AMERICAN CAPITAL
STRATEGIES, LTD. 2 BETHESDA
METRO CENTER, 14th FLOOR
BETHESDA, MARYLAND 20814
www.americancapital.com
(301) 951-6122
Number Number Last
Public or
of of Female Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private
Directors Directors Source
Mr. Harper has served as Chairman
From January 1, 2007,
of US Investigations Services, Inc., a
through June 30, 2007, non-
private investigations company, since
employee directors were
1996. From 1996 to 2005, he was
paid a retainer for service on
also the Chief Executive Officer and
the Board of Directors at the
President of US Investigations
rate of $75,000 per year,
Services, Inc. From 1991 to 1994, Mr.
with the lead director and
64/ Director since 1997/ Harper served as President of Wells
Public 7 1 Philip R. Harper members chairing a 2008 Proxy
Expires 2009 Fargo Alarm Services. From 1988 to
committee receiving an
1991, Mr. Harper served as President
additional retainer at the rate
of Burns International Security
of $10,000 per year. In
Services—Western Business Unit.
addition, from January 1,
Mr. Harper served in the U.S. Army
2007, through June 30,
from 1961 to 1982, where he
2007, non-employee
commanded airborne infantry and
directors received a fee of
intelligence units.
$2,500 for attending Board
or committee meetings and
certain other meetings, with
approval of the Chairman.
As of July 1, 2007, the
annual retainer was
increased to $100,000 and
the per meeting fee was
increased to $3,000. In
addition, non-employee
directors received a fee from
us for each American
Capital portfolio company
board of directors on which
they served, in lieu of any
payment by the portfolio
company. For such
of $10,000 per year. In
addition, from January 1,
2007, through June 30,
2007, non-employee
directors received a fee of
$2,500 for attending Board
or committee meetings and
Mr. Peterson has been Chief
certain other meetings, with
Executive Officer of Columbia
approval of the Chairman.
Ventures Corporation, a firm holding
As of July 1, 2007, the
interests in businesses in the
annual retainer was
international aluminum smelting,
increased to $100,000 and
Kenneth D. 55/ Director since 2001/ aluminum fabrication and finishing
the per meeting fee was
Peterson, Jr. Expires 2009 and other industries, since 1988. He
increased to $3,000. In
is a member of the Board of Directors
addition, non-employee
of International Aluminum
directors received a fee from
Corporation, Washington Institute
us for each American
Foundation and Cogent
Capital portfolio company
Communications Group, Inc.
board of directors on which
Mr. Wilkus founded the Company in they served, in lieu of any
1986 and has served as the payment by the portfolio
Company‘s Chief Executive Officer company. For such
and Chairman of the Board of companies that are not
Directors of the Company since that public, that fee is set at the
56/ Director since 1986/ time, except for the period from 1997 rate of $30,000 per year. For
Malon Wilkus
Expires 2009 to 1998 during which he served as such companies that are
Chief Executive Officer and Vice public that fee is based on
Chairman of the Board of Directors. the fee payable by the
From 1986 to 1999, he served and company to its other
since 2001 he has served as directors.
President.
Mr. Hahl is a general business
consultant. He was President of The
Weitling Group, a business
consulting firm, from 1996 to 2001.
From 1995 to 1996, Mr. Hahl served
59/ Director since 1997/
Neil M. Hahl as Senior Vice President of the
Expires 2009
American Financial Group. From
1982 to 1995, Mr. Hahl served as
Senior Vice President and Chief
Financial Officer of Penn Central
Corporation.
Mr. Lundine has served as Of
Counsel of the law firm of Sotir and
Goldman and as Executive Director
of the Chautauqua County Health
Network since 1995. From 1987 to
1994, he was the Lieutenant
69/ Director since 1997/ Governor of the State of New York.
Stan Lundine
Expires 2009 From 1976 to 1986, Mr. Lundine
served as a member of the U.S.
House of Representatives. Mr.
Lundine is a Director of US
Investigations Services, Inc., National
Forge Company and John G. Ullman
and Associates, Inc.
Ms. Baskin has been Managing
Director of the Ansley Consulting
Group, a retained executive search
firm, since 1999. From 1997 to 1999,
Ms. Baskin served as Partner of
Quayle Partners, a start-up
consulting firm that she helped found.
57/ Director since 2000/ From 1996 to 1997, Ms. Baskin
Mary C. Baskin
Expires 2009 served as Vice President and Senior
Relationship Manager for Harris Trust
and Savings Bank. From 1990 to
1996, Ms. Baskin served as Director,
Real Estate Division and Account
Officer, Special Accounts
Management Unit, for the Bank of
Montreal.
Mr. Koskinen has been President of
the United States Soccer Foundation
and a member of the Board of
Directors of AES Corporation since
2004. Mr. Koskinen was also the
Chairman of the Board of Trustees of
68/ Director since 2007/
John A. Koskinen Duke University and President of The
Expires 2009
Palmieri Company, a company which
restructured large, troubled operating
companies. From 2000 to 2003, Mr.
Koskinen served as Deputy Mayor
and City Administrator of the District
of Columbia.
Dr. Puryear is the Lawrence N. Field
Professor of Entrepreneurship and
Professor of Management at Baruch
College of the City University of New
71/ Director since 1998/ York and has been on the faculty
Alvin N. Puryear
Expires 2009 there since 1970. He is a Director of
the North Fork Bank and North Fork
Bancorporation. He is also a member
of the Board of Directors of the Bank
of Tokyo- Mitsubishi Trust Company.
Members of the Executive Committee are Messrs. Harper, Puryear and Wilkus. Mr. Wilkus serves as Chairman.
The Audit and Compliance Committee is currently composed of Ms. Baskin and Messrs. Hahl, and Koskinen. Mr. Hahl serves as Chairman.
Compensation and Corporate Governance Committee: Messrs. Harper, Lundine and Puryear. Mr. Harper serves as Chairman.
The Adams Express Company
Seven St. Paul Street
Baltimore, Maryland 21202
http://www.adamsexpress.com/ (410)
752-5900
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
Professor of Finance and Economics,
formerly, Vice Dean of Academic Affairs During 2007, each director
67/ Board member since of the Graduate School of Business, who is not an interested
Public 10 2 Enrique R. Arzac 1983/ Until successor Columbia University. Director of Petroleum & person, except for Mr. 2008 Proxy
elected Resources Corporation* and Credit Suisse Emerson, received an annual
Asset Management Funds (8 funds) retainer fee of $10,000 and a
(investment companies). fee of $1,000 for each Board
meeting attended. Mr.
President & CEO of International Trade Emerson, who is the Lead
Solutions, Inc. (consultants). Director for the Board,
Formerly, President of Columbia College, received an annual retainer
65/ Board member since Columbia, South Carolina, and Vice fee of $13,000 and a fee of
Phyllis O.
2003/ Until successor President of Warnaco Inc. (apparel). Director $1,000 for each Board
Bonanno
elected of Borg-Warner Inc. (industrial), Mohawk meeting attended. All
Industries, Inc. (carpets and flooring), and members of each Committee,
Petroleum & Resources Corporation. Also on except executive officers
Board of Advisors for APTE, Inc. (software). and/or interested persons,
receive an additional annual
51/ Board member since Senior Vice President and Chief Financial retainer fee of $1,500 for
Kenneth J. Dale 2008/ Until successor Officer of The Associated Press. Director of each committee membership
elected Petroleum & Resources Corporation. and a fee of $500 for each
committee meeting attended;
the Chairperson of each
committee, except for the
Executive Committee,
receives an additional fee of
$500 for each committee
meeting attended. The total
amount of fees paid to the
independent directors in 2007
was $234,250. In addition,
following each annual
meeting of stockholders, each
non-employee director who is
except executive officers
and/or interested persons,
receive an additional annual
retainer fee of $1,500 for
each committee membership
and a fee of $500 for each
Retired Executive Vice President of NYNEX committee meeting attended;
Corporation (communications), the Chairperson of each
retired Chairman of the Board of both committee, except for the
NYNEX Information Resources Co. and Executive Committee,
84/ Board member since receives an additional fee of
NYNEX Mobile Communications Co.
Daniel E. Emerson 1982/ Until successor $500 for each committee
Previously, Executive Vice President and
elected meeting attended. The total
Director of New York Telephone
Company. Presently, Chairman, The amount of fees paid to the
National YMCA Fund, Inc., and Director of independent directors in 2007
Petroleum & Resources Corporation. was $234,250. In addition,
following each annual
Private Investor, formerly Managing Director meeting of stockholders, each
and head of the Mergers and Acquisitions non-employee director who is
56/Board member since elected or re-elected at that
Frederic A. Research and Financial Advisory Services
2006/ Until successor annual meeting receives 750
Escherich Departments with J. P. Morgan.
elected restricted stock units.
Director of Petroleum & Resources
Corporation.
President & CEO of GF Energy, LLC
(consultants to electric power companies).
Formerly, member of management group,
62/Board member since
PA Consulting Group (energy consultants).
Roger W. Gale 2005/Until successor
Director of Petroleum & Resources
elected
Corporation, Ormat Technologies, Inc.
(geothermal and renewable energy), and
U.S. Energy Association.
Financial Advisor. Formerly, Chairman of the
Board and Chief Executive Officer of Greiner
Engineering Inc. (formerly Systems Planning
Corp.) (consultants). Formerly, Treasurer
87/ Board member since
Thomas H. and Chief Investment Officer of the Ford
1968/ Until successor
Lenagh Foundation (charitable foundation). Director
elected
of Cornerstone Funds, Inc. (2 funds)
(investment companies), Petroleum &
Resources Corporation (1), and Photonics
Product Group (crystals).
Principal & Director of Pelham Associates,
Inc. (executive education)
and Adjunct Associate Professor, Columbia
57/ Board member since Executive Education, Graduate School of
Kathleen T.
2003/ Until successor Business, Columbia University. Formerly,
McGahran
elected Associate Dean and Director of Executive
Education and Associate Professor,
Columbia University. Director of Petroleum &
Resources Corporation.
Chairman of the Board and Chief Executive
61/ Board member since Officer of the Company since April 1, 1991.
Douglas G. Ober 1989/ Until successor Chairman of the Board, President and Chief
elected Executive Officer and Director of Petroleum
& Resources Corporation (1).
President, Williston Consulting LLC
(consultants to pharmaceutical and
biotechnology industries). Formerly,
Chairman, President & CEO of Guilford
62/Board member since
Pharmaceuticals
Craig R. Smith 2005/Until successor
(pharmaceutical and biotechnology). Director
elected
of Petroleum & Resources Corporation,
LaJolla
Pharmaceutical Company, and Depomed,
Inc. (specialty pharmaceuticals).
Messrs. Escherich, Lenagh, and Smith and Ms. McGahran are the members of the Audit committee
Messrs. Emerson, Escherich, Gale, and Lenagh constitute the membership of the Board‘s standing Compensation
Messrs. Arzac, Emerson, Gale, Ober, and Ms. Bonanno constitute the membership of the Board‘s standing Executive Committee
Messrs. Arzac, Emerson, Gale, and Ms. Bonanno constitute the membership of the Nominating and Governance Committee
Argan, Inc.
One Church Street, Suite 401
Rockville, MD 20850
301-315-0027
www.arganinc.com
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
Mr. Bosselmann was a Director
and Vice Chairman of the Board
from January 2003 to May 2003.
Mr. Bosselmann was Chairman of
the Board, Chief Executive Officer
and a Director of Arguss Effective February 1,
Communications, Inc. (―Arguss‖), a 2008, each non-
telecommunications infrastructure employee director of the
company listed on the New York Company receives an
Stock Exchange, from 1996 annual fee of $20,000,
through 2002 and President of plus $300 for each
Rainer H. 65/ Director since 2003/ formal meeting
Public 7 0 Arguss from 1997 through 2002. 2008 Proxy
Bosselmann Until successor elected attended. Members of
Since 1996, Mr. Bosselmann has
served as a principal with Holding the Audit Committee
Capital Group, Inc., a firm engaged receive an additional
in mid-market acquisitions and annual fee of $5,000.
investments. From 1991 through Directors are also
1995, Mr. Bosselmann served as reimbursed for
Vice Chairman of the Board and reasonable expenses
President of Jupiter National, Inc. actually incurred in
("Jupiter National"), a business connection with
development company listed on the attending each formal
American Stock Exchange. meeting of the Board of
Directors or any
committee thereof.
Directors are also
eligible for the award of
options to purchase
shares of our common
stock.
reasonable expenses
actually incurred in
connection with
attending each formal
meeting of the Board of
Directors or any
committee thereof.
Mr. Crumpton has been Chairman
Directors are also
of the Crumpton Group since
eligible for the award of
February 2007. He was
options to purchase
Ambassador-at-Large for
shares of our common
Counterterrorism at the United
Henry A. 51/ Director since 2008/ stock.
States Department of State from
Crumpton Until successor elected
August 2005 to February 2007. Mr.
Crumpton was Chief of the National
Resources Division at the Central
Intelligence Agency from 2003 to
August 2005.
Mr. Jordan has been Chairman of
Afton Holdings, LLC, a private
equity firm, since 2000. Mr. Jordan
was a co-founder of Perot Systems
DeSoto S. 63/ Director since 2003/
Corporation and served as an
Jordan Until successor elected
officer from 1988 to 1999 and as a
Director since February 2004. Mr.
Jordan was a Director of Arguss
from 1999 through 2002.
Mr. Leimkuhler has been General
Counsel and Director of Business
Development of Paice Corporation,
a privately held developer of hybrid
electric powertrains, since 1999.
From 1994 through 1999, he held
various positions with Allen &
Company LLC, a New York
investment banking firm, initially
serving as the firm‘s General
William F. 56/ Director since 2007/ Counsel. Prior to that, Mr.
Leimkuhler Until successor elected Leimkuhler was a corporate partner
with the New York law firm of
Werbel & Carnelutti (now Heller
Ehrman White & McAuliffe). Mr.
Leimkuhler is a Director of
Speedus Corp. (NASDAQ: SPDE),
Integral Systems, Inc. (NASDAQ:
ISYS) and U.S. Neurosurgical, Inc.
(OTCBB: USNU), and also serves
on the Board of a number of
privately held companies.
In 1997, Mr. Levinson founded
Main Street Resources, a niche
sponsor of private equity
transactions, and has been its
managing partner. Since 1998, Mr.
Daniel A. 47/ Director since 2003/
Levinson has been President of
Levinson Until successor elected
MSR Advisors, Inc. From 1988 to
1997, Mr. Levinson was one of the
principals of Holding Capital Group.
Mr. Levinson was also a Director of
Arguss from 2000 through 2002.
Since January 2003, Mr. Mitchell
has been Chairman of the Board
and Chief Executive Officer of
Network Solutions, Inc. which is
engaged in the creation, marketing
and management of digital identity
and web presence products. From
August 2001 to 2003, Mr. Mitchell
was Executive Vice President and
General Manager, Mass Markets
Division, of VeriSign Inc. which is a
W.G. Champion 61/ Director since 2003/
provider of critical Internet
Mitchell Until successor elected
infrastructure services. From May
1999 to March 2000, Mr. Mitchell
was Chairman, President and Chief
Executive Officer of Convergence
Equipment Company, a telephony
switch manufacturer. From
February 1997 until May 1999, Mr.
Mitchell was Chairman and Chief
Executive Officer of Global
Exchange Carrier Co., an Internet
telephone networking company.
Mr. Quinn is currently a Managing
Director of Allen & Company LLC,
an investment banking firm. Since
1982, Mr. Quinn has served in
various capacities at Allen &
James W. 50/ Director since 2003/
Company LLC and its affiliates,
Quinn Until successor elected
including head of the Corporate
Syndicate Department and Chief
Financial Officer. Mr. Quinn served
as a Director of Arguss from 1999
through 2002.
Audit Committee: DeSoto S. Jordan, William F. Leimkuhler (Chairman), W.G. Champion Mitchell
Compensation Committee: DeSoto S. Jordan (Chairman), William F. Leimkuhler, James W. Quinn
Nominating Committee: DeSoto S. Jordan, W.G. Champion Mitchell, James W. Quinn (Chairman)
Annapolis Bancorp, Inc.1000
Bestgate Road, Suite 400
Annapolis, Maryland 21401
(410) 224-4455
www.bankannapolis.com
Number Number Last
Public or
of of Female Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private
Directors Directors Source
Mr. Bennett is President and owner of
Skip Bennett Marine LTD, a company
he founded in 1973. A resident of
Annapolis, Mr. Bennett has been
active in the marine trades in Anne The Company pays no
Arundel County for 30 years. He board or committee fees.
Walter L. Bennett, 51/ Director since 2005/ currently owns and operates Hartley Directors of the Bank
Public 11 1 2008 Proxy
IV Expires 2009 Marine, Inc. and South River Marina received fees for each board
in Edgewater, Maryland. Mr. Bennett and committee meeting
is a current member and past attended in 2005 in the
president of the Washington Area amount of $400 per Board of
Marine Dealers Association and a Directors meeting, $325 per
current member of the Marine Trades Audit Committee meeting
Association of Maryland. and $250 per other
committee meeting. Each
director also received an
annual retainer of $5,000
paid in quarterly
installments. Mr. R. Lerner
received no fees for
attendance at board or
committee meetings as he is
a full-time employee of the
Bank.
and committee meeting
attended in 2005 in the
amount of $400 per Board of
Directors meeting, $325 per
Audit Committee meeting
and $250 per other
committee meeting. Each
Mr. Heim is a Certified Public director also received an
Accountant who has been in practice annual retainer of $5,000
since December 1975 and is past paid in quarterly
President of the Maryland Association installments. Mr. R. Lerner
of CPAs. Mr. Heim is also currently a received no fees for
member of the American Institute of attendance at board or
54/ Director since 2000/
F. Carter Heim CPAs and the Annapolis and Anne committee meetings as he is
Expires 2009
Arundel Chamber of Commerce. Mr. a full-time employee of the
Heim is President of HeimLantz Bank.
Business and Tax Services, Inc. Prior
to establishing his own firm, Mr. Heim
was Executive Vice President of
Hammond-Heim, Chartered.
Mr. Baldwin is President and CEO of
Reliable Contracting Company, Inc.
an Anne Arundel county based site
work and road and highway
construction company. Mr. Baldwin
was recently recognized with the
2007 Ernst and Young Entrepreneur
of the Year® Award in the
44/ Director since 2008/
Joseph G. Baldwin Construction and Contracting
Expires 2011
Services category. Mr. Baldwin has
previously served on the Boards of
the Community Bank of Maryland
located in Bowie, Maryland and F&M
Bank of Maryland headquartered in
Bethesda, Maryland. Mr. Baldwin has
been a Director of the Bank since
January 2008.
Mr. Culp currently serves in a
consulting capacity to the restaurant
industry and is involved in several
businesses through his company,
Culp Enterprises, LLC. Mr. Culp has
an extensive background in hotel and
restaurant management dating back
to the 1970s. Mr. Culp founded
Davco Food, Inc., which grew to be
the largest Wendy‘s restaurant
65/ Director since 2004/
Clyde E. Culp, III franchise in the world, and served as
Expires 2009
its Chairman and CEO until it was
sold in 1987. During his career, Mr.
Culp served as Chief Operating
Officer of Holiday Inns, President and
CEO of Embassy Suites Hotels and
Long John Silvers, and most recently
as Chairman of Captains D‘s
restaurant chain. Mr. Culp is a
resident of Annapolis and serves on
the boards of several non-restaurant
companies.
Ms. Ehrlich, an attorney, is the former
First Lady of the State of Maryland. A
resident of Annapolis, Ms. Ehrlich
worked in various capacities at
Comcast Cable between 1997 and
2007. Prior to joining Comcast, Ms.
Ehrlich worked for five years as a
46/ Director since 2007/
Kendel S. Ehrlich prosecutor with Harford County,
Expires 2009
Maryland and for five years as a
public defender with Anne Arundel
County, Maryland. Ms. Ehrlich has
served on various charitable boards
including GMBC Hospital, Cystic
Fibrosis of Maryland and the
Maryland Woman‘s Heritage Center.
Mr. Klos became Vice-Chairman of
the Bank in 2003 and has served as
a Director of the Company and Bank
since 1997. Mr. Klos has practiced
law in Anne Arundel and Prince
George‘s Counties since 1977. He is
currently an attorney with the firm of
O‘Malley, Miles, Nylen & Gilmore,
P.A. He is a member of the Maryland,
56/ Director since 1997/
Stanley J. Klos, Jr. District of Columbia, Anne Arundel
Expires 2009
County, and Prince George‘s County
Bar Associations. Mr. Klos, a resident
of Arnold, is active in community
affairs and serves on the boards of
directors of the 21st Century
Education Foundation, the Anne
Arundel County branch of the YMCA
of Central Maryland, and Hospice of
the Chesapeake.
Mr. Lerner has served as Chief
Executive Officer of the Company
since 1999 and became Chairman in
2001. He has also served as
Chairman of the Bank since 1999. In
2002, Mr. Lerner was appointed
President and Chief Executive Officer
of the Bank, a position he held on an
interim basis in 1999. From 1984 to
1999, Mr. Lerner was President of
White Flint Builders, Inc., an upscale
residential development and
48/ Director since 1999/ construction company located in
Richard M. Lerner
Expires 2009 Bethesda, Maryland. Mr. Lerner
earned a Masters in Business
Administration from the A. B.
Freeman School of Business at
Tulane University in 1983. A resident
of Annapolis, Mr. Lerner has been a
Director of the Company and the
Bank since their inception. Mr. Lerner
is a current board member of the
Hospice of the Chesapeake
Foundation. He is the son of
Lawrence E. Lerner, also a Director
of the Company and Bank.
Mr. Lerner has been active in real
estate development in the
Washington, D.C. metropolitan area
for over 40 years. He has been
involved in the development and
construction of two regional shopping
centers, several other commercial
developments, and more than 2,800
75/ Director since their
Lawrence E. Lerner apartment units. Mr. Lerner manages
inception/ Expires 2010
his real estate investments,
comprised of various partnership
interests in entities which own real
estate. He has been a Director of the
Company and the Bank since their
inception. Mr. Lerner is the father of
Richard M. Lerner, a Director of the
Company and the Bank.
Mr. Schwartz is a certified public
accountant who has operated CPA
firms since 1984 and currently is
managing partner of Schwartz
Weissman Myerson P.C., an
accounting and business consulting
firm. Mr. Schwartz has served since
Lawrence W. 53/ Director since its
1997 as an adjunct professor of
Schwartz inception/ Expires 2010
accountancy at The George
Washington University and most
recently at George Mason University.
Mr. Schwartz has been a Director of
the Company since 1997 and a
Director of the Bank since its
inception.
Mr. Sfakiyanudis presently serves as
President and Principal of Sigma
Engineering, Inc. an Annapolisbased
civil engineering firm. Mr.
Sfakiyanudis has been with Sigma
39/ Director since 2000/
Ermis Sfakiyanudis since 1993. Mr. Sfakiyanudis is
Expires 2010
Chairman of the Board of Directors of
the Anne Arundel Economic
Development Corporation, and is also
a member of numerous professional
associations.
Dr. Solomon is a neurosurgeon
affiliated with the Anne Arundel
Medical Center, where he served
from 1999 to 2004 as Chairman of
Surgery. Dr. Solomon is also Director
of the Maryland Neurological Institute
in Annapolis and assistant professor
46/ Director since 2004/
Clifford T. Solomon of neurosurgery at Johns Hopkins
Expires 2010
Hospital and University of Maryland
Hospital. A resident of Severna Park,
Dr. Solomon is a member of
numerous professional societies and
in 2003 created a foundation to
provide surgery to critical patients
who could not otherwise afford it.
Messrs. Heim (Chairman), Bennett and Schwartz currently serve as members of the Audit Committee.
The Compensation Committee consists of Messrs. Klos (Chairman); Sfakiyanudis and Ms. Ehrlich.
The members of the Board of Directors who participate in the consideration of director nominees are Walter L. Bennett, IV, Clyde E. Culp, III, Kendel S. Ehrlich,
F. Carter Heim, Stanley J. Klos, Jr., Lawrence W. Schwartz, Ermis Sfakiyanudis and Clifford T. Solomon.
American Community
Properties Trust 222
Smallwood Village Center St.
Charles, MD 20602 301-
843-8600
http://www.acptrust.com/
Number Number of
Public or Last Updated/
of Female Names of Directors Age/Term/Expiration Background Information Board Compensation
Private Source
Directors Directors
Mr. Wilson has been a trustee of
the Company since March 1997
and has served as Chairman and
Chief Executive Officer of the
Company since July 1998. Mr.
Wilson was a Director of
Interstate General Management The Company pays its
Corporation (―IGMC‖), the Trustees who are not
managing general partner of employees of the
Interstate General Company L.P. Company or any of its
(―IGC‖), the predecessor to the affiliates fees for services
Company, from 1996 to 1998 and as trustees. Trustees
from January 1997 to November receive fees of $6,500 per
1998 was Vice Chairman, quarter plus $1,400 per
Secretary, and Chief Financial Board meeting and an
42/ Director since 1997/ Officer of IGC. He has been additional $500 fee for
Public 9 0 J. Michael Wilson 2008 Proxy
Expires 2010 President and Chief Operating each telephonic meeting.
Officer of Interstate Business The Chairman of the Audit
Corporation ("IBC"), a general Committee receives an
partner of IGC, since 1994 and a additional $1,400 per
Director of IBC since 1991. He meeting. The Trustees are
served as Vice President of IBC also reimbursed for all
from 1991 to 1994. He has been reasonable expenses
a director of Wilson Securities incurred by them in
Corporation since 1991, and attending Board and
President since March 1996. He committee meetings.
was Vice President of Wilson
Securities Corporation from 1991
to 1996. He has been Vice
President of Interstate Waste
Technologies, a subsidiary of
IGC, since 1994 and in July 2006
was appointed to their Board of
He is a registered professional
engineer specializing in real
estate evaluation and land
development. Prior to his
retirement in 1997, he was a
partner in Whitman, Requardt
and Associates, LLP ("Whitman
Requardt"), an engineering and
architectural firm from 1976
through 1997 and its managing
78/ Director since 1998/
Thomas J. Shafer partner from 1989 through 1997.
Expires 2010
He was a director of IGMC from
January 1998 to June 2000. He is
a member of the Urban Land
Institute, the American Society of
Professional Engineers and
numerous other technical
organizations. Whitman Requardt
has provided engineering
services to the Company for over
thirty years.
Prior to his retirement in 2000, he
was a Senior Audit Partner in the
San Juan Office of
PricewaterhouseCoopers, a
65/ Director since 2001/
Antonio Ginorio globally-recognized public
Expires 2009
accounting firm, for 36 years. He
has extensive audit experience in
banking, manufacturing, retail
and real estate.
Mr. Kelly has been a trustee of
the Company since March 1997
and has served as President and
Chief Operating Officer of the
Company since July 1998. Mr.
Kelly was President and Chief
Operating Officer of IGC and
IGMC from 1997 to 1998. Prior to
66/ Director since 1997/
Edwin L. Kelly that, he served as Senior Vice
Expires 2009
President and Treasurer of IGC
and Senior Vice President of
IGMC since their formation in
1986. He has served in various
executive positions with IGC and
its predecessor companies since
1974, including as a Director of
IGMC from 1986 to 1998.
Thomas E. Green is the founder
and has served since April 2008
as Principal and CEO of
Providence One Partners. Prior to
forming Providence One
Partners, Mr. Green was the
Florida Market Officer of Colonial
Properties Trust, a NYSE-listed
real estate investment trust, from
September 1999 to April 2008.
Mr. Green is a member of the
National Association of Industrial
46/ Director since 2008/ and Office Properties‘ National
Thomas E. Green
Expires 2009 Mixed-Use Forum. Mr. Green has
served on the Executive
Committee of both the Economic
Development Commission of Mid-
Florida and the Seminole
Community College Foundation
since 2005. He has served on the
Board of Directors of the Young
President‘s Organization Orlando
Chapter since 2006 and the
Chairman of the Seminole County
Regional Chamber of Commerce
from July 2004 to June 2005.
Michael E. Williamson is the
President and Chief Operating
Officer of Tropical, Inc.
40/ Director since 2008/ Canada/USA (―Tropical‖), a
Michael E. Williamson
Expires 2010 position he has held since
January 1993. Tropical is a snack
food manufacturing and
distribution company.
Ross B. Levin is the sole analyst
for Arbiter Partners LP, a $400
million investment partnership
managed by Paul J. Isaac. Mr.
Levin has served Arbiter Partners
LP since June 2005. Mr. Levin
was an Equity Analyst for
Burkenroad Reports from August
2004 through April 2005 where
24/ Director since 2008/
Ross B. Levin he worked on a team responsible
Expires 2011
for publishing an investment
research report for a publicly
traded sporting goods retailer.
Prior to that, Mr. Levin was an
Agent for Hogan Group, Inc. from
May 2004 to March 2005 where
he conducted land acquisition
prospecting and research for
regional and national builders.
Since February 1997, Mr. Von
der Porten has been the
managing member of Leeward
Investments, LLC, an investment
management firm in San Carlos,
California. He has more than 20
years of experience in financial
services and investing, with much
50/ Director since 2008/
Eric P. Von der Porten of that experience focused on
Expires 2011
small capitalization stocks and
real estate investments. He has
served as a director of Dynex
Capital, Inc. since May 2002. He
earned an A.B. from the
University of Chicago and an
M.B.A. from the Stanford
Graduate School of Business.
Donald J. Halldin is the co-
founder of Meridian Capital
Partners, a New York-based
investment firm, and has served
as its Vice Chairman since
January 2007 and President from
July 1994 to January 2007. Mr.
Halldin is also co-founder and
Vice Chairman of Sage
49/ Director since 2008/ Administrators LLC, CWS
Donald J. Halldin
Expires 2011 Securities LLC, Meridian
Diversified Fund Management
LLC, Meridian Equipment Corp.
Inc and Meridian Fund
Management LLC. Mr. Halldin
has also been a member of The
Managed Fund YogaPulse
Wellness LLC since 2007 and is
also a member of The Managed
Fund Association.
The members of the Audit Committee are Mr. Ginorio(Chairman), Condit and Scott.
The members of the Compensation Committee are Messrs. Shafer (Chairman), Condit, Ginorio and Scott.
The members of the Nominating and Corporate Governance Committee are Messrs. Scott (Chairman), Condit, Ginorio, and Shafer.
Avalon Pharmaceuticals, Inc.
20538 Seneca Meadows Parkway
Germantown, Maryland 20876
www.avalonrx.com (301)
556-9900
Public Number Number Last
Names of
or of of Female Age/Term/Expiration Background Information Board Compensation Updated/
Directors
Private Directors Directors Source
Each non-employee director received
Prior to joining Avalon, he was a an annual fee of $20,000 during 2006
Senior Scientist at Human Genome (which was increased to $30,000
Sciences, Inc., where he directed the annually effective January 1, 2007) for
company‘s gene mapping initiative service on our Board of Directors (pro
from 1993 to 1999. Dr. Carter was a rated for directors serving less than the
member of a team of scientists that full year). The Chairman of our Board
Kenneth C. 48/Director since 1999/
Public 8 0 identified genes involved in colon of Directors receives an additional 2008 Proxy
Carter, Ph.D. Chairman/Expires 2009
cancer that was named ―Discovery of $25,000 per year. Non-employee
the Year‖ by Science Magazine in directors also receive $2,500 annually
1994. Dr. Carter holds a Ph.D. in for each committee membership, with
Human Genetics from the University the Chairman of the Audit Committee
of Texas Medical Branch and a B.S. receiving an additional $7,500 annually
from Abilene Christian University. and the Chairman of the
Compensation Committee and the
Dr. Kabakoff is the current President
and Chief Executive Officer of
Strategy Advisors LLC, which he
established in 2001 to provide
business and strategic advisory
services to life sciences companies.
Prior to its acquisition by Cephalon,
Inc. in June 2005, Dr. Kabakoff
served as Chairman and Chief
Executive Officer of Salmedix, Inc., a
company he co-founded in 2001 to
develop novel oncology drugs. From
1996 to September 2000, Dr.
Kabakoff held executive
management positions with Dura
David S. 60/ Director since 2006/ Pharmaceuticals, a specialty
Kabakoff, Ph.D Expires 2009 pharmaceutical company, acquired
by Elan Pharmaceuticals. Prior to
joining Dura, Dr. Kabakoff was
Chairman and Chief Executive
Officer of Corvas International, a
biopharmaceutical firm focused
oncardiovascular and inflammatory
diseases, and held senior
management positions with
Hybritech, Inc., a pioneer in the field
of monoclonal antibodies, which was
acquired by Eli Lilly & Co. in 1986. Dr.
Kabakoff received his Ph.D. in
Chemistry from Yale University and
his B.A. in Chemistry from Case
Western Reserve University. Dr.
Kabakoff serves on the Board of
Since March 2000, Dr. Kurman has
been an independent consultant to
the pharmaceutical, biotechnology
and healthcare industries specializing
in oncology and oncology drug
development. Dr. Kurman has held
management roles in several global
oncology drug development
programs, including: Director of
Michael R. 56/Director since 2002/ Clinical Research, Oncology and
Kurman, M.D. Expires 2009 Allergy for Janssen Research
Foundation; Vice President, Clinical
Research for U.S. Biosciences Inc.;
and Vice President, Clinical and
Scientific Operations with Quintiles
Transnational Corp.‘s Oncology
Therapeutics Division. Dr. Kurman
holds an M.D. from Cornell University
Medical College and a B.S. from
Syracuse University.
Since 1999, Mr. Lorimier has been an
independent consultant to the
pharmaceutical and biotechnology
industries. Mr. Lorimier has served in
leadership positions in both the
pharmaceutical and biotechnology
industries, including as Vice
President of Licensing and Vice
Bradley G. 62/Director since 1999/ President of Corporate Development
Lorimier Expires 2009 at Johnson & Johnson and as Senior
Vice President and Director of
Human Genome Sciences. He is
currently on the board of directors for
Invitrogen Corporation and was a
director of Matrix Pharmaceutical,
Inc. from December 1997 to March
2002. Mr. Lorimier received a B.S.
from the University of Illinois.
Since 1990, Dr. Royston has served
as a founding partner at Forward
Ventures and is currently Managing
Member of that firm. From 1990-
2000, he served as the founding
President and Chief Executive Officer
of the non-profit Sidney Kimmel
Cancer Center, where he remains a
member of the board of trustees.
From 1978 to 1990, he was on the
faculty of the medical school and
cancer center at the University of
California, San Diego. In 1978, Dr.
Royston was a co-founder of
Hybritech, Inc., and in 1986, he co-
Ivor Royston, 63/Director since 2000/ founded IDEC Corporation. Dr.
M.D. Expires 2009 Royston has served as the Chairman
of the Board of Directors or as a
director for numerous private and
public biotechnology companies,
including CancerVax Corporation,
TargeGen, Inc., Corautus Genetics
Inc., and Favrille, Inc. Dr. Royston
has authored over 100 scientific
publications and is a nationally-
recognized physician-scientist in the
area of cancer immunology. Dr.
Royston served as a member of the
National Cancer Institute‘s National
Cancer Advisory Board from 1996 to
2002. Dr. Royston received a B.A.
and M.D. degree from The Johns
Hopkins University and completed
Since June 2000, Dr. Scott has been
an independent consultant to several
biotechnology companies. From
March 1997 to August 1999, Dr. Scott
was the Chief Executive Officer of
Physiome Sciences, Inc., a privately-
held bioinformatics company. Prior to
that he held senior level positions at
Bristol-Myers Squibb Company,
including Senior Vice President of
William A. 68/Director since 1999/
Drug Discovery Research at Bristol-
Scott, Ph.D. Expires 2009
Myers Squibb Pharmaceutical
Research Institute from March 1990
through 1996. He previously served
as a director of Variagenics, Inc. and
currently serves as a director of
Atherogenics, Inc. and Deltagen, Inc.
Dr. Scott holds a Ph.D. in
Biochemistry from the California
Institute of Technology and a B.S.
from the University of Illinois.
Since 1987, Dr. Walton has been a
general partner of Oxford Bioscience
Partners, a venture capital firm
investing in life sciences enterprises.
Prior to joining Oxford Bioscience
Partners, Dr. Walton was President
and Chief Executive Officer of
University Genetics Co. Dr. Walton
also serves on the board of directors
of Acadia Pharmaceuticals, Inc. and
Advanced Cell Technology, Inc. He
previously has served as the
Chairman of the Board of Directors or
as a director for numerous private
72/Director since
Alan G. and public biotechnology companies,
1999/Chairman of the
Walton, Ph.D. including Human Genome Sciences
Board/ Expires 2009
and Gene Logic Inc. He was a
professor at Case Western Reserve
University and Harvard Medical
School from 1961 to 1981 and a
member of President Carter‘s
Science Advisory Committee from
1976 to 1977. Dr. Walton holds a
Ph.D. in Physical Chemistry, a D.Sc.
in Biological Chemistry and a B.S. in
Chemistry, each from the University
of Nottingham and in 2005 received a
honorary LLD degree in recognition of
his lifetime achievement in life
sciences, also from the University of
Since 2004, Mr. Washecka has
served as the Chief Financial Officer
of Prestwick Pharmaceuticals, Inc., a
manufacturer of drugs for disorders
of the central nervous system. In
2001-2002, he served as Senior Vice
President and Chief Financial Officer
of USinternetworking, Inc.
USinternetworking, Inc. filed a
voluntary bankruptcy petition under
Chapter 11 of the Federal bankruptcy
laws in January 2002. From 1972-
2001 he served in various capacities
at Ernst & Young LLP including as
Partner from 1986-2001. At Ernst &
William H. 60/Director since 2006/
Young LLP he established and
Washecka Expires 2009
managed the high technology and
emerging business practice in the
Mid-Atlantic area from 1986-1999.
Additionally, Mr. Washecka was a co-
founder of the Mid-Atlantic Venture
Capital Conference. He currently is a
director and member of the audit
committee of Online Resources
Corporation and Audible, Inc. Mr.
Washecka holds a BS in accounting
from Bernard Baruch College of New
York and participated in Kellogg
Advanced Management Program. He
is a CPA in Maryland, Virginia, the
District of Columbia and New York.
Audit Committee members are Mr. Washecka (Chairman), Mr. Van Beneden and Dr. Whitaker.
Nominating Committee members are Dr. Whitaker (Chairman), Dr. Kurman and Dr. Royston.
Compensation Committee members are Dr. Scott (Chairman), Mr. Van Beneden, Mr. Washecka, and Dr. Walton.
Bay National Corporation
2328 West Joppa Road Lutherville,
Maryland 21093
www.baynational.com
(410) 494-2580
Public Number Number Last
Names of
or of of Female Age/Term/Expiration Background Information Board Compensation Updated/
Directors
Private Directors Directors Source
Hugh W. Mohler serves as chairman, Pursuant to our Director Compensation
president, and chief executive officer. Policy, Bay National Bank pays directors
He has been a director of Bay who are not officers or employees of
National Corporation since June 1999 Bay National Corporation or Bay
and a director of Bay National Bank National Bank (e.g., all directors other
since April 2000. Mr. Mohler has 36 than Mr. Mohler) (―Qualified Directors‖)
years experience in the financial $300 for each attended regularly
services industry, holding positions in scheduled meeting and each special
executive management, commercial meeting of the Board of Directors of Bay
lending and business development. National Bank, and $150 for each
From 1977 to 1999, Mr. Mohler was attended regularly scheduled meeting
affiliated with Mercantile Bankshares and each special meeting of a
Corporation, which is headquartered committee of the Board of Directors of
in Baltimore, Maryland, most recently Bay National Bank. Qualified Directors
Hugh W. 62/ Director since 1999/ serving as executive vice president of Bay National Bank are also entitled to
Public 13 0 2008 Proxy
Mohler Expires 2009 with responsibility for 20 community reimbursement for their reasonable
banks in a three-state area. For 17 travel costs related to their attendance
years, from 1977 to 1994, he was at board and committee meetings, and
president of Mercantile‘s Salisbury, all directors of Bay National Corporation
Maryland-based affiliate, Peninsula and Bay National Bank are reimbursed
Bank, the largest financial institution for reasonable expenses incurred on
on Maryland‘s Eastern Shore. Earlier behalf of Bay National Corporation and
he was a vice president in Bay National Bank. In addition, the chair
commercial lending at First National of the Executive Committee and the
Bank of Maryland. A native of chair of the Audit Committee of the
Baltimore, Mr. Mohler earned his Board of Directors of Bay National Bank
undergraduate degree in economics receive an additional $100 for each
from Loyola College of Maryland and attended regularly scheduled meeting
his master of business administration and each special meeting. The Director
degree from the University of Compensation Policy also provides that
Baltimore. He is a past president of the Board of Directors or the
Mr. Gill has served as chairman of
Curtis Engine, a Baltimore-based
locally owned and operated provider
of power solutions equipment, since
January 31, 2006. In 2003, Mr. Gill
formed Hoyt Capital, an investment
firm that provides capital and
business advising to start-up and
existing enterprises. For sixteen
years, he served as CEO of
AMERICOM, a provider of cellular
products and services. In 2000,
AMERICOM was acquired by
Solectron, a leader in the electronics
57/ Director since 2006/ manufacturing sector. Mr. Gill is an
R. Michael Gill alumnus of Towson University where
Expires 2009
he received an honorary Doctor of
Humane Letters degree in 1996. In
May 2005, he received Towson
University‘s Distinguished Alumnus
Award. Prior to transferring to
Towson University, Mr. Gill attended
Clemson University, which recently
named him to its President‘s Advisory
Board. He also serves on the board
of Corporate Printing Solutions. In
2004, Governor Robert L. Ehrlich, Jr.
appointed Mr. Gill to a five-year term
on the Board of Regents of the
University System of Maryland, a
public system of higher education
Mr. McClure is a principal in the
McClure Group, Inc, a Baltimore-
based private equity investment firm
originated in 1979. He is the former
Chairman and Co-Chief Executive of
Americom Wireless Services, Inc.,
which merged with a Fortune 200
company in 2000. McClure Group
Donald G. 64/ Director since 2000/ holdings include operations based in
McClure, Jr. Expires 2009 Texas, Florida, Colorado as well as
Maryland. Mr. McClure is the
immediate past Chairman of the
board of trustees of Loyola Blakefield
and serves on several private
company boards as well as devoting
substantial time to various civic,
charitable and educational
organizations here and in other
states.
Mr. Moore is a certified public
accountant. He received his CPA
designation twenty- seven years ago,
and is the owner and founder of the
Salisbury, Maryland accounting firm
of Moore & Company, P.A. His
professional concentration is income
tax and estate tax planning and all
facets of business consulting. Mr.
Moore received his Bachelor of
Science degree from the University of
Virginia in 1976. Currently, he serves
as Chairman of the Trustees of the
Wicomico County Pension System, a
board member of Salisbury-
Robert L. 54/ Director since 2001/ Wicomico Economic Development
Moore Expires 2009 Corporation, a board member of the
Greater Salisbury Committee, and a
member of the Salisbury Area
Chamber of Commerce, and member
of the Finance Committee of Trinity
United Methodist Church. Mr. Moore
is a past president of the Eastern
Shore Chapter of the Maryland
Association of CPAs. In addition, Mr.
Moore served on the Board of
Directors of the Bank of Fruitland,
Maple Shade Residential Homes,
Inc., and the Holly Foundation. He
was also a member of the Executive
Committee and Board of Directors of
Mr. Rieger retired from Signet
Banking Corporation, successor to
Union Trust Company of Maryland, in
December 1997 after nearly four
decades of service. Mr. Rieger
served in numerous capacities for
Signet, including regional executive
vice president of international
banking and as part of Signet's
Maryland commercial banking group.
Mr. Rieger has extensive experience
in commercial relationship banking,
credit administration and loan policy.
An alumnus of Johns Hopkins
University, Mr. Rieger is a graduate of
H. Victor 70/ Director since 1999/
the Stonier School of Banking at
Rieger, Jr. Expires 2009
Rutgers University. He is past
president and a current trustee of
Family and Children's Services of
Central Maryland, past treasurer and
board member of the National Flag
Day Foundation and a past vice-
president and director of the
Baltimore Junior Association of
Commerce. He is a former member
of the loan committee for the Minority
Small Business Investment Company
and a past advisory board member of
the U.S. Small Business
Administration. Mr. Rieger also is
past president of the Chesapeake
Chapter of Robert Morris Associates.
Mr. Rinnier is the owner and
president of Rinnier Development
Company, a Salisbury, Maryland
based real estate development
company, which specializes in the
development and sale or
management of resort
condominiums, multi-family
apartments, and commercial and
industrial buildings. He joined Rinnier
Development Company nearly three
William B. 66/ Director since 1999/ decades ago after his honorable
Rinnier Expires 2010 discharge from the U.S. Navy. A
native of Salisbury, Maryland, Mr.
Rinnier earned a degree in
aerospace engineering from the
Georgia Institute of Technology and
attended the Graduate School of
Business at the University of Virginia.
He is a board member of the Greater
Salisbury Committee and is past
president of the Salisbury-Wicomico
Economic Development Corporation
and the Coastal Board of Realtors.
Mr. Rommel is a certified public
accountant that, since 1974, has
been a partner in the Salisbury,
Maryland, accounting firm of Twilley,
Rommel & Stephens, P.A. Mr.
Rommel has been certified as a
valuation analyst and accredited in
business evaluation by the American
Institute of Certified Public
Accountants. A Baltimore native, Mr.
Rommel earned his undergraduate
degree from Loyola College of
Maryland. Mr. Rommel is a past
Chairman of the Maryland
Edwin A. 58/ Director since 1999/ Association of Certified Public
Rommel III Expires 2010 Accountants, and is a member of the
governing board of the American
Institute of Certified Public
Accountants. Mr. Rommel is a
current director of the Greater
Salisbury Committee and past
president of the Salisbury Area
Chamber of Commerce. He serves
as a director of the Maryland
Association of Certified Public
Accountants and an officer of its
Eastern Shore Chapter. Mr. Rommel
is past president of the St. Francis de
Sales Board of Trustees and past
member of the Wicomico County
Since 1975, Mr. Stansbury has been
the chief executive officer of Agency
Services, Inc., an independently
owned premium finance company.
Since 1989, Mr. Stansbury is the
Chairman of the Board of Directors of
Agency Insurance Company of
Maryland, Inc., a privately owned
multi-line property/casualty insurance
company. Mr. Stansbury is a past
president of the Maryland Association
of Premium Finance Companies and
is a past president of the National
Association of Premium Finance
Henry H. 68/ Director since 1999/ Companies. Mr. Stansbury is a vice
Stansbury Expires 2010 president and trustee of the Maryland
Historical Society. He served as
director and chairman of the museum
committee for the Lacrosse Hall of
Fame at the Johns Hopkins
University and as trustee of the St.
Paul's School for Boys and The Ward
Museum of Wildfowl Art. He is also
past president of ReVisions, Inc., a
nonprofit organization that serves the
mentally ill. Mr. Stansbury is a
graduate of Leadership Maryland and
a director of Leadership Baltimore
County. He is the author of two
books: Lloyd J. Tyler: Folk Artist and
Since January 1999, Mr. Trout has
served as the president and chief
executive officer of Rosemore, Inc., a
Baltimore-based privately held
investment company primarily
engaged in the business of oil and
gas exploration and production. He
also serves as a director of
Rosemore Holdings, Inc., Rosemore
Calvert, Inc., Tema Oil and Gas
Company and Gateway Gathering
and Marketing Company, which are
all subsidiaries of Rosemore, Inc. He
is also a director of KCI
Technologies, Inc. From 1970 to
Kenneth H. 59/ Director since 1999/ November 1997, Mr. Trout was
Trout Expires 2010 employed by Signet Banking
Corporation. During his last five years
of tenure with Signet, he served as
senior executive vice president-
commercial banking and as president
and chief executive officer of Signet
Bank-Maryland. Mr. Trout was retired
from December 1997 to December
1998. A Bridgeton, New Jersey
native, Mr. Trout received his
undergraduate degree in economics
and business administration from
Methodist College in North Carolina.
He is a member of the Board of
Trustees of The College of Notre
Dame of Maryland.
Mr. Waldron is a Chartered Financial
Analyst and since September 1998
has been a senior vice president in
the Washington, D.C., office of
Capital Guardian Trust Company, an
employee-owned firm based in Los
Angeles dedicated to institutional
investment management. From
March 1994 to August 1998, Mr.
Waldron was employed by Loomis,
Sayles & Company, an investment
management firm. Mr. Waldron's
Eugene M. 64/ Director since 1999/
more than three decades of
Waldron, Jr. Expires 2010
investment experience include
employment at CS First Boston Asset
Management, Fidelity Management
Trust Company, T. Rowe Price
Associates and Ferris, Baker, Watts
& Company. An alumnus of Mt. St.
Mary's University, Emmitsburg,
Maryland, Mr. Waldron earned his
master of business administration
degree at the Bernard M. Baruch
College of the City University of New
York. A native of Annapolis,
Maryland, he is a member of the Mt.
St. Mary's Endowment Committee.
Since January 1999, Mr. Lerch has
been self-employed as a private
investor trading as the Chesapeake
Venture Group. From 1973 to
January 1999, Mr. Lerch was
president of Chesapeake Insurance-
The Harris Riggin Agency, an
independent insurance agency based
in Salisbury, Maryland. Mr. Lerch
began his business career in the
securities industry, serving as a
stockbroker at firms in Washington,
D.C. and Salisbury, Maryland. Mr.
Lerch is a past director of the
Independent Insurance Agents of
Maryland. Mr. Lerch is an alumnus of
63/ Director since 1999/ Dickinson College of Carlisle,
John R. Lerch
Expires 2011 Pennsylvania. He served as an
officer in the U.S. Army and holds a
Bronze Star from his service in
Vietnam. He is a director of Barr
International, Inc., a regional medium
and heavy truck sales and service
organization. He is a past director of
Peninsula Bank, a subsidiary of
Baltimore-based Mercantile
Bankshares Corporation. He is a past
director and vice-chairman of the
Greater Salisbury Committee, past
trustee of the Peninsula Regional
Medical Center in Salisbury, past
president of Salisbury-Wicomico
Economic Development Corporation
Mr. O‘Conor is the general partner of
O‘Conor Enterprises, a real estate
investment and consulting company,
and he has served in that capacity
since 2002. Mr. O‘Conor co-founded
the Maryland real estate brokerage
firm of O‘Conor & Flynn in 1961. In
1984, that firm merged with another
large Maryland real estate brokerage
firm, creating O‘Conor, Piper & Flynn.
Mr. O‘Conor served as its Chairman
James P. 79/ Director since 2004/ and CEO. In 1998, O‘Conor, Piper &
O'Conor Expires 2011 Flynn was sold to NRT. At the time of
the sale, O‘Conor, Piper & Flynn was
the sixth largest residential real
estate brokerage company in the
United States. Mr. O‘Conor currently
serves on the Board of Directors of
the Baltimore Symphony Orchestra,
the Maryland Hospital Association,
Loyola College, Signal 13
Foundation, and Towson University
and is Chairman of the Jefferson
School.
Mr. Wright is the CEO of Stephen
James Associates, an executive
search and staffing firm specializing
in accounting, finance, human
resources and banking. He has
served in that capacity since January
2006. From 1998 to May 2005, Mr.
Wright was a senior vice president of
Spherion (formerly Interim Financial
Solutions), an executive search and
staffing firm specializing in finance,
human resources and information
systems. From 1980 until 1998, Mr.
Wright was President and CEO of
A.J. Burton Group. Mr. Wright served
Carl A.J. 53/ Director since 2003/ in the auditing and tax departments of
Wright Expires 2011 Ernst & Young from 1976 to 1980.
Along with his corporate
responsibilities, he is an involved
community member and active in
professional, civic and political
organizations. Mr. Wright is an
alumnus of Loyola College and
Loyola Blakefield and has served on
boards and committees of both
institutions. He is past president of
the Baltimore Junior Association of
Commerce and serves on Maryland
Governor Robert Ehrlich‘s Strategic
and Finance Committees. He was
appointed as the chairman of the
Maryland Stadium Authority in 2003.
In addition, he is an active supporter
Bay National Corporation‘s Audit Committee members are Edwin A. Rommel, III, Chairman, James P. O‘Conor, Henry H. Stansbury and Kenneth H. Trout.
Bay National Corporation‘s Nominating Committee members are Carl A.J. Wright, Chairman, Donald G. McClure, Jr., Robert L. Moore, H. Victor Rieger, Jr. and
Bay National Corporation‘s Compensation Committee members are Henry H. Stansbury, Chairman, Edwin A. Rommel, III, R. Michael Gill, James P. O'Conor
BCSB BANKCORP, INC.
4111 E. JOPPA ROAD,
SUITE 300
BALTIMORE, MARYLAND 21236
www.baltcosavings.com
(410) 668-8830
Number Last
Public or Number of Names of Business Background
of Female Age/Term/Expiration Board Compensation Updated/
Private Directors Directors Information
Directors Source
Henry V. Kahl is an Assessor
Supervisor with the State of
63/ Director since 1989/
Public 8 0 Henry V. Kahl Maryland Department of 2007 Proxy
Expires 2008
Assessments & Taxation in
FEES. The Chairman of the
Baltimore, Maryland.
Board of Directors receives a
monthly retainer of $1,200 per
P. Louis Rohe has been retired for
month, and all other
approximately 11 years. Prior to his
nonemployee directors
84/ Director since 1955/ retirement, Mr. Rohe was an
P. Louis Rohe receive $1,000 per month.
Expires 2008 attorney. He has been a director of
Each nonemployee director
the Bank since its incorporation in
also receives a fee of $400
1955. Compensation Committee
per each regular and special
Michael J. Klein is Vice President of Board and committee meeting
Klein's Super Markets, a family attended. Directors who serve
owned chain of supermarkets, with as officers of the Company or
locations throughout Harford the Bank do not receive
Michael J. 51/ Director since 2001/ County, Maryland. Mr. Klein is also additional compensation for
Klein Expires 2008 Vice President and partner in their service as directors.
several other family owned
businesses including Forest Hill
Lanes, Inc., Colgate Investments,
LLP and Riverside Parkway, LTD.
William J. Kappauf, Jr. is Director of
Cash Management of Baltimore
William J. 60/ Director since 2002/
Gas & Electric Company, Baltimore,
Kappauf, Jr. Expires 2009
Maryland. He is a certified public
accountant.
Joseph J. Bouffard served as
President and Chief Executive
Officer of Patapsco Bancorp, Inc.
and The Patapsco Bank until
October 30, 2006. He joined The
Patapsco Bank‘s predecessor,
Patapsco Federal Savings and
Loan Association in April 1995 as its
President and Chief Executive
Officer and became President and
Chief Executive Officer of Patapsco
Bancorp, Inc. upon the formation of
that company in 1996. Previously,
Mr. Bouffard was Senior Vice
President of The Bank of Baltimore,
Joseph J. 56/ Director since 2006/ and its successor, First Fidelity
Bouffard Expires 2009 Bank from 1990 to 1995. Prior to
that, he was President of Municipal
Savings Bank, FSB in Towson,
Maryland. He is a current Board
member of the Maryland Financial
Bank and a former Board member
of the Dundalk Community College
Foundation and the Maryland
Bankers Association. He is also a
former chairman of the Board of
Governors of the Maryland
Mortgage Bankers Association,
Treasurer of the Neighborhood
Housing Services of Baltimore and
a charter member and Treasurer of
the Towson Towne Rotary Club.
H. Adrian Cox is an insurance agent
with Rohe and Rohe Associates,
62/ Director since 1987/ Inc. in Baltimore, Maryland. Mr. Cox
H. Adrian Cox
Expires 2010 also is employed as a real estate
agent with Century 21 Horizon
Realty, Inc. in Baltimore, Maryland.
William M. Loughran was named
Senior Vice President of the Bank
effective January 4, 1999. He also
serves as Vice President of the
Company and Baltimore County
William M. 61/ Director since 1991/
Savings Bank, M.H.C. (the "MHC").
Loughran Expires 2010
Prior to being named Senior Vice
President, he served as Vice
President of the Bank in charge of
lending operations. Mr. Loughran
joined the Bank in 1973.
John J. Panzer, Jr. has been a self-
John J. 64/ Director since 1991/
employed builder of residential
Panzer, Jr. Expires 2010
homes since 1971.
The Board of Directors' Audit Committee consists of Directors Kahl, Cox, Panzer and Kappauf.
The Board of Directors' Compensation Committee consists of Directors Cox, Kahl, Rohe, Panzer, Klein and Kappauf.
The Nominating Committee consists of Directors Henry V. Kahl, William J. Kappauf, Jr. and Michael J. Klein.
The Black and Decker, Corp.
701 East Joppa Road
Towson, MD 21286
410-716-3900
www.bdk.com
Number Number Last
Public or
of of Female Names of Directors Age/Term/Expiration Business Background Information Board Compensation Updated/
Private
Directors Directors Source
After serving in various executive
positions w/ Conroy, Inc., he became VP
of Marketing for the Airstream Division of
Beatrice Companies, Inc. in 1977. His
subsequent positions at Beatrice
included: President of Del Mar Window
Coverings, of Stiffel Lamb Co., and of the Non-management directors
62/ Director since Home Products Division. HE was receive an annual retainer of
Nolan D. Archibald $220,000, consisting of
Public 11 1 1985/ Until successor elected a Senior VP of Beatrice and 2008 Proxy
(insider) shares of common stock with
elected President of the Consumer and
Commercial Products Group. He left a value of $110,000 under
Beatrice and was elected President and The Black & Decker Non-
COO of Black & Decker in 1985 and Employee Directors Stock
CEO in 1986 and his currently serving on Plan (the ―Directors Stock
the Chairman of the Board since 1987. Plan‖) and $110,000 in cash.
He also serves as a director of Brunswick The chairmen of the Audit
Corp. and Lockheed Martin Corp. Committee and the
Compensation Committee
each receives an additional
retainer of $20,000 in cash,
the chairmen of the Finance
Committee and the Corporate
Governance Committee each
receives an additional retainer
of $10,000 in cash, and each
member of the Audit
Committee other than the
chairman receives an
additional retainer of $10,000
in cash. No separate meeting
fees are paid. Directors have
the option to receive their
cash fees in shares of
common stock or to defer all
The Black & Decker Non-
Employee Directors Stock
Plan (the ―Directors Stock
Plan‖) and $110,000 in cash.
The chairmen of the Audit
Committee and the
Compensation Committee
After serving in various capacities w/ each receives an additional
Douglas Aircraft Co. and Vought Missiles retainer of $20,000 in cash,
and Space Co., he joined the U.S. the chairmen of the Finance
Department of Defense, where he served Committee and the Corporate
as Undersecretary of the Army. He Governance Committee each
joined Martin Marietta Corp., a receives an additional retainer
predecessor of Lockheed Martin Corp., in of $10,000 in cash, and each
70/ Director since 1977 as VP of Aerospace Technical member of the Audit
Norman R. Augustine 1997/ Until successor Operations and in 1988 he became Committee other than the
elected Chairman of the Board and CEO. chairman receives an
Following the merger of Martin Marietta additional retainer of $10,000
and Lockheed Corp. in 1995, he served in cash. No separate meeting
as President and leader as Chairman of fees are paid. Directors have
the Board and CEO; from 1997-1999 he the option to receive their
was a lecturer w/ the rank of Professor at cash fees in shares of
Princeton University. He is also director common stock or to defer all
of ConocoPhilips and Proctor & Gamble. or a portion of their cash and
stock fees in the form of
She had various positions at First ―phantom shares.‖ A director
National Bank of Chicago, including VP who elects to defer all or any
of Trust Investments; from 1981-1984, part of the cash portion of the
she was Assistant VP and director of annual retainer in the form of
investor relations for Beatrice Co., Inc.; in phantom shares will be
1984 she joined Kraft, Inc., where she credited with shares of
served as Corporate VP until 1989. She common stock having a fair
58/ Director since market value (as defined in
was President and CEO and is currently
Barbara L. Bowles 1993/ Until successor the Directors Stock Plan)
Chairman of the Board and CEO of The
elected equal to 120% of the amount
Kenwood Group, Inc., an investment
advisory firm that she founded in 1989. of cash deferred.
She is also a director of Wisconsin
Energy Corp., Georgia-Pacific Corp.,
Dollar General Corp., the Chicago Urban
League, and the Children's Memorial
Hospital of Chicago.
After nine years w/ Mobil Oil Corp., he
joined Ryder System, Inc. in 1974; he
was elected President, COF, and a
director of Ryder in 1979, CEO in 1983,
63/ Director since
and Chairman of the Board in 1985; he
M. Anthony Burns 2001/ Until successor
retired as CEO in 2000 and Chairman of
elected
the Board in 2002. He also is director of
Pfizer Inc. and J.C. Penny Company, Inc.
He is a life trustee of the University of
Miami in Florida.
From 1993 to 1997, Mr. Buckley served
as the Chrief Technology Officer(for
motors, control and appliance
components) and President of two
divisions of Emerson Electric Company.
In 1997, he joined the Brunswick
Corporation as a Vice President, became
61/ Director since
Senior Vice President in 1999, and
George W. Buckley 2006/ Until successor
became Executive Vice President in
elected
2000. Mr. Buckley was elected President
and Chief Operating Officer of Brunswick
in April 2000 and the Chairman and Chief
Executive Officer in June 2000. In
December 2005, he was elected
Chairman, President, and Chief
Executive Officer of the 3M Company.
He is a member (Dean) of the Harvard
faculty since 1978; he currently is
researching modularity in design and the
57/ Director since integration of technology and competition
Kim B. Clark 2003/ Until successor in industry revolution, w/ a particular
elected focus on the computer industry; he co-
wrote Design Rules: The Power of
Modularity. He serves as a director of
JetBlue Airways Corp.
He held various positions w/ ITT, Harris
Corp., and Fairchild Semiconducter Corp.
before becoming President and CEO of
Zilog Inc. in 1979; in 1982 he joined
Gavilan Computer Corp. as President
and CEO, and in 1984 he became
President and CEO of Dataquest, Inc., an
information technology service company;
59/ Director since from 1991 he served as President,
Manuel A. Fernandez 1999/ Until successor Chairman of the Board, and CEO of
elected Gartner Group, and was elected
Chairman Emeritus in 2001. Since 1998,
he also has been the managing director
of SI Ventures, a venture capital firm. He
also serves as director of Brunswick
Corp., Flowers Foods, and several
private companies and foundations and
is Chairman of the Board of Trustees of
the University of Florida.
He joined Alex. Brown & Sons in 1967,
became a partner of the firm in 1972,
was elected Vice Chairman of the Board
and director in 1984, and became
Chairman of the Board in 1987; upon the
acquisition of Alex. Brown by Bankers
Trust New York Corp. in 1987, he
65/ Director since became Senior Chairman, and upon the
Benjamin H.
2001/ Until successor acquisition of Bankers Trust by Deutsche
Griswold, IV
elected Bank in 1999, he became Senior
Chairman. He retired from Deutsche
Bank in February 2005 and joined Brown
Advisory as Senior Partner in March
2005. He also serves as director of
Baltimore Life Insurance Co. and Flowers
Foods, and Trustee of the Johns Hopkins
University.
After graduation he worked for Arthur
Andersen & Co. and in 1971 he joined
Beatrice Co., Inc.; at Beatrice he served
as President and COO of the
International Food Division and President
and COO of Beatrice US Food; in 1986
he left Beatrice to become Group VP
and COO of the Foodservice Group of
62/ Director since
International Multifoods Corp. and served
Anthony Luiso 1988/ Until successor
as Chairman of the Board, President, and
elected
CEO until 1996. He served as Executive
VP of Tri Valley Growers during 1998; in
1999, he joined Campofrio Alimentacion,
S.A., the leading processes meat-
products company in Spain, as President-
International and subsequently served as
President of Campofrio Spain through
2001.
Mr. Ryan was a management consultant
for McKinsey and Company and a vice
president for Citicorp. He joined Union
Texas Petroleum Corporation as
treasurer in 1982, became controller in
1983, and was promoted to senior vice
president and chief financial officer in
64/ Director since
1984. In April 1993, Mr. Ryan was named
Robert L. Ryan 2005/ Until successor
the senior vice president and chief
elected
financial officer of Medtronic, Inc. He
retired from Medtronic in 2005. He also
serves as a director of UnitedHealth
Group Incorporated, The Hewlett-
Packard Company and General Mills,
Inc. and is a trustee of Cornell University
and the Hazleden Foundation.
Received undergraduate degree from
Columbia College in 1963, and a
doctorate from the Columbia Graduate
School of Business in 1967. Assistant
Professor of Finance and Visiting
Lecturer at Wharton School of Finance
66/ Director 1990- and Commerce from 1967 to 1971.
2001, re-elected in Director of research and first vice
Mark H. Willes
2004/ Until successor president of the Philadelphia Federal
elected Reserve Bank. Executive vice president
and chief financial officer, elected
president, chief operating officer, and a
director of General Mills, Inc. Vice
chairman of the board in 1996. Publisher
of the Los Angeles Time from 1997-
1999.
The Audit Committee is currently composed of M. Anthony Burns (Chairman), Barbara L. Bowles, and Anthony Luiso.
The Compensation Committee is currently composed of Mark H. Willes (Chairman), George W. Buckley, and Benjamin H. Griswold, IV.
The Corporate Governance Committee, which is currently composed of Manuel A. Fernandez (Chairman), Barbara L. Bowles, Kim B. Clark, and Robert L. Ryan.
The Finance Committee is currently composed of Norman R. Augustine (Chairman), M. Anthony Burns, and Anthony Luiso.
The Executive Committee is currently composed of Nolan D. Archibald (Chairman), Norman R. Augustine, M. Anthony
Burns, Manuel A. Fernandez, and Mark H. Willes.
obert L. Ryan.
Saul Centers, Inc. 7501 Wisconsin
Avenue, Suite 1500
Bethesda, Maryland 20814-6522
(301) 986-6200
www.saulcenters.com
Public Number Last
Number of Names of
or of Female Age/Term/Expiration Background Information Board Compensation Updated/
Directors Directors
Private Directors Source
President from 1993 to March 2003.
Senior Vice President and Secretary
of the B.F. Saul Real Estate
Investment Trust from 1987 to 2003.
69/ Director since 2003/ Executive Vice President of the B.F. Directors of the Company are
Public 12 0 Philip D. Caraci Saul Company from 1987 to 2003, 2008 Proxy
Expires 2009 currently paid an annual retainer of
with which he had been associated $20,000 and a fee of $1,200 for each
since 1972. President of B.F. Saul Board or Committee meeting
Property Company from 1986 to attended, and are annually awarded
2003. Trustee of the B.F. Saul Real 200 shares of the Company‘s
Estate Investment Trust. Common Stock. The shares are
President (1980 through 1996) and issued on the date of each annual
Chairman of the Board of Trustees meeting of stockholders to each
since 1987 of the National director serving on the Board of
Gilbert M. 76/ Director since 1993/ Geographic Society, with which he Directors as of the record date of
Grosvenor Expires 2009 has been associated since 1954. such meeting. In 2004, the
Director of Chevy Chase Bank, Compensation Committee approved
F.S.B.*, and a Trustee of the B.F. the automatic grant of options to
Saul Real Estate Investment Trust. purchase 2,500 shares of Common
Stock to each of the directors of the
Company, as of the date of each
annual meeting of the Company‘s
stockholders beginning with the 2004
annual meeting. The options are
immediately exercisable with an
exercise price determined using the
closing market price of the
Company‘s Common Stock on the
date of award. For 2007 the directors
were awarded options to purchase
2,500 shares of Common Stock at
an exercise price of $54.17 per
share, representing the fair market
director serving on the Board of
Directors as of the record date of
such meeting. In 2004, the
Compensation Committee approved
the automatic grant of options to
purchase 2,500 shares of Common
Stock to each of the directors of the
Adjunct Professor Emeritus at Company, as of the date of each
Birmingham-Southern College from annual meeting of the Company‘s
1989 to 1999. Member of the Thrift stockholders beginning with the 2004
Depositors‘ Protection Oversight annual meeting. The options are
Board from 1990 until 1993. Vice immediately exercisable with an
Philip C. Jackson, 79/ Director since 1993/ Chairman and a Director of Central exercise price determined using the
Jr. Expires 2009 Bancshares of the South (Compass closing market price of the
Bancshares, Inc.) from 1980 to 1989. Company‘s Common Stock on the
Member of the Board of Governors of date of award. For 2007 the directors
the Federal Reserve System from were awarded options to purchase
1975 to 1978. Director of Enterprise 2,500 shares of Common Stock at
Products Partners GP* since 2005. an exercise price of $54.17 per
Managing Director of Navigant
Consulting, Inc. since 2005. Chief share, representing the fair market
Financial Officer of J.E. Robert value of the Company‘s Common
Companies from 2002 to 2005. Stock on April 27, 2007.
51/ Director since 2002/
David B. Kay Partner with Arthur Andersen LLP
Expires 2009
from 1990 to 2002. Director of Chevy
Chase Bank, F.S.B.* and Capital
Automotive REIT
Partner, J. F. Lehman & Company
since 1998. Chairman of American
Battle Monuments Commission from
General Paul X. 79/ Director since 1993/ 2001 to 2005. Commandant of the
Kelley Expires 2010 Marine Corps and member of the
Joint Chiefs of Staff from 1983 to
1987. Director of OAO Technology
Solutions, Inc. and London Life
Reinsurance Company.
Chairman Emeritus of Colonial
Williamsburg Foundation. President
and Trustee of Colonial Williamsburg
Charles R. 78/ Director since 1993/
Foundation from 1977 through 1994.
Longsworth Expires 2010
President Emeritus, Hampshire
College. Chairman Emeritus,
Trustees of Amherst College.
Chairman Emeritus of The
Conservation Fund. Chairman of The
Conservation Fund from 1985
through 2003. Trustee of the National
65/ Director since 1993/ Geographic Society. Member of the
Patrick F. Noonan
Expires 2010 Board of Advisors of Duke University
School of the Environment. Director
of Ashland Inc.* Member of the
President‘s Commission on White
House Fellows.
Vice Chairman of the Company from
1997 to 2003. Executive Vice
President of the B.F. Saul Company.
President of the B.F. Saul Property
Company. Senior Vice President and
a Trustee of the B.F. Saul Real
46/ Director since 1997/ Estate Investment Trust*. Vice
B. Francis Saul III
Expires 2010 Chairman of Chevy Chase Bank,
F.S.B.*, Emeritus Chairman of the
Boys & Girls Clubs of Greater
Washington. Director of Children‘s
National Medical Center. Director of
The Conservation Fund and the
Economic Club of Washington, DC.
President and Chairman of the Board
of Directors of the B.F. Saul
Company since 1969. Chairman of
the Board of Trustees of the B.F.
Saul Real Estate Investment Trust*
since 1969 and a Trustee since 1964.
Chairman of the Board and Chief
75/ Director since 1993/
B. Francis Saul II Executive Officer of Chevy Chase
Expires 2011
Bank, F.S.B.* since 1969. Member of
National Gallery of Art Trustees
Council. Trustee of the National
Geographic Society, Trustee of the
Johns Hopkins Medicine Board and
an Honorary Trustee of the Brookings
Institution.
Partner, Brown Investment Advisory
since 2001. Partner in the law firm of
71/ Director since 2002/
John E. Chapoton Vinson & Elkins L.L.P. from 1984 to
Expires 2011
2000. Director of Stancorp Financial
Group*.
Of Counsel in the law firm of
O‘Connor & Hannan since 1986.
James W. 80/ Director since 1993/ Member of Congress from 1969 to
Symington Expires 2011 1977. U.S. Chief of Protocol from
1966 to 1968. Chairman Emeritus of
National Rehabilitation Hospital.
Financial Consultant. Senior Advisor
to the Bessemer Group, Inc. from
1999 to 2002. Formerly President
and Chief Executive Officer of the
Bessemer Group and its Bessemer
Trust Company subsidiaries (a
financial management and banking
group) and director of Bessemer
74/ Director since 1993/ Securities Corporation from 1975 to
John R. Whitmore
Expires 2011 1998. Director of Old Westbury
Funds, Inc.*, the B.F. Saul Company,
Chevy Chase Bank, F.S.B.* and
Chevy Chase Property Company.
Trustee of the B.F. Saul Real Estate
Investment Trust*. Chairman of the
Board of Directors of ASB Capital
Management, Inc. and Chevy Chase
Trust Company.
Messrs. Kelley, Kay, Longsworth, Noonan and Symington are the members of the Audit Committee, with General Kelley serving as chairman.
Messrs. Grosvenor and Jackson are the members of the Nominating and Corporate Governance Committee with Mr. Grosvenor serving as chairman.
Messrs. Grosvenor and Jackson are the members of the Compensation Committee with Mr. Grosvenor serving as chairman.
Messrs. Caraci, Jackson, Saul II and Saul III, are the members of the Executive Committee, with Mr. Saul II serving as chairman.
Constellation Energy Group, Inc. 750
East Pratt Street Baltimore,
MD 21202
http://www.constellation.com
(410) 783-2800
Number of
Public or Number of Names of Last
Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Directors Updated
Directors
Ann C. Berzin has been a private
investor since 2001. From 1992 to
2001, she served as Chairman and
Chief Executive Officer of Financial At the request of the Compensation
56/ Director since 2008/ Guaranty Insurance Company (an
Public 13 3 Ann C. Berzin Committee, Hewitt reported the 2008 Proxy
Expires 2008 insurer of municipal bonds and results of its benchmarking study to
structured finance obligations). Ms. the Committee in February 2007.
Berzin is a director of Ingersoll-Rand At that time, the Committee
Company Ltd. and Kindred Healthcare, recommended and the board
Inc. approved a proposal to change
Co-Chairman of Bregal Investments
since September 2002. He was Co- director compensation in 2007 by
Chairman and Co-CEO of Deutsche increasing the meeting fees from
Banc Alex. Brown from June 1999 to $1,250 to $1,500 per meeting and
April 2001, and a Senior Advisor to increasing the annual equity grant
61/Director since from $50,000 to $85,000 to more
Yves C. Balmann Deutsche Bank AG from April 2001 to
2003/Expire in 2008 closely align the compensation for
June 2003; he was Vice Chairman of
Bankers Trust Co. from 1997 to June directors with the peer
1999; he is also a director of ESI groups.$50,000 annual retainer, an
Group, a technology company based in additional $10,000 annual retainer
France. for the audit committee chairman
and an additional $5,000 annual
retainer for each other committee
chairman, a common stock award
with a value of approximately
$85,000, which is subject to pro
rata forfeiture if board service
ceases during the year, $1,500 fee
for each meeting of the Board of
Directors or a Board of Directors
committee attended.
from $50,000 to $85,000 to more
closely align the compensation for
directors with the peer
groups.$50,000 annual retainer, an
additional $10,000 annual retainer
for the audit committee chairman
and an additional $5,000 annual
Chairman and CEO of Laureate retainer for each other committee
Education, Inc. (formerly Sylvan chairman, a common stock award
Learning Systems, Inc.) since February with a value of approximately
2000 and was President and Co-CEO $85,000, which is subject to pro
of Laureate Education, Inc. from rata forfeiture if board service
42/Director since February 1991 to February 2000; he is ceases during the year, $1,500 fee
Douglas L. Becker
1999/Expires in 2008 also Founder and Principal of Sterling for each meeting of the Board of
Capital Partners, an investment Directors or a Board of Directors
company; he is a director of Educate, committee attended.
Inc. and was a director of Baltimore
Gas and Electric Company from
October 1998 to April 1999.
Managing Director – Mid-Atlantic of
Ballantrae International, Ltd. (a
management consulting firm) since
January 2000, and was the former
secretary of the Maryland Department
of Business & Economic Development,
67/Director since where he served from 1995 to 1998; he
James T. Brady
1999/Expire in 2008 was also a managing partner of Arthur
Andersen LLP from 1985 to 1995; he is
a director of McCormick & Company,
Inc., T. Rowe Price Group, Inc. and
Aether Systems, Inc.; he also was a
director of Constellation Enterprises,
Inc. from March 1998 to May 1999.
Vice Chairman of Constellation Energy
and Baltimore Gas and Electric
Company from October 2000 until
December 2001; he previously was
Vice Chairman of Constellation Energy
from April 1999 until January 1, 2000.
He also served as President and COO
of Baltimore Gas and Electric Company
from 1992 to 1998, Vice Chairman from
1998 to 1999 and as a director from
1988 to April 1999; prior to January 1,
70/Director since 2000, he also served as a director,
Edward A. Crooke
1999/Expires in 2008 Chairman of the Board, President and
CEO of Constellation Enterprises, Inc.;
he also served as a director of each of
Constellation Enterprises, Inc.‘s direct
subsidiaries and most of its indirect
subsidiaries, and was Chairman of the
Board of each of the direct subsidiaries;
he is also a director of AEGIS
Insurance Services, Inc., Associated
Electric & Gas Insurance Services,
Limited and Baltimore Equitable
Society. Executive and Nuclear Power.
A partner in the law firm of Winston &
Strawn since 1993; from 1988 to 1993,
he served as a Commissioner of the
United States Nuclear Regulatory
54/Director since
James R. Curtiss Commission; he is also a director of
1999/Expire in 2008
Cameco Corporation (owner and
operator of uranium mines); he was a
director of Baltimore Gas and Electric
Company from 1994 to April 1999.
President of the University of Maryland
Baltimore County since 1993; he is also
a director of the Baltimore Equitable
Society, Broadwing Corporation,
Freeman A. 57/Director since McCormick & Company, Inc.,
Hrabowski, III 1999/Expire in 2008 Mercantile Bankshares Corporation and
Mercantile-Safe Deposit and Trust
Company; he was a director of
Baltimore Gas and Electric Company
from 1994 to April 1999.
Chairman and CEO of American Life
and Accident Insurance Company of
Kentucky since 1971 and has been
Chairman and CEO of its holding
65/Director since
Nancy Lampton company, Hardscuffle, Inc., since
1999/Expire in 2008
January 2000; she is also a director of
DNP Select Income Fund; she was a
director of Baltimore Gas and Electric
Company from 1994 to April 1999.
Chairman of the Board, CEO and
61/Director since President of McCormick & Company,
Robert J. Lawless
2002/Expire in 2008 Inc. since January 1997; he is also a
director of Baltimore Life, Inc.
Advisor to Deloitte & Touche LLP since
1993 and President of The Martin Hall
Group LLC, a human resources
consulting firm, since January 2005;
from 1993 to 1999, she was a
Professor at the Kellogg School of
Management at Northwestern
University; she served as United States
68/Director since
Lynn M. Martin Secretary of Labor from 1991 to 1993;
2003/Expire in 2008
prior to her tenure as Secretary of
Labor, she was a member of the United
States House of Representatives from
1981 to 1991; she is also a director of
The Procter & Gamble Company,
Ryder System, Inc., SBC
Communications and various funds of
The Dreyfus Corporation.
Mayo A. Shattuck III has been
Chairman of Constellation Energy since
July 2002 and President and Chief
Executive Officer since November
2001. Mr. Shattuck also served as
Mayo A. Shattuck, 53/ Director since 1999/ Chairman of the Board of Directors of
III Expires 2008 BGE from July 2002 to April 2007. He
is also a director of Capital One
Financial Corporation, Gap, Inc., the
Edison Electric Institute, the Nuclear
Energy Institute and the Institute of
Nuclear Power Operations.
John L. Skolds served as Executive
Vice President of Exelon Corporation
and President of Exelon Energy
Delivery from December 2003 until his
retirement in September 2007, and has
been retired since that time. He also
57/ Director since 2007/
John L. Skolds served as President of Exelon
Expires 2008
Generation from March 2005 to
September 2007. From March 2002 to
December 2003, Mr. Skolds served as
Senior Vice President of Exelon
Corporation and President and Chief
Nuclear Officer of Exelon Nuclear.
A private investor, and is a Co-Founder
and has been Chairman of the Board of
Life Source, Inc. (nutritional
supplements) since March 2001; he is
also Co-Founder and Chairman of
Therapeutic Services of America, Inc.
(home health care); from 1996 to 2001,
Michael D. 68/Director since
he was Chairman of the Board of Golf
Sullivan 1999/Expire in 2008
America Stores, Inc. (golf apparel
retailing); he was also Chairman of the
Board of Jay Jacobs, Inc. (specialty
apparel retailing) from 1997 to July
1999; he was a director of Baltimore
Gas and Electric Company from 1992
to April 1999.
Executive Committee: Mr. Shattuck (Chairman), Crooke and Lawless
Audit Committee: Mr. Brady (Chairman), Crooke, Skolds, Ms. Berzin, and de Balmann.
Committee of Nuclear Power: Mr. Curtiss is Chairman, and Mr. Crooke, Ms. Lampton and Ms. Martin are members.
Compensation Committee: Governance Committee: Mr. Sullivan is Becker and and Messrs. Becker andand Ms. Martin are members.
Nominating and Corporate Mr. Lawless is Chairman, and Messrs. Chairman, Sullivan, Dr. Hrabowski Lawless, Dr. Hrabowski and
Ms. Martin are members.
CONSTELLATION ENERGY
PARTNERS LLC
111 Market Place
Baltimore, MD 21202 410-
470-5619
http://www.constellationenergypa
rtners.com/portal/site/cer/
Number Number
Public or Names of Business Background Last
of of Female Age/Term/Expiration Board Compensation
Private Directors Information Updated
Directors Directors
Mr. Bachmann joined EPCO Inc., a
privately held company, in 1999 as
Executive Vice President, Chief
Legal Officer and Secretary. Prior to
joining EPCO Inc., Mr. Bachmann
served as a partner in the law firms
of Snell & Smith P.C. from 1993 to
1998 and Butler & Binion from 1988
to 1993. Mr. Bachmann currently
serves as a director and as
Executive Vice President, Chief
Legal Officer and Secretary of
various affiliates of EPCO Inc., For 2007, each independent
Richard H. 54/ Director since
Public 5 0 including Enterprise Products GP, manager will receive the following 2007 Proxy
Bachmann 2006/ Expires 2008
LLC, the general partner of compensation: A $40,000 annual
Enterprise Products Partners L.P., a cash retainer. A common unit award
publicly traded midstream energy under our long-term incentive plan
company, and EPE Holdings LLC, with a value of $75,000, such award
the general partner of Enterprise GP to vest on March 1, 2008 and to be
Holdings L.P., a publicly traded forfeited on a pro-rata basis if
midstream energy company holding service as a manager terminates
company. Mr. Bachmann also prior to March 1, 2008. The number
serves as President and Chief of common units granted will be
Executive Officer of the general computed based on the average
partner of Duncan Energy Partners closing price of our common units on
L.P., a publicly traded midstream the NYSE Arca for the 20 trading
energy company and also an affiliate days through the date of grant,
rounded to the nearest unit.
Distributions on the restricted
common units will be made at the
time such distributions are made to
other holders of common units. A
grant of 1,781 restricted common
units was made to each independent
manager on September 14, 2007. A
$2,500 fee for each Board meeting
attended (and each committee
meeting attended that occurs on a
day when there is no Board
meeting). Reasonable travel
expenses to attend meetings. The
independent manager who serves as
the chair of the Audit Committee will
prior to March 1, 2008. The number
of common units granted will be
computed based on the average
closing price of our common units on
the NYSE Arca for the 20 trading
days through the date of grant,
rounded to the nearest unit.
Mr. Langdon currently is the
Distributions on the restricted
President and Chief Executive
common units will be made at the
Officer of Matris Exploration
time such distributions are made to
Company, a privately held
other holders of common units. A
exploration and production
grant of 1,781 restricted common
company. From 1997 until 2002, Mr.
units was made to each independent
Langdon served as Executive Vice
manager on September 14, 2007. A
President and Chief Financial Officer
$2,500 fee for each Board meeting
of EEX Corporation, a publicly
attended (and each committee
traded exploration and production
meeting attended that occurs on a
company that merged with Newfield
day when there is no Board
Exploration Company in 2002. Prior
meeting). Reasonable travel
to that, Mr. Langdon held various
expenses to attend meetings. The
positions with the Pennzoil
Richard S. 57/ Director since independent manager who serves as
Companies from 1991 to 1996,
Langdon 2006/ Expires 2008 the chair of the Audit Committee will
including Executive Vice
receive an additional $10,000 annual
President—International
cash retainer.
Marketing—Pennzoil Products
Company; Senior Vice
President—Business
Development—Pennzoil Company;
and Senior Vice
President—Commercial &
Control—Pennzoil Exploration &
Production Company. Langdon also
serves as a director of Gasco
Energy, Inc., a publicly traded
exploration and production
company.
Mr. Seitz is also currently Vice
Chairman of the Board of Endeavour
International Corporation, a publicly
traded oil and gas exploration and
production company, and a director
for ION Geophysical Corporation,
f/k/a Input Output, Inc., a publicly
traded provider of seismic products
and services. Mr. Seitz is also a
member of the Compensation
Committee for ION Geophysical
Corporation. In February 2004, Mr.
Seitz co-founded Endeavour
International Corporation and served
as its co-Chief Executive Officer until
55/ Director since September 2006. Prior to founding
John N. Seitz
2006/ Expires 2008 Endeavour International Corporation,
Mr. Seitz served as Chief Executive
Officer, President and Chief
Operating Officer of Anadarko
Petroleum Corporation from January
2002 to March 2003, and prior to
being named Chief Executive
Officer, President and Chief
Operating Officer, Mr. Seitz was the
Chief Operating Officer and
President of Anadarko Petroleum
Corporation beginning in 1999. Mr.
Seitz also served as Anadarko
Petroleum Corporation‘s Executive
Vice President, Exploration and
Production and as a member of its
board of directors from 1997 to
He also serves as Co-President and
CEO of Constellation Energy
Commodities Group, Inc., or CCG,
and Senior Vice President of
Constellation Energy Group, Inc., or
Constellation, positions to which he
was appointed in August 2005 and
October 2006, respectively. Mr.
Dawson joined Constellation in April
2001, initially as Managing
Director—Co-Head Origination for
CCG, and subsequently held
positions as Managing
Felix J. 40/ Director since
Director—Portfolio Management for
Dawson 2006/ Expires 2008
CCG and Co-Chief Commercial
Officer for CCG before obtaining his
current position at CCG. Prior to
joining Constellation, Mr. Dawson
was Vice President—Origination in
Goldman Sachs‘ Fixed Income
Currency and Commodities division
and was a key member of the
Goldman Sachs team that worked in
partnership with Constellation to
develop its energy marketing and
trading business. Mr. Dawson joined
Goldman Sachs in 1997.
Mr. Collins also serves as Chief
Financial Officer, Chief Risk Officer
and Executive Vice President of
Constellation, positions that he has
held since May 2007, December
2001 and July 2007, respectively.
Mr. Collins also serves as a member
of Constellation‘s Management
Committee. Prior to serving in his
current positions, Mr. Collins was
50/ Director since Managing Director—Finance and
John R. Collins
2006/ Expires 2008 Treasurer of Constellation Power
Source Holdings, Inc. from January
2000 to December 2001. From
February 1997 to December 2001,
Mr. Collins served as the senior
financial officer of CCG. Mr. Collins
currently serves as the Chairman of
the Board of the Committee of Chief
Risk Officers, an energy industry
association of risk management
professionals.
Audit Committee: Mr. Langdon is Chairman, and Messrs. Seitz and Bachmann.
Compensation Committee: Mr. Seitz is Chairman, and Messrs. Bachmann and Langdon.
Conflicts Committee: Mr. Seitz is Chairman, and Messrs. Bachmann and Langdon.
Corporate Governance and Nominating Committee: Mr. Seitz is Chairman, and Messrs. Bachmann and Langdon.
CHINDEX INTERNATIONAL, INC.
7201 WISCONSIN AVENUE
BETHESDA, MARYLAND 20814
www.chindex.com
(301) 215-7777
Number Number Last
Public or Names of Business Background
of of Female Age/Term/Expiration Board Compensation Updated/
Private Directors Information
Directors Directors Source
Mr. Nilsson has served as a Director Cash Compensation to Board
of the Company since January Members: Effective October 1,
1996 and the Chairman of the Board 2006, each director who is not
of the Company since October an employee of the Company
2004. Mr. Nilsson formerly served is paid, for serving on the
as President of Cooper Board of Directors, a retainer
Laboratories, Inc.; President of at the rate of $10,000 per
Cooper Lasersonics, Inc.; annum and an additional
A. Kenneth 74/ Director since 1996/
Public 7 4 Managing Director of Pfizer Taito $2,500 for each meeting of the 2007 Proxy
Nilsson Expires 2008
Ltd.; President of Max Factor, Company‘s stockholders
Japan; and Chairman of the attended, $1,000 for each
Monterey Institute of International meeting of the Board of
Studies. Mr. Nilsson received a Directors attended and $750
B.A. degree from the University of for each meeting of a
Southern California and an M.A. committee of the Board of
degree from the University of Directors attended. Equity
California. Compensation to Board
Members: The Company
grants Restricted Stock to its
outside directors on an annual
basis. During fiscal 2007, each
outside director was granted
3,000 shares of Restricted
Stock. These shares vest
ratably at the first, second and
third anniversaries of the grant
date. Other: Board members
are reimbursed for reasonable
expenses in attending
meetings of the Board of
Directors and for expenses
incurred in connection with
their complying with our
corporate governance policies.
meeting of the Board of
Directors attended and $750
for each meeting of a
committee of the Board of
Directors attended. Equity
Compensation to Board
Members: The Company
Ms. Lipson served as the Chairman grants Restricted Stock to its
of the Board of Directors from outside directors on an annual
1981 until 2004 and has served as basis. During fiscal 2007, each
the Chief Executive Officer since outside director was granted
1981. From 1979 until founding the 3,000 shares of Restricted
Company in 1981, Ms. Lipson was Stock. These shares vest
employed in China by Sobin ratably at the first, second and
Chemical, Inc., a worldwide trading third anniversaries of the grant
company, as Marketing Manager, date. Other: Board members
52/ Director since 1981/ are reimbursed for reasonable
Roberta Lipson coordinating marketing and sales
Expires 2008 expenses in attending
of various equipment in China. Ms.
Lipson was employed by Schering- meetings of the Board of
Plough Corp. in the area of product Directors and for expenses
marketing until 1979. Ms. Lipson incurred in connection with
received a B.A. degree in East their complying with our
Asian Studies from Brandeis corporate governance policies.
University and an MBA degree from The Company also provides
Columbia University Graduate directors‘ and officers‘ liability
School of Business. insurance and indemnity
agreements for our directors.
Ms. Silverberg has served as the
Company's Executive Vice
President and Secretary and as a
Director since that time. Prior to
founding the Company, from 1980
to 1981, Ms. Silverberg worked with
Elyse Beth 50/ Director since 1981/ Ms. Lipson at Sobin Chemical, Inc.
Silverberg Expires 2008 and was an intern in China with the
National Council for U.S.-China
Trade from 1979 to 1980. Ms.
Silverberg received a B.A. degree
in Chinese Studies and History from
the State University of New York at
Albany.
Mr. Pembe joined the Company in
1984 and has served as Executive
Vice President of Finance since
January 1996. From 1986 until
1996,
Mr. Pemble served as Vice
President of Marketing. From 1986
through April 1992 and September
Lawrence 50/ Director since 1984/ 1993 to the present, Mr. Pemble
Pemble Expires 2008 has also served as a Director of the
Company. Prior to joining the
Company, Mr. Pemble was
employed by China Books and
Periodicals, Inc. as Manager, East
Coast Center. Mr. Pemble received
a B.A. degree in Chinese Studies
and Linguistics from the State
University of New York at Albany.
Mr. Oestreicher has been a
partner with the law firm of
Oestreicher & Ennis, LLP and its
predecessor firms for thirty years,
engaging primarily in estate, tax
Julius Y. 77/ Director since 1996/
and business law. Mr.
Oestreicher Expires 2008
Oestreicher received a B.S. degree
in Business Administration from
City College of New York and a
J.D. degree from Fordham
University School of Law.
Ms. Kaufman has been Vice
President and Chief Administrative
Officer of The Cooper Companies,
a medical device company, since
October 1995 and was elected Vice
President of Legal Affairs in March
1996 and was elected Senior Vice
President in October 2004. From
January 1989 through September
Carol R. 58/ Director since 2000/
1995, she served as Vice
Kaufman Expires 2008
President, Secretary and Chief
Administrative Officer of Cooper
Development Company, a
healthcare and consumer products
company that was a former affiliate
of The Cooper Companies. Ms.
Kaufman received her
undergraduate degree from Boston
University.
From 2000 to 2001, Ms. Harris
served as Business Development
Manager for Frog Design Inc., an
international industrial design firm.
During 2001, Ms. Harris was a
Product Development Contractor for
Johnson Controls, Inc., a designer
and manufacturer of automotive and
facilities interior systems. During
2002, Ms. Harris was a Senior
LicensingManager for Illumigen
Biosciences, Inc., which is in the
business of proprietary genetic
technologies. In 2003, Ms. Harris
40/ Director sicne 2004/
Holli Harris was a Financial Analyst with Amgen
Expires 2008
Inc., an international biotechnology
and pharmaceutical firm. Currently,
Ms. Harris is a Manager for Corbis
Corporation, which is an
international visual and image
solutions provider. In addition, Ms.
Harris previously worked for the
U.S. State Department at the U.S.
Embassy in Moscow. Ms. Harris has
a dual degree in Russian and
International Relations from the
University of California – Davis and
an MBA in Finance from the
University of Michigan.
The current members of our audit committee are Ms. Harris (Chair), Ms. Kaufman, Mr. Oestreicher and Mr. Nilsson
The current members of our compensation committee are Mr. Oestreicher (Chair), Ms. Kaufman and Mr. Nilsson
The current members of the governance and nominating committee are Mr. Nilsson (Chair) and Mr. Oestreicher
Choice Hotels International, Inc.
10750 Columbia Pike
Silver Spring, MD 20901
www.choicehotels.com
(888) 770-6800
Number Number of Last
Public or Names of
of Female Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
He has served as Chairman of hte
Board of Choice Hotels From March
1987 to November 1996 and since
October 1997. He has served as
Chairman of the Board of Sunburst
Hospitality Corporation since
Novermber 1996. He was a director of
Manor Care, Inc. from September 1998
to September 2002, serving as
Chairman from September 1998 until An annual retainer of restricted
Stewart Bainum 61/ Since 1997/ Expires
Public 9 1 September 2001. From March 1987 to stock with a fair market value of 2008 Proxy
Jr. 2008
September 1998, he was Chairman $80,000, which vests in three
and Chief Executive Officer of the annual installments beginning
former Manor Care, Inc. (now known as one year after the grant date.
Manor Care of America, Inc.) He $2,000 for each Board or
served as President of Manor Care of committee meeting attended in
America, Inc. and Cheif Executive person; $1,000 for each
Officer of ManorCare Health Services, committee meeting attended
Inc. from March 1987 to September telephonically. $3,000 for the
1998, and as Vice Chairman of Manor chair of each committee meeting
Care of America, Inc. from June 1982 chaired in person, $1,500 for
each committee meeting chaired
telephonically. $1,000 for the lead
independent director for each
meeting chaired by the lead
independent director. $5,000
annual retainer for the Audit
Committee chairman. A restricted
stock grant at the time of his or
her initial election with a fair
market value of $50,000, which
vests in three annual installments
beginning one year after the grant
date. Expenses of attending
$2,000 for each Board or
committee meeting attended in
person; $1,000 for each
committee meeting attended
telephonically. $3,000 for the
chair of each committee meeting
chaired in person, $1,500 for
Since January 1995, Mr. Shames is an each committee meeting chaired
independent management consultant to telephonically. $1,000 for the lead
consumer goods and services independent director for each
companies, advising on management meeting chaired by the lead
and marketing strategy. Since 1996 he independent director. $5,000
has been a Lecturer at the University of annual retainer for the Audit
Virginia's Darden Graduate School of Committee chairman. A restricted
Business. From December 1993 to stock grant at the time of his or
January 1995, Mr. Shames served as her initial election with a fair
the Chief Executive Officer of Borden, market value of $50,000, which
Inc. and was President and Chief vests in three annual installments
67/ Since 2002/ Expires Operating Officer of Borden, nc. from
Ervin R. Shames beginning one year after the grant
2008 July 1993 until Devember 1993. He date. Expenses of attending
served as President and Chief Board and Committee meetings.
Executive Officer of Stride Rite
Corporation from 1990 to 1992, then
served as its Chairman, President and
Chief Executive Officer until 1993.
From 1967 to 1989, he served in
various management position with
General Foods and Kraft Foods. Mr.
Shames serves as a director of Online
Recsources Corporation and as a
director of Select Comfort Corporation.
President, Consumer Card Services
Group for American Express Travel
Related Services, Inc. since 2001. Mr.
Smith joined American Express in 1978
and has held positions of increasing
responsibility within the company. His
49/ Since 2004/ Expires prior positions include serving as
Gordon A. Smith Executive Vice President of Operations
2008
and Reengineering for the Latin
America and Caribbean region, as well
as senior positions in the U.S. Credit
and Fraud operations, at Amex Life
Insurance Company and in the
international card and Travelers
Cheque businesses.
Senior Vice President, Circuit City
Stores, Inc. and President of Circuit
City Direct since March 2003; Senior
VP of Marketing at Circuit City Stores,
Inc. Novermber 2000 to March 2003;
Cheif Marketing Officer, Stick
Networks, Inc. January to November
42/ Since 2004/ Expires 2000; Vice President, Marketing &
Fiona Dias
2009 Development of Frito-Lay Company
from January 1999 to January 2000;
VP of Corporate Development at
Penzoil Quaker State Company from
May 1996 to December 1998. Prior to
1996, she held various brand
management positions with The
Proctor and Gamble Company.
Director since 1998. President, Cheif
Executive Officer and Director of the
Company since August, 1998;
President and Chief Operating Officer
of St. Joe Company from Debruary
1998 to August 1998, Senior Vice
President and Chief Financial Officer of
St. Joe Company from May 1997 to
Charles A. 57/ Since 1998/ Expires
February 1998; Senior Vice President
Ledsinger, Jr. 2009
and Chief Financial Officer of Harrah's
Entertainment, Inc. from June 1995 to
May 1997; Senior Vice President and
Chief Financial Officer of Promus
Companies Incorporated from August
1990 to June 1995. Mr. Ledsinger is a
director of FelCor Lodging Trust, Inc.
and TBC Corporation.
Since 1993, he has served as a
member of the board of directors of
Realty Investment Company, a real
estate management and investment
company, and Commonweal
Scott A. 38/ Director since 2008/ Foundation, a non-profit whose mission
Renschler Expires 2009 is the education of disadvantaged
youth. He is also a director, since 2001,
of the Mental Wellness Foundation, a
grant-making organization that supports
mental health and educational services
for at-risk and underserved people.
He has served as President and Chief
Executive Officer of CareFirst, Inc.
since 1998; President and Chief
56/ Since 2000/ Expires
William L. Jews Executive Officer of Blue Cross and
2010
Blue Shielf of Maryland, Inc. until 1998.
Mr. Jews is a director of Ryland Group,
Inc., MBNA and Ecolab, Inc.
Vice Chairman of Perseus LLC since
April 2000; Managing Partner of Arthur
Andersen‘s Mid-
John T. 68/Director since Atlantic region 1989 to 2000; head of
Schwieters 2005/Expires 2010 Arthur Andersen‘s tax practice from
1974 to 1989. Mr. Schwieters is a
director of the Danaher Corporation,
Manor
Care, Inc., and Smithfield Foods, Inc.
Chairman of the advisory board for the
Kemmons Wilson School of Hospitality
and Resort Management at the
University of Memphis since 2004;
Chairman of Advisory Board of
CoachQuote.com from June 2004 to
2005; Chairman, Chief Executive
Officer and Co-founder of ResortQuest
International from 1997 to November
68/Director since March 2003; Executive Vice President and
David C. Sullivan Chief Operating Officer for Promus
2006/Expires 2010
Hotel Corporation from 1993 to 1997;
Senior Vice President, Hotel Group, for
Promus Companies, Inc., from 1990 to
1993; Chief Executive
Officer, McNeill Sullivan Hospitality
Corp. from 1985 to 1990. Prior to 1985
he held various officer positions with
Holiday Inns, Inc., and American
Express Co. Mr. Sullivan is a director of
Winston Hotels.
Compensation Committee: Ervin R. Shames (Chairman), David C. Sullivan, Gordon A. Smith
Audit Committee: David C. Sullivan, Ervin R. Shames, John T. Schwieters (Chairman)
Nominating and Corporate Governance Committee: Ervin R. Shames, Fiona Dias, John T. Schwieters (Chairman)
Diversity Committee: Fiona Dias (Chair), Gordon A. Smith, William L. Jews
CIENA Corp. 1201
Winterson Road Linthicum,
Maryland 21090 www.ciena.com
(410) 865-4999
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
He was Chairman of the Board and CEO
of Ciena from October 2000 to May 2001,
and was President, CEO and Director
from April 1994 to October 2000; he Annual Retainer for Each Non-
serves as a Trustee for the California Employee Director - $25,000.
Patrick H. 64/Director since Institute of Technology and also serves Additional Lead Outside
Public 9 2 2008 Proxy
Nettles 2001/Expires in 2010 on the Advisory Board to the President at Director Retainer - $7,500.
Georgia Institute of Technology; he also Audit Committee Chairperson
serves on the board of directors of Retainer - $20,000. Other
Axcelis Technologies, Inc., Carrius Committee Chairperson
Technologies, Inc. and The Progressive Retainer - $7,500. Board
Corporation. Meeting Attendance - $1,500.
Board Meeting Attendance
(telephonic) - $500.
Audit Committee Meeting
Attendance (in person) -
$2,000, (Chairperson) -
$2,000, (Chairperson)- $2,000
(other directors). Other
Committee Meeting
Attendance (in person) -
$1,000 (Chairperson) - $1,000
(Chairperson). All Committee
Meeting Attendance (Special
Mtf.) - $500.
Director Retainer - $7,500.
Audit Committee Chairperson
Retainer - $20,000. Other
Committee Chairperson
Retainer - $7,500. Board
Meeting Attendance - $1,500.
He has served as Ciena‘s President and Board Meeting Attendance
CEO since May 2001; served as (telephonic) - $500.
President and COO from October 2000 to Audit Committee Meeting
May 2001; served as Ciena‘s Senior Vice Attendance (in person) -
President, COO from August 1999 to $2,000, (Chairperson) -
October 2000, as Senior Vice President, $2,000, (Chairperson)- $2,000
Worldwide Sales from September 1998 to (other directors). Other
47/Director since August 1999, and was previously Vice Committee Meeting
Gary B. Smith Attendance (in person) -
2000/Expires in 2011 President of International Sales upon
joining Ciena in November 1997; he $1,000 (Chairperson) - $1,000
currently serves on the board of directors (Chairperson). All Committee
for CommVault Systems, Inc. and the Meeting Attendance (Special
American Electronics Association, and Mtf.) - $500.
also serves as a commissioner for the
Global Information Infrastructure
Commission.
He is the William Ziegler Professor of
Business Administration and teaches
Competitive and Corporate Strategy in
the Advanced Management Program at
the Harvard Business School; a member
of the Harvard faculty since 1968, he is
Stephen P. 66/Director since
also Chairman of Harvard‘s Executive
Bradley, PhD 1998/Expires in 2009
Program in Competition and Strategy:
Building and Sustaining Competitive
Advantage; he serves on the board of
directors of the Risk Management
Foundation of the Harvard Medical
Institutions and Ameriss Corporation
He is a general partner of InterWest
Partners, a venture capital firm in Menlo
Park, California that he joined in 1985;
69/Director
serves on the board of directors of
Harvey B. Cash since1994/Expires in
i2 Technologies Inc., Silicon Laboratories,
2011
Inc., First Acceptance Corp., Airspan
Networks, Inc., Staktek Holdings, Inc.,
Voyence Inc. and Resolution EBS Inc.
Mr. Claflin served as president and Chief
Executive Officer of 3Com Corporation,
from January 2001 until his retirement in
February 2006. Mr. Claflin joined 3Com
as President and Chief Operating Officer
in August 1998. Prior to 3Com, Mr. Claflin
served as Senior Vice President and
General Manager, Sales and Marketing,
for Digital Equipment Corporation. Mr.
56/ Director since 2006/
Bruce L. Clafin Claflin also worked for 22 years at IBM,
Expires 2009
where he held various sales, marketing
and management positions, including
general manager of IBM PC Company‘s
worldwide research and development,
product and brand management, as well
as president of IBM PC Company
Americas. Mr. Claflin also serves on the
board of directors of Advanced Micro
Devices.
She has served as Director of the Royal
Academy of Arts in London since October
2002; she resigned from her position with
the Royal Academy of Arts in December
2004 and anticipates departing in the first
half of 2005; she was an investment
54/Director since
Lawton W. Fitt banker with Goldman Sachs & Co. from
2000/Expires in 2010
1979 to October 2002, where she was a
partner from 1994 and a managing
director from 1996 to October 2002; she
is a trustee of the Darden School
Foundation and a director of Reuters PLC
and Citizens Communications Company.
She is a Managing Director at Incubic
Venture Funds, a venture capital firm in
Mountain View, California, since February
2001; from 1984 until 2001, she was a
partner with Wilson Sonsini Goodrich &
Rosati, where she specialized in
Judith M. 57/Director since
corporate finance, mergers and
O'Brien 2000/Expires in 2011
acquisitions and general corporate
matters; serves on the board of directors
of Arcturus Bioscience, Inc., GeoVector
Corporation, Grandis Inc., Memec Group
Holdings Limited and Mistletoe
Technologies, Inc.
He has been Chairman of Rowny Capital,
a private equity firm, since 1999. From
1994 to 1999, and previously from 1983
to 1986; he was with MCI
Communications in positions including
Michael J. 57/Director since President and CEO of MCI‘s International
Rowny 2004/Expires in 2010 Ventures, Alliances and Correspondent
group, acting CFO, Senior Vice President
of Finance, and Treasurer; he serves on
the board of directors of Intelliden
Corporation, Llamagraphics, Inc. and is
chairman of Step 9 Software Corporation.
He has served as a Managing Member of
Mortonsgroup, LLC, a private equity
group that invests in and works with early
66/Director since stage technology companies, since
Gerald H. Taylor
2000/Expires in 2009 January 2000. From 1996 to 1998; he
was CEO of MCI Communications
Corporation; he serves on the board of
directors of Lafarge North America Inc.
Audit Committee: Stephen P. Bradley, Ph.D., Bruce L. Claflin, Lawton W. Fitt (Chairperson), Michael J. Rowny
Compensation Committee: Harvey B. Cash, Judith M. O'Brien (Chairperson), Gerald H. Taylor
Governance and Nominations Committee: Stephen P. Bradley, Ph.D., Harvey B. Cash (Chairperson), Judith M.
O'Brien
CELSION CORPORATION
10220-L Old Columbia Rd
Columbia, MD 21046-2364
www.celsion.com (410)
290-5390
Public Number of Last
Number of
or Female Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Directors
Private Directors Source
Mr. Weaver was appointed Senior
Vice President and Chief Financial
Officer of Sirna Therapeutics, Inc on
February 13, 2006. From 2002 to
2005 he was Vice President, Chief
Financial Officer and Secretary of
Nastech Pharmaceutical Company
Inc. (NASDAQ: NSTK). Prior to
joining Nastech, Mr. Weaver held the
positions of Vice President, Strategic
Development, and Vice President
and Chief Financial Officer of Ilex
Oncology, Inc., an oncology-focused
biopharmaceutical company from
52/ Director since 2005/ During the year ended December
Public 5 0 Gregory Weaver 1999 to 2002. During his tenure at
Expires 2011 31, 2007, each director who was 2008 Proxy
Ilex, Mr. Weaver was involved in a
not also an officer of the
series of strategic financings and
Company received annual cash
acquisitions. Prior to Ilex, Mr. Weaver
compensation in the amount of
held several senior financial
$25,000 payable quarterly, and
management positions, including
an additional $1,000 for
Vice President and Chief Financial
attendance at special meetings of
Officer of Prism Technologies, a
the Board of Directors and each
medical device company, and Chief
meeting of a2008 committee of
Financial Officer of a division of
the Board of Directors that was
Fidelity Capital. Mr. Weaver received
not held in conjunction with a
a B.A. in accounting from Trinity
meeting of the Board of Directors.
University in San Antonio, Texas, and
In addition, on March 19, 2007
an M.B.A. in finance from Boston
the Company issued 5,896
College. He also served in the United
shares of common stock to Dr.
States Air Force. Mr. Weaver
Link as a retainer for his services
as Chairman of the Board of
Directors for the fiscal year ended
December 31, 2007. Each other
nonexecutive director is
reimbursed for his out-of-pocket
costs of attending meetings of the
Board of Directors and of
committees of the Board of
Directors. Additionally, the
Chairman of the Audit Committee
received an additional annual
cash fee of $8,000 and the
Chairman of the Compensation
the Board of Directors that was
not held in conjunction with a
meeting of the Board of Directors.
In addition, on March 19, 2007
the Company issued 5,896
shares of common stock to Dr.
Link as a retainer for his services
Dr. Chow has served as the Chief as Chairman of the Board of
Executive Officer of Harmony Asset Directors for the fiscal year ended
Limited since 1996, a publicly listed December 31, 2007. Each other
investment company specializing in nonexecutive director is
China and Hong Kong. He also reimbursed for his out-of-pocket
serves as the Chief Executive Officer costs of attending meetings of the
of Pacific Life Science Holdings Board of Directors and of
Limited. From 1990-1998, Dr. Chow committees of the Board of
was the Chief Executive Officer of Directors. Additionally, the
Allied Group of Companies based in Chairman of the Audit Committee
Hong Kong. Prior to this, Dr. Chow received an additional annual
held increasingly senior positions with cash fee of $8,000 and the
Brunswick Corporation and Outboard Chairman of the Compensation
55/ Director since 2007/ Marine Corporation. Dr. Chow has Committee received an additional
Dr. Augustine Chow
Expires 2011 held numerous directorships of listed annual cash fee of $5,000.
and non-listed companies, principally
in Hong Kong, China and the UK. He
has also participated and managed
over fifty direct investments in China.
Dr. Chow holds a M.Sc. from London
Business School, a Ph.D. in Transfer
of Technology from the University of
South Australia, a DBA in Internet
Research from Southern Cross
University, and an Engineering
Doctorate in Commercialization of
Radical Innovation from the City
University of Hong Kong.
He is currently Chairman and Chief
Executive Officer of QRxPharma Pty
Ltd., a development stage
biopharmaceutical company and a
Visiting Scientist at the
Massachusetts Institute of
Technology (MIT). He also serves as
a director of ResMed (NYSE:RMD),
Transition Therapeutics Inc.
(CDNX:TTH), Peplin Ltd (ASX:PEP),
Protiveris Inc., and CTour A/S. From
1995 to 2001, Dr. Pace was
President and Chief Executive Officer
60/ Director since 2002 / of RTP Pharma and, from 2000 to
Dr. Gary W. Pace 2002, Dr. Pace was Chairman and
Expires 2009
Chief Executive Officer of Waratah
Pharmaceuticals Inc., a spin-off
company from RTP Pharma. From
1993 to 1994, he was the founding
President and Chief Executive Officer
of Transcend Therapeutics Inc.
(formerly Free Radical Sciences Inc.),
a biopharmaceutical company. From
1989 to 1993, he was Senior Vice
President of Clintec International,
Inc., a Baxter/Nestle joint venture and
manufacturer of clinical nutritional
products. Dr. Pace holds a B.S. with
honors from the University of New
Prior to joining the Company and for
the period from February 2005 to
December 2006, Mr. Tardugno
served as Senior Vice President and
General Manager of Mylan
Technologies Inc, a subsidiary of
Mylan Laboratories. Before Mylan,
from 1998 to 2005, Mr. Tardugno
was Executive Vice President of
Michael H. 56/ Director since 2007/ Songbird Hearing, Inc. From 1996 to
Tardugno Expires 2010 1998 he was Senior Vice President of
Technical Operations for the
ConvaTec division of Bristol-Myers
Squibb, and from 1977 to 1995 he
held increasingly senior positions with
Bausch & Lomb and Abbott
Laboratories. Mr. Tardugno holds a
B.S. degree from St. Bonaventure
University and completed the Harvard
Business School, Program for
Management Development.
Dr. Link has served as a director of
the Company since 1997 and has
been the Chairman of the Board of
Directors since October 2001. Dr.
Link currently provides consulting and
advisory services to a number of
pharmaceutical and biotechnology
companies. From 1993 to 1994, Dr.
Link served as Chief Executive
Officer of Corange, Ltd., a life
science company that was
subsequently acquired by Hoffman-
LaRoche. From 1971 to 1993, Dr.
Link served in numerous positions
67/ Director since
Max E. Link with Sandoz Pharma AG, culminating
1997/Expires 2010
in his appointment as Chairman of
their Board of Directors in 1992.
From 2001 to 2003, Dr. Link served
as Chairman and Chief Executive
Officer of Centerpulse Ltd. Dr. Link
currently serves on the Boards of
Directors of Human Genome
Sciences, Inc. (Nasdaq:HGSI),
Alexion Pharmaceuticals, Inc.
(Nasdaq:ALXN), Access
Pharmaceuticals, Inc. (AMEX: AKC),
Protein Design Labs, Inc. (Nasdaq:
PDLI), and Discovery Laboratories,
Inc. (Nasdaq:DSCO). Dr. Link holds a
Mr. Weaver (Chairman) and Drs. Link and Chow, each of whom is independent under the applicable rules of The American Stock
Exchange and rule 10A-3 under the Securities and Exchange Act of 1934 currently serve on the Audit Committee.
Drs. Pace (Chairman), Mr. Weaver, and Dr. Link currently comprise the Compensation Committee.
The current members of the Nominating and Governance Committee are Drs. Pace and Link, each of whom is deemed to be
independent under applicable NASDAQ rules.
CommerceFirst Bancorp, Inc.
1804 West Street, Suite 200
Annapolis, Maryland 21401
www.commerce1st.com
(410) 280-6695
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
Mr. Morgan is President and Chief Executive
Officer of CommerceFirst Bank and
CommerceFirst Bancorp. From 1997 until Directors of the Company and
July 1999, he was a cabinet level advisor to Bank received compensation
the Anne Arundel County Executive on for membership on the Board
issues relating to the economy and economic or attendance at Board or
development, and was President and Chief committee meetings in 2007.
Executive Officer of Anne Arundel Economic Directors of the Company and
Development Corporation. From 1990 to the Bank (excluding Messrs
1997, Mr. Morgan served as President and Jernigan, II, Morgan and
Chief Executive Officer of Annapolis National Thomas) were paid $100 per
Bank. He has over 36 years of banking and meeting attended, except for
financial management experience. He held Mr. Hurtt, the Chair of the Audit
60/ Director since inception/
Public 9 0 Richard J. Morgan leadership roles in commercial lending at Committee, who received $150 2008 Proxy
Expires 2009
Marine Midland Bank (now HSBC) from 1970 per meeting when serving in
though 1977 and with Maryland National that capacity. The Company
Bank (now Bank of America) from 1977 to does not currently maintain any
1982. He held the positions of Chief plans pursuant to which stock
Financial Officer of Phillips Corporation and options, restricted stock or
Toddson Corporation from 1982 to 1990. He other equity based plans may
has served on numerous community boards, be awarded to directors. The
commissions and community service groups, Company does not maintain
including as Board member and Assistant any pension, retirement or
Treasurer of the Anne Arundel Medical deferred compensation plans in
Center; Board member and past Chair of which directors may participate.
United Way of Anne Arundel County; Board
and Executive Committee as well as 2004
Mr. Mitchell is currently retired. He was the
President of Mitchell Business Equipment,
Inc., with which he served for over 20 years
until its sale in 1988. Mr. Mitchell was one of
the original organizers and directors of
Commerce Bank. Mr. Mitchell is active in
65/ Director since 2003/
Robert R. Mitchell local service and civic organizations,
Expires 2009
including membership in Rotary International
for 20 years, service on the Prince George's
Salvation Army Local Board for 15 years and
membership in the Anne Arundel Junior Golf
Association for six years. Mr. Mitchell is a
resident of Anne Arundel County.
Mr. Watts is the owner of Plan Management,
a supplier of insurance and employee
benefits plans. Mr. Watts was appointed to
the Board of Directors of the Company in
65/ Director since 2005/ September 2005 to fill a vacancy in the class
Jerome A. Watts
Expires 2009 of 2008, and has served as a director of the
Bank since its organization. Mr. Watts was
one of the original organizers and directors of
Commerce Bank. Mr. Watts is a resident of
Washington, DC.
Mr. Thomas is Executive Vice President and
Chief Operating and Financial Officer of
CommerceFirst Bank and CommerceFirst
Bancorp. From 1989 through 1999, he
served as Executive Vice President and
67/ Director since inception/ Treasurer (chief operating and financial
Lamont Thomas officer) and as a director of Commerce Bank.
Expires 2009
From 1976 through 1989, Mr. Thomas
managed numerous corporate functions of
Citizens Bank of Maryland, a then $1.8 billion
commercial bank in the Washington D.C.
area. Mr. Thomas is a resident of Howard
County.
Mr. Howlin is the Chairman and Chief
Executive Officer of Howlin Realty
Management, Inc., a real estate holding,
management and development firm, and of
Edward B. Howlin, Inc., a management and
holding company, and of its subsidiary
companies, Dunkirk Supply, Inc. and Howlin
Edward B. Howlin, 71/ Director since inception/ Concrete, Inc. In addition to real estate
Jr. Expires 2009 management and development, the Howlin
companies construct residential subdivisions
and design, manufacture and sell
construction components, systems and
supplies to various commercial, residential
and government projects, primarily in
Southern Maryland. Mr. Howlin is a resident
of Anne Arundel County.
Mr. Hurtt is the founder and President of
Charles L. Hurtt, Jr., P.A., a certified public
accounting firm located in Pasadena,
Maryland. Mr. Hurtt has been involved in
several charitable and civic organizations,
including organizations involved in youth
Charles L. Hurtt, 61/ Director since 2003/ programs in Prince George's County. Mr.
Jr., CPA Expires 2009 Hurtt is also active in several professional
associations, including past or present
memberships in the Maryland Society of
Accountants, the National Society of
Accountants and the Maryland Association of
Certified Public Accountants. Mr. Hurtt is a
resident of Anne Arundel County.
Mr. Shenk is the President of Whitmore
Group, a communications company
headquartered in Annapolis, Maryland. Mr.
George C. Shenk, 55/ Director since 2006/
Shenk was appointed to the Board of
Jr. Expires 2009
Directors of the Company in July 2006 to fill a
vacancy in the class of 2009. Mr. Shenk is a
resident of Anne Arundel County.
Mr. Jernigan is an attorney engaged in
private practice since 1982, is a co-founder
and co-managing principal of the law firm of
McNamee, Hosea, Jernigan, Kim, Greenan
& Walker, P.A. He is the Resident Principal-
in-Charge of the firm's Annapolis office. Mr.
Jernigan was one of the founding organizers
and members of the Board of Directors of
the former Commerce Bank in College Park,
Milton D. Jernigan, 53/Director since inception/ Maryland. He served as General Counsel to
II Expires 2009 Commerce Bank from its organization in
1989 until its acquisition by MainStreet
BankGroup (now a part of BB&T
Corporation) in December 1997. Mr.
Jernigan is a resident of Annapolis, Maryland
and is active in local bar associations,
chambers of commerce, service and civic
organizations, including the Annapolis Rotary
Club, the Annapolitan Club and service on
the Board of Directors of the Annapolis and
Anne Arundel County Chamber of
Until his retirement in April 2000, Mr.
Richardson was President of Branch Electric
Supply Company, a position he had held
since 1968. Mr. Richardson is also the
President of Crofton Bowling Center, is a
partner in numerous real estate investment
John A. 64/ Director since 2003/ partnerships located throughout Anne
Richardson, Sr. Expires 2009 Arundel and Prince George's Counties,
continues to work as a consultant, and
manages real estate. Mr. Richardson is a
member of the National Bowling Proprietors
Association and serves on the Board of
Directors of Archbishop Spaulding High
School. Mr. Richardson is a resident of Anne
Arundel County.
The Audit Committee is currently comprised of Mr. Hurtt (Chairman) and Messrs. Mitchell and Richardson.
The nominating committee consisting of all of the members of the Board of Directors who are "independent directors" within the meaning of NASD Rule 4200(a)(15).
The Compensation Committee is currently comprised of Mr. Shenk (Chairman) and Messrs. Howlin, Mitchell, Richardson and Watts.
4200(a)(15).
CARROLLTON BANCORP 344
North Charles Street, Suite 300 Baltimore,
Maryland 21201 www.carrolltonbank.com
(410) 536-7386
Number
Public Number Last
of Names of
or of Age/Term/Expiration Business Background Information Board Compensation Updated/
Female Directors
Private Directors Source
Directors
has served as a director of the Bank, since June
1994, and of the Company since October 1995.
Directors who are not employees
49/ Since 1994/ Expires Mr. Breeden is currently a managing member of
Public 12 0 Steven K. Breeden of the Bank received a monthly 2008 Proxy
2009 Security Development LLC and related real
retainer fee of $1,000 for Board
estate and development companies, a position
meetings and an additional $300
he has held since 1980.
for attending the Board meeting
He has served as a director of the Bank since and between $200 and $600 for
February 2002 and of the Company since each committee meeting attended.
Harold I. 56/ Since 2002/ Expires February 2002. Since 1984, Mr. Hackerman has The Chairman of the Board of the
Hackerman 2009 been Vice President of Ellin & Tucker, a certified Bank received a monthly fee of
public accounting firm, and has provided audit, $1,450. Directors do not receive
accounting and consulting services since 1973. additional fees for their service as
Klein has served as a director of the Bank since directors of the Company. In
March 1999 and of the Company since April addition, each non-employee
1999. Mr. Klein has been Vice President and director serving on the board of
49/ Since 1999/ Expires
Howard S. Klein General Counsel for Klein‘s Super Markets, a directors on the date of the Annual
2009
family operated chain of seven full serve Meeting receives, pursuant to the
supermarkets and related development and 2007 Equity Plan, a grant of 300
operating companies since 1987. shares of unrestricted stock. The
Directors Deferred Compensation
Plan was frozen as of 1990. No
new participants have entered the
Plan since 1990. No new grants
will be made under the 1998 Plan.
However, incentive stock options
issued under this plan will remain
outstanding until exercised or until
the tenth anniversary of the grant
date of such options. Options have
a maximum term of ten years and
an exercise price that may not be
less than 100% of the closing price
addition, each non-employee
director serving on the board of
directors on the date of the Annual
Meeting receives, pursuant to the
2007 Equity Plan, a grant of 300
shares of unrestricted stock. The
Directors Deferred Compensation
Counselman has served as a director of the Bank
Plan was frozen as of 1990. No
since April 1985 and of the Company since its
new participants have entered the
inception in 1990. Mr. Counselman was elected
Plan since 1990. No new grants
Chairman of the Board of the Company in
Albert R. 59/ Since 1985/ Expires will be made under the 1998 Plan.
January 2002. He has been President of Riggs,
Counselman 2009 However, incentive stock options
Counselman, Michaels & Downes, Inc., an
issued under this plan will remain
insurance brokerage firm, since September 1987,
outstanding until exercised or until
and served in various executive positions with
the tenth anniversary of the grant
that firm from 1972 to September 1987.
date of such options. Options have
has served as a director of the Bank since March a maximum term of ten years and
1999, and the Company since May 1999. He has an exercise price that may not be
been President and CEO of Eastern Sales & less than 100% of the closing price
Engineering, an electrical contracting and service of the common stock on the date
51/ Since 1999/ Expires
David P. Hessler maintenance firm, since 1987 and was Vice of the grant. Director‘s options are
2009
President from 1986 to 1987. Mr. Hessler has included in the computation of
been Vice President of Advanced Petroleum share dilution.
Equipment, a distributorship, since its inception in
1998.
has served as a director of the Bank since 1955
and of the Company since its inception in 1990.
He has been a partner in the law firm of Rogers,
Moore and Rogers, counsel to the Bank, since
1950. He has been Chairman of the Board of The
Security Title Guarantee Corporation of Baltimore
since
William C. Rogers, 81/ Since 1955/ Expires 1989 and a director since 1952, and was
Jr. 2009 President from 1970 until March 1989. Mr.
Rogers is President of Maryland Mortgage
Company where he has been a director since
1953. He is also President of Moreland Memorial
Park Cemetery, Inc. where he has been a
director since 1959. He is the brother of John
Paul Rogers, a director of the Bank
and the Company.
currently is serving as a director of Carrollton
Bank (‗‗the Bank‘‘), the principal subsidiary of the
Company, and the Company beginning with his
appointment in 2001. He has been the
59/ Since 2001/ Expires
Robert J. Aumiller Executive Vice President and General Counsel of
2009
MacKenzie Commercial Real Estate Services,
LLC involved in brokerage and real estate
development of various commercial real estate
projects, since 1983.
currently is serving as a director of the Bank and
the Company beginning with his appointment in
2001. He is the Executive Vice President of the
Plexus Corporation, a network engineering
70/ Since 2001/ Expires corporation, since August 2004. Prior to August
Ben F. Mason
2009 2004, Mr. Mason served as the Executive
Director of the Baltimore City Chamber of
Commerce, a member business association that
promotes business development within Baltimore
City, since 1993.
currently is serving as a director of the Bank and
the Company beginning with his appointment in
Charles E. Moore, 58/ Since 2001/ Expires 2001. He has been the Co-Founder, Director,
Jr. 2009 President and CFO of TelAtlantic, a consolidation
of rural telephone companies across the United
States, since 1999.
Francis X. Ryan has served as a director of the
Bank and of the Company since January 25,
2007 when he was appointed by the Board of
Directors to fill the vacancy on the Board created
by the resignation of John P. Hauswald who
resigned as a director in January, 2007. Since
1991, Mr. Ryan has served as President of F.X.
Ryan & Associates, Ltd., a management
56/ Director since 2007/ consulting firm. Under applicable law, since Mr.
Francis X. Ryan
Expires 2009 Ryan was appointed as a director by the Board of
Directors to fill a vacancy on the Board of
Directors, he can serve only until the annual
meeting of shareholders following his
appointment unless he is elected by the
shareholders to fill the remainder of the term of
Mr. Hauswald. If Mr. Ryan is elected as a
director, he will serve for a term expiring at the
Annual Meeting of Shareholders in 2009.
William L. Hermann has served as a director of
the Bank and the Company since April, 2006
when he was appointed by the Board of Directors
to fill the vacancy in the class of directors whose
term expires in 2008 created by the increase in
the number of directors from 11 to 12. Mr.
Herman is a retired certified public accountant;
and, since 1981, the founder and Chief Executive
Officer of William L. Hermann, Inc., a financial
management and consulting company. Under
67/ Director since 2006/ applicable law, since Mr. Hermann was appointed
William L. Hermann
Expires 2009 as a director by the Board of Directors after the
2006 annual meeting of shareholders to fill a
vacancy on the Board of Directors, Mr. Hermann
can serve only until the annual meeting of
shareholders following his appointment unless he
is elected by the shareholders to fill the
remainder of the term of the class of directors in
which the vacancy occurs. If Mr. Hermann is
elected as a director by the shareholders, he will
serve for a term expiring at the Annual Meeting of
Shareholders in 2008.
has served as director of the Bank since 1970
and of the Company since its inception in 1990.
Mr. Rogers has been Chairman of the Bank since
February 1994. He was a partner of the law firm
of Rogers, Moore and Rogers, counsel of the
Bank, from 1970 until 1992. Mr. Rogers was
72/ Since 1970/ Expires senior title officer of The
John Paul Rogers
2009 Security Title Guarantee Corporation of Baltimore
from May 1991 until December 1992, having
served as President from March 1989 until May
1991, and as Executive Vice President from
March 1970 until March 1989. He is the brother
of William C. Rogers, Jr., a director of the Bank
and the Company.
The Audit Committee is composed of Messrs. Moore, Chairman, Hackerman, Hermann, Hessler and Klein.
The Compensation Committee is composed of Messrs. Hermann, Chairman, Breeden, Hackerman, and Moore.
The Nominating/Corporate Governance Committee is composed of Messrs. Hessler, Chairman, Breeden, and Moore.
CapitalSource, Inc.
4445 Willard Avenue
12th Floor
Chevy Chase, MD 20815
www.capitalsource.com
(301) 841-2700
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
Mr. Byrnes has been a private investor
since January 2001. From June 1999
until September 2005, Mr. Byrnes
served as founder and Chairman of The compensation program for
Pulpfree, dba BuzzMetrics. From Company‘s outside directors
January 2000 until April 2000, Mr. consists of annual retainer fees,
Byrnes served as interim CEO of meeting fees and longterm
Meditrust Corp. From June 1999 until equity awards. The Company
December 2000, Mr. Byrnes was the currently pays its directors an
Chairman and CEO of Inceiba, LLC, a annual retainer fee of $25,000.
start-up incubator. Mr. Byrnes was Members of the Audit Committee
previously a Distinguished Teaching are paid an additional retainer
William G. 57/Director since 2003/
Public 10 1 Professor of Finance at Georgetown fee of $20,000, or $44,000 in the 2008 Proxy
Byrnes Expires 2009
University‘s McDonough School of case of the chairperson.
Business from August 1988 to May Members of certain other Board
1999. Mr. Byrnes served as a committees are paid an
Managing Director of Alex, Brown & additional retainer fee of $5,000
Sons from July 1981 until February for each committee on which
1998. Mr. Byrnes currently serves as they serve, or $7,500 in the case
non-executive Vice-Chairman and of the chairperson of each such
Lead Independent Director of the other committee. All retainer fees
Board of Sizeler Property Investors, a are generally paid within two
real estate investment trust, and is on weeks of our Annual Meeting of
the Board of Regents of Georgetown Stockholders. Each director also
University. receives $1,000 for each Board
meeting attended (in person or
telephonically), and members of
the Audit Committee and
members of certain other Board
committees are paid $2,000 and
$1,000, respectively, for each
meeting of their respective
of the chairperson of each such
other committee. All retainer fees
are generally paid within two
weeks of our Annual Meeting of
Stockholders. Each director also
receives $1,000 for each Board
meeting attended (in person or
Mr. Delaney is a co-founder of the telephonically), and members of
company and Chief Executive Officer. the Audit Committee and
From inception until reorganization as members of certain other Board
a corporation, Mr. Delaney served as committees are paid $2,000 and
44/Director since one of two Executive Managers. From $1,000, respectively, for each
inception in 1993 until its sale to Heller Financial in meeting of their respective
John K. Delaney committees attended (in person
2000/Chairman of the 1999, Mr. Delaney was the co-founder,
Board/Expires 2009 Chairman and Chief Executive Officer or telephonically). Meeting fees
of HealthCare Financial Partners, Inc., are paid quarterly.
a provider of commercial financing to
small and medium-sized healthcare
service companies.
Ms. Grootwassink has served as the
Chief Financial Officer of Washington
Real Estate Investment Trust since
May 2002, after joining the Trust in
December 2001 as Managing Director,
Finance and Capital Markets. From
1999 through 2001, Ms. Grootwassink
Sara L. 40/Director since 2004/ served as Vice President, Finance and
Grootwassink Expires 2009 Investor Relations at Corporate Office
Properties Trust and, previously, as
Equity Analyst at Johnston, Lemon &
Co. Ms. Grootwassink is a member of
the Strategic Planning Committee of
Washington Hospital Center and is a
chartered financial analyst and a
certified public accountant.
Mr. Steyer has been the Senior
Managing Member and acting chief
investment officer of Farallon Capital
Management, L.L.C. and Farallon
Partners, L.L.C. since their inception in
Thomas F. 50/Director since 2000/ 1986. Mr. Steyer is also a managing
Steyer Expires 2009 director of Hellman & Friedman, a San
Francisco-based private investment
firm. Prior to founding Farallon and
joining Hellman & Friedman in 1986,
Mr. Steyer worked for Goldman, Sachs
& Co. and Morgan Stanley & Co.
Mr. Fremder is a member of and a
consultant to Farallon Capital
Management, L.L.C. and Farallon
Partners, L.L.C. He served as a
managing member and Chief Financial
Andrew B. 46/Director since 2000/
Officer of Farallon until February 1,
Fremder Expires 2010
2003. Also, since April 1, 2003, he has
been a co-founder, President and
member of the board of directors of
East Bay College Fund, a private non-
profit corporation.
Mr. Nussdorf has been President and
Chief Operating Officer of Clark
Enterprises, Inc., a privately held
investment and real estate company
based in Bethesda, Maryland, since
Lawrence C. 61/ Director since 2007/ 1998. Also, since 1977 he has been
Nussdorf Expires 2010 Vice President and Treasurer of Clark
Construction Group, LLC, one of the
nation‘s largest privately owned
building contractors. Mr. Nussdorf
currently serves on the board of
directors of Pepco Holdings, Inc.
Mr. Hosler has served as Chief
Financial Officer of the Marcus &
Millichap Holding Companies, a
privately held investment and real
estate services company based in
Palo Alto, California since January
2008. Prior to that, from June 2007
through December 2007 and July 2006
until June 2007 he was a consultant to
and Chief Financial Officer of Mirion
Technologies, a privately held radiation
detection, measuring and monitoring
company based in San Ramon,
California. Previously, Mr. Hosler was
Chief Financial Officer of Catellus
C. William 45/ Director since 2008/ Development Corporation starting in
Hosler Expires 2010 1999 through its merger into Prologis,
each a real estate development and
operating company based in San
Francisco, California and Denver,
Colorado, respectively. Mr. Hosler has
been a member of our Board since
July 1, 2007. Mr. Hosler was
introduced and recommended to our
Nominating and Corporate
Governance Committee by one of our
independent directors as a prospective
director with broad expertise in the real
estate and financial services areas.
After Mr. Hosler had held favorable
discussions with Mr. Delaney and
indicated his willingness to serve on
our Board, the Nominating and
Mr. Eubankhas been a Managing
Partner of Wachovia Capital Partners,
LLC (formerly First Union Capital
Partners) since 1995. Prior to joining
Wachovia Capital Partners, he worked
Frederick W. 44/ Director since 2000/
in Wachovia‘s Specialized Industries
Eubank, II Expires 2011
Group (formerly First Union‘s
Specialized Industries Group). Mr.
Eubank currently serves on the board
of directors of Comsys IT Partners,
Inc.
Mr. Fish is a co-founder of the
company, Chief Investment Officer
and Vice Chairman of the Board.
Previously, Mr. Fish had been
President. From inception until
reorganization as a corporation, Mr.
Fish also served as one of two
Executive Managers. Prior to founding
CapitalSource, Mr. Fish was employed
from 1990 to 2000 by Farallon Capital
Management, L.L.C., serving as a
managing member from 1992 to 2000.
50/ Director since
Mr. Fish was responsible for the real
Jason M. Fish 2000/Vice Chairman of
estate activities of and was involved in
the Board/Expires 2011
both credit and private equity investing
for Farallon Capital Management,
L.L.C. and Farallon Partners, L.L.C.
and their affiliates. Before joining
Farallon, Mr. Fish worked at Lehman
Brothers Inc., where he was a Senior
Vice President responsible for its
financial institution investment banking
coverage on the West Coast. Mr. Fish
currently serves on the board of
directors of Town Sports International
Inc.
Mr. Hurd has been a Managing
Director of Madison Dearborn
Partners, LLC since 2000. From 1996
until 2000, Mr. Hurd served in various
38 Director since 2000/
Timothy M. Hurd capacities at Madison Dearborn
Expires 2011
Partners, LLC. Prior to joining Madison
Dearborn Partners in 1996, Mr. Hurd
was a financial analyst with Goldman,
Sachs & Co.
Our Audit Committee currently consists of William G. Byrnes, who serves as Chairman, Sara L. Grootwassink and Lawrence C. Nussdorf
Our Compensation Committee currently consists of Timothy M. Hurd, who serves as Chairman, Thomas F. Steyer, Frederick W. Eubank, II and C. William Hosler
Our Nominating and Corporate Governance Committee currently consists of Andrew B. Fremder, who serves as Chairman, and Sara L. Grootwassink
COSTAR GROUP, INC. 2
Bethesda Metro Center 10th
Floor Bethesda,
MD 20814 www.costar.com
(301) 215-8300
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
Michael R. Klein has been the Each director, other than the
Chairman of our Board of Directors Chairman of the Board and
since he and Mr. Florance founded the any employee director,
Company in 1987. He has been a receives $20,000 annually
partner of the law firm Wilmer Cutler as compensation for serving
66/Director since 1987/ Pickering Hale & Dorr, LLP since on the Company‘s Board.
Public 7 0 Michael R. Klein Attendance Fees. Each 2008 Proxy
Expires 2009 1974. Mr. Klein serves as Vice
Chairman of the Board of Directors of director, other than the
Perini Corporation and as a director of Chairman of the Board and
SRA International, Inc. Chairman of any employee director,
CoStar Group, Inc. Partner, Wilmer receives $2,000 for each
Cutler Pickering Hale & Dorr LLP. meeting of the Board
attended in person or by
telephone. Attendance fees
are not paid for special
meetings attended by
telephone or other similar
means of remote
communication. Chairman.
The Chairman of the Board
receives $120,000 annually
as compensation for
additional services that he is
required to perform in his
role as Chairman. Stock
Grants. Annually on the date
of the first Board meeting
following the annual meeting
of stockholders: (a) each
non-employee Board
member is entitled to
receive a restricted stock
Attendance Fees. Each
director, other than the
Chairman of the Board and
any employee director,
receives $2,000 for each
meeting of the Board
attended in person or by
Andrew C. Florance is one of our
telephone. Attendance fees
founders and has served as our
are not paid for special
President and as a director since 1987
meetings attended by
and as our Chief Executive Officer
telephone or other similar
since 1995. Prior to founding the
means of remote
Company, Mr. Florance held primary
communication. Chairman.
responsibility for developing the first
The Chairman of the Board
generation of software products for
receives $120,000 annually
Federal Filings, an SEC Form 13-D
Andrew C. 44/ Director since 1987/ as compensation for
tracking service, which was later
Florance Expires 2009 additional services that he is
acquired by Dow Jones. Mr. Florance
required to perform in his
was a co-founder of a commercial real
role as Chairman. Stock
estate information trade association
Grants. Annually on the date
(REI-NEX) and served on its board of
of the first Board meeting
directors from 1993 to 1996. Mr.
following the annual meeting
Florance also serves on the Board of
of stockholders: (a) each
Trustees of The St. Andrews School.
non-employee Board
He received a B.A. in economics from
member is entitled to
Princeton University. CEO & President,
receive a restricted stock
Bonderman is Inc.
David CoStar Group, a founding
grant worth at least $72,000
partner of Texas Pacific Group, a
on the date of grant; (b) the
private equity firm that includes TPG
Chairperson of the Audit
Partners, L.P., TPG Partners II, L.P.,
Committee is entitled to
TPG Partners III, L.P, and TPG
receive a restricted stock
Partners IV, L.P. He is an officer,
grant worth at least $30,000
director and shareholder of the
David 65/ Director since 1995/ on the date of grant; (c)
investment managers and general
Bonderman Expires 2009 each member of the Audit
partners of such funds. Mr.
Committee (other than the
Bonderman currently serves on the
Chairperson) is entitled to
board of directors of the following
receive a restricted stock
public companies: Ducati Motor
grant worth at least $15,000
Holding S.p.A.; Ryanair Holdings, plc,
on the date of grant; and (d)
of which he is Chairman; and Gemplus
the Chairperson of each of
International S.A.
the Compensation and
Principal, Texas Pacific Group.
Warren H. Haber has been, for more
than thirty years, Chairman of the
Board and Chief Executive Officer of
Founders Equity, Inc. and its affiliates,
private investment concerns. Mr.
Warren H. 67/ Director since 1995/ Haber is also Managing General
Haber Expires 2009 Partner of FEF Management Services,
LLC, which manages Founders Equity
SBIC I, L.P. Mr. Haber currently serves
on the board of directors of Warnex
Ltd. Chairman of the Board & CEO,
Founders Equity, Inc.
Josiah O. Low, III has been a Venture
Partner of Catterton Partners IV L.P.
since August 2001. Prior to that, Mr.
Low worked for 16 years at the
investment banking firm of Credit
Suisse First Boston (formerly
Donaldson, Lufkin & Jenrette), where
Josiah O. Low, 68/ Director since 1999/ he most recently served as Managing
III Expires 2009 Director/ Senior Advisor. Prior to
joining Credit Suisse First Boston in
1985, Mr. Low worked at Merrill Lynch,
Pierce, Fenner & Smith and was a
founding Managing Director of the
Merrill Lynch Capital Market Group in
1977. Venture Partner, Catterton
Partners IV L.P.
Christopher J. Nassetta has been the
President and Chief Executive Officer
of Host Marriott Corporation since May
2000. Mr. Nassetta joined Host
Marriott in 1995 as Executive Vice
President and was elected the Chief
Operating Officer in 1997. Prior to
joining Host Marriott, Mr. Nassetta
served as President of Bailey Realty
Corporation from 1991 until 1995, and
he had previously served as Chief
Christopher J. 45/ Director since 2002/ Development Officer and in various
Nassetta Expires 2009 other positions with The Oliver Carr
Company from 1984 through 1991. Mr.
Nassetta serves on the boards of
directors of Host Marriott, the Real
Estate Round Table and National
Association of Real Estate Investment
Trusts (NAREIT). He also serves on
the board of trustees and the
compensation committee of Prime
Group Realty Trust and as a member
of the McIntire School of Commerce
Advisory Board for the University of
Virginia. CEO & President, Host
Michael J. Glosserman is a Managing
Member of The JBG Companies, an
active investor, owner and developer in
the Washington, D.C. metropolitan
area‘s real estate market. Mr.
Glosserman has over 35 years of
experience in various aspects of
investment, development and
ownership of commercial and
residential real estate. Prior to joining
JBG in 1979, Mr. Glosserman worked
in commercial real estate and
Michael J. 62/ Director since 2008/ development with The Rouse
Glosserman Expires 2009 Company. Prior to his position at The
Rouse Company, Mr. Glosserman
began his career as a staff attorney for
the U.S. Department of Justice. He
serves as Board Chairman, The
National Building Museum; District
Council member, the Washington
Urban Land Institute District Council;
and Board Member of the Economic
Club of Washington, DC. Mr.
Glosserman received a B.S. in
Economics from The Wharton School
of the University of Pennsylvania, and
a J.D. from University of Texas Law
Audit Committee: Warren H. Haber, Josiah O. Low, III
Compensation Committee: Michael R. Klein, David Bonderman, Warren H. Haber, Christopher J. Nassetta
Nominating and Corporate Governance Committee: Michael R. Klein, Josiah O. Low, III, Christopher J. Nassetta
COVENTRY HEALTH CARE 6705
Rockledge Drive, Suite 900
Bethesda, MD 20817-1850
www.cvty.com 301-
581-0600
Number Number of
Public or Last
of Female Names of Directors Age/Term/Expiration Business Background Information Board Compensation
Private Updated
Directors Directors
He is a general partner of Warburg Upon joining the Board, new non-
Pincus & Co. and a Managing Director employee directors will receive a
of Warburg Pincus LLC, where he has one-time initial grant of a non-
been employed since 1993. He is a qualified stock option to
42/Director since
Public 11 1 Joel Ackerman director of Medical Staffing Network purchase 10,000 shares of Proxy 2008
1999/Expires in 2011
Holdings, Inc., a leading medical common stock vesting in equal
staffing company and provider of per amounts over four years at an
diem nurse staffing services, as well as exercise price equal to the
several privately held companies. closing market price on the date
of grant. Compensation for non-
employee directors elected to
the Board after January 1st will
be prorated.
The Board approved the 2006
Program and an amendment to
the 2004 Incentive Plan
providing for awards to
nonemployee directors (the
―Amendment‖), effective as of
January 1, 2006. The
stockholders approved the
Amendment at its annual
meeting held on May 18, 2006.
The Board set the annual
compensation under the 2006
Program at $225,000 to be
received as compensation for
participation in the Board‘s five
regularly scheduled meetings
and overall service as director,
but exclusive of committee and
special Board meeting fees and
qualified stock option to
purchase 10,000 shares of
common stock vesting in equal
amounts over four years at an
exercise price equal to the
closing market price on the date
He has been a director of Arcadian of grant. Compensation for non-
Management Services, Inc., a company employee directors elected to
that owns and manages rural health the Board after January 1st will
care provider networks, since July be prorated.
2001, and a director since October The Board approved the 2006
2002 of Valeant Pharmaceuticals Program and an amendment to
International (formerly ICN the 2004 Incentive Plan
Pharmaceuticals, Inc.), a global, providing for awards to
research-based pharmaceutical nonemployee directors (the
company that develops, manufactures, ―Amendment‖), effective as of
Lawrence N. 65/Director since distributes and sells pharmaceutical, January 1, 2006. The
Kugelman 1992/Expires in 2011 research and diagnostic products. stockholders approved the
Since 2003, he has been a Director of Amendment at its annual
AccentCare, Inc., a company which meeting held on May 18, 2006.
provides in-home health care and The Board set the annual
support services. Since March 2005 he compensation under the 2006
has been a director of LABONE, Inc., a Program at $225,000 to be
diagnostic services provider. Mr. received as compensation for
Kugelman has been a private investor participation in the Board‘s five
and business consultant since regularly scheduled meetings
October 1996. Prior to that, Mr. and overall service as director,
Kugelman served as of Company‘s
Chief Executive Officerthe our Company but exclusive of committee and
since January 2005. Prior to that he special Board meeting fees and
served as chair retainers, which are set
Executive Vice President, Chief forth in the table below. The non-
53/Director since 2005/ Financial Officer and Treasurer of our employee directors elected the
Dale B. Wolf form of payment (cash, restricted
Expires in 2011 Company from December 1996 to
December 2004. He is a stock, stock options or deferred
director and a member of the audit cash or deferred stock units)
committee of HealthExtras, Inc., a prior to the effective date of the
provider of pharmacy benefit 2006 Program.
management services and
Mr. Crandall previously served in
various management positions with
Kaiser Foundation Health Plan, Inc. and
Kaiser Foundation Hospitals, including
President and Chief Operating Officer
from March 2000 until his retirement in
June 2002, and Senior Vice President,
Finance and Administration, from June
1998 until March 2000. He is also a
member of the boards of directors of
66/Director since 2004/ UnionBanCal, a bank holding company
L. Dale Crandall
Expires in 2010 whose primary subsidiary is Union Bank
of California, a large California
commercial bank, Covad
Communications Group Inc., a provider
of high speed internet connectivity and
related communications services,
Ansell Limited, a global provider of
healthcare barrier protection products,
BEA Systems, an application
infrastructure software company, and a
trustee of four funds in the Dodge and
Ms. Tallett has been a Principal of
Hunter Partners, LLC, which provides
management services to developing life
sciences companies, since July 2002.
She was Chief Executive Officer of
Marshall Pharmaceuticals, Inc., a
specialty pharmaceutical company,
from November 2000 to January 2003.
She was President and Chief Executive
Officer of Dioscor, Inc., a
biopharmaceutical company, from May
1996 to July 2003. Ms. Tallett was
President and Chief Executive Officer of
59/Director since 1998/
Elizabeth E. Tallett Ellard Pharmaceuticals, Inc. and
Expires in 2010
Galenor, Inc., both biopharmaceutical
companies, from 1997 to 2000 and
1999 to 2000, respectively. Ms. Tallett
is also a director of IntegraMed
America, Inc., a health services
management company specializing in
fertility and assisted reproductive
technology, Principal Financial Group,
Inc., a global financial institution,
Varian, Inc., an analytical scientific
instruments company, Varian
Semiconductor Equipment Associates,
Inc., a semiconductor company, and
Immunicon Inc., a specialty diagnostics
has been a director of our Company
since October 1996 and has been
Chairman of the Board since January
2005. He was President and Chief
Executive Officer of our Company from
65/Director since
Allen F. Wise October 1996 to December 2004. He is
1996/Expires in 2010
a director and a member of the audit
committee of NCO Group, Inc., a
provider of accounts receivable
management and other outsourced
services.
He served as Chairman of the Board
from December 1995 to December
2004. Dr. Austin has been Chairman
and Chief Executive Officer of Arcadian
Management Services, Inc., a company
that owns and manages rural health
care provider networks and Medicare
63/Director since health maintenance organizations, since
John H. Austin, M.D.
1988/Expires in 2009 June 1997. From October 1994 through
March 1997, he was President of the
Professional Services Division of
Unihealth, a voluntary non-profit health
care network. From July 1992 to
October 1994, Dr. Austin was a self-
employed health care consultant and
from 1987 to 1992 was Executive Vice
He is a general partner of Warburg
Pincus and a Managing Director and
Senior Advisor of Warburg Pincus LLC,
where he has been employed since
1973. From June 1998 to present he
has served as a director of Scientific
Rodman W. 64/ Director since 1997/
Learning Corporation, a computer-
Moorhead, III Expires in 2009
based special education training
company. From 1992 to present he has
served as a director of Transkaryotic
Therapies, Inc., a biopharmaceutical
company. He is also a director of 4GL
School Solutions, a data management
company for schools.
Mr. Weglicki has been employed as a
managing member of ABS Partners,
L.P., the general partner of ABS Capital
Partners, a private equity fund, since
December 1993. Prior to December
1993, he was employed as a Managing
56/ Director since 2001/
Timothy T. Weglicki Director of Alex. Brown & Sons, where
Expires in 2009
he established and headed that firm‘s
capital markets group. He is a director
of a number of privately held information
technology and health care companies.
He is a trustee of Garrison Forest
School.
Mr. Mendelson is President of Avalere
Health LLC, a strategic advisory
company that provides guidance and
syndicated research for clients in the
healthcare industry, government and
43/Member since
Daniel N. Mendelson the not-for-profit sector. Prior to
2005/Expire 2009
founding Avalere Health in 2000, he
served as Associate Director for Health
at the White House Office of
Management and Budget in
Washington, D.C.
Committees:
The members of the Audit Committee are Lawrence N. Kugelman (Chair), L. Dale Crandall and Elizabeth E. Tallett.
The members of the Compensation Committee are L. Dale Crandall (Chair), Rodman W. Moorhead, III and Timothy T. Weglicki.
The members of the Nominating/Corporate Governance Committee are Joel Ackerman (Chair), Daniel N. Mendelson and Timothy T. Weglicki.
DIALYSIS CORPORATION OF AMERICA
1302 Concourse Drive, Suite 204
Linthicum, Maryland 21090
(410) 694-0500
www.dialysiscorporation.com
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
He is Chairman of the Board and was CEO of the Our policy is not to pay
Company until May 29, 2003. Mr. Langbein was the additional compensation to
Chairman of the Board, CEO and President of directors who are employees
Medicore, Inc., DCA‘s parent Company until the merger of our Company. Of our five
Thomas K. 62/ Director since
Public 5 0 of Medicore with and into DCA on September 21, 2005. directors, only Stephen W. 2008 Proxy
Langbein 1980/Expires in 2008 Everett is an employee.
Mr. Langbein is President, sole shareholder and
director of Todd & Company, Inc., an NASD member Thomas K. Langbein is
broker-dealer that is registered with the SEC. Todd & Chairman of the Board of
Company is currently inactive. Directors, and received a
stipend of $150,000 for 2007,
Mr. Everett has been involved in the healthcare industry plus certain perquisites
for over 26 years, primarily responsible for oversight, amounting to $5,562 (includes
51/Director since deal structuring, physician recruitment and practice automobile related expenses
Stephen W. of $1,606 and health and
2000/Chairman of the management in the renal healthcare field. He joined the
Everett dental insurance premiums of
Board/Expires in 2008 Company in November, 1998 as Vice President,
became Executive Vice President in June, 1999, $3,956) for an aggregate
President on March 1, 2000, and CEO on May 29, 2003 compensation of $155,562.
The Compensation
Committee recommends to
Mr. Trause is a senior commercial account specialist the board the stipend for Mr.
engaged in the marketing of commercial insurance Langbein, which has been
65/Director since
Robert W. Trause specializing in property and casualty insurance sales to increased to $200,000 for
1998/Expires in 2008
mid-to-large range companies. He has been affiliated 2008. Mr. Langbein has been
with an insurance agency in New Jersey since 1991. instrumental in the
Company‘s financing,
business strategy and growth,
and he devotes a substantial
amount of his time to the
Company. Messrs. Everett
and Langbein make the
compensation decisions for
the independent board
members, Messrs. Fischbein,
Committee recommends to
the board the stipend for Mr.
Langbein, which has been
increased to $200,000 for
2008. Mr. Langbein has been
instrumental in the
Company‘s financing,
Mr. Bienenstock is an attorney who has specialized in
business strategy and growth,
securities and corporate matters for over 30 years.
and he devotes a substantial
From September, 2000 through October, 2001 he was
amount of his time to the
a legal consultant with IDT Corp., a NYSE
Company. Messrs. Everett
telecommunications Company. He had been affiliated
Alexander 70/Director since and Langbein make the
with several law firms, and is currently a sole
Bienenstock 2001/Expires in 2008 compensation decisions for
practitioner and real estate broker. Mr. Bienenstock‘s
the independent board
background includes having been an adjunct assistant
members, Messrs. Fischbein,
professor in accounting and management at New York
Trause and Bienenstock, who
University, and, for approximately 10 years, Chief
are the members of the Audit,
Attorney, Branch of Small Issues of the New York
Compensation and
Mr. Fischbein is an attorney. He was a director of Nominating Committees.
Medicore, a position he held since 1984, until its merger These outside directors
Peter D. 68/Director since
with DCA in September 2005. Mr. Fischbein was a receive no compensation
Fischbein 2004/Expires in 2008
director of Viragen, Inc., a public Company and former from the Company other than
subsidiary of Medicore from 1981 to 2002. compensation as one of our
directors. No fees were paid
Audit Committee is comprised of Robert W. Trause, Alexander Bienenstock and Peter D. Fischbein.
Compensation Committee is comprised of Robert W. Trause, Alexander Bienenstock and Peter D. Fischbein.
Nominating and Corporate Governance Committee is comprised of Robert W. Trause, Alexander Bienenstock and Peter D. Fischbein.
Ms. McAvey has been a Senior Resident Fellow
and ULI/Klingbeil Family Chair for Urban
Development at the Urban Land Institute (―ULI‖)
in Washington, DC since 2001. ULI is a premier
research and education organization within the
real estate and land use industry. Ms. McAvey
was a member of the board of trustees of ULI
from 1995 to 2001. Prior to joining ULI, from
1998 to 2001, Ms. McAvey was Director,
Business Development, for Federal Realty
Investment Trust, an owner and manager of
Maureen L. 61/ Director since 2005/ retail developments and mixed-use
McAvey Expires 2008 developments and a publicly traded company
listed on the New York Stock Exchange. Ms.
McAvey also has served as the Director of
Development for the City of St. Louis, a cabinet
level position in the Mayor‘s office and she was
Executive Director of the St. Louis Development
Corporation. Prior to working for the city of St.
Louis, Ms. McAvey led the real estate consulting
practices in Boston for Deloitte & Touche and
Coopers & Lybrand. Ms. McAvey directed the
west coast operations of Carley Capital Group, a
national development firm and also has
experience as a private developer. Ms. McAvey
Audit Committee is comprised of Daniel J. Altobello, W. Robert Grafton (Chair), Gilbert T. Ray, and Maureen L. McAvey.
Compensation Committee is comprised of Daniel J. Altobello (Chair), W. Robert Grafton, Maureen L. McAvey, and Gilbert T. Ray.
Nominating and Corporate Governance Committee is comprised of three independent directors, Daniel J. Altobello, Maureen L. McAvey, W. Robert Grafton and Gilbert T. Ray (Chair).
EMERGENT BIOSOLUTIONS INC.
2273 RESEARCH BOULEVARD, SUITE 400
ROCKVILLE, MARYLAND 20850 301-
795-1877
http://www.emergentbiosolutions.com
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
Mr. El-Hibri has served as chief executive Under our director
officer and as chairman of our board of compensation program,
directors since June 2004. Mr. El-Hibri served we pay each of our non-
as president from March 2006 to April 2007. employee directors an
Mr. El-Hibri served as chief executive officer annual retainer of $20,000
and chairman of the board of directors of for service as a director.
BioPort Corporation from May 1998 until June Each non-employee
2004, when, as a result of our corporate director also receives a
reorganization, BioPort became a wholly owned fee for each board and
subsidiary of Emergent BioSolutions. We committee meeting
subsequently renamed BioPort as Emergent attended. The board
BioDefense Operations Lansing Inc. Mr. El- meeting fee is $1,500 for
Hibri served as chairman of Digicel Holdings, attendance in person and
49/ Director since 2004/ Ltd., a privately held telecommunications firm, $500 for attendance by
Public 7 0 Fuad El-Hibri 2008 Proxy
Expires 2010 from August 2000 to October 2006. He served telephone. The audit
as president of Digicel from August 2000 to committee meeting fee is
February 2005. Mr. El-Hibri has served as $1,500 for attendance in
chairman of East West Resources Corporation, person and $500 for
a venture capital and financial consulting firm, attendance by telephone.
since June 1990. He served as president of The compensation
East West Resources from September 1990 to committee meeting fee is
January 2004. Mr. El-Hibri is a member of the $1,000 for attendance in
board of trustees of American University, a person and $300 for
member of the board of directors of the attendance by telephone.
International Biomedical Research Alliance, an The nominating and
academic joint venture among the National corporate governance
Institutes of Health, or NIH, Oxford University committee meeting fee is
and Cambridge University, and a member of $1,000 for attendance in
person and $300 for
attendance by telephone.
The lead director receives
an additional annual
retainer of $10,000. Each
member of our audit
committee receives an
additional annual retainer
of $5,000. Each member
of our compensation
committee receives an
additional annual retainer
of $3,000. Each member
of our nominating and
corporate governance
person and $300 for
attendance by telephone.
The nominating and
corporate governance
committee meeting fee is
$1,000 for attendance in
Mr. Hauer has served as chief executive officer person and $300 for
of The Hauer Group, a consulting services firm, attendance by telephone.
since March 2006. Mr. Hauer served as senior The lead director receives
vice president and co-chair of the homeland an additional annual
security practice of Fleishman-Hillard retainer of $10,000. Each
Government Relations, a government relations member of our audit
service firm, from January 2005 to March 2006. committee receives an
Prior to joining Fleishman-Hillard, Mr. Hauer additional annual retainer
served as the director of Response to Disaster of $5,000. Each member
and Emergencies Institute and assistant of our compensation
professor at the George Washington University committee receives an
School of Public Health from November 2003 additional annual retainer
to December 2004. Mr. Hauer served as acting of $3,000. Each member
55/ Director since 2005/
Jerome M. Hauer assistant secretary for public health emergency of our nominating and
Expires 2010
preparedness of the U.S. Department of Health corporate governance
and Human Services, or HHS, from June 2002 committee receives an
to November 2003 and as director of the office annual retainer of $3,000.
of public health preparedness of HHS from We reimburse our non-
May 2002 to June 2002. He also served as employee directors for out-
managing director of the crisis and of-pocket expenses
consequence management group at Kroll incurred in connection with
Associates, a risk consulting firm, from October attending our board and
2000 to February 2002. Mr. Hauer served as committee meetings.
the first director of the New York City Mayor‘s Under the director
Office of Emergency Management under compensation program in
Mayor Rudolph Giuliani. He also served as the effect prior to the
director of Emergency Medical Services and completion of our initial
Mr. Richard has served as the president and
chief executive officer of the Cleveland
Foundation, the nation‘s oldest community
foundation, since June 2003. From August
2002 to February 2003, Mr. Richard served as
president of Stem Cell Preservation, Inc., a
start-up medical research company. After
leaving Stem Cell Preservation and prior to
joining Emergent BioSolutions, Mr. Richard
served as a strategic business advisor for
IGEN International, Inc., a biotechnology
company. Mr. Richard served as chief
51/ Director since 2001/ operating officer of In-Q-Tel, a venture capital
Ronald B. Richard
Expires 2010 fund that provides technologies to the Central
Intelligence Agency, from March 2001 to
August 2002. Prior to joining In-Q-Tel, Mr.
Richard served in various senior management
positions at Matsushita Electric Industrial Co., a
consumer electronics company. Mr. Richard is
a former U.S. foreign service officer. He served
in Osaka/Kobe, Japan and as a desk officer for
North Korean, Greek and Turkish affairs at the
U.S. Department of State in Washington, D.C.
Mr. Richard previously served as chairman of
the board of trustees of the International
Biomedical Research Alliance, an academic
Dr. Harsanyi has served as chief executive
officer and chairman of the board of directors
of Exponential Biotherapies Inc., a private
biotechnology company, since December
2004. Dr. Harsanyi served as president of
Porton International plc, a pharmaceutical and
vaccine company, from January 1983 to
December 2004. Dr. Harsanyi was a founder of
Dynport Vaccine Company LLC in September
1996. Prior to joining Porton International, Dr.
Zsolt Harsanyi, 63/ Director since 2004/ Harsanyi was vice president of corporate
Ph.D. Expires 2008 finance at E.F. Hutton, Inc. Previously, Dr.
Harsanyi directed the first assessment of
biotechnology for the U.S. Congress‘ Office of
Technology Assessment, served as a
consultant to the President‘s Commission for
the Study of Ethical Problems in Medicine and
Biomedical and Behavioral Research and was
on the faculties of Microbiology and Genetics at
Cornell Medical College. Dr. Harsanyi received
a Ph.D. from Albert Einstein College of
Medicine and a B.A. from Amherst College.
Mr. Allbaugh has served as president of
Ecosphere Systems, Inc., a subsidiary of
Ecosphere Technologies, a technology
company serving the homeland security,
disaster response and defense markets, since
September 2006. Mr. Allbaugh has served as
president and chief executive officer of The
Allbaugh Company, LLC, a corporate strategy
and consulting services firm, since March
2003. Mr. Allbaugh served as director of the
Federal Emergency Management Agency from
February 2001 to March 2003. Previously, Mr.
Allbaugh served as deputy secretary of
Joseph M. 54/ Director since 2004/
transportation of the Oklahoma Department of
Allbaugh Expires 2009
Transportation and manager of a number of
state and federal political campaigns. Mr.
Allbaugh serves on the boards of directors of
Citadel Security Software Inc., a publicly held
enterprise security software company, and
UltraStrip Systems, Inc., a publicly held
technology company in the defense, homeland
security and global ship repair markets. Mr.
Allbaugh also serves on the board of advisors
of Compressus Inc., a privately held software
company. Mr. Allbaugh received a B.A. in
political science from the Oklahoma State
University.
Dr. Bailey served as a news analyst for NBC
Universal, a media and entertainment
company, from November 2001 to August
2006. Previously, Dr. Bailey served as
Administrator, National Highway Traffic Safety
Administration, as Assistant Secretary of
Defense (Health Affairs) and as Deputy
64/ Director since 2007/
Dr. Sue Bailey Assistant Secretary of Defense (Clinical
Expires 2009
Services). Dr. Bailey is a former faculty
member at Georgetown Medical School and
U.S. Navy officer, having achieved the rank of
Lt. Commander, U.S. Navy Reserve. Dr. Bailey
received her D.O. from Philadelphia College of
Osteopathic Medicine and a B.S. from the
University of Maryland.
Dr. Sullivan has served as president emeritus
of Morehouse School of Medicine since July
2002. Dr. Sullivan served as president of
Morehouse School of Medicine from 1981 to
1989 and from 1993 to 2002. From 1989 to
1993, Dr. Sullivan was Secretary of HHS. Dr.
Sullivan serves on the boards of directors of
United Therapeutics Corporation, BioSante
Pharmaceuticals, Inhibitex, Inc. and Henry
Schein, Inc., all publicly held biotechnology
companies. He is a founder and chairman of
Medical Education for South African Blacks,
Louis W. Sullivan, 73/ Director since 2006/
Inc., a trustee of Morehouse School of
M.D. Expires 2008
Medicine and Africare, a director of the
National Center on Addiction and Substance
Abuse at Columbia University and chairman of
the board of trustees of the National Health
Museum, a non-profit institution developing a
museum of health sciences. Dr. Sullivan
recently retired from the boards of directors of
Bristol-Myers Squibb Company, 3-M
Corporation, Georgia Pacific
Corporation, Cigna Corporation and Equifax,
Inc. Dr. Sullivan received his M.D. from Boston
University and a B.S. from Morehouse College.
The members of our audit committee are Dr. Harsanyi, Dr. Sullivan and Mr. Richard. Dr. Harsanyi chairs the committee.
The members of our compensation committee are Dr. Harsanyi, Mr. Allbaugh and Mr. Richard. Mr. Richard chairs the committee.
The members of our nominating and corporate governance committee are Dr. Sullivan, Mr. Allbaugh, and Dr. Bailey. Dr. Sullivan chairs the committee.
Eagle Bancorp, Inc.
7815 Woodmont Avenue
Bethesda, Maryland 20814
www.eaglebankmd.com (301)-
986-1800
Number Number
Public or Names of
of of Female Age/Term/Expiration Business Background Information Board Compensation Source
Private Trustees
Trustees Trustees
Until retiring in 1993, Mr. Abel was
During 2007, each non-
partner-in-charge of the certified
employee director of the
public accounting firm of
Company and Bank, other
Kershenbaum, Abel, Kernus and
than Mr. Abel, received an
Wychulis, Rockville,Maryland with
annual retainer of $5,000 in
which he served for forty-five years.
cash ($7,500 if a member of
From October 1996, until resigning in
both the Bank and Company
September 1997, Mr. Abel was a
Board of Directors), plus a
member of the Board of Directors of
cash fee of $300 for each
F&M National Corporation (NYSE)
meeting of the Board of
and its wholly owned subsidiary, F&M
Directors of the Company, the
Bank- Allegiance, Bethesda,
Board of Directors of the Bank
Maryland, and prior to that time was
or a committee of the Board of
80/Director since Chairman of the Board of Allegiance
Public 9 0 Leonard L. Abel the Company or the Bank 2008 Proxy
inception/Expires 2008 Bank, N.A. (collectively with F&M
attended ($400 per meeting of
Bank - Allegiance, "Allegiance") and
a committee if serving as chair
its holding company Allegiance Banc
of the committee). Directors of
Corporation, from their organization
both the Company and the
until their acquisition by F&M
Bank are eligible to receive
National Corporation, which was
grants of options under the
subsequently acquired by BB&T
Company‘s stock option plans,
Corporation ("F&M"). Mr. Abel was
however, no options were
also Chairman of the Board of
issued to any non-employee
Directors of Central National Bank of
directors in 2007, and no
Maryland from 1968 until its
expense related to prior grants
acquisition in 1986 by Citizens Bank
to non-employee directors
of Maryland (now SunTrust Banks,
was recognized in 2007.
Inc.).
President of Washington Analysis,
Corp. and its predecessor firm,
Washington Analysis LLC, a leading
governmental policy investment
research group in Washington, D.C.,
since its inception in 1973. He has
served as Executive Managing
Director and Director of Research of
HSBC Securities, Inc., Director of
Leslie M. 64/Director since 2003/ Economic and Investment Research
Alperstein, Ph.D. Expires 2008 for NatWest Securities, Prudential
Securities, Shields Model Roland,
Inc. and Legg Mason & Co. His
professional memberships include
the National Association of Business
Economists, the National Economists
Club, and the Washington Society of
Investment Analysts. Mr. Alperstein
was appointed to the Board of
Directors in September 2003.
Mr. Dworken is the owner of Curtis
Chevrolet-Geo, an automobile
dealership in Washington, D.C. Mr.
Dworken was a Director of
Allegiance from 1987 until October
1997, and a director of Allegiance
Dudley C. 57/ Director since
Banc Corporation from 1988 until its
Dworken 1999/Expires 2008
acquisition by F&M. Mr. Dworken is
an active member of numerous
community, business, charitable and
educational institutions in the
Washington, D.C./Montgomery
County area.
President and Chief Executive
Officer of the Bank. Mr. Flynn has
over 30 years experience in the
banking industry in the Washington,
D.C. and Maryland region. Prior to
joining EagleBank in January 2004,
he was the Washington region
executive for Mercantile Bankshares
Corporation from April 2003. He
previously was the Director of
Strategic Planning for Allfirst
59/ Director since 2004/
Michael T. Flynn Financial, Inc., and prior to that held
Expires 2008
several executive level positions for
Bank of America and predecessor
companies. He has been involved in
community affairs throughout his
career, particularly educational
groups including the American
Institute of Banking and the Corcoran
College of Art & Design. He is a
Director of the Montgomery County
Workforce Investment Board and the
Maryland Banking School.
Mr. Margolisu is a graduate of
Dartmouth College and Yale Law
School, is a partner in The Margolius
Firm, a law firm in Washington, D.C.,
and until 2003 was a principal in the
law firm of Margolius, Mallios and
Rider, LLP. He specializes in estate
Philip N. 66/Director since 2003/ planning, probate, real estate, non-
Margolius Expires 2008 profit organizations. Mr. Margolius
has been an adjunct professor at the
Washington College of Law at
American University and lectures to
professional groups in the community
on estate planning. Washingtonian
Magazine named him one of the
area's leading real estate attorneys.
President and Vice Chairman of the
Board of Directors of the Company
and Chairman of the Board of
Directors of the Bank, and has
served in such positions since the
organization of the Company and the
Bank. Mr. Paul served as Interim
President of the Bank from
November 3, 2003 until January 26,
2004. Mr. Paul is President of Ronald
D. Paul Companies and RDP
Management, which are engaged in
the business of real estate
development and management
activities. Mr. Paul is a director of
51/ Director since Republic Properties Trust, a New
Ronald D. Paul
inception/ Expires 2008 York Stock Exchange listed real
estate investment trust. He is active
in private investments, including as
Chairman of Bethesda Investments,
Inc., a private venture capital fund.
Mr. Paul was a director of Allegiance
from 1990 until September 1997, and
a director of Allegiance Banc
Corporation from 1990 until its
acquisition by F&M, including serving
as Vice Chairman of the Board of
Directors from 1995. Mr. Paul is also
active in various charitable
organizations, including serving as
Vice Chairman of the Board of
Directors of the National Kidney
Foundation from 1996 to 1997, and
Mr. Rogers has been engaged in the
private practice of law since 1972
with the Rockville, Maryland based
firm Shulman, Rogers, Gandal,
Pordy & Ecker, P.A., of which he is a
partner. Mr. Rogers was a member
61/ Director since 2007/
Donald R. Rogers of the Board of Directors of
Expires 2008
Allegiance from 1987 until October
1997. Mr. Rogers has served as a
director of the Bank since its
organization, and was appointed to
the Board of Directors of the
Company in January 2007.
Mr. Goodman has been with The
Goodman, Gable, Gould Company,
the Maryland based public insurance
adjusting firm where he serves as
President, since 1977. He is a
director and past president of the
National Association of Public
Harvey M. 51/ Director since 2007/
Insurance Adjusters, and is a director
Goodman Expires 2008
and principal of Adjusters
International, a national public
adjusting firm. Mr. Goodman has
served as a director of the Bank
since its organization, and was
appointed to the Board of Directors
of the Company in January 2007.
Mr. Weinstein has served as
President of Syscom Services, Inc., a
technology consulting and integration
firm, since 1997. Previously, he
spent thirteen years with Automated
Digital Systems (ADS), an integrator
of duplication and fax technologies,
where he rose to president and
owner of the company (he sold ADS
to Alco Standard Corporation, which
became Ikon Office Solutions). Mr.
Leland M. 44/Director since April
Weinstein has been appointed to
Weinstein 2005/Expires 2008
advisory councils for Xerox,
Intel/Dialogic, Sharp Electronics,
Captaris/Rightfax, Murata Business
Systems, Brooktrout Technologies,
Panasonic Electronics and the
technology council of the American
Society of Association Executives
(ASAE). He sits on the Board of
Governors of the University of
Maryland Alumni Association and is
involved in numerous charities.
The Audit Committee of the Company is currently comprised of Mr. Dworken, the Chairman, and Messrs. Abel, Alperstein and Weinstein.
The Board of Directors has a standing nominating committee, consisting of all of the members of the Board of Directors who are ―independent
directors‖ within the meaning of NASDAQ Rule 4200(a)(15).
The Bank Compensation Committee is currently comprised of Mr. Blitz, the Chairman, and Messrs. Abel, Dworken, Natovitz, Paul, Rogers and
Weinstein.
ENTREMED, INC.
9640 Medical Center Drive
Rockville, Maryland 20850
www.entremed.com
(240) 864-2600
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
Since 1995, Mr. Tarnow has been an
advisor to and member of the boards
After review of director
of directors of several healthcare-
compensation information
related organizations in the U.S.,
provided by the Compensation
Canada and Europe, including Axcan
Committee‘s independent
Pharma. From 1995-2000, he was
consultant, and review of
President and CEO of Boston-based
relevant market data, on
Creative BioMolecules, Inc. Prior to
February 5, 2007, the Board
Michael M. 63/ Director since 2003/ 1995, he spent 22 years at Merck &
Public 8 1 approved the payment of 2008 Proxy
Tarnow Expires 2009 Co., Inc., where he served in a wide
annual cash retainers to non-
variety of positions including heading
employee Directors, other
corporate development, President and
than for Mr. Tarnow, in the
CEO of Merck Frosst Canada and
amount of $15,000, payable in
Executive Vice President of Merck-
one lump sum at each annual
Medco. Mr. Tarnow received his J.D.
meeting. The Director who
from the University of Illinois and his
serves as chair of the Audit
bachelor‘s degree from Wayne State
Committee will receive an
University.
additional $7,500 and each
Director of the Compensation
Committee and the
Nominating and Corporate
Governance Committee will
receive an additional $5,000.
Directors have the option to
receive shares of restricted
stock in lieu of their annual
cash retainer payment. If
elected, the shares of
restricted stock will be issued
under the 2001 Plan. In
addition, on February 5, 2007,
the Board approved the
payment of meeting fees to
amount of $15,000, payable in
one lump sum at each annual
meeting. The Director who
serves as chair of the Audit
Committee will receive an
additional $7,500 and each
He is the founder of Ronald Cape Director of the Compensation
Investment Management, LLC, a Committee and the
consulting firm, and was the co- Nominating and Corporate
founder of Cetus Corporation, a Governance Committee will
genetic engineering company, where receive an additional $5,000.
he was Chairman of the Board of Directors have the option to
Directors for 20 years until the receive shares of restricted
company merged with Chiron stock in lieu of their annual
Corporation in 1991. He was also a cash retainer payment. If
founding member of the Industrial elected, the shares of
Biotechnology Association (now the restricted stock will be issued
Biotechnology Industry Organization under the 2001 Plan. In
76/ Director since 2003/
Ronald Cape — BIO) and served as its President for addition, on February 5, 2007,
Expires 2009
three years. Since 199l, Dr. Cape has the Board approved the
been an investor in the field of payment of meeting fees to
biotechnology and a board member of non-employee Directors,
many companies. He was the founding including Mr. Tarnow, in the
Chairman of Darwin Molecular amount of $1,500 for each
Corporation, which was later sold to regularly scheduled Board
Chiroscience plc., and is Chairman meeting and $1,000 for each
and a Director of Caprion, Inc., Ellipsis committee meeting with a
Biotherapeutics Corporation, and duration of thirty minutes or
Neugenesis Corporation. He is also a more.
Director of Sunol Molecular
Corporation and Neurobiological
Donald S. Brooks has been one of
EntreMed‘s directors since April 1996
and was Vice President, Legal Affairs
from 1998 until August 2001. Between
1993 and 1998, Mr. Brooks was a
practicing attorney with the law firm of
Carella Byrne Bain Gilfillan Cecchi
Stewart and Olstein, Roseland, New
Jersey. Mr. Brooks continues to be of
counsel to the firm. Prior thereto, Mr.
Donald S. 72/ Director since 1996/
Brooks was employed by Merck and
Brooks Expires 2007
Co., Inc. for 27 years, most recently,
from 1986 to 1993, as Senior Counsel.
From 1980 to 1985, Mr. Brooks served
as a U.S. employer delegate to the
Chemical Industries Committee,
International Labor Organization in
Geneva, Switzerland. He currently
serves as a member of the Board of
Directors of BioDiem, Ltd., an
Australian biotechnology company.
From 2001-2003, Mr. Burns was a co-
founder and served as President and
as Executive Vice President of
MedPointe, Inc. From 2000-2001, he
served as a founder and Managing
Director of MedPointe Capital
Partners. Previously, Mr. Burns was a
founder, Chairman, President and
CEO of Osiris Therapeutics, Inc. He
has also been Vice Chairman of
HealthCare Investment Corporation
61/ Director since 2004/ and a founding General Partner of
James S. Burns
Expires 2008 Healthcare Ventures L.P.; Group
President at Becton Dickinson and
Company; and was Vice President and
Partner at Booz Allen & Hamilton, Inc.
Mr. Burns is Chairman of the
Executive Committee of the American
Type Culture Collection (ATCC), and a
Director of Ciphergen Biosystems, Inc.
He earned his BS and MS degrees in
biological sciences from the University
of Illinois and an MBA degree from
DePaul University.
Mr. Bush has been a principal of
Stuart Mill Capital, LLC, an Arlington,
Virginia-based investment firm since
1997. Since 2004, Mr. Bush has
served as Vice Chairman of Enhanced
Capital partners, LLC. From 1999 until
2002, Mr. Bush also served as Vice
President and Chief Financial Officer
of Sato Travel Holdings, Inc. Prior to
that, from 1994 through 1997, Mr.
Bush was Vice President-Corporate
Development of Sallie Mae
Corporation. Mr. Bush had a
successful 15-year career at the
51/ Director since 2003/
Dwight L. Bush Chase Manhattan Bank in 1979. His
Expires 2007
tenure at Chase included international
corporate banking assignments in
Latin America, Asia and the Middle
East, and corporate finance and
project finance in New York and
Washington, D.C. Mr. Bush serves on
the governing boards of several
organizations involved in industry,
education and the arts, including
Cornell University, The Vaccine Fund,
ICBC Broadcast Holdings, Inc, and
The National Symphony Orchestra.
Mr. Bush earned his bachelor‘s degree
from Cornell University.
Dr. Hunter-Cevera is the President of
the University of Maryland
Biotechnology Institute. Prior to joining
the University of Maryland in October
1999, Dr. Hunter-Cevera had been the
head of the Center for Environmental
Biotechnology at Lawrence Berkeley
National Laboratory between
November 1994 and October 1999,
Director of Fermentation, Research
Jennie C. 60/ Director since 2001/ and Development at Cetus
Hunter-Cevera Expires 2008 Corporation and a scientist at E.R.
Squibb and Company. Dr. Hunter-
Cevera was elected to the American
Academy of Microbiology in 1995, the
recipient of the 1996 SIM Charles
Porter Award, elected as a SIM Fellow
in 1997 and the 1999 Nath Lecturer at
West Virginia University. She is the
2004 recipient of the ASM Porter
Award for achievement in biodiversity
research.
Mr. Knight has been President of
Generation Investment Management
US, since August 2004. Prior to that,
he was President of Sage Venture
Partners, an investment company he
started in 2000. From 2000 – 2003 he
was a Managing Director of MetWest
Financial. In 1991 Mr. Knight helped
established the law firm of Wunder,
Knight. He practiced with this firm as a
partner until 1999. Mr. Knight also
served as the General Counsel of
Medicis Pharmaceutical from 1989 to
1991. Mr. Knight has held senior
57/ Director since 2000/ positions on the last four presidential
Peter S. Knight
Expires 2007 campaigns, including serving as the
campaign manager for the successful
1996 re-election of President Clinton.
From 1977 to 1989, Mr. Knight served
as Chief of Staff to Al Gore when Mr.
Gore was a member of the U.S.
House of Representatives and later
the U.S. Senate. Mr. Knight currently
serves as a director of Medicis
Pharmaceutical Corp. and
Pharmaceutical Resources, Inc. He is
also a director of Schroeders‘ mutual
fund and hedge fund family, a member
of the board of Duke University‘s Terry
Sanford Institute of Public Policy, a
Mark C. M. Randall has been a
director of the Company since April
1996. He has been CEO of
Commander Asset Management Ltd.
since May 2002. Prior to this
appointment he was associated with
Sarasin International Securities
Mark C. M. 45/ Director since 1996/ Limited, London, England, a wholly
Randall Expires 2008 owned subsidiary of Bank Sarasin and
Cie, a private bank based in
Switzerland, where he was a Director
since 1994 and Managing Director
since 1999. Mr. Randall also serves as
Chairman of Acorn Alternative
Strategies (Overseas) Ltd., an
investment fund company.
Audit Committee: Dwight L. Bush (Chair), Peter S. Knight, Mark C. M. Randall
Compensation Committee: Ronald Cape, Peter S. Knight, Mark C.M. Randall (Chairman)
Nominating/Corporate Governance Committee: Ronald Cape, Peter S. Knight (Chair)
FOUNDATION COAL HOLDINGS, INC.
999 Corporate Boulevard, Suite 300
Linthicum Heights, MD 21090-2227
www.foundationcoal.com
(410) 689-7500
Public Number Number Last
Names of
or of of Female Age/Term/Expiration Background Information Board Compensation Updated/
Directors
Private Directors Directors Source
James F. Roberts is our Chairman of the
board of directors, President and Chief
Annual Retainer $40,000: Chairman
Executive Officer. He was appointed to our
of the board of directors additional
board of directors in 2004. Prior to his current
$10,000 annually: Lead independent
position, Mr. Roberts had been President
director additional $10,000 annually:
and Chief Executive Officer of RAG
Audit committee chairman additional
American Coal Holding, Inc. since January
$10,000 annually: Other committee
1999. Mr. Roberts was President of
chairmen additional $5,000
CoalARBED International Trading from 1981
James F. 58/ Director since 2004/ annually: Per board of directors 2008
Public 8 0 to 1999, Chief Financial Officer of Leckie
Roberts Expires 2009 meeting additional $1,500: Per Proxy
Smokeless Coal Company from 1977 to
committee meeting additional
1981 and Vice President of Finance at Solar
$1,500: Initial equity compensation
Fuel Company from 1974 to 1977. Mr.
3,000 shares of restricted stock:
Roberts is a director of the National Mining
(1/5 vest each December 31st):
Association, where he is also vice-chairman.
Annual equity compensation: 1,500
In addition, Mr. Roberts is a director of the
shares of restricted stock:(1/3 vest
Center for Energy and Economic
each December 31st)
Development and a member of the executive
committee of the National Coal Council.
He serves as Chairman of our audit
committee and is our audit committee
financial expert. Mr. Crowley is a certified
public accountant and has recently served as
an independent business advisor to various
companies. Prior to his retirement in 2002,
Mr. Crowley had a thirty-two year career with
Arthur Andersen LLP, of which 16 years were
in Baltimore, Maryland, most recently serving
William J. 62/ Director since 2004/
for seven years as Managing Partner of the
Crowley, Jr. Expires 2009
Baltimore office. Mr. Crowley currently
serves as a director and member of the audit
committee of BioVeris Corporation (where he
serves as chairman of the audit committee)
and Provident Bankshares Corporation. He is
also a board member of the Baltimore Area
Council of Boy Scouts of America, Junior
Achievement of Central Maryland and the
Maryland Science Center.
He serves as the Chairman of the
compensation committee. He is a Senior
Managing Director in the Private Equity
Group of The Blackstone Group L.P., an
investment and advisory firm, which he
joined in 1995. Mr. Foley has been involved
in the execution of several of Blackstone‘s
investments and leads Blackstone‘s
40/ Director since 2004/
David I. Foley investment activities in the energy industry.
Expires 2009
Prior to joining Blackstone, Mr. Foley was an
employee of AEA Investors Inc. from 1991 to
1993 and a consultant with The Monitor
Company from 1989 to 1991. Mr. Foley
currently serves as a director of Kosmos
Energy Holdings, Mega Bloks Inc., Allied
Waste, Inc. and World Power Holdings GP,
Ltd.
Mr. Giftos also serves as a member of the
board of directors of Pacer International, Inc.
in which he is a member of its audit
committee and chair of its governance
committee. From 1985 to 2004, he served in
many executive positions with CSX
Corporation and its subsidiaries (―CSX‖).
From 2000 through 2004, Mr. Giftos served
P. Michael 61/ Director since 2005/ as CSX Transportation‘s Executive Vice
Giftos Expires 2009 President and Chief Commercial Officer. He
served as Senior Vice President and General
Counsel at CSX from 1990 through 2000.
From 1985 through 1989 he served as Vice
President and General Counsel at CSX. Mr.
Giftos received his law degree from the
University of Maryland and a Bachelor of Arts
in Political Science from George Washington
University.
Mr. Krueger is a Managing Director of First
Reserve Corporation, a private equity firm
focusing on the energy industry, which he
Alex T. 34/ Director since 2004/
joined in 1999. Prior to joining First Reserve
Krueger Expires 2009
Corporation, Mr. Krueger worked in the
Energy Group of Donaldson, Lufkin &
Jenrette from 1997 until 1999.
He has been a member of our board of
directors since 2005. He serves as the
Chairman of nominating and corporate
governance committee. He served as a
member of the board of directors of our
predecessor, RAG American Coal Holdings,
Inc., from 2000 to 2003. He is currently a
principal in a management consultant firm.
Mr. Richards was Executive Vice President
and Chief Administrative Officer with El Paso
Energy Corp. from 1996 until his retirement
in 2002. From 1990 through 1996 he served
Joel Richards, 61/ Director since 2005/
as Senior Vice President
III Expires 2009
Human Resources and Administration at El
Paso Natural Gas Company. He was Senior
Vice President Finance and Administration at
Meridian Minerals Company, where he
worked from 1985 to 1990. Prior to that, he
held various management and labor relations
positions at Burlington Northern, Inc., Union
Carbide Corporation and Boise Cascade
Corporation. Mr. Richards earned his
Bachelor of Science in Political Science and
Masters in Administration from Brigham
Young University.
He currently serves as Chairman of Shell
Canada‘s Mining Advisory Council. He is also
a member of the board of directors of
Bucyrus International, Inc. He began his
mining career in 1974 with Phelps Dodge
Corporation where he served as a Mining
Engineer. From 1975 to 1997 he held a
variety of operational and management
positions with the Kerr-McGee Corporation,
including General Manager of the Jacobs
Ranch Mine, General Manager of the Galatia
Robert C. 61/ Director since 2005/ Mine and Vice President Operations, Kerr-
Scharp Expires 2009 McGee Coal Corporation. Mr. Scharp served
as President of Kerr-McGee Coal
Corporation from 1991 until 1995 and Senior
Vice President, Oil and Gas Production for
Kerr-McGee Corporation from 1995 until
1997. From 1997 through 2000, Mr. Scharp
served as Chief Executive Officer, Shell Coal
Pty. Ltd in Brisbane, Australia and then
served as the Chief Executive Officer of
Anglo Coal Australia Pty. Ltd. until 2001. He
joined the board of directors of Horizon
Natural Resources, Inc. in early 2002, and
later that year became Chairman and Acting
He retired from American Electric Power
Company (―AEP‖) in 2004 where he had
served as Vice Chairman and Chief
Operating Officer. He served on the AEP
board of directors from 2000 to 2004. From
1990 until 2000 he held various executive
positions at Central and South West
Corporation (―CSW‖) including board
membership beginning from 1991 until CSW
was acquired by AEP in 2000. He was Chief
Executive Officer of Central Power and Light
Co. (―CPL‖ a CSW subsidiary) from 1987 to
Thomas V. 63/ Director since 2006/ 1990. Prior to 1987, Mr. Shockley‘s
Shockley, III Expires 2009 experiences included senior level
responsibilities at CPL and with several
energy companies engaged in the marketing
and transporting of natural gas and the
production and marketing of coal. Mr.
Shockley earned a BSEE from Texas A&M
University-Kingsville and a MSEE from The
University of Texas-Austin. He completed the
Harvard Advanced Management Program
and The University of Michigan Utility
Regulation Program. He serves on advisory
councils at The University of Texas
(Engineering and Natural Science) and the
Audit Committee: William J. Crowley, Jr. (Chair), P. Michael Giftos, Robert C. Scharp, Thomas V. Shockley, III
Our compensation committee currently consists of David I. Foley (Chair), Alex T. Krueger, Joel Richards, III, Thomas V. Shockley, III and P. Michael Giftos.
Our nominating and corporate governance committee currently consists of Joel Richards, III (Chair), William J. Crowley, Jr., P. Michael Giftos and Robert C. Scharp.
ert C. Scharp.
FORTRESS INTERNATIONAL
GROUP, INC.
9841 Broken Land Parkway
Columbia, Maryland 21046
(410) 312-9988
http://www.thefigi.com/
Number Number
Public or Names of Business Background Last
of of Female Age/Term/Expiration Board Compensation
Private Directors Information Updated
Directors Directors
From our inception through the During the 2006 fiscal year, we
closing of the acquisition, Mr. paid no compensation to our
Weiss had served as our Chief directors. On April 24, 2007, our
Executive Officer, President and a board of directors, by
member of our Board. He has unanimous vote, adopted a
over 35 years of experience in the compensation policy for our non-
information technology and employee directors, based on a
security market place. From 2002 recommendation of our
to August 1, 2004, Mr. Weiss was compensation committee. The
the Chief Executive Officer and compensation policy provides
President of System Detection, non-employee directors an
Inc., a software security company. annual grant of 10,000 shares
From 2000 to 2002, he served as of restricted stock under our
President of Engineering Systems 2006 Omnibus Incentive
Solutions, Inc., a security and Compensation Plan (the ―Plan‖)
64/ Director since
biometrics integration firm. During to be granted on or about May 1
Public 9 0 Harvey L. Weiss inception 2007/ Expires 2007 Proxy
1999, Mr. Weiss was the Chief of each calendar year (unless
2007
Executive Officer and President of the board determines
Global Integrity Corporation, a otherwise), and which vest over
SAIC subsidiary specializing in a two-year period with one-third
information security and served as of the shares vesting on the
a Director until the company was grant date, and each one-half of
sold in 2002. From 1996 to 1998, the balance of such shares
until sold to Network Associates, vesting on the first and second
Inc, Mr. Weiss was President of anniversaries of the grant date,
the Commercial Division, respectively. In addition, a new
Secretary and Director of Trusted member who joins the board of
Information Systems, Inc., a directors will be entitled to
NASDAQ-listed security network receive a one-time grant of
company. Prior to that time, from $100,000 worth of restricted
1994 to 1996, Mr. Weiss served stock under the Plan, based on
as President of Public Sector the closing price on the grant
date of our common stock on
the OTC Bulletin Board, or such
other recognized stock
exchange on which our
common stock trades. Such
shares will vest over a three-
year period, with one-third of
such shares vesting on each of
the first, second and third
anniversaries of the grant date.
Each non-employee director
member who joins the board of
directors will be entitled to
receive a one-time grant of
$100,000 worth of restricted
stock under the Plan, based on
the closing price on the grant
From our inception through the date of our common stock on
closing of the acquisition, Mr. the OTC Bulletin Board, or such
McMillen had served as our other recognized stock
Chairman of the Board. He has exchange on which our
over 18 years of experience in common stock trades. Such
government, finance and mergers shares will vest over a three-
and acquisitions. Mr. McMillen has year period, with one-third of
also served, since August 2005, such shares vesting on each of
as the President, Chief Executive the first, second and third
Officer and Chairman of the Board anniversaries of the grant date.
of Homeland Security Capital Each non-employee director
Corporation, a consolidator of shall also receive an annual
homeland security companies that retainer fee of $20,000 and
provides capital, management $3,000 for each in-person
advice and investments for board meeting attended and
54/ Director since
C. Thomas developing companies. Mr. $1,000 for each telephonic
inception - 2007/
McMillen McMillen co-founded Global board meeting attended. In
Expires 2008
Secure Corp., a homeland addition, each member of the
security company providing critical audit committee (except the
infrastructure services, in 2003, chairman) shall receive $10,000
and served as its Chief Executive per year and the chairman of
Officer until February 2004. From the audit committee shall
February 2004 until February receive $30,000 per year. Each
2005, Mr. McMillen served as a member of the compensation
consultant to Global Secure Corp. committee (except the
In addition, from October 2004 chairman) shall receive $5,000
through July 2005, he served as a per year and the chairman of
Chairman of the Board of Global the compensation committee
Defense Corporation, a shall receive $15,000 per year.
development stage company This non-employee director
focused on acquiring companies compensation policy became
in critical infrastructure security. effective on May 1, 2007.
From December 2003 to February
Mr. Rosato has over 25 years of
experience in mission-critical
service businesses. Since 2002,
he has served as the co-founder
and chairman of TSS and the co-
founder and chairman of Vortech.
From 1998 to 2001, Mr. Rostato
served as the President - Group
Maintenance of
America/Encompass Services
Corporation, National Accounts
Division. From 1995 to 1998, he
55/ Director since
served as the founder and
Thomas P. Rosato inception - 2007/
President of Commercial Air,
Expires 2008
Power & Cable, Inc. From 1980 to
1995, he served in various
capacities at Com-Site
Enterprises, most recently as
Chief Financial Officer and Chief
Operating Officer. Mr. Rosato
started his career in 1973 as a
certified public accountant at
Coopers & Lybrand. Mr. Rosato
received a Bachelor of Science in
Accounting from Temple
University.
Mr. Gallagher has more than 25
years of experience in mission
critical fields. Since 2002, he has
served as the co-founder and
President of TSS and the co-
founder and President of Vortech.
From 1998 to 2001, Mr. Gallagher
served as the President of the
Total Site Solutions division of
Encompass Services Corp. From
1997 to 1998, he served as the
President of the Total Site
Solutions division of Commercial
Air, Power & Cable, Inc. From
50/ Director since
Gerard J. 1991 to 1997, he served as the
inception - 2007/
Gallagher Chief Facilities Operations and
Expires 2007
Security Officer of the
International Monetary Fund.
From 1980 to 1991, Mr. Gallagher
served in various capacities at
Com Site International, most
recently as Senior Vice President
of Engineering and Sales. Mr.
Gallagher received a Bachelor of
Science in Fire Science from the
University of Maryland and a
Bachelor of Science in
Organizational Management
(Summa Cum Laude) from
Columbia Union College.
Mr. Mitchell is President of
Mitchell Holdings LLC, a New
York-based merchant banking
company he founded in January of
1991, and since June 2004,
Managing Partner of Las Vegas
Land Partners LLC, a real estate
development firm. From 1996 until
the business was sold to
American Express in August
1998, Mr. Mitchell was the
Founder and Co-Chief Executive
Officer of Americash LLC. Mr.
Mitchell served as a Director of
Kellstrom Industries from its
46/ Director since
inception until January 2002.
David J. Mitchell inception - 2007/
Kellstrom Industries filed a
Expires 2009
voluntary petition under Chapter
11 of the United States
Bankruptcy Code in the United
States Bankruptcy Court for the
District of Delaware on February
20, 2002. Kellstrom Industries
completed the U.S. Bankruptcy
Court-approved sale of
substantially all of its assets to
Kellstrom Aerospace, LLC, an
entity controlled by Inverness
Management LLC on July 17,
2002. From October 1999 until
February 2001, Mr. Mitchell was a
director of Direct Furniture Inc. An
involuntary petition under Chapter
In 2005 after his retirement from
the United States Senate, Senator
Nickles founded and is currently
Chairman and Chief Executive
Officer of The Nickles Group,
LLC, a consulting and business
venture firm headquartered in
Washington, D.C. Senator Nickles
was elected to the United States
Senate in 1980 where he
represented the state of
Oklahoma and held numerous
leadership positions, including
Assistant Republican Leader from
1996 to 2002 and Chairman of the
56/ Director since 2005/ Senate Budget Committee from
Donald L. Nickles
Expires 2007 2003 to 2004. Senator Nickles
also served on the Energy and
Natural Resources Committee
and the Finance Committee.
While serving in the Unites States
Senate, Senator Nickles was
instrumental in several key areas
of legislation including securing
Senate passage of the Homeland
Security Act of 2002, the
legislation creating the
Department of Homeland Security
and the 2003 Tax Relief Act. Prior
to his service in the United States
Senate, Senator Nickles served in
the Oklahoma State Senate from
1979 to 1980 and worked at
Prior to his election as a Director,
Mr. Morton had served as a
director of Broadwing Corp. from
April 2006 until January 2007,
when Broadwing Corp. was
acquired by Level 3
Communications, Inc. Prior to
that, Mr. Morton had served as
President of Premier Bank, Bank
of America until his retirement in
September 2005 and was a
member of Bank of America‘s
Management Operating
Committee. From 1997 to 2001,
Mr. Morton served as President of
63/ Director since
Mid-Atlantic Region, Bank of
John Morton, III inception - 2007/
America. Prior to assuming the
Expires 2008
Regional President position, Mr.
Morton was President of the
Private Client Group from 1996 -
1997. From 1994 - 1996, he was
Chairman, CEO and President of
The Boatmen‘s National Bank of
St. Louis. From 1993 to 1994, he
was CEO and President of Farm
and House Financial Corporation.
In 1990/1991, Mr. Morton served
as Perpetual Financial
Corporation‘s Chairman, Chief
Executive Officer and President.
Mr. Morton was a member of the
Executive Committee of the
Federal City Council in
Prior to his election as a Director,
Mr. Hutchinson had acted as our
special advisor. Mr. Hutchinson
was one of the original leaders of
the Department of Homeland
Security serving as
Undersecretary for Border and
Transportation Security for the first
two years of the Department‘s
history. Mr. Hutchinson served
three terms in the United States
House of Representatives from
the 3rd Congressional District of
Arkansas (1997-2001) and as
Administrator of the Drug
56/ Director since
Enforcement Administration (2001-
Asa Hutchinson inception - 2007/
2003). Since 2001, Mr. Hutchinson
Expires 2009
has been engaged in the
homeland security law practice in
Little Rock, Arkansas, and he is
also a law partner in the firm of
Venable LLP in Washington, DC,
chairing their homeland security
practice. Mr. Hutchinson is also
the principal of Hutchinson
Security Strategies, a consulting
firm that develops comprehensive
security plans for companies. Mr.
Hutchinson serves on the board of
directors of AFLINK
Corporation, a company that
offers software solutions to protect
intellectual property, secure assets
Mr. Jews served as President and
Chief Executive Officer of
CareFirst, Inc., a health care
insurer and the seventh largest
Blue Cross Blue Shield Plan,
from1993 to December 2006.
During this period, Mr. Jews was
also President and CEO of both
Blue Cross Blue Shield of
Maryland , the Blue Cross and
Blue Shield Plan of the National
Capital area and CEO of the
Delaware Blue Cross and Blue
Shield Plan. From 1990 to 1993,
Mr. Jews was President and Chief
Executive Officer of Dimensions
55/ Director since
Health Corporation, a multi-
William L. Jews inception - 2007/
faceted healthcare corporation
Expires 2007
based in Landover, Maryland.
From 1979 to 1990, Mr. Jews was
President and CEO of Liberty
Medical Center, Inc., of Baltimore
MD. Mr. Jews currently serves on
the boards of The Ryland Group
Inc. Compensation and Chairman
of the Nominating Committee, and
Choice Hotels International
Nominating and Diversity
Committees. Mr. Jews received a
Bachelor of Arts Degree from The
Johns Hopkins University and
Masters Degree from Morgan
State University.
Our Audit Committee currently has four members, John Morton, III (Chairman), David J. Mitchell, Asa Hutchinson and William L. Jews.
Our Compensation Committee currently has three members, Donald L. Nickles (Chairman), Asa Hutchinson and
John Morton, III.
We do not currently have a standing Nominating Committee since our board of directors determined that the
independent members of the board of directors (Messrs. Mitchell, Nickles, Morton, Hutchinson and Jews)
adequately fulfill the obligations of a nominating committee without the need of incurring additional costs of
committee meetings.
FTI Consulting, Inc. 900
Bestgate Road, Suite 100
Annapolis, Maryland
www.fticonsulting.com (410)
951-4800
Public Number
Number of Names of Last
or of Female Age/Term/Expiration Business Background Information Board Compensation
Directors Directors Updated
Private Directors
Since 2001, Mr. Berey has been Chief
Financial Officer and a director of Avendra,
LLC, a procurement company formed in
56/ Director Since 2004/ For the year ended December
Public 10 1 Mark H. Berey 2001 to serve the hospitality industry in 2008 Proxy
Expires 2011 31, 2007, non-employee
North America and the Caribbean. In 2004,
directors received an annual
Mr. Berey also assumed the position of
retainer of $50,000. Non-
Executive Vice President.
employee directors who served
as Chairs of the Compensation
Mr. Crownover had a 30-year career with Committee and Nominating and
McKinsey & Company, Inc. when he retired Corporate Governance
in 1998. He headed McKinsey‘s Southwest Committee received an
practice for many years, and also co- additional $5,000 and the Chair
James W. 64/ Director since 2006/
headed the firm‘s worldwide energy of the Audit Committee received
Crownover Expires 2010
practice. In addition, he served as a an additional $10,000.
member of McKinsey‘s Board of Directors.
Mr. Crownover also is Chairman of Rice
University‘s Board of Trustees.
Ms. Bacon has been President and CEO of
Brandywine Living, a company she co-
founded in 1996. From May 2003 to July
2004, Ms. Bacon was its President and
Chief Operating Officer. From 1989 to
1993, Ms. Bacon served as Chief of
Management and Planning, a cabinet-level
position under New Jersey Governor
57/ Director since 2006/
Brenda J. Bacon James J. Florio, where she oversaw all
Expires 2010
health care and human services reform
efforts and departments, and served as a
senior advisor to the Governor. In addition,
in 1993, Ms. Bacon spent several weeks in
Washington on loan to the Presidential
Transition Team for the transition of the
Department of Health and Human
Services.
Mr. Dunn has been our Chief Executive
Officer since October 1995. In May 2004,
he assumed the position of President, a
57/ Director since 1992/
Jack B. Dunn, IV position he also held from October 1995
Expires 2011
to December 1998. He served as our
Chairman of the Board from December
1998 to October 2004.
Since April 1997, Mr. Holthaus has been
President and Chief Executive Officer of
Williams Scotsman, Inc., the largest
58/ Director since 2004/
Gerard E. Holthaus provider of mobile office space and
Expires 2011
modular buildings in the U.S. He was
elected Chairman of the Board of Williams
Scotsman in April 1999
Mr. Callaghan retired from Deutsche Bank
Securities, Inc. in February 2000, where he
was the Director of North American Equity
65/ Director since 2000/
Denis J. Callaghan Research. Prior to becoming Director of
Expires 2009
Equity Research in 1992, Mr. Callaghan
was responsible for the Insurance and
Financial Services.
Since October 2004, Mr. Shaughnessy has
been the executive Chairman of the Board
of Directors of FTI. From 1989 to October
Dennis J. 60/ Director since 1992/
2004, he was a General Partner of Grotech
Shaughnessy Expires 2010
Capital Group, Inc., a private equity firm.
He continues to be a nonvoting special
general.
Since 2002, Mr. Stamas has been a
Partner of the international law firm of
Kirkland & Ellis LLP. He is also a Venture
57/ Director since 1992/
George P. Stamas Partner of New Enterprise Associates, a
Expires 2010
venture capital firm. From 1999 to January
2002, Mr. Stamas was Vice Chairman of
the Board of Directors.
In 2005, he was first identified and
recommended to the Nominating and
Matthew F. 69/ Since 2005/ Expire Corporate Governance Committee as a
McHugh 2009 possible candidate for director by one of
our independent directors. The committee
qualified him as a candidate for director.
Mr. Wendt was introduced to the
Nominating and Corporate Governance
Committee by an outside director search
65/ Since 2006/ Expire
Gary C. Wendt firm, Directorship Search Group, in April
2009
2006. The committee qualified Mr. Wendt
as a candidate to the Board on April 25,
2006.
Audit Committee: Gerard E. Holthaus (Chairman), Mark H. Berey, James W. Crownover, Jr., Gary C. Wendt
Compensation Committee: Gary C. Wendt (Chair), Denis Callaghan, Gerard E. Holthaus, Matthew F. McHugh
Nominating/Corporate Governance Committee: Denis J. Callaghan, Brenda J. Bacon, Mark H. Berey, James W. Crownover, Matthew F. McHugh (Chair)
SOURCEFIRE, INC.
9770 Patuxent Woods Drive
Columbia, Maryland 21046
http://www.sourcefire.com/
410.290.1616
Number Number
Public or Names of Business Background Last
of of Female Age/Term/Expiration Board Compensation
Private Directors Information Updated
Directors Directors
He was appointed Chairman of
our Board of Directors in October
2006. Before joining Sourcefire,
Mr. Jackson was a private
investor from September 2001
until May 2002. Prior to that, Mr.
Jackson co-founded Riverbed
Technologies, Inc., a wireless
infrastructure company, served
as its CEO from January 1999
until the sale of the company to
Aether Systems Inc. for more
than $1.0 billion in March 2000
E. Wayne 46/ Director since Following the
Public 9 0 and continued as an employee of 2008 Proxy
Jackson, III 2002/ Expires 2010 consummation of our initial
Aether Systems as Managing
public offering and until the
Director of Aether Capital until
date of our 2008 Annual
September 2001. Previously, Mr.
Meeting of Stockholders,
Jackson built an emerging
we have agreed to pay
technologies profit center for
each of our directors an
Noblestar Systems Inc., a large
annual fee of $15,000 to
systems integrator, and
serve on our Board of
consulted to organizations
Directors. In addition, we
including General Electric, the
pay the chairman of our
World Bank and the Federal
Audit Committee an annual
Reserve. Mr. Jackson holds a
fee of $10,000, the
B.B.A. in Finance from James
chairman of our
Madison University.
Compensation Committee
an annual fee of $5,000,
and the chairman of our
Nominating and
Governance Committee an
annual fee of $4,000. We
also pay each of our
directors a fee of $1,500
per meeting of the full
Board of Directors
attended, and $1,000 per
meeting of a committee of
the Board of Directors
attended. Directors are
also reimbursed for
reasonable travel and
other expenses incurred in
Directors. In addition, we
pay the chairman of our
Audit Committee an annual
fee of $10,000, the
chairman of our
Compensation Committee
Prior to joining Greylock in an annual fee of $5,000,
September 2003, Mr. Chandna and the chairman of our
was with Check Point Software Nominating and
Technologies Ltd. from April Governance Committee an
1996 until December 2002 where annual fee of $4,000. We
he was Vice-President of also pay each of our
Business Development and directors a fee of $1,500
Product Management. Prior to per meeting of the full
Check Point, Mr. Chandna was Board of Directors
Vice-President of Marketing with attended, and $1,000 per
CoroNet Systems from October meeting of a committee of
1994 to November 1995 and was the Board of Directors
with Compuware Corporation attended. Directors are
from November 1995 to April also reimbursed for
1996, following Compuware‘s reasonable travel and
Asheem 42/ Director since acquisition of CoroNet. other expenses incurred in
Chandna 2003/ Expires 2010 Previously, Mr. Chandna held connection with attending
strategic marketing and product meetings of the Board and
management positions with its committees.
SynOptics/Bay Networks from
June 1991 to October 1994 and
consulting positions with AT&T
Bell Laboratories from
September 1988 to May 1991.
Mr. Chandna currently serves on
the Board of Directors of several
privately held companies
including Imperva Inc., Palo Alto
Networks and Securent, Inc.. He
previously served on the Board of
Directors at CipherTrust, Inc.
(acquired by Secure Computing
Corporation), NetBoost Inc.
Mr. Becker served as Chief
Executive Officer of Cybertrust,
Inc., an information security
services company, from
November 2002 until its
acquisition by Verizon Business,
a business unit of Verizon
Communications, in July 2007.
Prior to joining Cybertrust‘s
predecessor, from 2000 to 2002,
Mr. Becker was a consultant to
venture capital and technology
firms. Beginning in 1989, he held
a series of executive positions
with AXENT Technologies, Inc., a
50/ Director since publicly traded information
John C. Becker
2008/ Expires 2010 security software and services
company, including Executive
Vice President, Chief Financial
Officer and Treasurer. In 1996,
Mr. Becker became President
and Chief Operating Officer and
a director of AXENT and was
instrumental in leading AXENT to
an initial public offering in 1996.
In 1997, Mr. Becker was
appointed as Chief Executive
Officer of AXENT and became
chairman of its board of directors
in 1999, holding such positions
until the sale of AXENT to
Symantec Corporation in 2000.
Prior to AXENT, he held various
Martin F. Roesch founded
Sourcefire in January 2001 and
served as our President and
Chief Technology Officer until
September 2002, since which
time he has continued to serve
as our Chief Technology Officer.
Mr. Roesch is responsible for our
technical direction and product
development efforts. Mr. Roesch,
who has 16 years of industry
experience in network security
and embedded systems
engineering, is also the author
and lead developer of the Snort
37/ Director since Intrusion Prevention and
Martin F. Roesch
2001/ Expires 2008 Detection System that forms the
foundation for the Sourcefire 3D
System. Over the past ten years,
Mr. Roesch has developed
various network security tools
and technologies, including
intrusion prevention and
detection systems, honeypots,
network scanners and policy
enforcement systems for
organizations such as GTE
Internetworking and Stanford
Telecommunications, Inc. Mr.
Roesch holds a B.S. in Electrical
and Computer Engineering from
Clarkson University.
Before joining Sierra Ventures in
February 2001, Mr. Guleri was
the Vice Chairman and Executive
Vice President with Epiphany,
Inc. from March 2000 until
February 2001; the Chairman,
CEO and Co-founder of Octane
Software Inc. from September
1997 until March 2000; Vice
President of Field Operations,
Product Marketing with Scopus
Technology Inc. from February
1992 until February 1996 and
was part of the information
technology team with LSI Logic
41/ Director since Corporation from September
Tim A. Guleri
2002/ Expires 2008 1989 until September 1991. He
has been a director of: Octane
Software from 1997 to 2000
(Sold to Epiphany in 2000); Net6,
Inc. from March 2001 to March
2004 (acquired by Citrix Systems,
Inc. in 2004); Approva, Inc. since
April 2005; Spoke Software, Inc.
since July 2002; CodeGreen
Networks, Inc. since March 2005;
AIRMEDIA, Inc. since April 2005;
Steelbox Networks Inc. since
2006; and Everest, Inc. since
October 2003. Mr. Guleri holds a
B.S. in Electrical Engineering
from Punjab Engineering
College, India and an M.S. in
Mr. Burris has served as Senior
Vice President, Worldwide Sales
and Services of Citrix Systems,
Inc., a publicly traded information
technology company specializing
in application delivery
infrastructure, since January
2001. From July 1999 to January
2001, Mr. Burris served as Senior
Vice President, Services of Citrix
Systems. Prior to joining Citrix
53/ Director since Systems, Mr. Burris was
John C. Burris
2008/ Expires 2011 employed by Lucent
Technologies, a publicly traded
communications networks
company, from 1994 to 1999 as
Vice President and General
Manager of the Gulf States
region. Prior to 1994, Mr. Burris
was employed in various
customer service capacities for
AT&T Corp., including a term as
managing director for AT&T‘s
Asia/Pacific region.
He was appointed our lead
outside director in February 2007.
Mr. Chinnici has served as
Senior Vice President, Finance
and Chief Financial Officer at
Ciena Corporation since August
1997, and was previously Vice
President, Finance and Chief
Financial Officer from May 1995
to August 1997. Mr. Chinnici
served previously as Controller
since joining Ciena in September
1994. From 1993 through 1994,
Mr. Chinnici served as a financial
consultant for Halston Borghese
Joseph R. 52/ Director since
Inc. From 1977 to 1993, Mr.
Chinnici 2006/ Expires 2009
Chinnici held a variety of
accounting and finance
assignments for Playtex Apparel,
Inc. (now a division of Sara Lee
Corporation), ending this period
as Director of Operations
Accounting and Financial
Analysis. Mr. Chinnici serves on
the Board of Directors for Brix
Networks, Inc. and Optium
Corporation. He holds a B.S.
degree in accounting from
Villanova University and an
M.B.A. from Southern Illinois
University.
Maj. Gen. Arnold L. Punaro (ret.)
joined our Board of Directors in
January 2007 and is currently
Executive Vice President,
Government Affairs,
Communications and Support
Operations and General Manager
of Washington Operations for
Science Applications
International Corporation, or
SAIC. He is also a member of the
Secretary of Defense Gates‘
Defense Business Board and is
currently chairing the Statutory
Commission on the National
60/ Director since Guard and Reserves. Prior to
Arnold L. Punaro
2007/ Expires 2009 joining SAIC in 1997, General
Punaro worked for Senator Sam
Nunn on national security matters
from 1973 to 1997. During that
time, General Punaro served as
Senator Nunn‘s director of
national security affairs and as
staff director of the Senate
Armed Services Committee.
General Punaro served as the
director of the Marine Corps
Reserve from May 2001 until his
retirement in October 2003.
General Punaro also served as
deputy commanding general,
Marine Corps Combat
Development Command
General Polk was the Inspector
General of the Air Force, Office
of the Secretary of the Air Force,
Washington, D.C., from
December 2003 until he retired
on February 1, 2006. While at the
Air Force, General Polk oversaw
Air Force inspection policy,
criminal investigations,
counterintelligence operations,
intelligence oversight,
complaints, and fraud, waste and
abuse programs and was also
responsible for two field
operating agencies — the Air
60/ Director since Force Inspection Agency and Air
Steven R. Polk
2006/ Expires 2009 Force Office of Special
Investigations. Prior to this
assignment, he was Vice
Commander, Pacific Air Forces
from March 2002 to November
2003 and Commander, 19th Air
Force, Air Education and Training
Command from May 1999 to
March 2002. Staff appointments
included Director of Operations at
Headquarters Pacific Air Forces
and Assistant Chief of Staff for
Operations at Headquarters
Allied Air Forces Northwestern
Europe, NATO, as well as duty at
Headquarters U.S. Air Forces in
Europe and Headquarters U.S.
Audit Committee: Joseph R. Chinnici, (Chair), Tim A. Guleri, Maj. Gen. Arnold L. Punaro
Compensation Committee: Lt. Gen. Steven R. Polk, Asheem Chandna, Harry R. Weller, Tim A. Guleri
The Nominating and Governance Committee is currently composed of General Polk and Messrs. Chandna and Chinnici.
FIRST MARINER BANCORP
3301 Boston Street
Baltimore, Maryland 21224
www.1stmarinerbank.com
(410) 558-4375
Number Number Last
Public or Names of Business Background
of of Female Age/Term/Expiration Board Compensation Updated/
Private Directors Information
Directors Directors Source
Edwin F. Hale, Sr. is Chairman and
Chief Executive Officer of the
Company and of First Mariner Bank
(the "Bank"). He is also the
Directors who are not
Edwin F. Hale, 61/ Director since Chairman of the Baltimore Blast
Public 15 2 employees of Bancorp 2008 Proxy
Sr. 1995/ Expires 2011 Corp., an indoor soccer franchise.
receive fees for their services,
Mr. Hale is the former Chairman of
and are reimbursed for
the Board and Chief Executive
expenses incurred in
Officer of Baltimore Bancorp, which
connection with their service
is now Wachovia Corporation.
as directors. Directors receive
Barry B. Bondroff is a Managing $1,500 for each Board
Partner for Smart & Associates in meeting attended, $1,500 for
Baltimore, MD. Prior to that he was each committee meeting
the managing officer of Grabush, other than the audit
Newman & Co., P.A. a certified committee, $750 for each
Barry B. 59/ Director since meeting of the Company's
public accounting firm, since 1982.
Bondroff 1995/ Expires 2011 subsidiary Mariner Finance,
Mr. Bondroff is a member of the
American Institute of Certified Public LLC, consisting of one
Accountants, and is a former outside director (John Brown
member of the Board of Directors of III), and $350 for attending
Baltimore Bancorp. the meeting of the Bank's
Loan Committee, consisting
Patricia Schmoke, MD has been a of one outside director (Barry
practicing ophthalmologist since B. Bondroff). The members of
Patricia 54/ Director since 1982. She is also the president of the Audit Committee receive
Schmoke, MD 1999/ Expires 2011 Metropolitan Eye Care Associates, $2,500 for each Audit
providing eye care with Baltimore Committee meeting attended.
Medical System. Directors also receive a yearly
grant of stock options to
purchase 500 shares of
common stock and are
granted stock options to
purchase 100 shares of
common stock for each
of one outside director (Barry
B. Bondroff). The members of
the Audit Committee receive
$2,500 for each Audit
Committee meeting attended.
Directors also receive a yearly
John Brown III is President of M.B.K. grant of stock options to
Enterprises, Inc. (R. J. Bentleys' purchase 500 shares of
Restaurant) and managing partner common stock and are
60/ Director since granted stock options to
John Brown III of the College Park Professional
2002/ Expires 2011 purchase 100 shares of
Center. Mr. Brown is also the former
Chairman of the Maryland Stadium common stock for each
Authority. committee meeting they
attend. Each committee
Anirban Basu is the founder, chairman receives options to
Chairman and CEO of Sage Policy purchase 150 shares of
Group, Inc., an economic and policy common stock for each
consulting firm in Baltimore, committee meeting he
Maryland since 2004. He has a attends. Directors receive no
39/ Director since Bachelor of Science Degree from other compensation for
Anirban Basu
2008/ Expires 2011 Georgetown University, and attending meetings and
Master's Degrees from Harvard receive no annual retainer.
University and The University of
Maryland as well as a J.D. from the
University of Maryland School of
Law.
Gregory A. Devou is the Executive
Vice President and Chief Marketing
Officer for CareFirst Blue Cross
Gregory A. 56/ Director since BlueShield, a healthcare payor since
Devou 2008/ Expires 2010 1996. Prior to that, Mr. Devou
served for a year as CareFirst
Senior Vice President for Corporate
Marketing.
Edith B. Brown has been the
principal of Edie Brown & Associates
since 2000. She is an independent
consultant in Public Relations to the
74/ Director since
Edith B. Brown state department of tourism, film,
1998/ Expires 2010
arts, sports and entertainment at
Centre Management where she
served as a director from 1979-
2000.
George H. Mantakos is Executive
Vice President of the Company, and
the President of the Bank. Mr.
Mantakos previously served as
George H. 65/ Director since President of the Company and Chief
Mantakos 1994/ Expires 2010 Executive Officer of the Bank. Prior
thereto, Mr. Mantakos was a
founder and organizer of Maryland
Bank, FSB, the predecessor of the
Bank.
Michael W. Watson is the President
Michael R. 65/ Director since of the American Pilots Association.
Watson 1998/ Expires 2010 He was the former President of the
Association of Maryland Pilots.
Hector Torres is the Executive
Director of the Governor's
56/ Director since Commission on Hispanic Affairs. He
Hector Torres
2003/ Expires 2010 was formerly the Battalion Chief and
Public Information Officer of the
Baltimore City Fire Department.
Joseph A. Cicero is the President of
the Company and Chief Operating
Officer of the Bank. Mr. Cicero was
Maryland Area President of First
Union Bank during 1996 and
Joseph A. 63/ Director since Maryland Area President for First
Cicero 1996/ Expires 2009 Fidelity Bank from November 1994
to December 1995. Prior thereto, he
was Executive Vice President and
Chief Financial Officer and Director
of Baltimore Bancorp from January
1992 to November 1994.
Howard Friedman has been the
Chairman of Circa Capital, since
1997. From 1987 to 1997 he was
Howard 42/ Director since
the Publisher and CEO of
Friedman 1999/ Expires 2009
Whitemark Press, Inc. He is the
managing partner of Lanx Capital
LLC, a hedge fund advisory firm.
John J. Oliver, Jr. has been the
John J. Oliver, 62/ Director since
CEO and Publisher of the Afro-
Jr. 1997/ Expires 2009
American Newspapers since 1996.
John McDaniel is Chief Executive
Officer of MedStar Health, Inc., a
multi-institutional, not-for-profit,
health care organization serving
Washington, DC, Maryland, Virginia
and the mid-Atlantic region. Mr.
McDaniel served as Chairman of the
Greater Washington Board of Trade,
65/ Director since and is currently a member of the
John McDaniel Executive committee for Greater
2006/ Expire 2009
Washington Board of Trade and
Federal City Counsel. He is also a
member of the Board of Directors
for Thrivent Financial for Lutherans,
Georgetown University, Washington
Real Estate Investment Trust, the
Greater Baltimore Committee, and
the Mary and Daniel Loughran
Foundation.
Robert Caret has been the President
of Towson University since July
2003. He was the President of San
Jose State University from 1995-
2003, and Provost and Executive
Vice President of Towson State
University from 1991-1995. He is
60/ Director since
Robert Caret currently a member of the Board of
2006/ Expires 2009
Directors for CollegeBound
Foundation, and Franklin Square
Hospital Center. He is a member of
the Governor‘s Workforce
Investment Board, and a member of
the Center Club of Baltimore House
The Executive Committee consists of Edwin F. Hale, Sr. (Chairman), Barry B. Bondroff, Joseph A. Cicero, Patricia Schmoke, Michael
R. Watson, Anirban Basu, John P. McDaniel, and George
The Audit Committee of the Board of Directors consists of Michael R. Watson (Chairman), Barry B. Bondroff, Gregory A. Devou, and
The Compensation Committee of the Board of Directors consists of Barry Bondroff (Chairman), Robert L. Caret, and Edith B. Brown.
The Nominating Committee consists of John Brown, III (Chairman), Edith B. Brown, and Robert L. Caret.
First Potomac Realty Trust 7600
Wisconsin Avenue, 11th
Floor
Bethesda, Maryland 20814
Tel (301) 986-9200
www.first-potomac.com
Number Number Last
Public or Names of Business Background
of of Female Age/Term/Expiration Board Compensation Updated/
Private Directors Information
Directors Directors Source
Richard B. Chess is an attorney As compensation for serving on
and is currently managing partner our Board of Trustees in 2007,
of the Chess Law Firm, located in each of our nonemployee
Richmond, Virginia. He is also trustees received a cash fee of
President of American Realty $16,000. The chairmen of the
Capital Markets, a securities Audit, Compensation,
broker dealer focused on real Nominating & Governance,
estate. Mr. Chess has served as a Finance & Investment,
trustee since our initial public committees received additional
offering and was a director of our cash fees of $15,000, $10,000,
Predecessor from 1997 until our $10,000, and $10,000,
54/ Director since 2003/
Public 8 0 Richard B. Chess initial public offering. From 1987 respectively; provided, however, 2008 Proxy
Expires 2009
to 1997, Mr. Chess was Director a trustee may not receive more
of Acquisitions for United than one chairman‘s fee. Mr.
Dominion Realty Trust, a publicly Heller receives an additional
traded real estate investment trust cash fee of $30,000 for his
that invests in apartment service as Lead Independent
properties. He received his Trustee. Each non-employee
Bachelor of Science Degree from trustee who was a member of
the University of Pittsburgh and the Audit Committee (other than
Juris Doctorate from the the chairman) received an
University of Richmond Law additional fee of $10,000 and
School. each non-employee trustee who
was a member of any other
committee of the Board (other
than the chairman) received an
additional cash fee of $5,000
with respect to each committee
on which he served. In addition,
in May 2007, each of our non-
employee trustees received a
grant of 1,500 restricted
Common Shares, all of which will
Trustee. Each non-employee
trustee who was a member of
the Audit Committee (other than
the chairman) received an
additional fee of $10,000 and
each non-employee trustee who
was a member of any other
Louis T. Donatelli is one of the
committee of the Board (other
founders of the Company and has
than the chairman) received an
served as the Chairman of the
additional cash fee of $5,000
Board of the Company since our
with respect to each committee
Predecessor‘s founding in 1997.
on which he served. In addition,
Mr. Donatelli has informed the
in May 2007, each of our non-
Board that he will not stand for
employee trustees received a
reelection as Chairman on May
74/ Director since 2003/ grant of 1,500 restricted
Louis T. Donatelli 22, 2007. Effective March 1, 2006,
Expires 2009 Common Shares, all of which will
Mr. Donatelli became a non-
vest on the one-year anniversary
employee member of the Board.
of the date of grant. We
Mr. Donatelli is the founder and
reimburse all trustees for
Chairman of Donatelli
reasonable out-of-pocket
Development, Inc. Mr. Donatelli is
expenses incurred in connection
an alumnus of Villanova
with their service on the Board of
University. He is the father of
Trustees and any and all
Douglas J. Donatelli.
committees.
Alan G. Merten has served as the
President of George Mason
University since July 1996, and
has been a trustee of the
Company since October 27, 2005.
Dr. Merten was Dean of the
Johnson Graduate School of
Management of Cornell University
from 1989 to 1996, the Dean of
the College of Business
Administration at the University of
Florida from 1986 to 1989, and
Associate Dean for Executive
66/ Director since 2005/
Alan G. Merten Education and Computing
Expires 2009
Sciences at the University of
Michigan from 1984 to 1986. He
serves on the Board of Trustees
of mutual funds affiliated with
Legg Mason Partners and the
Board of Directors of Cardinal
Financial Corporation. He holds a
Bachelor of Science in
mathematics and Ph.D. in
computer science from the
University of Wisconsin and a
Master of Science in computer
science from Stanford University.
Terry L. Stevens is the Vice
President and Chief Financial
Officer of Highwoods Properties,
Inc. (―Highwoods‖) located in
Raleigh, North Carolina. Mr.
Stevens joined Highwoods in
December 2003. Highwoods is a
publicly traded real estate
investment trust that owns office,
industrial and retail properties. Mr.
Stevens has served as a trustee
of the Company since our initial
public offering. Prior to joining
Highwoods, Mr. Stevens held
various executive positions from
59/ Director since 2003/ 1994 to 2003 with Crown
Terry L. Stevens
Expires 2009 American Realty Trust, a retail
real estate company that merged
with ennsylvania Real Estate
Investment Trust, a publicly
traded company, including
Executive Vice President, Chief
Financial Officer and Trustee.
From 1990 to 1994, Mr. Stevens
was Director of Financial Systems
Development as well as Director
of Internal Audit at AlliedSignal,
Inc., a large multi-national
manufacturer. He also spent 18
years with Price Waterhouse, an
international
accounting firm, including seven
years as an audit partner. Mr.
R. Michael McCullough was
employed by Booz, Allen &
Hamilton Inc. (―Booz Allen‖), a
global consulting firm, from 1965
through 1996. He was the
Chairman and Chief Executive
Officer of Booz Allen from 1984 to
1992, and from 1992 until his
retirement in 1996, Mr.
McCullough was the Senior
Chairman of Booz Allen. Mr.
R. Michael 69/ Director since 2003/ McCullough has served as a
McCullough Expires 2009 trustee of the Company since our
initial public offering and is
currently also a Director of
Watson Wyatt Worldwide, a
global consulting firm. Mr.
McCullough was previously a
director of Charles E. Smith
Residential Realty, Inc. Mr.
McCullough received a Bachelor
of Science degree in Electrical
Engineering from the University of
Detroit.
J. Roderick Heller, III is the
Chairman of Carnton Capital
Associates, a private investment
corporation. From May 1986 to
December 1997, Mr. Heller
served as Chairman and Chief
Executive Officer of NHP
Incorporated and various related
organizations, including National
Corporation for Housing
Partnerships. NHP Incorporated,
prior to its sale in December 1997,
was a publicly traded company
70/ Director since 2003/ that, collectively with NHP
J. Roderick Heller
Expires 2009 Partners, Inc., was the nation‘s
largest owner and operator of
apartment properties. Mr. Heller
has served as a trustee of the
Company since our initial public
offering. Mr. Heller was a partner
of the law firm of Wilmer, Cutler &
Pickering in Washington, D.C.
from 1971 to 1982. He received a
Bachelor of Arts from Princeton
University, a Masters of History
from Harvard University and a
Juris Doctorate from Harvard Law
School.
Douglas J. Donatelli is one of the
founders of the Company and has
served as President, Chief
Executive Officer and trustee of
the Company since our
Predecessor‘s founding in 1997.
Mr. Donatelli is expected to be
elected Chairman of the Board at
the meeting of the Board of
Trustees immediately following
the Annual Meeting of
Shareholders on May 22, 2007.
Prior to 1997, Mr. Donatelli served
as Executive Vice President of
Donatelli & Klein, Inc. (now
Douglas J. 46/ Director since 2003/ Donatelli Development, Inc.
Donatelli Expires 2009 (―DDI‖)), a real estate
development and investment firm
located in Washington, D.C., and
President of D&K Management,
DDI‘s property management
subsidiary, where he oversaw all
of the major operational aspects
of DDI‘s property ownership
activities. From 1985 to 1991, Mr.
Donatelli also served as President
of D&K Broadcasting, a
communications subsidiary of DDI
that owned Fox-network affiliated
television stations. Mr. Donatelli
serves on the board of Catholic
Charities Foundation of
Washington, D.C. and is a
Robert H. Arnold is the Co-
Managing Director of R.H. Arnold
& Company, LLC, a New York-
based investment banking firm
which specializes in providing
advisory services to U.S. and
international investment funds,
and advising corporations on
capital raising, mergers,
acquisitions, divestitures and
valuations. Mr. Arnold has served
as a trustee since our initial public
offering and was a director of First
Potomac Realty Investment Trust,
64/ Director since 2003/
Robert H. Arnold Inc. (our ―Predecessor‖) from
Expires 2009
1997 until our initial public
offering. Mr. Arnold has more than
30 years of financial experience
including serving as the Treasurer
of Merrill Lynch & Co. and the
Chief Financial Officer of Merrill
Lynch Capital Markets. Mr. Arnold
serves on the boards of the WT
Mutual Funds, Treasury
Strategies, Inc. and The Stanton
Group. He received his Bachelor
of Science, Master of Science and
Ph.D. degrees from Northwestern
University.
The Audit Committee consists of Messrs. Stevens (Chairman), Chess and McCullough.
The Compensation Committee consists of Messrs. McCullough (Chairman), Chess, and Dr. Merten.
The Nominating & Governance Committee consists of Dr. Merten (Chairman) and Messrs. Arnold and Heller.
Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, Maryland 20852
www.federalrealty.com (301)
998-8100
Number Number Last
Public or Names of Business Background
of of Female Age/Term/Expiration Board Compensation Updated/
Private Directors Information
Directors Directors Source
Vice Chairman of Staple, Inc.
since 2000, with responsibility for
overseeing domestic and
international growth in its retail
and commercial operations.
In 2007 the Non-Executive
President of Staples Realty &
Chairman of the Board was
Development from 1997 to 2000.
eligible to receive an annual fee
Held various other officer
Joseph S. 59/ Director since 2002/ for Board service of $135,000
Public 7 2 positions associated with Staples' 2008 Proxy
Vassalluzzo Expires 2009 and each other nonemployee
growth and worldwide expansion
Trustee was eligible to receive
from 1989 to 1997. Held various
an annual fee of $80,000. A
officer positions with American
minimum of 20% of that annual
Stores Co. from 1976 to 1989.
fee was required to be paid in
Held various positions in sales,
Shares; however, each Trustee
operations and real estate with
had the option to take up to the
Mobil Corp. and Amerada Hess
entire amount of the fee in
Corp. from 1969 to 1976.
Shares. For 2007, each Trustee
elected to take between 20%
and 100% of his or her fee in
Shares. In addition to the annual
fee, the chairman of the Audit
Committee received $15,000 for
service as Audit Committee
chairman and the chairmen of
each of the Compensation and
Nominating and Corporate
Governance Committees
received $10,000 for service as
chairmen of those committees.
The actual annual fee and
chairman fee that a Trustee was
eligible to receive was prorated
based on the number of months
minimum of 20% of that annual
fee was required to be paid in
Shares; however, each Trustee
had the option to take up to the
entire amount of the fee in
Shares. For 2007, each Trustee
Managing Partner of Fountain elected to take between 20%
Square Properties, a diversified and 100% of his or her fee in
real estate company, since 2003 Shares. In addition to the annual
and President of Sunrise Assisted fee, the chairman of the Audit
Living Foundation Inc. since 2000. Committee received $15,000 for
President of Sunrise Assisted service as Audit Committee
Living, Inc. from 1997 to 2000. chairman and the chairmen of
Executive Vice President and each of the Compensation and
Chief Financial Officer of Sunrise Nominating and Corporate
Assisted Living, Inc. from 1993 to Governance Committees
1997. Vice President of Credit received $10,000 for service as
Suisse First Boston from 1991 to chairmen of those committees.
1993, directing the real estate The actual annual fee and
advisory business from the RTC chairman fee that a Trustee was
in the Washington, DC area. Vice eligible to receive was prorated
50/ Director since 2003/ based on the number of months
David W. Faeder President of Morgan Stanley and
Expires 2010 during the year he or she served
Company, Inc. from 1984 to 1991,
specializing in real estate as a Trustee, Non-Executive
transactions and financings. MBA Chairman or chairman of a
student at the Colgate Darden committee, as applicable. Each
Grduate School of Business Trustee also was reimbursed for
Administration of the University of expenses incurred in connection
Virginia from 1982 to 1984. Senior with performing his or her
Accountant with Ernst and responsibilities as a Trustee. Mr.
Whinney from 1981 to 1982. Vice Wood did not receive any
President-Finance/ Controller of compensation for his service on
Better Homes of Virginia from the Board in 2007.
1979 to 1981. Staff Accountant
with Goodman and Company from
1978 to 1979. Director of Vista
Care, Inc.
President of Flood, Famble
Associates, Inc. since 1984.
Senior Vice President of
Manufacturers Hanover Corp with
responsibility for all equity
investments from 1977 to 1984.
Vice President of Research for
61/ Director since 1996/
Kristin Gamble Foley, Warendorf & Co. from
Expires 2010
1976 to 1977. Vice President of
New Court Capital Management
from 1971 to 1976. Security
Analyst with Merrill, Lynch, Pierce,
Fenner & Smith from 1968 to
1971. Director of Ethan Allen
Interiors, Inc.
Former Executive Vice President
of BearingPoint, Inc., a
management and technology
consulting firm that provides
application services, technology
solutions and managed services
to companies and government
organizations, from July 2002
50/ Director since 2006/ through February 2007 with
Gail P. Steinel
Expires 2009 responsibility for overseeing the
global commercial services
business unit; various positions
within Arthur Andersen LLP,
including global managing partner
and founding member of Arthur
Andersen‘s business consulting
practice from 1984 to June 2002
and auditor from 1977 to 1984.
President and CEO of the Truth
since 2003. President and Chief
Operating Officer of the Trust
from 2001 until 2003. Senior Vice
President and Chief Operating
Officer from 2000 to 2001. Senior
Vice President-Chief Operating
Officer and Chief Financial Officer
of the Trust from 1999 to 2000.
Senior Vice President-Treasurer
and Chief Financial Officer from
46/ Director since 2003/ 1998 until 1999. Senior Vice
Donald C. Wood
Expires 2008 President and Chief Financial
Officer of Caesars World, Inc.
from 1996 until 1998. Held various
financial positions, including Vice
President and Deputy Controller,
with ITT Corporation, from 1990
to 1996. Vice President of
Finance of the Trump Taj Mahal
Associates from 1989 to 1990.
Held various positions, including
audit manager, with Arthur
Andersen LLP from 1982 to 1989.
Warren M. Thompson, President
and Chairman of Thompson
Hospitality Corporation, a food
service company that owns and
Warren M. 48/ Director since 2007/
operates restaurants and contract
Thompson Expires 2011
food services, since founding the
company in October 1992.
Director of Hilb, Rogal & Hobbs,
an insurance brokerage company.
Jon E. Bortz, President, Chief
Executive Officer and a Trustee of
LaSalle Hotel Properties since its
formation in 1998, including
serving as Chairman of the Board
since 2001; various other
positions within Jones Lang
LaSalle Incorporated (formerly
known as LaSalle Partners) from
1981 until 1998, including
Managing Director of the
Investment Advisory Division,
founder of the Hotel Group and
Senior Vice President of the
50/ Director since 2005/ Investment Division, with various
Jon E. Bortz
Expire 2010 real estate responsibilities that
included hotel development and
investment activities, development
of office and mixed use projects
including leasing, construction,
arranging and negotiating
financing as well as workout and
restructuring assignments;
consultant and educator for The
Mader Group, Inc. from 1979 to
1981; auditor with Touche Ross &
Co. from September, 1978 to
December 1978; Director of
LaSalle Hotel Properties, a multi-
tenant, multi-operator hotel REIT.
The Audit Committee members are David W. Faeder (Chair), Jon E. Bortz, Kristin Gamble, and Warren Thompson.
The Compensation Committee members are Jon E. Bortz (Chair), David W. Faeder, Gail P. Steinel, and Joe Vassalluzzo.
The Nominating and Corporate Governance Committee members are Kristin Gamble (Chair), Gail Steinel, Warren Thompson,
FIRST UNITED CORPORATION
19 South Second Street P.O.
Box 9 Oakland, Maryland 21550-
0009
www.mybankfirstunited.com
(888) 692-2654
Number Number Last
Public or Names of Business Background
of of Female Age/Term/Expiration Board Compensation Updated/
Private Directors Information
Directors Directors Source
David J. 67/ Director since 1985/ Fred E. Beachy Lumber, Co., Inc.
Public 16 4 2008 Proxy
Beachy Expires 2011 Building Supplies - retired.
Directors who are not
employees of the Corporation
Consultant and Director of Dan or the Bank receive $400 for
Ryan Builders, Inc. Former Chief attending each meeting of the
Faye E. 58/ Director since 2004/ Corporation‘s Board and $400
Executive Officer and President
Cannon Expires 2011 for attending each meeting of
of F&M Bancorp, Frederick,
Maryland - retired. a committee on which the
68/ Director since 1993/ director serves. Outside
Paul Cox, Jr. Owner, Professional Tax Service. Directors also receive an
Expires 2011
Chairman of the Board/CEO: annual retainer fee of
William B. 54/ Director since 1995/ $11,000. The Chairperson of
First United Corporation and First
Grant Expires 2011 each of the Audit Committee
United Bank & Trust.
Certified Public Accountant. (Mr. McCullough),
John W. 58/ Director since 2004/ Compensation Committee
Retired in 1999 as Partner of
McCullough Expires 2011 (Ms. McDonald) and
Ernst & Young, LLC.
Nominating Committee (Mr.
President, Hobby House Press, Moran) receives an additional
Inc., dba: Total Biz Fulfillment, annual retainer of $2,500. All
provides business services. directors also serve on the
59/ Director since 2004/
Gary R. Ruddell Member, Gary R. Runddell LLC, board of directors of the
Expires 2009
commercial real estate. Member, Bank. Outside directors of the
MSG Glendale Properties LLC, Bank receive $400 for
residential real estate. attending each meeting of the
Bank‘s Board and $300 for
attending each meeting of a
Bank Board committee on
which the director serves. All
directors of the Corporation
and its subsidiaries are
annual retainer of $2,500. All
directors also serve on the
board of directors of the
Bank. Outside directors of the
Bank receive $400 for
attending each meeting of the
Raymond F. 71/ Director since 1996/ Bank‘s Board and $300 for
Tax Consultant. attending each meeting of a
Hinkle Expires 2009
President/CFO/ Secretary/ Bank Board committee on
61/ Director since 1990/ Treasurer, First United which the director serves. All
Robert W. Kurtz directors of the Corporation
Expires 2009 Corporation and First United
Bank & Trust. and its subsidiaries are
Elaine L. 59/ Director since 1995/ permitted to participate in the
Realtor, Long & Foster Realtors. Corporation‘s non-qualified
McDonald Expires 2009
Donald E. 77/ Director since 1988/ Secretary/ Treasurer, Moran Coal Executive and Director
Moran Expires 2009 Corporation. Deferred Compensation Plan
(the ―Deferred Compensation
M. Kathryn 57/ Director since 2005/ Certified Public Accountant, Plan‖). A discussion of the
Burkey Expires 2010 Owner, M. Kathryn Burkey, CPA material terms of the Deferred
Compensation Plan follows
H. Andrew 47/ Director since 2006/ President, Morgantown Printing & the table entitled ―Deferred
Walls, III Expires 2010 Binding; Member, MEGBA, LLC. Compensation Plan‖ that
President/ Mountaineer Log & appears below in the section
Siding Co., Inc. President, entitled ―REMUNERATION
56/ Director since 1991/ Recreational Industries Inc.; OF EXECUTIVE OFFICERS‖.
Karen F. Myers
Expires 2010 Member, DC Development LLC;
Real Estate Broker, Deep Creek
Mountain Resort.
President, Rudy's Inc., Retail
55/ Director since 1992/
I. Robert Rudy Apparel and Sporting Goods.
Expires 2010
Member, DC Development LLC.
Retired. Served as Chairman,
President and Chief Executive
Richard G. 68/ Director since 1985/
Officer of First United Corporation
Stanton Expires 2010
and First United Bank & Trust
until 1996.
61/ Director since 1995/ Vice President, Oakview Motors,
Robert G. Stuck
Expires 2010 Inc. - retired.
The Audit Committee consists of David J. Beachy, M. Kathryn Burkey, Faye E. Cannon, Paul Cox, Jr., Raymond F. Hinkle, John W. McCullough, Richard
G. Stanton, and Robert G. Stuck.
The Asset and Liability Management Committee consists of David J. Beachy, Paul Cox, Jr., William B. Grant, Raymond F. Hinkle, Robert W. Kurtz, John
W. McCullough, Elaine L. McDonald, Gary R. Ruddell, I. Robert Rudy, Richard G. Stanton, H. Andrew Walls, III, and Robert G. Stuck.
The Executive Committee consists of Paul Cox, Jr., William B. Grant, Robert W. Kurtz, Donald E. Moran, I. Robert Rudy, Richard G. Stanton, and Robert G. Stuck
The Strategic Planning Committee consists of Faye E. Cannon, Paul Cox, Jr., William B. Grant, Raymond F. Hinkle, Robert W. Kurtz, Elaine L. McDonald, Donald E. Moran, Gary R. Ruddell, I. Robert Rudy, and Richar
The Compensation Committee consists of M. Kathryn Burkey, Faye E. Cannon, Raymond F. Hinkle, Elaine L. McDonald, Richard G. Stanton, and Robert G. Stuck.
The Nominating Committee consists of David J. Beachy, M. Kathryn Burkey, Faye E. Cannon, Paul Cox, Jr., John W. McCullough, Elaine L. McDonald, Donald E. Moran, and Richard G. Stanton.
I. Robert Rudy, and Richard G. Stanton.
GLEN BURNIE BANCORP
101 Crain Highway, S.E.
Glen Burnie, Maryland 21061
www.thebankofglenburnie.com
(410) 766-3300
Number Number Last
Public or Names of Business Background
of of Female Age/Term/Expiration Board Compensation Updated/
Private Directors Information
Directors Directors Source
John E. Demyan has been
Chairman of the Board of the
Company, the Bank and GBB
Properties since 1995. He previously
served as a director of the Company
and the Bank from 1990 through
Currently, all directors are
1994. He completed the Maryland
paid a fee of $1,000 for each
Banking School in 1994. He is the
combined regular or special
owner and manager of commercial
John E. 60/ Director since 1995/ meeting of the Company and
Public 12 3 and residential properties in northern 2008 Proxy
Demyan Expires 2011 the Bank attended, with fees
Anne Arundel County, Maryland. Mr.
paid for one excused
Demyan is also a commercial multi-
absence. In addition to the
engine pilot and flight instructor. He
foregoing director‘s fees, Mr.
is an active volunteer with Angel
Demyan is compensated at
Flight Mid-Atlantic, an organization
the rate of $30,000 per
that provides free air transportation
annum for the additional
for medical treatments to individuals
responsibilities of serving as
who have exhausted their resources
the Chairman of the Board.
as a result of their medical condition.
Directors (other than F.
William Kuethe, Jr., Mr.
Demyan and Mr. Livingston
who receive no fees for
committee meetings) are
paid an additional $300
chairman fee or $200
member fee, as applicable,
for each committee meeting.
Directors are also eligible for
annual bonuses.
Demyan is compensated at
the rate of $30,000 per
annum for the additional
responsibilities of serving as
the Chairman of the Board.
Directors (other than F.
William Kuethe, Jr., Mr.
Charles Lynch, Jr. is President of Demyan and Mr. Livingston
The General Ship Repair who receive no fees for
Corporation in Baltimore, Maryland committee meetings) are
and has nearly 30 years of paid an additional $300
experience in marine engineering chairman fee or $200
and ship repair. He holds a Bachelor member fee, as applicable,
of Science degree in Industrial for each committee meeting.
Charles 54/ Director since 2003/
Engineering, with a minor in Ocean Directors are also eligible for
Lynch, Jr. Expires 2011 annual bonuses.
Engineering, from the University of
Miami and serves on the Baltimore
Maritime Museum‘s Board of
Directors. He is an active member of
the Annapolis Yacht Club and St.
Annes Episcopal Church in
Annapolis, Maryland.
Frederick W. Kuethe, III has been a
Vice President of the Company
since 1995 and a director of the
Bank since 1988. In addition to his
active participation on the board, he
also works in software design and
F.W. Kuethe, 48/ Director since 1992/
systems integration at Northrop
III Expires 2011
Grumman Corp. (formerly
Westinghouse Electric Corporation).
He is a graduate of the Maryland
Banking School. Frederick W.
Kuethe, III is the son of F. William
Kuethe, Jr.
Mary Lipin Wilcox is a teacher at
Belle Grove Elementary School in
Brooklyn Park, Maryland. She is an
active member of her church, the
teacher‘s association and the
Mary Lou 59/ Director since 1997/
community. She has served on the
Wilcox Expires 2011
Glen Burnie Improvement
Association‘s Carnival Banking
Committee for over 35 years as well
as serving on other Carnival
committees.
Michael G. Livingston was appointed
Deputy Chief Executive Officer and
Executive Vice President in August
2004 and became a Director on
January 1, 2005. Mr. Livingston was
a Senior Vice President from
January 1998 until August 2004 and
Michael G. 54/ Director since 2005/
had been Chief Lending Officer of
Livingston Expires 2009
the Bank from 1996 until August
2004. He served as Deputy Chief
Operating Officer from February 14,
2003 through December 31, 2003
and was appointed the Chief
Operating Officer effective January
1, 2004.
F. William Kuethe, Jr. has served as
President and Chief Executive
Officer of the Company and the
Bank since 1995. He also served as
a director of the Bank from 1960
through 1989. He was formerly
F. William 75/ Director since 1995/
President of Glen Burnie Mutual
Kuethe, Jr. Expires 2008
Savings Bank from 1960 through
1995. Mr. Kuethe, a former licensed
appraiser and real estate broker,
has banking experience at all levels.
F. William Kuethe, Jr. is the father of
Frederick W. Kuethe, III.
Thomas Clocker has been the
owner/operator of Angel‘s Food
Market in Pasadena, Maryland since
1960. He served on the Mid-Atlantic
Food Association‘s board of
Thomas 73/ Director since 1995/
directors for nine years and is a
Clocker Expires 2010
founding member of the Pasadena
Business Association. Mr. Clocker is
actively involved in the community
as a supporter of local schools,
athletic associations and scouting
groups.
William N. Scherer, Sr. has been a
member of the local business
community since 1952 when he
owned and operated an accounting
and tax business. After graduating
from law school in 1962, he opened
a law practice in Glen Burnie. He
William N. 84/ Director since 1995/
currently specializes in wills and
Scherer, Sr. Expires 2010
estates. He previously operated
Scherer‘s Market in Jessup,
Maryland from 1960 to 2004. Mr.
Scherer is chairman of the Audit
Committee. Mr. Scherer is past
director of the Chartwell Golf and
Country Club and past director of
the Mariner Sands Chapel.
Karen B. Thorwarth is a Certified
Insurance Counselor and a licensed
agent. She has 24 years of
Karen B. 50/ Director since 1995/
experience including commercial
Thorwarth Expires 2010
property and casualty insurance,
marketing, and underwriting of
commercial boat and pleasure yacht
insurance.
Shirley E. Boyer is the
owner/manager of a large number of
residential properties in Anne
Shirley E. 71/ Director since 2006/ Arundel County, Maryland. She has
Boyer Expires 2010 13 years experience in the local
banking industry where she was
given progressive responsibilities,
holding positions from Teller to
Assistant Branch Manager.
Norman E. Harrison has 32 years of
experience as a certified public
accountant. He is a founding partner
of Harrison, Fields & Company, LLC,
a public accounting firm specializing
in auditing, accounting, taxes and
consulting. Prior to opening the
company, Mr. Harrison was a senior
partner responsible for managing
the Baltimore office of Stegman &
Norman E. 62/ Director since 2005/
Company, P.A., a large regional
Harrison Expires 2009
public accounting firm. Mr. Harrison
is a member of the American
Institute of Certified Public
Accountants, the Maryland
Association of Certified Public
Accountants and the National
Association of Credit Union
Supervisory and Auditing
Committee. He currently serves as
an advisory board member of
several corporations.
Edward L. Maddox has 31 years of
professional experience in the
financial services industry. He
currently provides expertise in the
areas of profitability reporting,
commercial lending revenue
enhancement and international cash
management products to major U.S.
banks as a consultant with
Automated Financial Systems.
During his career Mr. Maddox
worked in the operations division of
First National Bank of Maryland and
the Equitable Trust Company. He
was a member of the Adjunct
Edward L. 57/ Director since 2005/ Faculty at Loyola College from 1980 -
Maddox Expires 2009 1985 while serving as the Director of
Consulting for Commercial Banking
Funds Management with Littlewood,
Shain & Company. In 2003,
Governor Robert L. Ehrlich
appointed Mr. Maddox to the
Maryland State Information
Technology Board. He served as a
Delegate on the Greater Severna
Park Council from 1979-1982 and
1989-1993. He currently serves on
the Shipley‘s Choice Community
Association‘s Board of Directors
where he has held several
leadership positions including a
three-year term as President.
The Audit Committee consists of Directors William N. Scherer, Sr., Shirley E. Boyer, Karen B. Thorwarth, Norman E.
The Compensation Committee is composed of Directors Shirley E. Boyer, F. William Kuethe, Jr., John E. Demyan, William N.
Scherer, Sr., Frederick W. Kuethe, III, Thomas Clocker, Michael G. Livingston, Norman Harrison, and Karen Thorwarth.
The independent members of the Company‘s Board of Directors acts as a nominating committee for the annual
selection of its nominees for election as directors, and the Board held one meeting during 2008 in order to make
nominations for directors.
GENVEC, INC.
65 West Watkins Mill Road
Gaithersburg, Maryland 20878
www.genvec.com
(240) 632-0740
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
Prior to joining GenVec, he was Executive
Vice President of Research and
Development with Oncologix, Inc. (now
Antigenics, Inc.), a biotechnology company.
Previous experience included Manager,
Cancer Research at Pfizer, Inc., a
pharmaceutical company. Dr. Fischer
Paul H. Fischer, 58/ Director since 1996/ 2008
Public 7 0 received his B.S. in Biology from the
Ph.D Expires 2009 Proxy
University of Denver, his Ph.D. in
The Company‘s current policy
Pharmacology from the University of
for the compensation of non-
California at San Francisco and performed
employee directors, which was
post-doctoral research in Pharmacology at
in place for 2007, provides that
Yale University School of Medicine and was
nonemployee directors of the
an associate Professor of Human Oncology
Company receive $20,000
at the University of Wisconsin.
annually for their service on the
Board of Directors, $2,000 for
each Board meeting attended,
and $1,000 for each committee
meeting attended. Additionally,
the chairman of each of the
Company‘s committees
receives an additional annual
payment of $3,500 with the
exception of the Audit
Committee chairman who
receives an annual payment of
$5,000. The Chairman of the
Board of Directors receives
$24,000 annually, $4,000 for
each Board meeting attended,
and $1,000 per committee
meeting.
for the compensation of non-
employee directors, which was
in place for 2007, provides that
nonemployee directors of the
Company receive $20,000
annually for their service on the
Dr. Hockmeyer founded MedImmune, Inc. in Board of Directors, $2,000 for
April 1988 as President and Chief Executive each Board meeting attended,
Officer and was elected as a director of and $1,000 for each committee
MedImmune in May 1988. Dr. Hockmeyer meeting attended. Additionally,
became Chairman of the Board of Directors the chairman of each of the
of MedImmune in May 1993. He relinquished Company‘s committees
his position as Chief Executive Officer in receives an additional annual
October 2000 and now serves as the payment of $3,500 with the
Chairman of the Board of Directors and exception of the Audit
President of MedImmune Ventures, Inc. Dr. Committee chairman who
Hockmeyer earned his bachelor‘s degree receives an annual payment of
from Purdue University and his Ph.D. from $5,000. The Chairman of the
Wayne T. 63/ Director since 2000/ the University of Florida in 1972. Dr. Board of Directors receives
Hockmeyer, Ph.D Expires 2009 Hockmeyer was recognized in 1998 by the $24,000 annually, $4,000 for
University of Florida as a Distinguished each Board meeting attended,
Alumunus and in 2002, Dr. Hockmeyer was and $1,000 per committee
awarded a Doctor of Science honoris causa meeting.
from Purdue University. Dr. Hockmeyer is a
member of the Maryland Economic
Development Commission and the Maryland
Governor‘s Workforce Investment Board
(GWIB). He is also a member of the Board of
Directors of Advancis Pharmaceutical
Corporation, Vanda Pharmaceuticals Inc.,
Idenix Pharmaceuticals, Inc., and TolerRx,
Inc. and serves on the boards of several
educational and philanthropic organizations.
Dr. Horovitz served as a director of Diacrin
from 1994 to August 2003. Dr. Horovitz was
Vice President, Business Development and
Planning at Bristol-Myers Squibb
Pharmaceutical Group from 1991 until 1994
and was Vice President, Licensing from 1989
Zola P. Horovitz, 73/ Director since 2003/ to 1991. Prior to 1989, Dr. Horovitz spent 30
Ph.D Expires 2010 years as a member of the Squibb Institute for
Medical Research. Dr. Horovitz is also a
director of Avigen, Inc., BioCryst
Pharmaceuticals, Genaera Pharmaceuticals,
Nitromed, DoV Pharmaceuticals, Immunicon
and Palatin Technologies. Dr. Horovitz
received his Ph.D. from the University of
Marc R. Schneebaum has served as a
director of GenVec since April 2007 as a
successor to Barbara H. Franklin. Mr.
Schneebaum is Chairman of the Audit
Committee. Mr. Schneebaum is currently
President and CEO of Sensors for Medicine
and Science, Inc. (SMSI), an emerging
medical technology company. Previously, he
served as Senior Vice President, Finance,
Business Development and Administration,
and CFO of Genetic Therapy, Inc. (GTI), a
Marc R. 55/ Director since 2007/ biotechnology company. Prior to his tenure at
Schneebaum Expires 2011 GTI, Mr. Schneebaum was a Vice President
at Alex Brown & Sons Incorporated, a
leading investment banking firm (now part of
Deutsche Bank), where he participated in a
variety of finance and strategic assignments.
Mr. Schneebaum began his career in the
accounting and auditing group at KPMG,
advancing to senior manager in the
management consulting group. Mr.
Schneebaum, a CPA, received his degree in
Business Administration from the University
of Maryland. He serves on the board of the
March of Dimes of Maryland.
Dr. Kelley brings a long history of
involvement in experimental models of gene
therapy to the Board. Dr. Kelley and his
colleagues at the University of Michigan were
the first to propose in vivo gene therapy as it
is recognized today and the first to directly
administer a human gene in vivo and obtain
expression in an experimental animal model.
In the fall of 1989, Dr. Kelley became
Executive Vice President of the University of
Pennsylvania with responsibilities as Chief
Executive Officer for the Medical Center,
William N. Kelley, 68/ Director since 2002/
Dean of the School of Medicine, and the
M.D. Expires 2010
Robert G. Dunlop Professor of Medicine and
Biochemistry and Biophysics. In the national
leadership arena, Dr. Kelley has served as
President of the American Society for Clinical
Investigation, President of the American
College of Rheumatology, Chair of the
American Board of Internal Medicine and
Chair of the Residency Review Committee
for Internal Medicine. Dr. Kelley also serves
as a director of Merck & Company; Beckman
Coulter, Inc.; Advanced Bio-Surfaces, Inc.,
and Polymedix, Inc.
Mr. Rooney is currently the president of
Beacon Consulting Group, a company
focused on providing strategic consulting
services to biopharmaceutical executives, a
position he has held since 2007. Previously,
from 2005 to 2007 he served as vice
president, sales and marketing, for
MedImmune‘s oncology division. Prior to this,
from 2003 to 2005, he was a Senior Director
of Marketing at MedImmune. From July 1997
to July 2003, Mr. Rooney worked for Bristol-
Myers Squibb Company holding positions of
42/ Director since 2008/ increasing responsibility, including, Senior
Kevin M. Rooney
Expires 2011 Director of Marketing, Director of Marketing,
and Senior Product Manager. Mr. Rooney
also held marketing positions at Glaxo
Wellcome, Inc. and Burroughs Wellcome
Company. He received his MBA from the J.L.
Kellogg School of Management at
Northwestern University and his bachelor‘s
degree from the University of Virginia. He is
also a member of the board of trustees for
the National Foundation for Infectious
Disease, a non-profit foundation for
infectious disease education of medical
professionals and the public.
Mr. Ruch served as a director of Diacrin from
March 1998 to August 2003. Mr. Ruch is the
Chairman and Chief Executive Officer of Rho
Capital Partners, Inc., an investment and
venture capital management company, which
he co-founded in 1981. Prior to founding
58/ Director since 2003/
Joshua Ruch Rho, Mr. Ruch was employed in investment
Expires 2011
banking at Salomon Brothers. Mr. Ruch
received a B.S. degree in electrical
engineering from the Israel Institute of
Technology (Technion) and an MBA from the
Harvard Business School. Mr. Ruch is also a
director of a number of private companies.
The members of the Nominating and Corporate Governance Committee are William N. Kelley, M.D. (Chairman), Wayne T. Hockmeyer, Ph.D. and Zola P. Horovitz, Ph.D.
The members of the Audit Committee are Marc R. Schneebaum (Chairman), Zola P. Horovitz, Ph.D., William N. Kelley, M.D., and Kevin M. Rooney.
The members of the Compensation Committee are Wayne T. Hockmeyer, Ph.D. (Chairman), Joshua Ruch, and Marc R. Schneebaum.
GP Strategies Corporation.
6095 Marshalee Drive, Suite 300
Elkridge, MD 21075
www.gpworldwidecom
(888) 843-4784
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
President from 2001 until February
2006 and Chief Executive Officer
since April 2005. He was Chief Our Board of Directors has
Financial Officer from 1989 until adopted guidelines for the
December 2005, Executive Vice compensation of our non-
President from 1998 to 2001, and Vice employee directors. Effective
President from 1985 to 1998. He has July 1, 2006, our non-
been a Director of GSE Systems, Inc. employee directors are paid a
Scott N. 50/Director since
Public 7 1 ("GSE") since 1999 and was a retainer of $25,000 per year. 2007 proxy
Greenberg 1987/2008
Director of Five Star Products, Inc. In addition, the Chairman of
("Five Star") from 1998 to 2003 and a the Board receives an
Director of Valera Pharamceuticals additional $40,000 per year;
("Valera') until January 2005. Mr. the Chairman of the Audit
Greenberg has also been a Director Committee receives an
and Chief Financial Officer of National additional $15,000 per year;
Patent Development Corporation members of the Audit
("NPDC") since 2004. Committee receive an
additional $5,000 per year;
the Chairman of the
Compensation Committee
receives an additional $5,000
per year; and members of the
Compensation Committee
receive an additional $2,500
per year. These annual fees
are prorated and paid on a
quarterly basis. At the option
of the directors, up to one-half
of the fees may be paid in
shares of our Common Stock.
In addition to the annual
retainers, each non-employee
director receives $1,500 for
each Board meeting attended
additional $40,000 per year;
the Chairman of the Audit
Committee receives an
additional $15,000 per year;
members of the Audit
Committee receive an
additional $5,000 per year;
He has been Chairman and Managing the Chairman of the
Member of Bedford Oak Compensation Committee
Management, LLC since 1998. Prior receives an additional $5,000
thereto, Mr. Eisen served as Senior per year; and members of the
Vice President of Travelers, Inc. and Compensation Committee
of Primerica prior to its merger with receive an additional $2,500
Travelers in 1993. Mr. Eisen has over per year. These annual fees
thirty years of asset management are prorated and paid on a
experience, is often consulted by the quarterly basis. At the option
national media for his views on all of the directors, up to one-half
phases of the investment of the fees may be paid in
marketplace, and is frequently quoted shares of our Common Stock.
in The Wall Street Journal, The New In addition to the annual
York Times, PensionWorld, U.S. retainers, each non-employee
64/Director since News & World Report, Financial director receives $1,500 for
Harvey P. Eisen
2005/Expires 2008 World and Business Week, among each Board meeting attended
others. Mr. Eisen also appears and $750 for each committee
regularly on such television programs meeting attended, but only if
as Wall Street Week, CNN, and the committee meeting is held
CNBC. Mr. Eisen is a Trustee of the on a different date than the
University of Missouri Business Board meeting. On
School where he established the first September 14, 2006, we
accredited course on the Warren granted 2,000 shares of
Buffet Principles of Investing. Mr. restricted stock to each non-
Eisen has also been a Director of employee director, which
NPDC since August 2004. He is also stock vests quarterly over one
a Trustee of Rippowam Cisqua year subsequent to the grant
School in Bedford, New York and the date.
Northern Westchester Hospital
Center.
Mr. Geller is Co-Founder and Senior
Managing Director of St. Cloud
Capital, a Los Angeles based private
investment fund formed in December
2001. He is also Chairman, Chief
Executive Officer and Founding
Partner of Geller & Friend Capital
Partners, Inc., a private merchant
bank formed in 1995. Mr. Geller has
spent more than forty years in
corporate finance and investment
banking, including twenty one years
as a Senior Managing Director of
Bear, Stearns & Co. with oversight of
all operations in Los Angeles, San
Marshall S. 68/Director since Francisco, Chicago, Hong Kong and
Geller 2002/Expires 2008 the Far East. Mr. Geller is currently
Non-Executive Chairman of the Board
of ShopNBC-ValueVision Media, Inc.
(NasdaqNM: VVTV), and serves as a
Director of 1st Century Bank, Los
Angeles (Nasdaq:FCNA), Blue
Holdings, Inc. (NasdaqNM: BLUE),
National Holdings Corp. (NHLD.OB),
SCPIE Holdings, Inc. (NYSE: SKP)
and is on the Board of Governors of
Cedars Sinai Medical Center, Los
Angeles. He was previously the
Interim Co-Chairman of Hexcel
Corporation (NYSE:HXL) and Interim
President and Chief Operating Officer
of Players International, Inc. Mr. Geller
also serves on the Dean's Advisory
Mr. Pfenniger is the Chairman of the
Board, President, and Chief Executive
Officer of Continucare Corporation, a
provider of primary care physician
services. Mr. Pfenniger was appointed
President and Chief Executive Officer
in October 2003 after having served
as a member of the board of
Continucare since March 2002 and as
Chairman since September 2002. Mr.
Pfenniger was the Chief Executive
Officer and Vice Chairman of
Richard C. 51/Director since
Whitman Education Group, Inc., a
Pfenniger, Jr. 2005/Expires 2008
provider of career-oriented higher
education, from 1997 until June 2003.
From 1994 to 1997, Mr. Pfenniger
served as the Chief Operating Officer
of IVAX Corporation, and from 1989 to
1994 he served as the Senior Vice
President-Legal Affairs and General
Counsel of IVAX Corporation, a multi-
national pharmaceutical company.
Mr. Pfenniger currently serves as a
Director of Cellular Technical Services
Company, Inc.
Mr. Strait presently practices as a
Certified Public Accountant under the
name A. Marvin Strait, CPA. He has
practiced in the field of public
accountancy in Colorado for over 40
years. He presently serves as a
member of the Board of Trustees of
the Colorado Springs Fine Arts Center
Foundation, the Sam S. Bloom
Foundation, The Penrose-St. Francis
Health Foundation and Peak
Education. He also presently serves
as a member of the Board of Directors
73/ Director since 2007/ and Chairman of the Audit Committee
A. Marvin Strait
Expires 2008 of Sturm Financial Group, Inc., RAE
Systems, Inc. and Continucare
Corporation, and on the Community
Advisory Panel of American National
Bank. Mr. Strait previously served as
the Chairman of the Board of
Directors of the American Institute of
Certified Public Accountants (AICPA),
as President of the Colorado Society
of Certified Public Accountants and
the Colorado State Board of
Accountancy, and serves as a
permanent member of the AICPA
Governing Council.
Mr. Washington is the Director of
Football Operations with the National
Football League (NFL) in New York.
He previously served as a
professional sportscaster and as
Assistant Athletic Director for Stanford
University prior to assuming his
Gene A. 60/ Director since 2007/
present position with the NFL in 1994.
Washington Expires 2008
Mr. Washington serves and has
served on numerous corporate and
civic boards, including serving as a
director for several NYSE-listed
companies including dELiA*s,
Goodrich Petroleum Corporation and
the former New York Bancorp, Inc.
Mrs. Kelly is currently President and
Chief Executive Officer of Kelly
Consulting LLC, an investment and
consulting firm. From 1995 to January
2007 she was a member of the U.S.
House of Representatives,
representing the 19th Congressional
71/ Director since 2007/ District of New York. While in
Sue W. Kelly
Expires 2008 Congress she served on the Board of
Visitors of the U.S. Military Academy
of West Point and on the House
Financial Services Committee, among
other assignments. Prior to becoming
a Congresswoman, she worked in a
variety of positions, including various
businesses and education.
The members of the Audit Committee are Ogden R. Reid, Marshall S. Geller and Richard C. Pfenniger, Jr.
The members of the Compensation Committee are Harvey P. Eisen, Marshall S. Geller and Richard C. Pfenniger, Jr.
The members of the Nominating/Corporate Governance Committee are Harvey P. Eisen, Marshall S. Geller and Richard C. Pfenniger, Jr.
Cytomedix, Inc.
416 Hungerford Drive, Suite 330
Rockville, Maryland 20850
www.cytomedix.com
(240) 499-2680
Public Number Number Last
Names of
or of of Female Age/Term/Expiration Background Information Board Compensation Updated/
Directors
Private Directors Directors Source
Mr. Benson has over 25 years of
experience in the healthcare industry,
and also serves as a director of
Cryolife, Inc. Recently, he retired
from the Advanced Medical Device
Association (Advamed) where he
served as executive vice president for
For service during 2007,
technical and regulatory affairs. Prior
each non-employee director
to that, he held numerous senior
was entitled to and received
positions at the Food and Drug
options to purchase 30,000
Administration (FDA) over a twenty
shares of the Company‘s
year period. He retired from the FDA
common stock; each
as director of the Center for Devices
committee chair was entitled
and Radiological Health (CDRH).
to and received options to
Earlier, he served as deputy
purchase 10,000 shares of
James S. 69/ Director since commissioner of the FDA, and also
Public 6 0 the Company‘s common 2008 Proxy
Benson 2004/Expires 2009 as its commissioner for a one-year
stock; each non-employee
period. During his tenure with the
director was entitled to and
FDA, Mr. Benson worked closely with
received $500 for his
other Federal Agencies and worked
participation in each
with Congress to craft and create
telephonic meeting of the
various pieces of legislation including
Board or a Committee and
"The Food and Drug Modernization
$1,000 for his participation in
Act of 1997", "The Biomaterials
each in-person meeting of
Access Act of 1998" and "The
the Board or a Committee.
Medical Device User Fee and
Modernization Act of 2002". Mr.
Benson earned a B.S. degree in civil
engineering from the University of
Maryland and a M.S. degree in
nuclear engineering from the Georgia
Institute of Technology.
Mr. Crews is executive vice president
of Crews and Associates, Inc., a
brokerage house located in Little
Rock, Arkansas, founded by his
father. Mr. Crews has worked at
Crews & Associates for more than 19
years, specializing in the fixed income
45/ Director since markets. He is a former partner of All
DAVID P.
January 2001/ Expires American Leasing, a municipal
CREWS
2009 finance firm, and also serves as vice
president, secretary, and treasurer of
CHASC, Inc., an entity that acquired
Smith Capital Management (an
investment advisory firm). Mr. Crews
is also a Board Member of Pure
Energy Group, Inc. (an oil and gas
company).
Mr. Deva is the founder and
President of Deva & Associates,
P.C., a Rockville, Maryland based
mid-size accounting and consulting
firm that provides accounting,
auditing, litigation support, due
diligence, cost-benefit analysis and
other financial consulting services to
many Federal agencies and
corporations. He is also the founder
and President of
CPAMoneyWatch.com, LLC, a web
based business services provider
offering online accounting and
business solutions to small and mid-
ARUN K. 63/ Director since 2004/ sized businesses. Prior to
DEVA Expires 2009 establishing Deva & Associates in
1991, Mr. Deva was a partner at
Touche Ross & Co. (now Deloitte &
Touche). He has served as a
management consultant for several
public and private companies with a
focus on financial restructurings,
negotiations with lenders and
creditors, financial reporting and
disclosures, and filings with the
Securities and Exchange
Commission. Mr. Deva is a member
of the American Institute of Certified
Public Accountants, Maryland
Association of Certified Public
Accountants and Association of
Government Accountants. He was
Mr. Drohan recently retired from
Baxter Healthcare Corporation where
he served as Senior Vice President
and President of Baxter's medication
delivery business, a position he held
since May 2001. In this capacity, he
had direct general management
responsibility for the development
and worldwide marketing of
intravenous products, drug-delivery
and automated distribution systems,
as well as anesthesia, critical care
and oncology products representing
DAVID F. 69 Director since 2004/ $4 billion in combined annual sales.
DROHAN Expires 2009 He joined Baxter in 1965 as a territory
manager in New York and throughout
the years has held a succession of
senior positions. Prior to joining
Baxter, Mr. Drohan worked for
Proctor & Gamble. He is a member of
the St. Louis College of Pharmacy's
board of trustees, chairman of Lake
County Ecomomic Development
Corporation and President of the
Riverside Foundation. He earned his
bachelor's degree in industrial
relations from Manhattan College,
New York.
Mr. McLoughlin currently serves as
Vice-President and General Manager
of the Scientific Products Division of
Cardinal Health, Inc., one of the
world's largest health care
manufacturing and distribution
companies. In this capacity, he has
full general management
responsibility for the distribution,
marketing and sales of thousands of
medical devices and reagents that
can support more than 90% of
MARK T. laboratory requirements in virtually
52 Director since 2004/
McLOUGHLI every clinical laboratory discipline.
Expires 2009
N Prior to joining Cardinal, he was vice
president of commercial operations
for Norwood Abbey Ltd., an
Australian-based medical technology
company. Earlier, he was President
of North American operations for Ion
Beam Application, Inc., a Belgium-
based global medical technology
company. His executive career
experience also includes
Mallinckrodt, as well as positions with
other healthcare companies.
Dr. Mohan served as Chief Executive
officer of International Remote
Imaging Systems, Inc., the
predecessor company of IRIS
International. Previously, he was the
Chief Regulatory and Technology
Strategist for the Law Firm of King
and Spalding, Senior Vice-President
and Chief Technology Officer for
Boston Scientific Corporation, and
Corporate Vice-President of Baxter
International, responsible for all
corporate research and technical
services and was a member of the
Baxter operating management team.
DR. KSHITIJ 63/ Director since 2004/ Prior to entering the private sector,
MOHAN Expires 2009 Dr. Mohan served in various
capacities within the U.S. Food and
Drug Administration, including
leading the science and technology
programs and the office of product
evaluation and approval of medical
devices and between 1979 - 1983
served in the White House Office of
Management and Budget with
responsibilities for the national R & D
policies, programs of the National
Science Foundation and NASA's
Aeronautical and Space Research
and Technology programs. Dr Mohan
has been widely published in the field
of health policies, regulations and
Applied Physics and served on
Audit Committee: Arun Deva (chairman), David Crews and David Drohan
Compensation Committee: Mark McLoughlin,James S. Benson (Chair), David Crews and David Drohan
Nominating and Governance Committee - James Benson (Chair), Arun Deva and Mark McLoughlin
GSE SYSTEMS, INC.
7133 Rutherford Road, Suite 200
Baltimore, MD 21244
www.gses.com
(410) 277-3740
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
Mr. Feldman was founder of GP
Strategies and was its Chief
Executive Officer and Chairman of
the Board until April 2005. On April
26, 2005 Mr. Feldman was elected
Chairman of the Executive
¨ Annual Retainer: an annual
Committee of GP Strategies. He has
retainer of $12,000 will be paid
been Chairman of the Board of Five
to all directors who do not chair
Star Products, Inc., a paint and
a committee and are classified
hardware distributor, since 1994;
as ―Independent Directors‖
Chairman of the Board and Chief
Jerome I. 80/ Director since 1994/ Executive Officer of National Patent based upon the SEC and
Public 9 0 AMEX criteria for Independent 2008 Proxy
Feldman Expires 2009 Development Corporation, a holding
Directors. The Chairman of the
company with interests in optical
Board, the Chairman of the
plastics, paint and hardware
Compensation Committee and
distribution services since August
the Chairman of the Audit
2004; and a Director of Valera
Committee will each be paid an
Pharmaceuticals, Inc., a specialty
annual retainer of $25,000 per
pharmaceutical company, since
year. ¨ Board of Committee
January 2005. Mr. Feldman is also
Meeting Attendance Fees:
Chairman of the New England
Independent Directors will be
Colleges Fund and a Trustee of
paid $1,500 for each Board
Northern Westchester Hospital
meeting attended. Members of
Foundation.
the Audit Committee will
receive $500 for each Audit
Committee meeting attended. ¨
Stock Options: On an annual
basis, each Independent
Director will be awarded non-
qualified GSE stock options to
purchase 10,000 shares of the
Company‘s common stock,
annual retainer of $25,000 per
year. ¨ Board of Committee
Meeting Attendance Fees:
Independent Directors will be
paid $1,500 for each Board
meeting attended. Members of
Mr. Feldman joined the Company in the Audit Committee will
early 2004 as Director of receive $500 for each Audit
International Sales and Marketing. Committee meeting attended. ¨
Prior to joining GSE, he was Chief Stock Options: On an annual
Executive Officer of RedStorm basis, each Independent
Scientific, Inc., a biotech company Director will be awarded non-
that assists pharmaceutical qualified GSE stock options to
41/ Director since companies in shortening the drug purchase 10,000 shares of the
Michael D.
January 2006/ Expires discovery process through its Company‘s common stock,
Feldman
2009 understanding of proteins. Mr. pursuant to the Company‘s
Feldman had previously held Plan.
positions with GP Strategies
Corporation and General Physics in
international sales and marketing.
Mr. Feldman graduated from Cornell
University with a BA in 1989. Mr.
Feldman is the son of Jerome I.
Dr. Glashow is the Higgins Professor
of Physics Emeritus at Harvard
University, and a university professor
and the Arthur G.B. Metcalf
Professor of Mathematics & the
Sciences at Boston University since
July 2000, and previously taught
physics at other major universities in
Massachusetts, Texas, California
and France. In 1979, Dr. Glashow
received the Nobel Prize in Physics.
Dr. Glashow was a director of GP
Sheldon L. 75/ Director since 1995/ Strategies from 1997 to 2001; a
Glashow Expires 2009 director of General Physics
Corporation from 1987 to 1995; and
a director of Interferon Sciences,
Inc., a pharmaceuticals company
since 1991. Dr. Glashow also serves
on the Board of Directors of
RedStorm Scientific, Inc., a
computational drug design company.
Dr. Glashow previously served as a
director of Duratek, Inc., an
environmental technology and
consulting company, from 1985 to
1995. Dr. Glashow is a foreign
Mr. Greenberg has served Korean
member of the Russian and on the
Board of Directors of GP Strategies
since 1987, was its President from
2001 until February 2006, and its
Scott N. 52/ Director since 1999/ Chief Executive Officer since April
Greenberg Expires 2009 2005. He was the Chief Financial
Officer of GP Strategies from 1989
until December 2005. Mr. Greenberg
also served as a director of Valera
Pharmaceuticals, Inc. until January
2005.
Dr. Hagengruber retired in 2003 as
the Senior Vice President for
National Security and Arms Control
at the Sandia National Laboratories,
where he served as an officer for
over 17 years. In his former position,
he led programs in nuclear
technologies, arms control, satellite
and sensor systems, security, and
international programs, including an
extensive set of projects within the
Roger L. 66/ Director since 2001/
states of the former Soviet Union. Dr.
Hagengruber Expires 2009
Hagengruber serves on the Advisory
Board of ManTech International
Corporation. He is Senior Vice
President Emeritus at Sandia
National Laboratories and a
professor at the University of New
Mexico, where he also serves as
director of the Institute for Public
Policy. Dr. Hagengruber holds B.S.,
M.S. and Ph.D. degrees from the
University of
In 1998, Mr. Lewis retired from
Johnson Controls, Inc. after 39 years
of service, including his tenure from
1986 to 1998 as Executive Vice
President with responsibilities for its
Controls Group. Mr. Lewis is
Chairman of the Board of DryKor Ltd
of Israel, a manufacturer of
Joseph W. 73/ Director since 2000/ dehumidification equipment. He has
Lewis Expires 2009 served as a director of Wheaton
Franciscan Services, Inc., a multi-
system health care provider, since
1991 and served as its Treasurer
from 1993 until 2002, and is currently
Chairman of the Board, appointed on
July 1, 2003. He previously served as
a director of Entek IRD International
until its sale to Allen Bradley, a
On November 11, 2003, Mr. Moran
was appointed Chief Executive
Officer of GSE Systems, Inc. Since
October 2001, Mr. Moran has served
as Vice President of GP Strategies
Corporation. He was elected Director
of Five Star Products, Inc. in January
2002 and is responsible for leading
that company's strategic steering
committee. Five Star, the largest
John V. 58/ Director since 2003/ distributor of home improvement
Moren Expires 2009 products in the Northeast, was a
majority-owned subsidiary of GP
Strategies, prior to the spin-off of
NPDC on November 24, 2004. He
served as President and Chief
Executive Officer of GP e-Learning
Technologies, Inc. from 2000 to
2001, and was Group President of
the Training and Technology Group
of General Physics Corporation, a
wholly owned subsidiary of GP
He currently serves as Chairman of
the Board, Chief Executive Officer
and President of ManTech
International Corp. Mr. Pedersen co-
founded ManTech in 1968. He was
elected Chairman of
ManTech's Board of Directors in
1979. In 1995, Mr. Pedersen was
elected to the additional positions of
President and Chief Executive
Officer. Mr. Pedersen has also
served as President and/or Chairman
of the Board of a number of
George J. 73/ Director since 1994/ ManTech subsidiaries. Mr. Pedersen
Pedersen Expires 2009 also serves as a director, Vice
President and a member of the
executive committee of the
Professional Services Council; a
trustee and a member of the
executive committee of the National
Security Industrial Association; and
as a director of the Ivymount School.
Mr. Pedersen currently serves as
Chairman of the Board of MARE,
Inc., Chairman of the Board of the
Institute of Software Research,
Chairman of the Board of Vega
International, and a member of the
Mr. Tawes is the Executive Vice
President and Head of Investment
Banking and a member of the Board
of Directors at Northeast Securities,
Inc. From 2000-2001 he was a
Managing Director for C.E.
Unterberg, Towbin, an investment
and merchant banking firm
specializing in high growth
technology companies. Mr. Tawes
spent 20 years at Oppenheimer &
Co. Inc. and CIBC World markets,
where he was Director of Equity
Research from 1991 to 1999. He was
also Chairman of the Stock Selection
O. Lee 61/ Director since August Committee at Oppenheimer & Co., a
Tawes, III 2006/ Expires 2009 member of its Executive Committee
and a member of its Commitment
Committee. From 1972 to 1990, Mr.
Tawes was an analyst covering the
food and diversified industries at
Goldman Sachs & Co. and
ppenheimer & Co. As food analyst,
he was named to the Institutional
Investor All America Research Team
five times from 1979 through 1984.
Mr. Tawes is a graduate of Princeton
University and received his MBA
from Darden School at the University
of Virginia. He serves on various
boards including the Board of
Trustees and Finance Committee of
the St. Andrews School in
Executive Committee: Jerome I. Feldman, John V. Moran, George J. Pedersen
Audit Committee: Sheldon L. Glashow, Roger L. Hagengruber, Joseph W. Lewis
Compensation Committee: O. Lee Tawes, III, George J. Pedersen
Nominating Committee: Sheldon L. Glashow, George J. Pedersen
Hanger Orthopedic Group, Inc. 2
Bethesda Metro Center, Suite 1200
Bethesda, Maryland 20814
www.hanger.com
(301) 986-0701
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
Mr. Sabel, CPO has been the Chairman
of the Board of Directors and Chief
Executive Officer since August 1995 and
was President from November 1987 to
January 2002. Mr. Sabel also served as
the Chief Operating Officer from
November 1987 until August 1995. Prior
to that time, Mr. Sabel had been Vice
President-Corporate Development from
September 1986 to November 1987. Mr.
Sabel was the founder, owner and
The compensation structure for
President of Capital Orthopedics, Inc.
non-employee directors includes
from 1968 until acquired in 1986. Mr.
the following: The Lead Director
Sabel is a Certified Prosthetist and
(Dr. Tom Cooper) also received
Orthotist, a former clinical instructor in
an additional $7,500 cash
Ivan R. Sabel, 63/ Director since 1986/ orthopedics at the Georgetown 2008
Public 9 1 retainer and 2,000 shares of
CPO Expires 2009 University Medical School in Proxy
restricted stock. • An annual
Washington, DC, a member of the
cash retainer of $30,000 paid in
Government Relations Committee of the
four equal installments. As
American Orthotic and Prosthetic
outlined above, this may be
Association, a former Chairman of the
converted to restricted shares; if
National Commission for Heatlh
selected, this is converted at
Certifying Agencies, a former member of
110% of the cash retainer value.
the Strategic Planning Committee, a
• An annual grant of 8,500
current member of the U.S. Veterans
shares of restricted stock.
Administration Affairs Committee of
These shares have a 3-year
AOPA and a former President of the
vesting cycle (1/3 per year). • A
American Board for Certification in
$1,500 honorarium for Board
Orthotics and Prosthetics. Mr. Sabel also
meetings attended in person, a
serves on the Board of Drectors of
$1,000 honorarium for Board
Beverly Enterprises, Inc., a company
meetings attended via
engaged in the ownership and operation
conference call and a $1,000
of nursing homes, and as a member of
honorarium for any Committee
meeting, whether attended in
person or via conference call. •
A $7,500 cash retainer for the
chairpersons of the Audit and
Compensation Committees and
a $5,000 cash retainer for the
chairpersons of the Corporate
Governance & Nominating and
Quality & Technology
Committees, paid at the same
These shares have a 3-year
vesting cycle (1/3 per year). • A
$1,500 honorarium for Board
meetings attended in person, a
$1,000 honorarium for Board
meetings attended via
conference call and a $1,000
Mr. Kirk has been the President and honorarium for any Committee
Chief Operating Officer of Hanger since meeting, whether attended in
January 2, 2002. From September 1998 person or via conference call. •
to January 1, 2002, Mr. Kirk was a A $7,500 cash retainer for the
principal with AlixPartners, LLC, the chairpersons of the Audit and
management consluting company Compensation Committees and
retained by Hanger to facilitate its a $5,000 cash retainer for the
reengineering process. From May 1997 chairpersons of the Corporate
to August 1998, Mr. Kirk served as Vice Governance & Nominating and
President, Planning, Development and Quality & Technology
Quality for FPL Group, a full service Committees, paid at the same
energy provider located in Florida. From time as the first installment of
April 1996 to April 1997, he served as the annual cash retainer. • A
Vice President and Chief FinanciaL substantial target for stock
officer for Quaker Chemical Corporation ownership by each director, in a
62/ Director since 2002/
Thomas F. Kirk in Pennsyvania. From Devember 1987 to pre-determined timeframe, has
Expires 2009
March 1996, he served as Senior Vice been established. Each director
President and Chief Financial Officer for is expected to own $150,000 of
Rhone-Poulenc, S.A. in Princeton, New Hanger stock within three years
Jersey and Paris, France. From 1977 to or the end of 2010.
1988, he was employed by St. Joe
Mineral Corp., a division of Fluor
Corporation. Prior to this he held
positions in sales, commercial
development, and engineering with
Koppers Co., Inc. Mr. Kird holds a Ph.D.
in strategic planning/marketing, and an
M.B.A. degree in finance, from the
University of Pittsburgh. He also holds a
Bachelor of Scienec degree in
mechanical engineering from Carnegie
Mr. Charrette, M.D. is the co-founder and
former Chairman of Health Resources
Corporation. He also is a General
Partner of Ascendant Healthcare
International and serves as a director
and the President of Latin Healthcare
Investment Management Co., LLC.
Edmond E. 73/ Director since 1996/
Previously, he was the Executive Vice
Charrette, M.D. Expires 2009
President and Chief Medical Officer of
Advantage-Health Corporation from June
1994 to March 1996. From 1988 to 1994,
Dr. Charrette served as the Corporate
Medical Director and Senior Vice
President of Medical Affairs of
Advantage Health Corporation.
Dr. Cooper has been the Chief Executive
Officer of VeriCare Management, Inc.,
which provides mental health services to
patients in long-term care facilities, since
1991 and serves as an Adjunct
Professor at the Columbia University
School of Business. From May 1989 to
January 1997, Dr. Cooper served as the
Thomas P. 64/ Director since 1991/
President and Chief Executive Officer of
Cooper, M.D. Expires 2009
Mobilex U.S.A., a provider of mobile
fiangnostic services to long-term care
facilities. Dr. Cooper was the founder of
Spectrum Emergency Care, a provider of
emergency physicians to hospitals, and
Correctional Medical Systems, a proficer
of health services to correctional
facilities.
Ms. Feldmann serves as a Business
Development Officer at Palmer & Dodge
LLP. Previously, from 1994 to 2002, she
was a Partner at KPMG LLP, holding
various leadership roles in the firm's
Medical Technology and Health Care &
Life Sciences industry groups. Ms.
Feldmann also was National Partner-in-
Cynthia L. 55/ Director since 2003/
Charge of Cooper's & Lybrand Life
Feldmann, CPA Expires 2009
Sciences practice from 1989 to 1994,
among other leadership positions she
held during her 18 year career there. Ms.
Feldmann was a founding board
member of Mass Medic, where she also
served as treasurer and as a member of
the board's Executive Committee during
her tenure in 1997 to 2001.
Mr. Green is a Senior Partner of
FriedbergMilstein, where he is
responsible for structured investments,
including mezzanine and growth equity
transactions. Previously, he was a
Partner-Group Head and Managing
Director of J.P. Morgan Partners. Prior
thereto, he was a Managing Director in
46/ Director since 2001/
Eric A. Green the Merchant Banking Group at Paribas
Expires 2009
for eight years, where he was
responsible for mezzanine, growth equity
and structured investments. Previously,
Mr. Green held corporate planning and
other financial positions at GE Capital
and GE Company. Mr. Green has served
on numerous public and private
company boards of directors.
Mr. Thanhardt is the former President
and Chief Executive Officer of J.E.
Hanger, Inc. of Georgia. He served in
that capacity from 1977 to 1996, on
which date JEH was acquired by Hanger.
Mr. Thranhardt, who commenced his
H.E. Thranhardt, 68/ Director since 1996/ employment with JEH in 1958, has
CPO Expires 2009 occupied leadership positions in
numerous professional O & P
associations, including Chairman of the
Board of the Orthotics and Prosthetics in
1979 and 1980 and President of The
American Academy of Orthotics and
Prosthetics in 1976 and 1977.
Isaac Kaufman, CPA has served as the
Senior Vice President and Chief
Financial Officer of Advanced Medical
Management Inc., a manager of medical
practices and an outpatient surgical
center, since September 1998. From
February 1998 to September 1998, he
served as the Chief Financial Officer of
Bio Science Contract Production Corp., a
contract manufacturer of bulk
pharmaceuticals and biologics. Mr.
Kaufman also served as Chief Financial
68/ Director since 1996/ Officer of VSI Group, Inc. from October
Isaac Kaufman
Expires 2009 1996 to February 1998. Mr. Kaufman
also serves as a director of TransWorld
Entertainment Corporation, a leading
specialty retailer of music and video
products, and Kindred Healthcare, Inc., a
healthcare services company that
through its subsidiaries, operates
hospitals, nursing centers, institutional
pharmacies and a contract rehabilitation
services business across the United
States. Mr. Kaufman holds a Bachelor of
Science degree in accounting and
finance from the University of Maryland.
Bennett Rosenthal is a founding member
of Ares Management, LLC, which,
together with its affiliated managers,
manages the Ares Corporate
Opportunities Fund, L.P., a private
securities investment fund. Prior to
joining Ares Management, LLC, Mr.
Rosenthal was a Managing Director in
the Global Leveraged Finance Group of
Merrill Lynch and was responsible for
Bennett 44/ Director since 2006/ originating, structuring and negotiating
Rosenthal Expires 2009 many leveraged loan and high yield
financings. Mr. Rosenthal was also a
senior member of Merrill Lynch‘s
Leveraged Transaction Commitment
Committee. Mr. Rosenthal is a member
of several Boards of Directors including
the Boards of Directors of Ares Capital
Corporation (Chairman), Ameriqual
Group LLC, Aspen Dental, Douglas
Dynamics, LLC and National Bedding
Company LLC.
The Audit Committee consists of Isaac Kaufman (Chair), Eric A. Green, and Thomas P. Cooper, M.D.
The Compensation Committee presently consists of Eric A. Green (Chair), Thomas P. Cooper, M.D. and Edmond E. Charrette, M.D.
The Corporate Governance and Nominating Committee presently consists of Thomas P. Cooper, M.D. (Chair), Bennett Rosenthal, and Edmond E. Charrette, M.D.
Human Genome Sciences, Inc.
14200 Shady Grove Road
Rockville, Maryland 20850
www.hgsi.com (301) 309-8504
Public Number Last
Number of Names of Business Background
or of Female Age/Term/Expiration Board Compensation Updated/
Directors Directors Information
Private Directors Source
From September 1998 to August
2004, served as President of TAP
Pharmaceutical Products, Inc.
Employed by Abbott Laboratories
from September 1985 to August
In 2007, each director who was
1998 in various positions in the
not an employee was eligible to
Pharmaceutical Products Division,
receive a director‘s fee of
Diagnostics Division and
$25,000 per year and a fee
HealthSystems Division. Mr.
ranging from $750 to $2,000 for
Watkins serves as a Member of
participation in each meeting of
H. Thomas 55/ Director since 2004/ the Advisory Board for the School
Public 8 1 the Board of Directors or 2008 Proxy
Watkins Expires 2009 of Business Administration at the
meeting of a committee of
College of William & Mary. Serves
theBoard of Directors. The
as a Director of the Lake Forest
Chairman of the Board is
Hospital Foundation. Mr. Watkins
entitled to an additional director
holds a masters degree in
fee at a rate of $25,000 per
Business Administration from the
year. The chairman of the Audit
University of Chicago Graduate
Committee is entitled to an
School of Business and a
additional annual fee at a rate
bachelors degree in Business
of $10,000, with each member
Administration from the College of
of the Audit Committee other
William & Mary.
than the chair receiving an
additional fee of $5,000. The
chairmen of the Nominating
and Governance Committee
and Compensation Committee
are entitled to an additional
director fee of $5,000 per year,
with each member of these
committees other than the
chairs receiving an additional
fee of $3,000. Directors who
are also employees received
no compensation for their
services to us as directors.
year. The chairman of the Audit
Committee is entitled to an
additional annual fee at a rate
of $10,000, with each member
of the Audit Committee other
than the chair receiving an
Dr. Gowen is the President and additional fee of $5,000. The
Chief Executive Officer of Trevena, chairmen of the Nominating
Inc., a privately-held drug and Governance Committee
discovery company. Prior to joining and Compensation Committee
Trevena, Dr. Gowen was Senior are entitled to an additional
Vice President of GSK‘s Center of director fee of $5,000 per year,
Excellence for External Drug with each member of these
Discovery. In that position, Dr. committees other than the
Gowen built and led a new R&D chairs receiving an additional
division with a mission to create a fee of $3,000. Directors who
drug discovery portfolio through are also employees received
business development alliances no compensation for their
with innovative healthcare services to us as directors.
companies. She joined GSK in Each non-employee director is
1992 to lead the Musculoskeletal entitled to receive an automatic
Maxine Gowen, 50/ Director since 2008/ Diseases Division, where she grant of options to purchase
Ph.D. Expires 2009 initiated and led a number of 25,000 shares of Common
preclinical and clinical Stock on the date that such
development programs. Before non-employee director is first
GSK, Dr. Gowen was Senior elected or appointed. Each non-
Lecturer and Head, Bone Cell employee director is entitled to
Biology Group, Department of receive an automatic grant of
Bone and Joint Medicine, options to purchase 16,000
University of Bath, U.K. Dr. Gowen shares of Common Stock on
has been honored with a number the day immediately following
of research awards and prizes, has the date of each annual
authored more than 125 peer- meeting of stockholders.
reviewed publications, reviews and
book chapters, and holds a
number of patents. She received
her Ph.D. from the University of
Sheffield, U.K., an M.B.A. with
academic honors from The
Mr. Lawlor is a Managing Director
with HealthCare Ventures LLC.
Prior to joining Health Care
Ventures in 2000, Mr. Lawlor
served as Chief Operating Officer
of LeukoSite from 1997 to 2000.
Before joining LeukoSite, Mr.
Lawlor served as Chief Financial
Officer and Vice President of
Corporate Development of Alpha-
Beta Technology. He was
previously Chief Financial Officer
and Vice President, Business
Development, of BioSurface
Augustine 51/ Director since 2004/
Technology. Mr. Lawlor serves on
Lawlor Expires 2009
the Board of Directors of a number
of private companies, including:
Dynogen Pharma, Inc.;
GlobeImmune, Inc.; NuVios, Inc.;
Replidyne, Inc.; Upstate Group,
Inc.; U.S. Genomics, Inc.;
VaxInnate, Corp.; and the Slater
Center for Biomedical Technology.
He received a B.A. degree from
the University of New Hampshire,
where he was elected to Phi Beta
Kappa, and received a masters
degree in management from Yale
University.
Consultant to The Defense
Advanced Research Project
Agency on biological terrorism.
Chairman of the Board of the
Center for Strategic and Budgetary
Assessments since June 2001.
Nunn Prize Fellow at the Center for
Strategic and International Analysis
and Senior Fellow at the Center for
Naval Analyses. Serves on the
Boards of Directors of National
Semiconductor Corporation and
Saffron Hill Ventures, and as a
Richard J. 63/ Director since 2001/ member of the Board of Governors
Danzig Expires 2010 and the Board of Directors of
Public Agenda and the Partnership
for Public Service. Served as
Secretary of the Navy from 1998 to
2001 and as Under Secretary of
the Navy from 1993 to 1997.
Traveling Fellow of the Center for
International Political Economy and
an Adjunct Professor at Syracuse
University‘s Maxwell School of
Citizenship & Public Affairs
between 1997 and 1998. A partner
in the law firm of Latham and
Watkins from 1981 to 1993.
Chairman and partner of
International Biomedicine
Management Partners, Basel,
Switzerland, from 1997 to 2001.
Managing Partner of Bear Stearns
Health Innoventures from 2001 to
2004. Member of the Executive
Committee of the Roche Group,
Hoffman-La Roche, Inc., from
1986 until his retirement in 1998.
Dr. Drews also served as
President, Global Research for the
Roche Group from 1996 until 1998.
He was President, International
Research and Development at the
Jurgen Drews, 74/ Director since 1998/
Roche Group from 1991 until 1996.
M.D. Expires 2010
Before joining Roche in 1985, Dr.
Drews was Head of International
Pharmaceutical Research and
Development of Sandoz, Ltd. in
Basel, Switzerland. Dr. Drews
serves as Chairman of the Board
of Directors of Genaissance
Pharmaceuticals Inc. and is a
Director of MorphoSys GmbH as
well as Genomics Pharmaceutical
Company (GPC Biotech AG), both
in Munich, Germany. Dr. Drews
also serves on the Supervisory
Board of Te Genero, a private
equity firm in Germany.
Partner of Care Capital LLC since
2001. Founder and Chairman of
Novartis BioVenture Fund from
2000 to 2001; Head of Healthcare
and CEO of Worldwide
Pharmaceuticals at Novartis, AG
from 1998 to 2000; Executive Vice-
President, Pharmaceuticals at
SmithKline Beecham from 1997 to
1998; President, North American
A. N. ―Jerry‖
56/ Director since 2002/ Pharmaceuticals at SmithKline
Karabelas,
Expires 2010 Beecham from 1993 to 1997; Vice
Ph.D.
President of U.S. Marketing,
SmithKline Beecham, from 1990 to
1993. Dr. Karabelas is a visiting
Committee Member of MIT Health
Studies & Technology, Chairman
of SkyePharma PLC, Chairman of
Nitromed, Inc., a Director of
Renovo PLC, Chairman of Vanda
Pharmaceuticals Inc., and
Chairman of Inoteck, Inc.
Mr. Ha-Ngoc is President and CEO
of AVEO Pharmaceuticals, Inc., a
privately held biopharmaceutical
company focused on the discovery
and development of novel cancer
therapeutics. From 1999 to 2002,
he was co-founder, President and
CEO of deNovis, Inc., an
enterprise-scale software
development company for the
automation of healthcare
administrative functions. From
1998 to 1999, Mr. Ha-Ngoc was
Corporate Vice President of
Strategic Development for Wyeth,
56/ Director since 2005/ following Wyeth‘s acquisition of
Tuan Ha-Ngoc
Expires 2011 Genetics Institute, where Mr. Ha-
Ngoc served as Executive Vice
President with responsibility for
Corporate Development,
Commercial Operations, European
and Japanese Operations.Prior to
joining Genetics Institute in 1984,
Mr. Ha-Ngoc held various
marketing and business positions
at Baxter Healthcare, Inc. He
received his MBA degree from
INSEAD and his Master‘s degree
in pharmacy from the University of
Paris, France. Mr. Ha-Ngoc serves
on the Board of Directors of
ArQule, Inc., and on the Boards of
a number of academic and
Dr. Young has served as
President of Fox Chase Cancer
Center in Philadelphia,
Pennsylvania since 1988. From
1974 to 1988, he was employed at
the National Cancer
Institute as Chief, Medical Branch.
Dr. Young is Chairman of the
Board of Scientific Advisors of the
National Cancer Institute (NCI) and
formerly served on the National
Cancer Policy Board
at the Institute of Medicine. He is a
past President of the American
Society of Clinical Oncology
Robert C. 68/ Director since 2005/ (ASCO), the American Cancer
Young, M.D. Expires 2011 Society and the International
Gynecologic Cancer Society. He
was awarded ASCO‘s
Distinguished Service Award for
Scientific Leadership in 2004 and
was co-recipient of the 2002 Bristol-
Myers Squibb Award for
Distinguished Achievement in
Cancer Research for his research
in ovarian cancer. He also serves
on the Board of Directors of West
Pharmaceutical Services, Inc., and
is past Chairman of the
Comprehensive Cancer Network.
Dr. Young serves as chairman of
the editorial board of Oncology
Times. Dr. Young received his
The Audit Committee, currently consists of Messrs. Lawlor, Ha-Ngoc and Danzig
The Compensation Committee currently consists of Drs. Link (Chair) and Karabelas and Mr. Lawlor.
The Nominating and Corporate Governance Committee, currently consists of Mr. Ha-Ngoc and Drs. Drews and Young
HealthExtras, Inc. 800 King
Fram Boulevard Rockville,
Maryland 20850
www.healthextra.com (800) 323-
6640
Number Number
Public or Names of Business Background Last
of of Female Age/Term/Expiration Board Compensation
Private Directors Information Updated
Directors Directors
Chief Executive Officer who
initially joined a predecessor of
HealthEtras in 1997 as Chief
Financial Officer. From 1995 to
1997, Mr. Blair was the Finance
Manager of United Payors &
United Providers Inc. At United
Payors & United Providers, Mr.
38/ Director since 1999/ Blair focused on its initial public 2008
Public 9 0 David T. Blair
Expires 2011 offering and several strategic Proxy
acquisitions. In 1994, Mr. Blair co-
founded the Continued Health Qualifying Directors, other than
Care Benefit Program, which the Chairman of the Board, are
administers health care benefits to paid, in equal, quarterly
individuals leaving the United installments, an annual retainer of
States Armed Forces. In 1995, $48,000 and an annual retainer
this program was merged into fee for each Board committee on
United Payors & United Providers. which they serve. No additional
fees are paid to directors for their
attendance at Board and
committee meetings. The
Chairman of the Board is paid a
total annual retainer of $160,000,
payable in equal, quarterly
installments, for his service as
Chairman and on any committees.
Audit Committee Chair $14,000,
Member 8,000. Compensation
Committee Chair 10,000, Member
6,000. Ethics, Governance &
Nominating Committee Member
5,000, Executive Committee
Member 10,000.
the Chairman of the Board, are
paid, in equal, quarterly
installments, an annual retainer of
$48,000 and an annual retainer
fee for each Board committee on
which they serve. No additional
fees are paid to directors for their
attendance at Board and
Mr. Brock is Chairman of the
committee meetings. The
Intellectual Development
Chairman of the Board is paid a
Systems, Inc., a firm he founded
total annual retainer of $160,000,
in 1996. He has served as Senior
payable in equal, quarterly
Counsel and trustee of the Center
installments, for his service as
for Strategic and International
Chairman and on any committees.
Studies in Washington, DC since
Audit Committee Chair $14,000,
1994. From 1988 to 1994, Mr.
Member 8,000. Compensation
Brock served as Chairman of the
Committee Chair 10,000, Member
Brock Group, a consulting firm.
6,000. Ethics, Governance &
From 1988 to 1991, he served as
Nominating Committee Member
77/ Director since 2000/ the Chairman of the National
William E. Brock 5,000, Executive Committee
Expires 2010 Endowment for Democracy. From
Member 10,000.
1985 to 1987, he served as the
United States Secretary of Labor,
and from 1981 to 1985, he was
United States Trade
Representative. Mr. Brock has
also served for eight years as a
member of the United States
House of Representatives and for
six years as a member of the US
Senate. Mr. Brock is a director of
On Assignment, Inc.
Mr. Civera is Chairman of the
Board and a business executive
with over 30 years of experience
in operations, accounting and
finance from both the public
accounting and corporate
perspective. He is currently the
Managing General Partner at
Civera Investment Partnership, a
private investment partnership
that consults on financial, as well
as merger and acquisition
strategies. From 1997 to 2001,
Edward S. 56/ Director since 2000/
Mr. Civera was the Chief
Civera Expires 2010
Operating Officer and Co-Chief
Executive Officer of United Payors
& United Providers, Inc., and
worked with Thomas L. Blair in
the founding of HealthExtras.
Prior to his position at United
Payors & United Providers, Mr.
Civera spent 25 years with
Coopers & Lybrand, the last 15
years as both a partner and
managing partner focused on
financial advisory and auditing
services.
Mr. Thomas Blair is the Chairman
of the Board and founder of
HealthExtras and its
predecessors. He is currently the
Chairman of the Board of
Directors of both FedMed, Inc.
and United Medical Bank, F.S.B.
Mr. Blair served as Chairman and
Chief Executive Officer of Co-
Chief Executive Officer of United
Payors & United Providers, Inc.
from January 1995 until its
acquisition by BCE Emergis Inc. in
63/ Director since 1999/
Thomas L. Blair March 2000. Mr. Blair founded
Expires 2010
America's Health Plan, Inc. in
1989 and served as its President
and Chief Executive Officer from
1989 to 1992. From 1992 to 1995,
Mr. Blair was President of Initial
Managers & Investors, Inc., which
business was contributed to
United Payors & United Providers.
From 1977 until 1988, Mr. Blair
was a principal of Jurgovan &
Blair, Inc., which developed and
managed health maintenance
organizations.
Mr. Epstein is a founding member
of the law firm of Epstein Becker
& Green, P.C., one of the first law
firms to specialize in health care
law when established in 1973, and
which has since grown to over
350 attorneys with 11 domestic
offices. Mr. Epstein currently
serves as the senior partner in the
firm's Washington, DC office and
is a member of the firm's Board of
Directors and Executive
Steven B. 64/ Director since 2003/
Committee. In 1972, prior to
Epstein Expires 2009
founding Epstein Becker & Green,
Mr. Epstein was a legal consultant
to the U.S. Department of Health,
Education and Welfare. He
currently serves on the boards of
directors and boards of advisors
of numerous health care and
venture capital companies and
educational institutions, one of
which is Discovery Holdings Ltd, a
publicly held company in
Johnnesburg, South Africa.
Mr. Houston has seved as a
Senior Vice President of the
Principal Financial Grou, Inc.
since 2000. Mr. Houston has held
several positions with the
company since 1984, including
being named Regional Director of
Group and Pension Sales in 1990,
Regional Vice President in 1993,
and Vice President in 1997. He is
Daniel L. 46/ Director since 2005/ on the board of directors for
Houston Expires 2011 several entities that are affiliates
of Principal Financial Group,
including Executive Benefit
Services, Principal Financial
Advisors, Principal Trust
Company Limited and Principal
Bank, as well as a member and
Chairman of the Board of
Professional Pensions, Inc.,
Trustar Retirement Services and
BCI Group, Inc.
Mr. Wolf was elected Chief
Executive Officer and to the Board
of Directors of Coventry Health
Care, Inc. effective January 2005.
Prior to that, he served as
Executive Vice President, Chief
Financial Officer and Treasurer of
Ventry from 1996 through 2004.
From 1995 to 1996, Mr. Wolf was
Executive Vice President of
SpectraScan Health Services,
54/ Director since 2003/
Dale B. Wolf Inc., a women's health care
Expires 2009
services company. In 1995, Mr.
Wolf served as Senior Vice
President of Business
Development for the M etraHealth
Companies, Inc., a managed
health care company, and from
1988 to 1994, he was Vice
President, Special Operations, of
the Managed Care and Employee
Benefits Operations of the
Travelers, an insurance company.
Michael R. McDonnell has served
as Executive Vice President and
Chief Financial Officer of MCG
Capital Corporation (Nasdaq:
MCGC), a financial services
company providing financing and
advisory services to a variety of
Michael R. 44/ Director since 2005/
middle market companies. From
McDonnell Expires 2009
2000 to 2004, Mr. McDonnell
served as Chief Financial Officer
of EchoStar Communications
Corporation (Nasdaq: DISH), and
from 1986 to 2000, he was with
PricewaterhouseCoopers LLP,
where he was admitted as a
partner in 1996.
Kenneth A. Samet has served as
the President & Chief Operating
Officer of MedStar Health, Inc.,
the largest integrated health care
delivery system in the Mid-Atlantic
region since 2000. From 1990 to
2000 Mr. Samet was the
President of Washington Hospital
Center, and from the mid-1980‘s
to 1990 he held a variety of
executive leadership positions
with the Medlantic Healthcare
Group, which merged with Helix
Health in 1998 to create MedStar
Health, Inc. In 1996, Mr. Samet
was named the national Young
Kenneth A. 50/ Director since 2006/ Healthcare Administrator of the
Samet Expires 2011 Year by the American College of
Healthcare Executives.
Previously, Mr. Samet served as
the Treasurer of the Maryland
Hospital Association‘s Executive
Committee, as a member of the
boards of the National Committee
for Quality Health Care, the
Capital Community Health Plan
and the University of Maryland
School of Nursing, and chaired
the board of the District of
Columbia Hospital Association.
Mr. Samet currently serves on the
board of directors of the American
Hospital Association and as the
On April 6, 2006, the Board of Directors established the Ethics, Governance & Nominating Committee (the ―Ethics & Nominating
Committee‖, or for purposes of this section, the ―Committee‖), consolidating the functions of the Nominating Committee with those of
the Ethics & Compliance Committee, which was established by the Board on October 27, 2005. Current members of the Committee are
Daniel J. Houston, Chairman, Steven B. Epstein and Dale B. Wolf,
The current members of the Executive Committee are Edward S. Civera, Chairman, Thomas L. Blair and William E. Brock.
Steven E. Brock, Kenneth A. Samet and Dale R. McDonnell and
Current members of the Audit Committee are Michael R. McDonnell, Chairman, William B. Epstein, Daniel J. Houston, Michael B. Wolf.
Compensation Committee are Dale B. Wolf,
Kenneth A. Samet.
Host Hotels & Resorts, Inc 6903
Rockledge Drive, Suite 1500
Bethesda, Maryland 20817-1109
www.hosthotels.com
(240) 744-1000
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
Mr. Baylis is the retired Vice Chairman of CS
First Boston. Prior to his retirement, he was
Chairman and Chief Executive Officer of CS
First Boston Pacific, Inc. Mr. Baylis is also a
Director of New York Life Insurance
Company, Covance, Inc., PartnerRe Ltd.,
69/ Director since 1996/
Public 7 2 Richard M. Baylis and is Chairman of the Board of Gildan 2008 Proxy
Expires 2009 Cash: • retainer of $65,000 per
Activewear, Inc. He is an overseer of the
year (payable monthly); • $1,500
University of Pennsylvania Museum and a
for each Board meeting
Trustee of the Rubin Museum of Art in New
attended; • $1,500 for each
York City. Mr. Baylis is also a member of the
committee meeting attended; •
Advisory Council of the Economics
$10,000 per year to the
Department of Princeton University.
committee chair of the
Compensation Policy Committee
the committee chair of the
Nominating and Corporate
Governance Committee; •
$15,000 per year to the
committee chair of the Audit
Committee; and • reimbursement
of customary and usual travel
expenses. Stock
Compensation—Annual Stock
Award
year (payable monthly); • $1,500
for each Board meeting
attended; • $1,500 for each
committee meeting attended; •
$10,000 per year to the
committee chair of the
Ms. Korologos is Chair of the RAND Compensation Policy Committee
Corporation Board of Trustees, an the committee chair of the
international public policy research Nominating and Corporate
organization. From October 1996 to Governance Committee; •
December 2005 she served as Senior $15,000 per year to the
Advisor to Benedetto, Gartland & Company, committee chair of the Audit
Inc., a private investment banking firm in Committee; and • reimbursement
New York. She formerly served as President of customary and usual travel
Terence C. 63/ Director since 1995/ of the Federal City Council from 1990 until expenses. Stock
Golden Expires 2009 1995 and as Chairman of the Aspen Institute Compensation—Annual Stock
from 1996 until August 2000. Ms. Korologos Award
has served in several United States
Administrations in such positions as
Secretary of Labor and Under Secretary of
the Department of the Interior. She also
serves as a Director of AMR Corporation
(and its subsidiary, American Airlines),
Fannie Mae, Kellogg Company, Microsoft
Ms. Korologos is Chair of the RAND
Corporation Board of Trustees, an
international public policy research
organization. From October 1996 to
December 2005 she served as Senior
Advisor to Benedetto, Gartland & Company,
Inc., a private investment banking firm in
New York. She formerly served as President
Ann McLaughlin 66/ Director since 1993/ of the Federal City Council from 1990 until
Korologos 2009 1995 and as Chairman of the Aspen Institute
from 1996 until August 2000. Ms. Korologos
has served in several United States
Administrations in such positions as
Secretary of Labor and Under Secretary of
the Department of the Interior. She also
serves as a Director of AMR Corporation
(and its subsidiary, American Airlines),
Fannie Mae, Kellogg Company, Microsoft
Mr. Richard E. Marriott is our Chairman of
the Board. He is also a Director of the
Polynesian Cultural Center, Chairman of the
Board of First Media Corporation and the J.
Willard Marriott and Alice S. Marriott
Foundation and a director of the Richard E.
Marriott and Nancy P. Marriott Foundation.
69/ Director since 1979/ Mr. Marriott also serves on the Federal City
Richard E. Marriott
Expires 2009 Council, the Board of Associates for
Gallaudet University and the National
Advisory Council of Brigham Young
University. He is a past President of the
National Restaurant Association. In addition,
Mr. Marriott is the President and a Trustee of
the Marriott Foundation for People with
Disabilities.
Ms. McHale has been President and Chief
Executive Officer of Discovery
Communications, Inc., the parent company
of cable television‘s Discovery Channel,
since June 2004. She previously served as
President and Chief Operating Officer of
Discovery Communications from 1995 until
61/ Director since 2002/
Judith A. McHale June 2004 and served as Executive Vice
Expires 2009
President and General Counsel from 1989 to
1995. Ms. McHale is a Director of Polo Ralph
Lauren Corporation. Ms. McHale also serves
on the boards of the Sister-to-Sister
Everyone has a Heart Foundation, Vital
Voices Global Partnership and the Africa
Society.
Mr. Morse has served since November 1989
as Vice President, Finance and Chief
Financial Officer of The Washington Post
Company. He also serves as President of
Washington Post Telecommunications, Inc.
61/ Director since 2003/ and Washington Post Productions, Inc., both
John B. Morse, Jr.
Expires 2009 subsidiaries of The Washington Post
Company. Prior to joining The Washington
Post Company, Mr. Morse was a partner at
PricewaterhouseCoopers. He also serves as
Trustee of the College Foundation of the
University of Virginia.
Mr. Walter is our President and Chief
Executive Officer. He joined our company in
1996 as Senior Vice President for
Acquisitions, and was elected Treasurer in
1998, Executive Vice President in 2000,
Chief Operating Officer in 2001, Chief
Financial Officer in 2003 and President and
Chief Executive Officer in October 2007.
52/ Director since 2007/ Prior to joining our company, Mr. Walter was
W. Edward Walter
Expires 2009 a partner with Trammell Crow Residential
Company and the President of Bailey Capital
Corporation. He is on the Board of Directors
of Friendship Public Charter School, District
of Columbia, and is the Immediate Past
Chairman of National Kidney Foundation of
the National Capital Area, Inc., where he has
served on the Board of Directors since July
2003.
Audit Committee Members: John B. Morse, Jr. (Chair), Terence C. Golden and Judith A. McHale.
Compensation Policy Committee Members: Ann McLaughlin Korologos (Chair), Robert M. Baylis and Judith McHale.
Nominating and Corporate Governance Committee Members: Robert M. Baylis (Chair), Ann McLaughlin Korologos and John B.
Morse, Jr.
Hughes Communications, Inc.
11717 Exploration Lane
Germantown, MD 20876
www.hughes.com 301-
428-5500
Number Number
Public or Names of Business Background Last
of of Female Age/Term/Expiration Board Compensation
Private Directors Information Updated
Directors Directors
Mr. Kaul has been a director as
well as our Chief Executive Officer
and President since February 3,
2006, and has been HNS‘ Chief
Executive Officer and President
since 2000. Mr. Kaul was
appointed to HNS‘ Board of
Managers on April 22, 2005, and
Pradman P. 61/ Director since 2006/ serves as its Chairman.
Public 8 0 2008 Proxy
Kaul Expires 2009 Previously, Mr. Kaul served as Each of our non-employee
President and Chief Operating directors receives an annual
Officer, Executive Vice President, retainer of $20,000 for service on
and Director of Engineering of our Board of Directors, along with
HNS. Before joining HNS in 1973, expenses incurred in connection
Mr. Kaul worked at COMSAT with attending each meeting.
Laboratories in Clarksburg, Three members of our Board of
Maryland. Mr. Kaul received a Directors, Messrs. Africk, Leddy
Bachelor of Science degree in and Stone, serve on the HNS
Board of Managers but receive no
compensation for doing so. Mr.
Kaul serves on the Board of
Directors of the Company and the
Board of Managers of HNS and
receives no compensation for
doing so. The following table sets
forth a summary of the
compensation we paid to our non-
employee directors for the year
ended December 31, 2007.
retainer of $20,000 for service on
our Board of Directors, along with
expenses incurred in connection
with attending each meeting.
Three members of our Board of
Directors, Messrs. Africk, Leddy
and Stone, serve on the HNS
Mr. Africk is a senior partner of Board of Managers but receive no
Apollo Advisors, L.P., which, compensation for doing so. Mr.
together with its affiliates, acts as Kaul serves on the Board of
managing general partner of the Directors of the Company and the
Apollo Investment Funds, a series Board of Managers of HNS and
of private securities investment receives no compensation for
funds, where he has worked since doing so. The following table sets
1992. Mr. Africk serves on the forth a summary of the
boards of directors of Hughes compensation we paid to our non-
Andrew D. 41/ Director since 2005/ Telematics, Inc., SkyTerra employee directors for the year
Africk Expires 2009 Communications, Inc., ended December 31, 2007.
SOURCECORP, Incorporated,
and Mobile Satellite Ventures LP.
Mr. Africk also serves as the
chairman of our Nominating and
Corporate Governance
Committee and our
Compensation Committee and
serves on HNS‘ Board of
Managers.
Mr. Clark is a private investor who
has more than 30 years of general
management experience in the
communications, technology and
manufacturing sectors. In 1997,
he founded SpectraSite
Communications, Inc., a wireless
communications tower operator
Stephen H. 63/ Director since 2006/
based in Cary, North Carolina with
Clark Expires 2009
a nationwide portfolio of 8,000
towers. He served as Chief
Executive Officer, President, and
Chairman of the board of directors
of SpectraSite Communications
until August, 2005 when the
company was sold to American
Tower Corporation.
Mr. Leddy was our President from
our formation in June 2005 until
February 2006 and our Chief
Executive Officer from November
2005 until February 2006. Mr.
Leddy currently serves on the
board of directors and is the Chief
Executive Officer of Hughes
Telematics, Inc. He previously
served as the Chief Executive
Officer and President of SkyTerra
Communications, Inc. from April
2003 to December 2006, having
52/ Director since 2005/ served as its President and Chief
Jeffrey A. Leddy
Expires 2009 Operating Officer since October
2002 and its Senior Vice
President of Operations since
June 2002. From September
1980 to December 2001, Mr.
Leddy worked for EMS
Technologies, most recently as a
Vice President. Mr. Leddy serves
on the boards of directors of
SkyTerra Communications, Inc.,
Mobile Satellite Ventures, LP, and
Hughes Systique Corporation. Mr.
Leddy serves on HNS‘ Board of
Managers.
Mr. Stone is a senior partner of
Apollo Advisors, L.P., which,
together with its affiliates, acts as
managing general partner of the
Apollo Investment Funds, a series
of private securities investment
funds, where he has worked since
35/ Director since 2005/
Aaron J. Stone 1997. Mr. Stone also serves on
Expires 2009
the board of directors of AMC
Entertainment Inc., Connections
Academy, LLC, Mobile Satellite
Ventures, LP and SkyTerra
Communications, Inc. Mr. Stone
also serves on HNS‘ Board of
Managers.
Mr. Weiner has been Chief Legal
Officer and General Counsel of
Ares Management LLC since
September 2006. Previously, Mr.
Weiner was employed with Apollo
Advisors, L.P. and Apollo Real
Estate Advisors and served as
general counsel of the Apollo
55/ Director since 2005/ organization from 1992 to August
Michael Weiner
Expires 2009 2006. Prior to joining Apollo, Mr.
Weiner was a partner in the law
firm of Morgan, Lewis & Bockius
specializing in securities law,
public and private financings, and
corporate and commercial
transactions. Mr. Weiner serves
on the board of directors of
SkyTerra Communications, Inc.
He is a private investor who has
more than 25 years of general
management experience in the
telecommunications and
technology sectors. Mr. Gabbard
is a member of the board of
directors of COLT Telecom, SA,
Luxembourg, a pan-European
O. Gene 67/ Director since 2006/ provider of business
Gabbard Expires 2009 communications services. He is
also a member of the board of
directors of Knology, Inc. and
Trillion Partners. From August
1990 to January 1993, Mr.
Gabbard was Executive Vice
President and Chief Financial
Officer of MCI Communications
Corporation.
He is a private investor/consultant
and also serves on the Board of
Governors of Sound Shore
Medical Center where he was
Chairman from 2002 to 2006. He
also serves on the boards of
directors of UST Inc. (NYSE:
UST), a packaged goods
Company, and Innkeepers USA, a
privately held hotel real estate
investment trust. Mr. Ruisi has
over 20 years of experience in the
entertainment industry in which he
59/ Director since 2006/ held various senior executive
Lawrence Ruisi
Expires 2009 positions. He was President and
Chief Executive Officer of Loews
Cineplex Entertainment from 1998
to 2002, Executive Vice President
of Sony Pictures Entertainment
from 1991 to 1998, Senior Vice
President of Columbia Pictures
Entertainment from 1987 to 1990
and Senior Vice President
Finance and Vice President and
Controller of Tri-Star Pictures
from 1983 to 1987. Mr. Ruisi
started his career in public
accounting and worked for Price
Waterhouse & Co. from 1970 to
1983.
The members of our Audit Committee are Messrs. Ruisi, Gabbard and Clark. Mr. Ruisi serves as chair.
The members of our Compensation Committee are Messrs. Africk, Stone and Clark. Mr. Africk serves as the chair.
The members of the Nominating and Corporate Governance Committee are Messrs. Africk, Stone and Clark. Mr. Africk serves as the chair.
INTEGRAL SYSTEMS, INC.
5000 Philadelphia Way Lanham,
Maryland 20706-4417
www.integ.com (301)
731-4233
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
Mr. Albertine has been a Director of 12
publicly traded companies in his career.
From 1969 through 1977, Mr. Albertine Directors who are employees
served as the Associate Professor of of the Company do not receive
Economics at Mary Washington any compensation for their
College. From 1977 through 1979, he service as directors. Effective
served as Legislative Assistant to October 1, 2006, the Company
Senator Lloyd M. Bensten. From 1979 paid each director, other than
to 1980, he served as Executive the Chairman of the Board,
Director to the Congressional Joint who is not an employee an
Economic Committee. From 1981 aggregate of $24,000 per year
through 1986, he served as President of for their services. On October
the American Business Conference. 1, 2006, the Chairman of the
From 1986 through 1990, he served as Board was entitled to receive
63/ Director since 2006/
Public 6 0 John M. Albertine Vice Chairman of the Fruit of the Loom $12,000 per month for his 2008 Proxy
Expires 2009
Company. In 1990, Dr. Albertine services to the Company.
founded Albertine Enterprises, Inc., a Effective as of February 7,
merchant banking and consulting firm. 2007, the Chairman of the
Dr. Albertine has been the Chairman Board‘s annual cash retainer
and CEO of Albertine Enterprises for was decreased to $48,000. In
the last 16 years and continues in that addition to an annual cash
position today. Currently, Mr. Albertine retainer, non-employee
is the Director of Kandant Co., NYSE, directors receive $6,000 per
Vice Chairman of the Virginia year for each committee upon
Retirement Systems and a member of which they serve, up to a
the Virginia Governor‘s Board of maximum of two committees.
Economic Advisers. Mr. Albertine holds Effective April 10, 2007, the
a PH.D in Economics from the Chairman of the Board
University of Virginia. receives $12,000 per year for
his services on a committee,
up to a maximum of two
committees. In fiscal 2007, at a
meeting of the Board of
Directors of the Company held
on December 6, 2006, the
Board also elected to make a
one-time payment in the
amount of $15,000 to each of
Messrs. Leimkuhler and Laiti
for additional services rendered
as Board members. All board
and committee retainer fee
which they serve, up to a
maximum of two committees.
Effective April 10, 2007, the
Chairman of the Board
receives $12,000 per year for
his services on a committee,
up to a maximum of two
committees. In fiscal 2007, at a
Mr. Baldwin spent 10 years in the U.S. meeting of the Board of
military at both the U.S. Army‘s Directors of the Company held
Redstone Arsenal, Alabama missile on December 6, 2006, the
development center, and the U.S. Air Board also elected to make a
Force Space and Missile System one-time payment in the
Division in Los Angeles, California. He amount of $15,000 to each of
played a vital role in the early research Messrs. Leimkuhler and Laiti
and development of Laser guided for additional services rendered
missiles and smart bomb technology for as Board members. All board
both the Army and subsequently the Air and committee retainer fee
Force. He also managed a subsystems amounts are currently paid in
71/ Director since 2006/ program office while in the Air Force equal quarterly installments.
Alan W. Baldwin
Expires 2009 that provided boost-phase guidance & Directors who are not
control and telemetry equipment and employees of the Company are
services for all Atlas and Titan space also granted options to
launches at Cape Kennedy in Florida purchase a discretionary
and Vandenberg Air Force Base in number of shares of the
California. After leaving the military, Mr. Company‘s Common Stock
Baldwin spent 10 years with TRW pursuant to the 2002 Stock
Electronics in Los Angeles managing a Option Plan as determined by
manufacturing plant specializing in the Compensation Committee.
producing highreliability semiconductor
products for the guidance and
navigation
After graduating from Drexel University,
Mr. Casner joined the staff of the Johns
Hopkins Applied Physics Laboratory
(APL) and advanced to the status of
Principal Staff. In 1979, Mr. Casner co-
founded the business, American
Computer and Electronics were he grew
the military segment of the company
and led the effort to develop a Console
Emulation Capability which was used by
the US Navy for combat training. In
1984, Mr. Casner joined Norden
Systems, Inc. as Vice President in
Charge of Maryland Operations and
advanced to Senior Vice President of
70/ Director since 2006/ Engineering for all Norden Systems. In
Paul G. Casner Jr.
Expires 2009 1989, Mr. Casner became the President
and Chief Executive Officer of the
Norden Service Company. In 1991, Mr.
Casner formed Technical Applications
and Service Company (TAS) which
purchased the assets of the Norden
Service Company. In 1993, TAS
merged into DRS Technology Inc.
where Mr. Casner became President of
DRS Electronic Systems. In 1994, he
was appointed to the position of
President of the company‘s Electronic
Systems Group. In 1998, he was
named Executive Vice President of
Operations for the corporation. In 2000,
Mr. Casner became Chief Operating
Mr. Harley is Co- Portfolio Manager and
Chief Investment Officer and is
principally responsible for the
investment decisions for the Investment
Advisor. Before forming the Investment
Advisor, Mr. Harley was the Head of
Research at Milton. Mr. Harley joined
Milton in 1996, where he concentrated
on analyzing investment opportunities,
developing new investments strategies
and managing the overall direction of
the risk arbitrage portfolio. At the same
time, he managed a proprietyevent
driven distressed fund for Milton. Before
joining Milton, Mr. Harley was a Vice
William F. ―Mickey‖ 44/ Director since 2007/ President and Director of Allen and
Harley, III Expires 2009 Company. At Allen and Company, Mr.
Harley was responsible for the day-to-
day management and investment
strategies of the arbitrage department
that had assets under management in
excess of $150 million. While at Allen
and Company, Mr. Harley also had
investment banking responsibilities and
co-managed proprietary funds focusing
on turnarounds and banking. Mr. Harley
graduated with a master degree in
public and private management from
Yale University‘s (―Yale‖) School of
Management in 1990. He also obtained
a Bachelor of Science degree in
chemical engineering and a Bachelor of
Mr. Leimkuhler is the General Counsel
and Director of Business Development
of Paice Corporation, a privately held
developer of advanced vehicle
powertrains. From 1994 through 1999,
he held various positions with Allen &
Company, a New York investment
William F. 56/ Director since 2006/
banking firm, initially serving as the
Leimkuhler Expires 2009
firm‘s General Counsel. Prior to that,
Mr. Leimkuhler was a corporate partner
with the New York law firm of Werbel &
Carnelutti (now Heller Ehrman White &
McAuliffe). Mr. Leimkuhler also serves
as a director of Speedus Corp. and U.S.
Neurosurgical, Inc.
He is President of McComas Internet
Inc., a supplier of sponsor/advertising
supported community, educational, and
alumni websites. Previously, he was
Chairman of Plexsys International,
President of Fortel Technologies, Inc.,
and held positions with COMSAT RSI
54/ Director since 1995/
R. Doss McComas and Radation Systems, Inc., including
Expires 2009
Group Vice President, Vice President of
Acquisitions, Strategic Planning and
International Marketing, and General
Counsel. He holds a B.A. degree from
Virginia Polytechnic Institute; an M.B.A.
from Mt. Saint Mary‘s; and a J.D. from
Gonzaga University.
Audit Committee: R. Doss McComas, William F. Leimkuhler (Chair), Paul G. Casner, Jr.
Compensation Committee: R. Doss McComas, John M. Albertine,Paul G. Casner Jr. (Chair), William F. Leimkuhler
Nominating Committee: John M. Albertine, William F. ―Mickey‖ Harley (Chair), III, William F. Leimkuhler
Strategic Growth Committee: John M. Albertine, Paul G. Casner, Jr., William F. Harley III (Chair), William F. Leimkuhler, R. Doss McComas
Jos. A. Bank Clothiers, Inc. 500
Hanover Pike Hampstead, MD 21074
www.josbank.com (800) 999-
7472
Public Number
Number of Names of Last
or of Female Age/Term/Expiration Business Background Information Board Compensation
Directors Directors Updated
Private Directors
He has been a Senior Consultant to
Soros Fund Management LLC, an
investment advisory firm, since
January 2000; from 1989 to December
1999, he was a Managing Director and
the COO of Soros Fund Management
LLC.; he is a director of Mueller
Industries, Inc. (NYSE: MLI) and Each Independent Director listed in the
63/ Director since 1989/ table below receives an annual retainer 2008 Proxy
Public 5 0 Gary S. Gladstein Imergent, Inc. (OTCBB: IMGG); he is a
Expiring 2010 of $40,000. Each committee chair
director of several not-for-profit
organizations including the University receives an additional annual retainer of
of Connecticut Foundation, The $30,000 and our Chairman of the Board
Samuel Waxman Cancer Research and Lead Independent Director receives
Foundation at Mt. Sinai Hospital, The an additional annual retainer of $60,000.
Abraham Initiatives, The Hebrew Free Each Independent Director also receives
Loan Association and the National attendance fees of $3,000 per Board
Sleep Research Foundation. meeting and $1,500 per Committee
meeting. One-half of the usual meeting
attendance fee (i.e., $1,500 and $750,
respectively) is paid to each
Independent Director for participation in
each telephonic Board or Committee
meeting. Prior to June 21, 2007, each
Independent Director was eligible to
receive reimbursement for an annual
acquisition of our common stock having
a market value of $15,000 as of the time
of acquisition, plus actual brokerage
fees incurred (the ―Stock Acquisition
Reimbursement‖). The Stock Acquisition
Reimbursement program was
discontinued effective June 21, 2007.
Directors who did not use all of their
allotted Stock Acquisition
Reimbursements received cash paid-
$30,000 and our Chairman of the Board
and Lead Independent Director receives
an additional annual retainer of $60,000.
Each Independent Director also receives
attendance fees of $3,000 per Board
meeting and $1,500 per Committee
meeting. One-half of the usual meeting
He was Director, President and CEO
attendance fee (i.e., $1,500 and $750,
of Venture Stores, Inc. (―Venture‖), a
respectively) is paid to each
publicly traded family value retailer,
Independent Director for participation in
from April 1995 to May 1998 and was
each telephonic Board or Committee
Chairman of its board of directors from
meeting. Prior to June 21, 2007, each
January 1996 to May 1998; from 1976
Independent Director was eligible to
to April 1995, he was employed by
receive reimbursement for an annual
Belk Stores Services, a retailing
acquisition of our common stock having
company, in various capacities,
a market value of $15,000 as of the time
including Corporate Executive Vice
of acquisition, plus actual brokerage
President for Merchandise and Sales
fees incurred (the ―Stock Acquisition
Promotion, Chief Merchandising
63/ Director since 1994/ Reimbursement‖). The Stock Acquisition
Robert N. Wildrick Officer, Senior Vice President
Expiring in 2011 Reimbursement program was
(Corporate) and General Manager; he
discontinued effective June 21, 2007.
currently serves on the board of
Directors who did not use all of their
directors of the Greater Baltimore
allotted Stock Acquisition
Alliance, the Advisory Board of Johns
Reimbursements received cash paid-
Hopkins Children‘s Hospital and the
outs.
board of directors of the Pride of
Baltimore; he is a former member of
the board of directors and the
executive committee of The Fashion
Association and a former member of
the board of directors of Goodwill
Industries International, Inc. Also CEO
since Nov. 1999 and President since
He was Jos. A. Banks, Inc. interim
CEO from May 1999 to October 1999;
he has been a principal of The
Giordano Group, Limited, a diversified
consulting firm, since its founding in
February 1993; he was the President
and COO of Graham-Field Health
Products, Inc. from February 1998 to
June 1998 and was a director of
Andrew A. 76/ Director since 1994/ Graham-Field from 1994 to June 1998;
Giordano Expiring in 2009 he is a director of several privately held
companies including Dale Carnegie &
Associates, Inc., a global provider of
locally delivered training in leadership,
sales, interpersonal and
communications skills; he is also a
director of the United States Navy
Memorial. Also served as Chairman
since May 1999 and Interim CEO from
May 1999-Oct. 1999.
WILLIAM E. HERRON was appointed
to our Board effective April 1, 2005.
Since January 2002, Mr. Herron has
been self-employed as a strategic
consultant to companies seeking to
initiate business with the federal
government. From 1982 through
December 2001, Mr. Herron was a
partner in Arthur Andersen, having
served in its Accounting and Audit
practice from 1982 until 1994 and in its
Business Consulting practice from
1995 until 2001. Among his other
62/ Director since 2005/
William E. Herron duties with Arthur Andersen, Mr.
Expires 2009
Herron was the Managing Partner of
the firm's Office of Government
Services. Mr. Herron was a licensed
CPA for over 30 years and is a current
member of the American Institute of
Certified Public Accountants and
Pennsylvania Institute of Certified
Public Accountants. He has served on
the boards of directors of several
privately held companies including the
position of chair of an audit committee.
He has been active for over 25 years
on boards of civic and charitable
SIDNEY H. RITMAN was appointed to
our Board effective July 29, 2005. In
March 1999, Mr. Ritman founded, and
has since been the owner and operator
of, Toni Industries, Inc., an importer of
women's clothing under the Giorgio
San Angelo and other brand labels. Mr.
Ritman has an extensive background
in international sourcing for U.S. and
European apparel retailers, including
fifteen years in residence in Hong
75/ Director since 2005/ Kong as the founder and Director of
Sidney H. Ritman
Expires 2010 Armstrong Industries, Ltd., a sourcing
agent which had offices in seven
countries. In 1987, Mr. Ritman sold
Armstrong to Colby-Stanton
International, a Hong Kong buying
group, for which Mr. Ritman served as
a director until 1997. Mr. Ritman is a
former trustee of Rollins College,
Winter Park, Florida and The
Brunswick School, Greenwich,
Connecticut. Mr. Ritman is a former
United States Marine Corps officer,
having served on active duty and in the
Marine Forces Reserve for nine years.
The Audit Committee is comprised of Messrs. Giordano, Gladstein and Herron (Chair).
The Compensation Committee is comprised of Messrs. Giordano (Chair), Gladstein and Ritman.
The Nominating and Governance Committee is comprised of Mssrs. Giordano, Herron and Ritman (Chair).
LASALLE HOTEL PROPERTIES
3 Bethesda Metro Center, Suite
1200
Bethesda, Maryland 20814
www.lasallehotels.com (301)
941-1500
Number Number Last
Public or
of of Female Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private
Directors Directors Source
Mr. Bortz founded the Hotel Group of Each trustee who is not an
Jones Lang LaSalle Incorporated employee of or affiliated with the
(―Jones Lang LaSalle‖), and as Company receives an annual
President, oversaw all of Jones Lang fee of $75,000. Prior to the
LaSalle‘s hotel investment and beginning of each year, each
development activities. From January trustee makes an election to
1995 as Managing Director of Jones receive the annual retainer fee
Lang LaSalle‘s Investment Advisory all in Common Shares in lieu of
Division, Mr. Bortz was also responsible cash, half in cash and half in
for certain east coast development Common Shares or less than
projects, including the redevelopment of half in cash and the remainder
Grand Central Terminal in New York in Common Shares. In
City. From January 1990 to January accordance with the 1998 Share
51/ Director since 1998/
Public 7 1 Jon E. Bortz 1995, he was a Senior Vice President of Option and Incentive Plan and 2008 Proxy
Expires 2011
Jones Lang LaSalle‘s Investment procedures adopted by the
Division, with responsibility for east coast Company, each such trustee
development projects and workouts, may also elect to defer the
including the redevelopment of Union receipt of all or a portion of his
Station in Washington, D.C. Mr. Bortz or her Common Shares (the
joined Jones Lang LaSalle in 1981. Mr. ―Deferred Common Shares‖).
Bortz is a member of the Board of Payment of the annual retainer,
Governors of the National Association of whether in cash, Common
Real Estate Investment Trusts. He is Shares or Deferred Common
also a member of the Board of Trustees Shares, is made after the close
of Federal Realty Investment Trust. Mr. of business on December 31st
Bortz holds a B.S. in Economics from of each year in which the
The Wharton School of the University of trustees served on the Board of
Pennsylvania and is a Certified Public Trustees. The number of
Common Shares or Deferred
Common Shares issued is
determined by dividing the dollar
amount each trustee elects to
receive in the form of Common
whether in cash, Common
Shares or Deferred Common
Shares, is made after the close
of business on December 31st
of each year in which the
trustees served on the Board of
Mr. Washburn is also a member of the Trustees. The number of
Company‘s Audit Committee and the Common Shares or Deferred
Nominating and Governance Committee Common Shares issued is
and the Chairman of the Compensation determined by dividing the dollar
Committee. Mr. Washburn is a private amount each trustee elects to
investor. Mr. Washburn is a retired receive in the form of Common
Executive Vice President of Northwest Shares or Deferred Common
Airlines, Inc. (―Northwest‖) and was the Shares by the average daily
Chairman and President-Northwest closing price of the Common
Cargo, Inc. Mr. Washburn joined Shares on the New York Stock
Northwest in 1990 and served in a Exchange (―NYSE‖) for the year
number of capacities, including ending December 31st.
Donald A. 63/ Director since 1998/ Executive Vice President-Customer Deferred Common Shares are
Washburn Expires 2011 Service and Operations. Prior to joining paid out to a trustee either in a
Northwest, Mr. Washburn was a single payment on January 31st
corporate Senior Vice President of of the calendar year, or in five
Marriott Corporation, most recently equal annual installments
Executive Vice President and general beginning on January 31st of
manager of its Courtyard Hotel division. the calendar year, following the
Mr. Washburn is a director of Amedisys, year in which the trustee ceases
Inc., The Greenbrier Companies, Inc., to serve on the Board of
Key Trustees. Holders of Deferred
Technology, Inc. and some privately-held Common Shares receive
companies also. Mr. Washburn serves additional deferred shares in an
as a private equity fund advisory board amount equal to the amount of
member of Spell Capital Funds II and III. any dividends paid on the
Mr. Washburn graduated from Loyola
Mr. Hartley-Leonard is a member of the Common Shares exchangeable
Company‘s Nominating and Governance
Committee. Mr. Hartley-Leonard is a
private investor. Mr. Hartley-Leonard is
Chairman and CEO of PGI (an event
Darryl Hartley- 62/ Director since 1998/
production agency) and a retired
Leonard Expires 2009
Chairman of the Board, President and
Chief Executive/Chief Operating Officer
of Hyatt Hotels Corporation. Mr. Hartley-
Leonard is a director of Jones Lang
LaSalle, a global real estate service
company. Mr. Hartley-Leonard holds a
Ms. Kuhn is also a member of the
Company‘s Compensation Committee
and Nominating and Governance
Committee. Ms. Kuhn has been
President of SatoTravel, a Navigant
International company, since 2005. For
four years prior, Ms. Kuhn had been
Navigant International‘s Regional
President for the north central region.
42/ Director since 2003/ Ms. Kuhn serves on Navigant
Kelly L. Kuhn
Expires 2009 International‘s executive committee and
the strategic planning team. For
approximately 10 years prior to joining
Navigant International, Ms. Kuhn held
several key positions at Arrington Travel
Center, including manager of corporate
communications, director of client and
industry relations, vice president of
operations, senior vice president,
Mr. McCalmont is a member of the
Company‘s Audit Committee, the
Compensation Committee and the
Nominating and Governance Committee.
Mr. McCalmont is an Executive Vice
William S. 52/ Director since 2000/ President and the Chief Financial Officer
McCalmont Expires 2009 of ACE Cash Express, Inc. From
January 2002 through August 2003, Mr.
McCalmont served as a founding
member and principal of the Turtle
Creek Group. From September 2000 to
August 2001, Mr. McCalmont was the
Mr. Perkins is the Chairman of the
Company‘s Audit Committee and a
member of the Compensation
Committee and the Nominating and
Governance Committee. He is the
80/ Director since 1998/ retired Chairman of the Board and Chief
Donald S. Perkins
Expires 2010 Executive Officer of Jewel Companies,
Inc. (a diversified retailer) (1970 to
1980). Mr. Perkins is Chairman of
Nanophase Technologies Corporation
and serves as a director of LaSalle U.S.
Realty Income II and III. He has
Mr. Scott is the Chairman of the
Company‘s Nominating and Governance
Committee. Mr. Scott was the Chairman
of the Board of Directors and Chief
Executive Officer of Jones Lang LaSalle
until December 2004 when he retired
from that firm. Mr. Scott also served as
69/ Director since 1998/ Chairman of the Board of Directors and
Stuart L. Scott Chief Executive Officer of LaSalle
Expires 2010
Partners Incorporated and its
predecessor entities from December
1992 through December 2001. Mr. Scott
is a director of Hartmarx Corporation (a
clothing manufacturing company). Mr.
Scott holds a B.A. from Hamilton College
and a J.D. from the Northwestern
University School of Law.
Audit Committee: Darryl Hartley-Leonard, William S. McCalmont, Donald S. Perkins (Chair), Donald A. Washburn
Compensation Committee: Kelly L. Kuhn, William S. McCalmont, Donald S. Perkins, Donald A. Washburn (Chair)
Nominating and Governance Committee: Darryl Hartley-Leonard, Kelly L. Kuhn, Williams S. McCalmont, Donald S.
Perkins, Stuart L. Scott (Chair), Donald A. Washburn
Legg Mason, Inc.
100 Light Street
Baltimore, MD 21202-1099, 1-
877-534-4627
www.leggmason.com
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
He has been the Chairman Emeritus of
RTKL Associates, Inc., an international
architecture, engineering, and planning
firm since April 2003; he previously Cash Retainers Annual Board
69/Director since 1988/
Public 14 2 Harold L. Adams served as Chairman and CEO of that Retainer $40,000: Audit 2008 Proxy
Expires 2010
firm from 1987-2003, and was President Committee Chairman Retainer
of that firm from 1969-2000. He is also $15,000: Nominating and
director of Lincoln Electric Holdings, Inc. Compensation Committee
and Commercial Metals Co. Chairmen Retainers $7,500: Lead
Independent Director Retainer
He has served as Chairman and CEO of
$20,000: Audit Committee
Raymond A. 71/ Director since Legg Mason Wood Walker, Inc. from
Member Retainer $20,000 (paid to
Mason 1981/term expires 2010 1975-February 2004. Chairman,
all members including the Chair):
President, and CEO since 1981.
Nominating and Compensation
She is currently engaged in private Committee Member Retainers
consulting and investment activities; $15,000 (paid to all members
was a partner of Ernst & Young, LLP, an including the Chair): Meeting Fees
Margaret Milner 65/Director since 2003/
international accounting and auditing $2,000 per meeting attended
Richardson Expires 2010
firm, from 1997-June 2003. She served beginning with the sixth meeting in
as the United States Commissioner of the year: Audit Committee Meeting
internal Revenue from 1993-1997. Fees $2,000 per meeting attended
beginning with the sixth meeting in
the year: Nominating and
Compensation Committee
Meeting Fees $2,000 per meeting
attended beginning with the sixth
meeting in the year.
$15,000 (paid to all members
including the Chair): Meeting Fees
$2,000 per meeting attended
beginning with the sixth meeting in
the year: Audit Committee Meeting
Fees $2,000 per meeting attended
beginning with the sixth meeting in
He has been Dean of the School of Law the year: Nominating and
at Howard University since January Compensation Committee
2003; he was a partner in the law firm of Meeting Fees $2,000 per meeting
58/ Director since 2002/ Wilmer, Cutler & Pickering from attended beginning with the sixth
Kurt L. Schmoke
Expires 2010 December 1999-January 2003; he was meeting in the year.
the Mayor of Baltimore City from
December 1987-1999. He is also a
director of the McGraw-Hill Companies.
He is currently engaged in private
investment activities. Mr. Angelica was
recommended to the Nominating and
Corporate Governance Committee for
consideration as a director candidate of
Robert E. 61/ Director since 2007/
Legg Mason by the Chairman of the
Angelica, Expires 2009
Board. Until December 2006, Mr.
Angelica served as the Chairman and
Chief Executive Officer of the AT&T
Investment Management Corporation, a
subsidiary of AT&T Inc.
He is a professor at the University of
Georgia since 1997, and was Chairman
69/Director since
Dennis R. of the Financial Accounting Standards
2002/3 year term/term
Beresford Board from 1987-1997. She is also a
expires 2011
director of Kimberly-Clark Corp. and
MCI, Inc.
He is engaged in private investment
69/Director since activities; he was the CEO of Oakwood
Nicholas J. St.
1983/3 year term/term Homes Corp., a manufacturer and
George
expires 2011 retailer of manufactured homes from
1979-1999.
He has been an executive in residence
of the University of Louisville, School of
Business and Public Administration
since 2002 and an adjunct professor at
71/Director since
the University of Kentucky, Gatton
Roger W. Schipke 1991/3 year term/term
College of Business and Economics
expires 2011
since 2003. Prior to 2002, he was
engaged in private investment activities.
He is also a director of Brunswick Corp.
and the Pouse Co.
Since August 1995, he has been the
65/Director since managing member of Koerner Capital,
John E. Koerner,
1990/3 year term/term LLC, a private investment company, or
III
expires 2009 the President of its predecessor,
Koerner Capital Corp.
Since 1997, he has been the Chairman
of the Board of Ukrop Super Markets,
Inc., which operates a chain of
70/Director since
supermarkets in Virginia, and was
James E. Ukrop 1985/3 year term/term
President and CEO of that company
expires 2009
from 1975-1997. He is also a director of
Owens & Minor, Inc. and Chairman of
First Market Bank.
Cheryl Gordon Krongard has been a
director of Legg Mason since January
2006 and is engaged in private
investment activities. Ms. Krongard was
recommended to the Nominating and
Corporate Governance Committee for
consideration as a director candidate of
52/ Director since Legg Mason by an officer of Legg
Cheryl Gordon
January 2006/ Expires Mason. She served as a senior partner
Krongard
2009 of Apollo Management, L.P., a private
investment company, from January
2002 to December 2004 and was the
Chief Executive Officer of Rothschild
Asset Management, an asset
management firm, from 1994 to 2000.
Ms. Krongard is a director of Educate
Inc. and US Airways Group Inc.
Mr. Nuttall is a Member of the general
partner of Kohlberg Kravis Roberts &
Co. (―KKR & Co.‖), a private equity firm,
has been with KKR & Co. for 11 years
and is the head of KKR & Co.‘s
Financial Services Industry team. He is
a director of Capmark Financial Group
Inc., First Data Corporation, KKR
Financial Holdings LLC and Masonite
International Corporation. Mr. Nuttall
35/ Director since 2008/
Scott C. Nuttall was nominated to the Board by KKR &
Expires 2009
Co. pursuant to a Note Purchase
Agreement under which we issued our
2.5% Senior Convertible Notes. Under
the purchase agreement, KKR & Co.
has the right to nominate one individual
to the Board and the Compensation
Committee for as long as KKR & Co. or
its related parties own at least 50% of
the outstanding notes and at least $625
million in notes remains outstanding.
Mark R. Fetting was recommended to
the Nominating and Corporate
Governance Committee for
consideration as a director candidate of
Legg Mason by the special CEO Search
Committee of the Board. Mr. Fetting
was elected President and Chief
53/ Director since 2008/ Executive Officer of Legg Mason in
Mark R. Fetting
Expires 2010 January 2008. He served as Senior
Executive Vice President of Legg Mason
since July 2004 and as Executive Vice
President from July 2001 to July 2004.
Mr. Fetting is a director of 14 funds
within the Legg Mason Funds mutual
funds complex and 27 funds within The
Royce Funds mutual funds complex.
W. Allen Reed has been a director of
Legg Mason since April 2006 and is
engaged in private investment activities.
Mr. Reed was recommended to the
Nominating and Corporate Governance
Committee for consideration as a
director candidate of Legg Mason by the
Chief Executive Officer of Legg Mason.
From January 2006 to March 2006, Mr.
Reed served as Chairman of the Board
of General Motors Asset Management
Corporation (―GMAMC‖), the investment
management subsidiary of General
61/ Director since April
W. Allen Reed Motors Corporation, where he served as
2006/ Expires 2008
Vice President from July 1994 to March
2006. He also served as Chief
Executive Officer and President of
GMAMC and General Motors
Investment Management Corporation
from July 1994 to December 2005 and
as Chairman of the Board and Chief
Executive Officer of General Motors
Trust Bank, N.A. from October 2003 to
March 2006 and of General Motors
Trust Company from May 1999 to
March 2005. Mr. Reed is a director of
Temple-Inland Inc. and iShares Inc.
Messrs. Beresford (Chairman), Angelica and Reed and Edward I. O‘Brien (who is not standing for re-election) are the members of our Audit Committee.
Messrs. Schipke (Chairman), Koerner, Nuttall and Schmoke and Ms. Krongard are the members of our Compensation Committee.
Messrs. St. George (Chairman), Adams and Ukrop and Ms. Richardson are the members of our Nominating and Corporate
LOCKHEED MARTIN
CORPORATION
6801 Rockledge Drive
Bethesda, Maryland 20817
www.lockheedmartin.com (866)
LMC-2363
Number Number Last
Public or Names of Business Background
of of Female Age/Term/Expiration Board Compensation Updated/
Private Directors Information
Directors Directors Source
Named by President Bush to
Chair the President‘s Commission Cash retainer $110,000: Stock
on the Implementation of the U.S. retainer $110,000 in stock
Space Exploration Vision, January units: Committee Chairman
2004; Under Secretary of Defense retainer $12,500 (other than
(Acquisition, Technology, and Audit Committee Chairman)
Logistics) from May 2001 until his Audit Committee Chairman
retirement in May 2003. President retainer $20,000 Deferred
and Chief Executive Officer of The compensation plan Cash
Aerospace Corporation from retainer deferrable with
March 1992 until May 2001; earnings at prime rate, S&P
E.C. Aldridge, 69/ Director since 2008
Public 13 2 President of the McDonnell 500 or Lockheed Martin stock
Jr. 2003/ Expires 2009 Proxy
Douglas Electronic Systems return. Travel accident
Company from December 1988 insurance $1,000,000.
until March 1992; Secretary of the Matching Gift for Colleges and
Air Force from June 1986 until Universities Program Company
December 1988; and Under match of $1 per $1 of director
Secretary of the Air Force from contributions, up to $10,000 per
1981 until 1986. Director of United director, to eligible educational
Industrial Corp. from 1993 to institutions Director education
2001; director of Global Crossing institutes/activities Reimbursed
Ltd. and Alion Science and for costs and expenses.
Technology.
Chairman of the Board and Chief
Executive Officer of The Black &
Decker Corporation since 1986,
President of The Black & Decker
Corporation since 1985, and Chief
Operating Officer of The Black &
Decker Corporation from 1985 to
Nolan D. 64/ Director since 1986. Held various management
Archibald 2002/ Expires 2009 positions at Beatrice Companies,
Inc., from 1977 to 1985, including
Senior Vice President and
President of the Consumer &
Commercial Products Group;
director of The Black & Decker
Corporation and Brunswick
Corporation.
Vice President and Chief Financial
Officer of Caterpillar Inc. since
2004; Corporate Controller and
Chief Accounting Officer of
Caterpillar from 2002 to 2004;
David B. 52/ Director since various positions of increasing
Burritt 2008/ Expires 2009 responsibility for Caterpillar in
finance, tax, accounting and
international operations for
Caterpillar from 1978 to 2002; and
director of Factory Mutual
Insurance Company (FM Global).
Retired from active duty in July
2004. Admiral and Commander,
United States Strategic
Command, Offut Air Force Base,
Nebraska from October 2002 until
July 2004. Commander in Chief,
United States Strategic Command
from November 2001 to
James O. Ellis, 60/ Director since September 2002. Commander in
Jr. 2004/ Expires 2009 Chief, U.S. Naval Forces, Europe
and Commander in Chief, Allied
Forces from October 1998 to
September 2000. Deputy Chief of
Naval Operations (Plans, Policy
and Operations) from November
1996 to September 1998. Director
of America First Companies since
January 2005.
President of Podium Prose, a
Washington, D.C. speaker‘s
bureau and speechwriting service.
Founding Partner, The Directors‘
Council, a corporate board search
firm, since October 2003; Senior
Vice President of Corporate and
Public Affairs of PECO Energy
Company (formerly Philadelphia
Gwendolyn S. 67/ Director since Electric Company) from October
King 1995/ Expires 2009 1992 until her retirement in
February 1998; Commissioner of
the Social Security Administration
from August 1989 to September
1992; director of Martin Marietta
from 1992 to 1995; director of
Pharmacia from 1999 to 2003;
director of Monsanto Company
and Marsh and McLennan
Companies, Inc.
Chairman of Gannett Co., Inc.
(―Gannett‖) since February 1,
2001, Chief Executive Officer of
Gannett since June 1, 2000,
President of Gannett since 1997,
Vice Chairman of Gannett from
1984 to January 31, 2001, Chief
Douglas H. 68/ Director since Financial Officer of Gannett from
McCorkindale 2001/ Expires 2009 1979 to 1997, Chief Administrative
Officer of Gannett from 1985 to
1997; director of Global Crossing
Ltd. from 1997 to 2001; director of
Gannett, Continental Airlines, Inc.
and a director or trustee of
numerous Mutual Funds in the
Prudential Group of Newark, NJ.
Vice Chairman of The Cohen
Group, Washington, D.C. since
March 2003. Retired from active
duty on March 1, 2003.
Commander, U.S. European
Command and Supreme Allied
Commander Europe, NATO,
Mons, Belgium from May 2000
until January 2003. Vice
Joseph W. 64/ Director since
Chairman, Joint Chiefs of Staff,
Ralston 2003/ Expires 2009
Washington, D.C. from March
1996 – April 2000; since 1965,
served in operational command at
squadron, wing, numbered air
force and major command, as well
as various staff and management
positions at every level of the Air
Force; director of The Timken
Company and URS Corporation.
Chief Executive Officer of Savage
Holdings LLC since August 2001;
Chairman of Alliance Capital
Management International, a
division of Alliance Capital
Management LP, an investment
management company from 1993
to July 31, 2001; Senior Vice
President of The Equitable Life
Assurance Society of the United
States from 1987 to 1996;
Chairman of the Board of
Equitable Capital Management
69/ Director since
Frank Savage Corporation from 1992 to 1993,
1995/ Expires 2009
Vice Chairman of the Board of
Equitable Capital Management
Corporation from 1986 to 1992;
trustee of Johns Hopkins
University; former trustee and
Chairman of the Board of
Trustees of Howard University;
director of Lockheed Corporation
from 1990 to 1995; director of
Enron Corporation from 1999 to
2002; former director of Alliance
Capital Management L.P. and
Qualcomm Inc.
Group Vice President, Canada,
Mexico and South America, Ford
Motor Company since October
2003, Vice President, North
America Vehicle Operations of
Ford Motor Company from August
2001 to October 2003, Vice
President, North America
Assembly Operations of Ford
Motor Company from April 2001 to
59/ Director since August 2001. Held various
Anne Stevens
2002/ Expires 2009 management positions at Ford
Motor Company from 1990 up to
the present, including executive
director in Vehicle Operations in
North America. Held various
engineering, manufacturing and
marketing positions at Exxon
Chemical Co. before joining Ford.
Member of the National Academy
of Engineering and Trustee of
Drexel University.
Chief Executive Officer of
Lockheed Martin since August
2004, President of Lockheed
Martin since October 23, 2000,
Chief Operating Officer of
Lockheed Martin from October
2000 to August 2004, Executive
Vice President and Chief Financial
Officer of Lockheed Martin from
October 1999 to March 2001, Vice
President of Strategic
Development of Lockheed Martin
from November 1998 to October
1999; President and Chief
Robert J. 56/ Director since Operating Officer of the former
Stevens 2000/ Expires 2009 Lockheed Martin Energy and
Environment Sector from January
1998 to June 1999; President of
Lockheed Martin Air Traffic
Management Division from June
1996 through January 1998;
Executive Vice President and
Senior Vice President and Chief
Financial Officer of Air Traffic
Management from December
1993 to May 1996; General
Manager of Loral Systems
Manufacturing Company from
1987 to 1993; director of
Monsanto Company.
Chief Executive Officer,
Directions, LLC; Partner of
O‘Melveny & Myers LLP from
1992 – 2000; member of the
James R. 70/ Director since Board of Trustees of Stanford
Ukropina 1995/ Expires 2009 University from 1990 to 2000;
director of Lockheed from 1988 to
1995; director of Pacific Life
Insurance Company and Indymac
Bancorp, Inc.
Deputy Secretary of Homeland
Security (2003-2005)
Administrator, Transportation
Security Administration (2002-
2003) Commandant, U.S. Coast
Guard (1998-2002). In 2005,
Admiral James Loy completed a
45-year career in public service,
retiring as the first Deputy
Secretary of Homeland Security.
In this capacity, he was involved in
all aspects of consolidating 22
separate agencies into one unified
Cabinet department as well as
managing the day-to-day activities
of the agency. Prior to the
65/ Director since establishment of the Department
James M. Loy
2006/ Expires 2009 of Homeland Security in 2002,
Admiral Loy served in the
Department of Transportation as
Deputy Under Secretary for
Security and Chief Operating
Officer of the Transportation
Security Administration (TSA), and
later as Under Secretary for
Security. In these roles, he served
as the first administrator of the
newly created TSA, which is
responsible for protecting the
Nation's transportation systems to
ensure freedom of movement for
people and commerce. Admiral
Loy retired from the U.S. Coast
Mr. Schneider serves as Senior
Vice President and Chief Financial
Officer of Dell Inc. In this role, Mr.
Schneider is responsible for all
controller functions, planning, tax,
treasury operations, investor
relations, corporate development,
real estate, risk management and
development of internal audits. In
addition to his finance
responsibilities, Mr. Schneider
served as Dell's Chief Information
Officer on an interim basis from
1999 to early 2000. Mr. Schneider
joined Dell in September 1996
from MCI Communications Corp.
James M. 55/ Director since in Washington, D.C., where he
Schneider 2006/ Expires 2009 was Senior Vice President of
Finance. Before joining MCI in
1993, Mr. Schneider was
associated with Price Waterhouse
for 19 years in the United States
and international markets,
including 10 years as a partner.
Mr. Schneider holds a bachelor's
degree in accounting from Carroll
College, Waukesha, WI, and is a
certified public accountant. He is
a member of the Board of
Directors of Dell Financial
Services L.P., The Gap, Inc., and
General Communication, Inc. Mr.
Schneider is also a member of the
Audit Committee: E.C. "Pete" Aldridge, Jr., James M. Schneider, Anne Stevens, James R. Ukropina, Douglas C. Yearley (Chair), Douglas H. McCorkindale (Chair)
Ethics and Corporate Responsibility Committee: Marcus C. Bennett, Gwendolyn S. King (Chair), James M. Loy, Joseph W. Ralston, Frank Savage.
Executive Committee: Nolan D. Archibald, Gwendolyn S. King, Douglas H. McCorkindale, Robert J. Stevens (Chair), James R. Ukropina, Douglas C. Yearley.
Compensation Committee: "Pete" Aldridge, Jr., Nolan D. Archibald (Chairman), Douglas H. McCorkindale, Eugene F. Murphy, James M. Schneider, Anne Stevens.
Nominating/Corporate Governance Committee: Nolan D. Archibald, James O. Ellis, Jr., Gwendolyn S. King, Eugene F. Murphy, James R. Ukropina (Chairman).
Strategic Affairs and Finance Committee: Marcus C. Bennett, James O. Ellis, Jr., James M. Loy, Douglas H. McCorkindale (Chairman), Joseph W. Ralston, Frank Savage, Douglas C. Yearley.
avage, Douglas C. Yearley.
MARRIOTT INTERNATIONAL, INC.
10400 FERNWOOD ROAD
BETHESDA, MARYLAND 20817
www.marriott.com (888)
236-2427
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
Mr. Marriott is Chairman of the Board of
Directors and our Chief Executive Officer.
He joined Marriott Corporation in 1956,
became President and a director in 1964,
Chief Executive Officer in 1972 and
Chairman of the Board in 1985. Mr.
Marriott also is a director of the Naval
Academy Endowment Trust. He serves on
the Board of Trustees of the National Each non-employee director
Geographic Society, the National Urban received a retainer fee of
76/ Director since 1964/
Public 9 1 J.W. Marriott , Jr. League and The J. Willard & Alice S. $60,000 and an attendance fee 2008 Proxy
Expires 2009
Marriott Foundation, and is a member of of $1,250 for each Board,
the Executive Committee of the World Committee or shareholder
Travel & Tourism Council and the meeting attended. Lawrence M.
Business Council. Mr. Marriott has served Small received an additional
as our Chairman and Chief Executive annual retainer of $20,000 for
Officer since the Company‘s inception in his services as chair of the Audit
1997, and served as Chairman and Chief Committee. Roger W. Sant
Executive,Officer of the Company‘s received an additional annual
predecessors from 1985. He is the father retainer of $3,333 for his
of John W. Marriott III. services as chair of the
Compensation Policy Committee
from January through April 2006,
and Richard S. Braddock
received an additional annual
retainer of $6,667 for his
services as chair of the
Compensation Policy Committee
beginning in May 2006. Roger
W. Sant retired from the board
at the 2006 annual meeting of
shareholders on April 28, 2006.
John W. Marriott III serves as
the non-employee Vice
annual retainer of $20,000 for
his services as chair of the Audit
Committee. Roger W. Sant
received an additional annual
retainer of $3,333 for his
services as chair of the
Compensation Policy Committee
Ms. Lee is President and Chief Operating from January through April 2006,
Officer of Black Entertainment Television and Richard S. Braddock
(BET), a media and entertainment received an additional annual
company owned by Viacom. Ms. Lee‘s retainer of $6,667 for his
career at BET began in 1986 as Vice services as chair of the
President and General Counsel. In 1992, Compensation Policy Committee
she was named Executive Vice President beginning in May 2006. Roger
of Legal Affairs and Publisher of BET‘s W. Sant retired from the board
magazine division, while continuing to at the 2006 annual meeting of
serve as General Counsel. In 1995, Ms. shareholders on April 28, 2006.
Lee assumed responsibility for BET‘s John W. Marriott III serves as
strategic business development and was the non-employee Vice
named President and Chief Operating Chairman of the Company‘s
Officer in 1996. Prior to joining BET, Ms. Board of Directors. Relating to
53/ Director since 2004/ his services as a non-employee
Debra L. Lee Lee was an attorney with Washington,
Expires 2009 Vice Chairman, he receives 125
D.C.-based law firm Steptoe & Johnson.
Ms. Lee serves on the Board of Directors percent of the ordinary annual
of the following publicly traded companies: cash retainer (disregarding
Eastman Kodak Company and committee chair retainers),
Washington Gas & Light Company. She is attendance fees and annual
also a director of the following stock award of the non-
professional and civic organizations: the employee directors.
National Cable & Telecommunications
Association, Center for Communication,
Girls, Inc., the Kennedy Center‘s
Community & Friends, National Symphony
Orchestra, National Women‘s Law Center,
and the Alvin Ailey Dance Theater. She is
a Trustee Emeritus at Brown University.
Mr. Muñoz is a principal in the
Washington, D.C.-based firm Muñoz
Investment Banking Group, LLC. He is
also a partner in the Chicago-based law
firm Tobin, Petkus & Muñoz. He served as
President and Chief Executive Officer of
Overseas Private Investment Corporation
from 1997 to January 2001. Mr. Muñoz
56/ Director since 2002/ was Chief Financial Officer and Assistant
George Munoz
Expires 2009 Secretary of the U.S. Treasury
Department from 1993 until 1997. Mr.
Muñoz is a certified public accountant and
an attorney. He is a director of the
following publicly traded companies: Altria
Group, Inc., Anixter International, Inc. and
Archipelago Holdings, Inc. He also serves
on the Board of Trustees of the National
Geographic Society.
Mr. Shaw has served as President and
Chief Operating Officer of the Company or
its predecessors since March 1997. He
joined Marriott Corporation in 1974, was
elected Corporate Controller in 1979 and
a Vice President in 1982. In 1986, Mr.
Shaw was elected Senior Vice
President— Finance and Treasurer of
Marriott Corporation. He was elected
Chief Financial Officer and Executive Vice
62/ Director since 1997/ President of Marriott Corporation in April
William J. Shaw
Expires 2009 1988. In February 1992, he was elected
President of the Marriott Service Group.
He served as Chairman of Sodexho
Marriott Services, Inc. (now named
Sodexho, Inc.) and as a director from
1998 until June 2001. Mr. Shaw serves on
the Board of Trustees of the University of
Notre Dame and the Suburban Hospital
Foundation. He also serves on the Wolf
Trap Foundation for the Performing Arts
Board of Directors and the NCAA
Mr. Kellner is Chairman of the Board and
Chief Executive Officer of Continental
Airlines, Inc. He served as Chief
Operating Officer of Continental Airlines
from March 2003 to December 31, 2004,
as President from May 2001 to December
31, 2004 and a member of Continental
Airlines‘ Board of Directors since 2001. He
Lawrence W. 49/ Director since 2002/
joined the airline in 1995 as Senior Vice
Kellner Expires 2009
President and Chief Financial Officer.
Prior to joining Continental Airlines, he
was Executive Vice President and Chief
Financial Officer of American Savings
Bank and, prior to American Savings
Bank, he was Executive Vice President
and Chief Financial Officer of The Koll
Company.
Mr. Marriott joined Marriott Corporation in
1976 and became Executive Vice
President—Lodging for the Company in
January 2003. He is responsible for
leading Global Sales and Marketing,
Brand Management, Operations Planning
and Support and North American Lodging
Operations. Prior to his current position,
Mr. Marriott served as Executive Vice
47/ Director since 2002/
John W. Marriot III President of Global Sales and Marketing.
Expires 2009
He previously held the position of Senior
Vice President for Marriott‘s Mid-Atlantic
Region. In April 2002, Mr. Marriott was
named by the U.S. Department of
Commerce and the Japanese government
to co-chair a special taskforce to promote
travel between the United States and
Japan. John W. Marriott III is the son of
J.W. Marriott, Jr.
Mr. Pearce was Chairman of Hughes
Electronics Corporation, a subsidiary of
General Motors Corporation, from May
2001 until the sale by General Motors of
its interest in Hughes in December 2003.
He has served on the Hughes Electronics
Corporation board since 1992. He was
Vice Chairman and a director of General
Motors Corporation from 1996 until his
retirement from General Motors
Corporation in May 2001. Mr. Pearce is a
director of a publicly traded company,
65/ Director since 1995/
Harry J. Pearce MDU Resources Group, Inc. He also is
Expires 2009
Chairman of the U.S. Air Force
Academy‘s Sabre Society and a director,
and lifetime member, of the U.S. Air Force
Academy‘s Association of Graduates. Mr.
Pearce is a director of the National
Defense University Foundation, Chairman
of the GM Cancer Research Foundation,
Chairman of The Bone Marrow
Foundation and President and director of
The Leukemia & Lymphoma Society
Research Foundation. He also serves on
the Board of Trustees of Howard
University and Northwestern University.
Mr. Reinemund retired from Pepsico in
2007. He served as Chairman and Chief
Executive Officer from 2001 until 2006
and Chairman until May 2007. He joined
Pepsico in 1984 and held the positions of
President and Chief Executive Officer
Pizza Hut, Chairman and Chief Executive
Officer Frito-Lay and President and Chief
Steven S 59/ Director since 2008/ Operating Officer Pepsico. He was a
Reinemund Expires 2009 director of Pepsico from 1996 until May
2007. He is a director of American
Express Company, Exxon Mobil Corp.
and Johnson & Johnson. He is also a
member of the board of directors of the
United States Naval Academy Foundation
and the Cooper Institute. Mr. Reinemund
has been a director of the Company since
2007.
Mr. Small is the Secretary of the
Smithsonian Institution, the world‘s largest
combined museum and research
complex, a position he assumed in
January, 2000. From 1991 until he
became the 11th Secretary of the
Smithsonian, he served as President and
Chief Operating Officer of Fannie Mae.
Before joining Fannie Mae, Mr. Small
Lawrence M. 66/ Director since 1995/ served as Vice Chairman and Chairman
Small Expires 2009 of the Executive Committee of the Boards
of Directors of Citicorp and Citibank, N.A.
Mr. Small is also a director of a publicly
traded company, The Chubb Corporation.
He is also a director of New York City‘s
Spanish Repertory Theatre, the John F.
Kennedy Center for the Performing Arts,
the National Gallery of Art, and the
Woodrow Wilson International Center for
Scholars.
Audit Committee Members: Lawrence W. Kellner, George Muñoz (Chair), and Harry J. Pearce.
Compensation Policy Committee Members: Steven S. Reinemund (Chair), Floretta Dukes McKenzie, and Lawrence M. Small.
Nominating and Corporate Governance Committee Members: Lawrence W. Kellner (Chair), Debra L. Lee, Floretta Dukes McKenzie, and Steven S. Reinemund.
Committee for Excellence members include George Muñoz, Debra L. Lee (Chair), Lawrence M. Small, and William J. Shaw.
Executive Committee Members: J.W. Marriott, Jr. (Chair) and Lawrence W. Kellner.
Martek Biosciences Corp 6480
Dobbin Road Columbia, MD
21045 410-740-0081
www.martekbio.com
Number Number of
Public or
of Female Names of Directors Age/Term/Expiration Business Background Information Board Compensation Source
Private
Directors Directors
He has been Executive Vice President of Each director who is not an
Clark Enterprises, Inc. (―Clark‖), a employee of the Company
Bethesda, Maryland-based holding receives an annual retainer
company, since 1989; he is the ownership, plus meeting fees for his or her
investment and asset management arm of service on the Company‘s
various Clark entities, including one of the Board of Directors. The
49/Director since largest privately-held construction Chairman receives an annual
Public 9 1 Robert J. Flanagan 2008 Proxy
2002/Expires in 2009 companies in the United States; prior to retainer of $115,000, while all
joining Clark, he was treasurer, secretary other members of the Board
and a member of the board of directors of receive an annual retainer of
Baltimore Orioles, Inc. from 1981 to 1989; $40,000. Board members also
he was also employed from 1978 to 1981 receive $2,000 per Board
as a member of Arthur Andersen‘s audit meeting. Committee members
division in its Washington, D.C. office. He receive an annual retainer,
which varies by committee, plus
$1,000 per committee meeting.
The annual retainer for
committee members is as
follows: Audit Committee
Chairman — $8,000; Audit
Committee members —
$4,000; Compensation
Committee Chairman —
$4,000; Compensation
Committee members —
$2,000; Nominating Committee
Chairman — $4,000;
Nominating Committee
members — $2,000. Each
director who is not an employee
of the Company is also eligible
to receive stock-based
compensation under the
Company‘s Stock Incentive
Plans. Annually, on the day of
other members of the Board
receive an annual retainer of
$40,000. Board members also
receive $2,000 per Board
meeting. Committee members
receive an annual retainer,
Mr. Dubin became Chief Executive Officer which varies by committee, plus
of Martek in July 2006 following Mr. $1,000 per committee meeting.
Linsert‘s retirement, after serving since The annual retainer for
September 2003 as President of Martek. committee members is as
Mr. Dubin joined Martek in 1992 and has follows: Audit Committee
served in various other management Chairman — $8,000; Audit
positions, including CFO, Treasurer, Committee members —
Secretary, General Counsel and Senior $4,000; Compensation
Vice President of Business Development. Committee Chairman —
In 2000, he moved to a part-time position $4,000; Compensation
of Senior Advisor — Business Committee members —
Development, a role he filled until his $2,000; Nominating Committee
election to President of Martek in Chairman — $4,000;
September 2003. He also spent time Nominating Committee
53/ Director since 2006/
Steve Dubin during 2000 through 2003 co-founding and members — $2,000. Each
Expires 2009
co-managing a Maryland-based, angel- director who is not an employee
investing club that funds early-stage, high- of the Company is also eligible
potential businesses. He was also ―Of to receive stock-based
Counsel‖ to the law firm Mintz, Levin, compensation under the
Cohn, Ferris, Glovsky and Popeo, P.C. Company‘s Stock Incentive
during part of 2001 and 2002. Prior to Plans. Annually, on the day of
1992, Mr. Dubin worked in the financing the Company‘s Annual Meeting
and management of early-stage of Stockholders, each eligible
businesses and, over a period of 12 years, director receives a grant of
served in various positions at Suburban restricted stock units with a
Bank, now part of Bank of America, total value of $60,000 on the
including Vice President and Treasurer of date of grant, with the actual
their venture capital subsidiary, Suburban number of restricted stock units
Capital Corporation. determined by dividing $60,000
He served as Senior Vice President and
General Counsel for SmithKline Beecham
and subsequently GlaxoSmithKline from
1993 until his retirement in 2001; prior to
that, he practiced law with international law
firms in New York, Tokyo and London,
including serving as Managing Partner of
64/Director since the London office of Morrison & Forester,
James R. Beery
2004/Expires in 2009 specializing in strategic transactions and
general corporate matters for a variety of
industries. Following his retirement from
GlaxoSmithKline, he became Senior Of
Counsel to the London office of Covington
& Burling. Mr. Beery also serves as a
director for deCODE genetics, Inc. and
Orchid BioSciences, Inc.
He has served in various management
positions at Merck & Co., Inc. (―Merck‖)
from 1961 to 1988, during which time he
was appointed Senior Vice President
responsible for ten divisions, including
Douglas J. 76/Director since
Manufacturing and Technology and
MacMaster, Jr. 1993/Expires in 2010
Pharmaceutical Manufacturing. Mr.
MacMaster retired from Merck in 1991 and
currently serves as a director for Neose
Technologies, Inc. (biotechnology) and
Stratton Mutual Funds.
From 1981 to 2007, Mr. Mayer served in
various executive capacities for Danisco
A/S, one of the world‘s leading producers
of ingredients for food and other consumer
products. From 2005 to 2007, Mr. Mayer
served as Chief Executive Officer and
Chairman of the Board for Genencor
International, Inc., a wholly-owned
64/ Director since 2007/ subsidiary of Danisco A/S specializing in
Robert H. Mayer
Expires 2009 the development and manufacture of
industrial enzymes. From 1999 to 2005,
Mr. Mayer served as Executive Vice
President and Chief Operating Officer of
Danisco‘s Food Ingredients Division and
from 1981 to 1999, Mr. Mayer served as
President of Danisco USA, Inc. Mr. Mayer
has been a director of the Company since
January 2008.
He has been an independent advisor to
international development and financial
institutions since 1990; from 1987 to 1990,
76/Director since he was Executive Vice President and a
Eugene H. Rotberg
1992/Expires in 2010 member of the Executive Committee at
Merrill Lynch & Co., Inc; from 1969 to
1987, he was Vice President and
Treasurer of the World Bank.
Mr. D‘Andrea has served as Administrative
General Partner of Valhalla Partners, a
venture capital fund, since April 2002.
From June 1999 to April 2002, Mr.
D‘Andrea served as the Chief Financial
Officer of Advanced Switching
Communications, Inc., a
telecommunications equipment provider.
50/ Director since 2006/
Harry J. D‘Andrea From August 1998 to June 1999, Mr.
Expires 2008
D‘Andrea served as Chief Financial Officer
of Call Technologies, Inc., a
telecommunications software provider.
From June 1997 to July 1998, Mr.
D‘Andrea served as Chief Financial Officer
of Yurie Systems, Inc., a provider of
networking and telecommunications
equipment.
Mrs. Kawalek retired in 2004 after serving
for 25 years in various capacities at
Quaker Oats, Inc., a consumer goods
company and, since 2001, a business unit
of PepsiCo. From 2002 until her
retirement, she served as President of
52/ Director since 2006/
Polly B. Kawalek PepsiCo‘s Quaker Foods division. In 2001,
Expires 2008
Mrs. Kawalek served as President of
Quaker Oats‘ U.S. Foods division and from
1997 through 2000, she served as
President of the Hot Breakfast division.
Mrs. Kawalek also serves as director for
Kimball International, Inc.
Mr. Keller retired from his position as
Martek‘s Senior Vice President, Sales and
Marketing in 2005, a position he held since
1997. Prior to joining Martek, Mr. Keller
63/ Director since 2005/
Jerome C. Keller had been consulting after spending a 25-
Expires 2008
year career at Merck, most recently as
Vice President of Sales from 1986 to 1993.
Mr. Keller also serves as a director of
WebMD Health Corp.
The members of the Audit Committee of the Board of Directors are Messrs. D‘Andrea and Rotberg and Ms. Kawalek.
The members of the Compensation Committee of the Board of Directors are Messrs. Flanagan and MacMaster and Ms. Kawalek.
The members of the Nominating and Corporate Governance Committee of the Board of Directors are Messrs. Beery, Flanagan, MacMaster and Rotberg.
MiddleBrook Pharmaceuticals, Inc.
20425 Seneca Meadows Parkway
Germantown, Maryland 20876
http://www.middlebrookpharma.com
(301) 944-6600
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
Dr. Douglas currently serves as consultant
to the Vaccine Research Center at the
National Institute of Health. Dr. Douglas The Company currently pays
was president, Merck Vaccines, each of its non-employee
responsible for the research, directors an annual fee of
development, manufacturing and $20,000 for serving on its Board
marketing of Merck Vaccines‘ vaccine of Directors. In addition, the
products, from 1989 until 1999. From Company currently pays these
1982 to 1990, he was a professor of directors $2,500 for each
medicine and Chairman, Department of meeting of the Board attended in
Medicine, Cornell University Medical person, and $1,500 for each
R. Gordon 73/ Director since 1999/ meeting of the Board attended 2008 Proxy
Public 7 0 College and physician-in-chief, the New
Douglas, M.D. Expires 2010 telephonically and for each
York Hospital. He also served as head of
the infectious disease unit at the meeting of a committee of the
University of Rochester School of Board attended. At such times as
Medicine. Dr. Douglas serves on the the Company has a non-
Board of Directors of Elusys Therapeutics, employee Chairman of the
Inc., Iomai Corporation, the Aeras Global Board, the Company will pay
TB Vaccine Foundation (Chairman), such individual an additional
VaxInnate, Inc. and Vical Incorporated $10,000 annual fee. In 2007,
(Chairman). Dr. Douglas is a graduate of each non-employee chairman of
Princeton University and Cornell University a Board committee was paid an
Medical College. additional $2,000 annual fee,
except that the additional annual
fee for the chairman of the Audit
Committee was $4,000. In April
2008, the Compensation
Committee, after a review of
peer data compiled by Towers,
Perrin, Forster & Crosby, Inc.,
increased the annual fees for
committee chairmen, with the
Audit Committee chairman fee
increasing to $7,000, the
such individual an additional
$10,000 annual fee. In 2007,
each non-employee chairman of
a Board committee was paid an
additional $2,000 annual fee,
except that the additional annual
fee for the chairman of the Audit
Mr. Vogelbaum is a partner with Rho
Committee was $4,000. In April
Ventures. Prior to joining Rho, he spent
2008, the Compensation
five years as a general partner of Apple
Committee, after a review of
Tree Partners, a life sciences venture
peer data compiled by Towers,
capital firm. Previously, he was a general
Perrin, Forster & Crosby, Inc.,
partner of Oxford Bioscience Partners,
increased the annual fees for
which he joined in 1993. Mr. Vogelbaum
committee chairmen, with the
Martin A. 44/ Director since 2007/ currently serves on the Board of Directors
Audit Committee chairman fee
Vogelbaum Expires 2010 of several privately-held companies,
increasing to $7,000, the
including as Chairman of Gloucester
Compensation Committee
Pharmaceuticals, and previously served
chairman fee increasing to
as a member of the Board of Directors of
$5,000, and the fee for chairmen
Nuvelo, Inc., a publicly traded
of other committees increasing
biopharmaceutical company. Mr.
to $3,000 per year.
Vogelbaum received an A.B. in biology
and history from Columbia University.
Mr. Werner is a co-founder of HealthCare
Ventures, a venture capital fund
specializing in the health care industry. Mr
Werner has served as a director of over
30 public and private companies. Prior to
the formation of HealthCare Ventures in
1985, Mr. Werner was Director of New
Ventures for Johnson & Johnson
Development Corporation. Before joining
Johnson & Johnson in 1980, Mr. Werner
59/ Director since 1999/ was senior vice president of Robert S.
Harold R. Werner
Expires 2010 First, Inc. and was responsible for
managing its European and, later, U.S.
health care management consulting
business. Mr. Werner currently serves on
the Board of Directors of TetraLogic
Pharmaceuticals, Inc., DecImmune, Inc.
and GenVec, Inc. Mr. Werner received his
B.S. and M.S. degrees from Princeton
University and an M.B.A. from the Harvard
Graduate School of Business
Administration.
Dr. Rudnic served as chairman of the
Board of Directors from May 2004 until
February 2006. Dr. Rudnic has over 25
years of industry experience in the
development and commercialization of a
wide range of pharmaceutical products.
From 1997 to 1999, Dr. Rudnic directed
the research and development activities in
the U.S. for Shire Pharmaceuticals. Shire
acquired Pharmavene, Inc. in 1997, a start-
up company focused on the design and
commercialization of drug delivery
systems, where Dr. Rudnic was senior
vice president for development and
Edward M. 52/ Director since 1999/ technical operations from 1996 to 1997
Rudnic, Ph.D. Expires 2009 and vice president, pharmaceutical
research and development from 1991 to
1996. From 1990 to 1991, he was an
independent consultant. From 1985 to
1990, he held positions of increasing
responsibility as a director of formulation
development and head of pharmaceutical
process development at Schering-Plough
Corporation. Dr. Rudnic was a research
investigator at E.R. Squibb and Sons,
developing oral controlled- release dosage
forms and novel drug delivery concepts,
from 1982 to 1985. Dr. Rudnic has a B.S.
in pharmacy, M.S. in pharmaceutics and a
Ph.D. in pharmaceutical sciences from the
James H. Cavanaugh, Ph.D. has been a
director since our inception. Dr.
Cavanaugh is a general partner of
HealthCare Partners V, L.P., HealthCare
Partners VI, L.P. and Healthcare Partners
VII, L.P., which are the general partners of
HealthCare Ventures V, L.P., HealthCare
Ventures VI, L.P. and Healthcare Ventures
VII, L.P., respectively. Dr. Cavanaugh was
previously president of SmithKline and
French Laboratories U.S., Inc. from 1985
James H. to 1989 and president of SmithKline
71/ Director since 1999/
Cavanaugh, Clinical Laboratories from 1981 to 1985.
Expires 2009
Ph.D. Dr. Cavanaugh serves as chairman of the
Board of Directors of Diversa Corporation
and Shire Pharmaceuticals Group PLC,
and as a Director of MedImmune, Inc. Dr.
Cavanaugh previously served on the
Board of Directors of the National Venture
Capital Association and as trustee
emeritus of the California College of
Medicine. Dr. Cavanaugh holds a Ph.D.
and an M.S. from the University of Iowa
and a B.S. from Fairleigh Dickinson
University.
From 1976 to 2002, Mr. Dugan served as
a partner for Ernst & Young LLP, where he
served in various managing and senior
partner positions including Mid-Atlantic
Area Senior Partner from 2001 to 2002,
Mid-Atlantic Area Managing Partner from
1989 to 2001 and Pittsburgh Office
Managing Partner from 1981 to 1989. Mr.
Richard W. 66/ Director since 2003/
Dugan retired from Ernst & Young in 2002.
Dugan Expires 2009
Mr. Dugan currently serves on the Board
of Directors of two other publicly-traded
companies: Critical Therapeutics, Inc. and
Vanda Pharmaceuticals Inc. Mr. Dugan
received a B.S.B.A. from Pennsylvania
State University. Mr. Dugan‘s term as a
director will expire at the 2008 Annual
Meeting of Stockholders.
Dr. Hockmeyer founded MedImmune, Inc.
in April 1988 as President and Chief
Executive Officer and was elected to
serve on the Board of Directors in May
1988. Dr. Hockmeyer became chairman of
the Board of Directors in May 1993. He
relinquished his position as Chief
Executive Officer in October 2000 and
now serves as the Chairman of the Board
of Directors of MedImmune, Inc. and
President of MedImmune Ventures, Inc.
Dr. Hockmeyer is a member of the
Wayne T. Maryland Economic Development
63/ Director since 1999/
Hockmeyer, Commission and the Governor‘s
Expires 2009
Ph.D. Workforce Investment Board. He is a
member of the Board of Directors of the
publicly traded biotechnology companies
GenVec, Inc., and Idenix
Pharmaceuticals, Inc. and serves on the
boards of several educational and
philanthropic organizations. Dr.
Hockmeyer earned his bachelor‘s degree
from Purdue University and his Ph.D. from
the University of Florida in 1972. In 2002,
Dr. Hockmeyer was awarded a doctor of
science honoris causa from Purdue
University.
The Audit Committee consists of Richard W. Dugan and Drs. Wayne T. Hockmeyer and R. Gordon Douglas.
The Compensation Committee consists of Drs. Hockmeyer and Douglas.
The Nominating and Governance Committee currently consists of Dr. Hockmeyer and Mr. Werner.
The Executive Committee consists of Drs. Edward M. Rudnic, James H. Cavanaugh, R. Gordon Douglas and Wayne T. Hockmeyer.
Micros Systems, Inc. 7031
Columbia Gateway Drive
Columbia, MD 21046 443-
285-6000 www.micros.com
Number Number
Public or Names of Business Background
of of Female Age/Term/Expiration Board Compensation Source
Private Directors Information
Directors Directors
Directors other than Messrs.
In 1995, he resigned as General
Giannopoulos and Mr. Brown
Manager of the Westinghouse
receive a fee of $5,000 per
Information and Security Systems
quarter for Board service, and
Divisions, having been with
$1,500 for each Board meeting
Westinghouse for 30 years, and
attended. Messrs.
was hired by the Company pursuant
Giannopoulos and Brown are
to an Employment Agreement to
not compensated for service
67/Director since terminate December 31, 1999,
on the Board. In addition, each
1992/to serve until the subsequently amended to terminate
member of a Board committee
A. L. next Annual Meeting on June 30, 2009. In prior 2007
Public 6 0 receives an additional $1,500
Giannopoulos and until their assignments at Westinghouse, Mr. Proxy
for each committee meeting
successors are elected Giannopoulos was General
attended, and the Chairman of
and qualified Manager of the Automation Division
the Audit Committee, effective
and National Industrial Systems
October 1, 2006, receives an
Sales Force, Industries Group. Mr.
additional fee of $3,000 per
Giannopoulos is a graduate of
quarter, given the fact that he
Lamar University with a Bachelor of
has additional review
Science degree in Electrical
responsibilities and
Engineering. Chairman, President,
participates in certain financial
and CEO.
review meetings with the
Finance Department and
PriceWaterhouseCoopers
LLP.
additional fee of $3,000 per
quarter, given the fact that he
has additional review
responsibilities and
participates in certain financial
review meetings with the
Finance Department and
He serves as Chairman and CEO of PriceWaterhouseCoopers
Precision Auto Care, Inc., a LLP.
franchise company for the auto care
64/Director since
industry. Additionally, he serves as
1977/to serve until the
President and a director of IDEAS,
Louis M. next Annual Meeting
Inc., a supplier of high technology,
Brown, Jr. and until their
custom-engineered products and
successors are elected
services. Formerly, he served as
and qualified
Chairman of Autometric, Inc. and of
Planning Systems, Inc. Vice
Chairman of the Board.
Retiring in June 2001, he worked for
Ernst & Young LLP for 37 years, the
last 25 of which he served as a
partner. While at Ernst & Young
LLP, he serviced those in high
technology, biosciences,
government contracting,
manufacturing and banking. He also
held positions of national and
regional operational responsibility
within Ernst & Young LLP in areas
of practice management and
65/Director since operations, and co-authored various
2003/to serve until the internal training publications. He
next Annual Meeting serves on the board of directors of
B. Gary Dando
and until their PEC Solutions, Inc., a publicly held
successors are elected professional services firm serving
and qualified federal, state and local government
agencies, where he also is the
Chairman of the Audit Committee.
Additionally, he is currently a
member of the Board of Trustees,
University System of Maryland
Foundation, Inc., where he is also a
member of the Finance Committee
and Chairman of the Spending
Policy Committee, and the
University of Maryland College Park
Foundation, where he is a member
of the Budget and Audit Committee.
He served as Chairman of Telogy
Networks, Inc., a developer of
communications software products
until August 1999, at which time
Texas Instruments acquired it. He is
on the board of directors of Primus
Telecommunications, a long
distance telecommunications
service provider. Previously, he was
77/Director since Chairman and Chief Executive
1996/to serve until the Officer of Orion Network Systems, a
John G. next Annual Meeting company that provides satellite
Puente and until their services and facilities. Before joining
successors are elected Orion, he was Vice Chairman of
and qualified M/A-Com, a supplier of microwave
components and systems to the
telecommunications industry. He
was a founder and Chairman of
Digital Communications Corporation
(now Hughes Network Systems)
and SouthernNet, a fiber optic long
distance company that merged to
form Telecom USA and was later
acquired by MCI.
He is President of Corporate
Development Services, LLC
(―CDS‖), a commercial real estate
development firm with offices in
Columbia, Maryland, and a
subsidiary of Corporate Offices
Properties Trust (NYSE: OFC); from
1984 until 1998, he, was employed
62/Director since
by Constellation Real Estate, Inc. in
1997/to serve until the
various capacities. He is also past
Dwight S. next Annual Meeting
President of the Maryland Chapter
Taylor and until their
of the National Association of
successors are elected
Industrial and Office Properties
and qualified
(―NAIOP‖), and a member of the
NAIOP National Board. He currently
serves on the Trustee Boards of the
Baltimore Polytechnic Institute
Foundation, Capitol College, and
Lincoln University. He also serves
on the Board of the T. Rowe Price
Group, Inc.
He currently serves as Chairman of
ISM, a Boston based advertising
agency, which specializes in the
travel and leisure industries and is
the Managing Partner of ISM‘s
consulting arm, The Prism
Partnership, LLC. Mr. Watson also
serves as Chairman and Executive
63/Director since Vice President of TLX, Inc., a
2000/to serve until the provider of logistics solutions to the
William S. next Annual Meeting airline industry, based in Scottsdale,
Watson and until their Arizona, and is a member of the
successors are elected board of directors of Passkey
and qualified Systems, Inc., a privately held
company that provides meetings
and convention reservation and
bookings services. During his
career, he also served as Vice
President of Strategic Marketing for
ITT-Sheraton Hotels, and Executive
Vice President, COO of Best
Western International.
The Audit Committee consists of Messrs. Dando, Puente, and Watson. Mr. Dando is the Audit Committee Chairman.
The Compensation Committee consists of Messrs. Puente, Taylor, and Watson.
The Nominating Committee consists of Messrs. Taylor and Watson.
MEDIFAST, INC.
11445 Cronhill Dr.
Owings Mills, MD 21117
www.medifastdiet.com
(410) 581-8042
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
Michael S. McDevitt is the Chief Executive
Officer and Chief Financial Officer of
Medifast, Inc. Mr. McDevittjoined Medifast in
2002 as Controller and was promoted to Vice
President of Finance in January 2004. In
March of 2005 he was promoted to President
Michael S. 30/ Director since 2007/ and subsequently promoted to the position of 2008
Public 12 3
McDevitt Expires 2009 President and Chief Financial Officer in Proxy
January of 2006. In March of 2007, Mr. Employee Directors do
McDevitt was promoted to Chief Executive not receive any
Officer. Prior to joining Medifast, Mr. additional compensation
McDevitt worked as a Financial Analyst for for their services as
The Blackstone Group, an investment and director. Additional fees
advisory firm based in New York, NY. are paid to the Audit
Committee Chairman.
In 2007, the Chairman
received an additional
$16,000 in cash. Stock
awards in the amount of
10,644.
not receive any
additional compensation
for their services as
director. Additional fees
are paid to the Audit
Committee Chairman.
In 2007, the Chairman
Charles P. Connolly is currently an received an additional
independent director focusing on bank $16,000 in cash. Stock
relationships, debt refinancing, merger and awards in the amount of
acquisition strategy and executive 10,644.
compensation design. Mr. Connolly spent 29
Charles P. 59/ Director since 2006/ years at First Union Corp. that merged with
Connolly Expires 2010 Wachovia Bank in 2001. He retired in 2001
as the President and CEO of First Union
Corp. Mr. Connolly serves on the Boards of
numerous non-profit organizations. He holds
an MBA from the University of Chicago and
AB from Villanova University.
Mr. Lavin has been a director of the
Company since 2005 while a senior partner
at Lavin, Oneil, Ricci, Ceprone & Disipio. Mr.
Lavin is a 1951 graduate of Bucknell
University. He attended the University of
Pennsylvania School of Law, receiving an
LL.B. in 1956, and then served as a Special
Agent, Federal Bureau of Investigation,
United States Department of Justice, until
1959. Mr. Lavin is one of the dominant
product liability defense attorneys in the
nation. He has had regional responsibilities in
several automotive specialty areas, and has
George Lavin Jr., 79/ Director since 2005/ been called upon to try matters throughout
Esq. Expires 2009 the county on behalf of his clients. Mr.
Lavin's present practice and specialty
emphasizes his commitment to defending
the automotive industry. Mr. Lavin is
admitted to practice before the Supreme
Court of Pennsylvania, the United States
Court of Appeals for the Third Circuit and the
United States District Courts for the Eastern
and Middle
Districts of Pennsylvania. He is a member of
the Faculty Advisory Board of the Academy
of Advocacy, the Association of Defense
Counsel, The Defense Research Institute,
The American Board of Trial Advocates, and
Prior to joining the Company, he was
appointed as Program Director of the U.S.
Olympic Coin Program of the Atlanta
Centennial Olympic Games. From 1991
through 1994, Colonel MacDonald returned
to active duty to be Deputy Director and
Chief Financial Officer of the Retail, Food,
Hospitality and Recreation Businesses for
the United States Marine Corps. Prior
thereto, Mr. MacDonald served as Chief
Operating Officer of the Bonneau Sunglass
Company, President of Pennsylvania Optical
Co., Chairman and CEO of MacDonald and
Bradley T. 60 / Director since 1996/ Associates, which had major financial
MacDonald Expires 2010 interests in a retail drug, consumer candy,
and pilot sunglass companies. Mr.
MacDonald was national president of the
Marine Corps Reserve Officers Association
and retired from the United States Marine
Corps Reserve as a Colonel in 1997, after 27
years of service. He has been appointed to
the Defense Advisory Board for Employer
Support of the Guard and Reserve (ESGR).
Mr. MacDonald serves on the Board of
Directors of the Wireless Accessories Group
(OTCBB: WIRX). He is also on the Board of
Directors of the Marine Corps Reserve Toys
for Tots Foundation and is a Foundation
Trustee of the Marine Reserve Association.
Barry B. Bondroff, CPA is an officer and
director with Gorfine, Schiller & Gardyn, PA,
a full-service certified public accounting firm
offering a wide range of accounting and
consulting services. Previously, he was a
Senior Managing Director with SMART,
which merged with Gorfine, Schiller &
Gardyn in July 2008. Bondroff brings over 35
years of experience providing companies of
all sizes and industries with practical and
costeffective accounting, assurance, tax,
business, technology and financial advisory
services. Prior to managing SMART,
Barry B. Bondroff, 59/ Director since 2008/ Bondroff was the Managing Partner for
CPA Expires 2011 Grabush, Newman & Co., P.A., which
combined with SMART in May 2003.
Bondroff began his career with Grabush
Newman in 1970, and in 1976 became
Officer and was promoted to Managing
Partner in 1982. He earned his Bachelor of
Science degree in Accounting from the
University of Baltimore. Additionally, Bondroff
serves on the Board of Directors for the
publicly traded First Mariner Bank of
Maryland, a NASDAQ listed SEC registrant.
He is active with First Mariner serving on the
Executive Committee, Loan Committee,
Audit Committee and as Chairman of the
Dennis M. McCarthy practiced law for 21
years as a civil litigator in tort and contract
cases. He was the founding member and
managing partner of a Columbus, Ohio
based law firm. Additionally, he served active
duty in the U.S. Marine Corps for 23 years
and served 18 years in reserve service. Mr.
Dennis M. 63/ Director since 2006/ McCarthy retired from the Marine Corps in
McCarthy Expires 2011 2005 in the grade of Lieutenant General after
four years in command of all Marine Reserve
forces. Mr. McCarthy is currently the
Executive Director of the Reserve Officers
Association, a congressionally chartered
association devoted to national defense. In
addition to Medifast, he is a member of the
Board of Directors of Rivada Networks.
Reverend Donald Francis Reilly, O.S.A., a
Director, holds a Doctorate in Ministry
(Counseling) from New York Theological and
an M.A. from Washington Theological Union
as well as a B.A. from Villanova University.
Reverend Don Reilly was ordained a priest in
1974. His assignments included Associate
Pastor, pastor at St. Denis, Havertown,
Pennsylvania, Professor at Villanova
University, Personnel Director of the
Augustinian Province of St. Thomas of
Villanova, Provincial Counselor, Founder of
Donald Francis 60/ Director since 1998/ SILOAM Ministries where he ministers and
Reilly, O.S.A Expires 2010 counsels HIV/AIDS patients and caregivers.
He is currently on the Board of Directors of
Villanova University, is President of the board
of "Bird Nest" in Philadelphia, Pennsylvania
and is Board Member of Prayer Power. Fr.
Reilly was recently elected Provincial of the
Augustinian Order at Villanova, PA. He will
oversees more than 300 Augustinian Friars
and their service to the Church, teaching at
universities and high schools, ministering to
parishes, serving as chaplains in the Armed
Forces and hospitals, ministering to AIDS
victims, and serving missions in Japan and
South America.
Margaret MacDonald-Sheetz joined Medifast
in 2000 as the Director of Sales and
Administration. In 2002, she was promoted to
Margaret
32/ Director since 2008/ VP of Operations and in 2004 promoted to
MacDonald-
Expires 2011 Senior VP of Operations. In May of 2006,
Sheetz
Ms. MacDonald received an Executive MBA
from Loyola University. In March 2007, she
was promoted to President and Chief
Operating Officer of Medifast Inc.
Michael C. MacDonald, a Director, is a
corporate officer and President of Global
Accounts and Marketing Operations, for the
Xerox Corporation. Mr. MacDonald's former
positions at Xerox Corporation include
Michael C. 54/ Director since 1998/
executive positions in the sales and
MacDonald Expires 2008
marketing areas. He is currently on the
Board of Trustees of Rutgers University and
a Director of the Jimmy V Foundation. Mr.
MacDonald is the brother of Bradley T.
MacDonald, the CEO of the Company.
Jeannette M. Mills currently serving as senior
vice president with the Baltimore Gas and
Electric Company. A Baltimore, Md. native,
Mills earned her Bachelor of Science in
Electrical Engineering from Virginia
Polytechnic Institute, where she currently
serves on the Advisory Board of the Bradley
Department of Electrical and Computer
Engineering. In 2006, Mills earned her
Masters of Business Administration from
41/ Director since 2008/
Jeanette M. Mills Loyola College. Ms. Mills also works in the
Expires 2011
community includes serving as Chair of the
Board of Directors for Voices for Children,
Howard County's Court Appointed Special
Advocate Program. Additionally, she serves
on the Board of the Creative Alliance, a
Program that builds communities by bringing
together artists and audiences
from diverse backgrounds to experience
spectacular arts programs and engage in the
creative process.
Mary T. Travis, a Director, is currently
employed with Sunset Mortgage Company,
L.P. in Pennsylvania as the Senior Vice
President of wholesale operations and was
formerly the Vice President of operations for
the Financial Mortgage Corporation. Mrs.
Travis is an expert in mortgage banking with
over 36 years of diversified experience. She
57/ Director since 2002/ is an approved instructor of the Mortgage
Mary T. Travis
Expires 2011 Bankers Association Accredited School of
Mortgage Banking. Mrs. Travis was also
formally a delegate and 2nd Vice president of
the Mortgage Bankers Association of Greater
Philadelphia and the Board of Govenors of
the State of Pennsylvania. She is the key
financial executive on the Company's Audit
Committee providing oversight of the
Company's external auditors.
Reverend Joseph D. Calderone, O.S.A., was
named a director of Medifast in November
2003. Rev. Calderone is the Associate
Director of Campus Ministry at Villanova
University. He formerly spent over eight
Reverend Joseph
59/ Director since 2003/ years with the Loyola University Medical
D. Calderone,
Expires 2009 Center as the hospital Chaplain and taught
O.S.A.
multiple courses including Introduction to the
Practice of Medicine and Business Ethics.
Rev. Calderone is currently a Captain in the
US Navy Reserves and serves as the Wing
Chaplain for the 4th Marine Aircraft Wing.
The audit committee consists of Charles Connolly, George Lavin, and Mary Travis.
The nominating and corporate governance committee consists of Joseph Calderone, Donald F. Reilly, and George
The compensation committee currently consists of Joseph D. Calderone, Dennis M. McCarthy, Esq., and Mary T.
Travis.
Messrs. Bradley T. MacDonald, Michael C. MacDonald, Michael S. McDevitt, and Dennis M. McCarthy, Esq. are members of the Executive Committee.
MICROMET, INC.
6707 Democracy Boulevard
Suite 505
Bethesda, Maryland 20817
(240) 752-1420
http://www.micromet.de/index.p
hp?id=48
Number Number
Public or Names of Business Background
of of Female Age/Term/Expiration Board Compensation Source
Private Directors Information
Directors Directors
Pursuant to the Company‘s
Mr. Benjamin has been a General Director Compensation
Partner of Advent Venture Policy, non-employee
Partners, a venture capital directors receive an annual
management firm in London, since retainer fee of $16,000 for
1985. Mr. Benjamin also serves on director service, paid in
67/ Director since 2006/ the board of directors of Orthofix quarterly installments, a fee 2008 Proxy
Public 9 0 Jerry C. Benjamin
Expires 2010 International N.V., an international of $1,500 for each board
orthopedics company listed on the meeting attended and a fee
NASDAQ Global Market. In the of $1,000 for each
past, Mr. Benjamin has been a committee meeting
director of a number of public and attended. In addition, each
private health care companies. non-employee director
receives the director fee
with respect to telephonic
board meetings and
committee meetings if such
telephonic meetings last
approximately two hours or
longer.
of $1,500 for each board
meeting attended and a fee
of $1,000 for each
committee meeting
attended. In addition, each
non-employee director
receives the director fee
Barclay A. Phillips served as a with respect to telephonic
member of CancerVax‘s board of board meetings and
directors from December 2000 to committee meetings if such
May 2006 and has continued as a telephonic meetings last
director of the Company following approximately two hours or
the merger. From 1999 to the longer.
present, Mr. Phillips has been a
Managing Director of Vector Fund
Management. From 1991 to 1999,
Mr. Phillips served in various roles
including Director of Private
Placements and Biotechnology
Analyst for INVESCO Funds
45/ Director since 2000/ Group, Inc. From 1985 to 1990,
Barclay A. Phillips
Expires 2010 Mr. Phillips held positions in sales
and trading with Paine Webber,
Inc. and Shearson Lehman Hutton,
Inc. Over the last ten years, Mr.
Phillips has held board positions
for a number of public and private
companies and currently serves as
a director and member of the audit
committee of Acorda Therapeutics,
Inc., a publicly traded
biopharmaceutical company. Mr.
Phillips received a B.A. in
economics from the University of
Colorado in Boulder.
Otello Stampacchia, Ph.D. has
served as a member of our board
of directors since the merger in
May 2006 and as an Adviser to
Omega Fund since 2005. The
Omega Fund acquires ownership
interests in public and private
biopharmaceutical and device
companies, focusing on Western
Europe and the USA. Dr.
Stampacchia has been involved in
various advisory activities in
biotechnology since 2001.
Previously, Dr. Stampacchia was a
Otello Stampacchia, 38/ Director since 2006/
member of the health care
Ph.D. Expires 2010
Corporate Finance and M&A team
at Goldman Sachs International in
London, and he also helped initiate
the health care investment
activities of Index Securities (now
Index Ventures). Dr. Stampacchia
has a Ph.D. in Molecular Biology
from the University of Geneva
(Switzerland), a European
Doctorate in Biotechnology (EDBT)
from the European Association for
Higher Education in Biotechnology,
and a M.Sc. in Genetics from the
University of Pavia (Italy).
Dr. Itin has also served in the
following capacities with our
subsidiary Micromet AG: Chief
Executive Officer since March
2004, Chief Business Officer from
April 2002 to March 2004, Vice
President of Business and
Corporate Development from
September 2001 to April 2002,
Vice President of Corporate
Development from September
2000 to September 2001 and Head
43/ Director since 2006/
Christian Itin, Ph.D. of IP and Licensing from
Expires 2008
September 1999 to September
2000. Before joining Micromet, Dr.
Itin was a co-founder of Zyomyx,
Inc. (Hayward, CA, USA), a protein
chip company. Dr. Itin received a
Diploma in biology and a Ph.D. in
cell biology from the University of
Basel, Switzerland. In addition, he
also performed postdoctoral
research at the Biocenter of Basel
University and at Stanford
University School of Medicine.
Prior to the merger Dr. Carter was
a member of the supervisory board
of Micromet AG. Dr. Carter is a
venture partner at SV Life
Sciences Advisers LLP and a
member of the advisory board of
Paul Capital Royalty Fund. Dr.
Carter retired from
Zeneca, PLC, a publicly traded
global pharmaceutical company
and predecessor of AstraZeneca,
in 1998, where he had
been on the pharmaceutical board.
Dr. Carter served Zeneca as
Michael G. Carter, International Medical Director from
M.B., Ch.B., 70/ Director since 2001/ 1986 to 1989 and as
F.R.C.P. Expires 2009 International Marketing Director
(Edinburgh) from 1990 to 1995. Under his
direction, Zeneca developed and
launched numerous drugs
including CasodexTM, the most
widely prescribed anti-androgen for
prostate cancer therapy in the
U.S., ZoladexTM, an LHRH
analogue for prostate cancer and
breast cancer; and ArimidexTM,
the first new generation aromatase
inhibitor for breast cancer. Dr.
Carter also contributed to the post-
marketing development of
tamoxifen, the first selective
estrogen receptor modulator
approved for the treatment of
Mr. Hale became Chairman of the
board of directors in May 2006.
From January 1998 to May 2000,
Mr. Hale served as President and
Chief Executive Officer of Women
First HealthCare, Inc., a publicly
traded specialty pharmaceuticals
company. Prior to joining Women
First HealthCare, Mr. Hale served
from May 1987 to November 1997
as Chairman, President and Chief
Executive Officer of Gensia, Inc., a
publicly-held biopharmaceutical
company, which merged with
Sicor, Inc., to form GensiaSicor,
59/ Director since 2000/ Inc., and which was acquired by
David F. Hale
Expires 2009 Teva Pharmaceutical Industries
Limited. He also served from
February 1987 to September 1995
as Chairman of Viagene, Inc., a
publicly held biotechnology
company that was acquired by
Chiron, Inc. Mr. Hale served from
April 1982 to May 1987 as
President, Chief Executive Officer
and Chief Operating Officer with
Hybritech, Inc., a publicly-traded
biotechnology company that was
acquired by Eli Lilly and Co. in
1986. Prior to joining Hybritech, Mr.
Hale served from January 1980 to
April 1982 as Vice President, Sales
and Marketing and then as Vice
Since May 2004, Mr. Berriman has
been a consultant and a non-
executive director of a number of
private and public biotech
companies, including Algeta ASA
and Ablynx NV. He serves as
executive deputy chairman of
Oxxon Therapeutics, Inc. Mr.
Berriman served as a member of
the board of directors of Alnylam
Pharmaceuticals, Inc. from July
2003 until December 2005. From
60/ Director since 2006/ August 2001 until May 2004, Mr.
John E. Berriman
Expires 2009 Berriman served as a director of
Abingworth Management, a
venture capital firm specializing in
life science biomedical companies.
Mr. Berriman was a consultant to
Abingworth Management from
March 1997 to August 2001. From
1989 until 1996 Mr. Berriman was
an executive director of Celltech
plc. He has a degree in Chemical
Engineering from the University of
Cambridge and an MBA from the
London Business School.
Mr. Slattery was Chief Financial
Officer and Senior Vice President
of Digene Corporation, a publicly
held medical diagnostics company
that was acquired by Qiagen, N.V.
in July 2007, where he was
responsible for the financial,
accounting, project management,
information technology and legal
functions. Prior to his appointment
as Chief Financial Officer in 2006,
Mr. Slattery served as Digene‘s
Senior Vice President, Finance
and Information Systems
beginning in 2002, and previously
44/ Director since 2007/ held the positions of Controller and
Joseph P. Slattery
Expires 2011 Vice President, Finance since
joining Digene in 1996 prior to the
company‘s initial public offering.
Mr. Slattery currently serves as a
director and Chairman of the Audit
Committee of TranS1, Inc., a
publicly traded medical device
company focused on designing,
developing and marketing products
that implement its proprietary
minimally invasive surgical
approach to treat degenerative
disc disease affecting the lower
lumbar region of the spine. Mr.
Slattery received a B.S. degree in
accountancy from Bentley College
and is a certified public accountant.
Dr. Johann is a Managing General
Partner of NGN Capital. He joined
NGN Capital from Boehringer
Ingelheim where from August 2000
to July 2004 he served as the
Division Head of Corporate
Development responsible for
strategic planning, strategic
projects, mergers and acquisitions,
business development and
licensing. Prior to this, Dr. Johann
served from July 1998 to July 2000
at F. Hoffmann-La Roche as
Global Business Leader where he
led global business teams and was
50/ Director since 2006/ responsible for global marketing of
Peter Johann, Ph.D.
Expires 2008 oncology products as well as
evaluation of pipeline products
from internal and external sources.
Dr. Johann joined Roche from
Boehringer Mannheim where he
was Head of Business
Development and Marketing of
Molecular Medicine LLC from
January 1996 to June 1998. In
addition to marketing and licensing
activities, Dr. Johann was involved
in establishing and managing joint
venture companies as a member
of the supervisory boards of
Molecular Medicine LLC and
MolMed SpA. Dr. Johann held
various positions in the fields of
Audit Committee: Mr. John E. Berriman, Mr. Barclay A. Phillips, Mr. Phillip M. Schneider (Chair), Mr. Joseph P. Slattery (Chair)
Compensation Committee: Mr. Jerry C. Benjamin (Chair), Mr. John E. Berriman, Dr. Michael G. Carter, Dr. Peter Johann, Dr. Otello Stampacchia
Nominating Committee: Mr. Jerry C. Benjamin, Dr. Michael G. Carter, Mr. Barclay A. Phillips (Chair)
McCormick & Co., Inc. 18
Loveton Circle Sparks,
MD 21152 410-771-
7301 www.mccormick.com
Number
Public or No. of
of Female Names of Directors Age/Term/Expiration Business Background Information Board Compensation Source
Private Directors
Directors
Managing Director, Mid-Atlantic
Ballantrae International, Ltd.
67/ Director since 1998/
Public 11 1 James T. Brady Ijamsville, Maryland Directors who are 2008 Proxy
Expires 2009
International management employees of McCormick
consultants. do not receive any
additional fees for their
President & Chief Executive 2007 service as a director. Fees
Officer (2008 to present); (1.8%) paid to each director who is
President & Chief Operating Officer not an employee of
(2007), President, North American McCormick consists of an
50/ Director since 2007/ Consumer Foods & Supply Chain annual retainer of $45,000
Alan D. Wilson
Expires 2009 (2005 to 2006); President, U.S. in cash (paid in equal
Consumer Foods (2003 to 2005); Vice quarterly installments), and
President & General Manager, Sales a meeting fee of $1,500 for
& Marketing U.S. Consumer Foods each Board meeting
(2001 to 2003) attended. Directors who
serve on Board
President & Chief Operating Officer
Committees, but who are
Rohm & Haas Company Philadelphia,
61/ Director since 2001/ not chairs of a Committee,
J. Michael Fitzpatrick Pennsylvania Paint & coatings,
Expires 2009 also receive $1,200 for
electronics, household products,
each Committee meeting
personal care products, grocery items.
they attend and an
Retired executive (January 2007); additional annual retainer of
66/ Director since 2007/ $2,500 in cash (paid in
George A. Roche Chairman and President, T. Rowe
Expires 2009 equal quarterly
Price Group, Inc. (1997 to 2006)
installments). Directors who
serve as Committee Chairs
receive $1,500 for each
Committee meeting
attended and an additional
annual retainer of $10,000
in cash (paid in equal
quarterly installments).
each Committee meeting
they attend and an
additional annual retainer of
$2,500 in cash (paid in
equal quarterly
installments). Directors who
President and Chief Executive 2007 serve as Committee Chairs
Officer Unisys Corporation (2005 to receive $1,500 for each
present); President and Chief Committee meeting
Operating Officer (2004 to 2005); attended and an additional
55/ Director since 2007/ Executive Vice President and annual retainer of $10,000
Joseph W. McGrath
Expires 2009 President of Unisys Enterprise in cash (paid in equal
Transformation Services (2002 to quarterly installments).
2004); Executive Vice President &
President of Unisys Global Industries
(2000 to 2002)
Senior Vice President, Chief Financial
51/ Director since 2007/
Michael D. Mangan Officer, The Black & Decker
Expires 2009
Corporation (2000 to present)
Freeman A. 57/ Director since 1997/ President University of Maryland
Hrabowski, III Expires 2009 Baltimore County Baltimore, Maryland.
61/ Director since 1994/ Chairman of the Board, President and
Robert J. Lawless
Expires 2009 CEO McCormick & Company, Inc.
Executive Vice President Mercantile
Margaret M. V. 50/ Director since 2003/ Private Wealth Management
Preston Expires 2009 Mercantile Safe Deposit & Trust
Company Baltimore, Maryland.
65/ Director since 1998/ Chairman, BBI Group St. Louis,
William E. Stevens
Expires 2009 Missouri Mergers & Acquisitions.
Senior Vice President of The Hershey
Company and President of Hershey
International (2003 to present);
Executive Vice President, Sales of
Mission Foods (2003); President and
51/ Director since 2005/ Chief Executive Officer, Group
John P. Bilbrey
Expires 2009 Danone, Danone Waters of North
America (2001 to 2002); Executive
Vice President, Retail Sales — North
America, Group Danone, Danone
Waters of North America (2000 to
2001)
The Audit Committee consists of Mr. Brady (Chair), Ms. Preston and Dr. Fitzpatrick.
The Compensation Committee consists of Mr. Beracha, who served as Chairman, Mr. Stevens and Mr. Bilbrey.
The Nominating Committee consists of Dr. Hrabowski, who served as Chairman, and Dr. Fitzpatrick.
Nabi Biopharmaceuticals 12276
Wilkins Avenue Rockville, MD
20852 www.nabi.com
301-770-3099
Public Number Number
Names of Last
or of of Female Age/Term/Expiration Business Background Information Board Compensation
Trustees Updated
Private Trustees Trustees
He is the founder and general partner
of JALAA Equities, LP, a private
hedge fund formed in 1996 with a
39/ Director since 2006/
Public 10 1 Jason M. Aryeh focus on biotechnology and specialty 2008 Proxy
Expires 2009 Under the Company‘s
pharmaceutical companies. Mr. Aryeh
compensation policy for non-
also serves on the board of directors
employee directors, each non-
of Ligand Pharmaceuticals.
employee director receives an
annual retainer of $20,000
plus a fee of $1,500 for each
Board and committee meeting
attended by the director
(whether the meeting is in
person or by conference
telephone). The nonexecutive
Chairman of the Board of
Directors receives an
additional annual retainer of
$40,000. Currently, each
member of a standing Board
committee receives an annual
retainer of $2,500, and each
chairman of a standing Board
committee receives an annual
retainer of $7,500, except that
the chairman of the Audit
Committee receives an
annualretainer of $10,000.
During 2007, the Board
increased the annual retainer
of the chairman of the
Strategic Action Committee to
$70,500 for one year to reflect
the additional responsibilities
Under the Company‘s
compensation policy for non-
employee directors, each non-
employee director receives an
annual retainer of $20,000
Since 1994, he has been an plus a fee of $1,500 for each
independent consultant to the life Board and committee meeting
science industry. Mr. Castaldi founded attended by the director
Cadent Medical Corp., a medical (whether the meeting is in
device company that was sold to person or by conference
Cardia Science, Inc. While at Cadent, telephone). The nonexecutive
Mr. Castaldi served as Chairman of Chairman of the Board of
the Board from 1996 to 2001 and as Directors receives an
Chief Executive Officer from 1998 to additional annual retainer of
68/ Director Since 1994/ 1999. Previously, Mr. Castaldi was $40,000. Currently, each
David L. Castaldi
Expires 2009 founder and Chief Executive Officer of member of a standing Board
BioSurface Technology, Inc., a committee receives an annual
Nasdaq-listed biotechnology company retainer of $2,500, and each
sold to Genzyme Corporation, and chairman of a standing Board
President of the worldwide protein- committee receives an annual
based pharmaceuticals division of retainer of $7,500, except that
Baxter International. Mr. Castaldi the chairman of the Audit
serves on the boards of directors of Committee receives an
four privately-held biopharmaceutical annualretainer of $10,000.
and medical device companies. During 2007, the Board
increased the annual retainer
of the chairman of the
Strategic Action Committee to
$70,500 for one year to reflect
the additional responsibilities
of the chairman in connection
with the Company‘s strategic
alternatives process. Fees are
paid for attendance at
committee meetings even if
they are held on the same day
as Board meetings. Directors
are reimbursed for out-of-
pocket expenses incurred in
connection with attendance at
Board and committee
meetings.
committee receives an annual
retainer of $7,500, except that
the chairman of the Audit
Committee receives an
annualretainer of $10,000.
During 2007, the Board
increased the annual retainer
He has been Chairman, President of the chairman of the
and Chief Executive Officer of GTC Strategic Action Committee to
Biotherapeutics, Inc., a $70,500 for one year to reflect
biopharmaceutical company, since the additional responsibilities
2001. From 1997 to 2001, he was of the chairman in connection
Chairman of the Board and Chief with the Company‘s strategic
Executive Officer of Aronex alternatives process. Fees are
Pharmaceuticals, Inc., a paid for attendance at
biotechnology company. From 1984 to committee meetings even if
Geoffrey F. Cox, 64/ Director since 2000/ they are held on the same day
1997, he was employed by Genzyme
Ph.D. Expires 2009 as Board meetings. Directors
Corporation, a biotechnology
company, last serving as its Executive are reimbursed for out-of-
Vice President, Operations. Dr. Cox pocket expenses incurred in
also serves on the board of directors connection with attendance at
of GTC Biotherapeutics, Inc. and on Board and committee
the board of directors of the meetings.
Biotechnology Industry Organization
and the Massachusetts Biotechnology
Council.
He is currently an independent
consultant. He served as Vice
President Finance and Chief Financial
Officer of XOMA Ltd., a biotechnology
company, from 1994 to his retirement
in June 2005. From 1991 to 1994 he
served as Vice President Financial
Operations for the Ares Serono
Group, a global pharmaceutical
61/ Director since 2006/ company. From 1988 to 1991, he was
Peter B. Davis
Expires 2009 Vice President, Chief Financial Officer
of Akzo America Inc., a subsidiary of
a diversified Dutch chemical
company. From 1985 to 1988, he was
Controller-International Division of
Stauffer Chemical Corporation, and
from 1972 to 1985, he was employed
by PepsiCo Inc., last serving as
Division Finance Director of Pepsi-
Cola International.
From July 2007 to January 2008, Dr.
Fahim served as Senior Vice
President, Research, Technical and
Production Operations of the
Company and Chief Operating Officer
and General Manager of the Biologics
strategic business unit. From March
2003 to July 2007, Dr. Fahim served
as Senior Vice President, Research,
Technical and Production Operations
of the Company. From 2002 to 2003,
Dr. Fahim was an independent
consultant, working with Aventis
Pasteur and other companies
worldwide on projects that included
Raafat Fahim, 54/ Director since 2008/ manufacturing, process improvement,
Ph.D. Expires 2009 quality operations and regulatory
issues. From 2001 to 2002, he served
as President and Chief Operating
Officer of Lorus Therapeutics, Inc., a
biopharmaceutical company. From
1987 to 2001, Dr. Fahim was
employed by Aventis Pasteur, a
vaccine company. During his
employment with Aventis Pasteur, Dr.
Fahim held the positions of Vice
President, Industrial Operations, Vice
President, Development, Quality
Operations and Manufacturing,
Director of Product Development, and
head of bacterial vaccines
research/research scientist.
Richard A. Harvey, Jr. has been a
director of the Company since 1992.
Richard A. Harvey, 58/ Director since 1992/
He has been President of Stonebridge
Jr. Expires 2009
Associates, LLC, an investment
banking firm, since 1996.
Dr. Hudson has been Chief Executive
Officer of Avi BioPharma, Inc., a
biopharmaceutical company, since
February 2008. Dr. Hudson served as
the interim President and Chief
Executive Officer of the Company
from February 2007 to January 2008.
Dr. Hudson served as Chief Executive
Officer and President of DOV
Pharmaceutical, Inc., a
biopharmaceutical company, from
June 2005 to July 2006 and served as
Vice Provost for Strategic Initiatives at
the University of Pennsylvania from
2003 to June 2005. From 1995 to
Leslie Hudson, 61/ Director since 2005/ 2003 he served in several positions at
Ph.D. Expires 2009 Pharmacia Corp., a pharmaceutical
company, including senior vice
president of research and exploratory
development, senior vice president of
emerging technology and commercial
development and general manager
and group vice president of
ophthalmology. From 1988 to 1994,
he worked at GlaxoWellcome (now
GlaxoSmithKline plc), a
pharmaceutical company, in several
senior research positions including
head of cancer, metabolic and
hyperproliferative disease and vice
president for discovery research, in
which he headed the company‘s
genomics program.
She has been President of Linda
Jenckes & Associates, a government
relations consulting firm that she
founded, since 1995. Ms. Jenckes
60/ Director since 1997/
Linda Jenckes also serves on the boards of directors
Expires 2009
of the National Multiple Sclerosis
Society and the National Polycystic
Kidney Disease Research
Foundation.
He currently serves as President and
Chief Executive Officer of SGS
Associates, a management consulting
firm. From 1999 to 2005, Mr. Sudovar
served as President and Chief
Executive Officer of EluSys
Therapeutics, Inc., a biotechnology
Stephen G. 61/ Director since 2002/
company. From 1988 to August 1999,
Sudovar Expires 2009
he was employed by Roche
Laboratories, a division of F.
Hoffmann-La Roche Ltd, a global
healthcare company, last serving as
its President. Mr. Sudovar also serves
on the board of directors of Aastrom
Biosciences, Inc.
He has been President and Chief
Executive Officer of NeuroStat
Pharmaceuticals, Inc., a start-up
specialty pharmaceuticals company,
since August 2006 when the company
was incorporated. From October 2005
to July 2006, Mr. Lynch was a self-
employed consultant and was focused
on the formation of NeuroStat. From
June 2005 to September 2005, Mr.
Lynch
38/ Director since 2006/ was President and Chief Executive
Timothy P. Lynch
Expires 2009 Officer of Vivo Therapeutics, Inc., a
venture-backed specialty
pharmaceuticals start-up. From
October 2002 to June 2005, Mr.
Lynch served as Chief Financial
Officer of Tercica, Inc., a
biopharmaceutical company focusing
on endocrine health. From 1999 to
June 2002, Mr. Lynch served as Chief
Financial Officer of InterMune, Inc., a
biopharmaceutical company focused
on therapies in hepatology and
Audit Committee: David L. Castaldi (Chair), Peter B. Davis, Timothy P. Lynch
Compensation Committee: Richard A. Harvey, Jr. (Chair), Linda Jenckes, and Stephen G. Sudovar
The Nominating and Governance Committee currently consists of Messrs. Aryeh and Harvey, Ms. Jenckes and Mr. Sudovar (Chair)
The Strategic Action Committee currently consists of Messrs. Aryeh, Castaldi, Davis, Harvey and Lynch (Chair)
NOVAVAX, INC.
9920 Belward Campus Drive
Rockville, Maryland 20850
http://www.novavax.com/
(240) 268-2000
Number
Public or No. of Names of Business Background
of Female Age/Term/Expiration Board Compensation Source
Private Directors Directors Information
Directors
Mr. Lambert receives an
President, Chief Executive Officer annual retainer of $30,000 as
and Director of Misonix, Inc., a compensation for his services
medical, scientific and industrial as a director and as Executive
provider of ultrasonic and air Chairman of the Board and
pollution systems, since 1998. does not receive additional
President and Chief Executive compensation for attending
Michael A. 65/ Director since 1998/
Public 7 0 Officer of N.Y. Bancorp from 1990 board and committee 2008 Proxy
McManus, Jr. Expires 2010
to 1998. Assistant to the President meetings. Mr. Lambert also
of the United States from 1982 to receives consulting fees from
1985. Currently a director of LQ the Company, which are
Corporation, Inc., American Home described in the section titled
Mortgage Holdings, Inc. and A. ―Certain Relationships and
Schulman Inc. Related Transactions.‖ Each
independent director not
employed by Novavax and not
serving on a committee
receives an annual retainer of
$10,000; the chairs of the
Audit, Compensation,
Nominating & Corporate
Governance and Government
Relations Committees receive
annual retainers of $20,000,
$15,000, $15,000 and $5,000,
respectively; and non-
employee directors serving on
one or more committees
receive an annual retainer of
$12,000. Annual retainers are
paid quarterly. Each director,
other than Dr. Singhvi and Mr.
Lambert, also receives $1,500
for each meeting of the Board
meetings. Mr. Lambert also
receives consulting fees from
the Company, which are
described in the section titled
―Certain Relationships and
Related Transactions.‖ Each
independent director not
Partner, Kleiner Perkins Caufield employed by Novavax and not
& Byers. Chief Scientific Officer serving on a committee
and Executive Director, Acambis receives an annual retainer of
Inc., 2003 to 2006. Vice $10,000; the chairs of the
President, Research & Medical Audit, Compensation,
Affairs, Acambis Inc. 1992 to Nominating & Corporate
2003. Director, Sanaria Inc. 2005 Governance and Government
to 2006. Medical Advisory Board, Relations Committees receive
Symphogen A/S 2005 to 2006. annual retainers of $20,000,
Thomas P. Monath, 67/ Director since 2006/
Scientific Advisory Board, $15,000, $15,000 and $5,000,
M.D. Expires 2010
Transform Pharmaceuticals, 2005 respectively; and non-
to present, IAVI 2007 to present. employee directors serving on
Consultant to Acambis Inc., one or more committees
specifically for smallpox vaccine receive an annual retainer of
2006 to 2007. Currently a director $12,000. Annual retainers are
of two private life science paid quarterly. Each director,
companies — Juvaris other than Dr. Singhvi and Mr.
BioTherapeutics and Xcellerex, Lambert, also receives $1,500
Inc. for each meeting of the Board
of Directors he attends in
Chairman of the Board of person and $750 for each
Directors of Novavax since March meeting attended
2007. Independent consultant with telephonically. In addition,
JG Solutions Limited since each such director who is a
2005. President, Chiron Vaccines, committee member also
a biopharmaceutical company, receives $500 per committee
55/ Director since 2007/ from 2001 to 2005. Currently the meeting attended in person
John Lambert
Expires 2011 Vice President of the Conseil and $250 for each meeting
d‘Administration of Farmaprojects attended telephonically,
S.A. (Spain), Non-Executive except that the chair of each
Chairman of Cambridge committee receives $1,000
Biostability Ltd. (U.K.) and a non- per committee meeting
executive board member of attended in person and $500
Acambis plc. for each meeting attended
telephonically. In all cases, no
President, Chief Executive Officer
and Director of Novavax since
August 2005. Senior Vice
President and Chief Operating
Officer of Novavax from April
2005 to August 2005 and Vice
President — Pharmaceutical
43/ Director since 2005/
Rahul Singhvi Development and Manufacturing
Expires 2011
Operations from April 2004 to
April 2005. For ten years prior to
joining the Company, served in
several positions with Merck &
Co., culminating as Director with
the Merck Manufacturing Division
from 1999 to 2004.
Currently Lead Independent
Director of Novavax, Inc. since
March 2007. Chairman of the
Board of Directors of Novavax,
Inc. from April 2005 to March
2007. Chief Executive Officer of
GreenHunter Energy, Inc. and
Orion Ethanol, Inc., two publicly
traded alternative energy
companies. Chairman of Global
Hunter Holdings, LP, since June
50/ Director aince 2998/
Gary C. Evans 2005. Chairman, President and
Expires 2009
Chief Executive Officer of
Magnum Hunter Resources, Inc.,
an oil and gas exploration and
production company, from 1995 to
2005. Chairman of the Board of
Directors and Chief Executive
Officer of its predecessor, Hunter
Resources, Inc., from 1985 to
1995. Currently a trustee of TEL
Offshore Trust, a publicly traded
oil and gas trust.
Co-Chair of Independent Review
Group for Walter Reed Hospital
and Bethesda Navy Medical
Center since 2007. Visiting
Professor, George Mason
University, since 2001. Visiting
Professor, Virginia Military
Institute, 1998. Interim Chief
Executive Officer of Novavax from
July 1996 to March 1997 and
Chairman of the Board of
81/ Director since 1991/
John O. Marsh, Jr. Directors from July 1996 to
Expires 2009
February 1997. Secretary of the
Army from 1981 to 1989.
Counselor with Cabinet rank to
the President of the United States
from 1974 to 1977. Assistant for
National Security Affairs to Vice
President of the United States,
1974. Assistant Secretary of
Defense from 1973 to 1974. U.S.
Representative in Congress from
1963 to 1971.
Managing Director of Prospect
Venture Partners II and III, LLC, a
dedicated life science venture
fund group which he cofounded in
2000. Chief Executive Officer of
Theravance, Inc., a
biopharmaceutical company, from
1997 to 2000. Partner, Sierra
Ventures, a venture capital firm,
James B. 45/ Director since 2006/ from 1993 to 1997. Senior
Tananbaum, M.D. Expires 2009 Product Manager of Merck &
Company, Inc. from 1991 to 1993.
Currently a director of Jazz
Pharmaceuticals, a private
biopharmaceutical company and
the following publicly traded
biopharmaceutical companies:
Critical Therapeutics, Inc., Vanda
Pharmaceuticals, Inc. and Infinity
Pharmaceuticals, Inc.
The Compensation Committee consists of directors Mr. Marsh (Chairman), Dr. Monath and Dr. Tananbaum.
The Audit Committee currently consists of Messrs. McManus (Chairman), Evans and Marsh.
The Nominating and Corporate Governance Committee consists of Messrs. Evans (Chairman), Marsh and McManus, and Drs. Monath and Tananbaum.
Corporate Office Properties Trust
8815 Centre Park Drive
Suite 400
Columbia, MD 21045
(410) 730-9092
http://www.copt.com/index.asp
Public Number Number
Names of Last
or of of Female Age/Term/Expiration Business Background Information Board Compensation
Trustees Updated
Private Trustees Trustees
He is the founder and Managing
Partner of The Shidler Group; he is a
nationally acknowledged expert in real
Annual trustee fee is
estate, investment and finance, and
$25,000, the audit chairman
has over 35 years of experience in
receives $9,000, the
real estate investment and has
compensation and investment
acquired and managed properties
chairman receive $6,000, the
involving several billion dollars in
nominating and corporate
aggregate value; since 1970, he has
governance chairman
been directly involved in the
61/Trustee since receives $4,000, the
Public 9 0 Jay Shidler acquisition and management of over 2008 Proxy
1997/Expires in 2010 investment committee
1,000 properties in 40 states and
chairman receives $7,500,
Canada; he is a founder and
and for every board/
Chairman of the Board of Directors of
committee meeting attended
First Industrial Realty Trust, Inc; since
they receive $1,000. Annual
March 2002, he has served as a
grants of options to purchase
Director of Primus Guaranty, Ltd., a
5,000 common shares also
Bermuda holding company of which
available.
he is a founder and whose subsidiary
is a AAA-rated financial products
company.
He was Corporate Office Properties
Trust CEO from October 1997 until
his retirement on April 1, 2005; in
addition, he was the President from
October 1997 until September 1998;
from May 1989 until joining us, he was
the Managing Partner of The Shidler
Group‘s Mid-Atlantic region, where he
Clay W. 63/Trustee since supervised the acquisition,
Hamlin, III 1997/Expires in 2010 management and leasing of over four
million square feet of commercial
property; he has been active in the
real estate business for over 25 years;
he is also a founding shareholder of
First Industrial Realty Trust, Inc.; he
serves as a Director/Trustee of Tract
Manager, Inc. and the National
Prostate Cancer Coalition.
He is an Executive Vice President,
Corporate Strategy and Retail
Competitive Supply at Constellation
Energy Group (―CEG‖) with
responsibility for setting corporate
strategy, overseeing corporate
acquisitions and dispositions and
managing governmental affairs and
corporate branding; he assumed this
position in 1999; in addition, since
2002, he has served as Board
Chairman and managing executive for
a number of CEG affiliates, including
Constellation NewEnergy, BGE Home
Products & Services and Constellation
Thomas F. 58/Trustee since Energy Source, as well as certain non-
Brady 2002/Expires in 2009 regulated ventures (international
power, real estate and investments);
between 1988 and 1998, he held
various executive officer positions at
Baltimore Gas & Electric Company,
including Vice President and Chief
Accounting Officer and Vice President
in charge of regulated energy
distribution and customer service
operations; he also serves as a
Trustee/Director of the Maryland
Chamber of Commerce, Villa Julie
College, the Center Club, the
Baltimore Classic Fund and the
Advisory Board – Kinetic Ventures,
and Chairman of the Maryland Public
Broadcasting Commission.
He served as the CEO and/or
President of Constellation
Investments, Inc. from 1988 and the
CEO and President of Constellation
Real Estate, Inc. and Constellation
Health Services, Inc. from 1998 until
his retirement in 2003; all of these
entities were wholly-owned indirect
Steven D. 56/Trustee since
subsidiaries of CEG; in these roles,
Kesler 1998/Expires in 2009
he managed a corporate investment
entity, CEG‘s pension plan and
nuclear decommissioning trust, a
portfolio of real estate assets and a
portfolio of assisted living facilities; he
currently serves as a Director on the
board of Atapco, Inc., a private real
estate and investment company.
Mr. Firstenberg is a founding principal
of Stonebridge Associates, Inc., a real
estate development and advisory firm
created in 1993, where he focuses on
strategic planning and development
projects with a primary role in major
transaction negotiation. He has over
25 years of real estate investment and
Douglas M. 48/ Director since 2007/
development experience, including
Firstenberg Expires 2010
construction and land development of
in excess of four million square feet
and more than $1.5 billion in value.
Mr. Firstenberg is a member of the
Board of Directors of the Montgomery
College Foundation, the Duke Club of
Washington and the NoMA Business
Improvement District.
He is Chairman of GSA Management,
LLC and Managing Director of GS
Capital, LP, a venture capital and real
estate partnership that he founded in
1994; in 1971he founded K.S. Sweet
Associates, which developed and
managed over one billion dollars in
real estate assets; from 1957 to 1971
he was with The Fidelity Mutual Life
Insurance Company, serving as
Kenneth S. 76/Trustee since
Executive Vice President and Chief
Sweet, Jr. 1997/Expires in 2009
Investment Officer from 1965 to 1971;
he serves as a Director, Chairman of
the Real Estate Committee and a
member of the Finance Committee of
Main Line Health; he also serves as
Chairman of the Bryn Mawr Hospital
Foundation and of Main Line Realty, a
real estate partnership between The
Lankenau Foundation and Main Line
Health.
Since 1988, Mr. Wethe has been the
owner and principal officer of Wethe &
Associates, a Dallas-based firm
providing independent risk
management, insurance and
Kenneth D. 67/ Director since 1990/
employee benefit services to school
Wethe Expires 2009
districts and governmental agencies.
Mr. Wethe has over 27 years of
experience in the group insurance
and employee benefits area. Mr.
Wethe is a licensed CPA.
Mr. Griffin has been our President and
Chief Operating Officer since
September 1998, and on April 1,
2005, he became our President and
Chief Executive Officer. Mr. Griffin
previously served as President of
Constellation Real Estate Group, Inc.
and Constellation Real Estate, Inc.
from June 1993 until September
1998. From 1990 through March
1993, Mr. Griffin worked as Vice
President-Development for
EuroDisney Development in Paris,
France. From 1976 to 1990, Mr.
Griffin served for Linclay Corporation,
Randall M. 63/ Director since 2005/ a St. Louis based real estate
Griffin Expires 2011 development, management and
investment company, most recently
as Executive Vice President and Chief
Operating Officer. He serves on the
Executive Committee of the Board of
Governors of The National Aquarium
in Baltimore and the National
Aquarium Foundation Board, the
National Aquarium Society Board in
Washington, D.C. and the Center for
Aquatic Life and Conservation Board.
He also serves
on the Board of Trustees of the
Greater Washington Initiative and the
Board of Directors of the Maryland
Business Roundtable for Education.
Mr. Denton joined The Shidler Group
in 1994 and is currently a Managing
Partner and the resident principal in
Robert L. 75/ Director since 1999/ its New York office. From 1991 to
Denton Expires 2011 1994, Mr. Denton was a Managing
Director with Providence Capital, Inc.,
an investment-banking firm that he co-
founded.
Audit Committee: Kenneth D. Wethe (Chair), Robert L. Denton, and Steven D. Kesler.
Nominating/Corporate Governance Committee: Jay H. Shidler (Chair), Robert L. Denton, Kenneth S. Sweet, Jr.
Investment Committee: Jay H. Shidler (Chair), Clay W. Hamlin, III, Steven D. Kesler, Kenneth S. Sweet, Jr., Kenneth D. Wethe, Douglas M. Firstenberg.
Compensation Committee: Thomas F. Brady (Chair), Kenneth S. Sweet Jr., and Douglas M. Firstenberg.
OMEGA HEALTHCARE
INVESTORS, INC.
9690 Deereco Road, Suite 100
Timonium, Maryland 21093
www.omegahealthcare.com
(410) 427-1700
Number Number Last
Public or
of of Female Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private
Directors Directors Source
Mr. Franke is a Director and has
served in this capacity since March
31, 1992. Mr. Franke is Chairman
and a principal owner of Cambridge
Partners, Inc., an owner, developer
and manager of multifamily housing
in Grand Rapids, Michigan. He is also
78/ Director since 1992/ a principal owner of Laurel
Public 6 0 Thomas F. Franke 2008 Proxy
Expires 2009 Healthcare (a private healthcare firm
operating in the United States) and is
a principal owner of Abacus Hotels Our standard compensation
LTD. (a private hotel firm in the arrangement for our Board
United Kingdom). Mr. Franke was a of Directors provided that
founder and previously a director of each non-employee director
Principal Healthcare Finance Limited would receive a cash
and Omega Worldwide, Inc. payment equal to $20,000
per year, payable in
quarterly installments of
$5,000. Each non-employee
director also is entitled to
receive a quarterly grant of
shares of common stock
equal to the number of
shares determined by
dividing the sum of $5,000
by the fair market value of
the common stock on the
date of each quarterly grant,
currently set at February 15,
May 15, August 15, and
November 15. At the
director‘s option, the
arrangement for our Board
of Directors provided that
each non-employee director
would receive a cash
payment equal to $20,000
per year, payable in
Mr. Korman is Chairman of the Board quarterly installments of
and has served in this capacity since $5,000. Each non-employee
March 8, 2004. He has served as a director also is entitled to
director since October 19, 1993. Mr. receive a quarterly grant of
Korman has been Chairman of the shares of common stock
Board of Trustees of Philadelphia equal to the number of
Health Care Trust, a private shares determined by
healthcare foundation, since dividing the sum of $5,000
December 1995. He was formerly by the fair market value of
President, Chief Executive Officer the common stock on the
and Director of MEDIQ Incorporated date of each quarterly grant,
(OTC:MDDQP) (health care services) currently set at February 15,
from 1977 to 1995. Mr. Korman is May 15, August 15, and
also a director of the following public November 15. At the
companies: The New America High director‘s option, the
76/ Director since 1993/ Income Fund, Inc. (NYSE:HYB) quarterly cash payment of
Bernard J. Korman director‘s fees may be paid
Expires 2009 (financial services), Medical Nutrition
USA, Inc. (OTC: MDNU.OB), and in shares of common stock.
NutraMax Products, Inc. In addition, each non-
(OTC:NUTP) (consumer health care employee director is entitled
products). Mr. Korman served as to receive fees equal to
Trustee of Kramont Realty Trust $1,500 per meeting for
(NYSE:KRT) (real estate investment attendance at each regularly
trust from June 2000 until its merger scheduled meeting of the
in April, 2005. Mr. Korman also Board of Directors. For each
previously served as a director of The teleconference or called
Pep Boys, Inc. (NYSE:PBY) and special meeting of the Board
served as its Chairman of the Board of Directors, each non-
from May 28, 2003 until his employee director received
retirement from such board in $1,500 for meeting. In 2006,
September 2004. Mr. Korman was the Chairman of the Board
previously a director of Omega received an annual payment
Worldwide, Inc. of $25,000 for being
Chairman and each
Committee Chair received
an annual payment of
$5,000. In addition, we
reimbursed the directors for
travel expenses incurred in
connection with their duties
as directors. Employee
directors received no
compensation for service as
directors.
special meeting of the Board
of Directors, each non-
employee director received
$1,500 for meeting. In 2006,
the Chairman of the Board
received an annual payment
of $25,000 for being
Mr. Kloosterman is a Director and Chairman and each
has served in this capacity since Committee Chair received
September 1, 1992. Mr. Kloosterman an annual payment of
has served as President since 1985 $5,000. In addition, we
of Cambridge Partners, Inc., a reimbursed the directors for
company he formed in 1985. He has travel expenses incurred in
been involved in the development connection with their duties
and management of commercial, as directors. Employee
apartment and condominium projects directors received no
in Grand Rapids and Ann Arbor, compensation for service as
Harold J. 66/ Director since 1992/
Michigan and in the Chicago area. directors.
Kloosterman Expires 2011
Mr. Kloosterman was formerly a
Managing Director of Omega Capital
from 1986 to 1992. Mr. Kloosterman
has been involved in the acquisition,
development and management of
commercial and multifamily
properties since 1978. He has also
been a senior officer of LaSalle
Partners, Inc. (now Jones Lang
LaSalle).
Mr. Pickett is the Chief Executive
Officer of our company and has
served in this capacity since June,
2001. Mr. Pickett is also a Director
and has served in this capacity since
May 30, 2002. Prior to joining our
company, Mr. Pickett served as the
Executive Vice President and Chief
Financial Officer from January 1998
to June 2001 of Integrated Health
Services, Inc., a public company
46/ Director since 2002/
C. Taylor Pickett specializing in post-acute healthcare
Expires 2011
services. He also served as
Executive Vice President of Mergers
and Acquisitions from May 1997 to
December 1997 of Integrated Health
Services. Prior to his roles as Chief
Financial Officer and Executive Vice
President of Mergers and
Acquisitions, Mr. Pickett served as
the President of Symphony Health
Services, Inc. from January 1996 to
May 1997.
Mr. Lowenthal is a Director and has
served in this capacity since October
17, 1995. From January 1997 to
March 2002, Mr. Lowenthal served as
President and Chief Executive Officer
of Wellsford Real Properties, Inc.
(AMEX:WRP) (a real estate
merchant bank), and was President
of the predecessor of Wellsford Real
Properties, Inc. since 1986. Mr.
Lowenthal also serves as a director
of WRP, REIS, Inc. (a private
63/ Director since 1995/
Edward Lowenthal provider of real estate market
Expires 2010
information and valuation
technology), Ark Restaurants
(Nasdaq:ARKR) (a publicly traded
owner and operator of restaurants),
American Campus Communities
(NYSE:ACC) (a public developer,
owner and operator of
student housing at the university
level), Desarrolladora Homex (NYSE:
HXM) (a Mexican homebuilder) and
serves as a trustee of the Manhattan
School of Music.
Mr. Plavin is a Director and has
served in this capacity since July 17,
2000. Mr. Plavin has been Chief
Operating Officer of Capital Trust,
Inc., (NYSE:CT) a New York City-
based mortgage real estate
48/ Director since 2000/
Stephen D. Plavin investment trust (―REIT‖) and
Expires 2010
investment management company
and has served in this capacity since
1998. In this role, Mr. Plavin is
responsible for all of the lending,
investing and portfolio management
activities of Capital Trust, Inc.
Audit Committee: Harold J. Kloosterman, Edward Lowenthal, Stephen D. Plavin (Chair)
Compensation Committee: Thomas F. Franke (Chair) , Harold J. Kloosterman, Bernard J. Korman, Edward Lowenthal, Stephen D. Plavin
Investment Committee: Harold J. Kloosterman (Chair), Bernard J. Korman, C. Taylor Pickett
Nominating and Governance Committee: Thomas F. Franke, Harold J. Kloosterman (Chair), Bernard J. Korman, Edward Lowenthal, Stephen D. Plavin
OLD LINE BANCSHARES, INC.
2995 Crain Highway
Waldorf, Maryland 20601
www.onlinebank.com (301) 430-
2500
Number Number Last
Public or
of of Female Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private
Directors Directors Source
Charles A. Bongar, Jr. is a lawyer
with the firm of Andrews, Bongar,
Starkey & Claggett, P.A. The firm has
an office in Waldorf, Maryland. He
Charles A. Bongar, 62/ Director since 1993/
Public 13 2 has practiced law since 1972 and 2008 Proxy
Jr. Expires 2009
specializes in real estate
transactions, estate probate, and
personal injury cases. Mr. Bongar
resides in LaPlata, Maryland. For 2007, each non-
employee Director of Old
Nancy L. Gasparovic is owner and Line Bank, other than the
operator of Title Professionals, Ltd., a Chairman of the Board and
Nancy L. 59/ Director since 1993/
real estate settlement company in the Vice Chairman of the
Gasparovic Expires 2009
LaPlata, Maryland. Ms. Gasparovic Board, received $400 for
resides in Issue, Maryland. each attended meeting of
the Board of Directors, and
$200 for each attended
meeting of the asset &
liability committee, the
loan/loan review committee,
the real estate committee
and the nominating
committee. Each non-
employee Director of Old
Line Bank, other than the
Chairman of the Board and
the Vice Chairman of the
Board, also received $300
for each attended meeting of
the Compensation
Committee and the Audit
Committee. Each
employee Director of Old
Line Bank, other than the
Chairman of the Board and
the Vice Chairman of the
Board, received $400 for
each attended meeting of
the Board of Directors, and
Frank Lucente, Jr. is Chairman of $200 for each attended
Chesapeake Custom Homes, a meeting of the asset &
Suburban Maryland residential home liability committee, the
builder and developer, and President loan/loan review committee,
of Lucente Enterprises, a land the real estate committee
development holding company. Mr. and the nominating
Lucente resides in Tequesta, Florida. committee. Each non-
65/ Director since 2002/ He has been a member of the Board employee Director of Old
Frank Lucente, Jr.
Expires 2009 of Directors of Old Line Bank since Line Bank, other than the
2002. In December 2003, the Board Chairman of the Board and
of Directors voted unanimously to the Vice Chairman of the
appoint Mr. Lucente to the newly Board, also received $300
established position of Vice Chairman for each attended meeting of
of the Board of Directors of Old Line the Compensation
Bank. Mr. Lucente also serves in that Committee and the Audit
position for Old Line Bancshares, Inc. Committee. Each
Suhas R. Shah, CPA, is a principal
nonemployee Director of Old
and member of Source One Business
Line Bank, other than the
Services, LLC, and has served in that
Chairman of the Board and
capacity since 1986 and is a principal
the Vice Chairman of the
and shareholder of Regan, Russell,
Board, also received a $250
Schickner & Shah, P.A. and has
quarterly retainer. During
served in that capacity since 1986.
2007, the Chairman of the
Source One Business Services, LLC
Board received an annual
is located in Ellicott City, Maryland.
compensation of $30,000
The company provides cash flow and
52/ Director since and the Vice Chairman
Suhas R. Shah, budgeting analysis; computer
January 2006/ Expires received an annual
CPA consulting; tax planning and
2011 compensation of $15,000.
preparation for corporations,
individuals, estates and trusts;
litigation support; financial forecasts;
and merger and acquisitions advisory
services to a variety of clients.
Regan, Russell, Schickner & Shah,
P.A. is a certified public accounting
firm located in Ellicott City, Maryland.
Mr. Shah resides in
James W. Cornelsen is the President
and Chief Executive Officer of Old
Line Bancshares, Inc. and Old Line
Bank. He joined Old Line Bank and
became a member of its Board of
Directors in 1994. He has 30 years of
James W. 52/ Director since 1994/ commercial banking experience.
Cornelsen Expires 2009 Prior to joining Old Line Bank, Mr.
Cornelsen was a Senior Vice
President at Sequoia National Bank
and Vice President of Commercial
Lending at Citizens Bank of
Maryland. Mr. Cornelsen resides in
LaPlata, Maryland.
Daniel W. Deming is a Director of
Deming Associates, Inc., in
Accokeek, Maryland. He also serves
as a Director of Kanawha Roxalana
58/ Director since 1992/ Company, in West Virginia and is a
Daniel W. Deming
Expires 2009 Director of Livingston, Ltd. All three of
these companies are engaged in
various aspects of real estate. Mr.
Deming resides in Accokeek,
Maryland.
James F. Dent is owner and operator
of a State Farm Insurance Agency
that he established in 1961. He
70/ Director since 1988/ resides in LaPlata, Maryland. Mr.
James F. Dent
Expires 2009 Dent is a founder of Old Line Bank
and has served as a member of the
Board of Directors of Old Line Bank
since 1988.
John D. Mitchell, Jr. is President of
JCV, Inc. a petroleum equipment
company located in Hughesville,
58/ Director since 1992/
John D. Mitchell, Jr. Maryland. Mr. Mitchell resides in
Expires 2009
LaPlata, Maryland. He has been a
member of the Board of Directors of
Old Line Bank since 1992.
John M. Suit, II served as Senior Vice
President for Branch Banking and
Trust from 2003 through his
retirement in 2006. From 1996 until
2003, Mr. Suit served as Chairman of
63/ Director since 2007/ the Board of Farmers Bank of
John M. Suit, II
Expires 2009 Maryland. Mr. Suit also served as
President, CEO and Director of
Farmers National Bancorp and
Farmers National Bank of Maryland
from 1989 to 1996. Mr. Suit lives in
Annapolis, Maryland.
John P. Davey is the Managing
Director for the Law Firm O‘Malley,
Miles, Nylen & Gilmore, P.A. The
Firm has offices in Calverton, La
Plata, and Annapolis, Maryland and
the areas of concentration are
administrative law and government
regulatory matters; commercial and
real estate transactions; and litigation
56/ Director since 2001/ of general liability, employment
John P. Davey
Expires 2010 practices and contract dispute cases.
Mr. Davey has been with the firm
since 1991 and became the
Managing Director in 2001. He also
sits on the Board of Directors of the
Greater Washington Board of Trade
and also serves on the Federal City
Council Executive Committee. Mr.
Davey resides in University Park,
Maryland.
Craig E. Clark is President of Waldorf
Carpets, Inc., a wholesale and retail
flooring company, which he
established in 1969. Mr. Clark is a
founder of Old Line Bank. He has
served as Chairman of the Board of
65/ Director since 1988/
Craig E. Clark Directors of Old Line Bank since
Expires 2011
1994 and of Old Line Bancshares,
Inc. since its incorporation in April
2003 and served as a member of the
Board of Directors of Old Line Bank
since 1988. Mr. Clark resides in
Lusby, Maryland.
Gail D. Manuel is owner and Director
of Trinity Memorial Gardens and
Mausoleum in Waldorf, Maryland.
She is a past Board of Director of the
Charles County Chamber of
51/ Director since 1994/
Gail D. Manuel Commerce and past President of
Expires 2011
Charles County Zonta Club. She
resides in Welcome, Maryland. She
has been a member of the Board of
Directors of Old Line Bank since
1994.
Gregory S. Proctor Jr. is President
and Chief Executive Officer of G.S.
Proctor & Associates, Inc., a
Maryland registered lobbying and
Gregory S. Proctor 43/ Director since 2004/ consulting firm, which he established
Jr. Expires 2011 in 1995. He resides in Upper
Marlboro, Maryland. He has been a
member of the Board of Directors of
Old Line Bancshares, Inc. and Old
Line Bank since 2004.
Audit Committee members are Craig E. Clark, Daniel W. Deming, John M. Suit, II, John D. Mitchell, Jr. and Suhas R. Shah.
Nominating Committee members are Nancy L. Gasparovic, Craig E. Clark and Gregory S. Proctor, Jr.
Compensation Committee members are Charles A. Bongar, Craig E. Clark, James F. Dent and Gail D. Manuel.
OPNET Technologies
7255 Woodmont Avenue,
Bethesda, MD 20814
www.opnet.com
(240)497-3000
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
Marc A. Cohen, one of the Company‘s Directors are reimbursed for
founders, is 43 years old and has served as reasonable out-of-pocket
the Chairman of the Board since the expenses incurred in attending
Company‘s inception in 1986 and as the Board and committee
Company‘s Chief Executive Officer since meetings. Prior to July 2004
1994. From 1986 to 1992, Mr. Cohen was nonemployee directors did not
also a consultant with Booz Allen Hamilton receive cash compensation for
44/Director since Inc. (―Booz Allen‖), an international serving as directors. Effective
Public 5 0 Marc A. Cohen management and consulting company. Mr. July 2004, we began paying 2008 Proxy
1986/Expires in 2009
Cohen received a bachelor‘s degree in non-employee directors an
engineering science from Harvard University annual retainer of $15,000 and
and a master‘s degree in electrical a fee of $1,000 per day for
engineering from Stanford University. Mr. attending Board or Board
Cohen also serves as a Trustee and as a Committee meetings in person
member of the Board of Directors of the or by telephone. On April 27,
Dana-Farber Cancer Institute in Boston, 2006, we increased the annual
Massachusetts. retainer for independent
directors who are serving on
the board to $20,000. This
change was effective with the
retainer payment that was
made after the 2006 annual
stockholders meeting. No
director who is also an
employee receives separate
compensation for services
rendered as a director.
annual retainer of $15,000 and
a fee of $1,000 per day for
attending Board or Board
Committee meetings in person
or by telephone. On April 27,
2006, we increased the annual
retainer for independent
William F. Stasior is 65 years old and has
directors who are serving on
served as a member of the Board of
the board to $20,000. This
Directors since March 1998. Since October
change was effective with the
1999, he has served as senior chairman of
retainer payment that was
Booz Allen. From 1991 to 1999, he served
William F. 66/Director since made after the 2006 annual
as Chairman and Chief Executive Officer of
Stasior 1998/Expires in 2009 stockholders meeting. No
Booz Allen. Mr. Stasior currently serves on
director who is also an
the Board of Directors of SkyTerra
employee receives separate
Communications, Inc., a
compensation for services
telecommunications service provider.
rendered as a director.
stockholders meeting. No
director who is also an
employee receives separate
compensation for services
rendered as a director.
Ronald W. Kaiser is 52years old and has
served as a member of the Board of
Directors since October 2003. Since March
2005, Mr. Kaiser has served as Vice
President and Chief Financial Officer of
PharmAthene, Inc, a privately held bio-
defense company. Mr. Kaiser served as
Chief Financial Officer, Treasurer and
Secretary of Air Cargo, Inc., a privately held
provider of United States and European
cargo transportation logistics from February
2003 through March 2005. Air Cargo filed
for Chapter 11 bankruptcy on December 7,
2004. Mr. Kaiser served as Chief Financial
Officer and Treasurer of OTG Software, Inc.
Ronald W. 53/Director since (―OTG‖) from June 1998 until the sale of
Kaiser 2003/Expires in 2010 OTG to Legato Systems, Inc. in May 2002.
OTG was a publicly traded corporation that
provided online data storage and data
access software solutions for business
applications, email management and related
services. From April 1998 to June 1998, Mr.
Kaiser was an employee of Network
Associates, Inc., an internet security
company, following the acquisition of
Trusted Information Systems, Inc. by
Network Associates, Inc. From May 1996 to
April 1998, Mr. Kaiser served as the Chief
Financial Officer of Trusted Information
Systems, Inc., an information security
company.
Alain J. Cohen, one of the Company‘s
founders, is 39 years old and has served as
the Company‘s President and Chief
Technology Officer and as a member of the
40/Director since Board of Directors since the Company‘s
Alain J. Cohen inception in 1986. Mr. Cohen received a
1986/Expires in 2011
bachelor‘s degree in electrical engineering
from the Massachusetts Institute of
Technology (―M.I.T.‖).
Dr. Steven G. Finn is 60 years old and has
served as a member of the Board of
Directors since March 1998. Dr. Finn has
Dr. Steven G. 61/Director since been a principal research scientist and
Finn 1998/Expires in 2011 lecturer at M.I.T. since 1991. Dr. Finn has
also served as a consultant with Matrix
Partners, a venture capital firm, since 1991.
Audit Committee: Dr. Finn and Messrs. Kaiser and Stasior
Compensation Committee: Dr. Finn (Chair), Ronald W. Kaiser, and Mr. Stasior
Governance and Nominations Committee: Dr. Finn and Messrs. Kaiser and Stasior
OPTELECOM, INC. 12920
Cloverleaf Center Drive
Germantown, Maryland, 20874
www.optelecom.com
(301) 444-2200
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
Chief Financial Officer of the
Company from September 25, 2002
The Directors
to present; Controller of the Company
Compensation Plan became
from June 2001 to September 25,
effective July 1, 2006.
James 51/ Director since 2001/ 2002; Director of Financial Planning
Public 7 0 Following is a summary of 2008 Proxy
Armstrong Expires 2009 and Analysis of Kinkos.com from
the material terms of the
August 1999 through January 2001;
Plan: Non-employee
Chief Financial Officer of PC Data,
directors receive a quarterly
Inc. from April 1998 through August
retainer of $3,000 and a
1999.
cash payment of $1,000 for
each Board or Committee
meeting attended either in
person or by telephone. •
Members of the
Compensation and Audit
Committees receive a cash
payment of $750 for each
Committee meeting
attended in person or by
telephone, provided that
there is no such payment if
the Committee meeting is
held in conjunction with a
Board meeting. • The
Chairmen of the
Compensation and Audit
Committees receive a
$2,500 quarterly retainer. •
Non-employee directors are
granted 625 shares of
restricted stock (non-
transferable for a period of
two years after grant) on the
Following is a summary of
the material terms of the
Plan: Non-employee
directors receive a quarterly
retainer of $3,000 and a
cash payment of $1,000 for
each Board or Committee
Assistant Vice President, Business meeting attended either in
Banking, Fifth Third Bank from person or by telephone. •
September 2004 to present; Members of the
Management Consultant in corporate Compensation and Audit
finance and strategic business Committees receive a cash
development from June 2004 to payment of $750 for each
September 2004; Vice President of Committee meeting
Spire Corporation from August 2003 attended in person or by
David R. 56/ Director since 2000/ to May 2004; Management telephone, provided that
Lipinski Expires 2010 Consultant in corporate finance and there is no such payment if
strategic business development from the Committee meeting is
October 2002 to August 2003; Vice held in conjunction with a
President for Corporate Development Board meeting. • The
of Stratos Lightwave from June 2000 Chairmen of the
to October 2002; Executive Director Compensation and Audit
for Corporate Development of Committees receive a
Methode Electronics, Inc. from April $2,500 quarterly retainer. •
1996 to June 2000. Non-employee directors are
granted 625 shares of
President and CEO of the Company restricted stock (non-
since December 14, 2001; Executive transferable for a period of
Vice President of Operations of the two years after grant) on the
Company from October 2000 to first day of each calendar
Edmund D. 67/ Director since 1980/ December 14, 2001; Chief Executive quarter and also receive
Ludwig Expires 2010 Officer of the Company from May cash payments equal to the
2000 to October 2000; President and tax amounts due on these
Chief Executive Officer of the grants.
Company from January 1991 to May
2000.
Managing Member, BTO Towers
Series 25, LLC from January 2001 to
present; Vice President and CFO of
Capital Programs Management, Inc.
from August 1999 to January 2002;
Carl Rubbo, 48/ Director since 1999/ Vice President of Branch Banking
Jr. Expires 2011 &Trust Company and Senior Vice
President of Franklin National Bank
from May 1996 to August 1999;
Senior Vice President of Chevy
Chase Federal Savings Bank from
1994 to May 1996.
President and CEO of KEI Pearson,
Inc. from December 2003 to present;
President and COO of L-3 EER
Systems, Inc. from October 2001 to
December 2003; Vice President and
52/ Director since 2004/ General Manager of DynCorp
Robert Urso
Expires 2009 Technical Services, LLC from
February 2000 to October 2001;
Senior Vice President and General
Manager with Analysis & Technology,
Inc. (Anteon) from September 1995
to January 2000.
Vice Chairman and Director of ASB
Capital Management, Inc. from 2002
to present; prior to December 31,
2002, served as President and CEO
of ASB Capital Management, Inc.;
Executive Vice President of Chevy
Walter R. 66/ Director since 2004/
Chase Bank, F.S.B. from 1999 to
Fatzinger, Jr. Expires 2011
2002; President of First National
Bank of Maryland's Greater
Washington Region and Executive
Vice President of First National Bank
of Maryland's Institutional Bank from
1994 to 1999.
Executive Vice President of the
Company and Chief
Operating Officer of the Company‘s
European Operations from
November 28, 2005 to
Thomas W.M. 45/ Director since 2005/
present. Managing Director of
Overwijn Expires 2009
Optelecom-NKF B.V. from March 8,
2005 to present.
General Manager of NKF Electronics
from January 1, 1998 to March 8,
2005
The Compensation Committee consists of Robert F. Urso, Carl J. Rubbo, Jr., Walter Fatzinger, Jr., and David R. Lipinski (Chair).
Audit Committee: Carl J. Rubbo, Jr. (Chair), Walter R. Fatzinger, Jr., David R. Lipinski, Robert F. Urso.
The Board does not have a standing Nominating Committee.
Ore Pharmaceuticals, Inc.
610 Professional Drive, Suite 101
Gaithersburg, MD 20879
http://www.genelogic.com/
301-987-1700
Number Number of Last
Public or Names of
of Female Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
From June 2000 until March 2007, Mr.
Gessler served as Chief Executive
Officer of the Company, and from
January 1999 until March 2007, as
46/ Director since 2000/ President of the Company. From April 2008
Public 7 0 Mark D. Gessler
Expires 2011 2001 to November 2004, Mr. Gessler Proxy
served as the Company‘s Chairman of
the Board of Directors. Mr. Gessler holds
an MBA from the University of
Tennessee.
Each non-employee director
other than the Chairman of the
Board receives an annual
retainer of $25,000 and the
non-executive Chairman
receives an annual retainer of
$50,000. Each non-employee
director (including the
Chairman of the Board) also
receives a fee of $1,500 per
Board meeting attended,
whether in person or by
telephone, and (except for the
Chairman unless otherwise
determined) $1,000 per
committee meeting not held in
conjunction with a full Board
meeting, whether in person or
by telephone. The chairman of
each of the Audit and
J. Stark Thompson, Ph.D. has been non-
executive Chairman of the Board of the
Company since November 2004 and has Each non-employee director
served as a director since February other than the Chairman of the
2002. From 1988 until his retirement in Board receives an annual
November 2000, Dr. Thompson served retainer of $25,000 and the
as the President, Chief Executive Officer non-executive Chairman
J. Stark 66/ Director since 2002/ and as a director of Life Technologies, receives an annual retainer of
Thompson, Ph.D Expires 2011 Inc., a developer, manufacturer and $50,000. Each non-employee
supplier of products and services for life director (including the
science research. Dr. Thompson is a Chairman of the Board) also
Director of Luminex Corporation, where receives a fee of $1,500 per
he serves on the Auditing and Board meeting attended,
Nominating Committees. Dr. Thompson whether in person or by
has a Ph.D. in Physiological Chemistry telephone, and (except for the
from Ohio State University. Chairman unless otherwise
determined) $1,000 per
committee meeting not held in
conjunction with a full Board
meeting, whether in person or
by telephone. The chairman of
each of the Audit and
Compensation Committees
receives an additional $10,000
per year for serving as a
chairman of these committees
and the chairman of the
Corporate Governance and
Nominating Committee
receives an additional $5,000
per year. The members of the
Board of Directors are also
eligible for reimbursement for
their expenses incurred in
connection with Board meeting
attendance.
receives a fee of $1,500 per
Board meeting attended,
whether in person or by
telephone, and (except for the
Chairman unless otherwise
determined) $1,000 per
Charles L. Dimmler, III has served as committee meeting not held in
Chief Executive Officer and President conjunction with a full Board
since March 2007 and as a director since meeting, whether in person or
May 1996. From March 2004 until by telephone. The chairman of
November 2006, Mr. Dimmler served as each of the Audit and
Executive Chairman and from August Compensation Committees
2005 to November 2006, as Chief receives an additional $10,000
Executive Officer, of NOBEX per year for serving as a
Corporation, a privately held chairman of these committees
biopharmaceutical company. Mr. and the chairman of the
Dimmler had been brought in to help Corporate Governance and
identify and implement a new strategic Nominating Committee
direction for Nobex, which ultimately filed receives an additional $5,000
for reorganization under Chapter 11 of per year. The members of the
the U.S. Bankruptcy Code in December Board of Directors are also
Charles L. 66/ Director since 1996/ 2005 and was subsequently liquidated in eligible for reimbursement for
Dimmler, III Expires 2009 March 2006. Since December 2003, Mr. their expenses incurred in
Dimmler has served as Managing connection with Board meeting
Principal of Newcastle Harbor, LLC, a attendance.
privately held family asset management
firm specializing in investments in
healthcare and life sciences enterprises.
From February 2001 through December
2003, Mr. Dimmler served as Chief
Investment Officer of H. Lundbeck A/S, a
pharmaceutical company listed on the
Copenhagen stock exchange and Chief
Executive Officer and Chairman of the
Board of Directors of Lundbeck, Inc., a
wholly-owned subsidiary of H. Lundbeck
A/S. Mr. Dimmler holds a B.A. from the
University of California at Davis.
G. Anthony Gorry, Ph.D. has served as a
director since January 1997. Since prior
to March 2001, Dr. Gorry has been the
Friedkin Professor of Management and
Professor of Computer Science at Rice
University, where he also serves as the
Director of the Center for Technology in
Teaching and Learning. Dr. Gorry directs
G. Anthony Gorry, 67/ Director since 1997/ a training grant on computational biology
Ph.D Expires 2009 funded by the National Library of
Medicine. He is also Adjunct Professor of
Neuroscience at Baylor College of
Medicine. Dr. Gorry holds a B.Eng. from
Yale University, an M.S. in chemical
engineering from the University of
California, Berkeley and a Ph.D. in
computer science from the
Massachusetts Institute of Technology.
Mr. Gabrielson is founder and Managing
General Partner of p-Value Capital LLC,
an investment management firm focused
on special situations in the
pharmaceutical industry. Mr. Gabrielson
also is a co-founder and Director of
Pulmatrix Inc., a privately held company
that is developing inhalant technologies
to help control respiratory infectious
disease. From March 2003 until January
2008, Mr. Gabrielson served as the Chief
52/ Director since 2007/ Executive Officer of Pulmatrix Inc. From
Mark Gabrielson
Expires 2010 1999 until December 2003, Mr.
Gabrielson was a founder and Managing
Member of Fordyce & Gabrielson LLC, a
venture capital firm where he led a series
of investments in early stage technology-
intensive companies, including Pulmatrix.
From 1990 to1999, Mr. Gabrielson was a
General Partner of Prince Ventures LP, a
private venture capital firm specializing in
healthcare investing. Mr. Gabrielson
holds an A.B. Degree from Princeton
University.
Dr. Urdal is a Senior Vice President of
Dendreon Corporation and has been the
Chief Scientific Officer and a Director
since July 1995. Dendreon Corporation is
a biotechnology company developing
targeted therapies for cancer. Previously,
he served as Dendreon‘s President from
January 2001 to December 2003 and as
its Executive Vice President from
January 1999 through December 2000.
David L. Urdal, 58/ Director since 2007/
From 1982 until July 1995, Dr. Urdal held
Ph.D Expires 2010
various positions with Immunex
Corporation, including President of
Immunex Manufacturing Corporation,
Vice President and Director of
Development, and Head of the
departments of biochemistry and
membrane biochemistry. Dr. Urdal
received a Ph.D. in Biochemical
Oncology from the University of
Washington.
Since his retirement as the Company‘s
Chief Executive Officer in 2000 and the
Chairman of the Board in 2001, Dr.
Brennan has been employed by the
Company as Director of Strategic
Initiatives. Since January 2006, Dr.
Brennan has been Managing Director of
Pearl Street Venture Funds, a venture
capital firm. From December 2003 until
December 2005, Dr. Brennan was a
Michael J.
50/ Director since 1995/ Managing Director of Coastview Capital,
Brennan, M.D.,
Expires 2010 a venture capital firm focused exclusively
Ph.D
on life science investments. From
September 2000 until April 2003, Dr.
Brennan was a General Partner of
Oxford Biosciences Partners, a venture
capital firm specializing in the financing
of early stage healthcare companies. Dr.
Brennan received a Ph.D. in
neurobiology and an M.D. from the
University of Witwatersrand,
Johannesburg, South Africa.
The Audit Committee consists of Mark Gabrielson (Chair), G. Anthony Gorry, Ph.D., and J. Stark Thompson, Ph.D.
The Compensation Committee consists of G. Anthony Gorry, Ph.D. and David L. Urdal, Ph.D. (Chair)
The Nominating Committee consists of G. Anthony Gorry, Ph.D. and David L. Urdal, Ph.D.
OPTELECOM, INC. 12920
Cloverleaf Center Drive
Germantown, Maryland,
20874 www.optelecom.com
(301) 444-2200
Number Number of Last
Public or Names of Business Background
of Female Age/Term/Expiration Board Compensation Updated/
Private Directors Information
Directors Directors Source
Mr. Friedli has been a director
of Osiris since January 1996,
except for the period between
February and June 2004. He
has since 1996 been a principal
of the investment-banking firm
Friedli Corporate Finance, Inc.,
a leading Swiss venture capital
firm which has made significant
investments in the
biotechnology industry and has
All directors are reimbursed for
been the primary source of
their out-of pocket expenses
financing for Osiris. Mr. Friedli
incurred in attending meetings.
is also President of New
Each director who is not an
Venturetec Ltd., a Swiss
employee is eligible to receive
53/ Director since 1996/ publicly traded investment
Public 5 0 Peter Friedli compensation from us for his 2008 Proxy
Expires 2009 company. Mr. Friedli has
or her services as a member
extensive experience as an
of our Board or any of its
independent investment
standing committees. In
manager in venture capital and
determining compensation for
has specialized in investments
directors, the decision is
domiciled in the United States
generally guided by three
in the areas of biotechnology
goals: compensation should
and technology. Prior thereto,
fairly pay the directors for work
he worked in the field of
required of directors of a
international management
company of our size and
consulting for service and
scope; compensation should
industrial companies in Europe
align directors' interests with
and the United States. Mr.
the long-term interests of
Friedli is a director of E-
stockholders; and the structure
centives, Inc., a publicly traded
of the compensation should be
provider of interactive database
simple, transparent and easy
marketing technologies and
for stockholders to
understand. Consistent with
these goals, in 2007, our non-
employee directors received a
retainer in the form of an
award of 2,500 shares of our
common stock plus an
additional common stock
award for up to 2,500 shares
based on Board participation
and performance. Directors
company of our size and
scope; compensation should
align directors' interests with
the long-term interests of
stockholders; and the structure
of the compensation should be
simple, transparent and easy
for stockholders to
Dr. Mills has also been a understand. Consistent with
member of our Board since July these goals, in 2007, our non-
2004. Prior to joining Osiris, Dr. employee directors received a
Mills was an executive officer of retainer in the form of an
Regeneration Technologies, award of 2,500 shares of our
Inc. (―RTI‖) (NASDAQ—RTIX). common stock plus an
Dr. Mills served in several additional common stock
leadership positions at RTI from award for up to 2,500 shares
its formation in 1998 until 2004, based on Board participation
including Vice President of and performance. Directors
Business Development and were provided the option to
36/ Director since 2004/
C. Randal Mills Vice President of Operations receive all or a portion of their
Expires 2009
and R&D. Prior to RTI, Dr. Mills award in cash or shares.
was a member of the founding
management team of the
University of Florida Tissue
Bank, Inc., the predecessor
company to RTI. Dr. Mills
received a bachelor‘s degree in
microbiology and cell science
and a Ph.D. in drug
development, both from the
University of Florida.
Felix Gutzwiller, M.D., Dr.P.H.
is Professor and Chairman of
the Department of Public Health
of the University of Zurich
Medical School. Dr. Gutzwiller
is also an elected member of
the Swiss Parliament. Dr.
Gutzwiller received a medical
degree from the University of
Felix Gutzwiller, 59/ Director since 2003/ Basel in 1974 and did his post-
M.D., Dr.P.H. Expires 2009 graduate training at both
Harvard University and Johns
Hopkins University. He received
his Dr.P.H. from the Johns
Hopkins University School of
Hygiene and Public Health in
1980. Dr. Gutzwiller has
received many honors and
awards over the years in the
health profession.
Mr. Moyes has served as the
Chief Financial Officer of
Myriad Genetics, Inc. since
June 1996, and served as
Myriad‘s Vice President of
Finance from July 1993 until
July 2005. From 1991 to 1993,
Mr. Moyes served as Vice
President of Finance and Chief
Financial Officer of Genmark,
Inc. Mr. Moyes held various
positions with the accounting
54/ Director since 2006/
Jay M. Moyes firm of KPMG LLP from 1979
Expires 2009
through 1991, most recently as
a Senior Manager. He holds an
M.B.A. degree from the
University of Utah, a B.A.
degree in economics from
Weber State University, and is
a Certified Public Accountant.
Mr. Moyes has also served as a
member of the Board of
Trustees of the Utah Life
Science Association from 1999
through 2006.
Mr. Barnhill has served as a
Partner and Member of the
board of directors of Brown
Advisory Securities, LLC since
2003. Mr. Barnhill is also a
member of numerous
philanthropic and corporate
boards. From 1975 to 2003, Mr.
Barnhill held various positions
Gregory H. 54/ Director since 2006/ with Deutsche Bank Securities,
Barnhill Expires 2009 Inc., most recently as Managing
Director and Regional Manager,
North American Equity Sales.
He holds a B.A. degree in
economics from Brown
University. Mr. Barnhill holds
NYSE/NASD licenses series 7,
63, 9 and 10 as well as life,
health and variable annuities
insurance licenses.
The Audit Committee currently has three members, Mr. Moyes (Chairman), Dr. Gutzwiller and Mr. Barnhill.
The Compensation Committee currently has two members, Dr. Gutzwiller (Chairman) and Mr. Barnhill.
We do not have a formally constituted nominating committee but instead our Board on July 19, 2006 adopted Corporate Governance Principles
which provide for the nomination of persons to serve on our Board upon the approval of a majority of our independent directors.
Provident Bankshares
Corporation 114 East Lexington
Street, Baltimore, Maryland
21202, 410-277-7000
www.web.provbank.com
Number Number
Public or Names of Business Background
of of Female Age/Term/Expiration Board Compensation Source
Private Directors Information
Directors Directors
He is an attorney engaged in the
The Company works with
private practice of law; formerly, he
an independent
served as President of Bilal
compensation consultant
Consulting; previously, he was the
for expertise in structuring
owner and Managing Executive of
the compensation paid to
65/Director since 1992/ the Bilal Group, Inc., a provider of
Public 16 3 Melvin A. Bilal non-employee directors 2008 Proxy
Expires 2010 long and short term staffing needs.
and benchmarking that
Prior to holding this position, he was
compensation against the
President and founder of Security
Company's peers. The
America Services, Inc., a security
following table sets forth
consulting firm. Compensation
the applicable retainers
Committee.
and fees that will be paid
to non-employee directors
62/Director since 1997/ He is a partner in the law firm of
Ward B. Coe, III for their service on the
Expires 2010 Whiteford, Taylor & Preston, LLP.
Company's and the Bank's
He is President of Lord Baltimore
boards of directors during
Capital Corp., formerly ATAPCO
2008. Annual Retainer $
Capital Management Group. Prior
32,500; Fee Per Board
Frederick W. 65/Director since 1997/ to being elected to this position in
Meeting: Regular Meeting
Meir, Jr. Expires 2010 1996, he was an Executive Vice
$ 1,250; Special Meeting $
President of First Maryland Bancorp
1,250; Fee Per Committee
and First National Bank of
Meeting: Committee
Maryland. Audit Committee.
Chairperson $ 1,875; All
James G. Davis, Jr. is the President
other Committee Members
James G. Davis, 50/ Director since and Chief Executive Officer of the
$ 1,250
Jr. 2006/ Expires 2010 James G. Davis Construction
Corporation.
He was managing partner of the
Baltimore office of Arthur Andersen
LLP from 1995 to 2002 and general
partner from 1980 to 1995. He
serves on the Boards of Directors of
William J. 62/Director since 2003/
Foundation Coal Holdings, Inc. and
Crowley, Jr. Expires 2010
BioVeris Corporation and is the
Chair of the Audit Committee for
each company. He has been
designated as an audit committee
financial expert. Audit Committee.
He is Chairman and CEO of
EarthData Group, which consists of
EarthData Holdings, EarthData
International of Maryland, EarthData
International of North Carolina,
EarthData International of Florida,
EarthData Aviation, EarthData
59/Director since 2004/ Technologies and EarthData
Bryan J. Logan
Expires 2010 International, Inc. The EarthData
group of companies specializes in
the acquisition, development,
analysis and application of spatial
data and GIS services for
engineering, environmental and
land management clients
worldwide.
He is the CEO of The Bozzuto
61/Director since 1998/ Group, a full-service residential
Thomas Bozzuto
Expires 2011 development company located in
Greenbelt, Maryland.
She is Senior Vice President and
62/Director since 1996/ Corporate Secretary of The Black &
Barbara B. Lucas
Expires 2011 Decker Corporation. Chairs
Compensation Committee.
He is the Chairman of the Board of
57/Director since 1987/ MIRCON, Inc., an environmental
Pierce B. Dunn
Expires 2009 and engineering company. Chairs
Audit Committee.
He is Chairman of the Board of
Municipal Mortgage and Equity,
LLC (Muni Mae) (NYSE, MMN), a
69/Director since 1993/ real estate finance company. He is
Mark K. Joseph
Expires 2009 also the Founding Chairman of The
Shelter Group, a real estate
development and property
management company.
She is the Chairperson of the
Maryland Health and Higher
64/Director since 1982/ Educational Facilities Authority,
Sheila K. Riggs
Expires 2009 which issues bonds to finance
health care and higher education
facilities.
Dale B. Peck heads Peck Advisory
Services, LLC in Vienna, Virginia,
providing business development
62/ Director snce 2006/ and strategic planning to high
Dale B. Peck
Expires 2010 growth, well-established
companies. Mr. Peck was formerly
a partner with the accounting firm of
Beers & Cutler, PLLC.
Enos K. Fry is Group Manager,
64/ Director since
Enos K. Fry Washington Metro Area, of
1997/ Expires 2011
Provident Bank.
Gary N. Geisel has been Chairman
of the Board and Chief Executive
Officer of Provident and Provident
Bank since April 2003. Before
59/ Director since becoming
Gary N. Geisel
2001/ Expires 2010 Chairman and Chief Executive
Officer, Mr. Geisel was President
and Chief Operating Officer of
Provident and Provident Bank from
January 2001 until April 2003.
Pamela J. Mazza is a partner in the
50/ Director since
Pamela J. Mazza law firm of Piliero, Mazza &
2005/ Expires 2009
Pargament, PLLC.
Kevin G. Byrnes has been
President and Chief Operating
Officer of Provident and Provident
Bank since April 2003. Before
becoming President and Chief
Operating Officer, Mr. Byrnes
60/ Director since
Kevin G. Byrnes served as Senior Executive Vice
2002/ Expires 2009
President of Provident since 2002.
Previously, Mr. Byrnes was
Regional Executive in charge of the
upstate operations of Chase
Manhattan Bank in Rochester, New
York.
Audit Committee: William J. Crowley, Jr., Pierce B. Dunn (Chair), Bryan J. Logan, Frederick W. Meier, Jr., Dale B. Peck.
Compensation Committee: Melvin A. Bilal, Thomas S. Bozzuto, James G. Davis, Jr., Barbara B. Lucas (Chair), Francis G. Riggs, Sheila K.
Riggs
Corporate Governance Committee: Ward B. Coe, III (Chair), Mark K. Joseph, Peter M. Martin, Pamela J. Mazza
PETROLEUM & RESOURCES
CORPORATION
Seven St. Paul Street
Baltimore, Maryland 21202
www.peteres.com
(410) 752-5900
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
Professor of Finance and
Economics, formerly, Vice Dean of
Academic Affairs of the Graduate
67/ Board member
School of Business, Columbia
Public 10 2 Enrique R. Arzac since 1983/ Until 2008 Proxy
University. Director of Petroleum &
successor elected During 2007, each director who
Resources Corporation* and Credit
Suisse Asset Management Funds (8 is not an interested person,
funds) (investment companies). except for Mr. Emerson, received
President & CEO of International an annual retainer fee of $10,000
Trade Solutions, Inc. (consultants). and a fee of $750 for each Board
Formerly, President of Columbia meeting attended. Mr. Emerson,
65/ Board member College, Columbia, South Carolina, who is the Lead Director for the
Phyllis O. Board, received an annual
since 2003/ Until and Vice President of Warnaco Inc.
Bonanno retainer fee of $13,000 and a fee
successor elected (apparel). Director of Borg-Warner
Inc. (industrial), Mohawk Industries, of $1,000 for each Board
Inc. (carpets and flooring), and meeting attended. All members
Petroleum & Resources Corporation. of each Committee, except
executive officers and/or
Senior Vice President and Chief
51/ Director since interested persons, receive an
Financial Officer of The Associated
Kenneth J. Dale 2008/ Until successor additional annual retainer fee of
Press. Director of The Adams
elected $1,500 for each committee
Express Company.
membership and a fee of $500
for each Committee meeting
attended; the Chairperson of
each committee, except for the
Executive Committee, receives
an additional fee of $500 for each
Committee meeting attended.
The total amount of fees paid to
the independent directors in 2007
was $234,250. In addition,
following each annual meeting of
stockholders, each non-
employee director who is elected
of each Committee, except
executive officers and/or
interested persons, receive an
additional annual retainer fee of
$1,500 for each committee
membership and a fee of $500
Retired Executive Vice President of for each Committee meeting
NYNEX Corporation attended; the Chairperson of
(communications), retired Chairman each committee, except for the
of the Board of both NYNEX Executive Committee, receives
Information Resources Co. and an additional fee of $500 for each
84/ Board member Committee meeting attended.
NYNEX Mobile Communications Co.
Daniel E. Emerson since 1982/ Until The total amount of fees paid to
Previously, Executive Vice President
successor elected the independent directors in 2007
and Director of New York Telephone
Company. Presently, Chairman, The was $234,250. In addition,
National YMCA Fund, Inc., and following each annual meeting of
Director of Petroleum & Resources stockholders, each non-
Corporation. employee director who is elected
or re-elected at that annual
Private Investor, formerly Managing meeting receives 400 restricted
Director and head of the Mergers stock units.
56/Board member and Acquisitions Research and
Frederic A.
since 2006/ Until Financial Advisory Services
Escherich
successor elected Departments with J. P. Morgan.
Director of Petroleum & Resources
Corporation.
President & CEO of GF Energy, LLC
(consultants to electric power
companies). Formerly, member of
management group, PA Consulting
62/Board member
Group (energy consultants). Director
Roger W. Gale since 2005/Until
of Petroleum & Resources
successor elected
Corporation, Ormat Technologies,
Inc. (geothermal and renewable
energy), and U.S. Energy
Association.
Financial Advisor. Formerly,
Chairman of the Board and Chief
Executive Officer of Greiner
Engineering Inc. (formerly Systems
Planning Corp.) (consultants).
89/ Director since Formerly, Treasurer and Chief
Thomas H.
1987/ Until successor Investment Officer of the Ford
Lenagh
elected Foundation (charitable foundation).
Director of Cornerstone Funds, Inc.
(2 funds) (investment companies),
The Adams Express Company (1),
and Photonics Product Group
(crystals).
Principal & Director of Pelham
Associates, Inc. (executive
education) and Adjunct Associate
Professor, Columbia Executive
57/ Board member Education, Graduate School of
Kathleen T.
since 2003/ Until Business, Columbia University.
McGahran
successor elected Formerly, Associate Dean and
Director of Executive Education and
Associate Professor, Columbia
University. Director of Petroleum &
Resources Corporation.
Douglas G. Ober, Chairman of the
Board, and Chief Executive Officer of
61/ Director since the Corporation since April 1, 1991,
Douglas G. Ober 1989/ Until successor and President since April 1, 2003.
elected Director, Chairman of the Board and
Chief Executive Officer of The
Adams Express Company.
President, Williston Consulting LLC
(consultants to pharmaceutical and
biotechnology industries). Formerly,
Chairman, President & CEO of
62/Board member
Guilford Pharmaceuticals
Craig R. Smith since 2005/Until
(pharmaceutical and biotechnology).
successor elected
Director of Petroleum & Resources
Corporation, LaJolla Pharmaceutical
Company, and Depomed, Inc.
(specialty pharmaceuticals).
The Audit Committee consists of Messrs. Smith, Escherich, Thomas H. Lenagh, and Ms. McGahran (Chair).
The Compensation Committee consists of Messrs. Emerson, Escherich, Lenagh, and Gale.
The Nominating Committee consists of Messrs. Arzac, Emerson, Gale, and Ms. Bonanno.
The Executive Committee consists of Messrs. Arzac, Emerson, Gale, Ober, and Ms. Bonanno.
RegeneRX Pharmaceuticals
3 Bethesda Metro Center
Suite 630
Bethesda, MD 20814
www.regenerx.com
(301) 280-1992
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
Mr. Finkelstein is the Company‘s President In 2007, each independent
and CEO and a member of the Board of director was eligible to receive
Directors. He provides expertise in the an annual cash retainer fee of
creation, implementation, and financing of $13,500 per year. In addition,
RegeneRx‘s business strategy. Mr. the chairman of the Audit
Finkelstein has been a chief executive Committee and the chairman
officer and consultant in the bioscience of the Compensation
industry for the past twenty-four years, Committee, each receive an
having served as Chief Executive Officer of annual retainer of $10,000 for
three biomedical companies since 1982, the committee chairmanship.
including as CEO of the Company from In 2007 Mr. Hindin served as
1984 to 1989 and as Vice-Chairman from the chairman of both
54/Director since 1989 to 1991. He is experienced developing committees. Independent
Public 6 0 J.J. Finkelstein 2008 Proxy
2002/Expires in 2009 early-stage companies, has been Board members were eligible
responsible for the regulatory approval and to receive $1,250 for each
marketing of a number of medical products Board meeting at which the
in the U.S. and abroad, and has raised over director was present in person,
$60 million in capital to finance these and $400 for each meeting the
ventures. He currently serves on the boards director participated by
of several bioscience firms, including the telephone. Independent Board
executive committees of the Technology members are also eligible to
Council of Maryland and MdBio, Inc., whose receive $500 for each
missions are to support bioscience committee meeting attended,
development and education in the State of whether in person or by
Maryland. Mr. Finkelstein received a telephone.
business degree from the University of
Texas where he majored in finance.
Dr. Goldstein is Chairman of the Board of
Directors and the Company‘s Chief
Scientific Advisor. He is also a founder of
Allan L. the Company and Professor and Chairman
68/Director since of the Department of Biochemistry and
Goldstein
1982/Expires in 2009 Molecular Biology at the George
Washington University School of Medicine
and Health Sciences, a position he has held
since 1978. Dr. Goldstein is a recognized
expert in the field of immunology and protein
Secretary and Treasurer of RegeneRx from
2004 to present; Director of Chicken Out
Rotisserie Inc., founded in 1991, which
operates 24 restaurants in four states and
the District of Columbia, with annual sales in
excess of $24 million. In 1967, he co-
founded Britches of Georgetown, Inc.,
(Britches) a clothing retailer specializing in
the sale of upscale men‘s and women‘s
apparel and accessories. Mr. Hindin also
serves as Chairman of the Board of The
Institute of Advanced Studies in
Richard J. 63/Director since Immunology and Geriatric Medicine, a non-
Hindin 2002/Expires in 2009 profit 501(c)(3) corporation that specializes
in disseminating medical information to the
public as well as providing the
pharmaceutical industry with an
independent source for testing vaccines and
drugs for the elderly. Mr. Hindon is also
Chairman of the Board of Hinsilblon
Laboratories Ltd., a company based in Cape
Coral, Florida which sells odor neutralization
products and delivery systems. Mr. Hindin is
President of Adworks Inc, a Washington
D.C. based advertising and marketing
consulting agency.
Managing Principal, Chairman and Chief
Investment Officer of Essex Investment
Joseph C. 71/Director since Management Company, LLC, a registered
McNay 1987/Expires in 2009 investment advisor, from 1976 to present;
Director of Softech, Inc. and MPSI System,
Inc.
Dr. Bowles, 74, is a thoracic surgeon and
served as Dean of Medicine and Professor
of Surgery at The George Washington
University School of Medicine and Health
Sciences (GWU) in Washington, D.C. from
1976-1988 and as Vice President for
Medical Affairs and Executive Dean of GWU
Medical Center from 1988-1992. Dr. Bowles
previously served as President of the
Dr. L. Thompson 75/Director since National Board of Medical Examiners, the
Bowles 2006/Expires in 2009 medical accrediting organization from 1992-
2000. He is also a member of the National
Academy of Sciences Institute of Medicine
and several national medical societies. Dr.
Bowles has served on the editorial board of
a number of medical journals and has been
a member and chairman of several
governmental panels and committees. Dr.
Bowles received his medical degree from
Duke University and his Ph.D. from New
York University.
Head of the Corporate Development
Department and Director of Sigma-Tau
Finanziaria S.p.A. Mr. Bove has served in a
48/Director since number of senior positions in business,
Mauro Bove licensing and corporate development within
2004/Expires in 2007
Sigma-Tau, which has subsidiaries in most
European countries and the United States.
Mr. Bove has twenty years of business and
management experience within the
Audit Committee: McNay, Dr. Bowles, and Hindin (Chair)
Compensation Committee: McNay, Hindin (Chair), Bove, and Dr. Bowles
Governance and Nominations Committee:entire Board of Directors
Radio One, Inc.
5900 Princess Garden Parkway,
7th Floor
Lanham, MD 20706
www.radio-one.com
301-306-1111
Number Number Last
Public or
of of Female Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private
Directors Directors Source
Since 1990, Mr. Jones has been
President of
SyndicatedCommunications, Inc., a
communications venture capital
investment company, and its wholly
owned subsidiary, Syncom Capital
Corporation. He joined Syndicated
Communications, Inc. in 1978 as a
Vice President. Mr. Jones serves in
Our non-employee directors
61/ Director since 1995/ various capacities, including director,
Public 7 1 Terry L. Jones each receive a retainer of 2008 Proxy
Expires 2009 president, general partner and vice
$20,000 annually. In
president, for various other entities
addition, they receive $1,000
affiliated with Syndicated
each quarter for board
Communications, Inc. He also serves
meetings attended, and are
on the board of directors of Delta
reimbursed for all out-of-
Capital Corporation, Sun Delta
pocket expenses related to
Capital Access Center, Iridium
meetings attended. Non-
Satellite, TV One, LLC, Syncom
employee directors serving
Management Company and Cyber
as chairperson of a
Digital Inc., a publicly held company.
committee of the board of
directors receive an extra
$10,000 per annum. Each of
our non-officer directors also
received options to purchase
5,000 shares of Class D
common stock in 2004 and
10,000 shares in 2005. The
directors did not receive
stock options, stock awards,
incentive plan or other non-
cash compensation in 2006
or 2007. Our officers who
reimbursed for all out-of-
pocket expenses related to
meetings attended. Non-
employee directors serving
as chairperson of a
committee of the board of
Mr. McNeill is a founder and directors receive an extra
Managing General Partner of Alta $10,000 per annum. Each of
Communications, the successor firm our non-officer directors also
to Burr, Egan, Deleage & Co. He received options to purchase
specializes in identifying and 5,000 shares of Class D
managing investments in the common stock in 2004 and
traditional sectors of the media 10,000 shares in 2005. The
industry, including radio and directors did not receive
television broadcasting, cable stock options, stock awards,
television, outdoor advertising and incentive plan or other non-
other advertising-based or cash flow- cash compensation in 2006
based businesses. Mr. McNeill or 2007. Our officers who
currently serves on the boards of serve as directors do not
5/ Director since 1995/ receive compensation for
Brian W. McNeill directors of a number of companies
Expires 2009 their services as directors
in the radio and television industries.
He joined Burr, Egan, Deleage & Co. other than the compensation
as a General Partner in 1986, where they receive as officers of
he focused on the media and Radio One.
communications industries.
Previously, Mr. McNeill formed and
managed the broadcasting lending
division at the Bank of Boston. He
received an MBA from the Amos
Tuck School of Dartmouth College
and graduated magna cum laude with
a degree in economics from the
College of the Holy Cross.
Ms. Hughes has been Chairperson of
the Board of Directors and Secretary
of Radio One since 1980, and was
Chief Executive Officer of Radio One
from 1980 to 1997. Since 1980, Ms.
Hughes has worked in various
capacities for Radio One including
President, General Manager, General
61/ Director since 1980/
Catherine L. Hughes Sales Manager and talk show host.
Expires 2009
She began her career in radio as
General Sales Manager of WHUR-
FM, the Howard University-owned,
urban-contemporary radio station.
Ms. Hughes is also the mother of Mr.
Liggins, Radio One‘s Chief Executive
Officer, President, Treasurer and
Director.
Mr. Liggins has been Chief Executive
Officer of Radio One since 1997, and
President and Treasurer since 1989.
Mr. Liggins joined Radio One in 1985
as an account manager at WOL-AM.
In 1987, he was promoted to General
Sales Manager and promoted again
in 1988 to General Manager
43/ Director since 1989/ overseeing Radio One‘s Washington,
Alfred C. Liggins, III
Expires 2009 DC operations. After becoming
President, Mr. Liggins engineered
Radio One‘s expansion into new
markets. Mr. Liggins is a graduate of
the Wharton School of
Business/Executive MBA. Program.
Mr. Liggins is the son of Ms. Hughes,
Radio One‘s Chairperson and
Secretary.
Mr. Armstrong is currently Chief
Executive Officer of 310 Partners, a
private investment firm. From March
1999 through September 2000, Mr.
Armstrong was the Chief Financial
Officer of AMFM, Inc., which was
publicly traded on the New York
Stock Exchange until it was
purchased by Clear Channel
Communications in September 2000.
From June 1998 to February 1999,
D. Geoffrey 50/ Director since 2001/
Mr. Armstrong was Chief Operating
Armstrong Expires 2009
Officer and a director of Capstar
Broadcasting Corporation, which
merged with AMFM, Inc. in July 1999.
Mr. Armstrong was a founder of SFX
Broadcasting, which went public in
1993, and subsequently served as
Chief Financial Officer, Chief
Operating Officer, and a director until
the company was sold in 1998. Mr.
Armstrong is also a director of
Nexstar Broadcasting.
B. Doyle Mitchell, Jr. is President and
CEO of Industrial Bank, NA, in the
Washington, DC metropolitan area.
He was elected to the board of
directors of Industrial Bank, N.A. in
1990 and has been President since
1993. Mr. Mitchell serves on the
board of directors of the Federal City
Council, the Luke C. Moore
46/ Nominee/ Expires
B. Doyle Mitchell, Jr. Academy, Sewell Music
2009
Conservatory, Leadership Greater
Washington, the Washington
Performing Arts Society, the Greater
Prince Georges Business Roundtable
and the D.C. Chamber of Commerce,
of which he was Chairman in 2001,
and is one of the owners of the
Washington Nationals Baseball
Team.
Mr. Blaylock is the Founder,
Chairman and Chief Executive
Officer of Blaylock & Partners, L.P.,
an investment banking firm. Mr.
Blaylock held senior management
48/ Director since 2002/
Ronald E. Blaylock positions with PaineWebber Group
Expires 2009
and Citicorp before launching
Blaylock & Partners in 1993. Mr.
Blaylock is also a director of the W.R.
Berkley Corporation, a publicly held
company.
The audit committee consists of D. Geoffrey Armstrong, Brian W. McNeill and B. Doyle Mitchell, Jr.
Our compensation committee consists of Terry L. Jones, Brian W. McNeill and D. Geoffrey Armstrong.
Our nominating committee consists of Alfred C. Liggins, III, Catherine L. Hughes, Terry L. Jones and Brian W.
Sandy Spring Bancorp
17801 Georgia Avenue
Olney, Maryland 20832
www.ssnb.com 301-
774-6400
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
Pamela A. Little is a financial and
business consultant. She is the Non-employee directors of
former Chief Financial Officer of Sandy Spring Bank received
Athena Innovative Solutions, Inc., a an annual retainer of $14,000
Pamela A. 53/ Director since 2005/
Public 12 2 government contracting firm. She is ($35,000 for the Chairman). 2008 Proxy
Little Expires 2011
also the former Chief Financial The Chairman of the Audit
Officer of ZKD, Inc. a provider of Committee received an
professional services to the federal additional retainer of $7,500
government. and all other committee
chairmen received an
Mark E. Friis is President and Chief
additional retainer of $5,000.
Executive Officer and senior principal
52/ Director since 2005/ Non-employee directors
Mark E. Friis of Rodgers Consulting, Inc., in
Expires 2011 received $1,100 for
Frederick, Maryland, a land planning
attendance at each meeting
and engineering firm.
of the board of directors and
Marshall H. Groom is a former also $1,000 for attendance at
director of Potomac Bank of Virginia each committee meeting.
and past chairman of the board of Bancorp directors do not
that bank. Mr. Groom became a receive any additional
Bancorp board member effective as compensation (beyond
Marshall H. 69/ Director since 2007/ of February 15, 2007 and is a compensation received for
Groom Expires 2009 Director-Nominee pursuant to the service as Bank directors);
terms of the definitive agreement however, non-employee
dated October 10, 2006 and plan of directors would receive a fee
merger entered into between of $1,100 for attendance at a
Bancorp, Sandy Spring Bank and meeting of Bancorp's board
Potomac Bank of Virginia. of directors not held in
conjunction with a meeting of
the Bank's board of directors.
service as Bank directors);
however, non-employee
directors would receive a fee
of $1,100 for attendance at a
meeting of Bancorp's board
of directors not held in
Hunter R. Hollar is President and conjunction with a meeting of
Hunter R. 58/ Director since 1990/ the Bank's board of directors.
Chief Executive Officer of Bancorp
Hollar Expires 2011
and the Bank.
Craig A. Ruppert is President and
owner of The Ruppert Companies,
comprised of nursery and
Craig A. 53/ Director since 2002/
landscaping, business investment
Ruppert Expires 2011
and management, and commercial
real estate development and
management businesses.
Susan D. Goff is President of M.D.
IPA, Inc., a Vice President of
Optimum Choice, Inc., and a Senior
Susan D. 62/ Director since 1994/
Vice President of the parent holding
Goff Expires 2009
company, Mid-Atlantic Medical
Services, Inc., a health maintenance
organization.
Robert L. Orndorff, Jr. is President of
Robert L. 50/ Director since 1991/
RLO Contractors, Inc., an excavating
Orndorff, Jr. Expires 2009
contractor.
David E. Rippeon is President and
Chief Executive Officer of
David E. 57/ Director since 1997/
Gaithersburg Equipment Company
Rippeon Expires 2009
and Frederick Equipment Company,
a tractor and equipment dealership.
Solomon Graham is founder,
President, and Chief Executive
Solomon 63/ Director since 1994/
Officer of Quality Biological, Inc., a
Graham Expires 2010
biotechnology firm providing reagents
for medical research.
Gilbert L. Hardesty is a retired bank
executive, having served as
President of Crestar
Gilbert L. 66/ Director since 1997/
Bank—Annapolis from June 1994 to
Hardesty Expires 2010
June 1997 and as President of
Annapolis Federal Savings Bank from
April 1986 to June 1994.
Charles F. Mess, M.D. is Managing
Charles F. 68/ Director since 1987/
Physician of Potomac Valley
Mess Expires 2010
Orthopaedic Associates Chtd.
Lewis R. Schumann is a Partner in
Lewis R. 63/ Director since 1994/
the Rockville, Maryland law firm of
Schumann Expires 2010
Miller, Miller and Canby, Chtd.
The Audit Committee is composed of John Chirtea, Chairman, Mark E. Friis, Pamela A. Little (Chair), Charles F. Mess, and Craig A. Ruppert.
The Executive Committee is composed of Susan D. Goff, Marshall H. Groom, Gilbert L. Hardesty, Hunter R. Hollar, Robert L. Orndorff (Chair),
David E. Rippeon, Lewis R. Schumann, W. Drew Stabler
The Human Resources Compensation Committee is composed of John Chirtea, Susan D. Goff (Chair), Charles F. Mess, Robert L.
Orndorff, David E. Rippeon, W. Drew Stabler
The Nominating Committee is composed of Solomon Graham (Chair), Marshall H. Groom, Gilbert L. Hardesty, Robert L. Orndorff,
Craig A. Ruppert, W. Drew Stabler
Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road Hunt
Valley, Maryland 21030 410-568-
1500 www.sbgi.net
Number Number
Public or Names of Business Background
of of Female Age/Term/Expiration Board Compensation Source
Private Directors Information
Directors Directors
He founded Comark
Communications, Inc., a company
engaged in the manufacture of high
power transmitters for UHF
television stations, and was an
officer and director of Comark until Non-employee directors receive
1986; he also was a principal in $35,000 annually for their
other television stations prior to service as a director and a
serving as a General Manager of grant of 5,000 shares of Class
56/ Director since A Common Stock for attending
WCWB-TV from 1984 until 1986; in
1990/Elected for one- the annual meeting of
1986, he was instrumental in the
year terms and serve shareholders. The Audit
Public 8 0 David D. Smith formation of Sinclair Broadcast 2008 Proxy
until their successors Committee chairman receives
Group, Inc. He is currently a
are duly elected and an additional $7,500 annually
member of the Board of Directors of
qualified and the Compensation
Sinclair Ventures, Inc., Acrodyne
Communications, Inc., G1440 Committee chairman receives
Holdings, Inc., Atlantic Automotive an additional $6,000 annually.
Corporation (formerly known as Each special committee
Summa Holdings, Ltd.), KDSM, Inc. chairman receives an additional
and Safe Waterways in Maryland (a $1,125 each quarter until the
private, non-profit foundation). subject under discussion by the
President and CEO since 1988; special committee has been
Chairman of the Board since 1990. concluded. Nonemployee
directors also receive $2,000
for each meeting of the Board
of Directors attended, $2,500
for each Audit Committee
meeting and special committee
meeting, if any, attended and
$1,500 for each Compensation
Committee meeting attended.
We reimburse our directors for
any business related travel
expenses.
chairman receives an additional
$1,125 each quarter until the
subject under discussion by the
special committee has been
concluded. Nonemployee
directors also receive $2,000
Prior to joining Sinclair in 1990, he for each meeting of the Board
was an oral and maxillofacial of Directors attended, $2,500
surgeon engaged in private practice for each Audit Committee
and was employed by Frederick G. meeting and special committee
Smith, M.S., D.D.S., P.A., a meeting, if any, attended and
57/Director since
professional corporation of which he $1,500 for each Compensation
1986/Elected for one-
was the sole officer, director and Committee meeting attended.
year terms and serve
Frederick G. Smith stockholder. He is currently a We reimburse our directors for
until their successors
member of the board of directors or any business related travel
are duly elected and
trustees of Sinclair Ventures, Inc., expenses.
qualified
the Freven Foundation, Safe
Waterways in Maryland, Gerstell
Academy and University of Maryland
at Baltimore Foundation. Vice
President since 1990.
Prior to that, he worked for Comark
Communications, Inc. installing UHF
transmitters; he also worked
extensively on the construction of
WCWB-TV in Pittsburgh, WTTE-TV
in Columbus, WIIB-TV in
Bloomington and WTTA-TV in
53/Director since
Tampa / St. Petersburg, the
1986/Elected for one-
renovation of the studio, offices and
year terms and serve
J. Duncan Smith news facility for WBFF-TV in
until their successors
Baltimore and construction of the
are duly elected and
Sinclair headquarters building in
qualified
Hunt Valley, MD. He is currently a
member of the board of directors of
Sinclair Ventures, Inc., The Boys
Latin School of Maryland, The High
Rock Foundation and Safe
Waterways in Maryland. Vice
President and Secretary since 1986.
He is the President and Founder of
the Cavanaugh Group, Inc., a
Baltimore-based investment
advisory firm founded in October
1995; prior to establishing the
Cavanaugh Group, Inc., he was Vice
President, Senior Portfolio Manager,
and Director of the Investment
52/Director since Management division of a local
2001/Elected for one- financial services company since
year terms and serve 1985. During this time, he served as
Daniel C. Keith
until their successors chairman of the Investment Advisory
are duly elected and Committee and was a member of
qualified the board of directors. He has been
advising clients since 1979 and is
currently a member of the boards of
trustees of The High Rock
Foundation, Safe Waterways in
Maryland and The Boy‘s Latin
School of Maryland. Audit and Joint
Compensation and Stock Option
Committees.
He is a retired partner of the law firm
Shaw Pittman in Washington, D.C.
where he specialized in
communications law matters; prior to
his service at Shaw Pittman, he was
66/Director since a senior partner with the law firm of
2002/Elected for one- Fisher Wayland Cooper Leader &
year terms and serve Zaragoza in Washington, D.C. from
Martin R. Leader
until their successors 1973 to 1999. He is currently a
are duly elected and member of the board of directors of
qualified Atlantic Automotive Corporation; he
has served on the staff of the Office
of Opinions and Review of the
Federal Communications
Commission. He is a member of the
District of Columbia Bar.
He has been a shareholder of the
accounting firm of Gross,
Mendelsohn & Associates, P.A.
since 1972 and has served as its
managing director since 1982; he
has served on various committees
63/Director since
of the Maryland Association of
1995/Elected for one-
Certified Public Accountants and
year terms and serve
Lawrence McCann was chairman of the Management
until their successors
of the Accounting Practice
are duly elected and
Committee. He is also a former
qualified
member of the Management of an
Accounting Practice Committee of
the American Institute of Certified
Public Accountants. He is a former
member of the board of directors of
Maryland Special Olympics.
He served as Vice President and
Treasurer of Sinclair from 1988 to
June 1998, at which time he
resigned from his position as Vice
President and Treasurer; in March
1997, he started RSMK LLC, a
commercial real estate investment
company which he currently
43/Director since 1986 manages; prior to 1986, he assisted
/Elected for one-year in the construction of WTTE-TV and
terms and serve until also worked for Comark
Robert E. Smith
their successors are Communications, Inc. installing UHF
duly elected and transmitters. He is currently a
qualified member of the board of directors of
Sinclair Ventures, Inc., Nextgen
Foundation Charitable Trust, Safe
Waterways in Maryland, Gerstell
Academy, Bay Television, Inc.,
Keyser Investment Group,
Cunningham Communications, Inc.,
Gerstell Development LP and
Beaver Dam LLC.
He is of counsel to the Baltimore law
firm of Thomas & Libowitz, P.A. and
has been in the private practice of
law since 1983; from 1961 to 1968,
91/Director since
he served as an Associate Judge on
1993/Elected for one-
the Municipal Court of Baltimore City
year terms and serve
Basil A. Thomas and from 1968 to 1983, he served as
until their successors
an Associate Judge of the Supreme
are duly elected and
Bench of Baltimore City. He is a
qualified
trustee of the University of Baltimore
and a member of the American Bar
Association and the Maryland State
Bar Association.
The members of the Audit Committee are Messrs. McCanna, Keith and Leader.
The members of the Compensation Committee are Messrs. McCanna, Keith, and Leader
The Board does not have a standing nominating committee and there is no formal nominating committee charter
Sucampo Pharmaceuticals, Inc.
4520 East-West Highway, Suite 300
Bethesda, MD 20814
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
Dr. Ueno, who became a director in 1996, is
a founder of our company and has been our
chief executive officer since September
2006 and our chief scientific officer since
August 2004. Dr. Ueno also became the Our board of directors has
chairman of our board of directors effective delegated to our chief
June 1, 2007 following the resignation of Dr. executive officer the authority
Kuno from that position. Dr. Ueno served as to grant stock options to
chairman of our board of directors from employees under our 2006
December 2000 to September 2006. He Stock Incentive Plan. Our chief
also served as chief operating officer from executive officer is not
December 1996 to November 2000 and authorized to grant options to
again from March 2006 to September 2006 himself or to any other director
Ryuji Ueno, M.D., 54/ Director since 1996/
Public 5 1 and as chief executive officer from or executive officer. In addition, 2008 Proxy
Ph.D., Ph.D. Expires 2009
December 2000 to September 2003. Dr. in any one calendar year, the
Ueno co-founded our affiliate R-Tech in chief executive officer is not
September 1989 and served as its authorized to grant options with
President from 1989 to March 2003. Dr. respect to more than 100,000
Ueno also co-founded Sucampo AG in shares of class A common
December 1997 and served as its chairman stock or to grant to any person
of the board or vice chairman of the board options with respect to more
since its inception. Dr. Ueno received his than 10,000 shares of class A
M.D. and a Ph.D. in medical chemistry from common stock.
Keio University in Japan, and he received a
Ph.D. in Pharmacology from Osaka
University.
Mr. Celeste has served as senior vice
president of regulatory affairs for Kendle
International, Inc., an international clinical
research organization, since 2001. Prior to
that, he served as the president and chief
executive officer of AAC Consulting Group,
Inc., an independent FDA consulting firm,
69/ Director since 2007/ from 1986 until its acquisition by Kendle
Anthony C. Celeste
Expires 2009 International in February 2001. Prior to
joining AAC Consulting in 1985, Mr. Celeste
served for 25 years with the U.S. Food and
Drug Administration, most recently as
director of the Office of Regional
Operations. Mr. Celeste holds a B.S. in
chemistry from Fordham University.
From 1989 through 2007, Mr. Maudlin was a
managing partner of Medical Innovation
Partners, a venture capital firm. Mr. Maudlin
is a director of Website Pros, Inc., a web
services company. Mr. Maudlin served on
57/ Director since 2006/ the board of directors of Curative Health
Timothy I. Maudlin
Expires 2009 Services, Inc., a biopharmaceutical
company, from 1984 until May 2006. Mr.
Maudlin holds a B.A. from St. Olaf College
and an M.M. from the Kellogg School of
Management at Northwestern University.
From November 1997 until her retirement in
May 2004, she was a tax partner at Deloitte
& Touche LLP, an international accounting
firm, serving from 2000 until May 2004 as
the National Partner in Charge of Deloitte‘s
Initiative for the Retention and Advancement
of Women. Prior to that, she spent 20 years
with Ernst & Young LLP, an international
accounting firm, the last ten years as a
60/ Director since 2006/
V. Sue Molina partner. Ms. Molina serves as vice chair of
Expires 2009
the board of directors of Royal Neighbors of
America, a fraternal insurance company.
She is also a member of the board of
directors of DTS, Inc., a digital
entertainment technology company. She
holds a B.S.B.A. and a Masters of
Accounting degree from the University of
Arizona.
Mr. Wright became a director in February
2008 and is a retired partner of Ernst &
Young LLP, an international auditing firm.
He was with Ernst & Young LLP from 1971
until 2000, most recently as an audit partner
focusing on the technology sector. He was
the executive vice president and chief
financial officer of Quadramed Corporation,
60/ Director since 2008/ a software company, from July 2003 to
John C. Wright
Expires 2009 September 2005. Prior to that, Mr. Wright
served as a financial consultant from
January 2003 to July 2003. Mr. Wright also
serves on the board of directors of Watson
Wyatt Worldwide, a global provider of
human capital consulting services. Mr.
Wright holds a B.S. in accounting from the
University of North Carolina.
The Audit Committee members consist of Michael J. Jeffries (Chair), Timothy I. Maudlin, and V. Sue Molina.
The Compensation Committee consist of Michael J. Jeffries, Hidetoshi Mine, and V. Sue Molina (Chair)
The Nominating Committee consists of Michael J. Jeffries, Timothy I. Maudlin, and Hidetoshi Mine (Chair)
SHORE BANCSHARES, INC.
18 East Dover Street
Easton, Maryland 21601
www.shbi.com (410)
822-1400
Number Number Last
Public or
of of Female Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private
Directors Directors Source
Mr. Beatty has served as a director of
the Company since December 2000
and as a director of The Talbot Bank
of Easton, Maryland (―Talbot Bank‖),
a wholly-owned subsidiary of the Directors of the Company
company, since 1992. He currently receive $300 for attending
serves as a Vice President of the each Board and committee
55/Director since 2000/ Company, a position he has held meeting, except that
Public 14 1 Lloyd L. Beatty, Jr. committee chairpersons 2008 Proxy
Expires 2009 since October 2004. From October
2004 until October 2005 Mr. Beatty‘s receive $500 for attending
employment with the Company was each Board and committee
on a part-time basis. Prior to October meeting. In addition, the
2005, Mr. Beatty was the Chief Chairman of the Board
Operating Officer of Darby Overseas receives a $10,000 annual
Investments, LP and President of retainer and each other
Darby Advisors, Inc. director receives a $5,000
annual retainer. Directors of
the Company and of its
subsidiaries are eligible to
participate in the Company‘s
2006 Stock and Incentive
Compensation Plan and its
1998 Stock Option Plan.
Each of these plans is
discussed below under
―Executive Compensation‖.
meeting. In addition, the
Chairman of the Board
receives a $10,000 annual
retainer and each other
director receives a $5,000
annual retainer. Directors of
the Company and of its
Mr. Bowman has served as a director subsidiaries are eligible to
of the Company since 1998 and as a participate in the Company‘s
director of The Centreville National 2006 Stock and Incentive
Bank of Maryland (―Centreville Compensation Plan and its
National Bank‖) a whollyowned 1998 Stock Option Plan.
60/Director since 1998/ subsidiary of the Company since Each of these plans is
Paul M. Bowman
Expires 2009 1997. He served as a director of Kent discussed below under
Savings & Loan Association until ―Executive Compensation‖.
Centreville National Bank acquired
the financial institution on April 1,
1997. Mr. Bowman is an attorney in
the Law Office of Paul M. Bowman.
Mr. Kee has served as a director of
the Company since May 2004 and as
the Chairman of the Board of The
Felton Bank (―Felton Bank‖), a wholly-
owned subsidiary of the Company,
56/Director since 2004/ since 1992. Between 1996 and 2004,
W. Edwin Kee, Jr.
Expires 2009 Mr. Kee served as the Chairman of
the Board of Midstate Bancorp, Inc.
Mr. Kee is a professor at the
University of Delaware, College of
Agriculture, and the President of
Kee‘s Creek Farm.
Mr. Pierson has been a director of the
Company since 2003 and previously
as a director from 1996 to December
67/ Director since 2003/ 2000. He has served as a director of
Jerry F. Pierson
Expires 2009 Centreville National Bank since 1981
and is President of Jerry F. Pierson,
Inc., a plumbing and heating
contracting company.
Mr. Vermilye has served as a director
of the Company since December
W. Moorhead 67/ Director since 2000/ 2000 and as a director of Talbot Bank
Vermilye Expires 2009 since 1977. He currently serves as
President and CEO of the Company
and of Talbot Bank.
Mr. Duncan has served as a director
of the Company and of The Talbot
Bank of Easton, Maryland (―Talbot
Bank‖), a wholly owned subsidiary of
the Company, since July 2006. He
currently serves as President and
Chief Executive Officer of Talbot
Bank, a position he has held since
July 2006. From 2004 until his
appointment with Talbot Bank, Mr.
Duncan served as the Chairman of
William W. Duncan, 61/ Nominee/ Expires Mercantile Eastern Shore Bank,
Jr. 2010 located in Chestertown, Maryland.
From 1982 to 2004, Mr. Duncan was
President and Chief Executive Officer
of St. Michaels Bank, located in St.
Michaels, Maryland. Mr. Duncan
served as a director of the Federal
Reserve Bank of Richmond from
2001 through 2004, and currently
serves as Vice Chairman and a
director of Shore Health System, Inc.
and a director of Talbot Hospice
Foundation, Inc.
Mr. Evans has served as a director of
the Company since November 2004
and as a director of Felton Bank
58/ Director since 2004/ since July 2004. He currently serves
Thomas H. Evans
Expires 2010 as President and Chief Executive
Officer
of Felton Bank, a position he has held
since February 2001.
Mr. Granville has served as a director
of the Company since December
2000. He also served as a director of
65/ Director since 2000/
Richard C. Granville Talbot Bank from 1994 until 2005. He
Expires 2010
is an investor and currently serves as
Chairman of the Board of the
Company.
Mr. Spurry has served as a director of
the Company since April 2004 and as
Christopher F. 60/ Director since 2004/
a director of Talbot Bank since 1995.
Spurry Expires 2010
He is the President of Spurry &
Associates, Inc.
Mr. Trice has served as a director of
the Company since August 9, 2007
and as a director of Centreville
National Bank since June 19, 2007.
He currently serves as President and
CEO of Centreville National Bank, a
54/ Director since 2007/ position he has held since June 4,
F. Winfield Trice, Jr.
Expires 2011 2007. From 1997 until his
appointment with Centreville National
Bank, Mr. Trice served as the
Executive Vice President and
Senior Lending Officer of Mercantile
Peninsula Bank, located in Salisbury,
Maryland.
Mr. Andrew has served as a director
of the Company since December
Herbert L. Andrew, 71/ Director since 2000/ 2000 and as a director of Talbot Bank
III Expires 2011 since 1977. He is a farmer and
served on the Talbot County Council
from 1994 to 1998.
Ms. Armistead has served as a
Brenda W. 56/ Director since 2002/ director of the Company since 2002
Armistead Expires 2011 and as a director of Talbot Bank
since 1992. She is an investor and
the former Manager of Talbot County.
Mr. Freestate has served as a
director of the Company since 1995,
and previously as a director from
55/ Director since 1995/ 1996 to 2000. He has served as a
Mark M. Freestate
Expires 2011 director of Centreville National Bank
since 1984. He currently serves as
Vice President of The Avon-Dixon
Agency, LLC (―Avon-Dixon‖), a wholly-
owned subsidiary of the Company.
Mr. LeCompte has served as a
director of the Company since 1996
and as a director of Centreville
67/ Director since 1996/ National Bank since 1995. He is a
Neil R. LeCompte
Expires 2011 Certified Public Accountant in the
Accounting Office of Neil R.
LeCompte.
The Company‘s Executive Committee consists of Christopher F. Spurry, Chairman, Blenda W. Armistead, Lloyd L.
Beatty, Jr., William W. Duncan, Thomas H. Evans, Richard C. Granville, F. Winfield Trice, Jr. and W. Moorhead
Vermilye.
The Company‘s Audit Committee consists of Neil R. LeCompte (Chair), Jerry F. Pierson, and Paul M. Bowman.
The members of the Compensation Committee are Christopher F. Spurry (Chair), Herbert L. Andrew, III, Paul M.
Bowman, and W. Edwin Kee, Jr.
The Company‘s Nominating Committee consists of Blenda W. Armistead (Chair), Herbert L. Andrew, III, Jerry F. Pierson and W. Edwin Kee, Jr.
Spherix, Inc. 6430
Rockledge Drive Westmoreland
Bldg. #503 Bethesda, MD 20817
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
Mr. Douglas T. Brown, Spherix Incorporated Annual Retainer $ 5,000 To be
Board Member since 2004, is Senior Vice paid in cash at the first meeting
President and Manager of the Corporate of the term. Stock Awards $
Banking Government Contracting Group for 10,000 To be calculated by
PNC Bank N.A., Washington, DC. Mr. dividing $10,000 by the closing
Brown has been with PNC and its stock price the day the Stock
predecessor bank, Riggs Bank, since 2001 Awards are granted. The
and previously worked for Bank of America, shares will be granted upon
N.A. and its predecessor banks for 16 years approval of the Board;
as a Loan Officer, as well as a manager of however, the shares will be
Loan Officers in the Mid-Atlantic region. restricted and instructions will
54/ Director since Subsequent to 1990, the majority of Mr. be given to the stock transfer
Public 7 1 Douglas T. Brown 2008 Proxy
2004/ Expires 2009 Brown‘s customers were companies that agent that the shares may not
provided services to the Federal be transferred until the one
Government and State governments. Mr. year anniversary of the Board
Brown holds a B.A. degree in Political Member‘s departure from the
Science from American University and a Board. Board Meeting Fees $
graduate degree from The Stonier Graduate 2,500 To be paid for all in-
School of Banking at the University of person Board Meetings.
Delaware. He is not now, nor has he been Members must be present to
for the past five years, a director of a public, be paid. Committee Meeting
for-profit company other than Spherix. Fees $ 800 To be paid for all in-
person Committee Meetings.
Members must be present to
be paid. Teleconference Fees
$ 300 To be paid for all
teleconferences called by
either the Chairman of the
Board, the President, or by the
Chairman of the relevant
Committee. Members must be
on-line to be paid. Additional
Retainer $ 1,000 To be paid to
the Chairman of the Audit
person Board Meetings.
Members must be present to
be paid. Committee Meeting
Fees $ 800 To be paid for all in-
person Committee Meetings.
Members must be present to
Mr. A. Paul Cox, Jr., PE, CMC, Spherix be paid. Teleconference Fees
Incorporated Board Member since 2004 and $ 300 To be paid for all
elected Chairman of the Board in 2007, teleconferences called by
brings sales, information technology and either the Chairman of the
general corporate management experience Board, the President, or by the
to Spherix. He holds a B.E.S. in Electrical Chairman of the relevant
Engineering and an M.S. in Management Committee. Members must be
Science, both from The Johns Hopkins on-line to be paid. Additional
University. Mr. Cox began his career Retainer $ 1,000 To be paid to
designing special purpose digital computers, the Chairman of the Audit
earning three patents from the Committee.
Westinghouse Underseas Division, where
he remained for seven years. He joined IBM
70/ Director since Corporation, advancing through technical
A. Paul Cox, Jr.
2004/ Expires 2009 assignments, achieving increasing
management responsibility in information
systems, technical services and sales
positions, and becoming Regional Marketing
Rep and then Marketing Unit Manager. Mr.
Cox became President, CEO, and Board
Member of Data Systems Corporation for
nine years until selling the company to a
division of ADP. He became Chairman and
CEO of the Codema Corporation, a
management consulting company. He was
then recruited by Standard Register as its
Corporate Vice President and General
Manager of their business and equipment
division. Now Principal of his own Asset
Dr. Claire L. Kruger was elected to the
Spherix Incorporated Board of Directors in
August 2007, and was also elected Chief
Executive Officer and Director of Health
Sciences at that time. Dr. Kruger received
her Ph.D. in Toxicology from Albany Medical
College, and her B.S. in Biology from
Clarkson College. With more than 20 years
of consulting experience, her primary areas
of expertise are in foods, consumer
products and pharmaceuticals, where she
provides scientific, regulatory, and strategic
support to clients in both the US and
49/ Director since
Claire L. Kruger international regulatory arenas. Dr. Kruger
2007/ Expires 2009
has conducted toxicity evaluations of foods
and food contaminants, as well as health
risk assessments and exposure
assessments of drugs, cosmetics, and
pesticides. Her clients include food, drug,
and dietary supplement manufacturers,
agricultural producers, biotechnology
companies, trade associations, and law
firms. In her role as a consultant, Dr. Kruger
has been involved in the safety evaluation of
a variety of consumer products, providing
oversight of product compliance with current
and emerging scientific and regulatory
guidance. She is not now, nor has she been
Dr. Gilbert V. Levin founded Spherix
Incorporated in 1967 and has served the
Company in a variety of capacities since
incorporation. He currently serves as
Director of Science and Technology. Dr.
Levin previously served in the public health
departments of Maryland, California, and
the District of Columbia and, subsequently,
as a research scientist and corporate
official. Among his inventions are low-caloric
sweeteners; biological nutrient removal
(BNR) for municipal wastewater, rapid
83/ Director since detection and identification of
Gilbert V. Levin
1967/ Expires 2009 microorganisms; and the Labeled Release
life detection experiment that landed on
Mars in 1976 aboard NASA‘s Viking
Mission. He holds a Bachelor‘s, Master‘s,
and a Ph.D., all from The Johns Hopkins
University, where he also served on its
Board of Trustees and presently serves on
its National Advisory Council for the Whiting
School of Engineering. He is not now, nor
has he ever been, a director of a public
company other than Spherix. Dr. Levin has
not worked for any company other than
Spherix since 1967.
Mr. Aris Melissaratos was elected to the
Spherix Board of Directors in February
2008. He currently serves as Senior Advisor
to the President of Johns Hopkins University
with responsibilities for technology transfer,
corporate partnerships, and enterprise
development. From 2003 to 2007, he served
as Secretary of Business and Economic
Development for the State of Maryland,
driving the state‘s unemployment figures to
an impressive 3.6% and positioning
Maryland for leadership in the emerging
―knowledge economy.‖ He worked for
64/ Director since Westinghouse Electric Corporation for 32
Aris Melissaratos
2008/ Expires 2009 years, culminating as the corporation‘s Chief
Technology Officer and Vice President for
Science and Technology, responsible for
running Westinghouse‘s research and
development functions. He also served as
the Chief Operations Officer for the
company‘s Defense Electronics Group,
where he was responsible for managing
16,000 employees (9,000 engineers) and
$3.2 billion dollars of sales. After
Westinghouse, he became Vice President
of Thermo Electron Corporation and CEO of
its Coleman Research Corporation and
Thermo Information Solutions subsidiaries.
Dr. Robert A. Lodder, Spherix Incorporated
Board Member since 2005, was elected
President in August 2007. He served as a
Professor of Pharmaceutical Sciences at
the College of Pharmacy, University of
Kentucky Medical Center, and holds joint
appointments in the Department of
Electrical and Computer Engineering, and
the Division of Analytical Chemistry of the
Department of Chemistry at Kentucky. Dr.
Lodder received his B.S. degree cum laude
Robert A. Lodder, 48/ Director since
in Natural Science in 1981, and his M.S. in
Jr. 2005/ Expires 2009
Chemistry in 1983 from Xavier University,
Cincinnati, Ohio. He received his Ph.D. in
Analytical Chemistry in 1988 from Indiana
University. He was a founder of InfraReDx,
Inc. in 1998 and Prescient Medical, Inc. in
2004. Neither of these companies are
public, and they do not engage in business
with Spherix. He is not now, nor has he
been for the past five years, a director of a
public, for-profit company other than
Spherix.
Dr. Robert J. Vander Zanden, Spherix
Incorporated Board Member since 2004,
having served in two Vice President
positions with Kraft Foods International,
brings a long and distinguished career in
technical and business aspects of the food
science industry to Spherix. Dr. Vander
Zanden holds a Ph.D. in Food Science from
Kansas State University, and an M.S. and
B.S. in Chemistry, the latter from the
University of Wisconsin – Platteville, where
he was named a Distinguished Alumnus in
2002. In his 30-year career, he has been
Robert J. Vander 62/ Director since with ITT Baking Company as a Product
Zanden 2004/ Expires 2009 Development Scientist, with Ralston Purina
as Manager Dietary Foods R&D, with
Keebler as Group Director, Product and
Process Development, with Group Gamesa,
a Frito-Lay Company, as Vice President,
Technology, with Nabisco, as Vice President
of R&D for their International Division and
with the acquisition of Nabisco by Kraft
Foods, he became the Vice President of
R&D for Kraft‘s Latin American Division. Dr.
Vander Zanden retired from Kraft Foods in
2004. He currently holds the title of Adjunct
Professor and Lecturer in the Department of
Food Science and Human Nutrition at
Clemson University, where he teaches a
The Audit Committee members during this time period were Mr. Brown, Chair; Mr. Cox, and Mr. George Creel.
The Compensation Committee members during this time period were Dr. Vander Zanden, Chair; Mr. Cox, and Mr. Creel.
The Executive Committee members during this time period were Mr. Cox, Chair; Dr. Kruger, and Dr. Lodder.
The Nominating Committee members during this time period were Mr. Creel, Chair; Dr. Lodder, and Dr. Vander Zanden.
SEVERN BANCORP, INC.
1919 A West Street
Annapolis, Maryland 21401
www.severnbank.com
(410) 268-4554
Public Number Number Last
Names of
or of of Female Age/Term/Expiration Background Information Board Compensation Updated/
Directors
Private Directors Directors Source
Alan J. Hyatt has been Chairman of
the Board and President of Severn
Savings Bank, FSB (the ―Bank‖), a
subsidiary of the Company, since Effective January 1, 2008,
1982, having previously served as an the non-employee directors
officer and director since 1978. He are entitled to receive
has also served as the Chairman of $2,300 per attended
the Board and President of the meeting, with the Vice-
Company since 1990. Mr. Hyatt has Chairman receiving $5,500
53/ Director since 1982/
Public 9 0 Alan J. Hyatt been a partner in the law firm of per attended meeting. In 2008 Proxy
Expires 2009
Hyatt, Peters & Weber, addition, each committee
LLP, in Annapolis, Maryland since member will receive the
1978, and is a real estate broker with following: $300 per
Arundel Realty Services, LLC, also in Compliance Committee
Annapolis, Maryland. Mr. Hyatt meeting; $625 per Cash
spends approximately 50% of his Audit Committee meeting;
professional time on the affairs of the $880 per Compensation
Bank and the Company and the Committee meeting; $800
balance on his law practice. per Corporate Governance
Committee meeting; and
$880 per Audit and
Examining Committee
meeting. The Chairman of
the committees will receive a
fee of up to $270 per
committee meeting. The
Board members receive no
additional compensation for
acting as the Nominating
Committee.
Compliance Committee
meeting; $625 per Cash
Audit Committee meeting;
$880 per Compensation
Committee meeting; $800
per Corporate Governance
Committee meeting; and
Melvin E. Meekins, Jr. joined the $880 per Audit and
Bank as a director and Executive Examining Committee
Vice President in April 1983, and he meeting. The Chairman of
serves in the same capacity for the the committees will receive a
Company. Mr. Meekins is the Bank‘s fee of up to $270 per
Principal Operating Officer. Mr. committee meeting. The
Melvin E. 66/Director since 1983/ Meekins has been employed in the Board members receive no
Meekins, Jr. Expires 2009 savings and loan industry since 1962. additional compensation for
He is a graduate of the Institution of acting as the Nominating
Financial Education‘s Executive Committee.
Development School, University of
Connecticut and the Graduate School
of Savings & Loan, Indiana
University.
Louis DiPasquale, Jr. has been a
director since the inception of the
Company and the Bank in 1946. Mr.
DiPasquale has been the
Louis 85/ Director since 1946/
owner/operator of the Motel Carlton
DiPasquale, Jr. Expires 2009
in Baltimore, Maryland since 1964.
Mr. DiPasquale served as
Secretary/Treasurer of the Bank from
1964 to 1978.
Keith Stock served as a Director of
the Bank and the Company from April
1990 to December 1993, and was re-
elected in 2003. Mr. Stock has served
as President of MasterCard Advisors,
55/ Director since 1990/ LLC, a MasterCard International
Keith Stock
Expires 2009 business since 2004. Previously he
served in management positions with
consulting firms CapGemini Ernst &
Young, AT Kearney and McKinsey &
Co., as well as Chairman and Chief
Executive Officer of First Financial
Investors, Inc. and its bank holding
company, St. Louis Bank, FSB.
S. Scott Kirkley has been a director
and Secretary/Treasurer of the Bank
since 1980 and Senior Vice President
since 1989. He has served in the
55/ Director since 1980/ same capacities for the Company
S. Scott Kirkley
Expires 2010 since 1990. Mr. Kirkley has been
employed by the Bank on a full-time
basis since 1987 and has primary
responsibility for the Bank‘s
residential loan operations.
Albert W. Shields was elected as a
director of the Company and the
Bank in December 2003. He is
presently the Vice President of Sales
for the Northeast Region of HD
Builder Solutions Group. He was the
Chief Executive Officer of Floors, Inc.
Albert W. 63/ Director since 2003/ from 1986 until 2002 when the
Shields Expires 2010 company was sold to The Home
Depot. Mr. Shields has been involved
in the real estate and development
market, and the building supply
industry for the past 35 years. Mr.
Shields earned a degree in
Commerce and Tariff Laws from
Humboldt University.
Melvin Hyatt has been a director of
the Company since its inception and
a director of the Bank since 1978. He
is a retired restaurant owner and was
75/ Director since 1978/
Melvin Hyatt formerly employed by the Housing
Expires 2010
Authority of the City of Annapolis,
Maryland. Mr. Hyatt is the uncle of
Alan J. Hyatt and the brother of Louis
Hyatt.
Ronald P. Pennington has been a
director of the Company since its
inception and a director of Severn
Savings Bank, FSB, a subsidiary of
Ronald P. 68/ Director since 1980/
the Company, since 1980. Mr.
Pennington Expires 2011
Pennington has owned and operated
an independent tool distributorship
since 1985, and now is a retired
investor.
T. Theodore Schultz has been a
director of the Company since its
inception and a director of the Bank
T. Theodore 68/ Director since 1986/ since 1986. Mr. Schultz is self -
Schultz Expires 2011 employed and owns Schultz and
Company, Inc. He is an enrolled
agent, accredited tax advisor with an
accounting and tax practice in the
Annapolis, Maryland area since 1971.
The Bank‘s Corporate Governance Committee consists of Louis DiPasquale, Jr.; Ronald Pennington; T.
Theodore Schultz; Albert W. Shields; and Keith Stock.
The Board has determined that the following directors are independent and make up the Nominating
Committee: Louis DiPasquale, Jr.; Melvin Hyatt; Ronald Pennington; T. Theodore Schultz; Albert W. Shields;
The Bank‘s Compensation Committee consists of: Louis DiPasquale, Jr.; Melvin Hyatt; Ronald Pennington; T.
Theodore Schultz; Albert W. Shields; and Keith Stock.
T. Theodore Schultz, Chairman, Ronald Pennington, Keith Stock and Albert W. Shields serve as the Company
‘s Audit
Committee.
Tessco Technologies, Inc.
11126 McCormick Road,
Hunt Valley, MD 21031 1-
800-508-5444
www.tessco.com
Number Number
Public or Names of
of of Female Age/Term/Expiration Business Background Information Board Compensation Source
Private Directors
Directors Directors
He has served as President and CEO
In consideration for services
of the Company since founding the
on the Board, each non-
Robert B. 64/Director since 1982/ business in its current form, in 1982;
Public 7 0 employee director of the 2008 Proxy
Barnhill, Jr. Expiring in 2011 he has been a director of the Company
Company is paid $25,000
since 1982, and has been Chairman of
per fiscal year plus $2,500
the Board since November 1993.
for each meeting of the
Since July 2002, he has served as a Board and $1,000 for each
venture partner with Oak Investment meeting of a Committee of
Partners, a venture capital firm; he the Board that he or she
serves on the Boards of iPass, Inc. attends. The table below
(Nasdaq: IPAS), Fiber Tower, STSN does not include
and Aventail, Inc. He is also on the reimbursements for
advisory board of Data Return. From reasonable out-of-pocket
56/Director since
John D. Beletic August 1994 until December 2001, he expenses incurred in
1999/Expiring in 2009
served as Chairman and CEO of connection with attendance
WebLink Wireless, Inc. WebLink at Board or Committee
Wireless, Inc. filed for voluntary meetings. Non-management
bankruptcy protection in May 2001; directors are also eligible to
prior to 2001, he was President and receive Performance Stock
CEO of Tigon which was acquired by Units.
Ameritech.
He is the George S. Craft Professor of
Business Administration for Decision
and Information Analysis at the
Goizueta Business School of Emory
University. He was named Hewlett
Fellow at the Carter Center in 1995;
prior to arriving at the Goizueta
Benn R. 57/Director since
Business School, he was on the faculty
Konsynski, Ph.D. 1993/Expiring in 2011
at the Harvard Business School for
seven years where he taught in the
MBA program and several executive
programs. He specializes in issues of
digital commerce and information
technology in relationships across
organizations.
He is currently serving as public editor
of the New York Times; prior to his
position with the New York Times, he
was editor-at-large of Time, Inc. where
he was also editor of new media and
60/Director since
Daniel Okrent managing editor of LIFE magazine. He
2004/Expiring in 2009
currently serves on the boards of Zinio
Systems, Inc., a company that
transforms print magazines into digital
format, and formerly served on the
board of Lands' End.
Jay G. Baitler has served as Executive
Vice President of Staples Contract
Division since 2004. He has been with
Staples since 1995, and prior to his
position as Executive Vice President,
61/ Nominee/ Expires
Jay G. Baitler Mr. Baitler served as Mid-Atlantic
2010
Regional President and Senior Vice
President, Contract Division. Prior to
joining Staples, Mr. Baitler served as
the Northeast Regional President at
BT Office Products.
He is a General Partner of the Grotech
Capital Group, which manages
approximately $1 billion in venture
capital funds; prior to joining Grotech,
he had been President and CEO of
Dennis J. 61/Director since CRI International, an international
Shaughnessy 1989/Expires in 2010 petroleum refining service business;
prior to joining CRI International, he
was Senior Vice President of
Mercantile Bank. He also currently
serves on the Board of FTI Consulting,
Inc.
He has served as Chairman and CEO
of New Standard Corporation, a metal
products manufacturer, since 1983. He
Morton F. 60/Director since and New Standard Corporation have
Zifferer, Jr. 1993/Expiring in 2009 partnered with several Fortune 500
companies globally to implement and
execute lean manufacturing
techniques and practices.
Audit Committee: Benn R Konsynski, Jay G. Baitler, and Morton F. Zifferer.
Compensation Committee: Morton F Zifferer, John D. Beletic, Dennis J. Shaughness, and Jay G. Baitler.
Nominating Committee: Benn R. Konsynski, Dennis J. Shaughnessy, Daniel Okrent.
Telkonet, Inc.
20374 Seneca Meadows Parkway
Germantown, Maryland 20876-7004
240-912-1800
http://www.telkonet.com/
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
WARREN V. MUSSER, Chairman of the
Board of Directors, has taken over 50
companies public during his distinguished
and successful career as an entrepreneur,
and is the founder and Chairman Emeritus
of Safeguard Scientifics, Inc. (a high-tech
Telkonet reimburses non-
venture capital company, formerly
management directors for
Safeguard Industries, Inc.). Mr. Musser is
costs and expenses in
currently the Managing Director, The
connection with their
Musser Group (a business consulting firm)
attendance and participation at
and Founder & President, Musser and
Board of Directors meetings
Company, Inc. (an investment banking firm).
and for other travel expenses
In addition, Mr. Musser is a Director of
Warren V. 80/Director since incurred on Telkonet‘s behalf.
Public 5 0 Internet Capital Group, Inc. (a business-to- 2008 Proxy
Musser 2003/Expires in 2009 Telkonet compensates each
business venture capital company), and is a
non-management director
Director and Vice Chairman of Nutri/System,
$4,000 per month, 10,000
Inc. (a weight management company) and
vested stock options per
Co-Chairman of Eastern Technology
quarter and $1,000 for each
Council (a business advisory firm). Mr.
committee meeting of the
Musser serves on a variety of civic,
Board of Directors such
educational and charitable boards of
director attends.
directors, and serves as vice president of
development, Cradle of Liberty Council, Boy
Scouts of America; vice chairman of The
Eastern Technology Council; and chairman
of the Pennsylvania Partnership on
Economic Education.
ANTHONY J. PAONI has been a faculty
member at Northwestern University‘s
Kellogg School of Management since 1996.
Previously, he spent 28 years in the
information technology industry with market
leading organizations that provided
computer hardware, software and consulting
services. For the first 15 years of his career,
Professor Paoni managed sales and
marketing organizations and in the later
stages of his career he moved into general
management positions starting with
PANSOPHIC Systems Incorporated. This
Anthony J. 63/ Director since 2007/ Lisle, Illinois based firm was the world‘s fifth
Paoni Expires 2009 largest international software company prior
to its acquisition by Computer Associates,
Incorporated. Subsequently, he became
chief operating officer of Cross Access, a
venture capital funded software firm that
provided industry-leading solutions to the
heterogeneous database connectivity
market segment. In addition, he has been
president of two wholly-owned U.S.
subsidiaries of Ricardo Consulting, a U.K.-
based international engineering consulting
firm focused on computer based automotive
powertrain design. Prior to joining the
Kellogg faculty, Professor Paoni was chief
THOMAS C. LYNCH, Director, is Senior
Vice President and Director of The
Staubach Company‘s Federal Sector (a real
estate management and advisory services
firm) in the Washington, D.C. area. Mr.
Lynch joined The Staubach Company in
November 2002 after six years as Senior
Vice President at Safeguard Scientifics, Inc.
(NYSE: SFE) (a high-tech venture capital
company). While at Safeguard, he served
nearly two years as President and Chief
Operating Officer at CompuCom Systems, a
Safeguard subsidiary. After a 31-year career
Thomas C. 65/Director since of naval service, Mr. Lynch retired in the
Lynch 2003/Expires in 2009 rank of Rear Admiral. Mr. Lynch‘s naval
service included Chief, Navy Legislative
Affairs, command of the Eisenhower Battle
Group during Operation Desert Shield,
Superintendent of the United States Naval
Academy from 1991 to 1994 and Director of
the Navy Staff in the Pentagon from 1994 to
1995. Mr. Lynch presently serves as a
Director of Pennsylvania Eastern
Technology Council, Armed Forces Benefit
Association, Catholic Leadership Institute,
National Center for the American Revolution
at Valley Forge, and Mikros Systems.
SETH BLUMENFELD, Director, served as
President of International Services for MCI
International (a provider of
telecommunication services) from 1998 until
his retirement in January of 2005. Mr.
Blumenfeld was President and Chief
Operating Officer of several of MCI‘s
international subsidiaries from 1984 to 1998.
Blumenfeld earned his Doctorate
Jurisprudence from Fordham University Law
School in 1965. He practiced law on Wall
Street prior to serving as infantry captain for
the U.S. Army in Vietnam. From 1976
67/Director since through 1978, Blumenfeld lived in Japan.
Seth Blumenfeld Blumenfeld‘s involvement on professional
2005/Expires in 2009
boards and community associations have
included Executive Committee member of
the United States Council for International
Business, Member of the Board of Directors
of the United States Telecommunications
Training Institute, Member of the State
Department Advisory Council on
International Communications and
Information Policy, Member of the University
of Colorado Institute for International
Business Board of Advisors, Member of the
American Graduate School of International
Management (Thunderbird) Board of
Advisors, Member of the Advisory Board of
DR. THOMAS M. HALL, Director, is the
Managing Member of Marrell Enterprises
LLC (a company that specializes in
international business development). Dr.
Hall serves on the board of directors of
Coris International SA (a Paris-based
insurance services company with
subsidiaries in 36 countries). For 12 years
Dr. Thomas M. 55/Director since (until 2002), Dr. Hall was the Chief
Hall 2004/Expires in 2009 Executive Officer of Medical Advisory
Systems, Inc. (a company providing
international medical services and
pharmaceutical distribution). Dr. Hall holds a
bachelor of science and a medical degree
from the George Washington University and
a master of international management
degree from the University of Maryland.
Audit Committee: Messrs. Paoni, Lynch and Dr. Hall
Compensation Committee: Dr. Hall, Lynch and Paoni
The company does not have a standing Nominating Committee
T. Rowe Price Group, Inc. 100
East Pratt Street Baltimore,
Maryland 21202 410-345-2000
www.troweprice.com
Number Number
Public or Names of
of of Female Age/Term/Expiration Background Information Board Compensation Source
Private Directors
Directors Directors
The managing director - Mid
Atlantic, Ballantrae International,
Ltd., a management consulting
firm, since 1999. Mr. Brady is a
director of Aether Systems, Inc.,
an owner and manager of In addition to the stock option
67/Director since 2003/ mortgage securities and grants, non-employee directors 2008 Proxy
Public 9 1 James T. Brady
Expires 2009 government agency investments; receive the following: • An
Constellation Energy Group, a annual retainer of $75,000;
diversified energy company; and • A fee of $1,500 for each
McCormick & Company, Inc., a committee meeting attended; •
manufacturer, A fee of $10,000 and $5,000,
marketer, and distributor of for the Chairman of the Audit
spices and seasonings. Committee and each Audit
Committee member,
Edward C. 52/Director 1999/ Vice President since 1989, and respectively; • A fee of $5,000
Bernard Expires 2009 an employee since 1988. for both the Chairman of the
Executive Compensation
President of Corporate Committee and the Chairman
Development Services, LLC, a of the Nominating and
commercial real estate developer Corporate Governance
which is a subsidiary of Committee; • Directors and all
63/Director since 2004/ Corporate Office Properties employees of Price Group and
Dwight S. Taylor
Expires 2009 Trust. Mr. Taylor also is a director its related affiliates are eligible
of MICROS Systems, Inc., a to direct our sponsored T.
provider of information Rowe Price Associates
technology for the hospitality and Foundation, Inc. to match
retail industry. personal gifts up to an annual
limit to qualified charitable
organizations. For 2007, non-
employee directors were
eligible to have up to $7,500
matched.
employees of Price Group and
its related affiliates are eligible
to direct our sponsored T.
Rowe Price Associates
Foundation, Inc. to match
personal gifts up to an annual
Immediate past president of the limit to qualified charitable
Federal Reserve Bank of organizations. For 2007, non-
Richmond from which he retired employee directors were
in August 2004. Mr. Broaddus eligible to have up to $7,500
also is a director of Albemarle matched.
68/Director since 2004/
J. Alfred Broaddus Corporation, a manufacturer of
Expires 2009
specialty chemicals; Markel
Corporation, a specialty insurer;
and Owens & Minor, Inc., a
distributor of medical and
surgical supplies.
Managing general partner of ABS
Capital Partners, a private equity
firm, since 1993. He serves as a
Donald B. Hebb, 64/Director since 1999/ director of SBA Communications
Jr. Expires 2009 Corporation, an owner and
operator of wireless
communications infrastructure in
the United States.
Dean of The Johns Hopkins
University Bloomberg School of
Public Health and a professor of
Epidemiology, Ophthalmology,
65/Director since 2003/
Dr. Alfred Sommer and International Health at the
Expires 2009
school. Dr. Sommer also is a
director of Becton Dickinson and
Company, a medical technology
company.
A partner in the law firm of
McGuireWoods LLP, and is a
director of Albemarle
Anne Marie 61/Director since 1995/
Corporation, a manufacturer of
Whittemore Expires 2009
specialty chemicals, and Owens
& Minor, Inc., a distributor of
medical and surgical supplies.
The chief investment officer since
2004, a vice president since
52/Director since 1997/ 1985, and an employee since
Brian C. Rogers
Expires 2009 1982. He is a member of the
Executive Committee and is the
president of three Price funds.
The director of the Equity Division
of Price Associates since 1997, a
James A.C. 54/Director since 1996/ vice president since 1981, and an
Kennedy Expires 2009 employee since 1978. He is a
director or trustee of 23 of the
Price funds.
The Executive Committee consists of Mr. Kennedy, Mr. Rogers and Ms. Whittemore.
The Audit Committee consists of Messrs. Brady, Broaddus, and Taylor.
The Compensation Committee consists of Messrs. Hebb, Brady, Broaddus, and Taylor, Dr. Sommer, and Ms. Whittemore.
TeleCommunication Systems, Inc.
275 West Street
Annapolis, MD 21401
410-263-7616
www.telecomsys.com
Number Number
Public or Names of
of of Female Age/Term/Expiration Business Background Information Board Compensation Source
Private Directors
Directors Directors
Mr. Latham has been a partner at the
law firm of Davis Wright Tremaine
since July 2004. From 2000 until 2004,
he was a senior partner at the law firm
of Holland & Knight. From 1992 to
2000, Mr. Latham was a partner at the
law firm of Shaw Pittman Potts &
Trowbridge. From 1986 to 1992, Mr. For 2007, Directors who are
Latham was a managing partner of the not employees of TCS (that
Virginia office of the law firm Reed, is, all directors except for
Smith, Shaw and McClay. From 1981- Mr. Tosé) were paid an
1986, Mr. Latham was the Vice annual retainer of $10,000,
President and General Counsel of and fee of $1,500 for each
Sterling Systems Inc., a software Board meeting and $1,000
company that was acquired by for each Committee
61/ Director since 1999/ Planning Research Corporation meeting in which the
Public 6 0 Weldon H. Latham 2008 Proxy
Expires 2009 (PRC). Mr. Latham was appointed director participated. The
Executive Assistant and Counsel to Chairman of the Audit
the PRC Chairman and CEO. From Committee was paid an
1979 to 1981, Mr. Latham served as additional annual retainer of
General Deputy Assistant Secretary, $9,000, and the Chairman
U.S. Department of Housing and of the Compensation
Urban Development and previously Committee was paid an
served as Assistant General Counsel, additional annual retainer of
Executive Office of the President $4,500.
(OMB) from 1973 to 1976. Mr. Latham
holds a B.A. degree in Business
Administration from Howard
University, a J.D. degree from
Georgetown University Law Center,
and an executive management
certificate from the Amos Tuck
Business
Mr. Marchant has been the Executive
Vice President, General Counsel and
Chief Administrative Officer of Black
Entertainment Television, Inc. (BET)
since 1997. Prior to joining BET, Mr.
Marchant was a partner in the law firm
Patton Boggs, LLP. From 1995 to
1996, Mr. Marchant was TCS‘ Senior
Vice President and General Counsel.
Additional positions that Mr. Marchant
has held include Senior Legal Advisor
to an FCC Commissioner and an
attorney with the law firm Sidley &
Austin. Mr. Marchant also serves on
50/ Director since / the Board of Directors of Public
Byron F. Marchant
Expires 2009 Education Network, Cable Positive,
DC Chamber of Commerce and
BET.com, LLC. the Executive
Committee of the Federal
Communications Bar Association
Foundation, and the Northern Virginia
Business Roundtable. The Governor
of Virginia appointed Mr. Marchant to
the Board of Visitors of George Mason
University for a four-year term that
began in the Fall of 2003. Mr.
Marchant holds a B.S. degree from
the U.S. Naval Academy and a J.D.
degree from the University of Virginia
Law School.
He is currently Chairman of R&D2
LLC, a company engaged in helping
early stage companies commercialize
their intellectual property assets. In
1998, Mr. Kozak founded and was the
Chief Executive Officer and Chairman
of the Board of Directors of 1eEurope,
Ltd., formerly Galileo
Communications, Ltd., a portfolio of
companies focused on providing
integrated e-business solutions to mid
and large-size companies throughout
Europe. From 1993 to 1997, Mr.
Kozak was a co-founder and the
President, Chief Executive Officer and
62/ Director since 1999/ member of the Board of Directors of
Richard A. Kozak
Expires 2011 American Communications Services,
Inc., which became e.spire
Communications, Inc. Prior to forming
American Communications Services,
Inc. in 1993, Mr. Kozak was the
President of the Southern Division of
MFS Communications, which was
acquired by MCI WorldCom. From
1986 through 1989, Mr. Kozak was
Vice President and General Manager
of Global Messaging Services for GTE
Telenet, now part of Sprint
International. He holds a B.S. degree
in Engineering from Brown University
and an M.B.A. in Finance from The
George Washington University School
of Government and Business
Maurice B. Tosé founded
TeleCommunication Systems (TCS) in
1987 and has been a director and
Chairman of the Board of Directors
since then. Prior to founding TCS, Mr.
Tosé was the Director of Department
of Defense Programs for Techmatics,
Inc., headquartered in Silver Spring,
Maryland. He was recognized in each
51/ Director since 1987/
Maurice B. Tosé of the past three years as one of the
Expires 2010
Country‘s Top Black Technology
Entrepreneurs by Career
Communications Group, Inc. He
currently is a Commander in the U.S.
Navy Reserves and serves on the
Board of Directors of the U.S. Naval
Academy Foundation. Mr. Tosé holds
a B.S. degree in Operations Analysis
from the U.S. Naval Academy.
He is the Chairman of the Board of
Citel, a company focused on enabling
enterprise IP telephony with existing
PBX infrustructure. Mr. Heintzelman
was the Chairman of the Board of
Optelecom, Inc. from February 2000
to June 2003, also serving as the
interim President and Chief Executive
Officer during 2002. Prior to joining
Optelecom, Mr. Heintzelman was the
President of Net2000
Communications, from November
1999 to May 2001. From December
1998 to November 1999, Mr.
Clyde A. 69/ Director since 1999/
Heintzelman was the President and
Heintzelman Expires 2011
Chief Executive Officer of SAVVIS
Communications Corporation, a
networking and Internet solutions
company. From 1995 to 1998, Mr.
Heintzelman was the President and
Chief Operating Officer of DIGEX, Inc.
Prior to joining DIGEX, Inc., Mr.
Heintzelman was a General Manager
for Bell Atlantic. Mr. Heintzelman also
serves on the Board of Directors of
SAVVIS Communications Corporation
and ITC Deltacom. Mr. Heintzelman
holds a B.A. degree in Marketing from
the University of Delaware.
Mr. Bethmann is a Vice Chairman of
Highland Partners, a retained
executive search firm, and is Global
Leader of the Technology/IT Services
and Industrial sectors. Prior to joining
Highland Partners, Mr. Bethmann was
Managing Director and co-led
Korn/Ferry International‘s Advanced
Technology practice in North America,
and established and led the firm‘s
software and emerging technologies
practice. Before joining Korn/Ferry,
Mr. Bethmann led the Southwest
James M. 53/ Director since /
Technology Practice of Russell
Bethmann Expires 2010
Reynolds Associates. Prior to
executive search, Mr. Bethmann
served as a Corporate Officer and a
President of Recognition International,
a supplier of high performance
document recognition systems, image
and workflow software solutions,
leading businesses in the Americas,
Pacific Rim and Europe. He began his
career in the U.S. Navy, achieving the
rank of Lieutenant Commander. Mr.
Bethmann holds a B.S. degree from
the U.S. Naval Academy.
The Board of Directors maintains a Nominating Committee, which is currently comprised of Messrs. Marchant,
Bethmann and Latham. Mr. Marchant serves as the Chairman.
The Audit Committee members are Mr. Richard A. Kozak, Mr. Clyde A. Heintzelman and Mr. Byron F. Marchant.
The Compensation Committee consists of Messrs. Bethmann and Latham.
TVI CORPORATION
7100 Holladay Tyler Road Glenn
Dale, Maryland 20769
www.tvicorp.com 301-
352-8800
Public Number Number Last
Names of
or of of Female Age/Term/Expiration Background Information Board Compensation Updated/
Directors
Private Directors Directors Source
Mr. Hammond has served as the
Chief Financial Officer of the
American Beverage Association and
previously held various financial
management positions with the Cash Compensation: For 2006,
Association dating back to December the Director Program consisted
1984. Mr. Hammond also serves as a of the following cash
Mark N. 48/ Director since 1996/ member of the Board of Trustees of components: (i) an annual
Public 5 0 2007 Proxy
Hammond Expires 2009 Limestone College. He is a Certified payment of $25,000, payable
Public Accountant with approximately quarterly in advance; (ii) $1,500
26 years of public accounting for each Board meeting
experience. Mr. Hammond has a attended in person; and (iii)
Bachelor of Science degree in $750 for each Committee
Accounting from Limestone College meeting attended in person, if
and is a member of several held on a day other than the day
professional accounting associations. of either a regularly scheduled
Board meeting or other
Committee meeting. The
Chairman of the Board received
$1,875 for each month of such
service, payable monthly in
advance. Additionally, the
Chairman of each Committee
received $1,875 per quarter,
payable quarterly in advance. No
additional fees are paid for
attendance at any Board or
Committee meetings. Beginning
in May 2006, the Board
eliminated the payment of any
Board compensation to directors
who are not independent. Stock
for each Board meeting
attended in person; and (iii)
$750 for each Committee
meeting attended in person, if
held on a day other than the day
of either a regularly scheduled
Board meeting or other
Mr. Yount has served as Principal
Committee meeting. The
and Chief Financial Officer of Mid-
Chairman of the Board received
Atlantic Venture Funds, a partnership
$1,875 for each month of such
consisting of four venture capital
service, payable monthly in
funds investing in growing
advance. Additionally, the
businesses located in the Mid-
Chairman of each Committee
Atlantic. From October 1998 until
received $1,875 per quarter,
joining Mid-Atlantic, Mr. Yount served
payable quarterly in advance. No
in various executive positions with
additional fees are paid for
Advanced TelCom Group, a provider
attendance at any Board or
of integrated telephone services. Mr.
Committee meetings. Beginning
Yount has also served in various
in May 2006, the Board
senior financial positions with a
eliminated the payment of any
number of technology and
Board compensation to directors
Donald C. 46/ Director since 2005/ communications companies. He is a
who are not independent. Stock
Yount, Jr. Expires 2009 Certified Public Accountant and
and Option Grants: Under the
started his career in public
current Director Program, upon
accounting. Mr. Yount has both a
their initial election to the Board
Master of Business Administration
by the Company‘s stockholders,
degree and a Bachelor of Science
independent directors receive a
degree in Business Administration
grant of options exercisable for
from the University of North Carolina
25,000 shares of Common
at Chapel Hill.
Stock, priced at the closing
Since December 2005, Mr. Yount has
trading price on the date of the
served as a member of the
annual meeting.
Company‘s Board of Directors.
Previously, he served on the Board of
Directors of Safety Tech
International, Inc., a private company
which TVI acquired by merger in
November 2005. The agreement and
He is the Chairman of F&H 2, Inc., a
consulting business that he formed in
1992 to develop strategies for
predicting emerging space, air attack,
reconnaissance and weapons
requirements in a changing political,
budgetary and technological
environment. From 1988 to 1992
General Hughes was a Senior Vice
President of Betac Corporation, an
information systems consulting
company offering design,
engineering, development,
integration, testing and life cycle
support services to a host of military
Harley A. 71/ Director since 2004/ services and law enforcement
Hughes Expires 2010 agencies. During the first Bush
administration, General Hughes
served as both deputy chief of staff
for plans and operations,
Headquarters U.S. Air Force, and the
Air Force operations deputy to the
Joint Chiefs of Staff, Washington,
D.C. During the Vietnam conflict,
General Hughes served as a
command pilot logging over 5,000
flying hours and 225 combat missions
in Southeast Asia, with numerous
military decorations and awards.
General Hughes serves as a member
of the proxy board of Pinkerton
Government Services, Inc., and as a
director of Aviation Technology
Mr. O‘Connell has served as the
Chief Executive Officer, President
and as a member of the Board of
Directors of GeoEye, Inc. and its
predecessor, formerly known as
ORBIMAGE, Inc., a publicly held
company which is a leading provider
of global space-based imagery of the
earth. Mr. O‘Connell has over 20
years of experience in
communications management and
finance. Prior to joining GeoEye, Mr.
O‘Connell was a managing director at
Crest Advisors, a New York-based
private investment bank that advises
Matthew M. 54/ Director since 2005/ and invests in middle-market
O'Connell Expires 2008 companies, especially in the media
and communications industries. Prior
to joining Crest, Mr. O‘Connell was
Senior Vice President, Legal and
Business Affairs for Sony Worldwide
Networks, a division of Sony
Corporation specializing in radio and
Internet programming. Before
working at Sony, he served as Senior
Vice President and General Counsel
of Osborn Communications
Corporation, a publicly-traded radio
and television station operator. Prior
to his tenure at Osborn, Mr.
O‘Connell was the Assistant General
Counsel at Cablevision Systems
Corporation, where he was
Since 1996, Mr. Parchman has
served as a co-founder and partner
of Parchman, Vaughan & Company,
L.L.C., a Baltimore-based investment
banking firm providing investment
banking services to the education
and training industries and related
businesses. From 1990 to 1996, prior
to founding Parchman, Vaughan, Mr.
Parchman managed the investment
banking business of Ferris, Baker
Watts, Incorporated, the largest full-
service investment banking firm
headquartered in Washington, D.C.,
and served on its Board of Directors.
Todd L. 52/ Director since 2005/ Mr. Parchman started his career in
Parchman Expires 2008 1975 as a corporate banker in the
First National Bank of Chicago‘s First
Scholar program. In 1979, he joined
Norwest Corporation in Minneapolis
and ultimately became Senior Vice
President and Managing Officer of its
Norwest Energy Finance unit. In
1985, he founded Signet Investment
Banking Company and served as its
Senior Managing Director. Mr.
Parchman has served on a number
of non-profit and corporate boards in
his 30 year career. Mr. Parchman has
taught graduatelevel courses in
finance and negotiation at Johns
Hopkins University and St. Thomas
University. Mr. Parchman is also a
Audit Committee: Todd L. Parchman (Chair), Mark N. Hammond and Matthew M. O‘Connell
Compensation Committee: Matthew M. O‘Connell (Chair), Mark N. Hammond and Todd L. Parchman All of the
members are outside directors who are not officers or employees of the Company and satisfy the independence
requirements of the NASDAQ Stock Market. General Hughes served as Chair of the Committee until April 18,
2007 when he was appointed Interim President and Chief Executive Officer.
Corporate Governance: Mark N. Hammond (Chair), Todd L. Parchman and Matthew M. O‘Connell
Under Amour, Inc.
1020 Hull Street, 3rd Floor
Baltimore, Maryland 21230
www.underamour.com (617)
587-8905
Public Number Number Last
of Names of
or of Age/Term/Expiration Background Information Board Compensation Updated/
Female Directors
Private Directors Source
Director
Kevin A. Plank has been our President, Chief Annual Retainer for each
Executive Officer and Chairman of the Board Director $20,000. Each Board
of Directors since our inception. Mr. Plank or Committee meeting
35/ Director since inception/
Public 7 0 Kevin A. Plank also is a member of the Board of Trustees of attended $1,000 if attended in 2008 Proxy
Expires 2009
the University of Maryland. Mr. Plank‘s person
brother is J. Scott Plank, our Senior Vice $500 if attended by
President of Retail. telephone. Annual Retainer
Since 1985, Mr. Adams has been a for Committee Chair. Audit
managing director of Rosewood Capital, Committee $10,000
Byron K. Adams, 53/ Director since 2003/
LLC, a private equity firm that, through its Compensation Committee
Jr. Expires 2009
affiliates, the Rosewood entities, has been $7,500. ominating and
one of our significant investors. Corporate Governance
Mr. Coltharp is currently Executive Vice
President and Chief Financial Officer of Saks
Incorporated, where he has worked since
1996. Saks Incorporated announced on May
9, 2005 that its audit committee had
concluded an internal investigation into
alleged improper collections of vendor
markdown allowances. Saks stated that Mr.
Coltharp was found to have no culpability
with respect to the subject matter of the
investigation but was relieved of
responsibilities for accounting and financial
Douglas E. 46/ Director since 2004/
reporting matters. Saks also announced that
Coltharp Expires 2009
the SEC and the U.S. Attorney for the
Southern District of New York are
investigating these matters, and that
shareholder derivative suits have been filed
in respect thereof against the directors and
several executive officers of Saks, including
Mr. Coltharp. Mr. Coltharp is serving on the
board of Stratus Technologies, Inc. and as a
member of its audit committee. Mr. Coltharp
is also currently serving on the board of Ares
Capital Corp., and as a member of its audit
and nomination committees.
Mr. Krongard served as Executive Director of
the Central Intelligence Agency from 2001 to
2004 and as counselor to the director of the
Central Intelligence Agency from 2000 to
2001. Mr. Krongard previously served in
various capacities at Alex.Brown,
Incorporated, including as Chief Executive
Officer and Chairman of the Board. Upon the
71/ Director since 2005/ merger of Alex.Brown with Bankers Trust
A.B. Krongard
Expires 2009 Corporation in September 1997, Mr.
Krongard became Vice Chairman of the
Board of Bankers Trust and served in such
capacity until joining the Central Intelligence
Agency in 2001. Mr. Krongard currently
serves as a non-executive Chairman of the
Board of Directors of PHH Corp., is the
chairman of its executive and corporate
governance committees and is a member of
its compensation committee. Mr. Krongard is
also currently serving on the board of the law
firm DLA Piper Rudnick Gray Carey.
Mr. McDermott is the President and Chief
Executive Officer of SAP Americas, a
business software company that provides
collaborative business solutions to
companies of all sizes, and a Corporate
Officer of SAP AG, SAP Americas‘ parent
William R. 46/ Director since 2005/
company. Prior to joining SAP in 2002, Mr.
McDermott Expires 2009
McDermott served as Executive Vice
President of Worldwide Sales Operations at
Siebel Systems from 2001 to 2002, and
President of Gartner, Inc. from 2000 to 2001.
Mr. McDermott is also a member of the
Advisory Board for Villanova University.
Prior to the acquisition of Nautica
Enterprises, Inc. by VF Corporation in
September 2003, Mr. Sanders had been
Chairman of the Board of Directors since
1993 and served as President and Chief
58/ Director since 2004/ Executive Officer of Nautica Enterprises, Inc.
Harvey L. Sanders
Expires 2009 from 1978 to 1993. Mr. Sanders is currently a
board member of the Boomer Esiason
Foundation for Cystic Fibrosis and the
Starlight Starbright Foundation and a
member of the Board of Trustees of the
University of Maryland.
Mr. Sippel is currently a partner of the law
firm Gill Sippel & Gallagher, where he has
61/ Director since 2001/
Thomas J. Sippel worked since 1977, specializing in
Expires 2009
corporation and company formation and
representation of businesses.
Audit Committee: Byron K. Adams, Jr., A.B. Krongard (Chair), Douglas E. Coltharp
Compensation Committee: Byron K. Adams, Jr., William R. McDermott, Harvey L. Sanders (Chair).
Nominating Committee: Douglas E. Coltharp, William R. McDermott (Chair), Harvey L. Sanders
USEC Inc.
Two Democracy Center
6903 Rockledge Drive
Bethesda, Maryland 20817
www.usec.com (301) 564-3200
Number Number Last
Public or
of of Female Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private
Directors Directors Source
Mr. Mellor retired in 1997 as
Chairman and Chief Executive
Officer of General Dynamics
Corporation, a company engaged in
shipbuilding and marine systems,
land and amphibious combat
systems, information systems, and
business and business aviation
businesses, a position he held since
1994. Prior to assuming that position,
77/ Director since 1998/
Public 10 1 James R. Mellor Mr. Mellor was President and Chief During the 2007 — 2008 2008 Proxy
Expires 2009
Executive Officer from 1993 to 1994 term and in future years, non-
and was previously President and employee directors receive
Chief Operating Officer of General an annual retainer of
Dynamics. Mr. Mellor served as $180,000, consisting of
interim President and Chief Executive $80,000 in cash and
Officer of the Company from restricted stock units with a
December 2004 to October 2005. Mr. value of $100,000 under the
Mellor also serves on the Board of USEC Inc. 1999 Equity
Trustees of the Scripps Research Incentive Plan. These
Institute. restricted stock units will
vest on the first to occur of:
(1) one year from the date of
grant; (2) termination of the
director‘s service by reason
of retirement, death or
disability; or (3) change in
control. No separate
meeting fees are paid. The
chairman of the Audit,
Finance and Corporate
Responsibility Committee
receives an annual
$80,000 in cash and
restricted stock units with a
value of $100,000 under the
USEC Inc. 1999 Equity
Incentive Plan. These
restricted stock units will
vest on the first to occur of:
Mr. Armacost is a Walter H.
(1) one year from the date of
Shorenstein distinguished fellow and
grant; (2) termination of the
visiting professor in the Asia/Pacific
director‘s service by reason
Research Center at Stanford
of retirement, death or
University. Mr. Armacost served as
disability; or (3) change in
President and a Trustee of The
control. No separate
Brookings Institution from 1995 to
meeting fees are paid. The
Michael H. 70/ Director since 2002/ 2002. He served as Undersecretary
chairman of the Audit,
Armacost Expires 2009 of State for Political Affairs from 1984
Finance and Corporate
to 1989, as U.S. Ambassador to
Responsibility Committee
Japan from 1989 to 1993 and to the
receives an annual
Philippines from 1982 to 1984. Mr.
chairman‘s fee of $20,000 in
Armacost serves on the board of
cash, the chairman of the
directors of AFLAC Inc.,Applied
Compensation Committee
Materials Inc., and Cargill,
receives an annual
Incorporated.
chairman‘s fee of $10,000 in
cash, and the chairman of
Dr. Brown is the President of the
each other committee
Fashion Institute of Technology of the
receives an annual
State University of New York, a
chairman‘s fee of $7,500 in
position she has held since 1998.
cash. Directors have the
From 1994 to 1997, Dr. Brown was a
option to receive their cash
professor of clinical psychology at the
fees in restricted stock units.
City University of New York, where
61/ Director since 1998/ she previously held several Vice
Joyce F. Brown
Expires 2009 Chancellor positions. From 1993 to
1994, she served as the Deputy
Mayor for Public and Community
Affairs in the Office of the Mayor of
the City of New York. Dr. Brown also
serves on the board of directors of
Polo Ralph Lauren Corporation and
the PAXAR Corporation.
Mr. Doyle is a consultant to and a
director of several for profit
companies and not for profit
organizations. From July 2002
through March 2003, he served as
Senior Vice President and Chief
Financial Officer of Foster Wheeler,
Inc. Prior to joining Foster Wheeler,
60/ Director since 2006/ Mr. Doyle was Executive Vice
Joseph T. Doyle
Expires 2009 President and Chief Financial Officer
of U.S. Office Products from 1998
through 2001, Chief Financial Officer
of Westinghouse Electric Company‘s
Industrial Group from 1996 through
1998, and Chief Financial Officer of
Allison Engine Company (now Rolls
Royce Allison) from 1994 through
1996.
Mr. Habermeyer retired in 2006 as
President and Chief Executive Officer
of Progress Energy Florida, a
subsidiary of Progress Energy, Inc., a
diversified energy company. Mr.
Habermeyer joined Progress Energy
predecessor, Carolina Power & Light
in 1993 and served as Vice President
of Nuclear Services and
Environmental Support, Vice
H. William 65/ Director since 2008/ President of Nuclear Engineering,
Habermeyer Expires 2009 and Vice President of the Western
Region in North Carolina, before
assuming the role of President and
Chief Executive Officer of Progress
Energy Florida in 2000. Prior to that,
Mr. Habermeyer had a 28-year
career in the U.S. Navy, retiring as a
Rear Admiral. Mr. Habermeyer also
serves on the Board of Directors of
Raymond James Financial, Inc. and
Southern Company.
Mr. Hall retired in 1997 as Chairman
of the Board of Directors of Ashland,
Inc., a company engaged in road
construction, specialty chemicals,
lubricants, car-care products,
chemical and plastics distribution and
transportation fuels businesses, a
75/ Director since 1998/ position he held since 1981. Mr. Hall
John R. Hall
Expires 2009 also was Chief Executive Officer of
Ashland, Inc. from 1981 to 1996. Mr.
Hall was Chairman of the board of
directors of Arch Coal, Inc. from 1997
to 1998, and a director until 1999. Mr.
Hall also serves on the board of
directors of Humana Inc. and
GrafTech International Ltd.
Dr. Madia is a vice president at
Stanford University responsible for
oversight of the Stanford Linear
Accelerator Center, a U.S.
Department of Energy national
science lab. Dr. Madia retired in 2007
as Executive Vice President of
Laboratory Operations of the Battelle
Memorial Institute, a non-profit
independent research and
development organization, where he
60/ Director since 2008/ oversaw the management or co-
William J. Madia
Expires 2009 management of six Department of
Energy National Laboratories. Dr.
Madia served in that position since
1999 and prior to assuming that role,
he managed Battelle‘s global
environmental business, served as
president of Battelle Technology
International, director of Battelle‘s
Columbus Laboratories, and
corporate vice president and general
manager of Battelle‘s Project
Management Division.
Mr. Moore has been President and
Chief Executive Officer of the
American Forest and Paper
Association, the national trade
association of the forest, paper and
wood products industry, since 1995.
He was also President of the
International Council of Forest
68/ Director since 2001/
W. Henson Moore Product Associations from 2002 to
Expires 2009
2004. Mr. Moore was previously
Deputy Secretary of Energy from
1989 to 1992 and in 1992 became
Deputy Chief of Staff for President
George Bush. From 1975 to 1987 he
represented the Sixth Congressional
District of Louisiana in the U.S.
House of Representatives.
Mr. Paquette retired in 1997 as
Chairman and Chief Executive
Officer of PECO Energy Company, a
company engaged in the production,
purchase, transmission, distribution,
and sale of electricity and the
distribution and sale of natural gas, a
position he held since 1988. Before
Joseph F. Paquette, 73/ Director since 2001/
that, Mr. Paquette held positions with
Jr. Expires 2009
Consumers Power Company as
President, and Senior Vice President
and Chief Financial Officer, and with
Philadelphia Electric Company as
Chief Financial Officer. Mr. Paquette
also serves on the board of directors
of CMS Energy Corporation and the
Mercy Health System.
Mr. Welch has been President and
Chief Executive Officer since October
2005. Prior to joining USEC, he
served as a consultant to several
government and corporate entities.
He was executive Vice President and
Group Executive, Marine Systems at
General Dynamics Corporation from
March 2002 to March 2003, and
Senior Vice President and Group
57/ Director since 2005/
John K. Welch Executive, Marine Systems from
Expires 2009
January 2000 to March 2002. Prior to
that, Mr. Welch held several
executive positions over a ten year
period at General Dynamics‘ Electric
Boat Corporation, including President
from 1995-2000. Mr. Welch currently
serves on the board of directors of
Battelle Memorial Institute, the U.S.
Naval Academy Foundation and
Precision Custom Components Inc.
Audit Committee: Michael H. Armacost, W. Henson Moore, Joseph F. Paquette, Jr. (Chair), Joseph T. Doyle
Compensation Committee: Joyce F. Brown, John R. Hall (Chair), Joseph T. Doyle, and H. William Habermeyer
Nominating Committee: John R. Hall, Michael H. Armacost (Chair), and Joyce F. Brown
Regulatory and Government Affairs Committee: James R. Mellor, William J. Madia, and W. Henson Moore (Chair)
Technology and Competition Committee: H. William Habermeyer, William J. Madia (Chair), and Joseph F. Paquette, Jr.
United Therapeutics Corp.
1110 Spring Street
Silver Spring, MD 20910
www.unither.com
(301) 608-9292
Number Number Last
Public or Names of Business Background
of of Female Age/Term/Expiration Board Compensation Updated/
Private Directors Information
Directors Directors Source
Professor Dwek is a Fellow of the
Royal Society, London, and
currently serves as Director of the
Glycobiology Institute, Professor of
Biochemistry, and Head of the
Board Membership $ 25,000.
Department of Biochemistry at the
Lead Director(1) $ 25,000.
University of Oxford. Professor
Committee Chairmanship(2):
Dwek has been serving in various
Audit Committee $ 20,000.
positions at the University of
Compensation Committee $
Oxford since 1966. In 1988,
15,000. Nominating and
Professor Dwek was the scientific
Raymond 64/ Director since 2002/ Governance Committee $
Public 8 0 founder of Oxford GlycoSciences 2008 Proxy
Dwek Expires 2011 10,000. Committee
PLC, which was publicly traded on
Membership(2): Audit
the London Stock Exchange and
Committee $ 10,000.
he served as a member of its
Compensation Committee $
Board of Directors until its sale in
7,500. Nominating and
2003. Professor Dwek and his
Governance Committee $
team at Oxford University are the
5,000
discoverers of United
Therapeutics‘ glycobiology
platform. He has served as a
United Therapeutics director since
2002.
Dr. Jeffs joined United
Therapeutics in September 1998
as Director of Research,
Development and Medical. Dr.
Jeffs was promoted to Vice
President of Research,
Development and Medical in July
2000, and to President and Chief
Roger Jeffs, 44/ Director since 2002/ Operating Officer in January 2001.
Ph.D. Expires 2011 Prior to 1998, Dr. Jeffs worked at
Amgen, Inc. as Manager of Clinical
Affairs and Associate Director of
Clinical Research from 1995 to
1998. Prior to Amgen, Dr. Jeffs
worked in the clinical research
group of Burroughs Welcome Co.
He has served as a United
Therapeutics director since 2002.
Professor Patusky was appointed
by the United Therapeutics Board
of Directors to serve as a Class III
director effective October 24, 2002.
Professor Patusky is the Executive
Director and a member of the
faculty of the University of
Christopher
42/ Director since 2002/ Pennsylvania‘s Fels Institute of
Patusky, J.D.,
Expires 2011 Government where he has worked
M.G.A.
since January 2002. From 1995 to
2001, Professor Patusky practiced
law as a principal in the law firm,
Mahon Patusky Rothblatt & Fisher,
Chartered. He has served as a
United Therapeutics director since
2002.
Mr. Causey has served as the
Principal of Causey Consortium, a
professional services organization
providing strategic planning and
marketing advice to the healthcare
industry since 2002. Previously,
Mr. Causey served as a senior
marketing officer in a variety of
health care and technology
companies. From 2001 to 2002,
Mr. Causey served as the Chief
Marketing Officer for Definity
Health Incorporated. From 1999 to
Christopher
43/ Director since 2003/ 2001, Mr. Causey served as the
Causey,
Expires 2010 Vice President for Marketing for
M.B.A.
DirectAg.com Incorporated. From
1997 to 1999, Mr. Causey served
as the Vice President for Marketing
for Allina Health System
Incorporated. Prior to 1997, Mr.
Causey served as the Director of
Marketing and Account
Management for Blue Cross and
Blue Shield of Minnesota. Mr.
Causey was elected a United
Therapeutics director at the 2003
Annual Meeting of Stockholders
and his term expires in 2007.
In 2002, Mr. Gray founded Core
Concepts, LLC, a strategic and
financial consulting firm and he has
continued to serve as its managing
member. Since 2004, Mr. Gray has
served as a director of Earth
Search Sciences, Inc., a publicly
traded company. From September
2001 to May 2004, Mr. Gray
served as Director and acting Chief
Financial Officer of Power3
Medical Products, Inc., a publicly
traded company. From 2003 to
November 2004, Mr. Gray had
served as a director of Vertica
42/ Director since 2003/ Software, Inc., a publicly traded
R. Paul Gray
Expires 2010 company until the completion of a
merger transaction in November
2004. From 1999 to 2001, Mr.
Gray served as a Director and
Chief Financial Officer of
Millennium Health
Communications, Inc., a start-up
high technology company whose
select intellectual properties were
purchased and were operated by
Power3 Medical Products, Inc. In
2001 and until May 2002, Mr. Gray
also served as a Director and Chief
Financial Officer of Reli-
Communications, Inc., which
operated telecommunications
properties. Reli-Communications
Mr. Kurzweil is an inventor,
entrepreneur and author, and has
created several important
technologies in the artificial
intelligence field. He has received
the National Medal of Technology,
the MIT-Lemelson Prize, eleven
honorary doctorates and honors
from three U.S. Presidents. Mr.
Raymond 58/ Director since 2002/ Kurzweil was selected as a 2002
Kurzwiel Expires 2009 inductee into the National Inventors
Hall of Fame. Since 1995, Mr.
Kurzweil has served as the Chief
Executive Officer of Kurzweil
Technologies, Inc., a technology
development firm. He also serves
as a member of the board of
directors of Inforte Corp., a publicly
traded technology consulting
company.
Dr. Rothblatt started United
Therapeutics in 1996 and has
served as Chairman and Chief
Executive Officer since its
inception. Prior to founding United
Therapeutics, she founded and
served as Chief Executive Officer
of Sirius Satellite Radio, co-
founded and served as Chief
Operating Officer of satellite sound
broadcasting pioneer WorldSpace
Corp., and was principally
responsible for several other
unique applications of satellite
Martine A. communications technology. She
Rothblatt, 51/ Director since 1996/ also represented the radio
Ph.D., J.D., Expires 2009 astronomy interests of the National
M.B.A. Academy of Sciences‘ Committee
on Radio Frequencies before the
FCC and led the International Bar
Association‘s efforts to present the
United Nations with a draft Human
Genome Treaty. Dr. Rothblatt is
President of the William Harvey
Medical Research Foundation and
past-Chairman of the Law and
Medicine Committee of the
International Bar Association. Her
book, Your Life or Mine: How
Geoethics Can Resolve the
Conflict Between Public and
Private Interests In
Xenotransplantation , was
Dr. Sullivan currently serves as a
Director of Brystol-Meyers Squibb
Company, 3M Corporation,
Georgia-Pacific Corporation,
CIGNA Corporation, Henry Schein,
Inc. BioSante Pharmaceuticals,
Inc. and Inhibitex, Inc. Dr. Sullivan
was the founding President of
Morehouse School of Medicine
from 1981 to 1989 and 1993 to
2002, and Dr. Sullivan is now
President Emeritus of Morehouse
Louis W. 72/ Director since 2002/
School of Medicine. Dr. Sullivan
Sullivan, M.D. Expires 2009
also serves as a founder and
Chairman of Medical Education for
South African Blacks, Inc., a
member of the National Executive
Council for the Boy Scouts of
America and a member of the
Board of Trustees of the Little
League of America. Dr. Sullivan
served as Secretary of the United
States Department of Health and
Human Services from 1989 to
1993.
Audit Committee Members: R. Paul Gray (Chair), Christopher Causey, M.B.A., and Christopher Patusky, J.D., M.G.A.
Compensation Committee Members: Christopher Causey, M.B.A. (Chair), R. Paul Gray, and Louis Sullivan, M.D.
Nominating and Governance Committee Members: Christopher Patusky, J.D., M.G.A (Chair), Raymond Dwek, F.R.S., and Louis Sullivan, M.D.
Universal Security Instruments, Inc.
7-A GWYNNS MILL COURT
OWINGS MILLS, MARYLAND 21117
www.universalsecurity.com
(410) 363-3000
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
RONALD A. SEFF, M.D. has been in the During the Company‘s
private practice of ophthalmology since 1977. fiscal year ended
Ronald A. 60/ Director since 2002/ From 1977 until 1998, Dr. Seff practiced with, March 31, 2008, Mr.
Public 4 0 2008 Proxy
Seff, M.D. Expires 2009 and was a senior executive of, a large Grossblatt, the
medical practice with four offices in Company‘s president
Maryland. and chief executive
officer, received no
CARY LUSKIN has been in the retail additional
electronic business since 1978. Since 1998, compensation for
51/ Director since 2002/
Cary Luskin Mr. Luskin has been President of The Big serving as a director.
Expires 2009
Screen Store, Inc., a chain of large-screen Directors are eligible to
television retail stores. participate in the
Company‘s Non-
Ira F. Bormel was appointed by the Board on
Qualified Stock Option
July 24, 2008 to serve the remaining portion
Plan. During the
of Dr. Howard B. Silverman‘s term of office
Company‘s fiscal year
following Dr. Silverman‘s passing in March
ended March 31,
2008. Since 1999, Mr. Bormel has served as
Ira F. 47/ Director since 2008/ 2008, the Company
chief financial officer of Berman Enterprises
Bormel Expires 2009 paid to each of Mr.
LLC and related companies, a Maryland
Luskin and Dr. Seff a
based owner, developer and manager of
$10,000 fee for annual
office and retail commercial properties. Mr.
service as a director
Bormel is also a former controller and chief
and $7,500 to Dr.
financial officer of the Company.
Silverman. Directors‘
compensation is
payable in cash or
Shares (computed at
the closing price as
reported by the Amex
on the date of the
payment).
paid to each of Mr.
Luskin and Dr. Seff a
$10,000 fee for annual
service as a director
and $7,500 to Dr.
Silverman. Directors‘
HARVEY B. GROSSBLATT was Chief compensation is
Financial Officer of the Company from 1983 payable in cash or
until August 2004, Secretary and Treasurer Shares (computed at
Harvey B. 61/ Director since 1996/ of the Company from 1988 until August the closing price as
Grossblatt Expires 2011 2004, Chief Operating Officer of the reported by the Amex
Company from April 2003 through August on the date of the
2004, and Chief Executive Officer since payment).
August 2004.
The members of the Audit Committee are Mr. Luskin (Chairman), Dr. Seff and Dr. Silverman.
The independent members of the Company‘s Board of Directors acts as a nominating committee for the annual
selection of its nominees for election as directors.
The Board‘s Compensation Committee consists of Mr. Luskin (Chairman), Dr. Seff and Mr. Bormel.
VANDA PHARMACEUTICALS INC. 9605
Medical Center Drive, Suite 300
Rockville, Maryland 20850
Telephone: 240.599.4500
Facsimile: 301.294.1900
www.vandapharma.com
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
Dr. Tananbaum has served as a Managing
Partner of Prospect Venture Partners II, a
dedicated life science venture fund group
which he co-founded in 2000. Prior to co-
founding Prospect Venture Partners, he co-
founded and served as Chief Executive
Officer of Theravance, Inc. from 1997 to
2000. Dr. Tananbaum also served as a
Partner at Sierra Ventures, from 1993 to On December 19, 2005, our
1997. Dr. Tananbaum cofounded GelTex Board of Directors adopted a
Pharmaceuticals, Inc. in 1991. He is an compensation program for
James B. officer of the Young Presidents‘ outside directors. Pursuant to
44/ Director since 2004/
Public 8 0 Tananbaum, Organization, Golden Gate Chapter and a this program, each member 2008 Proxy
Expires 2010
M.D., Ph.D. member of the World Economic Forum and of our Board of Directors who
the Harvard-MIT Health Science and is not our employee receives
Technology Visiting Committee. Dr. a $25,000 annual fee as well
Tananbaum serves as a director of as $2,500 for each board
numerous public and private healthcare meeting attended in person
companies, including Cogentus ($1,250 for meetings
Pharmaceuticals, Inc., Jazz attended by telephone). The
Pharmaceuticals, Inc., PathWorks, Inc. and Chairman of the Board of
Novavax, Inc. Dr. Tananbaum holds a Directors receives an
bachelor‘s degree and a B.S.E.E. from Yale additional annual fee of
University and an M.D. and an M.B.A. from $10,000, and the chairman of
Harvard University. each committee of the Board
of Directors receives an
additional annual fee of
$2,000. Each director
receives $1,000 for each
meeting of any committee of
the Board of Directors
attended by telephone). The
Chairman of the Board of
Directors receives an
additional annual fee of
$10,000, and the chairman of
each committee of the Board
of Directors receives an
Mr. Ramsay has served as a Partner of additional annual fee of
Care Capital, LLC, which he co-founded in $2,000. Each director
2000. Prior to founding Care Capital, Mr. receives $1,000 for each
Ramsay served as a Managing Director of meeting of any committee of
the Rhône Group, LLC, from 1997 to 2000 the Board of Directors
44/ Director since 2004/ and co-founded Rhône Capital, LLC, a attended in person or by
David Ramsay
Expires 2010 private equity investment fund. Mr. Ramsay telephone. Under the director
previously worked at Morgan Stanley compensation program
Capital Partners. Mr. Ramsay holds an A.B. adopted on December 19,
in Mathematics from Princeton University 2005, each member of our
and an M.B.A. from the Stanford University Board of Directors who is not
Graduate School of Business. our employee and who is
elected after December 19,
Mr. Watkins has served as the President 2005 initially receives a
and Chief Executive Officer of Human nonstatutory option to
Genome Sciences, Inc. and as a member purchase 35,000 shares of
of its board of directors since 2004. Prior to our Common Stock upon
his tenure at Human Genome Sciences election, and each member
Inc., Mr. Watkins served as President of of our Board of Directors who
TAP Pharmaceutical Products, Inc. Mr. is not our employee will also
Watkins previously held a series of receive, upon the conclusion
executive positions over the course of of each annual meeting of
H. Thomas 55/ Director since 2006/ nearly twenty years with Abbott our stockholders, an option
Watkins Expires 2010 Laboratories. Mr. Watkins also serves on to purchase 15,000 shares of
the Board of Trustees of the College of our Common Stock.
William and Mary Foundation, and is a
member of the College of William and Mary
Mason School of Business Foundation. He
holds a bachelor‘s degree from the College
of William and Mary, and a master‘s degree
in business administration from the
University of Chicago Graduate School of
Business.
Dr. Karabelas has served as a Partner of
Care Capital, LLC since 2001. Prior to his
tenure at Care Capital, Dr. Karabelas was
the Founder and Chairman of the Novartis
BioVenture Fund,from July 2000 to
December 2001. From 1998 to 2000, he
served as Head of Healthcare and CEO of
Worldwide Pharmaceuticals for Novartis.
Prior to joining Novartis, Dr. Karabelas was
Executive Vice President of SmithKline
Beecham responsible for U.S. operations,
European operations, Regulatory, and
Dr. Argeris N. 55/ Director since 2003/ Strategic Marketing, from 1981 to 1998. He
Karabelas Expires 2011 is a member of the Scientific Advisory
Council of the Massachusetts General
Hospital, the Harvard-MIT Health Science
and Technology Visiting Committee,
Chairman of Human Genome Sciences,
Inc., Chairman of NitroMed, Inc., Chairman
of SkyePharma plc, Chairman of Inotek,
Inc., a director of Renovo, plc and a
Trustee of Fox Chase Cancer Center and
the Philadelphia University of the Sciences.
Dr. Karabelas holds a Ph.D. in
Pharmacokinetics from the Massachusetts
College of Pharmacy.
From 1976 to September 2002, Mr. Dugan
served as a Partner with Ernst & Young,
LLP, where he served in a variety of
managing and senior partner positions,
including Mid-Atlantic Area Senior Partner
from 2001 to 2002, Mid-Atlantic Area
Managing Partner from 1989 to 2001 and
Pittsburgh Office Managing Partner from
1979 to 1989. Mr. Dugan retired from Ernst
Richard W. 66/ Director since 2005/ & Young, LLP in September 2002. Mr.
Dugan Expires 2011 Dugan currently serves on the board of
directors of two other publicly-traded
pharmaceutical companies, Advancis
Pharmaceutical Corporation and Critical
Therapeutics, Inc. and on the board of
directors of a privately-owned
pharmaceutical company, Xanthus
Pharmaceuticals, Inc. Mr. Dugan holds a
B.S.B.A. from Pennsylvania State
University.
Dr. Halak has served as a Principal at
Domain Associates, a venture capital firm
based in Princeton, New Jersey, since 2001
and became a Partner in January 2006.
Prior to joining Domain Associates, he
served as an Associate of the venture
capital firm Advanced Technology
Brian K. Halak, 36/ Director since 2004/
Ventures, from 2000 to 2001. Dr. Halak
Ph.D. Expires 2011
serves on the Investment Advisory Council
for Ben Franklin Technology Partners and
BioAdvance, both seed stage investment
groups in Philadelphia. Dr. Halak holds a
B.S.E. from the University of Pennsylvania
and a Ph.D. in Immunology from Thomas
Jefferson University.
Mr. Pien has served as President and Chief
Executive Officer and a Director of
Medarex, Inc since June 2007. Prior to his
tenure at Medarex, Mr. Pien served as
President and Chief Executive Officer of
Chiron Corporation until April 2006 when it
was acquired by Novartis. He joined Chiron
from GlaxoSmithKline (formerly SmithKline
Beecham), where he served as President,
51/ Director since 2007/
Howard H. Pien Pharmaceuticals for SmithKline Beecham
Expires 2009
and later as President of GlaxoSmithKline‘s
International Pharmaceuticals business. Mr.
Pien has also held positions in sales,
market research, licensing and product
management at Abbott Laboratories and
Merck & Co. Mr. Pien earned a B.S. from
the Massachusetts Institute of Technology
and an M.B.A. from Carnegie-Mellon
University.
Prior to joining Vanda, Dr. Polymeropoulos
was Vice President and Head of the
Pharmacogenetics Department at Novartis
AG from 1998 to 2003. Prior to his tenure at
Novartis, he served as Chief of the Gene
Mihael H.
48/ Director since 2003/ Mapping Section, Laboratory of Genetic
Polymeropoulos
Expires 2011 Disease Research, National Human
, M.D.
Genome Research Institute, from 1992 to
1998. Dr. Polymeropoulos is the cofounder
of the Integrated Molecular Analysis of
Genome Expression (IMAGE) Consortium.
Dr. Polymeropoulos holds a degree in
Medicine from the University of Patras.
Audit Committee: Richard W. Dugan (Chair), Brian K. Halak, Ph.D., David Ramsay
Compensation Committee: Dr. Argeris N. Karabelas (Chair), James B. Tananbaum, M.D., H. Thomas Watkins, and Howard H. Pien
Nominating Committee: Dr. Argeris N. Karabelas, Brian K. Halak, Ph.D. (Chair), H. Thomas Watkins
VOCUS, INC.
4296 Forbes Boulevard
Lanham, Maryland 20706
301.459.2590
www.vocus.com
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
In 2007, we paid each non-
Gary Golding, 49, has been a member of employee director an annual
our Board of Directors since January 2000. retainer of $15,000, and a fee
Mr. Golding has been a general partner with per meeting attended of $1,200
Edison Venture Fund, a venture capital for each board meeting of four
fund, since November 1997. Mr. Golding hours or more attended in
50/Director since
Public 6 0 Gary Golding also serves on the boards of directors of person, and $600 for each 2008 Proxy
2000/Expires in 2009
several privately held companies. Mr. board meeting of less than four
Golding holds a B.A. degree in management hours attended in person and
from Boston College and a Masters degree each board meeting in which
in Urban and Regional Planning from the the director participated
University of Pittsburgh. telephonically. We sometimes
also pay a similar fee for
attending committee meetings,
depending on factors such as
the length and significance of
the meetings. In 2007, the
chairperson of the Audit
Committee received an
additional annual retainer of
$12,000, and the chairperson
of each other standing
committee received an
additional annual retainer of
$4,000. In 2008, non-employee
directors will receive an annual
retainer of $40,000 and the
chairperson of the audit
committee and the lead
director/chairperson of the
compensation committee will
receive an additional retainer
of $10,000. No additional fees
will be paid for attending
person, and $600 for each
board meeting of less than four
hours attended in person and
each board meeting in which
the director participated
telephonically. We sometimes
also pay a similar fee for
Richard Moore, 57, has been a member of attending committee meetings,
our Board of Directors since January 2000. depending on factors such as
Mr. Moore has been an independent the length and significance of
consultant since February 2006. From the meetings. In 2007, the
November 2003 to November 2005, Mr. chairperson of the Audit
Moore served as Vice President, Marketing Committee received an
and Vice President, Worldwide Sales for additional annual retainer of
58/Director since 2000 $12,000, and the chairperson
Richard Moore BNX Systems, Inc., a software provider.
/Expires in 2009 of each other standing
From March 1999 to November 2003, Mr.
Moore was Chief Marketing Officer, Office committee received an
of the President of Cyveillance, Inc., a additional annual retainer of
software service provider for online risk $4,000. In 2008, non-employee
monitoring and management. Mr. Moore directors will receive an annual
holds a B.A. degree in communications from retainer of $40,000 and the
the University of Maryland. chairperson of the audit
committee and the lead
director/chairperson of the
Robert Lentz, 45, co-founded Vocus and compensation committee will
has served as our Chief Technology Officer receive an additional retainer
since 1992. Mr. Lentz has been a member of $10,000. No additional fees
46/Director since
Robert Lentz of our Board of Directors since 1992. Prior will be paid for attending
1992/Expires in 2010
to joining Vocus, Mr. Lentz served as meetings.
President of Dataway Corporation, a
software development company.
receive an additional retainer
of $10,000. No additional fees
will be paid for attending
meetings.
Kevin Burns, 57, has been a member of our
Board of Directors since October 2000. Mr.
Burns has been a managing principal of
Lazard Technology Partners, a venture
capital firm, since March 1998. Mr. Burns
founded Intersolv, Inc. (formerly Sage
58/Director since Software), a software company, in 1982 and
Kevin Burns
2000/Expires in 2011 served as its President and Chief Executive
Officer until 1997. Mr. Burns also serves on
the board of directors of several privately
held companies. Mr. Burns holds a B.S.
degree in finance from Ohio State University
and an M.B.A. in finance from the University
of Colorado.
Ronald Kaiser, 52, has been a member of
our Board of Directors since January 2005.
Mr. Kaiser has served as the Chief Financial
Officer of PharmAthene, Inc., a bio-defense
company, since March 2005. From February
2003 to March 2005, Mr. Kaiser served as
Chief Financial Officer, Treasurer and
Secretary of Air Cargo, Inc., a freight
logistics and bill processing provider. In
December 2004, Air Cargo filed a voluntary
petition for bankruptcy under Chapter 11 of
the United States Bankruptcy Code with the
United States Bankruptcy Court. From June
53/Director since 2002 to January 2003, Mr. Kaiser was self-
Ronald Kaiser
2005/Expires in 2011 employed. From May 1998 to June 2002,
Mr. Kaiser served as Chief Financial Officer,
Treasurer and Secretary of OTG Software,
Inc., a storage software development,
manufacturing, sales and distribution
company. Mr. Kaiser has also served as a
member of the board of directors of OPNET
Technologies, Inc., a public company, since
October 2003 and as a managing director of
the Chesapeake Innovation Center, a
Maryland incubator, since September 2003.
Mr. Kaiser holds B.A. degrees in accounting
and in multidisciplinary-prelaw from
Michigan State University.
Richard Rudman, 45, co-founded Vocus
and has served as our Chief Executive
Officer, President and Chairman since
1992. From 1986 through 1992, Mr.
Rudman served as a senior executive at
Dataway Corporation, a software
development company. From 1984 through
1986, Mr. Rudman served as an accountant
and systems analyst at Barlow Corporation,
Richard 46/Director since
a privately held real estate development and
Rudman 1992/Expires in 2011
management company. From 1979 through
1983, Mr. Rudman served in the United
States Air Force. Mr. Rudman also serves
on the board of directors of Innovectra
Corporation, a privately held technology
company. Mr. Rudman holds a B.S. degree
in accounting from the University of
Maryland and is a Certified Public
Accountant.
Audit Committee: Messrs. Kaiser, Golding and Moore
Compensation Committee: Messrs. Bronfein, Burns, Kaiser and Golding
Vuance, Ltd.
15850 Crabbs Branch Way
Rockville, MD 20855
www.vuance.com
240-268-1129
Number
Public Number Last
of Names of
or of Female Age/Term/Expiration Background Information Board Compensation Updated/
Director Directors
Private Directors Source
s
Eli Rozen is one of our co-founders
and serves as a director and our
Chairman of the Board. Mr. Rozen
has served as the Chairman since
Director since 2000/ 2000. From 1988 until 2000, he Company
Public 4 0 Eli Rozen
Expires 2009 served as Vuance‘s Chief Executive Website
Officer and President. Mr. Rozen has
a B.S. in Industrial Engineering and
Management from the Israel Institute
of Technology - the ''Technion''.
N/A
Avi Landman is one of our co-
founders and serves as a member of
the Board and as Vuance‘s Research
Manager. Prior to joining Vuance in
1988, Mr. Landman worked as a
Director since 1988/
Avi Landman computer engineer at Gal Bakara Ltd.
Expires 2009
and prior to that as an electrical
engineer at Eltam Ltd. Mr. Landman
has a B.S. degree in Computer
Engineering from the Israel Institute
of Technology - the ''Technion''.
Jaime Shulman, became a member
of the Board of Directors on
September 17, 2006 and qualifies as
"independent director" (in addition to
the "external director"). From 2001 to
2003 Mr. Shulman was president and
C.E.O. of Logisticare, Ltd. From 1998
to 2000 Mr. Shulman was the
president and C.E.O. of the Amcor
Group. From 1993 to 1997 Mr.
Shulman was the president and
C.E.O. of the Magam Enterprises
Group. From 1991 to 1998 Mr.
Director since 2006/ Shulman was the active chairman of
Jaime Shulman
Expires 2009 the board (part time) of Tana
Industries. From 1991 to 1992 Mr.
Shulman was a foreign Consultant to
subsequently as C.E.O. in
Metrometer, Inc. (New York). From
1978 to 1991 Mr. Shulman was in
Electra Israel, serving the last three
years as CEO. From 1970 to 1977
Mr. Shulman was Production
Manager in Tadiran, Plastic and
Metal Plant. Mr. Shulman is an
Electromechanical Engineer
(equivalent to M.Sc. in Israel) from
Buenos Aires University, Argentina
Michal Brikman was initially elected to
serve as an "external director" of our
Board of Directors on October 28,
2004. Ms. Michal Brikman is a
Certified Public Accountant with
External director since extensive management and
Michal Brikman
2004/ Expires 2009 accounting experience. Since 2000,
Ms. Michal Brikman has been a
business consultant at Daniel Doron
Business Consulting. Ms. Michal
Brikman received her Masters in
Finance from Baruch College in New
York City and later relocated to Israel.
The company has an Audit and a Remuneration Committee - members unknown.
WASHINGTON REAL ESTATE
INVESTMENT TRUST
6110 Executive Boulevard,
Suite 800
Rockville, Maryland 20852
Telephone 301-984-9400
Website www.writ.com
Number Number Last
Public or
of of Female Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private
Directors Directors Source
Mr. John M. Derrick Jr. is retired
Chairman, CEO and President of
Pepco Holdings, Inc. He joined
PEPCO, its predecessor, in 1961 and
served as President and CEO from
1997 until 1999 and as Chairman and For 2007, the six non-
CEO from 1999 until July 2003, and employee Trustees of the
Chairman until May 2004. In August Trust received an annual
2002, PEPCO became Pepco retainer of $30,833 plus
Holdings, Inc. From 1992 until 1997, $1,000 per committee
he served as President and Chief meeting for meetings
68/ Director since 1997/ Operating Officer. Mr. Derrick is a through May 31, 2007 and 2008 Proxy
Public 8 1 John M. Derrick, Jr.
Expires 2009 member of the Institute of Electrical $1,500 per committee
and Electronic Engineers, the National meeting for meetings from
Society of Professional Engineers and June 1, 2007 through
the Washington Society of Engineers. December 31, 2007. In
He is past Chairman of the United addition, on December 14,
States Energy Association and he has 2007 each of the non-
served as a Director of the United employee Trustees received
States Chamber of Commerce, a an annual $55,000 Share
trustee of the Federal City Council grant, with the number of
and Chairman of the Greater Shares determined by the
Washington Initiative. He is past closing price of the Shares
Chairman of the Maryland Chamber on the date of grant. These
of Commerce and the Greater Shares vested immediately
Washington Board of Trade. but are restricted in transfer
so long as the Trustee
serves on the Board.
Committee Chairs received
additional retainers as
follows: Audit Committee
$8,958; Corporate
Governance/Nominating
Committee, $4,750; and
Compensation Committee,
$4,750. Audit Committee
members were also paid an
additional retainer of $3,750.
Following his retirement as
CEO in May 2007, Mr.
Cronin receives a monthly
grant, with the number of
Shares determined by the
closing price of the Shares
on the date of grant. These
Shares vested immediately
but are restricted in transfer
Mr. Charles T. Nason is retired so long as the Trustee
Chairman and CEO of The Acacia serves on the Board.
Group, including Acacia Life, Acacia Committee Chairs received
Federal Savings Bank and the Calvert additional retainers as
Group LTD. He served Acacia from follows: Audit Committee
1977 to 2005, including being CEO $8,958; Corporate
from 1988 to 2003. The Acacia Group Governance/Nominating
is a Washington D.C. based financial Committee, $4,750; and
services organization with assets Compensation Committee,
under management in excess of $13 $4,750. Audit Committee
billion. Mr. Nason is a past director of members were also paid an
The Greater Washington Board of additional retainer of $3,750.
61/ Director since 2000/ Following his retirement as
Charles T. Nason Trade and The Federal City Council.
Expires 2009 CEO in May 2007, Mr.
He currently serves as a Director of
MedStar, Inc. and is a member of The Cronin receives a monthly
Economic Club of Washington. He is retainer of $12,500 for
also Vice-Chairman of the Board of service as Chairman of the
Trustees of Washington and Board.
Jefferson College. In addition, he is
past Chairman of the Greater
Washington Board of Trade, a past
Director of The American Council of
Life Insurance and past Chairman of
Insurance Marketplace Standards
Association.
Mr. George F. McKenzie was elected
to the Board of Trustees and
appointed President and Chief
Executive Officer of WRIT in June
2007. Since joining the Trust in
September 1996, Mr. McKenzie has
served in executive roles, including
Executive Vice President, Real Estate
52/ Director since 2007/ and Chief Operating Officer. From
George F. McKenzie
Expires 2010 1985 to 1996, Mr. McKenzie served
with the Prudential Realty Group, a
subsidiary of Prudential Insurance
Company of America, most recently
as Vice President, Investment &
Sales. Prior assignments included
real estate finance originations and
asset management in the mid-Atlantic
region.
Mr. Edmund B. Cronin, Jr. is
Chairman, President and Chief
Executive Officer (―CEO‖) of the
Trust. Prior to joining the Trust in
1994 Mr. Cronin was President and
CEO of H.G. Smithy Company and its
subsidiaries from 1976 to 1994,
providing a full range of corporate and
Edmund B. Cronin, 70/ Director since 1994/
institutional real estate services. Mr.
Jr. Expires 2010
Cronin is also a Director of Pepco
Holdings, Inc. (formerly Potomac
Electric Power Company (―PEPCO‖),
John J. Kirlin Companies (mechanical
contractors), Federal City Council,
Economic Club of Washington and
Chairman of the Board of Georgetown
University Hospital.
Mr. John P. McDaniel is CEO of
MedStar Health, a multi-institutional,
not-for-profit healthcare organization
serving Washington D.C., Maryland,
Virginia and the mid-Atlantic region,
since its inception in 1982. Mr.
McDaniel serves on the Board of
Thrivent Financial for Lutherans and
is a Trustee of Georgetown University.
Mr. McDaniel is a past Chairman and
member of the Board of the Greater
65/ Director since 1998/ Washington Board of Trade, a
John P. McDaniel
Expires 2010 member of the Executive Committee
of the Federal City Council, Chairman
and member of the Maryland State
Racing Commission, and a member
of the Executive Committee of the
Greater Baltimore Committee. Mr.
McDaniel is a Fellow of the American
College of Healthcare Executives, a
member of the Economic Club of
Washington and a member of The
Mary and Daniel Loughran
Foundation.
Mr. Thomas Edgie Russell, III is
President and a Director of Partners
Realty Trust, Inc., a private real estate
Thomas Edgie 66/ Director since 2006/
company which was previously
Russell, III Expires 2009
engaged in the ownership of
apartments, offices, and shopping
centers.
Mr. Edward S. Civera currently serves
as the Chairman of the Board of
HealthExtras, Inc., a publicly traded
pharmacy benefit management
company. He also serves as a
member of the Board of Directors of
MCG Capital Corporation, a publicly
traded commercial finance company,
and MedStar Health, a non-profit
healthcare organization. In 2006, Mr.
Civera was appointed to Director and
Chairman of the Executive and
Special Committees at The Mills
Corporation to assist the Board in the
58/ Director since 2006/ evaluation of strategic alternatives.
Edward S. Civera
Expires 2008 From 1997 to 2001, Mr. Civera was
the Chief Operating Officer and Co-
Chief Executive Officer of United
Payors & United Providers, Inc. Prior
to that, Mr. Civera spent 25 years with
Coopers & Lybrand (now
PricewaterhouseCoopers LLP), most
recently as Managing Partner,
focused on financial advisory and
auditing services. Mr. Civera has a
Bachelor of Science in Accounting
and a Master of Business
Administration from St. Joseph‘s
University. Mr. Civera is a Certified
Public Accountant.
Ms. Susan J. Williams is CEO of
Williams Aron & Associates, a public
affairs consulting firm, since 2002.
Ms. Williams was Founding Partner
and served as President of Bracy
Williams & Company, government
affairs and public relations consultants
from 1982 to 2001. Ms. Williams‘
career includes public service as a
legislative professional on Capitol Hill
as well as Assistant Secretary of
67/ Director since 1999/ Transportation. She also played a
Susan J. Williams
Expires 2008 founding role in Project Head Start.
Ms. Williams is a past Chair of The
Greater Washington Board of Trade.
She served on the Board of Directors
of the Henry L. Stimson Center, the
American Institute for Public Service,
the Historical Society of Washington,
D.C., the National Aquarium in
Baltimore, and the D.C. Agenda
Project. She is currently a member of
the Economic Club of Washington
and the Federal City Council.
The Nominating Committee members are McDaniel (Chair), Mr. Russell, and Ms. Williams.
The Compensation Committee consists of Nason (Chair), Derrick, Civera, and Ms. Williams.
The Committee members are Derrick (Chair), McDaniel, Nason, Civera, and Russell.
WorldSpace Incorporated
8515 Georgia Avenue
Silver Spring, MD 20910
(301) 960-1200
www.worldspace.com
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
Noah A. Samara has served as the Each of our non-employee
Chairman, President and Chief Executive directors receives an annual
Officer of WorldSpace and its predecessors retainer of $100,000, payable
since inception. Mr. Samara has been quarterly. We do not provide
involved in the development of both annual retainers for committee
Noah A. Samara 50/Director since geostationary and low earth orbit (LEO) membership. Under our 2005
Public 7 0 inception/Expires in satellite systems since the mid-1980s. Mr. Incentive Award Plan, on the 2008 Proxy
2011 Samara‘s early career was in satellite date of each annual
telecommunications, first with Geostar stockholders meeting, a non-
Corporation and later with the Washington qualified option to purchase
law firm of Venable, Baetjer, Howard & 25,000 shares of our Class A
Civiletti. Common Stock is granted to
each of our non-employee
directors who has served on
our board for at least six
months. Each of these options
is granted at an exercise price
equal to the fair market value
of our Class A Common Stock
on the date of grant and vests
annually in three equal
installments over a period of
three years. Pursuant to the
2005 Incentive Award Plan, on
May 25, 2007, we granted non-
qualified options to purchase
25,000 shares of our Class A
Common Stock at an exercise
per share of $3.65 to each of
Messrs. Kebede, Laramie,
Mathias, Nobel and Schneider.
The awards vest annually in
three equal installments
Incentive Award Plan, on the
date of each annual
stockholders meeting, a non-
qualified option to purchase
25,000 shares of our Class A
Common Stock is granted to
Mr. Kebede is the founder and managing each of our non-employee
partner of PANTON Capital Group, a New directors who has served on
York based credit arbitrage hedge fund our board for at least six
established in February 2004. From 1995 to months. Each of these options
2004, Mr. Kebede worked at Deutsche Bank is granted at an exercise price
in a number of positions, ending as the head equal to the fair market value
of a bank-wide management task force of our Class A Common Stock
concerned with measuring, assessing and on the date of grant and vests
reducing the bank‘s exposures (trading and annually in three equal
loans) in Latin America. Previously, Mr. installments over a period of
Kebede worked in the Global Markets three years. Pursuant to the
Division focusing on the bank‘s exposure in 2005 Incentive Award Plan, on
Kassahun Asia and Latin America. Mr. Kebede also May 25, 2007, we granted non-
50/Director since 2005 qualified options to purchase
Kebede served as the head of equity derivatives and
/Expires in 2009 25,000 shares of our Class A
a member of the division‘s Management
and Commitment Committees. He originally Common Stock at an exercise
joined Deutsche Bank in 1995 as head of per share of $3.65 to each of
European fixed income derivatives. From Messrs. Kebede, Laramie,
1994 to 1995, Mr. Kebede was head of the Mathias, Nobel and Schneider.
credit derivatives department at Merrill The awards vest annually in
Lynch. From 1991 to 1993, Mr. Kebede was three equal installments
employed at Bankers Trust. Mr. Kebede beginning May 25, 2008.
earned a M.B.A. from the Wharton School
of the University of Pennsylvania in 1991
and a B.S. in electrical engineering from
Marquette University in 1985.
beginning May 25, 2008.
Mr. Laramie also served as the General
Counsel of WorldSpace‘s predecessor from
November 1995 to 1998. Mr. Laramie is the
President of Laramie & Associates, a
James R. management consulting company. From
57/Director since 1990/
Laramie February 2002 to April 2004, Mr. Laramie
Expires in 2009
served as the Chairman of Freeport
Technologies, Inc., a company that provides
collaborative conferencing systems for
business development and management.
From 1993 to 1999, Mr. Mathias served as
President and Chairman of the board of
directors of First American Bankshares, Inc.
and, from 1987 to 1993, he was a partner of
the law firm of Jones, Day, Reavis & Pogue.
From 1968 to 1986, Mr. Mathias
represented the State of Maryland in the
United States Senate, where he served as
chairman of the Committee on Rules and
served on such committees as the Foreign
Charles McC.
Relations, Judiciary, Appropriations and
Mathias 84/Director since 2000/
Intelligence Committees. Prior to being
Expires in 2009
elected to the Senate, Mr. Mathias served
four terms in the House of Representatives
as a representative from the Sixth
Congressional District of Maryland. Mr.
Mathias has served as President of the
North Atlantic Assembly, the organization of
NATO parliamentarians, having previously
served as Vice-President and as Chairman
of the United States Senate delegation to
the Assembly.
Dr. Frank-Jürgen Richter is the President of
Horasis: The Global Visions Community, a
strategic advisory organization focused on
long-term scenarios related to globalization,
systemic risk and Asian business, located in
Geneva. Prior to founding Horasis in 2005,
Dr. Frank- 41/ Nominee/ Expires
Dr. Richter served as Director of the World
Jürgen Richter 2010
Economic Forum in Geneva, Switzerland
from 2001 until 2004. Dr. Richter is also an
active scholar and has authored and edited
a series of books on global strategy and
Asian business.
Since 1990, Dr. Nobel has served as the
Chief Executive Officer of a group of
companies which perform diagnostic
imaging services. Dr. Nobel also serves as
the chairman of the Nobel Family Society.
Dr. Nobel has been a consultant to
UNESCO in Paris and the United Nation‘s
Social Affairs Division in Geneva on
methods for substance abuse prevention.
Dr. Nobel also worked for seven years as a
researcher in social sciences at the Institute
for Mass Communication at the Lausanne
Dr. Michael 67/Director since University and at the Institute of Social and
Nobel 2001/Expires in 2010 Preventive Medicine in the field of primary
drug abuse prevention. He also participated
in the introduction of magnetic resonance
imaging as vice president of Europe for
Fonar Corporation and has remained in this
field since 1980. He is a member of the
board of several privately-held international
companies involved in advanced medical
diagnostics and treatment as well as
internet service provision, management
consulting and e-learning, and sits on
several prominent international prize
committees.
He is a Washington, D.C. based economist
and defense analyst, is President of
International Planning Services, Inc., an
international trade and finance advisory firm,
and an Adjunct Fellow of the Hudson
Institute. From 1981 to 1982, he served as
the Associate Director for National Security
and International Affairs at the Office of
Management and Budget and from 1982 to
1986, as Under Secretary of State for
Security Assistance, Science and
Technology. Subsequent to his government
service, Dr. Schneider served, from 1987 to
William
64/Director since 1993, as an advisor to the U.S. government
Schneider, Jr.
2005/Expires in 2011 in several capacities, including Chairman of
the President‘s General Advisory Committee
on Arms Control and Disarmament, and is
currently Chairman of the Defense Science
Board of the Department of Defense as well
as a member of the Defense Trade Advisory
Group of the Department of State. He is the
author of several works on defense policy,
including Why IBM? Policy Issues in the
Missile Defense Controversy (1969), and
Arms, Men, and Military Budgets, an annual
review of defense budget issues, and has
also published numerous articles and
monographs.
Audit Committee: Messrs. Kebede, Laramie and Schneider
Compensation Committee: Messrs. Kebede, Richter, and Schneider
Governance and Nominations Committee: Messrs. Kebede, Laramie and Nobel