Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
63/ Director since 1997/
Public 7 1 Philip R. Harper
Expires 2009
Kenneth D. Peterson, 54/ Director since 2001/
Jr. Expires 2009
55/ Director since 1986/
Malon Wilkus
Expires 2009
58/ Director since 1997/
Neil M. Hahl
Expires 2008
68/ Director since 1997/
Stan Lundine
Expires 2008
56/ Director since 2000/
Mary C. Baskin
Expires 2008
67/ Director since 2007/
John A. Koskinen
Expires 2008
70/ Director since 1998/
Alvin N. Puryear
Expires 2008
Members of the Executive Committee are Messrs. Harper, Puryear and Wilkus. Mr. Wilkus serves as C
The Audit and Compliance Committee is currently composed of Ms. Baskin and Messrs. Hahl, Koskinen
Compensation and Corporate Governance Committee: Messrs. Harper, Lundine and Puryear. Mr. Harpe
AMERICAN CAPITAL
STRATEGIES, LTD. 2 BETHESDA
METRO CENTER, 14th FLOOR
BETHESDA, MARYLAND 20814
www.americancapital.com
(301) 951-6122
N2K Contact
Background Information Board Compensation N2K Contact Name
Number
Mr. Harper has served as Chairman of Effective July 1, 2005, the
US Investigations Services, Inc., a Company increased the annual
private investigations company, since retainer fee paid to non-
1996. From 1996 to 2005, he was also employee directors from
the Chief Executive Officer and President $25,000 to $50,000. Each non-
of US Investigations Services, Inc. From employee director thus received
1991 to 1994, Mr. Harper served as an annual retainer fee of Stephanie Ambrose/ Ellen
410-277-2857
President of Wells Fargo Alarm Services. $37,500 for 2005 (non- Fish
From 1988 to 1991, Mr. Harper served as employee directors who chaired
President of Burns International Security a Board of Directors committee
Services—Western Business Unit. Mr. received an additional $5,000).
Harper served in the U.S. Army from Each non-employee director
1961 to 1982, where he commanded also received a fee of $1,500
airborne infantry and intelligence units. for each meeting of the Board
of Directors or each separate
committee meeting attended.
For 2006, each non-employee
Mr. Peterson has been Chief Executive
director will be compensated at
Officer of Columbia Ventures
the same rate. Directors are
Corporation, a firm holding interests in
reimbursed for travel, lodging
businesses in the international aluminum
and other out-of-pocket
smelting, aluminum fabrication and
expenses incurred in
finishing and other industries, since 1988.
connection with Board of
He is a member of the Board of Directors
Directors and committee
of International Aluminum Corporation,
meetings. Directors also
Washington Institute Foundation and
receive imputed income
Cogent Communications Group, Inc.
reflected in their aggregate
compensation for income tax
Mr. Wilkus founded the Company in purposes in cases where non-
1986 and has served as the Company‘s director family members may
Chief Executive Officer and Chairman of accompany an employee on a
the Board of Directors of the Company business trip. Directors who are
since that time, except for the period employees of the Company do
from 1997 to 1998 during which he not receive additional
served as Chief Executive Officer and compensation for service as a
Vice Chairman of the Board of Directors. member of the Board of
From 1986 to 1999, he served and since Directors.
2001 he has served as 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 as Senior Vice President of the
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 Governor of the State of New
York. 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. From 1996 to 1997, Ms. Baskin
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 Duke University
and President of The 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
York and has been on the faculty 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.
srs. Harper, Puryear and Wilkus. Mr. Wilkus serves as Chairman.
ntly composed of Ms. Baskin and Messrs. Hahl, Koskinen and Peterson. Mr. Hahl serves as Chairman.
mmittee: Messrs. Harper, Lundine and Puryear. Mr. Harper serves as Chairman.
Last
Updated/
Source
2007 Proxy
Report
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
66/ Board member since 1983/
Public 9 2 Enrique R. Arzac
Until successor elected
64/ Board member since 2003/
Phyllis O. Bonanno
Until successor elected
83/ Board member since 1982/
Daniel E. Emerson
Until successor elected
Frederic A. 55/Board member since 2006/
Escherich Until successor elected
61/Board member since
Roger W. Gale
2005/Until successor elected
86/ Board member since 1968/
Thomas H. Lenagh
Until successor elected
Kathleen T. 56/ Board member since 2003/
McGahran Until successor elected
60/ Board member since 1989/
Douglas G. Ober
Until successor elected
61/Board member since
Craig R. Smith
2005/Until successor elected
Messrs. Emerson, Escherich, and Smith and Ms. McGahran are the members of the Audit committee
Messrs. Arzac, Emerson, Escherich, Gale, and Roberts* constitute the membership of the Board‘s st
Messrs. Arzac, Gale, Lenagh, Ober**, and Roberts* and Ms. Bonanno constitute the membership of
The Company does not have a separate standing nominating committee. Instead, certain members of
The Adams Express Company
Seven St. Paul Street
Baltimore, Maryland 21202
http://www.adamsexpress.com/ (410)
752-5900
N2K Contact
Background Information Board Compensation N2K Contact Name
Number
Professor of Finance and Economics, formerly,
Vice Dean of Academic Affairs
of the Graduate School of Business, Columbia
Each director who is not Stephanie Ambrose/
University. Director of Petroleum & Resources 410-277-2857
an interested person Ellen Fish
Corporation* and Credit Suisse Asset
received an annual
Management Funds (8 funds) (investment
retainer fee of $10,000
companies).
and a fee of $750 for
President & CEO of International Trade each Board meeting
Solutions, Inc. (consultants). attended. All members of
Formerly, President of Columbia College, each Committee, except
Columbia, South Carolina, and Vice President of executive
Warnaco Inc. (apparel). Director of Borg-Warner officers and/or interested
Inc. (industrial), Mohawk Industries, Inc. (carpets persons, receive an
and flooring), and Petroleum & Resources additional annual retainer
Corporation. Also on Board of Advisors for fee of $1,500 for each
APTE, Inc. (software). committee membership
Retired Executive Vice President of NYNEX and a fee of $500 for
Corporation (communications), each meeting
retired Chairman of the Board of both NYNEX attended.The Chairman
Information Resources Co. and NYNEX Mobile of each committee,
Communications Co. Previously, Executive Vice except for the Executive
President and Director of New York Telephone Committee, receives an
Company. Presently, Chairman, The National additional fee of $500 for
YMCA Fund, Inc., and Director of Petroleum & each committee meeting
Resources Corporation. attended. The total
amount of fees paid to
Private Investor, formerly Managing Director and the independent directors
head of the Mergers and Acquisitions Research in 2004 was $273,875.
and Financial Advisory Services 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 Group (energy consultants). Director
of Petroleum & Resources 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 and
Chief Investment Officer of the Ford Foundation
(charitable foundation). Director 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
Executive Education, Graduate School of
Business, Columbia University. Formerly,
Associate Dean and Director of Executive
Education and Associate Professor, Columbia
University. Director of Petroleum & Resources
Corporation.
Chairman of the Board and Chief Executive
Officer of the Company since April 1, 1991.
Chairman of the Board, President and Chief
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 Pharmaceuticals
(pharmaceutical and biotechnology). Director of
Petroleum & Resources Corporation, LaJolla
Pharmaceutical Company, and Depomed, Inc.
(specialty pharmaceuticals).
and Ms. McGahran are the members of the Audit committee
le, and Roberts* constitute the membership of the Board‘s standing Compensation Committee
nd Roberts* and Ms. Bonanno constitute the membership of the Board‘s standing Executive Committee
standing nominating committee. Instead, certain members of the Executive Committee perform the functions of a nominating committee for the Board (her
Last
Updated/
Source
2007 Proxy
Report
ng committee for the Board (hereinafter called the ―Nominating Committee‖).
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
50/ Director since 2005/
Public 11 1 Walter L. Bennett, IV
Expires 2009
53/ Director since 2000/
F. Carter Heim
Expires 2009
52/ Director since 2004/
Nancy Lowell
Expires 2009
64/ Director since 2004/
Clyde E. Culp, III
Expires 2009
45/ Director since 2007/
Kendel S. Ehrlich
Expires 2009
55/ Director since 1997/
Stanley J. Klos, Jr.
Expires 2009
47/ Director since 1999/
Richard M. Lerner
Expires 2009
74/ Director since their
Lawrence E. Lerner
inception/ Expires 2008
Lawrence W. 52/ Director since its
Schwartz inception/ Expires 2008
38/ Director since 2000/
Ermis Sfakiyanudis
Expires 2008
45/ Director since 2004/
Clifford T. Solomon
Expires 2008
Messrs. Schwartz (Chairman) and Heim and Ms. Lowell currently serve as members of the Audit Comm
The Compensation Committee consists of Messrs. Klos (Chairman) and Sfakiyanudis and Ms. Lowell.
The members of the Board of Directors who participate in the consideration of director nominees are Wa
Annapolis Bancorp, Inc.1000
Bestgate Road, Suite 400
Annapolis, Maryland 21401
(410) 224-4455
www.bankannapolis.com
N2K Contact
Background Information Board Compensation N2K Contact Name
Number
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 Arundel
County for 30 years. He currently owns The Company pays no board or
Stephanie Ambrose/ Ellen
and operates Hartley Marine, Inc. and committee fees. Directors of 410-277-2857
Fish
South River Marina in Edgewater, the Bank received fees for each
Maryland. Mr. Bennett is a current board and committee meeting
member and past president of the attended in 2005 in the amount
Washington Area Marine Dealers of $400 per Board of Directors
Association and a current member of the meeting, $325 per Audit
Marine Trades Association of Maryland. Committee meeting and $250
per other committee meeting.
Mr. Heim is a Certified Public Each director also received an
Accountant who has been in practice annual retainer of $5,000 paid
since December 1975 and is past in quarterly installments. Mr.
President of the Maryland Association of R. Lerner received no fees for
CPAs. Mr. Heim is also currently a attendance at board or
member of the American Institute of committee meetings as he is a
CPAs and the Annapolis and Anne full-time employee of the Bank.
Arundel Chamber of Commerce. Mr.
Heim is President of HeimLantz Business
and Tax Services, Inc. Prior to
establishing his own firm, Mr. Heim was
Executive Vice President of Hammond-
Heim, Chartered.
Ms. Lowell is President and design
director of custom stationery design firm
Lallie, Inc., a company that she founded
in 1977. Ms. Lowell, a resident of
Severna Park, is a member of numerous
professional societies and is a current
board member of the Hospice of the
Chesapeake Foundation.
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 franchise in
the world, and served as 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
prosecutor with Harford County,
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, District of
Columbia, Anne Arundel 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 construction company
located in 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 apartment units. Mr. Lerner
manages 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 1997 as an adjunct professor of
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 since 1993. Mr.
Sfakiyanudis is 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 of neurosurgery at
Johns Hopkins 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.
s. Lowell currently serve as members of the Audit Committee.
ssrs. Klos (Chairman) and Sfakiyanudis and Ms. Lowell.
articipate in the consideration of director nominees are Walter L. Bennett, IV, Clyde E. Culp, III, F. Carter Heim, Stanley J. Klos, Jr., Nancy Lo
Last
Updated/
Source
2007 Proxy
Report
nley J. Klos, Jr., Nancy Lowell, Lawrence W. Schwartz, Ermis Sfakiyanudis and Clifford T. Solomon.
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
41/ Director since 1997/
Public 6 0 J. Michael Wilson
Expires 2010
77/ Director since 1998/
Thomas J. Shafer
Expires 2010
48/ Director since 1999/
T. Michael Scott
Expires 2008
65/ Director since 2003/
Thomas S. Condit
Expires 2008
64/ Director since 2001/
Antonio Ginorio
Expires 2009
65/ Director since 1997/
Edwin L. Kelly
Expires 2009
The members of the Audit Committee for 2006 were Messrs. Ginorio (Chairman), Condit and Scot
The members of the Compensation Committee for 2006 were Messrs. Shafer (Chairman), Condit, G
The members of the Nominating and Corporate Governance Committee for 2006 were Messrs. Sco
American Community
Properties Trust 222
Smallwood Village Center St.
Charles, MD 20602 301-
843-8600
http://www.acptrust.com/
Last
N2K Contact N2K Contact
Background Information Board Compensation Updated/
Name Number
Source
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 Corporation (―IGMC‖),
The Company pays its
the managing general partner of
Trustees who are not
Interstate General Company L.P.
employees of the Company or
(―IGC‖), the predecessor to the
any of its affiliates fees for
Company, from 1996 to 1998 and
services as trustees. Trustees
from January 1997 to November
receive fees of $6,500 per
1998 was Vice Chairman, Secretary,
quarter plus $1,400 per
and Chief Financial Officer of IGC.
Board meeting and an
He has been President and Chief Stephanie
additional $500 fee for each 2007 Proxy
Operating Officer of Interstate Ambrose/ Ellen 410-277-2857
telephonic meeting. The Report
Business Corporation ("IBC"), a Fish
Chairman of the Audit
general partner of IGC, since 1994
Committee receives an
and a Director of IBC since 1991. He
additional $1,400 per
served as Vice President of IBC from
meeting. The Trustees are
1991 to 1994. He has been a director
also reimbursed for all
of Wilson Securities Corporation
reasonable expenses incurred
since 1991, and President since
by them in attending Board
March 1996. He was Vice President
and committee meetings.
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
Directors.
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 partner from
1989 through 1997. 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.
Mr. Scott has served as President of
Cambridge Holdings, a real estate
company in Fairfax County,
Virginia, since 1992. He has been a
principal of the Cambridge
companies since 1986. Mr. Scott also
serves on the Board of Directors of
Tier Technologies, Inc. He is a
member of the National Association
of Industrial and Office Properties
and serves on the Executive
Committee of the
Washington/Baltimore Chapter of
the Young President's Organization.
He received a B.S. in Engineering
from Cornell University and an
MBA from Harvard University.
Prior to his retirement, he served as
President and Chief Executive
Officer of Craver, Mathews, Smith &
Co., Inc., a fundraising and
membership development firm, from
1993 to 1995. Prior to that, he served
as President and Chief Executive
Officer of the National Cooperative
Bank in Washington, D.C. He has
extensive experience in mortgage
banking, investment banking,
consumer financial services,
federally insured depository services,
and community economic
development. He earned his juris
doctorate from the National Law
Center at George Washington
University, and a Bachelor of Arts
degree from Stanford University.
Prior to his retirement in 2000, he
was a Senior Audit Partner in the San
Juan Office of
PricewaterhouseCoopers, a globally-
recognized public 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 that, he served as
Senior Vice 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.
for 2006 were Messrs. Ginorio (Chairman), Condit and Scott.
ommittee for 2006 were Messrs. Shafer (Chairman), Condit, Ginorio and Scott.
Corporate Governance Committee for 2006 were 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 of Last
Number of Names of N2K Contact
or Female Age/Term/Expiration Background Information Board Compensation N2K Contact Name Updated/
Directors Directors Number
Private Directors Source
Each non-employee director
Prior to joining Avalon, he was a Senior receives an annual fee of
Scientist at Human Genome Sciences, $20,000 ($45,000 for the
Inc., where he directed the company‘s Chairman of our Board of
gene mapping initiative from 1993 to Directors) for each full year of
1999. Dr. Carter was a member of a team service on our Board of
Kenneth C. 47/Director since 1999/ of scientists that identified genes Directors. Non-employee Stephanie Ambrose/ Ellen 2007 Proxy
Public 8 0 410-277-2857
Carter, Ph.D. Chairman/Expires 2008 involved in colon cancer that was named directors also receive $2,500 Fish Report
―Discovery of the Year‖ by Science annually for each committee
Magazine in 1994. Dr. Carter holds a membership, with the Chairman
Ph.D. in Human Genetics from the of the Audit Committee
University of Texas Medical Branch and receiving an additional $7,500
a B.S. from Abilene Christian University. annually and the Chairman of
the Compensation Committee
and the Chairman of the
Nominating and Corporate
Governance Committee each
receiving an additional $2,500
annually. Non-employee
directors may elect annually to
receive all of their annual cash
retainer fees in awards of
unrestricted shares of our
common stock under the
Incentive Plan. Annual fees are
paid quarterly in arrears in four
equal installments on the first
business day of each fiscal
quarter.
Non-employee directors
directors also receive $2,500
annually for each committee
membership, with the Chairman
of the Audit Committee
receiving an additional $7,500
annually and the Chairman of
the Compensation Committee
Dr. Kabakoff is the current President and
and the Chairman of the
Chief Executive Officer of Strategy
Nominating and Corporate
Advisors LLC, which he established in
Governance Committee each
2001 to provide business and strategic
receiving an additional $2,500
advisory services to life sciences
annually. Non-employee
companies. Prior to its acquisition by
directors may elect annually to
Cephalon, Inc. in June 2005, Dr.
receive all of their annual cash
David S. 59/ Director since 2006/ Kabakoff served as Chairman and Chief
retainer fees in awards of
Kabakoff, Ph.D Expires 2008 Executive Officer of Salmedix, Inc., a
unrestricted shares of our
company he co-founded in 2001 to
common stock under the
develop novel oncology drugs. From
Incentive Plan. Annual fees are
1996 to September 2000, Dr. Kabakoff
paid quarterly in arrears in four
held executive management positions
equal installments on the first
with Dura Pharmaceuticals, a specialty
business day of each fiscal
pharmaceutical company, acquired by
quarter.
Elan Pharmaceuticals. Prior to joining
Non-employee directors
Dura, Dr. Kabakoff was Chairman and
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 Clinical Research,
Michael R. 55/Director since 2002/
Oncology and Allergy for Janssen
Kurman, M.D. Expires 2008
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
Bradley G. 61/Director since 1999/ Licensing and Vice President of
Lorimier Expires 2008 Corporate Development 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-founded IDEC
Corporation. Dr. Royston has served as
Ivor Royston, 62/Director since 2000/
the Chairman of the Board of Directors
M.D. Expires 2008
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 post-doctoral training in
internal medicine and medical oncology
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
William A. 67/Director since 1999/
Senior Vice President of Drug Discovery
Scott, Ph.D. Expires 2008
Research at Bristol-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 and
71/Director since
Alan G. Walton, public biotechnology companies,
1999/Chairman of the
Ph.D. including Human Genome Sciences and
Board/ Expires 2008
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
Nottingham.
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 & Young LLP he
William H. 59/Director since 2006/
established and managed the high
Washecka Expires 2008
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 and Dr. Walton.
Bay National Corporation
2328 West Joppa Road Lutherville,
Maryland 21093
www.baynational.com
(410) 494-2580
Public Number Last
Number of Names of N2K Contact
or of Female Age/Term/Expiration Background Information Board Compensation N2K Contact Name Updated/
Directors Directors Number
Private Directors Source
Hugh W. Mohler serves as chairman, In July 2004, Bay National
president, and chief executive officer. He Bank began paying directors
has been a director of Bay National who are not officers or
Corporation since June 1999 and a employees of Bay National
director of Bay National Bank since Corporation or Bay National
April 2000. Mr. Mohler has 36 years Bank (e.g., all directors other
experience in the financial services than Mr. Mohler) (―Qualified
industry, holding positions in executive Directors‖) $200 for each
management, commercial lending and attended regularly scheduled
business development. From 1977 to meeting and each special
1999, Mr. Mohler was affiliated with meeting of the Board of
Mercantile Bankshares Corporation, Directors of Bay National
which is headquartered in Baltimore, Bank, and $150 for each
Maryland, most recently serving as attended regularly scheduled
61/ Director since 1999/ executive vice president with meeting and each special Stephanie Ambrose/ Ellen 2007 Proxy
Public 15 0 Hugh W. Mohler 410-277-2857
Expires 2009 responsibility for 20 community banks in meeting of a committee of the Fish Report
a three-state area. For 17 years, from Board of Directors of Bay
1977 to 1994, he was president of National Bank. In addition, the
Mercantile‘s Salisbury, Maryland-based chair of the Executive
affiliate, Peninsula Bank, the largest Committee and the chair of the
financial institution on Maryland‘s Audit Committee of the Board
Eastern Shore. Earlier he was a vice of Directors of Bay National
president in commercial lending at First Bank received an additional
National Bank of Maryland. A native of $100 for each attended
Baltimore, Mr. Mohler earned his regularly scheduled meeting
undergraduate degree in economics from and each special meeting.
Loyola College of Maryland and his During 2004, Bay National
master of business administration degree Bank paid (or accrued the
from the University of Baltimore. He is a payment of) $23,250 for these
past president of the board of trustees of meeting fees. On January 25,
2005, the Board of Directors of
Bay National Corporation and
Bay National Bank adopted a
formal Director Compensation
Policy. The Director
Compensation Policy provides
for compensation for
attendance at meetings and
reimbursement of expenses in
substantially the same manner
as that paid from July 2004 to
December 2004 except that
$100 for each attended
regularly scheduled meeting
and each special meeting.
During 2004, Bay National
Bank paid (or accrued the
payment of) $23,250 for these
meeting fees. On January 25,
Mr. Gill has served as chairman of Curtis 2005, the Board of Directors of
Engine, a Baltimore-based locally owned Bay National Corporation and
and operated provider of power solutions Bay National Bank adopted a
equipment, since January 31, 2006. In formal Director Compensation
2003, Mr. Gill formed Hoyt Capital, an Policy. The Director
investment firm that provides capital and Compensation Policy provides
business advising to start-up and existing for compensation for
enterprises. For sixteen years, he served attendance at meetings and
as CEO of AMERICOM, a provider of reimbursement of expenses in
cellular products and services. In 2000, substantially the same manner
AMERICOM was acquired by Solectron, as that paid from July 2004 to
a leader in the electronics manufacturing December 2004 except that
sector. Mr. Gill is an alumnus of Towson Qualified Directors of Bay
University where he received an honorary National Bank will receive
56/ Director since 2006/
R. Michael Gill Doctor of Humane Letters degree in $300 for attended meetings of
Expires 2009
1996. In May 2005, he received Towson the Board of Directors instead
University‘s Distinguished Alumnus of $200. The Director
Award. Prior to transferring to Towson Compensation Policy also
University, Mr. Gill attended Clemson provides that the Board of
University, which recently named him to Directors or the compensation
its President‘s Advisory Board. He also committee of the Board of
serves on the board of Corporate Printing Directors of Bay National Bank
Solutions. In 2004, Governor Robert L. may authorize discretionary
Ehrlich, Jr. appointed Mr. Gill to a five- payments to Qualified
year term on the Board of Regents of the Directors as a result of
University System of Maryland, a public outstanding service by the
system of higher education comprised of Qualified Director.
11 degree-granting and two research Furthermore, the Director
institutions. Compensation Policy provides
that the policy may be changed
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 holdings include
Donald G. 63/ Director since 2000/
operations based in Texas, Florida,
McClure, Jr. Expires 2009
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-Wicomico
53/ Director since 2001/ Economic Development Corporation, a
Robert L. Moore board member of the Greater Salisbury
Expires 2009
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 the Green Hill Yacht &
Country Club and a member and officer
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 the Stonier
H. Victor Rieger, 69/ Director since 1999/
School of Banking at Rutgers University.
Jr. Expires 2009
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 decades ago after his honorable
William B. 65/ Director since 1999/
discharge from the U.S. Navy. A native
Rinnier Expires 2010
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 Association of Certified Public
Edwin A. 57/ Director since 1999/
Accountants, and is a member of the
Rommel III Expires 2010
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 Democratic
Central Committee.
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 Companies. Mr. Stansbury is a
Henry H. 67/ Director since 1999/
vice president and trustee of the
Stansbury Expires 2010
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 Decoy Maker and
Ira Hudson and Family, Chincoteague
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 November 1997, Mr. Trout
Kenneth H. 58/ Director since 1999/
was employed by Signet Banking
Trout Expires 2010
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. 63/ 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.
Mr. Bounds is a retired executive who
served from 1944 to 1969 as director of
purchases and inventory for Symington
Wayne Corporation, an international
conglomerate headquartered in Salisbury,
Maryland, which operated businesses in
the United States and seven foreign
countries. From 1969 to 1999, he was a
vice president-investments for Morgan
Stanley Dean Witter, working in the
Salisbury, Maryland office of the
investment banking firm. A native of
Charles E. 88/ Director since 1999/
Salisbury, Maryland, Mr. Bounds is past
Bounds Expires 2008
chairman of the Salvation Army Boys
Club in Salisbury, Maryland, and headed
the Salisbury, Maryland Salvation Army
administrative board. He has also chaired
fund raising efforts for the Boy Scouts of
America, Delmarva District. Mr. Bounds
was an original member of the Ward
Foundation, which is a Salisbury,
Maryland based non-profit organization,
which operates The Ward Museum of
Wildfowl Art. Mr. Bounds is an alumnus
of Beacom College.
Mr. Gill is president and chief executive
officer of the MacKenzie Companies, a
Baltimore-based full-service commercial
real estate firm comprising Mackenzie
Commercial Real Estate Services, LLC,
Mackenzie Management Corporation,
MacKenzie Services Corporation and
MacKenzie Contracting Company, LLC.
Mr. Gill joined MacKenzie in 1977 and
has served in his capacity as president
since 1985. Mr. Gill serves also as
executive vice president of MacKenzie
54/ Director since 2003/
Gary T. Gill Properties, Inc., the managing partner of
Expires 2008
over 35 partnerships of income-
producing commercial properties. A
native of Towson, Maryland, Mr. Gill
received his Bachelor of Arts degree in
Business Administration in 1974 from
Towson University. Mr. Gill currently
serves on the Baltimore County
Economic Advisory Board, Towson
University Stadium Committee,
USLacrosse Foundation Board, and
chairs the Towson University Board of
Visitors.
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
62/ Director since 1999/ Dickinson College of Carlisle,
John R. Lerch
Expires 2008 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
James P. 78/ Director since 2004/ Chairman and CEO. In 1998, O‘Conor,
O'Conor Expires 2008 Piper & 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 in the
52/ Director since 2003/ auditing and tax departments of Ernst &
Carl A.J. Wright
Expires 2008 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 of the Catholic Charities
and Maryland Business for Responsive
Bay National Corporation’s Audit Committee members are William B. Rinnier, Chairman, James P. O’Conor, Edwin A. Rommel, III, 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 Edwin A. Rommel,
Bay National Corporation’s Compensation Committee members are Henry H. Stansbury, Chairman, Edwin A. Rommel, III and Carl A.J. Wright.
BCSB BANKCORP, INC.
4111 E. JOPPA ROAD,
SUITE 300
BALTIMORE, MARYLAND 21236
www.baltcosavings.com
(410) 668-8830
Number of Last
Public or Number of Names of N2K Contact
Female Age/Term/Expiration Business Background Information Board Compensation N2K Contact Name Updated/
Private Directors Directors Number
Directors Source
HENRY V. KAHL is an Assessor FEES. The Chairman of the Board of
63/ Director since 1989/ Supervisor with the State of Maryland Directors receives a monthly retainer of Stephanie Ambrose/
Public 8 0 Henry V. Kahl $1,200 per month, and all other
410-277-2857 2007 Proxy
Expires 2008 Department of Assessments & Taxation Ellen Fish
in Baltimore, Maryland. nonemployee directors receive $1,000 per
month. Each nonemployee director also
receives a fee of $400 per each regular
P. LOUIS ROHE has been retired for and special Board and committee
approximately 11 years. Prior to his meeting attended. Directors who serve as
84/ Director since 1955/ retirement, Mr. Rohe was an attorney. officers of the Company or the Bank do
P. Louis Rohe not receive additional compensation for
Expires 2008 He has been a director of the Bank
their service as directors.
since its incorporation in 1955.
Compensation Committee
MICHAEL J. KLEIN is Vice President
of Klein's Super Markets, a family
owned chain of supermarkets, with
locations throughout Harford County,
Michael J. 51/ Director since 2001/ Maryland. Mr. Klein is also Vice
Klein Expires 2008 President and partner in 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
William J. 60/ Director since 2002/
Baltimore Gas & Electric Company,
Kappauf, Jr. Expires 2009
Baltimore, 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, and its
Joseph J. 56/ Director since 2006/ successor, First Fidelity Bank from
Bouffard Expires 2009 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, Inc. in
62/ Director since Baltimore, Maryland. Mr. Cox also is
H. Adrian Cox
1987/ Expires 2010 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
William M. 61/ Director since Company and Baltimore County
Loughran 1991/ Expires 2010 Savings Bank, M.H.C. (the "MHC").
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
employed builder of residential homes
Panzer, Jr. 1991/ Expires 2010
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.
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
61/Director since
Nolan D. Archibald
Public 11 1 1985/"until successor
(insider)
elected"
69/Director since
Norman R. Augustine 1997/"until successor
elected"
57/Director since
Barbara L. Bowles 1993/"until successor
elected"
62/Director since
M. Anthony Burns 2001/"until successor
elected"
60/Director since
George W. Buckley 2006/"until successor
elected"
56/Director since
Kim B. Clark 2003/"until successor
elected"
58/Director since
Manuel A. Fernandez 1999/"until successor
elected"
64/Director since
Benjamin H. Griswold,
2001/"until successor
IV
elected"
61/Director since
Anthony Luiso 1988/"until successor
elected"
63/Director since 2005/
Robert L. Ryan
"until successor elected"
65/Director 1990-2001,
Mark H. Willes re-elected in 2004/"until
successor elected"
The Audit Committee is currently composed of M. Anthony Burns (Chairman), Barbara L. Bo
The Compensation Committee is currently composed of Mark H. Willes (Chairman), George
The Corporate Governance Committee, which is currently composed of Manuel A. Fernande
The Finance Committee is currently composed of Norman R. Augustine (Chairman), George
The Black and Decker, Corp.
701 East Joppa Road
Towson, MD 21286
410-716-3900
www.bdk.com
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
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 Home Products Division. HE
was elected a Senior VP of Beatrice and Non-management directors Stephanie Ambrose/
receive an annual retainer of 410-277-2857
President of the Consumer and Commercial Nancy Sloane
Products Group. He left Beatrice and was $195,000, consisting of shares of
elected President and COO of Black & common stock with a value of
Decker in 1985 and CEO in 1986 and his $97,500 under The Black &
currently serving on the Chairman of the Decker Non-Employee Directors
Board since 1987. He also serves as a Stock Plan (the ―Directors Stock
director of Brunswick Corp. and Lockheed Plan‖) and $97,500 in cash. The
Martin Corp. chairmen of the Audit Committee
and the Compensation
After serving in various capacities w/ Committee each receives an
Douglas Aircraft Co. and Vought Missiles additional retainer of $20,000 in
and Space Co., he joined the U.S. cash, the chairmen of the Finance
Department of Defense, where he served as Committee and the Corporate
Undersecretary of the Army. He joined Governance Committee each
Martin Marietta Corp., a predecessor of receives an additional retainer of
Lockheed Martin Corp., in 1977 as VP of $10,000 in cash, and each
Aerospace Technical Operations and in 1988 member of the Audit Committee
he became Chairman of the Board and CEO. other than the chairman receives
Following the merger of Martin Marietta and an additional retainer of $10,000
Lockheed Corp. in 1995, he served as in cash. No separate meeting fees
President and leader as Chairman of the are paid. Directors have the
Board and CEO; from 1997-1999 he was a option to receive their cash fees
lecturer w/ the rank of Professor at Princeton in shares of common stock or to
University. He is also director of defer all or a portion of their cash
ConocoPhilips and Proctor & Gamble. and stock fees in the form of
―phantom shares.‖ A director
who elects to defer all or any part
of the cash portion of the annual
retainer in the form of phantom
shares will be credited with
shares of common stock having a
fair market value (as defined in
the Directors Stock Plan) equal
to 120% of the amount of cash
deferred.
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 or a portion of their cash
and stock fees in the form of
―phantom shares.‖ A director
She had various positions at First National who elects to defer all or any part
Bank of Chicago, including VP of Trust of the cash portion of the annual
Investments; from 1981-1984, she was retainer in the form of phantom
Assistant VP and director of investor shares will be credited with
relations for Beatrice Co., Inc.; in 1984 she shares of common stock having a
joined Kraft, Inc., where she served as fair market value (as defined in
Corporate VP until 1989. She was President the Directors Stock Plan) equal
and CEO and is currently Chairman of the to 120% of the amount of cash
Board and CEO of The Kenwood Group, deferred.
Inc., an investment advisory firm that she
founded in 1989. 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, and Chairman
of the Board in 1985; he retired as CEO in
2000 and Chairman of 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 Senior Vice President in 1999, and
became Executive Vice President in 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 integration of
technology and competition in industry
revolution, w/ a particular 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; from 1991 he served as
President, Chairman of the Board, and CEO
of 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 became Senior Chairman, and upon
the acquisition of Bankers Trust by Deutsche
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 International Multifoods Corp. and
served as Chairman of the Board, President,
and 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 1984. In April 1993, Mr. Ryan was
named the senior vice president and chief
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 and Commerce from 1967
to 1971. Director of research and first vice
president of the Philadelphia Federal 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.
composed of M. Anthony Burns (Chairman), Barbara L. Bowles, and, Robert L. Ryan.
currently composed of Mark H. Willes (Chairman), George W. Buckley, Benjamin H.
mittee, which is currently composed of Manuel A. Fernandez (Chairman), Barbara L. Bowles, Kim B. Clark, and Robert L. Ryan.
ly composed of Norman R. Augustine (Chairman), George W. Buckley, M. Anthony Burns, and Anthony Luiso.
Last Updated/
Source
2007 Proxy
Robert L. Ryan.
Saul Centers, Inc. 7501 Wisconsin
Avenue, Suite 1500
Bethesda, Maryland 20814-6522
(301) 986-6200
www.saulcenters.com
Number of
Public or Number of N2K Contact
Female Names of Directors Age/Term/Expiration Background Information Board Compensation N2K Contact Name
Private Directors Number
Directors
President from 1993 to March 2003.
Senior Vice President and Secretary of
the B.F. Saul Real Estate Investment
Trust from 1987 to 2003. Executive Vice
68/ Director since 2003/ President of the B.F. Saul Company from Directors of the Company are Stephanie Ambrose/ Ellen
Public 12 0 Philip D. Caraci 410-277-2857
Expires 2009 1987 to 2003, with which he had been currently paid an annual Fish
associated since 1972. President of B.F.retainer of $20,000 and a fee of
Saul Property Company from 1986 to $1,200 for each Board or
2003. Trustee of the B.F. Saul Real Committee meeting attended,
Estate Investment Trust. and are annually awarded 200
shares of the Company‘s
President (1980 through 1996) and Common Stock. The shares are
Chairman of the Board of Trustees since issued on the date of each
1987 of the National Geographic Society, annual meeting of stockholders
Gilbert M. 75/ Director since 1993/
with which he has been associated since to each director serving on the
Grosvenor Expires 2009
1954. Director of Chevy Chase Bank, Board of Directors as of the
F.S.B.*, and a Trustee of the B.F. Saul record date of such meeting,
Real Estate Investment Trust. and transfer of the shares is
restricted for a period of 12
months following the date of
issue. For 2006, the directors
were awarded options to
purchase 2,500 shares of
Common Stock at an exercise
price of $40.35 per share,
representing the fair market
value of the Company‘s
Common Stock on May 1,
2006. Directors from outside
the Washington, D.C. area also
are reimbursed for out-of-
pocket expenses in connection
with their attendance at
annual meeting of stockholders
to each director serving on the
Board of Directors as of the
record date of such meeting,
and transfer of the shares is
restricted for a period of 12
Adjunct Professor Emeritus at months following the date of
Birmingham-Southern College from 1989 issue. For 2006, the directors
to 1999. Member of the Thrift were awarded options to
Depositors‘ Protection Oversight Board purchase 2,500 shares of
from 1990 until 1993. Vice Chairman Common Stock at an exercise
Philip C. Jackson, 78/ Director since 1993/ and a Director of Central Bancshares of price of $40.35 per share,
Jr. Expires 2009 the South (Compass Bancshares, Inc.) representing the fair market
from 1980 to 1989. Member of the Board value of the Company‘s
of Governors of the Federal Reserve Common Stock on May 1,
System from 1975 to 1978. Director of 2006. Directors from outside
Enterprise Products Partners GP* since the Washington, D.C. area also
2005. are reimbursed for out-of-
Managing Director of Navigant pocket expenses in connection
Consulting, Inc. since 2005. Chief with their attendance at
Financial Officer of J.E. Robert meetings.
50/ Director since 2002/
David B. Kay Companies from 2002 to 2005. Partner
Expires 2009
with Arthur Andersen LLP 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 2001 to
General Paul X. 78/ Director since 1993/ 2005. Commandant of the Marine Corps
Kelley Expires 2010 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. 77/ 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 Geographic Society.
64/ Director since 1993/
Patrick F. Noonan Member of the Board of Advisors of
Expires 2010
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.
45/ Director since 1997/ Saul Real 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
74/ Director since 1993/
B. Francis Saul II Executive Officer of Chevy Chase Bank,
Expires 2008
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
70/ Director since 2002/
John E. Chapoton Vinson & Elkins L.L.P. from 1984 to
Expires 2008
2000. Director of Stancorp Financial
Group*.
Of Counsel in the law firm of O‘Connor
& Hannan since 1986. Member of
James W. 79/ Director since 1993/ Congress from 1969 to 1977. U.S. Chief
Symington Expires 2008 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
73/ Director since 1993/ Securities Corporation from 1975 to
John R. Whitmore
Expires 2008 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.
In 2006, Messrs. Kelley, Kay, Longsworth, Noonan and Symington, were, and they currently are, the members of the Audit Committee, with General Kelley serving as chairman.
In 2006, Messrs. Grosvenor and Jackson were, and they currently are, the members of the Nominating and Corporate Governance Committee with Mr. Grosvenor serving as chairman.
In 2006, Messrs. Grosvenor and Jackson were, and they currently are, the members of the Compensation Committee with Mr. Grosvenor serving as chairman.
In year 2006, Messrs. Caraci, Jackson, Saul II and Saul III, were, and they currently are, the members of the Executive Committee, with Mr. Saul II serving as chairman.
Last
Updated/
Source
2007 Proxy
Report
ing as chairman.
nor serving as chairman.
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
Mayo A. Shattuck, 52/Director since
Public 11 2
III 1999/Expire in 2007
60/Director since
Yves C. Balmann
2003/Expire in 2007
41/Director since
Douglas L. Becker
1999/Expires in 2007
66/Director since
James T. Brady
1999/Expire in 2007
68/Director since
Edward A. Crooke
1999/Expires in 2007
53/Director since
James R. Curtiss
1999/Expire in 2007
Freeman A. 56/Director since
Hrabowski, III 1999/Expire in 2007
64/Director since
Nancy Lampton
1999/Expire in 2007
60/Director since
Robert J. Lawless
2002/Expire in 2007
67/Director since
Lynn M. Martin
2003/Expire in 2007
67/Director since
Michael D. Sullivan
1999/Expire in 2007
Executive Committee: Mr. Shattuck (Chairman), Crooke and Lawless
Audit Committee: Mr. Brady (Chairman), Crooke, and de Balmann.
Committee of Nuclear Power: Mr. Curtiss is Chairman, and Mr. Crooke, Ms. Lampton and Ms. Mar
Compensation Committee: Mr. Lawless is Chairman, and Messrs. Becker and Sullivan, Dr. Hrabow
Nominating and Corporate Governance Committee: Mr. Sullivan is Chairman, and Messrs. Becker
Constellation Energy Group, Inc. 750
East Pratt Street Baltimore,
MD 21202
http://www.constellation.com
(410) 783-2800
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
Chairman of the Board of Constellation
Energy since July 2002 and President and
CFO since November 2001; he has also Constellation Energy does not
been Chairman of the Board of Baltimore pay directors who are also
Gas and Electric Company since July 2002; employees of Constellation
he was Global Head of Investment Banking Energy or its subsidiaries for
and Global Head of Private Banking for their service as directors. In
Deutsche Banc Alex. Brown from June 2005, non-employee directors Stephanie Ambrose/
1999 to October 2001, and held various received the following 410-277-2857
Ellen Fish
officer positions during that period; from compensation: $50,000 annual
1997 to June 1999, he was Vice Chairman retainer, a $10,000 annual
of Bankers Trust Corporation; he is also a retainer for the audit committee
director of Capital One Financial chairman and a $5,000 annual
Corporation, Gap, Inc., the Edison Electric retainer for each other committee
Institute, the Nuclear Energy Institute and chairman,
the Institute of Nuclear Power Operations. common stock award with a
Also chairman, President, and CEO. value of approximately $50,000,
which stock is subject to pro rata
Co-Chairman of Bregal Investments since
forfeiture if board service ceases
September 2002. He was Co-Chairman and
during the year, $1,250 fee for
Co-CEO of Deutsche Banc Alex. Brown
each regular or special Board of
from June 1999 to April 2001, and a Senior
Directors or Board of Directors
Advisor to Deutsche Bank AG from April
committee meeting attended, and
2001 to June 2003; he was Vice Chairman
reasonable travel expense.
of Bankers Trust Co. from 1997 to June
1999; he is also a director of ESI Group, a
technology company based in France.
Chairman and CEO of Laureate Education,
Inc. (formerly Sylvan Learning Systems,
Inc.) since February 2000 and was
President and Co-CEO of Laureate
Education, Inc. from February 1991 to
February 2000; he is also Founder and
Principal of Sterling Capital Partners, an
investment company; he is a director of
Educate, 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, where he served
from 1995 to 1998; he 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, 2000, he also served as a
director, 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 Commission; he
is also a director of 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, McCormick &
Company, Inc., 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 company, Hardscuffle,
Inc., since 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 President
of McCormick & Company, 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
Secretary of Labor from 1991 to 1993;
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.
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, he was Chairman of the
Board of Golf 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.
ck (Chairman), Crooke and Lawless
airman), Crooke, and de Balmann.
. Curtiss is Chairman, and Mr. Crooke, Ms. Lampton and Ms. Martin are members.
awless is Chairman, and Messrs. Becker and Sullivan, Dr. Hrabowski and Ms. Martin are members.
nance Committee: Mr. Sullivan is Chairman, and Messrs. Becker and Lawless, Dr. Hrabowski and Ms. Martin are members.
Last
Updated
2007 Proxy
s.
CONSTELLATION ENERGY
PARTNERS LLC
111 Market Place
Baltimore, MD 21202
410-470-5619
http://www.constellationenerg
ypartners.com/portal/site/cer/
Number of
Public or Number of Names of
Female Age/Term/Expiration Business Background Information
Private Directors 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.,
Richard H. 54/ Director since 2006/ including Enterprise Products GP,
Public 5 0
Bachmann Expires 2008 LLC, the general partner of
Enterprise Products Partners L.P., a
publicly traded midstream energy
company, and EPE Holdings LLC,
the general partner of Enterprise GP
Holdings L.P., a publicly traded
midstream energy company holding
company. Mr. Bachmann also serves
as President and Chief Executive
Officer of the general partner of
Duncan Energy Partners L.P., a
publicly traded midstream energy
company and also an affiliate of
EPCO Inc.
Mr. Langdon currently is the
President and Chief Executive
Officer of Matris Exploration
Company, a privately held
exploration and production
company. From 1997 until 2002,
Mr. Langdon served as Executive
Vice President and Chief Financial
Officer of EEX Corporation, a
publicly traded exploration and
production company that merged
with Newfield Exploration
Company in 2002. Prior to that, Mr.
Langdon held various positions with
Richard S. 57/ Director since 2006/
the Pennzoil Companies from 1991
Langdon Expires 2008
to 1996, including Executive Vice
President—International
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-
55/ Director since 2006/
John N. Seitz Chief Executive Officer until
Expires 2008
September 2006. Prior to founding
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
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
40/ Director since 2006/
Felix J. Dawson Director—Portfolio Management
Expires 2008
for 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 2006/ Managing Director—Finance and
John R. Collins
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
N2K Contact Last
Board Compensation N2K Contact Name
Number Updated
For 2007, each
independent manager will
receive the following
compensation: • A
$40,000 annual cash
retainer.
• A common unit award
under our long-term
incentive plan with a value
Stephanie Ambrose/
of $75,000, such award to 410-277-2857 2007 Proxy
Ellen Fish
vest on March 1, 2008 and
to be forfeited on a pro-
rata basis if service as a
manager terminates 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.
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
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.
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 receive an
additional $10,000 annual
cash retainer.
n and Langdon.
, and Messrs. Bachmann and Langdon.
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
A. Kenneth 74/ Director since 1996/
Public 7 4
Nilsson Expires 2008
52/ Director since 1981/
Roberta Lipson
Expires 2008
Elyse Beth 50/ Director since 1981/
Silverberg Expires 2008
50/ Director since 1984/
Lawrence Pemble
Expires 2008
Julius Y. 77/ Director since 1996/
Oestreicher Expires 2008
Carol R. 58/ Director since 2000/
Kaufman Expires 2008
40/ Director sicne 2004/
Holli Harris
Expires 2008
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
CHINDEX INTERNATIONAL, INC.
7201 WISCONSIN AVENUE
BETHESDA, MARYLAND 20814
www.chindex.com (301) 215-7777
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
Mr. Nilsson has served as a Director of
the Company since January 1996 and
the Chairman of the Board of the
Company since October 2004.
Mr. Nilsson formerly served as
President of Cooper Laboratories, Inc.; Cash Compensation to Board Members:
President of Cooper Lasersonics, Inc.; Effective October 1, 2006, each director
who is not an employee of the Company is Stephanie Ambrose/
Managing Director of Pfizer Taito Ltd.; 410-277-2857
paid, for serving on the Board of Ellen Fish
President of Max Factor, Japan; and Directors, a retainer at the rate of $10,000
Chairman of the Monterey Institute of per annum and an additional $2,500 for
International Studies. Mr. Nilsson each meeting of the Company‘s
received a B.A. degree from the stockholders attended, $1,000 for each
meeting of the Board of Directors attended
University of Southern California and
and $750 for each meeting of a committee
an M.A. degree from the University of of the Board of Directors attended. Equity
California. Compensation to Board Members: The
Company grants Restricted Stock to its
outside directors on an annual basis.
Ms. Lipson served as the Chairman of
During fiscal
the Board of Directors from 1981 until 2007, each outside director was granted
2004 and has served as the Chief 3,000 shares of Restricted Stock. These
Executive Officer since 1981. From shares vest ratably at the first, second and
1979 until founding the Company in third anniversaries of the grant date.
Other: Board members are reimbursed for
1981, Ms. Lipson was employed in
reasonable expenses in attending meetings
China by Sobin Chemical, Inc., a of the Board of Directors and for expenses
worldwide trading company, as incurred in connection with their
Marketing Manager, coordinating complying with our corporate governance
marketing and sales of various policies. The Company also provides
directors‘ and officers‘ liability insurance
equipment in China. Ms. Lipson was and indemnity agreements for our
employed by Schering-Plough Corp. in directors.
the area of product marketing until
1979. Ms. Lipson received a B.A.
degree in East Asian Studies from
Brandeis University and an MBA
degree from Columbia University
Graduate School of Business.
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 Ms. Lipson at
Sobin Chemical, Inc. 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 1993 to the
present, Mr. Pemble 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 and business
law. Mr. 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 1995, she served as
Vice 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 was a
Financial Analyst with Amgen 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.
Harris (Chair), Ms. Kaufman, Mr. Oestreicher and Mr. Nilsson
e are Mr. Oestreicher (Chair), Ms. Kaufman and Mr. Nilsson
ting committee are Mr. Nilsson (Chair) and Mr. Oestreicher
Last
Updated/
Source
2007 Proxy
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
60/ Since 1997/ Expires
Public 8 1 Stewart Bainum Jr.
2008
66/ Since 2002/ Expires
Ervin R. Shames
2008
48/ Since 2004/ Expires
Gordon A. Smith
2008
41/ Since 2004/ Expires
Fiona Dias
2009
Charles A. 56/ Since 1998/
Ledsinger, Jr. Expires 2009
55/ Since 2000/
William L. Jews
Expires 2010
John T. 67/Director since
Schwieters 2005/Expires 2010
67/Director since
David C. Sullivan March 2006/Expires
2010
Compensation Committee: Ervin R. Shames (Chairman), David C. Sullivan, Gordon A. Smi
Audit Committee: David C. Sullivan, Ervin R. Shames, John T. Schwieters (Chairman)
Nominating and Corporate Governance Committee: Ervin R. Shames, Fiona Dias, John T.
Diversity Committee: Fiona Dias (Chair), Gordon A. Smith, William L. Jews
Choice Hotels International, Inc. 10750
Columbia Pike Silver Spring, MD 20901
www.choicehotels.com (888) 770-6800
Business Background Information Board Compensation N2K Contact Name
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 September 2001. From Stephanie Ambrose/ Ellen
March 1987 to September 1998, he was Chairman Fish
and Chief Executive Officer of the former Manor
· An annual retainer of restricted stock with a
Care, Inc. (now known as Manor Care of America, fair market value of $80,000, which vests in
Inc.) He served as President of Manor Care of three annual installments beginning one year
America, Inc. and Cheif Executive Officer of after the grant date. · $2,000 for each Board
ManorCare Health Services, Inc. from March or committee meeting attended in person;
$1,000 for each committee meeting attended
1987 to September 1998, and as Vice Chairman of
telephonically.
Manor Care of America, Inc. from June 1982 to · $3,000 for the chair of each committee
March 1987. meeting chaired in person, $1,500 for each
committee meeting chaired telephonically.
Since January 1995, Mr. Shames is an · $1,000 for the lead independent director for
independent management consultant to consumer each meeting chaired by the lead independent
goods and services companies, advising on director.
· $5,000 annual retainer for the Audit
management and marketing strategy. Since 1996
Committee chairman.
he has been a Lecturer at the University of · A restricted stock grant at the time of his or
Virginia's Darden Graduate School of Business. her initial election with a fair market value of
From December 1993 to January 1995, Mr. $50,000, which vests in three annual
Shames served as the Chief Executive Officer of installments
beginning one year after the grant date.
Borden, Inc. and was President and Chief
· Expenses of attending Board and Committee
Operating Officer of Borden, nc. from July 1993 meetings.
until Devember 1993. He served as President and
Chief 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 prior
positions include serving as Executive Vice
President of Operations 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 2000; Vice President,
Marketing & 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 February 1998; Senior Vice President 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.
He has served as President and Chief Executive
Officer of CareFirst, Inc. since 1998; President
and Chief Executive Officer of Blue Cross and
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-
Atlantic region 1989 to 2000; head of 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 2003; Executive Vice President and
Chief Operating Officer for Promus 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.
vin R. Shames (Chairman), David C. Sullivan, Gordon A. Smith
ullivan, Ervin R. Shames, John T. Schwieters (Chairman)
overnance Committee: Ervin R. Shames, Fiona Dias, John T. Schwieters (Chairman)
ias (Chair), Gordon A. Smith, William L. Jews
N2K Contact Last Updated/
Number Source
410-277-2857 2007 Proxy
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
63/Director since
Public 9 2 Patrick H. Nettles
2001/Expires in 2010
46/Director since
Gary B. Smith
2000/Expires in 2008
Stephen P. 65/Director since
Bradley, PhD 1998/Expires in 2009
68/Director
Harvey B. Cash since1994/Expires in
2008
55/ Director since 2006/
Bruce L. Clafin
Expires 2009
53/Director since
Lawton W. Fitt
2000/Expires in 2010
Judith M. 56/Director since
O'Brien 2000/Expires in 2008
Michael J. 56/Director since
Rowny 2004/Expires in 2010
65/Director since
Gerald H. Taylor
2000/Expires in 2009
Audit Committee: Stephen P. Bradley, Ph.D., Bruce L. Claflin, Lawton W. Fitt (Chairperson),
Compensation Committee: Harvey B. Cash, Judith M. O'Brien (Chairperson), Gerald H. Tayl
Governance and Nominations Committee: Stephen P. Bradley, Ph.D., Harvey B. Cash (Chai
CIENA Corp. 1201 Winterson Road
Linthicum, Maryland 21090
www.ciena.com (410) 865-4999
Business Background Information Board Compensation N2K Contact Name
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 serves as a Trustee for the Annual Retainer for Each Non-
California Institute of Technology and also Employee Director 2006 - Stephanie Ambrose/
serves on the Advisory Board to the President at $20,000: 2007 - $25,000 Ellen Fish
Georgia Institute of Technology; he also serves Additional Lead Outside Director
on the board of directors of Axcelis Retainer 2006 - $7,500: 2007 -
Technologies, Inc., Carrius Technologies, Inc. $7,500
and The Progressive Corporation. Audit Committee Chairperson
Retainer 2006 - $7,500: 2007 -
He has served as Ciena‘s President and CEO $20,000
since May 2001; served as President and COO Other Committee Chairperson
from October 2000 to May 2001; served as Retainer — 2007 - $7,500
Ciena‘s Senior Vice President, COO from Board Meeting Attendance 2006 -
August 1999 to October 2000, as Senior Vice $1,500: 2007 - $1,500
President, Worldwide Sales from September Board Meeting Attendance
1998 to August 1999, and was previously Vice (telephonic) — 2007 - $500
President of International Sales upon joining Audit Committee Meeting
Ciena in November 1997; he currently serves on Attendance (in person) 2006 -
the board of directors for CommVault Systems, $3,000 (Chairperson): 2007 -
Inc. and the American Electronics Association, $2,000 (Chairperson)
and also serves as a commissioner for the Global 2006 - $2,000 (other directors):
Information Infrastructure Commission. 2007 - $2,000 (other directors)
Other Committee Meeting
He is the William Ziegler Professor of Business Attendance (in person) 2006 -
Administration and teaches Competitive and $1,500 (Chairperson): 2007 -
Corporate Strategy in the Advanced $1,000 (Chairperson)
Management Program at the Harvard Business 2006 - $1,000 (other directors):
School; a member of the Harvard faculty since 2007 - $1,000 (other directors)
1968, he is also Chairman of Harvard‘s All Committee Meeting
Executive Program in Competition and Strategy: Attendance (telephonic) 2006 -
Building and Sustaining Competitive Advantage; $500: 2007 - $500
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; serves on the board of
directors of i2 Technologies Inc., Silicon
Laboratories, 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. Claflin also worked for 22 years at IBM,
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 banker with Goldman
Sachs & Co. from 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
corporate finance, mergers and 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 President and CEO of MCI‘s
International 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 stage technology
companies, since 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.
. Bradley, Ph.D., Bruce L. Claflin, Lawton W. Fitt (Chairperson), Michael J. Rowny
Harvey B. Cash, Judith M. O'Brien (Chairperson), Gerald H. Taylor
ns Committee: Stephen P. Bradley, Ph.D., Harvey B. Cash (Chairperson), Judith M. O'Brien
N2K Contact Last
Number Updated
410-277-2857 2007 Proxy
CELSION CORPORATION 10220-L
Old Columbia Rd Columbia, MD
21046-2364 www.celsion.com (410)
290-5390
Public Number of
Number of N2K Contact
or Female Names of Directors Age/Term/Expiration Background Information Board Compensation N2K Contact Name
Directors Number
Private Directors
Mr. Weaver was appointed Senior Vice
President and Chief Financial Officer of During the year ended
Sirna Therapeutics, Inc on February 13, December 31, 2006, each
2006. From 2002 to 2005 he was Vice director who was not also an
President, Chief Financial Officer and officer of the Company
Secretary of Nastech Pharmaceutical received annual cash
Company Inc. (NASDAQ: NSTK). Prior compensation in the amount of
to joining Nastech, Mr. Weaver held the $25,000 payable quarterly, and
positions of Vice President, Strategic an additional $1,000 for
Development, and Vice President and attendance at special meetings
Chief Financial Officer of Ilex Oncology, of the Board of Directors and
Inc., an oncology-focused each meeting of a committee of
biopharmaceutical company from 1999 the Board of Directors that was
51/ Director since 2005/ to 2002. During his tenure at Ilex, Mr. not held in conjunction with a Stephanie Ambrose/ Ellen
Public 7 0 Gregory Weaver Weaver was involved in a series of meeting of the Board of 410-277-2857
Expires 2008 Fish
strategic financings and acquisitions. Directors. In addition, on
Prior to Ilex, Mr. Weaver held several March 15, 2006 the Company
senior financial management positions, issued 6,127 shares of common
including Vice President and Chief stock to Dr. Link as a retainer
Financial Officer of Prism Technologies, for his services as Chairman of
a medical device company, and Chief the Board of Directors for the
Financial Officer of a division of Fidelity fiscal year ended December 31,
Capital. Mr. Weaver received a B.A. in 2006 and a cash allowance of
accounting from Trinity University in $25,000 to cover his expenses
San Antonio, Texas, and an M.B.A. in as Chairman of the Board of
finance from Boston College. He also Directors. Each other non-
served in the United States Air Force. executive director is
Mr. Weaver received his Certified Public reimbursed for his out-of-
Accountant license in 1985. 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 Committee
received an additional annual
cash fee of $5,000.
Additionally, during 2005, Dr.
Pace was paid a fee of $11,250
and reimbursed for out-of-
$25,000 to cover his expenses
as Chairman of the Board of
Directors. Each other non-
executive director is
reimbursed for his out-of-
pocket costs of attending
Dr. Chow has served as the Chief meetings of the Board of
Executive Officer of Harmony Asset Directors and of committees of
Limited since 1996, a publicly listed the Board of Directors.
investment company specializing in Additionally, the Chairman of
China and Hong Kong. He also serves as the Audit Committee received
the Chief Executive Officer of Pacific an additional annual cash fee of
Life Science Holdings Limited. From $8,000 and the Chairman of the
1990-1998, Dr. Chow was the Chief Compensation Committee
Executive Officer of Allied Group of received an additional annual
Companies based in Hong Kong. Prior to cash fee of $5,000.
this, Dr. Chow held increasingly senior Additionally, during 2005, Dr.
positions with Brunswick Corporation Pace was paid a fee of $11,250
and Outboard Marine Corporation. Dr. and reimbursed for out-of-
54/ Director since 2007/ pocket expenses incurred as
Dr. Augustine Chow Chow has held numerous directorships of
Expires 2008 Chairman of a Special
listed and non-listed companies,
principally in Hong Kong, China and the Committee of the Board of
UK. He has also participated and Directors assigned to provide
managed over fifty direct investments in oversight and support for
China. Dr. Chow holds a M.Sc. from management during the period
London Business School, a Ph.D. in from October 6, 2006 through
Transfer of Technology from the December 31, 2006. Dr.
University of South Australia, a DBA in Venkat, as a member of the
Internet Research from Southern Cross Special Committee, was paid a
University, and an Engineering Doctorate fee of $25,500 and reimbursed
in Commercialization of Radical for out-ofpocket expenses in
Innovation from the City University of performing his responsibilities
Hong Kong. as a member of that committee.
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 of
RTP Pharma and, from 2000 to 2002, Dr.
59/ Director since 2002 / Pace was Chairman and Chief Executive
Dr. Gary W. Pace
Expires 2009 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 South
Wales and a Ph.D. from MIT.
Since 2000, he has been Chief Executive
Officer and Chairman of the Board of
Sundari Enterprises, Inc. He has also
been Chairman of the Board of Provid
Pharmaceuticals, Inc. (since 2001),
Morphochem, Inc. (since 2000),
Automated Cell, Inc. (since 2000), Thar
Technologies, Inc. (since 2003), and
Indus Biotech Private Limited (since
2002), as well as a company based in
Germany IEP, GmbH (since 1996). Dr.
Venkat is a director of Genomics USA,
Inc., Strand Life Sciences Private
Limited, and Vice Chairman of
60/ Director since 2001/
Dr. Kris Venkat Transvivo, Inc. and Omicia Inc. Dr.
Expires 2010
Venkat is also a Senior Adviser to TVM
Techno Venture Management, Germany.
From 1992 to 2000, he served as
Chairman of the Board and Chief
Executive Officer of Phyton, Inc. and,
from 1993 to 2000, as Chairman of the
Board and Managing Director of its
wholly owned German subsidiary,
Phyton, GmbH. From 1990 to 1991, Dr.
Venkat was President and Chief
Executive Officer of Genmap, Inc. Dr.
Venkat is a Visiting Professor of
Chemical and Biochemical Engineering
at Rutgers University. He has held
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 Songbird
Hearing, Inc. From 1996 to 1998 he was
55/ Director since 2007/
Michael H. Tardugno Senior Vice President of Technical
Expires 2010
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. Olanoff was appointed President and
Chief Executive Officer in July 2005 and
elected to the Board of Directors in
August 2005. From 1995 to July 2005,
Dr. Olanoff was the senior Research and
Development executive for Forest
Laboratories Incorporated and was
appointed Executive Vice
President—Scientific Affairs on
November 30, 1998. From 1993 to 1995,
55/ Director since 2005/
Lawrence S. Olanoff Dr. Olanoff was Senior Vice President-
Expires 2009
Clinical Research and Development at
Sandoz Pharmaceutical Corporation. For
nine years prior thereto, Dr. Olanoff was
employed by The Upjohn Company,
where his last position was Corporate
Vice President—Clinical Development
and Medical Affairs. Dr. Olanoff holds a
Ph.D. degree in Biomedical Engineering
and M.D. degree from Case Western
Reserve University.
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 with Sandoz Pharma AG,
66/ Director since culminating in his appointment as
Max E. Link
1997/Expires 2010 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 Ph.D. in Economics from
the University of St. Gallen
(Switzerland).
Mr. Weaver (Chairman) and Drs. Link and Pace, 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) and Link currently comprise the Compensation Committee.
Last
Updated/
Source
2007 Proxy
Report
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
59/ Director since inception/
Public 9 0 Richard J. Morgan
Expires 2009
64/ Director since 2003/
Robert R. Mitchell
Expires 2009
64/ Director since 2005/
Jerome A. Watts
Expires 2008
66/ Director since inception/
Lamont Thomas
Expires 2007
Edward B. Howlin, 70/ Director since inception/
Jr. Expires 2007
Charles L. Hurtt, Jr., 60/ Director since 2003/
CPA Expires 2007
54/ Director since 2006/
George C. Shenk, Jr.
Expires 2009
Milton D. Jernigan, 52/Director since inception/
II Expires 2008
John A. Richardson, 63/ Director since 2003/
Sr. Expires 2008
The Audit Committee is currently comprised of Mr. Hurtt (Chairman) and Messrs. Mitchell a
The Company does not have a standing compensation committee.
The nominating committee consisting of all of the members of the Board of Directors who a
CommerceFirst Bancorp, Inc.
1804 West Street, Suite 200
Annapolis, Maryland 21401
www.commerce1st.com
(410) 280-6695
Background Information Board Compensation N2K Contact Name
Mr. Morgan is President and Chief Executive
Officer of CommerceFirst Bank and
Directors of the Company and
CommerceFirst Bancorp. From 1997 until July
Bank received compensation for
1999, he was a cabinet level advisor to the Anne
membership on the Board or
Arundel County Executive on issues relating to
attendance at Board or committee
the economy and economic development, and was
meetings in 2006. Directors of the
President and Chief Executive Officer of Anne
Company and the Bank (excluding
Arundel Economic Development Corporation.
Messrs Jernigan, II, Morgan and
From 1990 to 1997, Mr. Morgan served as
Thomas) were paid $100 per
President and Chief Executive Officer of
meeting attended, except for Mr.
Annapolis National Bank. He has over 36 years
Hurtt, the Chair of the Audit
of banking and financial management experience.
Committee, who received $150 per
He held leadership roles in commercial lending at Stephanie Ambrose/
meeting when serving in that
Marine Midland Bank (now HSBC) from 1970 Ellen Fish
capacity. The Company does not
though 1977 and with Maryland National Bank
currently maintain any plans
(now Bank of America) from 1977 to 1982. He
pursuant to which stock options,
held the positions of Chief Financial Officer of
restricted stock or other equity
Phillips Corporation and Toddson Corporation
based plans may be awarded to
from 1982 to 1990. He has served on numerous
directors. The Company does not
community boards, commissions and community
maintain any pension, retirement
service groups, including as Board member and
or deferred compensation plans in
Assistant Treasurer of the Anne Arundel Medical
which directors may participate.
Center; Board member and past Chair of United
Way of Anne Arundel County; Board and
Executive Committee as well as 2004 and 2005
Chair of the Annapolis and Anne Arundel
Chamber of Commerce; Chair of the Chamber's
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 local service and civic
organizations, 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 September 2005 to
fill a vacancy in the class 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 Treasurer (chief
operating and financial officer) and as a director
of Commerce Bank. 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 Concrete, Inc. In addition to real estate
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 programs in Prince George's County. Mr.
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. Shenk was appointed
to the Board of 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, Maryland. He served as General
Counsel to 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 Commerce.
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 partnerships located
throughout Anne 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.
mprised of Mr. Hurtt (Chairman) and Messrs. Mitchell and Richardson.
ding compensation committee.
g of all of the members of the Board of Directors who are "independent directors" within the meaning of NASD Rule 4200(a)(15).
Last
N2K Contact
Updated/
Number
Source
2007 Proxy
410-296-3582
Report
g of NASD Rule 4200(a)(15).
CARROLLTON BANCORP 344 North Charles
Street, Suite 300 Baltimore, Maryland 21201
www.carrolltonbank.com
(410) 536-7386
Number Number of
Public or N2K Contact
of Female Names of Directors Age/Term/Expiration Business Background Information Board Compensation N2K Contact Name
Private Number
Directors Directors
has served as a director of the Bank, since June 1994, Directors who are not employees of
and of the Company since October 1995. Mr. Breeden the Bank received a monthly retainer
48/ Since 1994/ Expires is currently a managing member of Security fee of $1,000 for Board meetings and Stephanie Ambrose/
Public 13 0 Steven K. Breeden an additional $300 for attending the 410-277-2857
2008 Development LLC and related real estate and Ellen Fish
development companies, a position he has held since Board meeting, and between $200 and
1980. $600 for each committee meeting
attended. The Chairman of the Board
He has served as a director of the Bank since February of the Bank received a monthly fee of
2002 and of the Company since February 2002. Since $1,450. Directors do not receive
55/ Since 2002/ Expires 1984, Mr. Hackerman has been Vice President of Ellin additional fees for their service as
Harold I. Hackerman
2008 & Tucker, a certified public accounting firm, and has directors of the Company. In addition,
provided audit, accounting and consulting services each non-employee director serving
since 1973. on the board of directors on the date
Klein has served as a director of the Bank since March of the Annual Meeting of the
1999 and of the Company since April 1999. Mr. Klein Shareholders received, pursuant to the
48/ Since 1999/ Expires has been Vice President and General Counsel for 1998 Plan, a grant of 630 stock
Howard S. Klein
2008 Klein‘s Super Markets, a family operated chain of options which vest in three equal
seven full serve supermarkets and related development installments commencing on the first
and operating companies since 1987. anniversary of the grant date,
assuming that the director is still
Counselman has served as a director of the Bank since serving as director of the Company on
April 1985 and of the Company since its inception in such dates. The Directors Deferred
1990. Mr. Counselman was elected Chairman of the Compensation Plan was frozen as of
Albert R. 58/ Since 1985/ Expires Board of the Company in January 2002. He has been 1990. No new participants have
Counselman 2009 President of Riggs, Counselman, Michaels & Downes, entered the Plan since 1990. These
Inc., an insurance brokerage firm, since September options have a maximum term of ten
1987, and served in various executive positions with years and an exercise price that may
that firm from 1972 to September 1987. not be less than 100% of the closing
price of the common stock on the date
of the grant. Directors options are
included in the computation of share
dilution. Options for 6,930
shares were granted in 2006 to
Compensation Plan was frozen as of
1990. No new participants have
entered the Plan since 1990. These
options have a maximum term of ten
years and an exercise price that may
not be less than 100% of the closing
has served as a director of the Bank since 1964 and of price of the common stock on the date
84/ Since 1964/ Expires the Company since its inception in 1990. He was, until of the grant. Directors options are
John P. Hauswald included in the computation of share
2009 his retirement in October 1989, President of The
Hauswald Bakery. dilution. Options for 6,930
has served as a director of the Bank since March 1999, shares were granted in 2006 to
and the Company since May 1999. He has been
President and CEO of Eastern Sales & Engineering, an
50/ Since 1999/ electrical contracting and service maintenance firm,
David P. Hessler
Expires 2009 since 1987 and was Vice President from 1986 to 1987.
Mr. Hessler has been Vice President of Advanced
Petroleum 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, 80/ Since 1955/ 1989 and a director since 1952, and was President
Jr. Expires 2009 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
58/ Since 2001/ appointment in 2001. He has been the
Robert J. Aumiller
Expires 2007 Executive Vice President and General Counsel of
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 corporation, since
69/ Since 2001/
Ben F. Mason August 2004. Prior to August 2004, Mr. Mason served
Expires 2007
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 2001. He
Charles E. Moore, 57/ Since 2001/
has been the Co-Founder, Director, President and
Jr. Expires 2007
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
55/ Director since management consulting firm. Under applicable law,
Francis X. Ryan
2007/ Expires 2009 since Mr. 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
66/ Director since applicable law, since Mr. Hermann was appointed as a
William L. Hermann
2006/ Expires 2008 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.
71/ Since 1970/ Mr. Rogers was senior title officer of The
John Paul Rogers
Expires 2007 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. Mason, Chairman, Aumiller, Breeden, Hackerman, and Moore.
The Nominating/Corporate Governance Committee is composed of Messrs. Hessler, Chairman, Breeden, and Moore.
Last
Updated/
Source
2007 Proxy
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
56/Director since 2003/
Public 9 1 William G. Byrnes
Expires 2009
43/Director since
inception in
John K. Delaney
2000/Chairman of the
Board/Expires 2009
Sara L. 39/Director since 2004/
Grootwassink Expires 2009
49/Director since 2000/
Thomas F. Steyer
Expires 2009
Andrew B. 45/Director since 2000/
Fremder Expires 2010
Lawrence C. 60/ Director since 2007/
Nussdorf Expires 2010
Frederick W. 43/ Director since 2000/
Eubank, II Expires 2008
49/ Director since
Jason M. Fish 2000/Vice Chairman of
the Board/Expires 2008
37 Director since
Timothy M. Hurd
2000/ Expires 2008
Our Audit Committee currently consists of William G. Byrnes, who serves as Chairman, Sara L. Grootwassink and L
resignation from the Board)
Our Compensation Committee currently consists of Timothy M. Hurd, who serves as Chairman, Tully M. Friedman a
Our Nominating and Corporate Governance Committee currently consists of Andrew B. Fremder, who serves as Ch
CapitalSource, Inc.
4445 Willard Avenue
12th Floor
Chevy Chase, MD 20815
www.capitalsource.com
(301) 841-2700
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
Directors of the Company who are
Mr. Byrnes has been a private investor also employees of the Company do
since January 2001. From June 1999 until not receive any additional
September 2005, Mr. Byrnes served as compensation for serving on the
founder and Chairman of Pulpfree, dba Board or any of its committees.
BuzzMetrics. From January 2000 until Non-employee directors each
April 2000, Mr. Byrnes served as interim receive an annual fee of $7,500 for
CEO of Meditrust Corp. From June 1999 service on the Board. In addition,
until December 2000, Mr. Byrnes was the each non-employee director is paid
Chairman and CEO of Inceiba, LLC, a $1,000 for each Board meeting they
start-up incubator. Mr. Byrnes was attend. Each non-employee director
previously a Distinguished Teaching also receives an option to purchase Stephanie Ambrose/
410-277-2857
Professor of Finance at Georgetown 15,000 shares of our common stock Ellen Fish
University‘s McDonough School of upon their initial appointment or
Business from August 1988 to May 1999. election to our Board and, on an
Mr. Byrnes served as a Managing Director annual basis, each non-employee
of Alex, Brown & Sons from July 1981 director receives an additional
until February 1998. Mr. Byrnes currently option to purchase 1,000 shares of
serves as non-executive Vice-Chairman common stock, except that members
and Lead Independent Director of the of the Audit Committee receive an
Board of Sizeler Property Investors, a real additional option to purchase 3,000
estate investment trust, and is on the Board shares of common stock. The per
of Regents of Georgetown University. share exercise price of all of the
options granted to our non-employee
Mr. Delaney is a co-founder of the
directors is equal to the fair market
company and Chief Executive Officer.
value per share on the date the
From inception until reorganization as a
option is granted. Non-employee
corporation, Mr. Delaney served as one of
directors who serve on our audit or
two Executive Managers. From 1993 until
other committees receive
its sale to Heller Financial in 1999, Mr.
compensation in addition to the
Delaney was the co-founder, Chairman
compensation they receive for
and Chief Executive Officer of HealthCare
service on our Board. All members
Financial Partners, Inc., a provider of
of our Audit Committee, other than
commercial financing to small and
the chairperson, receive an
medium-sized healthcare service
additional $20,000 per year for
companies.
service on the committee. The
chairperson receives an additional
$44,000 per year. All Audit
Committee members also receive an
additional $2,000 for each Audit
Committee meeting they attend. All
members of any other committee of
our Board, other than the
chairperson of a committee, receive
$5,000 per year for each committee
on which they serve. The
chairperson of each other committee
compensation they receive for
service on our Board. All members
of our Audit Committee, other than
the chairperson, receive an
additional $20,000 per year for
service on the committee. The
Ms. Grootwassink has served as the Chief chairperson receives an additional
Financial Officer of Washington Real $44,000 per year. All Audit
Estate Investment Trust since May 2002, Committee members also receive an
after joining the Trust in December 2001 additional $2,000 for each Audit
as Managing Director, Finance and Capital Committee meeting they attend. All
Markets. From 1999 through 2001, Ms. members of any other committee of
Grootwassink served as Vice President, our Board, other than the
Finance and Investor Relations at chairperson of a committee, receive
Corporate Office Properties Trust and, $5,000 per year for each committee
previously, as Equity Analyst at Johnston, on which they serve. The
Lemon & Co. Ms. Grootwassink is a chairperson of each other committee
member of the Strategic Planning receives $7,500 per year. All
Committee of Washington Hospital Center committee members also receive an
and is a chartered financial analyst and a additional $1,000 for each
certified public accountant. committee meeting they attend. Non-
employee directors may receive
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 1986. Mr. Steyer is also
a managing 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 Officer of
Farallon until February 1, 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 1998.
Also, since 1977 he has been 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. 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 in Wachovia‘s
Specialized Industries 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. Mr.
Fish was responsible for the real estate
activities of and was involved in 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 capacities at Madison
Dearborn Partners, LLC. Prior to joining
Madison Dearborn Partners in 1996, Mr.
Hurd was a financial analyst with
Goldman, Sachs & Co.
G. Byrnes, who serves as Chairman, Sara L. Grootwassink and Lawrence C. Nussdorf (appointed on March 2, 2007 upon Dennis P. Lockha
f Timothy M. Hurd, who serves as Chairman, Tully M. Friedman and Thomas F. Steyer
mittee currently consists of Andrew B. Fremder, who serves as Chairman, Sara L. Grootwassink and Paul R. Wood.
Last
Updated/
Source
2007 Proxy
07 upon Dennis P. Lockhart’s
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
65/Director since 1987/
Public 7 1 Michael R. Klein
Expires 2007
Andrew C. 43/ Director since 1987/
Florance Expires 2007
64/ Director since 1995/
David Bonderman
Expires 2007
66/ Director since 1995/
Warren H. Haber
Expires 2007
67/ Director since 1999/
Josiah O. Low, III
Expires 2007
Christopher J. 44/ Director since
Nassetta 2002/ Expires 2007
Catherine B. 49/ Director since
Reynolds 204/ Expires 2007
Audit Committee: Warren H. Haber, Josiah O. Low, III, Catherine B. Reynolds
Compensation Committee: Michael R. Klein, David Bonderman, Warren H. Haber, Christoph
Nominating and Corporate Governance Committee: Michael R. Klein, Josiah O. Low, III, Chr
COSTAR GROUP, INC.2 Bethesda
Metro Center 10th Floor Bethesda,
MD 20814 www.costar.com (301)
215-8300
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
Michael R. Klein has been the Chairman
of our Board of Directors since he and Mr.
Florance founded the Company in 1987.
He has been a partner of the law firm
Wilmer Cutler Pickering Hale & Dorr, Each director, other than the Stephanie Ambrose/
LLP since 1974. Mr. Klein serves as Vice Chairman of the Board and any 410-277-2857
Ellen Fish
Chairman of the Board of Directors of employee director, receives
Perini Corporation and as a director of $15,000 annually as
SRA International, Inc. Chairman of compensation for serving on
CoStar Group, Inc. Partner, Wilmer Cutler the Company‘s Board of
Pickering Hale & Dorr LLP. Directors. Each director, other
than the Chairman of the Board
Andrew C. Florance is one of our founders
and any employee director,
and has served as our President and as a
receives $2,000 for each
director since 1987 and as our Chief
meeting of the Board of
Executive Officer since 1995. Prior to
Directors attended in person or
founding the Company, Mr. Florance held
by telephone. The Chairman of
primary responsibility for developing the
the Board of Directors receives
first generation of software products for
$120,000 annually as
Federal Filings, an SEC Form 13-D
compensation for additional
tracking service, which was later acquired
services that he is required to
by Dow Jones. Mr. Florance was a co-
perform in his role as chairman
founder of a commercial real estate
of the Company. Stock options
information trade association (REI-NEX)
available.
and served on its board of directors from
1993 to 1996. Mr. Florance also serves on
the Board of Trustees of The St. Andrews
School. He received a B.A. in economics
from Princeton University. CEO &
President, CoStar Group, Inc.
David Bonderman is a founding partner of
Texas Pacific Group, a private equity firm
that includes TPG Partners, L.P., TPG
Partners II, L.P., TPG Partners III, L.P,
and TPG Partners IV, L.P. He is an
officer, director and shareholder of the
investment managers and general partners
of such funds. Mr. Bonderman currently
serves on the board of directors of the
following public companies: Ducati Motor
Holding S.p.A.; Ryanair Holdings, plc, of
which he is Chairman; and Gemplus
International S.A.
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. Haber is also
Managing General 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 he most recently served as
Managing 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
Development Officer and in various 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 Marriott Corporation.
Catherine B. Reynolds has been the
Chairman, Chief Executive Officer and
President of EduCap, Inc. a not-for-profit
corporation that provides education
financing, since 1989. In addition, she has
been the Chairman and Chief Executive
Officer of The Catherine B. Reynolds
Foundation since 2000. Prior to that, from
1993 to 2000, she was the Chairman and
the founder of Servus Financial
Corporation. Ms. Reynolds currently
serves on the board of directors of Zenith
Insurance Company, and is a trustee for
both Vanderbilt University and the
Kennedy Center for the Performing Arts.
Chairman, CEO & President, EduCap,
Inc.; Chairman & CEO, The Catherine B.
Reynolds Foundation.
. Haber, Josiah O. Low, III, Catherine B. Reynolds
Michael R. Klein, David Bonderman, Warren H. Haber, Christopher J. Nassetta
Governance Committee: Michael R. Klein, Josiah O. Low, III, Christopher J. Nassetta
Last
Updated/
Source
2007 Proxy
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
41/Director since
Public 11 1 Joel Ackerman
1999/Expires in 2008
Emerson D. Farley, Jr., 68/Director since 1994/
M.D. Expires in 2008
64/Director since
Lawrence N. Kugelman
1992/Expires in 2008
52/Director since 2005/
Dale B. Wolf
Expires in 2008
65/Director since 2004/
L. Dale Crandall
Expires in 2007
58/Director since 1998/
Elizabeth E. Tallett
Expires in 2007
64/Director since
Allen F. Wise
1996/Expires in 2007
62/Director since
John H. Austin, M.D.
1988/Expires in 2009
Rodman W. Moorhead, 63/ Director since
III 1997/ Expires in 2009
55/ Director since
Timothy T. Weglicki
2001/ Expires in 2009
42/Member since
Daniel N. Mendelson
2005/Expire 2009
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. Weglick
The members of the Nominating/Corporate Governance Committee are Joel Ackerman (Chair), Daniel N. Mendelson and Timo
COVENTRY HEALTH CARE 6705
Rockledge Drive, Suite 900
Bethesda, MD 20817-1850
www.cvty.com 301-581-0600
Business Background Information Board Compensation N2K Contact Name
He is a general partner of Warburg Pincus
& Co. and a Managing Director of Warburg
Pincus LLC, where he has been employed
since 1993. He is a director of Medical Stephanie Ambrose/
Staffing Network Holdings, Inc., a leading Ellen Fish
medical staffing company and provider of
per diem nurse staffing services, as well as
several privately held companies.
Upon joining the Board, new non-
He became a Trustee serving on the Board employee directors will receive a
of Trustees of Fork Union Military one-time initial grant of a non-
Academy in April 2003. From 1998 to qualified stock option to purchase
December 2003, he served as a Trustee on 10,000 shares of common stock
the Board of Trustees of First Baptist vesting in equal amounts over four
Church of Ashland, Virginia. From 1972 to years at an exercise price equal to
2002, Dr. Farley was engaged in the private the closing market price on the date
practice of medicine in Richmond, Virginia of grant. Compensation for non-
and has been self-employed since July employee directors elected to the
1997. From 1989 until September 1997, he Board after January 1st will be
was the Medical Consultant for Signet Bank prorated.
in Richmond, Virginia. From 1991 to The Board approved the 2006
March 2002, Dr. Farley was the Vice- Program and an amendment to the
Chairman of Doctors Insurance Reciprocal 2004 Incentive Plan providing for
Risk Retention Group (―DIR‖), which awards to nonemployee directors
provided medical malpractice insurance (the ―Amendment‖), effective as of
coverage to physicians. On January 31, January 1, 2006. The stockholders
2003, DIR was placed in receivership, with approved the Amendment at its
DIR‘s consent, by the Chancery Court of annual meeting held on May 18,
Davidson County, Tennessee, due to the 2006. The Board set the annual
financial instability of DIR‘s reinsurer, compensation under the 2006
Reciprocal of America. 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
chair retainers, which are set forth in
the table below. The non-employee
directors elected the form of
payment (cash, restricted stock,
stock options or deferred cash or
deferred stock units) prior to the
effective date of the 2006 Program.
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
He has been a director of Arcadian
as compensation for participation in
Management Services, Inc., a company that
the Board‘s five regularly scheduled
owns and manages rural health care
meetings and overall service as
provider networks, since July 2001, and a
director, but exclusive of committee
director since October 2002 of Valeant
and special Board meeting fees and
Pharmaceuticals International (formerly
chair retainers, which are set forth in
ICN Pharmaceuticals, Inc.), a global,
the table below. The non-employee
research-based pharmaceutical company
directors elected the form of
that develops, manufactures, distributes and
payment (cash, restricted stock,
sells pharmaceutical, research and
stock options or deferred cash or
diagnostic products. Since 2003, he has
deferred stock units) prior to the
been a Director of AccentCare, Inc., a
effective date of the 2006 Program.
company which provides in-home health
care and support services. Since March
2005 he has been a director of LABONE,
Inc., a diagnostic services provider. Mr.
Kugelman has been a private investor and
business consultant since
October 1996. Prior to that, Mr. Kugelman
served as the Company‘s interim Chief
Executive Officer and President from
Chief Executive Officer of our Company
since January 2005. Prior to that he served
as
Executive Vice President, Chief Financial
Officer and Treasurer of our Company from
December 1996 to December 2004. He is a
director and a member of the audit
committee of HealthExtras, Inc., a provider
of pharmacy benefit 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 UnionBanCal, a bank holding
company 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 Cox family of mutual funds.
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
Ellard Pharmaceuticals, Inc. and 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,
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 October 1996 to
December 2004. He is a director and a
member of the audit committee of NCO
Group, Inc., a provider of accounts
receivable management and other
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 health maintenance
organizations, since 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 President
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 Learning Corporation, a
computer-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 Director of Alex. Brown &
Sons, where 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 the not-for-profit
sector. Prior to 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.
hair), L. Dale Crandall and Elizabeth E. Tallett.
(Chair), Rodman W. Moorhead, III and Timothy T. Weglicki.
are Joel Ackerman (Chair), Daniel N. Mendelson and Timothy T. Weglicki.
N2K Contact Last
Number Updated
410-277-2857 Proxy 2007
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
Thomas K. 61/ Director since
Public 5 0
Langbein 1980/Expires in 2007
50/Director since
Stephen W. Everett 2000/Chairman of the
Board/Expires in 2007
64/Director since
Robert W. Trause
1998/Expires in 2007
Alexander 69/Director since
Bienenstock 2001/Expires in 2007
67/Director since
Peter D. Fischbein
2004/Expires in 2007
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. Fisc
Nominating and Corporate Governance Committee is comprised of Robert W. Trause, Alexander Bienenstock and
DIALYSIS CORPORATION OF AMERICA
1302 Concourse Drive, Suite 204
Linthicum, Maryland 21090
(410) 694-0500
www.dialysiscorporation.com
Business Background Information Board Compensation N2K Contact Name
There are no standard
He is Chairman of the Board and was CEO of the Company arrangements for compensating
until May 29, 2003. Mr. Langbein was the Chairman of the directors for services as directors
Board, CEO and President of Medicore, Inc., DCA‘s parent or for participating on any
Company until the merger of Medicore with and into DCA committee. We reimburse Stephanie Ambrose/
on September 21, 2005. Mr. Langbein is President, sole directors for travel and related Ellen Fish
shareholder and director of Todd & Company, Inc., an out-of-pocket expenses incurred
NASD member broker-dealer that is registered with the SEC. in attending shareholder, board
Todd & Company is currently inactive. and committee meetings, which
expenses have been minimal. In
Mr. Everett has been involved in the healthcare industry for
lieu of any cash compensation or
over 26 years, primarily responsible for oversight, deal
per-meeting fees to directors for
structuring, physician recruitment and practice management
acting as such, we have provided
in the renal healthcare field. He joined the Company in
directors, among others, with
November, 1998 as Vice President, became Executive Vice
options to purchase common
President in June, 1999, President on March 1, 2000, and
stock of the Company at exercise
CEO on May 29, 2003
prices no less than the fair
Mr. Trause is a senior commercial account specialist engaged market value as of the date of
in the marketing of commercial insurance specializing in grant. We did not grant any
property and casualty insurance sales to mid-to-large range options to members of our board
companies. He has been affiliated with an insurance agency in 2005. See ―Beneficial
in New Jersey since 1991. Ownership of the Company‘s
Mr. Bienenstock is an attorney who has specialized in Securities.‖ In February, 2005,
securities and corporate matters for over 30 years. From the Company provided director
September, 2000 through October, 2001 he was a legal fees of $20,000 to each director,
consultant with IDT Corp., a NYSE telecommunications except to Thomas K. Langbein,
Company. He had been affiliated with several law firms, and who received a $100,000 fee in
is currently a sole practitioner and real estate broker. Mr. recognition of his services as
Bienenstock‘s background includes having been an adjunct Chairman of the Board, which
assistant professor in accounting and management at New fee continues each year Mr.
York University, and, for approximately 10 years, Chief Langbein retains the position as
Attorney, Branch of Small Issues of the New York Regional Chairman of the Board of
Office of the SEC. Directors of the Company.
Stephen W. Everett, director,
Mr. Fischbein is an attorney. He was a director of Medicore,
President and CEO, received a
a position he held since 1984, until its merger with DCA in
$250,000 bonus for his efforts on
September 2005. Mr. Fischbein was a director of Viragen,
behalf of the Company and also
Inc., a public Company and former subsidiary of Medicore
received a salary increase. See
from 1981 to 2002.
below, ―Employment Contracts,
W. Trause, Alexander Bienenstock and Peter D. Fischbein.
f Robert W. Trause, Alexander Bienenstock and Peter D. Fischbein.
mittee is comprised of Robert W. Trause, Alexander Bienenstock and Peter D. Fischbein.
N2K Contact Last
Number Updated
410-277-2857 Proxy 2007
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 retail developments
and mixed-use developments and a publicly traded
60/ Director since 2005/ company listed on the New York Stock Exchange.
Maureen L. McAvey
Expires 2007 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 holds two master‘s degrees,
one from the University of Minnesota and one from
Audit Committee is comprised of Daniel J. Altobello, W. Robert Grafton (Chair), Gilbert T. Ray, and Maureen L. McAvey.
Compensation Committee is comprised of three independent directors, 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).
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
49/ Director since 2004/
Public 7 0 Fuad El-Hibri
Expires 2010
55/ Director since 2005/
Jerome M. Hauer
Expires 2010
51/ Director since 2001/
Ronald B. Richard
Expires 2010
Zsolt Harsanyi, 63/ Director since 2004/
Ph.D. Expires 2008
54/ Director since 2004/
Joseph M. Allbaugh
Expires 2009
40/ Director since 2005/
Shahzad Malik
Expires 2009
Louis W. Sullivan, 73/ Director since 2006/
M.D. Expires 2008
The members of our audit committee are Dr. Harsanyi, Dr. Malik and Mr. Richard. Dr. Harsanyi chairs th
The members of our compensation committee are Dr. Harsanyi, Dr. Malik and Mr. Richard. Mr. Richard
The members of our nominating and corporate governance committee are Dr. Harsanyi and Mr. Richard
EMERGENT BIOSOLUTIONS INC.
2273 RESEARCH BOULEVARD, SUITE
400
ROCKVILLE, MARYLAND 20850
301-795-1877
http://www.emergentbiosolutions.com/
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
Mr. El-Hibri has served as chief executive
officer and as chairman of our board of
directors since June 2004. Mr. El-Hibri served
as president from March 2006 to April 2007.
Mr. El-Hibri served as chief executive officer
and chairman of the board of directors of
BioPort Corporation from May 1998 until
June 2004, when, as a result of our corporate Under our director
reorganization, BioPort became a wholly compensation program, we
owned subsidiary of Emergent BioSolutions. pay each of our non-
We subsequently renamed BioPort as employee directors an annual
Emergent BioDefense Operations Lansing Inc. retainer of $20,000 for
Mr. El-Hibri served as chairman of Digicel service as a director. Each
Holdings, Ltd., a privately held non-employee director also
telecommunications firm, from August 2000 to receives a fee for each board Stephanie Ambrose/
and committee meeting 410-277-2857
October 2006. He served as president of Ellen Fish
Digicel from August 2000 to February 2005. attended. The board meeting
Mr. El-Hibri has served as chairman of East fee is $1,500 for attendance
West Resources Corporation, a venture capital in person and $500 for
and financial consulting firm, since June 1990. attendance by telephone. The
He served as president of East West Resources audit committee meeting fee
from September 1990 to January 2004. Mr. El- is $1,500 for attendance in
Hibri is a member of the board of trustees of person and $500 for
American University, a member of the board attendance by telephone. The
of directors of the International Biomedical compensation committee
Research Alliance, an academic joint venture meeting fee is $1,000 for
among the National Institutes of Health, or attendance in person and
NIH, Oxford University and Cambridge $300 for attendance by
University, and a member of the board of telephone. The nominating
trustees of the National Health Museum, a non- and corporate governance
profit institution developing a museum of committee meeting fee is
$1,000 for attendance in
person and $300 for
attendance by telephone.
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
committee receives an annual
retainer of $3,000. We
meeting fee is $1,000 for
attendance in person and
$300 for attendance by
telephone. The nominating
and corporate governance
committee meeting fee is
Mr. Hauer has served as chief executive
$1,000 for attendance in
officer of The Hauer Group, a consulting
person and $300 for
services firm, since March 2006. Mr. Hauer
attendance by telephone.
served as senior vice president and co-chair of
Each member of our audit
the homeland security practice of Fleishman-
committee receives an
Hillard Government Relations, a government
additional annual retainer of
relations service firm, from January 2005 to
$5,000. Each member of our
March 2006. Prior to joining Fleishman-
compensation committee
Hillard, Mr. Hauer served as the director of
receives an additional annual
Response to Disaster and Emergencies
retainer of $3,000. Each
Institute and assistant professor at the George
member of our nominating
Washington University School of Public
and corporate governance
Health from November 2003 to December
committee receives an annual
2004. Mr. Hauer served as acting assistant
retainer of $3,000. We
secretary for public health emergency
reimburse our non-employee
preparedness of the U.S. Department of Health
directors for out-of-pocket
and Human Services, or HHS, from June 2002
expenses incurred in
to November 2003 and as director of the office
connection with attending our
of public health preparedness of HHS from
board and committee
May 2002 to June 2002. He also served as
meetings.
managing director of the crisis and
consequence management group at Kroll
Associates, a risk consulting firm, from
October 2000 to February 2002. Mr. Hauer
served as the first director of the New York
City Mayor‘s Office of Emergency
Management under Mayor Rudolph Giuliani.
He also served as the director of Emergency
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
operating officer of In-Q-Tel, a venture capital
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 joint venture among the
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. Harsanyi was vice president
of corporate 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
transportation of the Oklahoma Department of
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. Malik has served as a general partner of
Advent Venture Partners, a venture capital
firm, since April 1999. Prior to joining Advent
Venture Partners, Dr. Malik spent two years at
McKinsey & Company where he focused on
healthcare and investment banking and six
years as a practicing physician specializing in
cardiology. Dr. Malik serves on the board of
directors for several private biotechnology
companies. Dr. Malik received his M.D. from
Cambridge University and an M.A. in
physiological sciences from Oxford
University.
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,
Inc., a trustee of Morehouse School of
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.
Dr. Harsanyi, Dr. Malik and Mr. Richard. Dr. Harsanyi chairs the committee.
ttee are Dr. Harsanyi, Dr. Malik and Mr. Richard. Mr. Richard chairs the committee.
orate governance committee are Dr. Harsanyi and Mr. Richard. Dr. Harsanyi chairs the committee.
Last
Updated
Proxy 2007
Number of
Public or Number of
Female Names of Trustees Age/Term/Expiration
Private Trustees
Trustees
80/Director since
Public 10 0 Leonard L. Abel
inception/Expires 2008
Leslie M. 64/Director since 2003/
Alperstein, Ph.D. Expires 2008
57/ Director since
Dudley C. Dworken
1999/Expires 2008
59/ Director since 2004/
Michael T. Flynn
Expires 2008
77 Director since
Eugene F. Ford, Sr.
inception/ Expires 2008
66/Director since 2003/
Philip N. Margolius
Expires 2008
51/ Director since
Ronald D. Paul
inception/ Expires 2008
61/ Director since 2007/
Donald R. Rogers
Expires 2008
Harvey M. 51/ Director since 2007/
Goodman Expires 2008
Leland M. 44/Director since April
Weinstein 2005/Expires 2008
The Audit Committee of the Company is currently comprised of Mr. Dworken, the Chairman, and Messrs. Abel, Alpe
During most of 2006, the Company’s Board of Directors did not have a standing compensation committee. During 2
of Mr. Blitz, the Chairman, and Messrs. Abel, Dworken, Flynn, Murphy, Natovitz, Paul, Rogers and Weinstein.
The Board of Directors has a standing nominating committee, consisting of all of the members of the Board of Direc
Rule 4200.
Eagle Bancorp, Inc.
7815 Woodmont Avenue
Bethesda, Maryland 20814
www.eaglebankmd.com
(301)-986-1800
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
Until retiring in 1993, Mr. Abel was
partner-in-charge of the certified public
accounting firm of Kershenbaum, Abel,
Kernus and Wychulis, During 2006, each non-employee
Rockville,Maryland with which he director of the Company and
served for forty-five years. From October Bank, other than Mr. Abel,
1996, until resigning in September 1997, received an annual retainer of
Mr. Abel was a member of the Board of $5,000 in cash ($7,500 if a
Directors of F&M National Corporation member of both the Bank and
(NYSE) and its wholly owned Company Board of Directors),
subsidiary, F&M Bank- Allegiance, plus a cash fee of $300 for each
Bethesda, Maryland, and prior to that meeting of the Board of Directors
time was Chairman of the Board of of the Company, the Board of
Allegiance Bank, N.A. (collectively with Directors of the Bank or a Stephanie Ambrose/
committee of the Board of the 410-277-2857
F&M Bank - Allegiance, "Allegiance") Ellen Fish
and its holding company Allegiance Company or the Bank attended
Banc Corporation, from their ($400 per meeting of a committee
organization until their acquisition by if serving as chair of the
F&M National Corporation, which was committee). Directors of both the
subsequently acquired by BB&T Company and the Bank are
Corporation ("F&M"). Mr. Abel was eligible to receive grants of
also Chairman of the Board of Directors options under the Company‘s
of Central National Bank of Maryland stock option plans, however, no
from 1968 until its acquisition in 1986 options were issued to any non-
by Citizens Bank of Maryland (now employee directors in 2006, and
SunTrust Banks, Inc.). no expense related to prior grants
was recognized in 2006. In 2006,
an aggregate of $88,850 in
retainers and meeting fees were
paid for service on the Board of
Directors of the Company and
$215,550 was paid for service on
the Board of Directors of the
Bank. During 2007, non-
employee directors, other than
Mr. Abel, are entitled to receive
an annual cash retainer of $5,000
($7,500 if serving on both the
Company and Bank Board of
Directors) and a per meeting fee
of $300 ($400 if serving as chair
of a committee). Fees paid to
members of the Board of
Directors are determined by the
Board in its discretion.
stock option plans, however, no
options were issued to any non-
employee directors in 2006, and
no expense related to prior grants
was recognized in 2006. In 2006,
an aggregate of $88,850 in
President of Washington Analysis, Corp. retainers and meeting fees were
and its predecessor firm, Washington paid for service on the Board of
Analysis LLC, a leading governmental Directors of the Company and
policy investment research group in $215,550 was paid for service on
Washington, D.C., since its inception in the Board of Directors of the
1973. He has served as Executive Bank. During 2007, non-
Managing Director and Director of employee directors, other than
Research of HSBC Securities, Inc., Mr. Abel, are entitled to receive
Director of Economic and Investment an annual cash retainer of $5,000
Research for NatWest Securities, ($7,500 if serving on both the
Prudential Securities, Shields Model Company and Bank Board of
Roland, Inc. and Legg Mason & Co. His Directors) and a per meeting fee
professional memberships include the of $300 ($400 if serving as chair
National Association of Business of a committee). Fees paid to
Economists, the National Economists members of the Board of
Club, and the Washington Society of Directors are determined by the
Investment Analysts. Mr. Alperstein was Board in its discretion.
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 Banc Corporation from 1988
until its 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 Financial, Inc., and
prior to that held 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. Ford is engaged in the business of
property management and development
with Mid-City Financial Corporation, an
apartment developer, of which he was
Chairman until 2005 and president until
1996. He is Chairman of the Community
Preservation and Development
Corporation, a non-profit organization in
the business of preserving public purpose
housing complexes and
providing social program support for
residents thereof. Mid-City Financial is
the largest owner of assisted living
housing units in Maryland and the
Washington metropolitan area. Mr. Ford
has received numerous awards for his
work in the housing development field.
Mr. Ford is the father of Eugene F. Ford,
Jr., a director of the Bank.
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 planning,
probate, real estate, non-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
Republic Properties Trust, a New 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 its Chairman from
2002 to 2003.
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 of the Board of
Directors of 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 Insurance
Adjusters, and is a director 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.
Weinstein has been appointed to
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.
mprised of Mr. Dworken, the Chairman, and Messrs. Abel, Alperstein and Ford.
ors did not have a standing compensation committee. During 2006, the Compensation Committee of the Bank, currently comprised
en, Flynn, Murphy, Natovitz, Paul, Rogers and Weinstein.
ommittee, consisting of all of the members of the Board of Directors who are "independent directors" within the meaning of NASD
Source
2007 Proxy
nk, currently comprised
e meaning of NASD
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
61/ Director since 2001/
Public 9 0 Frank T. Sample
Expires 2009
69/ Director since 2005/
Stuart H. Altman
Expires 2009
51/ Director since 2000/
Michael G. Bronfein
Expires 2010
53/ Director since 1998/
Brian A. Rosenfeld
Expires 2010
62/ Director since 2005/
Van R. Johnson
Expires 2010
53/ Director since 1998/
John K. Clarke
Expires 2008
51/ Director since 2005/
Frances M. Keenan
Expires 2009
Thomas G. 55/ Director since 2000/
MicKinley Expires 2008
55/ Director since 2000/
Ralph C. Sabin
Expires 2008
The Audit Committee of the Board of Directors is currently composed of three directors: Messrs. Sabin (Chair)
committee and attended meetings until April 4, 2007, when he resigned from the committee as he no longer m
members.
The Compensation Committee currently is composed of three directors: Messrs. Clarke (chair), McKinley and Oak
The Nominating and Corporate Governance Committee currently is composed of three directors: Messrs. McKinle
Visicu, Inc. 217
East Redwood Street, Suite 1900
Baltimore, MD 21202
(410)-276-1960
www.visicu.vom
N2K Contact
Background Information Board Compensation N2K Contact Name
Number
From October 1997 until June 2001, Mr. Sample
served as President and Chief Executive Officer
of VitalCom, a public wireless patient monitoring
technology company. From June 2001 to
September 2001, Mr. Sample served as Vice
Chairman of Data Critical Corporation, a For fiscal year 2006,
healthcare focused wireless communications each non-employee
company, following its merger with VitalCom, director received $1,000
Inc. From December 1990 to July 1997, Mr. for each Board meeting
Stephanie Ambrose/
Sample served as President and Chief Executive attended, and $1,000 for 410-277-2857
Ellen Fish
Officer of PHAMIS, Inc., a provider of patient each committee meeting
centered medical record information systems. attended whether
From August 1997 to October 1997, Mr. Sample attendance was in-person
served as Executive Vice President at IDX or by telephone or video
Systems Corporation, a leading provider of conference). Directors
information technology to the healthcare industry, who are employees
following its merger with PHAMIS. Mr. Sample receive no compensation
holds a B.B.A. in Business Administration from for their services as
Cleveland State University. directors. All directors,
however, received
reimbursement for out-of-
pocket expenses of the
directors associated with
attending Board and
committee meetings.
Prior to becoming a
public company on April
5, 2006, non-employee
directors did not receive
any cash compensation
for their services. All
directors, however,
received reimbursement
for out-of-pocket
expenses of the directors
associated with attending
Board and committee
meetings prior to
becoming a public
company.
or by telephone or video
conference). Directors
who are employees
receive no compensation
for their services as
directors. All directors,
Dr. Altman has been a Professor of National however, received
Health Policy at The Heller School at Brandeis reimbursement for out-of-
University since 1977. He served as Dean of The pocket expenses of the
Heller School from September 1977 to June 1993 directors associated with
and as Professor of Economics at Brown attending Board and
University from 1966 to 1970. In November committee meetings.
1997, Dr. Altman was appointed by President Prior to becoming a
Clinton to the Bipartisan Commission on the public company on April
Future of Medicare. He was a four-term chairman 5, 2006, non-employee
of the U.S. Congressional Prospective Payment directors did not receive
Assessment Commission from 1983 to 1996 and any cash compensation
served as a senior member of the Clinton-Gore for their services. All
Health Policy Transition Group from November directors, however,
1992 to January 1993. Since December 2001, Dr. received reimbursement
Altman has been a member of the Foundation for out-of-pocket
Board of the Health Plan of New York, a not-for- expenses of the directors
profit health maintenance organization that associated with attending
provides healthcare services and health insurance Board and committee
coverage throughout the New York metropolitan meetings prior to
area. Since December 2001, Dr. Altman has been becoming a public
a member of the board of directors of Lincare company.
Holdings Inc., a publicly-held provider of
oxygen, home medical equipment and other
respiratory therapy services. Since September
2002, Dr. Altman has also been a member of the
Tufts-New England Medical Center, a not-for-
profit teaching hospital system. Dr. Altman holds
Since November 1999, Mr. Bronfein has served
as a Managing Partner of Sterling Venture
Partners, L.P., a venture capital firm he co-
founded that invests in expansion-stage
healthcare, software, industrial technology and
business services companies. In 1980, Mr.
Bronfein co-founded NeighborCare, a specialty
distributor and provider to the long-term care and
managed home care industries. He served as
Chairman and Chief Executive Officer of
NeighborCare until November 1999. Mr.
Bronfein is a board member of VOCUS, Inc., a
corporate communications software company.
Mr. Bronfein received his Bachelor of Science
degree in Accounting from the University of
Baltimore and is a Certified Public Accountant.
Brian A. Rosenfeld, M.D. one of our co-founders,
has served as our Executive Vice President and
Chief Medical Officer since June 1998. Dr.
Rosenfeld previously served as a Director from
June 1998 until October 1999, from November
2000 until December 2001, from January 2003
until January 2004 and from January 2005 until
January 2006. Dr. Rosenfeld is an intensivist
trained in internal medicine, pulmonary medicine
and anesthesiology. He has practiced critical care
medicine for more than fifteen years and served
as an adjunct Associate Professor at the Johns
Hopkins Medical Institutions since April 1999.
Prior to founding our company, Dr. Rosenfeld
was Medical Director of two critical care units at
The Johns Hopkins Hospital. He was selected
Chief Resident while at Johns Hopkins during his
Van R. Johnson has served as the president of the
Hartford Connecticut Mission and has been
affiliated with the Church of Jesus Christ of
Latter-Day Saints since July 2005. From May
1995 to June 2005, he was the Chief Executive
officer of Sutter Health, a non-profit health
system servicing northern California. Prior to this
period, he held various administrative positions in
healthcare. Mr. Johnson earned a bachelor‘s
degree in international relations and psychology
from Brigham Young University and a master‘s
degree in healthcare administration from the
University of Minnesota.
Since October 1997, Mr. Clarke has served as
Managing General Partner of Cardinal Health
Partners, a venture capital firm that he founded
that specializes in healthcare and life science
investments. Cardinal Health Partners was the
founding venture investor of the company. Prior
to founding Cardinal Health Partners, Mr. Clarke
served as a General Partner of DSV Partners,
another venture capital firm, and for General
Electric Company in various sales and marketing
positions. Mr. Clarke is Chairman of the board of
directors of Alnylam Pharmaceuticals, Inc., a
publicly-held biopharmaceutical company, and a
member of the board of directors of Momenta
Pharmaceuticals, Inc., a publicly-held
biotechnology company. Mr. Clarke holds a
Bachelor of Arts degree in Economics and
Biology from Harvard University and a Master of
Business Administration degree from the
Wharton School at the University of
Pennsylvania.
Since 1987, Ms. Keenan has served as chief
financial officer and the Vice President of
Finance for the Abell Foundation, Inc., a
nonprofit corporation that supports various
charitable endeavors throughout Maryland. Ms.
Keenan is a Certified Public Accountant and
holds a Bachelor of Science Degree in
Accounting from the University of North
Carolina at Chapel Hill.
Since 1982, Mr. McKinley has served as Co-
President of Partech International, a global
venture capital firm focused on information
technology investments that he co-founded. Mr.
McKinley holds a Bachelor of Arts degree in
Economics from Harvard University, a Master of
Science degree in Accounting from New York
University and a Master of Business
Administration degree from Stanford University
Graduate School of Business.
Since September 1995, Mr. Sabin has served as a
Managing Partner of Pacific Venture Group, a
venture capital firm focused on investments in all
sectors of the healthcare industry that he co-
founded. Mr. Sabin was previously the Chief
Financial Officer of Sonus Pharmaceuticals, Inc.
and a Senior Partner with Ernst & Young. Mr.
Sabin is a Certified Public Accountant and holds
a Bachelor of Science degree in Accounting from
Loyola University of Los Angeles.
ntly composed of three directors: Messrs. Sabin (Chair) and Altman and Ms. Keenan. Mr. Bronfein was a member of this
hen he resigned from the committee as he no longer met our requirements regarding independence for Audit Committee
members.
ee directors: Messrs. Clarke (chair), McKinley and Oakey.
rrently is composed of three directors: Messrs. McKinley (chair), Clarke and Oakey.
Last
Updated/
Source
2007 Proxy
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
Michael M. 62/ Director since 2003/
Public 8 1
Tarnow Expires 2009
75/ Director since 2003/
Ronald Cape
Expires 2009
71/ Director since 1996/
Donald S. Brooks
Expires 2007
60/ Director since 2004/
James S. Burns
Expires 2008
50/ Director since 2003/
Dwight L. Bush
Expires 2007
Jennie C. 59/ Director since
Hunter-Cevera 2001/ Expires 2008
56/ Director since
Peter S. Knight
2000/ Expires 2007
Mark C. M. 44/ Director since
Randall 1996/ Expires 2008
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)
ENTREMED, INC.
9640 Medical Center Drive
Rockville, Maryland 20850
www.entremed.com
(240) 864-2600
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
Since 1995, Mr. Tarnow has been an In fiscal year ending December
advisor to and member of the boards of 31, 2006, Board members did not
directors of several healthcare-related receive cash compensation for
organizations in the U.S., Canada and their Board service. After review
Europe, including Axcan Pharma. From of director compensation
1995-2000, he was President and CEO of information provided by the
Boston-based Creative BioMolecules, Inc. Compensation Committee‘s
Prior to 1995, he spent 22 years at Merck independent consultant, and
Stephanie Ambrose/
& Co., Inc., where he served in a wide review of relevant market data, 410-277-2857
Ellen Fish
variety of positions including heading on February 5, 2007, the Board
corporate development, President and approved the payment of annual
CEO of Merck Frosst Canada and cash retainers and meeting fees
Executive Vice President of Merck- beginning in fiscal year ending
Medco. Mr. Tarnow received his J.D. December 31, 2007. For the
from the University of Illinois and his fiscal year ended December 31,
bachelor‘s degree from Wayne State 2007, members of the Board who
University. are not employees of the
Company are entitled to receive
He is the founder of Ronald Cape an annual cash retainer of
Investment Management, LLC, a $15,000, payable quarterly. The
consulting firm, and was the co-founder of Director who serves as chair of
Cetus Corporation, a genetic engineering the Audit Committee will receive
company, where he was Chairman of the an additional $7,500 and each
Board of Directors for 20 years until the Director of the Compensation
company merged with Chiron Corporation Committee and the Nominating
in 1991. He was also a founding member and Corporate Governance
of the Industrial Biotechnology Committee will receive an
Association (now the Biotechnology additional $5,000. Beginning
Industry Organization — BIO) and served with the Annual Meeting,
as its President for three years. Since 199l, nonemployee directors will have
Dr. Cape has been an investor in the field the option to receive shares of
of biotechnology and a board member of restricted stock in lieu of their
many companies. He was the founding annual cash retainer payment. If
Chairman of Darwin Molecular elected, the shares of restricted
Corporation, which was later sold to stock will be issued under the
Chiroscience plc., and is Chairman and a 2001 Plan. In addition, each
Director of Caprion, Inc., Ellipsis Director will receive a $1,500
Biotherapeutics Corporation, and meeting fee for each regularly
Neugenesis Corporation. He is also a schedule Board meeting and for
Director of Sunol Molecular Corporation committee meeting with a
and Neurobiological Technologies. duration of thirty minutes or
more.
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. Brooks was
employed by Merck and 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 and a
founding General Partner of 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 Chase Manhattan Bank in 1979. His
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 and
Development at Cetus 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 positions
on the last four presidential 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 member of the
Cornell University Council and the
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 Limited,
London, England, a wholly 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.
Bush (Chair), Peter S. Knight, Mark C. M. Randall
Ronald Cape, Peter S. Knight, Mark C.M. Randall (Chairman)
ernance Committee: Ronald Cape, Peter S. Knight (Chair)
Last
Updated/
Source
2007 Proxy
FOUNDATION COAL HOLDINGS, INC.
999 Corporate Boulevard, Suite 300
Linthicum Heights, MD 21090-2227
www.foundationcoal.com
(410) 689-7500
Public Number Number of
Names of N2K Contact
or of Female Age/Term/Expiration Background Information Board Compensation N2K Contact Name
Directors Number
Private Directors Directors
James F. Roberts is our Chairman of the board of
directors, President and Chief Executive Officer.
He was appointed to our board of
directors in 2004. Prior to his current position,
Mr. Roberts had been President and Chief
Executive Officer of RAG American Coal
Holding, Inc. since January 1999. Mr. Roberts
was President of CoalARBED International
James F. 57/ Director since 2004/ Trading from 1981 to 1999, Chief Financial Annual Retainer $40,000: Stephanie Ambrose/
Public 8 0 410-277-2857
Roberts Expires 2008 Officer of Leckie Smokeless Coal Company from Chairman of the board of directors Ellen Fish
1977 to 1981 and Vice President of Finance at additional $10,000 annually: Lead
Solar Fuel Company from 1974 to 1977. Mr. independent director additional
Roberts is a director of the National Mining $10,000 annually: Audit
Association, where he is also vice-chairman. In committee chairman additional
addition, Mr. Roberts is a director of the Center $10,000 annually: Other
for Energy and Economic Development and a committee chairmen additional
member of the executive committee of the $2,500 annually: Per board of
National Coal Council. directors meeting additional
$1,500: Per committee meeting
additional $1,500: Initial equity
compensation
3,000 shares of restricted stock:
(20% vest each December 31st):
Annual equity compensation:
1,500 shares of restricted
stock:(33% vest each December
31st)
independent director additional
$10,000 annually: Audit
committee chairman additional
$10,000 annually: Other
committee chairmen additional
$2,500 annually: Per board of
directors meeting additional
He serves as Chairman of our audit committee
$1,500: Per committee meeting
and is our audit committee financial expert. Mr.
additional $1,500: Initial equity
Crowley is a certified public accountant and has
compensation
recently served as an independent business
3,000 shares of restricted stock:
advisor to various companies. Prior to his
(20% vest each December 31st):
retirement in 2002, Mr. Crowley had a thirty-two
Annual equity compensation:
year career with Arthur Andersen LLP, of which
1,500 shares of restricted
16 years were in Baltimore, Maryland, most
William J. 61/ Director since 2004/ stock:(33% vest each December
recently serving for seven years as Managing
Crowley, Jr. Expires 2008 31st)
Partner of the 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
39/ Director since 2004/
David I. Foley investment activities in the energy industry. Prior
Expires 2008
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 as CSX
P. Michael 60/ Director since 2005/ Transportation‘s Executive Vice President and
Giftos Expires 2008 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 joined
33/ Director since 2004/
Alex T. Krueger in 1999. Prior to joining First Reserve
Expires 2008
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
Joel Richards, 60/ Director since 2005/ 2002. From 1990 through 1996 he served as
III Expires 2008 Senior Vice President
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 Mine and
Vice President Operations, Kerr-McGee Coal
Robert C. 60/ Director since 2005/ Corporation. Mr. Scharp served as President of
Scharp Expires 2008 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 Chief Executive Officer
until his departure in March 2003. That entity
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 1990.
Thomas V. 62/ Director since 2006/ Prior to 1987, Mr. Shockley‘s experiences
Shockley, III Expires 2008 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 Board of Visitors at
Southwestern University.
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, Joel Richards, III, Thomas V. Shockley, III and P. Michael Giftos.
Our nominating and corporate governance committee currently consists of Joel Richards, III, William J. Crowley, Jr., P. Michael Giftos and Robert C. Scharp.
Last
Updated/
Source
2007 Proxy
Report
FTI Consulting, Inc. 900 Bestgate Road,
Suite 100 Annapolis, Maryland
www.fticonsulting.com (410) 951-4800
Public Number of
Number of N2K Contact Last
or Female Names of Directors Age/Term/Expiration Business Background Information Board Compensation N2K Contact Name
Directors Number Updated
Private Directors
For the fiscal year ended December
Since 2001, Mr. Berey has been Chief
31, 2006, directors who were
Financial Officer and a director of Avendra,
eligible to receive directors‘
LLC, a procurement company formed in
55/ Director Since compensation received an annual Stephanie Ambrose/
Public 10 1 Mark H. Berey 2001 to serve the hospitality industry in 410-277-2857 2007 Proxy
2004/ Expires 2008 retainer of $50,000. Directors who Ellen Fish
North America and the Caribbean. In 2004,
serve as Chairs of the
Mr. Berey also assumed the position of
Compensation Committee and
Executive Vic
Nominating and Corporate
Governance Committee receive an
Mr. Crownover had a 30-year career with
additional $5,000 and the Chair of
McKinsey & Company, Inc. when he retired in
the Audit Committee receives an
1998. He headed McKinsey‘s Southwest
additional $10,000. At a director‘s
James W. 63/ Director since 2006/ practice for many years, and also co-headed the
election, the annual retainer may be
Crownover Expires 2007 firm‘s worldwide energy practice. In addition,
paid in the form of cash or a stock
he served as a member of McKinsey‘s Board of
option to purchase a number of
Directors. Mr. Crownover also is Chairman of
shares of our common stock that
Rice University‘s Board of Trustees.
has an equivalent aggregate value
to the applicable annual retainer
amount determined using the
valuation method and assumptions
in our latest periodic report filed
with the SEC. Each stock option
will have an exercise price per
share equal to the closing price per
share of our common stock on the
NYSE (or other principal securities
exchange on which our shares of
common stock are then listed) on
the award payment date. Annual
retainer payments paid in stock
options will be vested in full as of
the award payment date. All such
additional $10,000. At a director‘s
election, the annual retainer may be
paid in the form of cash or a stock
option to purchase a number of
shares of our common stock that
has an equivalent aggregate value
Ms. Bacon has been President and CEO of to the applicable annual retainer
Brandywine Living, a company she co-founded amount determined using the
in 1996. From May 2003 to July 2004, Ms. valuation method and assumptions
Bacon was its President and Chief Operating in our latest periodic report filed
Officer. From 1989 to 1993, Ms. Bacon served with the SEC. Each stock option
as Chief of Management and Planning, a will have an exercise price per
cabinet-level position under New Jersey share equal to the closing price per
56/ Director since 2006/
Brenda J. Bacon Governor James J. Florio, where she oversaw share of our common stock on the
Expires 2007
all health care and human services reform NYSE (or other principal securities
efforts and departments, and served as a senior exchange on which our shares of
advisor to the Governor. In addition, in 1993, common stock are then listed) on
Ms. Bacon spent several weeks in Washington the award payment date. Annual
on loan to the Presidential Transition Team for retainer payments paid in stock
the transition of the Department of Health and options will be vested in full as of
Human Services. the award payment date. All such
Mr. Dunn has been our Chief Executive stock options will have a ten-year
Officer since October 1995. In May 2004,
he assumed the position of President, a
56/ Director since 1992/
Jack B. Dunn, IV position he also held from October 1995
Expires 2008
to December 1998. He served as our
Chairman of the Board from December
1998 to October 2004. Fro
Since April 1997, Mr. Holthaus has been
President and Chief Executive Officer
of Williams Scotsman, Inc., the largest
57/ Director since 2004/
Gerard E. Holthaus provider of mobile office space and
Expires 2008
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
64/ 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 S
Since October 2004, Mr. Shaughnessy
has been the executive Chairman of the
Board of Directors of FTI. From 1989 to
Dennis J. 59/ Director since 1992/
October 2004, he was a General Partner
Shaughnessy Expires 2007
of Grotech 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
56/ Director since 1992/ LLP. He is also a Venture Partner of New
George P. Stamas
Expires 2007 Enterprise Associates, a venture capital firm.
From 1999 to January 2002, Mr. Stamas was
Vice Chairman of the Board of Dir
In 2005, he was first identified and
recommended to the Nominating and Corporate
Governance Committee as a possible candidate
68/ Since 2005/ Expire
Matthew F. McHugh for director by one of our independent
2009
directors. The committee qualified him as a
candidate for director and he was
recommended
Mr. Wendt was introduced to the Nominating
and Corporate Governance Committee by an
64/ Since 2006/ Expire
Gary C. Wendt outside director search firm, Directorship
2009
Search Group, in April 2006. The committee
qualified Mr. Wendt as a candidate to the
Board on April 25, 2006. On April 26, 2006,
Audit Committee: Gerard E. Holthaus (Chairman), Mark H. Berey, Denis J. Callaghan, James A. Flick, Jr., Gary C. Wendt
Compensation Committee: Gary C. Wendt (Chair), Mark H. Berey, Denis Callaghan, Gerard E. Holthaus, Matthew F. McHugh
Nominating/Corporate Governance Committee: Denis J. Callaghan, Brenda J. Bacon, Mark H. Berey, James W. Crownover, George P. Stamas, Gerard E. Holthaus, Matthew F. McHug
olthaus, Matthew F. McHugh (Chair)
FORTRESS INTERNATIONAL
GROUP, INC.
9841 Broken Land Parkway
Columbia, Maryland 21046
(410) 312-9988
http://www.thefigi.com/
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration Business Background Information
Private Directors
Directors
From our inception through the
closing of the acquisition, Mr. Weiss
had served as our Chief Executive
Officer, President and a member of
our Board. He has over 35 years of
experience in the information
technology and security market place.
From 2002 to August 1, 2004, Mr.
Weiss was the Chief Executive
Officer and President of System
Detection, Inc., a software security
company. From 2000 to 2002, he
served as President of Engineering
Systems Solutions, Inc., a security
64/ Director since and biometrics integration firm.
Public 9 0 Harvey L. Weiss inception -2007/ Expires During 1999, Mr. Weiss was the
2007 Chief Executive Officer and President
of Global Integrity Corporation, a
SAIC subsidiary specializing in
information security and served as a
Director until the company was sold
in 2002. From 1996 to 1998,
until sold to Network Associates, Inc,
Mr. Weiss was President of the
Commercial Division, Secretary and
Director of Trusted Information
Systems, Inc., a NASDAQ-listed
security network company. Prior to
that time, from 1994 to 1996, Mr.
Weiss served as President of Public
Sector Worldwide Division for
Unisys Corporation. From 1991 to
From our inception through the
closing of the acquisition, Mr.
McMillen had served as our
Chairman of the Board. He has over
18 years of experience in government,
finance and mergers and acquisitions.
Mr. McMillen has also served, since
August 2005, as the President, Chief
Executive Officer and Chairman of
the Board of Homeland Security
Capital Corporation, a consolidator of
homeland security companies that
provides capital, management advice
and investments for developing
54/ Director since companies. Mr. McMillen co-founded
C. Thomas
inception - 2007/ Global Secure Corp., a homeland
McMillen
Expires 2008 security company providing critical
infrastructure services, in 2003, and
served as its Chief Executive Officer
until February 2004. From February
2004 until February 2005, Mr.
McMillen served as a consultant to
Global Secure Corp. In addition, from
October 2004 through July 2005, he
served as a Chairman of the Board of
Global Defense Corporation, a
development stage company focused
on acquiring companies in critical
infrastructure security. From
December 2003 to February 2004,
Mr. McMillen served as Vice
Chairman and Director of Sky Capital
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
55/ Director since Division. From 1995 to 1998, he
Thomas P. Rosato inception - 2007/ served as the founder and President of
Expires 2008 Commercial Air, 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 &
50/ Director since Cable, Inc. From 1991 to 1997, he
Gerard J. Gallagher inception - 2007/ served as the Chief Facilities
Expires 2007 Operations and 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 inception until January 2002.
46/ Director since Kellstrom Industries filed a voluntary
David J. Mitchell inception - 2007/ petition under Chapter 11 of the
Expires 2009 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 11
of the United States Bankruptcy Code
in the United States Bankruptcy Court
for the Southern District of New York
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
Senate Budget Committee from 2003
56/ Director since 2005/
Donald L. Nickles to 2004. Senator Nickles also served
Expires 2007
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 Nickles
Machine Corporation in Ponca City,
Oklahoma becoming vice president
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 Mid-
Atlantic Region, Bank of America.
63/ Director since Prior to assuming the Regional
John Morton, III inception - 2007/ President position, Mr. Morton was
Expires 2008 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
Washington DC and a former
chairman of the Greater Baltimore
Committee in Baltimore. Mr. Morton
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 Enforcement Administration
56/ Director since (2001- 2003). Since 2001, Mr.
Asa Hutchinson inception - 2007/ Hutchinson has been engaged in the
Expires 2009 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
and eliminate passwords. Mr.
Hutchinson received a Bachelor of
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-faceted
William L. Jews inception - 2007/
healthcare corporation based in
Expires 2007
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, A
Our Compensation Committee currently has three members, Donald L. Nickles (Chairman), Asa Hutc
We do not currently have a standing Nominating Committee since our board of directors dete
of directors (Messrs. Mitchell, Nickles, Morton, Hutchinson and Jews) adequately fulfill the ob
need of incurring additional costs of committee meetings.
N2K Contact N2K Contact Last
Board Compensation
Name Number Updated
During the 2006 fiscal year, we
paid no compensation to our
directors. On April 24, 2007,
our board of directors, by
unanimous vote, adopted a
compensation policy for our
non-employee directors, based
on a recommendation of our
compensation committee. The
compensation policy provides
non-employee directors an
annual grant of 10,000 shares
of restricted stock under our
2006 Omnibus Incentive
Compensation Plan (the Stephanie
―Plan‖) to be granted on or Ambrose/ Ellen 410-277-2857 2007 Proxy
about May 1 of each calendar Fish
year (unless the board
determines otherwise), and
which vest over a two-year
period with one-third of the
shares vesting on the grant
date, and each one-half of the
balance of such shares vesting
on the first and second
anniversaries of the grant date,
respectively. In addition, a new
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
airman), David J. Mitchell, Asa Hutchinson and William L. Jews.
Nickles (Chairman), Asa Hutchinson and John Morton, III.
our board of directors determined that the independent members of the board
ws) adequately fulfill the obligations of a nominating committee without the
SOURCEFIRE, INC.
9770 Patuxent Woods Drive
Columbia, Maryland 21046
http://www.sourcefire.com/
410.290.1616
Number of
Public or Number of Names of
Female Age/Term/Expiration Business Background Information
Private Directors 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
E. Wayne Jackson, 46/ Director since 2002/
Public 7 0 2000 and continued as an employee
III Expires 2010
of Aether Systems as Managing
Director of Aether Capital until
September 2001. Previously, Mr.
Jackson built an emerging
technologies profit center for
Noblestar Systems Inc., a large
systems integrator, and consulted to
organizations including General
Electric, the World Bank and the
Federal Reserve. Mr. Jackson holds
a B.B.A. in Finance from James
Madison University.
Prior to joining Greylock in
September 2003, Mr. Chandna was
with Check Point Software
Technologies Ltd. from April 1996
until December 2002 where he was
Vice-President of Business
Development and Product
Management. Prior to Check Point,
Mr. Chandna was Vice-President of
Marketing with CoroNet Systems
from October 1994 to November
1995 and was with Compuware
Corporation from November 1995 to
April 1996, following Compuware‘s
acquisition of CoroNet. Previously,
42/ Director since 2003/
Asheem Chandna Mr. Chandna held strategic
Expires 2010
marketing and product management
positions with 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. (acquired by Intel
Corporation) and PortAuthority
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 Intrusion Prevention and
37/ Director since 2001/
Martin F. Roesch Detection System that forms the
Expires 2008
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 Corporation from
September 1989 until September
41/ Director since 2002/
Tim A. Guleri 1991. He has been a director of:
Expires 2008
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 Engineering and Operational
Research from Virginia Tech.
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
52/ Director since 2006/ financial consultant for Halston
Joseph R. Chinnici
Expires 2009 Borghese Inc. From 1977 to 1993,
Mr. 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 Guard
and Reserves. Prior to joining SAIC
60/ Director since 2007/
Arnold L. Punaro in 1997, General Punaro worked for
Expires 2009
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 (Mobilization) from
August 2000 until May 2001, and as
the commanding general of the 4th
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 Force Inspection
Agency and Air Force Office of
60/ Director since 2006/
Steven R. Polk Special Investigations. Prior to this
Expires 2009
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. Air
Force. General Polk graduated and
was commissioned from the U.S. Air
Audit Committee: Harry R. Weller, Tim A. Guleri, Joseph R. Chinnici (Chair)
Compensation Committee: E. Wayne Jackson, III, Asheem Chandna, Harry R. Weller, Tim A. Guleri
Nominating and Governance Committee: E. Wayne Jackson, III, Asheem Chandna, Joseph
N2K Contact N2K Contact Last
Board Compensation
Name Number Updated
Following the consummation
of our initial public offering,
we pay each of our directors
an annual fee of $15,000 to
serve on our Board of
Directors. In addition, we pay
the chairman of our Audit
Committee an annual fee of
$10,000, thechairman of our
Compensation Committee an
annual fee of $5,000, and the
chairman of our Nominating
and Governance Committee
an annual fee of $4,000. We
will also pay each of our
Stephanie Ambrose/
directors a fee of $1,500 per 410-277-2857 2007 Proxy
Ellen Fish
meeting of the full Board of
Directors attended, and
$1,000 per meeting of a
committee of the Board of
Directors attended. Directors
will be also be reimbursed for
reasonable travel and other
expenses incurred in
connection with attending
meetings of the Board and its
committees. Under our policy
on non-employee director
compensation, upon joining
our Board of Directors, a non-
employee director will
receive a grant of restricted
i (Chair)
Harry R. Weller, Tim A. Guleri (Chair)
I, Asheem Chandna, Joseph R. Chinnici, Steven R. Polk (Chair)
FIRST MARINER BANCORP
3301 Boston Street
Baltimore, Maryland 21224
www.1stmarinerbank.com
(410) 558-4375
Number of
Public or Number of Names of
Female Age/Term/Expiration Business Background Information
Private Directors Directors
Directors
Edwin F. Hale, Sr. is Chairman and
Chief Executive Officer of the Company
and of First Mariner Bank (the "Bank").
He is also the Chairman of the
60/ Director since 1995/ Baltimore Blast Corp., an indoor soccer
Public 13 2 Edwin F. Hale, Sr.
Expires 2008 franchise. Mr. Hale is the former
Chairman of the Board and Chief
Executive Officer of Baltimore
Bancorp, which is now Wachovia
Corporation.
Barry B. Bondroff is a Managing
Partner for Smart & Associates in
Baltimore, MD. Prior to that he was the
managing officer of Grabush, Newman
58/ Director since 1995/ & Co., P.A. a certified public
Barry B. Bondroff accounting firm, since 1982. Mr.
Expires 2008
Bondroff is a member of the American
Institute of Certified Public
Accountants, and is a former member of
the Board of Directors of Baltimore
Bancorp.
Patricia Schmoke, MD has been a
practicing ophthalmologist since 1982.
Patricia Schmoke, 53/ Director since 1999/
She is also the president of Metropolitan
MD Expires 2008
Eye Care Associates, providing eye care
with Baltimore Medical System.
John Brown III is President of M.B.K.
Enterprises, Inc. (R. J. Bentleys'
59/ Director since 2002/ Restaurant) and managing partner of the
John Brown III
Expires 2008 College Park Professional Center. Mr.
Brown is also the former Chairman of
the Maryland Stadium Authority.
Edith B. Brown has been the principal
of Edie Brown & Associates since 2000.
She is an independent consultant in
73/ Director since Public Relations to the state department
Edith B. Brown
1998/ Expires 2007 of tourism, film, 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
George H. 64/ Director since previously served as President of the
Mantakos 1994/ Expires 2007 Company and Chief 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 of
Michael R. 64/ Director since the American Pilots Association. He
Watson 1998/ Expires 2007 was the former President of the
Association of Maryland Pilots.
Hector Torres is the Executive Director
of the Governor's Commission on
55/ Director since Hispanic Affairs. He was formerly the
Hector Torres
2003/ Expires 2007 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 Maryland Area
Joseph A. 62/ Director since
President for First Fidelity Bank from
Cicero 1996/ Expires 2009
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.
Howard 41/ Director since From 1987 to 1997 he was the Publisher
Friedman 1999/ Expires 2009 and CEO of Whitemark Press, Inc. He is
the managing partner of Lanx Capital
LLC, a hedge fund advisory firm.
John J. Oliver, Jr. has been the CEO and
John J. Oliver, 61/ Director since
Publisher of the Afro-American
Jr. 1997/ Expires 2009
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
64/ Director since Board of Trade, and is currently a
John McDaniel
2006/ Expire 2009 member of the Executive committee for
Greater 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-
59/ Director since 1995. He is currently a member of the
Robert Caret
2006/ Expires 2009
Board of 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 Committee.
The Executive Committee consists of Edwin F. Hale, Sr. (Chairman), Barry B. Bondroff, Jose
H. Mantakos.
The Audit Committee of the Board of Directors consists of Michael R. Watson (Chairman), B
The Compensation Committee of the Board of Directors consists of Barry Bondroff (Chairma
The Nominating Committee consists of John Brown, III (Chairman), Edith B. Brown, and Rob
Last
N2K Contact
Board Compensation N2K Contact Name Updated/
Number
Source
Stephanie Ambrose/
410-277-2857 2007 Proxy
Ellen Fish
Directors receive fees for their services,
and are reimbursed for expenses incurred
in connection with their service as
directors. Directors receive $1,500 for
each Board meeting attended, $1,500 for
each committee meeting other than the
audit committee, $750 for each meeting
of the Company‘s subsidiary Finance
Maryland, LLC, consisting of one
outside director (John Brown III), and
$350 for attending the meeting of the
Bank‘s Loan Committee, consisting 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 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
committee meeting they attend. Each
committee chairman receives options to
purchase 150 shares of common stock
for each committee meeting he attends.
Directors receive no other compensation
for attending meetings and receive no
annual retainer.
n), Barry B. Bondroff, Joseph A. Cicero, Patricia Schmoke, Michael R. Watson, and George
R. Watson (Chairman), Barry B. Bondroff and John Brown III.
of Barry Bondroff (Chairman), Robert L. Caret, and Edith B. Brown.
), 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 of
Public or Number of
Female Names of Directors Age/Term/Expiration Business Background Information
Private Directors
Directors
Richard B. Chess is an attorney and is
currently managing partner of the
Chess Law Firm, located in
Richmond, Virginia. He is also
President of American Realty Capital
Markets, a securities broker dealer
focused on real estate. Mr. Chess has
served as a trustee since our initial
public offering and was a director of
53/ Director since 2003/ our Predecessor from 1997 until our
Public 8 0 Richard B. Chess
Expires 2008 initial public offering. From 1987 to
1997, Mr. Chess was Director of
Acquisitions for United Dominion
Realty Trust, a publicly traded real
estate investment trust that invests in
apartment properties. He received his
Bachelor of Science Degree from the
University of Pittsburgh and Juris
Doctorate from the University of
Richmond Law School.
Louis T. Donatelli is one of the
founders of the Company and has
served as the Chairman of the Board
of the Company since our
Predecessor‘s founding in 1997. Mr.
Donatelli has informed the Board that
he will not stand for reelection as
73/ Director since 2003/
Louis T. Donatelli Chairman on May 22, 2007. Effective
Expires 2008
March 1, 2006, Mr. Donatelli became
a non-employee member of the
Board. Mr. Donatelli is the founder
and Chairman of Donatelli
Development, Inc. Mr. Donatelli is an
alumnus of Villanova University. He
is the father of Douglas J. Donatelli.
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
65/ Director since 2005/ Executive Education and Computing
Alan G. Merten
Expires 2008 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 1994 to 2003 with
Crown American Realty Trust, a
58/ Director since 2003/
Terry L. Stevens retail real estate company that merged
Expires 2008
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. Stevens
received a Bachelor of Science
degree in Physics from Juniata
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 68/ Director since 2003/ McCullough has served as a trustee of
McCullough Expires 2008 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
69/ Director since 2003/ traded company that, collectively
J. Roderick Heller
Expires 2008 with NHP 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
Donatelli Development, Inc.
(―DDI‖)), a real estate development
45/ Director since 2003/
Douglas J. Donatelli and investment firm located in
Expires 2008
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 member of the Urban
Land Institute. Mr. Donatelli holds a
Bachelor of Science degree in
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
63/ Director since 2003/ Investment Trust, Inc. (our
Robert H. Arnold
Expires 2008 ―Predecessor‖) from 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.
Our Board of Trustees has established an Audit Committee, which consists of Messrs. Stevens (Chairm
Our Board of Trustees has established a Compensation Committee which consists of Messrs. McCullo
Our Board of Trustees has established a Nominating & Governance Committee which from January 1
McCullough and Dr. Merten. As of October 23, 2006, the Committee consisted of Dr. Merten (Chairm
the present and former Nominating & Governance Committee members is independent in accordance
Last
N2K Contact
Board Compensation N2K Contact Name Updated/
Number
Source
As compensation for serving on our
Board of Trustees in 2006, each of
our nonemployee trustees received a
cash fee of $16,000. The chairmen
of the Audit, Compensation,
Nominating &
Governance,Investment, and
Finance committees received
additional cash fees of $15,000,
$10,000, $10,000, $10,000, and
$10,000, respectively; provided, Stephanie Ambrose/
410-277-2857 2007 Proxy
however, a trustee may not receive Ellen Fish
more than one chairman‘s fee. Each
non-employee trustee who was a
member of the Audit Committee
received an additional fee of
$10,000 and each non-employee
trustee who was a member of any
other committee of the Board
received an additional cash fee of
$5,000 with respect to each
committee on which he served. In
addition, in May 2006, each of our
non-employee trustees other than
Mr. Louis Donatelli received a grant
of 1,500 restricted Common Shares.
The Chairman received a grant of
3,000 restricted Common Shares.
Twenty-five percent (25%) of each
grant vests on the three, six, nine
and twelve-month anniversaries of
the date of grant. We reimburse all
trustees for reasonable out-of-pocket
expenses incurred in connection
with their service on the Board of
Trustees and any and all
committees.
sts of Messrs. Stevens (Chairman), Chess and McCullough.
h consists of Messrs. McCullough (Chairman), Heller and Arnold.
mmittee which from January 1 through October 23, 2006 consisted of Messrs. Heller (Chairman) and
nsisted of Dr. Merten (Chairman) and Messrs. Arnold and Heller. Our Board has determined that each of
is independent in accordance within the Company‘s criteria.
Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, Maryland 20852
www.federalrealty.com (301)
998-8100
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration Business Background Information
Private Directors
Directors
Vice Chairman of Staple, Inc. since
2000, with responsibility for
overseeing domestic and international
growth in its retail and commercial
operations. President of Staples
Realty & Development from 1997 to
2000. Held various other officer
Joseph S. 59/ Director since 2002/ positions associated with Staples'
Public 7 2
Vassalluzzo Expires 2009 growth and worldwide expansion
from 1989 to 1997. Held various
officer positions with American
Stores Co. from 1976 to 1989. Held
various positions in sales, operations
and real estate with Mobil Corp. and
Amerada Hess Corp. from 1969 to
1976.
Managing Partner of Fountain Square
Properties, a diversified real estate
company, since 2003 and President of
Sunrise Assisted Living Foundation
Inc. since 2000. President of Sunrise
Assisted Living, Inc. from 1997 to
2000. Executive Vice President and
Chief Financial Officer of Sunrise
Assisted Living, Inc. from 1993 to
1997. Vice President of Credit Suisse
First Boston from 1991 to 1993,
directing the real estate advisory
business from the RTC in the
50/ Director since 2003/ Washington, DC area. Vice President
David W. Faeder
Expires 2010 of Morgan Stanley and Company,
Inc. from 1984 to 1991, specializing
in real estate transactions and
financings. MBA student at the
Colgate Darden Grduate School of
Business Administration of the
University of Virginia from 1982 to
1984. Senior Accountant with Ernst
and Whinney from 1981 to 1982.
Vice President-Finance/ Controller of
Better Homes of Virginia from 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 1976
Expires 2010
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 through February 2007 with
50/ Director since 2006/
Gail P. Steinel responsibility for overseeing the
Expires 2009
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 of Loed Associates Inc.,
management consultants to domestic
and international retail companies,
real estate developers, apparel
companies and other businesses
within the retail industry, and
Publisher of the Loeb Retail Letter,
since 1990. Principal of Morgan
Stanley & Co., Inc. from 1984 until
82/ Director since 1991/ 1990 and Senior Retail Analyst from
Walter F. Loeb
Expires 2009 1974 until 1990, specializing in
investment banking and brokerage.
Other prior retail industry experience
includes: Vice President of Johnson
Redbook Service. Held various
positions with P.K. Halsted &
Associates, Inc.; and various
executive positions with Macy's
Department Stores and Allied Stores.
Director, Wet Seal, Inc.
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
46/ Director since 2003/ from 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.
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
Investment Division, with various
50/ Director since 2005/
Jon E. Bortz real estate responsibilities that
Expire 2010
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, the current Chairman of the Committee beginni
The Compensation Committee members are Jon E. Bortz, the current Chairman of the Committee, Da
The Nominating and Corporate Governance Committee members are Kristin Gamble, Chairman of th
Last
N2K Contact
Board Compensation N2K Contact Name Updated/
Number
Source
In 2006 non-employee Trustees
Stephanie Ambrose/
were entitled to receive a fee for 410-277-2857 2007 Proxy
Ellen Fish
their service on the Board. The Non-
Executive Chairman of the Board
was eligible to receive an annual fee
for Board service of $135,000 and
each other Trustee was eligible to
receive an annual fee of $80,000. A
minimum of 20% of that annual fee
was required to be paid in Shares;
however, each Trustee had the
option to take a larger portion of the
fee in Shares. For 2006, each
Trustee elected to take between
20% and 50% 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
during the year he or she served as a
Trustee, Non-Executive Chairman
or chairman of a committee, as
applicable.
was eligible to receive an annual fee
for Board service of $135,000 and
each other Trustee was eligible to
receive an annual fee of $80,000. A
minimum of 20% of that annual fee
was required to be paid in Shares;
however, each Trustee had the
option to take a larger portion of the
fee in Shares. For 2006, each
Trustee elected to take between
20% and 50% 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
during the year he or she served as a
Trustee, Non-Executive Chairman
or chairman of a committee, as
applicable.
man of the Committee beginning February 2006, Jon E. Bortz, Walter F. Loeb and Joseph S. Vassalluzzo.
airman of the Committee, David W. Faeder, Kristin Gamble and Gail P. Steinel
stin Gamble, Chairman of the Committee, Walter F. Loeb and Joseph S. Vassalluzzo.
FIRST UNITED CORPORATION
19 South Second Street P.O.
Box 9 Oakland, Maryland 21550-
0009
www.mybankfirstunited.com
(888) 692-2654
Number of
Public or Number of Names of
Female Age/Term/Expiration Business Background Information
Private Directors Directors
Directors
66/ Director since 1985/ Fred E. Beachy Lumber, Co., Inc.
Public 16 4 David J. Beachy
Expires 2008 Building Supplies - retired.
Consultant and Director of Dan Ryan
Builders, Inc. Former Chief
57/ Director since 2004/
Faye E. Cannon Executive Officer and President of
Expires 2008
F&M Bancorp, Frederick, Maryland -
retired.
67/ Director since 1993/
Paul Cox, Jr. Owner, Professional Tax Service.
Expires 2008
Chairman of the Board/CEO: First
53/ Director since 1995/
William B. Grant United Corporation and First United
Expires 2008
Bank & Trust.
Certified Public Accountant. Retired
John W. 57/ Director since 2004/
in 1999 as Partner of Ernst & Young,
McCullough Expires 2008
LLC.
President, Hobby House Press, Inc.,
dba: Total Biz Fulfillment, provides
business services. Member, Gary R.
58/ Director since
Gary R. Ruddell Runddell LLC, commercial real
2004/ Expires 2009
estate. Member, MSG Glendale
Properties LLC, residential real
estate.
Raymond F. 70/ Director since
Tax Consultant.
Hinkle 1996/ Expires 2009
President/CFO/ Secretary/ Treasurer,
60/ Director since
Robert W. Kurtz First United Corporation and First
1990/ Expires 2009
United Bank & Trust.
Elaine L. 58/ Director since
Realtor, Long & Foster Realtors.
McDonald 1995/ Expires 2009
Donald E. 76/ Director since Secretary/ Treasurer, Moran Coal
Moran 1988/ Expires 2009 Corporation.
M. Kathryn 56/ Director since Certified Public Accountant, Owner,
Burkey 2005/ Expires 2010 M. Kathryn Burkey, CPA
H. Andrew 46/ Director since President, Morgantown Printing &
Walls, III 2006/ Expires 2010 Binding; Member, MEGBA, LLC.
President/ Mountaineer Log &
Siding Co., Inc. President,
55/ Director since Recreational Industries Inc.;
Karen F. Myers
1991/ Expires 2010 Member, DC Development LLC;
Real Estate Broker, Deep Creek
Mountain Resort.
President, Rudy's Inc., Retail
54/ Director since
I. Robert Rudy Apparel and Sporting Goods.
1992/ Expires 2010
Member, DC Development LLC.
Retired. Served as Chairman,
President and Chief Executive
Richard G. 67/ Director since
Officer of First United Corporation
Stanton 1985/ Expires 2010
and First United Bank & Trust until
1996.
60/ Director since Vice President, Oakview Motors,
Robert G. Stuck
1995/ Expires 2010 Inc. - retired.
The Audit Committee is established pursuant to Section 3(a)(58)(A) of the Securities Exchange Act of 19
(the “Exchange Act”), and consists of David J. Beachy, M. Kathryn Burkey, Faye E. Cannon, Paul Cox, J
Stanton, and Robert G. Stuck. Ms. Faye E. Cannon was appointed to the Committee in June 2006.
The Asset and Liability Management Committee consists of David J. Beachy, Paul Cox, Jr., William B. G
McCullough, Elaine L. McDonald, Gary R. Ruddell, I. Robert Rudy, Richard G. Stanton,
and Robert G. Stuck.
The Executive Committee consists of Paul Cox, Jr., William B. Grant, Robert W. Kurtz, Donald E. Moran
The Strategic Planning Committee consists of Faye E. Cannon, Paul Cox, Jr., William B. Grant, Raymon
The Compensation Committee, which met six times in 2006, consists of M. Kathryn Burkey, Faye E. Ca
The Nominating Committee consists of David J. Beachy, M. Kathryn Burkey, Faye E. Cannon, Paul Cox
Last
N2K Contact
Board Compensation N2K Contact Name Updated/
Number
Source
Stephanie Ambrose/
410-277-2857 2007 Proxy
Ellen Fish
Directors who are not employees of the
Corporation or the Bank receive $400 for
attending each meeting of the
Corporation‘s Board and $200 for
attending each meeting of a committee
on which the director serves. Outside
Directors also receive an annual retainer
fee of $10,000. The Chairperson of each
of the Audit Committee (Mr.
McCullough), Compensation Committee
(Ms. McDonald) and Nominating
Committee (Mr. Moran) receives an
additional annual retainer of $2,500.
Effective May 1, 2007, the annual
retainer fee will increase to $11,000, the
fee for attending an Audit or
Compensation Committee meeting will
increase to $400, and $300 will be paid
for attendance at all other committee
meetings.
e Securities Exchange Act of 1934, as amended
y, Faye E. Cannon, Paul Cox, Jr., Raymond F. Hinkle, John W. McCullough, Richard G.
Committee in June 2006.
chy, Paul Cox, Jr., William B. Grant, Raymond F. Hinkle, Robert W. Kurtz, John W.
d G. Stanton,
bert W. Kurtz, Donald E. Moran, I. Robert Rudy, Richard G. Stanton, and Robert G. Stuck
, Jr., William B. Grant, Raymond F. Hinkle, Robert W. Kurtz, Elaine L. McDonald, Donald E. Moran, Gary R. Ruddell, I. Robert Rudy, and Ric
M. Kathryn Burkey, Faye E. Cannon, Raymond F. Hinkle, Elaine L. McDonald, Richard G. Stanton, and Robert G. Stuck.
ey, Faye E. Cannon, Paul Cox, Jr., John W. McCullough, Elaine L. McDonald, Donald E. Moran, and Richard G. Stanton.
. Ruddell, I. Robert Rudy, and Richard G. Stanton.
ert G. Stuck.
rd G. Stanton.
GLEN BURNIE BANCORP
101 Crain Highway, S.E.
Glen Burnie, Maryland 21061
www.thebankofglenburnie.com
(410) 766-3300
Number of
Public or Number of Names of
Female Age/Term/Expiration Business Background Information
Private Directors Directors
Directors
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 1994. He completed the
Maryland Banking School in 1994. He
is the owner and manager of
commercial and residential properties
John E. 59/ Director since 1995/
Public 12 3 in northern Anne Arundel County,
Demyan Expires 2008
Maryland. Mr. Demyan is also a
commercial multi-engine pilot and
flight instructor. He is an active
volunteer with Angel Flight Mid-
Atlantic, an organization that provides
free air transportation for medical
treatments to individuals who have
exhausted their resources as a result of
their medical condition.
Charles Lynch, Jr. is President of The
General Ship Repair Corporation in
Baltimore, Maryland and has nearly 30
years of experience in marine
engineering and ship repair. He holds a
Bachelor of Science degree in
Charles Lynch, 53/ Director since 2003/ Industrial Engineering, with a minor in
Jr. Expires 2008 Ocean 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
F.W. Kuethe, 47/ Director since 1992/ works in software design and systems
III Expires 2008 integration at Northrop 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
Mary Lou 58/ Director since 1997/ teacher‘s association and the
Wilcox Expires 2008 community. She has served on the
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
Michael G. 53/ Director since 1998 until August 2004 and had been
Livingston 2005/ Expires 2009 Chief Lending Officer of 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
F. William 74/ Director since was formerly President of Glen Burnie
Kuethe, Jr. 1995/ Expires 2008 Mutual 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
Thomas 72/ Director since Food Association‘s board of directors
Clocker 1995/ Expires 2010 for nine years and is a 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
William N. 83/ Director since practice in Glen Burnie. He currently
Scherer, Sr. 1995/ Expires 2010 specializes in wills and 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
Karen B. 49/ Director since agent. She has 24 years of experience
Thorwarth 1995/ Expires 2010 including commercial 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 Arundel County,
Shirley E. 70/ Director since Maryland. She has 13 years experience
Boyer 2006/ Expires 2010 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
Norman E. 61/ Director since partner responsible for managing the
Harrison 2005/ Expires 2009 Baltimore office of Stegman &
Company, P.A., a large regional 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 Faculty at Loyola College
Edward L. 56/ Director since
from 1980 - 1985 while serving as the
Maddox 2005/ Expires 2009
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 Bank’s Audit Committee acts as the audit committee for the Company and currently consists of Dire
Karen B. Thorwarth, Norman E. Harrison and Thomas Clocker.
The Bank’s Employee Compensation and Benefits Committee acts as the compensation committee for
William Kuethe, Jr., John E. Demyan, William N. Scherer, Sr., Frederick W. Kuethe, III, Thomas
The independent members of the Company’s Board of Directors acts as a nominating committee for the
election as directors, and the Board held one meeting during 2007 in order to make nominations for dire
Last
N2K Contact
Board Compensation N2K Contact Name Updated/
Number
Source
Currently, all directors are paid a fee of
$1,000 for each combined regular or
special meeting of the Company and the
Bank attended, with fees paid for one
excused absence. In addition to the
foregoing director‘s fees, Mr. Demyan is
compensated at the rate of $30,000 per
annum for the additional responsibilities
Stephanie Ambrose/
of serving as the Chairman of the Board. 410-277-2857 2007 Proxy
Directors (other than F. William Kuethe, Ellen Fish
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.
y and currently consists of Directors William N. Scherer, Sr., Shirley E. Boyer,
compensation committee for the Company and is composed of Directors Shirley E. Boyer, F.
ederick W. Kuethe, III, Thomas Clocker, Michael G. Livingston, and Karen Thorwarth.
nominating committee for the annual selection of its nominees for
r to make nominations for directors.
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
Paul H. Fischer, 56/ Director since 1996/
Public 7 0
Ph.D Expires 2009
Wayne T. 61/ Director since 2000/
Hockmeyer, Ph.D Expires 2009
Zola P. Horovitz, 71/ Director since 2003/
Ph.D Expires 2007
Marc R. 53/ Director since 2007/
Schneebaum Expires 2008
William N. Kelley, 66/ Director since 2002/
M.D. Expires 2007
57/ Director since 2002/
Harold R. Werner
Expires 2007
56/ Director since 2003/
Joshua Ruch
Expires 2008
The members of the Nominating and Corporate Governance Committee are William N. Kelley, M.D. (C
The members of the Audit Committee are Marc R. Schneebaum (Chairman), Zola P. Horovitz, Ph.D., a
The members of the Compensation Committee are Wayne T. Hockmeyer, Ph.D. (Chairman), Joshua
GENVEC, INC.
65 West Watkins Mill Road
Gaithersburg, Maryland 20878
www.genvec.com
(240) 632-0740
Background Information Board Compensation N2K Contact Name
Prior to joining GenVec, he was Executive Vice
President of Research and Development with
Oncologix, Inc. (now Antigenics, Inc.), a
biotechnology company. Previous experience
During 2006, each non-employee
included Manager, Cancer Research at Pfizer,
director received $2,000 per Board
Inc., a pharmaceutical company. Dr. Fischer
meeting attended, $1,000 per Stephanie Ambrose/
received his B.S. in Biology from the University
committee meeting attended and Ellen Fish
of Denver, his Ph.D. in Pharmacology from the
$3,000 per quarter as a retainer.
University of California at San Francisco and
The Company‘s Chairman of the
performed post-doctoral research in
Board received $4,000 per Board
Pharmacology at Yale University School of
meeting attended, $1,000 per
Medicine and was an associate Professor of
committee meeting attended and
Human Oncology at the University of Wisconsin.
$6,000 per quarter as a retainer.
Directors were reimbursed for
expenses in connection with
attendance at Board and committee
meetings. Each non-employee
director receives: (i) upon
becoming a director, an option to
purchase 20,000 shares of Common
Stock which is exercisable ratably
over a four-year period and (ii) on
the date of our annual stockholders
meeting, an automatic annual grant
of an option to purchase 15,000
shares of Common Stock, 50% of
which becomes exercisable six
months after the date of grant and
50% of which becomes exercisable
12 months after the date of grant. In
the case of the Chairman of the
Board, the automatic annual grant
covers 22,500 shares of Common
Stock. Director options have an
exercise price equal to the fair
market value of GenVec common
stock on the date of the grant and a
ten-year term. Mr. Werner has
declined to accept options for
service on the Board.
$3,000 per quarter as a retainer.
The Company‘s Chairman of the
Board received $4,000 per Board
meeting attended, $1,000 per
committee meeting attended and
$6,000 per quarter as a retainer.
Directors were reimbursed for
expenses in connection with
Dr. Hockmeyer founded MedImmune, Inc. in attendance at Board and committee
April 1988 as President and Chief Executive meetings. Each non-employee
Officer and was elected as a director of director receives: (i) upon
MedImmune in May 1988. Dr. Hockmeyer becoming a director, an option to
became Chairman of the Board of Directors of purchase 20,000 shares of Common
MedImmune in May 1993. He relinquished his Stock which is exercisable ratably
position as Chief Executive Officer in October over a four-year period and (ii) on
2000 and now serves as the Chairman of the the date of our annual stockholders
Board of Directors and President of MedImmune meeting, an automatic annual grant
Ventures, Inc. Dr. Hockmeyer earned his of an option to purchase 15,000
bachelor‘s degree from Purdue University and his shares of Common Stock, 50% of
Ph.D. from the University of Florida in 1972. Dr. which becomes exercisable six
Hockmeyer was recognized in 1998 by the months after the date of grant and
University of Florida as a Distinguished 50% of which becomes exercisable
Alumunus and in 2002, Dr. Hockmeyer was 12 months after the date of grant. In
awarded a Doctor of Science honoris causa from the case of the Chairman of the
Purdue University. Dr. Hockmeyer is a member Board, the automatic annual grant
of the Maryland Economic Development covers 22,500 shares of Common
Commission and the Maryland Governor‘s Stock. Director options have an
Workforce Investment Board (GWIB). He is also exercise price equal to the fair
a member of the Board of Directors of Advancis market value of GenVec common
Pharmaceutical Corporation, Vanda stock on the date of the grant and a
Pharmaceuticals Inc., Idenix Pharmaceuticals, ten-year term. Mr. Werner has
Inc., and TolerRx, Inc. and serves on the boards declined to accept options for
of several educational and philanthropic service on the Board.
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 to 1991. Prior to 1989, Dr.
Horovitz spent 30 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 Pittsburgh.
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 biotechnology company. Prior to his
tenure at 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, Dean of the School of Medicine, and the
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. Werner is a co-founder of HealthCare
Ventures, a venture capital fund specializing in
health care. 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, he was Senior Vice
President of Robert S. First, Inc. Mr. Werner has
served as a director for over thirty public and
private companies in the health care field and has
specialized in the formation of new high-science
companies. Mr. Werner was elected to GenVec‘s
Board pursuant to the Investor Rights Agreement
between GenVec and HealthCare Ventures in
connection with HealthCare Ventures‘ investment
in GenVec in December 2001. In connection with
its investment, HealthCare Ventures was granted
the right to designate one individual to fill a
vacancy created on the Board pursuant to the
Investor Rights Agreement. Mr. Werner holds BS
and MS degrees in engineering from Princeton
University and an MBA from The Harvard
Business School.
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 Rho, Mr.
Ruch was employed in investment 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.
Governance Committee are William N. Kelley, M.D. (Chairman), Wayne T. Hockmeyer, Ph.D. and Zola P. Horovitz, Ph.D.
R. Schneebaum (Chairman), Zola P. Horovitz, Ph.D., and William N. Kelley, M.D. On April 18, 2007, Barbara Franklin, the former Chairman
are Wayne T. Hockmeyer, Ph.D. (Chairman), Joshua Ruch and Harold R. Werner.
Last
N2K Contact
Updated/
Number
Source
2007 Proxy
410-277-2857
Report
ola P. Horovitz, Ph.D.
Barbara Franklin, the former Chairman of the Audit Committee, resigned from the Board of Directors.
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
Scott N. 50/Director since
Public 7 1
Greenberg 1987/2008
64/Director since
Harvey P. Eisen
2005/Expires 2008
68/Director since
Marshall S. Geller
2002/Expires 2008
Richard C. 51/Director since
Pfenniger, Jr. 2005/Expires 2008
73/ Director since 2007/
A. Marvin Strait
Expires 2008
Gene A. 60/ Director since 2007/
Washington Expires 2008
71/ Director since 2007/
Sue W. Kelly
Expires 2008
The members of the Audit Committee are Ogden R. Reid, Marshall S. Geller and Richard C. Pfenniger,
The members of the Compensation Committee are Harvey P. Eisen, Marshall S. Geller and Richard C.
The members of the Nominating/Corporate Governance Committee are Harvey P. Eisen, Marshall S. G
GP Strategies Corporation.
6095 Marshalee Drive, Suite 300
Elkridge, MD 21075
www.gpworldwidecom
(888) 843-4784
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
President from 2001 until February 2006
and Chief Executive Officer since April Our Board of Directors has
2005. He was Chief Financial Officer adopted guidelines for the
from 1989 until December 2005, compensation of our non-
Executive Vice President from 1998 to employee directors. Effective
2001, and Vice President from 1985 to July 1, 2006, our non-employee
1998. He has been a Director of GSE directors are paid a retainer of
Systems, Inc. ("GSE") since 1999 and was $25,000 per year. In addition, Stephanie Ambrose/
410-277-2857
a Director of Five Star Products, Inc. the Chairman of the Board Ellen Fish
("Five Star") from 1998 to 2003 and a receives an additional $40,000
Director of Valera Pharamceuticals per year; the Chairman of the
("Valera') until January 2005. Mr. Audit Committee receives an
Greenberg has also been a Director and additional $15,000 per year;
Chief Financial Officer of National Patent members of the Audit
Development Corporation Committee receive an additional
("NPDC") since 2004. $5,000 per year; the Chairman of
He has been Chairman and Managing the Compensation Committee
Member of Bedford Oak Management, receives an additional $5,000 per
LLC since 1998. Prior thereto, Mr. Eisen year; and members of the
served as Senior Vice President of Compensation Committee
Travelers, Inc. and of Primerica prior to receive an additional $2,500 per
its merger with Travelers in 1993. Mr. year. These annual fees are
Eisen has over thirty years of asset prorated and paid on a quarterly
management experience, is often basis. At the option of the
consulted by the national media for his directors, up to one-half of the
views on all phases of the investment fees may be paid in shares of our
marketplace, and is frequently quoted in Common Stock. In addition to
The Wall Street Journal, The New York the annual retainers, each non-
Times, PensionWorld, U.S. News & employee director receives
World Report, Financial World and $1,500 for each Board meeting
Business Week, among others. Mr. Eisen attended and $750 for each
also appears regularly on such television committee meeting attended, but
programs as Wall Street Week, CNN, and only if the committee meeting is
CNBC. Mr. Eisen is a Trustee of the held on a different date than the
University of Missouri Business School Board meeting. On September
where he established the first accredited 14, 2006, we granted 2,000
course on the Warren Buffet Principles of shares of restricted stock to each
Investing. Mr. Eisen has also been a non-employee director, which
Director of NPDC since August 2004. He stock vests quarterly over one
is also 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
Francisco, Chicago, Hong Kong and 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
Council for the College of Business &
Economics at California State University,
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 Whitman Education Group,
Inc., a 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 and
Chairman of the Audit Committee 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 present position with the
NFL in 1994. 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 District of New York.
While in 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.
re Ogden R. Reid, Marshall S. Geller and Richard C. Pfenniger, Jr.
mmittee are Harvey P. Eisen, Marshall S. Geller and Richard C. Pfenniger, Jr.
rate Governance Committee are Harvey P. Eisen, Marshall S. Geller and Richard C. Pfenniger, Jr.
Last
Updated
2007 proxy
Cytomedix, Inc.
416 Hungerford Drive, Suite 330
Rockville, Maryland 20850
www.cytomedix.com
(240) 499-2680
Public Number of Last
Number of Names of N2K Contact
or Female Age/Term/Expiration Background Information Board Compensation N2K Contact Name Updated/
Directors Directors Number
Private 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 technical and regulatory For service during 2006, each
affairs. Prior to that, he held numerous non-employee director was
senior positions at the Food and Drug entitled to and received options
Administration (FDA) over a twenty year to purchase 30,000 shares of
period. He retired from the FDA as the Company‘s Common stock;
director of the Center for Devices and each committee chair was
Radiological Health (CDRH). Earlier, he entitled to and received options
served as deputy commissioner of the to purchase 10,000 shares of
James S. 68/ Director since Stephanie Ambrose/ Ellen 2007 Proxy
Public 6 0 FDA, and also as its commissioner for a the Company‘s Common stock; 410-277-2857
Benson 2004/Expires 2008 Fish Report
one-year period. During his tenure with each non-employee director
the FDA, Mr. Benson worked closely was entitled to and received
with other Federal Agencies and worked $500 for his participation in
with Congress to craft and create various each telephonic meeting of the
pieces of legislation including "The Food Board or a Committee and
and Drug Modernization Act of 1997", $1,000 for his participation in
"The Biomaterials Access Act of 1998" each in-person meeting of the
and "The Medical Device User Fee and Board or a Committee.
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 markets. He is a former partner of
DAVID P. 44/ Director since January All American Leasing, a municipal
CREWS 2001/ Expires 2008 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-sized businesses. Prior
to establishing Deva & Associates in
1991, Mr. Deva was a partner at Touche
ARUN K. 62/ Director since 2004/
Ross & Co. (now Deloitte & Touche). He
DEVA Expires 2008
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 appointed to the Maryland
Banking Board by the Governor of
Maryland for a six-year term ending in
2008. Mr. Deva earned his Bachelor of
Commerce degree in accounting from St.
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 $4 billion in
DAVID F. 68 Director since 2004/
combined annual sales. He joined Baxter
DROHAN Expires 2008
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 laboratory
MARK T. requirements in virtually every clinical
51 Director since 2004/
McLOUGHLI laboratory discipline. Prior to joining
Expires 2008
N 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.
Prior to entering the private sector, Dr.
Mohan served in various capacities
DR. KSHITIJ 62/ Director since 2004/
within the U.S. Food and Drug
MOHAN Expires 2008
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 numerous Boards
including the Corporate Advisory Boards
of the Schools of Engineering at
Audit Committee: Arun Deva (chairman), David Crews and David Drohan
Compensation Committee: Mark McLoughlin (chairman), David Crews and David Drohan
NOMINATING AND GOVERNANCE COMMITTEE - James Benson serves as the chairman of the
committee and the other members are Arun Deva and Mark McLoughlin.
GSE SYSTEMS, INC.
7133 Rutherford Road, Suite 200
Baltimore, MD 21244
www.gses.com
(410) 277-3740
Public Number of Last
Number of Names of N2K Contact
or Female Age/Term/Expiration Background Information Board Compensation N2K Contact Name Updated/
Directors Directors Number
Private Directors Source
Mr. Feldman was founder of GP Annual Retainer: An annual
Strategies and was its Chief Executive retainer of $12,000 will be paid
Officer and Chairman of the Board until to all Directors who do not
April 2005. On April 26, 2005 Mr. chair a committee and have not
Feldman was elected Chairman of the been employees of the
Executive Committee of GP Strategies. Company for the last three
He has been Chairman of the Board of years (―Non-employee
Five Star Products, Inc., a paint and Directors‖) and who are
hardware distributor, since 1994; otherwise eligible in
Chairman of the Board and Chief accordance with applicable
Jerome I. 79/ Director since 1994/ Stephanie Ambrose/ Ellen 2007 Proxy
Public 9 0 Executive Officer of National Patent Company policies and 410-277-2857
Feldman Expires 2008 Fish Report
Development Corporation, a holding regulatory guidelines and
company with interests in optical requirements. The Chairman of
plastics, paint and hardware distribution the Audit Committee, the
services since August 2004; and a Chairman of the Compensation
Director of Valera Pharmaceuticals, Inc., Committee and the Chairman
a specialty pharmaceutical company, of the Board will each be paid
since January 2005. Mr. Feldman is also an annual retainer of $25,000
Chairman of the New England Colleges per year. Board and Committee
Fund and a Trustee of Northern Meeting Attendance Fees: All
Westchester Hospital Foundation. Non-employee Directors will
be paid $1,500 for each Board
meeting attended. Members of
the Audit Committee and the
Compensation Committee will
receive $500 for each
Committee meeting attended.
Stock Options: On an annual
basis, each Non-employee
Director will be awarded non-
qualified GSE stock options
(―Non-Qualified Options‖) to
of the Board will each be paid
an annual retainer of $25,000
per year. Board and Committee
Meeting Attendance Fees: All
Non-employee Directors will
be paid $1,500 for each Board
Mr. Feldman joined the Company in meeting attended. Members of
early 2004 as Director of International the Audit Committee and the
Sales and Marketing. Prior to joining Compensation Committee will
GSE, he was Chief Executive Officer of receive $500 for each
RedStorm Scientific, Inc., a biotech Committee meeting attended.
company that assists pharmaceutical Stock Options: On an annual
companies in shortening the drug basis, each Non-employee
Michael D. 40/ Director since January discovery process through its Director will be awarded non-
Feldman 2006/ Expires 2008 understanding of proteins. Mr. Feldman qualified GSE stock options
had previously held positions with GP (―Non-Qualified Options‖) to
Strategies Corporation and General purchase 10,000 shares of the
Physics in international sales and Company‘s common stock,
marketing. Mr. Feldman graduated from pursuant to the Company‘s
Cornell University with a BA in 1989. 1995 Long-Term Incentive
Mr. Feldman is the son of Jerome I. Plan (as amended).
Feldman, the Company's Chairman of the
Board.
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 Strategies from
1997 to 2001; a director of General
Sheldon L. 74/ Director since 1995/
Physics Corporation from 1987 to 1995;
Glashow Expires 2008
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 member of the
Russian and Korean Academies of
Sciences.
Mr. Greenberg has served on the Board
of Directors of GP Strategies since 1987,
was its President from 2001 until
February 2006, and its Chief Executive
Scott N. 51/ Director since 1999/ Officer since April 2005. He was the
Greenberg Expires 2008 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 states
Roger L. 65/ Director since 2001/ of the former Soviet Union. Dr.
Hagengruber Expires 2008 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
Wisconsin, with his doctorate in nuclear
physics. He is also a graduate of the
Industrial College of the Armed Forces.
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
dehumidification equipment. He has
Joseph W. 72/ Director since 2000/ served as a director of Wheaton
Lewis Expires 2008 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 division of Rockwell
International Corporation.
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
distributor of home improvement
57/ Director since 2003/
John V. Moren products in the Northeast, was a majority-
Expires 2008
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 Strategies, from
1994 to 2000.
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
ManTech subsidiaries. Mr. Pedersen also
George J. 72/ Director since 1994/
serves as a director, Vice President and a
Pedersen Expires 2008
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
Board of Directors of the Association for
Enterprise Integration.
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 Committee at Oppenheimer &
Co., a member of its Executive
O. Lee Tawes, 60/ Director since August
Committee and a member of its
III 2006/ Expires 2008
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 Middletown
Delaware.
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
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
Ivan R. Sabel, 62/ Director since 1986/
Public 9 1
CPO Expires 2008
61/ Director since 2002/
Thomas F. Kirk
Expires 2008
Edmond E. 72/ Director since 1996/
Charrette, M.D. Expires 2008
Thomas P. 63/ Director since 1991/
Cooper, M.D. Expires 2008
Cynthia L. 54/ Director since 2003/
Feldmann, CPA Expires 2008
45/ Director since 2001/
Eric A. Green
Expires 2008
H.E. Thranhardt, 67/ Director since 1996/
CPO Expires 2008
67/ Director since 1996/
Isaac Kaufman
Expires 2008
43/ Director since 2006/
Bennett Rosenthal
Expires 2008
The Audit Committee held seven meetings during 2006 and presently consists of Cynthia L. Feldmann (
The Compensation Committee presently consists of Eric Green (Chair), Thomas P. Cooper, M.D. and E
The Corporate Governance and Nominating Committee presently consists of Thomas P. Cooper, M.D. (
Hanger Orthopedic Group, Inc. 2
Bethesda Metro Center, Suite 1200
Bethesda, Maryland 20814
www.hanger.com (301) 986-0701
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
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 President
of Capital Orthopedics, Inc. from 1968 until
acquired in 1986. Mr. Sabel is a Certified
Prosthetist and Orthotist, a former clinical
instructor in orthopedics at the Georgetown
University Medical School in Washington, An annual cash retainer of $30,000
Stephanie Ambrose/
DC, a member of the Government Relations paid in four equal installments. As 410-277-2857
Ellen Fish
Committee of the American Orthotic and outlined above, this may be
Prosthetic Association, a former Chairman of converted to restricted shares; if
the National Commission for Heatlh selected, this is converted at 110%
Certifying Agencies, a former member of the of the cash retainer value. An
Strategic Planning Committee, a current annual grant of 8,500 shares of
member of the U.S. Veterans Administration restricted stock. These shares have
Affairs Committee of AOPA and a former a 3-year vesting cycle (1/3 per
President of the American Board for year). A $1,500 honorarium for
Certification in Orthotics and Prosthetics. Board meetings attended in person,
Mr. Sabel also serves on the Board of a $1,000 honorarium for Board
Drectors of Beverly Enterprises, Inc., a meetings attended via a conference
company engaged in the ownership and call, and a $1,000 honorarium for
operation of nursing homes, and as a member any Committee meeting, whether
of the Medical Advisory Board of DJ attended in person or via a
Orthopedics, Inc., a manufacturer of knee conference call. A $7,500 cash
braces. Mr. Sabel holds a B.S. in Prosthetics 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 time as the first
installment of the annual cash
retainer. The Lead Director (Dr.
Tom Cooper) also received an
additional $7,500 cash retainer and
2,000 shares of restricted stock.
a $1,000 honorarium for Board
meetings attended via a conference
call, and a $1,000 honorarium for
any Committee meeting, whether
attended in person or via a
conference call. A $7,500 cash
Mr. Kirk has been the President and Chief retainer for the chairpersons of the
Operating Officer of Hanger since January 2, Audit and Compensation
2002. From September 1998 to January 1, Committees and a $5,000 cash
2002, Mr. Kirk was a principal with retainer for the chairpersons of the
AlixPartners, LLC, the management Corporate Governance &
consluting company retained by Hanger to Nominating and Quality &
facilitate its reengineering process. From Technology Committees, paid at
May 1997 to August 1998, Mr. Kirk served the same time as the first
as Vice President, Planning, Development installment of the annual cash
and Quality for FPL Group, a full service retainer. The Lead Director (Dr.
energy provider located in Florida. From Tom Cooper) also received an
April 1996 to April 1997, he served as Vice additional $7,500 cash retainer and
President and Chief FinanciaL officer for 2,000 shares of restricted stock.
Quaker Chemical Corporation in
Pennsyvania. From Devember 1987 to
March 1996, he served as Senior Vice
President and Chief Financial Officer for
Rhone-Poulenc, S.A. in Princeton, New
Jersey and Paris, France. From 1977 to 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. Previously, he was the Executive Vice
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 President and Chief Executive
Officer of 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-Charge of Cooper's &
Lybrand Life 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 the Merchant Banking Group at
Paribas 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 employment with JEH in
1958, has 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 Officer of VSI
Group, Inc. from October 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 originating,
structuring and negotiating 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.
ngs during 2006 and presently consists of Cynthia L. Feldmann (Chair), Eric Green, and Isaac Kaufman.
y consists of Eric Green (Chair), Thomas P. Cooper, M.D. and Edmond E. Charrette, M.D
ating Committee presently consists of Thomas P. Cooper, M.D. (Chair), Bennett Rosenthal, and Edmond E. Charrette, M.D.
Last
Updated
2007 Proxy
Human Genome Sciences, Inc.
14200 Shady Grove Road
Rockville, Maryland 20850
www.hgsi.com (301) 309-8504
Number of Last
Public or Number of Names of N2K Contact
Female Age/Term/Expiration Business Background Information Board Compensation N2K Contact Name Updated/
Private Directors Directors Number
Directors Source
In 2006, each director who was
not an employee was eligible to
receive a director‘s fee of $25,000
Designated as lead independent
per year and a fee ranging from
director. Dr. Link has held a number
$1,500 to $2,000 for participation
of executive positions with
in each meeting of the Board of
pharmaceutical and healthcare
Directors or meeting of a
companies. From March 2001 until
committee of the
September 2003, he served as
Board of Directors. The Chairman
Chairman and subsequently CEO of
of the Board is entitled to an
Centerpulse, Ltd. (previously Sulzer
additional director fee at a rate of
Medica). He served as Chief
$25,000 per year. The
Executive Officer of Corange Limited,
chairman of the Audit Committee
from May 1993 until June 1994. Prior
is entitled to an additional annual
to joining Corange Limited, Dr. Link
fee at a rate of $10,000, with each
66/ Director since held a number of positions within Stephanie Ambrose/
Public 9 0 Max Link, Ph.D. member of the Audit Committee 410-277-2857 2007 Proxy
1995/ Expires 2008 Sandoz Pharma Ltd., including Chief Ellen Fish
other than the chair receiving an
Executive Officer from 1987 until
additional fee of $5,000. The
April 1992, and Chairman from April
chairmen of the Audit and
1992 until May 1993. Dr. Link
Compensation
currently serves on the Boards of
Committees are entitled to an
Directors of Access Pharmaceuticals,
additional director fee of $5,000
Inc.; Alexion Pharmaceuticals, Inc.;
per year. Directors who are also
Cell Therapeutics, Inc.; Celsion
employees received no
Corporation; CytRx; Discovery
compensation for their services to
Laboratories, Inc.; and Protein Design
us as directors. Each non-
Labs, Inc. Dr. Link received his
employee director is entitled to
doctorate in Economics from the
receive an automatic grant of
University of St. Gallen.
options to purchase 25,000 shares
of Common Stock on the date that
such non-employee director is first
elected or appointed. Each non-
Since December 2002, after retiring
from Millennium Pharmaceuticals,
Inc., a biopharmaceutical company,
Mr. Starr has been an entrepreneur.
From December 2001 to December
2002, Mr. Starr served as Chief
Operating Officer of Millennium
Pharmaceuticals, Inc. Mr. Starr also
served as Millennium‘s Chief
Financial Officer from December
1998 to December 2002. From June
2000 to December 2001, Mr. Starr
served in various vice president
45/ Director since positions at Millennium, including
Kevin P. Starr
2006/ Expires 2008 Executive Vice President, Business
Operations, and Senior Vice President.
From 1991 to 1998 Mr. Starr held
various financial positions, including
Corporate Controller, at Biogen, Inc.
He holds a B.A. in Mathematics and
Business from Colby College, and an
M.S. in Corporate Finance from
Boston College. Mr. Starr serves on
the Board of Directors of Alnylam
Pharmaceuticals, Vitae
Pharmaceuticals, Zafgen, Konarka
Technologies, and Cambridge Savings
Bank.
From September 1998 to August 2004,
served as President of TAP
Pharmaceutical Products, Inc.
Employed by Abbott Laboratories
from September 1985 to August 1998
in various positions in the
Pharmaceutical Products Division,
Diagnostics Division and
HealthSystems Division. Mr. Watkins
H. Thomas 54/ Director since serves as a Member of the Advisory
Watkins 2004/ Expires 2009 Board for the School of Business
Administration at the College of
William & Mary. Serves as a Director
of the Lake Forest Hospital
Foundation. Mr. Watkins holds a
masters degree in Business
Administration from the University of
Chicago Graduate School of Business
and a bachelors degree in Business
Administration from the College of
William & Mary.
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
Augustine 50/ Director since BioSurface Technology. Mr. Lawlor
Lawlor 2004/ Expires 2009 serves on 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. 62/ Director since member of the Board of Governors
Danzig 2001/ Expires 2007 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
Jurgen Drews, 73/ Director since Development at the Roche Group from
M.D. 1998/ Expires 2007 1991 until 1996. 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;
A. N. “Jerry” President, North American
55/ Director since Pharmaceuticals at SmithKline
Karabelas,
2002/ 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, following
Wyeth‘s acquisition of Genetics
55/ Director since Institute, where Mr. Ha-Ngoc served
Tuan Ha-Ngoc
2005/ Expires 2007
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 nonprofit organizations,
including the Harvard School of
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 (ASCO), the
American Cancer Society and the
Robert C. 67/ Director since International Gynecologic Cancer
Young, M.D. 2005/ Expires 2007
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 B.Sc. degree
in zoology in 1960 from Ohio State
University and his M.D. in 1965 from
The Audit Committee, currently consists of Messrs. Lawlor, Ha-Ngoc and Starr and Dr. Link.
The Compensation Committee currently consists of Drs. Link and Karabelas and Mr. Lawlor.
The Nominating and Corporate Governance Committee, currently consists of Mr. Danzig and Drs. Drews and Young
HealthExtras, Inc. 800 King
Fram Boulevard Rockville,
Maryland 20850
www.healthextra.com (800) 323-
6640
Number of
Public or Number of Names of N2K Contact Last
Female Age/Term/Expiration Business Background Information Board Compensation N2K Contact Name
Private Directors Directors Number Updated
Directors
Our directors are compensated
through a combination of cash
retainers and equity-based
incentives. The level and mix of
director compensation is
revised by the Board of
Directors, upon
recommendation of the
Chief Executive Officer who initially
Compensation Committee, on a
joined a predecessor of HealthEtras
periodic basis to ensure
in 1997 as Chief Financial Officer.
consistency with the objectives
From 1995 to 1997, Mr. Blair was the
of our overall compensation
Finance Manager of United Payors &
philosophy. Our review of
United Providers Inc. At United
directors‘ compensation also
Payors & United Providers, Mr. Blair
considers the increased liability
37/ Director since 1999/ focused on its initial public offering Stephanie Ambrose/
Public 9 0 David T. Blair of directors at publicly-traded 410-277-2857 2007 Proxy
Expires 2008 and several strategic acquisitions. In Ellen Fish
companies due to changes in the
1994, Mr. Blair co-founded the
regulatory environment and the
Continued Health Care Benefit
heightened scrutiny of corporate
Program, which administers health
governance practices. In 2006
care benefits to individuals leaving
the Board undertook a review
the United States Armed Forces. In
of our director compensation
1995, this program was merged into
program. As part of that process
United Payors & United Providers.
the Board reviewed a survey of
director compensation at 39
selected companies as well as
the 2005 Towers Perrin HR
Services report on ―Director
Pay: Current Trends and
Practices.‖ At the conclusion of
this review the Board
implemented our new director
compensation program. The
Board endeavored to establish
director compensation programs
at the competitive median of the
marketplace for similar
companies based on relative
size, complexity and industry.
The Board believes the director
compensation program as now
constituted is appropriate for
selected companies as well as
the 2005 Towers Perrin HR
Services report on ―Director
Pay: Current Trends and
Practices.‖ At the conclusion of
this review the Board
implemented our new director
Mr. Brock is Chairman of the compensation program. The
Intellectual Development Systems, Board endeavored to establish
Inc., a firm he founded in 1996. He director compensation programs
has served as Senior Counsel and at the competitive median of the
trustee of the Center for Strategic and marketplace for similar
International Studies in Washington, companies based on relative
DC since 1994. From 1988 to 1994, size, complexity and industry.
Mr. Brock served as Chairman of the The Board believes the director
Brock Group, a consulting firm. From compensation program as now
1988 to 1991, he served as the constituted is appropriate for
76/ Director since 2000/
William E. Brock Chairman of the National Endowment attracting and retaining
Expires 2010
for Democracy. From 1985 to 1987, qualified directors and aligning
he served as the United States their interests with those of our
Secretary of Labor, and from 1981 to shareholders. Consistent with
1985, he was United States Trade our overall compensation
Representative. Mr. Brock has also philosophy, Directors who were
served for eight years as a member of not employees, who did not
the United States House of have a beneficial interest in
Representatives and for six years as a 10% or more of our common
member of the US Senate. Mr. Brock stock and who were not officers
is a director of On Assignment, Inc. or employees of organizations
that owned 10% or more of our
common stock, referred to as
―Qualifying Directors‖, are paid
annual cash retainers for Board
and committee service,
respectively, and are granted an
award of restricted stock. These
payments and awards constitute
payment for all Board and
committee meetings and
responsibilities. Those
Directors who were not
Qualifying
Directors received no
compensation for service. Mr.
Thomas Blair, whose ownership
level has been reduced below
10%, has waived the receipt of
compensation so that he will
continue to be treated as a non-
not employees, who did not
have a beneficial interest in
10% or more of our common
stock and who were not officers
or employees of organizations
that owned 10% or more of our
common stock, referred to as
Mr. Civera is Chairman of the Board ―Qualifying Directors‖, are paid
and a business executive with over 30 annual cash retainers for Board
years of experience in operations, and committee service,
accounting and finance from both the respectively, and are granted an
public accounting and corporate award of restricted stock. These
perspective. He is currently the payments and awards constitute
Managing General Partner at Civera payment for all Board and
Investment Partnership, a private committee meetings and
investment partnership that consults responsibilities. Those
on financial, as well as merger and Directors who were not
acquisition strategies. From 1997 to Qualifying
55/ Director since 2000/
Edward S. Civera 2001, Mr. Civera was the Chief Directors received no
Expires 2010
Operating Officer and Co-Chief compensation for service. Mr.
Executive Officer of United Payors & Thomas Blair, whose ownership
United Providers, Inc., and worked level has been reduced below
with Thomas L. Blair in the founding 10%, has waived the receipt of
of HealthExtras. Prior to his position compensation so that he will
at United Payors & United Providers, continue to be treated as a non-
Mr. Civera spent 25 years with Qualifying Director until the
Coopers & Lybrand, the last 15 years Board has an opportunity to
as both a partner and managing review its policy. However, all
partner focused on financial advisory directors are reimbursed for
and auditing services. reasonable travel and incidental
expenses incurred in attending
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
62/ Director since 1999/ Emergis Inc. in March 2000. Mr.
Thomas L. Blair
Expires 2010 Blair founded 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
63/ Director since 2003/ Committee. In 1972, prior to
Steven B. 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
45/ Director since 2005/ is on the board of directors for
Daniel L. Houston
Expires 2008 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
53/ Director since 2003/
Dale B. Wolf Services, 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
Michael R. 43/ Director since 2005/ financing and advisory services to a
McDonnell Expires 2009 variety of middle market companies.
From 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 Healthcare
Administrator of the Year by the
49/ Director since 2006/
Kenneth A. Samet American College of Healthcare
Expires 2008
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 Chairman of
the AHA Regional III Policy Board.
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.
Current members of the Audit Committee are Michael R. McDonnell, Chairman, William E. Brock, Kenneth A. Samet and Dale B. Wolf.
Current members of the Compensation Committee are Dale B. Wolf, Chairman, Steven B. Epstein, Daniel J. Houston, Michael R. McDonnell and 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 N2K Contact
of of Female Age/Term/Expiration Background Information Board Compensation N2K Contact Name Updated/
Private Directors Number
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,
Cash: • retainer of $50,000 per year 2007
68/ Director since 1996/ Covance, Inc., PartnerRe Ltd., and is Chairman of Stephanie Ambrose/
Public 7 2 Richard M. Baylis (payable monthly); • $1,250 for 410-277-2857 Proxy
Expires every year the Board of Gildan Activewear, Inc. He is an Ellen Fish
each Board meeting attended; • Report
overseer of the University of Pennsylvania
$1,250 for each committee meeting
Museum and a Trustee of the Rubin Museum of
attended; • $1,250 for attendance at
Art in New York City. Mr. Baylis is also a
the annual meeting of stockholders;
member of the Advisory Council of the
• $7,500 per year to the committee
Economics Department of Princeton University.
chair of the Compensation Policy
Ms. Korologos is Chair of the RAND Committee (Ms. Korologos in
Corporation Board of Trustees, an international 2006) and the committee chair of
public policy research organization. From the Nominating and Corporate
October 1996 to December 2005 she served as Governance Committee (Ms.
Senior Advisor to Benedetto, Gartland & McHale in 2006); • $10,000 per
Company, Inc., a private investment banking firm year to the committee chair of the
in New York. She formerly served as President of Audit Committee (Mr. Morse in
the Federal City Council from 1990 until 1995 2006); and • reimbursement of
62/ Director since 1995/
Terence C. Golden and as Chairman of the Aspen Institute from customary and usual travel
Expires every year
1996 until August 2000. Ms. Korologos has expenses. Stock
served in several United States Administrations in Compensation—Annual Stock
such positions as Secretary of Labor and Under Award
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 Corporation,
and Harman International Industries, Inc.
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 of
the Federal City Council from 1990 until 1995
Ann McLaughlin 65/ Director since 1993/
and as Chairman of the Aspen Institute from
Korologos Expires every year
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 Corporation,
and Harman International Industries, Inc.
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
68/ Director since 1979/ Foundation. Mr. Marriott also serves on the
Richard E. Marriott
Expires every year Federal City 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
60/ Director since 2002/
Judith A. McHale Communications from 1995 until June 2004 and
Expires every year
served as Executive Vice 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. and Washington Post
60/ Director since 2003/
John B. Morse, Jr. Productions, Inc., both subsidiaries of The
Expires every year
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. Nassetta is our President and Chief
Executive Officer. He also serves as a Director of
CoStar Group, Inc., is Second Vice Chair and
serves on the Board of Governors of National
Association of Real Estate Investment Trusts, is a
member and 2006 chairman-elect of The Real
Estate Roundtable, and is a member of the
McIntire School of Commerce Advisory Board
Christopher J. 44/ Director since 1999/ for the University of Virginia. Mr. Nassetta
Nassetta Expires every year joined our Company in 1995 as Executive Vice
President and was elected our Chief Operating
Officer in 1997. He became our President and
Chief Executive Officer in May 2000. Prior to
joining us, Mr. Nassetta served as President of
Bailey Realty Corporation from 1991 until 1995,
and had previously served as Chief Development
Officer and in various other positions with The
Oliver Carr Company.
Audit Committee Members: John B. Morse, Jr. (Chair), Terence C. Golden and Robert M. Baylis.
Compensation Policy Committee Members: Ann McLaughlin Korologos (Chair), Robert M. Baylis and Judith McHale.
Nominating and Corporate Governance Committee Members: Judith A. McHale (Chair), Ann McLaughlin Korologos and John B. Morse, Jr.
IOMI CORPORATION 20 Firstfield Road,
Suite 250 Gaithersburg, MD 20870
301/556-4500 www.
Number Number
Public or Names of Age/Term/Expiratio N2K Contact Last
of of Female Business Background Information Board Compensation N2K Contact Name
Private Directors n Number Updated
Directors Directors
Stanley C. Erck 57/Director since Mr. Erck has served as President, Chief
2000/Expires in 2009 Executive Officer and Director since May
2000. Mr. Erck has 30 years of management
experience in healthcare and biotechnology. 2007
Public 6 0 Nancy Sloane 443-524-8128
Mr. Erck has worked at Baxter International, Proxy
Procept, and Integrated Genetics. Mr. Erck has
a B.S. from the University of Illinois and an
M.B.A. from the University of Chicago.
M. James Barrett, 63/Director since Dr. Barrett has served as a Director since Employee directors do not
Ph.D. 2002/Expires in 2009 December 2002 and as Chairman of the Board receive any additional
since January 2003. Dr. Barrett has served as a compensation for their services
general partner of New Enterprise Associates on the board. Non-employee
(NEA), a venture capital management firm, directors are eligible to receive
since September 2001. Dr. Barrett is currently compensation from us for his or
on the boards of Eximias Pharmaceutical her services as a member of our
Corporation, GlycoMimetics, Inc., Inhibitex, board of directors or any of its
Inc., MedImmune, Inc., Nucleonics, Inc., standing committees. Each such
Peptimmune, Inc., Pharmion, Inc., Ruxton non-employee director will be
Pharmaceuticals, Sensors for Medicine and entitled to receive: $20,000
Science, Inc. and Targacept, Inc. Dr. Barrett Annual Retainer;$5,000 Fee for
served as Founder, Chairman and CEO of service as Audit Committee
Sensors for Medicine and Science from 1997 Chair; $1,000 Fee for service as
until September 2001, where he remains Audit Committee Member;
Chairman. Prior to that, he was Chairman and $2,500 Fee for service as
CEO of Genetic Therapy (1987-1995), Compensation Committee Chair;
President and CEO of Life Technologies (1985- $1,000 Fee for service as
1987), and President and CEO of Bethesda Compensation Committee
Research Labs (1982-1983). Prior to 1982, Member; $2,500 Fee for service
Dr. Barrett worked in various divisions of as Corporate Governance
SmithKline. Dr. Barrett received a Ph.D. in Committee Chair; $1,000 Fee for
Biochemistry at the University of Tennessee, a service as Corporate Governance
Masters in Business Administration from the Committee Member
University of Santa Clara, and a Bachelor of
Jeff 40/Director since Dr. Himawan has served as a Partner at Essex
Himawan, Ph.D. 2002/Expires in 2007 Woodlands Health Ventures, a healthcare-
dedicated venture capital firm, from 2000 until
the present. Dr. Himawan has been a Managing
Director at Essex Woodlands since 2004 and
currently serves on the Board of Directors of
MediciNova, Light Sciences Oncology,
Symphogen and Receptor Biologix. Prior to
joining Essex Woodlands, Dr. Himawan was a
co-founder and Managing Director of Seed-One
Ventures, a venture capital firm that specializes
in the initial formation, financing and early
operational development of technology-based
companies. At Seed-One, Dr. Himawan created
and managed several early-stage companies
including Elusys Therapeutics, a New Jersey-
based biotechnology company. Prior to his
experiences at Seed-One Ventures,
Dr. Himawan was a bench scientist with basic
research experience in both industrial and
academic settings. Dr. Himawan holds a B.S.
degree in biology from the Massachusetts
Institute of Technology and obtained a Ph.D.
degree in biological chemistry and molecular
pharmacology from Harvard University.
R. Gordon 71/Director since Dr. Douglas has served as a Director since
Douglas, M.D. 2003/Expires in 2007 January 2003. Since May 1999 Dr. Douglas
has served as a consultant to the Vaccine
Research Center at the National Institute of
Health and serves on the Boards of Directors of
Advancis Pharmaceutical Corp., Vical, Inc.,
Elusys Therapeutics, Inc., VaxInnate, Inc., and
the Aeras Global TB Vaccine Foundation.
Dr. Douglas was President of Merck Vaccines,
responsible for the research, development,
manufacturing, and marketing of Merck‘s
vaccine products until May 1999. Prior to
joining Merck in 1989, Dr. Douglas had a
distinguished career as a physician and
academician, specializing in infectious
diseases. From 1982 to 1990, he was a
Professor of Medicine and Chairman of the
Department of Medicine at Cornell University
Medical College and Physician in Chief of New
York Hospital. He also served as Head of the
Infectious Disease Unit at the University of
Rochester School of Medicine. Dr. Douglas is
a graduate of Princeton University and Cornell
Richard 53/Director since Dr. Douglas has served as a Director since
Douglas, Ph.D. 2002/Expires in 2008 January 2002. Dr. Douglas has over 25 years
of biotechnology experience and he is currently
Senior Vice President, Corporate Development
of Genzyme Corporation. From 1989 until the
present he has led the Corporate Development
function at Genzyme Corporation, including
being active in mergers & acquisitions,
partnering, licensing and the evaluation of
external opportunities. From 1982 until its
merger with Genzyme Corporation in 1989,
Dr. Douglas served in science and corporate
development capacities at Integrated Genetics.
Dr. Douglas was a postdoctoral fellow at the
California Institute of Technology. He received
a Ph.D. from the University of California
(Berkeley) in biochemistry and a B.S. in
James 53/Director since chemistry from the University of Michigan.
Dr. Young has served as a Director since
Young, Ph.D. 2002/Expires in 2008 December 2002. Dr. Young has over 30 years
of experience in the fields of molecular
genetics, microbiology, immunology, and
pharmaceutical development. In December
2000, Dr. Young was promoted to the position
of president, research and development, at
MedImmune, Inc. Dr. Young joined
MedImmune in 1989 as Vice President,
Research and Development. In 1995, he was
promoted to Senior Vice President and in 1999
he was promoted to Executive Vice President,
Research and Development. Prior to
MedImmune, from 1983 to 1989, Dr. Young
was instrumental in building the department of
molecular genetics at Smith Kline & French
Laboratories culminating in the position of
Director, department of molecular genetics.
From 1978 to 1983, he was on the faculty of
the department of microbiology at Mount Sinai
School of Medicine in New York, NY.
Dr. Young received his Bachelor of Science
degrees in biology and general science from
Villanova University in Villanova, PA, and his
Audit Committee: Gordon Douglas (Chair), Richard Douglas and Jeff Himawan
Compensation Committee: James Barrett (Chair), Jeff Himawan and James Young.
Governance and Nominations Committee: James Barrett (Chair), Jeff Himawan and James Young
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
62/ Director since 2006/
Public 9 0 John M. Albertine
Expires 2008
58, Director since 1996/
Thomas L. Gough
Expires 2008
47/ Director since 2006/
Peter J. Gaffney
Expires 2008
75/ Director since 1995/
Dominic A. Laiti
Expires 2008
70/ Director since 2006/
Alan W. Baldwin
Expires 2008
69/ Director since 2006/
Paul G. Casner Jr.
Expires 2008
William F. ―Mickey‖ 43/ Director since 2007/
Harley, III Expires 2008
William F. 55/ Director since 2006/
Leimkuhler Expires 2008
53/ Director since 1995/
R. Doss McComas
Expires 2008
Audit Committee: R. Doss McComas, Dominic A. Laiti (Chair), William F. Leimkuhler
Compensation Committee: R. Doss McComas, John M. Albertine, Alan W. Baldwin, Paul G. Casner J
(Chair), William F. Leimkuhler
Nominating Committee: John M. Albertine, Alan W. Baldwin (Chair), William F. “Mickey” Har
INTEGRAL SYSTEMS, INC.
5000 Philadelphia Way Lanham,
Maryland 20706-4417
www.integ.com (301)
731-4233
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
Mr. Albertine has been a Director of 12
publicly traded companies in his career.
From 1969 through 1977, Mr. Albertine
Effective October 1, 2006, the
served as the Associate Professor of
Company pays each director who
Economics at Mary Washington College.
is not an employee and who is not
From 1977 through 1979, he served as
the Chairman of the Board of the
Legislative Assistant to Senator Lloyd M.
Company an aggregate of $24,000
Bensten. From 1979 to 1980, he served as
per year for their services. In
Executive Director to the Congressional
addition, directors receive an
Joint Economic Committee. From 1981
additional $6,000 for each
through 1986, he served as President of the
committee they serve, up to a
American Business Conference. From 1986
maximum of two committees. The
through 1990, he served as Vice Chairman Stephanie Ambrose/
amounts are paid in equal 410-277-2857
of the Fruit of the Loom Company. In 1990, Ellen Fish
quarterly installments. From
Dr. Albertine founded Albertine
December 1, 2005 until
Enterprises, Inc., a merchant banking and
September 30, 2006, the Company
consulting firm. Dr. Albertine has been the
paid each director who is not an
Chairman and CEO of Albertine Enterprises
employee and who is not the
for the last 16 years and continues in that
Chairman of the Board of the
position today. Currently, Mr. Albertine is
Company an aggregate of $20,000
the Director of Kandant Co., NYSE, Vice
per year for their services, which
Chairman of the Virginia Retirement
was increased from $18,500
Systems and a member of the Virginia
effective December 1, 2005.
Governor‘s Board of Economic Advisers.
Mr. Albertine holds a PH.D in Economics
from the University of Virginia.
In March 1996, he was elected to the Board
of Directors of the Company. He has served
as President and Chief Operating Officer of
the Company since June 1992. For three
years before being named President, he
served as Vice President and Chief
Financial Officer. Prior to joining the
Company, Mr. Gough was employed by
Business and Technological Systems, Inc.,
where he managed the Software Systems
Division. From 1972 to 1977, he was
employed by Computer Sciences
Corporation, where he progressed from
Programmer Analyst to Section Manager.
Mr. Gough earned a B.S. degree from the
University of Maryland with a major in
Information Systems Management in the
School of Business and Public
Administration.
In April 2002, Mr. Gaffney was promoted
to Executive Vice President, Commercial
Products. In February 2000, Mr. Gaffney
was appointed Vice President, Commercial
Products. From May 1999 until February
2000, Mr. Gaffney served as Vice
President, Commercial Division. From 1986
to 1992, he worked on simulators for the
Company‘s DMSP and Tiros programs. In
1992, he became a project manager for
EPOCH 2000 ground systems programs,
which included the Command and Range
Generator project for GE Americom, the
Loral Skynet Telstar 3, 4, and 5 ground
systems, and the Echostar 1, 2, 3, and 4
ground systems. Prior to joining Integral
Systems, Mr. Gaffney was a design engineer
for the General Electric Co., where he
worked on the DSCS, Milstar, Landsat, and
Spot satellite programs. Mr. Gaffney
graduated from the University of Maryland
in 1981 with a B.S. degree in Electrical
Engineering.
Mr. Laiti presently provides independent
consulting services to several companies.
He was founder, President and Director of
Globalink, Inc. (an AMX company) from
January 1990 to December 1994. He has
over 30 years of experience in starting,
building, and managing high-technology
private and public companies with annual
revenues from $2 million to over $120
million. Mr. Laiti was President of Hadron,
Inc. from 1979 to 1989; Vice President of
Xonics, Inc. from 1972 to 1979; and Vice
President of KMS Industries from 1968 to
1972. He is a Director of Pantheon
Software Inc.
Mr. Baldwin spent 10 years in the U.S.
military at both the U.S. Army‘s Redstone
Arsenal, Alabama missile development
center, and the U.S. Air Force Space and
Missile System Division in Los Angeles,
California. He played a vital role in the
early research and development of Laser
guided missiles and smart bomb technology
for both the Army and subsequently the Air
Force. He also managed a subsystems
program office while in the Air Force that
provided boost-phase guidance & control
and telemetry equipment and services for all
Atlas and Titan space launches at Cape
Kennedy in Florida and Vandenberg Air
Force Base in California. After leaving the
military, Mr. Baldwin spent 10 years with
TRW Electronics in Los Angeles managing
a manufacturing plant specializing in
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 Engineering for all
Norden Systems. In 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 Officer for
DRS. On April 30, 2005, Mr. Casner retired
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
President and Director of Allen and
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
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 banking firm, initially serving as
the 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 and Radation Systems, Inc.,
including 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.
omas, Dominic A. Laiti (Chair), William F. Leimkuhler
s McComas, John M. Albertine, Alan W. Baldwin, Paul G. Casner Jr., Dominic A. Laiti
M. Albertine, Alan W. Baldwin (Chair), William F. “Mickey” Harley, III, William F. Leimkuhler
Last
Updated
2007 Proxy
Jos. A. Bank Clothiers, Inc. 500
Hanover Pike Hampstead, MD 21074
www.josbank.com (800) 999-
7472
Public Number Number of
Names of N2K Contact Last
or of Female Age/Term/Expiration Business Background Information Board Compensation N2K Contact Name
Directors Number Updated
Private Directors 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 Each Independent Directors listed in the
Managing Director and the COO of Soros table below receives an annual retainer of
Fund Management LLC.; he is a director $20,000. Each committee chair receives an
of Mueller Industries, Inc. (NYSE: MLI) additional annual retainer of $25,000 and
62/ Director since 1989/ and Imergent, Inc. (OTCBB: IMGG); he is our Chairman of the Board and Lead Stephanie Ambrose/
Public 6 0 Gary S. Gladstein Independent Director receives an additional 410-277-2857 2007 Proxy
Expiring 2010 a director of several not-for-profit Ellen Fish
organizations including the University of annual retainer of $60,000. Each
Connecticut Foundation, The Samuel Independent Director also receives (a)
Waxman Cancer Research Foundation at attendance fees of $2,500 per Board meeting
Mt. Sinai Hospital, The Abraham and $1,000 per Committee meeting and (b)
Initiatives, The Hebrew Free Loan reimbursement for an annual acquisition of
Association and the National Sleep our common stock having a market value of
Research Foundation. $15,000 as of the time of acquisition, plus
actual brokerage fees incurred (collectively,
the ―Stock Acquisition Reimbursement‖).
Stock Acquisition Reimbursements not used
by an Independent Director in any given year
may be used in a subsequent year, without
any reduction in the Stock Acquisition
Reimbursement attributable to such
subsequent year. One-half of the usual
meeting attendance fee (i.e., $1,250 and
$500, respectively) is paid to each
Independent Director for participation in
each telephonic Board or Committee
meeting. All directors are reimbursed for
actual out-of-pocket expenses incurred by
them in connection with their attending
meetings of the Board or of a Committee.
attendance fees of $2,500 per Board meeting
and $1,000 per Committee meeting and (b)
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 (collectively,
He is a Senior Managing Director of the ―Stock Acquisition Reimbursement‖).
Houlihan, Lokey, Howard & Zukin, Inc., Stock Acquisition Reimbursements not used
an investment banking firm ("Houlihan, by an Independent Director in any given year
Lokey") and serves as a member of its may be used in a subsequent year, without
Board of Directors; he was a Managing any reduction in the Stock Acquisition
Director of Houlihan, Lokey from January Reimbursement attributable to such
1993 to December 2001; he has been the subsequent year. One-half of the usual
Managing Partner of Sunrise Capital meeting attendance fee (i.e., $1,250 and
50/ Director since 1990/ Partners, L.P., a private equity fund $500, respectively) is paid to each
David A. Preiser
Expiring in 2008 affiliated with Houlihan, Lokey, since the Independent Director for participation in
inception of the fund in December 1998; each telephonic Board or Committee
he is a director of NVR, Inc. (AMEX: meeting. All directors are reimbursed for
NVR) and Tremisis Energy Acquisition actual out-of-pocket expenses incurred by
Corporation, a private company which has them in connection with their attending
recently filed a registration statement with meetings of the Board or of a Committee.
the Securities and Exchange Commission
in contemplation of an initial public
offering.
He was Director, President and CEO of
Venture Stores, Inc. (―Venture‖), a
publicly traded family value retailer, from
April 1995 to May 1998 and was
Chairman of its board of directors from
January 1996 to May 1998; from 1976 to
April 1995, he was employed by Belk
Stores Services, a retailing company, in
various capacities, including Corporate
Executive Vice President for Merchandise
and Sales Promotion, Chief Merchandising
62/ Director since 1994/ Officer, Senior Vice President (Corporate)
Robert N. Wildrick
Expiring in 2008 and General Manager; he currently serves
on the board of directors of the Greater
Baltimore Alliance, the Advisory Board of
Johns Hopkins Children‘s Hospital and the
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 Dec. 1999.
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. 75/ Director since 1994/ Graham-Field from 1994 to June 1998; he
Giordano Expiring in 2009 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 duties with Arthur
61/ Director since 2005/ Andersen, Mr. Herron was the Managing
William E. Herron
Expires 2009 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 institutions.
Mr. Herron is a retired Rear Admiral from
the U.S. Naval Reserve.
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
74/ Director since 2005/ residence in Hong Kong as the founder and
Sidney H. Ritman Director of Armstrong Industries, Ltd., a
Expires 2010
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 (Chairman).
The Compensation Committee is comprised of Messrs. Giordano, Preiser (Chairman) and Ritman.
The Incentive Plan Committee is comprised of Messrs. Gladstein and Preiser.
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
50/ Director since 1998/
Public 7 1 Jon E. Bortz
Expires 2008
62/ Director since 1998/
Donald A. Washburn
Expires 2008
Darryl Hartley- 61/ Director since 1998/
Leonard Expires 2009
41/ Director since 2003/
Kelly L. Kuhn
Expires 2009
William S. 51/ Director since 2000/
McCalmont Expires 2009
79/ Director since 1998/
Donald S. Perkins
Expires 2010
68/ Director since 1998/
Stuart L. Scott
Expires 2010
Audit Committee: Darryl Hartley-Leonard, William S. McCalmont, Donald S. Perkins (Chair), Donal
Compensation Committee: Kelly L. Kuhn, William S. McCalmont, Donald S. Perkins, Donald A. Wa
Nominating and Governance Committee: Darryl Hartley-Leonard, Kelly L. Kuhn, Williams S. McCal
Stuart L. Scott (Chair), Donald A. Washburn
LASALLE HOTEL PROPERTIES
3 Bethesda Metro Center,
Suite 1200
Bethesda, Maryland 20814
www.lasallehotels.com (301)
941-1500
N2K Contact
Background Information Board Compensation N2K Contact Name
Number
Mr. Bortz founded the Hotel Group of
Jones Lang LaSalle Incorporated (―Jones
Lang LaSalle‖), and as President,
oversaw all of Jones Lang LaSalle‘s hotel
investment and development activities.
From January 1995 as Managing Director
of Jones Lang LaSalle‘s Investment
Each trustee who is not an
Advisory Division, Mr. Bortz was also
employee of or affiliated with
responsible for certain east coast
the Company receives an
development projects, including the
annual fee of $75,000. Prior to
redevelopment of Grand Central
the beginning of each year,
Terminal in New York City. From
each trustee makes an election Stephanie Ambrose/ Ellen
January 1990 to January 1995, he was a 410-277-2857
to receive the annual retainer Fish
Senior Vice President of Jones Lang
fee half in cash and half in
LaSalle‘s Investment Division, with
Common Shares, all in
responsibility for east coast development
Common Shares or less than
projects and workouts, including the
half in cash and the remainder
redevelopment of Union Station in
in Common Shares. In
Washington, D.C. Mr. Bortz joined Jones
accordance with the 1998 Share
Lang LaSalle in 1981. Mr. Bortz is a
Option and Incentive Plan and
member of the Board of Governors of the
procedures adopted by the
National Association of Real Estate
Company, each such trustee
Investment Trusts. He is also a member
may also elect to defer the
of the Board of Trustees of Federal
receipt of all or a portion of his
Realty Investment Trust. Mr. Bortz holds
or her Common Shares (the
a B.S. in Economics from The Wharton
―Deferred Common Shares‖).
Payment of the annual retainer,
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
Trustees. Additionally, the
Chairman of the Audit
Committee and the Chairman
of the Compensation
Committee each receive an
additional $5,000 in
compensation, which is subject
to the same cash, Common
Shares or Deferred Common
Shares elections described
above.
Option and Incentive Plan and
procedures adopted by the
Company, each such trustee
may also elect to defer the
receipt of all or a portion of his
or her Common Shares (the
Mr. Washburn is also a member of the ―Deferred Common Shares‖).
Company‘s Audit Committee and the Payment of the annual retainer,
Nominating and Governance Committee whether in cash, Common
and the Chairman of the Compensation Shares or Deferred Common
Committee. Mr. Washburn is a private Shares, is made after the close
investor. Mr. Washburn is a retired of business on December 31st
Executive Vice President of Northwest of each year in which the
Airlines, Inc. (―Northwest‖) and was the trustees served on the Board of
Chairman and President-Northwest Trustees. Additionally, the
Cargo, Inc. Mr. Washburn joined Chairman of the Audit
Northwest in 1990 and served in a Committee and the Chairman
number of capacities, including of the Compensation
Executive Vice President-Customer Committee each receive an
Service and Operations. Prior to joining additional $5,000 in
Northwest, Mr. Washburn was a compensation, which is subject
corporate Senior Vice President of to the same cash, Common
Marriott Corporation, most recently Shares or Deferred Common
Executive Vice President and general Shares elections described
manager of its Courtyard Hotel division. above.
Mr. Washburn is a director of Amedisys,
Inc., The Greenbrier Companies, Inc.,
Key
Technology, Inc. and some privately-held
companies also. Mr. Washburn serves as
a private equity fund advisory board
Mr. Hartley-Leonard is Funds II of III.
member of Spell Capital a memberandthe
Company‘s Nominating and Governance
Committee. Mr. Hartley-Leonard is a
private investor. Mr. Hartley-Leonard is
Chairman and CEO of PGI (an event
production agency) and a retired
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
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. Ms. Kuhn serves on
Navigant 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
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
President and the Chief Financial Officer
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 Chief Financial
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 retired Chairman of
the Board and Chief 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 previously served on more than 20
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
Chairman of the Board of Directors and
Chief Executive Officer of LaSalle
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
nard, William S. McCalmont, Donald S. Perkins (Chair), Donald A. Washburn
uhn, William S. McCalmont, Donald S. Perkins, Donald A. Washburn (Chair)
ee: Darryl Hartley-Leonard, Kelly L. Kuhn, Williams S. McCalmont, Donald S. Perkins,
hburn
Last
Updated/
Source
2007 Proxy
Report
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
68/Director since 1988/
Public 13 2 Harold L. Adams
Expires 2010
Raymond A. Mason 70/ Director since
(insider) 1981/term expires 2010
Margaret Milner 64/Director since 2003/
Richardson Expires 2010
57/ Director since 2002/
Kurt L. Schmoke
Expires 2010
60/ Director since 2007/
Robert E. Angelica,
Expires 2009
68/Director since 2002/3
Dennis R. Beresford year term/term expires
2008
78/Director since 1993/3
Edward I. O'Brien year term/term expires
2008
68/Director since 1983/3
Nicholas J. St.
year term/term expires
George
2008
70/Director since 1991/3
Roger W. Schipke year term/term expires
2008
64/Director since 1990/3
John E. Koerner, III year term/term expires
2009
69/Director since 1985/3
James E. Ukrop year term/term expires
2009
51/ Director since
Cheryl Gordon
January 2006/ Expires
Krongard
2009
60/ Director since April
W. Allen Reed
2006/ Expires 2008
Messrs. Beresford (Chairman), Adams, O’Brien and Reed are the members of our Audit Committee.
Messrs. Schipke (Chairman), Koerner and Schmoke and Ms. Krongard are the members of our Compen
Committee.
Messrs. St. George (Chairman) and Ukrop and Ms. Richardson are the members of our Nominating and
Legg Mason, Inc.
100 Light Street
Baltimore, MD 21202-1099, 1-
877-534-4627
www.leggmason.com
Business Background Information Board Compensation N2K Contact Name
He has been the Chairman Emeritus of
RTKL Associates, Inc., an international
architecture, engineering, and planning firm Cash Retainers Annual Board
since April 2003; he previously served as Retainer $40,000: Audit Committee Stephanie Ambrose/
Chairman and CEO of that firm from 1987- Chairman Retainer $15,000: Ellen Fish
2003, and was President of that firm from Nominating and Compensation
1969-2000. He is also director of Lincoln Committee Chairmen Retainers
Electric Holdings, Inc. and Commercial $7,500: Lead Independent Director
Metals Co. Retainer $20,000: Audit Committee
He has served as Chairman and CEO of Member Retainer $20,000 (paid to all
Legg Mason Wood Walker, Inc. from 1975- members including the Chair):
February 2004. Chairman, President, and Nominating and Compensation
CEO since 1981. Committee Member Retainers
She is currently engaged in private $15,000 (paid to all members
consulting and investment activities; was a including the Chair): Meeting Fees
partner of Ernst & Young, LLP, an $2,000 per meeting attended
international accounting and auditing firm, beginning with the sixth meeting in
from 1997-June 2003. She served as the the year: Audit Committee Meeting
United States Commissioner of internal Fees $2,000 per meeting attended
Revenue from 1993-1997. beginning with the sixth meeting in
He has been Dean of the School of Law at the year: Nominating and
Howard University since January 2003; he Compensation Committee Meeting
was a partner in the law firm of Wilmer, Fees $2,000 per meeting attended
Cutler & Pickering from December 1999- beginning with the sixth meeting in
January 2003; he was the Mayor of the year.
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
Legg Mason by the Chairman of the 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 of
the Financial Accounting Standards Board
from 1987-1997. She is also a director of
Kimberly-Clark Corp. and MCI, Inc.
He is engaged in private investment
activities; he has served as an advisory
capacity to certain entities in the securities
business, having served as a consultant to
the Securities Industry Association from
December 1992-Novermber 1993, and as its
President from 1974-December 1992. He is
a director of a number of mutual funds in the
Neuberger & Berman mutual fund complex.
He is engaged in private investment
activities; he was the CEO of Oakwood
Homes Corp., a manufacturer and 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 the University of
Kentucky, Gatton College of Business and
Economics 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
managing member of Koerner Capital, LLC,
a private investment company, or 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 supermarkets in
Virginia, and was President and CEO of that
company 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 Legg Mason by an officer of
Legg Mason. She served as a senior partner
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.
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 Motors Corporation, where he
served as 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.
’Brien and Reed are the members of our Audit Committee.
d Schmoke and Ms. Krongard are the members of our Compensation
p and Ms. Richardson are the members of our Nominating and Corporate Governance Committee.
N2K Contact Last
Number Updated
410-277-2857 2007 Proxy
LOCKHEED MARTIN
CORPORATION
6801 Rockledge Drive
Bethesda, Maryland 20817
www.lockheedmartin.com (866)
LMC-2363
Number of
Public or Number of Names of
Female Age/Term/Expiration Business Background Information
Private Directors Directors
Directors
Named by President Bush to Chair
the President‘s Commission on the
Implementation of the U.S. Space
Exploration Vision, January 2004;
Under Secretary of Defense
(Acquisition, Technology, and
Logistics) from May 2001 until his
retirement in May 2003. President
and Chief Executive Officer of The
Aerospace Corporation from March
E.C. Aldridge, 68/ Director since 2003/
Public 15 2 1992 until May 2001; President of the
Jr. Expires 2008
McDonnell Douglas Electronic
Systems Company from December
1988 until March 1992; Secretary of
the Air Force from June 1986 until
December 1988; and Under Secretary
of the Air Force from 1981 until
1986. Director of United Industrial
Corp. from 1993 to 2001; director of
Global Crossing Ltd. and Alion
Science and 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. 63/ Director since 2002/
1986. Held various management
Archibald Expires 2008
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.
Executive Vice President and Chief
Financial Officer of Lockheed Martin
from July 1996 until his retirement in
January 1999, Senior Vice President
and Chief Financial Officer of
Lockheed Martin from March 1995 to
Marcus C. 71/ Director since 1995/
July 1996; Vice President and Chief
Bennett Expires 2008
Financial Officer of Martin Marietta
from 1988 to 1995; director of Martin
Marietta from 1993 to 1995; director
of Carpenter Technology, Inc. from
1998 to 2001; director of Martin
Marietta Materials, Inc.
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
James O. Ellis, 59/ Director since 2004/ 2001 to September 2002. Commander
Jr. Expires 2008 in 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
Gwendolyn S. 66/ Director since 1995/ Philadelphia Electric Company) from
King Expires 2008 October 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 Financial Officer of
Douglas H. 67/ Director since
Gannett from 1979 to 1997, Chief
McCorkindale 2001/ Expires 2008
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 and Executive
Officer of General Electric Company
from September 1997 until his
retirement in July 1999, President and
Chief Executive Officer of GE
Aircraft Engines from 1993 to
September 1997, President and Chief
Eugene F. 71/ Director since Executive Officer of GE Aerospace
Murphy 1995/ Expires 2008 from 1992 to 1993, Senior Vice
President of GE Communications &
Services from 1986 to 1992; director
of Martin Marietta from 1993 to
1995; director of General Electric
Company from 1997 to 1999; director
of BellSouth Corporation from 1999
to 2004.
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 Chairman, Joint
Joseph W. 63/ Director since
Chiefs of Staff, Washington, D.C.
Ralston 2003/ Expires 2008
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
68/ Director since Management Corporation from 1992
Frank Savage
1995/ Expires 2008 to 1993, 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
58/ Director since 2001 to August 2001. Held various
Anne Stevens
2002/ Expires 2008 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 Operating Officer of the former
Robert J. 55/ Director since
Lockheed Martin Energy and
Stevens 2000/ Expires 2008
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 Board of Trustees of Stanford
James R. 69/ Director since
University from 1990 to 2000;
Ukropina 1995/ Expires 2008
director of Lockheed from 1988 to
1995; director of Pacific Life
Insurance Company and Indymac
Bancorp, Inc.
Chairman Emeritus of the Board of
Phelps Dodge Corporation (―Phelps
Dodge‖), Chairman of the Board of
Phelps Dodge from 1989 until his
retirement in May 2000, Chief
Executive Officer of Phelps Dodge
from 1989 to 1999, President of
Phelps Dodge from 1991 to 1997,
Executive Vice President of Phelps
Dodge from 1987 to 1989, President
of Phelps Dodge Industries, a division
of Phelps Dodge, from 1988 to 1990,
Senior Vice President of Phelps
Dodge from 1982 to 1986; director of
Douglas C. 71/ Director since Phelps Dodge Corporation from 1986
Yearley 1995/ Expires 2008 to 2000; director of Lockheed from
1990 to 1995, J.P. Morgan & Co.
Incorporated, Morgan Guaranty Trust
Company of New York from 1993 to
2000, Southern Peru Copper
Corporation from 1991 to 2000, USX
Corporation from 1992 to 2001;
director of United States Steel
Corporation, Marathon Oil
Corporation and Heidrick and
Struggles International, Inc. The
Board of Directors has determined
that Mr. Yearley meets the SEC‘s
criteria of an ―audit committee
financial expert.‖
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
establishment of the Department of
Director since 2006/
James M. Loy Homeland Security in 2002, Admiral
Expires 2008
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 Guard in 2002, having served
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. in Washington, D.C., where he
James M. Director since 2006/
Schneider Expires 2008 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 Financial Executives Institute.
For two consecutive years,
Audit Committee: E.C. "Pete" Aldridge, Jr., James M. Schneider, Anne Stevens, James R. Ukropina, Do
Ethics and Corporate Responsibility Committee: Marcus C. Bennett, Gwendolyn S. King (Chairperson),
Executive Committee: Nolan D. Archibald, James O. Ellis, Jr., Eugene F. Murphy, Gwendolyn S. King, R
Compensation Committee: "Pete" Aldridge, Jr., Nolan D. Archibald (Chairman), Douglas H. McCorkinda
Nominating/Corporate Governance Committee: Nolan D. Archibald, James O. Ellis, Jr., Gwendolyn S. K
Strategic Affairs and Finance Committee: Marcus C. Bennett, James O. Ellis, Jr., James M. Loy, Dougla
Last
N2K Contact
Board Compensation N2K Contact Name Updated/
Number
Source
Cash retainer $90,000; $110,000 effective
November 1, 2006: Stock retainer $90,000;
$110,000 effective January 1, 2007 in stock
units, stock options or 50/50 combination
as elected under the Directors‘ Equity Plan
Committee Chairman retainer $12,500
(other than Audit Committee Chairman)
Audit Committee Chairman retainer
$20,000 Deferred compensation plan Cash
retainer deferrable with earnings at prime Stephanie Ambrose/
rate, S&P 500 or Lockheed Martin stock
410-277-2857 2007 Proxy
Ellen Fish
return
Travel accident insurance $1,000,000
Matching Gift for Colleges and
Universities Program Company match of
$1 per $1 of director contributions, up to
$10,000 per director, to eligible educational
institutions Director education
institutes/activities Reimbursed for costs
and expenses
evens, James R. Ukropina, Douglas C. Yearley (Chairman)
ndolyn S. King (Chairperson), James M. Loy, Joseph W. Ralston, Frank Savage.
Murphy, Gwendolyn S. King, Robert J. Stevens, James R. Ukropina (Chairman)
man), Douglas H. McCorkindale, Gwendolyn S. King, Eugene F. Murphy, James M. Schneider, Anne Stevens.
es O. Ellis, Jr., Gwendolyn S. King, Eugene F. Murphy, James R. Ukropina (Chairman).
Ellis, Jr., James M. Loy, Douglas H. McCorkindale (Chairman), Joseph W. Ralston, Frank Savage, Douglas C. Yearley.
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
75/ Director since 1964/
Public 11 2 J.W. Marriott , Jr.
Expires 2008
52/ Director since 2004/
Debra L. Lee
Expires 2008
55/ Director since 2002/
George Munoz
Expires 2008
61/ Director since 1997/
William J. Shaw
Expires 2008
Richard S. 65/ Director since 2004/
Braddock Expires 2008
Lawrence W. 48/ Director since 2002/
Kellner Expires 2008
46/ Director since 2002/
John W. Marriot III
Expires 2008
Floretta Dukes 71/ Director since 1992/
McKenzie Expires 2008
64/ Director since 1995/
Harry J. Pearce
Expires 2008
58/ Director since 2008/
Steven S Reinemund
Expires 2008
65/ Director since 1995/
Lawrence M. Small
Expires 2008
Audit Committee Members: Lawrence M. Small (Chair), Lawrence W. Kellner, and George Muñoz. Roge
from the Board on April 28, 2006.
Compensation Policy Committee Members: Richard S. Braddock (Chair), Floretta Dukes McKenzie, Law
member of the Committee until his retirement from the Board on April 28, 2006.
Nominating and Corporate Governance Committee Members: Lawrence W. Kellner (Chair), Debra L. Le
Committee for Excellence members include George Muñoz (Chair), Debra L. Lee, Harry J. Pearce, and
Executive Committee Members: J.W. Marriott, Jr. (Chair) and Lawrence W. Kellner.
MARRIOTT INTERNATIONAL, INC.
10400 FERNWOOD ROAD BETHESDA,
MARYLAND 20817 www.marriott.com
(888) 236-2427
Business Background Information Board Compensation N2K Contact Name
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
For 2006, each non-employee
Trust. He serves on the Board of Trustees of
director received a retainer fee of
the National Geographic Society, the National
$60,000 and an attendance fee of Stephanie Ambrose/
Urban League and The J. Willard & Alice S.
$1,250 for each Board, Committee Ellen Fish
Marriott Foundation, and is a member of the
or shareholder meeting attended.
Executive Committee of the World Travel &
Lawrence M. Small received an
Tourism Council and the Business Council.
additional annual retainer of
Mr. Marriott has served as our Chairman and
$20,000 for his services as chair of
Chief Executive Officer since the Company‘s
the Audit Committee. Roger W.
inception in 1997, and served as Chairman and
Sant received an additional annual
Chief Executive,Officer of the Company‘s
retainer of $3,333 for his services as
predecessors from 1985. He is the father of
chair of the Compensation Policy
John W. Marriott III.
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 Chairman of the
Company‘s Board of Directors.
Relating to his services as a non-
employee Vice Chairman, he
receives 125 percent of the ordinary
annual cash retainer (disregarding
committee chair retainers),
attendance fees and annual stock
award of the non-employee
directors.
$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 from January through
Ms. Lee is President and Chief Operating April 2006, and Richard S.
Officer of Black Entertainment Television Braddock received an additional
(BET), a media and entertainment company annual retainer of $6,667 for his
owned by Viacom. Ms. Lee‘s career at BET services as chair of the
began in 1986 as Vice President and General Compensation Policy Committee
Counsel. In 1992, she was named Executive beginning in May 2006. Roger W.
Vice President of Legal Affairs and Publisher Sant retired from the board at the
of BET‘s magazine division, while continuing 2006 annual meeting of
to serve as General Counsel. In 1995, Ms. Lee shareholders on April 28, 2006.
assumed responsibility for BET‘s strategic John W. Marriott III serves as the
business development and was named non-employee Vice Chairman of the
President and Chief Operating Officer in Company‘s Board of Directors.
1996. Prior to joining BET, Ms. Lee was an Relating to his services as a non-
attorney with Washington, D.C.-based law employee Vice Chairman, he
firm Steptoe & Johnson. Ms. Lee serves on the receives 125 percent of the ordinary
Board of Directors of the following publicly annual cash retainer (disregarding
traded companies: Eastman Kodak Company committee chair retainers),
and Washington Gas & Light Company. She is attendance fees and annual stock
also a director of the following professional award of the non-employee
and civic organizations: the National Cable & directors.
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 was Chief Financial Officer
and Assistant 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 President of Marriott Corporation in
April 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 Leadership
Advisory Board.
Mr. Braddock is Chairman of MidOcean
Partners, a private equity firm. Prior to his
position at MidOcean Partners, Mr. Braddock
served as Chairman of priceline.com
Incorporated, a position he held from August
1998 through April 2004. He also served as
Chief Executive Officer at priceline.com
Incorporated from August 1998 through June
2000. Previously, Mr. Braddock served as
Chairman of True North Communications, a
global advertising and communications firm,
from July 1997 to January 1999, and was a
Principal in the private equity investment firm
of Clayton, Dubilier & Rice from June 1994 to
September 1995. Earlier, Mr. Braddock was
Chief Operating Officer at Medco
Containment Services, Inc., from January
1993 to October 1993. Mr. Braddock joined
Citicorp in 1973, serving as Chief Operating
Officer of the company and its principal
subsidiary, Citibank, N.A. from January 1990
through October 1992. He serves on the Board
of Directors of the following publicly traded
companies: Cadbury Schweppes plc, Eastman
Kodak Company, MphasiSBFL Limited
(India). He also serves on the Board of
Directors of Lenox Hill Hospital and the
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 joined the airline in
1995 as Senior Vice 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 President of
Global Sales and Marketing. 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.
Dr. McKenzie is Senior Advisor to the
American Institute for Research. She was the
Chairman of The McKenzie Group, Inc. (an
educational consulting firm) from 1997 until
2004. From 1981 to 1988, she served as
Superintendent of the District of Columbia
Public Schools and Chief State School Officer.
She is a director of the following publicly
traded companies: Potomac Electric Power
Company (PEPCO), Ameritas/Acacia Group,
Group Hospitalization and Medical Services,
Inc. (GHMSI). She is also a director or trustee
of National Geographic Society, CareFirst
(Blue Cross/Blue Shield), Howard University,
White House Historical Association, Marriott
Foundation for People with Disabilities,
National Academy Foundation, American
Institute for Research, and Harvard Graduate
School of Education Urban Superintendents
Program.
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, MDU
Resources Group, Inc. He also is 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. 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 served as Vice Chairman and
Chairman 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.
Small (Chair), Lawrence W. Kellner, and George Muñoz. Roger W. Sant was a member of the Committee until his retirement
s: Richard S. Braddock (Chair), Floretta Dukes McKenzie, Lawrence M. Small, and Harry J. Pearce. Roger W. Sant was a
ment from the Board on April 28, 2006.
ommittee Members: Lawrence W. Kellner (Chair), Debra L. Lee, Floretta Dukes McKenzie, and George Muñoz.
de George Muñoz (Chair), Debra L. Lee, Harry J. Pearce, and William J. Shaw.
riott, Jr. (Chair) and Lawrence W. Kellner.
N2K Contact Last
Number Updated
410-277-2857 2007 Proxy
mittee until his retirement
. Roger W. Sant was a
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
65/Director since
Public 10 1 Henry Linsert, Jr.
1988/Expires in 2008
49/Director since
Robert J. Flanagan
2002/Expires in 2009
53/ Director since 2006/
Steve Dubin
Expires 2009
64/Director since
James R. Beery
2004/Expires in 2009
Douglas J. 76/Director since
MacMaster, Jr. 1993/Expires in 2010
71/Director
John H. Mahar since1993/Expires in
2010
76/Director since
Eugene H. Rotberg
1992/Expires in 2010
50/ Director since 2006/
Harry J. D‘Andrea
Expires 2008
52/ Director since 2006/
Polly B. Kawalek
Expires 2008
63/ Director since 2005/
Jerome C. Keller
Expires 2008
Audit Committee: James R. Beery, Eugene H. Rotberg, Sandra Panem, Ph.D.
The members of the Compensation Committee are Messrs. Flanagan, MacMaster and Mahar and Mrs.
The members of the Audit Committee are Messrs. Beery, D’Andrea and Rotberg and Mrs. Kawalek.
Martek Biosciences Corp 6480
Dobbin Road Columbia, MD
21045 410-740-0081
www.martekbio.com
Business Background Information Board Compensation N2K Contact Name
From 1987 to 1988, he was primarily engaged
as President of American Technology
Investments Corp., a consulting company
specializing in the development and financing
of early stage companies in the Mid-Atlantic
area; he was President and CEO of Suburban
Capital Corporation, a venture capital Stephanie Ambrose/
subsidiary of Sovran Financial Corporation Ellen Fish
(now Bank of America), from 1983 to 1987; Each director who is not an
prior to 1983, he was Vice President of employee of the Company receives
Inverness Capital Corporation, a small business an annual retainer of $40,000 plus
investment company, and Vice President of $2,000 and expenses per Board
First Virginia Bank. Chairman of the Board meeting. Committee members
and CEO. receive an annual retainer, which
He has been Executive Vice President of Clark varies by committee, plus $1,000
Enterprises, Inc. (―Clark‖), a Bethesda, per committee meeting. The annual
Maryland-based holding company, since 1989; retainer for committee members is
he is the ownership, investment and asset as follows: Audit Committee
management arm of various Clark entities, Chairman — $8,000; Audit
including one of the largest privately-held Committee members — $4,000;
construction companies in the United States; Compensation Committee
prior to joining Clark, he was treasurer, Chairman — $4,000;
secretary and a member of the board of Compensation Committee
directors of Baltimore Orioles, Inc. from 1981 members — $2,000; Nominating
to 1989; he was also employed from 1978 to Committee Chairman — $4,000;
1981 as a member of Arthur Andersen‘s audit Nominating Committee members
division in its Washington, D.C. office. He is a — $2,000. Each director who is
CPA. not an employee of the Company
is also eligible to receive stock-
based compensation under the
Company‘s stock incentive
plans. Annually, each eligible
director receives a grant of stock-
based compensation on the day of
the Company‘s Annual
Meeting of Stockholders. In
addition, each newly elected
director is eligible for a grant of
stock-based compensation upon
joining the Board. On March 16,
2006, each non-employee director
received options resulting from his
or her service as a
director to purchase 5,000 shares
at $33.36 per share under the
Company‘s 2004 Stock Incentive
Plan.
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-
Mr. Dubin became Chief Executive Officer of based compensation under the
Martek in July 2006 following Mr. Linsert‘s Company‘s stock incentive
retirement, after serving since September 2003 plans. Annually, each eligible
as President of Martek. Mr. Dubin joined director receives a grant of stock-
Martek in 1992 and has served in various other based compensation on the day of
management positions, including CFO, the Company‘s Annual
Treasurer, Secretary, General Counsel and Meeting of Stockholders. In
Senior Vice President of Business addition, each newly elected
Development. In 2000, he moved to a part-time director is eligible for a grant of
position of Senior Advisor — Business stock-based compensation upon
Development, a role he filled until his election joining the Board. On March 16,
to President of Martek in September 2003. He 2006, each non-employee director
also spent time during 2000 through 2003 co- received options resulting from his
founding and co-managing a Maryland-based, or her service as a
angel-investing club that funds early-stage, director to purchase 5,000 shares
high-potential businesses. He was also ―Of at $33.36 per share under the
Counsel‖ to the law firm Mintz, Levin, Cohn, Company‘s 2004 Stock Incentive
Ferris, Glovsky and Popeo, P.C. during part of Plan.
2001 and 2002. Prior to 1992, Mr. Dubin
worked in the financing and management of
early-stage businesses and, over a period of 12
years, served in various positions at Suburban
Bank, now part of Bank of America, including
Vice President and Treasurer of their venture
capital subsidiary, Suburban Capital
Corporation.
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 the London
office of Morrison & Forester, 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 Manufacturing and
Technology and Pharmaceutical
Manufacturing. Mr. MacMaster retired from
Merck in 1991 and currently serves as a
director for Neose Technologies, Inc.
(biotechnology) and Stratton Mutual Funds.
He has served as President of Hillside
Management, a consulting firm, since 1992;
from 1991 to 1992, he was a Vice President at
Salomon Brothers Inc., serving as a principal
for the Venture Capital Fund; from 1985 to
1991, he was Executive Vice President and
COO of Elf Technologies, Inc., a venture
capital firm. Mr. Mahar was reelected as a
director of the Company in February 1993.
Prior to that time, he served as a director of the
Company from 1988 until 1991.
He has been an independent advisor to
international development and financial
institutions since 1990; from 1987 to 1990, he
was Executive Vice President and a 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. From August 1998 to June
1999, Mr. 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 PepsiCo‘s Quaker Foods
division. In 2001, 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 had
been consulting after spending a 25-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.
tberg, Sandra Panem, Ph.D.
e Messrs. Flanagan, MacMaster and Mahar and Mrs. Kawalek.
. Beery, D’Andrea and Rotberg and Mrs. Kawalek.
N2K Contact
Source
Number
410-277-2857 2007 Proxy
ADVANCIS PHARMACEUTICAL
CORPORATION
20425 Seneca Meadows Parkway
Germantown, Maryland 20876
Number of
Public or Number of Names of
Female Age/Term/Expiration Business Background Information
Private Directors Directors
Directors
Dr. Douglas currently serves as
consultant to the Vaccine Research
Center at the National Institute of
Health. Dr. Douglas was president,
Merck Vaccines, responsible for the
research, development, manufacturing
and marketing of Merck Vaccines‘
vaccine products, from 1989 until 1999.
From 1982 to 1990, he was a professor
of medicine and Chairman,
Department of Medicine, Cornell
University Medical College and
R. Gordon 72/ Director since 1999/
Public 7 0 physician-in-chief, the New York
Douglas, M.D. Expires 2010
Hospital. He also served
as head of the infectious disease unit at
the University of Rochester School of
Medicine. Dr. Douglas serves on the
Board of Directors of Elusys
Therapeutics, Inc., Iomai Corporation,
the Aeras Global TB Vaccine
Foundation (Chairman), VaxInnate, Inc.
and Vical Incorporated (Chairman). Dr.
Douglas is a graduate of Princeton
University and Cornell University
Medical College.
Mr. Vogelbaum is a partner with Rho
Ventures. Prior to joining Rho, he spent
five years as a general partner of Apple
Tree Partners, a life sciences venture
capital firm. Previously, he was a
general partner of Oxford Bioscience
Partners, which he joined in 1993. Mr.
Vogelbaum currently serves on the
Martin A. 43/ Director since 2007/
Board of Directors of several privately-
Vogelbaum Expires 2010
held companies, including as Chairman
of Gloucester Pharmaceuticals, and
previously served as a member of the
Board of Directors of Nuvelo, Inc., a
publicly traded biopharmaceutical
company. Mr. 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 was
58/ Director since 1999/
Harold R. Werner senior vice president of Robert S. First,
Expires 2010
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
Edward M. Rudnic, 51/ Director since 1999/ vice president for development and
Ph.D. Expires 2009 technical operations from 1996 to 1997
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
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
James H. 70/ Director since 1999/ 1985 to 1989 and president of
Cavanaugh, Ph.D. Expires 2009 SmithKline Clinical Laboratories from
1981 to 1985. 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. Dugan retired
65/ Director since 2003/
Richard W. Dugan from Ernst & Young in 2002. Mr.
Expires 2009
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. 62/ Director since 1999/ Maryland Economic Development
Hockmeyer, Ph.D. Expires 2009 Commission and the Governor‘s
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 Dou
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 Dougla
N2K Contact Last
Board Compensation N2K Contact Name
Number Updated
The Company currently
pays each of its non-
employee directors an
annual fee of $20,000 for
serving on its Board of
Directors. In addition, the
Company currently pays
these directors $2,500 for
each meeting of the Board
attended in person, and
$1,500 for each meeting of
the Board attended Stephanie Ambrose/
telephonically and for each 410-277-2857 2007 Proxy
Ellen Fish
meeting of a committee of
the Board attended. At
such times as the Company
has a non-employee
Chairman of the Board, the
Company will pay such
individual an additional
$10,000 annual fee. Each
non-employee chairman of
a Board committee is paid
an additional $2,000 annual
fee, except that the
additional annual fee for
the chairman of the Audit
Committee is $4,000. The
Company
also reimburses its non-
employee directors for
reasonable expenses
incurred to attend Board
and committee meetings, as
well as business meetings
and functions attended on
the Company‘s behalf.
Directors who are also
employees of the
Company do not receive
any additional
compensation for their
services as our directors.
individual an additional
$10,000 annual fee. Each
non-employee chairman of
a Board committee is paid
an additional $2,000 annual
fee, except that the
additional annual fee for
the chairman of the Audit
Committee is $4,000. The
Company
also reimburses its non-
employee directors for
reasonable expenses
incurred to attend Board
and committee meetings, as
well as business meetings
and functions attended on
the Company‘s behalf.
Directors who are also
employees of the
Company do not receive
any additional
compensation for their
services as our directors.
meyer and R. Gordon Douglas.
yer and Mr. Werner.
naugh, R. Gordon Douglas and Wayne T. Hockmeyer.
Micros Systems, Inc. 7031
Columbia Gateway Drive
Columbia, MD 21046 443-285-
6000 www.micros.com
Number of
Public or Number of Names of N2K Contact
Female Age/Term/Expiration Business Background Information Board Compensation N2K Contact Name Source
Private Directors Directors Number
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 was
attended. Messrs. Giannopoulos
hired by the Company pursuant to an
and Brown are not compensated
Employment Agreement to terminate
67/Director since 1992/to for service on the Board. In
December 31, 1999, subsequently
serve until the next addition, each member of a Board
A. L. amended to terminate on June 30, 2009. Stephanie Ambrose/
Public 6 0 Annual Meeting and until committee receives an additional 410-277-2857 2007 Proxy
Giannopoulos In prior assignments at Westinghouse, Ellen Fish
their successors are $1,500 for each committee
Mr. Giannopoulos was General
elected and qualified meeting attended, and the
Manager of the Automation Division
Chairman of the Audit
and National Industrial Systems Sales
Committee, effective October 1,
Force, Industries Group. Mr.
2006, receives an additional fee
Giannopoulos is a graduate of Lamar
of $3,000 per quarter, given the
University with a Bachelor of Science
fact that he has additional review
degree in Electrical Engineering.
responsibilities and participates in
Chairman, President, and CEO.
certain financial review meetings
with the Finance Department and
He serves as Chairman and CEO of
PriceWaterhouseCoopers LLP.
Precision Auto Care, Inc., a franchise
company for the auto care industry.
64/Director since 1977/to
Additionally, he serves as President and
serve until the next
Louis M. a director of IDEAS, Inc., a supplier of
Annual Meeting and until
Brown, Jr. high technology, custom-engineered
their successors are
products and services. Formerly, he
elected and qualified
served as 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 operations, and co-
65/Director since 2003/to authored various internal training
serve until the next publications. He serves on the board of
B. Gary Dando Annual Meeting and until directors of PEC Solutions, Inc., a
their successors are publicly held professional services firm
elected and qualified serving 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 Chairman and Chief
77/Director since 1996/to
Executive Officer of Orion Network
serve until the next
Systems, a company that provides
John G. Puente Annual Meeting and until
satellite services and facilities. Before
their successors are
joining Orion, he was Vice Chairman of
elected 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 by Constellation Real
62/Director since 1997/to
Estate, Inc. in various capacities. He is
serve until the next
Dwight S. also past President of the Maryland
Annual Meeting and until
Taylor Chapter of the National Association of
their successors are
Industrial and Office Properties
elected 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 Vice President of TLX, Inc.,
63/Director since 2000/to
a provider of logistics solutions to the
serve until the next
William S. airline industry, based in Scottsdale,
Annual Meeting and until
Watson Arizona, and is a member of the board
their successors are
of directors of Passkey Systems, Inc., a
elected and qualified
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.
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
58/ Director since 2002/
Public 11 1 Michael J. McDevitt
Expires 2009
29/ Director since 2007/
Michael S. McDevitt
Expires 2009
58/ Director since 2007/
Richard T. Aab
Expires 2009
58/ Director since 2006/
Charles P. Connolly
Expires 2010
George Lavin Jr., 78/ Director since 2005/
Esq. Expires 2009
Bradley T. 59 / Director since 1996/
MacDonald Expires 2010
Dennis M. 62/ Director since 2006/
McCarthy Expires 2008
Donald Francis 59/ Director since 1998/
Reilly, O.S.A Expires 2010
Michael C. 53/ Director since 1998/
MacDonald Expires 2008
56/ Director since 2002/
Mary T. Travis
Expires 2008
Reverend Joseph D. 58/ Director since 2003/
Calderone, O.S.A. Expires 2009
Our audit committee consists of Joseph Calderone, Charles Connolly, George Lavin, and Mary Trav
The nominating and corporate governance committee consists of Joseph Calderone, Donald F. Reill
The compensation committee currently consists of George Lavin, Jr., Esq, Dennis M. McCarthy, Es
Messrs. Bradley T. MacDonald, Michael C. MacDonald, Michael J. McDevitt, and Dennis M
MEDIFAST, INC.
11445 Cronhill Dr.
Owings Mills, MD 21117
www.medifastdiet.com
(410) 581-8042
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
Mr. McDevitt is a retired FBI Special Agent with
over 29 years of government service with the
United States Marine Corps and the FBI. He had
attained Senior Executive status within the Stephanie Ambrose/
410-277-2857
FBI(1)s Investigative Technology Branch and is Ellen Fish
currently providing consulting services, focusing
on physical threat and risk assessments and
conducting specialized training for law
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 and subsequently
promoted to the position of President and Chief Employee Directors do
Financial Officer in January of 2006. In March of not receive any
Richard T. Aab co-founded US LEC in June 1996
additional compensation
and has served as Chairman of the Board of
for their services as
Directors since that time. He also served as Chief
director.
Executive Officer from June 1996 until July
Additional fees are paid
1999. Between 1982 and 1997, Mr. Aab held
to the Chairman of each
various positions with ACC Corp., an
committee which in
international telecommunications company in
fiscal 2006 amounted to
Rochester, NY, including Chairman and Chief
Charles P. Connolly is currently an independent an additional 500 shares
director focusing on bank relationships, debt of Medifast, Inc. stock
refinancing, merger and acquisition strategy and granted to the Chairman
executive compensation design. Mr. Connolly of each committee.
spent 29 years at First Union Corp. that merged Joseph D. Calderone - $
with Wachovia Bank in 2001. He retired in 2001 9,375
as the President and CEO of First Union Corp. Charles P. Connolly -
Mr. Connolly serves on the Boards of numerous 3,206
George Lavin, Esq. -
9,375
Michael C. MacDonald -
9,375
Dennis M. McCarthy -
3,206
Michael J. McDevitt -
9,375
Rev. Donald F. Reilly,
OSA - 12,500
Mary T. Travis - 12,500
granted to the Chairman
of each committee.
Joseph D. Calderone - $
9,375
Charles P. Connolly -
3,206
Mr. Lavin has been a director of the Company George Lavin, Esq. -
since 2005 while a senior partner at Lavin, Oneil, 9,375
Ricci, Ceprone & Disipio. Mr. Lavin is a 1951 Michael C. MacDonald -
graduate of Bucknell University. He attended the 9,375
University of Pennsylvania School of Law, Dennis M. McCarthy -
receiving an LL.B. in 1956, and then served as a 3,206
Special Agent, Federal Bureau of Investigation, Michael J. McDevitt -
United States Department of Justice, until 1959. 9,375
Mr. Lavin is one of the dominant product liability Rev. Donald F. Reilly,
defense attorneys in the nation. He has had OSA - 12,500
regional responsibilities in several automotive Mary T. Travis - 12,500
specialty areas, and has been called upon to try
matters throughout 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 the Temple
Prior to joining the Company, He has also been
University Law School faculty.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,
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. McCarthy retired from the
Marine Corps in 2005 in the grade of Lieutenant
General after four years in command of all
Marine Reserve forces. Mr. McCarthy is
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 SILOAM Ministries where he
ministers and 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
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 executive positions in the
sales and 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.
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 is an approved
instructor of the Mortgage 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 years with the Loyola
University Medical Center as the hospital
Chaplain and taught 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.
Calderone, Charles Connolly, George Lavin, and Mary Travis.
ce committee consists of Joseph Calderone, Donald F. Reilly, and George Lavin.
consists of George Lavin, Jr., Esq, Dennis M. McCarthy, Esq., Donald F. Reilly, and Mary Travis
hael C. MacDonald, Michael J. McDevitt, and Dennis M. McCarthy, Esq. are members of the Executive Committee.
Last
Updated/
Source
2007 Proxy
Report
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
66/ Director since 2006/
Public 9 0 Jerry C. Benjamin
Expires 2010
44/ Director since 2000/
Barclay A. Phillips
Expires 2010
Otello Stampacchia, 37/ Director since 2006/
Ph.D. Expires 2010
51/ Director since 2003/
Phillip M. Schneider
Expires 2008
42/ Director since 2006/
Christian Itin, Ph.D.
Expires 2008
Michael G. Carter,
69/ Director since 2001/
M.B., Ch.B., F.R.C.P.
Expires 2009
(Edinburgh)
58/ Director since 2000/
David F. Hale
Expires 2009
59/ Director since 2006/
John E. Berriman
Expires 2009
49/ Director since 2006/
Peter Johann, Ph.D.
Expires 2008
Audit Committee: Mr. John E. Berriman, Mr. Barclay A. Phillips, Dr. James Clayburn La Force, Jr., Mr. P
Compensation Committee: Mr. John E. Berriman, Dr. Michael G. Carter, Dr. Otello Stampacchia, Dr. Ja
Nominating Committee: Mr. Jerry C. Benjamin, Dr. Michael G. Carter, Mr. Robert E. Kiss, Dr. Gail S. Sc
MICROMET, INC.
6707 Democracy Boulevard
Suite 505
Bethesda, Maryland 20817 (240)
752-1420
http://www.micromet.de/index.php
?id=48
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
Prior to the merger between
Mr. Benjamin has been a General Partner Micromet AG and CancerVax
of Advent Venture Partners, a venture Corporation, directors of
capital management firm in London, since CancerVax received an annual
1985. Mr. Benjamin also serves on the fee of $16,000 for service as a
board of directors of Orthofix director. In addition, directors
Stephanie Ambrose/
International N.V., an international of CancerVax received 410-277-2857
Ellen Fish
orthopedics company listed on the $1,500 for each regularly
NASDAQ Global Market. In the past, Mr. scheduled board meeting
Benjamin has been a director of a number attended and $750 for each
of public and private health care regularly scheduled
companies. committee meeting attended.
For director service after the
effective date of the merger,
Barclay A. Phillips served as a member of directors receive an annual
CancerVax‘s board of directors from retainer fee of $16,000 for
December 2000 to May 2006 and has director service, paid in
continued as a director of the Company quarterly installments, a fee of
following the merger. From 1999 to the $1,500 for each board
present, Mr. Phillips has been a Managing meeting attended and a fee of
Director of Vector Fund Management. $1,000 for each committee
From 1991 to 1999, Mr. Phillips served in meeting attended. In addition,
various roles including Director of Private each non-employee director
Placements and Biotechnology Analyst receives the director fee with
for INVESCO Funds Group, Inc. From respect to telephonic board
1985 to 1990, Mr. Phillips held positions meetings and committee
in sales and trading with Paine Webber, meetings if such telephonic
Inc. and Shearson Lehman Hutton, Inc. meetings last approximately
Over the last ten years, Mr. Phillips has two hours or longer. Pursuant
held board positions for a number of to the Company‘s non-
public and private companies and employee director
currently serves as a director and member compensation policy adopted
of the audit committee of Acorda in connection with the merger,
Therapeutics, Inc., a publicly traded each nonemployee director,
biopharmaceutical company. Mr. Phillips other than the chairman of the
received a B.A. in economics from the board, received a non-
University of Colorado in Boulder. qualified stock option to
purchase 35,000 shares of the
Company‘s common stock,
and the chairman received a
non-qualified stock option to
purchase 70,000 shares of the
Company‘s common stock on
the merger closing date.
Directors who join the board
after the merger also receive a
non-qualified stock option to
in connection with the merger,
each nonemployee director,
other than the chairman of the
board, received a non-
qualified stock option to
purchase 35,000 shares of the
Company‘s common stock,
Otello Stampacchia, Ph.D. has served as a and the chairman received a
member of our board of directors since non-qualified stock option to
the merger in May 2006 and as an purchase 70,000 shares of the
Adviser to Omega Fund since 2005. The Company‘s common stock on
Omega Fund acquires ownership interests the merger closing date.
in public and private biopharmaceutical Directors who join the board
and device companies, focusing on after the merger also receive a
Western Europe and the USA. Dr. non-qualified stock option to
Stampacchia has been involved in various purchase 35,000 shares of
advisory activities in biotechnology since Company common stock on
2001. Previously, Dr. Stampacchia was a the date of initial
member of the health care Corporate appointment.
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).
Phillip M. Schneider served as a member
of CancerVax‘s board of directors from
September 2003 to May 2006 and has
continued as a director of the Company
following the merger. Mr. Schneider is
also chairman of the Company‘s audit
committee. Mr. Schneider is the former
Chief Financial Officer of IDEC
Pharmaceuticals Corporation. During his
15-year tenure at IDEC, which ended in
October 2002, he served as Senior Vice
President and Chief Financial Officer and
played an integral role in the company‘s
growth. Prior to his association with
IDEC, Mr. Schneider held various
management positions at Syntex
Pharmaceuticals Corporation and was
previously with KPMG, LLP. Mr.
Schneider has served as a director and
chairman of the audit committee of Gen-
Probe Incorporated since November 2002
and serves as a member of the board of
directors and chairman of the audit
committee for Targegen, Inc., a privately
held biotechnology company. Mr.
Schneider holds an M.B.A. from the
University of Southern California and a
B.S. in biochemistry from the University
of California at Davis.
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 of IP and Licensing from 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 International
Medical Director from 1986 to 1989 and
as
International Marketing Director 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 breast
cancer. From 1985 to 1995, Dr. Carter
served as a member of the U.K.
Government‘s Medicines Commission.
From 1976 to 1984, Dr. Carter held
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, Inc., and which was
acquired by 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
President and General Manager with BBL
Microbiology Systems, a division of
Becton, Dickinson & Co. From March
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 August 2001
until May 2004, Mr. 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.
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 responsible for global
marketing of 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 marketing, sales and business
development with Boehringer Mannheim
Biochemicals, Kaneka and Röhm between
August 1985 and December 1995. Dr.
Barclay A. Phillips, Dr. James Clayburn La Force, Jr., Mr. Phillip M. Schneider (Chair)
iman, Dr. Michael G. Carter, Dr. Otello Stampacchia, Dr. James Clayburn La Force, Jr., Dr. Ivor Royston, Mr. Jerry C. Benjamin (Chair)
min, Dr. Michael G. Carter, Mr. Robert E. Kiss, Dr. Gail S. Schoettler, Mr. Barclay A. Phillips (Chair)
Source
2007 Proxy
Mr. Jerry C. Benjamin (Chair)
Number of
Public or No. of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
66/ Director since 1998/
Public 10 1 James T. Brady
Expires end of year
61/ Director since 1998/
Francis A. Contino
Expires end of year
60/ Director since 2001/
J. Michael Fitzpatrick
Expires end of year
65/ Director since 2007/
George A. Roche
Expires end of year
50/ Director since 2007/
Michael D. Mangan
Expires end of year
Freeman A. Hrabowski, 56/ Director since 1997/
III Expires end of year
60/ Director since 1994/
Robert J. Lawless
Expires end of year
49/ Director since 2003/
Margaret M. V. Preston
Expires end of year
64/ Director since 1998/
William E. Stevens
Expires end of year
50/ Director since 2005/
John P. Bilbrey
Expires end of year
During fiscal 2006, membership on the Audit Committee consisted of Mr. Brady, who served as Chairman, Ms. Pres
During fiscal 2006, membership on the Compensation Committee consisted of Mr. Beracha, who served as Chairm
During fiscal 2006, membership of the Nominating Committee consisted of Dr. Hrabowski, who served as Chairman
McCormick & Co., Inc. 18
Loveton Circle Sparks,
MD 21152 410-771-
7301 www.mccormick.com
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
Fees paid to each director who
is not an employee of
Managing Director, Mid-Atlantic
McCormick consists of an
Ballantrae International, Ltd. Stephanie Ambrose/
annual retainer of $45,000 and 410-277-2857
Ijamsville, Maryland Ellen Fish
a meeting fee of $1,500 for
International management consultants.
each Board meeting attended.
Directors who serve on Board
Executive Vice President Committees, but who are not
Strategic Planning and chairs of a Committee, also
Chief Financial Officer receive $1,200 for each
McCormick & Company, Inc. Committee meeting they
President & Chief Operating Officer attend and an additional
Rohm & Haas Company annual retainer of $2,500.
Philadelphia, Pennsylvania Directors who serve as
Paint & coatings, electronics, household Committee Chairs receive
products, personal care products, grocery $1,500 for each Committee
items. meeting attended and an
additional annual retainer of
Retired executive (January 2007); $10,000. Under the Directors‘
Chairman and President, T. Rowe Price Non-Qualified Stock Option
Group, Inc. (1997 to 2006) Plan, non-employee directors
Senior Vice President, Chief Financial are granted options each year
Officer, The Black & Decker Corporation for 2,500 shares of Common
(2000 to present) Stock and 2,500 shares of
President Common Stock Non-Voting.
University of Maryland Baltimore County In addition, each non-
Baltimore, Maryland. mployee director is awarded
2,000 restricted stock units on
Chairman of the Board, President and an annual basis under
CEO McCormick & Company, Inc. McCormick‘s Long-term
Incentive Plan. The restricted
Executive Vice President
stock units vest if the Director
Mercantile Private Wealth Management
serves on McCormick‘s Board
Mercantile Safe Deposit & Trust
for approximately one year
Company
from the date of grant.
Baltimore, Maryland.
Directors who are employees
Chairman, BBI Group
St. Louis, 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
Chief Executive Officer, Group 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)
onsisted of Mr. Brady, who served as Chairman, Ms. Preston and Dr. Fitzpatrick. On January 1, 2007, Mr. Mangan succeeded Ms. Preston
mmittee consisted of Mr. Beracha, who served as Chairman, Mr. Stevens and Mr. Bilbrey. On January 1, 2007, Mr. Stevens succeeded Mr.
ittee consisted of Dr. Hrabowski, who served as Chairman, and Dr. Fitzpatrick. On January 1, 2007, Ms. Preston joined the Committee as a
Source
2007 Proxy
Mangan succeeded Ms. Preston as a member of the Committee.
2007, Mr. Stevens succeeded Mr. Beracha as Chairman of the Committee.
reston joined the Committee as a member.
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
64/Director since
Public 10 1 Charles C. Baum
1996/Expires 2008
63/Director since
Richard O. Berndt
1996/Expires in 2009
65/Director since
Eddie C. Brown
2003/Expires in 2007
44/Director since
Michael L. Falcone
2005/Expires in 2009
67/Director since
Robert S. Hillman
1996/Expires in 2009
67/Director since
Mark K. Joseph
1996/Expires in 2008
Douglas A. 64/Director since
McGregor 1999/Expires in 2007
64/Director since 2004/
Arthur S. Mehlman
Expires 2008
61/Director since
Fred N. Pratt, Jr.
2003/Expires in 2007
60/ Director since 2005/
Barbara B. Lucas
Expires 2009
The members of our Audit Committee are Messrs. Pratt (acting chairman), Baum, Brown, Hillman and M
We have a Compensation Committee of the Board of Directors, consisting of Messrs. Hillman (Chair), B
The members of our Governance Committee are Messrs. McGregor (Chair), Baum and Hillman.
Municipal Mortgage and Equity
621 E. Pratt St.
Baltimore, MD 21202
887-461-4895
http://www.munimae.com/index.html
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
He has been CFO of United Holdings Co.,
Inc. and its predecessors since 1973; United
Holdings was involved in the metal
business until 1990 when it shifted its focus
to become a firm which primarily invests in Directors who are officers of Stephanie Ambrose/
real estate and securities. He is also a the Company do not receive 410-277-2857
Ellen Fish
member of the Board of Directors of any fees for their services as
Gabelli Group Capital Partners (an directors. Effective in the
investment advisor) and Shapiro Robinson second quarter of 2004, each
& Associates (a firm which represents non-management director
professional athletes). received an annual retainer of
He has been the managing partner of the $25,000 plus a fee of $1,000
law firm of Gallagher, Evelius & Jones for attendance at each Board
located in Baltimore, Maryland since 1976; and committee meeting. Prior
Gallagher, Evelius & Jones provides to this change, the annual
corporate and real estate related legal retainer was $16,000. In
services to MuniMae. He has extensive addition, Committee members
experience in corporate and real estate law; received an annual retainer of
he serves on the Boards of Mercantile $2,500 and Committee chairs
Bankshares Corporation. received an additional retainer
of $5,000. Directors are given
He is founder, President and a member of
the option of having the
the board of directors of Brown Capital
Company pay these fees in
Management, Inc., an investment
cash or deferred shares. From
management firm, which manages money
time to time, the Board of
for institutions and wealthy individuals; he
Directors may change this
has served in this capacity since July 1983.
compensation.
He also serves on the Boards of the
Mercantile Bankshares Corporation,
Greater Baltimore Committee, East
Baltimore Development Inc. and is co-
chairman of Reason to Believe.
Prior to his appointment as CEO and
President, he served as COO and President
since 1997; he is responsible for the
operations of the Company, focusing on
strategic planning, risk management, and
business development, as well as the
management of the day-to-day activities of
the Company. He led the team which
created MuniMae through the restructuring
of its predecessor, the SCA Tax Exempt
Fund. Prior to his involvement with
MuniMae, he served as Senior Vice
President and Partner at The Shelter Group,
a Baltimore based real estate development
and property management firm where he
began his career in 1983. He serves on the
Boards of the Baltimore Development
Corporation, The Greater Baltimore
Alliance, and the McDonogh School.
He has been a director and President of H
& V Publishing, Inc. since 1998; prior to
position at H& V Publishing, Inc., he was a
member of the law firm of Whiteford,
Taylor and Preston, LLP., which has offices
in Baltimore, Maryland and Washington,
D.C., since 1986; formerly the Executive
Partner of the 135-attorney firm, Mr.
Hillman has extensive experience in
municipal finance, real estate, labor and
employment law. He is also Chairman
Emeritus of the Babe Ruth Museum and
trustee of the Enoch Pratt Free Library.
Prior to January 1, 2005, he also served as
its CEO; he is the founding Chairman of the
Board of The Shelter Group, a real estate
development and property management
company. He currently serves on the
Boards of the Greater Baltimore
Committee, Provident Bankshares
Corporation, the Shelter Foundation, and
the National Multi Housing Council.
In October 2002, he retired as Vice
Chairman and COO for The Rouse
Company, a position held since 1998; he
had been with The Rouse Company since
1972; from 1973 to 1974, he was a Senior
Development Director, and, in 1975, he
became Director of Land Development. In
July 1978,he was named Senior Vice
President of The Rouse Company and
General Manager of Columbia and,
subsequently, became Director of the Office
and Community Development division of
the Company. He assumed responsibility
for all development activities of the
Company in 1990 and, in 1993, was named
Executive Vice President, Development and
Operations. He is a trustee of the Garrison
Forest School.
Prior to his retirement in 2002, he served as
a Partner at KPMG LLP in charge of
KPMG's audit practice for the
Baltimore/Washington region, and before
that, managing partner of its Baltimore
office. While at KPMG, he worked on a
broad range of public company audit and
compliance issues, and participated as
client service or audit engagement partner
on more than 60 offerings of debt and
equity securities in the U.S. and Europe. He
also serves on the Boards of the Legg
Mason Family of Funds and The Royce
Funds.
He co-founded Boston Financial, a leading
real estate investment manager, operator
and service provider that managed $5.8
billion in real estate investments when
acquired by Lend Lease in 1999. He served
Lend Lease as Principal in charge of
Specialized Business, President & COO
and Chief Executive Officer of Lend Lease
Real Estate Investments (U.S.) through
February 2003.
Ms. Lucas was formerly Senior Vice
President—Public Affairs and Corporate
Secretary of The Black & Decker
Corporation, a manufacturer and marketer
of power tools and accessories, hardware
and home improvement products, and
technology- based fastening systems, and
served on Black & Decker‘s Management
Committee until May 2006. Ms. Lucas was
elected Senior Vice President of Black &
Decker in December 1996 after having
served as Vice President - Public Affairs
since beginning her career with Black &
Decker in July 1985. She has been
Corporate Secretary and head of Public
Affairs since joining the company. Ms.
Lucas is a director of Provident Bankshares
Corporation (―Provident‖), a commercial
bank holding company, where she chairs
the Compensation Committee. Ms. Lucas is
a member of the American Society of
Corporate Secretaries, where she formerly
served as president of the Mid-Atlantic
Regional Chapter and as a national director.
e Messrs. Pratt (acting chairman), Baum, Brown, Hillman and Mehlman.
the Board of Directors, consisting of Messrs. Hillman (Chair), Baum and McGregor and Ms. Lucas.
ittee are Messrs. McGregor (Chair), Baum and Hillman.
Source
2006 Proxy
Number of
Public or No. of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
Michael A. McManus, 64/ Director since 1998/
Public 7 0
Jr. Expires 2010
Thomas P. Monath, 66/ Director since 2006/
M.D. Expires 2010
54/ Director since 2007/
John Lambert
Expires 2008
42/ Director since 2005/
Rahul Singhvi
Expires 2008
49/ Director aince 2998/
Gary C. Evans
Expires 2009
80/ Director since 1991/
John O. Marsh, Jr.
Expires 2009
James B. Tananbaum, 44/ Director since 2006/
M.D. Expires 2009
The Compensation Committee of the Board of Directors consists of directors — Mr. Marsh (Chairman), Dr. Monath
The Audit Committee currently consists of Messrs. McManus (Chairman), Evans and Marsh
The Nominating and Corporate Governance Committee (the “Governance Committee”) consists of Messrs. Evans (
NOVAVAX, INC.
9920 Belward Campus Drive
Rockville, Maryland 20850
http://www.novavax.com/
(240) 268-2000
N2K Contact
Business Background Information Board Compensation N2K Contact Name Source
Number
Mr. Lambert receives an
annual retainer of $30,000
as compensation for his
services as a director and
as Chairman of the Board
and does not receive
additional compensation
for attending board and
committee meetings. Each
President, Chief Executive Officer independent director not
and Director of Misonix, Inc., a employed by Novavax and
medical, scientific and industrial not serving on a
provider of ultrasonic and air committee receives an
pollution systems, since 1998. annual retainer of
President and Chief Executive Officer $10,000; the chairs of the
Stephanie Ambrose/
of N.Y. Bancorp from 1990 to 1998. Audit, Compensation, 410-277-2857 2007 Proxy
Ellen Fish
Assistant to the President of the Nominating & Corporate
United States from 1982 to 1985. Governance and
Currently a director of LQ Government Relations
Corporation, Inc., American Home Committees receive
Mortgage Holdings, Inc. and A. annual retainers of
Schulman Inc. $20,000, $15,000,
$15,000 and $20,000,
respectively; and non-
employee directors serving
on one or more
committees receive an
annual retainer of
$12,000. Annual retainers
are paid quarterly. Each
independent non-employee
director also receives
Partner, Kleiner Perkins Caufield &
Byers. Chief Scientific Officer and
Executive Director, Acambis Inc.,
2003 to 2006. Vice President,
Research & Medical Affairs,
Acambis Inc. 1992 to 2003. Director,
Sanaria Inc. 2005 to 2006. Medical
Advisory Board, Symphogen A/S
2005 to 2006. Scientific Advisory
Board, Transform Pharmaceuticals,
2005 to present, IAVI 2007 to
present. Consultant to Acambis Inc.,
specifically for smallpox vaccine
2006 to 2007. Currently a director of
two private life science companies —
Juvaris BioTherapeutics and
Xcellerex, Inc.
Chairman of the Board of Directors
of Novavax since March 2007.
Independent consultant with JG
Solutions Limited since
2005. President, Chiron Vaccines, a
biopharmaceutical company, from
2001 to 2005. Currently the Vice
President of the Conseil
d‘Administration of Farmaprojects
S.A. (Spain), Non-Executive
Chairman of Cambridge Biostability
Ltd. (U.K.) and a non-executive
board member of Acambis plc.
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 Development and
Manufacturing 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 2005. Chairman,
President and 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 Directors
from July 1996 to 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, from
1993 to 1997. Senior 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.
s consists of directors — Mr. Marsh (Chairman), Dr. Monath and Dr. Tananbaum. Dr. O’Donnell and Mr. Lazarus
Manus (Chairman), Evans and Marsh
(the “Governance Committee”) consists of Messrs. Evans (Chairman), Marsh and McManus, Dr. Monath and Dr. Tananbaum
d Dr. 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 of
Names of N2K Contact Last
or of Female Age/Term/Expiration Business Background Information Board Compensation N2K Contact Name
Trustees Number Updated
Private Trustees Trustees
He is the founder and Managing Partner
of The Shidler Group; he is a nationally
acknowledged expert in real estate,
investment and finance, and has over 35 Annual trustee fee is $25,000,
years of experience in real estate the audit chairman receives
investment and has acquired and managed $9,000, the compensation and
properties involving several billion investment chairman receive
dollars in aggregate value; since 1970, he $6,000, the nominating and
has been directly involved in the corporate governance chairman
60/Trustee since Stephanie Ambrose/
Public 9 0 Jay Shidler acquisition and management of over receives $4,000, the investment 410-277-2857 2007 Proxy
1997/Expires in 2007 Ellen Fish
1,000 properties in 40 states and Canada; committee chairman receives
he is a founder and Chairman of the $7,500, and for every board/
Board of Directors of First Industrial committee meeting attended they
Realty Trust, Inc; since March 2002, he receive $1,000. Annual grants of
has served as a Director of Primus options to purchase 5,000
Guaranty, Ltd., a Bermuda holding common shares also available.
company of which 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 supervised the
Clay W. 62/Trustee since
acquisition, management and leasing of
Hamlin, III 1997/Expires in 2007
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 &
57/Trustee since Services and Constellation Energy
Thomas F. Brady
2002/Expires in 2009 Source, as well as certain non-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
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
55/Trustee since subsidiaries of CEG; in these roles, he
Steven D. Kesler
1998/Expires in 2009 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
Douglas M. 47/ Director since 2007/ estate investment and development
Firstenberg Expires 2010 experience, including 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
Kenneth S. 75/Trustee since Company, serving as Executive Vice
Sweet, Jr. 1997/Expires in 2009 President and Chief 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
Kenneth D. 66/ Director since 1990/ and 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, a St. Louis based real estate
Randall M. 62/ Director since 2005/
development, management and
Griffin Expires 2007
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 its New York
74/ Director since 1999/
Robert L. Denton office. From 1991 to 1994, Mr. Denton
Expires 2007
was a Managing Director with Providence
Capital, Inc., an investment-banking firm
that he co-founded.
Audit Committee: Kenneth D. Wethe, Chairman, Robert L. Denton, and Steven D. Kesler.
Nominating/Corporate Governance Committee: Jay H. Shidler, Robert L. Denton, Kenneth S. Sweet, Jr.
Investment Committee: Jay H. Shidler, Clay W. Hamlin, III, Steven D. Kesler, Kenneth S. Sweet, Jr., Kenneth D. Wethe, Douglas M. Firstenberg
Compensation Committee: Thomas F. Brady and Kenneth S. Sweet Jr., Douglas M. Firstenberg
OMEGA HEALTHCARE
INVESTORS, INC.
9690 Deereco Road, Suite 100
Timonium, Maryland 21093
www.omegahealthcare.com
(410) 427-1700
Number of
Public or Number of N2K Contact
Female Names of Directors Age/Term/Expiration Background Information Board Compensation N2K Contact Name
Private Directors Number
Directors
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 For the year ended December
owner, developer and manager of 31, 2006, our standard
multifamily housing in Grand Rapids, compensation arrangement for
Michigan. He is also a principal owner of our Board of Directors
77/ Director since 1992/ Stephanie Ambrose/ Ellen
Public 6 0 Thomas F. Franke Laurel Healthcare (a private healthcare provided that each non- 410-277-2857
Expires 2009 Fish
firm operating in the United States) and employee director would
is a principal owner of Abacus Hotels receive a cash payment equal to
LTD. (a private hotel firm in the United $20,000 per year, payable in
Kingdom). Mr. Franke was a founder and quarterly installments of
previously a director of Principal $5,000. Each non-employee
Healthcare Finance Limited and Omega director also is entitled to
Worldwide, Inc. 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 quarterly cash
payment of director‘s fees may
be paid in shares of common
stock. In addition, each non-
employee director is entitled to
receive fees equal to $1,500 per
meeting for attendance at each
regularly scheduled meeting of
the Board of Directors. For
receive a cash 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
Mr. Korman is Chairman of the Board
shares of common stock equal
and has served in this capacity since
to the number of shares
March 8, 2004. He has served as a
determined by dividing the sum
director since October 19, 1993. Mr.
of $5,000 by the fair market
Korman has been Chairman of the Board
value of the common stock on
of Trustees of Philadelphia Health Care
the date of each quarterly grant,
Trust, a private healthcare foundation,
currently set at February 15,
since December 1995. He was formerly
May 15, August 15, and
75/ Director since 1993/ President, Chief Executive Officer and
Bernard J. Korman November 15. At the director‘s
Expires 2009 Director of MEDIQ Incorporated
option, the quarterly cash
(OTC:MDDQP) (health care services)
payment of director‘s fees may
from 1977 to 1995. Mr. Korman is also a
be paid in shares of common
director of the following public
stock. In addition, each non-
companies: The New America High
employee director is entitled to
Income Fund, Inc. (NYSE:HYB)
receive fees equal to $1,500 per
(financial services), Medical Nutrition
meeting for attendance at each
USA, Inc. (OTC: MDNU.OB), and
regularly scheduled meeting of
NutraMax Products, Inc. (OTC:NUTP)
the Board of Directors. For
(consumer health care products). Mr.
each teleconference or called
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
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.
stock. In addition, each non-
employee director is entitled to
receive fees equal to $1,500 per
meeting for attendance at each
regularly scheduled meeting of
the Board of Directors. For
each teleconference or called
Mr. Kloosterman is a Director and has special meeting of the Board of
served in this capacity since September 1, Directors, each non-employee
1992. Mr. Kloosterman has served as director received $1,500 for
President since 1985 of Cambridge meeting. In 2006, the Chairman
Partners, Inc., a company he formed in of the Board received an annual
1985. He has been involved in the payment of $25,000 for being
development and management of Chairman and each Committee
commercial, apartment and condominium Chair received an annual
65/ Director since 1992/ projects in Grand Rapids and Ann Arbor, payment of $5,000. In addition,
Harold J. Kloosterman
Expires 2008 Michigan and in the Chicago area. Mr. we reimbursed the directors for
Kloosterman was formerly a Managing travel expenses incurred in
Director of Omega Capital from 1986 to connection with their duties as
1992. Mr. Kloosterman has been directors. Employee directors
involved in the acquisition, development received no compensation for
and management of commercial and service as directors.
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
45/ Director since 2002/ Services, Inc., a public company
C. Taylor Pickett specializing in post-acute healthcare
Expires 2008
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 provider of
62/ Director since 1995/
Edward Lowenthal real estate market information and
Expires 2010
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
47/ Director since 2000/ investment trust (―REIT‖) and investment
Stephen D. Plavin
Expires 2010 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 , Harold J. Kloosterman (Chair), 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
Last
Updated/
Source
2007 Proxy
Report
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
61/ Director since 1993/
Public 12 2 Charles A. Bongar, Jr.
Expires 2006
58/ Director since 1993/
Nancy L. Gasparovic
Expires 2006
64/ Director since 2002/
Frank Lucente, Jr.
Expires 2006
51/ Director since January
Suhas R. Shah, CPA
2006/ Expires 2008
51/ Director since 1994/
James W. Cornelsen
Expires 2007
57/ Director since 1992/
Daniel W. Deming
Expires 2007
69/ Director since 1988/
James F. Dent
Expires 2007
57/ Director since 1992/
John D. Mitchell, Jr.
Expires 2007
62/ Director since 2007/
John M. Suit, II
Expires 2009
64/ Director since 1988/
Craig E. Clark
Expires 2008
50/ Director since 1994/
Gail D. Manuel
Expires 2008
42/ Director since 2004/
Gregory S. Proctor Jr.
Expires 2008
Old Line Bancshares, Inc.‘s Audit Committee members are Craig E. Clark, Daniel W. Deming, John M
Old Line Bancshares Inc.‘s Nominating Committee members are Nancy L. Gasparovic, Craig E. Clark
Old Line Bancshares, Inc.‘s Compensation Committee members are Charles A. Bongar, Craig E. Clar
OLD LINE BANCSHARES, INC.
2995 Crain Highway
Waldorf, Maryland 20601
www.onlinebank.com (301) 430-
2500
N2K Contact
Background Information Board Compensation N2K Contact Name
Number
For 2006, each non-employee
Charles A. Bongar, Jr. is a lawyer with
Director of Old Line Bank,
the firm of Andrews, Bongar, Starkey &
other than the Chairman of the
Claggett, P.A. The firm has an office in
Board and the Vice Chairman
Waldorf, Maryland. He has practiced law Stephanie Ambrose/ Ellen
of the Board, received $400 for 410-277-2857
since 1972 and specializes in real estate Fish
each attended meeting of the
transactions, estate probate, and personal
Board of Directors, and $200
injury cases. Mr. Bongar resides in
for each attended meeting of
LaPlata, Maryland. He
the asset & liability committee,
Nancy L. Gasparovic is owner and the loan/loan review
operator of Title Professionals, Ltd., a committee, the real estate
real estate settlement company in committee and the nominating
LaPlata, Maryland. Ms. Gasparovic committee. Each non-employee
resides in Issue, Maryland. Director of Old Line Bank,
other than the Chairman of the
Frank Lucente, Jr. is Chairman of Board and the Vice Chairman
Chesapeake Custom Homes, a Suburban of the Board, also received
Maryland residential home builder and $300 for each attended meeting
developer, and President of Lucente of the Compensation
Enterprises, a land development holding Committee and the audit
company. Mr. Lucente resides in committee. Each non-employee
Tequesta, Florida. He has been a member Director of Old Line Bank,
of the Board of Directors of Old Line other than the Chairman of the
Bank since 2002. In December 2003, the Board and the Vice Chairman
Board of Directors voted unanimously to of the Board, also received a
appoint Mr. Lucente to the newly $250 quarterly retainer. During
established position of Vice Chairman of 2006, the Chairman of the
the Board of Directors of Old Line Bank. Board received an annual
Mr. Lucente also serves in that position compensation of $30,000 and
for Old Line Bancshares, Inc. the Vice Chairman received an
annual compensation of
Suhas R. Shah, CPA, is a principal and
member of Source One Business
Services, LLC, and has served in that
capacity since 1986 and is a principal and
shareholder of Regan, Russell, Schickner
& Shah, P.A. and has served in that
capacity since 1986. Source One
Business Services, LLC is located in
Ellicott City, Maryland. The company
provides cash flow and budgeting
analysis; computer consulting; tax
planning and 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 Marriottsville,Maryland.
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 commercial
banking experience. 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 Company, in West
Virginia and is a 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 resides in
LaPlata, Maryland. Mr. 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, Maryland. Mr.
Mitchell resides in 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 the Board of
Farmers Bank of Maryland. Mr. Suit also
served as President, CEO and Director of
Farmers National Bancorp and Farmers
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 Directors of Old Line Bank
since 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 Commerce and past
President of 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 consulting firm, which he
established 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.
mmittee members are Craig E. Clark, Daniel W. Deming, John M. Suit, II, John D. Mitchell, Jr. and Suhas R. Shah.
g Committee members are Nancy L. Gasparovic, Craig E. Clark and Gregory S. Proctor, Jr.
tion Committee members are Charles A. Bongar, Craig E. Clark, James F. Dent and Gail D. Manuel.
Last
Updated/
Source
2007 Proxy
Report
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
43/Director since
Public 5 0 Marc A. Cohen
1986/Expires in 2006
65/Director since
William F. Stasior
1998/Expires in 2006
52/Director since
Ronald W. Kaiser
2003/Expires in 2007
39/Director since
Alain J. Cohen
1986/Expires in 2008
Dr. Steven G.
Finn
60/Director since
1998/Expires in 2008
Audit Committee: Dr. Finn and Messrs. Kaiser and Stasior
Compensation Committee: Dr. Finn and Mr. Stasior
Governance and Nominations Committee: Dr. Finn and Messrs. Kaiser and Stasior
OPNET Technologies
7255 Woodmont Avenue, Bethesda, MD
20814 www.opnet.com
(240)497-3000
Business Background Information Board Compensation N2K Contact Name
Marc A. Cohen, one of the Company‘s founders, On April 27, 2006, the Company
is 43 years old and has served as the Chairman increased the annual retainer for
of the Board since the Company‘s inception in independent directors who are
1986 and as the Company‘s Chief Executive serving on the board to $20,000.
Officer since 1994. From 1986 to 1992, Mr. The Company‘s non-employee
Cohen was also a consultant with Booz Allen directors receive automatic annual
Hamilton Inc. (―Booz Allen‖), an international grants of stock options pursuant to
management and consulting company. Mr. the Company‘s 2000 Director
Nancy Sloane
Cohen received a bachelor‘s degree in Stock Option Plan.
engineering science from Harvard University
and a master‘s degree in electrical engineering
from Stanford University. Mr. Cohen also serves
as a Trustee and as a member of the Board of
Directors of the Dana-Farber Cancer Institute in
Boston, Massachusetts.
William F. Stasior is 65 years old and has served
as a member of the Board of Directors since
March 1998. Since October 1999, he has served
as senior chairman of Booz Allen. From 1991 to
1999, he served as Chairman and Chief
Executive Officer of Booz Allen. Mr. Stasior
currently serves on the Board of Directors of
SkyTerra Communications, Inc., a
telecommunications service provider.
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. (―OTG‖) from June 1998 until the
sale of 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 Board of Directors since the
Company‘s inception in 1986. Mr. Cohen
received a 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 been a principal
research scientist and lecturer at M.I.T. since
1991. Dr. Finn has also served as a consultant
with Matrix Partners, a venture capital firm,
since 1991.
and Messrs. Kaiser and Stasior
: Dr. Finn and Mr. Stasior
ons Committee: Dr. Finn and Messrs. Kaiser and Stasior
N2K Contact Last
Number Updated
443-524-8128 2007 Proxy
OPTELECOM, INC. 12920
Cloverleaf Center Drive
Germantown, Maryland, 20874
www.optelecom.com (301) 444-
2200
Number of Last
Public or Number of Names of N2K Contact
Female Age/Term/Expiration Business Background Information Board Compensation N2K Contact Name Updated/
Private Directors Directors Number
Directors Source
Under the 2006 Directors
Chief Financial Officer of the Compensation Plan:
Company from September 25, 2002 to • Non-employee directors received a
present; Controller of the Company cash payment of $1,000 and stock
options to acquire 1,000 shares of
from June 2001 to September 25, common
James 50/ Director since 2001/ 2002; Director of Financial Planning stock at an exercise price equal to the Stephanie Ambrose/
Public 7 0 410-277-2857 2007 Proxy
Armstrong Expires 2006 and Analysis of Kinkos.com from closing market price on the date of Ellen Fish
August 1999 through January 2001; grant for each Board or Committee
meeting
Chief Financial Officer of PC Data,
attended either in person or by
Inc. from April 1998 through August telephone. • Members of the
1999. Compensation and Audit Committees
received 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 received a
$2,500 quarterly retainer. • Non-
employee directors were granted 1,000
shares of restricted stock (non-
transferable for a period of two years
after grant) on the date of the annual
meeting of stockholders and also
received cash payments equal to the
tax amounts due on these grants. • Non-
employee directors receive a quarterly
retainer of $3,000 and a 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,
stock at an exercise price equal to the
closing market price on the date of
grant for each Board or Committee
meeting
attended either in person or by
telephone. • Members of the
Compensation and Audit Committees
received a cash payment of $750 for
each Committee meeting attended in
Assistant Vice President, Business person or by telephone, provided that
Banking, Fifth Third Bank from there is no such payment if the
September 2004 to present; Committee meeting is held in
conjunction with a Board meeting. •
Management Consultant in corporate
The Chairmen of the Compensation
finance and strategic business and Audit Committees received a
development from June 2004 to $2,500 quarterly retainer. • Non-
September 2004; Vice President of employee directors were granted 1,000
Spire Corporation from August 2003 shares of restricted stock (non-
transferable for a period of two years
David R. 55/ Director since 2000/ to May 2004; Management Consultant
after grant) on the date of the annual
Lipinski Expires 2007 in corporate finance and strategic meeting of stockholders and also
business development from October received cash payments equal to the
2002 to August 2003; Vice President tax amounts due on these grants. • Non-
for Corporate Development of Stratos employee directors receive a quarterly
retainer of $3,000 and a cash payment
Lightwave from June 2000 to October of $1,000 for each Board or
2002; Executive Director for Committee meeting attended either in
Corporate Development of Methode person or by telephone. • Members of
Electronics, Inc. from April 1996 to the Compensation and Audit
Committees receive a cash payment of
June 2000.
$750 for each Committee meeting
attended in person or by telephone,
President and CEO of the Company
since December 14, 2001; Executive
Vice President of Operations of the
Company from October 2000 to
Edmund D. 66/ Director since 1980/ December 14, 2001; Chief Executive
Ludwig Expires 2007 Officer of the Company from May
2000 to October 2000; President and
Chief Executive Officer of the
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;
47/ Director since 1999/ Vice President of Branch Banking
Carl Rubbo, Jr.
Expires 2008 &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
51/ Director since 2004/ General Manager of DynCorp
Robert Urso
Expires 2006 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.;
Walter R. 65/ Director since 2004/ Executive Vice President of Chevy
Fatzinger, Jr. Expires 2008 Chase Bank, F.S.B. from 1999 to
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
Thomas W.M. 44/ Director since 2005/ 28, 2005 to
Overwijn Expires 2006 present. Managing Director of
Optelecom-NKF B.V. from March 8,
2005 to present.
General Manager of NKF Electronics
from January 1, 1998 to March 8,
2005
Current members of the Compensation Committee are Robert F. Urso, Carl J. Rubbo, Jr., Walter Fatzinger, Jr., and David R. Lipinski, who is the chairman.
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.
OPTELECOM, INC. 12920
Cloverleaf Center Drive
Germantown, Maryland,
20874 www.optelecom.com
(301) 444-2200
Number of
Public or Number of Names of Business Background
Female Age/Term/Expiration
Private Directors Directors Information
Directors
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
been the primary source of
financing for Osiris. Mr. Friedli is
also President of New Venturetec
Ltd., a Swiss publicly traded
investment company. Mr. Friedli
52/ Director since 1996/
Public 5 0 Peter Friedli has extensive experience as an
Expires 2009
independent investment manager in
venture capital and has specialized
in investments domiciled in the
United States in the areas of
biotechnology and technology.
Prior thereto, he worked in the
field of international management
consulting for service and
industrial companies in Europe and
the United States. Mr. Friedli is a
director of E-centives, Inc., a
publicly traded provider of
interactive database marketing
technologies and services. He also
serves as a director in certain
private companies.
Dr. Mills has also been a member
of our Board since July 2004. Prior
to joining Osiris, Dr. Mills was an
executive officer of Regeneration
Technologies, Inc. (―RTI‖)
(NASDAQ—RTIX). Dr. Mills
served in several leadership
positions at RTI from its formation
in 1998 until 2004, including Vice
President of Business
35/ Director since 2004/
C. Randal Mills Development and Vice President
Expires 2008
of Operations and R&D. Prior to
RTI, Dr. Mills 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
Felix Gutzwiller, 58/ Director since 2003/ University of Basel in 1974 and
M.D., Dr.P.H. Expires 2008 did his post-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
53/ Director since 2006/ the accounting firm of KPMG LLP
Jay M. Moyes
Expires 2008 from 1979 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
53/ Director since 2006/ positions with Deutsche Bank
Gregory H. Barnhill
Expires 2008 Securities, 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. Barnh
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 ado
Last
N2K Contact
Board Compensation N2K Contact Name Updated/
Number
Source
All directors are reimbursed for
their out-of pocket expenses
incurred in attending meetings.
Each director who is not an
employee is eligible to receive
compensation from us for his
or her services as a member of
our Board or any of its
standing committees. In
determining compensation for
directors, the decision is
generally guided by three
goals: compensation should
fairly pay the directors for
work required of directors of a
company of our size and scope; Stephanie Ambrose/
compensation should align
410-277-2857 2007 Proxy
Ellen Fish
directors‘ interests with the
long-term interests of
stockholders; and the structure
of the compensation should be
simple, transparent and easy
for stockholders to understand.
Consistent with this, in 2006,
prior to the completion of our
initial public offering, our non-
employee directors received a
retainer of 2,500 shares of our
common stock plus an
additional amount of common
stock up to 2,500 shares based
on active Board participation.
Dr. Gutzwiller and Mr. Barnhill.
Chairman) and Mr. Barnhill.
r Board on July 19, 2006 adopted Corporate Governance Principles which provide for the nomination of persons to serve on our Board upon
rsons 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 of
Public or Number of Names of
Female Age/Term/Expiration Business Background Information
Private Directors Directors
Directors
He is an attorney engaged in the private
practice of law; formerly, he served as
President of Bilal Consulting;
previously, he was the owner and
Managing Executive of the Bilal
64/Director since 1992/
Public 19 3 Melvin A. Bilal Group, Inc., a provider of long and
Expires 2010
short term staffing needs. Prior to
holding this position, he was President
and founder of Security America
Services, Inc., a security consulting
firm. Compensation Committee.
61/Director since 1997/ He is a partner in the law firm of
Ward B. Coe, III
Expires 2010 Whiteford, Taylor & Preston, LLP.
He is President of Lord Baltimore
Capital Corp., formerly ATAPCO
Capital Management Group. Prior to
Frederick W. Meir, 64/Director since 1997/ being elected to this position in 1996,
Jr. Expires 2010 he was an Executive Vice President of
First Maryland Bancorp and First
National Bank of Maryland. Audit
Committee.
James G. Davis, Jr. is the President and
49/ Director since 2006/
James G. Davis, Jr. Chief Executive Officer of the James G.
Expires 2010
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
William J. Crowley, 61/Director since 2003/ on the Boards of Directors of
Jr. Expires 2010 Foundation Coal Holdings, Inc. and
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,
58/Director since 2004/ EarthData 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 Group,
60/Director since 1998/ a full-service residential development
Thomas Bozzuto
Expires 2008 company located in Greenbelt,
Maryland.
She is Senior Vice President and
61/Director since 1996/ Corporate Secretary of The Black &
Barbara B. Lucas
Expires 2008 Decker Corporation. Chairs
Compensation Committee.
He is Executive Vice President and a
director of Riggs, Councilman,
69/Director since 1972/
Francis G. Riggs Michaels & Downes, Inc., an insurance
Expires 2008
brokerage company. Compensation
Committee.
He is the Chairman of the Board of
56/Director since 1987/ MIRCON, Inc., an environmental and
Pierce B. Dunn
Expires 2009 engineering company. Chairs Audit
Committee.
He is Chairman of the Board of
Municipal Mortgage and Equity, LLC
(Muni Mae) (NYSE, MMN), a real
68/Director since 1993/
Mark K. Joseph estate finance company. He is also the
Expires 2009
Founding Chairman of The Shelter
Group, a real estate development and
property management company.
He served as Chairman of the Board
and CEO of Provident and Provident
69/Director since 1990/ Bank from 1998 until his retirement in
Peter M. Martin
Expires 2009 April 2003. He also served as President
of Provident and Provident Bank from
1990 until January 2001.
She is the Chairperson of the Maryland
Health and Higher Educational
63/Director since 1982/
Sheila K. Riggs Facilities Authority, which issues bonds
Expires 2009
to finance health care and higher
education facilities.
He is Vice President for Medical
71/Director since 2002/
Donald E. Wilson Affairs of the University of Maryland
Expires 2009
and Dean of the School of Medicine.
Dale B. Peck heads Peck Advisory
Services, LLC in Vienna, Virginia,
providing business development and
61/ Director snce 2006/
Dale B. Peck strategic planning to high growth, well-
Expires 2010
established companies. Mr. Peck was
formerly a partner with the accounting
firm of Beers & Cutler, PLLC.
Enos K. Fry is Group Manager,
63/ Director since 1997/
Enos K. Fry Washington Metro Area, of Provident
Expires 2008
Bank.
Gary N. Geisel has been Chairman of
the Board and Chief Executive Officer
of Provident and Provident Bank since
April 2003. Before becoming
58/ Director since 2001/
Gary N. Geisel Chairman and Chief Executive Officer,
Expires 2010
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 law
49/ Director since 2005/
Pamela J. Mazza firm of Piliero, Mazza & Pargament,
Expires 2009
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.
59/ Director since 2002/
Kevin G. Byrnes Byrnes served as Senior Executive Vice
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. Me
Compensation Committee: Melvin A. Bilal, Thomas S. Bozzuto, James G. Davis, Jr., Barbara B. Luca
Corporate Governance Committee: Ward B. Coe, III, Mark K. Joseph, Peter M. Martin, Pamela J. Ma
N2K Contact
Board Compensation N2K Contact Name Source
Number
Annual Retainer $25,000.
Fee Per Board Meeting:
Regular Meeting $ 1,250.
Special Meeting $ 1,250. Fee Stephanie Ambrose/
410-277-2857 2007 Proxy
Per Committee Meeting: Ellen Fish
Committee Chairperson $
1,875. All other Committee
Members $ 1,250.
J. Logan, Frederick W. Meier, Jr., Dale B. Peck.
G. Davis, Jr., Barbara B. Lucas (Chair), Francis G. Riggs, Sheila K. Riggs
ter M. Martin, Pamela J. Mazza, Donald E. Wilson (Chair)
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
66/ Board member since
Public 9 2 Enrique R. Arzac 1983/ Until successor
elected
64/ Board member since
Phyllis O. Bonanno 2003/ Until successor
elected
83/ Board member since
Daniel E. Emerson 1982/ Until successor
elected
55/Board member since
Frederic A.
2006/ Until successor
Escherich
elected
61/Board member since
Roger W. Gale 2005/Until successor
elected
88/ Director since 1987/
Thomas H. Lenagh
Until successor elected
56/ Board member since
Kathleen T.
2003/ Until successor
McGahran
elected
60/ Director since 1989/
Douglas G. Ober
Interested Director
61/Board member since
Craig R. Smith 2005/Until successor
elected
The Audit Committee consists of Messrs. Emerson, Escherich, and Smith, and Ms. McGahran (Chair).
Messrs. Arzac, Emerson, Escherich, Gale, and Roberts (Chair) constitute the membership of the Board’s standing C
Committee.
The Corporation does not have a separate standing nominating committee.
Messrs. Arzac, Emerson, Lenagh, Ober**, and Roberts*, and Ms. Bonanno constitute the membership of the Board
PETROLEUM & RESOURCES
CORPORATION
Seven St. Paul Street
Baltimore, Maryland 21202
www.peteres.com (410) 752-5900
N2K Contact
Background Information Board Compensation N2K Contact Name
Number
Professor of Finance and Economics,
formerly, Vice Dean of Academic
Affairs of the Graduate School of During 2006, each director
Stephanie Ambrose/
Business, Columbia University. Director who is not an interested 410-277-2857
Ellen Fish
of Petroleum & Resources Corporation* person received an annual
and Credit Suisse Asset Management retainer fee of $10,000 and a
Funds (8 funds) (investment companies). fee of $750 for each Board
President & CEO of International Trade meeting attended. All
Solutions, Inc. (consultants). Formerly, members of each Committee,
President of Columbia College, except executive officers
Columbia, South Carolina, and Vice and/or interested persons,
President of Warnaco Inc. (apparel). receive an additional annual
Director of Borg-Warner Inc. retainer fee of $1,500 for each
(industrial), Mohawk Industries, Inc. committee membership and a
(carpets and flooring), and Petroleum & fee of $500 for each
Resources Corporation. Also on Board Committee meeting attended;
the Chairperson of each
Retired Executive Vice President of committee except for the
NYNEX Corporation (communications), Executive Committee receives
retired Chairman of the Board of both an additional fee of $500 for
NYNEX Information Resources Co. and each Committee meeting
NYNEX Mobile Communications Co. attended. The total amount of
Previously, Executive Vice President and fees paid to the independent
Director of New York Telephone directors in 2006 was
Company. Presently, Chairman, The $233,083. In addition,
National YMCA Fund, Inc., and Director following each annual meeting
of Petroleum & Resources Corporation. of stockholders, each
nonemployee director who is
Private Investor, formerly Managing
elected or re-elected at that
Director and head of the Mergers and
annual meeting receives 400
Acquisitions Research and Financial
restricted stock units.
Advisory Services 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
Group (energy consultants). Director of
Petroleum & Resources 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 and Chief
Investment Officer of the Ford
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 Education,
Graduate School of Business, Columbia
University. 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
the Corporation since April 1, 1991, and
President since April 1, 2003. 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 Guilford
Pharmaceuticals (pharmaceutical and
biotechnology). Director of Petroleum &
Resources Corporation, LaJolla
Pharmaceutical Company, and
Depomed, Inc. (specialty
pharmaceuticals).
ich, and Smith, and Ms. McGahran (Chair).
rts (Chair) constitute the membership of the Board’s standing Compensation
nominating committee.
ts*, and Ms. Bonanno constitute the membership of the Board’s standing Executive Committee.
Last
Updated/
Source
2007 Proxy
Report
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
53/Director since
Public 6 0 J.J. Finkelstein
2002/Expires in 2007
Allan L. Goldstein 67/Director since
1982/Expires in 2007
62/Director since
Richard J. Hindin
2002/Expires in 2007
70/Director since
Joseph C. McNay
1987/Expires in 2007
Dr. L. Thompson 74/Director since
Bowles 2006/Expires in 2007
48/Director since
Mauro Bove
2004/Expires in 2007
Audit Committee:McNay and Rosenfeld. Dr. Bowles joined the Audit Committee in 2006.
Compensation Committee: McNay, Hindin, Rosenfeld and Bove. Dr. Bowles joined the Comp
Governance and Nominations Committee:entire Board of Directors
RegeneRX Pharmaceuticals
3 Bethesda Metro Center
Suite 630
Bethesda, MD 20814
www.regenerx.com
(301) 280-1992
Business Background Information Board Compensation N2K Contact Name
Mr. Finkelstein is the Company‘s President and Non-employee directors are paid
CEO and a member of the Board of Directors. $1,250 per board meeting
He provides expertise in the creation, attended in person (or $400 if
implementation, and financing of RegeneRx‘s attended by telephone
business strategy. Mr. Finkelstein has been a conference), $500 per committee
chief executive officer and consultant in the meeting, and an annual amount of
bioscience industry for the past twenty-four $13,500. Employee directors,
years, having served as Chief Executive Officer such as Directors Goldstein and
of three biomedical companies since 1982, Finkelstein, are not paid for board
including as CEO of the Company from 1984 to service and meeting attendance.
1989 and as Vice-Chairman from 1989 to 1991.
He is experienced developing early-stage
companies, has been responsible for the Nancy Sloane
regulatory approval and marketing of a number
of medical products in the U.S. and abroad, and
has raised over $60 million in capital to finance
these ventures. He currently serves on the boards
of several bioscience firms, including the
executive committees of the Technology Council
of Maryland and MdBio, Inc., whose missions
are to support bioscience development and
education in the State of Maryland. Mr.
Finkelstein received a 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 the Company
and Professor and Chairman of the Department
of Biochemistry and 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
chemistry and the discoverer of several
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 Immunology
and Geriatric Medicine, a non-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
Management Company, LLC, a registered
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
National Board of Medical Examiners, the
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 number of senior
positions in business, licensing and corporate
development within 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
pharmaceutical industry. Mr. Bove obtained his
Rosenfeld. Dr. Bowles joined the Audit Committee in 2006.
McNay, Hindin, Rosenfeld and Bove. Dr. Bowles joined the Compensation Committee in 2006
s Committee:entire Board of Directors
N2K Contact Last
Number Updated
443-524-8128 2007 Proxy
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
60/ Director since 1995/
Public 7 1 Terry L. Jones
Expires 2008
51/ Director since 1995/
Brian W. McNeill
Expires 2008
60/ Director since 1980/
Catherine L. Hughes
Expires 2008
42/ Director since 1989/
Alfred C. Liggins, III
Expires 2008
D. Geoffrey 49/ Director since 2001/
Armstrong Expires 2008
B. Doyle Mitchell, Jr. 45/ Nominee/ Expires 2008
47/ Director since 2002/
Ronald E. Blaylock
Expires 2008
The audit committee consists of D. Geoffrey Armstrong, Brian W. McNeill and Ronald E. Bla
Our compensation committee consists of Terry L. Jones, Brian W. McNeill and D. Geoffrey A
Our nominating committee consists of Alfred C. Liggins, III, Catherine L. Hughes, Terry L. Jo
McNeill.
Radio One, Inc.
5900 Princess Garden Parkway,
7th Floor
Lanham, MD 20706 www.radio-
one.com
301-306-1111
N2K Contact
Background Information Board Compensation N2K Contact Name
Number
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 various
capacities, including director, president, Our non-employee directors Stephanie Ambrose/ Ellen
410-277-2857
general partner and vice president, for each receive a retainer of Fish
various other entities affiliated with $20,000 annually. In addition,
Syndicated Communications, Inc. He they receive $1,000 each
also serves on the board of directors of quarter for board meetings
Delta Capital Corporation, Sun Delta attended, and are reimbursed
Capital Access Center, Iridium Satellite, for all out-of-pocket expenses
TV One, LLC, Syncom Management related to meetings attended.
Company and Cyber Digital Inc., a Nonemployee directors serving
publicly held company. as chairperson of a 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. Our
officers who serve as directors
do not receive compensation
for their services as directors
other than the compensation
they receive as officers of
Radio One.
attended, and are reimbursed
for all out-of-pocket expenses
related to meetings attended.
Nonemployee directors serving
as chairperson of a committee
of the board of directors
receive an extra $10,000 per
Mr. McNeill is a founder and Managing annum. Each of our non-officer
General Partner of Alta Communications, directors also received options
the successor firm to Burr, Egan, Deleage to purchase 5,000 shares of
& Co. He specializes in identifying and Class D common stock in 2004
managing investments in the traditional and 10,000 shares in 2005. The
sectors of the media industry, including directors did not receive stock
radio and television broadcasting, cable options, stock awards, incentive
television, outdoor advertising and other plan or other non-cash
advertising-based or cash flow-based compensation in 2006. Our
businesses. Mr. McNeill currently serves officers who serve as directors
on the boards of directors of a number of do not receive compensation
companies in the radio and television for their services as directors
industries. He joined Burr, Egan, Deleage other than the compensation
& Co. as a General Partner in 1986, they receive as officers of
where 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 Sales Manager and
talk show host. 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 overseeing Radio
One‘s Washington, 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,
Mr. Armstrong was Chief Operating
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
Academy, Sewell Music 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 positions with PaineWebber
Group and Citicorp before launching
Blaylock & Partners in 1993. Mr.
Blaylock is also a director of the W.R.
Berkley Corporation, a publicly held
company.
Geoffrey Armstrong, Brian W. McNeill and Ronald E. Blaylock.
ists of Terry L. Jones, Brian W. McNeill and D. Geoffrey Armstrong.
s of Alfred C. Liggins, III, Catherine L. Hughes, Terry L. Jones and Brian W.
Last
Updated/
Source
2007 Proxy
Report
Sandy Spring Bancorp 17801
Georgia Avenue Olney, Maryland
20832 www.ssnb.com 301-774-
6400
Number of
Public or Number of Names of
Female Age/Term/Expiration Business Background Information
Private Directors Directors
Directors
John Chirtea is a Real Estate Consultant
who is retired from LCOR, a real estate
68/ Director since 1990/
Public 15 2 John Chirtea development company. In prior years,
Expires 2008
Mr. Chirtea was a partner in the Linpro
Co., the predecessor company of LCOR.
Pamela A. Little is a financial and
business consultant. She is the former
Chief Financial Officer of Athena
Pamela A. 52/ Director since 2005/ Innovative Solutions, Inc., a government
Little Expires 2008 contracting firm. She is also the former
Chief Financial Officer of ZKD, Inc. a
provider of professional services to the
federal government.
Mark E. Friis is President and Chief
Executive Officer and senior principal of
51/ Director since 2005/
Mark E. Friis Rodgers Consulting, Inc., in Frederick,
Expires 2008
Maryland, a land planning and
engineering firm.
Marshall H. Groom is a former director
of Potomac Bank of Virginia and past
chairman of the board of that bank. Mr.
Marshall H. 68/ Director since 2007/ Groom became a Bancorp board member
Groom Expires 2009 effective as of February 15, 2007 and is a
Director-Nominee pursuant to the terms
of the definitive agreement dated October
10, 2006 and plan of merger entered into
between Hollar is President and Chief
Hunter R.Bancorp, Sandy Spring Bank
Hunter R. 57/ Director since 1990/
Executive Officer of Bancorp and the
Hollar Expires 2008
Bank.
Craig A. Ruppert is President and owner
of The Ruppert Companies, comprised of
Craig A. 52/ Director since 2002/ nursery and landscaping, business
Ruppert Expires 2008 investment 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
61/ Director since 1994/ Choice, Inc., and a Senior Vice President
Susan D. Goff
Expires 2009 of the parent holding company, Mid-
Atlantic Medical Services, Inc., a health
maintenance organization.
Robert L. Mitchell is Chairman and Chief
Executive Officer of Mitchell and Best
Robert L. 70/ Director since 1991/
Group, LLC, which is engaged in
Mitchell Expires 2009
homebuilding and real estate
development.
Robert L. Orndorff, Jr. is President of
Robert L. 49/ Director since
RLO Contractors, Inc., an excavating
Orndorff, Jr. 1991/ Expires 2009
contractor.
David E. Rippeon is President and Chief
Executive Officer of Gaithersburg
David E. 56/ Director since
Equipment Company and Frederick
Rippeon 1997/ Expires 2009
Equipment Company, a tractor and
equipment dealership.
Solomon Graham is founder, President,
Solomon 62/ Director since and Chief Executive Officer of Quality
Graham 1994/ Expires 2010 Biological, Inc., a biotechnology firm
providing reagents for medical research.
Gilbert L. Hardesty is a retired bank
executive, having served as President of
Gilbert L. 65/ Director since Crestar Bank—Annapolis from June
Hardesty 1997/ Expires 2010 1994 to 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. 67/ Director since
Physician of Potomac Valley
Mess 1987/ Expires 2010
Orthopaedic Associates Chtd.
Lewis R. Schumann is a Partner in the
Lewis R. 62/ Director since
Rockville, Maryland law firm of Miller,
Schumann 1994/ Expires 2010
Miller and Canby, Chtd.
W. Drew Stabler is a Partner in Sunny
W. Drew 68/ Director since
Ridge Farm, a crop and livestock
Stabler 1986/ Expires 2010
operation.
The Audit Committee is composed of John Chirtea, Chairman, Mark E. Friis, Gilbert L. Hardesty, Pamel
The Executive Committee is composed of W. Drew Stabler, Chairman, Susan D. Goff, Gilbert L. Hardes
Schumann.
The Human Resources Compensation Committee is composed of Robert L. Mitchell, Chairman, John C
D. Goff, Charles F. Mess, Robert L. Orndorff, Jr., David E. Rippeon and W. Drew Stabler.
Committee—The Nominating Committee is composed of Robert L. Orndorff, Jr., Chairman, Solomon Gr
and W. Drew Stabler.
Last
N2K Contact
Board Compensation N2K Contact Name Updated/
Number
Source
Bank directors who are not employed by
the Bank receive an annual retainer of
$14,000 ($35,000 for the Chairman),
plus $7,500 for the Audit Committee
Chairman and $5,000 for all other Stephanie Ambrose/
410-277-2857 2007 Proxy
Committee Chairmen and fees of $1,100 Ellen Fish
for attendance at each meeting of the
Board of Directors. Directors also
receive $1,000 for each committee
meeting. Bancorp directors who are not
employed by Bancorp do not receive
any additional compensation (beyond
compensation received for service as
bank directors) except as follows. Such
directors receive fees of $1,100 for
attendance at each meeting of Bancorp‘s
Board of Directors not held in
conjunction with a meeting of the
Bank‘s Board of Directors. Bancorp
directors are also eligible to receive non-
incentive stock options and restricted
shares under Bancorp‘s 2005 Stock
Plan. These options have a maximum
term of 7 years and an exercise price
that may not be less than 100% of the
closing price of the common stock on
the date of grant. Director options are
included in the computation of share
dilution. Options for 16,263 shares and
3,497 restricted shares were granted in
2006 to directors who were not
employees of Bancorp or any of its
subsidiaries, at an exercise price of
$37.40. Under the Director‘s Stock
Purchase Plan, directors may elect to
apply from 50% to 100% of their annual
retainers to purchase newly issued
Bancorp common stock at market value.
, Gilbert L. Hardesty, Pamela A. Little, Charles F. Mess, and Craig A. Ruppert.
an D. Goff, Gilbert L. Hardesty, Hunter R. Hollar, Robert L. Mitchell, Robert L. Orndorff, Jr. and Lewis R.
. Mitchell, Chairman, John Chirtea, Susan
Drew Stabler.
, Jr., Chairman, Solomon Graham, Gilbert L. Hardesty, David E. Rippeon, Craig A. Ruppert
Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road Hunt
Valley, Maryland 21030 410-568-
1500 www.sbgi.net
Number of
Public or Number of N2K Contact
Female Names of Directors Age/Term/Expiration Business Background Information Board Compensation N2K Contact Name Source
Private Directors Number
Directors
Non-employee directors receive
He founded Comark Communications, $35,000 annually for their service
Inc., a company engaged in the as a director and a grant of 5,000
manufacture of high power transmitters shares of Class A Common Stock
for UHF television stations, and was an for attending the annual meeting of
officer and director of Comark until shareholders. The Audit
1986; he also was a principal in other Committee chairman receives an
television stations prior to serving as a additional $7,500 annually and the
General Manager of WCWB-TV from Compensation Committee
55/ Director since
1984 until 1986; in 1986, he was chairman receives an additional
1990/Elected for one-
instrumental in the formation of Sinclair $6,000 annually. Each special
year terms and serve Stephanie Ambrose/
Public 8 0 David D. Smith Broadcast Group, Inc. He is currently a committee chairman receives an 410-277-2857 2007 Proxy
until their successors Ellen Fish
member of the Board of Directors of additional $1,125 each quarter
are duly elected and
Sinclair Ventures, Inc., Acrodyne until the subject under discussion
qualified
Communications, Inc., G1440 Holdings, by the special committee has been
Inc., Atlantic Automotive Corporation concluded. Nonemployee directors
(formerly known as Summa Holdings, also receive $2,000 for each
Ltd.), KDSM, Inc. and Safe Waterways meeting of the Board of Directors
in Maryland (a private, non-profit attended, $2,500 for each Audit
foundation). President and CEO since Committee meeting and special
1988; Chairman of the Board since committee meeting, if any,
1990. attended and $1,500 for each
Compensation Committee meeting
Prior to joining Sinclair in 1990, he was
an oral and maxillofacial surgeon
engaged in private practice and was
employed by Frederick G. Smith, M.S.,
56/Director since
D.D.S., P.A., a professional corporation
1986/Elected for one-
of which he was the sole officer, director
year terms and serve
Frederick G. Smith and stockholder. He is currently a
until their successors
member of the board of directors or
are duly elected and
trustees of Sinclair Ventures, Inc., the
qualified
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-
52/Director since TV in Tampa / St. Petersburg, the
1986/Elected for one- renovation of the studio, offices and
year terms and serve news facility for WBFF-TV in
J. Duncan Smith
until their successors Baltimore and construction of the
are duly elected and Sinclair headquarters building in Hunt
qualified 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
51/Director since Management division of a local
2001/Elected for one- financial services company since 1985.
year terms and serve During this time, he served as chairman
Daniel C. Keith
until their successors of the Investment Advisory Committee
are duly elected and and was a member of the board of
qualified 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
65/Director since Pittman, he was a senior partner with the
2002/Elected for one- law firm of Fisher Wayland Cooper
year terms and serve Leader & Zaragoza in Washington, D.C.
Martin R. Leader
until their successors from 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
62/Director since committees of the Maryland Association
1995/Elected for one- of Certified Public Accountants and
year terms and serve was chairman of the Management of
Lawrence McCann
until their successors the Accounting Practice Committee.
are duly elected and He is also a former member of the
qualified 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
42/Director since 1986 manages; prior to 1986, he assisted in
/Elected for one-year the construction of WTTE-TV and also
Robert E. Smith terms and serve until worked for Comark Communications,
their successors are duly Inc. installing UHF transmitters. He is
elected and qualified currently a 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
90/Director since since 1983; from 1961 to 1968, he
1993/Elected for one- served as an Associate Judge on the
year terms and serve Municipal Court of Baltimore City and
Basil A. Thomas
until their successors from 1968 to 1983, he served as an
are duly elected and Associate Judge of the Supreme Bench
qualified of Baltimore City. He is a 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 other members of the Compensation Committee are Messrs. McCanna, Keith, Thomas (Chair), and Leader
The Board does not have a standing nominating committee and there is no formal nominating committee charter
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
54/Director since 2000/
Public 13 1 Lloyd L. Beatty, Jr.
Expires 2009
59/Director since 1998/
Paul M. Bowman
Expires 2009
55/Director since 2004/
W. Edwin Kee, Jr.
Expires 2009
66/ Director since 2003/
Jerry F. Pierson
Expires 2009
W. Moorhead 66/ Director since 2000/
Vermilye Expires 2009
William W. Duncan,
60/ Nominee/ Expires 2010
Jr.
57/ Director since 2004/
Thomas H. Evans
Expires 2010
64/ Director since 2000/
Richard C. Granville
Expires 2010
59/ Director since 2004/
Christopher F. Spurry
Expires 2010
70/ Director since 2000/
Herbert L. Andrew, III
Expires 2008
55/ Director since 2002/
Blenda W. Armistead
Expires 2008
54/ Director since 1995/
Mark M. Freestate
Expires 2008
66/ Director since 1996/
Neil R. LeCompte
Expires 2008
The Company’s Executive Committee consists of Christopher F. Spurry, Chairman, Blenda W
The Company’s Audit Committee is established pursuant to Section 3(a)(58)(A) of the Secur
Vermilye, Mark M. Freestate, Richard C. Granville, and Thomas H. Evans.
consists of Neil R. LeCompte, Chairman, Jerry F. Pierson, and Paul M. Bowman.
The members of the Compensation Committee are Christopher F. Spurry, Chairman, Herbe
The Company’s Nominating Committee consists of Blenda W. Armistead, Chairman, Herber
SHORE BANCSHARES, INC.
18 East Dover Street
Easton, Maryland 21601
www.shbi.com (410) 822-1400
N2K Contact
Background Information Board Compensation N2K Contact Name
Number
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 company, since
1992. He currently serves as a Vice
President of the Company, a position he
Stephanie Ambrose/ Ellen
has held since October 2004. From 410-277-2857
Fish
October 2004 until October 2005 Mr.
Beatty‘s employment with the Company Directors of the Company
was on a part-time basis. Prior to October receive $300 for attending each
2005, Mr. Beatty was the Chief Board and committee meeting,
Operating Officer of Darby Overseas except that committee
Investments, LP and President of Darby chairpersons receive $500 for
Advisors, Inc. attending each Board and
Mr. Bowman has served as a director of committee meeting. In addition,
the Company since 1998 and as a the Chairman of the Board
director of The Centreville National receives a $10,000 annual
Bank of Maryland (―Centreville National retainer and each other director
Bank‖) a whollyowned subsidiary of the receives a $5,000 annual
Company since 1997. He served as a retainer. Directors of the
director of Kent Savings & Loan Company and of its subsidiaries
Association until Centreville National are eligible to participate in the
Bank acquired the financial institution on Company‘s 2006 Stock and
April 1, 1997. Mr. Bowman is an Incentive Compensation Plan
attorney in the Law Office of Paul M. and its 1998 Stock Option Plan.
Bowman. Each of these plans is discussed
Mr. Kee has served as a director of the below under ―Executive
Company since May 2004 and as the Compensation‖.
Chairman of the Board of The Felton
Bank (―Felton Bank‖), a wholly-owned
subsidiary of the Company, since 1992.
Between 1996 and 2004, 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 2000.
He has served as a director of 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 2000 and
as a director of Talbot Bank 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
Mr. Evans has served as a director of the
Company since November 2004 and as a
director of Felton Bank since July 2004.
He currently serves 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 Talbot Bank
from 1994 until 2005. He 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 a
director of Talbot Bank since 1995. He is
the President of Spurry & Associates,
Inc.
Mr. Andrew has served as a director of
the Company since December 2000 and
as a director of Talbot Bank since 1977.
He is a farmer and served on the Talbot
County Council from
1994 to 1998.
Ms. Armistead has served as a director of
the Company since 2002 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 1996 to 2000. He has
served as a 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 National Bank
since 1995. He is a Certified Public
Accountant in the Accounting Office of
Neil R. LeCompte.
ee consists of Christopher F. Spurry, Chairman, Blenda W. Armistead, Lloyd L. Beatty, Jr., William W. Duncan, W. Moorhead
s established pursuant to Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
ard C. Granville, and Thomas H. Evans.
rman, Jerry F. Pierson, and Paul M. Bowman.
n Committee are Christopher F. Spurry, Chairman, Herbert L. Andrew, III, Paul M. Bowman, and W. Edwin Kee, Jr.
ittee consists of Blenda W. Armistead, Chairman, Herbert L. Andrew, III, Jerry F. Pierson and W. Edwin Kee, Jr.
Last
Updated/
Source
2007 Proxy
Report
SEVERN BANCORP, INC.
1919 A West Street
Annapolis, Maryland 21401
www.severnbank.com
(410) 268-4554
Public Number Number of Last
Names of N2K Contact
or of Female Age/Term/Expiration Background Information Board Compensation N2K Contact Name Updated/
Directors Number
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 1982, having Non-employee directors of the
previously served as an officer and Bank received $2,000 per
director since 1978. He has also served meeting of the Board of
as the Chairman of the Board and Directors attended in 2006. In
President of the Company since 1990. addition, each non -employee
52/ Director since 1982/ Mr. Hyatt has been a partner in the law member of a committee of the Stephanie Ambrose/ Ellen 2007 Proxy
Public 9 0 Alan J. Hyatt 410-277-2857
Expires 2009 firm of Hyatt, Peters & Weber, Board of Directors of the Bank Fish Report
LLP, in Annapolis, Maryland since 1978, received a fee as follows: $300
and is a real estate broker with Arundel per Compliance Committee
Realty Services, LLC, also in Annapolis, meeting; $350 per Stock
Maryland. Mr. Hyatt spends Option Committee meeting;
approximately 50% of his professional $600 per Cash Audit
time on the affairs of the Bank and the Committee meeting; $800 per
Company and the balance on his law Compensation Committee
practice. meeting; $800 per Corporate
Governance Committee
meeting; and $800 per Audit
Committee meeting. The
Chairman of each committee
received an additional $250 per
meeting. A total of $167,679
was paid as directors‘ fees and
committee fees for the Bank in
2006.
meeting; $350 per Stock
Option Committee meeting;
$600 per Cash Audit
Committee meeting; $800 per
Compensation Committee
meeting; $800 per Corporate
Melvin E. Meekins, Jr. joined the Bank Governance Committee
as a director and Executive Vice meeting; and $800 per Audit
President in April 1983, and he serves in Committee meeting. The
the same capacity for the Company. Mr. Chairman of each committee
Meekins is the Bank‘s Principal received an additional $250 per
Melvin E. 65/Director since 1983/ Operating Officer. Mr. Meekins has been meeting. A total of $167,679
Meekins, Jr. Expires 2009 employed in the savings and loan was paid as directors‘ fees and
industry since 1962. He is a graduate of committee fees for the Bank in
the Institution of Financial Education‘s 2006.
Executive 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
Louis 84/ Director since 1946/ been the owner/operator of the Motel
DiPasquale, Jr. Expires 2009 Carlton 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, LLC, a
MasterCard International business since
54/ Director since 1990/ 2004. Previously he served in
Keith Stock management positions with consulting
Expires 2009
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 same
54/ Director since 1980/
S. Scott Kirkley capacities for the Company since 1990.
Expires 2007
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
Albert W. 62/ Director since 2003/ Floors, Inc. from 1986 until 2002 when
Shields Expires 2010 the 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
74/ Director since 1978/ retired restaurant owner and was formerly
Melvin Hyatt
Expires 2010 employed by the Housing 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
Ronald P. 67/ Director since 1980/
subsidiary of the Company, since 1980.
Pennington Expires 2008
Mr. 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 since 1986. Mr.
T. Theodore 67/ Director since 1986/ Schultz is self -employed and owns
Schultz Expires 2008 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; and Keith Stock.
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.
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
Robert B. Barnhill, 63/Director since 1982/
Public 7 0
Jr. Expiring in 2008
55/Director since
John D. Beletic
1999/Expiring in 2009
Benn R. 56/Director since
Konsynski, Ph.D. 1993/Expiring in 2008
59/Director since
Daniel Okrent
2004/Expiring in 2009
60/ Nominee/ Expires
Jay G. Baitler
2010
Dennis J. 60/Director since
Shaughnessy 1989/Expires in 2010
Morton F. Zifferer, 59/Director since
Jr. 1993/Expiring in 2009
Audit Committee: Benn R Konsynski, Morton Zifferer.
Compensation Committee: Morton F Zifferer, John D. Beletic, Dennis J. Shaughnessy.
Nominating Committee: Benn R. Konsynski, Dennis J. Shaughnessy, Daniel Okrent.
Tessco Technologies, Inc.
11126 McCormick Road,
Hunt Valley, MD 21031 1-
800-508-5444
www.tessco.com
N2K Contact
Business Background Information Board Compensation N2K Contact Name
Number
He has served as President and CEO of
the Company since founding the business
in its current form, in 1982; he has been a In consideration for services on Stephanie Ambrose/
410-277-2857
director of the Company since 1982, and the Board, each non-employee Ellen Fish
has been Chairman of the Board since Director of the Company is paid
November 1993. $25,000 per fiscal year plus
$2,500 for each meeting of the
Since July 2002, he has served as a venture Board and $1,000 for each
partner with Oak Investment Partners, a meeting of a Committee of the
venture capital firm; he serves on the Board that he or she attends.
Boards of iPass, Inc. (Nasdaq: IPAS), The table below does not
Fiber Tower, STSN and Aventail, Inc. He include reimbursements for
is also on the advisory board of Data reasonable out-of-pocket
Return. From August 1994 until December expenses incurred in connection
2001, he served as Chairman and CEO of with attendance at Board or
WebLink Wireless, Inc. WebLink Committee meetings. Non-
Wireless, Inc. filed for voluntary management directors are also
bankruptcy protection in May 2001; prior eligible to receive Performance
to 2001, he was President and CEO of Stock Units.
Tigon which was acquired by 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 Business School, he was on the
faculty 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 managing editor
of LIFE magazine. He 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, Mr.
Baitler served as Mid-Atlantic 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 CRI
International, an international 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 and
New Standard Corporation have partnered
with several Fortune 500 companies
globally to implement and execute lean
manufacturing techniques and practices.
orton Zifferer.
erer, John D. Beletic, Dennis J. Shaughnessy.
ski, Dennis J. Shaughnessy, Daniel Okrent.
Source
2007 Proxy
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
79/Director since
Public 7 0 Warren V. Musser
2003/Expires in 2007
Ronald W. Pickett 59/Director since 2003
/Expires in 2007
60/Director since
Stephen L. Sadle
2000/Expires in 2007
64/Director since
Thomas C. Lynch
2003/Expires in 2007
72/Director since
James L. Peeler
2004/Expires in 2007
66/Director since
Seth Blumenfeld
2005/Expires in 2007
Dr. Thomas M. 54/Director since
Hall 2004/Expires in 2007
Audit Committee: Messrs. Lynch and Peeler and Dr. Hall
Compensation Committee: Dr. Hall and Messrs. Lynch and Musser
Governance and Nominations Committee:
Telkonet, Inc.
20374 Seneca Meadows Parkway
Germantown, Maryland 20876-7004
240-912-1800
http://www.telkonet.com/
Business Background Information Board Compensation N2K Contact Name
WARREN V. MUSSER, Chairman of the Board Telkonet compensates each non-
of Directors, has taken over 50 companies public management director (excluding
during his distinguished and successful career as Mr. Musser and Mr. Blumenfeld):
an entrepreneur, and is the founder and $4,000 per month, 10,000 vested
Chairman Emeritus of Safeguard Scientifics, Inc. stock options per quarter and
(a high-tech venture capital company, formerly $1,000 for each committee
Safeguard Industries, Inc.). Mr. Musser is meeting of the Board of Directors
currently the Managing Director, The Musser such director attends. Mr. Musser,
Group (a business consulting firm) and Founder as Chairman of the Board of
& President, Musser and Company, Inc. (an Directors, is compensated $8,333
investment banking firm). In addition, Mr. per month (consisting of monthly
Musser is a Director of Internet Capital Group, payments in the amount of $4,000,
Inc. (a business-to-business venture capital which payments are consistent Nancy Sloane
company), and is a Director and Vice Chairman with the monthly payments made
of Nutri/System, Inc. (a weight management to the other non-management
company) and Co-Chairman of Eastern directors, and $4,333.33 per
Technology Council (a business advisory firm). month, which payments are in lieu
Mr. Musser serves on a variety of civic, of the 10,000 vested stock options
educational and charitable boards of directors, per quarter and $1,000 for each
and serves as vice president of development, committee meeting that the other
Cradle of Liberty Council, Boy Scouts of non-management directors
America; vice chairman of The Eastern receive).
Technology Council; and chairman of the
Pennsylvania Partnership on Economic
Education.
RONALD W. PICKETT, Director and Chief
Executive Officer, fostered the development of
Telkonet since 1999 as Telkonet‘s principal
investor and co-founder. He has been President
of Telkonet since January of 2003. He also was
the founder, and for twenty years served as
Chairman of the Board of Directors and
President, of Medical Advisory Systems, Inc. (a
company providing international medical
services and pharmaceutical distribution) until
its merger with Digital Angel Corporation
(AMEX: ―DOC‖) in March 2002. A graduate of
Gordon College, Mr. Pickett has engaged in
various entrepreneurial activities for 35 years.
STEPHEN L. SADLE, Director and Senior Vice
President, is a co-founder of Telkonet. From
1999 until he joined Telkonet in 2000, Mr. Sadle
served as Senior Vice President and General
Sales Manager of Internos (a provider of web-
based vertical extranet applications). From 1986
until 1999, Mr. Sadle was Vice President of
Business Development and Sales for the Driggs
Corporation, a major heavy and infrastructure
contracting firm interfacing with government
and the private sectors. From 1970 until 1986,
Mr. Sadle was President of a successful
infrastructure construction and development
company in the Washington, D.C. metropolitan
area.
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 of
naval service, Mr. Lynch retired in the 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.
JAMES L. PEELER, Director, was a founder
and member of the board of Digital
Communications Corporation (DCC), which
evolved into Hughes Network Systems (HNS), a
provider of global broadband, satellite, and
wireless communications products for home and
business, such as DirecTV and DIRECWAY.
Mr. Peeler retired as Executive Vice President of
Operations in 1999 after 27 years of service and
is presently a member of the Advisory Council
to Hughes Network Systems. Mr. Peeler also
served on the Board of Directors of Hughes
Software Systems (HSS). Prior to the founding
of DCC, he was Vice President of Engineering
for Washington Technological Associates
(WTA) (a satellite communications development
company), where he was instrumental in the
development of rocket and satellite
communications and instrumentation equipment.
Mr. Peeler received a bachelor of science degree
in electrical engineering from Auburn
University.
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 through 1978, Blumenfeld
lived in Japan. Blumenfeld‘s involvement on
professional 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
Visitors to Fordham University School of Law,
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 (until
2002), Dr. Hall was the Chief 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.
ynch and Peeler and Dr. Hall
Dr. Hall and Messrs. Lynch and Musser
ns Committee:
N2K Contact Last
Number Updated
443-524-8128 2007 Proxy
T. Rowe Price Group, Inc. 100
East Pratt Street Baltimore,
Maryland 21202 410-345-2000
www.troweprice.com
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration Background Information
Private 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 mortgage securities
66/Director since
Public 9 1 James T. Brady and government agency investments;
2003/ Expires 2008
Constellation Energy Group, a
diversified energy company; and
McCormick & Company, Inc., a
manufacturer,
marketer, and distributor of spices
and seasonings.
Vice President since 1989, and an
51/Director 1999/
Edward C. Bernard employee since 1988.
Expires 2008
President of Corporate Development
Services, LLC, a
commercial real estate developer
which is a subsidiary of Corporate
62/Director since
Dwight S. Taylor Office Properties Trust. Mr. Taylor
2004/ Expires 2008
also is a director of MICROS
Systems, Inc., a provider of
information technology for the
hospitality and retail industry.
Immediate past president of the
Federal Reserve Bank of Richmond
from which he retired in August
2004. Mr. Broaddus also is a
director of Albemarle
67/Director since
J. Alfred Broaddus Corporation, a manufacturer of
2004/ Expires 2008
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
63/Director since
Donald B. Hebb, Jr. director of SBA Communications
1999/ Expires 2008
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
64/Director since Epidemiology, Ophthalmology, and
Dr. Alfred Sommer
2003/ Expires 2008 International Health at the 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 Corporation, a
Anne Marie 60/Director since
manufacturer of specialty chemicals,
Whittemore 1995/ Expires 2008
and Owens & Minor,
Inc., a distributor of medical and
surgical supplies.
The chief investment officer since
2004, a vice president since 1985,
51/Director since and an employee since 1982. He is a
Brian C. Rogers
1997/ Expires 2008 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. 53/Director since vice president since 1981, and an
Kennedy 1996/ Expires 2008 employee since 1978. He is a
director or trustee of 23 of the
Price funds.
During 2006, Mr. Roche, Mr. Rogers and Ms. Whittemore served on the Executive Committee
Messrs. Brady, Broaddus, and Taylor serve on the Audit Committee
Messrs. Hebb, Brady, Broaddus, and Taylor, Dr. Sommer, and Ms. Whittemore serve on the Executive C
N2K Contact
Board Compensation N2K Contact Name Source
Number
Stephanie Ambrose/
410-277-2857 2007 Proxy
In addition to the stock option Ellen Fish
grants, non-employee directors
receive the following: • An annual
retainer of $75,000;
• A fee of $1,500 for each
committee meeting attended; • A
fee of $10,000 and $5,000, for the
Chairman of the Audit Committee
and each Audit Committee
member, respectively; • A fee of
$5,000 for both the Chairman of
the Executive Compensation
Committee and the Chairman of
the Nominating and Corporate
Governance Committee; •
Directors and all 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 limit to qualified charitable
organizations. For 2006, non-
employee directors were eligible to
have up to $7,500 matched.
ecutive Committee
more serve on the Executive Compensation Committee
TeleCommunication Systems, Inc.
275 West Street Annapolis, MD
21401 410-263-7616
www.telecomsys.com
Number of
Public or Number of N2K Contact
Female Names of Directors Age/Term/Expiration Business Background Information Board Compensation N2K Contact Name Source
Private Directors Number
Directors
Mr. Latham has been a partner at the law Directors who are not
firm of Davis Wright Tremaine since July employees of TCS (that is, all
2004. From 2000 until 2004, he was a directors except for Mr. Tosé)
senior partner at the law firm of Holland are paid an annual retainer of
& Knight. From 1992 to 2000, Mr. $10,000, and fee of $1,500 for
Latham was a partner at the law firm of each Board meeting and
Shaw Pittman Potts & Trowbridge. From $1,000 for each Committee
1986 to 1992, Mr. Latham was a meeting in which the director
managing partner of the Virginia office of participates. The Chairman of
the law firm Reed, Smith, Shaw and the Audit Committee is paid an
McClay. From 1981-1986, Mr. Latham additional annual retainer of
was the Vice President and General $9,000, and the Chairman of
Counsel of Sterling Systems Inc., a the Compensation Committee
software company that was acquired by is paid an additional annual
Planning Research Corporation (PRC). retainer of $4,500. Generally,
60/ Director since 1999/ Stephanie Ambrose/
Public 6 0 Weldon H. Latham Mr. Latham was appointed Executive each director is granted 410-277-2857 2007 Proxy
Expires 2009 Ellen Fish
Assistant and Counsel to the PRC restricted stock or options to
Chairman and CEO. From 1979 to 1981, purchase shares of Class A
Mr. Latham served as General Deputy Common Stock under our
Assistant Secretary, U.S. Department of Amended and Restated 1997
Housing and Urban Development and Stock Incentive Plan for each
previously served as Assistant General year of service on the Board.
Counsel, Executive Office of the President These restricted shares or
(OMB) from 1973 to 1976. Mr. Latham options vest in equal amounts
holds a B.A. degree in Business at the end of each semi-annual
Administration from Howard University, a term of service on the Board.
J.D. degree from Georgetown University In addition, non-employee
Law Center, and an executive directors are reimbursed for
management certificate from the Amos expenses incurred in
Tuck Business connection with their board
School at Dartmouth College. service.
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
49/ Director since / also serves on the Board of Directors of
Byron F. Marchant
Expires 2009 Public 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 member of the
61/ Director since 1999/ Board of Directors of American
Richard A. Kozak
Expires 2008 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.
50/ Director since 1987/ He was recognized in each of the past
Maurice B. Tosé
Expires 2010 three years as one of the 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. Heintzelman was the
Clyde A. 68/ Director since 1999/
President and Chief Executive Officer of
Heintzelman Expires 2008
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
James M. 52/ Director since / Korn/Ferry, Mr. Bethmann led the
Bethmann Expires 2010 Southwest Technology Practice of Russell
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 of Last
Number of Names of N2K Contact
or Female Age/Term/Expiration Background Information Board Compensation N2K Contact Name Updated/
Directors Directors Number
Private Directors Source
Mr. Hammond has served as the Chief
Financial Officer of the American
Beverage Association and previously Cash Compensation: For 2006,
held various financial management the Director Program consisted
positions with the Association dating of the following cash
back to December 1984. Mr. Hammond components: (i) an annual
Mark N. 48/ Director since 1996/ also serves as a member of the Board of payment of $25,000, payable Stephanie Ambrose/ Ellen 2007 Proxy
Public 5 0 Trustees of Limestone College. He is a quarterly in advance; (ii) 410-277-2857
Hammond Expires 2009 Fish Report
Certified Public Accountant with $1,500 for each Board meeting
approximately 26 years of public attended in person; and (iii)
accounting experience. Mr. Hammond $750 for each Committee
has a Bachelor of Science degree in meeting attended in person, if
Accounting from Limestone College and held on a day other than the day
is a member of several professional of either a regularly scheduled
accounting associations. 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 and Option
Grants: Under the current
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 and
Committee meeting. The
Chief Financial Officer of Mid-Atlantic
Chairman of the Board
Venture Funds, a partnership consisting
received $1,875 for each month
of four venture capital funds investing in
of such service, payable
growing businesses located in the Mid-
monthly in advance.
Atlantic. From October 1998 until
Additionally, the Chairman of
joining Mid-Atlantic, Mr. Yount served
each Committee received
in various executive positions with
$1,875 per quarter, payable
Advanced TelCom Group, a provider of
quarterly in advance. No
integrated telephone services. Mr. Yount
additional fees are paid for
has also served in various senior financial
attendance at any Board or
positions with a number of technology
Committee meetings.
and communications companies. He is a
Beginning in May 2006, the
Certified Public Accountant and started
Donald C. 46/ Director since 2005/ Board eliminated the payment
his career in public accounting. Mr.
Yount, Jr. Expires 2009 of any Board compensation to
Yount has both a Master of Business
directors who are not
Administration degree and a Bachelor of
independent. Stock and Option
Science degree in Business
Grants: Under the current
Administration from the University of
Director Program, upon their
North Carolina at Chapel Hill.
initial election to the Board by
Since December 2005, Mr. Yount has
the Company‘s stockholders,
served as a member of the Company‘s
independent directors receive a
Board of Directors. Previously, he served
grant of options exercisable for
on the Board of Directors of Safety Tech
25,000 shares of Common
International, Inc., a private company
Stock, priced at the closing
which TVI acquired by merger in
trading price on the date of the
November 2005. The agreement and plan
annual meeting.
of merger between TVI and Safety Tech
provided for the appointment of Mr.
Yount to TVI‘s Board of Directors within
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
Harley A. 71/ Director since 2004/ services to a host of military services and
Hughes Expires 2010 law enforcement 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
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 and invests in middle-market
Matthew M. 54/ Director since 2005/ companies, especially in the media and
O'Connell Expires 2008 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
responsible for acquisitions and finance,
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. Mr. Parchman started
Todd L. 52/ Director since 2005/
his career in 1975 as a corporate banker
Parchman Expires 2008
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 Trustee of the Culver
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 of of N2K Contact
or Names of Directors Age/Term/Expiration Background Information Board Compensation N2K Contact Name
Directors Female Number
Private
Directors
Kevin A. Plank has been our President, Chief
Annual Retainer for each
Executive Officer and Chairman of the Board of
Director $20,000. Each Board or
34/ Director since inception/ Directors since our inception. Mr. Plank Stephanie Ambrose/
Public 7 0 Kevin A. Plank Committee meeting attended 410-277-2857
Expires 2008 also is a member of the Board of Trustees of the Ellen Fish
$1,000 if attended in person
University of Maryland. Mr. Plank‘s brother is J.
$500 if attended by telephone.
Scott Plank, our Senior Vice President of Retail.
Annual Retainer for Committee
Since 1985, Mr. Adams has been a managing Chair. Audit Committee $10,000
director of Rosewood Capital, LLC, a private Compensation Committee
52/ Director since 2003/
Byron K. Adams, Jr. equity firm that, through its affiliates, the $7,500. ominating and Corporate
Expires 2008
Rosewood entities, has been one of our Governance Committee $5,000.
significant investors.
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
45/ Director since 2004/ for accounting and financial reporting matters.
Douglas E. Coltharp Saks also announced that the SEC and the U.S.
Expires 2008
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 merger of Alex.Brown with Bankers
Trust Corporation in September 1997, Mr.
70/ Director since 2005/ Krongard became Vice Chairman of the Board of
A.B. Krongard Bankers Trust and served in such capacity until
Expires 2008
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‘
William R. 45/ Director since 2005/ parent company. Prior to joining SAP in 2002,
McDermott Expires 2008 Mr. 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
57/ Director since 2004/ Chief Executive Officer of Nautica Enterprises,
Harvey L. Sanders
Expires 2008 Inc. 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 worked
60/ Director since 2001/
Thomas J. Sippel since 1977, specializing in corporation and
Expires 2008
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), Thomas J. Sippel.
Last
Updated/
Source
2007 Proxy
Report
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
Warren G. 40/Director since
Public 6 0
Lichtenstein 2001/Expires in 2007
Thomas A.
61/Director since 2003
Corcoran
/Expires in 2007
62/Director since
Glen M. Kassan
2002/Expires in 2007
43/Director since
Robert F. Mehmel
2004/Expires in 2007
General Richard I.
Neal 63/Director since
(Retired) 2004/Expires in 2007
Frederick M. 53/Director since
Strader 2005/Expires in 2007
Audit Committee: Mr. Kassan (chair), Mr. Corcoran and Mr. Mehmel.
Compensation Committee: Mr. Corcoran (chair), Mr. Lichtenstein and General Neal
Governance and Nominations Committee: Mr. Mehmel (chair), Mr. Kassan, Mr. Lichtenstein
United Industrial Corp.
124 Industry Lane
Hunt Valley, Maryland 21030
(410) 628-3500
www.unitedindustrial.com
Business Background Information Board Compensation N2K Contact Name
Chairman of the Board, Secretary and Managing During 2005, directors received
Member, of Steel Partners, L.L.C., the general an annual cash retainer of $30,000
partner of Steel Partners II, L.P. (―Steel‖), since per year and $1,250 for each
January 1996 and the President, Chief Executive board meeting attended. Mr.
Officer and a director of Steel Partners, Ltd. Kassan, Mr. Corcoran and Mr.
(―SPL‖), a management and advisory company Mehmel received a $5,000 fee as
that provides management services to Steel and Chairman of the Audit Committee,
its affiliates, since June 1999. Director, BKF the Compensation Committee and
Capital Group, Inc., the parent company of John the Nominating Committee,
A. Levin & Co., Inc., an investment management respectively. Each member of the
firm, since June 2005. Director, WebFinancial Audit, Compensation and
Corporation, a consumer and commercial lender, Nominating Committees receives
from 1996 to June 2005 and Chief Executive $1,000 for each committee
Nancy Sloane
Officer from 1997 to June 2005. Director meeting attended.
(currently Chairman of the Board), SL
Industries, Inc., a designer and manufacturer of
power electronics, power motion equipment,
power protection equipment, and teleprotection
and specialized communication equipment, since
January 2002 and Chief Executive Officer from
February 2002 to August 2005. Director, Layne
Christensen Company, a provider of products
and services for the water, mineral, construction
and energy markets, since January 2004.
Chairman of the Board, WHX Corporation, a
holding company, since July, 2005.
President, Corcoran Enterprises, LLC, a
management consulting firm since January 2001;
Senior Advisor to the Carlyle Group, a private
global investment firm, since January 2001;
President and Chief Executive Officer, Gemini
Air Cargo, Inc., a global air cargo company from
January 2001 to March 2004; President and
Chief Executive Officer, Allegheny Teledyne
Incorporated, a specialty materials producer
from October 1999 to December 2000; President
and Chief Executive Officer of the Space and
Strategic Missiles sector of Lockheed Martin
Corporation, an advanced technology company,
from September 1998 to September 1999;
President and Chief Operating Officer of the
Electronics sector of Lockheed Martin from
April 1995 through September 1998; President
of the Electronics Group of Martin Marietta
Corporation, a predecessor of Lockheed Martin,
from 1993 to 1995; various management
positions, including Vice President and General
Manager, for the Aerospace segment of General
Electric company from 1983 to 1993; Director,
L-3 Communications Holdings, Inc., an
aerospace and defense company since July 1997;
Director, REMEC, Inc., a wireless
communications equipment manufacturing
Executive Vice President, Steel Partners, Ltd.
and its predecessor, a management and advisory
company that provides management services to
Steel Partners II, L.P., a private investment
partnership, and its affiliates, since June 2001,
and Vice President of its predecessor from
October 1999 through May 2001. Vice
President, Chief Financial Officer and Secretary,
WebFinancial Corporation, a consumer and
commercial lender, since June 2000. Director,
SL Industries, Inc. since January 2002, Vice
Chairman since August 2005, and President
from February 2002 through August 2005.
Director, WHX Corporation, a holding
company, since July 2005, and Vice Chairman
of the Board, Chief Executive Officer and
Secretary since September 2005.
Executive Vice President, Business Operations
& Strategy of DRS Technologies, Inc., a defense
electronic products and systems company since
January 2001; Director, Corporate Development
of Jabil Circuit, Inc., an electronic
manufacturing services company from July 2000
to December 2000; Vice President, Planning of
L-3 Communications Holdings, Inc. from April
1996 to July 2000.
Military consultant providing mentoring for
military officers and staff since September 1999,
including Senior Mentor for the U.S. Marine
Corps‘ Marine Air Ground Task Force Staff
Training Program since 2000; President, Audio
MPEG, a patent licensing agent since September
2001; Chief Executive Officer of IP Global, a
patent licensing agent from September 1998 to
December 2001; consultant to several defense-
related and technology companies since 2000;
Chief Integration Officer for Little Harbor
Capital, a venture capital company from 1998 to
2000; Assistant Commandant of the U.S. Marine
Corps from 1996 to 1998; Deputy Commander
in Chief and Chief of Staff, United States
Central Command from 1994 to 1996;
Commanding General, 2nd Marine Division
from 1993 to 1994.
President and Chief Executive Officer of the
Company since August 2003; Chief Executive
Officer since August 2003, President since
January 2003, and Chief Operating Officer from
January 2003 to August 2003 of AAI
Corporation, a wholly-owned subsidiary of the
Company (―AAI‖); Executive Vice President of
AAI and Vice President and General Manager of
AAI‘s Defense and Services businesses from
May 2001 to December 2002; Vice President of
United Defense LP, Armament Systems
Division, a designer of large caliber armaments
for the Navy, Army and Marine Corps, from
1994 to April 2001.
san (chair), Mr. Corcoran and Mr. Mehmel.
: Mr. Corcoran (chair), Mr. Lichtenstein and General Neal
ons Committee: Mr. Mehmel (chair), Mr. Kassan, Mr. Lichtenstein and General Neal
N2K Contact Last
Number Updated
443-524-8128 2007 Proxy
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
76/ Director since 1998/
Public 8 1 James R. Mellor
Expires 2008
69/ Director since 2002/
Michael H. Armacost
Expires 2008
60/ Director since 1998/
Joyce F. Brown
Expires 2008
59/ Director since 2006/
Joseph T. Doyle
Expires 2008
74/ Director since 1998/
John R. Hall
Expires 2008
67/ Director since 2001/
W. Henson Moore
Expires 2008
72/ Director since 2001/
Joseph F. Paquette, Jr.
Expires 2008
56/ Director since 2005/
John K. Welch
Expires 2008
Audit Committee: Michael H. Armacost, W. Henson Moore, Joseph F. Paquette, Jr. (Chair), James D
Compensation Committee: Joyce F. Brown, John R. Hall (Chair), James D. Woods
Nominating Committee: John R. Hall, Michael H. Armacost, James D. Woods (Chair)
Regulatory and Government Affairs Committee: Joyce F. Brown, W. Henson Moore (Chair), Joseph F
USEC Inc.
Two Democracy Center
6903 Rockledge Drive
Bethesda, Maryland 20817
www.usec.com (301) 564-3200
N2K Contact
Background Information Board Compensation N2K Contact Name
Number
Mr. Mellor retired in 1997 as Chairman Annual Retainer. Non-
and Chief Executive Officer of General employee directors receive an
Dynamics Corporation, a company annual retainer of $65,000.
engaged in shipbuilding and marine Annual retainers are paid at the
systems, land and amphibious combat beginning of the term
systems, information systems, and commencing at the annual
business and business aviation meeting and cover service for
businesses, a position he held since 1994. the one-year term. Meeting
Prior to assuming that position, Mr. Fees. Non-employee directors
Stephanie Ambrose/ Ellen
Mellor was President and Chief also receive a fee of $2,000 for 410-277-2857
Fish
Executive Officer from 1993 to 1994 and attending each Board meeting
was previously President and Chief and $1,500 for attending each
Operating Officer of General Dynamics. committee meeting. These fees
Mr. Mellor served as interim President were increased effective as of
and Chief Executive Officer of the April 25, 2006 (the beginning
Company from December 2004 to of the 2006 — 2007 term).
October 2005. Mr. Mellor also serves on Prior to the increase, directors
the Board of Trustees of the Scripps received a fee of $1,500 for
Research Institute. each Board meeting and $1,000
Mr. Armacost is a Walter H. Shorenstein for each committee meeting.
distinguished fellow and visiting Amounts listed in the Director
professor in the Asia/Pacific Research Compensation in Fiscal Year
Center at Stanford University. Mr. 2006 table include amounts
Armacost served as President and a paid both prior to and after the
Trustee of The Brookings Institution fee increase. Meeting fees paid
from 1995 to 2002. He served as in cash are paid in the week
Undersecretary of State for Political following the meeting, and
Affairs from 1984 to 1989, as U.S. meeting fees paid in restricted
Ambassador to Japan from 1989 to 1993 stock units are paid in the
and to the Philippines from 1982 to 1984. month following the meeting.
Mr. Armacost serves on the board of Annual Committee Chairman‘s
directors of AFLAC Inc.,Applied Fee. The chairman of the audit,
Materials Inc., and Cargill, Incorporated. finance and corporate
responsibility committee
receives an annual chairman‘s
fee of $12,000 and the
chairman of each other
committee receives an annual
chairman‘s fee of 7,500.
Annual Stock Option Grant. At
the beginning of each annual
term, each non-employee
director receives a grant of
3,500 stock options. These
options vest after 12 months.
Effective for the 2007 — 2008
term commencing at the 2007
stock units are paid in the
month following the meeting.
Annual Committee Chairman‘s
Fee. The chairman of the audit,
finance and corporate
responsibility committee
Dr. Brown is the President of the Fashion receives an annual chairman‘s
Institute of Technology of the State fee of $12,000 and the
University of New York, a position she chairman of each other
has held since 1998. From 1994 to 1997, committee receives an annual
Dr. Brown was a professor of clinical chairman‘s fee of 7,500.
psychology at the City University of New Annual Stock Option Grant. At
York, where she previously held several the beginning of each annual
Vice Chancellor positions. From 1993 to term, each non-employee
1994, she served as the Deputy Mayor director receives a grant of
for Public and Community Affairs in the 3,500 stock options. These
Office of the Mayor of the City of New options vest after 12 months.
York. Dr. Brown also serves on the board Effective for the 2007 — 2008
of directors of Polo Ralph Lauren term commencing at the 2007
Corporation and the PAXAR Annual Meeting, the annual
Corporation. stock option grant will be
discontinued. Annual
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, Mr.
Doyle was Executive Vice 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. 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 position he held since 1981.
Mr. Hall 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.
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 Product Associations
from 2002 to 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 that,
Mr. Paquette held positions with
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 Executive, Marine Systems from
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.
st, W. Henson Moore, Joseph F. Paquette, Jr. (Chair), James D. Woods
own, John R. Hall (Chair), James D. Woods
Michael H. Armacost, James D. Woods (Chair)
ommittee: Joyce F. Brown, W. Henson Moore (Chair), Joseph F. Paquette, Jr.
Last
Updated/
Source
2007 Proxy
Report
United Therapeutics Corp. 1110
Spring Street Silver Spring, MD
20910 www.unither.com (301)
608-9292
Number of
Public or Number of Names of
Female Age/Term/Expiration Business Background Information
Private Directors Directors
Directors
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 Department of
Biochemistry at the University of
Oxford. Professor Dwek has been
serving in various positions at the
University of Oxford since 1966. In
1988, Professor Dwek was the
63/ Director since
Public 8 0 Raymond Dwek scientific founder of Oxford
2002/ Expires 2008
GlycoSciences PLC, which was
publicly traded on the London Stock
Exchange and he served as a member
of its Board of Directors until its sale
in 2003. Professor Dwek and his team
at Oxford University are the
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 Operating Officer
in January 2001. Prior to 1998, Dr.
Roger Jeffs, 43/ Director since
Jeffs worked at Amgen, Inc. as
Ph.D. 2002/ Expires 2008
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
Christopher of the University of Pennsylvania‘s
41/ Director since
Patusky, J.D., Fels Institute of Government where he
2002/ Expires 2008
M.G.A. has worked 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 2001, Mr.
Christopher 42/ Director since
Causey served as the Vice President
Causey, M.B.A. 2003/ Expires 2007
for Marketing for 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
Software, Inc., a publicly traded
41/ Director since
R. Paul Gray company until the completion of a
2003/ Expires 2007
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 filed
for bankruptcy protection in 2002
subsequent to Mr. Gray‘s departure.
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 57/ Director since Kurzweil was selected as a 2002
Kurzwiel 2002/ Expires 2006 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
communications technology. She also
Martine A. represented the radio astronomy
Rothblatt, 50/ Director since interests of the National Academy of
Ph.D., J.D., 1996/ Expires 2006 Sciences‘ Committee on Radio
M.B.A. 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 published
by Ashgate in 2004.
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.
Louis W. 71/ Director since Sullivan is now President Emeritus of
Sullivan, M.D. 2002/ Expires 2006 Morehouse School of Medicine. Dr.
Sullivan 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.
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 Sulliv
Nominating and Governance Committee Members: Christopher Patusky, J.D., M.G.A (Chair), Raymond
Last
N2K Contact
Board Compensation N2K Contact Name Updated/
Number
Source
Board Membership $ 25,000. Lead
Director(1) $ 25,000. Committee
Chairmanship(2): Audit Committee $
20,000. Compensation Committee $
15,000. Nominating and Governance
Stephanie Ambrose/
Committee $ 10,000. Committee 410-277-2857 2007 Proxy
Membership(2): Ellen Fish
Audit Committee $ 10,000.
Compensation Committee $ 7,500.
Nominating and Governance Committee
$ 5,000
pher Patusky, J.D., M.G.A.
, R. Paul Gray, and Louis Sullivan, M.D.
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 of Last
Public or Number of Names of N2K Contact
Female Age/Term/Expiration Background Information Board Compensation N2K Contact Name Updated/
Private Directors Directors Number
Directors Source
Directors are eligible to
RONALD A. SEFF, M.D. has been in the private
participate in the
practice of ophthalmology since 1977. From 1977
Ronald A. 59/ Director since 2002/ Company's Non- Stephanie Ambrose/ 2007 Proxy
Public 4 0 until 1998, Dr. Seff practiced with, and was a 410-277-2857
Seff, M.D. Expires 2009 Qualified Stock Option Ellen Fish Report
senior executive of, a large medical practice with
Plan. During the
four offices in Maryland.
Company's fiscal year
ended March 31, 2006,
CARY LUSKIN has been in the retail electronic the Company paid to
50/ Director since 2002/ business since 1978. Since 1998, Mr. Luskin has each of Mr. Luskin, Dr.
Cary Luskin
Expires 2007 been President of The Big Screen Store, Inc., a Silverman, and Dr. Seff a
chain of large-screen television retail stores. $10,000 fee for annual
service as a director,
payable in cash or Shares
(computed at the closing
HOWARD SILVERMAN, PH.D. has been in the price as reported by the
Howard mental health field for over 30 years. From 1990 Amex on the date of the
65/ Director since 2002/
Silverman, to 2001, Dr. Silverman was Vice President of payment). On March 23,
Expires 2007
Ph.D Magellan Health Service, and since 2001 he has 2006, each outside
served as a consultant in the field. Director received an
option to purchase 3,000
Shares at an exercise
HARVEY B. GROSSBLATT was Chief price of $21.45 per
Financial Officer of the Company from 1983 until share, issued in
August 2004, Secretary and Treasurer of the accordance with the
Harvey B. 61/ Director since 1996/
Company from 1988 until August 2004, Chief Company's Non-
Grossblatt Expires 2008
Operating Officer of the Company from April Qualified Stock Option
2003 through August 2004, and Chief Executive Plan.
Officer since 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 Dr. Silverman.
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
James B.
43/ Director since 2004
Public 7 0 Tananbaum,
/ Expires 2010
M.D., Ph.D.
43/ Director since 2004
David Ramsay
/ Expires 2010
H. Thomas 54/ Director since 2006/
Watkins Expires 2010
Dr. Argeris N. 54/ Director since 2003/
Karabelas Expires 2008
Richard W. 65/ Director since 2005/
Dugan Expires 2008
Brian K. Halak, 35/ Director since 2004/
Ph.D. Expires 2008
Mihael H.
47/ Director since 2003/
Polymeropoulos,
Expires 2008
M.D.
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 W
Nominating Committee: Dr. Argeris N. Karabelas, Brian K. Halak, Ph.D. (Chair), H. Thomas Watkins
VANDA PHARMACEUTICALS INC.
9605 Medical Center Drive, Suite 300
Rockville, Maryland 20850
Telephone: 240.599.4500
Facsimile: 301.294.1900
www.vandapharma.com
N2K Contact
Background Information Board Compensation N2K Contact Name
Number
On December 19, 2005,
Dr. Tananbaum has served as a Managing
our Board of Directors
Partner of Prospect Venture Partners II, a
adopted a compensation
dedicated life science venture fund group
program for outside
which he co-founded in 2000. Prior to co-
directors. Pursuant to this
founding Prospect Venture Partners, he co-
program, each member of
founded and served as Chief Executive
our Board of Directors
Officer of Theravance, Inc. from 1997 to
who is not our employee
2000. Dr. Tananbaum also served as a
receives a $25,000 annual
Partner at Sierra Ventures, from 1993 to
fee as well as $2,500 for
1997. Dr. Tananbaum cofounded GelTex
each board meeting
Pharmaceuticals, Inc. in 1991. He is an
attended in person ($1,250
officer of the Young Presidents‘ Stephanie Ambrose/
for meetings attended by 410-277-2857
Organization, Golden Gate Chapter and a Ellen Fish
telephone). The Chairman
member of the World Economic Forum and
of the Board of Directors
the Harvard-MIT Health Science and
receives an additional
Technology Visiting Committee. Dr.
annual fee of $10,000, and
Tananbaum serves as a director of numerous
the chairman of each
public and private healthcare companies,
committee of the Board of
including Cogentus Pharmaceuticals, Inc.,
Directors receives an
Jazz Pharmaceuticals, Inc., PathWorks, Inc.
additional annual fee of
and Novavax, Inc. Dr. Tananbaum holds a
$2,000. Each director
bachelor‘s degree and a B.S.E.E. from Yale
receives $1,000 for each
University and an M.D. and an M.B.A. from
meeting of any committee
Harvard University.
of the Board of Directors
attended in person or by
Mr. Ramsay has served as a Partner of Care
telephone. Under the
Capital, LLC, which he co-founded in 2000.
director compensation
Prior to founding Care Capital, Mr. Ramsay
program adopted on
served as a Managing Director of the Rhône
December 19, 2005, each
Group, LLC, from 1997 to 2000 and co-
member of our Board of
founded Rhône Capital, LLC, a private
Directors who is not our
equity investment fund. Mr. Ramsay
employee and who is
previously worked at Morgan Stanley
elected after December 19,
Capital Partners. Mr. Ramsay holds an A.B.
2005 initially receives a
in Mathematics from Princeton University
nonstatutory option to
and an M.B.A. from the Stanford University
purchase 35,000 shares of
Graduate School of Business.
our Common Stock upon
Mr. Watkins has served as the President and
Chief Executive Officer of Human Genome
Sciences, Inc. and as a member of its board
of directors since 2004. Prior to his tenure at
Human Genome Sciences Inc., Mr. Watkins
served as President of TAP Pharmaceutical
Products, Inc. Mr. Watkins previously held a
series of executive positions over the course
of nearly twenty years with Abbott
Laboratories. Mr. Watkins also serves on the
Board of Trustees of the College of 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
Strategic Marketing, from 1981 to 1998. He
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
& Young, LLP in September 2002. Mr.
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 Ventures, from 2000
to 2001. Dr. Halak 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.
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
Mapping Section, Laboratory of Genetic
Disease Research, National Human 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.
Chair), Brian K. Halak, Ph.D., David Ramsay
N. Karabelas (Chair), James B. Tananbaum, M.D., H. Thomas Watkins
Karabelas, Brian K. Halak, Ph.D. (Chair), H. Thomas Watkins
Last
Updated/
Source
2007 Proxy
Report
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
49/Director since
Public 7 0 Gary Golding
2000/Expires in 2006
57/Director since 2000
Richard Moore
/Expires in 2006
50/Director since
Michael Bronfein
2001/Expires in 2007
45/Director since
Robert Lentz
1992/Expires in 2007
57/Director since
Kevin Burns
2000/Expires in 2008
52/Director since
Ronald Kaiser
2005/Expires in 2008
45/Director since
Richard Rudman
1992/Expires in 2008
Audit Committee: Messrs. Kaiser, Golding and Bronfein
Compensation Committee: Messrs. Bronfein, Burns and Golding
VOCUS, INC.
4296 Forbes Boulevard
Lanham, Maryland 20706
301.459.2590
www.vocus.com
Business Background Information Board Compensation N2K Contact Name
Gary Golding, 49, has been a member of our We pay each non-employee
Board of Directors since January 2000. Mr. director an annual retainer of
Golding has been a general partner with Edison $12,000, and a fee per meeting
Venture Fund, a venture capital fund, since attended of $1,000 for each board
November 1997. Mr. Golding also serves on the meeting of four hours or more
Nancy Sloane
boards of directors of several privately held attended in person, and $500 for
companies. Mr. Golding holds a B.A. degree in each board meeting of less than
management from Boston College and a Masters four hours attended in person and
degree in Urban and Regional Planning from the each board meeting in which the
University of Pittsburgh. director participates
Richard Moore, 57, has been a member of our telephonically. We may also pay a
Board of Directors since January 2000. Mr. similar fee for attending
Moore has been an independent consultant since committee meetings, depending
February 2006. From November 2003 to on factors such as the length and
November 2005, Mr. Moore served as Vice significance of the meetings. The
President, Marketing and Vice President, chairperson of the Audit
Worldwide Sales for BNX Systems, Inc., a Committee receives an additional
software provider. From March 1999 to annual retainer of $10,000, and
November 2003, Mr. Moore was Chief the chairperson of each other
Marketing Officer, Office of the President of standing committee receives an
Cyveillance, Inc., a software service provider for additional annual retainer of
online risk monitoring and management. Mr. $3,000.
Moore holds a B.A. degree in communications
from the University of Maryland.
Michael Bronfein, 50, has been a member of our
Board of Directors since June 2001. Mr.
Bronfein has been a managing partner of
Sterling Venture Partners, a private equity
investor, since 1999. Mr. Bronfein co-founded
NeighborCare, a provider of pharmacy services
to the long-term care marketplace, in 1980 and
served as its Chairman and Chief Executive
Officer until 1999. Mr. Bronfein also serves on
the boards of directors of several privately held
companies. Mr. Bronfein holds a B.S. degree in
accounting from the University of Baltimore and
is a Certified Public Accountant.
Robert Lentz, 45, co-founded Vocus and has
served as our Chief Technology Officer since
1992. Mr. Lentz has been a member of our
Board of Directors since 1992. Prior to joining
Vocus, Mr. Lentz served as President of
Dataway Corporation, a software development
company.
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 Software), a software
company, in 1982 and 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 2002 to January
2003, Mr. Kaiser was self-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
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, a privately held
real estate development and 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.
Kaiser, Golding and Bronfein
: Messrs. Bronfein, Burns and Golding
N2K Contact Last
Number Updated
443-524-8128 2007 Proxy
Number of
Public or Number of
Female Names of Directors Age/Term/Expiration
Private Directors
Directors
67/ Director since 1997/
Public 8 1 John M. Derrick, Jr.
Expires 2009
60/ Director since 2000/
Charles T. Nason
Expires 2009
69/ Director since 1994/
Edmund B. Cronin, Jr.
Expires 2010
64/ Director since 1998/
John P. McDaniel
Expires 2010
75/ Director since 1987/
David M. Osnos
Expires 2010
Thomas Edgie Russell, 65/ Director since 2006/
III Expires 2009
57/ Director since 2006/
Edward S. Civera
Expires 2008
66/ Director since 1999/
Susan J. Williams
Expires 2008
The Committee members are Chairman McDaniel, Messrs. Derrick, Osnos and Russell and Ms. Willi
The Compensation Committee met 6 times in 2006. Committee members are Chairman Nason, Messr
Ms. Williams.
The Committee members are Chairman Derrick, Messrs. McDaniel, Nason, Civera and Rus
WASHINGTON REAL ESTATE
INVESTMENT TRUST
6110 Executive Boulevard,
Suite 800
Rockville, Maryland 20852
Telephone 301-984-9400
Website www.writ.com
Background Information Board Compensation N2K Contact Name
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 CEO from 1999
until July 2003, and Chairman until May
2004. In August 2002, PEPCO became
Pepco Holdings, Inc. From 1992 until
1997, he served as President and Chief
Operating Officer. Mr. Derrick is a
member of the Institute of Electrical and Stephanie Ambrose/ Ellen
For 2006, the seven non-officer Fish
Electronic Engineers, the National
Trustees of the Trust received
Society of Professional Engineers and the
an annual retainer of $25,000
Washington Society of Engineers. He is
plus $1,000 per committee
past Chairman of the United States
meeting. In addition, each
Energy Association and he has served as a
nonofficer Trustee received an
Director of the United States Chamber of
annual grant of $30,000 in
Commerce, a trustee of the Federal City
restricted Shares which vested
Council
immediately. Committee Chairs
and Chairman of the Greater Washington
received additional retainers as
Initiative. He is past Chairman of the
follows: Audit Committee
Maryland Chamber of Commerce and the
$7,500; Corporate
Greater Washington Board of Trade.
Governance/Nominating
Committee, $3,000; and
Compensation Committee,
$3,000. Audit Committee
members were also paid an
additional retainer of $3,750.
The Trust has approved a non-
qualified deferred
compensation plan for the
Trustees. The plan allows a
Trustee to defer a percentage of
his or her cash compensation.
restricted Shares which vested
immediately. Committee Chairs
received additional retainers as
follows: Audit Committee
$7,500; Corporate
Governance/Nominating
Mr. Charles T. Nason is retired Chairman Committee, $3,000; and
and CEO of The Acacia Group, including Compensation Committee,
Acacia Life, Acacia Federal Savings Bank $3,000. Audit Committee
and the Calvert Group LTD. He served members were also paid an
Acacia from 1977 to 2005, including additional retainer of $3,750.
being CEO from 1988 to 2003. The The Trust has approved a non-
Acacia Group is a Washington D.C. based qualified deferred
financial services organization with assets compensation plan for the
under management in excess of $13 Trustees. The plan allows a
billion. Mr. Nason is a past director of Trustee to defer a percentage of
The Greater Washington Board of Trade his or her cash compensation.
and The Federal City Council. He
currently serves as a Director of MedStar,
Inc. and is a member of The Economic
Club of Washington. He is also Vice-
Chairman of the Board of Trustees of
Washington and 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. 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
institutional real estate services. Mr.
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 Washington Board of Trade, a
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. David M. Osnos is of-counsel with
Arent Fox PLLC (legal counsel to the
Trust) and has been an attorney with the
firm since 1956. His principal areas of
practice include real estate, tax, securities,
corporate, estate planning and sports law.
He is a Director or Trustee of numerous
organizations including EastGroup
Properties (real estate investment trust),
VSE Corporation (engineering) and
Washington Wizards Basketball Club.
Mr. Thomas Edgie Russell, III is
President and a Director of Partners
Realty Trust, Inc., a private real estate
company which was previously 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-
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 Transportation. She also played a
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.
n McDaniel, Messrs. Derrick, Osnos and Russell and Ms. Williams.
mes in 2006. Committee members are Chairman Nason, Messrs. Osnos and Civera and
rman Derrick, Messrs. McDaniel, Nason, Civera and Russell.
Last
N2K Contact
Updated/
Number
Source
2007 Proxy
410-277-2857
Report
Number of
Public or Number of Names of
Female Age/Term/Expiration
Private Directors Directors
Directors
Noah A. Samara 49/Director since
Public 7 0 inception/Expires in
2008
Kassahun Kebede 49/Director since 2005
/Expires in 2009
James R. Laramie 56/Director since 1990/
Expires in 2009
Charles McC.
Mathias 83/Director since 2000/
Expires in 2009
Dr. Frank-Jürgen 40/ Nominee/ Expires
Richter 2010
Dr. Michael 66/Director since
Nobel 2001/Expires in 2010
William
63/Director since
Schneider, Jr.
2005/Expires in 2008
Audit Committee: Messrs. Kebede, Laramie and Schneider
Compensation Committee: Messrs. Kebede and Schneider
Governance and Nominations Committee: Messrs. Kebede, Kemp and Nobel
WorldSpace Incorporated
8515 Georgia Avenue
Silver Spring, MD 20910
(301) 960-1200
www.worldspace.com
Business Background Information Board Compensation N2K Contact Name
Noah A. Samara has served as the Chairman, Each of our non-employee
President and Chief Executive Officer of directors receives an annual
WorldSpace and its predecessors since retainer of $100,000, payable
inception. Mr. Samara has been involved in the quarterly. We do not provide
development of both geostationary and low earth annual retainers for committee
orbit (LEO) satellite systems since the mid- membership. Under our 2005 Nancy Sloane
1980s. Mr. Samara‘s early career was in satellite Incentive Award Plan, on the date
telecommunications, first with Geostar of each annual stockholders
Corporation and later with the Washington law meeting, a non-qualified option to
firm of Venable, Baetjer, Howard & Civiletti. purchase 25,000 shares of our
Class A Common Stock is granted
Mr. Kebede is the founder and managing partner to each of our non-employee
of PANTON Capital Group, a New York based directors who has served on our
credit arbitrage hedge fund established in board for at least six months. Each
February 2004. From 1995 to 2004, Mr. Kebede of these options is granted at an
worked at Deutsche Bank in a number of exercise price equal to the fair
positions, ending as the head of a bank-wide market value of our Class A
management task force concerned with Common Stock on the date of
measuring, assessing and reducing the bank‘s grant and vests annually in three
exposures (trading and loans) in Latin America. equal installments over a period of
Previously, Mr. Kebede worked in the Global three years. Pursuant to the 2005
Markets Division focusing on the bank‘s Incentive Award Plan, on May 10,
exposure in Asia and Latin America. Mr. 2006, we granted non-qualified
Kebede also served as the head of equity options to purchase 25,000 shares
derivatives and a member of the division‘s of our Class A Common Stock at
Management and Commitment Committees. He an exercise per share of $6.27 to
originally joined Deutsche Bank in 1995 as head each of Messrs. Kebede, Kemp,
Mr. Laramie also served as the General Counsel Laramie, Mathias, Nobel and
of WorldSpace‘s predecessor from November Schneider. The awards vest
1995 to 1998. Mr. Laramie is the President of annually in three equal
Laramie & Associates, a management consulting installments beginning May 10,
company. From February 2002 to April 2004, 2007.
Mr. Laramie served as the Chairman of Freeport
Technologies, Inc., a company that provides
collaborative conferencing systems for business
development and management.
2007.
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
Relations, Judiciary, Appropriations and
Intelligence Committees. Prior to being 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
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. Richter served
as Director of the World Economic Forum in
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
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
ebede, Laramie and Schneider
Messrs. Kebede and Schneider
ns Committee: Messrs. Kebede, Kemp and Nobel
N2K Contact Last
Number Updated
443-524-8128 2007 Proxy