Corporate Governance

Jason is committed to being a responsible, engaged corporate citizen. We hold ourselves and our companies to the highest standards of ethical behavior and business integrity. These standards are detailed in the Jason Code of Ethics and Business Ethics Policy, which guides our everyday operations. An independent Board of Directors also supervises our business conduct to ensure full compliance.

Board of Directors

Jeffry N. Quinn

Chairman

Jeffry N. Quinn is currently a director and the Chairman of our Board of Directors. Mr. Quinn served as our Chief Executive Officer from December 2015 to December 2016 and as interim Chief Executive Officer from November 2015 until December 2015. Prior to the June 2014 transaction with Jason Partners Holdings Inc., Mr. Quinn served as President, Chief Executive Officer and Chairman of the Company from inception in May 2013 until June 30, 2014. He is also the founder, Chairman, Chief Executive Officer and Managing Member of Quinpario Partners LLC, and has served in such role since 2012.

Prior to forming Quinpario Partners LLC, Mr. Quinn was President, Chief Executive Officer and Chairman of the Board of Solutia Inc. (formerly NYSE: SOA), a global specialty chemical and performance materials company. From 2004 to 2012, Mr. Quinn served as the President and Chief Executive Officer of Solutia, and served as the Chairman of the Board from 2006 to 2012. Mr. Quinn became President and Chief Executive Officer of Solutia after it had filed for bankruptcy in 2003. Over eight years as CEO of Solutia, Mr. Quinn oversaw its transformation from a domestically oriented commodity chemical company to one of the world’s leading specialty chemical firms. Solutia was sold to Eastman Chemical in 2012. Mr. Quinn joined Solutia in 2003 as Executive Vice President, Secretary, and General Counsel. In mid-2003 he added the duties of Chief Restructuring Officer to help prepare the company for its eventual filing for reorganization under Chapter 11 (Solutia emerged from bankruptcy in 2008). During his tenure at Solutia, the company completed a number of divestitures and acquisitions as it reshaped its portfolio of businesses. It also completed a number of debt and equity offerings.

Prior to joining Solutia, Mr. Quinn was Executive Vice President, Chief Administrative Officer, Secretary and General Counsel for Premcor Inc. (formerly NYSE: PCO), which at the time was one of the nation’s largest independent refiners. At that time Premcor was a portfolio company of Blackstone Capital Partners, a private equity fund. As general counsel of Premcor, Mr. Quinn was involved in the company’s initial public offering and listing on the New York Stock Exchange in 2002. Premcor was eventually sold to Valero Energy Corporation (NYSE: VLO) in 2005. Prior to Premcor, Mr. Quinn was Senior Vice President-Law & Human Resources, Secretary and General Counsel for Arch Coal, Inc. (NYSE: ACI). Mr. Quinn started at Arch Coal in 1986 when it was known as Arch Mineral Corporation. He became General Counsel in 1989. For the next eleven years, Mr. Quinn was a member of the executive management team that grew Arch from a small regional coal producer to the nation’s second largest coal company. Mr. Quinn was involved in a number of mergers and acquisitions at Arch Coal as well as the company’s initial public offering in 1997.

Mr. Quinn is currently a member of the Board of Directors of Tronox Limited (NYSE: TROX), a fully integrated producer and marketer of titanium ore and titanium dioxide pigment, Ferro Corporation (NYSE: FOE), a global supplier of technology-based performance materials and chemicals for manufacturers, and W.R. Grace & Co. (NYSE: GRA), a global supplier of catalysts, engineered and packaging materials and specialty construction chemicals and building materials. Mr. Quinn currently serves as Chairman of the Human Resources and Compensation Committee of Tronox, as a member of the Compensation and Strategy Committees of Ferro and as Chairman of the Compensation Committee and as a member of the Audit, Nominating and Governance and Corporate Responsibility Committees of W.R. Grace. Mr. Quinn is also the Chairman of the Board of Quinpario Acquisition Corp. 2 (NASDAQ: QPACU), a blank check company formed for the purpose of entering into a business combination. Mr. Quinn received both a Bachelor’s degree in Mining Engineering and a Juris Doctorate degree from the University of Kentucky.

Mr. Quinn is well qualified to serve as Chairman of our Board of Directors due to, among his other experience, skills and qualifications, his background in specialty chemicals and performance materials manufacturing, his mergers and acquisitions experience, and his experience in public company governance.

James P. Heffernan

Member

James P. Heffernan has been a director of the Company since August 2013. He has served as a member of the Board of Directors of United Natural Foods, Inc. (NASDAQ: UNFI), a distributor of natural and organic foods, since 2000, and as a member of the Board of Directors of Command Security Corp. (AMEX: MOC), a provider of uniformed security officers, aviation security services, and support security services to commercial, financial, industrial, aviation, and governmental customers in the United States, since 2010.

Mr. Heffernan currently serves as Lead Independent Director, Chairman of the Compensation Committee and as a member of the Audit Committee of United Natural Foods, and as Chairman of the Audit Committee and as a member of the Compensation Committee and Nominating and Corporate Governance Committee of Command Security. Previously, Mr. Heffernan served as a member of the Board of Directors of Solutia Inc. (formerly NYSE: SOA), a performance materials specialty chemical manufacturer with global operations, from 2008 until its acquisition by Eastman Chemical Co. in 2012. From 1998 to 2012, Mr. Heffernan served as Vice Chairman and as a Trustee of the New York Racing Association, the governing body for thoroughbred racing at Belmont, Aqueduct and Saratoga. Prior to that, Mr. Heffernan served as Chief Financial Officer, Chief Operating Officer and as a member of the Board of Directors of Danielson Holding Corporation, which had ownership interests in a number of insurance and trust operations, from 1990 to 1996. He also served as a member of the Board of Directors and as Chairman of the Finance Committee of Columbia Energy Group (n/k/a NiSource, Inc.) (formerly NYSE: CG), a vertically integrated gas company, from 1993 to 2000 and as a member of the Board of Directors of Baldwin Piano & Organ Co. from 2000 to 2001.

Prior to that, Mr. Heffernan served as President of WHR Management Corp., as General Partner of Whitman Heffernan & Rhein Workout Funds and as President of Whitman Heffernan & Rhein & Co., Inc., an investment banking firm specializing in corporate reorganizations, from 1987 to 1996. Prior to joining WHR Management Corp., Mr. Heffernan was an attorney with the New York based law firm Anderson, Kill & Olick, PC., where he specialized in corporate reorganizations. Mr. Heffernan received a Bachelor of Arts from LeMoyne College and a Juris Doctor from Fordham University School of Law.

Mr. Heffernan is well qualified to serve as a director due to, among his other experience, skills and qualifications, his background in specialty chemicals and performance materials manufacturing, as well as his experience in public and private company governance (including his service on audit committees) and investment banking.

Edgar G. Hotard

Member

Edgar G. Hotard has been a director of the Company since August 2013. Mr. Hotard has served as a Venture Partner at ARCH Venture Partners, a provider of seed / early stage venture capital for technology firms in life sciences, physical sciences and advanced materials, since 2002. He has served as a Senior Consultant to Warburg Pincus, a global private equity firm, since 2013. Previously, Mr. Hotard served as an Operating Partner at HAO Capital, a private equity firm based in Beijing and Hong Kong, from 2010 to 2013, Mr. Hotard served as an advisor to the Asia practice of Monitor Group, a global strategy-consulting firm, and as non-executive Chairman of Monitor Group (China), from 2000 to 2010. Prior to that, Mr. Hotard served as President and Chief Operating Officer of Praxair, Inc. (“Praxair”) (NYSE: PX), a worldwide provider of industrial gases, including atmospheric, process and specialty gases, from 1992 until his retirement in 1999. In 1992, he co-led the spin-off of Praxair from Union Carbide Corporation (formerly NYSE: UK), a commodity and specialty chemical and polymers company where he served as Corporate Vice President from 1990 to 1992.

Since 2006, Mr. Hotard has served as a member of the Board of Directors of Albany International Corp. (NYSE: AIN), a global advanced materials processing company serving the paper and aerospace industry, where he currently serves as Chairman of the Audit Committee. Since 2013, Mr. Hotard has also served as a member of the Board of Directors of Baosteel Metals, Ltd., a subsidiary of Baosteel Group Co. Ltd., where he currently serves as Chairman of the Audit Committee and as a member of the Strategy Committee. Mr. Hotard also serves on the Board of Quinpario Acquisition Corp. 2 (NASDAQ: QPAC), a blank check company formed for the purpose of entering into a business combination, where he currently serves on the Audit Committee and Chairman of the Nominating Committee. Previously, he served as a member of the Board of Directors of various public companies, including Global Industries Inc. (formerly NASDAQ: GLBL), a global offshore oil and gas engineering and construction service company, from 1999 to 2011; Solutia Inc. (formerly NYSE: SOA), a performance materials specialty chemical manufacturer with global operations, from 2011 to 2012; and Shona Energy Company, Inc. (formerly TSX-V: SHO), an oil and natural gas exploration, development and production company, from 2008 to 2012. In addition, Mr. Hotard was a founding sponsor of the China Economic and Technology Alliance and a joint MBA program between Renmin University, Beijing, China and the School of Management of the State University of Buffalo, New York. Mr. Hotard earned a Bachelor of Science degree in engineering from Northwestern University.

James Hyman

Member

James E. Hyman has been a director of the Company since September 2015. From January 2015 through April 2017, he served as President and Chief Executive Officer of Community Education Centers, a provider of offender reentry and in-prison treatment services. Mr. Hyman currently serves as a director of Camin Cargo Control, Inc. and of The Hinckley Company. He was Chief Executive Officer and President of TestAmerica Laboratories, Inc., an analytical laboratory for environmental testing services, from 2011 until 2014, and was Chairman, President and Chief Executive Officer of Cornell Companies, Inc., an operator of correctional facilities, from 2005 until 2010.

Mr. Hyman has held executive positions in the US and Europe with FTI, Starwood Hotels & Resorts Worldwide, GE Capital, McKinsey & Company and J.P. Morgan, and has previously served as a director of Mac-Gray Corporation. He also chairs the Mega-Cities Project, a not-for-profit focused on urban development issues in the world’s largest cities. Mr. Hyman received a Master of Business Administration, with distinction, from the Harvard Business School and a Bachelor of Arts, with honors, from the University of Chicago.

Mr. Hyman is well qualified to serve as a director due to, among his other experience, skills and qualifications, his experience in international business leadership.

Mitchell Quain

Member

Mitchell I. Quain has been a director of the Company since September 2015, Lead Independent Director of the Company from November 2015 to December 2016 and is a Senior Advisor to The Carlyle Group, L.P., a private investment firm. He was a Partner of One Equity Partners, a private investment firm, from 2010 through 2011. From 2006 to 2010, Mr. Quain was a Senior Director of ACI Capital Corp., a private equity firm. From 2002 to 2005, he was Chairman of the Board of Directors of Register.Com, Inc., an internet services provider, and from 1997 to 2001 he was employed with ABN AMRO, a global full service wholesale and retail bank, and its predecessors in several capabilities including Vice Chairman.

Mr. Quain is currently a director of AstroNova (NASDAQ: ALOT), RBC Bearings Incorporated (NASDAQ: ROLL) and Hardinge Inc. (NASDAQ: HDNG). Mr. Quain serves on the Audit and Nominating Committees of AstroNova, and serves as the Chairman of AstroNova’s Compensation Committee. He serves as a member of the Audit Committee of RBC Bearings and as a member of the Compensation and Nominating and Governance Committees of Hardinge and is the lead outside director of Hardinge. Previously Mr. Quain served on the Boards of Magnetek, Inc. (NASDAQ: MAG), Tecumseh Products Company (NASDAQ: TECU), DeCrane Aircraft Holdings, Inc., Handy & Harman, Heico Corporation, Mechanical Dynamics, Inc. and Titan International, Inc. Mr. Quain has a Bachelor of Science degree in electrical engineering from the University of Pennsylvania and a Master in Business Administration degree from the Harvard Business School and is a Chartered Financial Analyst.

Mr. Quain is well qualified to serve as a director due to, among his other experience, skills and qualifications, his background and experience in the manufacturing industry and his experience in public company governance.

Dr. John Rutledge

Member

Dr. John Rutledge has been a director of the Company since August 2013 and is the founder of Rutledge Capital, a private equity investment firm that invests in U.S. middle market manufacturing, distribution, and service companies, and has served as its Chairman since 1990. Dr. Rutledge has also served as Chief Investment Strategist for Safanad Inc., an investment firm based in New York, since its inception in 2008. He also has served as Senior Research Fellow at Claremont Graduate University since 2010, where he teaches economics and finance.

Dr. Rutledge also has served as a CNBC Contributor since 2009. In addition, Dr. Rutledge is an Honorary Professor at the Chinese Academy of Sciences in Beijing and Chief Advisor for Finance and Investment to the Governor of the Haidian District in Beijing. In addition to his many advisory and Board roles, Dr. Rutledge has written for Forbes.com and TheStreet.com. He also wrote the Forbes’ Business Strategy column from 1992 to 2002. He founded Claremont Economics Institute, an economic advisory business, in 1978 and served as its Chairman from 1979 to 1991.

Dr. Rutledge currently serves on the Board of Quinpario Acquisition Corp. 2 (NASDAQ: QPACU), a blank check company formed for the purpose of entering into a business combination, where he currently serves on the Audit Committee and on the Nominating Committee. Dr. Rutledge also serves on the Board of Trident USA Health Services Inc., a privately-owned medical services company. Dr. Rutledge also serves on the board of FC Compassus, LLC, a privately-owned medical services company. He also serves on the board of Pace Health Companies, LLC, a privately-owned medical services company. Dr. Rutledge also serves on the Board of Pansophic Learning, Limited, a privately-owned education services company. Dr. Rutledge has served as the director of a number of companies, including: American Standard (formerly NYSE: ASD), a manufacturer of plumbing, air conditioning, and automotive products; Earle M. Jorgensen Company (formerly NYSE: JOR), the largest independent distributor of metal products in North America; Lazard Freres Funds, a mutual fund; Amerindo Investment Fund, a mutual fund; CROM Corporation, a designer and manufacturer of pre-stressed concrete tanks; AdobeAir, a manufacturer of heating and cooling products; StairMaster, a manufacturer of fitness products; Fluidrive, a manufacturer of steerable, hydraulic axles for the agricultural and trucking industries; CST, a manufacturer of paper office products; Ellis Communications, an operator of television and radio companies; General Medical, a supplier of medical products; United Refrigeration, an operator of cold storage warehouses for the food industry; and Framed Picture Enterprise, a retailer in the framed art business.

Dr. Rutledge was one of the principal architects of the Reagan economic plan in 1981 and was an adviser to the Bush White House on tax policy from 2001 to 2004. Dr. Rutledge began his career as a professor of economics at Tulane University and Claremont McKenna College. He holds a Bachelor of Arts from Lake Forest College and a Ph.D. from the University of Virginia.

Dr. Rutledge is well qualified to serve as a director due to, among his other experience, skills and qualifications, his academic background as well as his experience in public and private company governance.

James M. Sullivan

Member

James M. Sullivan has been a director of the Company since June 30, 2014. From October 2012 through April 2017 he served as Executive Vice President and Chief Financial Officer of Joy Global, Inc. (NYSE: JOY), a manufacturer and servicer of high productivity mining equipment, where he had global responsibility for the company’s finances and accounting.

Mr. Sullivan previously served as Chief Financial Officer of Solutia, Inc. from 2004 until its acquisition by Eastman Chemical Company in 2012. Mr. Sullivan also served as an Executive Vice President of Solutia and previously served as Senior Vice President from 2004 through 2009 and as Treasurer from 2004 through 2011. Mr. Sullivan also served as Solutia’s Vice President and Controller from 1999 through 2004. Mr. Sullivan was responsible for Solutia’s finance activities, including controllership, internal audit, investor relations, tax, treasury, risk management, credit and collections, acquisitions and divestitures and information technology. Mr. Sullivan earned a Bachelor of Science in Business Administration and Finance from St. Louis University and his Master of Business Administration from Washington University.

Mr. Sullivan is well qualified to serve as a director due to, among his other experience, skills and qualifications, his background in public company finance and accounting.

Jason holds itself to the highest standards of ethical behavior and business integrity. The Jason Code of Ethics defines our guiding principles.

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Jason Code of Ethics – German version

(A German Edition supplements the Jason Code of Conduct for employees located within Germany)

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