Grace Names Directors for GCP Applied Technologies Inc.

COLUMBIA, Md.

W. R. Grace & Co. (NYSE: GRA) today announced the members of the Board of Directors of GCP Applied Technologies Inc., the new independent publicly traded company to be formed by the planned spin-off of Grace’s Construction Products business segment and Darex Packaging Technologies business. The new Board is expected to be elected upon the completion of the spin-off, planned for the first quarter of 2016.

When GCP Applied Technologies begins operations upon completion of the separation, its Board of Directors will include three independent members of the current Grace Board. The three are Ronald C. Cambre, retired Chairman of the Board and Chief Executive Officer of Newmont Mining Corporation, who will chair the GCP Board; Marye Anne Fox, Ph.D., Chancellor Emeritus and Distinguished Professor of Chemistry and Biotechnology at the University of California San Diego (UCSD); and Janice K. Henry, former Senior Vice President, Treasurer, and Chief Financial Officer of Martin Marietta Materials, Inc. All three will continue to serve on the Grace Board until the completion of the spin-off.

Other new, independent GCP Directors will be Marcia J. Avedon, Ph. D., Senior Vice President of Human Resources, Communications, and Corporate Affairs for Ingersoll Rand; Phillip J. Mason, former President, EMEA Sector at Ecolab, Inc.; Elizabeth (Beth) Mora, Chief Financial Officer and Vice President of Finance and Administration, and Treasurer for the Charles Stark Draper Laboratory in Cambridge, MA; and Danny R. Shepherd, former Vice Chairman of Vulcan Materials Company.

Grace’s President and Chief Operating Officer Gregory E. Poling, who will become GCP’s President and Chief Executive Officer when the spin-off occurs, also will serve on its Board.

“Shareholders can have confidence that the individuals on this Board bring an exceptional blend of talent, experience, and integrity to GCP Applied Technologies,” said Poling. “The mix of new directors with directors from the current Grace Board provides continuity as well as important fresh perspectives to ensure strong and accountable governance.”

Additional information on GCP Board members follows.

Ronald C. Cambre, Chairman

Mr. Cambre is retired Chairman of the Board and Chief Executive Officer of Newmont Mining Corporation. He joined Newmont as Vice Chairman and CEO in 1993, and retired as CEO in 2000 and as Chairman in 2001. He served as Chairman of the Board of McDermott International, Inc. and as a director of Cliffs Natural Resources Inc. until 2011. Mr. Cambre has been a Grace director since 1998.

Gregory E. Poling

Mr. Poling will serve as President and Chief Executive Officer of GCP Applied Technologies Inc. Until separation, he will continue as President and Chief Operating Officer of Grace, responsible for the company’s three business segments: Grace Catalysts Technologies, Grace Materials Technologies, and Grace Construction Products, as well as Operations. Mr. Poling’s tenure with Grace began in 1977. He has held positions in sales, marketing, business development, and general management across all of Grace’s business segments. In 1999, he was appointed Vice President and General Manager of Grace’s silica products business worldwide. In 2003, he was named President of the Specialty Materials business. In 2005, Mr. Poling became President of Grace Davison (one of the company’s two operating segments at the time) and Vice President of W. R. Grace & Co. In 2011, he was elected to his current role.

Marcia J. Avedon

Dr. Avedon is the Senior Vice President of Human Resources, Communications, and Corporate Affairs for Ingersoll Rand, a global diversified industrial company. In this role, she leads global human resources, public affairs, corporate social responsibility, communications, and brand management. Dr. Avedon has strong business operating experience across industrial, healthcare, consumer products, and professional services sectors, having led through large-scale organizational change, including mergers, acquisitions, divestitures, and spin-offs. She served as a director of Lincoln National Corporation, and currently serves on the boards of several policy, professional, and nonprofit organizations. Dr. Avedon is the inaugural chair of the University of South Carolina’s Center for Executive Succession and chairs the Board of Advisors for the Belk College of Business, University of North Carolina at Charlotte.

Marye Anne Fox

Dr. Fox served as Chancellor of the University of California San Diego (UCSD) and Distinguished Professor of Chemistry at that institution from 2004 until her retirement in 2012. She currently serves as Chancellor Emeritus and Distinguished Professor of Chemistry and Biotechnology at UCSD. She was previously Chancellor of North Carolina State University and Distinguished University Professor of Chemistry. She has served as the Co-Chair of the National Academy of Sciences’ Government-University-Industry Research Roundtable and she served on President Bush’s Council of Advisors on Science and Technology. She has served as the Vice Chair of the National Science Board. She served as a director of Pharmaceutical Product Development, Inc. until 2008, Boston Scientific Corporation until 2010, and Red Hat, Inc. until 2015. She is currently a director of Bridgeport Education, Inc. Dr. Fox has been a director of Grace since 1996.

Janice K. Henry

Ms. Henry served Martin Marietta Materials, Inc. as Senior Vice President and Treasurer until 2006 and Chief Financial Officer until 2005. After her retirement in 2006, she provided consulting services to the company until 2009. She served as a director of North American Galvanizing and Coatings, Inc. until its acquisition in 2010 by AZZ Incorporated; as a director of Inco Limited until its acquisition in 2006 by CVRD; and as a director of Cliffs Natural Resources Inc. until 2014. Ms. Henry has been a director of Grace since 2012.

Phillip J. Mason

Mr. Mason was President, EMEA Sector at Ecolab, Inc., where he led the company’s $2.7 billion business in the region until his retirement in December 2012. Previously, he served as President, International Sector, and Senior Vice President, Strategic Planning at Ecolab, to which he had returned in 2004. From 1997 to 2004, he served as President, HPR Partners, part of the HAVI Group, an 8,000-employee portfolio of businesses in the supply chain, packaging, and marketing industries. Previously, he held a variety of leadership positions at Ecolab, beginning in the mid-1980s. Mr. Mason has served on the board of Lincoln Electric Holdings since 2013.

Elizabeth Mora

Ms. Mora is the Chief Financial Officer, Vice President for Finance and Administration, and Treasurer for the Charles Stark Draper Laboratory in Cambridge. She has a wide breadth of financial, audit, risk management, and financial control experience. She is the former Chief Financial Officer of Harvard University, with its large endowment, $3 billion annual operating budget, and 15,000 employees. In her 12 years at Harvard, she was a leader in research administration, the business side of information technology, and a key liaison between the university and government partners including OMB, NIH, NSF, DoD, and the various Offices of Inspectors General. She is a CPA in the Commonwealth of Massachusetts and spent nine years in public accounting and consulting at PricewaterhouseCoopers in PWC’s National Regulatory Consulting Practice. She has been serving as a director of MKS Instruments since 2012.

Danny R. Shepherd

Mr. Shepherd is former Vice Chairman of Vulcan Materials Company, which he joined in 1973 and served in a number of capacities before leaving in 1993 to help build a lime and limestone business, ultimately serving as President of Global Stone Corp. He rejoined Vulcan in 2002, eventually serving as Executive Vice President and Chief Operating Officer before being named Vice Chairman in 2013. He has over 40 years of executive, operations, and commercial leadership experience with public companies, spanning P&L management, corporate strategy, business development, mergers and acquisitions, investor relations, capital planning, organization structure, and succession planning. He has served on the Boards of Directors of the American Road and Transportation Builders Association; National Stone, Sand & Gravel Association; National Ready Mix Concrete Association; National Lime Association; and Pulverized Minerals Association.

About Grace

Built on talent, technology, and trust, Grace is a leading global supplier of catalysts; engineered and packaging materials; and specialty construction chemicals and building materials. The company’s three industry-leading business segments—Grace Catalysts Technologies, Grace Materials Technologies, and Grace Construction Products—provide innovative products, technologies, and services that improve the products and processes of our customer partners in over 150 countries around the world. Grace employs approximately 6,500 people in over 40 countries and had 2014 net sales of $3.2 billion. More information about Grace is available at grace.com.

This announcement contains forward-looking statements, that is, information related to future, not past, events. Such statements generally include the words “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “suggests,” “anticipates,” “outlook,” “continues,” or similar expressions. Forward-looking statements include, without limitation, expected financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; and markets for securities. For these statements, Grace claims the protection of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Like other businesses, Grace is subject to risks and uncertainties that could cause its actual results to differ materially from its projections or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results to materially differ from those contained in the forward-looking statements include, without limitation: risks related to foreign operations, especially in emerging regions; the cost and availability of raw materials and energy; the effectiveness of its research and development and growth investments; acquisitions and divestitures of assets and gains and losses from dispositions; developments affecting Grace’s outstanding indebtedness; developments affecting Grace’s funded and unfunded pension obligations; its legal and environmental proceedings; uncertainties that may delay or negatively impact the separation transaction or cause the separation transaction to not occur at all; uncertainties related to the company’s ability to realize the anticipated benefits of the spin-off; the inability to establish or maintain certain business relationships and relationships with customers and suppliersor the inability to retain key personnel during the period leading up to and following the separation transaction; costs of compliance with environmental regulation; and those additional factors set forth in Grace’s most recent Annual Report on Form 10-K, quarterly report on Form 10-Q and current reports on Form 8-K, which have been filed with the Securities and Exchange Commission and are readily available on the Internet at www.sec.gov.Reported results should not be considered as an indication of future performance. Readers are cautioned not to place undue reliance on Grace’s projections and forward-looking statements, which speak only as the date thereof. Grace undertakes no obligation to publicly release any revision to the projections and forward-looking statements contained in this announcement, or to update them to reflect events or circumstances occurring after the date of this announcement.

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W. R. Grace & Co.
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