CALGON CARBON Corp

J. Rich Alexander, age 62, has been a Director of the Company since August 2009.  Mr. Alexander is Chairman of Allnex Corporation, a portfolio company of Advent International, a global private equity firm, where he has been an Operating Partner since February 2014.  Allnex is a global specialty chemicals company that is a leader in the production of resins for paint and coatings and other industrial end uses.  Prior to that, Mr. Alexander was an Executive Vice President of PPG Industries, Inc., a global diversified manufacturer.  He retired from PPG Industries in March 2013. Until his retirement, Mr. Alexander oversaw PPG Industries’ architectural coatings, fiber glass and flat glass businesses and its corporate functions for marketing, purchasing and distribution.  He was also a member of PPG Industries, Inc.’s executive and operating committees and Chairman of the Board of Pacific Fiber Glass Co.  From August 2010 to September 2011, Mr. Alexander was Executive Vice President Performance Coatings and Glass for PPG Industries, Inc.  Mr. Alexander served as Senior Vice President, Performance Coatings for PPG Industries, Inc. from April 2005 to August 2010.  The Company believes that Mr. Alexander’s qualifications to sit on the Board include his extensive global experience in the Asia Pacific region with a focus in China, his experience managing global multi-billion dollar business units (including major corporate transactions) and his current experience with a global private equity company.  In addition, the Company values Mr. Alexander’s experience as an executive officer and member of the executive committee of a manufacturing company in the chemical industry, which the Company believes is representative of the challenges and desires of its customer base.

Donald C. Templin, age 54, has been a Director of the Company since May 2013. Mr. Templin has been President of Marathon Petroleum Corporation, an oil refining and transportation fuels marketing company, since July 2017.  Mr. Templin has also served as a Director of MPLX LP, a diversified midstream energy master limited partnership, since June 2012.  From January 2016 to June 2017, he was Executive Vice President of Marathon Petroleum Corporation and the President of MPLX LP.  Prior thereto, Mr. Templin was Executive Vice President, Supply, Transportation and Marketing of Marathon Petroleum Corporation from March 2015 to December 2015; Senior Vice President and Chief Financial Officer of Marathon Petroleum Corporation from June 2011 to February 2015; and the Executive Vice President of MPLX LP from March 2015 to December 2015. Prior thereto, he was the Vice President and Chief Financial Officer of MPLX LP from June 2012 to February 2015. Mr. Templin was the managing partner of the Audit Practice for PricewaterhouseCoopers LLP, a registered public accounting firm, in Georgia, Alabama and Tennessee from 2009 to 2011, and in various audit partner and leadership roles since 1996.  While at PricewaterhouseCoopers LLP, Mr. Templin had more than 25 years of experience providing auditing and advisory services to a wide variety of public companies.  Mr. Templin formerly served as the Managing Partner of PricewaterhouseCoopers LLP in Kazakhstan and also participated in the International Service Program in Price Waterhouse’s World Office in London, England.  The Company believes that Mr. Templin’s qualifications to sit on the Board include his extensive global experience and his financial acumen gained through serving a variety of multinational and public companies.

In the event of a Covered Change of Control Termination (as defined in the Agreements), then instead of any other severance benefits payable to the executive, the executive would receive: (i) a lump sum equal to the sum of: (A) two (2) years (three (3) years in the case of Mr. Dearth) of the executive’s then current base salary, (B) two (2) times (three (3) times in the case of Mr. Dearth) the Bonus Amount, and (C) the aggregate amount of contributions that would be credited to the executive under the Company’s 401(k) plan for the two (2) years (three (3) years in the case of Mr. Dearth) following the effective date of termination in connection with (a) the Company’s fixed contribution to the plan (currently 3%), and (b) the Company’s matching contributions of employee contributions to the plan at the then-current rate of matching contributions, assuming that the executive were to continue to participate in the plan and to make the maximum permissible contribution thereunder for the two (2) year (three (3) years in the case of Mr. Dearth) period; (ii) his normal health and welfare benefits (but not including additional stock or option grants) on a monthly basis during the two (2) year (three (3) years in the case of Mr. Dearth) period following the occurrence of a Change of Control (as defined in the Agreements), including health, dental and life insurance benefits the executive was receiving prior to the Change of Control (subject to any limits imposed under Section 409A of the Code); and (iii) all stock options and stock appreciation rights previously granted to the executive by the Company, and shall be fully vested in all restricted stock, stock units and similar stock-based or incentive awards (assuming “target” satisfaction of any applicable performance conditions) previously granted to the executive by the Company, regardless of any deferred vesting or deferred exercise provisions of such arrangements; provided, however, that the payment of restricted units shall not be accelerated except as provided in the award agreement under which they were granted.  The Change of Control severance payments are payable on the first day following the six (6) month anniversary of the date of the Covered Change of Control Termination (as defined in the Agreements).

If, after a Change of Control, as defined in the named executive officer’s employment agreement, a named executive officer’s employment is terminated by the Company (other than termination by the Company for cause and subject to certain time limitations) or the named executive officer terminates his employment in certain circumstances which constitute good reason (as defined in the employment agreements and subject to certain time limitations) the named executive officer will be entitled to the following benefits: In lieu of the normal severance benefits described above, the named executive officer will be entitled to a lump sum equal to: (i) two (2) years (three (3) years for the Chief Executive Officer) of the named executive officer’s base salary; plus (ii) two (2) times (three (3) times for the Chief Executive Officer) the Bonus Amount as defined above; plus (iii) the amount equal to the Bonus Amount times the fraction the numerator of which is the number of the calendar month during which the Change of Control occurred (with January being one (1) and December being twelve (12)) and the denominator of which is twelve (12); plus (iv) the matching contributions that would have been credited to the named executive officer under the Company’s 401(k) plan for the two (2) years (three (3) years for the Chief Executive Officer) following the effective date of termination of the named executive officer’s employment; plus (v) an additional lump sum payment equal to the reasonable estimated costs for health and welfare benefits for two (2) years (three (3) years for the Chief Executive Officer).

The foregoing information is taken from a Schedule 13D filed with the SEC on January 8, 2018 by Gabelli.  The filing states that Gabelli Funds, LLC has sole voting power and sole dispositive power with respect to 1,614,612 shares; GAMCO Asset Management Inc. has sole voting power with respect to 512,377 shares and sole dispositive power with respect to 575,377 shares; Gabelli & Company Investment Advisers, Inc. has sole voting power and sole dispositive power with respect to 393,684 shares; MJG Associates, Inc. has sole voting power and sole dispositive power with respect to 26,000 shares; Associated Capital Group, Inc. has sole voting power and sole dispositive power with respect to 7,900 shares; Gabelli has sole voting power and sole dispositive power with respect to 34,000 shares. The filing states that Gabelli is deemed to have beneficial ownership of the shares owned by each of GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli & Company Investment Advisers, Inc., MJG Associates, Inc., and Associated Capital Group, Inc.  In addition, Gabelli & Company Investment Advisers, Inc. is deemed to have beneficial ownership of the shares owned beneficially by G.research, LLC. The filing further states that Associated Capital Group, Inc., GAMCO Investors, Inc. and GGCP, Inc. are deemed to have beneficial ownership of the shares owned beneficially by each of Gabelli Funds, LLC, GAMCO Asset Management Inc., Gabelli & Company Investment Advisers, Inc., MJG Associates, Inc., and Associated Capital Group, Inc.  According to Schedule 13D, each of the reporting persons and covered persons has the sole power to vote or direct the vote and sole power to dispose or direct the disposition of the shares reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO Asset Management Inc. does not have the authority to vote 63,000 of the shares; (ii) Gabelli Funds, LLC has sole dispositive and voting power with respect to the shares of Calgon Carbon Corporation held by the funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in Calgon Carbon Corporation and, in that event, the proxy voting committee of each fund shall respectively vote that fund’s shares; (iii) the proxy voting committee of each fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances, and (iv) the power of Gabelli, Associated Capital Group, Inc., GAMCO Investors, Inc., and GGCP, Inc. is indirect with respect to the shares beneficially owned directly by the other reporting persons. The filing also states that the investment advisory clients of, or partnerships managed by, GAMCO Asset Management Inc., Gabelli Funds, LLC, Teton Advisors, Inc. and MJG Associates, Inc. have the sole right to receive and, subject to the notice, withdrawal and/or termination provisions of such advisory contracts and