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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-15 · 54 added, 40 removed, 151 unchanged (38% of the section changed)

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As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act.

Based on that evaluation, the CEO and the CFO have concluded that our disclosure controls and procedures are effective in ensuring that material information that is required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure as of December 31, 2023.

Based on that evaluation and the remediation of the material weakness in internal controls over financial reporting described below, the CEO and the CFO have concluded that our disclosure controls and procedures are effective in ensuring that material information that is required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure as of December 31, 2024.

Management’s Annual Report on Internal Control over Financial Reporting

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Based on that assessment and discussion with the Company's Audit Committee, management has concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective.

Material Weakness in Internal Control over Financial Reporting

During the quarter ended September 30, 2024, we determined a material weakness existed over our control over manual wire transfers.

Specifically, although we believe our internal controls, as designed, were adequate to prevent or detect unauthorized wire transfers, the control did not operate effectively to safeguard the Company’s assets.

To address the identified material weakness, management implemented the following remedial measures:

• implemented additional processes and controls over the cash disbursement process,

• enhanced management’s quarterly sub-certifications related to the cash disbursement process and increasing the certifiers’ awareness of its financial reporting implications,

• provided training to employees on appropriate cash disbursement practices and procedures, and

• we have and will continue to promote ethical conduct, timely escalation of concerns and communication with employees.

Subsequent to the implementation of these remedial measures, the Company’s controls operated for a sufficient period of time to allow management to conclude, through testing, that the controls are operating effectively, and accordingly, management determined that as of December 31, 2024, the material weakness has been fully remediated.

Audit Report of the Independent Registered Public Accounting Firm

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Changes in Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than as discussed above, there were no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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60 Senior Vice President, Global Operations

Painter was named Chief Executive Officer of the Group in September 2018 and joined the Board of Directors in October 2018.

Painter began his career at Air Products in 1984 as part of the company’s career development program.

He rose through the ranks, progressing through a variety of commercial and operations positions in the U.S.

and overseas, and was rapidly promoted several times over the last several years, holding leadership positions in operations, supply chain, corporate strategy and technology.

He held the position of Executive Vice President, Industrial Gases until he left Air Products at the end of June, 2018 to become Orion Engineered Carbons group’s new Chief Executive Officer starting from September 2018.

He holds a B.S.

in chemical engineering degree from Carnegie-Mellon University and is a Certified Professional Engineer.

Painter - Mr.

Painter became the CEO of the Company in September 2018.

He is responsible for implementing strategy and policies, setting company culture, developing leadership talent and meeting customer and shareholder commitments.

Prior to joining the Company, he was the Executive Vice President for the Industrial Gases division at Air Products and Chemicals, a publicly listed global industrial gas company from 2014 until he left the company in 2018.

Prior to that, he was Senior Vice President of the Merchant Gases division of Air Products and Chemicals from 2013 to 2014.

Painter joined Air Products and Chemicals in 1984 as a participant in a career development program and held various positions including Vice President, Global Electronics, Senior Vice President, Corporate Strategy and Technology, and Senior Vice President Supply Chain (operations, engineering, procurement and safety).

He was based overseas in Asia and Europe for ten years.

Painter has served on numerous non-profit boards.

He is a Certified Professional Engineer and holds a Bachelor of Science degree in chemical engineering from Carnegie-Mellon University.

Jeffrey Glajch - Mr.

Glajch joined the company in 2022.

He has over 30 years of experience leading corporate finance and accounting control functions for both public and private companies, including business development, investor relations, risk management, legal, information technology and human resources.

Prior to joining Orion, he served as CFO for 13 years for Graham Corporation, a leading designer and manufacturer of vacuum and heat transfer equipment for energy markets and process industries.

He holds an MBA from Purdue University, a master’s degree in chemical engineering from Clarkson University and a bachelor’s degree in chemistry from Carnegie-Mellon University.

Glajch joined the Company on April 18, 2022, as Chief Financial Officer.

Glajch has over 35 years of experience leading corporate finance and accounting and control functions for both public and private companies.

Prior to joining the Company, he served as CFO and Corporate Secretary at Graham Corporation from 2009 to 2022, a NYSE listed company, which is a leading designer and manufacturer of vacuum and heat transfer equipment for energy markets, process industries and the U.S.

Prior to joining the Graham Corporation, he held senior financial roles at a number of public and private companies.

Glajch is on the advisory board of M42, a private AI company.

He has previously served on numerous non-profit and university boards.

Glajch holds a Master of Science degree in Industrial Administration (MBA) from Purdue University, a Master of Administrative Science from Johns Hopkins University, a Master of Science degree in chemical engineering from Clarkson University and a Bachelor of Science degree in chemistry from Carnegie-Mellon University.

Sandra Niewiem - Dr.

Niewiem was appointed Senior Vice President Global Specialty Carbon Black and EMEA Region in September 2019.

Niewiem joined Orion in December 2013 and previously held the position of Vice President Global Product Management and Business Development Specialty Carbon Black.

She has over two decades of experience in process industries, engineering and industrial goods, thereof more than thirteen years in management consulting at a global consulting firm.

Niewiem holds an economics doctorate from European Business School and a master's in business administration from James Madison University, Virginia.

She joined the Company in December 2013 and previously held the position of Vice President Global Product Management and Business Development Specialty Carbon Black.

She has over 19 years of experience in process industries, engineering and industrial goods, and more than 13 years in management consulting at a global consulting firm.

Niewiem holds an Economics Doctorate from European Business School, Oestrich-Winkel, Germany and a Master of Science degree in business administration from James Madison University, Virginia.

Pedro Riveros - Mr.

Riveros was appointed Senior Vice President Global Rubber Carbon Black and Americas Region in September 2019.

Immediately prior to Orion, he served in multiple business leadership roles at Air Products from 1994 to 2019 where his key areas of expertise included Business Strategy, Margin Enhancement, Productivity and Supply Chain Management.

He has 25 years of experience in different general management and business management roles in the industrial gas and chemicals area both in North and South America.

Riveros held several business leadership roles at Air Products, prior to joining Orion, where his key areas of expertise included Business Strategy, Margin Enhancement, Productivity and Supply Chain Management.

Riveros holds B.S.

in Mechanical Engineering from Rensselaer Polytechnic Institute.

Riveros joined the Company in his current role as Senior Vice President, Global Rubber Carbon Black and Americas Region in June 2019.

Prior to joining the Company, he served in multiple business leadership roles at Air Products and Chemicals from 1994 to 2019, where his key areas of expertise included business strategy, margin enhancement, productivity and supply chain management.

He has over 25 years of experience in varied general management and business management roles in the industrial gas and chemicals area both in North and South America.

Riveros holds a Bachelor of Science degree in mechanical engineering from Rensselaer Polytechnic Institute, New York.

Carlos Quinones - Mr.

Quinones joined Orion Engineered Carbons with the responsibility for Global Operations in June 2019.

He has over 25 years of operations experience in various international chemical, petrochemical and industrial gases companies.

Immediately prior to joining Orion, he held multiple Operations leadership positions at Air Products from 2015 to 2019.

Quinones holds a B.S.

in Mechanical Engineering Technology from Texas A&M University.

Code of Conduct/Code of Ethics

Orion has adopted a Code of Conduct that applies to all Company employees and directors, including the Chief Executive Officer, the Chief Financial Officer, senior management and other senior financial officers.

The Code of Conduct is posted on our website, www.orioncarbons.com (under “Legal” then “Compliance Policies” section).

Quinones joined the Company in his current role as Senior Vice President, Global Operations in June 2019.

Prior to joining the Company, he held multiple operational leadership positions at Air Products and Chemicals from 2015 to 2019.

Prior to Air Products, Mr.

Quinones held various positions of increasing leadership responsibilities in the chemical industry with Praxair, Rohm and Haas/Dow Chemical, and Arco Chemical.

Quinones holds a Bachelor of Science degree in Mechanical Engineering from Texas A&M University.

Code of Conduct/Code of Ethics/Insider Trading Policy

Orion has adopted a Code of Conduct and Insider Trading Policy (included as an Exhibit in this Annual Report) that apply to all Company employees and directors, including the Chief Executive Officer, the Chief Financial Officer, senior management and other senior financial officers.

The Code of Conduct and Insider Trading Policy are posted on our website, www.orioncarbons.com (under “Investors” and then

“Corporate Governance” section).

In addition, the Company has adopted a Code of Ethics that applies to its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer.

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10.1 Credit Agreement, dated as of July 25, 2014, among the Company, Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons Bondco GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the revolving borrowers named therein, the guarantors named on the signature page thereto, the lenders named therein, and Goldman Sachs Bank USA as administrative agent (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished on July 31, 2014 (File No.

10.2 First Amendment, dated as of August 7, 2014, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.

10.3 Second Amendment, dated as of September 29, 2016, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as Assuming Lender with respect to the Initial Dollar Term Loans and Initial Euro Term Loans (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.

10.4 Third Amendment, dated as of May 5, 2017, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as Assuming Lender with respect to the Initial Dollar Term Loans and Initial Euro Term Loans (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.

10.5 Fourth Amendment, dated as of May 31, 2017, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders, and UniCredit Bank AG, as arranger with respect to the Amendment (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished on July 25, 2017 (File No.

10.6 Fifth Amendment, dated as of November 2, 2017, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.

10.2 First Amendment, dated as of August 7, 2014, to the Credit Agreement, by and among Orion S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.

10.3 Second Amendment, dated as of September 29, 2016, to the Credit Agreement, by and among Orion S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as Assuming Lender with respect to the Initial Dollar Term Loans and Initial Euro Term Loans (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.

10.4 Third Amendment, dated as of May 5, 2017, to the Credit Agreement, by and among Orion S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as Assuming Lender with respect to the Initial Dollar Term Loans and Initial Euro Term Loans (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.

10.5 Fourth Amendment, dated as of May 31, 2017, to the Credit Agreement, by and among Orion S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders, and UniCredit Bank AG, as arranger with respect to the Amendment (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished on July 25, 2017 (File No.

10.6 Fifth Amendment, dated as of November 2, 2017, to the Credit Agreement, by and among Orion S.A , , Orion Engi neered Carbo ns Holdings GmbH, Orion Engineered C arbons BondC o GmbH, Orio n Engineered Carbons Gm bH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.

(incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.

10.7 Sixth Amendment, dated as of May 3, 2018, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.

10.7 Sixth Amendment, dated as of May 3, 2018, to the Credit Agreement, by and among Orion S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.

(incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.

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(incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.

10.9 Eighth Amendment, dated as of April 2, 2019, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.

10.9 Eighth Amendment, dated as of April 2, 2019, to the Credit Agreement, by and among Orion S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.

(incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.

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(incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on May 7, 2020).

10.21† Form of PSU Award Agreement (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed on May 7, 2020).

10.22† Form of RSU Award Agreement (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed on May 7, 2020).

10.23† Form of Director Restricted Share Award Agreement (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed on May 7, 2020).

10.21† Form of PSU Award Agreement

10.22† Form of RSU Award Agreement

10.23† Form of Director Restricted Share Award Agreement

19 Insider Trading Policy

21.1 Subsidiaries of the Registrant

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures