The current term of the Company’s Class I Directors, who are Francis J. Jules
and Michael J. Mardy, will expire at the 2012 Meeting.
and Mardy have determined not to stand for reelection at the conclusion of their terms.
and Mardy will be appointed as Class II Directors to fill the vacancies created thereby.
The strategic alternatives review process has been overseen primarily by a committee of the Board comprised of Jeffrey J. Fenton, Virginia G. Breen and Francis J. Jules in regular consultation with the full Board; Mr. Fenton is the chairman of the committee.
and Mardy will be appointed to fill the vacancies created thereby.
Francis J. Jules
, age 56.
Mr. Jules has served as a Director of the Company since February 2003.
Mr. Jules served as presiding director from August 2006 until November 2011 and was appointed non-executive Chairman of the Board on November 15, 2011.
Mr. Jules has served as President, Global Business Solutions, of AT&T, Inc., a local telephone and access provider, since November 2010.
From September 2007 until November 2010, Mr. Jules served as President and Chief Executive Officer of AT&T Advertising Solutions, a subsidiary of AT&T, Inc.
From November 2005 until September 2007, Mr. Jules served as Senior Vice President, Network Integration, of AT&T Operations, Inc.
From February 2003 to November 2005, Mr. Jules served as President of SBC Global Markets East, a subsidiary of SBC Communications, Inc., a data, voice and Internet service provider.
During 2002, Mr. Jules served as Chief Executive Officer and as a director of US LEC Corp., a public telecommunications company now conducting business as PAETEC Holding Corp.
provides the Board with experience through his
service in executive leadership roles in global organizations in the telecommunications industry, including extensive sales management responsibilities and expertise.
On November 15, 2011, the Board determined, as an enhancement to its governance structure, to separate the Chairman and Chief Executive Officer roles and appointed Mr. Jules to serve as the non-executive Chairman of the Board.
The duties of the non-executive Chairman include (i) calling and chairing meetings of the Board, including meetings of the independent Directors (ii) setting the agenda for and chairing meetings of the independent Directors in executive session, (iii) chairing the annual meeting of stockholders, (iv) briefing the Chief Executive Officer on issues arising from and/or discussed in executive sessions of the independent Directors, (v) facilitating discussions among independent Directors on key issues regarding the Company, (vi) facilitating communications between other members of the Board and the Chief Executive Officer (however, each Director is free to communicate directly with the Chief Executive Officer), (vii) in the event a stockholder seeks to communicate with the Board, accepting and responding to such communications, (viii) reviewing periodically the Company’s business plan, financial performance and other activities with the Chief Executive Officer, (ix) recommending Board committee assignments for consideration by the Nominating and Corporate Governance Committee (provided, however, that no such recommendation shall be required in order for such committee to carry out its duties with respect to committee composition) and (x) in consultation with the other independent Directors and the Chief Executive Officer, developing Board agendas.
The Board has determined that each of Virginia G. Breen, Jeffrey J. Fenton, Francis J. Jules, Edward E. Lucente, Michael J. Mardy, Joseph M. O’Donnell and Jeffrey S. Wald, constituting all of the Directors of the Company, as well as each of Warren G. Lichtenstein and Glen M. Kassan, the Company’s nominees for Director, satisfies the criteria for being an “independent director” under the standards of Nasdaq and has no material relationship with the Company other than by virtue of service on the Board.
The Audit Committee
currently consists of Virginia G. Breen, Francis J. Jules
, Edward E. Lucente, Michael J. Mardy (Chair) and Joseph M. O’Donnell, each of whom is independent as defined in applicable Nasdaq listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
The Compensation Committee currently consists of Jeffrey J. Fenton, Francis J. Jules
(Chair), Edward E. Lucente, Joseph M. O’Donnell and Jeffrey S. Wald, each of whom is an independent Director as determined in accordance with the Compensation Committee charter and applicable Nasdaq rules.
The Governance Committee
currently consists of Virginia G. Breen, Jeffrey J. Fenton, Francis J. Jules
, Edward E. Lucente (Chair) and Michael J. Mardy, each of whom is independent as defined in applicable Nasdaq listing standards.