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2015-08-13T00:00:00.000Z

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Wrong Kenneth Way?

Mr. Kenneth L. Way

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Email: k***@***.com

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Background Information

Employment History

Director

Henry Ford Hospital

Director

CMS Energy Corporation

Director

Comerica Incorporated

Chairman

Shareholder.com incorporated

Affiliations

Board Member
Jyco Sealing Technologies

Board Member
USi Inc

Trustee
Kettering University

Honorary Chairman
The Eyes

Member, Boards of Trustees
Kettering University

Education

Cooley High School

Bachelor of Science degree

Michigan State University

Master

Business Administration degree

MSU's

Master

Business Administration degree

Michigan State University

high school equivalency diploma

honorary doctorate of engineering degree

Lawrence Technological University

Web References (199 Total References)


The Nominating Committee has nominated Larry ...

lea.client.shareholder.com [cached]

The Nominating Committee has nominated Larry W. McCurdy, Roy E. Parrott and Kenneth L. Way to stand for election to our Board.

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Kenneth L. Way:
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Mr. Way is our Chairman of the Board, a position he has held since 1988. Mr. Way also served as our Chief Executive Officer from 1988 to October 2000. Mr. Way has been with Lear for 35 years. Mr. Way also serves as a director of Comerica, Inc., CMS Energy Corporation, WESCO International, Inc. and the Henry Ford Health Systems.
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McCurdy, Parrott and Way, whose biographies are set out in the section entitled “Election of Directors.” The terms of directors Mr. Bing, Mr. Rossiter, Mr. Shower and Mr. Vandenberghe expire at the annual meeting in 2002 and the terms of directors Mrs. Elder, Mr. Spalding and Mr. Stern expire at the annual meeting in 2003.
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The Executive Committee, which held one meeting during 2000, consists of Mr. Way, Mr. Rossiter, Mr. Stern and Mr. Spalding, with Mr. Stern serving as Chairman.
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Kenneth L. Way(3)(4)
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Kenneth L. Way,
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Pursuant to deferral elections made under the Management Stock Purchase Plan relating to compensation earned in the year ending December 31, 2000, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins received restricted stock units of 32,843; 48,555; 30,457; 17,400 and 13,684, respectively.
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Under the Management Stock Purchase Plan, Mr. Way currently holds 40,303 restricted stock units with an aggregate value of $1,000,020, Mr. Rossiter currently holds 54,153 restricted stock units with an aggregate value of $1,343,683, Mr. Vandenberghe currently holds 39,957 restricted stock units with an aggregate value of $991,433, Mr. DelGrosso currently holds 25,062 restricted stock units with an aggregate value of $621,873, and Mr. Stebbins currently holds 17,014 restricted stock units with an aggregate value of $422,175.
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In connection with their voluntary deferral elections of year 2000 bonuses and year 2001 salaries under the Management Stock Purchase Plan, on January 10, 2001, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins received options to purchase 65,000, 81,250, 48,750, 32,500, and 32,500 shares of our common stock, respectively, with an exercise price equal to $27.25, and if our stockholders approve the proposed Amended and Restated Long-Term Stock Incentive Plan, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins will also receive options to purchase 65,000, 81,250, 48,750, 32,500 and 32,500 shares of our common stock, respectively, with an exercise price equal to the market price on the date of grant.
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In connection with their voluntary deferral elections of year 2000 bonuses and year 2001 salaries under the Management Stock Purchase Plan, on January 10, 2001, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins received options to purchase 65,000, 81,250, 48,750, 32,500, and 32,500 shares of our common stock, respectively, with an exercise price equal to $27.25, and if our stockholders approve the proposed Amended and Restated Long-Term Stock Incentive Plan, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins will also receive options to purchase 65,000, 81,250, 48,750, 32,500 and 32,500 shares of our common stock, respectively, with an exercise price equal to the market price on the date of grant.
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Mr. Way continues to serve as the Chairman of our Board.
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Kenneth L. Way
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Kenneth L. Way
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Kenneth L. Way
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Each of Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins participates in the Pension Equalization Plan.
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Indicates the covered compensation for Mr. Way who has the lowest covered compensation of all the named executive officers. The covered compensation for the other named executive officers will be a higher amount and their number of years at the 1.10% formula will be fewer than Mr. Way’s, resulting in a slightly lower payout amount for comparable compensation levels and years of service. Such differences are not expected to be material.
The pension plan, the Pension Equalization Plan and the Executive Supplemental Savings Plan grant credit for all years of pension service with Lear Siegler Diversified Holdings Corp. and with Lear Corporation, and offset the retirement benefit payable by the Lear Siegler Diversified Holdings Corp. Pension Plan against the benefit payable by the plans. At age 65, it is estimated that under the plans Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins will each have 30 years of credited service.
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For the year ended December 31, 2000, the matching contribution for each named executive officer was: Mr. Way, $8,500; Mr. Rossiter, $3,500; Mr. Vandenberghe, $8,500; Mr. DelGrosso, $6,563 and Mr. Stebbins, $2,316.
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As of March 16, 2001, Mr. Way’s salary is $1,000,000, Mr. Rossiter’s salary is $1,000,000, Mr. Vandenberghe’s salary is $765,000, Mr. DelGrosso’s salary is $480,000 and Mr. Stebbins’ salary is $440,000.
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In addition, each of Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins are eligible for an annual incentive compensation bonus at the discretion of the Compensation Committee.
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As of December 31, 2000 Mr. Way’s base salary was $1,000,000, Mr. Rossiter’s base salary was $1,000,000, Mr. Vandenberghe’s base salary was $765,000, Mr. DelGrosso’s base salary was $480,000 and Mr. Stebbins’ base salary was $440,000.
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For the year ended December 31, 2000, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins earned annual gross bonuses in the amount of $1,050,008, $924,002, $579,595, $285,602, and $260,397, respectively.
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Mr. Way elected to defer a portion of his 2000 annual cash bonus under the Management Stock Purchase Plan.
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In addition, on October 2, 2000, Mr. Way and Mr. Rossiter received stock options which vest and become exercisable on October 2, 2003 and have an exercise price of $20.25 per share.
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Pursuant to deferral elections made under the Management Stock Purchase Plan for compensation and annual incentive bonuses earned in the year ending December 31, 2000, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins received restricted stock units of 32,843; 48,555; 30,457; 17,400 and 13,684, respectively.
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Pursuant to each of their employment agreements, Mr. Way and Mr. Rossiter received salaries of $1,000,000 and $880,000, respectively, during the fiscal year ending December 31, 2000.
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Mr. Way and Mr. Rossiter were also eligible to participate in the Senior Executive Incentive Plan, the Long-Term Stock Incentive Plan, the stock option plans, the Executive Supplemental Savings Plan and the Estate Preservation Plan.
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The Compensation Committee awarded Mr. Way an annual bonus of $1,050,008 and Mr. Rossiter an annual bonus of $924,002, each for services performed in 2000, which were based upon the attainment of targeted earnings per share and targeted return on net assets pursuant to the Senior Executive Incentive Plan.
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In 2000, the Compensation Committee granted to Mr. Way and Mr. Rossiter the following compensation to provide substantial at-risk components and to align the interests of Mr. Way and Mr. Rossiter with those of our stockholders: (i) options to purchase 125,000 and 200,000 shares of common stock, respectively, and (ii) performance share awards, the ultimate value of which will be determined by our cumulative net income and relative return to our stockholders over a three year period.
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In 2000, the Compensation Committee granted to Mr. Way and Mr. Rossiter the following compensation to provide substantial at-risk components and to align the interests of Mr. Way and Mr. Rossiter with those of our stockholders: (i) options to purchase 125,000 and 200,000 shares of common stock, respectively, and (ii) performance share awards, the ultimate value of which will be determined by our cumulative net income and relative return to our stockholders over a three year period.
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Mr. Way and Mr. Rossiter were also granted 18,000 and 100,000 options, respectively, pursuant to the plan which have an exercise price of $20.25, first become exercisable in October 2003 and expire in October 2010.
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The following chart does not reflect 44,000, 41,000 and 11,000 options granted in 2000 to Mr. Way, Mr. Rossiter and Mr. Vandenberghe, respectively, under the 1996 Stock Option Plan.
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Kenneth L. Way, Chairman of the Board


Rossiter and Vandenberghe, whose ...

lea.client.shareholder.com [cached]

Rossiter and Vandenberghe, whose biographies are set out in the section entitled “Election of Directors.” The terms of directors Mrs. Elder, Mr. Spalding and Mr. Stern expire at the annual meeting in 2003 and the terms of directors Mr. McCurdy, Mr. Parrott and Mr. Way expire at the annual meeting in 2004.

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Kenneth L. Way:
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Mr. Way is our Chairman of the Board, a position he has held since 1988. Mr. Way also served as our Chief Executive Officer from 1988 to October 2000. Mr. Way has been with Lear for 36 years. Mr. Way also serves as a director of Comerica, Inc., CMS Energy Corporation, WESCO International, Inc. and the Henry Ford Health Systems.
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The Executive Committee, which held no meetings during 2001, consists of Mr. Way, Mr. Rossiter, Mr. Stern and Mr. Spalding, with Mr. Stern serving as Chairman.
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Kenneth L. Way(3)(4)
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Kenneth L. Way,
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Pursuant to deferral elections made under the Management Stock Purchase Plan relating to compensation earned in the year ending December 31, 2001, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins received restricted stock units of 2,793; 45,717; 20,100; 3,265 and 2,114, respectively.
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Under the Management Stock Purchase Plan, Mr. Way currently holds 36,371 restricted stock units with an aggregate value of $1,387,190, Mr. Rossiter currently holds 97,081 restricted stock units with an aggregate value of $3,702,669, Mr. Vandenberghe currently holds 56,162 restricted stock units with an aggregate value of $2,142,019, Mr. DelGrosso currently holds 23,973 restricted stock units with an aggregate value of $914,330, and Mr. Stebbins currently holds 18,072 restricted stock units with an aggregate value of $689,266.
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In connection with their voluntary deferral elections of year 2000 bonuses and year 2001 salaries under the Management Stock Purchase Plan, on January 10, 2001, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins received options to purchase 65,000, 81,250, 48,750, 32,500, and 32,500 shares of our common stock, respectively, with an exercise price equal to $27.25, and following our stockholders approval of the Amended and Restated Long-Term Stock Incentive Plan at our 2001 Annual Meeting, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins also received options to purchase 65,000, 81,250, 48,750, 32,500 and 32,500 shares of our common stock, respectively, with an exercise price equal to $35.93.
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In connection with their voluntary deferral elections of year 2000 bonuses and year 2001 salaries under the Management Stock Purchase Plan, on January 10, 2001, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins received options to purchase 65,000, 81,250, 48,750, 32,500, and 32,500 shares of our common stock, respectively, with an exercise price equal to $27.25, and following our stockholders approval of the Amended and Restated Long-Term Stock Incentive Plan at our 2001 Annual Meeting, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins also received options to purchase 65,000, 81,250, 48,750, 32,500 and 32,500 shares of our common stock, respectively, with an exercise price equal to $35.93.
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Kenneth L. Way
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Kenneth L. Way
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Kenneth L. Way(2)
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Mr. Way did not receive a performance share award for the 1/1/2001 to 12/31/2003 performance period.
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Each of Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins participates in the Pension Equalization Plan.
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Each of Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins participates in the Executive Supplemental Savings Plan.
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Indicates the covered compensation for Mr. Way who has the lowest covered compensation of all the named executive officers. The covered compensation for the other named executive officers will be a higher amount and their number of years at the 1.10% formula will be fewer than Mr. Way’s, resulting in a slightly lower payout amount for comparable compensation levels and years of service. Such differences are not expected to be material.
The pension plan, the Pension Equalization Plan and the Executive Supplemental Savings Plan grant credit for all years of pension service with Lear Siegler Diversified Holdings Corp. and with Lear Corporation, and offset the retirement benefit payable by the Lear Siegler Diversified Holdings Corp. Pension Plan against the benefit payable by the plans. At age 65, it is estimated that under the plans Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins will each have 30 years of credited service.
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For the year ended December 31, 2001, the matching contribution for each named executive officer was: Mr. Way, $8,500, Mr. Rossiter, $6,500, Mr. Vandenberghe, $8,500, Mr. DelGrosso, $6,562 and Mr. Stebbins, $2,763.
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As of March 15, 2002, Mr. Way’s salary is $1,000,000, Mr. Rossiter’s salary is $1,000,000, Mr. Vandenberghe’s salary is $825,000, Mr. DelGrosso’s salary is $575,000 and Mr. Stebbins’ salary is $575,000.
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In addition, each of Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins are eligible for an annual incentive compensation bonus at the discretion of the Compensation Committee.
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As of December 31, 2001 Mr. Way’s base salary was $1,000,000, Mr. Rossiter’s base salary was $1,000,000, Mr. Vandenberghe’s base salary was $825,000, Mr. DelGrosso’s base salary was $575,000 and Mr. Stebbins’ base salary was $575,000.
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For the year ended December 31, 2001, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins earned annual gross bonuses in the amount of $420,000, $420,000, $263,760, $148,852, and $140,453, respectively.
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Pursuant to elections made under the Management Stock Purchase Plan, Mr. Way and Mr. DelGrosso elected to defer $84,000 and $74,426 of their 2001 annual cash bonus, respectively.
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Pursuant to deferral elections made under the Management Stock Purchase Plan for compensation and annual incentive bonuses earned in the year ending December 31, 2001, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins received restricted stock units of 2,793, 45,717, 20,100, 3,265 and 2,114, respectively.


McCurdy, Parrott and Way expire ...

lea.client.shareholder.com [cached]

McCurdy, Parrott and Way expire at the annual meeting in 2004 and the terms of directors Messrs.

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Kenneth L. Way:
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Mr. Way has been a director since 1988. He served as our Chairman of the Board from 1988 to December 20, 2002. Mr. Way also served as our Chief Executive Officer from 1988 to October 2000. At the time of his retirement in December 2002, Mr. Way had been with Lear for 37 years. Mr. Way also serves as a director of Comerica, Inc., CMS Energy Corporation, WESCO International, Inc. and the Henry Ford Health Systems.
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In 2002, the Executive Committee, which held no meetings during the year, consisted of Mr. Way, Mr. Rossiter, Mr. Stern, Mr. Spalding and Mr. McCurdy, with Mr. Stern serving as Chairman.
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In December 2002, Mr. Way resigned from the Executive Committee.
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Kenneth L. Way(3)
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Consists of 436,138 restricted stock units owned by our executive officers in the aggregate, 55,514 phantom stock units issued to Mr. Way as a special recognition award, and 19,241 phantom stock units owned by our non-employee directors in the aggregate.
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Kenneth L. Way,
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Mr. Way did not make any deferral election under the Management Stock Purchase Plan relating to compensation earned in the year ending December 31, 2002.
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Mr. Way does not currently hold any restricted stock units under the Management Stock Purchase Plan. However, Mr. Way did receive a special recognition award in the amount of $1,500,000 in connection with his retirement which was issued in the form of 55,514.43 phantom stock units. For a description of Mr. Way’s special recognition award see “— Other Compensation Arrangements” beginning on page 15. For a description of the Management Stock Purchase Plan, see “Compensation Committee Report — Long-Term Incentives” beginning on page 17.
(3) On June 14, 2002, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso, Mr. Stebbins, and Mr. Wajsgras received options to purchase 75,000, 125,000, 75,000, 50,000, 50,000, and 35,000 shares of our common stock, respectively, with an exercise price equal to $41.83 per share.
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On December 20, 2002, Mr. Way resigned as Chairman of the Board, but continues to serves as a director on our Board.
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For a description of the terms of certain benefit arrangements received by Mr. Way upon retirement see “— Other Compensation Arrangements” beginning on page 15.
(5) Represents: a special recognition award of $1,500,000; life insurance premiums paid by Lear of $24,891; payments of $15,846 for expenses related to financial planning; and $143,619 for the use of corporate transportation. For a description of certain benefit arrangements received by Mr. Way upon retirement see “— Other Compensation Arrangements” beginning on page 15.
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Kenneth L. Way
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Kenneth L. Way
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Kenneth L. Way
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Each of Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso, Mr. Stebbins and Mr. Wajsgras participates in the Pension Equalization Plan.
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Each of Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso, Mr. Stebbins and Mr. Wajsgras participates in the Executive Supplemental Savings Plan.
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Indicates the covered compensation for Mr. Way who has the lowest covered compensation of all the named executive officers. The covered compensation for the other named executive officers will be a higher amount and their number of years at the 1.10% formula will be fewer than Mr. Way’s, resulting in a slightly lower payout amount for comparable compensation levels and years of service. Such differences are not expected to be material.
The pension plan, the Pension Equalization Plan and the Executive Supplemental Savings Plan grant credit for all years of pension service with Lear Siegler Diversified Holdings Corp. and with Lear Corporation, and offset the retirement benefit payable by the Lear Siegler Diversified Holdings Corp. Pension Plan against the benefit payable by the plans. At age 65, it is estimated that under the plans Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins will each have 30 years of credited service, and Mr. Wajsgras will have 25 years of credited service.
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Mr. Way retired as Chairman of the Board on December 20, 2002. For a description of certain benefit arrangements received by Mr. Way upon retirement see “— Other Compensation Arrangements” beginning on page 15.
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Mr. Way’s salary was $1,000,000 at the time of his retirement. The salaries of each of our named executive officers may be increased at the discretion of the Compensation Committee.
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Mr. Way retired from his executive position as the Chairman of our Board in December 2002. Mr. Way led Lear since it became an independent company in 1988, and he contributed significantly to our success. In recognition of Mr. Way’s contributions, our Compensation Committee approved a special recognition award in the amount of $1,500,000. The special recognition award was issued to Mr. Way in the form of 55,514.43 phantom stock units which will be paid in cash or shares of Lear common stock, at the discretion of Lear, on
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the earlier of January 1, 2006 or the date on which Mr. Way no longer serves as a director or has any other associations with Lear. A cash payment would be determined by the current trading price of our common stock at the time of payment multiplied by the number of phantom stock units. We have also agreed to provide Mr. Way with the following retirement provisions: (a) medical and dental coverage under COBRA until June 2004 (at which time Mr. Way will be covered by our retiree medical plan), (b) use of a company vehicle and gas card until June 2004, (c) dues for existing country club memberships until June 2004, and (d) financial counseling and tax preparation services through the end of 2004. Mr. Way also received a payment in the amount of $79,482.81 in March 2003 in connection with the payout of performance shares to our senior management under the Long-Term Stock Incentive Plan. In connection with his retirement, Mr. Way is also entitled to a pension under our Qualified and Non-Qualified plans as well as payments under our Executive Supplemental Savings Plan and Retirement Savings Plan based on the terms and conditions of such plans and the respective elections made by Mr. Way under such plans.
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At the time of his retirement, Mr. Way’s base salary was $1,000,000.
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For the year ended December 31, 2002, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso, Mr. Stebbins and Mr. Wajsgras earned annual gross bonuses under the Senior Executive Incentive Compensation Plan in the amount of $1,182,000, $1,300,200, $780,120, $559,479, $559,479, and $297,864, respectively.
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On June 14, 2002 Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso, Mr. Stebbins and Mr. Wajsgras received stock options to purchase 75,000, 125,000, 75,000, 50,000, 50,000 and 35,000 shares of our common stock, respectively, which, in each case, vest and become exercisable on June 14, 2005 and have an exercise price of $41.83 per share.
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Mr. Way did not defer any compensation or bonus earned in the year ending December 31, 2002 under the Management Stock Purchase Plan.
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Kenneth L. Way retired as our Chairman in December 2002 and his retirement arrangement is described in “Executive Compensation — Other Compensation Arrangements” beginning on page 15.
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David Way, a Sales Director in Lear’s DaimlerChrysler Division, is the son of Kenneth L. Way, a director of Lear.


CMS Energy - Directors

www.cmsenergy.com [cached]

Kenneth L. Way, 74, is the retired chairman of Lear Corporation (“Learâ€�), a Southfield, Michiganâ€'based supplier of automotive interior systems to the automotive industry. He is a director of Cooperâ€'Standard Holdings, Inc. During the past five years, he previously served as a director of Comerica Inc. and WESCO International, Inc. He has been a director of CMS and Consumers since 1998.

In his 38â€'year career with Lear and its predecessor companies, he held key positions in various engineering, manufacturing, and general management roles. Mr. Way served as chief executive officer of Lear from 1988 to 2000, and as Lear chairman from 1988 through 2002. His extensive background and knowledge in financial matters and investor relations coupled with the governmental, legal and governance expertise he gained over his career, qualify him to serve on the Boards.


CMS Energy - Directors

www.cmsenergy.com [cached]

Kenneth L. Way, 73, is the retired chairman of Lear Corporation, a Southfield, Michigan-based supplier of automotive interior systems to the automotive industry. He is a director of Cooper-Standard Holdings, Inc. During the past five years, he previously served as a director of Comerica Inc. and WESCO International, Inc. He has been a director of CMS Energy and Consumers Energy since 1998.

In his 38-year career with Lear and its predecessor companies, he held key positions in various engineering, manufacturing, and general management roles. Mr. Way served as chief executive officer of Lear from 1988 to 2000, and as Lear chairman from 1988 through 2002. His extensive background and knowledge in financial matters and investor relations coupled with the governmental, legal and governance expertise he gained over his career, qualify him to serve on the Boards. Â

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