Christopher W. Nolan, Sr.
has leadership experience, business experience, a scientific background and education, outside board experience, and is considered "financially sophisticated" under the standards of the NASDAQ Stock Market LLC
From 2000 to 2002, he was a Vice President in M&A at Deutsche Bank Securities, Inc., New York, NY.
From 1992 to 2000, he was Vice President, Corporate Development and Investor Relations, at International Specialty Products, Inc., Wayne, NJ. From June 2007 through December 2012, he was a Director of Spectrum Group International, Inc., Irvine, CA, a publicly traded global collectibles network, and served as Chairman of Spectrum's Audit Committee and on their Compensation and Corporate Governance Committees.
He holds a bachelor's degree in Chemical Engineering from Lafayette College, and an MBA from Harvard University. (1)
The Company's Board has considered the independence of the nominees for election at the Annual Meeting and has affirmatively determined that none of the four non-employee nominees for Director, Arthur Dresner, Andrew Boccone, Christopher Nolan, and Lawrence Maietta, has any material business, family or other relationship with the Company other than as a director, and for that reason they all qualify as independent under the corporate governance rules of NASDAQ.
Arthur M. Dresner, the Chairman, Andrew A. Boccone, and Christopher W. Nolan, Sr. All of the Audit Committee members are independent as that term is defined in the listing standards of NASDAQ, the Company's stock exchange since March 16, 2009.
However, Christopher W. Nolan, Sr., is considered "financially sophisticated" as that term is defined by NASDAQ, and Lawrence F. Maietta, a Certified Public Accountant and former member of the Audit Committee, acts as an advisor to the Audit Committee.
The reason for the absence of a financial expert is that the Board of Directors determined that the expense involved did not justify recruiting one, considering Mr. Maietta's presence as an advisor and Mr. Nolan's
"financially sophisticated" status.
Lawrence F. Maietta, Arthur M. Dresner, Andrew A. Boccone, and Christopher W. Nolan, Sr.
, held two meetings in executive session without the presence of non-independent directors and management in accordance with NASDAQ