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Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-22 · 61 added, 25 removed, 280 unchanged (23% of the section changed)

2 unchanged sentences

These controls and procedures also provide reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.

As of December 31, 2023, the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

As of December 31, 2024, the Company's Interim Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

We have implemented a new global enterprise resource planning (“ERP”) system, which has replaced our prior operating and financial systems.

The implementation began with our pilot deployment in the first quarter of 2022, followed by our second deployment in the fourth quarter of 2022.

The final phase of our ERP implementation occurred in early 2023.

We have implemented updates and changes to our processes and related control activities as a result of this implementation and have evaluated the operating effectiveness of related key controls.

Except as described above, there have been no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

There have been no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

9 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information concerning directors, appearing under the caption “Proposal 1 - Election of Directors” in our Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 in connection with the Annual Meeting of Stockholders scheduled to be held on April 23, 2024 (the “Proxy Statement”), information concerning executive officers, appearing under the caption “Information about our Executive Officers” in Part I of this Form 10-K, information concerning the Audit Committee, appearing under the caption “Board and Corporate Governance Matters - Committees of our Board of Directors - Audit Committee” in the Proxy Statement, information concerning delinquent Section 16(a) reports, appearing under the caption "Delinquent Section 16(a) Reports", in the Proxy Statement, and information concerning our Code of Conduct, appearing under the caption “Board and Corporate Governance Matters - Code of Conduct” in the Proxy Statement, is incorporated herein by reference in response to this Item 10.

Information concerning directors, appearing under the caption “Proposal 1 - Election of Directors” in our Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024 in connection with the Annual Meeting of Stockholders scheduled to be held on April 30, 2025 (the “Proxy Statement”), information concerning executive officers, appearing under the caption “Information about our Executive Officers” in Part I of this Form 10-K, information concerning the Audit Committee, appearing under the caption “Board and Corporate Governance Matters - Committees of our Board of Directors - Audit Committee” in the Proxy Statement, information concerning delinquent Section 16(a) reports, appearing under the caption "Delinquent Section 16(a) Reports" in the Proxy Statement, information concerning our Code of Conduct appearing under the caption “Board and Corporate Governance Matters - Code of Conduct” in the Proxy Statement, and information concerning our insider trading policy appearing under the caption “Compensation Discussion and Analysis - Other Compensation Policies and Practices - Insider Trading Policy ," is incorporated herein by reference in response to this Item 10.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

EXECUTIVE COMPENSATION

The information contained in the Proxy Statement in the section titled “Compensation Discussion and Analysis” and in the section titled “Director Compensation,” is incorporated herein by reference in response to this Item 11.

The information contained in the Proxy Statement in the section titled “Compensation Discussion and Analysis,” in the section titled “Director Compensation” and in the section titled “Policies and practices related to the timing of grants of certain equity awards” is incorporated herein by reference in response to this Item 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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(1) Includes 278,383 stock options, 349,876 restricted stock units (RSUs) and 263,092 performance-based restricted stock units (PSUs) granted to employees and 10,436 DSUs to be issued to directors.

(1) Includes 256,954 stock options, 499,764 restricted stock units (RSUs) and 213,117 performance-based restricted stock units (PSUs) granted to employees and 19,068 director stock units (DSUs) to be issued to directors.

In accordance with SEC rules, the number of shares to be issued for performance based stock unit awards has been calculated based on the assumption that the awards granted in 2024, 2023 and 2022 will pay out at the target (1.0x).

22 unchanged sentences

Securities and Exchange Commission on August 2, 2022).

Ingevity Corporation Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on April 25, 2019).

Ingevity Corporation Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on May 2, 2024).

Ingevity Corporation Third Amended and Restated Bylaws, effective July 25, 2022 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on July 27, 2022).

Ingevity Corporation Fourth Amended and Restated Bylaws, effective October 22, 2024 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on October 25, 2024).

Indenture, dated as of October 28, 2020, among Ingevity Corporation, the guarantors party thereto and U.S.

Bank National Association, as trustee, with respect to the 3.875% Senior Notes Due 2028 (incorporated by reference to Exhibit 4.1 to Form 8-K filed October 28, 2020).

Exhibit Description

Description of Registrant's Securities (incorporated by reference to Exhibit 4.3 to Form 10-K filed February 28, 2023).

1 unchanged sentence

Securities and Exchange Commission on May 16, 2016).

Exhibit Description

Covington Plant Services Agreement between Ingevity Virginia Corporation and WestRock Virginia, LLC (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, as filed with the U.S.

26 unchanged sentences

001-37586) filed March 7, 2019).

Exhibit Description

Incremental Facility Agreement and Amendment No.

3 unchanged sentences

5, by and among Ingevity Corporation, Ingevity Holdings SPRL, the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as successor administrative agent and Wells Fargo Bank, N.A., as resigning administrative agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed October 28, 2020).

Exhibit Description

Amendment and Restatement Agreement, dated as of June 23, 2022, among Ingevity Corporation, Ingevity Holdings SRL, Ingevity UK Ltd, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as the administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the U.S.

21 unchanged sentences

Form of Restricted Stock Unit Terms (cliff vesting) under the Ingevity Corporation 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13e to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016).

Exhibit Description

Form of Restricted Stock Unit Terms (D.

2 unchanged sentences

Non-Employee Director Terms and Conditions for Deferred Stock Units in lieu of Restricted Stock Units under the Ingevity Corporation 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.14h to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).

Exhibit Description

Non-Employee Director Terms and Conditions for Deferred Stock Units in lieu of Annual Cash Retainer under the Ingevity Corporation 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.14i to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).

24 unchanged sentences

Securities and Exchange Commission on March 24, 2021).

Exhibit Description

2017 Ingevity Corporation Employee Stock Purchase Plan Effective July 1, 2017 (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, as filed with the U.S.

6 unchanged sentences

Securities and Exchange Commission on February 24, 2022).

Exhibit Description

Offer Letter between John C.

30 unchanged sentences

Securities and Exchange Commission on February 24, 2022).

Exhibit Description

Form of Restricted Stock Unit Award (three-year cliff vesting) under the Ingevity Corporation 2016 Omnibus Incentive Plan – U.S.

6 unchanged sentences

Securities and Exchange Commission on February 24, 2022).

Exhibit Description

Form of Service-Based Cash Award under the Ingevity Corporation 2016 Omnibus Incentive Plan – International Employees (incorporated by reference to Exhibit 10.49 to the Company's Annual Report on Form 10-K, as filed with the U.S.

24 unchanged sentences

Securities and Exchange Commission on August 3, 2022).

Exhibit Description

Severance and Change of Control Agreement between Ingevity Corporation and Erik Ripple dated February 14, 2022 (incorporated by reference to Exhibit 10.3 to Ingevity Corporation’s Quarterly Report on Form 10-Q, as filed with the U.S.

8 unchanged sentences

Securities and Exchange Commission on May 4, 2023).

Exhibit Description

Performance Chemicals Transformation Restricted Stock Unit Award dated effective as of May 1, 2023 between Ingevity Corporation and Richard A.

1 unchanged sentence

Securities and Exchange Commission on August 3, 2023).

Confidential Termination Agreement and Release, dated as of July 1, 2024, by and between GP Pine Chemicals, LLC and Ingevity Corporation (incorporated by reference to Exhibit 10.1 to Ingevity Corporation’s Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on July 8, 2024).

Transition Agreement dated as of June 26, 2024 between Ingevity Corporation and Stacy L.

Cozad (incorporated by reference to Exhibit 10.1 to Ingevity Corporation’s Quarterly Report on Form 10-Q, as filed with the U.S.