Michael R. Phillips
Michael R. Phillips appointment was approved by the board of directors effective on March 18, 2011to fill a vacancy on the board of directors and appointed Secretary to serve effective as of July 14, 2011.
Mr. Phillips is a Managing Director with H.I.G. Capital, a private equity firm headquartered in Miami with offices in Atlanta, Boston, New York, San Francisco, London, Paris and Hamburg.
Mr. Phillips has more than fourteen years of experience in investing in and advising middle market companies. Prior to H.I.G. Capital, Mr. Phillips was a management consultant with Bain & Company and an investment banker with Lehman Brothers. He sits on the boards of several portfolio companies of H.I.G. Mr.
Phillips earned his Bachelor of Science in Engineering degree from Princeton University and an M.B.A. from the Wharton School at the University of Pennsylvania.
Mr. Phillips experience in investment banking, financial consulting and risk management gives him a valuable perspective and insight into the issues facing our company today and is applicable to our business needs.
Pursuant to the Series E Designation, which was filed with the Delaware
Secretary of State on March 17, 2011 as an amendment to the Company's Certificate of Incorporation, H.I.G.
has the right to designate four out of seven directors, representing the majority of the Board of Directors.
As of the date of this report, Michael Phillips
is the only H.I.G. affiliate serving on the Board.
On March 16, 2011, Michael R. Phillips
was added to the board of directors.
Three additional directors are being added as of April 11, 2011 as the result of the Series E designation provided to H.I.G.
in connections with the Recapitalization Transactions.
The H.I.G. designees are current sitting director Michael R. Phillips and newly designated Todd J. Ofenloch, Bobby J. Sheth and Jackson S. Craig, who are also affiliated with H.I.G. and considered not independent under listing standards and will join the board of directors concurrently with the election of the remaining members of the board of directors at the annual meeting of stockholders.
The board of directors has determined that, Jerry Burkett, Edward Carda, and Vernon Richardson are independent under the NASDAQ Stock Market's ("NASDAQ") corporate governance listing standards, and that Joe Brooks, chairman and CEO, Stephen Brooks, chief operating officer, Timothy Morrison, president and Michael R. Phillips, an affiliate of H.I.G., are not independent under such listing standards.
On March 16, Michael R. Phillips
was added to the compensation committee as committee chair.
On June 2, 2009, the duties of the corporate governance committee were assumed by the full board of directors.
From January 1, 2010 to July 15, 2010 the duties of the corporate governance and nominating committee continued to be assumed by the full board of directors.