The board of directors recommends that each nominee, Robert J. Skandalaris, Mark T. Behrman, Robert K. Burgess, Van E. Conway
, Fred L. Hubacker, Thomas L Saeli and Larry R. Wendling, be elected to serve until the 2008 annual meeting of stockholders.
...Van E. Conway
...Van E. Conway, age 54, joined our board of directors in 2002.Mr. Conway is the co-founder and managing partner of Conway, MacKenzie & Dunleavy ("CM,), a nationally recognized turnaround and crisis management consultant, providing supply chain management, financial and management consulting to original equipment manufacturers, Tier I and II auto suppliers, as well as other industries.Prior to establishing CM&D in 1987, Mr. Conway served as partner-in-charge of the Emerging Business Services Department at Deloitte & Touche, LLP.Mr. Conway is a certified public accountant and certified fraud examiner.
...Van E. Conway, Fred L. Hubacker and Larry R. Wendling, all of whom are independent directors, served on our audit committee.
...Mr. Conway served as chairman of the audit committee.
The audit committee assists the Board in monitoring (1) the integrity of our financial statements, (2) the independent auditor's qualifications and independence, (3) the performance of our internal control function and independent auditors and (4) our compliance with legal and regulatory requirements.The audit committee met five times during the year ended December 31, 2006.The members of the audit committee are independent as defined by Rule 4200(1)(15) of the National Association of Securities Dealers'
listing standards.The board of directors has determined that Van E. Conway
is an "audit committee financial expert," as defined by Item 401(h) of Regulation S-K.
Executive Committee Van E. Conway, Thomas L. Saeli, Robert J. Skandalaris and Larry R. Wendling served on our executive committee for the year ended December 31, 2006.
Each of Van Conway
, Larry Wendling, Mr. Burgess, Mr. Harbour and Mr. Landron will satisfy NASDAQ requirements for independent directors.
...Van E. Conway
Skandalaris, Burgess, Conway