SNYDER'S-LANCE, INC.

John E. Denton works as a private investor. From 2004 until 2009, Mr. Denton was a partner at Maloney, Mitchell and Denton, a commercial real estate firm specializing in planned unit developments and mixed use communities. He has worked as a Division Manager at Proctor and Gamble Food Products, President of Hanover Foods, and Chairman and Chief Executive Officer of New World Pasta. Mr. Denton also served as President and Chief Executive Officer of Snyder’s from 1992 to February 2000. Mr. Denton served as a member of the board of directors of Snyder’s until December 2010 when he was elected to the Company’s board of directors in connection with the Merger. Mr. Denton is qualified for service on the board of directors because of his extensive knowledge of the food industry acquired through his experience with numerous companies in the industry, including Snyder’s. His understanding and appreciation of Snyder’s business is valuable to the board of directors.

Brian J. Driscoll has served as President and Chief Executive Officer of Snyder’s-Lance, Inc. since June 26, 2017. Mr. Driscoll was previously named Interim President and Chief Executive Officer of Snyder’s-Lance, Inc. on April 17, 2017. Mr. Driscoll was appointed to the Company’s board of directors on February 29, 2016 in connection with the Company’s acquisition of Diamond. Mr. Driscoll previously served as President and Chief Executive Officer of Diamond and was a member of the Diamond board of directors from May 2012 to February 2016. Prior to joining Diamond, from June 2010 to March 2012, Mr. Driscoll was Chief Executive Officer of Hostess Brands, which filed for Chapter 11 bankruptcy protection in January 2012. From 2002 to June 2010, he held senior management positions at Kraft Foods, Inc., including as President, Sales, Customer Service and Logistics, Kraft North America from 2007 to June 2010. Mr. Driscoll joined Kraft Foods, Inc. as a result of Kraft’s acquisition of Nabisco, where he worked from 1995 to 2002, first as President of Sales and Integrated Logistics and later as the Senior Vice President, Biscuit Sales and Customer Service. Earlier in his career, Mr. Driscoll held sales and sales management positions of increasing responsibility at Nestlé USA and Procter & Gamble Company. Mr. Driscoll holds a B.S. degree from St. John’s University. Mr. Driscoll brings to the Board extensive experience in the food and consumer packaged goods industries as well as a background in general management, sales and logistics.

Section 16(a) of the Exchange Act requires our executive officers, directors and certain persons who beneficially own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Executive officers, directors and beneficial owners of more than 10% of our common stock are required to furnish us copies of all ownership reports they file. Based solely on our review of the reports that we received and written representations that no other reports were required, we believe that our executive officers, directors and beneficial owners of more than 10% of our common stock complied with all applicable filing requirements on a timely basis during fiscal year 2017, except for the filing of a Form 4 on behalf of Carl E. Lee, Jr. that was inadvertently filed late on March 31, 2017 reporting a grant of options that occurred on May 13, 2016; the filing of a Form 4 on behalf of Brian J. Driscoll that was inadvertently filed late on May 18, 2017 reporting a sale of shares that occurred on March 6, 2017; the filing of a Form 4 on behalf of Jeffrey A. Atkins that was inadvertently filed late on May 15, 2017 reporting a grant of restricted stock units that occurred on May 10, 2017; the filing of a Form 4 on behalf of John E. Denton that was inadvertently filed late on May 15, 2017 reporting a grant of restricted stock units that occurred on May 10, 2017; the filing of a Form 4 on behalf of Lawrence V. Jackson that was inadvertently filed late on May 15, 2017 reporting a grant of restricted stock units that occurred on May 10, 2017; the filing of a Form 4 on behalf of James W. Johnston that was inadvertently filed late on May 15, 2017 reporting a grant of restricted stock units that occurred on May 10, 2017; and the filing of a Form 4 on behalf of David C. Moran that was inadvertently filed late on May 15, 2017 reporting a grant of restricted stock units that occurred on May 10, 2017.

The Audit Committee is currently composed of Chairman Atkins and Messrs. Brubaker, Denton, Johnston, Moran and Tidwell. The functions of the Audit Committee includes assisting the board of directors in fulfilling its oversight responsibilities by overseeing and reviewing the financial reports and other financial information provided to the shareholders; providing director oversight of the independent auditor, which includes having sole authority and responsibility for appointment, termination and compensation of the independent auditor; consulting with the independent auditor out of the presence of management about internal controls and the fullness and accuracy of our financial statements; reviewing the integrity of our internal and external financial reporting processes; considering and approving, if appropriate, major changes to our auditing and accounting principles and practices as suggested by the independent auditor, management or the internal auditor; monitoring our systems and procedures for compliance with laws, regulations and other legal requirements; overseeing our risk assessment and risk management policies; overseeing the development of our enterprise risk management policies and procedures; and reviewing capital expenditure projects, acquisitions and divestitures in excess of $5 million. The Audit Committee met five times during the 2017 fiscal year. The board of directors has determined that each of Mr. Atkins and Mr. Brubaker is an “audit committee financial expert” within the meaning of applicable SEC regulations. The board of directors has determined that each member of the Audit Committee is financially sophisticated and is able to read and understand our consolidated financial statements and is “independent” within the meaning of applicable NASDAQ listing standards and Rule 10A-3 under the Exchange Act.

Additionally, in accordance with the terms of the Lee Agreement, Mr. Lee was entitled to (i) a total payment of $3,560,000, which is his base salary and target bonus multiplied by two and is payable in 24 monthly installments; (ii) be eligible for the Company’s 2017 Annual Performance Incentive Plan for Officers and Key Managers, subject to actual performance and paid when paid to other plan participants and prorated for the number of days employed in fiscal 2017, which was 101 days out of 365 days; (iii) be eligible for a prorated portion of his outstanding performance equity awards, subject to the satisfaction of the performance goals and paid when active employees are paid for the same performance awards; (iv) be eligible for awards, if any, owed pursuant to the (A) 2015 long term incentive plan annual grant with a three year performance period payable in 2018 when other active eligible employees are paid, (B) 2016 long term incentive plan annual grant with a three year performance period payable in 2019 when other active eligible employees are paid and (C) 2017 long term incentive plan annual grant with a three year performance period payable in 2020 when other active eligible employees are paid; (v) exercise his outstanding vested options for a period of one year following the Effective Date (or the original expiration date, if earlier), while outstanding unvested equity awards will not be accelerated and will be forfeited and cancelled, except for the 302,867 options he received pursuant to the Executive Retention Agreement dated May 13, 2016, which shall continue to vest in accordance with the current vesting schedule (vesting on May 13, 2019), except for the continuous employment requirement, and shall be exercisable for a period of one year following the vesting date, (vi) indemnification from any claims asserted against Mr. Lee arising out of his prior performance of his duties with the Company and its affiliates to the same extent as the Company indemnifies the Company’s retired officers or directors; (vii) one year of outplacement assistance, not to exceed a value of $89,0000; and (viii) reimbursement of applicable health plan reimbursements for up to three years, subject to the limitations set forth in the Lee Executive Severance Agreement.

The audit committee’s policy is to pre-approve all audit and non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit- related services, tax services and other services. Proposed services may either be subject to case-by- case pre-approval by the audit committee or may be pre-approved by the audit committee on a categorical basis. Pre-approval is generally provided for up to one year. Any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The audit committee has delegated pre-approval authority to its Chairman and may delegate such pre- approval authority to another member of the audit committee in its discretion. Any services approved by the Chairman or such other member of the audit committee must be reported to the full audit committee at its next scheduled meeting. Our Corporate Controller is required to periodically report to the full audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with the pre-approval policies and the fees for the services performed to date. None of the fees paid by us to the independent registered public accounting firm under the categories Audit-Related, Tax and All Other Fees described above were approved by the audit committee after services were rendered pursuant to the de minimis exception established under the regulations of the SEC.