The Board is currently composed of seven (7) directors, each with a term expiring at the Annual Meeting. We are seeking your support at the Annual Meeting to elect our five (5) Nominees: Kenneth H. Traub
, Richard A. Karp, Damien J. Park, Brent S. Morrison and Norman J. Rice. If elected, our Nominees will constitute a majority of the Board.
Kenneth H. Traub, age 53, has served as the President and CEO of Ethos Management LLC, which specializes in investing in and advising companies to execute strategies to build and unlock stockholder value, since January 2009. He has also been general partner of Rosemark Capital, a private equity firm, since June 2013. From 1999 until its acquisition by JDS Uniphase Corp. ("JDSU") in February 2008, he served as President and CEO of American Bank Note Holographics, Inc. ("ABNH"), a leading global supplier of optical security devices. Mr.
Traub managed the turnaround, growth and sale of ABNH. Following the sale of ABNH, he served as Vice President of JDSU, a global leader in optical technologies and telecommunications, through September 2008. In 1994, Mr. Traub co-founded Voxware, Inc., a pioneer in voice over Internet protocol communication technologies, and served as its EVP and CFO through 1998. Previously, he served as VP of Trans-Resources, Inc., a multi-national holding company and investment manager. Mr.
Traub currently serves on the boards of directors of the following Securities and Exchange Commission (the "SEC") reporting companies: (i) Vitesse Semiconductor Corporation (NASDAQ: VTSS), a leading supplier of integrated circuit solutions for next-generation carrier and enterprise networks where he has served since March 2013, (ii) MRV Communications, Inc. (NASDAQ: MRVC), a leading provider of optical communications network equipment and integration where he has served since October 2011 and as its chairman of the board of directors since January 2012, (iii) DSP Group, Inc. (NASDAQ: DSPG), a leading global provider of wireless chipset solutions for converged communications where he has served since May 2012, and (iv) Athersys, Inc. (NASDAQ: ATHX), a biotechnology company engaged in the discovery and development of therapeutic product candidates where he has served since June 2012. He previously served on the boards of directors of (i) Phoenix Technologies Ltd. (NASDAQ: PTEC), a supplier of the basic input output system for the personal computer industry, from November 2009 until the company was sold in November 2010, (ii) IPAS, a leading global provider of mobility services for Enterprises and Carriers, from June 2009 to June 2013, (iii) MIPS Technologies, Inc. (NASDAQ: MIPS), a leading provider of industry standard processor architectures and cores, from December 2011 until the company was sold in February 2013, (iv) Xyratex Limited (NASDAQ: XRTX), a leading supplier of data storage technologies, from June 2013 until the company was sold in March 2014, and (v) Tix Corporation (OTCQX: TIXC), a provider of ticketing services, from July 2011 to January 2014. He also served as the chairman of the board of the New Jersey chapter of the Young Presidents Organization in 2010 and 2011. He received a BA from Emory College and an MBA from Harvard Business School. Mr.
has over 20 years of senior management, corporate governance, turnaround and transactional experience with various public and private companies. iPass Shareholders for Change believes that Mr. Traub's
wealth of executive management and board experience and corporate governance awareness from his
experience as a senior executive of public companies and his
current and past service as a director of public companies, including IPAS, would allow him to provide valuable advice and guidance to the Board.
The principal business address of Mr. Traub
is c/o Ethos Management LLC
, 90 Nassau Street, Suite 500, Princeton, New Jersey 08542.
As of the date hereof, Mr. Traub
beneficially owns 309,722 shares of Common Stock, including 139,355 shares of Common Stock underlying certain call options exercisable within sixty (60) days hereof that were awarded to Mr. Traub
in connection with his
prior service on the Board.
Mr. Traub was previously appointed to the Board in June 2009 in connection with the Settlement Agreement, dated June 2, 2009, by and among iPass and Foxhill Master Fund and its affiliates.
subsequently tendered his
resignation from the Board, effective just prior to the start of the Company's 2013 annual meeting of stockholders.