UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ý    Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨    Preliminary Proxy Statement

¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý    Definitive Proxy Statement

¨    Definitive Additional Materials

¨    Soliciting Material Pursuant to Section 240.14a-12

Jason Industries, Inc.

______________________________________________________________________________________

(Name of Registrant as Specified In Its Charter)

______________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý    No fee required

¨    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

__________________________________________________________________________________

(2) Aggregate number of securities to which transaction applies:

__________________________________________________________________________________

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

__________________________________________________________________________________

(4) Proposed maximum aggregate value of transaction:

__________________________________________________________________________________

(5) Total fee paid:

__________________________________________________________________________________

¨    Fee paid previously with preliminary materials.

¨    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

__________________________________________________________________________________

(2) Form, Schedule or Registration Statement No.:

__________________________________________________________________________________

(3) Filing Party:

__________________________________________________________________________________

(4) Date Filed:

__________________________________________________________________________________

NOTICE OF ANNUAL MEETING

AND

PROXY STATEMENT

Jason Industries, Inc.

833 East Michigan Street

Suite 900

Milwaukee, WI 53202

(414) 277-9300

April 13, 2017

Dear Fellow Stockholder:

On behalf of the Board of Directors and management of Jason Industries, Inc., we cordially invite you to attend the 2017 Annual Meeting of Stockholders, which will be held at 833 East Michigan Street, Fourth Floor Conference Room, Milwaukee, Wisconsin 53202 at 8:00 a.m., Central Time, on Thursday, May 18, 2017.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement describe the formal business that will be conducted at the Annual Meeting. Once the business of the Annual Meeting concludes, we will address any stockholder questions.

We sincerely hope you will be able to attend our Annual Meeting. However, whether or not you attend, it is important that you vote your shares. If you own shares through a broker, bank or other nominee, please vote your shares by providing your broker, bank or nominee with your voting instructions.

Thank you for your continued support of Jason Industries, Inc.

Sincerely yours,

Brian K. Kobylinski

President and Chief Executive Officer

833 East Michigan Street

Suite 900

Milwaukee, WI 53202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2017 Annual Meeting of Stockholders of Jason Industries, Inc. will be held on Thursday, May 18, 2017, at 8:00 a.m., Central Time at 833 East Michigan Street, Fourth Floor Conference Room, Milwaukee, Wisconsin 53202, for the following purposes:

1. To elect the three directors nominated by the Board of Directors to the Board of Directors to each serve a three year term expiring at the 2020 Annual Meeting;

2. To approve, by advisory vote, the compensation of our named executive officers;

3. To ratify the selection of PricewaterhouseCoopers LLP, as Jason Industries, Inc.’s independent registered public accounting firm, for the fiscal year ending December 31, 2017; and

4. To take action upon any other business as may properly come before the 2017 Annual Meeting and any adjournments or postponements of that meeting.

The Board of Directors recommends a vote FOR items 1, 2 and 3. The Board of Directors or proxy holders will use their discretion on other matters that may arise at the 2017 Annual Meeting.

The Board of Directors fixed the close of business on March 29, 2017 as the record date for determining stockholders entitled to notice of and to vote at the 2017 Annual Meeting and any adjournments or postponements of that meeting.

By Order of the Board of Directors,

Jason Industries, Inc.

Thomas L. Doerr, Jr.

Vice President, General Counsel and Secretary

Milwaukee, Wisconsin

April 13, 2017

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on May 18, 2017

The Proxy Statement and our 2016 Annual Report on Form 10-K are available at http://www.proxyvote.com.

Although you can vote at the Annual Meeting, we urge you to submit your proxy as soon as possible. If the records of our transfer agent, Continental Stock Transfer & Trust Company, show that you own shares in your name, you can submit your proxy for those shares by using the toll-free telephone number or the website

address provided in the Proxy Statement. Alternatively, you can mark your votes on the proxy card we have enclosed, sign and date it, and mail it in the postage-paid envelope we have provided. Instructions for using these convenient services are set forth on the proxy card.

If you own shares in street name, we encourage you to provide voting instructions to your bank, broker or other nominee. Street name holders may also vote by telephone or the internet if their bank, broker or other nominee make those methods available, in which case the bank, broker or other nominee will enclose the instructions along with the Proxy Statement. Street name holders who wish to vote at the Annual Meeting will not be able to do so unless they obtain a proxy issued in their name from their broker, bank or other nominee in advance of the meeting, or otherwise follow the instructions provided by their bank, broker or other nominee.

PROXY STATEMENT

TABLE OF CONTENTS

Questions and Answers about the Meeting	1
Questions and Answers about the Company	4
Proposals to be voted on	6
Proposal 1: Election of Directors	6
Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers	14
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm	15
Other Matters to Come Before the Annual Meeting	17
Corporate Governance Principles and Board Matters	18
Certain Relationships and Related Transactions	22
Security Ownership of Certain Beneficial Owners and Management	24
Section 16(a) Beneficial Ownership Reporting Compliance	28
Executive Compensation	29
Compensation Discussion and Analysis	29
Compensation Risk Assessment	38
Summary Compensation Table	39
Grants of Plan Based Awards for 2016	42
Outstanding Equity Awards at December 31, 2016	43
Option Exercises and Stock Vested in 2016	45
Pension Benefits	46
Nonqualified Deferred Compensation	47
Potential Payments Upon Termination or Change-in-Control	48
Director Compensation	53
Compensation Committee Report	54
Audit Committee Report	55
Stockholder Proposals	56
Delivery of Proxy Materials to Households	57

Jason Industries, Inc.

833 East Michigan Street

Suite 900

Milwaukee, WI 53202

(414) 277-9300

April 13, 2017

PROXY STATEMENT

The Board of Directors (sometimes referred to as the “Board”) of Jason Industries, Inc. requests the proxy accompanying this Proxy Statement for use at the 2017 Annual Meeting of Stockholders, which will be held on May 18, 2017, at 833 East Michigan Street, Fourth Floor Conference Room, Milwaukee, Wisconsin 53202 and at any adjournment or postponement of the meeting (the “Annual Meeting”). We first sent proxy materials to stockholders, and posted such materials on the internet, on or about April 13, 2017.

Unless otherwise indicated, as used in this Proxy Statement, “we,” “our,” “us,” the “Company” or “Jason” refer to Jason Industries, Inc.

QUESTIONS AND ANSWERS ABOUT THE MEETING

Q: What Is the Purpose of the Annual Meeting?

A: (1) To elect the three directors nominated by the Board of Directors to the Board of Directors to each serve a three year term expiring at the 2020 Annual Meeting; (2) to approve, by advisory vote, the compensation of our named executive officers; (3) to ratify the selection of PricewaterhouseCoopers LLP, as the Company's independent registered public accounting firm, for the fiscal year ending December 31, 2017; and (4) to take action upon any other business as may properly come before the Annual Meeting and any adjournments or postponements of the meeting. The Notice of Annual Meeting of Stockholders and this Proxy Statement describe these matters in more detail.

Q: Who Can Attend the Annual Meeting?

A: All stockholders of the Company, or individuals that stockholders have duly appointed as their proxies, may attend the Annual Meeting. Appointing a proxy in response to this request will not affect a stockholder’s right to attend the Annual Meeting.

Q: What Constitutes a Quorum?

A: The presence of holders of a majority in voting power of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting, in person or represented by proxy, constitute a quorum. In the absence of a quorum, a majority of our stockholders, attending the Annual Meeting or represented by proxy, will have power to adjourn the Annual Meeting.

If you vote, your shares will count toward satisfying the quorum requirement. If you return a proxy card marked “ABSTAIN” or without voting instructions, your shares of common stock will also count toward satisfying the quorum requirement. Also, in those instances where banks, brokers or other nominees who hold shares on behalf of others have returned a proxy, but could not vote the shares on particular matters without receiving voting instructions from the beneficial owners (“broker non-votes”), those shares will count toward satisfying the quorum

1

requirement. If you own shares in street name, we encourage you to provide voting instructions to your broker, bank or other nominee. Once a share is counted as present at the Annual Meeting, it will count as present for quorum purposes throughout the Annual Meeting (including any adjournment or postponement of that meeting unless a new record date is or must be set for the adjournment or postponement).

Q: Who Is Entitled to Vote?

A: The Board of Directors fixed the close of business on March 29, 2017 as the record date for determining stockholders entitled to notice of and to vote at the 2017 Annual Meeting and any adjournments or postponements of the meeting. Only holders of the 25,898,257 shares of our common stock outstanding as of the close of business on March 29, 2017 can vote at the Annual Meeting. Each of these stockholders has one vote for each share of our common stock held on that date on each proposal.

Q: How Do I Vote?

A: If the records of our transfer agent show that you own shares in your name at the close of business on March 29, 2017, you may vote in one of the following ways:

1. By Internet before the Annual Meeting: You may access the website at http://www.proxyvote.com to cast your vote 24 hours a day, 7 days a week. You will need your control number found on your proxy card. Follow the instructions provided to cast your vote.

2. By telephone: If you reside in the United States, you may call (800) 690-6903 by using any touch-tone telephone, 24 hours a day, 7 days a week. Have your proxy card in hand when you call and follow the voice prompts to cast your vote.

3. By mail: Mark, sign and date your proxy card and return it in the envelope we have included with this Proxy Statement.

4. At the Annual Meeting: If you are a stockholder of record, you may attend the Annual Meeting and vote your shares at the meeting.

If you own shares in street name, you may vote by telephone or the internet if your bank, broker or other nominee makes those methods available, in which case your bank, broker or other nominee will provide instructions with your Proxy Statement. The telephone and internet voting procedures will authenticate your identity, allow you to give your voting instructions and confirm that we have properly recorded your instructions. If you vote by using the internet, you should understand that there might be costs associated with electronic access that you must bear, such as usage charges from internet access providers and telephone companies.

2

Q: What Is the Effect of Not Voting at the Annual Meeting?

A: The consequences of not voting at the Annual Meeting will depend on how you own your shares. If the records of our transfer agent show that you own shares in your name and you do not vote, we cannot consider those shares present at the meeting and they will not count toward satisfying the quorum requirement.

If you own shares in street name and do not vote, your broker, bank or other nominee may vote your shares at the meeting. If you do not give voting instructions for your shares, your broker, bank or other nominee may or may not be able to vote your shares in its discretion depending on the proposals before the meeting. Your broker, bank or other nominee may vote your shares in its discretion on routine matters such as Proposal 3, the ratification of the selection of our independent registered public accounting firm, but may not vote your shares in its discretion on the other proposals. If you own shares in street name, we encourage you to provide voting instructions to your broker, bank or other nominee.

Q: Can I Change My Vote After I Submit My Proxy?

A: Yes. You can change your vote at any time before the Annual Meeting by submitting a new proxy or by providing written notice to our Secretary and voting at the Annual Meeting. Your attendance at the Annual Meeting does not in and of itself revoke your proxy.

Unless you properly revoke your proxy by submitting written notice to our Secretary, the persons you have appointed will vote your shares at the Annual Meeting. If you specify a choice by means of the proxy, the persons you have appointed will vote your shares as you specify. If you do not specify a choice, the persons you have appointed will vote your shares in accordance with the recommendations of the Board of Directors.

Q: What Am I Voting On?

A: You are voting on three company proposals:

Proposal 1: Election of Directors

Election of the following three directors nominated by the Board of Directors to each serve a three year term expiring at the 2020 Annual Meeting:

1. Edgar G. Hotard;

2. James E. Hyman; and

3. Jeffry N. Quinn.

Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers

We are seeking stockholder approval, on an advisory basis, of the compensation of our named executive officers.

Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has selected PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. We are seeking stockholder ratification of that selection.

Q: What Are the Board of Directors’ Recommendations?

A: The Board of Directors recommends a vote:

FOR election of the three nominees to the Board of Directors (see Proposal 1);

FOR approval of the compensation of our named executive officers (see Proposal 2); and

FOR ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm (see Proposal 3).

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board.

3

Q: What Vote Is Required to Approve Each Proposal?

A: For Proposal 1, directors are elected by a plurality of all of the votes cast by holders of shares of our common stock represented in person or by proxy and entitled to vote thereon at the Annual Meeting. This means that the three nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Broker non-votes will have no effect on the election of directors.

If a quorum is present at the Annual Meeting, the following matters require the affirmative vote of the holders of a majority of our common stock represented in person or by proxy and entitled to vote on the proposal: Proposal 2, the approval, by advisory vote, of the compensation of our named executive officers and Proposal 3, ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2017. Abstentions will have the same effect as a vote “Against” these proposals, and broker non-votes will not be counted for purposes of whether Proposal 2 has been approved.

Q: Are There Any Other Items That Are to be Acted Upon During the Annual Meeting?

A: No. We are not aware of any other matters that you will vote on at the Annual Meeting. In addition, the deadlines have passed under Rule 14a-8 of the Securities Exchange Act of 1934 and our Bylaws for stockholders to submit their own proposals for presentation at the Annual Meeting. If other matters are properly brought before the Annual Meeting with the assent of the Board of Directors, the named proxies will vote in their discretion on these matters.

Q: Who Will Count the Vote?

A: Broadridge Financial Solutions, Inc. will count the vote. Chad Paris, our Vice President - Investor Relations, Financial Planning & Analysis, will serve as the inspector of the election.

Q: Who Pays to Prepare and Solicit the Proxies?

A: We pay the cost of soliciting the proxies relating to the Annual Meeting, except for some costs that may arise through your use of the telephone or internet. We may request proxies in person, by telephone, internet and facsimile, as well as through the mail. We also expect to ask banks, brokerage houses and other custodians, nominees or fiduciaries to forward proxy materials to their principals and to obtain proxies. We will reimburse these institutions for their out-of-pocket expenses.

Q: Is the proxy statement available online?

A: Yes, the Proxy Statement and our 2016 Annual Report on Form 10-K are available at http://www.proxyvote.com. If you access documents by using the internet, you should understand that there might be costs associated with electronic access that you must bear, such as usage charges from internet access providers and telephone companies.

QUESTIONS AND ANSWERS ABOUT THE COMPANY

Q: Where Can I Find Corporate Governance Materials for Jason?

A: The Corporate Governance page of our website at http://www.jasoninc.com contains our Corporate Governance Guidelines, our General Code of Ethics, the charters for the Audit Committee, Corporate Governance and Nominating Committee and Compensation Committee, our By-laws and a list of the members of the Board of Directors. We are not including the information available through our website as a part of this Proxy Statement. As a stockholder, you can request paper copies of the documents found on the Corporate Governance page of our website at any time by contacting our Investor Relations Department by: (a) mail at Jason Industries, Inc., Attention: Investor Relations, 833 East Michigan Street, Suite 900, Milwaukee, Wisconsin 53202, (b) telephone at 414-277-9300 or (c) email at investors@jasoninc.com. If you access documents electronically, you should understand that there might be costs to access materials electronically that you must bear, such as usage charges from internet access providers and telephone companies.

4

Q: How May Stockholders or Other Interested Parties Contact the Members of the Board of Directors?

A: The Corporate Governance page of our website lists the current members of the Board of Directors. Stockholders and other parties interested in communicating with Jeffry N. Quinn, the Chairman of the Board, or any other director, may do so by writing in care of our Secretary, 833 East Michigan Street, Suite 900, Milwaukee, Wisconsin 53202. We open and forward all mail to the director or directors specified in the communication.

Q: How May I Recommend a Candidate to Serve on the Board of Directors?

A: Stockholders may recommend candidates for consideration by the Corporate Governance and Nominating Committee at any time by writing to the Chairman of the committee in care of our Secretary at the above address. To enable the committee to consider a stockholder recommendation in connection with the 2018 annual meeting of stockholders, we must receive the recommendation on or before February 17, 2018, but no earlier than January 18, 2018. Under “Corporate Governance Principles and Board Matters—Board Committees—Corporate Governance and Nominating Committee,” we discuss the criteria that the Corporate Governance and Nominating Committee considers when identifying and recommending new candidates to serve on the Board.

5

PROPOSALS TO BE VOTED ON

PROPOSAL 1:

ELECTION OF DIRECTORS

Our Board is divided into three classes. Each year, the stockholders elect one class of directors for a term of three years.

The Board currently consists of seven members: three with terms that expire at the Annual Meeting (Class III Directors), two with terms that expire at the 2018 annual meeting of stockholders (Class I Directors) and two with terms that expire at the 2019 annual meeting of stockholders (Class II Directors).

Of the three director nominees that the Board of Directors has nominated, whom we identify below, all are currently Class III Directors. All nominees have advised us that they will serve if elected.

Below, we provide the following information for each member of the Board of Directors:

• age as of March 29, 2017;

• principal occupations for at least the past five years;

• the names of any other public companies where the nominee or director currently serves as a director or has served during the past five years; and

• the particular experience, qualifications, attributes or skills that led the Board to conclude that the person should serve, or continue to serve, as a director of the Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE FOLLOWING THREE NOMINEES.

6

Nominees of the Board of Directors for election as Class III Directors for terms expiring at the 2020 Annual Meeting:

Edgar G. Hotard, 73, 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. Mr. Hotard is well qualified to serve as a director due to, among his other experience, skills and qualifications, his background in emerging markets and advanced materials manufacturing, as well as his experience in public company governance.

7

James E. Hyman, 58, 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.

8

Jeffry N. Quinn, 58, 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.

9

Incumbent Directors Not Standing for Election at the Annual Meeting:

Class I Directors—Terms Expiring at 2018 Annual Meeting of Stockholders

James P. Heffernan, 71, 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.

10

James M. Sullivan, 56, 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.

11

Class II Directors—Terms Expiring at 2019 Annual Meeting of Stockholders

Mitchell I. Quain, 65, 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.

12

Dr. John Rutledge, 68, 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.

13

PROPOSAL 2:

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are asking our stockholders to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in accordance with the executive compensation disclosure rules contained in Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”). The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers as disclosed in the “Compensation Discussion and Analysis” section and the accompanying executive compensation tables and narrative discussion contained in this Proxy Statement. The Company asks that you support the compensation of our named executive officers as so disclosed. Because your vote is advisory, it will not be binding on the Compensation Committee, the Board or the Company. However, the Board and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation.

As described in the “Compensation Discussion and Analysis” section of this Proxy Statement, our executive compensation program is designed to attract, motivate and retain talented and experienced executives, reward executives who are critical to the Company’s success, align the interests of our executive officers and stockholders, recognize the contributions each executive makes to the Company’s success, foster a shared commitment among executives and incentivize executive officers to manage the business to meet long-range objectives. A significant portion of our executive officers’ compensation has historically been at risk, reflecting our belief that individuals should be rewarded for performance that contributes to the Company achieving its long-term and short-term strategic business objectives. In addition, the Company also seeks to reward its executive officers for operating performance, as well as the accomplishment of strategic corporate goals and personal performance goals. We believe the Company’s compensation program as a whole is well suited to promote the Company’s objectives in both the long-term and short-term.

We believe that our executive compensation arrangements should employ a strong pay-for-performance philosophy for our entire executive team, including our named executive officers. Our compensation program is structured to place a significant portion of our executive officers’ compensation at risk through the annual cash bonus opportunities provided under our Management Incentive Compensation Plan as well as through awards of performance- and time-based restricted stock units that are contingent on the achievement of performance targets or continued employment over a three-year period.

We believe that our pay-for-performance philosophy accomplishes three main objectives: (1) aligns leadership and stockholders; (2) aligns leadership and company goals; and (3) attracts and retains company talent. Accordingly, the following resolution will be submitted to our stockholders for approval at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.”

Proxies solicited by the Board will be voted “FOR” approval of the compensation of our named executive officers unless a stockholder specifies otherwise.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

14

PROPOSAL 3:

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP, an independent registered public accounting firm, performed an audit of our consolidated financial statements for the fiscal year ended December 31, 2016. The Audit Committee has selected PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the 2017 fiscal year, and the Audit Committee is presenting this selection to stockholders for ratification. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions.

If PricewaterhouseCoopers LLP declines to act as our independent registered public accounting firm or the Audit Committee does not want to use PricewaterhouseCoopers LLP as our independent registered public accountant, the Audit Committee will appoint another independent registered public accounting firm. If the stockholders do not ratify the engagement of PricewaterhouseCoopers LLP at the Annual Meeting, then the Audit Committee will reconsider its selection of PricewaterhouseCoopers LLP.

15

Principal Accountant Fees and Services

The fees we incurred for services that our independent registered public accounting firms provided in each of the last two fiscal years are listed in the following table:

	2016		2015
Audit fees	$	1,785,906	$	1,925,000
Audit-related fees	14,735		72,000
Tax fees	36,408		48,000
All other fees	18,674		65,000
	$	1,855,723	$	2,110,000

Audit fees included fees for the audit of our consolidated financial statements, and quarterly interim reviews and foreign statutory audits. Tax fees included tax advice, planning, compliance and transaction consulting and foreign tax filings. All other fees included foreign statutory compilation services as well as other permitted advisory services.

The Audit Committee charter requires that the Audit Committee pre-approve all services provided by our independent registered public accounting firm. In selecting PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017, the Audit Committee reviewed all 2016 audit services provided by PricewaterhouseCoopers LLP to make sure they were compatible with maintaining the independence of PricewaterhouseCoopers LLP.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

16

OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING

The Board of Directors and management do not intend to bring any matters before the Annual Meeting other than those to which we referred in the Notice of Annual Meeting and this Proxy Statement. If any other matters come before the Annual Meeting, the persons named on the proxy cards intend to vote the shares that stockholders have authorized those persons to vote in accordance with their judgment on those matters. To bring business before an annual meeting, a stockholder must give written notice to our Secretary before the meeting and comply with the terms and time periods that our Bylaws specify (see “Stockholder Proposals”). No stockholder has given written notice to our Secretary of a desire to bring business before the Annual Meeting in compliance with the terms and time periods that our Bylaws specify.

17

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

Corporate Governance Guidelines

The Board of Directors has adopted corporate governance guidelines that, in conjunction with the Board committee charters, establish processes and procedures to help ensure effective and responsive governance by the Board. The corporate governance guidelines also establish the Company’s policies on director orientation and continuing education and provide that the Board will be assessed on an annual basis to determine whether it and its committees are functioning effectively. In addition, the Company’s corporate governance guidelines provide that the Board have regularly scheduled meetings at which the independent directors meet in executive session without the Company’s executive officers being present. The Board does not have a policy that requires the separation of the roles of Chairman and Chief Executive Officer, and believes the Company should adopt the practice that best serves its needs at any particular time. However, if the Board elects a Chairman who is also the Company's Chief Executive Officer, the independent directors will elect a Lead Director from among the independent directors. Any Lead Director would be subject to annual election by the independent directors for so long as the roles of Chairman and Chief Executive Officer are combined. The corporate governance guidelines are available on our website at www.jasoninc.com. We are not including the information available through our website as a part of this Proxy Statement.

Independent Directors

Messrs. Heffernan, Hotard, Hyman, Quain and Sullivan and Dr. Rutledge qualify as independent directors in accordance with the listing requirements of NASDAQ. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, as further required by the NASDAQ rules, the Board has made a subjective determination as to each independent director that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Board Committees

The Board’s standing committees currently consist of an Audit Committee, Compensation Committee and a Corporate Governance and Nominating Committee. Each of the committees report to the Board as they deem appropriate and as the Board may request. The composition, duties and responsibilities of these committees are set forth below.

Audit Committee

The Audit Committee met 9 times during 2016.

The Board has adopted a written charter for the Audit Committee, which is available on our corporate website at www.jasoninc.com. The Audit Committee charter provides that the Audit Committee shall provide assistance to the Board in fulfilling its oversight responsibility relating to:

• the integrity of our financial statements and our financial reporting process;

• the systems of internal accounting and financial controls;

• the performance of our internal audit function and independent auditor;

• the independent auditor’s qualifications and independence; and

• our compliance with legal and regulatory requirements.

The Audit Committee charter also provides that the Audit Committee shall prepare any reports that SEC rules require to be included by it in our annual proxy statement and other filings.

18

The Audit Committee consists of Messrs. Hotard and Sullivan and Dr. Rutledge, with Mr. Sullivan serving as the Chair. The Board has determined that Messrs. Hotard and Sullivan and Dr. Rutledge qualify as independent according to the rules and regulations of the SEC and NASDAQ with respect to audit committee membership. The Board has also determined that Mr. Sullivan qualifies as our “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Compensation Committee

The Compensation Committee met 6 times during 2016.

The Board has adopted a written charter for the Compensation Committee, which is available on our corporate website at www.jasoninc.com. The Compensation Committee charter provides that the Compensation Committee’s primary purpose and responsibilities are:

• to review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation, to evaluate the Chief Executive Officer’s performance according to these goals and objectives and to determine and approve the Chief Executive Officer’s compensation level based on this evaluation;

• to screen and recommend to the Board for approval individuals qualified to become Chief Executive Officer of the Company;

• to recommend to the Board for approval total compensation for the members of the Board and to approve total compensation for senior executive officers, including oversight of all senior executive benefit plans;

• to oversee our general incentive-compensation plans and equity-based plans; and

• to produce a compensation committee report on executive compensation, as required by the SEC.

The Compensation Committee consists of Messrs. Heffernan, Hyman and Quain, with Mr. Heffernan serving as the Chair. The Board has determined that Messrs. Heffernan, Hyman and Quain qualify as independent according to the rules of NASDAQ with respect to Compensation Committee membership.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee met 4 times during 2016.

The Board has adopted a written charter for the Corporate Governance and Nominating Committee, which is available on our corporate website at www.jasoninc.com. The Corporate Governance and Nominating Committee charter provides that the Corporate Governance and Nominating Committee’s primary purpose and responsibilities are:

• to develop and recommend qualification standards and other criteria for selecting new directors, identify individuals qualified to become Board members consistent with qualification standards and other criteria approved by the Board and recommend to the Board such individuals as nominees to the Board for its approval;

• to oversee evaluations of the Board, individual Board members and the Board committees; and

• to oversee our compliance with ethics policies and consider matters of corporate governance.

The Corporate Governance and Nominating Committee typically selects director candidates based on their integrity and character, sound, independent judgment, track record of accomplishment in leadership roles, as well as their professional and corporate expertise, skills and experience. Criteria that are typically considered by the Board in the selection of directors include:

• the independence, judgment, strength of character, reputation in the business community, ethics and integrity of the individual;

19

• the business or other relevant experience, skills and knowledge that the individual may have that will enable him/her to provide effective oversight of the Company’s business;

• the fit of the individual’s skill set and personality with those of the other Board members so as to build a Board that works together effectively and constructively; and

• the individual’s ability to devote sufficient time to carry out his or her responsibilities as a director in light of his/her occupation and the number of boards of directors of other public companies on which he or she serves.

The specific qualities and skills required of any candidate will vary depending on our specific needs at any point in time. In considering the diversity of a candidate, the Corporate Governance and Nominating Committee will consider a variety of factors including but not limited to age, gender and ethnicity. The qualifications reviewed and the standards imposed by the Corporate Governance and Nominating Committee regarding potential director nominees are the same for all director nominees, regardless of whether a director nominee is recommended by a stockholder.

The Corporate Governance and Nominating Committee will consider candidates that stockholders recommend. Stockholders may recommend candidates for the committee to consider by writing to the Corporate Governance and Nominating Committee in care of our Secretary, 833 East Michigan Street, Suite 900, Milwaukee, Wisconsin 53202. The stockholder recommendation must include: the candidate's name, a detailed biography outlining the candidate's relevant background, professional and business experience and other significant accomplishments, an acknowledgement from the candidate that he or she would be willing to serve on the Board, if elected, a statement by the stockholder outlining the reasons why such candidate's skills, experience and background would make a valuable contribution to the Board and a minimum of two references from individuals that have either worked with the candidate, served on a board of directors or board of trustees with the candidate, or can otherwise provide relevant perspective on the candidate's capabilities as a potential Board member.

Submitting a stockholder recommendation to the Corporate Governance and Nominating Committee does not ensure that stockholders will have an opportunity to vote on the stockholder’s candidate because the committee may determine not to recommend the candidate to the full Board or the full Board may determine not to recommend the candidate to stockholders.

The Corporate Governance and Nominating Committee consists of Messrs. Hotard, Hyman and Quain with Mr. Hotard serving as the Chair.

Compensation Committee Interlocks and Insider Participation

During 2016, no officer or employee served as a member of the Company’s Compensation Committee. None of our executive officers serve as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Board Meetings, Attendance and Annual Meeting Attendance

The Board of Directors held 13 meetings in 2016. All directors attended at least 75% of the meetings of the Board and the committees on which they served during the periods in which they served during 2016.

All directors, except for Dr. Rutledge, attended the 2016 annual meeting of stockholders. Unless a director has a conflict in his schedule, we expect all directors to attend the Annual Meeting.

Leadership Structure

Brian K. Kobylinski is our President and Chief Executive Officer, serving in that role since December 2016. Mr Quinn is our Chairman of the Board, serving in that role since our inception in May 2013. As Chairman of the Board, Mr. Quinn serves as ex-officio member of each committee if not otherwise a member of such committee.

20

We currently separate the roles of Chief Executive Officer and Chairman of the Board to allow our leaders to focus on their respective responsibilities. Our Chief Executive Officer is responsible for setting our strategic direction and providing day-to-day leadership. Our Chairman provides guidance to our Chief Executive Officer, sets the agenda for Board meetings and presides over meetings of the Board. The Board does not have a policy that requires the separation of the roles of Chairman and Chief Executive Officer, and believes the Company should adopt the practice that best serves its needs at any particular time. However, if the Board elects a Chairman who is also the Company's Chief Executive Officer, the independent directors will elect a Lead Director from among the independent directors. Any Lead Director would be subject to annual election by the independent directors for so long as the roles of Chairman and Chief Executive Officer are combined.

Our Board recognizes the time, effort and energy that our Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman. Our Board believes that having separate positions provides a clear delineation of responsibilities for each position and enhances the ability of each leader to discharge his duties effectively which, in turn, enhances our prospects for success.

Mr. Quinn served as our Interim Chief Executive Officer from November 2015 until his election as Chief Executive Officer in December 2015 and as our Chief Executive Officer until December 2016. Following Mr. Quinn’s appointment as Interim Chief Executive Officer, the Board elected Mr. Quain to serve as Lead Independent Director. Mr. Quain is one of our independent directors and has served as a director of the Company since September 2015. As Lead Independent Director, Mr. Quain had the responsibility to: (1) preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; (2) serve as liaison between the Chairman and the independent directors; (3) consult with the Chairman on agendas for Board meetings; (4) consult with the Chairman on information that is sent to the Board; (5) consult with the Chairman on schedules to assure that there is sufficient time for discussion of all agenda items; (6) serve as a liaison, along with the Chairman, for consultation and direct communication with major stockholders; and (7) perform such other duties as the Board or Chairman may from time to time delegate. Once Mr. Kobylinski was elected as President and Chief Executive Officer in December 2016, Mr. Quinn reverted to his sole role as our Chairman of the Board and Mr. Quain ceased being our Lead Independent Director.

Our Corporate Governance Guidelines provide the flexibility for the Board to modify this leadership structure as and when appropriate to best serve the Company’s needs at any particular time.

The Board’s Role in the Oversight of Risk

While the Board has the ultimate responsibility for oversight of the risk management process, various committees of the Board have a role in the oversight of risk management. In particular, the Audit Committee charter provides that the Audit Committee shall review and discuss policies and guidelines with respect to risk assessment and risk management, including the risk of fraud. The Audit Committee also discusses our major financial risk exposures and the steps management has taken to monitor and control such exposures. In addition, the Compensation Committee ensures that our compensation programs and policies are designed to mitigate compensation risk, as we describe further in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Code of Ethics

We have adopted a General Code of Ethics that applies to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer. Our General Code of Ethics is available on our website at www.jasoninc.com. If we amend or grant a waiver of one or more of the provisions of our General Code of Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our General Code of Ethics that apply to our principal executive officer, principal financial officer and principal accounting officer by posting the required information on our website at the above address. We are not including the information available through our website as a part of this Proxy Statement.

21

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company entered into an Interim Services Agreement, dated as of November 8, 2015 (the “Services Agreement”), with Mr. Quinn related to his service as interim Chief Executive Officer. In connection with Mr. Quinn’s election as Chief Executive Officer, the Company entered into an amendment to the Services Agreement in January 2016. Pursuant to the Services Agreement, Mr. Quinn received a monthly fee of $100,000 through December 31, 2015, and from January 1, 2016 through December 1, 2016, Mr. Quinn received a monthly fee of $60,708.33. In addition, Mr. Quinn received reimbursement of expenses, including reasonable temporary housing expenses (through March 31, 2016), relocation and travel expenses, and costs associated with the subletting of his previous office in the amount of $100,500. Brian K. Kobylinski became our President and Chief Executive Officer effective December 1, 2016. As such, the Services Agreement concluded on December 1, 2016 and since December 1, 2016, Mr. Quinn is only entitled to his compensation as Chairman of the Board of Directors.

On May 31, 2013, the Company issued 6,208,333 founder shares to Quinpario Partners I, LLC (“OPI”), our sponsor prior to the June 30, 2014 transaction between the Company (formerly known as Quinpario Acquisition Corp.) and Jason Partners Holdings Inc. (“Holdings”), the indirect owner of Jason Incorporated (the “Business Combination”), for an aggregate purchase price of $25,000, 75,000 of which were forfeited at the closing of our Business Combination since no extension units were required to be purchased. The founder shares are identical to the shares of common stock included in the units sold in our initial public offering (the “IPO”), except that the founder shares are subject to certain transfer restrictions, as described in more detail below. On September 22, 2014, QPI distributed all of its founder shares, IPO placement shares and IPO placement warrants to its members pursuant to an in-kind distribution for no consideration.

The initial stockholders agreed not to transfer, assign or sell any of their founder shares (except to permitted transferees) until: (i) with respect to 20% of such shares, upon consummation of the Business Combination, (ii) with respect to 20% of such shares, when the closing price of our common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, (iii) with respect to 20% of such shares, when the closing price of our common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, (iv) with respect to 20% of such shares, when the closing price of our common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (v) with respect to 20% of such shares, when the closing price of our common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination or earlier, in any case, if, following the Business Combination, we engage in a subsequent transaction (1) resulting in our stockholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of our Board of Directors or management team in which the Company is the surviving entity.

QPI, our initial stockholders and their permitted transferees that hold our founder shares, IPO placement shares and IPO placement warrants, and any shares of common stock issuable upon the exercise of the IPO placement warrants, are and will be entitled to registration rights pursuant to a registration rights agreement signed in connection with our IPO, and as amended to date. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Business Combination.

In connection with the closing of the Business Combination, we entered into an investor rights agreement (the “Investor Rights Agreement”) with JPHI Holdings Inc. (“JPHI”), then a majority owned subsidiary of the Company, and the former owners and management of Holdings (collectively the “Rollover Participants”). The Investor Rights Agreement provided that each Rollover Participant had the option to exchange, after the consummation of the Business Combination, all or a portion of such Rollover Participant’s shares in JPHI into the same number of shares of our common stock, as adjusted for any stock splits, stock dividends and similar transactions. The Investor Rights Agreement also contains customary registration rights of our common stock. As of February 23, 2017, all Rollover Participants had exchanged their shares in JPHI into shares of our common stock, making JPHI a wholly owned subsidiary of the Company.

22

Policies and Procedures for Related Person Transactions

Our Board has adopted a written related person transaction policy that sets forth the policies and procedures for the review and approval or ratification of transactions with related persons (as defined in paragraph (a) of Item 404 of Regulation S-K). Our policy requires that (A) any director, nominee for election as a director or officer who intends to enter into a “related person transaction” (defined as any transaction that is reportable by us under Item 404(a) of Regulation S-K in which we are or will be a participant and the amount involved exceeds $120,000 and in which any related person has or will have a direct or indirect material interest) shall disclose that intention and all material facts with respect to such transaction to the Audit Committee, and (B) any other employee of the Company who intends to cause the Company to enter into any related person transaction shall disclose that intention and all material facts with respect to the transaction to his or her superior, who shall be responsible for seeing that such information is reported to the Audit Committee. No related person transaction will be entered into without the approval or ratification of our Audit Committee or another independent body of our Board of Directors. It is our policy that directors interested in a related person transaction will recuse themselves from any such vote. Our policy does not specify the standards to be applied by our Audit Committee or another independent body of our Board of Directors in determining whether or not to approve or ratify a related person transaction and we accordingly anticipate that these determinations will be made in accordance with Delaware law.

23

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known as of March 29, 2017 regarding the beneficial ownership of our common stock by:

• each person who is known to be the beneficial owner of more than 5% of the outstanding shares of our common stock;

• each of our named executive officers and directors; and

• all current executive officers and directors of the Company as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership of our common stock is based on 25,898,257 shares of common stock issued and outstanding as of March 29, 2017, unless otherwise indicated. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

	Amount of Shares of Common Stock	Percent of Class%
Name and Address of Beneficial Owners(1)
5% or Greater Stockholders
Wynnefield Partners/Wynnefield Capital(2)	4,175,816	16.1	%
Rotation Capital Management, L.P.(3)	3,205,803	11.0	%
Scopus Asset Management, L.P.(4)	2,103,201	7.7	%
AQR Capital Management, LLC(5)	1,933,070	6.9	%
FrontFour Capital Group LLC(6)	1,389,289	5.2	%
Directors and Executive Officers
Jeffry N. Quinn(7)	4,570,782	17.3	%
Brian K. Kobylinski(8)	129,794	*
Sarah C. Lauber	46,316	*
Srivas Prasad(9)	52,691	*
Steven G. Carollo	18,540	*
John J. Hengel(10)	42,522	*
David A. Cataldi(11)	103,402	*
James P. Heffernan	53,800	*
Edgar G. Hotard(12)	173,141	*
James E. Hyman	18,000	*
Mitchell I. Quain(13)	65,900	*
Dr. John Rutledge(14)	139,670	*
James M. Sullivan	—	—
All current directors and executive officers as a group (12 persons)(15)	5,311,156	20.0	%

*Represents less than 1%.

1 Unless otherwise noted, the business address of each of the persons and entities listed above is 833 East Michigan Street, Suite 900, Milwaukee, Wisconsin 53202.

2 We derived the information from a Schedule 13G/A that Wynnefield Partners/Wynnefield Capital, filed with the Company and the SEC on February 14, 2017. As of December 31, 2016, Wynnefield Partners Small Cap Value, L.P. was deemed to be the beneficial owner of 1,260,431 shares, with sole voting and dispositive power over these shares; Wynnefield Partners Small Cap Value, L.P. I was deemed to be the beneficial owner of 2,049,837 shares, with sole voting and dispositive power over these shares; Wynnefield Small Cap Value Offshore Fund, Ltd. was deemed to be the beneficial owners of 765,548 shares, with sole voting and dispositive power over these shares; Wynnefield Capital, Inc. Profit Sharing Plan was deemed to be the beneficial owner of 100,000 shares, with sole voting and dispositive power over these shares; Wynnefield Capital Management, LLC was deemed to

24

be the beneficial owner of 3,310,268 shares, with sole voting and dispositive power over these shares; Wynnefield Capital, Inc. was deemed to be the beneficial owner of 765,548 shares, with sole voting and dispositive power over these shares; Mr. Nelson Obus was deemed to be the beneficial owner of 4,175,816 shares, with sole voting and dispositive power over these shares; and Mr. Joshua Landes was deemed to be the beneficial owner of 4,175,816 shares, with sole voting and dispositive power over these shares. Messrs. Obus and Landes disclaim beneficial ownership of these shares. Each of the reporting persons named above have a business address of 450 Seventh Avenue, Suite 509, New York, New York 10123.

3 We derived the information from a Schedule 13G/A that Rotation Capital Management, LP ("Rotation"), an investment manager, filed with the Company and the SEC on January 10, 2017. Rotation is the investment manager to Rotation Capital Credit Opportunities Fund, Ltd. Mr. Matthew Rothfleisch is the managing member of Rotation Capital Partners, LLC, the general partner of Rotation. As of December 31, 2016, each of Rotation and Mr. Rothfleisch were deemed to be the beneficial owners of 3,205,803 shares of common stock underlying warrants that are exercisable within 60 days and had shared voting and dispositive power over these ushares underlying warrants. Percentage based on shares of common stock outstanding as of March 29, 2017 plus 3,205,803 shares underlying warrants. Each of the reporting persons named above have a business address of 489 Fifth Avenue, 11th Floor, New York, New York 10017.

4 We derived the information from a Schedule 13G/A that Scopus Asset Management, L.P. (“SAMLP”) filed with the Company and the SEC on February 14, 2017. Scopus Advisors, LLC (“SALLC”) is the general partner of each of Scopus Partners, L.P. (“SPLP”), Scopus Partners II, L.P. (“SPIILP”) and Scopus Vista Partners, L.P. (“SVPLP”). SAMLP is the investment advisor to each of SPLP, SPIILP, SVPLP, Scopus Fund Ltd. (“SFL”) and Scopus Vista Fund Ltd. (“SVFL”). Scopus Capital, Inc. (“SCI”) is the general partner of SAMLP. Mr. Alex Mitchell holds 100% of the ownership interest in each of SALLC and SCI. As of December 31, 2016, each of Mr. Mitchell, SCI and SAMLP were deemed to be the beneficial owners of 579,000 shares of common stock and 1,524,201 shares of common stock underlying warrants that are exercisable within 60 days and had shared voting and dispositive power over these shares; SALLC was deemed to be the beneficial owner of 1,240,792 shares of common stock and had shared voting power and dispositive power over these shares; SPLP was deemed to be the beneficial owner of 50,601 shares of common stock and 141,783 shares of common stock underlying warrants that are exercisable within 60 days and had shared voting and dispositive power over these shares; SPIILP was deemed to be the beneficial owner of 191,583 shares of common stock and 607,620 shares of common stock underlying warrants that are exercisable within 60 days and had shared voting and dispositive power over these shares; SVPLP was deemed to be the beneficial owner of 87,745 shares of common stock and 161,460 shares of common stock underlying warrants that are exercisable within 60 days and had shared voting and dispositive power over these shares; SFL was deemed to be the beneficial owner of 222,900 shares of common stock and 570,975 shares of common stock underlying warrants that are exercisable within 60 days and had shared voting and dispositive power over these shares; and SVFL was deemed to be the beneficial owner of 26,171 shares of common stock and 42,363 shares of common stock underlying warrants that are exercisable within 60 days and had shared voting and dispositive power over these shares. Percentage based on shares of common stock outstanding as of March 29, 2017 plus 1,524,201 shares underlying warrants. Each of the reporting persons named above have a business address of 717 Fifth Avenue, 21st Floor, New York, New York 10022.

5 We derived the information from a Schedule 13G/A that AQR Capital Management, LLC (“AQR Capital”), an investment adviser, filed with the Company and the SEC on February 14, 2017. AQR Capital is a wholly owned subsidiary of AQR Capital Management Holdings, LLC (“AQR Holdings”) and controls CNH Partners, LLC (“CNH”). As of December 31, 2016, each of AQR Capital, AQR Holdings and CNH were deemed to be the beneficial owners of 1,933,070 shares underlying warrants and had shared voting and dispositive power over these shares underlying warrants. Percentage based on shares of common stock outstanding as of March 29, 2017 plus 1,933,070 shares underlying warrants. Each of the reporting persons named above have a business address of Two Greenwich Plaza, Greenwich, CT 06830.    

6 We derived the information from a Schedule 13G/A that FrontFour Capital Group LLC (“FrontFour Capital”) filed with the Company and the SEC on January 30, 2017, as well as the Company's knowledge of the payment of the January 1, 2017 dividend on its preferred stock by delivery of additional shares of preferred stock. FrontFour Capital is the investment manager to FrontFour Master Fund, Ltd (“Master Fund”) and FrontFour Capital Corp. (“FrontFour Corp”) is the investment manager to FrontFour Opportunity Fund (“Canadian Fund”). Messrs. Stephen Loukas, David Lorber and Zachery George are the managing members and principal owners of FrontFour Capital and the principal owners of FrontFour Corp. As of December 31, 2016, FrontFour Capital was deemed

25

to be the beneficial owner of 388,000 shares of common stock and 993,643 shares of common stock underlying preferred stock that is convertible within 60 days and had shared voting and dispositive power over these shares; Master Fund was deemed to be the beneficial owner of 223,420 shares of common stock and 993,643 shares of common stock underlying preferred stock that is convertible within 60 days and had shared voting and dispositive power over these shares; each of FrontFour Corp and Canadian Fund were deemed to be the beneficial owners of 7,646 shares of common stock and had shared voting and dispositive power over these shares; and each of Messrs. Loukas, Lorber and George were deemed to be the beneficial owners of 395,646 shares of common stock and 993,643 shares of common stock underlying preferred stock that is convertible within 60 days and had shared voting and dispositive power over these shares. Percentage based on shares of common stock outstanding as of March 29, 2017 plus 993,643 shares underlying preferred stock. The business address of FrontFour Capital, FrontFour Corp, Canadian Fund and Messrs. Loukas, Lorber and George is 35 Mason Street, 4th Floor, Greenwich, CT 06830. The business address of Master Fund is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands.

7 We derived the information from a Form 4/A that Jeffry N. Quinn filed with the Company and the SEC on February 10, 2017. Includes 97,560 shares of common stock held by Jeffry N. Quinn through the Jeffry Quinn IRA; 26,207 shares of common stock and 5,000 shares of common stock underlying warrants that are exercisable within 60 days held by the Jeffry N. Quinn Family Trust uad 8/10/2012 FBO Grace Quinn; 26,206 shares of common stock and 5,000 shares of common stock underlying warrants that are exercisable within 60 days held by the Jeffry N. Quinn Family Trust uad 8/10/2012 FBO Sarah Quinn; 3,800,985 shares of common stock and 522,551 shares of common stock underlying warrants that are exercisable within 60 days held by The Quinn Group LLC; and 60,373 shares of common stock and 26,900 shares of common stock underlying warrants that are exercisable within 60 days held by Mr. Quinn’s spouse. Jeffry N. Quinn maintains control over the securities held by the Jeffry N. Quinn Revocable Trust dated July 28, 2000, as amended, the Jeffry N. Quinn Family Trust uad 8/10/2012 FBO Grace Quinn, the Jeffry N. Quinn Family Trust uad 8/10/2012 FBO Sarah Quinn and The Quinn Group LLC. Consequently, Mr. Quinn may be deemed the beneficial owner of such securities. Mr. Quinn and the other reporting persons disclaim beneficial ownership of such securities except to the extent of his or its pecuniary interest therein. Percentage based on shares of common stock outstanding as of March 29, 2017 plus 559,451 shares underlying warrants. Each of the reporting persons named above have a business address of 12935 North Forty Drive, Suite 201, St. Louis, Missouri 63141. The reported amount includes 1,231,598 shares pledged by The Quinn Group LLC as security for a credit line account.

8 We derived the information from a Form 4 that Brian Kobylinski filed with the Company and the SEC on March 10, 2017. Includes 19,794 shares of common stock from restricted stock units that will vest within 60 days.

9 We derived the information from a Form 4 that Srivas Prasad filed with the Company and the SEC on February 23, 2017. Includes 5,700 shares of common stock held by Srivas Prasad through the Srivas Prasad IRA.

10 We derived the information from a Form 4 that John J. Hengel filed with the Company and the SEC on February 23, 2017. Includes 5,700 shares of common stock held by John J. Hengel through the John J. Hengel IRA.

11 We derived the information from a Form 4 that David A. Cataldi filed with the Company and the SEC on August 6, 2015. Mr. Cataldi left the Company in January 2016. Includes 4,500 shares of common stock held by the David A. Cataldi living trust dtd 10/24/2000 Revocable Trust; 10,000 shares of common stock held by the Annette M. Cataldi living trust dtd 10/24/2000 Revocable Trust. David A. Cataldi maintains control over the securities held by David A. Cataldi living trust dtd 10/24/2000 Revocable Trust and the Annette M. Cataldi living trust dtd 10/24/2000 Revocable Trust. Consequently, Mr. Cataldi may be deemed the beneficial owner of such securities.

12 We derived the information from a Form 4 that Edgar G. Hotard filed with the Company and the SEC on July 12, 2016. Includes 65,800 shares owned by Hotard Management Trust Revocable Trust and 84,341 shares owned by Hotard Family Interests, Ltd., including 23,000 shares of common stock underlying warrants. Percentage based on shares of common stock outstanding as of March 29, 2017 plus 23,000 shares underlying warrants. Hotard Family Interests, Ltd. has an address of P.O. Box 632266, Littleton, CO 80163. Mr. Hotard does not have voting or dispositive control over the securities owned by Hotard Family Interests, Ltd. and disclaims beneficial ownership except to the extent of his pecuniary interest

13 We derived the information from a Form 4 that Mitchell Quain filed with the Company and the SEC on July 12, 2016. Includes 13,000 shares of common stock held by Mitchell Quain through the Mitchell Quain IRA and 52,900 shares of common stock held by a profit sharing account.

14 We derived the information from a Form 4 that John Rutledge filed with the Company and the SEC on September 6, 2016. Includes 39,200 shares of common stock held by John Rutledge through the John Rutledge IRA and

26

10,000 shares of common stock underlying warrants. Percentage based on shares of common stock outstanding as of March 29, 2017 plus 10,000 shares underlying warrants.

15 Does not include Mr. Cataldi who no longer serves as an executive officer of the Company. Percentage based on shares of common stock outstanding as of March 29, 2017 plus 592,451 shares underlying warrants and 19,794 shares of common stock from restricted stock units that will vest within 60 days.

27

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on a review of reports filed by our directors, executive officers and beneficial holders of 10% or more of our shares, and upon representations from those persons, all reports required to be filed during fiscal year 2016 with the SEC under Section 16(a) of the Securities Exchange Act of 1934 were timely made.

28

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The purpose of this compensation discussion and analysis section is to provide information about the material elements of compensation that were paid to, awarded to, or earned by, our “named executive officers,” and to explain our compensation approach, philosophy and objectives. For fiscal year 2016, our named executive officers were:

• Brian K. Kobylinski, President and Chief Operating Officer from April 2016 until December 2016 and President and Chief Executive Officer since December 2016;

• Jeffry N. Quinn, Chief Executive Officer until December 2016;

• Sarah C. Lauber, Senior Vice President and Chief Financial Officer;

• Srivas Prasad, Senior Vice President and General Manager - Seating and Acoustics from January 2016 until December 2016 and Senior Vice President and General Manager - Acoustics since December 2016;

• Steven G. Carollo, Senior Vice President and General Manager - Finishing and Components from January 2016 until December 2016 and Senior Vice President and General Manager - Components since December 2016;

• John J. Hengel, Vice President - Finance, Treasurer and Assistant Secretary; and

• David A. Cataldi, former President - Acoustics Segment

Executive Summary

Jason Industries is a global industrial manufacturing company with significant market share positions in each of its four businesses: seating, finishing, acoustics and components. Jason Incorporated was founded in 1985 and today provides critical components and manufacturing solutions to customers across a wide range of end markets, industries and geographies through a global network of 34 manufacturing facilities and 14 sales offices, warehouses and joint venture facilities throughout the United States and 14 foreign countries. The Company has embedded relationships with long standing customers and specialized capabilities to design and manufacture specialized products on which our customers rely.

The Company focuses on markets with sustainable growth characteristics and where it is, or has the opportunity to become, the industry leader. The Company’s seating segment supplies seating solutions to equipment manufacturers in the motorcycle, lawn and turf care, industrial, agricultural, construction and power sports end markets. The finishing segment focuses on the production of industrial brushes, buffing wheels, buffing compounds, and abrasives that are used in a broad range of industrial and infrastructure applications. The acoustics segment manufactures engineered non-woven, fiber-based acoustical products for the automotive industry. The components segment is a diversified manufacturer of expanded and perforated metal components and subassemblies for smart utility meters.

We believe that we have structured our executive compensation programs to support our global Company strategy, to facilitate the achievement of our business objectives, to support our desired corporate culture and to deliver shareholder value. The following table provides a summary of our compensation program for 2016:

29

Compensation Program/Element	General Description	Strategic Objective of Compensation Program/Element
Base salary	Base salaries are intended to reflect relevant factors such as each individual’s responsibilities, experience, market competitiveness and prior performance.	Provides steady cash flow during the course of the fiscal year that is not contingent on short-term variations in our corporate performance.
Annual incentive program	Provides an opportunity to earn annual cash awards based on the achievement of performance objectives.	Provides incentive compensation that rewards the achievement of corporate performance objectives.
Long term incentive plan in the form of restricted stock unit awards	Our long-term incentive program in 2016 consisted of restricted stock units. For our continuing named executive officers, 100% of the restricted stock units were performance-based and tied to the achievement of return on invested capital (“ROIC”) performance targets over a three-year performance period. In connection with Mr. Kobylinski’s hiring in 2016, we awarded him restricted stock units, a portion of which were performance-based and the remainder of which time vest ratably annually over three years. We also granted him matching restricted stock units with respect to shares of our common stock that he purchased, as described below under the heading “Elements of Compensation - Long-Term Equity-Based Compensation.”	Provides long-term incentives in order to: (1) align leadership and shareholders; (2) align leadership and company goals; and (3) attract and retain company talent.
Other benefits	We provide the following additional benefits to our executive officers, which are generally available to all employees: health insurance, vacation, personal holidays and sick days, life insurance and supplemental life insurance, short-term and long-term disability, and a 401(k) plan with matching contributions. We also provide limited perquisites to certain named executive officers, as described below under the heading “Elements of Compensation-Other Executive Benefits and Perquisites.”	Provides a competitive level of health, welfare and retirement benefits.

Compensation Philosophy and Objectives

Our compensation philosophy is guided by a number of fundamental tenets. First, we are committed to providing competitive and equitable compensation opportunities and employee benefits to our entire employee population including our executives, managers, professionals and all other employees. This commitment applies in all countries and regions of the world in which we operate. Second, we subscribe to the principles inherent in pay for performance. We link the interests of our executives to those of our shareholders by using long-term equity incentives as elements of the total compensation packages for our executives. We reward individuals for sustained performance achievement and contributions to business success over the long term. Third, alongside of our competitive and equitable compensation program, we provide all employees with rewarding work, and opportunities for personal and professional growth and development.

Our executive compensation program is designed to:

• attract, motivate and retain talented and experienced executives in our industry;

• reward executives whose knowledge, skills and performance are critical to our success;

• align the interests of our executive officers and shareholders by motivating executive officers to increase shareholder value and rewarding executive officers when shareholder value increases;

• ensure fairness among the executive management team by recognizing the contributions each executive makes to our success;

• foster a shared commitment among executives by aligning their individual goals with the goals of the executive management team and the Company; and

• compensate executives in a manner that motivates them to manage the business to meet long-range objectives.

Compensation Committee Procedures

The Compensation Committee is tasked with reviewing, and recommending to the Board for approval, the compensation of our executive officers, and overseeing and administering our executive compensation programs and initiatives. The Compensation Committee analyzes the performance of our executives and other competitive factors to determine the base salary, cash performance awards and grants of long-term equity incentive awards for our executives with input from our outside executive compensation advisor. The Compensation Committee meets in the first quarter of each year to review and approve the appropriate compensation levels for our executive officers. The Compensation Committee meets periodically

30

after the first meeting of the year and always meets outside of the presence of our Chief Executive Officer when discussing appropriate compensation for our Chief Executive Officer. The Chief Executive Officer may make recommendations to the Compensation Committee concerning the compensation of the other named executive officers, but does not have input on his own compensation.

Use of Advisors

The Compensation Committee has the sole authority to engage the services of outside advisors, experts and others to assist in performing its responsibilities. For 2016, the Compensation Committee retained the services of Lyons, Benenson & Company Inc. (“LB&Co.”) as its outside executive compensation advisor. During 2016, LB&Co. did not perform any services for the Company beyond its engagement with the Compensation Committee.

Advisor Independence

Pursuant to the Compensation Committee’s Charter, if the Compensation Committee chooses to use a compensation consultant, the Compensation Committee must take into consideration specific independence factors identified in the listing standards established by NASDAQ. After review and consultation with LB&Co. and management, and consideration of the independence factors, the Compensation Committee determined that LB&Co. was independent and no conflict of interest resulted from the retention of LB&Co. during the year ended December 31, 2016.

Peer Group

As part of its commitment to providing competitive and equitable compensation opportunities and employee benefits, the Compensation Committee periodically considers comparative market data in designing and implementing our compensation programs. During 2015, the Compensation Committee worked with LB&Co. to develop a peer groupfor this purpose. During 2016, the Compensation Committee reviewed the peer group with input from LB&Co. and determined that no adjustments needed to be made. The peer group consisted of the following 17 companies in the industrial machinery, electrical components and equipment, electronic components, construction and farm machinery and heavy trucks, and auto parts and equipment industries with revenues (as of the end of the latest fiscal year) ranging from $445 million to $1,689 million and median revenue of $945 million compared to our $706 million of revenue:

Actuant Corporation	Littelfuse, Inc.
Altra Holdings, Inc.	NN, Inc.
Barnes Group Inc.	Nordson Corporation
Blount International, Inc.	Polypore International, Inc.
CLARCOR Inc.	RBC Bearings Incorporated
Commercial Vehicle Group, Inc.	Remy International, Inc.
EnPro Industries, Inc.	Rogers Corporation
Graco Inc.	TriMas Corporation
II-VI Incorporated

The Compensation Committee set the total direct compensation opportunity (base salary, annual incentive compensation and long-term incentive compensation) for each of our executive officers in 2016 after considering the positioning of the executive officer relative to the peer group and targeting the median of the peer group to the extent permitted under their employment agreements. The Committee strives to maintain base salaries at levels close to median levels. The relative positioning of other elements of compensation may vary depending on company and individual performance and the resources available to the Company. Compensation may be higher than the median depending on performance relative to goals and objectives and individual qualifications.  The variation of actual pay relative to the market data will be dependent on the executive officer’s performance, experience, knowledge, skills, level of responsibility, potential to impact our performance and future success, and the need to retain and motivate strategic talent.

Elements of Compensation

Our executive compensation program in fiscal year 2016 consisted of:

• base salary;

• annual cash incentive awards linked to our overall performance, individual performance and, where applicable, to the performance of the relevant business segments;

31

• long-term equity-based compensation, in the form of performance-based restricted stock units and, for our Chief Executive Officer, time-based restricted stock units;

• other executive benefits and limited perquisites; and

• termination and change of control benefits, as set forth in employment agreements.

These elements, working in concert, formed compensation packages that we believe provided competitive pay, rewarded the achievement of financial, operational and strategic objectives and aligned the interests of our executive officers and other senior personnel with those of our shareholders.

Pay Mix

We utilized the particular elements of compensation described above because we believed that such elements provided a well-proportioned mix of secure compensation, retention value and at-risk compensation, which can produce short-term and long-term performance incentives and rewards. By following this approach, we provided our executive officers a measure of security in the minimum expected level of compensation, while motivating them to focus on business metrics that can produce a high level of short-term and long-term performance for the Company and long-term wealth creation for the executive, as well as reduce the risk of recruitment of top executive talent by competitors. We believe the mix of metrics used for our annual performance bonus and long-term incentive program provided an appropriate balance between short-term financial performance and long-term financial and stock performance.

Base Salary

Base salaries provide our executive officers with steady cash flow during the course of the fiscal year that is not contingent on short-term variations in our corporate performance. Our Compensation Committee determines the amount of base salaries, taking into account any recommendations of our Chief Executive Officer with respect to base salaries of our other executives officers, and manages the base salary annual review. The Compensation Committee assesses relevant factors such as each individual’s responsibilities, experience, prior performance and the market rate for comparable positions in our peer group when making determinations about the appropriate base salary and any annual adjustments for our executive officers. While the Compensation Committee has discretion to determine the appropriate base salary for the named executive officers, their employment agreements have a floor below which their respective base salaries may not be reduced.

For fiscal year 2016, the Compensation Committee approved increases of 30% and 5%, respectively, in the base salaries of Messrs. Carollo and Prasad due to their increased responsibilities as a result of the reorganization that was announced on January 19, 2016. As a part of the reorganization, Messrs. Carollo and Prasad each transitioned from managing one of our four business segments to managing two of our four business segments. Specifically, Mr. Carollo transitioned from being our President - Components Segment to our Senior Vice President and General Manager - Finishing and Components, and Mr. Prasad transitioned from President - Seating Segment to Senior Vice President and General Manager - Seating and Acoustics. The Committee also approved a routine merit-based increase of 3% in the base salaries of Ms. Lauber and Mr. Hengel. Mr. Quinn received a monthly fee of $60,708 in 2016 in place of a base salary, which was reduced from $100,000 per month in 2015 in connection with Mr. Quinn becoming eligible for an annual cash bonus in 2016. Mr. Cataldi did not receive a base salary adjustment in 2016 since he separated from service with our Company on January 18, 2016.

In connection with his appointment as our President and Chief Operating Officer in April 2016, the Committee approved a base salary for Mr. Kobylinski of $625,000 per year, and subsequently approved increasing his base salary to $700,000 per year in connection with his promotion to President and Chief Executive Officer effective in December 2016. The amount of Mr. Kobylinski’s base salary was determined as a result of negotiations with Mr. Kobylinski and taking into consideration the recommendations of LB&Co.

The base salaries for our named executive officers in fiscal year 2016 ranged from approximately 82 percent of the peer group median to 96 percent of the peer group median, excluding Mr. Quinn’s fees, which were not included in our benchmarking analysis. The base salaries paid to our named executive officers in fiscal year 2016 are set forth in the Summary Compensation Table below.

32

Signing Bonus for Ms. Lauber

In connection with Ms. Lauber’s appointment as our Chief Financial Officer in 2015, our Compensation Committee granted her a signing bonus of $150,000 (the “Signing Bonus”) that would be payable in May 2016, assuming continued employment. We paid the Signing Bonus in May 2016 and it is disclosed in the “Bonus” column of the Summary Compensation Table below.

Annual Incentive Compensation

We provided annual cash incentive compensation to ouor named executive officers in fiscal year 2016 in the form of annual cash bonuses designed to reward the achievement of Company performance objectives. The Compensation Committee designed our Management Incentive Compensation Plan (the “Jason MIC”) in order to motivate and reward key Company personnel who contributed materially to adjusted EBITDA growth and free cash flow generation.

For fiscal year 2016, the Compensation Committee established the target percentage amounts for the cash bonuses for each of our named executive officers other than Mr. Cataldi, who separated from service with our Company on January 18, 2016 and therefore who was not eligible to receive an annual bonus for fiscal year 2016. The targets for the named executive officers were also set forth in their individual employment or services agreements. For fiscal year 2016, the target bonus levels of Messrs. Quinn, Prasad, Carollo and Hengel and Ms. Lauber were 100%, 60%, 60%, 40% and 60% of their fiscal year 2016 base salaries, respectively. Mr. Kobylinski’s target bonus level was increased to 100% of base salary from 75% in connection with his appointment as President and Chief Executive Officer in December 2016, and his target bonus for 2016 was calculated taking into account both target amounts prorated based on the number of months worked at each. The target level of bonus compensation for our named executive officers in fiscal year 2016 ranged from 84% of the peer group median to 95% of the peer group median.

In 2016, the performance metrics and objectives were weighted by the Compensation Committee so that the amount of an individual’s bonus was comprised of two elements: an adjusted EBITDA component, which comprised 70% of the target bonus, and a free cash flow component, which comprised 30% of the target bonus. In contrast to the 2015 annual bonus program, for 2016 the Compensation Committee decided not to include a discretionary portion based on the achievement of individual performance goals, which comprised 10% of the target bonus in 2015, and increased the weighting of the cash flow measure from 20% to 30% to emphasize the importance of cash flow to our ability to service our debt and to the overall success of the Company. The Compensation Committee also replaced the operating cash flow component that was used in 2015 with a free cash flow component because free cash flow considers all aspects of cash and is thus a better indicator of the Company’s financial health and its ability to service debt than operating cash flow. For all of our named executive officers, the performance goals were measured 100% on the basis of company-wide performance for 2016.

The 2016 adjusted EBITDA and free cash flow target levels were determined based on improvement factors to achieve growth and margin expansion from 2015 financial results. The target levels for adjusted EBITDA and free cash flow applicable to our named executive officers under the Jason MIC for fiscal year 2016 were as follows:

Business	Adjusted EBITDA Target	FCF Target
Jason Industries	$92.1 million	$21.2 million

Adjusted EBITDA under the 2016 Jason MIC was defined as earnings before interest, taxes, depreciation and amortization, plus or minus specified adjustments. Free cash flow under the 2016 Jason MIC was defined as cash flow from operations less capital expenditures.

Depending upon Company achievement, an executive officer could receive up to 150% of his or her target bonus amount. For each 1% of achievement shortfall from target achievement, cash bonus payout is reduced by 2.5%, with achievement at or below 80% of target resulting in zero bonus payout. For each 1% of achievement above target, cash bonus payout is increased by 2.5%, up to a maximum bonus payout of 150% of target bonus. Adjusted EBITDA and free cash flow results for 2016 as a percentage of target were as follows.

33

Business	2016 EBITDA Target Achievement	2016 Free Cash Flow Achievement
Jason Industries	70%	55%

Based on the performance results shown above, no bonuses were earned by our named executive officers for 2016.

Long-Term Equity-Based Compensation

We believe that equity-based compensation is an important component of an executive compensation program and that providing a portion of executive officers’ total compensation package in equity-based compensation aligns the interests of our executives with the interests of our shareholders and with our corporate objectives. Additionally, we believe that equity-based compensation awards enable us to attract, motivate, retain and appropriately compensate executive talent.

During 2016, we provided long-term equity-based compensation to our named executive officers in the form of restricted stock units. For our continuing named executive officers, 100% of the restricted stock units were performance-based and tied to the achievement of ROIC performance targets over a three-year performance period. In connection with Mr. Kobylinski’s hiring in 2016, we entered into an employment agreement that provided that, among other things, we would grant Mr. Kobylinski restricted stock units having a grant date value of $750,000, with 30% of the restricted stock units vesting in three equal installments on each of the first three anniversaries of the grant date and 70% of the restricted stock units vesting at the end of 2018 based on the level of achievement of the same performance goals as those that apply to performance restricted stock unit awards granted to other executive officers in 2016. Mr. Kobylinski’s agreement also provided that, if he purchased shares of our common stock during the first twelve months of his employment, then we would grant him restricted stock units (the “Matching RSUs”) having a grant date value equal to the amount of the purchased shares up to $600,000 in aggregate grant date value. The Matching RSUs would vest on the third anniversary of the grant date, subject to Mr. Kobylinski’s continued employment and his retention of the purchased shares through the vesting date.

Time-Vesting Awards

Consistent with the terms of his employment agreement as described above, we granted Mr. Kobylinski 59,381 time-based restricted stock units vesting in equal installments on each of the first three anniversaries following April 27, 2016. We also granted 80,000 Matching RSUs to Mr. Kobylinski that vest in full on the third anniversary of April 27, 2016. All of these restricted stock units are subject to forfeiture upon termination of employment prior to vesting, subject in certain cases to early vesting, or continued eligibility for vesting, upon specified events, including death, permanent disability or retirement or a change in control of our company.

ROIC-Vesting Awards

We granted each of our named executive officers other than Messrs. Quinn and Cataldi performance-based restricted stock units, which vest based upon the achievement of an established cumulative adjusted average ROIC performance target over a three-year performance period from January 1, 2016 through December 31, 2018. Distributions under these awards are payable at the end of the performance period in common stock. The total potential payouts for these awards range from no payout at an achievement level of less than 80% of the target, 50% of the units at an achievement level over 80% of the target, 100% of the units at target and 150% of the units at an achievement level at or over 120% of the target. Based on our performance through our 2016 fiscal year end, we will be unable to achieve ROIC performance at or above 80% of target for the three year period, and as such, the ROIC-vesting restricted stock awards granted in 2016 have no realizable value.

The performance target for average ROIC is defined as the quotient of (i) our average annual adjusted net operating profit after tax divided by (ii) our average invested capital. “Average annual adjusted net operating profit after tax” is defined as the three-year average of the product of (a) annual adjusted operating income multiplied by (b) the excess of one over our tax rate. “Average invested capital” is defined as the three year average of the sum of (a) average end of year non-cash working capital (current assets excluding cash less current liabilities excluding the current portion of long-term debt), (b) the average beginning of the year property, plant and equipment and (c) average end of year goodwill and intangible assets.

In approving the ROIC-vesting restricted stock units, the Committee recognized that the multi-year awards granted in 2014 had been intended to cover three years, but concluded that the stock-price vesting restricted stock units had lost much of their ability to provide an incentive to award holders because the stock prices required for vesting were perceived as unlikely to be achieved during the remaining performance period

34

Other Executive Benefits and Perquisites

In addition to base salary, bonus and the equity opportunities described above, we provide the following benefits to our executive officers on the same basis as other eligible Company employees:

• health insurance;

• vacation, personal holidays and sick days;

• life insurance and supplemental life insurance;

• short-term and long-term disability and accidental death and dismemberment insurance; and

• a 401(k) plan with matching contributions.

In addition, in 2016, we provided long-term care insurance, and relocation or housing assistance to certain of our named executive officers. Mr. Quinn was also accompanied by family on a limited number of chartered flights for business travel; the presence of Mr. Quinn's family on the flights did not result in any aggregate incremental cost to our Company. We believe that these benefits are generally consistent with those offered by other companies and specifically with those companies with which we competed for employees.

Stock Ownership Guidelines

We maintain Stock Ownership Guidelines that apply to our Chief Executive Officer, Chief Financial Officer, the presidents of our business units and other officers and senior leaders who report directly to our Chief Executive Officer. Restricted stock and vested and unvested restricted stock units are counted toward satisfaction of the guidelines. The officers and senior leaders who must comply have until five years from the date the Stock Ownership Guidelines became applicable to them (June 30, 2014 or the date of hire or appointment) to accumulate the appropriate number of shares to satisfy the guidelines. As of the record date for the Annual Meeting, each of the individuals subject to the Stock Ownership Guidelines either satisfied the guidelines or still fell within the five-year period available to meet the guidelines.

Position	Required Minimum Ownership
Chief Executive Officer	5 times base salary
Chief Financial Officer	3 times base salary
Business Unit President	3 times base salary
Other Officers and Other Senior Leaders who are direct reports of the Chief Executive Officer	1 times base salary

Clawback Policy

Our Compensation Committee has adopted a clawback policy. Under the policy, each executive is required to sign an agreement that requires the executive to forfeit any unvested equity awards and to repay the proceeds from some or all of his or her compensation issued under any of our incentive compensation plans should the executive be found to have engaged in actions that are non-compliant with the General Code of Ethics or other applicable policy. A clawback review may be initiated as a result of any non-compliance and, in the event that we, through our Board of Directors or a committee thereof, determine that an executive has engaged in any of the prohibited acts covered by the policy, or any other act that would give rise to a termination for cause but not result in a financial restatement by us, we also maintain the right to seek reimbursement of any incentive compensation paid to such executive during the period of time in which he or she was engaged in such acts. For executives who are found to have engaged in any noncompliant acts and who remain in our employment, we reserve the right to reduce current year incentive compensation to redress any prior imbalance that was subsequently determined to have existed. We also maintain the right to seek reimbursement of any incentive compensation should it be determined that such incentive compensation was based on materially inaccurate performance metrics, whether or not the executive was responsible for the inaccuracy. Once final regulations are adopted by the SEC regarding the clawback requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Compensation Committee intends to revise the clawback policy as necessary to comply with the regulations.

35

Under the terms of the Company’s 2014 Omnibus Incentive Plan, a participant’s rights with respect to an award under the plan are subject to any right that the Company may have under any Company recoupment policy or other agreement or arrangement with a participant, or  any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under certain federal securities law provisions.

Employment Agreements

A strong, experienced management team is essential to the best interests of a company and its shareholders. A summary of each named executive officer’s employment agreement is set forth below under the heading “Potential Payments UponTermination or Change-in-Control—Employment Agreements.”

36

Section 162(m) Compliance

Section 162(m) of the Internal Revenue Code limits a public company to a deduction for federal income tax purposes of no more than $1 million of compensation paid to certain executive officers in a taxable year. Pursuant to Section 162(m), compensation above $1 million may be deducted only if it is “performance-based compensation” within the meaning of the Internal Revenue Code. While the Compensation Committee generally intends for payments under certain of our incentive plans to meet the criteria for tax deductibility under the provisions of the Internal Revenue Code, the Compensation Committee retains full discretion and flexibility in structuring compensation programs that are designed to attract, reward and retain successful executives, even if not fully deductible.

37

Compensation Risk Assessment

The Company has determined that any risks arising from our compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. The Company believes our compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to our shareholders. The combination of performance measures for annual bonuses and the equity compensation programs, stock ownership guidelines and multi-year vesting schedules for equity awards have encouraged and will encourage our executives to maintain both a short- and a long-term view with respect to performance. Further mitigating risk, the Company has adopted a clawback policy applicable to executive incentive compensation and the terms of the Company’s 2014 Omnibus Incentive Plan subject a participant's rights with respect to an award under the plan are subject to any right that the Company may have under any Company recoupment policy or other agreement or arrangement with a participant, or any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under certain federal securities law provisions.

38

Summary Compensation Table for Fiscal Years 2016, 2015 and 2014

Name and Principal Position (1)	Year	Salary ($)	Bonus ($)	Stock Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Brian K. Kobylinski	2016	425,577	—	1,388,866	—	9,958	1,824,401
President and Chief Executive Officer and Former President &Chief Operating Officer
Jeffry N. Quinn	2016	676,212	—	—	—	101,482	777,694
Former Chief Executive Officer	2015	285,208	—	—	—	59,796	345,004
Sarah C. Lauber (5)	2016	373,002	150,000	90,825	—	9,958	623,785
Senior Vice President and Chief Financial Officer	2015	252,692	—	905,321	68,985	28,590	1,255,588
Srivas Prasad	2016	292,385	—	90,825	—	15,545	398,755
Senior Vice President and General Manager - Seating & Acoustics	2015	290,769	—	—	43,680	29,815	364,264
	2014	276,103	—	1,399,061	36,183	708,119	2,419,466
Steven G. Carollo	2016	258,755	—	90,825	—	9,543	359,123
Senior Vice President and General Manager - Finishing & Components
John J. Hengel	2016	292,474	—	38,925	—	21,630	353,029
Vice President - Finance, Treasurer and Assistant Secretary	2015	297,208	—	—	48,082	35,935	381,225
David A. Cataldi	2016	22,560	—	—	—	578,379	600,939
Former President, Acoustics Segment	2015	380,700	—	—	229,125	80,538	690,363
	2014	347,937	—	1,865,403	17,368	2,336,723	4,567,431

(1) During fiscal year 2016, the following organizational changes occurred:

• Mr. Kobylinski joined our Company as President and Chief Operating Officer in fiscal year 2016 and became our President and Chief Executive Officer on December 1, 2016, replacing Mr. Quinn, who became our non-executive Chairman of the Board. The amount reported as salary for Mr. Quinn in the Summary Compensation Table includes $60,708 per month between January 1, 2016 and November 30, 2016 as compensation for serving as our Chief Executive Officer and fees of $8,424 for serving as non-employee director during the month of December 2016.

• Mr. Cataldi separated from service with our Company on January 18, 2016.

(2) The amounts listed in this column reflect the grant date fair value of the restricted stock unit awards computed in accordance with ASC 718. For time-vesting restricted stock units granted to Mr. Kobylinski (the only named executive officer who received time-vesting restricted stock units in 2016), the amount was determined by multiplying the closing price of the Company’s common stock on the grant date by the number of restricted stock units granted. This amount was $557,524. For ROIC-vesting restricted stock units granted in 2016, the amount was determined by multiplying the grant date fair value of the restricted stock unit by the total maximum number of restricted stock units granted. The assumptions used to determine the valuation of the awards are discussed in Note 12 to our Consolidated Financial Statements in our Annual Report on Form 10-K.

(3) No amounts were earned under the Jason MIC for 2016.

(4) This column includes the following amounts for 2016:

39

Name	Severence ($)(a)	Relocation ($)(b)	401(k) Match ($)(c)	Life Insurance (S)(d)	Long-Term Care Insurance ($)(d)	Accidental Death & Dismemberment Insurance ($)(d)	Total All Other Compensation ($)
Brian K. Kobylinski	—	—	7,950	1,814	—	194	9,958
Jeffry N. Quinn	—	101,482	—	—	—	—	101,482
Sarah C. Lauber	—	—	7,950	1,814	—	194	9,958
Srivas Prasad	—	—	7,950	1,778	5,626	191	15,545
Steven G. Carollo	—	—	7,763	1,608	—	172	9,543
John J. Hengel	—	—	7,950	1,783	11,706	191	21,630
David A. Cataldi	564,000	—	670	1,814	11,701	194	578,379

(a) Represents amounts paid to Mr. Cataldi following his separation from service. The post-employment benefits Mr. Cataldi received in connection with his separation from service are set forth below under the heading “Potential Payments Upon Termination or Change-in-Control-Executive Departures.”

(b) Represents the reimbursement of personal relocation expenses.

(c) Reflects the contributions to the Company’s 401(k) Plan made by the Company on behalf of each named executive officer.

(d) Represents premiums paid by the Company for applicable insurance policies.

(5) The amount listed in the “Bonus” column for Ms. Lauber reflects her Signing Bonus that was paid in May 2016.

The material terms of the Company’s employment agreements with the named executive officers are set forth below under the heading “Potential Payments Upon Termination or Change-in-Control—Employment Agreements.”

Alternative Summary Compensation Table Showing "Realizable Pay" for Fiscal Year 2016

The required Summary Compensation Table above values stock awards based on their grant date fair value and the stock price on the date of grant, as required by the SEC’s disclosure rules. However, the value that the named executive officers actually realize with respect to those awards may differ from the grant date fair value because it depends on the stock price when the awards are earned. In the case of the fiscal year 2016 stock awards, the potential value of the awards to the named executive officers was lower at the end of fiscal year 2016 than on the grant date due to a decline in the stock price. The Alternative Summary Compensation Table below reflects the potential value of the fiscal year 2016 stock awards to our continuing named executive officers as of the end of fiscal year 2016 using the stock price as of the end of fiscal year 2016. As discussed above under “Elements of Compensation-Long Term Equity-Based Compensation-ROIC-Vesting Awards,” the ROIC-vesting restricted stock unit awards granted in 2016 have no realizable value because, based on our performance through our 2016 fiscal year end, we will be unable to achieve ROIC performance at or above 80% of target for the three year period.

Name and Principal Position (1)	Year	Salary ($)	Bonus	Stock Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total All Other Compensation ($)
Brian K. Kobylinski	2016	425,577	—	250,886	—	9,958	686,421
Sarah C. Lauber	2016	373,002	150,000	—	—	9,958	532,960
Srivas Prasad	2016	292,385	—	—	—	15,545	307,930
Steven G. Carollo	2016	258,755	—	—	—	9,543	268,298
John J. Hengel	2016	292,474	—	—	—	21,630	314,104

40

(1) The amounts listed in this column reflect the value of the restricted stock unit awards granted in fiscal year 2016 based on the closing price of our common stock on December 31, 2016 of $1.80 per share, except for the ROIC-vesting restricted stock unit awards granted in 2016, which have no realizable value because, based on our performance through our 2016 fiscal year end, we will be unable to achieve ROIC performance at or above 80% of target for the three year period.

41

Grants of Plan-Based Awards for 2016

The following table sets forth 2016 cash incentive awards under the Jason MIC and equity awards made by us to the named executive officers under the 2014 Omnibus Incentive Plan during fiscal year 2016. Mr. Cataldi was not eligible to receive cash incentive awards nor equity awards for fiscal year 2016 due to his separation from service with our Company on January 18, 2016, and is therefore not included in the table. The threshold, target and maximum incentive award amounts shown in the table represent the amounts to be paid if Jason’s performance had met the respective levels of the applicable performance measures. The Jason MIC is more fully described under the “Elements of Compensation—Annual Incentive Compensation” section above.

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Grant Date (1)	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Brian K. Kobylinski	—	560,000	700,000(4)	1,050,000
	4/27/2016	—	—	—	—	—	—	139,381(5)	557,524
	4/27/2016	—	—	—	110,846	138,557	207,836	—	831,342
Jeffry N. Quinn (6)	—	582,800	728,500	1,092,750	—	—	—	—	—
Sarah C. Lauber		180,456	225,570	338,355	—	—	—	—	—
	2/4/2016	—	—	—	14,000	17,500	26,250	—	90,825
Srivas Prasad		141,120	176,400	264,600	—	—	—	—	—
	2/4/2016	—	—	—	14,000	17,500	26,250	—	90,825
Steven G. Carollo		127,600	159,500	239,251	—	—	—	—	—
	2/4/2016	—	—	—	14,000	17,500	26,250	—	90,825
John J. Hengel		94,331	117,914	176,872	—	—	—	—	—
	2/4/2016	—	—		6,000	7,500	11,250	—	38,925

(1) Includes annual bonus grants pursuant to the Jason MIC for fiscal year 2016. The amounts in this table show the threshold, target and maximum bonus amounts payable to the named executive officers assuming the Company satisfied the relevant performance measures with respect to fiscal year 2016. No amounts were earned under the Jason MIC for fiscal year 2016.

(2) Includes ROIC-vesting restricted stock units granted pursuant to the 2014 Omnibus Incentive Plan. With respect to these restricted stock units, the amounts in this table show the number of units that would vest for the named executive officer assuming the relevant performance measures were satisfied. The threshold, target and maximum amounts represent the amount of units that would vest at an achievement level over 80% of the target, at or above 100% of the target and at or above 150% of the target, respectively.

(3) The assumptions used to determine the valuation of the awards are discussed in Note 12 to our Consolidated Financial Statements in our Annual Report on Form 10-K.

(4) Mr. Kobylinski’s target amount is calculated as a percentage of base salary. His base salary increased from $625,000 to $700,000 and his target Jason MIC payout increased from 75% to 100% of base salary on December 1, 2016 in connection with his promotion to President and Chief Executive Officer. His 2016 target amount reported in the table was calculated taking into account both target amounts prorated based on the number of months worked at each.

(5) Includes 59,381 time vesting restricted stock units granted pursuant to the 2014 Omnibus Incentive Plan, one third of which vest on each of the first, second, and third anniversary of the grant date and 80,000 Matching RSUs which vest in full on the third anniversary of the grant date.

(6) Mr. Quinn did not receive any equity-based awards in 2016.

42

Outstanding Equity Awards at December 31, 2016

The table below shows the number and value of stock awards outstanding for each named executive officer as of December 31, 2016. Mr. Quinn had no stock awards outstanding as of December 31, 2016. The Company has not granted stock options.

	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)(1)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)(2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
Brian K. Kobylinski	139,381	250,886	138,557	(3)	249,403	(3)
Sarah C. Lauber	26,051	46,892	60,785	(4)	109,413	(4)
			60,784	(5)	109,411	(5)
			17,500	(3)	31,500	(3)
Srivas Prasad	17,367	31,261	60,785	(4)	109,413	(4)
			60,784	(5)	109,411	(5)
			17,500	(3)	31,500	(3)
Steven G. Carollo	2,894	5,209	10,131	(4)	18,236	(4)
			10,132	(5)	18,238	(5)
			17,500	(3)	31,500	(3)
John J. Hengel	5,789	10,420	20,262	(4)	36,472	(4)
			20,264	(5)	36,475	(5)
			7,500	(3)	13,500	(3)
David A. Cataldi	—	—	42,041	(4)	75,674	(4)
			81,048	(5)	145,886	(5)

(1) Includes time-vesting restricted stock units granted pursuant to the 2014 Omnibus Incentive Plan. For Ms. Lauber and Messrs. Prasad, Carollo and Hengel, the awards vest in equal installments on each June 30th through June 30, 2017. For Mr. Kobylinski, the awards vest in three equal installments on each of the first three anniversaries of the grant date, which was April 27, 2016.

(2) Amount is based on the aggregate number of unvested units multiplied by the $1.80 per share closing price of a share of the Company’s common stock as of the last business day of fiscal year 2016.

(3) The amounts include the ROIC-vesting restricted stock units granted pursuant to the 2014 Omnibus Incentive Plan. The awards vest based upon the achievement of an established cumulative ROIC performance target over a three-year performance period from January 1, 2016 through December 31, 2018. The amount listed above is based on the amount of units that would vest at target multiplied by the $1.80 per share closing price of a share of the Company’s common stock as of the last business day of fiscal year 2016. As discussed above under “Elements of Compensation-Long Term Equity-Based Compensation-ROIC-Vesting Awards,” the ROIC-vesting restricted stock unit awards granted in 2016 have no realizable value because, based on our performance through our 2016 fiscal year end, we will be unable to achieve ROIC performance at or above 80% of target for the three year period.

(4) The amounts include the adjusted EBITDA-vesting restricted stock units granted pursuant to the 2014 Omnibus Incentive Plan. The awards vest based upon the achievement of an established cumulative adjusted EBITDA less CapEx performance target over a three-year performance period from July 1, 2014 through June 30, 2017. The amount listed above is based on the amount of units that would vest at target multiplied by the $1.80 per share closing price of a share of the Company’s common stock as of the last business day of fiscal year 2016. A pro-rated portion of Mr. Cataldi’s adjusted EBITDA-vesting restricted stock units (based on the number of days served during the performance period) remain outstanding following his resignation date and are eligible to vest based on Company performance during the three-year performance period.

(5) The amounts include the stock price-vesting restricted stock units granted pursuant to the 2014 Omnibus Incentive Plan. The awards vest upon the achievement of certain established stock price targets for the Company’s common stock during a performance period ending on June 30, 2017. The amount listed above is based on the amount of units that would vest at target multiplied by the $1.80 per share closing price of a share of the Company’s common stock as of the last business day of fiscal year 2016. Mr. Cataldi’s outstanding stock price-vesting restricted stock units

43

remain outstanding and are eligible to vest for a period of one year following his separation from service from our Company (i.e., until January 18, 2017).

44

Option Exercises and Stock Vested in 2016

The table below shows the amount realized upon the vesting of restricted stock units. Mr. Kobylinski and Mr. Quinn had no restricted stock units vest during 2016. The Company has not granted stock options.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)(1)	Value Realized on Vesting ($)(2)
Sarah C. Lauber	26,051	94,044
Srivas Prasad	17,367	62,695
Steven G. Carollo	2,894	10,447
John J. Hengel	5,789	20,898
David A. Cataldi	23,156	78,036

(1) Includes time-vesting restricted stock units granted pursuant to the 2014 Omnibus Incentive Plan.

(2) Other than for Mr. Cataldi, amount is based on the aggregate number of vested units multiplied by the $3.61 per share closing price of a share of the Company’s common stock as of June 30, 2016. The amount for Mr. Cataldi is based on the 23,156 units that vested upon his separation from service multiplied by the $3.37 per share closing price of a share of the Company’s common stock as of January 18, 2016.

45

Pension Benefits

Our named executive officers do not participate in any Company-sponsored qualified or nonqualified defined benefit plans. Our Board of Directors or Compensation Committee may elect to adopt qualified or nonqualified benefit plans in the future if it determines that doing so is in our best interests.

46

Nonqualified Deferred Compensation

We do not sponsor any nonqualified defined contribution plans or other nonqualified deferred compensation plans. Our Board of Directors or Compensation Committee may elect to provide our executive officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

47

Potential Payments Upon Termination or Change-in-Control

Employment Agreements

Mr. Kobylinski’s employment agreement, as amended, provides for Mr. Kobylinski to serve as President and Chief Executive Officer. In addition, Mr. Kobylinski’s employment agreement provides for an annual base salary of no less than $700,000, the entitlement to customary employee benefits, and an annual target bonus opportunity of 100% of base salary.

Until his transition out of the Chief Executive Officer role on December 1, 2016, Mr. Quinn was party to a Services Agreement and did not have an employment agreement with the Company. The Services Agreement as amended provided for Mr. Quinn to serve as our Chief Executive Officer and for a monthly fee of $60,708 under the Services Agreement. Mr. Quinn also received reimbursement of expenses, including reasonable temporary housing expenses and travel expenses, as well as a lump sum reimbursement of $75,000 to cover a portion of the costs associated with the subletting of his previous office. Mr. Quinn also was eligible for a bonus with a target amount of 100% of his annual fees. If the Services Agreement were terminated by us other than for cause or due to our decision not to renew the Agreement, Mr. Quinn would receive any earned but unpaid bonus from the prior year and a pro rated amount of the bonus for the then-current year based on actual performance as determined after the end of such year. The Services Agreement as amended was to continue for an initial term ending December 31, 2016, after which it would automatically renew on a month-to-month basis, unless terminated earlier pursuant its terms. The Services Agreement was terminated when Mr. Quinn transitioned out of the Chief Executive Officer role on December 1, 2016. During the term of the Services Agreement, Mr. Quinn did not receive director or Chairman fees under the Company’s director compensation arrangement, but as non-employee Chairman Mr. Quinn became eligible for such fees under the Company's director compensation arrangement, and was paid fees of $8,424 for his service to the Board during December 2016.

Ms. Lauber’s employment agreement provides for Ms. Lauber to serve as the Company’s Senior Vice President and Chief Financial Officer. In addition, Ms. Lauber’s employment agreement provides for an annual base salary of no less than $365,000, the entitlement to customary employee benefits, and an annual target bonus opportunity of 60% of base salary, and a signing bonus of $150,000 contingent on her continued employment, which we paid in May 2016.

Mr. Prasad’s employment agreement, as amended, provides for Mr. Prasad to serve as the Senior Vice President and General Manager of the Company’s acoustics segment. In addition, Mr. Prasad’s amended employment agreement provides for an annual base salary of no less than $280,000, the entitlement to customary employee benefits, and an annual target bonus opportunity of 60% of base salary.

Mr. Hengel’s employment agreement provides for Mr. Hengel to serve as the Company’s Vice-President, Finance. In addition, Mr. Hengel’s employment agreement provides for an annual base salary of no less than $286,200, the entitlement to customary employee benefits and an annual target bonus opportunity of 40% of base salary.

The employment agreements with Messrs. Kobylinski, Prasad and Hengel and Ms. Lauber each provide that in the event the executives’ employment is terminated by the Company without “cause,” the executives terminate employment pursuant to a “constructive termination” (as such terms are defined in the employment agreements) or if the Company provides a notice of non-renewal to the executives (except in the case of Mr. Kobylinski and Ms. Lauber), subject to the execution of a release of claims and continued compliance with the restrictive covenants (as described below), in addition to their accrued benefits, Messrs. Kobylinski, Prasad, and Hengel and Ms. Lauber will be entitled to receive the product of 1.0 (or 1.5 in the event such termination occurs within 12 months following a change in control for Ms. Lauber and Messrs. Prasad and Hengel) and the sum of (x) their base salary and (y) an amount equal to their target bonus, payable in installments over the 12 month period following their termination of employment (or payable over the 18 month period if such termination occurs within 12 months following a change in control for Ms. Lauber and Messrs. Prasad and Hengel). In addition, each executive will be entitled to receive (i) a pro rata bonus for the year of termination (except in the case of Mr. Kobylinski and Ms. Lauber); (ii) continued health and welfare benefits ending on the first to occur of (A) 12 months or, in case such termination occurs within 12 months following a change in control for the named executive officers other than Mr. Kobylinski, 18 months following the termination of the executives’ employment; and (B) the date they accept employment from an unaffiliated company in the case of Messrs. Prasad and

48

Hengel and the date he or she becomes eligible for similar benefits under another employer’s plans in the case of Mr. Kobylinski and Ms. Lauber; and (iii) outplacement services. Mr. Kobylinski will also receive accelerated vesting of the next tranche of time-based restricted stock units and a pro rata portion of the Matching RSUs upon a qualifying termination of employment, or immediate vesting of all performance- and time-based restricted stock units if the qualifying termination occurs within 12 months following a change in control. In the event the executives’ employment is terminated due to their death or disability, they will be entitled to their base salary for three months following the date of termination (in the case of Ms. Lauber and Messrs. Prasad and Hengel) plus a pro rata bonus for the year of termination. Mr. Carollo does not currently have an employment agreement with our Company.

The employment agreements with Messrs. Kobylinski, Prasad and Hengel and Ms. Lauber each contain a Section 280G cutback pursuant to which, in the event any payments or benefits provided to the executives would be considered “parachute payments” as defined in Section 280G of the Internal Revenue Code, the executives would be entitled to the greater of, as determined on an after-tax basis, (i) such parachute payments or (ii) the greatest reduced amount of such parachute payments as would result in no amount of such parachute payments being subject to an excise tax pursuant to Section 280G.

In addition, the named executive officer employment agreements provide for (i) general restrictions on the disclosure of confidential information, (ii) an inventions assignment covenant, and (iii) an agreement that the executives will not compete with the Company or solicit the Company’s employees, customers or business during the executives’ employment and for a period of (A) 12 months thereafter in the case of Mr. Kobylinski and Ms. Lauber or (B) 12 months thereafter or, for the period of 18 months thereafter if they are receiving the enhanced change in control severance benefits described above in the case of Messrs. Prasad and Hengel.

Further, the employment agreements with Messrs. Kobylinski, Prasad and Hengel and Ms. Lauber contain an agreement between the executives and the Company that during their employment and for a period of two years thereafter the executives will not disparage the Company.

2014 Omnibus Incentive Plan

Awards granted under the 2014 Omnibus Incentive Plan are generally subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting or continued eligibility for vesting upon specified events, including death, permanent disability or retirement of the grantee or a change in control of the Company. Generally, under the 2014 Omnibus Plan the Compensation Committee has the ability to accelerate the vesting of awards.

In connection with a change in control, as defined in the 2014 Omnibus Incentive Plan, the Compensation Committee may accelerate vesting of outstanding awards under the 2014 Omnibus Incentive Plan. In addition, such awards may be, in the discretion of the Compensation Committee, (1) assumed, continued or substituted by the acquiring or surviving entity in accordance with applicable law; (2) purchased by the Company for an amount equal to the excess of the price of a share of our common stock paid in a change in control over the exercise price of the awards; or (3) canceled if the price of a share of our common stock paid in a change in control is less than the exercise price of the award. The Compensation Committee may also provide for accelerated vesting or lapse of restrictions of an award at any time.

The award agreements under the 2014 Omnibus Incentive Plan also provide for accelerated vesting in certain circumstances: The ROIC-vesting restricted stock units provide that, in the event of the participant’s termination of employment (1) by the Company without cause, (2) by voluntary resignation by the participant with good reason, or (3) due to the participant’s death or disability, in each case, during the period beginning 90 days prior to the consummation of a change in control of the Company and ending two years following the date of consummation of a change in control of the Company, then any unvested restricted stock units that would have been forfeited on the date of the participant’s termination of employment shall become fully vested at 100% of target, as of the date of such termination of employment (or if the termination occurs prior to a change in control, on the date of the change in control), and the remaining restricted stock units will be forfeited. The EBITDA-vesting, stock price-vesting and time-vesting restricted stock units granted prior to fiscal year 2016 provided for full accelerated vesting on a change in control of the Company.

49

Outside of the circumstances of a change in control of the Company, if the participant incurs a termination of employment by the Company without cause, there is a voluntary termination of employment by the participant with good reason or the participant’s employment terminates due to death or disability, then a pro-rated portion of the ROIC-vesting and EBITDA-vesting restricted stock units will continue to be eligible to vest in accordance with the achievement of the performance conditions applicable to the award, and the stock price-vesting restricted stock units will remain eligible for the shorter of one year after the termination and the third anniversary of the grant date. The time-vesting restricted stock units provide that, if the participant incurs a termination of employment by the Company without cause, there is a voluntary termination of employment by the participant with good reason, then the next tranche of restricted stock units will vest. If the participant’s employment terminates due to death or disability, then the time-vesting restricted stock units will vest in full.

Executive Departures

On December 1, 2016, our former Chief Executive Officer, Mr. Quinn, transitioned into the role of non-executive Chairman of the Board. He did not receive any additional benefits in connection with such transition, but following such transition he become eligible for benefits under our compensation program for non-employee directors.

On January 18, 2016, our former President, Acoustics Segment, Mr. Cataldi, separated from service with our Company. In connection with his separation from service, Mr. Cataldi received severance benefits under his employment agreement equal to the product of 1.0 and the sum of his base salary and an amount equal to his target bonus for the year, payable in installments over the 12 month period following his termination of employment, totaling $586,560. He also received continued health and welfare benefits for up to 12 months, and outplacement services, totaling $47,941. With respect to his outstanding equity awards, Mr. Cataldi received accelerated vesting of all 23,156 of his unvested time-vesting restricted stock units for a value of $39,134 based on our closing stock price on January 18, 2017 of $1.69. In addition, a pro rata portion of his outstanding EBITDA-vesting restricted stock units (42,041) and all 81,048 of his stock price-vesting restricted stock units will continue to remain outstanding and eligible to vest based on Company performance at the end of the performance period. Mr. Cataldi was subject to a 12-month non-compete period and is subject to a two-year non-disparagement requirement.

50

Potential Payments Upon Termination

The following table sets forth quantitative estimates of Messrs. Kobylinski, Prasad and Hengel and Ms. Lauber's severance payments and benefits upon a termination without “cause” or if the executive terminates employment pursuant to a “constructive termination” or if the executive is provided with a notice of non-renewal in the case of Messrs. Prasad and Hengel (collectively a “Qualifying Termination”). The amounts below reflect potential severance payments and benefits pursuant to the employment agreements with such named executive officers, assuming the executive experienced a Qualifying Termination from the Company on December 31, 2016. In addition to these payments and benefits, each executive is entitled to a 90 day look forward period in regard to the accelerated vesting provisions of his or her restricted stock units triggered by a qualifying termination in connection with a change in control.

Name	Cash Severance Benefits ($)(1)	Continued Health Care Benefits ($)	Outplacement Services ($)	Continuation of Certain Insurance Benefits and Perquisites ($)(2)	Early Vesting of Restricted Stock Units ($)(3)	Total ($)
Brian K. Kobylinski	1,400,000	16,432	8,900	2,009	250,886	1,678,227
Sarah C. Lauber	601,520	16,432	8,900	2,009	46,892	675,753
Srivas Prasad	470,400	16,432	8,900	7,595	31,261	534,588
John J. Hengel	412,700	16,432	8,900	13,680	10,420	462,132

(1) This column includes the severance based on base salary and target bonus for each executive’s applicable “severance period” (as described above under “Employment Agreements”).

(2) This column includes the estimated value of the continuation of life insurance benefits, long-term care and accidental death and dismemberment insurance.

(3) These amounts represent the value of the unvested restricted stock units held by the executive officer that would have become vested upon a qualifying termination based on our closing stock price on December 30, 2016, of $1.80. The stock price-vesting restricted stock units are not included in this column because the performance contingency had not been satisfied as of December 31, 2016. Under the terms of the award, those units remain outstanding and eligible to vest for the shorter of (x) a period of one year following the date of termination and (y) the third anniversary of the June 30, 2014 grant date in accordance with the achievement of the vesting conditions set forth in the award agreement. The ROIC-vesting and adjusted EBITDA-vesting restricted stock units are also excluded in this column because they have no realizable value based on our performance through fiscal year 2016.The time-vesting restricted stock units are shown as vesting in full, as would be the case upon a termination as a result of death or disability, although only one additional tranche would vest upon a termination without “cause” or as a result of “good reason.”

Upon a qualifying termination of employment on December 31, 2016, a portion of Mr. Carollo's unvested restricted stock units would have become vested on the same basis as the restricted stock units of the other named executive officers shown in the table above. The value of the unvested restricted stock units held by Mr. Carollo that would have become vested was $5,209, calculated based on our closing stock price on December 30, 2016, of $1.80.

51

Potential Payments Upon a Qualifying Termination in connection with a Change-in-Control

The following table sets forth quantitative estimates of Messrs. Kobylinski, Prasad and Hengel and Ms. Lauber's severance payments and benefits upon a termination without “cause” or if the executive terminates employment pursuant to a “constructive termination” or if the executive is provided with a notice of non-renewal in the case of Messrs. Prasad and Hengel, in each case within the 12 months following a change in control of the Company (collectively a “Change in Control Qualifying Termination”). The amounts below reflect potential severance payments and benefits pursuant to the employment agreements with such named executive officers, assuming the executive experienced a Change in Control Qualifying Termination on December 31, 2016. In addition to these payments and benefits, each executive is entitled to a 90 day look forward period in regard to the accelerated vesting provisions of his restricted stock units triggered by a Change in Control Qualifying Termination.

Name	Cash Severance Benefits ($)(1)	Continued Health Care Benefits ($)	Outplacement Services ($)	Continuation of Certain Insurance Benefits and Perquisites ($)(2)	Early Vesting of Restricted Stock Units ($)(3)	Total ($)
Brian K. Kobylinski	1,400,000	24,647	8,900	3,013	500,289	1,936,849
Sarah C. Lauber	902,280	24,647	8,900	3,013	297,216	1,236,056
Srivas Prasad	705,600	24,647	8,900	11,393	281,585	1,032,125
John J. Hengel	619,050	24,647	8,900	20,520	96,867	769,984

(1) This column includes the severance based on base salary and target bonus for each executive’s applicable “severance period” (as described above under “Employment Agreements”).

(2) This column includes the estimated value of the continuation of life insurance benefits, long-term care and accidental death and dismemberment insurance.

(3) These amounts represent the value of all of the unvested restricted stock units held by the executive officer, which become vested upon a change of control or a Change in Control Qualifying Termination, based on our closing stock price on December 30, 2016, of $1.80.

Upon a qualifying termination of employment on December 31, 2016, a portion of Mr. Carollo's unvested restricted stock units would have become vested on the same basis as the restricted stock units of the other named executive officers shown in the table above. The value of the unvested restricted stock units held by Mr. Carollo that would have become vested was $73,183, calculated based on our closing stock price on December 30, 2016, of $1.80.

52

Director Compensation

The Board of Directors approved the director compensation arrangement on June 30, 2014, upon completion of the Business Combination. Directors who are not employees receive an annual retainer fee of $50,000. The Chairman receives an additional $50,000 for his service as the Chairman of the Board. The Chairs of the Audit Committee and the Compensation Committee each receive an additional $15,000 annual retainer fee and the other members of those committees receive an additional $7,500 annual retainer fee in recognition of their committee service. The Chair of the Corporate Governance and Nominating Committee receives an additional $7,500 annual retainer fee and the other members of the committee receive an additional $3,750 annual retainer fee in recognition of their committee service. Directors who are our employees do not receive any special compensation for their service as directors.

In November 2015, the Company entered into the Services Agreement with Mr. Quinn related to his service as Interim Chief Executive Officer and an amendment in January 2016 in connection with Mr. Quinn’s appointment as Chief Executive Officer. Mr. Quinn received a monthly fee of $60,708 during 2016 pursuant to the terms of the Services Agreement. Mr. Quinn also received reimbursement of expenses, including reasonable temporary housing expenses and travel expenses. The Services Agreement terminated on December 1, 2016 when Mr. Quinn transitioned into the role of non-executive Chairman of the Board. For the month of December, Mr. Quinn received $8,424 under the Company’s director compensation arrangement for his service as our non-executive Chairman of the Board. This amount is included in Mr. Quinn's salary reported in the Summary Compensation Table above and therefore is not included in the table below.

Directors who are not employees also receive an annual equity grant valued at $100,000 in the form of restricted stock units to further align the interests of outside directors with shareholders. Mr. Quinn elected not to receive the restricted stock unit award for 2016.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Total ($)
James P. Heffernan	65,000	97,995	162,995
Edgar G. Hotard	65,000	97,995	162,995
James E. Hyman	61,250	97,995	159,245
Mitchell I. Quain	61,250	97,995	159,245
Jeffry N. Quinn (3)	—	—	—
Dr. John Rutledge	57,500	97,995	155,495
James M. Sullivan	65,000	97,995	162,995

(1) The amount reported above is the grant date fair value of the award.

(2) Restricted stock unit awards of 26,557 units were granted on July 9, 2016 and vest on the first anniversary of the date of grant. Delivery of the shares underlying the restricted stock units would be deferred until the six-month anniversary of the conclusion of a director’s service on the Board. As of the last day of fiscal year 2016, the total number of restricted stock units held by each non-employee director that had vested but for which the issuance of the shares had been deferred for was 24,334 (15,888 in the case of Messrs. Hyman and Quain).

(3) Mr. Quinn received fees of $8,424 during the month of December after he transitioned from Chief Executive Officer to non-executive Chairman of the Board. This amount is included in Mr. Quinn’s salary reported in the Summary Compensation Table above and therefore is not included here.

53

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis that appears in this Proxy Statement. Based on such review and discussions, the Compensation Committee recommended to the Board that we include the Compensation Discussion and Analysis in this Proxy Statement.

Compensation Committee

James P. Heffernan, Chair

James E. Hyman

Mitchell I. Quain

54

AUDIT COMMITTEE REPORT

The Audit Committee operates under a written charter that is available on our website at www.jasoninc.com. The Audit Committee’s specific responsibilities are summarized under “Corporate Governance Principles and Board Matters—Board Committees—Audit Committee.”

Management, the independent registered public accounting firm (“Independent Auditor”) and the Audit Committee each have different roles and responsibilities with respect to our financial statements and internal control over financial reporting. Management is responsible for the preparation, presentation and integrity of our consolidated financial statements, accounting and financial reporting principles, internal control over financial reporting and disclosure controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. Management is also responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of our system of internal control. Our Independent Auditor is responsible for performing an independent audit of our consolidated financial statements and for expressing an opinion, based on the results of their audit, on whether the consolidated financial statements are fairly presented in all material respects, in conformity with accounting principles generally accepted in the United States. The Audit Committee is responsible for overseeing the conduct of these activities and appointing our Independent Auditor. The Audit Committee relies on the expertise and knowledge of management, the internal auditors and the Independent Auditor in carrying out its oversight responsibilities, including with respect to information provided and representations made to it by management and on the report on our consolidated financial statements that it receives from our Independent Auditor.

Management represented to the Audit Committee that our financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has reviewed and discussed the financial statements with management and the Independent Auditor. The Audit Committee discussed with the Independent Auditor the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301 (Communication with Audit Committees). This review included a discussion of the quality of the Company’s accounting principles, the selection of and modification to significant accounting policies, the reasonableness of estimates, and the disclosures in the Company’s financial statements and the notes thereto.

The Audit Committee has received the written disclosures and the letter from the Independent Auditor required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) and the Audit Committee discussed with the Independent Auditor that firm’s independence. These disclosures and discussion informed the Audit Committee of any relationships between PricewaterhouseCoopers LLP, the Independent Auditor, or any of its affiliates and the Company or any persons in financial reporting oversight roles for the Company in order to assist the Audit Committee in evaluating PricewaterhouseCoopers LLP’s independence.

Based upon the Audit Committee’s discussions with management and the Independent Auditor and the Audit Committee’s review of the audited financial statements and the representations of management and the report of the Independent Auditor to the Audit Committee, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Audit Committee

James M. Sullivan, Chair

Edgar G. Hotard

Dr. John Rutledge

55

STOCKHOLDER PROPOSALS

If a stockholder intends to present a proposal at the 2018 annual meeting of stockholders and desires to have us include that proposal in our proxy materials for that meeting under Rule 14a-8 under the Securities Exchange Act of 1934, then the stockholder must ensure that we receive the proposal by December 14, 2017.

A stockholder who otherwise intends to present business at the 2018 annual meeting of stockholders must comply with the requirements set forth in our Bylaws. Our Bylaws state that a stockholder must give written notice that complies with the Bylaws to our Secretary not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting.

Since the Annual Meeting will be held on May 18, 2017, we must receive notice of a proposal for stockholders to consider at the 2018 annual meeting of stockholders that a stockholder submits other than pursuant to Rule 14a-8 between January 18, 2018 and February 17, 2018.

If we receive the notice after February 17, 2018, then we will consider the notice untimely and we will not have an obligation to present the proposal at the 2018 annual meeting of stockholders. If the Board chooses to present a proposal that a stockholder submits other than under Rule 14a-8 at the 2018 annual meeting of stockholders, then the persons named in the proxies that the Board requests for the 2018 annual meeting of stockholders may exercise discretionary voting power with respect to the proposal.

56

DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS

Pursuant to the rules of the SEC, services that deliver our communications to stockholders that hold their stock through a broker, bank or other nominee may deliver to multiple stockholders sharing the same address a single copy of our Annual Report and Proxy Statement. We will deliver promptly, if you request orally or in writing, a separate copy of the Annual Report and Proxy Statement to any stockholder at the same address. If you wish to receive a separate copy of the Annual Report and Proxy Statement, then you may contact our Investor Relations Department by: (a) mail at Jason Industries, Inc., Attention: Investor Relations, 833 East Michigan Street, Suite 900, Milwaukee, Wisconsin 53202, (b) telephone at 414-277-9300 or (c) email at investors@jasoninc.com. You can also contact your broker, bank or other nominee to make a similar request. Stockholders sharing an address who now receive multiple copies of our Annual Report and Proxy Statement may request delivery of a single copy by contacting us as we indicate above, or by contacting their broker, bank or other nominee, so long as the broker, bank or other nominee has elected to household proxy materials.

By Order of the Board of Directors,

Jason Industries, Inc.

Thomas L. Doerr, Jr.

Vice President, General Counsel and Secretary

Milwaukee, Wisconsin

April 13, 2017

57