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. 布朗于2023年结束了他在芬兰诺基亚董事会的任期(任期限制为10年)。.

Specific qualifications and experience of particular relevance to the Company
Mr. Brown is a proven leader in innovation, 全球扩张和组织领导力发展，他熟悉公司的许多产品和材料. 他为我们的董事会带来了30多年的业务建设经验，并有8年的上市公司董事经验.

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), 一家专门为不同行业和部门的公司提供战略咨询的私营公司. 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., 一家全球领先的可持续生产特种聚合物和高价值生物基产品的生产商，这些产品来源于松木制浆的副产品, 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, 包括英威达的聚合物和树脂总裁以及科萨的聚合物和中间体业务总裁. Mr. Fogarty serves as non-executive Chairperson of the Board of Directors at Ecovyst Inc. (纽约证券交易所代码:ECVT)是全球领先的综合性创新特种催化剂和服务供应商. Mr. Fogarty is also a director of OPAL Fuels Inc. (纳斯达克股票代码:OPAL)，一家垂直整合的可再生天然气(RNG)生产商和分销商。. Mr. 他还担任Circulus Holdings, PBLLC(塑料回收公司)的董事. Mr. 此前，他从2017年到2022年担任美国化学理事会董事会成员.

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负责百事公司的全球财务报告和萨班斯-奥克斯利法案流程，并与百事公司董事会审计委员会密切合作. 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. 在此职位上，他领导BMO金融集团在美国的私人财富管理业务, including three distinct businesses across the ultra-high net worth (BMO Family Office), 高净值人群(BMO私人银行)和大众富裕人群(BMO哈里斯金融顾问).  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, 在通用电气公司和伊士曼化学公司担任各种职务.

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, 他曾担任Nabisco 's Specialty Products Company在美国的总裁和Christie Brown的总裁 & 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自2022年起担任足彩外围网站 Corporation的总裁兼首席执行官, 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曾担任奥地利维也纳Semperit Holding AG的首席执行官兼管理委员会主席. Prior to 2010, 他在各种纤维和化学品业务中担任领导职务，包括担任首席执行官和管理委员会主席, 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, 其董事和高级管理人员遵守适用的法律法规及其商业行为准则
• 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

薪酬委员会负责制定高管薪酬政策，旨在:

• Support overall business strategies and objectives
• Attract, retain, motivate and reward key executives
• 将薪酬与组织绩效挂钩，同时适当平衡风险和回报
• Align executives’ interests with those of the company’s shareholders
• Provide competitive and reasonable compensation opportunities
• Review and approve non-employee director compensation

薪酬委员会还监督公司的高管薪酬和激励计划.

See Compensation Committee Charter

提名及公司管治委员会就所有公司管治事宜向董事会提供意见, 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
• 在每次年度股东大会上审查被提名为董事会成员的资格并向董事推荐
• Nomination of persons to fill vacancies on the board
• Nomination of directors for committee membership
• 审查和批准所有公司对附属人员或实体的捐款，以及所有超过25美元的捐款,000 each year to any other person or entity

提名和公司治理委员会完全由“独立”董事组成，该术语的定义与纽交所上市标准的要求一致.

See NCG Committee Charter