INGEVITY CORPORATION (NYSE:NGVT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
change in control and severance agreements (the agreements) with
certain of the Companys executive officers, including D. Michael
Wilson, the Companys chief executive officer (CEO), John C.
Fortson, the Companys chief financial officer (CFO), Katherine P.
Burgeson, the Companys general counsel (GC), and S. Edward
Woodcock, Jr., the Companys executive vice president and
president of performance materials (EVP). Each agreement provides
for an initial three-year term that will automatically renew on
an annual basis following the initial term unless either party
gives advance notice of termination in accordance with the
agreement. In the event of a change in control (as defined in the
agreements) each agreement would generally expire no earlier than
the second anniversary of such change in control.
termination with good reason (as such terms are defined in the
agreements) within two years of a change in control, the
agreements provide for the following severance benefits: (i) a
cash payment to the executive officer equal to a certain
multiplier times the executives base salary and target annual
incentive award opportunity (for the CEO the multiplier is 3x,
for the CFO, GC and EVP the multiplier is 2x), (ii) full vesting
of restricted stock units, (iii) full vesting of any performance
award (equity and/or cash) based on the greater of target or
actual performance for each such award, and (iv) a lump sum
payment in lieu of continued healthcare and other benefits.
Payout is also triggered on an involuntary termination of an
executives employment (absent cause) in the absence of a change
in control. Such termination will result in a cash payment to the
executive equal to 2x for our CEO, 1.5x for our CFO and GC (with
respect to a termination prior to January 1, 2019 and 1x
thereafter) and 1x for our EVP of such executive officers base
salary and target incentive award opportunity, as well as a lump
sum payment in lieu of continued healthcare and other benefits.
officers execution of a release of claims against the Company
related to such executives employment and termination of
employment. In consideration for the compensation provided by the
agreement, the executive officer agrees to comply with customary
non-competition and employee, customer and vendor
non-solicitation restrictive covenants for 12 months after
termination, as well as certain customary confidentiality
provisions.
benefits provided for in the letter agreements entered into with
our CEO, CFO and GC prior to the Companys separation from
WestRock Company.
qualified in its entirety by reference to the text of the
agreements, which are attached hereto as Exhibits 10.1-10.4.
|
(d)
|
Exhibits.
|
|
|
10.1
|
Change in control and severance agreement between
Ingevity Corporation and D. Michael Wilson dated March 1, 2017. |
|
|
10.2
|
Change in control and severance agreement between
Ingevity Corporation and John C. Fortson dated March 1, 2017. |
|
|
10.3
|
Change in control and severance agreement between
Ingevity Corporation and Katherine P. Burgeson dated March 1, 2017. |
|
|
10.4
|
Change in control and severance agreement between
Ingevity Corporation and S. Edward Woodcock, Jr. dated March 1, 2017. |
|
About INGEVITY CORPORATION (NYSE:NGVT)
Ingevity Corporation is a manufacturer of specialty chemicals and high performance carbon materials. The Company is also a manufacturer of activated carbon used in gasoline vapor emission control systems in cars, trucks, motorcycles and boats. The Company operates through two segments: Performance Materials and Performance Chemicals. The Performance Materials segment primarily produces automotive carbon products used in gasoline vapor emission control systems in cars, trucks, motorcycles and boats. The Performance Chemicals segment develops, manufactures and sells a range of specialty chemicals primarily derived from co-products of the Kraft pulping process. Its products are used in a range of applications, including asphalt paving, oil exploration and production, agrochemicals, adhesives, lubricants, publication inks and automotive components that reduce gasoline vapor emissions. INGEVITY CORPORATION (NYSE:NGVT) Recent Trading Information
INGEVITY CORPORATION (NYSE:NGVT) closed its last trading session down -1.33 at 58.15 with 333,668 shares trading hands.
