Corporate Governance

Retired Chief Technology Officer, Procter & Gamble

Mr. Brown joined the Company’s Board in 2014. He retired in 2014 from his position as the Chief Technology Officer of Procter & Gamble, Inc. (“P&G”), a publicly-traded consumer goods company. With 34 years of experience at P&G, Mr. Brown’s responsibilities included leadership for P&G’s Innovation and Technology Program and Global Research & Development. He is recognized globally as an innovation thought leader. After 11 years, Mr. Brown concluded his term on the Board of Directors for Nokia in Finland in 2023 (tenure limit is 10 years).

Specific qualifications and experience of particular relevance to the Company
Mr. Brown is a proven leader in innovation, global expansion and organizational leadership development and he has familiarity with a number of the Company’s products and materials. He brings over three decades of business-building experience to our Board and has eight years of experience as a director of public companies.

Chief Executive Officer of G.G.I., Inc.

Ms. Dahlberg joined the Company’s Board in 2001. Since 2006, she has been the Chief Executive Officer of G.G.I., Inc. (formerly known as 2Unify LLC), a private company specializing in strategic consulting for companies in various industries and sectors. She served as a director of Theragenics Corporation from May 2008 to November 2013. Ms. Dahlberg has held Vice President positions with BP Amoco, Viacom International, McDonald’s Corporation, Grand Metropolitan PLC and American Broadcasting.

Specific qualifications and experience of particular relevance to the Company
Ms. Dahlberg has significant experience in emerging technologies, acquisitions and divestitures, manufacturing, consumer goods, professional services, international operations, strategic planning, operations and risk management and corporate governance. She has more than 20 years of experience as a director of public companies.

Retired public company Chief Executive Officer

Mr. Fogarty joined the Company’s Board in 2012. He recently retired from his position as President, Chief Executive Officer and Director of Kraton Corporation, Inc., a leading global sustainable producer of specialty polymers and high-value biobased products derived from pine wood pulping co-products, following its sale to DL Chemical in March 2022. Before joining Kraton, Mr. Fogarty spent 14 years with the Koch Industries, Inc. family of companies, where he held a variety of roles, including President for Polymer and Resins at Invista and President of KoSa’s Polymer and Intermediaries business. Mr. Fogarty serves as non-executive Chairperson of the Board of Directors at Ecovyst Inc. (NYSE:ECVT), a leading integrated and innovative global provider of specialty catalysts and services. Mr. Fogarty is also a director of OPAL Fuels Inc. (Nasdaq: OPAL), a vertically integrated producer and distributor of renewable natural gas (RNG). Mr. Fogarty additionally serves as a director of Circulus Holdings, PBLLC, a plastic recycling company. Mr. Fogarty previously served on the Board of Directors of the American Chemistry Council from 2017 through 2022.

Senior Vice President and Controller, PepsiCo, Inc.

Ms. Gallagher joined the Company’s Board in 2020. She has been the Senior Vice President and Controller of PepsiCo, Inc. (“PepsiCo”), a publicly-traded global food and beverage company, since 2011. Ms. Gallagher is responsible for PepsiCo’s global financial reporting and Sarbanes-Oxley processes and works closely with the Audit Committee of PepsiCo’s Board of Directors. Ms. Gallagher joined PepsiCo in 2005 as Vice President and Assistant Controller. Prior to joining PepsiCo, Ms. Gallagher was Assistant Controller of Altria Corporate Services, Inc., a consumer products company, and Senior Manager at Coopers & Lybrand LLP, an accounting firm now part of PricewaterhouseCoopers.

Specific qualifications and experience of particular relevance to the Company
Ms. Gallagher has significant experience in public-company accounting and financial reporting, consumer goods, strategic planning, M&A, manufacturing, investor relations, sustainability, executive compensation, information technology, innovation, international operations and corporate governance.

President, BMO Wealth Management – U.S., BMO Financial Group

Mr. Hackett joined the Company’s Board in 2020. He has served as President, Bank of Montreal (BMO) Wealth Management – U.S. since 2014. In this role he leads BMO Financial Group’s private wealth management business in the United States, including three distinct businesses across the ultra-high net worth (BMO Family Office), high net worth (BMO Private Bank) and mass affluent segments (BMO Harris Financial Advisors).  He currently serves on the board of BMO Harris Bank N.A., which governs BMO Financial Group’s principal banking subsidiary in the United States. Prior to joining BMO, Mr. Hackett was a management consultant at McKinsey & Company (1999-2004). Mr. Hackett began his career as a mechanical engineer, holding a variety of roles with the General Electric Company and Eastman Chemical Company.

Specific qualifications and experience of particular relevance to the Company
Mr. Hackett has significant experience in business transformation and corporate strategy, capital markets, investor relations, public-company finance and financial reporting, M&A, manufacturing, executive compensation, innovation, international operations, risk management and corporate governance.

Chief Executive Officer, Ole Smoky Distillery

Mr. Hall joined the Company’s Board in 2002. He has been the Chief Executive Officer of Ole Smoky Distillery, the largest craft distillery in the United States, since July 2016. From January 2014 until June 2016, Mr. Hall served as a Managing Director of Centerview Capital, an operationally-oriented private equity firm focused on the U.S. consumer middle market. Previously, he was the Chief Executive Officer of Ardale Enterprises LLC, a private company specializing in acquisition-related activities in the food, beverage and consumer products industry, and in this role was a Senior Advisor to Centerview Capital since 2009. Prior to forming Ardale, Mr. Hall spent over 20 years in the food and consumer goods industry, holding various positions with Nabisco, Kraft and Nestlé. While at Nabisco, he was President of Nabisco’s Specialty Products Company in the United States and President of Christie Brown & Company, Ltd., the maker of Nabisco cookies and crackers in Canada. Mr. Hall has also been President of Lenox Brands, Chairman of Wise Foods and has served on the board of Ault Foods Ltd., a $1.3 billion dairy products company in Canada.

Specific qualifications and experience of particular relevance to the Company
Mr. Hall has significant experience in general management, financial services, consumer goods, manufacturing, marketing, sales, new product development, strategic planning, M&A and corporate governance. Mr. Hall has 20 years of experience as a director of public companies.

President and Chief Executive Officer, 足彩外围网站 Corporation

Mr. Fahnemann is the President and Chief Executive Office of 足彩外围网站 Corporation since 2022, when he also joined the Company’s Board of Directors. Additionally, Mr. Fahnemann currently serves as Non-Executive Director, Member of the Board and Chairman of the Audit Committee for AustroCel Hallein, GmbH, Amsterdam, the Netherlands. From 2010 to 2017, Mr. Fahnemann served as CEO and Chairman of the Management Board, Semperit Holding AG in Vienna, Austria. Prior to 2010, he held leadership roles in various fiber- and chemical-based businesses including serving as CEO and Chairman of the Management Board, RHI AG; CEO and Chairman of the Management Board, Lenzing AG; and Vice President, General Manager, KoSa (Koch Industries).

The Audit Committee assists the Board with oversight of:

• The quality and integrity of the accounting, auditing, and financial reporting practices of the company
• The compliance by the company, its directors and officers with applicable laws and regulations and its code of business conduct
• The independent auditor’s qualifications and independence
• The performance of the company’s internal audit function and independent auditors
• Financial policies and other matters of financial significance to the company

See Audit Committee Charter

The Compensation Committee is responsible for an executive compensation policy designed to:

• Support overall business strategies and objectives
• Attract, retain, motivate and reward key executives
• Link compensation with organizational performance while appropriately balancing risk and reward
• Align executives’ interests with those of the company’s shareholders
• Provide competitive and reasonable compensation opportunities
• Review and approve non-employee director compensation

The Compensation Committee also oversees the company’s executive compensation and incentive plans.

See Compensation Committee Charter

The Nominating and Corporate Governance (NCG) Committee advises the board on all corporate governance matters, monitors the company’s compliance with corporate governance guidelines, and periodically reviews such guidelines. This includes:

• Recommendations to the board regarding the board’s size and composition, as well as the tenure and retirement age of directors
• Review of the qualifications and the recommendation to the directors of nominees for election to the board at each annual meeting of shareholders
• Nomination of persons to fill vacancies on the board
• Nomination of directors for committee membership
• Review and approval of all corporate contributions to affiliated persons or entities and all contributions in excess of $25,000 each year to any other person or entity

The Nominating and Corporate Governance Committee is composed entirely of “independent” directors as that term is defined herein and as required by the NYSE listing standards.

See NCG Committee Charter