Our board of directors has nominated each of George N. Benjamin, III
, David P. Storey, Ralph R. Whitney Jr., James C. Gale, Donald F.U. Goebert and Randolph K. Piechocki to stand for re-election at the annual meeting.
...George N. Benjamin, III (1996)(1)(3)
...George N. Benjamin, III has been our Chairman of the Board since May 2003 and a director since January 1996.He has served as director of Stonebridge Financial Corporation since January 2000 and director of Aubeta Network Corporation, a facility-based wide area network company, since December 2002.From August 1999 to October 2001, he was the president and chief executive officer of Keystone Networks, Inc., an optical network developer.He was president of BICC Brand Rex from May 1997 to August 1998, and was president and chief executive officer of BICC Cables Corp., N.A., a manufacturer of electrical wires and cable, from August 1998 through June 1999.He was a group vice-president of the Marmon Group, Incorporated, a management consulting organization, from August 1988 until October 1995.He was president of Tie Communications, Incorpo rated, a provider of business communications and information distribution products from April 1992 to October 1995.He has been a consultant and partner in Trig Systems, LLC, a management and consulting company, since July 1987.
These five directors are: George N. Benjamin, III
, Ralph R. Whitney Jr., James C. Gale, Donald F.U. Goebert and Randolph K. Piechocki.
The board of directors has designated Mr. Benjamin
as the presiding director for these meetings.
...The members of the audit committee are Ralph R. Whitney Jr., who serves as the chairperson, and George N. Benjamin, III and Randolph K. Piechocki.
The board of directors appointed Mr. Benjamin
, who satisfied the independence requirements of Rule 10A-3 of the Exchange Act, to replace Mr. Gale.
Upon the appointment of Mr. Benjamin
as a member of the audit committee, all o f the members of the audit committee satisfied the independence requirements of Rule 10A-3 of the Exchange Act and the corporate governance listing standards of the American Stock Exchange.The board of directors has adopted an audit committee charter, the text of which is attached as Appendix A to this proxy statement.
...The members of the nominating committee are George N. Benjamin, III, Ralph R. Whitney Jr., and Randolph K. Piechocki, and Mr. Piechocki serves as chairperson.