AMERICAN CAPITAL
STRATEGIES, LTD. 2 BETHESDA
METRO CENTER, 14th FLOOR
BETHESDA, MARYLAND 20814
www.americancapital.com
(301) 951-6122
Number
Number Last
Public or of
of Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private Female
Directors Source
Directors
Mr. Harper has served as Chairman
From January 1, 2007,
of US Investigations Services, Inc., a
through June 30, 2007, non-
private investigations company,
employee directors were
since 1996. From 1996 to 2005, he
paid a retainer for service
was also the Chief Executive Officer
on the Board of Directors at
and President of US Investigations
the rate of $75,000 per
Services, Inc. From 1991 to 1994,
year, with the lead director
64/ Director since 1997/ Mr. Harper served as President of
Public 7 1 Philip R. Harper and members chairing a 2008 Proxy
Expires 2009 Wells Fargo Alarm Services. From
committee receiving an
1988 to 1991, Mr. Harper served as
additional retainer at the
President of Burns International
rate of $10,000 per year. In
Security Services—Western
addition, from January 1,
Business Unit. Mr. Harper served in
2007, through June 30,
the U.S. Army from 1961 to 1982,
2007, non-employee
where he commanded airborne
directors received a fee of
infantry and intelligence units.
$2,500 for attending Board
or committee meetings and
certain other meetings, with
approval of the Chairman.
As of July 1, 2007, the
annual retainer was
increased to $100,000 and
the per meeting fee was
increased to $3,000. In
addition, non-employee
directors received a fee
from us for each American
Capital portfolio company
board of directors on which
they served, in lieu of any
payment by the portfolio
company. For such
rate of $10,000 per year. In
addition, from January 1,
2007, through June 30,
2007, non-employee
directors received a fee of
$2,500 for attending Board
or committee meetings and
Mr. Peterson has been Chief
certain other meetings, with
Executive Officer of Columbia
approval of the Chairman.
Ventures Corporation, a firm holding
As of July 1, 2007, the
interests in businesses in the
annual retainer was
international aluminum smelting,
increased to $100,000 and
Kenneth D. 55/ Director since 2001/ aluminum fabrication and finishing
the per meeting fee was
Peterson, Jr. Expires 2009 and other industries, since 1988. He
increased to $3,000. In
is a member of the Board of
addition, non-employee
Directors of International Aluminum
directors received a fee
Corporation, Washington Institute
from us for each American
Foundation and Cogent
Capital portfolio company
Communications Group, Inc.
board of directors on which
Mr. Wilkus founded the Company in they served, in lieu of any
1986 and has served as the payment by the portfolio
Company‘s Chief Executive Officer company. For such
and Chairman of the Board of companies that are not
Directors of the Company since that public, that fee is set at the
56/ Director since 1986/ time, except for the period from 1997 rate of $30,000 per year.
Malon Wilkus
Expires 2009 to 1998 during which he served as For such companies that
Chief Executive Officer and Vice are public that fee is based
Chairman of the Board of Directors. on the fee payable by the
From 1986 to 1999, he served and company to its other
since 2001 he has served as directors.
President.
Mr. Hahl is a general business
consultant. He was President of The
Weitling Group, a business
consulting firm, from 1996 to 2001.
From 1995 to 1996, Mr. Hahl served
59/ Director since 1997/
Neil M. Hahl as Senior Vice President of the
Expires 2009
American Financial Group. From
1982 to 1995, Mr. Hahl served as
Senior Vice President and Chief
Financial Officer of Penn Central
Corporation.
Mr. Lundine has served as Of
Counsel of the law firm of Sotir and
Goldman and as Executive Director
of the Chautauqua County Health
Network since 1995. From 1987 to
1994, he was the Lieutenant
69/ Director since 1997/ Governor of the State of New York.
Stan Lundine
Expires 2009 From 1976 to 1986, Mr. Lundine
served as a member of the U.S.
House of Representatives. Mr.
Lundine is a Director of US
Investigations Services, Inc.,
National Forge Company and John
G. Ullman and Associates, Inc.
Ms. Baskin has been Managing
Director of the Ansley Consulting
Group, a retained executive search
firm, since 1999. From 1997 to 1999,
Ms. Baskin served as Partner of
Quayle Partners, a start-up
consulting firm that she helped
57/ Director since 2000/ found. From 1996 to 1997, Ms.
Mary C. Baskin
Expires 2009 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
68/ Director since 2007/
John A. Koskinen of Duke University and President of
Expires 2009
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
71/ Director since 1998/
Alvin N. Puryear there since 1970. He is a Director of
Expires 2009
the North Fork Bank and North Fork
Bancorporation. He is also a
member of the Board of Directors of
the Bank of Tokyo- Mitsubishi Trust
Company.
Members of the Executive Committee are Messrs. Harper, Puryear and Wilkus. Mr. Wilkus serves as Chairman.
The Audit and Compliance Committee is currently composed of Ms. Baskin and Messrs. Hahl, and Koskinen. Mr. Hahl serves as Chairman.
Compensation and Corporate Governance Committee: Messrs. Harper, Lundine and Puryear. Mr. Harper serves as Chairman.
The Adams Express Company
Seven St. Paul Street
Baltimore, Maryland 21202
http://www.adamsexpress.com/ (410)
752-5900
Number
Number Last
Public or of Names of
of Age/Term/Expiration Background Information Board Compensation Updated/
Private Female Directors
Directors Source
Directors
Professor of Finance and Economics, During 2007, each director
formerly, Vice Dean of Academic Affairs who is not an interested
67/ Board member since of the Graduate School of Business, person, except for Mr.
Public 10 2 Enrique R. Arzac 1983/ Until successor Columbia University. Director of Petroleum Emerson, received an annual 2008 Proxy
elected & Resources Corporation* and Credit Suisse retainer fee of $10,000 and a
Asset Management Funds (8 funds) fee of $1,000 for each Board
(investment companies). meeting attended. Mr.
Emerson, who is the Lead
President & CEO of International Trade
Director for the Board,
Solutions, Inc. (consultants).
received an annual retainer
Formerly, President of Columbia College,
fee of $13,000 and a fee of
Columbia, South Carolina, and Vice
65/ Board member since $1,000 for each Board
Phyllis O. President of Warnaco Inc. (apparel).
2003/ Until successor meeting attended. All
Bonanno Director of Borg-Warner Inc. (industrial),
elected members of each
Mohawk Industries, Inc. (carpets and
Committee, except executive
flooring), and Petroleum & Resources
officers and/or interested
Corporation. Also on Board of Advisors for
persons, receive an
APTE, Inc. (software).
additional annual retainer fee
51/ Board member since Senior Vice President and Chief Financial of $1,500 for each committee
Kenneth J. Dale 2008/ Until successor Officer of The Associated Press. Director of membership and a fee of
elected Petroleum & Resources Corporation. $500 for each committee
meeting attended; the
Chairperson of each
committee, except for the
Executive Committee,
receives an additional fee of
$500 for each committee
meeting attended. The total
amount of fees paid to the
independent directors in
2007 was $234,250. In
addition, following each
annual meeting of
stockholders, each non-
officers and/or interested
persons, receive an
additional annual retainer fee
of $1,500 for each committee
membership and a fee of
$500 for each committee
Retired Executive Vice President of NYNEX meeting attended; the
Corporation (communications), Chairperson of each
retired Chairman of the Board of both committee, except for the
NYNEX Information Resources Co. and Executive Committee,
84/ Board member since receives an additional fee of
NYNEX Mobile Communications Co.
Daniel E. Emerson 1982/ Until successor $500 for each committee
Previously, Executive Vice President and
elected meeting attended. The total
Director of New York Telephone
Company. Presently, Chairman, The amount of fees paid to the
National YMCA Fund, Inc., and Director of independent directors in
Petroleum & Resources Corporation. 2007 was $234,250. In
addition, following each
Private Investor, formerly Managing Director annual meeting of
and head of the Mergers and Acquisitions stockholders, each non-
56/Board member since employee director who is
Frederic A. Research and Financial Advisory Services
2006/ Until successor elected or re-elected at that
Escherich Departments with J. P. Morgan.
elected annual meeting receives 750
Director of Petroleum & Resources
Corporation. restricted stock units.
President & CEO of GF Energy, LLC
(consultants to electric power companies).
Formerly, member of management group,
62/Board member since
PA Consulting Group (energy consultants).
Roger W. Gale 2005/Until successor
Director of Petroleum & Resources
elected
Corporation, Ormat Technologies, Inc.
(geothermal and renewable energy), and
U.S. Energy Association.
Financial Advisor. Formerly, Chairman of the
Board and Chief Executive Officer of
Greiner Engineering Inc. (formerly Systems
Planning Corp.) (consultants). Formerly,
87/ Board member since
Thomas H. Treasurer and Chief Investment Officer of
1968/ Until successor
Lenagh the Ford Foundation (charitable foundation).
elected
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
57/ Board member since Executive Education, Graduate School of
Kathleen T.
2003/ Until successor Business, Columbia University. Formerly,
McGahran
elected Associate Dean and Director of Executive
Education and Associate Professor,
Columbia University. Director of Petroleum
& Resources Corporation.
Chairman of the Board and Chief Executive
61/ Board member since Officer of the Company since April 1, 1991.
Douglas G. Ober 1989/ Until successor Chairman of the Board, President and Chief
elected Executive Officer and Director of Petroleum
& Resources Corporation (1).
President, Williston Consulting LLC
(consultants to pharmaceutical and
biotechnology industries). Formerly,
Chairman, President & CEO of Guilford
62/Board member since
Pharmaceuticals
Craig R. Smith 2005/Until successor
(pharmaceutical and biotechnology).
elected
Director of Petroleum & Resources
Corporation, LaJolla
Pharmaceutical Company, and Depomed,
Inc. (specialty pharmaceuticals).
Messrs. Escherich, Lenagh, and Smith and Ms. McGahran are the members of the Audit committee
Messrs. Emerson, Escherich, Gale, and Lenagh constitute the membership of the Board‘s standing Compensation
Messrs. Arzac, Emerson, Gale, Ober, and Ms. Bonanno constitute the membership of the Board‘s standing Executive Committee
Messrs. Arzac, Emerson, Gale, and Ms. Bonanno constitute the membership of the Nominating and Governance Committee
Argan, Inc.
One Church Street, Suite 401
Rockville, MD 20850
301-315-0027
www.arganinc.com
Number
Number Last
Public or of Names of
of Age/Term/Expiration Background Information Board Compensation Updated/
Private Female Directors
Directors Source
Directors
Mr. Bosselmann was a Director
and Vice Chairman of the Board
from January 2003 to May 2003.
Mr. Bosselmann was Chairman of
the Board, Chief Executive Officer
and a Director of Arguss Effective February 1,
Communications, Inc. (―Arguss‖), a 2008, each non-
telecommunications infrastructure employee director of the
company listed on the New York Company receives an
Stock Exchange, from 1996 annual fee of $20,000,
through 2002 and President of plus $300 for each
65/ Director since
Rainer H. Arguss from 1997 through 2002. formal meeting
Public 7 0 2003/ Until successor 2008 Proxy
Bosselmann Since 1996, Mr. Bosselmann has attended. Members of
elected
served as a principal with Holding the Audit Committee
Capital Group, Inc., a firm receive an additional
engaged in mid-market annual fee of $5,000.
acquisitions and investments. Directors are also
From 1991 through 1995, Mr. reimbursed for
Bosselmann served as Vice reasonable expenses
Chairman of the Board and actually incurred in
President of Jupiter National, Inc. connection with
("Jupiter National"), a business attending each formal
development company listed on meeting of the Board of
the American Stock Exchange. Directors or any
committee thereof.
Directors are also
eligible for the award of
options to purchase
shares of our common
stock.
reasonable expenses
actually incurred in
connection with
attending each formal
meeting of the Board of
Directors or any
committee thereof.
Mr. Crumpton has been Chairman
Directors are also
of the Crumpton Group since
eligible for the award of
February 2007. He was
options to purchase
Ambassador-at-Large for
shares of our common
51/ Director since Counterterrorism at the United
Henry A. stock.
2008/ Until successor States Department of State from
Crumpton
elected August 2005 to February 2007. Mr.
Crumpton was Chief of the
National Resources Division at the
Central Intelligence Agency from
2003 to August 2005.
Mr. Jordan has been Chairman of
Afton Holdings, LLC, a private
equity firm, since 2000. Mr. Jordan
63/ Director since was a co-founder of Perot
DeSoto S.
2003/ Until successor Systems Corporation and served
Jordan
elected as an officer from 1988 to 1999
and as a Director since February
2004. Mr. Jordan was a Director of
Arguss from 1999 through 2002.
Mr. Leimkuhler has been General
Counsel and Director of Business
Development of Paice
Corporation, a privately held
developer of hybrid electric
powertrains, since 1999. From
1994 through 1999, he held
various positions with Allen &
Company LLC, a New York
investment banking firm, initially
56/ Director since serving as the firm‘s General
William F.
2007/ Until successor Counsel. Prior to that, Mr.
Leimkuhler
elected Leimkuhler was a corporate
partner with the New York law firm
of Werbel & Carnelutti (now Heller
Ehrman White & McAuliffe). Mr.
Leimkuhler is a Director of
Speedus Corp. (NASDAQ: SPDE),
Integral Systems, Inc. (NASDAQ:
ISYS) and U.S. Neurosurgical, Inc.
(OTCBB: USNU), and also serves
on the Board of a number of
privately held companies.
In 1997, Mr. Levinson founded
Main Street Resources, a niche
sponsor of private equity
transactions, and has been its
managing partner. Since 1998, Mr.
47/ Director since
Daniel A. Levinson has been President of
2003/ Until successor
Levinson MSR Advisors, Inc. From 1988 to
elected
1997, Mr. Levinson was one of the
principals of Holding Capital
Group. Mr. Levinson was also a
Director of Arguss from 2000
through 2002.
Since January 2003, Mr. Mitchell
has been Chairman of the Board
and Chief Executive Officer of
Network Solutions, Inc. which is
engaged in the creation, marketing
and management of digital identity
and web presence products. From
August 2001 to 2003, Mr. Mitchell
was Executive Vice President and
General Manager, Mass Markets
Division, of VeriSign Inc. which is a
W.G. 61/ Director since
provider of critical Internet
Champion 2003/ Until successor
infrastructure services. From May
Mitchell elected
1999 to March 2000, Mr. Mitchell
was Chairman, President and
Chief Executive Officer of
Convergence Equipment
Company, a telephony switch
manufacturer. From February
1997 until May 1999, Mr. Mitchell
was Chairman and Chief
Executive Officer of Global
Exchange Carrier Co., an Internet
telephone networking company.
Mr. Quinn is currently a Managing
Director of Allen & Company LLC,
an investment banking firm. Since
1982, Mr. Quinn has served in
50/ Director since various capacities at Allen &
James W.
2003/ Until successor Company LLC and its affiliates,
Quinn
elected including head of the Corporate
Syndicate Department and Chief
Financial Officer. Mr. Quinn served
as a Director of Arguss from 1999
through 2002.
Audit Committee: DeSoto S. Jordan, William F. Leimkuhler (Chairman), W.G. Champion Mitchell
Compensation Committee: DeSoto S. Jordan (Chairman), William F. Leimkuhler, James W. Quinn
Nominating Committee: DeSoto S. Jordan, W.G. Champion Mitchell, James W. Quinn (Chairman)
Annapolis Bancorp, Inc.1000
Bestgate Road, Suite 400
Annapolis, Maryland 21401
(410) 224-4455
www.bankannapolis.com
Number
Number Last
Public or of
of Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private Female
Directors Source
Directors
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 The Company pays no
in Anne Arundel County for 30 years. board or committee fees.
Walter L. Bennett, 51/ Director since 2005/ He currently owns and operates Directors of the Bank
Public 11 1 2008 Proxy
IV Expires 2009 Hartley Marine, Inc. and South River received fees for each
Marina in Edgewater, Maryland. Mr. board and committee
Bennett is a current member and meeting attended in 2005 in
past president of the Washington the amount of $400 per
Area Marine Dealers Association Board of Directors meeting,
and a current member of the Marine $325 per Audit Committee
Trades Association of Maryland. meeting and $250 per other
committee meeting. Each
director also received an
annual retainer of $5,000
paid in quarterly
installments. Mr. R. Lerner
received no fees for
attendance at board or
committee meetings as he
is a full-time employee of
the Bank.
board and committee
meeting attended in 2005 in
the amount of $400 per
Board of Directors meeting,
$325 per Audit Committee
meeting and $250 per other
committee meeting. Each
Mr. Heim is a Certified Public
director also received an
Accountant who has been in practice
annual retainer of $5,000
since December 1975 and is past
paid in quarterly
President of the Maryland
installments. Mr. R. Lerner
Association of CPAs. Mr. Heim is
received no fees for
also currently a member of the
attendance at board or
54/ Director since 2000/ American Institute of CPAs and the
F. Carter Heim committee meetings as he
Expires 2009 Annapolis and Anne Arundel
is a full-time employee of
Chamber of Commerce. Mr. Heim is
the Bank.
President of HeimLantz Business
and Tax Services, Inc. Prior to
establishing his own firm, Mr. Heim
was Executive Vice President of
Hammond-Heim, Chartered.
Mr. Baldwin is President and CEO of
Reliable Contracting Company, Inc.
an Anne Arundel county based site
work and road and highway
construction company. Mr. Baldwin
was recently recognized with the
2007 Ernst and Young Entrepreneur
of the Year® Award in the
44/ Director since 2008/
Joseph G. Baldwin Construction and Contracting
Expires 2011
Services category. Mr. Baldwin has
previously served on the Boards of
the Community Bank of Maryland
located in Bowie, Maryland and F&M
Bank of Maryland headquartered in
Bethesda, Maryland. Mr. Baldwin
has been a Director of the Bank
since January 2008.
Mr. Culp currently serves in a
consulting capacity to the restaurant
industry and is involved in several
businesses through his company,
Culp Enterprises, LLC. Mr. Culp has
an extensive background in hotel
and restaurant management dating
back to the 1970s. Mr. Culp founded
Davco Food, Inc., which grew to be
the largest Wendy‘s restaurant
65/ Director since 2004/
Clyde E. Culp, III franchise in the world, and served as
Expires 2009
its Chairman and CEO until it was
sold in 1987. During his career, Mr.
Culp served as Chief Operating
Officer of Holiday Inns, President
and CEO of Embassy Suites Hotels
and Long John Silvers, and most
recently as Chairman of Captains
D‘s restaurant chain. Mr. Culp is a
resident of Annapolis and serves on
the boards of several non-restaurant
companies.
Ms. Ehrlich, an attorney, is the
former First Lady of the State of
Maryland. A resident of Annapolis,
Ms. Ehrlich worked in various
capacities at Comcast Cable
between 1997 and 2007. Prior to
joining Comcast, Ms. Ehrlich worked
46/ Director since 2007/ for five years as a prosecutor with
Kendel S. Ehrlich
Expires 2009 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
56/ Director since 1997/ Maryland, District of Columbia, Anne
Stanley J. Klos, Jr.
Expires 2009 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
48/ Director since 1999/ development and construction
Richard M. Lerner
Expires 2009 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
75/ Director since their than 2,800 apartment units. Mr.
Lawrence E. Lerner
inception/ Expires 2010 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
Lawrence W. 53/ Director since its
1997 as an adjunct professor of
Schwartz inception/ Expires 2010
accountancy at The George
Washington University and most
recently at George Mason University.
Mr. Schwartz has been a Director of
the Company since 1997 and a
Director of the Bank since its
inception.
Mr. Sfakiyanudis presently serves as
President and Principal of Sigma
Engineering, Inc. an Annapolisbased
civil engineering firm. Mr.
Sfakiyanudis has been with Sigma
39/ Director since 2000/
Ermis Sfakiyanudis since 1993. Mr. Sfakiyanudis is
Expires 2010
Chairman of the Board of Directors
of the Anne Arundel Economic
Development Corporation, and is
also a member of numerous
professional associations.
Dr. Solomon is a neurosurgeon
affiliated with the Anne Arundel
Medical Center, where he served
from 1999 to 2004 as Chairman of
Surgery. Dr. Solomon is also
Director of the Maryland Neurological
Institute in Annapolis and assistant
46/ Director since 2004/ professor of neurosurgery at Johns
Clifford T. Solomon
Expires 2010 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.
Messrs. Heim (Chairman), Bennett and Schwartz currently serve as members of the Audit Committee.
The Compensation Committee consists of Messrs. Klos (Chairman); Sfakiyanudis and Ms. Ehrlich.
The members of the Board of Directors who participate in the consideration of director nominees are Walter L. Bennett, IV, Clyde E. Culp, III, Kendel S. Ehrlich,
F. Carter Heim, Stanley J. Klos, Jr., Lawrence W. Schwartz, Ermis Sfakiyanudis and Clifford T. Solomon.
American Community
Properties Trust 222
Smallwood Village Center St.
Charles, MD 20602 301-
843-8600
http://www.acptrust.com/
Number Number of Last
Public or
of Female Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private
Directors Directors 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 The Company pays its
Corporation (―IGMC‖), the Trustees who are not
managing general partner of employees of the
Interstate General Company L.P. Company or any of its
(―IGC‖), the predecessor to the affiliates fees for services
Company, from 1996 to 1998 as trustees. Trustees
and from January 1997 to receive fees of $6,500 per
November 1998 was Vice quarter plus $1,400 per
Chairman, Secretary, and Chief Board meeting and an
42/ Director since Financial Officer of IGC. He has additional $500 fee for
Public 9 0 J. Michael Wilson 2008 Proxy
1997/ Expires 2010 been President and Chief each telephonic meeting.
Operating Officer of Interstate The Chairman of the Audit
Business Corporation ("IBC"), a Committee receives an
general partner of IGC, since additional $1,400 per
1994 and a Director of IBC since meeting. The Trustees
1991. He served as Vice are also reimbursed for all
President of IBC from 1991 to reasonable expenses
1994. He has been a director of incurred by them in
Wilson Securities Corporation attending Board and
since 1991, and President since committee meetings.
March 1996. He was Vice
President of Wilson Securities
Corporation from 1991 to 1996.
He has been Vice President of
Interstate Waste Technologies, a
subsidiary of IGC, since 1994
and in July 2006 was appointed
He is a registered professional
engineer specializing in real
estate evaluation and land
development. Prior to his
retirement in 1997, he was a
partner in Whitman, Requardt
and Associates, LLP ("Whitman
Requardt"), an engineering and
architectural firm from 1976
through 1997 and its managing
78/ Director since
Thomas J. Shafer partner from 1989 through 1997.
1998/ Expires 2010
He was a director of IGMC from
January 1998 to June 2000. He
is a member of the Urban Land
Institute, the American Society of
Professional Engineers and
numerous other technical
organizations. Whitman
Requardt has provided
engineering services to the
Company for over thirty years.
Prior to his retirement in 2000,
he was a Senior Audit Partner in
the San Juan Office of
PricewaterhouseCoopers, a
65/ Director since
Antonio Ginorio globally-recognized public
2001/ Expires 2009
accounting firm, for 36 years. He
has extensive audit experience
in banking, manufacturing, retail
and real estate.
Mr. Kelly has been a trustee of
the Company since March 1997
and has served as President and
Chief Operating Officer of the
Company since July 1998. Mr.
Kelly was President and Chief
Operating Officer of IGC and
IGMC from 1997 to 1998. Prior
66/ Director since
Edwin L. Kelly to that, he served as Senior Vice
1997/ Expires 2009
President and Treasurer of IGC
and Senior Vice President of
IGMC since their formation in
1986. He has served in various
executive positions with IGC and
its predecessor companies since
1974, including as a Director of
IGMC from 1986 to 1998.
Thomas E. Green is the founder
and has served since April 2008
as Principal and CEO of
Providence One Partners. Prior
to forming Providence One
Partners, Mr. Green was the
Florida Market Officer of Colonial
Properties Trust, a NYSE-listed
real estate investment trust, from
September 1999 to April 2008.
Mr. Green is a member of the
National Association of Industrial
and Office Properties‘ National
46/ Director since
Thomas E. Green Mixed-Use Forum. Mr. Green
2008/ Expires 2009
has served on the Executive
Committee of both the Economic
Development Commission of
Mid-Florida and the Seminole
Community College Foundation
since 2005. He has served on
the Board of Directors of the
Young President‘s Organization
Orlando Chapter since 2006 and
the Chairman of the Seminole
County Regional Chamber of
Commerce from July 2004 to
June 2005.
Michael E. Williamson is the
President and Chief Operating
Officer of Tropical, Inc.
40/ Director since Canada/USA (―Tropical‖), a
Michael E. Williamson
2008/ Expires 2010 position he has held since
January 1993. Tropical is a
snack food manufacturing and
distribution company.
Ross B. Levin is the sole analyst
for Arbiter Partners LP, a $400
million investment partnership
managed by Paul J. Isaac. Mr.
Levin has served Arbiter
Partners LP since June 2005.
Mr. Levin was an Equity Analyst
for Burkenroad Reports from
August 2004 through April 2005
24/ Director since where he worked on a team
Ross B. Levin
2008/ Expires 2011 responsible for publishing an
investment research report for a
publicly traded sporting goods
retailer. Prior to that, Mr. Levin
was an Agent for Hogan Group,
Inc. from May 2004 to March
2005 where he conducted land
acquisition prospecting and
research for regional and
national builders.
Since February 1997, Mr. Von
der Porten has been the
managing member of Leeward
Investments, LLC, an investment
management firm in San Carlos,
California. He has more than 20
years of experience in financial
services and investing, with
50/ Director since
Eric P. Von der Porten much of that experience focused
2008/ Expires 2011
on small capitalization stocks
and real estate investments. He
has served as a director of
Dynex Capital, Inc. since May
2002. He earned an A.B. from
the University of Chicago and an
M.B.A. from the Stanford
Graduate School of Business.
Donald J. Halldin is the co-
founder of Meridian Capital
Partners, a New York-based
investment firm, and has served
as its Vice Chairman since
January 2007 and President
from July 1994 to January 2007.
Mr. Halldin is also co-founder
and Vice Chairman of Sage
49/ Director since Administrators LLC, CWS
Donald J. Halldin
2008/ Expires 2011 Securities LLC, Meridian
Diversified Fund Management
LLC, Meridian Equipment Corp.
Inc and Meridian Fund
Management LLC. Mr. Halldin
has also been a member of The
Managed Fund YogaPulse
Wellness LLC since 2007 and is
also a member of The Managed
Fund Association.
The members of the Audit Committee are Mr. Ginorio(Chairman), Condit and Scott.
The members of the Compensation Committee are Messrs. Shafer (Chairman), Condit, Ginorio and Scott.
The members of the Nominating and Corporate Governance Committee are Messrs. Scott (Chairman), Condit, Ginorio, and Shafer.
Avalon Pharmaceuticals, Inc.
20538 Seneca Meadows Parkway
Germantown, Maryland
20876 www.avalonrx.com
(301) 556-9900
Number
Public Number Last
of Names of
or of Age/Term/Expiration Background Information Board Compensation Updated/
Female Directors
Private Directors Source
Directors
Each non-employee director received
Prior to joining Avalon, he was a an annual fee of $20,000 during 2006
Senior Scientist at Human Genome (which was increased to $30,000
Sciences, Inc., where he directed the annually effective January 1, 2007) for
company‘s gene mapping initiative service on our Board of Directors (pro
from 1993 to 1999. Dr. Carter was a rated for directors serving less than
member of a team of scientists that the full year). The Chairman of our
Kenneth C. 48/Director since 1999/
Public 8 0 identified genes involved in colon Board of Directors receives an 2008 Proxy
Carter, Ph.D. Chairman/Expires 2009
cancer that was named ―Discovery of additional $25,000 per year. Non-
the Year‖ by Science Magazine in employee directors also receive
1994. Dr. Carter holds a Ph.D. in $2,500 annually for each committee
Human Genetics from the University membership, with the Chairman of the
of Texas Medical Branch and a B.S. Audit Committee receiving an
from Abilene Christian University. additional $7,500 annually and the
Chairman of the Compensation
Dr. Kabakoff is the current President
and Chief Executive Officer of
Strategy Advisors LLC, which he
established in 2001 to provide
business and strategic advisory
services to life sciences companies.
Prior to its acquisition by Cephalon,
Inc. in June 2005, Dr. Kabakoff
served as Chairman and Chief
Executive Officer of Salmedix, Inc., a
company he co-founded in 2001 to
develop novel oncology drugs. From
1996 to September 2000, Dr.
Kabakoff held executive
management positions with Dura
David S. 60/ Director since 2006/ Pharmaceuticals, a specialty
Kabakoff, Ph.D Expires 2009 pharmaceutical company, acquired
by Elan Pharmaceuticals. Prior to
joining Dura, Dr. Kabakoff was
Chairman and Chief Executive
Officer of Corvas International, a
biopharmaceutical firm focused
oncardiovascular and inflammatory
diseases, and held senior
management positions with
Hybritech, Inc., a pioneer in the field
of monoclonal antibodies, which was
acquired by Eli Lilly & Co. in 1986.
Dr. Kabakoff received his Ph.D. in
Chemistry from Yale University and
his B.A. in Chemistry from Case
Western Reserve University. Dr.
Kabakoff serves on the Board of
Since March 2000, Dr. Kurman has
been an independent consultant to
the pharmaceutical, biotechnology
and healthcare industries
specializing in oncology and
oncology drug development. Dr.
Kurman has held management roles
in several global oncology drug
development programs, including:
Michael R. 56/Director since 2002/ Director of Clinical Research,
Kurman, M.D. Expires 2009 Oncology and Allergy for Janssen
Research Foundation; Vice
President, Clinical Research for U.S.
Biosciences Inc.; and Vice President,
Clinical and Scientific Operations
with Quintiles Transnational Corp.‘s
Oncology Therapeutics Division. Dr.
Kurman holds an M.D. from Cornell
University Medical College and a
B.S. from Syracuse University.
Since 1999, Mr. Lorimier has been
an independent consultant to the
pharmaceutical and biotechnology
industries. Mr. Lorimier has served in
leadership positions in both the
pharmaceutical and biotechnology
industries, including as Vice
President of Licensing and Vice
Bradley G. 62/Director since 1999/ President of Corporate Development
Lorimier Expires 2009 at Johnson & Johnson and as Senior
Vice President and Director of
Human Genome Sciences. He is
currently on the board of directors for
Invitrogen Corporation and was a
director of Matrix Pharmaceutical,
Inc. from December 1997 to March
2002. Mr. Lorimier received a B.S.
from the University of Illinois.
Since 1990, Dr. Royston has served
as a founding partner at Forward
Ventures and is currently Managing
Member of that firm. From 1990-
2000, he served as the founding
President and Chief Executive
Officer of the non-profit Sidney
Kimmel Cancer Center, where he
remains a member of the board of
trustees. From 1978 to 1990, he was
on the faculty of the medical school
and cancer center at the University
of California, San Diego. In 1978, Dr.
Royston was a co-founder of
Hybritech, Inc., and in 1986, he co-
Ivor Royston, 63/Director since 2000/ founded IDEC Corporation. Dr.
M.D. Expires 2009 Royston has served as the Chairman
of the Board of Directors or as a
director for numerous private and
public biotechnology companies,
including CancerVax Corporation,
TargeGen, Inc., Corautus Genetics
Inc., and Favrille, Inc. Dr. Royston
has authored over 100 scientific
publications and is a nationally-
recognized physician-scientist in the
area of cancer immunology. Dr.
Royston served as a member of the
National Cancer Institute‘s National
Cancer Advisory Board from 1996 to
2002. Dr. Royston received a B.A.
and M.D. degree from The Johns
Hopkins University and completed
Since June 2000, Dr. Scott has been
an independent consultant to several
biotechnology companies. From
March 1997 to August 1999, Dr.
Scott was the Chief Executive Officer
of Physiome Sciences, Inc., a
privately-held bioinformatics
company. Prior to that he held senior
level positions at Bristol-Myers
Squibb Company, including Senior
William A. 68/Director since 1999/ Vice President of Drug Discovery
Scott, Ph.D. Expires 2009 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
72/Director since
Alan G. and public biotechnology companies,
1999/Chairman of the
Walton, Ph.D. including Human Genome Sciences
Board/ Expires 2009
and Gene Logic Inc. He was a
professor at Case Western Reserve
University and Harvard Medical
School from 1961 to 1981 and a
member of President Carter‘s
Science Advisory Committee from
1976 to 1977. Dr. Walton holds a
Ph.D. in Physical Chemistry, a D.Sc.
in Biological Chemistry and a B.S. in
Chemistry, each from the University
of Nottingham and in 2005 received
a honorary LLD degree in recognition
of his lifetime achievement in life
sciences, also from the University of
Since 2004, Mr. Washecka has
served as the Chief Financial Officer
of Prestwick Pharmaceuticals, Inc., a
manufacturer of drugs for disorders
of the central nervous system. In
2001-2002, he served as Senior Vice
President and Chief Financial Officer
of USinternetworking, Inc.
USinternetworking, Inc. filed a
voluntary bankruptcy petition under
Chapter 11 of the Federal
bankruptcy laws in January 2002.
From 1972-2001 he served in
various capacities at Ernst & Young
LLP including as Partner from 1986-
William H. 60/Director since 2006/ 2001. At Ernst & Young LLP he
Washecka Expires 2009 established and managed the high
technology and emerging business
practice in the Mid-Atlantic area from
1986-1999. Additionally, Mr.
Washecka was a co-founder of the
Mid-Atlantic Venture Capital
Conference. He currently is a
director and member of the audit
committee of Online Resources
Corporation and Audible, Inc. Mr.
Washecka holds a BS in accounting
from Bernard Baruch College of New
York and participated in Kellogg
Advanced Management Program.
He is a CPA in Maryland, Virginia,
the District of Columbia and New
Audit Committee members are Mr. Washecka (Chairman), Mr. Van Beneden and Dr. Whitaker.
Nominating Committee members are Dr. Whitaker (Chairman), Dr. Kurman and Dr. Royston.
Compensation Committee members are Dr. Scott (Chairman), Mr. Van Beneden, Mr. Washecka, and Dr. Walton.
Bay National Corporation
2328 West Joppa Road
Lutherville, Maryland 21093
www.baynational.com
(410) 494-2580
Number
Public Number Last
of Names of
or of Age/Term/Expiration Background Information Board Compensation Updated/
Female Directors
Private Directors Source
Directors
Hugh W. Mohler serves as Pursuant to our Director Compensation
chairman, president, and chief Policy, Bay National Bank pays
executive officer. He has been a directors who are not officers or
director of Bay National Corporation employees of Bay National Corporation
since June 1999 and a director of or Bay National Bank (e.g., all directors
Bay National Bank since April 2000. other than Mr. Mohler) (―Qualified
Mr. Mohler has 36 years experience Directors‖) $300 for each attended
in the financial services industry, regularly scheduled meeting and each
holding positions in executive special meeting of the Board of
management, commercial lending Directors of Bay National Bank, and
and business development. From $150 for each attended regularly
1977 to 1999, Mr. Mohler was scheduled meeting and each special
affiliated with Mercantile Bankshares meeting of a committee of the Board of
Corporation, which is headquartered Directors of Bay National Bank.
Hugh W. 62/ Director since 1999/ in Baltimore, Maryland, most recently Qualified Directors of Bay National
Public 13 0 2008 Proxy
Mohler Expires 2009 serving as executive vice president Bank are also entitled to
with responsibility for 20 community reimbursement for their reasonable
banks in a three-state area. For 17 travel costs related to their attendance
years, from 1977 to 1994, he was at board and committee meetings, and
president of Mercantile‘s Salisbury, all directors of Bay National
Maryland-based affiliate, Peninsula Corporation and Bay National Bank are
Bank, the largest financial institution reimbursed for reasonable expenses
on Maryland‘s Eastern Shore. Earlier incurred on behalf of Bay National
he was a vice president in Corporation and Bay National Bank. In
commercial lending at First National addition, the chair of the Executive
Bank of Maryland. A native of Committee and the chair of the Audit
Baltimore, Mr. Mohler earned his Committee of the Board of Directors of
undergraduate degree in economics Bay National Bank receive an
from Loyola College of Maryland and additional $100 for each attended
his master of business regularly scheduled meeting and each
administration degree from the special meeting. The Director
Mr. Gill has served as chairman of
Curtis Engine, a Baltimore-based
locally owned and operated provider
of power solutions equipment, since
January 31, 2006. In 2003, Mr. Gill
formed Hoyt Capital, an investment
firm that provides capital and
business advising to start-up and
existing enterprises. For sixteen
years, he served as CEO of
AMERICOM, a provider of cellular
products and services. In 2000,
AMERICOM was acquired by
Solectron, a leader in the electronics
57/ Director since 2006/ manufacturing sector. Mr. Gill is an
R. Michael Gill alumnus of Towson University where
Expires 2009
he received an honorary Doctor of
Humane Letters degree in 1996. In
May 2005, he received Towson
University‘s Distinguished Alumnus
Award. Prior to transferring to
Towson University, Mr. Gill attended
Clemson University, which recently
named him to its President‘s
Advisory Board. He also serves on
the board of Corporate Printing
Solutions. In 2004, Governor Robert
L. Ehrlich, Jr. appointed Mr. Gill to a
five-year term on the Board of
Regents of the University System of
Maryland, a public system of higher
Mr. McClure is a principal in the
McClure Group, Inc, a Baltimore-
based private equity investment firm
originated in 1979. He is the former
Chairman and Co-Chief Executive of
Americom Wireless Services, Inc.,
which merged with a Fortune 200
company in 2000. McClure Group
Donald G. 64/ Director since 2000/ holdings include operations based in
McClure, Jr. Expires 2009 Texas, Florida, Colorado as well as
Maryland. Mr. McClure is the
immediate past Chairman of the
board of trustees of Loyola Blakefield
and serves on several private
company boards as well as devoting
substantial time to various civic,
charitable and educational
organizations here and in other
states.
Mr. Moore is a certified public
accountant. He received his CPA
designation twenty- seven years ago,
and is the owner and founder of the
Salisbury, Maryland accounting firm
of Moore & Company, P.A. His
professional concentration is income
tax and estate tax planning and all
facets of business consulting. Mr.
Moore received his Bachelor of
Science degree from the University
of Virginia in 1976. Currently, he
serves as Chairman of the Trustees
of the Wicomico County Pension
System, a board member of
Robert L. 54/ Director since 2001/ Salisbury-Wicomico Economic
Moore Expires 2009 Development Corporation, a board
member of the Greater Salisbury
Committee, and a member of the
Salisbury Area Chamber of
Commerce, and member of the
Finance Committee of Trinity United
Methodist Church. Mr. Moore is a
past president of the Eastern Shore
Chapter of the Maryland Association
of CPAs. In addition, Mr. Moore
served on the Board of Directors of
the Bank of Fruitland, Maple Shade
Residential Homes, Inc., and the
Holly Foundation. He was also a
member of the Executive Committee
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
H. Victor 70/ Director since 1999/
of the Stonier School of Banking at
Rieger, Jr. Expires 2009
Rutgers University. He is past
president and a current trustee of
Family and Children's Services of
Central Maryland, past treasurer and
board member of the National Flag
Day Foundation and a past vice-
president and director of the
Baltimore Junior Association of
Commerce. He is a former member
of the loan committee for the Minority
Small Business Investment
Company and a past advisory board
member of the U.S. Small Business
Administration. Mr. Rieger also is
past president of the Chesapeake
Chapter of Robert Morris Associates.
Mr. Rinnier is the owner and
president of Rinnier Development
Company, a Salisbury, Maryland
based real estate development
company, which specializes in the
development and sale or
management of resort
condominiums, multi-family
apartments, and commercial and
industrial buildings. He joined Rinnier
Development Company nearly three
William B. 66/ Director since 1999/ decades ago after his honorable
Rinnier Expires 2010 discharge from the U.S. Navy. A
native of Salisbury, Maryland, Mr.
Rinnier earned a degree in
aerospace engineering from the
Georgia Institute of Technology and
attended the Graduate School of
Business at the University of Virginia.
He is a board member of the Greater
Salisbury Committee and is past
president of the Salisbury-Wicomico
Economic Development Corporation
and the Coastal Board of Realtors.
Mr. Rommel is a certified public
accountant that, since 1974, has
been a partner in the Salisbury,
Maryland, accounting firm of Twilley,
Rommel & Stephens, P.A. Mr.
Rommel has been certified as a
valuation analyst and accredited in
business evaluation by the American
Institute of Certified Public
Accountants. A Baltimore native, Mr.
Rommel earned his undergraduate
degree from Loyola College of
Maryland. Mr. Rommel is a past
Chairman of the Maryland
Edwin A. 58/ Director since 1999/ Association of Certified Public
Rommel III Expires 2010 Accountants, and is a member of the
governing board of the American
Institute of Certified Public
Accountants. Mr. Rommel is a
current director of the Greater
Salisbury Committee and past
president of the Salisbury Area
Chamber of Commerce. He serves
as a director of the Maryland
Association of Certified Public
Accountants and an officer of its
Eastern Shore Chapter. Mr. Rommel
is past president of the St. Francis
de Sales Board of Trustees and past
member of the Wicomico County
Since 1975, Mr. Stansbury has been
the chief executive officer of Agency
Services, Inc., an independently
owned premium finance company.
Since 1989, Mr. Stansbury is the
Chairman of the Board of Directors
of Agency Insurance Company of
Maryland, Inc., a privately owned
multi-line property/casualty insurance
company. Mr. Stansbury is a past
president of the Maryland
Association of Premium Finance
Companies and is a past president
of the National Association of
Henry H. 68/ Director since 1999/ Premium Finance Companies. Mr.
Stansbury Expires 2010 Stansbury is a vice president and
trustee of the Maryland Historical
Society. He served as director and
chairman of the museum committee
for the Lacrosse Hall of Fame at the
Johns Hopkins University and as
trustee of the St. Paul's School for
Boys and The Ward Museum of
Wildfowl Art. He is also past
president of ReVisions, Inc., a
nonprofit organization that serves the
mentally ill. Mr. Stansbury is a
graduate of Leadership Maryland
and a director of Leadership
Baltimore County. He is the author of
Since January 1999, Mr. Trout has
served as the president and chief
executive officer of Rosemore, Inc.,
a Baltimore-based privately held
investment company primarily
engaged in the business of oil and
gas exploration and production. He
also serves as a director of
Rosemore Holdings, Inc., Rosemore
Calvert, Inc., Tema Oil and Gas
Company and Gateway Gathering
and Marketing Company, which are
all subsidiaries of Rosemore, Inc. He
is also a director of KCI
Technologies, Inc. From 1970 to
Kenneth H. 59/ Director since 1999/ November 1997, Mr. Trout was
Trout Expires 2010 employed by Signet Banking
Corporation. During his last five
years of tenure with Signet, he
served as senior executive vice
president-commercial banking and
as president and chief executive
officer of Signet Bank-Maryland. Mr.
Trout was retired from December
1997 to December 1998. A
Bridgeton, New Jersey native, Mr.
Trout received his undergraduate
degree in economics and business
administration from Methodist
College in North Carolina. He is a
member of the Board of Trustees of
The College of Notre Dame of
Maryland.
Mr. Waldron is a Chartered Financial
Analyst and since September 1998
has been a senior vice president in
the Washington, D.C., office of
Capital Guardian Trust Company, an
employee-owned firm based in Los
Angeles dedicated to institutional
investment management. From
March 1994 to August 1998, Mr.
Waldron was employed by Loomis,
Sayles & Company, an investment
management firm. Mr. Waldron's
Eugene M. 64/ Director since 1999/ more than three decades of
Waldron, Jr. Expires 2010 investment experience include
employment at CS First Boston
Asset Management, Fidelity
Management Trust Company, T.
Rowe Price Associates and Ferris,
Baker, Watts & Company. An
alumnus of Mt. St. Mary's University,
Emmitsburg, Maryland, Mr. Waldron
earned his master of business
administration degree at the Bernard
M. Baruch College of the City
University of New York. A native of
Annapolis, Maryland, he is a
member of the Mt. St. Mary's
Endowment Committee.
Since January 1999, Mr. Lerch has
been self-employed as a private
investor trading as the Chesapeake
Venture Group. From 1973 to
January 1999, Mr. Lerch was
president of Chesapeake Insurance-
The Harris Riggin Agency, an
independent insurance agency
based in Salisbury, Maryland. Mr.
Lerch began his business career in
the securities industry, serving as a
stockbroker at firms in Washington,
D.C. and Salisbury, Maryland. Mr.
Lerch is a past director of the
Independent Insurance Agents of
Maryland. Mr. Lerch is an alumnus of
63/ Director since 1999/ Dickinson College of Carlisle,
John R. Lerch
Expires 2011 Pennsylvania. He served as an
officer in the U.S. Army and holds a
Bronze Star from his service in
Vietnam. He is a director of Barr
International, Inc., a regional medium
and heavy truck sales and service
organization. He is a past director of
Peninsula Bank, a subsidiary of
Baltimore-based Mercantile
Bankshares Corporation. He is a
past director and vice-chairman of
the Greater Salisbury Committee,
past trustee of the Peninsula
Regional Medical Center in
Salisbury, past president of Salisbury-
Wicomico Economic Development
Mr. O‘Conor is the general partner of
O‘Conor Enterprises, a real estate
investment and consulting company,
and he has served in that capacity
since 2002. Mr. O‘Conor co-founded
the Maryland real estate brokerage
firm of O‘Conor & Flynn in 1961. In
1984, that firm merged with another
large Maryland real estate brokerage
firm, creating O‘Conor, Piper &
Flynn. Mr. O‘Conor served as its
Chairman and CEO. In 1998,
James P. 79/ Director since 2004/
O‘Conor, Piper & Flynn was sold to
O'Conor Expires 2011
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
Carl A.J. 53/ Director since 2003/ served in the auditing and tax
Wright Expires 2011 departments of Ernst & Young from
1976 to 1980. Along with his
corporate responsibilities, he is an
involved community member and
active in professional, civic and
political organizations. Mr. Wright is
an alumnus of Loyola College and
Loyola Blakefield and has served on
boards and committees of both
institutions. He is past president of
the Baltimore Junior Association of
Commerce and serves on Maryland
Governor Robert Ehrlich‘s Strategic
and Finance Committees. He was
appointed as the chairman of the
Maryland Stadium Authority in 2003.
In addition, he is an active supporter
Bay National Corporation‘s Audit Committee members are Edwin A. Rommel, III, Chairman, James P. O‘Conor, Henry H. Stansbury and Kenneth H. Trout.
Bay National Corporation‘s Nominating Committee members are Carl A.J. Wright, Chairman, Donald G. McClure, Jr., Robert L. Moore, H. Victor Rieger, Jr.
Bay National Corporation‘s Compensation Committee members are Henry H. Stansbury, Chairman, Edwin A. Rommel, III, R. Michael Gill, James P. O'Conor
BCSB BANKCORP, INC.
4111 E. JOPPA ROAD,
SUITE 300
BALTIMORE, MARYLAND 21236
www.baltcosavings.com
(410) 668-8830
Number
Number Last
Public or of Names of Business Background
of Age/Term/Expiration Board Compensation Updated/
Private Female Directors Information
Directors Source
Directors
Henry V. Kahl is an Assessor
Supervisor with the State of
63/ Director since
Public 8 0 Henry V. Kahl Maryland Department of 2007 Proxy
1989/ Expires 2008
Assessments & Taxation in
FEES. The Chairman of the
Baltimore, Maryland.
Board of Directors receives a
monthly retainer of $1,200
P. Louis Rohe has been retired for
per month, and all other
approximately 11 years. Prior to his
nonemployee directors
84/ Director since retirement, Mr. Rohe was an
P. Louis Rohe receive $1,000 per month.
1955/ Expires 2008 attorney. He has been a director of
Each nonemployee director
the Bank since its incorporation in
also receives a fee of $400
1955. Compensation Committee
per each regular and special
Board and committee
Michael J. Klein is Vice President
meeting attended. Directors
of Klein's Super Markets, a family
who serve as officers of the
owned chain of supermarkets, with
Company or the Bank do not
locations throughout Harford
receive additional
Michael J. 51/ Director since County, Maryland. Mr. Klein is also
compensation for their
Klein 2001/ Expires 2008 Vice President and partner in
service as directors.
several other family owned
businesses including Forest Hill
Lanes, Inc., Colgate Investments,
LLP and Riverside Parkway, LTD.
William J. Kappauf, Jr. is Director
of Cash Management of Baltimore
William J. 60/ Director since
Gas & Electric Company,
Kappauf, Jr. 2002/ 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
Joseph J. 56/ Director since of Baltimore, and its successor,
Bouffard 2006/ Expires 2009 First Fidelity Bank from 1990 to
1995. Prior to that, he was
President of Municipal Savings
Bank, FSB in Towson, Maryland.
He is a current Board member of
the Maryland Financial Bank and a
former Board member of the
Dundalk Community College
Foundation and the Maryland
Bankers Association. He is also a
former chairman of the Board of
Governors of the Maryland
Mortgage Bankers Association,
Treasurer of the Neighborhood
Housing Services of Baltimore and
a charter member and Treasurer of
the Towson Towne Rotary Club.
H. Adrian Cox is an insurance
agent with Rohe and Rohe
Associates, Inc. in Baltimore,
62/ Director since
H. Adrian Cox Maryland. Mr. Cox also is
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
Company and Baltimore County
William M. 61/ Director since
Savings Bank, M.H.C. (the "MHC").
Loughran 1991/ Expires 2010
Prior to being named Senior Vice
President, he served as Vice
President of the Bank in charge of
lending operations. Mr. Loughran
joined the Bank in 1973.
John J. Panzer, Jr. has been a self-
John J. 64/ Director since
employed builder of residential
Panzer, Jr. 1991/ Expires 2010
homes since 1971.
The Board of Directors' Audit Committee consists of Directors Kahl, Cox, Panzer and Kappauf.
The Board of Directors' Compensation Committee consists of Directors Cox, Kahl, Rohe, Panzer, Klein and Kappauf.
The Nominating Committee consists of Directors Henry V. Kahl, William J. Kappauf, Jr. and Michael J. Klein.
The Black and Decker, Corp.
701 East Joppa Road
Towson, MD 21286
410-716-3900
www.bdk.com
Number
Number Last
Public or of
of Names of Directors Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Female
Directors Source
Directors
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 Non-management directors
62/ Director since the Home Products Division. HE was receive an annual retainer of
Nolan D. Archibald elected a Senior VP of Beatrice and
Public 11 1 1985/ Until successor $220,000, consisting of 2008 Proxy
(insider) President of the Consumer and
elected shares of common stock with
Commercial Products Group. He left a value of $110,000 under
Beatrice and was elected President and The Black & Decker Non-
COO of Black & Decker in 1985 and Employee Directors Stock
CEO in 1986 and his currently serving Plan (the ―Directors Stock
on the Chairman of the Board since Plan‖) and $110,000 in cash.
1987. He also serves as a director of The chairmen of the Audit
Brunswick Corp. and Lockheed Martin Committee and the
Corp. Compensation Committee
each receives an additional
retainer of $20,000 in cash,
the chairmen of the Finance
Committee and the Corporate
Governance Committee each
receives an additional
retainer of $10,000 in cash,
and each member of the
Audit Committee other than
the chairman receives an
additional retainer of $10,000
in cash. No separate meeting
fees are paid. Directors have
the option to receive their
cash fees in shares of
common stock or to defer all
The Black & Decker Non-
Employee Directors Stock
Plan (the ―Directors Stock
Plan‖) and $110,000 in cash.
The chairmen of the Audit
Committee and the
Compensation Committee
After serving in various capacities w/
each receives an additional
Douglas Aircraft Co. and Vought
retainer of $20,000 in cash,
Missiles and Space Co., he joined the
the chairmen of the Finance
U.S. Department of Defense, where he
Committee and the Corporate
served as Undersecretary of the Army.
Governance Committee each
He joined Martin Marietta Corp., a
receives an additional
predecessor of Lockheed Martin Corp.,
retainer of $10,000 in cash,
in 1977 as VP of Aerospace Technical
70/ Director since and each member of the
Operations and in 1988 he became
Norman R. Augustine 1997/ Until successor Audit Committee other than
Chairman of the Board and CEO.
elected the chairman receives an
Following the merger of Martin Marietta
additional retainer of $10,000
and Lockheed Corp. in 1995, he served
in cash. No separate meeting
as President and leader as Chairman of
fees are paid. Directors have
the Board and CEO; from 1997-1999 he
the option to receive their
was a lecturer w/ the rank of Professor
cash fees in shares of
at Princeton University. He is also
common stock or to defer all
director of ConocoPhilips and Proctor &
or a portion of their cash and
Gamble.
stock fees in the form of
―phantom shares.‖ A director
She had various positions at First who elects to defer all or any
National Bank of Chicago, including VP part of the cash portion of the
of Trust Investments; from 1981-1984, annual retainer in the form of
she was Assistant VP and director of phantom shares will be
investor relations for Beatrice Co., Inc.; credited with shares of
in 1984 she joined Kraft, Inc., where she common stock having a fair
served as Corporate VP until 1989. She market value (as defined in
58/ Director since
was President and CEO and is currently the Directors Stock Plan)
Barbara L. Bowles 1993/ Until successor
Chairman of the Board and CEO of The equal to 120% of the amount
elected
Kenwood Group, Inc., an investment of cash deferred.
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,
63/ Director since
and Chairman of the Board in 1985; he
M. Anthony Burns 2001/ Until successor
retired as CEO in 2000 and Chairman of
elected
the Board in 2002. He also is director of
Pfizer Inc. and J.C. Penny Company,
Inc. He is a life trustee of the University
of Miami in Florida.
From 1993 to 1997, Mr. Buckley served
as the Chrief Technology Officer(for
motors, control and appliance
components) and President of two
divisions of Emerson Electric Company.
In 1997, he joined the Brunswick
Corporation as a Vice President,
61/ Director since
became Senior Vice President in 1999,
George W. Buckley 2006/ Until successor
and became Executive Vice President in
elected
2000. Mr. Buckley was elected President
and Chief Operating Officer of
Brunswick in April 2000 and the
Chairman and Chief Executive Officer in
June 2000. In December 2005, he was
elected Chairman, President, and Chief
Executive Officer of the 3M Company.
He is a member (Dean) of the Harvard
faculty since 1978; he currently is
researching modularity in design and the
57/ Director since integration of technology and
Kim B. Clark 2003/ Until successor competition in industry revolution, w/ a
elected 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
59/ Director since
he served as President, Chairman of the
Manuel A. Fernandez 1999/ Until successor
Board, and CEO of Gartner Group, and
elected
was elected Chairman Emeritus in 2001.
Since 1998, he also has been the
managing director of SI Ventures, a
venture capital firm. He also serves as
director of Brunswick Corp., Flowers
Foods, and several private companies
and foundations and is Chairman of the
Board of Trustees of the University of
Florida.
He joined Alex. Brown & Sons in 1967,
became a partner of the firm in 1972,
was elected Vice Chairman of the Board
and director in 1984, and became
Chairman of the Board in 1987; upon the
acquisition of Alex. Brown by Bankers
Trust New York Corp. in 1987, he
65/ Director since became Senior Chairman, and upon the
Benjamin H.
2001/ Until successor acquisition of Bankers Trust by
Griswold, IV
elected 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
62/ Director since Foodservice Group of International
Anthony Luiso 1988/ Until successor Multifoods Corp. and served as
elected 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
64/ Director since
1984. In April 1993, Mr. Ryan was
Robert L. Ryan 2005/ Until successor
named the senior vice president and
elected
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
66/ Director 1990- and Commerce from 1967 to 1971.
2001, re-elected in Director of research and first vice
Mark H. Willes
2004/ Until successor president of the Philadelphia Federal
elected Reserve Bank. Executive vice president
and chief financial officer, elected
president, chief operating officer, and a
director of General Mills, Inc. Vice
chairman of the board in 1996. Publisher
of the Los Angeles Time from 1997-
1999.
The Audit Committee is currently composed of M. Anthony Burns (Chairman), Barbara L. Bowles, and Anthony Luiso.
The Compensation Committee is currently composed of Mark H. Willes (Chairman), George W. Buckley, and Benjamin H. Griswold, IV.
The Corporate Governance Committee, which is currently composed of Manuel A. Fernandez (Chairman), Barbara L. Bowles, Kim B. Clark, and Robert L. Ryan.
The Finance Committee is currently composed of Norman R. Augustine (Chairman), M. Anthony Burns, and Anthony Luiso.
The Executive Committee is currently composed of Nolan D. Archibald (Chairman), Norman R. Augustine, M. Anthony
Burns, Manuel A. Fernandez, and Mark H. Willes.
obert L. Ryan.
Saul Centers, Inc. 7501 Wisconsin
Avenue, Suite 1500
Bethesda, Maryland 20814-6522
(301) 986-6200
www.saulcenters.com
Number
Public Number Last
of Names of
or of Age/Term/Expiration Background Information Board Compensation Updated/
Female Directors
Private Directors Source
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.
69/ Director since 2003/ Executive Vice President of the B.F. Directors of the Company are
Public 12 0 Philip D. Caraci Saul Company from 1987 to 2003, 2008 Proxy
Expires 2009 currently paid an annual retainer of
with which he had been associated $20,000 and a fee of $1,200 for
since 1972. President of B.F. Saul each Board or Committee meeting
Property Company from 1986 to attended, and are annually awarded
2003. Trustee of the B.F. Saul Real 200 shares of the Company‘s
Estate Investment Trust. Common Stock. The shares are
President (1980 through 1996) and issued on the date of each annual
Chairman of the Board of Trustees meeting of stockholders to each
since 1987 of the National director serving on the Board of
Gilbert M. 76/ Director since 1993/ Geographic Society, with which he Directors as of the record date of
Grosvenor Expires 2009 has been associated since 1954. such meeting. In 2004, the
Director of Chevy Chase Bank, Compensation Committee approved
F.S.B.*, and a Trustee of the B.F. the automatic grant of options to
Saul Real Estate Investment Trust. purchase 2,500 shares of Common
Stock to each of the directors of the
Company, as of the date of each
annual meeting of the Company‘s
stockholders beginning with the
2004 annual meeting. The options
are immediately exercisable with an
exercise price determined using the
closing market price of the
Company‘s Common Stock on the
date of award. For 2007 the
directors were awarded options to
purchase 2,500 shares of Common
Stock at an exercise price of $54.17
per share, representing the fair
director serving on the Board of
Directors as of the record date of
such meeting. In 2004, the
Compensation Committee approved
the automatic grant of options to
purchase 2,500 shares of Common
Adjunct Professor Emeritus at Stock to each of the directors of the
Birmingham-Southern College from Company, as of the date of each
1989 to 1999. Member of the Thrift annual meeting of the Company‘s
Depositors‘ Protection Oversight stockholders beginning with the
Board from 1990 until 1993. Vice 2004 annual meeting. The options
Chairman and a Director of Central are immediately exercisable with an
Philip C. Jackson, 79/ Director since 1993/
Bancshares of the South (Compass exercise price determined using the
Jr. Expires 2009 closing market price of the
Bancshares, Inc.) from 1980 to
1989. Member of the Board of Company‘s Common Stock on the
Governors of the Federal Reserve date of award. For 2007 the
System from 1975 to 1978. Director directors were awarded options to
of Enterprise Products Partners GP* purchase 2,500 shares of Common
Managingsince 2005. Navigant
Director of Stock at an exercise price of $54.17
Consulting, Inc. since 2005. Chief per share, representing the fair
Financial Officer of J.E. Robert market value of the Company‘s
Companies from 2002 to 2005. Common Stock on April 27, 2007.
51/ Director since 2002/
David B. Kay Partner with Arthur Andersen LLP
Expires 2009
from 1990 to 2002. Director of Chevy
Chase Bank, F.S.B.* and Capital
Automotive REIT
Partner, J. F. Lehman & Company
since 1998. Chairman of American
Battle Monuments Commission from
General Paul X. 79/ Director since 1993/ 2001 to 2005. Commandant of the
Kelley Expires 2010 Marine Corps and member of the
Joint Chiefs of Staff from 1983 to
1987. Director of OAO Technology
Solutions, Inc. and London Life
Reinsurance Company.
Chairman Emeritus of Colonial
Williamsburg Foundation. President
and Trustee of Colonial Williamsburg
Charles R. 78/ Director since 1993/
Foundation from 1977 through 1994.
Longsworth Expires 2010
President Emeritus, Hampshire
College. Chairman Emeritus,
Trustees of Amherst College.
Chairman Emeritus of The
Conservation Fund. Chairman of
The Conservation Fund from 1985
through 2003. Trustee of the
65/ Director since 1993/ National Geographic Society.
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. Saul Real
46/ Director since 1997/ Estate Investment Trust*. Vice
B. Francis Saul III
Expires 2010 Chairman of Chevy Chase Bank,
F.S.B.*, Emeritus Chairman of the
Boys & Girls Clubs of Greater
Washington. Director of Children‘s
National Medical Center. Director of
The Conservation Fund and the
Economic Club of Washington, DC.
President and Chairman of the
Board of Directors of the B.F. Saul
Company since 1969. Chairman of
the Board of Trustees of the B.F.
Saul Real Estate Investment Trust*
since 1969 and a Trustee since
1964. Chairman of the Board and
75/ Director since 1993/
B. Francis Saul II Chief Executive Officer of Chevy
Expires 2011
Chase Bank, F.S.B.* since 1969.
Member of National Gallery of Art
Trustees Council. Trustee of the
National Geographic Society,
Trustee of the Johns Hopkins
Medicine Board and an Honorary
Trustee of the Brookings Institution.
Partner, Brown Investment Advisory
since 2001. Partner in the law firm of
71/ Director since 2002/
John E. Chapoton Vinson & Elkins L.L.P. from 1984 to
Expires 2011
2000. Director of Stancorp Financial
Group*.
Of Counsel in the law firm of
O‘Connor & Hannan since 1986.
James W. 80/ Director since 1993/ Member of Congress from 1969 to
Symington Expires 2011 1977. U.S. Chief of Protocol from
1966 to 1968. Chairman Emeritus of
National Rehabilitation Hospital.
Financial Consultant. Senior Advisor
to the Bessemer Group, Inc. from
1999 to 2002. Formerly President
and Chief Executive Officer of the
Bessemer Group and its Bessemer
Trust Company subsidiaries (a
financial management and banking
group) and director of Bessemer
74/ Director since 1993/ Securities Corporation from 1975 to
John R. Whitmore
Expires 2011 1998. Director of Old Westbury
Funds, Inc.*, the B.F. Saul
Company, Chevy Chase Bank,
F.S.B.* and Chevy Chase Property
Company. Trustee of the B.F. Saul
Real Estate Investment Trust*.
Chairman of the Board of Directors
of ASB Capital Management, Inc.
and Chevy Chase Trust Company.
Messrs. Kelley, Kay, Longsworth, Noonan and Symington are the members of the Audit Committee, with General Kelley serving as chairman.
Messrs. Grosvenor and Jackson are the members of the Nominating and Corporate Governance Committee with Mr. Grosvenor serving as chairman.
Messrs. Grosvenor and Jackson are the members of the Compensation Committee with Mr. Grosvenor serving as chairman.
Messrs. Caraci, Jackson, Saul II and Saul III, are the members of the Executive Committee, with Mr. Saul II serving as chairman.
Constellation Energy Group, Inc.
750 East Pratt Street
Baltimore, MD 21202
http://www.constellation.com
(410) 783-2800
Number Number
Public or Names of Last
of of Female Age/Term/Expiration Business Background Information Board Compensation
Private Directors Updated
Directors Directors
Ann C. Berzin has been a private
investor since 2001. From 1992 to
2001, she served as Chairman and At the request of the
Chief Executive Officer of Financial Compensation Committee, Hewitt
56/ Director since 2008/ Guaranty Insurance Company (an
Public 13 3 Ann C. Berzin reported the results of its 2008 Proxy
Expires 2008 insurer of municipal bonds and benchmarking study to the
structured finance obligations). Ms. Committee in February 2007. At
Berzin is a director of Ingersoll-Rand that time, the Committee
Company Ltd. and Kindred Healthcare, recommended and the board
Inc. approved a proposal to change
Co-Chairman of Bregal Investments
since September 2002. He was Co- director compensation in 2007 by
Chairman and Co-CEO of Deutsche increasing the meeting fees from
Banc Alex. Brown from June 1999 to $1,250 to $1,500 per meeting and
April 2001, and a Senior Advisor to increasing the annual equity grant
61/Director since from $50,000 to $85,000 to more
Yves C. Balmann Deutsche Bank AG from April 2001 to
2003/Expire in 2008 closely align the compensation for
June 2003; he was Vice Chairman of
Bankers Trust Co. from 1997 to June directors with the peer
1999; he is also a director of ESI groups.$50,000 annual retainer,
Group, a technology company based in an additional $10,000 annual
France. retainer for the audit committee
chairman and an additional $5,000
annual retainer for each other
committee chairman, a common
stock award with a value of
approximately $85,000, which is
subject to pro rata forfeiture if
board service ceases during the
year, $1,500 fee for each meeting
of the Board of Directors or a
Board of Directors committee
attended.
from $50,000 to $85,000 to more
closely align the compensation for
directors with the peer
groups.$50,000 annual retainer,
an additional $10,000 annual
retainer for the audit committee
chairman and an additional $5,000
Chairman and CEO of Laureate annual retainer for each other
Education, Inc. (formerly Sylvan committee chairman, a common
Learning Systems, Inc.) since stock award with a value of
February 2000 and was President and approximately $85,000, which is
Co-CEO of Laureate Education, Inc. subject to pro rata forfeiture if
42/Director since from February 1991 to February 2000; board service ceases during the
Douglas L. Becker
1999/Expires in 2008 he is also Founder and Principal of year, $1,500 fee for each meeting
Sterling Capital Partners, an of the Board of Directors or a
investment company; he is a director Board of Directors committee
of Educate, Inc. and was a director of attended.
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;
67/Director since
James T. Brady he was also a managing partner of
1999/Expire in 2008
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
70/Director since
Edward A. Crooke a director, Chairman of the Board,
1999/Expires in 2008
President and CEO of Constellation
Enterprises, Inc.; he also served as a
director of each of Constellation
Enterprises, Inc.‘s direct subsidiaries
and most of its indirect subsidiaries,
and was Chairman of the Board of
each of the direct subsidiaries; he is
also a director of AEGIS Insurance
Services, Inc., Associated Electric &
Gas Insurance Services, Limited and
Baltimore Equitable Society. Executive
and Nuclear Power.
A partner in the law firm of Winston &
Strawn since 1993; from 1988 to 1993,
he served as a Commissioner of the
United States Nuclear Regulatory
54/Director since
James R. Curtiss Commission; he is also a director of
1999/Expire in 2008
Cameco Corporation (owner and
operator of uranium mines); he was a
director of Baltimore Gas and Electric
Company from 1994 to April 1999.
President of the University of Maryland
Baltimore County since 1993; he is
also a director of the Baltimore
Equitable Society, Broadwing
Freeman A. 57/Director since Corporation, McCormick & Company,
Hrabowski, III 1999/Expire in 2008 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
65/Director since
Nancy Lampton company, Hardscuffle, Inc., since
1999/Expire in 2008
January 2000; she is also a director of
DNP Select Income Fund; she was a
director of Baltimore Gas and Electric
Company from 1994 to April 1999.
Chairman of the Board, CEO and
61/Director since President of McCormick & Company,
Robert J. Lawless
2002/Expire in 2008 Inc. since January 1997; he is also a
director of Baltimore Life, Inc.
Advisor to Deloitte & Touche LLP since
1993 and President of The Martin Hall
Group LLC, a human resources
consulting firm, since January 2005;
from 1993 to 1999, she was a
Professor at the Kellogg School of
Management at Northwestern
University; she served as United
68/Director since
Lynn M. Martin States Secretary of Labor from 1991 to
2003/Expire in 2008
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.
Mayo A. Shattuck III has been
Chairman of Constellation Energy
since July 2002 and President and
Chief Executive Officer since
November 2001. Mr. Shattuck also
Mayo A. 53/ Director since 1999/ served as Chairman of the Board of
Shattuck, III Expires 2008 Directors of BGE from July 2002 to
April 2007. He is also a director of
Capital One Financial Corporation,
Gap, Inc., the Edison Electric Institute,
the Nuclear Energy Institute and the
Institute of Nuclear Power Operations.
John L. Skolds served as Executive
Vice President of Exelon Corporation
and President of Exelon Energy
Delivery from December 2003 until his
retirement in September 2007, and
has been retired since that time. He
57/ Director since 2007/
John L. Skolds also served as President of Exelon
Expires 2008
Generation from March 2005 to
September 2007. From March 2002 to
December 2003, Mr. Skolds served as
Senior Vice President of Exelon
Corporation and President and Chief
Nuclear Officer of Exelon Nuclear.
A private investor, and is a Co-
Founder and has been Chairman of
the Board of Life Source, Inc.
(nutritional supplements) since March
2001; he is also Co-Founder and
Chairman of Therapeutic Services of
America, Inc. (home health care); from
Michael D. 68/Director since
1996 to 2001, he was Chairman of the
Sullivan 1999/Expire in 2008
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.
Executive Committee: Mr. Shattuck (Chairman), Crooke and Lawless
Audit Committee: Mr. Brady (Chairman), Crooke, Skolds, Ms. Berzin, and de Balmann.
Committee of Nuclear Power: Mr. Curtiss is Chairman, and Mr. Crooke, Ms. Lampton and Ms. Martin are members.
Compensation Committee: Governance Committee: Mr. Sullivan is Becker and and Messrs. Becker andand Ms. Martin are members.
Nominating and Corporate Mr. Lawless is Chairman, and Messrs. Chairman, Sullivan, Dr. Hrabowski Lawless, Dr. Hrabowski and
Ms. Martin are members.
CONSTELLATION ENERGY
PARTNERS LLC
111 Market Place
Baltimore, MD 21202
410-470-5619
http://www.constellationenergypa
rtners.com/portal/site/cer/
Number
Number
Public or of Names of Business Background Last
of Age/Term/Expiration Board Compensation
Private Female Directors Information Updated
Directors
Directors
Mr. Bachmann joined EPCO Inc., a
privately held company, in 1999 as
Executive Vice President, Chief
Legal Officer and Secretary. Prior to
joining EPCO Inc., Mr. Bachmann
served as a partner in the law firms
of Snell & Smith P.C. from 1993 to
1998 and Butler & Binion from 1988
to 1993. Mr. Bachmann currently
serves as a director and as
Executive Vice President, Chief
Legal Officer and Secretary of
For 2007, each independent
various affiliates of EPCO Inc.,
Richard H. 54/ Director since manager will receive the following
Public 5 0 including Enterprise Products GP, 2007 Proxy
Bachmann 2006/ Expires 2008 compensation: A $40,000 annual
LLC, the general partner of
cash retainer. A common unit award
Enterprise Products Partners L.P., a
under our long-term incentive plan
publicly traded midstream energy
with a value of $75,000, such award
company, and EPE Holdings LLC,
to vest on March 1, 2008 and to be
the general partner of Enterprise
forfeited on a pro-rata basis if
GP Holdings L.P., a publicly traded
service as a manager terminates
midstream energy company holding
prior to March 1, 2008. The number
company. Mr. Bachmann also
of common units granted will be
serves as President and Chief
computed based on the average
Executive Officer of the general
closing price of our common units
partner of Duncan Energy Partners
on the NYSE Arca for the 20 trading
L.P., a publicly traded midstream
days through the date of grant,
energy company and also an
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
prior to March 1, 2008. The number
of common units granted will be
computed based on the average
closing price of our common units
on the NYSE Arca for the 20 trading
days through the date of grant,
rounded to the nearest unit.
Mr. Langdon currently is the Distributions on the restricted
President and Chief Executive common units will be made at the
Officer of Matris Exploration time such distributions are made to
Company, a privately held other holders of common units. A
exploration and production grant of 1,781 restricted common
company. From 1997 until 2002, Mr. units was made to each
Langdon served as Executive Vice independent manager on
President and Chief Financial September 14, 2007. A $2,500 fee
Officer of EEX Corporation, a for each Board meeting attended
publicly traded exploration and (and each committee meeting
production company that merged attended that occurs on a day when
with Newfield Exploration Company there is no Board meeting).
in 2002. Prior to that, Mr. Langdon Reasonable travel expenses to
held various positions with the attend meetings. The independent
Richard S. 57/ Director since
Pennzoil Companies from 1991 to manager who serves as the chair of
Langdon 2006/ Expires 2008
1996, including Executive Vice the Audit Committee will receive an
President—International additional $10,000 annual cash
Marketing—Pennzoil Products retainer.
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 Chief Executive Officer until
John N. Seitz
2006/ 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
Production and as a member of its
He also serves as Co-President and
CEO of Constellation Energy
Commodities Group, Inc., or CCG,
and Senior Vice President of
Constellation Energy Group, Inc., or
Constellation, positions to which he
was appointed in August 2005 and
October 2006, respectively. Mr.
Dawson joined Constellation in April
2001, initially as Managing
Director—Co-Head Origination for
CCG, and subsequently held
positions as Managing
Felix J. 40/ Director since
Director—Portfolio Management for
Dawson 2006/ Expires 2008
CCG and Co-Chief Commercial
Officer for CCG before obtaining his
current position at CCG. Prior to
joining Constellation, Mr. Dawson
was Vice President—Origination in
Goldman Sachs‘ Fixed Income
Currency and Commodities division
and was a key member of the
Goldman Sachs team that worked
in partnership with Constellation to
develop its energy marketing and
trading business. Mr. Dawson
joined Goldman Sachs in 1997.
Mr. Collins also serves as Chief
Financial Officer, Chief Risk Officer
and Executive Vice President of
Constellation, positions that he has
held since May 2007, December
2001 and July 2007, respectively.
Mr. Collins also serves as a
member of Constellation‘s
Management Committee. Prior to
serving in his current positions, Mr.
50/ Director since Collins was Managing
John R. Collins
2006/ Expires 2008 Director—Finance and Treasurer of
Constellation Power Source
Holdings, Inc. from January 2000 to
December 2001. From February
1997 to December 2001, Mr. Collins
served as the senior financial officer
of CCG. Mr. Collins currently serves
as the Chairman of the Board of the
Committee of Chief Risk Officers,
an energy industry association of
risk management professionals.
Audit Committee: Mr. Langdon is Chairman, and Messrs. Seitz and Bachmann.
Compensation Committee: Mr. Seitz is Chairman, and Messrs. Bachmann and Langdon.
Conflicts Committee: Mr. Seitz is Chairman, and Messrs. Bachmann and Langdon.
Corporate Governance and Nominating Committee: Mr. Seitz is Chairman, and Messrs. Bachmann and Langdon.
CHINDEX INTERNATIONAL, INC.
7201 WISCONSIN AVENUE
BETHESDA, MARYLAND 20814
www.chindex.com
(301) 215-7777
Number
Number Last
Public or of Names of Business Background
of Age/Term/Expiration Board Compensation Updated/
Private Female Directors Information
Directors Source
Directors
Mr. Nilsson has served as a Cash Compensation to Board
Director of the Company since Members: Effective October
January 1996 and the Chairman of 1, 2006, each director who is
the Board of the Company since not an employee of the
October 2004. Mr. Nilsson formerly Company is paid, for serving
served as President of Cooper on the Board of Directors, a
Laboratories, Inc.; President of retainer at the rate of $10,000
Cooper Lasersonics, Inc.; per annum and an additional
A. Kenneth 74/ Director since
Public 7 4 Managing Director of Pfizer Taito $2,500 for each meeting of 2007 Proxy
Nilsson 1996/ Expires 2008
Ltd.; President of Max Factor, the Company‘s stockholders
Japan; and Chairman of the attended, $1,000 for each
Monterey Institute of International meeting of the Board of
Studies. Mr. Nilsson received a Directors attended and $750
B.A. degree from the University of for each meeting of a
Southern California and an M.A. committee of the Board of
degree from the University of Directors attended. Equity
California. Compensation to Board
Members: The Company
grants Restricted Stock to its
outside directors on an annual
basis. During fiscal 2007,
each outside director was
granted 3,000 shares of
Restricted Stock. These
shares vest ratably at the first,
second and third
anniversaries of the grant
date. Other: Board members
are reimbursed for reasonable
expenses in attending
meetings of the Board of
Directors and for expenses
incurred in connection with
meeting of the Board of
Directors attended and $750
for each meeting of a
committee of the Board of
Directors attended. Equity
Compensation to Board
Members: The Company
Ms. Lipson served as the grants Restricted Stock to its
Chairman of the Board of Directors outside directors on an annual
from 1981 until 2004 and has basis. During fiscal 2007,
served as the Chief Executive each outside director was
Officer since 1981. From 1979 until granted 3,000 shares of
founding the Company in 1981, Restricted Stock. These
Ms. Lipson was employed in shares vest ratably at the first,
China by Sobin Chemical, Inc., a second and third
worldwide trading company, as anniversaries of the grant
52/ Director since Marketing Manager, coordinating date. Other: Board members
Roberta Lipson are reimbursed for reasonable
1981/ Expires 2008 marketing and sales of various
equipment in China. Ms. Lipson expenses in attending
was employed by Schering-Plough meetings of the Board of
Corp. in the area of product Directors and for expenses
marketing until 1979. Ms. Lipson incurred in connection with
received a B.A. degree in East their complying with our
Asian Studies from Brandeis corporate governance
University and an MBA degree policies. The Company also
from Columbia University Graduate provides directors‘ and
School of Business. officers‘ liability insurance and
indemnity agreements for our
directors.
Ms. Silverberg has served as the
Company's Executive Vice
President and Secretary and as a
Director since that time. Prior to
founding the Company, from 1980
to 1981, Ms. Silverberg worked
Elyse Beth 50/ Director since with Ms. Lipson at Sobin Chemical,
Silverberg 1981/ Expires 2008 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
Lawrence 50/ Director since 1993 to the present, Mr. Pemble
Pemble 1984/ Expires 2008 has also served as a Director of the
Company. Prior to joining the
Company, Mr. Pemble was
employed by China Books and
Periodicals, Inc. as Manager, East
Coast Center. Mr. Pemble received
a B.A. degree in Chinese Studies
and Linguistics from the State
University of New York at Albany.
Mr. Oestreicher has been a
partner with the law firm of
Oestreicher & Ennis, LLP and its
predecessor firms for thirty years,
engaging primarily in estate, tax
Julius Y. 77/ Director since
and business law. Mr.
Oestreicher 1996/ Expires 2008
Oestreicher received a B.S. degree
in Business Administration from
City College of New York and a
J.D. degree from Fordham
University School of Law.
Ms. Kaufman has been Vice
President and Chief Administrative
Officer of The Cooper Companies,
a medical device company, since
October 1995 and was elected Vice
President of Legal Affairs in
March 1996 and was elected
Senior Vice President in October
2004. From January 1989 through
Carol R. 58/ Director since
September 1995, she served as
Kaufman 2000/ Expires 2008
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.
40/ Director sicne Harris was a Financial Analyst with
Holli Harris
2004/ Expires 2008 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.
The current members of our audit committee are Ms. Harris (Chair), Ms. Kaufman, Mr. Oestreicher and Mr. Nilsson
The current members of our compensation committee are Mr. Oestreicher (Chair), Ms. Kaufman and Mr. Nilsson
The current members of the governance and nominating committee are Mr. Nilsson (Chair) and Mr. Oestreicher
Choice Hotels International, Inc.
10750 Columbia Pike
Silver Spring, MD 20901
www.choicehotels.com
(888) 770-6800
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
He has served as Chairman of hte
Board of Choice Hotels From March
1987 to November 1996 and since
October 1997. He has served as
Chairman of the Board of Sunburst
Hospitality Corporation since
Novermber 1996. He was a director of
Manor Care, Inc. from September
1998 to September 2002, serving as
Chairman from September 1998 until An annual retainer of restricted
Stewart Bainum 61/ Since 1997/ Expires stock with a fair market value of
Public 9 1 September 2001. From March 1987 to 2008 Proxy
Jr. 2008 $80,000, which vests in three
September 1998, he was Chairman
and Chief Executive Officer of the annual installments beginning
former Manor Care, Inc. (now known one year after the grant date.
as Manor Care of America, Inc.) He $2,000 for each Board or
served as President of Manor Care of committee meeting attended in
America, Inc. and Cheif Executive person; $1,000 for each
Officer of ManorCare Health Services, committee meeting attended
Inc. from March 1987 to September telephonically. $3,000 for the
1998, and as Vice Chairman of Manor chair of each committee meeting
Care of America, Inc. from June 1982 chaired in person, $1,500 for
each committee meeting chaired
telephonically. $1,000 for the
lead independent director for
each meeting chaired by the lead
independent director. $5,000
annual retainer for the Audit
Committee chairman. A
restricted stock grant at the time
of his or her initial election with a
fair market value of $50,000,
which vests in three annual
installments beginning one year
after the grant date. Expenses of
committee meeting attended in
person; $1,000 for each
committee meeting attended
telephonically. $3,000 for the
chair of each committee meeting
chaired in person, $1,500 for
Since January 1995, Mr. Shames is an each committee meeting chaired
independent management consultant telephonically. $1,000 for the
to consumer goods and services lead independent director for
companies, advising on management each meeting chaired by the lead
and marketing strategy. Since 1996 he independent director. $5,000
has been a Lecturer at the University annual retainer for the Audit
of Virginia's Darden Graduate School Committee chairman. A
of Business. From December 1993 to restricted stock grant at the time
January 1995, Mr. Shames served as of his or her initial election with a
the Chief Executive Officer of Borden, fair market value of $50,000,
Inc. and was President and Chief which vests in three annual
67/ Since 2002/ Expires Operating Officer of Borden, nc. from installments beginning one year
Ervin R. Shames
2008 July 1993 until Devember 1993. He after the grant date. Expenses of
served as President and Chief attending Board and Committee
Executive Officer of Stride Rite meetings.
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
49/ Since 2004/ Expires company. His prior positions include
Gordon A. Smith serving as Executive Vice President of
2008
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
42/ Since 2004/ Expires 2000; Vice President, Marketing &
Fiona Dias
2009 Development of Frito-Lay Company
from January 1999 to January 2000;
VP of Corporate Development at
Penzoil Quaker State Company from
May 1996 to December 1998. Prior to
1996, she held various brand
management positions with The
Proctor and Gamble Company.
Director since 1998. President, Cheif
Executive Officer and Director of the
Company since August, 1998;
President and Chief Operating Officer
of St. Joe Company from Debruary
1998 to August 1998, Senior Vice
President and Chief Financial Officer
of St. Joe Company from May 1997 to
Charles A. 57/ Since 1998/ Expires
February 1998; Senior Vice President
Ledsinger, Jr. 2009
and Chief Financial Officer of Harrah's
Entertainment, Inc. from June 1995 to
May 1997; Senior Vice President and
Chief Financial Officer of Promus
Companies Incorporated from August
1990 to June 1995. Mr. Ledsinger is a
director of FelCor Lodging Trust, Inc.
and TBC Corporation.
Since 1993, he has served as a
member of the board of directors of
Realty Investment Company, a real
estate management and investment
company, and Commonweal
Foundation, a non-profit whose
Scott A. 38/ Director since 2008/
mission is the education of
Renschler Expires 2009
disadvantaged youth. He is also a
director, since 2001, of the Mental
Wellness Foundation, a grant-making
organization that supports mental
health and educational services for at-
risk and underserved people.
He has served as President and Chief
Executive Officer of CareFirst, Inc.
since 1998; President and Chief
56/ Since 2000/ Expires
William L. Jews Executive Officer of Blue Cross and
2010
Blue Shielf of Maryland, Inc. until 1998.
Mr. Jews is a director of Ryland Group,
Inc., MBNA and Ecolab, Inc.
Vice Chairman of Perseus LLC since
April 2000; Managing Partner of Arthur
Andersen‘s Mid-
John T. 68/Director since Atlantic region 1989 to 2000; head of
Schwieters 2005/Expires 2010 Arthur Andersen‘s tax practice from
1974 to 1989. Mr. Schwieters is a
director of the Danaher Corporation,
Manor
Care, Inc., and Smithfield Foods, Inc.
Chairman of the advisory board for the
Kemmons Wilson School of Hospitality
and Resort Management at the
University of Memphis since 2004;
Chairman of Advisory Board of
CoachQuote.com from June 2004 to
2005; Chairman, Chief Executive
Officer and Co-founder of ResortQuest
International from 1997 to November
68/Director since March 2003; Executive Vice President and
David C. Sullivan Chief Operating Officer for Promus
2006/Expires 2010
Hotel Corporation from 1993 to 1997;
Senior Vice President, Hotel Group, for
Promus Companies, Inc., from 1990 to
1993; Chief Executive
Officer, McNeill Sullivan Hospitality
Corp. from 1985 to 1990. Prior to 1985
he held various officer positions with
Holiday Inns, Inc., and American
Express Co. Mr. Sullivan is a director
of Winston Hotels.
Compensation Committee: Ervin R. Shames (Chairman), David C. Sullivan, Gordon A. Smith
Audit Committee: David C. Sullivan, Ervin R. Shames, John T. Schwieters (Chairman)
Nominating and Corporate Governance Committee: Ervin R. Shames, Fiona Dias, John T. Schwieters (Chairman)
Diversity Committee: Fiona Dias (Chair), Gordon A. Smith, William L. Jews
CIENA Corp. 1201
Winterson Road Linthicum,
Maryland 21090 www.ciena.com
(410) 865-4999
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
He was Chairman of the Board and CEO
of Ciena from October 2000 to May
2001, and was President, CEO and
Director from April 1994 to October Annual Retainer for Each Non-
2000; he serves as a Trustee for the Employee Director - $25,000.
Patrick H. 64/Director since California Institute of Technology and Additional Lead Outside
Public 9 2 2008 Proxy
Nettles 2001/Expires in 2010 also serves on the Advisory Board to the Director Retainer - $7,500.
President at Georgia Institute of Audit Committee Chairperson
Technology; he also serves on the board Retainer - $20,000. Other
of directors of Axcelis Technologies, Inc., Committee Chairperson
Carrius Technologies, Inc. and The Retainer - $7,500. Board
Progressive Corporation. Meeting Attendance - $1,500.
Board Meeting Attendance
(telephonic) - $500.
Audit Committee Meeting
Attendance (in person) -
$2,000, (Chairperson) -
$2,000, (Chairperson)- $2,000
(other directors). Other
Committee Meeting
Attendance (in person) -
$1,000 (Chairperson) - $1,000
(Chairperson). All Committee
Meeting Attendance (Special
Mtf.) - $500.
Director Retainer - $7,500.
Audit Committee Chairperson
Retainer - $20,000. Other
Committee Chairperson
Retainer - $7,500. Board
Meeting Attendance - $1,500.
He has served as Ciena‘s President and Board Meeting Attendance
CEO since May 2001; served as (telephonic) - $500.
President and COO from October 2000 Audit Committee Meeting
to May 2001; served as Ciena‘s Senior Attendance (in person) -
Vice President, COO from August 1999 $2,000, (Chairperson) -
to October 2000, as Senior Vice $2,000, (Chairperson)- $2,000
President, Worldwide Sales from (other directors). Other
47/Director since September 1998 to August 1999, and Committee Meeting
Gary B. Smith Attendance (in person) -
2000/Expires in 2011 was previously Vice President of
International Sales upon joining Ciena in $1,000 (Chairperson) - $1,000
November 1997; he currently serves on (Chairperson). All Committee
the board of directors for CommVault Meeting Attendance (Special
Systems, Inc. and the American Mtf.) - $500.
Electronics Association, and also serves
as a commissioner for the Global
Information Infrastructure Commission.
He is the William Ziegler Professor of
Business Administration and teaches
Competitive and Corporate Strategy in
the Advanced Management Program at
the Harvard Business School; a member
of the Harvard faculty since 1968, he is
Stephen P. 66/Director since
also Chairman of Harvard‘s Executive
Bradley, PhD 1998/Expires in 2009
Program in Competition and Strategy:
Building and Sustaining Competitive
Advantage; he serves on the board of
directors of the Risk Management
Foundation of the Harvard Medical
Institutions and Ameriss Corporation
He is a general partner of InterWest
Partners, a venture capital firm in Menlo
Park, California that he joined in 1985;
69/Director serves on the board of directors of
Harvey B. Cash since1994/Expires in i2 Technologies Inc., Silicon
2011 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
56/ Director since 2006/
Bruce L. Clafin Corporation. Mr. Claflin also worked for
Expires 2009
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
54/Director since was an investment banker with Goldman
Lawton W. Fitt
2000/Expires in 2010 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
Judith M. 57/Director since
specialized in corporate finance, mergers
O'Brien 2000/Expires in 2011
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
Michael J. 57/Director since
International Ventures, Alliances and
Rowny 2004/Expires in 2010
Correspondent group, acting CFO,
Senior Vice President of Finance, and
Treasurer; he serves on the board of
directors of Intelliden Corporation,
Llamagraphics, Inc. and is chairman of
Step 9 Software Corporation.
He has served as a Managing Member
of Mortonsgroup, LLC, a private equity
group that invests in and works with early
66/Director since stage technology companies, since
Gerald H. Taylor
2000/Expires in 2009 January 2000. From 1996 to 1998; he
was CEO of MCI Communications
Corporation; he serves on the board of
directors of Lafarge North America Inc.
Audit Committee: Stephen P. Bradley, Ph.D., Bruce L. Claflin, Lawton W. Fitt (Chairperson), Michael J. Rowny
Compensation Committee: Harvey B. Cash, Judith M. O'Brien (Chairperson), Gerald H. Taylor
Governance and Nominations Committee: Stephen P. Bradley, Ph.D., Harvey B. Cash (Chairperson), Judith M.
O'Brien
CELSION CORPORATION
10220-L Old Columbia Rd
Columbia, MD 21046-2364
www.celsion.com (410)
290-5390
Public Number of Last
Number of
or Female Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Directors
Private Directors Source
Mr. Weaver was appointed Senior
Vice President and Chief Financial
Officer of Sirna Therapeutics, Inc on
February 13, 2006. From 2002 to
2005 he was Vice President, Chief
Financial Officer and Secretary of
Nastech Pharmaceutical Company
Inc. (NASDAQ: NSTK). Prior to
joining Nastech, Mr. Weaver held the
positions of Vice President, Strategic
Development, and Vice President
and Chief Financial Officer of Ilex
Oncology, Inc., an oncology-focused
biopharmaceutical company from During the year ended
52/ Director since 2005/ 1999 to 2002. During his tenure at December 31, 2007, each
Public 5 0 Gregory Weaver 2008 Proxy
Expires 2011 Ilex, Mr. Weaver was involved in a director who was not also an
series of strategic financings and officer of the Company received
acquisitions. Prior to Ilex, Mr. annual cash compensation in the
Weaver held several senior financial amount of $25,000 payable
management positions, including quarterly, and an additional
Vice President and Chief Financial $1,000 for attendance at special
Officer of Prism Technologies, a meetings of the Board of
medical device company, and Chief Directors and each meeting of
Financial Officer of a division of a2008 committee of the Board of
Fidelity Capital. Mr. Weaver received Directors that was not held in
a B.A. in accounting from Trinity conjunction with a meeting of the
University in San Antonio, Texas, Board of Directors. In addition,
and an M.B.A. in finance from on March 19, 2007 the Company
Boston College. He also served in issued 5,896 shares of common
the United States Air Force. Mr. stock to Dr. Link as a retainer for
his services as Chairman of the
Board of Directors for the fiscal
year ended December 31, 2007.
Each other nonexecutive director
is reimbursed for his out-of-
pocket costs of attending
meetings of the Board of
Directors and of committees of
the Board of Directors.
Additionally, the Chairman of the
Audit Committee received an
additional annual cash fee of
$8,000 and the Chairman of the
a2008 committee of the Board of
Directors that was not held in
conjunction with a meeting of the
Board of Directors. In addition,
on March 19, 2007 the Company
issued 5,896 shares of common
stock to Dr. Link as a retainer for
Dr. Chow has served as the Chief his services as Chairman of the
Executive Officer of Harmony Asset Board of Directors for the fiscal
Limited since 1996, a publicly listed year ended December 31, 2007.
investment company specializing in Each other nonexecutive director
China and Hong Kong. He also is reimbursed for his out-of-
serves as the Chief Executive Officer pocket costs of attending
of Pacific Life Science Holdings meetings of the Board of
Limited. From 1990-1998, Dr. Chow Directors and of committees of
was the Chief Executive Officer of the Board of Directors.
Allied Group of Companies based in Additionally, the Chairman of the
Hong Kong. Prior to this, Dr. Chow Audit Committee received an
held increasingly senior positions additional annual cash fee of
with Brunswick Corporation and $8,000 and the Chairman of the
Outboard Marine Corporation. Dr. Compensation Committee
55/ Director since 2007/
Dr. Augustine Chow Chow has held numerous received an additional annual
Expires 2011
directorships of listed and non-listed cash fee of $5,000.
companies, principally in Hong Kong,
China and the UK. He has also
participated and managed over fifty
direct investments in China. Dr.
Chow holds a M.Sc. from London
Business School, a Ph.D. in Transfer
of Technology from the University of
South Australia, a DBA in Internet
Research from Southern Cross
University, and an Engineering
Doctorate in Commercialization of
Radical Innovation from the City
University of Hong Kong.
He is currently Chairman and Chief
Executive Officer of QRxPharma Pty
Ltd., a development stage
biopharmaceutical company and a
Visiting Scientist at the
Massachusetts Institute of
Technology (MIT). He also serves as
a director of ResMed (NYSE:RMD),
Transition Therapeutics Inc.
(CDNX:TTH), Peplin Ltd (ASX:PEP),
Protiveris Inc., and CTour A/S. From
1995 to 2001, Dr. Pace was
President and Chief Executive
60/ Director since 2002 / Officer of RTP Pharma and, from
Dr. Gary W. Pace 2000 to 2002, Dr. Pace was
Expires 2009
Chairman and Chief Executive
Officer of Waratah Pharmaceuticals
Inc., a spin-off company from RTP
Pharma. From 1993 to 1994, he was
the founding President and Chief
Executive Officer of Transcend
Therapeutics Inc. (formerly Free
Radical Sciences Inc.), a
biopharmaceutical company. From
1989 to 1993, he was Senior Vice
President of Clintec International,
Inc., a Baxter/Nestle joint venture
and manufacturer of clinical
nutritional products. Dr. Pace holds a
Prior to joining the Company and for
the period from February 2005 to
December 2006, Mr. Tardugno
served as Senior Vice President and
General Manager of Mylan
Technologies Inc, a subsidiary of
Mylan Laboratories. Before Mylan,
from 1998 to 2005, Mr. Tardugno
was Executive Vice President of
Michael H. 56/ Director since 2007/ Songbird Hearing, Inc. From 1996 to
Tardugno Expires 2010 1998 he was Senior Vice President
of Technical Operations for the
ConvaTec division of Bristol-Myers
Squibb, and from 1977 to 1995 he
held increasingly senior positions
with Bausch & Lomb and Abbott
Laboratories. Mr. Tardugno holds a
B.S. degree from St. Bonaventure
University and completed the
Harvard Business School, Program
for Management Development.
Dr. Link has served as a director of
the Company since 1997 and has
been the Chairman of the Board of
Directors since October 2001. Dr.
Link currently provides consulting
and advisory services to a number of
pharmaceutical and biotechnology
companies. From 1993 to 1994, Dr.
Link served as Chief Executive
Officer of Corange, Ltd., a life
science company that was
subsequently acquired by Hoffman-
LaRoche. From 1971 to 1993, Dr.
Link served in numerous positions
67/ Director since
Max E. Link with Sandoz Pharma AG,
1997/Expires 2010
culminating in his appointment as
Chairman of their Board of Directors
in 1992. From 2001 to 2003, Dr. Link
served as Chairman and Chief
Executive Officer of Centerpulse Ltd.
Dr. Link currently serves on the
Boards of Directors of Human
Genome Sciences, Inc.
(Nasdaq:HGSI), Alexion
Pharmaceuticals, Inc.
(Nasdaq:ALXN), Access
Pharmaceuticals, Inc. (AMEX: AKC),
Protein Design Labs, Inc. (Nasdaq:
PDLI), and Discovery Laboratories,
Mr. Weaver (Chairman) and Drs. Link and Chow, each of whom is independent under the applicable rules of The American Stock
Exchange and rule 10A-3 under the Securities and Exchange Act of 1934 currently serve on the Audit Committee.
Drs. Pace (Chairman), Mr. Weaver, and Dr. Link currently comprise the Compensation Committee.
The current members of the Nominating and Governance Committee are Drs. Pace and Link, each of whom is deemed to be
independent under applicable NASDAQ rules.
CommerceFirst Bancorp, Inc.
1804 West Street, Suite 200
Annapolis, Maryland 21401
www.commerce1st.com
(410) 280-6695
Number
Number Last
Public or of Names of
of Age/Term/Expiration Background Information Board Compensation Updated/
Private Female Directors
Directors Source
Directors
Mr. Morgan is President and Chief Executive
Officer of CommerceFirst Bank and
Directors of the Company and
CommerceFirst Bancorp. From 1997 until
Bank received compensation
July 1999, he was a cabinet level advisor to
for membership on the Board
the Anne Arundel County Executive on
or attendance at Board or
issues relating to the economy and
committee meetings in 2007.
economic development, and was President
Directors of the Company and
and Chief Executive Officer of Anne Arundel
the Bank (excluding Messrs
Economic Development Corporation. From
Jernigan, II, Morgan and
1990 to 1997, Mr. Morgan served as
Thomas) were paid $100 per
President and Chief Executive Officer of
meeting attended, except for
Annapolis National Bank. He has over 36
Mr. Hurtt, the Chair of the Audit
years of banking and financial management
60/ Director since inception/ Committee, who received $150
Public 9 0 Richard J. Morgan experience. He held leadership roles in 2008 Proxy
Expires 2009 per meeting when serving in
commercial lending at Marine Midland Bank
that capacity. The Company
(now HSBC) from 1970 though 1977 and
does not currently maintain any
with Maryland National Bank (now Bank of
plans pursuant to which stock
America) from 1977 to 1982. He held the
options, restricted stock or
positions of Chief Financial Officer of Phillips
other equity based plans may
Corporation and Toddson Corporation from
be awarded to directors. The
1982 to 1990. He has served on numerous
Company does not maintain
community boards, commissions and
any pension, retirement or
community service groups, including as
deferred compensation plans
Board member and Assistant Treasurer of
in which directors may
the Anne Arundel Medical Center; Board
participate.
member and past Chair of United Way of
Anne Arundel County; Board and Executive
Mr. Mitchell is currently retired. He was the
President of Mitchell Business Equipment,
Inc., with which he served for over 20 years
until its sale in 1988. Mr. Mitchell was one of
the original organizers and directors of
Commerce Bank. Mr. Mitchell is active in
65/ Director since 2003/
Robert R. Mitchell local service and civic organizations,
Expires 2009
including membership in Rotary International
for 20 years, service on the Prince George's
Salvation Army Local Board for 15 years and
membership in the Anne Arundel Junior Golf
Association for six years. Mr. Mitchell is a
resident of Anne Arundel County.
Mr. Watts is the owner of Plan Management,
a supplier of insurance and employee
benefits plans. Mr. Watts was appointed to
the Board of Directors of the Company in
65/ Director since 2005/ September 2005 to fill a vacancy in the class
Jerome A. Watts
Expires 2009 of 2008, and has served as a director of the
Bank since its organization. Mr. Watts was
one of the original organizers and directors
of Commerce Bank. Mr. Watts is a resident
of Washington, DC.
Mr. Thomas is Executive Vice President and
Chief Operating and Financial Officer of
CommerceFirst Bank and CommerceFirst
Bancorp. From 1989 through 1999, he
served as Executive Vice President and
67/ Director since inception/ Treasurer (chief operating and financial
Lamont Thomas officer) and as a director of Commerce
Expires 2009
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
Edward B. Howlin, 71/ Director since inception/ Concrete, Inc. In addition to real estate
Jr. Expires 2009 management and development, the Howlin
companies construct residential subdivisions
and design, manufacture and sell
construction components, systems and
supplies to various commercial, residential
and government projects, primarily in
Southern Maryland. Mr. Howlin is a resident
of Anne Arundel County.
Mr. Hurtt is the founder and President of
Charles L. Hurtt, Jr., P.A., a certified public
accounting firm located in Pasadena,
Maryland. Mr. Hurtt has been involved in
several charitable and civic organizations,
including organizations involved in youth
Charles L. Hurtt, 61/ Director since 2003/ programs in Prince George's County. Mr.
Jr., CPA Expires 2009 Hurtt is also active in several professional
associations, including past or present
memberships in the Maryland Society of
Accountants, the National Society of
Accountants and the Maryland Association
of Certified Public Accountants. Mr. Hurtt is
a resident of Anne Arundel County.
Mr. Shenk is the President of Whitmore
Group, a communications company
headquartered in Annapolis, Maryland. Mr.
George C. Shenk, 55/ Director since 2006/
Shenk was appointed to the Board of
Jr. Expires 2009
Directors of the Company in July 2006 to fill
a vacancy in the class of 2009. Mr. Shenk is
a resident of Anne Arundel County.
Mr. Jernigan is an attorney engaged in
private practice since 1982, is a co-founder
and co-managing principal of the law firm of
McNamee, Hosea, Jernigan, Kim, Greenan
& Walker, P.A. He is the Resident Principal-
in-Charge of the firm's Annapolis office. Mr.
Jernigan was one of the founding organizers
and members of the Board of Directors of
the former Commerce Bank in College Park,
Milton D. 53/Director since inception/ Maryland. He served as General Counsel to
Jernigan, II Expires 2009 Commerce Bank from its organization in
1989 until its acquisition by MainStreet
BankGroup (now a part of BB&T
Corporation) in December 1997. Mr.
Jernigan is a resident of Annapolis,
Maryland and is active in local bar
associations, chambers of commerce,
service and civic organizations, including the
Annapolis Rotary Club, the Annapolitan Club
and service on the Board of Directors of the
Annapolis and Anne Arundel County
Until his retirement in April 2000, Mr.
Richardson was President of Branch Electric
Supply Company, a position he had held
since 1968. Mr. Richardson is also the
President of Crofton Bowling Center, is a
partner in numerous real estate investment
John A. 64/ Director since 2003/ partnerships located throughout Anne
Richardson, Sr. Expires 2009 Arundel and Prince George's Counties,
continues to work as a consultant, and
manages real estate. Mr. Richardson is a
member of the National Bowling Proprietors
Association and serves on the Board of
Directors of Archbishop Spaulding High
School. Mr. Richardson is a resident of Anne
Arundel County.
The Audit Committee is currently comprised of Mr. Hurtt (Chairman) and Messrs. Mitchell and Richardson.
The nominating committee consisting of all of the members of the Board of Directors who are "independent directors" within the meaning of NASD Rule 4200(a)(15).
The Compensation Committee is currently comprised of Mr. Shenk (Chairman) and Messrs. Howlin, Mitchell, Richardson and Watts.
4200(a)(15).
CARROLLTON BANCORP
344 North Charles Street, Suite 300
Baltimore, Maryland 21201
www.carrolltonbank.com
(410) 536-7386
Number
Public Number Last
of Names of
or of Age/Term/Expiration Business Background Information Board Compensation Updated/
Female Directors
Private Directors Source
Directors
has served as a director of the Bank, since June
1994, and of the Company since October 1995. Directors who are not employees
49/ Since 1994/ Expires Mr. Breeden is currently a managing member of of the Bank received a monthly
Public 12 0 Steven K. Breeden 2008 Proxy
2009 Security Development LLC and related real retainer fee of $1,000 for Board
estate and development companies, a position meetings and an additional $300
he has held since 1980. for attending the Board meeting
and between $200 and $600 for
He has served as a director of the Bank since
each committee meeting
February 2002 and of the Company since
attended. The Chairman of the
Harold I. 56/ Since 2002/ Expires February 2002. Since 1984, Mr. Hackerman has
Board of the Bank received a
Hackerman 2009 been Vice President of Ellin & Tucker, a certified
monthly fee of $1,450. Directors
public accounting firm, and has provided audit,
do not receive additional fees for
accounting and consulting services since 1973.
their service as directors of the
Klein has served as a director of the Bank since Company. In addition, each non-
March 1999 and of the Company since April employee director serving on the
1999. Mr. Klein has been Vice President and board of directors on the date of
49/ Since 1999/ Expires
Howard S. Klein General Counsel for Klein‘s Super Markets, a the Annual Meeting receives,
2009
family operated chain of seven full serve pursuant to the 2007 Equity Plan,
supermarkets and related development and a grant of 300 shares of
operating companies since 1987. unrestricted stock. The Directors
Deferred Compensation Plan was
frozen as of 1990. No new
participants have entered the Plan
since 1990. No new grants will be
made under the 1998 Plan.
However, incentive stock options
issued under this plan will remain
outstanding until exercised or until
the tenth anniversary of the grant
date of such options. Options
have a maximum term of ten
years and an exercise price that
may not be less than 100% of the
Company. In addition, each non-
employee director serving on the
board of directors on the date of
the Annual Meeting receives,
pursuant to the 2007 Equity Plan,
a grant of 300 shares of
unrestricted stock. The Directors
Counselman has served as a director of the Deferred Compensation Plan was
Bank since April 1985 and of the Company since frozen as of 1990. No new
its inception in 1990. Mr. Counselman was participants have entered the Plan
elected Chairman of the Board of the Company since 1990. No new grants will be
Albert R. 59/ Since 1985/ Expires made under the 1998 Plan.
in January 2002. He has been President of
Counselman 2009 However, incentive stock options
Riggs, Counselman, Michaels & Downes, Inc.,
an insurance brokerage firm, since September issued under this plan will remain
1987, and served in various executive positions outstanding until exercised or until
with that firm from 1972 to September 1987. the tenth anniversary of the grant
date of such options. Options
has served as a director of the Bank since have a maximum term of ten
March 1999, and the Company since May 1999. years and an exercise price that
He has been President and CEO of Eastern may not be less than 100% of the
Sales & Engineering, an electrical contracting closing price of the common stock
51/ Since 1999/ Expires
David P. Hessler and service maintenance firm, since 1987 and on the date of the grant. Director‘s
2009
was Vice President from 1986 to 1987. Mr. options are included in the
Hessler has been Vice President of Advanced computation of share dilution.
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, 81/ Since 1955/ Expires 1989 and a director since 1952, and was
Jr. 2009 President from 1970 until March 1989. Mr.
Rogers is President of Maryland Mortgage
Company where he has been a director since
1953. He is also President of Moreland Memorial
Park Cemetery, Inc. where he has been a
director since 1959. He is the brother of John
Paul Rogers, a director of the Bank
and the Company.
currently is serving as a director of Carrollton
Bank (‗‗the Bank‘‘), the principal subsidiary of the
Company, and the Company beginning with his
appointment in 2001. He has been the
59/ Since 2001/ Expires
Robert J. Aumiller Executive Vice President and General Counsel
2009
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
70/ Since 2001/ Expires corporation, since August 2004. Prior to August
Ben F. Mason
2009 2004, Mr. Mason served as the Executive
Director of the Baltimore City Chamber of
Commerce, a member business association that
promotes business development within
Baltimore City, since 1993.
currently is serving as a director of the Bank and
the Company beginning with his appointment in
Charles E. Moore, 58/ Since 2001/ Expires 2001. He has been the Co-Founder, Director,
Jr. 2009 President and CFO of TelAtlantic, a
consolidation of rural telephone companies
across the United States, since 1999.
Francis X. Ryan has served as a director of the
Bank and of the Company since January 25,
2007 when he was appointed by the Board of
Directors to fill the vacancy on the Board created
by the resignation of John P. Hauswald who
resigned as a director in January, 2007. Since
1991, Mr. Ryan has served as President of F.X.
Ryan & Associates, Ltd., a management
56/ Director since 2007/ consulting firm. Under applicable law, since Mr.
Francis X. Ryan
Expires 2009 Ryan was appointed as a director by the Board
of Directors to fill a vacancy on the Board of
Directors, he can serve only until the annual
meeting of shareholders following his
appointment unless he is elected by the
shareholders to fill the remainder of the term of
Mr. Hauswald. If Mr. Ryan is elected as a
director, he will serve for a term expiring at the
Annual Meeting of Shareholders in 2009.
William L. Hermann has served as a director of
the Bank and the Company since April, 2006
when he was appointed by the Board of
Directors to fill the vacancy in the class of
directors whose term expires in 2008 created by
the increase in the number of directors from 11
to 12. Mr. Herman is a retired certified public
accountant; and, since 1981, the founder and
Chief Executive Officer of William L. Hermann,
Inc., a financial management and consulting
company. Under applicable law, since Mr.
67/ Director since 2006/
William L. Hermann Hermann was appointed as a director by the
Expires 2009
Board of Directors after the 2006 annual meeting
of shareholders to fill a vacancy on the Board of
Directors, Mr. Hermann can serve only until the
annual meeting of shareholders following his
appointment unless he is elected by the
shareholders to fill the remainder of the term of
the class of directors in which the vacancy
occurs. If Mr. Hermann is elected as a director
by the shareholders, he will serve for a term
expiring at the Annual Meeting of Shareholders
in 2008.
has served as director of the Bank since 1970
and of the Company since its inception in 1990.
Mr. Rogers has been Chairman of the Bank
since February 1994. He was a partner of the
law firm of Rogers, Moore and Rogers, counsel
of the Bank, from 1970 until 1992. Mr. Rogers
72/ Since 1970/ Expires was senior title officer of The
John Paul Rogers
2009 Security Title Guarantee Corporation of
Baltimore from May 1991 until December 1992,
having served as President from March 1989
until May 1991, and as Executive Vice President
from March 1970 until March 1989. He is the
brother of William C. Rogers, Jr., a director of
the Bank and the Company.
The Audit Committee is composed of Messrs. Moore, Chairman, Hackerman, Hermann, Hessler and Klein.
The Compensation Committee is composed of Messrs. Hermann, Chairman, Breeden, Hackerman, and Moore.
The Nominating/Corporate Governance Committee is composed of Messrs. Hessler, Chairman, Breeden, and Moore.
CapitalSource, Inc.
4445 Willard Avenue
12th Floor
Chevy Chase, MD 20815
www.capitalsource.com
(301) 841-2700
Number
Number Last
Public or of Names of
of Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Female Directors
Directors Source
Directors
Mr. Byrnes has been a private
investor since January 2001. From
June 1999 until September 2005, Mr.
The compensation program for
Byrnes served as founder and
Company‘s outside directors
Chairman of Pulpfree, dba
consists of annual retainer fees,
BuzzMetrics. From January 2000 until
meeting fees and longterm
April 2000, Mr. Byrnes served as
equity awards. The Company
interim CEO of Meditrust Corp. From
currently pays its directors an
June 1999 until December 2000, Mr.
annual retainer fee of $25,000.
Byrnes was the Chairman and CEO of
Members of the Audit
Inceiba, LLC, a start-up incubator. Mr.
Committee are paid an
Byrnes was previously a Distinguished
William G. 57/Director since 2003/ additional retainer fee of
Public 10 1 Teaching Professor of Finance at 2008 Proxy
Byrnes Expires 2009 $20,000, or $44,000 in the case
Georgetown University‘s McDonough
of the chairperson. Members of
School of Business from August 1988
certain other Board committees
to May 1999. Mr. Byrnes served as a
are paid an additional retainer
Managing Director of Alex, Brown &
fee of $5,000 for each
Sons from July 1981 until February
committee on which they serve,
1998. Mr. Byrnes currently serves as
or $7,500 in the case of the
non-executive Vice-Chairman and
chairperson of each such other
Lead Independent Director of the
committee. All retainer fees are
Board of Sizeler Property Investors, a
generally paid within two weeks
real estate investment trust, and is on
of our Annual Meeting of
the Board of Regents of Georgetown
Stockholders. Each director also
University.
receives $1,000 for each Board
meeting attended (in person or
telephonically), and members of
the Audit Committee and
members of certain other Board
committees are paid $2,000 and
$1,000, respectively, for each
meeting of their respective
chairperson of each such other
committee. All retainer fees are
generally paid within two weeks
of our Annual Meeting of
Stockholders. Each director also
receives $1,000 for each Board
Mr. Delaney is a co-founder of the meeting attended (in person or
company and Chief Executive Officer. telephonically), and members of
From inception until reorganization as the Audit Committee and
a corporation, Mr. Delaney served as members of certain other Board
one of two Executive Managers. From committees are paid $2,000 and
44/Director since $1,000, respectively, for each
1993 until its sale to Heller Financial in
inception in meeting of their respective
John K. Delaney 1999, Mr. Delaney was the co-
2000/Chairman of the committees attended (in person
founder, Chairman and Chief
Board/Expires 2009 or telephonically). Meeting fees
Executive Officer of HealthCare
Financial Partners, Inc., a provider of are paid quarterly.
commercial financing to small and
medium-sized healthcare service
companies.
Ms. Grootwassink has served as the
Chief Financial Officer of Washington
Real Estate Investment Trust since
May 2002, after joining the Trust in
December 2001 as Managing
Director, Finance and Capital
Markets. From 1999 through 2001,
Ms. Grootwassink served as Vice
Sara L. 40/Director since 2004/
President, Finance and Investor
Grootwassink Expires 2009
Relations at Corporate Office
Properties Trust and, previously, as
Equity Analyst at Johnston, Lemon &
Co. Ms. Grootwassink is a member of
the Strategic Planning Committee of
Washington Hospital Center and is a
chartered financial analyst and a
certified public accountant.
Mr. Steyer has been the Senior
Managing Member and acting chief
investment officer of Farallon Capital
Management, L.L.C. and Farallon
Partners, L.L.C. since their inception
in 1986. Mr. Steyer is also a managing
Thomas F. 50/Director since 2000/
director of Hellman & Friedman, a
Steyer Expires 2009
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
Andrew B. 46/Director since 2000/
Financial Officer of Farallon until
Fremder Expires 2010
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
Lawrence C. 61/ Director since 1998. Also, since 1977 he has been
Nussdorf 2007/ Expires 2010 Vice President and Treasurer of Clark
Construction Group, LLC, one of the
nation‘s largest privately owned
building contractors. Mr. Nussdorf
currently serves on the board of
directors of Pepco Holdings, Inc.
Mr. Hosler has served as Chief
Financial Officer of the Marcus &
Millichap Holding Companies, a
privately held investment and real
estate services company based in
Palo Alto, California since January
2008. Prior to that, from June 2007
through December 2007 and July
2006 until June 2007 he was a
consultant to and Chief Financial
Officer of Mirion Technologies, a
privately held radiation detection,
measuring and monitoring company
based in San Ramon, California.
Previously, Mr. Hosler was Chief
C. William 45/ Director since Financial Officer of Catellus
Hosler 2008/ Expires 2010 Development Corporation starting in
1999 through its merger into Prologis,
each a real estate development and
operating company based in San
Francisco, California and Denver,
Colorado, respectively. Mr. Hosler has
been a member of our Board since
July 1, 2007. Mr. Hosler was
introduced and recommended to our
Nominating and Corporate
Governance Committee by one of our
independent directors as a
prospective director with broad
expertise in the real estate and
financial services areas. After Mr.
Hosler had held favorable discussions
with Mr. Delaney and indicated his
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
Frederick W. 44/ Director since
worked in Wachovia‘s Specialized
Eubank, II 2000/ Expires 2011
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
50/ Director since
1992 to 2000. Mr. Fish was
Jason M. Fish 2000/Vice Chairman of
responsible for the real estate
the Board/Expires 2011
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
38 Director since 2000/
Timothy M. Hurd capacities at Madison Dearborn
Expires 2011
Partners, LLC. Prior to joining
Madison Dearborn Partners in 1996,
Mr. Hurd was a financial analyst with
Goldman, Sachs & Co.
Our Audit Committee currently consists of William G. Byrnes, who serves as Chairman, Sara L. Grootwassink and Lawrence C. Nussdorf
Our Compensation Committee currently consists of Timothy M. Hurd, who serves as Chairman, Thomas F. Steyer, Frederick W. Eubank, II and C. William Hosler
Our Nominating and Corporate Governance Committee currently consists of Andrew B. Fremder, who serves as Chairman, and Sara L. Grootwassink
COSTAR GROUP, INC.
2 Bethesda Metro Center 10th
Floor Bethesda,
MD 20814 www.costar.com
(301) 215-8300
Number
Number Last
Public or of Names of
of Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Female Directors
Directors Source
Directors
Michael R. Klein has been the Each director, other than
Chairman of our Board of Directors the Chairman of the Board
since he and Mr. Florance founded and any employee director,
the Company in 1987. He has been a receives $20,000 annually
partner of the law firm Wilmer Cutler as compensation for
66/Director since 1987/ Pickering Hale & Dorr, LLP since serving on the Company‘s
Public 7 0 Michael R. Klein Board. Attendance Fees. 2008 Proxy
Expires 2009 1974. Mr. Klein serves as Vice
Chairman of the Board of Directors of Each director, other than
Perini Corporation and as a director of the Chairman of the Board
SRA International, Inc. Chairman of and any employee director,
CoStar Group, Inc. Partner, Wilmer receives $2,000 for each
Cutler Pickering Hale & Dorr LLP. meeting of the Board
attended in person or by
telephone. Attendance fees
are not paid for special
meetings attended by
telephone or other similar
means of remote
communication. Chairman.
The Chairman of the Board
receives $120,000 annually
as compensation for
additional services that he
is required to perform in his
role as Chairman. Stock
Grants. Annually on the
date of the first Board
meeting following the
annual meeting of
stockholders: (a) each non-
employee Board member is
entitled to receive a
Board. Attendance Fees.
Each director, other than
the Chairman of the Board
and any employee director,
receives $2,000 for each
meeting of the Board
attended in person or by
Andrew C. Florance is one of our
telephone. Attendance fees
founders and has served as our
are not paid for special
President and as a director since
meetings attended by
1987 and as our Chief Executive
telephone or other similar
Officer since 1995. Prior to founding
means of remote
the Company, Mr. Florance held
communication. Chairman.
primary responsibility for developing
The Chairman of the Board
the first generation of software
receives $120,000 annually
products for Federal Filings, an SEC
Andrew C. 44/ Director since as compensation for
Form 13-D tracking service, which
Florance 1987/ Expires 2009 additional services that he
was later acquired by Dow Jones. Mr.
is required to perform in his
Florance was a co-founder of a
role as Chairman. Stock
commercial real estate information
Grants. Annually on the
trade association (REI-NEX) and
date of the first Board
served on its board of directors from
meeting following the
1993 to 1996. Mr. Florance also
annual meeting of
serves on the Board of Trustees of
stockholders: (a) each non-
The St. Andrews School. He received
employee Board member is
a B.A. in economics from Princeton
entitled to receive a
University. CEO & President, CoStar
David Bonderman is a founding
restricted stock grant worth
partner of Texas Pacific Group, a
at least $72,000 on the date
private equity firm that includes TPG
of grant; (b) the
Partners, L.P., TPG Partners II, L.P.,
Chairperson of the Audit
TPG Partners III, L.P, and TPG
Committee is entitled to
Partners IV, L.P. He is an officer,
receive a restricted stock
director and shareholder of the
David 65/ Director since grant worth at least $30,000
investment managers and general
Bonderman 1995/ Expires 2009 on the date of grant; (c)
partners of such funds. Mr.
each member of the Audit
Bonderman currently serves on the
Committee (other than the
board of directors of the following
Chairperson) is entitled to
public companies: Ducati Motor
receive a restricted stock
Holding S.p.A.; Ryanair Holdings, plc,
grant worth at least $15,000
of which he is Chairman; and
on the date of grant; and (d)
Gemplus International S.A.
the Chairperson of each of
Principal, Texas Pacific Group.
Warren H. Haber has been, for more
than thirty years, Chairman of the
Board and Chief Executive Officer of
Founders Equity, Inc. and its affiliates,
private investment concerns. Mr.
Warren H. 67/ Director since Haber is also Managing General
Haber 1995/ Expires 2009 Partner of FEF Management
Services, LLC, which manages
Founders Equity SBIC I, L.P. Mr.
Haber currently serves on the board
of directors of Warnex Ltd. Chairman
of the Board & CEO, Founders Equity,
Josiah O. Low, III has been a Venture
Partner of Catterton Partners IV L.P.
since August 2001. Prior to that, Mr.
Low worked for 16 years at the
investment banking firm of Credit
Suisse First Boston (formerly
Donaldson, Lufkin & Jenrette), where
Josiah O. Low, 68/ Director since he most recently served as Managing
III 1999/ Expires 2009 Director/ Senior Advisor. Prior to
joining Credit Suisse First Boston in
1985, Mr. Low worked at Merrill
Lynch, Pierce, Fenner & Smith and
was a founding Managing Director of
the Merrill Lynch Capital Market
Group in 1977. Venture Partner,
Catterton Partners IV L.P.
Christopher J. Nassetta has been the
President and Chief Executive Officer
of Host Marriott Corporation since
May 2000. Mr. Nassetta joined Host
Marriott in 1995 as Executive Vice
President and was elected the Chief
Operating Officer in 1997. Prior to
joining Host Marriott, Mr. Nassetta
served as President of Bailey Realty
Corporation from 1991 until 1995, and
he had previously served as Chief
Christopher J. 45/ Director since Development Officer and in various
Nassetta 2002/ Expires 2009 other positions with The Oliver Carr
Company from 1984 through 1991.
Mr. Nassetta serves on the boards of
directors of Host Marriott, the Real
Estate Round Table and National
Association of Real Estate Investment
Trusts (NAREIT). He also serves on
the board of trustees and the
compensation committee of Prime
Group Realty Trust and as a member
of the McIntire School of Commerce
Advisory Board for the University of
Virginia. CEO & President, Host
Michael J. Glosserman is a Managing
Member of The JBG Companies, an
active investor, owner and developer
in the Washington, D.C. metropolitan
area‘s real estate market. Mr.
Glosserman has over 35 years of
experience in various aspects of
investment, development and
ownership of commercial and
residential real estate. Prior to joining
JBG in 1979, Mr. Glosserman worked
in commercial real estate and
Michael J. 62/ Director since development with The Rouse
Glosserman 2008/ Expires 2009 Company. Prior to his position at The
Rouse Company, Mr. Glosserman
began his career as a staff attorney
for the U.S. Department of Justice. He
serves as Board Chairman, The
National Building Museum; District
Council member, the Washington
Urban Land Institute District Council;
and Board Member of the Economic
Club of Washington, DC. Mr.
Glosserman received a B.S. in
Economics from The Wharton School
of the University of Pennsylvania, and
a J.D. from University of Texas Law
Audit Committee: Warren H. Haber, Josiah O. Low, III
Compensation Committee: Michael R. Klein, David Bonderman, Warren H. Haber, Christopher J. Nassetta
Nominating and Corporate Governance Committee: Michael R. Klein, Josiah O. Low, III, Christopher J. Nassetta
COVENTRY HEALTH CARE 6705
Rockledge Drive, Suite 900
Bethesda, MD 20817-1850
www.cvty.com 301-
581-0600
Number Number of
Public or Last
of Female Names of Directors Age/Term/Expiration Business Background Information Board Compensation
Private Updated
Directors Directors
He is a general partner of Warburg Upon joining the Board, new
Pincus & Co. and a Managing Director non-employee directors will
of Warburg Pincus LLC, where he has receive a one-time initial grant
been employed since 1993. He is a of a non-qualified stock option to
42/Director since
Public 11 1 Joel Ackerman director of Medical Staffing Network purchase 10,000 shares of Proxy 2008
1999/Expires in 2011
Holdings, Inc., a leading medical common stock vesting in equal
staffing company and provider of per amounts over four years at an
diem nurse staffing services, as well as exercise price equal to the
several privately held companies. closing market price on the date
of grant. Compensation for non-
employee directors elected to
the Board after January 1st will
be prorated.
The Board approved the 2006
Program and an amendment to
the 2004 Incentive Plan
providing for awards to
nonemployee directors (the
―Amendment‖), effective as of
January 1, 2006. The
stockholders approved the
Amendment at its annual
meeting held on May 18, 2006.
The Board set the annual
compensation under the 2006
Program at $225,000 to be
received as compensation for
participation in the Board‘s five
regularly scheduled meetings
and overall service as director,
but exclusive of committee and
special Board meeting fees and
of a non-qualified stock option to
purchase 10,000 shares of
common stock vesting in equal
amounts over four years at an
exercise price equal to the
closing market price on the date
He has been a director of Arcadian of grant. Compensation for non-
Management Services, Inc., a employee directors elected to
company that owns and manages rural the Board after January 1st will
health care provider networks, since be prorated.
July 2001, and a director since October The Board approved the 2006
2002 of Valeant Pharmaceuticals Program and an amendment to
International (formerly ICN the 2004 Incentive Plan
Pharmaceuticals, Inc.), a global, providing for awards to
research-based pharmaceutical nonemployee directors (the
company that develops, manufactures, ―Amendment‖), effective as of
Lawrence N. 65/Director since distributes and sells pharmaceutical, January 1, 2006. The
Kugelman 1992/Expires in 2011 research and diagnostic products. stockholders approved the
Since 2003, he has been a Director of Amendment at its annual
AccentCare, Inc., a company which meeting held on May 18, 2006.
provides in-home health care and The Board set the annual
support services. Since March 2005 he compensation under the 2006
has been a director of LABONE, Inc., a Program at $225,000 to be
diagnostic services provider. Mr. received as compensation for
Kugelman has been a private investor participation in the Board‘s five
and business consultant since regularly scheduled meetings
October 1996. Prior to that, Mr. and overall service as director,
Kugelman served as the Company‘s
Chief Executive Officer of our but exclusive of committee and
Company since January 2005. Prior to special Board meeting fees and
that he served as chair retainers, which are set
Executive Vice President, Chief forth in the table below. The non-
53/Director since 2005/ Financial Officer and Treasurer of our employee directors elected the
Dale B. Wolf form of payment (cash,
Expires in 2011 Company from December 1996 to
December 2004. He is a restricted stock, stock options or
director and a member of the audit deferred cash or deferred stock
committee of HealthExtras, Inc., a units) prior to the effective date
provider of pharmacy benefit of the 2006 Program.
management services and
Mr. Crandall previously served in
various management positions with
Kaiser Foundation Health Plan, Inc.
and Kaiser Foundation Hospitals,
including President and Chief
Operating Officer from March 2000
until his retirement in June 2002, and
Senior Vice President, Finance and
Administration, from June 1998 until
March 2000. He is also a member of
66/Director since 2004/ the boards of directors of
L. Dale Crandall
Expires in 2010 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
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
59/Director since 1998/
Elizabeth E. Tallett of Ellard Pharmaceuticals, Inc. and
Expires in 2010
Galenor, Inc., both biopharmaceutical
companies, from 1997 to 2000 and
1999 to 2000, respectively. Ms. Tallett
is also a director of IntegraMed
America, Inc., a health services
management company specializing in
fertility and assisted reproductive
technology, Principal Financial Group,
Inc., a global financial institution,
Varian, Inc., an analytical scientific
instruments company, Varian
Semiconductor Equipment Associates,
Inc., a semiconductor company, and
Immunicon Inc., a specialty diagnostics
has been a director of our Company
since October 1996 and has been
Chairman of the Board since January
2005. He was President and Chief
Executive Officer of our Company from
65/Director since
Allen F. Wise October 1996 to December 2004. He is
1996/Expires in 2010
a director and a member of the audit
committee of NCO Group, Inc., a
provider of accounts receivable
management and other outsourced
services.
He served as Chairman of the Board
from December 1995 to December
2004. Dr. Austin has been Chairman
and Chief Executive Officer of Arcadian
Management Services, Inc., a company
that owns and manages rural health
care provider networks and Medicare
63/Director since health maintenance organizations,
John H. Austin, M.D.
1988/Expires in 2009 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
He is a general partner of Warburg
Pincus and a Managing Director and
Senior Advisor of Warburg Pincus LLC,
where he has been employed since
1973. From June 1998 to present he
has served as a director of Scientific
Rodman W. 64/ Director since
Learning Corporation, a computer-
Moorhead, III 1997/ Expires in 2009
based special education training
company. From 1992 to present he has
served as a director of Transkaryotic
Therapies, Inc., a biopharmaceutical
company. He is also a director of 4GL
School Solutions, a data management
company for schools.
Mr. Weglicki has been employed as a
managing member of ABS Partners,
L.P., the general partner of ABS Capital
Partners, a private equity fund, since
December 1993. Prior to December
1993, he was employed as a Managing
56/ Director since
Timothy T. Weglicki Director of Alex. Brown & Sons, where
2001/ Expires in 2009
he established and headed that firm‘s
capital markets group. He is a director
of a number of privately held
information technology and health care
companies. He is a trustee of Garrison
Forest School.
Mr. Mendelson is President of Avalere
Health LLC, a strategic advisory
company that provides guidance and
syndicated research for clients in the
healthcare industry, government and
43/Member since
Daniel N. Mendelson the not-for-profit sector. Prior to
2005/Expire 2009
founding Avalere Health in 2000, he
served as Associate Director for Health
at the White House Office of
Management and Budget in
Washington, D.C.
Committees:
The members of the Audit Committee are Lawrence N. Kugelman (Chair), L. Dale Crandall and Elizabeth E. Tallett.
The members of the Compensation Committee are L. Dale Crandall (Chair), Rodman W. Moorhead, III and Timothy T. Weglicki.
The members of the Nominating/Corporate Governance Committee are Joel Ackerman (Chair), Daniel N. Mendelson and Timothy T. Weglicki.
DIALYSIS CORPORATION OF AMERICA
1302 Concourse Drive, Suite 204
Linthicum, Maryland 21090
(410) 694-0500
www.dialysiscorporation.com
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
He is Chairman of the Board and was CEO of the Our policy is not to pay
Company until May 29, 2003. Mr. Langbein was the additional compensation to
Chairman of the Board, CEO and President of directors who are employees
Medicore, Inc., DCA‘s parent Company until the of our Company. Of our five
Thomas K. 62/ Director since directors, only Stephen W.
Public 5 0 merger of Medicore with and into DCA on September 2008 Proxy
Langbein 1980/Expires in 2008 Everett is an employee.
21, 2005. Mr. Langbein is President, sole shareholder
and director of Todd & Company, Inc., an NASD Thomas K. Langbein is
member broker-dealer that is registered with the SEC. Chairman of the Board of
Todd & Company is currently inactive. Directors, and received a
stipend of $150,000 for 2007,
Mr. Everett has been involved in the healthcare plus certain perquisites
industry for over 26 years, primarily responsible for amounting to $5,562
oversight, deal structuring, physician recruitment and (includes automobile related
51/Director since
Stephen W. practice management in the renal healthcare field. He expenses of $1,606 and
2000/Chairman of the
Everett joined the Company in November, 1998 as Vice health and dental insurance
Board/Expires in 2008
President, became Executive Vice President in June, premiums of $3,956) for an
1999, President on March 1, 2000, and CEO on May aggregate compensation of
29, 2003 $155,562. The
Compensation Committee
Mr. Trause is a senior commercial account specialist recommends to the board the
engaged in the marketing of commercial insurance stipend for Mr. Langbein,
65/Director since
Robert W. Trause specializing in property and casualty insurance sales to which has been increased to
1998/Expires in 2008
mid-to-large range companies. He has been affiliated $200,000 for 2008. Mr.
with an insurance agency in New Jersey since 1991. Langbein has been
instrumental in the
Company‘s financing,
business strategy and
growth, and he devotes a
substantial amount of his
time to the Company.
Messrs. Everett and
Langbein make the
compensation decisions for
Compensation Committee
recommends to the board the
stipend for Mr. Langbein,
which has been increased to
$200,000 for 2008. Mr.
Langbein has been
instrumental in the
Mr. Bienenstock is an attorney who has specialized in
Company‘s financing,
securities and corporate matters for over 30 years.
business strategy and
From September, 2000 through October, 2001 he was
growth, and he devotes a
a legal consultant with IDT Corp., a NYSE
substantial amount of his
telecommunications Company. He had been affiliated
Alexander 70/Director since time to the Company.
with several law firms, and is currently a sole
Bienenstock 2001/Expires in 2008 Messrs. Everett and
practitioner and real estate broker. Mr. Bienenstock‘s
Langbein make the
background includes having been an adjunct assistant
compensation decisions for
professor in accounting and management at New York
the independent board
University, and, for approximately 10 years, Chief
members, Messrs. Fischbein,
Attorney, Branch of Small Issues of the New York
Trause and Bienenstock,
Mr. Fischbein is an attorney. He was a director of who are the members of the
Medicore, a position he held since 1984, until its Audit, Compensation and
Peter D. 68/Director since
merger with DCA in September 2005. Mr. Fischbein Nominating Committees.
Fischbein 2004/Expires in 2008
was a director of Viragen, Inc., a public Company and These outside directors
former subsidiary of Medicore from 1981 to 2002. receive no compensation
from the Company other than
Audit Committee is comprised of Robert W. Trause, Alexander Bienenstock and Peter D. Fischbein.
Compensation Committee is comprised of Robert W. Trause, Alexander Bienenstock and Peter D. Fischbein.
Nominating and Corporate Governance Committee is comprised of Robert W. Trause, Alexander Bienenstock and Peter D. Fischbein.
Ms. McAvey has been a Senior Resident Fellow
and ULI/Klingbeil Family Chair for Urban
Development at the Urban Land Institute (―ULI‖)
in Washington, DC since 2001. ULI is a premier
research and education organization within the
real estate and land use industry. Ms. McAvey
was a member of the board of trustees of ULI
from 1995 to 2001. Prior to joining ULI, from
1998 to 2001, Ms. McAvey was Director,
Business Development, for Federal Realty
Investment Trust, an owner and manager of
Maureen L. 61/ Director since retail developments and mixed-use
McAvey 2005/ Expires 2008 developments and a publicly traded company
listed on the New York Stock Exchange. Ms.
McAvey also has served as the Director of
Development for the City of St. Louis, a cabinet
level position in the Mayor‘s office and she was
Executive Director of the St. Louis Development
Corporation. Prior to working for the city of St.
Louis, Ms. McAvey led the real estate consulting
practices in Boston for Deloitte & Touche and
Coopers & Lybrand. Ms. McAvey directed the
west coast operations of Carley Capital Group, a
national development firm and also has
experience as a private developer. Ms. McAvey
Audit Committee is comprised of Daniel J. Altobello, W. Robert Grafton (Chair), Gilbert T. Ray, and Maureen L. McAvey.
Compensation Committee is comprised of Daniel J. Altobello (Chair), W. Robert Grafton, Maureen L. McAvey, and Gilbert T. Ray.
Nominating and Corporate Governance Committee is comprised of three independent directors, Daniel J. Altobello, Maureen L. McAvey, W. Robert Grafton and Gilbert T. Ray (Chair).
EMERGENT BIOSOLUTIONS INC.
2273 RESEARCH BOULEVARD, SUITE 400
ROCKVILLE, MARYLAND 20850 301-
795-1877
http://www.emergentbiosolutions.com
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
Mr. El-Hibri has served as chief executive Under our director
officer and as chairman of our board of compensation program,
directors since June 2004. Mr. El-Hibri served we pay each of our non-
as president from March 2006 to April 2007. employee directors an
Mr. El-Hibri served as chief executive officer annual retainer of
and chairman of the board of directors of $20,000 for service as a
BioPort Corporation from May 1998 until June director. Each non-
2004, when, as a result of our corporate employee director also
reorganization, BioPort became a wholly receives a fee for each
owned subsidiary of Emergent BioSolutions. board and committee
We subsequently renamed BioPort as meeting attended. The
Emergent BioDefense Operations Lansing Inc. board meeting fee is
Mr. El-Hibri served as chairman of Digicel $1,500 for attendance in
49/ Director since Holdings, Ltd., a privately held person and $500 for
Public 7 0 Fuad El-Hibri 2008 Proxy
2004/ Expires 2010 telecommunications firm, from August 2000 to attendance by telephone.
October 2006. He served as president of The audit committee
Digicel from August 2000 to February 2005. meeting fee is $1,500 for
Mr. El-Hibri has served as chairman of East attendance in person and
West Resources Corporation, a venture $500 for attendance by
capital and financial consulting firm, since telephone. The
June 1990. He served as president of East compensation committee
West Resources from September 1990 to meeting fee is $1,000 for
January 2004. Mr. El-Hibri is a member of the attendance in person and
board of trustees of American University, a $300 for attendance by
member of the board of directors of the telephone. The
International Biomedical Research Alliance, an nominating and corporate
academic joint venture among the National governance committee
Institutes of Health, or NIH, Oxford University meeting fee is $1,000 for
attendance in person and
$300 for attendance by
telephone. The lead
director receives an
additional annual retainer
of $10,000. Each member
of our audit committee
receives an additional
annual retainer of $5,000.
Each member of our
compensation committee
receives an additional
annual retainer of $3,000.
Each member of our
nominating and corporate
attendance in person and
$300 for attendance by
telephone. The
nominating and corporate
governance committee
meeting fee is $1,000 for
Mr. Hauer has served as chief executive attendance in person and
officer of The Hauer Group, a consulting $300 for attendance by
services firm, since March 2006. Mr. Hauer telephone. The lead
served as senior vice president and co-chair of director receives an
the homeland security practice of Fleishman- additional annual retainer
Hillard Government Relations, a government of $10,000. Each member
relations service firm, from January 2005 to of our audit committee
March 2006. Prior to joining Fleishman-Hillard, receives an additional
Mr. Hauer served as the director of Response annual retainer of $5,000.
to Disaster and Emergencies Institute and Each member of our
assistant professor at the George Washington compensation committee
University School of Public Health from receives an additional
November 2003 to December 2004. Mr. Hauer annual retainer of $3,000.
55/ Director since
Jerome M. Hauer served as acting assistant secretary for public Each member of our
2005/ Expires 2010
health emergency preparedness of the U.S. nominating and corporate
Department of Health and Human Services, or governance committee
HHS, from June 2002 to November 2003 and receives an annual
as director of the office of public health retainer of $3,000. We
preparedness of HHS from May 2002 to June reimburse our non-
2002. He also served as managing director of employee directors for out-
the crisis and consequence management of-pocket expenses
group at Kroll Associates, a risk consulting incurred in connection
firm, from October 2000 to February 2002. Mr. with attending our board
Hauer served as the first director of the New and committee meetings.
York City Mayor‘s Office of Emergency Under the director
Management under Mayor Rudolph Giuliani. compensation program in
He also served as the director of Emergency effect prior to the
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
51/ Director since
Ronald B. Richard fund that provides technologies to the Central
2001/ Expires 2010
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
Zsolt Harsanyi, 63/ Director since
of corporate finance at E.F. Hutton, Inc.
Ph.D. 2004/ Expires 2008
Previously, Dr. Harsanyi directed the first
assessment of biotechnology for the U.S.
Congress‘ Office of Technology Assessment,
served as a consultant to the President‘s
Commission for the Study of Ethical Problems
in Medicine and Biomedical and Behavioral
Research and was on the faculties of
Microbiology and Genetics at Cornell Medical
College. Dr. Harsanyi received a Ph.D. from
Albert Einstein College of Medicine and a B.A.
from Amherst College.
Mr. Allbaugh has served as president of
Ecosphere Systems, Inc., a subsidiary of
Ecosphere Technologies, a technology
company serving the homeland security,
disaster response and defense markets, since
September 2006. Mr. Allbaugh has served as
president and chief executive officer of The
Allbaugh Company, LLC, a corporate strategy
and consulting services firm, since March
2003. Mr. Allbaugh served as director of the
Federal Emergency Management Agency from
February 2001 to March 2003. Previously, Mr.
Allbaugh served as deputy secretary of
Joseph M. 54/ Director since
transportation of the Oklahoma Department of
Allbaugh 2004/ Expires 2009
Transportation and manager of a number of
state and federal political campaigns. Mr.
Allbaugh serves on the boards of directors of
Citadel Security Software Inc., a publicly held
enterprise security software company, and
UltraStrip Systems, Inc., a publicly held
technology company in the defense, homeland
security and global ship repair markets. Mr.
Allbaugh also serves on the board of advisors
of Compressus Inc., a privately held software
company. Mr. Allbaugh received a B.A. in
political science from the Oklahoma State
University.
Dr. Bailey served as a news analyst for NBC
Universal, a media and entertainment
company, from November 2001 to August
2006. Previously, Dr. Bailey served as
Administrator, National Highway Traffic Safety
Administration, as Assistant Secretary of
Defense (Health Affairs) and as Deputy
64/ Director since
Dr. Sue Bailey Assistant Secretary of Defense (Clinical
2007/ Expires 2009
Services). Dr. Bailey is a former faculty
member at Georgetown Medical School and
U.S. Navy officer, having achieved the rank of
Lt. Commander, U.S. Navy Reserve. Dr.
Bailey received her D.O. from Philadelphia
College of Osteopathic Medicine and a B.S.
from the University of Maryland.
Dr. Sullivan has served as president emeritus
of Morehouse School of Medicine since July
2002. Dr. Sullivan served as president of
Morehouse School of Medicine from 1981 to
1989 and from 1993 to 2002. From 1989 to
1993, Dr. Sullivan was Secretary of HHS. Dr.
Sullivan serves on the boards of directors of
United Therapeutics Corporation, BioSante
Pharmaceuticals, Inhibitex, Inc. and Henry
Schein, Inc., all publicly held biotechnology
companies. He is a founder and chairman of
Medical Education for South African Blacks,
Louis W. Sullivan, 73/ Director since
Inc., a trustee of Morehouse School of
M.D. 2006/ Expires 2008
Medicine and Africare, a director of the
National Center on Addiction and Substance
Abuse at Columbia University and chairman of
the board of trustees of the National Health
Museum, a non-profit institution developing a
museum of health sciences. Dr. Sullivan
recently retired from the boards of directors of
Bristol-Myers Squibb Company, 3-M
Corporation, Georgia Pacific
Corporation, Cigna Corporation and Equifax,
Inc. Dr. Sullivan received his M.D. from Boston
University and a B.S. from Morehouse College.
The members of our audit committee are Dr. Harsanyi, Dr. Sullivan and Mr. Richard. Dr. Harsanyi chairs the committee.
The members of our compensation committee are Dr. Harsanyi, Mr. Allbaugh and Mr. Richard. Mr. Richard chairs the committee.
The members of our nominating and corporate governance committee are Dr. Sullivan, Mr. Allbaugh, and Dr. Bailey. Dr. Sullivan chairs the committee.
Eagle Bancorp, Inc.
7815 Woodmont Avenue
Bethesda, Maryland 20814
www.eaglebankmd.com (301)-
986-1800
Number
Number
Public or of Names of
of Age/Term/Expiration Business Background Information Board Compensation Source
Private Female Trustees
Trustees
Trustees
During 2007, each non-
Until retiring in 1993, Mr. Abel was
employee director of the
partner-in-charge of the certified
Company and Bank, other
public accounting firm of
than Mr. Abel, received an
Kershenbaum, Abel, Kernus and
annual retainer of $5,000 in
Wychulis, Rockville,Maryland with
cash ($7,500 if a member of
which he served for forty-five years.
both the Bank and Company
From October 1996, until resigning
Board of Directors), plus a
in September 1997, Mr. Abel was a
cash fee of $300 for each
member of the Board of Directors of
meeting of the Board of
F&M National Corporation (NYSE)
Directors of the Company, the
and its wholly owned subsidiary,
Board of Directors of the
F&M Bank- Allegiance, Bethesda,
Bank or a committee of the
Maryland, and prior to that time was
Board of the Company or the
80/Director since Chairman of the Board of Allegiance
Public 9 0 Leonard L. Abel Bank attended ($400 per 2008 Proxy
inception/Expires 2008 Bank, N.A. (collectively with F&M
meeting of a committee if
Bank - Allegiance, "Allegiance") and
serving as chair of the
its holding company Allegiance Banc
committee). Directors of both
Corporation, from their organization
the Company and the Bank
until their acquisition by F&M
are eligible to receive grants
National Corporation, which was
of options under the
subsequently acquired by BB&T
Company‘s stock option
Corporation ("F&M"). Mr. Abel was
plans, however, no options
also Chairman of the Board of
were issued to any non-
Directors of Central National Bank of
employee directors in 2007,
Maryland from 1968 until its
and no expense related to
acquisition in 1986 by Citizens Bank
prior grants to non-employee
of Maryland (now SunTrust Banks,
directors was recognized in
Inc.).
2007.
President of Washington Analysis,
Corp. and its predecessor firm,
Washington Analysis LLC, a leading
governmental policy investment
research group in Washington, D.C.,
since its inception in 1973. He has
served as Executive Managing
Director and Director of Research of
HSBC Securities, Inc., Director of
Economic and Investment Research
Leslie M. 64/Director since 2003/
for NatWest Securities, Prudential
Alperstein, Ph.D. Expires 2008
Securities, Shields Model Roland,
Inc. and Legg Mason & Co. His
professional memberships include
the National Association of Business
Economists, the National
Economists Club, and the
Washington Society of Investment
Analysts. Mr. Alperstein was
appointed to the Board of Directors
in September 2003.
Mr. Dworken is the owner of Curtis
Chevrolet-Geo, an automobile
dealership in Washington, D.C. Mr.
Dworken was a Director of
Allegiance from 1987 until October
1997, and a director of Allegiance
Dudley C. 57/ Director since
Banc Corporation from 1988 until its
Dworken 1999/Expires 2008
acquisition by F&M. Mr. Dworken is
an active member of numerous
community, business, charitable and
educational institutions in the
Washington, D.C./Montgomery
County area.
President and Chief Executive
Officer of the Bank. Mr. Flynn has
over 30 years experience in the
banking industry in the Washington,
D.C. and Maryland region. Prior to
joining EagleBank in January 2004,
he was the Washington region
executive for Mercantile Bankshares
Corporation from April 2003. He
previously was the Director of
Strategic Planning for Allfirst
59/ Director since
Michael T. Flynn Financial, Inc., and prior to that held
2004/ Expires 2008
several executive level positions for
Bank of America and predecessor
companies. He has been involved in
community affairs throughout his
career, particularly educational
groups including the American
Institute of Banking and the
Corcoran College of Art & Design.
He is a Director of the Montgomery
County Workforce Investment Board
and the Maryland Banking School.
Mr. Margolisu is a graduate of
Dartmouth College and Yale Law
School, is a partner in The Margolius
Firm, a law firm in Washington,
D.C., and until 2003 was a principal
in the law firm of Margolius, Mallios
and Rider, LLP. He specializes in
estate planning, probate, real estate,
Philip N. 66/Director since 2003/
non-profit organizations. Mr.
Margolius Expires 2008
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
51/ Director since director of Republic Properties Trust,
Ronald D. Paul
inception/ Expires 2008 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
Mr. Rogers has been engaged in the
private practice of law since 1972
with the Rockville, Maryland based
firm Shulman, Rogers, Gandal,
Pordy & Ecker, P.A., of which he is a
partner. Mr. Rogers was a member
61/ Director since
Donald R. Rogers of the Board of Directors of
2007/ Expires 2008
Allegiance from 1987 until October
1997. Mr. Rogers has served as a
director of the Bank since its
organization, and was appointed to
the Board of Directors of the
Company in January 2007.
Mr. Goodman has been with The
Goodman, Gable, Gould Company,
the Maryland based public insurance
adjusting firm where he serves as
President, since 1977. He is a
director and past president of the
National Association of Public
Harvey M. 51/ Director since
Insurance Adjusters, and is a
Goodman 2007/ Expires 2008
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.
Leland M. 44/Director since April
Weinstein has been appointed to
Weinstein 2005/Expires 2008
advisory councils for Xerox,
Intel/Dialogic, Sharp Electronics,
Captaris/Rightfax, Murata Business
Systems, Brooktrout Technologies,
Panasonic Electronics and the
technology council of the American
Society of Association Executives
(ASAE). He sits on the Board of
Governors of the University of
Maryland Alumni Association and is
involved in numerous charities.
The Audit Committee of the Company is currently comprised of Mr. Dworken, the Chairman, and Messrs. Abel, Alperstein and Weinstein.
The Board of Directors has a standing nominating committee, consisting of all of the members of the Board of Directors who are ―independent
directors‖ within the meaning of NASDAQ Rule 4200(a)(15).
The Bank Compensation Committee is currently comprised of Mr. Blitz, the Chairman, and Messrs. Abel, Dworken, Natovitz, Paul, Rogers and
Weinstein.
ENTREMED, INC.
9640 Medical Center Drive
Rockville, Maryland 20850
www.entremed.com
(240) 864-2600
Number
Number Last
Public or of Names of
of Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Female Directors
Directors Source
Directors
Since 1995, Mr. Tarnow has been an
advisor to and member of the boards
After review of director
of directors of several healthcare-
compensation information
related organizations in the U.S.,
provided by the
Canada and Europe, including Axcan
Compensation Committee‘s
Pharma. From 1995-2000, he was
independent consultant, and
President and CEO of Boston-based
review of relevant market
Creative BioMolecules, Inc. Prior to
data, on February 5, 2007,
Michael M. 63/ Director since 1995, he spent 22 years at Merck &
Public 8 1 the Board approved the 2008 Proxy
Tarnow 2003/ Expires 2009 Co., Inc., where he served in a wide
payment of annual cash
variety of positions including heading
retainers to non-employee
corporate development, President and
Directors, other than for Mr.
CEO of Merck Frosst Canada and
Tarnow, in the amount of
Executive Vice President of Merck-
$15,000, payable in one lump
Medco. Mr. Tarnow received his J.D.
sum at each annual meeting.
from the University of Illinois and his
The Director who serves as
bachelor‘s degree from Wayne State
chair of the Audit Committee
University.
will receive an additional
$7,500 and each Director of
the Compensation Committee
and the Nominating and
Corporate Governance
Committee will receive an
additional $5,000. Directors
have the option to receive
shares of restricted stock in
lieu of their annual cash
retainer payment. If elected,
the shares of restricted stock
will be issued under the 2001
Plan. In addition, on February
5, 2007, the Board approved
the payment of meeting fees
Tarnow, in the amount of
$15,000, payable in one lump
sum at each annual meeting.
The Director who serves as
chair of the Audit Committee
will receive an additional
He is the founder of Ronald Cape $7,500 and each Director of
Investment Management, LLC, a the Compensation Committee
consulting firm, and was the co- and the Nominating and
founder of Cetus Corporation, a Corporate Governance
genetic engineering company, where Committee will receive an
he was Chairman of the Board of additional $5,000. Directors
Directors for 20 years until the have the option to receive
company merged with Chiron shares of restricted stock in
Corporation in 1991. He was also a lieu of their annual cash
founding member of the Industrial retainer payment. If elected,
Biotechnology Association (now the the shares of restricted stock
Biotechnology Industry Organization will be issued under the 2001
76/ Director since
Ronald Cape — BIO) and served as its President Plan. In addition, on February
2003/ Expires 2009
for three years. Since 199l, Dr. Cape 5, 2007, the Board approved
has been an investor in the field of the payment of meeting fees
biotechnology and a board member of to non-employee Directors,
many companies. He was the including Mr. Tarnow, in the
founding Chairman of Darwin amount of $1,500 for each
Molecular Corporation, which was regularly scheduled Board
later sold to Chiroscience plc., and is meeting and $1,000 for each
Chairman and a Director of Caprion, committee meeting with a
Inc., Ellipsis Biotherapeutics duration of thirty minutes or
Corporation, and Neugenesis more.
Corporation. He is also a Director of
Sunol Molecular Corporation and
Donald S. Brooks has been one of
EntreMed‘s directors since April 1996
and was Vice President, Legal Affairs
from 1998 until August 2001. Between
1993 and 1998, Mr. Brooks was a
practicing attorney with the law firm of
Carella Byrne Bain Gilfillan Cecchi
Stewart and Olstein, Roseland, New
Jersey. Mr. Brooks continues to be of
counsel to the firm. Prior thereto, Mr.
Donald S. 72/ Director since Brooks was employed by Merck and
Brooks 1996/ Expires 2007 Co., Inc. for 27 years, most recently,
from 1986 to 1993, as Senior
Counsel. From 1980 to 1985, Mr.
Brooks served as a U.S. employer
delegate to the Chemical Industries
Committee, International Labor
Organization in Geneva, Switzerland.
He currently serves as a member of
the Board of Directors of BioDiem,
Ltd., an Australian biotechnology
company.
From 2001-2003, Mr. Burns was a co-
founder and served as President and
as Executive Vice President of
MedPointe, Inc. From 2000-2001, he
served as a founder and Managing
Director of MedPointe Capital
Partners. Previously, Mr. Burns was a
founder, Chairman, President and
CEO of Osiris Therapeutics, Inc. He
has also been Vice Chairman of
HealthCare Investment Corporation
61/ Director since and a founding General Partner of
James S. Burns
2004/ Expires 2008 Healthcare Ventures L.P.; Group
President at Becton Dickinson and
Company; and was Vice President
and Partner at Booz Allen & Hamilton,
Inc. Mr. Burns is Chairman of the
Executive Committee of the American
Type Culture Collection (ATCC), and
a Director of Ciphergen Biosystems,
Inc. He earned his BS and MS
degrees in biological sciences from
the University of Illinois and an MBA
degree from DePaul University.
Mr. Bush has been a principal of
Stuart Mill Capital, LLC, an Arlington,
Virginia-based investment firm since
1997. Since 2004, Mr. Bush has
served as Vice Chairman of
Enhanced Capital partners, LLC.
From 1999 until 2002, Mr. Bush also
served as Vice President and Chief
Financial Officer of Sato Travel
Holdings, Inc. Prior to that, from 1994
through 1997, Mr. Bush was Vice
President-Corporate Development of
Sallie Mae Corporation. Mr. Bush had
a successful 15-year career at the
51/ Director since
Dwight L. Bush Chase Manhattan Bank in 1979. His
2003/ Expires 2007
tenure at Chase included international
corporate banking assignments in
Latin America, Asia and the Middle
East, and corporate finance and
project finance in New York and
Washington, D.C. Mr. Bush serves on
the governing boards of several
organizations involved in industry,
education and the arts, including
Cornell University, The Vaccine Fund,
ICBC Broadcast Holdings, Inc, and
The National Symphony Orchestra.
Mr. Bush earned his bachelor‘s
degree from Cornell University.
Dr. Hunter-Cevera is the President of
the University of Maryland
Biotechnology Institute. Prior to joining
the University of Maryland in October
1999, Dr. Hunter-Cevera had been
the head of the Center for
Environmental Biotechnology at
Lawrence Berkeley National
Laboratory between November 1994
and October 1999, Director of
Jennie C. 60/ Director since Fermentation, Research and
Hunter-Cevera 2001/ Expires 2008 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
57/ Director since positions on the last four presidential
Peter S. Knight
2000/ Expires 2007 campaigns, including serving as the
campaign manager for the successful
1996 re-election of President Clinton.
From 1977 to 1989, Mr. Knight served
as Chief of Staff to Al Gore when Mr.
Gore was a member of the U.S.
House of Representatives and later
the U.S. Senate. Mr. Knight currently
serves as a director of Medicis
Pharmaceutical Corp. and
Pharmaceutical Resources, Inc. He is
also a director of Schroeders‘ mutual
fund and hedge fund family, a
member of the board of Duke
University‘s Terry Sanford Institute of
Mark C. M. Randall has been a
director of the Company since April
1996. He has been CEO of
Commander Asset Management Ltd.
since May 2002. Prior to this
appointment he was associated with
Sarasin International Securities
Mark C. M. 45/ Director since Limited, London, England, a wholly
Randall 1996/ Expires 2008 owned subsidiary of Bank Sarasin
and Cie, a private bank based in
Switzerland, where he was a Director
since 1994 and Managing Director
since 1999. Mr. Randall also serves
as Chairman of Acorn Alternative
Strategies (Overseas) Ltd., an
investment fund company.
Audit Committee: Dwight L. Bush (Chair), Peter S. Knight, Mark C. M. Randall
Compensation Committee: Ronald Cape, Peter S. Knight, Mark C.M. Randall (Chairman)
Nominating/Corporate Governance Committee: Ronald Cape, Peter S. Knight (Chair)
FOUNDATION COAL HOLDINGS, INC.
999 Corporate Boulevard, Suite 300
Linthicum Heights, MD 21090-2227
www.foundationcoal.com
(410) 689-7500
Number
Public Number Last
of Names of
or of Age/Term/Expiration Background Information Board Compensation Updated/
Female Directors
Private Directors Source
Directors
James F. Roberts is our Chairman of the
board of directors, President and Chief
Annual Retainer $40,000:
Executive Officer. He was appointed to our
Chairman of the board of directors
board of directors in 2004. Prior to his
additional $10,000 annually: Lead
current position, Mr. Roberts had been
independent director additional
President and Chief Executive Officer of
$10,000 annually: Audit committee
RAG American Coal Holding, Inc. since
chairman additional $10,000
January 1999. Mr. Roberts was President of
annually: Other committee
CoalARBED International Trading from 1981
chairmen additional $5,000
James F. 58/ Director since 2004/ to 1999, Chief Financial Officer of Leckie 2008
Public 8 0 annually: Per board of directors
Roberts Expires 2009 Smokeless Coal Company from 1977 to Proxy
meeting additional $1,500: Per
1981 and Vice President of Finance at Solar
committee meeting additional
Fuel Company from 1974 to 1977. Mr.
$1,500: Initial equity compensation
Roberts is a director of the National Mining
3,000 shares of restricted stock:
Association, where he is also vice-chairman.
(1/5 vest each December 31st):
In addition, Mr. Roberts is a director of the
Annual equity compensation: 1,500
Center for Energy and Economic
shares of restricted stock:(1/3 vest
Development and a member of the
each December 31st)
executive committee of the National Coal
Council.
He serves as Chairman of our audit
committee and is our audit committee
financial expert. Mr. Crowley is a certified
public accountant and has recently served
as an independent business advisor to
various companies. Prior to his retirement in
2002, Mr. Crowley had a thirty-two year
career with Arthur Andersen LLP, of which
16 years were in Baltimore, Maryland, most
William J. 62/ Director since 2004/ recently serving for seven years as
Crowley, Jr. Expires 2009 Managing 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
40/ Director since 2004/
David I. Foley investment activities in the energy industry.
Expires 2009
Prior to joining Blackstone, Mr. Foley was an
employee of AEA Investors Inc. from 1991
to 1993 and a consultant with The Monitor
Company from 1989 to 1991. Mr. Foley
currently serves as a director of Kosmos
Energy Holdings, Mega Bloks Inc., Allied
Waste, Inc. and World Power Holdings GP,
Ltd.
Mr. Giftos also serves as a member of the
board of directors of Pacer International, Inc.
in which he is a member of its audit
committee and chair of its governance
committee. From 1985 to 2004, he served in
many executive positions with CSX
Corporation and its subsidiaries (―CSX‖).
From 2000 through 2004, Mr. Giftos served
P. Michael 61/ Director since 2005/ as CSX Transportation‘s Executive Vice
Giftos Expires 2009 President and Chief Commercial Officer. He
served as Senior Vice President and
General Counsel at CSX from 1990 through
2000. From 1985 through 1989 he served as
Vice President and General Counsel at
CSX. Mr. Giftos received his law degree
from the University of Maryland and a
Bachelor of Arts in Political Science from
George Washington University.
Mr. Krueger is a Managing Director of First
Reserve Corporation, a private equity firm
focusing on the energy industry, which he
Alex T. 34/ Director since 2004/
joined in 1999. Prior to joining First Reserve
Krueger Expires 2009
Corporation, Mr. Krueger worked in the
Energy Group of Donaldson, Lufkin &
Jenrette from 1997 until 1999.
He has been a member of our board of
directors since 2005. He serves as the
Chairman of nominating and corporate
governance committee. He served as a
member of the board of directors of our
predecessor, RAG American Coal Holdings,
Inc., from 2000 to 2003. He is currently a
principal in a management consultant firm.
Mr. Richards was Executive Vice President
and Chief Administrative Officer with El
Paso Energy Corp. from 1996 until his
retirement in 2002. From 1990 through 1996
Joel Richards, 61/ Director since 2005/
he served as Senior Vice President
III Expires 2009
Human Resources and Administration at El
Paso Natural Gas Company. He was Senior
Vice President Finance and Administration
at Meridian Minerals Company, where he
worked from 1985 to 1990. Prior to that, he
held various management and labor
relations positions at Burlington Northern,
Inc., Union Carbide Corporation and Boise
Cascade Corporation. Mr. Richards earned
his Bachelor of Science in Political Science
and Masters in Administration from Brigham
Young University.
He currently serves as Chairman of Shell
Canada‘s Mining Advisory Council. He is
also a member of the board of directors of
Bucyrus International, Inc. He began his
mining career in 1974 with Phelps Dodge
Corporation where he served as a Mining
Engineer. From 1975 to 1997 he held a
variety of operational and management
positions with the Kerr-McGee Corporation,
including General Manager of the Jacobs
Ranch Mine, General Manager of the
Robert C. 61/ Director since 2005/ Galatia Mine and Vice President Operations,
Scharp Expires 2009 Kerr-McGee Coal Corporation. Mr. Scharp
served as President of Kerr-McGee Coal
Corporation from 1991 until 1995 and Senior
Vice President, Oil and Gas Production for
Kerr-McGee Corporation from 1995 until
1997. From 1997 through 2000, Mr. Scharp
served as Chief Executive Officer, Shell
Coal Pty. Ltd in Brisbane, Australia and then
served as the Chief Executive Officer of
Anglo Coal Australia Pty. Ltd. until 2001. He
joined the board of directors of Horizon
Natural Resources, Inc. in early 2002, and
later that year became Chairman and Acting
He retired from American Electric Power
Company (―AEP‖) in 2004 where he had
served as Vice Chairman and Chief
Operating Officer. He served on the AEP
board of directors from 2000 to 2004. From
1990 until 2000 he held various executive
positions at Central and South West
Corporation (―CSW‖) including board
membership beginning from 1991 until CSW
was acquired by AEP in 2000. He was Chief
Executive Officer of Central Power and Light
Co. (―CPL‖ a CSW subsidiary) from 1987 to
Thomas V. 63/ Director since 2006/ 1990. Prior to 1987, Mr. Shockley‘s
Shockley, III Expires 2009 experiences included senior level
responsibilities at CPL and with several
energy companies engaged in the marketing
and transporting of natural gas and the
production and marketing of coal. Mr.
Shockley earned a BSEE from Texas A&M
University-Kingsville and a MSEE from The
University of Texas-Austin. He completed
the Harvard Advanced Management
Program and The University of Michigan
Utility Regulation Program. He serves on
advisory councils at The University of Texas
(Engineering and Natural Science) and the
Audit Committee: William J. Crowley, Jr. (Chair), P. Michael Giftos, Robert C. Scharp, Thomas V. Shockley, III
Our compensation committee currently consists of David I. Foley (Chair), Alex T. Krueger, Joel Richards, III, Thomas V. Shockley, III and P. Michael Giftos.
Our nominating and corporate governance committee currently consists of Joel Richards, III (Chair), William J. Crowley, Jr., P. Michael Giftos and Robert C. Scharp.
ert C. Scharp.
FORTRESS INTERNATIONAL
GROUP, INC.
9841 Broken Land Parkway
Columbia, Maryland 21046
(410) 312-9988
http://www.thefigi.com/
Number
Number
Public or of Names of Business Background Last
of Age/Term/Expiration Board Compensation
Private Female Directors Information Updated
Directors
Directors
From our inception through the During the 2006 fiscal year, we
closing of the acquisition, Mr. paid no compensation to our
Weiss had served as our Chief directors. On April 24, 2007,
Executive Officer, President and our board of directors, by
a member of our Board. He has unanimous vote, adopted a
over 35 years of experience in the compensation policy for our
information technology and non-employee directors, based
security market place. From 2002 on a recommendation of our
to August 1, 2004, Mr. Weiss was compensation committee. The
the Chief Executive Officer and compensation policy provides
President of System Detection, non-employee directors an
Inc., a software security annual grant of 10,000 shares
company. From 2000 to 2002, he of restricted stock under our
served as President of 2006 Omnibus Incentive
Engineering Systems Solutions, Compensation Plan (the
64/ Director since
Inc., a security and biometrics ―Plan‖) to be granted on or
Public 9 0 Harvey L. Weiss inception 2007/ 2007 Proxy
integration firm. During 1999, Mr. about May 1 of each calendar
Expires 2007
Weiss was the Chief Executive year (unless the board
Officer and President of Global determines otherwise), and
Integrity Corporation, a SAIC which vest over a two-year
subsidiary specializing in period with one-third of the
information security and served shares vesting on the grant
as a Director until the company date, and each one-half of the
was sold in 2002. From 1996 to balance of such shares vesting
1998, on the first and second
until sold to Network Associates, anniversaries of the grant date,
Inc, Mr. Weiss was President of respectively. In addition, a new
the Commercial Division, member who joins the board of
Secretary and Director of Trusted directors will be entitled to
Information Systems, Inc., a receive a one-time grant of
NASDAQ-listed security network $100,000 worth of restricted
company. Prior to that time, from stock under the Plan, based on
the closing price on the grant
date of our common stock on
the OTC Bulletin Board, or
such other recognized stock
exchange on which our
common stock trades. Such
shares will vest over a three-
year period, with one-third of
such shares vesting on each of
the first, second and third
anniversaries of the grant date.
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
From our inception through the the closing price on the grant
closing of the acquisition, Mr. date of our common stock on
McMillen had served as our the OTC Bulletin Board, or
Chairman of the Board. He has such other recognized stock
over 18 years of experience in exchange on which our
government, finance and mergers common stock trades. Such
and acquisitions. Mr. McMillen shares will vest over a three-
has also served, since August year period, with one-third of
2005, as the President, Chief such shares vesting on each of
Executive Officer and Chairman the first, second and third
of the Board of Homeland anniversaries of the grant date.
Security Capital Corporation, a Each non-employee director
consolidator of homeland security shall also receive an annual
companies that provides capital, retainer fee of $20,000 and
management advice and $3,000 for each in-person
54/ Director since
C. Thomas investments for developing board meeting attended and
inception - 2007/
McMillen companies. Mr. McMillen co- $1,000 for each telephonic
Expires 2008
founded Global Secure Corp., a board meeting attended. In
homeland security company addition, each member of the
providing critical infrastructure audit committee (except the
services, in 2003, and served as chairman) shall receive
its Chief Executive Officer until $10,000 per year and the
February 2004. From February chairman of the audit
2004 until February 2005, Mr. committee shall receive
McMillen served as a consultant $30,000 per year. Each
to Global Secure Corp. In member of the compensation
addition, from October 2004 committee (except the
through July 2005, he served as a chairman) shall receive $5,000
Chairman of the Board of Global per year and the chairman of
Defense Corporation, a the compensation committee
development stage company shall receive $15,000 per year.
focused on acquiring companies This non-employee director
in critical infrastructure security. compensation policy became
Mr. Rosato has over 25 years of
experience in mission-critical
service businesses. Since 2002,
he has served as the co-founder
and chairman of TSS and the co-
founder and chairman of Vortech.
From 1998 to 2001, Mr. Rostato
served as the President - Group
Maintenance of
America/Encompass Services
Corporation, National Accounts
Division. From 1995 to 1998, he
55/ Director since
served as the founder and
Thomas P. Rosato inception - 2007/
President of Commercial Air,
Expires 2008
Power & Cable, Inc. From 1980
to 1995, he served in various
capacities at Com-Site
Enterprises, most recently as
Chief Financial Officer and Chief
Operating Officer. Mr. Rosato
started his career in 1973 as a
certified public accountant at
Coopers & Lybrand. Mr. Rosato
received a Bachelor of Science in
Accounting from Temple
University.
Mr. Gallagher has more than 25
years of experience in mission
critical fields. Since 2002, he has
served as the co-founder and
President of TSS and the co-
founder and President of Vortech.
From 1998 to 2001, Mr.
Gallagher served as the
President of the Total Site
Solutions division of Encompass
Services Corp. From 1997 to
1998, he served as the President
of the Total Site Solutions division
of Commercial Air, Power &
50/ Director since Cable, Inc. From 1991 to 1997,
Gerard J.
inception - 2007/ he served as the Chief Facilities
Gallagher
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
46/ Director since
inception until January 2002.
David J. Mitchell inception - 2007/
Kellstrom Industries filed a
Expires 2009
voluntary petition under Chapter
11 of the United States
Bankruptcy Code in the United
States Bankruptcy Court for the
District of Delaware on February
20, 2002. Kellstrom Industries
completed the U.S. Bankruptcy
Court-approved sale of
substantially all of its assets to
Kellstrom Aerospace, LLC, an
entity controlled by Inverness
Management LLC on July 17,
2002. From October 1999 until
February 2001, Mr. Mitchell was a
director of Direct Furniture Inc. An
involuntary petition under Chapter
In 2005 after his retirement from
the United States Senate,
Senator Nickles founded and is
currently Chairman and Chief
Executive Officer of The Nickles
Group, LLC, a consulting and
business venture firm
headquartered in Washington,
D.C. Senator Nickles was elected
to the United States Senate in
1980 where he represented the
state of Oklahoma and held
numerous
leadership positions, including
Assistant Republican Leader from
56/ Director since 1996 to 2002 and Chairman of
Donald L. Nickles
2005/ Expires 2007 the Senate Budget Committee
from 2003 to 2004. Senator
Nickles also served on the
Energy and Natural Resources
Committee and the Finance
Committee. While serving in the
Unites States Senate, Senator
Nickles was instrumental in
several key areas of legislation
including securing Senate
passage of the Homeland
Security Act of 2002, the
legislation creating the
Department of Homeland
Security and the 2003 Tax Relief
Act. Prior to his service in the
United States Senate, Senator
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
63/ Director since
of Mid-Atlantic Region, Bank of
John Morton, III inception - 2007/
America. Prior to assuming the
Expires 2008
Regional President position, Mr.
Morton was President of the
Private Client Group from 1996 -
1997. From 1994 - 1996, he was
Chairman, CEO and President of
The Boatmen‘s National Bank of
St. Louis. From 1993 to 1994, he
was CEO and President of Farm
and House Financial Corporation.
In 1990/1991, Mr. Morton served
as Perpetual Financial
Corporation‘s Chairman, Chief
Executive Officer and President.
Mr. Morton was a member of the
Executive Committee of the
Federal City Council in
Prior to his election as a Director,
Mr. Hutchinson had acted as our
special advisor. Mr. Hutchinson
was one of the original leaders of
the Department of Homeland
Security serving as
Undersecretary for Border and
Transportation Security for the
first two years of the
Department‘s history. Mr.
Hutchinson served three terms in
the United States House of
Representatives from the 3rd
Congressional District of
Arkansas (1997-2001) and as
56/ Director since
Administrator of the Drug
Asa Hutchinson inception - 2007/
Enforcement Administration
Expires 2009
(2001- 2003). Since 2001, Mr.
Hutchinson has been engaged in
the homeland security law
practice in Little Rock, Arkansas,
and he is also a law partner in the
firm of Venable LLP in
Washington, DC, chairing their
homeland security practice. Mr.
Hutchinson is also the principal of
Hutchinson Security Strategies, a
consulting firm that develops
comprehensive security plans for
companies. Mr. Hutchinson
serves on the board of directors
of AFLINK
Corporation, a company that
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
55/ Director since
Dimensions Health Corporation, a
William L. Jews inception - 2007/
multi-faceted healthcare
Expires 2007
corporation based in Landover,
Maryland. From 1979 to 1990,
Mr. Jews was President and CEO
of Liberty Medical Center, Inc., of
Baltimore MD. Mr. Jews currently
serves on the boards of The
Ryland Group Inc. Compensation
and Chairman of the Nominating
Committee, and Choice Hotels
International Nominating and
Diversity Committees. Mr. Jews
received a Bachelor of Arts
Degree from The Johns Hopkins
University and Masters Degree
from Morgan State University.
Our Audit Committee currently has four members, John Morton, III (Chairman), David J. Mitchell, Asa Hutchinson and William L. Jews.
Our Compensation Committee currently has three members, Donald L. Nickles (Chairman), Asa Hutchinson
and John Morton, III.
We do not currently have a standing Nominating Committee since our board of directors determined that the
independent members of the board of directors (Messrs. Mitchell, Nickles, Morton, Hutchinson and Jews)
adequately fulfill the obligations of a nominating committee without the need of incurring additional costs of
committee meetings.
FTI Consulting, Inc. 900
Bestgate Road, Suite 100
Annapolis, Maryland
www.fticonsulting.com (410)
951-4800
Number
Public Number
of Names of Last
or of Age/Term/Expiration Business Background Information Board Compensation
Female Directors Updated
Private Directors
Directors
Since 2001, Mr. Berey has been Chief
Financial Officer and a director of
Avendra, LLC, a procurement company
56/ Director Since formed in 2001 to serve the hospitality For the year ended December
Public 10 1 Mark H. Berey 2008 Proxy
2004/ Expires 2011 industry in North America and the 31, 2007, non-employee
Caribbean. In 2004, Mr. Berey also directors received an annual
assumed the position of Executive Vice retainer of $50,000. Non-
President. employee directors who served
as Chairs of the Compensation
Mr. Crownover had a 30-year career with Committee and Nominating
McKinsey & Company, Inc. when he and Corporate Governance
retired in 1998. He headed McKinsey‘s Committee received an
Southwest practice for many years, and additional $5,000 and the Chair
James W. 64/ Director since
also co-headed the firm‘s worldwide of the Audit Committee
Crownover 2006/ Expires 2010
energy practice. In addition, he served as received an additional $10,000.
a member of McKinsey‘s Board of
Directors. Mr. Crownover also is Chairman
of Rice University‘s Board of Trustees.
Ms. Bacon has been President and CEO
of Brandywine Living, a company she co-
founded in 1996. From May 2003 to July
2004, Ms. Bacon was its President and
Chief Operating Officer. From 1989 to
1993, Ms. Bacon served as Chief of
Management and Planning, a cabinet-
level position under New Jersey Governor
57/ Director since
Brenda J. Bacon James J. Florio, where she oversaw all
2006/ Expires 2010
health care and human services reform
efforts and departments, and served as a
senior advisor to the Governor. In
addition, in 1993, Ms. Bacon spent several
weeks in Washington on loan to the
Presidential Transition Team for the
transition of the Department of Health and
Human Services.
Mr. Dunn has been our Chief Executive
Officer since October 1995. In May 2004,
he assumed the position of President, a
57/ Director since
Jack B. Dunn, IV position he also held from October 1995
1992/ Expires 2011
to December 1998. He served as our
Chairman of the Board from December
1998 to October 2004.
Since April 1997, Mr. Holthaus has been
President and Chief Executive Officer of
Williams Scotsman, Inc., the largest
58/ Director since
Gerard E. Holthaus provider of mobile office space and
2004/ Expires 2011
modular buildings in the U.S. He was
elected Chairman of the Board of Williams
Scotsman in April 1999
Mr. Callaghan retired from Deutsche Bank
Securities, Inc. in February 2000, where
he was the Director of North American
65/ Director since
Denis J. Callaghan Equity Research. Prior to becoming
2000/ Expires 2009
Director of Equity Research in 1992, Mr.
Callaghan was responsible for the
Insurance and Financial Services.
Since October 2004, Mr. Shaughnessy
has been the executive Chairman of the
Board of Directors of FTI. From 1989 to
Dennis J. 60/ Director since 1992/
October 2004, he was a General Partner
Shaughnessy Expires 2010
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 LLP. He is also a Venture
57/ Director since 1992/
George P. Stamas Partner of New Enterprise Associates, a
Expires 2010
venture capital firm. From 1999 to January
2002, Mr. Stamas was Vice Chairman of
the Board of Directors.
In 2005, he was first identified and
recommended to the Nominating and
Matthew F. 69/ Since 2005/ Expire Corporate Governance Committee as a
McHugh 2009 possible candidate for director by one of
our independent directors. The committee
qualified him as a candidate for director.
Mr. Wendt was introduced to the
Nominating and Corporate Governance
Committee by an outside director search
65/ Since 2006/ Expire
Gary C. Wendt firm, Directorship Search Group, in April
2009
2006. The committee qualified Mr. Wendt
as a candidate to the Board on April 25,
2006.
Audit Committee: Gerard E. Holthaus (Chairman), Mark H. Berey, James W. Crownover, Jr., Gary C. Wendt
Compensation Committee: Gary C. Wendt (Chair), Denis Callaghan, Gerard E. Holthaus, Matthew F. McHugh
Nominating/Corporate Governance Committee: Denis J. Callaghan, Brenda J. Bacon, Mark H. Berey, James W. Crownover, Matthew F. McHugh (Chair)
SOURCEFIRE, INC.
9770 Patuxent Woods Drive
Columbia, Maryland 21046
http://www.sourcefire.com/
410.290.1616
Number
Number
Public or of Names of Business Background Last
of Age/Term/Expiration Board Compensation
Private Female Directors Information Updated
Directors
Directors
He was appointed Chairman of
our Board of Directors in
October 2006. Before joining
Sourcefire, Mr. Jackson was a
private investor from September
2001 until May 2002. Prior to
that, Mr. Jackson co-founded
Riverbed Technologies, Inc., a
wireless infrastructure company,
served as its CEO from January
1999 until the sale of the
company to Aether Systems Inc.
for more than $1.0 billion in Following the
E. Wayne 46/ Director since
Public 9 0 March 2000 and continued as an consummation of our 2008 Proxy
Jackson, III 2002/ Expires 2010
employee of Aether Systems as initial public offering and
Managing Director of Aether until the date of our 2008
Capital until September 2001. Annual Meeting of
Previously, Mr. Jackson built an Stockholders, we have
emerging technologies profit agreed to pay each of our
center for Noblestar Systems directors an annual fee of
Inc., a large systems integrator, $15,000 to serve on our
and consulted to organizations Board of Directors. In
including General Electric, the addition, we pay the
World Bank and the Federal chairman of our Audit
Reserve. Mr. Jackson holds a Committee an annual fee
B.B.A. in Finance from James of $10,000, the chairman
Madison University. 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 also pay each of our
directors a fee of $1,500
per meeting of the full
Board of Directors
attended, and $1,000 per
meeting of a committee of
the Board of Directors
attended. Directors are
also reimbursed for
reasonable travel and
Board of Directors. In
addition, we pay the
chairman of our Audit
Committee an annual fee
of $10,000, the chairman
of our Compensation
Prior to joining Greylock in Committee an annual fee
September 2003, Mr. Chandna of $5,000, and the
was with Check Point Software chairman of our
Technologies Ltd. from April Nominating and
1996 until December 2002 Governance Committee
where he was Vice-President of an annual fee of $4,000.
Business Development and We also pay each of our
Product Management. Prior to directors a fee of $1,500
Check Point, Mr. Chandna was per meeting of the full
Vice-President of Marketing with Board of Directors
CoroNet Systems from October attended, and $1,000 per
1994 to November 1995 and meeting of a committee of
was with Compuware the Board of Directors
Corporation from November attended. Directors are
1995 to April 1996, following also reimbursed for
Asheem 42/ Director since Compuware‘s acquisition of reasonable travel and
Chandna 2003/ Expires 2010 CoroNet. Previously, Mr. other expenses incurred in
Chandna held strategic connection with attending
marketing and product meetings of the Board and
management positions with its committees.
SynOptics/Bay Networks from
June 1991 to October 1994 and
consulting positions with AT&T
Bell Laboratories from
September 1988 to May 1991.
Mr. Chandna currently serves on
the Board of Directors of several
privately held companies
including Imperva Inc., Palo Alto
Networks and Securent, Inc.. He
previously served on the Board
of Directors at CipherTrust, Inc.
(acquired by Secure Computing
Mr. Becker served as Chief
Executive Officer of Cybertrust,
Inc., an information security
services company, from
November 2002 until its
acquisition by Verizon Business,
a business unit of Verizon
Communications, in July 2007.
Prior to joining Cybertrust‘s
predecessor, from 2000 to 2002,
Mr. Becker was a consultant to
venture capital and technology
firms. Beginning in 1989, he held
a series of executive positions
with AXENT Technologies, Inc.,
50/ Director since a publicly traded information
John C. Becker
2008/ Expires 2010 security software and services
company, including Executive
Vice President, Chief Financial
Officer and Treasurer. In 1996,
Mr. Becker became President
and Chief Operating Officer and
a director of AXENT and was
instrumental in leading AXENT
to an initial public offering in
1996. In 1997, Mr. Becker was
appointed as Chief Executive
Officer of AXENT and became
chairman of its board of directors
in 1999, holding such positions
until the sale of AXENT to
Symantec Corporation in 2000.
Prior to AXENT, he held various
Martin F. Roesch founded
Sourcefire in January 2001 and
served as our President and
Chief Technology Officer until
September 2002, since which
time he has continued to serve
as our Chief Technology Officer.
Mr. Roesch is responsible for
our technical direction and
product development efforts. Mr.
Roesch, who has 16 years of
industry experience in network
security and embedded systems
engineering, is also the author
and lead developer of the Snort
37/ Director since Intrusion Prevention and
Martin F. Roesch
2001/ Expires 2008 Detection System that forms the
foundation for the Sourcefire 3D
System. Over the past ten years,
Mr. Roesch has developed
various network security tools
and technologies, including
intrusion prevention and
detection systems, honeypots,
network scanners and policy
enforcement systems for
organizations such as GTE
Internetworking and Stanford
Telecommunications, Inc. Mr.
Roesch holds a B.S. in Electrical
and Computer Engineering from
Clarkson University.
Before joining Sierra Ventures in
February 2001, Mr. Guleri was
the Vice Chairman and
Executive Vice President with
Epiphany, Inc. from March 2000
until February 2001; the
Chairman, CEO and Co-founder
of Octane Software Inc. from
September 1997 until March
2000; Vice President of Field
Operations, Product Marketing
with Scopus Technology Inc.
from February 1992 until
February 1996 and was part of
the information technology team
41/ Director since with LSI Logic Corporation from
Tim A. Guleri
2002/ Expires 2008 September 1989 until
September 1991. He has been a
director of: Octane Software
from 1997 to 2000 (Sold to
Epiphany in 2000); Net6, Inc.
from March 2001 to March 2004
(acquired by Citrix Systems, Inc.
in 2004); Approva, Inc. since
April 2005; Spoke Software, Inc.
since July 2002; CodeGreen
Networks, Inc. since March
2005; AIRMEDIA, Inc. since April
2005; Steelbox Networks Inc.
since 2006; and Everest, Inc.
since October 2003. Mr. Guleri
holds a B.S. in Electrical
Engineering from Punjab
Mr. Burris has served as Senior
Vice President, Worldwide Sales
and Services of Citrix Systems,
Inc., a publicly traded information
technology company specializing
in application delivery
infrastructure, since January
2001. From July 1999 to January
2001, Mr. Burris served as
Senior Vice President, Services
of Citrix Systems. Prior to joining
53/ Director since Citrix Systems, Mr. Burris was
John C. Burris
2008/ Expires 2011 employed by Lucent
Technologies, a publicly traded
communications networks
company, from 1994 to 1999 as
Vice President and General
Manager of the Gulf States
region. Prior to 1994, Mr. Burris
was employed in various
customer service capacities for
AT&T Corp., including a term as
managing director for AT&T‘s
Asia/Pacific region.
He was appointed our lead
outside director in February
2007. Mr. Chinnici has served as
Senior Vice President, Finance
and Chief Financial Officer at
Ciena Corporation since August
1997, and was previously Vice
President, Finance and Chief
Financial Officer from May 1995
to August 1997. Mr. Chinnici
served previously as Controller
since joining Ciena in September
1994. From 1993 through 1994,
Mr. Chinnici served as a
financial consultant for Halston
Joseph R. 52/ Director since
Borghese Inc. From 1977 to
Chinnici 2006/ Expires 2009
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
60/ Director since Commission on the National
Arnold L. Punaro
2007/ Expires 2009 Guard and Reserves. Prior to
joining SAIC in 1997, General
Punaro worked for Senator Sam
Nunn on national security
matters from 1973 to 1997.
During that time, General
Punaro served as Senator
Nunn‘s director of national
security affairs and as staff
director of the Senate Armed
Services Committee. General
Punaro served as the director of
the Marine Corps Reserve from
May 2001 until his retirement in
October 2003. General Punaro
also served as deputy
commanding general, Marine
General Polk was the Inspector
General of the Air Force, Office
of the Secretary of the Air Force,
Washington, D.C., from
December 2003 until he retired
on February 1, 2006. While at
the Air Force, General Polk
oversaw Air Force inspection
policy, criminal investigations,
counterintelligence operations,
intelligence oversight,
complaints, and fraud, waste
and abuse programs and was
also responsible for two field
operating agencies — the Air
60/ Director since Force Inspection Agency and Air
Steven R. Polk
2006/ Expires 2009 Force Office of Special
Investigations. Prior to this
assignment, he was Vice
Commander, Pacific Air Forces
from March 2002 to November
2003 and Commander, 19th Air
Force, Air Education and
Training Command from May
1999 to March 2002. Staff
appointments included Director
of Operations at Headquarters
Pacific Air Forces and Assistant
Chief of Staff for Operations at
Headquarters Allied Air Forces
Northwestern Europe, NATO, as
well as duty at Headquarters
U.S. Air Forces in Europe and
Audit Committee: Joseph R. Chinnici, (Chair), Tim A. Guleri, Maj. Gen. Arnold L. Punaro
Compensation Committee: Lt. Gen. Steven R. Polk, Asheem Chandna, Harry R. Weller, Tim A. Guleri
The Nominating and Governance Committee is currently composed of General Polk and Messrs. Chandna and Chinnici.
FIRST MARINER BANCORP
3301 Boston Street
Baltimore, Maryland 21224
www.1stmarinerbank.com
(410) 558-4375
Number
Number Last
Public or of Names of Business Background
of Age/Term/Expiration Board Compensation Updated/
Private Female Directors Information
Directors Source
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
Edwin F. Hale, 61/ Director since Chairman of the Baltimore Blast Directors who are not
Public 15 2 2008 Proxy
Sr. 1995/ Expires 2011 Corp., an indoor soccer franchise. employees of Bancorp
Mr. Hale is the former Chairman of receive fees for their
the Board and Chief Executive services, and are reimbursed
Officer of Baltimore Bancorp, which for expenses incurred in
is now Wachovia Corporation. connection with their service
as directors. Directors
Barry B. Bondroff is a Managing receive $1,500 for each
Partner for Smart & Associates in Board meeting attended,
Baltimore, MD. Prior to that he was $1,500 for each committee
the managing officer of Grabush, meeting other than the audit
Newman & Co., P.A. a certified committee, $750 for each
Barry B. 59/ Director since
public accounting firm, since 1982. meeting of the Company's
Bondroff 1995/ Expires 2011
Mr. Bondroff is a member of the subsidiary Mariner Finance,
American Institute of Certified LLC, consisting of one
Public Accountants, and is a former outside director (John Brown
member of the Board of Directors of III), and $350 for attending
Baltimore Bancorp. the meeting of the Bank's
Loan Committee, consisting
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
meeting of the Company's
subsidiary Mariner Finance,
LLC, consisting of one
outside director (John Brown
III), and $350 for attending
the meeting of the Bank's
Loan Committee, consisting
Patricia Schmoke, MD has been a of one outside director (Barry
practicing ophthalmologist since B. Bondroff). The members
Patricia 54/ Director since 1982. She is also the president of of the Audit Committee
Schmoke, MD 1999/ Expires 2011 Metropolitan Eye Care Associates, receive $2,500 for each Audit
providing eye care with Baltimore Committee meeting
Medical System. attended. Directors also
receive a yearly grant of
John Brown III is President of stock options to purchase
M.B.K. Enterprises, Inc. (R. J. 500 shares of common stock
Bentleys' Restaurant) and and are granted stock
60/ Director since
John Brown III managing partner of the College options to purchase 100
2002/ Expires 2011
Park Professional Center. Mr. shares of common stock for
Brown is also the former Chairman each committee meeting
of the Maryland Stadium Authority. they attend. Each committee
Anirban Basu is the founder, chairman receives options to
Chairman and CEO of Sage Policy purchase 150 shares of
Group, Inc., an economic and policy common stock for each
consulting firm in Baltimore, committee meeting he
Maryland since 2004. He has a attends. Directors receive no
39/ Director since Bachelor of Science Degree from other compensation for
Anirban Basu attending meetings and
2008/ Expires 2011 Georgetown University, and
Master's Degrees from Harvard receive no annual retainer.
University and The University of
Maryland as well as a J.D. from the
University of Maryland School of
Law.
Gregory A. Devou is the Executive
Vice President and Chief Marketing
Officer for CareFirst Blue Cross
Gregory A. 56/ Director since BlueShield, a healthcare payor
Devou 2008/ Expires 2010 since 1996. Prior to that, Mr. Devou
served for a year as CareFirst
Senior Vice President for Corporate
Marketing.
Edith B. Brown has been the
principal of Edie Brown &
Associates since 2000. She is an
independent consultant in Public
74/ Director since
Edith B. Brown Relations to the state department of
1998/ Expires 2010
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 previously served as
George H. 65/ Director since President of the Company and
Mantakos 1994/ Expires 2010 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
Michael R. 65/ Director since of the American Pilots Association.
Watson 1998/ Expires 2010 He was the former President of the
Association of Maryland Pilots.
Hector Torres is the Executive
Director of the Governor's
56/ Director since Commission on Hispanic Affairs.
Hector Torres
2003/ Expires 2010 He was formerly the Battalion Chief
and Public Information Officer of the
Baltimore City Fire Department.
Joseph A. Cicero is the President of
the Company and Chief Operating
Officer of the Bank. Mr. Cicero was
Maryland Area President of First
Union Bank during 1996 and
Joseph A. 63/ Director since Maryland Area President for First
Cicero 1996/ Expires 2009 Fidelity Bank from November 1994
to December 1995. Prior thereto, he
was Executive Vice President and
Chief Financial Officer and Director
of Baltimore Bancorp from January
1992 to November 1994.
Howard Friedman has been the
Chairman of Circa Capital, since
1997. From 1987 to 1997 he was
Howard 42/ Director since
the Publisher and CEO of
Friedman 1999/ Expires 2009
Whitemark Press, Inc. He is the
managing partner of Lanx Capital
LLC, a hedge fund advisory firm.
John J. Oliver, Jr. has been the
John J. Oliver, 62/ Director since
CEO and Publisher of the Afro-
Jr. 1997/ Expires 2009
American Newspapers since 1996.
John McDaniel is Chief Executive
Officer of MedStar Health, Inc., a
multi-institutional, not-for-profit,
health care organization serving
Washington, DC, Maryland, Virginia
and the mid-Atlantic region. Mr.
McDaniel served as Chairman of
the Greater Washington Board of
65/ Director since Trade, and is currently a member of
John McDaniel the Executive committee for
2006/ Expire 2009
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
60/ Director since
Robert Caret University from 1991-1995. He is
2006/ Expires 2009
currently a member of the 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
The Executive Committee consists of Edwin F. Hale, Sr. (Chairman), Barry B. Bondroff, Joseph A. Cicero, Patricia Schmoke, Michael
R. Watson, Anirban Basu, John P. McDaniel, and George
The Audit Committee of the Board of Directors consists of Michael R. Watson (Chairman), Barry B. Bondroff, Gregory A. Devou, and
The Compensation Committee of the Board of Directors consists of Barry Bondroff (Chairman), Robert L. Caret, and Edith B. Brown.
The Nominating Committee consists of John Brown, III (Chairman), Edith B. Brown, and Robert L. Caret.
First Potomac Realty Trust
7600 Wisconsin Avenue,
11th Floor
Bethesda, Maryland 20814
Tel (301) 986-9200
www.first-potomac.com
Number
Number Last
Public or of Names of Business Background
of Age/Term/Expiration Board Compensation Updated/
Private Female Directors Information
Directors Source
Directors
Richard B. Chess is an attorney As compensation for serving on
and is currently managing partner our Board of Trustees in 2007,
of the Chess Law Firm, located in each of our nonemployee
Richmond, Virginia. He is also trustees received a cash fee of
President of American Realty $16,000. The chairmen of the
Capital Markets, a securities Audit, Compensation,
broker dealer focused on real Nominating & Governance,
estate. Mr. Chess has served as Finance & Investment,
a trustee since our initial public committees received additional
offering and was a director of our cash fees of $15,000, $10,000,
Predecessor from 1997 until our $10,000, and $10,000,
54/ Director since
Public 8 0 Richard B. Chess initial public offering. From 1987 respectively; provided, however, 2008 Proxy
2003/ Expires 2009
to 1997, Mr. Chess was Director a trustee may not receive more
of Acquisitions for United than one chairman‘s fee. Mr.
Dominion Realty Trust, a publicly Heller receives an additional
traded real estate investment cash fee of $30,000 for his
trust that invests in apartment service as Lead Independent
properties. He received his Trustee. Each non-employee
Bachelor of Science Degree from trustee who was a member of
the University of Pittsburgh and the Audit Committee (other than
Juris Doctorate from the the chairman) received an
University of Richmond Law additional fee of $10,000 and
School. each non-employee trustee who
was a member of any other
committee of the Board (other
than the chairman) received an
additional cash fee of $5,000
with respect to each committee
on which he served. In addition,
in May 2007, each of our non-
employee trustees received a
grant of 1,500 restricted
Common Shares, all of which
Trustee. Each non-employee
trustee who was a member of
the Audit Committee (other than
the chairman) received an
additional fee of $10,000 and
each non-employee trustee who
was a member of any other
Louis T. Donatelli is one of the
committee of the Board (other
founders of the Company and
than the chairman) received an
has served as the Chairman of
additional cash fee of $5,000
the Board of the Company since
with respect to each committee
our Predecessor‘s founding in
on which he served. In addition,
1997. Mr. Donatelli has informed
in May 2007, each of our non-
the Board that he will not stand
employee trustees received a
for reelection as Chairman on
74/ Director since grant of 1,500 restricted
Louis T. Donatelli May 22, 2007. Effective March 1,
2003/ Expires 2009 Common Shares, all of which
2006, Mr. Donatelli became a
will vest on the one-year
non-employee member of the
anniversary of the date of grant.
Board. Mr. Donatelli is the
We reimburse all trustees for
founder and Chairman of
reasonable out-of-pocket
Donatelli Development, Inc. Mr.
expenses incurred in connection
Donatelli is an alumnus of
with their service on the Board
Villanova University. He is the
of Trustees and any and all
father of Douglas J. Donatelli.
committees.
Alan G. Merten has served as the
President of George Mason
University since July 1996, and
has been a trustee of the
Company since October 27,
2005. Dr. Merten was Dean of
the Johnson Graduate School of
Management of Cornell
University from 1989 to 1996, the
Dean of the College of Business
Administration at the University of
Florida from 1986 to 1989, and
Associate Dean for Executive
66/ Director since
Alan G. Merten Education and Computing
2005/ Expires 2009
Sciences at the University of
Michigan from 1984 to 1986. He
serves on the Board of Trustees
of mutual funds affiliated with
Legg Mason Partners and the
Board of Directors of Cardinal
Financial Corporation. He holds a
Bachelor of Science in
mathematics and Ph.D. in
computer science from the
University of Wisconsin and a
Master of Science in computer
science from Stanford University.
Terry L. Stevens is the Vice
President and Chief Financial
Officer of Highwoods Properties,
Inc. (―Highwoods‖) located in
Raleigh, North Carolina. Mr.
Stevens joined Highwoods in
December 2003. Highwoods is a
publicly traded real estate
investment trust that owns office,
industrial and retail properties.
Mr. Stevens has served as a
trustee of the Company since our
initial public offering. Prior to
joining Highwoods, Mr. Stevens
held various executive positions
59/ Director since from 1994 to 2003 with Crown
Terry L. Stevens
2003/ Expires 2009 American Realty Trust, a retail
real estate company that merged
with ennsylvania Real Estate
Investment Trust, a publicly
traded company, including
Executive Vice President, Chief
Financial Officer and Trustee.
From 1990 to 1994, Mr. Stevens
was Director of Financial
Systems Development as well as
Director of Internal Audit at
AlliedSignal, Inc., a large multi-
national manufacturer. He also
spent 18 years with Price
Waterhouse, an international
accounting firm, including seven
years as an audit partner. Mr.
R. Michael McCullough was
employed by Booz, Allen &
Hamilton Inc. (―Booz Allen‖), a
global consulting firm, from 1965
through 1996. He was the
Chairman and Chief Executive
Officer of Booz Allen from 1984
to 1992, and from 1992 until his
retirement in 1996, Mr.
McCullough was the Senior
Chairman of Booz Allen. Mr.
R. Michael 69/ Director since McCullough has served as a
McCullough 2003/ Expires 2009 trustee of the Company since our
initial public offering and is
currently also a Director of
Watson Wyatt Worldwide, a
global consulting firm. Mr.
McCullough was previously a
director of Charles E. Smith
Residential Realty, Inc. Mr.
McCullough received a Bachelor
of Science degree in Electrical
Engineering from the University
of Detroit.
J. Roderick Heller, III is the
Chairman of Carnton Capital
Associates, a private investment
corporation. From May 1986 to
December 1997, Mr. Heller
served as Chairman and Chief
Executive Officer of NHP
Incorporated and various related
organizations, including National
Corporation for Housing
Partnerships. NHP Incorporated,
prior to its sale in December
1997, was a publicly traded
70/ Director since company that, collectively with
J. Roderick Heller
2003/ Expires 2009 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,
Douglas J. 46/ Director since Inc. (now Donatelli Development,
Donatelli 2003/ Expires 2009 Inc. (―DDI‖)), a real estate
development and investment firm
located in Washington, D.C., and
President of D&K Management,
DDI‘s property management
subsidiary, where he oversaw all
of the major operational aspects
of DDI‘s property ownership
activities. From 1985 to 1991, Mr.
Donatelli also served as
President of D&K Broadcasting, a
communications subsidiary of
DDI that owned Fox-network
affiliated television stations. Mr.
Donatelli serves on the board of
Catholic Charities Foundation of
Washington, D.C. and is a
Robert H. Arnold is the Co-
Managing Director of R.H. Arnold
& Company, LLC, a New York-
based investment banking firm
which specializes in providing
advisory services to U.S. and
international investment funds,
and advising corporations on
capital raising, mergers,
acquisitions, divestitures and
valuations. Mr. Arnold has served
as a trustee since our initial
public offering and was a director
of First Potomac Realty
64/ Director since Investment Trust, Inc. (our
Robert H. Arnold
2003/ Expires 2009 ―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.
The Audit Committee consists of Messrs. Stevens (Chairman), Chess and McCullough.
The Compensation Committee consists of Messrs. McCullough (Chairman), Chess, and Dr. Merten.
The Nominating & Governance Committee consists of Dr. Merten (Chairman) and Messrs. Arnold and Heller.
Federal Realty Investment
Trust 1626 East Jefferson
Street Rockville, Maryland
20852 www.federalrealty.com
(301) 998-8100
Number
Number Last
Public or of Names of Business Background
of Age/Term/Expiration Board Compensation Updated/
Private Female Directors Information
Directors Source
Directors
Vice Chairman of Staple, Inc.
since 2000, with responsibility for
overseeing domestic and
international growth in its retail
and commercial operations.
In 2007 the Non-Executive
President of Staples Realty &
Chairman of the Board was
Development from 1997 to 2000.
eligible to receive an annual fee
Held various other officer
Joseph S. 59/ Director since 2002/ for Board service of $135,000
Public 7 2 positions associated with Staples' 2008 Proxy
Vassalluzzo Expires 2009 and each other nonemployee
growth and worldwide expansion
Trustee was eligible to receive
from 1989 to 1997. Held various
an annual fee of $80,000. A
officer positions with American
minimum of 20% of that annual
Stores Co. from 1976 to 1989.
fee was required to be paid in
Held various positions in sales,
Shares; however, each Trustee
operations and real estate with
had the option to take up to the
Mobil Corp. and Amerada Hess
entire amount of the fee in
Corp. from 1969 to 1976.
Shares. For 2007, each Trustee
elected to take between 20%
and 100% of his or her fee in
Shares. In addition to the annual
fee, the chairman of the Audit
Committee received $15,000 for
service as Audit Committee
chairman and the chairmen of
each of the Compensation and
Nominating and Corporate
Governance Committees
received $10,000 for service as
chairmen of those committees.
The actual annual fee and
chairman fee that a Trustee was
eligible to receive was prorated
based on the number of months
minimum of 20% of that annual
fee was required to be paid in
Shares; however, each Trustee
had the option to take up to the
entire amount of the fee in
Shares. For 2007, each Trustee
Managing Partner of Fountain elected to take between 20%
Square Properties, a diversified and 100% of his or her fee in
real estate company, since 2003 Shares. In addition to the annual
and President of Sunrise fee, the chairman of the Audit
Assisted Living Foundation Inc. Committee received $15,000 for
since 2000. President of Sunrise service as Audit Committee
Assisted Living, Inc. from 1997 to chairman and the chairmen of
2000. Executive Vice President each of the Compensation and
and Chief Financial Officer of Nominating and Corporate
Sunrise Assisted Living, Inc. from Governance Committees
1993 to 1997. Vice President of received $10,000 for service as
Credit Suisse First Boston from chairmen of those committees.
1991 to 1993, directing the real The actual annual fee and
estate advisory business from the chairman fee that a Trustee was
RTC in the Washington, DC area. eligible to receive was prorated
50/ Director since 2003/ based on the number of months
David W. Faeder Vice President of Morgan Stanley
Expires 2010 during the year he or she served
and Company, Inc. from 1984 to
1991, specializing in real estate as a Trustee, Non-Executive
transactions and financings. MBA Chairman or chairman of a
student at the Colgate Darden committee, as applicable. Each
Grduate School of Business Trustee also was reimbursed for
Administration of the University of expenses incurred in connection
Virginia from 1982 to 1984. with performing his or her
Senior Accountant with Ernst and responsibilities as a Trustee. Mr.
Whinney from 1981 to 1982. Vice Wood did not receive any
President-Finance/ Controller of compensation for his service on
Better Homes of Virginia from the Board in 2007.
1979 to 1981. Staff Accountant
with Goodman and Company
from 1978 to 1979. Director of
Vista Care, Inc.
President of Flood, Famble
Associates, Inc. since 1984.
Senior Vice President of
Manufacturers Hanover Corp with
responsibility for all equity
investments from 1977 to 1984.
Vice President of Research for
61/ Director since 1996/
Kristin Gamble Foley, Warendorf & Co. from
Expires 2010
1976 to 1977. Vice President of
New Court Capital Management
from 1971 to 1976. Security
Analyst with Merrill, Lynch,
Pierce, Fenner & Smith from
1968 to 1971. Director of Ethan
Allen Interiors, Inc.
Former Executive Vice President
of BearingPoint, Inc., a
management and technology
consulting firm that provides
application services, technology
solutions and managed services
to companies and government
organizations, from July 2002
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 and CEO of the Truth
since 2003. President and Chief
Operating Officer of the Trust
from 2001 until 2003. Senior Vice
President and Chief Operating
Officer from 2000 to 2001. Senior
Vice President-Chief Operating
Officer and Chief Financial
Officer of the Trust from 1999 to
2000. Senior Vice President-
Treasurer and Chief Financial
Officer from 1998 until 1999.
46/ Director since 2003/
Donald C. Wood Senior Vice President and Chief
Expires 2008
Financial Officer of Caesars
World, Inc. from 1996 until 1998.
Held various financial positions,
including Vice President and
Deputy Controller, with ITT
Corporation, from 1990 to 1996.
Vice President of Finance of the
Trump Taj Mahal Associates
from 1989 to 1990. Held various
positions, including audit
manager, with Arthur Andersen
LLP from 1982 to 1989.
Warren M. Thompson, President
and Chairman of Thompson
Hospitality Corporation, a food
service company that owns and
Warren M. 48/ Director since 2007/
operates restaurants and contract
Thompson Expires 2011
food services, since founding the
company in October 1992.
Director of Hilb, Rogal & Hobbs,
an insurance brokerage company.
Jon E. Bortz, President, Chief
Executive Officer and a Trustee
of LaSalle Hotel Properties since
its formation in 1998, including
serving as Chairman of the Board
since 2001; various other
positions within Jones Lang
LaSalle Incorporated (formerly
known as LaSalle Partners) from
1981 until 1998, including
Managing Director of the
Investment Advisory Division,
founder of the Hotel Group and
Senior Vice President of the
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 (Chair), Jon E. Bortz, Kristin Gamble, and Warren Thompson.
The Compensation Committee members are Jon E. Bortz (Chair), David W. Faeder, Gail P. Steinel, and Joe Vassalluzzo.
The Nominating and Corporate Governance Committee members are Kristin Gamble (Chair), Gail Steinel, Warren Thompson,
FIRST UNITED CORPORATION
19 South Second Street P.O.
Box 9 Oakland, Maryland
21550-0009
www.mybankfirstunited.com
(888) 692-2654
Number
Number Last
Public or of Names of Business Background
of Age/Term/Expiration Board Compensation Updated/
Private Female Directors Information
Directors Source
Directors
David J. 67/ Director since 1985/ Fred E. Beachy Lumber, Co.,
Public 16 4 Directors who are not 2008 Proxy
Beachy Expires 2011 Inc. Building Supplies - retired.
employees of the Corporation
or the Bank receive $400 for
Consultant and Director of Dan attending each meeting of
Ryan Builders, Inc. Former Chief the Corporation‘s Board and
Faye E. 58/ Director since 2004/ $400 for attending each
Executive Officer and President
Cannon Expires 2011 meeting of a committee on
of F&M Bancorp, Frederick,
Maryland - retired. which the director serves.
68/ Director since 1993/ Outside Directors also
Paul Cox, Jr. Owner, Professional Tax Service. receive an annual retainer
Expires 2011
Chairman of the Board/CEO: fee of $11,000. The
William B. 54/ Director since 1995/ Chairperson of each of the
First United Corporation and
Grant Expires 2011 Audit Committee (Mr.
First United Bank & Trust.
Certified Public Accountant. McCullough), Compensation
John W. 58/ Director since 2004/ Committee (Ms. McDonald)
Retired in 1999 as Partner of
McCullough Expires 2011 and Nominating Committee
Ernst & Young, LLC.
(Mr. Moran) receives an
President, Hobby House Press, additional annual retainer of
Inc., dba: Total Biz Fulfillment, $2,500. All directors also
provides business services. serve on the board of
59/ Director since 2004/
Gary R. Ruddell Member, Gary R. Runddell LLC, directors of the Bank.
Expires 2009
commercial real estate. Member, Outside directors of the Bank
MSG Glendale Properties LLC, receive $400 for attending
residential real estate. each meeting of the Bank‘s
Board and $300 for attending
each meeting of a Bank
Board committee on which
the director serves. All
directors of the Corporation
and its subsidiaries are
$2,500. All directors also
serve on the board of
directors of the Bank.
Outside directors of the Bank
receive $400 for attending
each meeting of the Bank‘s
Raymond F. 71/ Director since 1996/ Board and $300 for attending
Tax Consultant. each meeting of a Bank
Hinkle Expires 2009
President/CFO/ Secretary/ Board committee on which
61/ Director since 1990/ Treasurer, First United the director serves. All
Robert W. Kurtz directors of the Corporation
Expires 2009 Corporation and First United
Bank & Trust. and its subsidiaries are
Elaine L. 59/ Director since 1995/ permitted to participate in the
Realtor, Long & Foster Realtors. Corporation‘s non-qualified
McDonald Expires 2009
Donald E. 77/ Director since 1988/ Secretary/ Treasurer, Moran Executive and Director
Moran Expires 2009 Coal Corporation. Deferred Compensation Plan
(the ―Deferred Compensation
M. Kathryn 57/ Director since 2005/ Certified Public Accountant, Plan‖). A discussion of the
Burkey Expires 2010 Owner, M. Kathryn Burkey, CPA material terms of the
President, Morgantown Printing Deferred Compensation Plan
H. Andrew 47/ Director since 2006/ follows the table entitled
& Binding; Member, MEGBA,
Walls, III Expires 2010 ―Deferred Compensation
LLC.
President/ Mountaineer Log & Plan‖ that appears below in
Siding Co., Inc. President, the section entitled
56/ Director since 1991/ Recreational Industries Inc.; ―REMUNERATION OF
Karen F. Myers EXECUTIVE OFFICERS‖.
Expires 2010 Member, DC Development LLC;
Real Estate Broker, Deep Creek
Mountain Resort.
President, Rudy's Inc., Retail
55/ Director since 1992/
I. Robert Rudy Apparel and Sporting Goods.
Expires 2010
Member, DC Development LLC.
Retired. Served as Chairman,
President and Chief Executive
Richard G. 68/ Director since 1985/
Officer of First United
Stanton Expires 2010
Corporation and First United
Bank & Trust until 1996.
61/ Director since 1995/ Vice President, Oakview Motors,
Robert G. Stuck
Expires 2010 Inc. - retired.
The Audit Committee consists of David J. Beachy, M. Kathryn Burkey, Faye E. Cannon, Paul Cox, Jr., Raymond F. Hinkle, John W. McCullough, Richard
G. Stanton, and Robert G. Stuck.
The Asset and Liability Management Committee consists of David J. Beachy, Paul Cox, Jr., William B. Grant, Raymond F. Hinkle, Robert W. Kurtz, John
W. McCullough, Elaine L. McDonald, Gary R. Ruddell, I. Robert Rudy, Richard G. Stanton, H. Andrew Walls, III, and Robert G. Stuck.
The Executive Committee consists of Paul Cox, Jr., William B. Grant, Robert W. Kurtz, Donald E. Moran, I. Robert Rudy, Richard G. Stanton, and Robert G. Stuck
The Strategic Planning Committee consists of Faye E. Cannon, Paul Cox, Jr., William B. Grant, Raymond F. Hinkle, Robert W. Kurtz, Elaine L. McDonald, Donald E. Moran, Gary R. Ruddell, I. Robert Rudy, and Richar
The Compensation Committee consists of M. Kathryn Burkey, Faye E. Cannon, Raymond F. Hinkle, Elaine L. McDonald, Richard G. Stanton, and Robert G. Stuck.
The Nominating Committee consists of David J. Beachy, M. Kathryn Burkey, Faye E. Cannon, Paul Cox, Jr., John W. McCullough, Elaine L. McDonald, Donald E. Moran, and Richard G. Stanton.
I. Robert Rudy, and Richard G. Stanton.
GLEN BURNIE BANCORP
101 Crain Highway, S.E.
Glen Burnie, Maryland 21061
www.thebankofglenburnie.com
(410) 766-3300
Number
Number Last
Public or of Names of Business Background
of Age/Term/Expiration Board Compensation Updated/
Private Female Directors Information
Directors Source
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 Currently, all directors are
1994. He is the owner and manager paid a fee of $1,000 for each
of commercial and residential combined regular or special
John E. 60/ Director since
Public 12 3 properties in northern Anne Arundel meeting of the Company and 2008 Proxy
Demyan 1995/ Expires 2011
County, Maryland. Mr. Demyan is the Bank attended, with fees
also a commercial multi-engine pilot paid for one excused
and flight instructor. He is an active absence. In addition to the
volunteer with Angel Flight Mid- foregoing director‘s fees, Mr.
Atlantic, an organization that Demyan is compensated at
provides free air transportation for the rate of $30,000 per
medical treatments to individuals annum for the additional
who have exhausted their responsibilities of serving as
resources as a result of their the Chairman of the Board.
medical condition. Directors (other than F.
William Kuethe, Jr., Mr.
Demyan and Mr. Livingston
who receive no fees for
committee meetings) are
paid an additional $300
chairman fee or $200
member fee, as applicable,
for each committee meeting.
Directors are also eligible for
annual bonuses.
Demyan is compensated at
the rate of $30,000 per
annum for the additional
responsibilities of serving as
the Chairman of the Board.
Directors (other than F.
William Kuethe, Jr., Mr.
Charles Lynch, Jr. is President of Demyan and Mr. Livingston
The General Ship Repair who receive no fees for
Corporation in Baltimore, Maryland committee meetings) are
and has nearly 30 years of paid an additional $300
experience in marine engineering chairman fee or $200
and ship repair. He holds a member fee, as applicable,
Bachelor of Science degree in for each committee meeting.
Charles 54/ Director since
Industrial Engineering, with a minor Directors are also eligible for
Lynch, Jr. 2003/ Expires 2011 annual bonuses.
in 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 works in software design and
F.W. Kuethe, 48/ Director since
systems integration at Northrop
III 1992/ Expires 2011
Grumman Corp. (formerly
Westinghouse Electric
Corporation). He is a graduate of
the Maryland Banking School.
Frederick W. Kuethe, III is the son
of F. William Kuethe, Jr.
Mary Lipin Wilcox is a teacher at
Belle Grove Elementary School in
Brooklyn Park, Maryland. She is an
active member of her church, the
teacher‘s association and the
Mary Lou 59/ Director since
community. She has served on the
Wilcox 1997/ Expires 2011
Glen Burnie Improvement
Association‘s Carnival Banking
Committee for over 35 years as well
as serving on other Carnival
committees.
Michael G. Livingston was
appointed Deputy Chief Executive
Officer and Executive Vice
President in August 2004 and
became a Director on January 1,
2005. Mr. Livingston was a Senior
Vice President from January 1998
Michael G. 54/ Director since
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 was formerly
F. William 75/ Director since
President of Glen Burnie Mutual
Kuethe, Jr. 1995/ Expires 2008
Savings Bank from 1960 through
1995. Mr. Kuethe, a former licensed
appraiser and real estate broker,
has banking experience at all
levels. F. William Kuethe, Jr. is the
father of Frederick W. Kuethe, III.
Thomas Clocker has been the
owner/operator of Angel‘s Food
Market in Pasadena, Maryland
since 1960. He served on the Mid-
Atlantic Food Association‘s board of
Thomas 73/ Director since
directors for nine years and is a
Clocker 1995/ Expires 2010
founding member of the Pasadena
Business Association. Mr. Clocker
is actively involved in the
community as a supporter of local
schools, athletic associations and
scouting groups.
William N. Scherer, Sr. has been a
member of the local business
community since 1952 when he
owned and operated an accounting
and tax business. After graduating
from law school in 1962, he opened
a law practice in Glen Burnie. He
William N. 84/ Director since
currently specializes in wills and
Scherer, Sr. 1995/ Expires 2010
estates. He previously operated
Scherer‘s Market in Jessup,
Maryland from 1960 to 2004. Mr.
Scherer is chairman of the Audit
Committee. Mr. Scherer is past
director of the Chartwell Golf and
Country Club and past director of
the Mariner Sands Chapel.
Karen B. Thorwarth is a Certified
Insurance Counselor and a licensed
agent. She has 24 years of
Karen B. 50/ Director since
experience including commercial
Thorwarth 1995/ Expires 2010
property and casualty insurance,
marketing, and underwriting of
commercial boat and pleasure
yacht insurance.
Shirley E. Boyer is the
owner/manager of a large number
of residential properties in Anne
Shirley E. 71/ Director since Arundel County, Maryland. She has
Boyer 2006/ Expires 2010 13 years experience in the local
banking industry where she was
given progressive responsibilities,
holding positions from Teller to
Assistant Branch Manager.
Norman E. Harrison has 32 years of
experience as a certified public
accountant. He is a founding
partner of Harrison, Fields &
Company, LLC, a public accounting
firm specializing in auditing,
accounting, taxes and consulting.
Prior to opening the company, Mr.
Harrison was a senior partner
responsible for managing the
Baltimore office of Stegman &
Norman E. 62/ Director since
Company, P.A., a large regional
Harrison 2005/ Expires 2009
public accounting firm. Mr. Harrison
is a member of the American
Institute of Certified Public
Accountants, the Maryland
Association of Certified Public
Accountants and the National
Association of Credit Union
Supervisory and Auditing
Committee. He currently serves as
an advisory board member of
several corporations.
Edward L. Maddox has 31 years of
professional experience in the
financial services industry. He
currently provides expertise in the
areas of profitability reporting,
commercial lending revenue
enhancement and international
cash management products to
major U.S. banks as a consultant
with Automated Financial Systems.
During his career Mr. Maddox
worked in the operations division of
First National Bank of Maryland and
the Equitable Trust Company. He
was a member of the Adjunct
Edward L. 57/ Director since Faculty at Loyola College from 1980
Maddox 2005/ Expires 2009 - 1985 while serving as the Director
of Consulting for Commercial
Banking Funds Management with
Littlewood, Shain & Company. In
2003, Governor Robert L. Ehrlich
appointed Mr. Maddox to the
Maryland State Information
Technology Board. He served as a
Delegate on the Greater Severna
Park Council from 1979-1982 and
1989-1993. He currently serves on
the Shipley‘s Choice Community
Association‘s Board of Directors
where he has held several
leadership positions including a
three-year term as President.
The Audit Committee consists of Directors William N. Scherer, Sr., Shirley E. Boyer, Karen B. Thorwarth, Norman E.
The Compensation Committee is composed of Directors Shirley E. Boyer, F. William Kuethe, Jr., John E. Demyan, William N.
Scherer, Sr., Frederick W. Kuethe, III, Thomas Clocker, Michael G. Livingston, Norman Harrison, and Karen Thorwarth.
The independent members of the Company‘s Board of Directors acts as a nominating committee for the annual
selection of its nominees for election as directors, and the Board held one meeting during 2008 in order to make
nominations for directors.
GENVEC, INC.
65 West Watkins Mill Road
Gaithersburg, Maryland 20878
www.genvec.com
(240) 632-0740
Number
Number Last
Public or of Names of
of Age/Term/Expiration Background Information Board Compensation Updated/
Private Female Directors
Directors Source
Directors
Prior to joining GenVec, he was Executive
Vice President of Research and
Development with Oncologix, Inc. (now
Antigenics, Inc.), a biotechnology company.
Previous experience included Manager,
Cancer Research at Pfizer, Inc., a
pharmaceutical company. Dr. Fischer
Paul H. Fischer, 58/ Director since 1996/ 2008
Public 7 0 received his B.S. in Biology from the
Ph.D Expires 2009 Proxy
University of Denver, his Ph.D. in
The Company‘s current policy
Pharmacology from the University of
for the compensation of non-
California at San Francisco and performed
employee directors, which was
post-doctoral research in Pharmacology at
in place for 2007, provides that
Yale University School of Medicine and was
nonemployee directors of the
an associate Professor of Human Oncology
Company receive $20,000
at the University of Wisconsin.
annually for their service on the
Board of Directors, $2,000 for
each Board meeting attended,
and $1,000 for each committee
meeting attended. Additionally,
the chairman of each of the
Company‘s committees
receives an additional annual
payment of $3,500 with the
exception of the Audit
Committee chairman who
receives an annual payment of
$5,000. The Chairman of the
Board of Directors receives
$24,000 annually, $4,000 for
each Board meeting attended,
and $1,000 per committee
meeting.
for the compensation of non-
employee directors, which was
in place for 2007, provides that
nonemployee directors of the
Company receive $20,000
annually for their service on the
Dr. Hockmeyer founded MedImmune, Inc. in Board of Directors, $2,000 for
April 1988 as President and Chief Executive each Board meeting attended,
Officer and was elected as a director of and $1,000 for each committee
MedImmune in May 1988. Dr. Hockmeyer meeting attended. Additionally,
became Chairman of the Board of Directors the chairman of each of the
of MedImmune in May 1993. He Company‘s committees
relinquished his position as Chief Executive receives an additional annual
Officer in October 2000 and now serves as payment of $3,500 with the
the Chairman of the Board of Directors and exception of the Audit
President of MedImmune Ventures, Inc. Dr. Committee chairman who
Hockmeyer earned his bachelor‘s degree receives an annual payment of
from Purdue University and his Ph.D. from $5,000. The Chairman of the
Wayne T. 63/ Director since 2000/ the University of Florida in 1972. Dr. Board of Directors receives
Hockmeyer, Ph.D Expires 2009 Hockmeyer was recognized in 1998 by the $24,000 annually, $4,000 for
University of Florida as a Distinguished each Board meeting attended,
Alumunus and in 2002, Dr. Hockmeyer was and $1,000 per committee
awarded a Doctor of Science honoris causa meeting.
from Purdue University. Dr. Hockmeyer is a
member of the Maryland Economic
Development Commission and the Maryland
Governor‘s Workforce Investment Board
(GWIB). He is also a member of the Board
of Directors of Advancis Pharmaceutical
Corporation, Vanda Pharmaceuticals Inc.,
Idenix Pharmaceuticals, Inc., and TolerRx,
Inc. and serves on the boards of several
educational and philanthropic organizations.
Dr. Horovitz served as a director of Diacrin
from 1994 to August 2003. Dr. Horovitz was
Vice President, Business Development and
Planning at Bristol-Myers Squibb
Pharmaceutical Group from 1991 until 1994
and was Vice President, Licensing from
Zola P. Horovitz, 73/ Director since 2003/ 1989 to 1991. Prior to 1989, Dr. Horovitz
Ph.D Expires 2010 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
Marc R. Schneebaum has served as a
director of GenVec since April 2007 as a
successor to Barbara H. Franklin. Mr.
Schneebaum is Chairman of the Audit
Committee. Mr. Schneebaum is currently
President and CEO of Sensors for Medicine
and Science, Inc. (SMSI), an emerging
medical technology company. Previously, he
served as Senior Vice President, Finance,
Business Development and Administration,
and CFO of Genetic Therapy, Inc. (GTI), a
Marc R. 55/ Director since 2007/ biotechnology company. Prior to his tenure
Schneebaum Expires 2011 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
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
William N. Kelley, 68/ Director since 2002/
for the Medical Center, Dean of the School
M.D. Expires 2010
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.,
Mr. Rooney is currently the president of
Beacon Consulting Group, a company
focused on providing strategic consulting
services to biopharmaceutical executives, a
position he has held since 2007. Previously,
from 2005 to 2007 he served as vice
president, sales and marketing, for
MedImmune‘s oncology division. Prior to
this, from 2003 to 2005, he was a Senior
Director of Marketing at MedImmune. From
July 1997 to July 2003, Mr. Rooney worked
for Bristol-Myers Squibb Company holding
42/ Director since 2008/ positions of increasing responsibility,
Kevin M. Rooney
Expires 2011 including, Senior Director of Marketing,
Director of Marketing, and Senior Product
Manager. Mr. Rooney also held marketing
positions at Glaxo Wellcome, Inc. and
Burroughs Wellcome Company. He received
his MBA from the J.L. Kellogg School of
Management at Northwestern University and
his bachelor‘s degree from the University of
Virginia. He is also a member of the board
of trustees for the National Foundation for
Infectious Disease, a non-profit foundation
for infectious disease education of medical
professionals and the public.
Mr. Ruch served as a director of Diacrin
from March 1998 to August 2003. Mr. Ruch
is the Chairman and Chief Executive Officer
of Rho Capital Partners, Inc., an investment
and venture capital management company,
which he co-founded in 1981. Prior to
58/ Director since 2003/ founding Rho, Mr. Ruch was employed in
Joshua Ruch
Expires 2011 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.
The members of the Nominating and Corporate Governance Committee are William N. Kelley, M.D. (Chairman), Wayne T. Hockmeyer, Ph.D. and Zola P. Horovitz, Ph.D.
The members of the Audit Committee are Marc R. Schneebaum (Chairman), Zola P. Horovitz, Ph.D., William N. Kelley, M.D., and Kevin M. Rooney.
The members of the Compensation Committee are Wayne T. Hockmeyer, Ph.D. (Chairman), Joshua Ruch, and Marc R. Schneebaum.
GP Strategies Corporation.
6095 Marshalee Drive, Suite
300
Elkridge, MD 21075
www.gpworldwidecom
(888) 843-4784
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
President from 2001 until February
2006 and Chief Executive Officer
Our Board of Directors has
since April 2005. He was Chief
adopted guidelines for the
Financial Officer from 1989 until
compensation of our non-
December 2005, Executive Vice
employee directors. Effective
President from 1998 to 2001, and
July 1, 2006, our non-
Vice President from 1985 to 1998. He
employee directors are paid
has been a Director of GSE Systems,
a retainer of $25,000 per
Scott N. 50/Director since Inc. ("GSE") since 1999 and was a
Public 7 1 year. In addition, the 2007 proxy
Greenberg 1987/2008 Director of Five Star Products, Inc.
Chairman of the Board
("Five Star") from 1998 to 2003 and a
receives an additional
Director of Valera Pharamceuticals
$40,000 per year; the
("Valera') until January 2005. Mr.
Chairman of the Audit
Greenberg has also been a Director
Committee receives an
and Chief Financial Officer of
additional $15,000 per year;
National Patent Development
members of the Audit
Corporation
Committee receive an
("NPDC") since 2004.
additional $5,000 per year;
the Chairman of the
Compensation Committee
receives an additional $5,000
per year; and members of
the Compensation
Committee receive an
additional $2,500 per year.
These annual fees are
prorated and paid on a
quarterly basis. At the option
of the directors, up to one-
half of the fees may be paid
in shares of our Common
Stock. In addition to the
annual retainers, each non-
$40,000 per year; the
Chairman of the Audit
Committee receives an
additional $15,000 per year;
members of the Audit
Committee receive an
additional $5,000 per year;
the Chairman of the
He has been Chairman and
Compensation Committee
Managing Member of Bedford Oak
receives an additional $5,000
Management, LLC since 1998. Prior
per year; and members of
thereto, Mr. Eisen served as Senior
the Compensation
Vice President of Travelers, Inc. and
Committee receive an
of Primerica prior to its merger with
additional $2,500 per year.
Travelers in 1993. Mr. Eisen has over
These annual fees are
thirty years of asset management
prorated and paid on a
experience, is often consulted by the
quarterly basis. At the option
national media for his views on all
of the directors, up to one-
phases of the investment
half of the fees may be paid
marketplace, and is frequently quoted
in shares of our Common
in The Wall Street Journal, The New
Stock. In addition to the
York Times, PensionWorld, U.S.
annual retainers, each non-
64/Director since News & World Report, Financial
Harvey P. Eisen employee director receives
2005/Expires 2008 World and Business Week, among
$1,500 for each Board
others. Mr. Eisen also appears
meeting attended and $750
regularly on such television programs
for each committee meeting
as Wall Street Week, CNN, and
attended, but only if the
CNBC. Mr. Eisen is a Trustee of the
committee meeting is held on
University of Missouri Business
a different date than the
School where he established the first
Board meeting. On
accredited course on the Warren
September 14, 2006, we
Buffet Principles of Investing. Mr.
granted 2,000 shares of
Eisen has also been a Director of
restricted stock to each non-
NPDC since August 2004. He is also
employee director, which
a Trustee of Rippowam Cisqua
stock vests quarterly over
School in Bedford, New York and the
one year subsequent to the
Northern Westchester Hospital
grant date.
Center.
Mr. Geller is Co-Founder and Senior
Managing Director of St. Cloud
Capital, a Los Angeles based private
investment fund formed in December
2001. He is also Chairman, Chief
Executive Officer and Founding
Partner of Geller & Friend Capital
Partners, Inc., a private merchant
bank formed in 1995. Mr. Geller has
spent more than forty years in
corporate finance and investment
banking, including twenty one years
as a Senior Managing Director of
Bear, Stearns & Co. with oversight of
all operations in Los Angeles, San
Marshall S. 68/Director since Francisco, Chicago, Hong Kong and
Geller 2002/Expires 2008 the Far East. Mr. Geller is currently
Non-Executive Chairman of the
Board of ShopNBC-ValueVision
Media, Inc. (NasdaqNM: VVTV), and
serves as a Director of 1st Century
Bank, Los Angeles (Nasdaq:FCNA),
Blue Holdings, Inc. (NasdaqNM:
BLUE), National Holdings Corp.
(NHLD.OB), SCPIE Holdings, Inc.
(NYSE: SKP) and is on the Board of
Governors of Cedars Sinai Medical
Center, Los Angeles. He was
previously the Interim Co-Chairman
of Hexcel Corporation (NYSE:HXL)
and Interim President and Chief
Operating Officer of Players
International, Inc. Mr. Geller also
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
Richard C. 51/Director since Executive Officer and Vice Chairman
Pfenniger, Jr. 2005/Expires 2008 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
73/ Director since Directors and Chairman of the Audit
A. Marvin Strait
2007/ Expires 2008 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
Gene A. 60/ Director since
his present position with the NFL in
Washington 2007/ Expires 2008
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
71/ Director since
Sue W. Kelly Congress she served on the Board of
2007/ Expires 2008
Visitors of the U.S. Military Academy
of West Point and on the House
Financial Services Committee,
among other assignments. Prior to
becoming a Congresswoman, she
worked in a variety of positions,
including various businesses and
education.
The members of the Audit Committee are Ogden R. Reid, Marshall S. Geller and Richard C. Pfenniger, Jr.
The members of the Compensation Committee are Harvey P. Eisen, Marshall S. Geller and Richard C. Pfenniger, Jr.
The members of the Nominating/Corporate Governance Committee are Harvey P. Eisen, Marshall S. Geller and Richard C. Pfenniger, Jr.
Cytomedix, Inc.
416 Hungerford Drive, Suite 330
Rockville, Maryland 20850
www.cytomedix.com
(240) 499-2680
Number
Public Number Last
of Names of
or of Age/Term/Expiration Background Information Board Compensation Updated/
Female Directors
Private Directors Source
Directors
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 For service during 2007,
president for technical and regulatory each non-employee director
affairs. Prior to that, he held was entitled to and received
numerous senior positions at the options to purchase 30,000
Food and Drug Administration (FDA) shares of the Company‘s
over a twenty year period. He retired common stock; each
from the FDA as director of the committee chair was
Center for Devices and Radiological entitled to and received
Health (CDRH). Earlier, he served as options to purchase 10,000
James S. 69/ Director since deputy commissioner of the FDA, shares of the Company‘s
Public 6 0 2008 Proxy
Benson 2004/Expires 2009 and also as its commissioner for a common stock; each non-
one-year period. During his tenure employee director was
with the FDA, Mr. Benson worked entitled to and received
closely with other Federal Agencies $500 for his participation in
and worked with Congress to craft each telephonic meeting of
and create various pieces of the Board or a Committee
legislation including "The Food and and $1,000 for his
Drug Modernization Act of 1997", participation in each in-
"The Biomaterials Access Act of person meeting of the
1998" and "The Medical Device User Board or a Committee.
Fee and Modernization Act of 2002".
Mr. Benson earned a B.S. degree in
civil engineering from the University
of Maryland and a M.S. degree in
nuclear engineering from the
Georgia Institute of Technology.
Mr. Crews is executive vice
president of Crews and Associates,
Inc., a brokerage house located in
Little Rock, Arkansas, founded by his
father. Mr. Crews has worked at
Crews & Associates for more than
19 years, specializing in the fixed
45/ Director since income markets. He is a former
DAVID P.
January 2001/ Expires partner of All American Leasing, a
CREWS
2009 municipal finance firm, and also
serves as vice president, secretary,
and treasurer of CHASC, Inc., an
entity that acquired Smith Capital
Management (an investment
advisory firm). Mr. Crews is also a
Board Member of Pure Energy
Group, Inc. (an oil and gas company).
Mr. Deva is the founder and
President of Deva & Associates,
P.C., a Rockville, Maryland based
mid-size accounting and consulting
firm that provides accounting,
auditing, litigation support, due
diligence, cost-benefit analysis and
other financial consulting services to
many Federal agencies and
corporations. He is also the founder
and President of
CPAMoneyWatch.com, LLC, a web
based business services provider
offering online accounting and
business solutions to small and mid-
ARUN K. 63/ Director since 2004/ sized businesses. Prior to
DEVA Expires 2009 establishing Deva & Associates in
1991, Mr. Deva was a partner at
Touche Ross & Co. (now Deloitte &
Touche). He has served as a
management consultant for several
public and private companies with a
focus on financial restructurings,
negotiations with lenders and
creditors, financial reporting and
disclosures, and filings with the
Securities and Exchange
Commission. Mr. Deva is a member
of the American Institute of Certified
Public Accountants, Maryland
Association of Certified Public
Accountants and Association of
Government Accountants. He was
Mr. Drohan recently retired from
Baxter Healthcare Corporation
where he served as Senior Vice
President and President of Baxter's
medication delivery business, a
position he held since May 2001. In
this capacity, he had direct general
management responsibility for the
development and worldwide
marketing of intravenous products,
drug-delivery and automated
distribution systems, as well as
anesthesia, critical care and
DAVID F. 69 Director since 2004/ oncology products representing $4
DROHAN Expires 2009 billion in combined annual sales. He
joined Baxter in 1965 as a territory
manager in New York and
throughout the years has held a
succession of senior positions. Prior
to joining Baxter, Mr. Drohan worked
for Proctor & Gamble. He is a
member of the St. Louis College of
Pharmacy's board of trustees,
chairman of Lake County Ecomomic
Development Corporation and
President of the Riverside
Foundation. He earned his
bachelor's degree in industrial
relations from Manhattan College,
Mr. McLoughlin currently serves as
Vice-President and General
Manager of the Scientific Products
Division of Cardinal Health, Inc., one
of the world's largest health care
manufacturing and distribution
companies. In this capacity, he has
full general management
responsibility for the distribution,
marketing and sales of thousands of
medical devices and reagents that
can support more than 90% of
MARK T.
52 Director since 2004/ laboratory requirements in virtually
McLOUGHLI
Expires 2009 every clinical laboratory discipline.
N
Prior to joining Cardinal, he was vice
president of commercial operations
for Norwood Abbey Ltd., an
Australian-based medical technology
company. Earlier, he was President
of North American operations for Ion
Beam Application, Inc., a Belgium-
based global medical technology
company. His executive career
experience also includes
Mallinckrodt, as well as positions
with other healthcare companies.
Dr. Mohan served as Chief
Executive officer of International
Remote Imaging Systems, Inc., the
predecessor company of IRIS
International. Previously, he was the
Chief Regulatory and Technology
Strategist for the Law Firm of King
and Spalding, Senior Vice-President
and Chief Technology Officer for
Boston Scientific Corporation, and
Corporate Vice-President of Baxter
International, responsible for all
corporate research and technical
services and was a member of the
Baxter operating management team.
DR. KSHITIJ 63/ Director since 2004/ Prior to entering the private sector,
MOHAN Expires 2009 Dr. Mohan served in various
capacities within the U.S. Food and
Drug Administration, including
leading the science and technology
programs and the office of product
evaluation and approval of medical
devices and between 1979 - 1983
served in the White House Office of
Management and Budget with
responsibilities for the national R & D
policies, programs of the National
Science Foundation and NASA's
Aeronautical and Space Research
and Technology programs. Dr
Mohan has been widely published in
the field of health policies,
regulations and Applied Physics and
Audit Committee: Arun Deva (chairman), David Crews and David Drohan
Compensation Committee: Mark McLoughlin,James S. Benson (Chair), David Crews and David Drohan
Nominating and Governance Committee - James Benson (Chair), Arun Deva and Mark McLoughlin
GSE SYSTEMS, INC.
7133 Rutherford Road, Suite 200
Baltimore, MD 21244
www.gses.com
(410) 277-3740
Number
Public Number Last
of Names of
or of Age/Term/Expiration Background Information Board Compensation Updated/
Female Directors
Private Directors Source
Directors
Mr. Feldman was founder of GP
Strategies and was its Chief
Executive Officer and Chairman of
the Board until April 2005. On April
26, 2005 Mr. Feldman was elected
Chairman of the Executive ¨ Annual Retainer: an annual
Committee of GP Strategies. He has retainer of $12,000 will be paid
been Chairman of the Board of Five to all directors who do not
Star Products, Inc., a paint and chair a committee and are
hardware distributor, since 1994; classified as ―Independent
Chairman of the Board and Chief Directors‖ based upon the
Jerome I. 80/ Director since 1994/ Executive Officer of National Patent SEC and AMEX criteria for
Public 9 0 2008 Proxy
Feldman Expires 2009 Development Corporation, a holding Independent Directors. The
company with interests in optical Chairman of the Board, the
plastics, paint and hardware Chairman of the
distribution services since August Compensation Committee and
2004; and a Director of Valera the Chairman of the Audit
Pharmaceuticals, Inc., a specialty Committee will each be paid
pharmaceutical company, since an annual retainer of $25,000
January 2005. Mr. Feldman is also per year. ¨ Board of Committee
Chairman of the New England Meeting Attendance Fees:
Colleges Fund and a Trustee of Independent Directors will be
Northern Westchester Hospital paid $1,500 for each Board
Foundation. meeting attended. Members of
the Audit Committee will
receive $500 for each Audit
Committee meeting attended. ¨
Stock Options: On an annual
basis, each Independent
Director will be awarded non-
qualified GSE stock options to
purchase 10,000 shares of the
Company‘s common stock,
Committee will each be paid
an annual retainer of $25,000
per year. ¨ Board of Committee
Meeting Attendance Fees:
Independent Directors will be
paid $1,500 for each Board
Mr. Feldman joined the Company in meeting attended. Members of
early 2004 as Director of the Audit Committee will
International Sales and Marketing. receive $500 for each Audit
Prior to joining GSE, he was Chief Committee meeting attended. ¨
Executive Officer of RedStorm Stock Options: On an annual
Scientific, Inc., a biotech company basis, each Independent
that assists pharmaceutical Director will be awarded non-
41/ Director since companies in shortening the drug qualified GSE stock options to
Michael D. purchase 10,000 shares of the
January 2006/ Expires discovery process through its
Feldman Company‘s common stock,
2009 understanding of proteins. Mr.
Feldman had previously held pursuant to the Company‘s
positions with GP Strategies Plan.
Corporation and General Physics in
international sales and marketing.
Mr. Feldman graduated from Cornell
University with a BA in 1989. Mr.
Feldman is the son of Jerome I.
Dr. Glashow is the Higgins
Professor of Physics Emeritus at
Harvard University, and a university
professor and the Arthur G.B.
Metcalf Professor of Mathematics &
the Sciences at Boston University
since July 2000, and previously
taught physics at other major
universities in Massachusetts,
Texas, California and France. In
1979, Dr. Glashow received the
Nobel Prize in Physics. Dr. Glashow
Sheldon L. 75/ Director since 1995/ was a director of GP Strategies from
Glashow Expires 2009 1997 to 2001; a director of General
Physics Corporation from 1987 to
1995; and a director of Interferon
Sciences, Inc., a pharmaceuticals
company since 1991. Dr. Glashow
also serves on the Board of
Directors of RedStorm Scientific,
Inc., a computational drug design
company. Dr. Glashow previously
served as a director of Duratek, Inc.,
an environmental technology and
consulting company, from 1985 to
1995. Dr. Glashow is a foreign
Mr. Greenberg has served Korean
member of the Russian and on the
Board of Directors of GP Strategies
since 1987, was its President from
2001 until February 2006, and its
Scott N. 52/ Director since 1999/ Chief Executive Officer since April
Greenberg Expires 2009 2005. He was the Chief Financial
Officer of GP Strategies from 1989
until December 2005. Mr. Greenberg
also served as a director of Valera
Pharmaceuticals, Inc. until January
2005.
Dr. Hagengruber retired in 2003 as
the Senior Vice President for
National Security and Arms Control
at the Sandia National Laboratories,
where he served as an officer for
over 17 years. In his former position,
he led programs in nuclear
technologies, arms control, satellite
and sensor systems, security, and
international programs, including an
extensive set of projects within the
Roger L. 66/ Director since 2001/
states of the former Soviet Union.
Hagengruber Expires 2009
Dr. Hagengruber serves on the
Advisory Board of ManTech
International Corporation. He is
Senior Vice President Emeritus at
Sandia National Laboratories and a
professor at the University of New
Mexico, where he also serves as
director of the Institute for Public
Policy. Dr. Hagengruber holds B.S.,
M.S. and Ph.D. degrees from the
University of
In 1998, Mr. Lewis retired from
Johnson Controls, Inc. after 39
years of service, including his tenure
from 1986 to 1998 as Executive Vice
President with responsibilities for its
Controls Group. Mr. Lewis is
Chairman of the Board of DryKor Ltd
of Israel, a manufacturer of
Joseph W. 73/ Director since 2000/ dehumidification equipment. He has
Lewis Expires 2009 served as a director of Wheaton
Franciscan Services, Inc., a multi-
system health care provider, since
1991 and served as its Treasurer
from 1993 until 2002, and is
currently Chairman of the Board,
appointed on July 1, 2003. He
previously served as a director of
Entek IRD International until its sale
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
John V. 58/ Director since 2003/ committee. Five Star, the largest
Moren Expires 2009 distributor of home improvement
products in the Northeast, was a
majority-owned subsidiary of GP
Strategies, prior to the spin-off of
NPDC on November 24, 2004. He
served as President and Chief
Executive Officer of GP e-Learning
Technologies, Inc. from 2000 to
2001, and was Group President of
the Training and Technology Group
of General Physics Corporation, a
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
George J. 73/ Director since 1994/ of ManTech subsidiaries. Mr.
Pedersen Expires 2009 Pedersen also serves as a director,
Vice President and a member of the
executive committee of the
Professional Services Council; a
trustee and a member of the
executive committee of the National
Security Industrial Association; and
as a director of the Ivymount School.
Mr. Pedersen currently serves as
Chairman of the Board of MARE,
Inc., Chairman of the Board of the
Institute of Software Research,
Chairman of the Board of Vega
International, and a member of the
Mr. Tawes is the Executive Vice
President and Head of Investment
Banking and a member of the Board
of Directors at Northeast Securities,
Inc. From 2000-2001 he was a
Managing Director for C.E.
Unterberg, Towbin, an investment
and merchant banking firm
specializing in high growth
technology companies. Mr. Tawes
spent 20 years at Oppenheimer &
Co. Inc. and CIBC World markets,
where he was Director of Equity
Research from 1991 to 1999. He
was also Chairman of the Stock
61/ Director since
O. Lee Selection Committee at
August 2006/ Expires
Tawes, III Oppenheimer & Co., a member of
2009
its Executive Committee and a
member of its Commitment
Committee. From 1972 to 1990, Mr.
Tawes was an analyst covering the
food and diversified industries at
Goldman Sachs & Co. and
ppenheimer & Co. As food analyst,
he was named to the Institutional
Investor All America Research
Team five times from 1979 through
1984. Mr. Tawes is a graduate of
Princeton University and received
his MBA from Darden School at the
University of Virginia. He serves on
various boards including the Board
of Trustees and Finance Committee
Executive Committee: Jerome I. Feldman, John V. Moran, George J. Pedersen
Audit Committee: Sheldon L. Glashow, Roger L. Hagengruber, Joseph W. Lewis
Compensation Committee: O. Lee Tawes, III, George J. Pedersen
Nominating Committee: Sheldon L. Glashow, George J. Pedersen
Hanger Orthopedic Group, Inc. 2
Bethesda Metro Center, Suite 1200
Bethesda, Maryland 20814
www.hanger.com
(301) 986-0701
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
Mr. Sabel, CPO has been the Chairman
of the Board of Directors and Chief
Executive Officer since August 1995
and was President from November 1987
to January 2002. Mr. Sabel also served
as the Chief Operating Officer from
November 1987 until August 1995. Prior
to that time, Mr. Sabel had been Vice
President-Corporate Development from
September 1986 to November 1987. Mr.
Sabel was the founder, owner and
The compensation structure for
President of Capital Orthopedics, Inc.
non-employee directors
from 1968 until acquired in 1986. Mr.
includes the following: The
Sabel is a Certified Prosthetist and
Lead Director (Dr. Tom Cooper)
Orthotist, a former clinical instructor in
also received an additional
Ivan R. Sabel, 63/ Director since 1986/ orthopedics at the Georgetown 2008
Public 9 1 $7,500 cash retainer and 2,000
CPO Expires 2009 University Medical School in Proxy
shares of restricted stock. • An
Washington, DC, a member of the
annual cash retainer of $30,000
Government Relations Committee of the
paid in four equal installments.
American Orthotic and Prosthetic
As outlined above, this may be
Association, a former Chairman of the
converted to restricted shares;
National Commission for Heatlh
if selected, this is converted at
Certifying Agencies, a former member
110% of the cash retainer
of the Strategic Planning Committee, a
value. • An annual grant of
current member of the U.S. Veterans
8,500 shares of restricted
Administration Affairs Committee of
stock. These shares have a 3-
AOPA and a former President of the
year vesting cycle (1/3 per
American Board for Certification in
year). • A $1,500 honorarium
Orthotics and Prosthetics. Mr. Sabel
for Board meetings attended in
also serves on the Board of Drectors of
person, a $1,000 honorarium
Beverly Enterprises, Inc., a company
for Board meetings attended via
engaged in the ownership and operation
conference call and a $1,000
of nursing homes, and as a member of
honorarium for any Committee
meeting, whether attended in
person or via conference call. •
A $7,500 cash retainer for the
chairpersons of the Audit and
Compensation Committees and
a $5,000 cash retainer for the
chairpersons of the Corporate
Governance & Nominating and
Quality & Technology
Committees, paid at the same
stock. These shares have a 3-
year vesting cycle (1/3 per
year). • A $1,500 honorarium
for Board meetings attended in
person, a $1,000 honorarium
for Board meetings attended via
conference call and a $1,000
Mr. Kirk has been the President and honorarium for any Committee
Chief Operating Officer of Hanger since meeting, whether attended in
January 2, 2002. From September 1998 person or via conference call. •
to January 1, 2002, Mr. Kirk was a A $7,500 cash retainer for the
principal with AlixPartners, LLC, the chairpersons of the Audit and
management consluting company Compensation Committees and
retained by Hanger to facilitate its a $5,000 cash retainer for the
reengineering process. From May 1997 chairpersons of the Corporate
to August 1998, Mr. Kirk served as Vice Governance & Nominating and
President, Planning, Development and Quality & Technology
Quality for FPL Group, a full service Committees, paid at the same
energy provider located in Florida. From time as the first installment of
April 1996 to April 1997, he served as the annual cash retainer. • A
Vice President and Chief FinanciaL substantial target for stock
officer for Quaker Chemical Corporation ownership by each director, in a
62/ Director since 2002/
Thomas F. Kirk in Pennsyvania. From Devember 1987 pre-determined timeframe, has
Expires 2009
to March 1996, he served as Senior been established. Each director
Vice President and Chief Financial is expected to own $150,000 of
Officer for Rhone-Poulenc, S.A. in Hanger stock within three years
Princeton, New Jersey and Paris, or the end of 2010.
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
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
Edmond E. 73/ Director since 1996/ Co., LLC. Previously, he was the
Charrette, M.D. Expires 2009 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.
Thomas P. 64/ Director since 1991/ Cooper served as the President and
Cooper, M.D. Expires 2009 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-
Cynthia L. 55/ Director since 2003/
Charge of Cooper's & Lybrand Life
Feldmann, CPA Expires 2009
Sciences practice from 1989 to 1994,
among other leadership positions she
held during her 18 year career there.
Ms. Feldmann was a founding board
member of Mass Medic, where she also
served as treasurer and as a member of
the board's Executive Committee during
her tenure in 1997 to 2001.
Mr. Green is a Senior Partner of
FriedbergMilstein, where he is
responsible for structured investments,
including mezzanine and growth equity
transactions. Previously, he was a
Partner-Group Head and Managing
Director of J.P. Morgan Partners. Prior
thereto, he was a Managing Director in
46/ Director since 2001/
Eric A. Green the Merchant Banking Group at Paribas
Expires 2009
for eight years, where he was
responsible for mezzanine, growth
equity and structured investments.
Previously, Mr. Green held corporate
planning and other financial positions at
GE Capital and GE Company. Mr.
Green has served on numerous public
and private company boards of directors.
Mr. Thanhardt is the former President
and Chief Executive Officer of J.E.
Hanger, Inc. of Georgia. He served in
that capacity from 1977 to 1996, on
which date JEH was acquired by
Hanger. Mr. Thranhardt, who
H.E. commenced his employment with JEH
68/ Director since 1996/
Thranhardt, in 1958, has occupied leadership
Expires 2009
CPO positions in numerous professional O &
P associations, including Chairman of
the Board of the Orthotics and
Prosthetics in 1979 and 1980 and
President of The American Academy of
Orthotics and Prosthetics in 1976 and
1977.
Isaac Kaufman, CPA has served as the
Senior Vice President and Chief
Financial Officer of Advanced Medical
Management Inc., a manager of medical
practices and an outpatient surgical
center, since September 1998. From
February 1998 to September 1998, he
served as the Chief Financial Officer of
Bio Science Contract Production Corp.,
a contract manufacturer of bulk
pharmaceuticals and biologics. Mr.
Kaufman also served as Chief Financial
68/ Director since 1996/ Officer of VSI Group, Inc. from October
Isaac Kaufman
Expires 2009 1996 to February 1998. Mr. Kaufman
also serves as a director of TransWorld
Entertainment Corporation, a leading
specialty retailer of music and video
products, and Kindred Healthcare, Inc.,
a healthcare services company that
through its subsidiaries, operates
hospitals, nursing centers, institutional
pharmacies and a contract rehabilitation
services business across the United
States. Mr. Kaufman holds a Bachelor of
Science degree in accounting and
finance from the University of Maryland.
Bennett Rosenthal is a founding
member of Ares Management, LLC,
which, together with its affiliated
managers, manages the Ares Corporate
Opportunities Fund, L.P., a private
securities investment fund. Prior to
joining Ares Management, LLC, Mr.
Rosenthal was a Managing Director in
the Global Leveraged Finance Group of
Merrill Lynch and was responsible for
Bennett 44/ Director since 2006/ originating, structuring and negotiating
Rosenthal Expires 2009 many leveraged loan and high yield
financings. Mr. Rosenthal was also a
senior member of Merrill Lynch‘s
Leveraged Transaction Commitment
Committee. Mr. Rosenthal is a member
of several Boards of Directors including
the Boards of Directors of Ares Capital
Corporation (Chairman), Ameriqual
Group LLC, Aspen Dental, Douglas
Dynamics, LLC and National Bedding
Company LLC.
The Audit Committee consists of Isaac Kaufman (Chair), Eric A. Green, and Thomas P. Cooper, M.D.
The Compensation Committee presently consists of Eric A. Green (Chair), Thomas P. Cooper, M.D. and Edmond E. Charrette, M.D.
The Corporate Governance and Nominating Committee presently consists of Thomas P. Cooper, M.D. (Chair), Bennett Rosenthal, and Edmond E. Charrette, M.D.
Human Genome Sciences, Inc.
14200 Shady Grove Road
Rockville, Maryland 20850
www.hgsi.com (301) 309-8504
Number
Public Last
Number of of Names of Business Background
or Age/Term/Expiration Board Compensation Updated/
Directors Female Directors Information
Private Source
Directors
From September 1998 to August
2004, served as President of TAP
Pharmaceutical Products, Inc.
Employed by Abbott Laboratories
In 2007, each director who
from September 1985 to August
was not an employee was
1998 in various positions in the
eligible to receive a director‘s
Pharmaceutical Products Division,
fee of $25,000 per year and a
Diagnostics Division and
fee ranging from $750 to
HealthSystems Division. Mr.
$2,000 for participation in each
Watkins serves as a Member of
meeting of the Board of
H. Thomas 55/ Director since the Advisory Board for the School
Public 8 1 Directors or meeting of a 2008 Proxy
Watkins 2004/ Expires 2009 of Business Administration at the
committee of theBoard of
College of William & Mary.
Directors. The Chairman of the
Serves as a Director of the Lake
Board is entitled to an
Forest Hospital Foundation. Mr.
additional director fee at a rate
Watkins holds a masters degree
of $25,000 per year. The
in Business Administration from
chairman of the Audit
the University of Chicago
Committee is entitled to an
Graduate School of Business and
additional annual fee at a rate
a bachelors degree in Business
of $10,000, with each member
Administration from the College of
of the Audit Committee other
William & Mary.
than the chair receiving an
additional fee of $5,000. The
chairmen of the Nominating
and Governance Committee
and Compensation Committee
are entitled to an additional
director fee of $5,000 per year,
with each member of these
committees other than the
chairs receiving an additional
fee of $3,000. Directors who
are also employees received
no compensation for their
services to us as directors.
chairman of the Audit
Committee is entitled to an
additional annual fee at a rate
of $10,000, with each member
of the Audit Committee other
than the chair receiving an
Dr. Gowen is the President and additional fee of $5,000. The
Chief Executive Officer of chairmen of the Nominating
Trevena, Inc., a privately-held and Governance Committee
drug discovery company. Prior to and Compensation Committee
joining Trevena, Dr. Gowen was are entitled to an additional
Senior Vice President of GSK‘s director fee of $5,000 per year,
Center of Excellence for External with each member of these
Drug Discovery. In that position, committees other than the
Dr. Gowen built and led a new chairs receiving an additional
R&D division with a mission to fee of $3,000. Directors who
create a drug discovery portfolio are also employees received
through business development no compensation for their
alliances with innovative services to us as directors.
healthcare companies. She joined Each non-employee director is
GSK in 1992 to lead the entitled to receive an
Maxine 50/ Director since Musculoskeletal Diseases automatic grant of options to
Gowen, Ph.D. 2008/ Expires 2009 Division, where she initiated and purchase 25,000 shares of
led a number of preclinical and Common Stock on the date
clinical development programs. that such non-employee
Before GSK, Dr. Gowen was director is first elected or
Senior Lecturer and Head, Bone appointed. Each non-
Cell Biology Group, Department of employee director is entitled to
Bone and Joint Medicine, receive an automatic grant of
University of Bath, U.K. Dr. Gowen options to purchase 16,000
has been honored with a number shares of Common Stock on
of research awards and prizes, the day immediately following
has authored more than 125 peer- the date of each annual
reviewed publications, reviews meeting of stockholders.
and book chapters, and holds a
number of patents. She received
her Ph.D. from the University of
Sheffield, U.K., an M.B.A. with
academic honors from The
Mr. Lawlor is a Managing Director
with HealthCare Ventures LLC.
Prior to joining Health Care
Ventures in 2000, Mr. Lawlor
served as Chief Operating Officer
of LeukoSite from 1997 to 2000.
Before joining LeukoSite, Mr.
Lawlor served as Chief Financial
Officer and Vice President of
Corporate Development of Alpha-
Beta Technology. He was
previously Chief Financial Officer
and Vice President, Business
Development, of BioSurface
Augustine 51/ Director since
Technology. Mr. Lawlor serves on
Lawlor 2004/ Expires 2009
the Board of Directors of a
number of private companies,
including: Dynogen Pharma, Inc.;
GlobeImmune, Inc.; NuVios, Inc.;
Replidyne, Inc.; Upstate Group,
Inc.; U.S. Genomics, Inc.;
VaxInnate, Corp.; and the Slater
Center for Biomedical Technology.
He received a B.A. degree from
the University of New Hampshire,
where he was elected to Phi Beta
Kappa, and received a masters
degree in management from Yale
University.
Consultant to The Defense
Advanced Research Project
Agency on biological terrorism.
Chairman of the Board of the
Center for Strategic and
Budgetary Assessments since
June 2001. Nunn Prize Fellow at
the Center for Strategic and
International Analysis and Senior
Fellow at the Center for Naval
Analyses. Serves on the Boards of
Directors of National
Semiconductor Corporation and
Saffron Hill Ventures, and as a
Richard J. 63/ Director since member of the Board of
Danzig 2001/ Expires 2010 Governors 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, 74/ Director since Development at the Roche Group
M.D. 1998/ Expires 2010 from 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; President, North American
A. N. ―Jerry‖
56/ 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
56/ Director since Strategic Development for Wyeth,
Tuan Ha-Ngoc
2005/ Expires 2011 following Wyeth‘s acquisition of
Genetics Institute, where Mr. Ha-
Ngoc served as Executive Vice
President with responsibility for
Corporate Development,
Commercial Operations,
European and Japanese
Operations.Prior to joining
Genetics Institute in 1984, Mr. Ha-
Ngoc held various marketing and
business positions at Baxter
Healthcare, Inc. He received his
MBA degree from INSEAD and his
Master‘s degree in pharmacy from
the University of Paris, France.
Mr. Ha-Ngoc serves on the Board
of Directors of ArQule, Inc., and
Dr. Young has served as
President of Fox Chase Cancer
Center in Philadelphia,
Pennsylvania since 1988. From
1974 to 1988, he was employed at
the National Cancer
Institute as Chief, Medical Branch.
Dr. Young is Chairman of the
Board of Scientific Advisors of the
National Cancer Institute (NCI)
and formerly served on the
National Cancer Policy Board
at the Institute of Medicine. He is a
past President of the American
Society of Clinical Oncology
Robert C. 68/ Director since (ASCO), the American Cancer
Young, M.D. 2005/ Expires 2011 Society and the International
Gynecologic Cancer Society. He
was awarded ASCO‘s
Distinguished Service Award for
Scientific Leadership in 2004 and
was co-recipient of the 2002
Bristol-Myers Squibb Award for
Distinguished Achievement in
Cancer Research for his research
in ovarian cancer. He also serves
on the Board of Directors of West
Pharmaceutical Services, Inc.,
and is past Chairman of the
Comprehensive Cancer Network.
Dr. Young serves as chairman of
the editorial board of Oncology
Times. Dr. Young received his
The Audit Committee, currently consists of Messrs. Lawlor, Ha-Ngoc and Danzig
The Compensation Committee currently consists of Drs. Link (Chair) and Karabelas and Mr. Lawlor.
The Nominating and Corporate Governance Committee, currently consists of Mr. Ha-Ngoc and Drs. Drews and Young
HealthExtras, Inc. 800 King
Fram Boulevard Rockville,
Maryland 20850
www.healthextra.com (800) 323-
6640
Number
Number
Public or of Names of Business Background Last
of Age/Term/Expiration Board Compensation
Private Female Directors Information Updated
Directors
Directors
Chief Executive Officer who
initially joined a predecessor of
HealthEtras in 1997 as Chief
Financial Officer. From 1995 to
1997, Mr. Blair was the Finance
Manager of United Payors &
United Providers Inc. At United
Payors & United Providers, Mr.
38/ Director since Blair focused on its initial public 2008
Public 9 0 David T. Blair
1999/ Expires 2011 offering and several strategic Proxy
acquisitions. In 1994, Mr. Blair co-
Qualifying Directors, other than
founded the Continued Health
the Chairman of the Board, are
Care Benefit Program, which
paid, in equal, quarterly
administers health care benefits
installments, an annual retainer of
to individuals leaving the United
$48,000 and an annual retainer
States Armed Forces. In 1995,
fee for each Board committee on
this program was merged into
which they serve. No additional
United Payors & United Providers.
fees are paid to directors for their
attendance at Board and
committee meetings. The
Chairman of the Board is paid a
total annual retainer of $160,000,
payable in equal, quarterly
installments, for his service as
Chairman and on any
committees. Audit Committee
Chair $14,000, Member 8,000.
Compensation Committee Chair
10,000, Member 6,000. Ethics,
Governance & Nominating
Committee Member 5,000,
Executive Committee Member
10,000.
paid, in equal, quarterly
installments, an annual retainer of
$48,000 and an annual retainer
fee for each Board committee on
which they serve. No additional
fees are paid to directors for their
attendance at Board and
Mr. Brock is Chairman of the
committee meetings. The
Intellectual Development
Chairman of the Board is paid a
Systems, Inc., a firm he founded
total annual retainer of $160,000,
in 1996. He has served as Senior
payable in equal, quarterly
Counsel and trustee of the
installments, for his service as
Center for Strategic and
Chairman and on any
International Studies in
committees. Audit Committee
Washington, DC since 1994.
Chair $14,000, Member 8,000.
From 1988 to 1994, Mr. Brock
Compensation Committee Chair
served as Chairman of the Brock
10,000, Member 6,000. Ethics,
Group, a consulting firm. From
Governance & Nominating
1988 to 1991, he served as the
77/ Director since Committee Member 5,000,
William E. Brock Chairman of the National
2000/ Expires 2010 Executive Committee Member
Endowment for Democracy.
10,000.
From 1985 to 1987, he served as
the United States Secretary of
Labor, and from 1981 to 1985, he
was United States Trade
Representative. Mr. Brock has
also served for eight years as a
member of the United States
House of Representatives and for
six years as a member of the US
Senate. Mr. Brock is a director of
On Assignment, Inc.
Mr. Civera is Chairman of the
Board and a business executive
with over 30 years of experience
in operations, accounting and
finance from both the public
accounting and corporate
perspective. He is currently the
Managing General Partner at
Civera Investment Partnership, a
private investment partnership
that consults on financial, as well
as merger and acquisition
strategies. From 1997 to 2001,
Edward S. 56/ Director since
Mr. Civera was the Chief
Civera 2000/ Expires 2010
Operating Officer and Co-Chief
Executive Officer of United
Payors & United Providers, Inc.,
and worked with Thomas L. Blair
in the founding of HealthExtras.
Prior to his position at United
Payors & United Providers, Mr.
Civera spent 25 years with
Coopers & Lybrand, the last 15
years as both a partner and
managing partner focused on
financial advisory and auditing
services.
Mr. Thomas Blair is the Chairman
of the Board and founder of
HealthExtras and its
predecessors. He is currently the
Chairman of the Board of
Directors of both FedMed, Inc.
and United Medical Bank, F.S.B.
Mr. Blair served as Chairman and
Chief Executive Officer of Co-
Chief Executive Officer of United
Payors & United Providers, Inc.
from January 1995 until its
acquisition by BCE Emergis Inc.
63/ Director since
Thomas L. Blair in March 2000. Mr. Blair founded
1999/ Expires 2010
America's Health Plan, Inc. in
1989 and served as its President
and Chief Executive Officer from
1989 to 1992. From 1992 to
1995, Mr. Blair was President of
Initial Managers & Investors, Inc.,
which business was contributed
to United Payors & United
Providers. From 1977 until 1988,
Mr. Blair was a principal of
Jurgovan & Blair, Inc., which
developed and managed health
maintenance organizations.
Mr. Epstein is a founding
member of the law firm of Epstein
Becker & Green, P.C., one of the
first law firms to specialize in
health care law when established
in 1973, and which has since
grown to over 350 attorneys with
11 domestic offices. Mr. Epstein
currently serves as the senior
partner in the firm's Washington,
DC office and is a member of the
firm's Board of Directors and
Steven B. 64/ Director since Executive Committee. In 1972,
Epstein 2003/ Expires 2009 prior to 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.
Daniel L. 46/ Director since He is on the board of directors for
Houston 2005/ Expires 2011 several entities that are affiliates
of Principal Financial Group,
including Executive Benefit
Services, Principal Financial
Advisors, Principal Trust
Company Limited and Principal
Bank, as well as a member and
Chairman of the Board of
Professional Pensions, Inc.,
Trustar Retirement Services and
BCI Group, Inc.
Mr. Wolf was elected Chief
Executive Officer and to the
Board of Directors of Coventry
Health Care, Inc. effective
January 2005. Prior to that, he
served as Executive Vice
President, Chief Financial Officer
and Treasurer of Ventry from
1996 through 2004. From 1995 to
1996, Mr. Wolf was Executive
Vice President of SpectraScan
54/ Director since Health Services, Inc., a women's
Dale B. Wolf
2003/ Expires 2009 health care services company. In
1995, Mr. Wolf served as Senior
Vice President of Business
Development for the M
etraHealth Companies, Inc., a
managed health care company,
and from 1988 to 1994, he was
Vice President, Special
Operations, of the Managed Care
and Employee Benefits
Operations of the Travelers, an
insurance company.
Michael R. McDonnell has served
as Executive Vice President and
Chief Financial Officer of MCG
Capital Corporation (Nasdaq:
MCGC), a financial services
company providing financing and
advisory services to a variety of
Michael R. 44/ Director since
middle market companies. From
McDonnell 2005/ Expires 2009
2000 to 2004, Mr. McDonnell
served as Chief Financial Officer
of EchoStar Communications
Corporation (Nasdaq: DISH), and
from 1986 to 2000, he was with
PricewaterhouseCoopers LLP,
where he was admitted as a
partner in 1996.
Kenneth A. Samet has served as
the President & Chief Operating
Officer of MedStar Health, Inc.,
the largest integrated health care
delivery system in the Mid-
Atlantic region since 2000. From
1990 to 2000 Mr. Samet was the
President of Washington Hospital
Center, and from the mid-1980‘s
to 1990 he held a variety of
executive leadership positions
with the Medlantic Healthcare
Group, which merged with Helix
Health in 1998 to create MedStar
Health, Inc. In 1996, Mr. Samet
was named the national Young
Kenneth A. 50/ Director since Healthcare Administrator of the
Samet 2006/ Expires 2011 Year by the American College of
Healthcare Executives.
Previously, Mr. Samet served as
the Treasurer of the Maryland
Hospital Association‘s Executive
Committee, as a member of the
boards of the National Committee
for Quality Health Care, the
Capital Community Health Plan
and the University of Maryland
School of Nursing, and chaired
the board of the District of
Columbia Hospital Association.
Mr. Samet currently serves on
the board of directors of the
American Hospital Association
On April 6, 2006, the Board of Directors established the Ethics, Governance & Nominating Committee (the ―Ethics & Nominating
Committee‖, or for purposes of this section, the ―Committee‖), consolidating the functions of the Nominating Committee with those of
the Ethics & Compliance Committee, which was established by the Board on October 27, 2005. Current members of the Committee
are Daniel J. Houston, Chairman, Steven B. Epstein and Dale B. Wolf,
The current members of the Executive Committee are Edward S. Civera, Chairman, Thomas L. Blair and William E. Brock.
Steven E. Brock, Kenneth A. Samet and Dale R. McDonnell and
Current members of the Audit Committee are Michael R. McDonnell, Chairman, William B. Epstein, Daniel J. Houston, Michael B. Wolf.
Compensation Committee are Dale B. Wolf,
Kenneth A. Samet.
Host Hotels & Resorts, Inc 6903
Rockledge Drive, Suite 1500
Bethesda, Maryland 20817-1109
www.hosthotels.com
(240) 744-1000
Number
Number Last
Public or of Names of
of Age/Term/Expiration Background Information Board Compensation Updated/
Private Female Directors
Directors Source
Directors
Mr. Baylis is the retired Vice Chairman of CS
First Boston. Prior to his retirement, he was
Chairman and Chief Executive Officer of CS
First Boston Pacific, Inc. Mr. Baylis is also a
Director of New York Life Insurance
Company, Covance, Inc., PartnerRe Ltd.,
69/ Director since 1996/
Public 7 2 Richard M. Baylis and is Chairman of the Board of Gildan 2008 Proxy
Expires 2009 Cash: • retainer of $65,000 per
Activewear, Inc. He is an overseer of the
year (payable monthly); • $1,500
University of Pennsylvania Museum and a
for each Board meeting
Trustee of the Rubin Museum of Art in New
attended; • $1,500 for each
York City. Mr. Baylis is also a member of the
committee meeting attended; •
Advisory Council of the Economics
$10,000 per year to the
Department of Princeton University.
committee chair of the
Compensation Policy
Committee the committee chair
of the Nominating and
Corporate Governance
Committee; • $15,000 per year
to the committee chair of the
Audit Committee; and •
reimbursement of customary
and usual travel expenses.
Stock Compensation—Annual
Stock Award
year (payable monthly); • $1,500
for each Board meeting
attended; • $1,500 for each
committee meeting attended; •
$10,000 per year to the
committee chair of the
Ms. Korologos is Chair of the RAND Compensation Policy
Corporation Board of Trustees, an Committee the committee chair
international public policy research of the Nominating and
organization. From October 1996 to Corporate Governance
December 2005 she served as Senior Committee; • $15,000 per year
Advisor to Benedetto, Gartland & Company, to the committee chair of the
Inc., a private investment banking firm in Audit Committee; and •
New York. She formerly served as President reimbursement of customary
Terence C. 63/ Director since 1995/ of the Federal City Council from 1990 until and usual travel expenses.
Golden Expires 2009 1995 and as Chairman of the Aspen Institute Stock Compensation—Annual
from 1996 until August 2000. Ms. Korologos Stock Award
has served in several United States
Administrations in such positions as
Secretary of Labor and Under Secretary of
the Department of the Interior. She also
serves as a Director of AMR Corporation
(and its subsidiary, American Airlines),
Fannie Mae, Kellogg Company, Microsoft
Ms. Korologos is Chair of the RAND
Corporation Board of Trustees, an
international public policy research
organization. From October 1996 to
December 2005 she served as Senior
Advisor to Benedetto, Gartland & Company,
Inc., a private investment banking firm in
New York. She formerly served as President
Ann McLaughlin 66/ Director since 1993/ of the Federal City Council from 1990 until
Korologos 2009 1995 and as Chairman of the Aspen Institute
from 1996 until August 2000. Ms. Korologos
has served in several United States
Administrations in such positions as
Secretary of Labor and Under Secretary of
the Department of the Interior. She also
serves as a Director of AMR Corporation
(and its subsidiary, American Airlines),
Fannie Mae, Kellogg Company, Microsoft
Mr. Richard E. Marriott is our Chairman of
the Board. He is also a Director of the
Polynesian Cultural Center, Chairman of the
Board of First Media Corporation and the J.
Willard Marriott and Alice S. Marriott
Foundation and a director of the Richard E.
Marriott and Nancy P. Marriott Foundation.
69/ Director since 1979/ Mr. Marriott also serves on the Federal City
Richard E. Marriott
Expires 2009 Council, the Board of Associates for
Gallaudet University and the National
Advisory Council of Brigham Young
University. He is a past President of the
National Restaurant Association. In addition,
Mr. Marriott is the President and a Trustee
of the Marriott Foundation for People with
Disabilities.
Ms. McHale has been President and Chief
Executive Officer of Discovery
Communications, Inc., the parent company
of cable television‘s Discovery Channel,
since June 2004. She previously served as
President and Chief Operating Officer of
Discovery Communications from 1995 until
61/ Director since 2002/
Judith A. McHale June 2004 and served as Executive Vice
Expires 2009
President and General Counsel from 1989
to 1995. Ms. McHale is a Director of Polo
Ralph Lauren Corporation. Ms. McHale also
serves on the boards of the Sister-to-Sister
Everyone has a Heart Foundation, Vital
Voices Global Partnership and the Africa
Society.
Mr. Morse has served since November 1989
as Vice President, Finance and Chief
Financial Officer of The Washington Post
Company. He also serves as President of
Washington Post Telecommunications, Inc.
61/ Director since 2003/ and Washington Post Productions, Inc., both
John B. Morse, Jr.
Expires 2009 subsidiaries of The Washington Post
Company. Prior to joining The Washington
Post Company, Mr. Morse was a partner at
PricewaterhouseCoopers. He also serves as
Trustee of the College Foundation of the
University of Virginia.
Mr. Walter is our President and Chief
Executive Officer. He joined our company in
1996 as Senior Vice President for
Acquisitions, and was elected Treasurer in
1998, Executive Vice President in 2000,
Chief Operating Officer in 2001, Chief
Financial Officer in 2003 and President and
Chief Executive Officer in October 2007.
52/ Director since 2007/ Prior to joining our company, Mr. Walter was
W. Edward Walter
Expires 2009 a partner with Trammell Crow Residential
Company and the President of Bailey
Capital Corporation. He is on the Board of
Directors of Friendship Public Charter
School, District of Columbia, and is the
Immediate Past Chairman of National
Kidney Foundation of the National Capital
Area, Inc., where he has served on the
Board of Directors since July 2003.
Audit Committee Members: John B. Morse, Jr. (Chair), Terence C. Golden and Judith A. McHale.
Compensation Policy Committee Members: Ann McLaughlin Korologos (Chair), Robert M. Baylis and Judith McHale.
Nominating and Corporate Governance Committee Members: Robert M. Baylis (Chair), Ann McLaughlin Korologos and John B.
Morse, Jr.
Hughes Communications, Inc.
11717 Exploration Lane
Germantown, MD 20876
www.hughes.com
301-428-5500
Number
Number
Public or of Names of Business Background Last
of Age/Term/Expiration Board Compensation
Private Female Directors Information Updated
Directors
Directors
Mr. Kaul has been a director as
well as our Chief Executive
Officer and President since
February 3, 2006, and has been
HNS‘ Chief Executive Officer and
President since 2000. Mr. Kaul
was appointed to HNS‘ Board of
Managers on April 22, 2005, and
Pradman P. 61/ Director since serves as its Chairman.
Public 8 0 2008 Proxy
Kaul 2006/ Expires 2009 Previously, Mr. Kaul served as Each of our non-employee
President and Chief Operating directors receives an annual
Officer, Executive Vice President, retainer of $20,000 for service on
and Director of Engineering of our Board of Directors, along with
HNS. Before joining HNS in expenses incurred in connection
1973, Mr. Kaul worked at with attending each meeting.
COMSAT Laboratories in Three members of our Board of
Clarksburg, Maryland. Mr. Kaul Directors, Messrs. Africk, Leddy
received a Bachelor of Science and Stone, serve on the HNS
Board of Managers but receive no
compensation for doing so. Mr.
Kaul serves on the Board of
Directors of the Company and the
Board of Managers of HNS and
receives no compensation for
doing so. The following table sets
forth a summary of the
compensation we paid to our non-
employee directors for the year
ended December 31, 2007.
retainer of $20,000 for service on
our Board of Directors, along with
expenses incurred in connection
with attending each meeting.
Three members of our Board of
Directors, Messrs. Africk, Leddy
and Stone, serve on the HNS
Mr. Africk is a senior partner of Board of Managers but receive no
Apollo Advisors, L.P., which, compensation for doing so. Mr.
together with its affiliates, acts as Kaul serves on the Board of
managing general partner of the Directors of the Company and the
Apollo Investment Funds, a Board of Managers of HNS and
series of private securities receives no compensation for
investment funds, where he has doing so. The following table sets
worked since 1992. Mr. Africk forth a summary of the
serves on the boards of directors compensation we paid to our non-
Andrew D. 41/ Director since of Hughes Telematics, Inc., employee directors for the year
Africk 2005/ Expires 2009 SkyTerra Communications, Inc., ended December 31, 2007.
SOURCECORP, Incorporated,
and Mobile Satellite Ventures LP.
Mr. Africk also serves as the
chairman of our Nominating and
Corporate Governance
Committee and our
Compensation Committee and
serves on HNS‘ Board of
Managers.
Mr. Clark is a private investor
who has more than 30 years of
general management experience
in the communications,
technology and manufacturing
sectors. In 1997, he founded
SpectraSite Communications,
Inc., a wireless communications
Stephen H. 63/ Director since tower operator based in Cary,
Clark 2006/ Expires 2009 North Carolina with a nationwide
portfolio of 8,000 towers. He
served as Chief Executive
Officer, President, and Chairman
of the board of directors of
SpectraSite Communications
until August, 2005 when the
company was sold to American
Tower Corporation.
Mr. Leddy was our President
from our formation in June 2005
until February 2006 and our Chief
Executive Officer from November
2005 until February 2006. Mr.
Leddy currently serves on the
board of directors and is the
Chief Executive Officer of
Hughes Telematics, Inc. He
previously served as the Chief
Executive Officer and President
of SkyTerra Communications,
Inc. from April 2003 to December
2006, having served as its
52/ Director since
Jeffrey A. Leddy President and Chief Operating
2005/ Expires 2009
Officer since October 2002 and
its Senior Vice President of
Operations since June 2002.
From September 1980 to
December 2001, Mr. Leddy
worked for EMS Technologies,
most recently as a Vice
President. Mr. Leddy serves on
the boards of directors of
SkyTerra Communications, Inc.,
Mobile Satellite Ventures, LP,
and Hughes Systique
Corporation. Mr. Leddy serves on
HNS‘ Board of Managers.
Mr. Stone is a senior partner of
Apollo Advisors, L.P., which,
together with its affiliates, acts as
managing general partner of the
Apollo Investment Funds, a
series of private securities
investment funds, where he has
35/ Director since
Aaron J. Stone worked since 1997. Mr. Stone
2005/ Expires 2009
also serves on the board of
directors of AMC Entertainment
Inc., Connections Academy, LLC,
Mobile Satellite Ventures, LP and
SkyTerra Communications, Inc.
Mr. Stone also serves on HNS‘
Board of Managers.
Mr. Weiner has been Chief Legal
Officer and General Counsel of
Ares Management LLC since
September 2006. Previously, Mr.
Weiner was employed with Apollo
Advisors, L.P. and Apollo Real
Estate Advisors and served as
general counsel of the Apollo
55/ Director since organization from 1992 to August
Michael Weiner
2005/ Expires 2009 2006. Prior to joining Apollo, Mr.
Weiner was a partner in the law
firm of Morgan, Lewis & Bockius
specializing in securities law,
public and private financings, and
corporate and commercial
transactions. Mr. Weiner serves
on the board of directors of
SkyTerra Communications, Inc.
He is a private investor who has
more than 25 years of general
management experience in the
telecommunications and
technology sectors. Mr. Gabbard
is a member of the board of
directors of COLT Telecom, SA,
Luxembourg, a pan-European
O. Gene 67/ Director since provider of business
Gabbard 2006/ Expires 2009 communications services. He is
also a member of the board of
directors of Knology, Inc. and
Trillion Partners. From August
1990 to January 1993, Mr.
Gabbard was Executive Vice
President and Chief Financial
Officer of MCI Communications
Corporation.
He is a private
investor/consultant and also
serves on the Board of
Governors of Sound Shore
Medical Center where he was
Chairman from 2002 to 2006. He
also serves on the boards of
directors of UST Inc. (NYSE:
UST), a packaged goods
Company, and Innkeepers USA,
a privately held hotel real estate
investment trust. Mr. Ruisi has
over 20 years of experience in
the entertainment industry in
59/ Director since which he held various senior
Lawrence Ruisi
2006/ Expires 2009 executive positions. He was
President and Chief Executive
Officer of Loews Cineplex
Entertainment from 1998 to 2002,
Executive Vice President of Sony
Pictures Entertainment from 1991
to 1998, Senior Vice President of
Columbia Pictures Entertainment
from 1987 to 1990 and Senior
Vice President Finance and Vice
President and Controller of Tri-
Star Pictures from 1983 to 1987.
Mr. Ruisi started his career in
public accounting and worked for
Price Waterhouse & Co. from
1970 to 1983.
The members of our Audit Committee are Messrs. Ruisi, Gabbard and Clark. Mr. Ruisi serves as chair.
The members of our Compensation Committee are Messrs. Africk, Stone and Clark. Mr. Africk serves as the chair.
The members of the Nominating and Corporate Governance Committee are Messrs. Africk, Stone and Clark. Mr. Africk serves as the chair.
INTEGRAL SYSTEMS, INC.
5000 Philadelphia Way Lanham,
Maryland 20706-4417
www.integ.com (301)
731-4233
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
Mr. Albertine has been a Director of 12
publicly traded companies in his
career. From 1969 through 1977, Mr. Directors who are employees
Albertine served as the Associate of the Company do not receive
Professor of Economics at Mary any compensation for their
Washington College. From 1977 service as directors. Effective
through 1979, he served as Legislative October 1, 2006, the Company
Assistant to Senator Lloyd M. Bensten. paid each director, other than
From 1979 to 1980, he served as the Chairman of the Board,
Executive Director to the who is not an employee an
Congressional Joint Economic aggregate of $24,000 per year
Committee. From 1981 through 1986, for their services. On October
he served as President of the 1, 2006, the Chairman of the
American Business Conference. From Board was entitled to receive
63/ Director since 2006/ 1986 through 1990, he served as Vice $12,000 per month for his
Public 6 0 John M. Albertine 2008 Proxy
Expires 2009 Chairman of the Fruit of the Loom services to the Company.
Company. In 1990, Dr. Albertine Effective as of February 7,
founded Albertine Enterprises, Inc., a 2007, the Chairman of the
merchant banking and consulting firm. Board‘s annual cash retainer
Dr. Albertine has been the Chairman was decreased to $48,000. In
and CEO of Albertine Enterprises for addition to an annual cash
the last 16 years and continues in that retainer, non-employee
position today. Currently, Mr. Albertine directors receive $6,000 per
is the Director of Kandant Co., NYSE, year for each committee upon
Vice Chairman of the Virginia which they serve, up to a
Retirement Systems and a member of maximum of two committees.
the Virginia Governor‘s Board of Effective April 10, 2007, the
Economic Advisers. Mr. Albertine holds Chairman of the Board
a PH.D in Economics from the receives $12,000 per year for
University of Virginia. his services on a committee,
up to a maximum of two
committees. In fiscal 2007, at
a meeting of the Board of
Directors of the Company held
on December 6, 2006, the
Board also elected to make a
one-time payment in the
amount of $15,000 to each of
Messrs. Leimkuhler and Laiti
for additional services
rendered as Board members.
All board and committee
maximum of two committees.
Effective April 10, 2007, the
Chairman of the Board
receives $12,000 per year for
his services on a committee,
up to a maximum of two
committees. In fiscal 2007, at
Mr. Baldwin spent 10 years in the U.S. a meeting of the Board of
military at both the U.S. Army‘s Directors of the Company held
Redstone Arsenal, Alabama missile on December 6, 2006, the
development center, and the U.S. Air Board also elected to make a
Force Space and Missile System one-time payment in the
Division in Los Angeles, California. He amount of $15,000 to each of
played a vital role in the early research Messrs. Leimkuhler and Laiti
and development of Laser guided for additional services
missiles and smart bomb technology rendered as Board members.
for both the Army and subsequently the All board and committee
Air Force. He also managed a retainer fee amounts are
71/ Director since 2006/ subsystems program office while in the currently paid in equal
Alan W. Baldwin quarterly installments.
Expires 2009 Air Force that provided boost-phase
guidance & control and telemetry Directors who are not
equipment and services for all Atlas employees of the Company
and Titan space launches at Cape are also granted options to
Kennedy in Florida and Vandenberg Air purchase a discretionary
Force Base in California. After leaving number of shares of the
the military, Mr. Baldwin spent 10 years Company‘s Common Stock
with TRW Electronics in Los Angeles pursuant to the 2002 Stock
managing a manufacturing plant Option Plan as determined by
specializing in producing highreliability the Compensation Committee.
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
70/ Director since 2006/ Vice President of Engineering for all
Paul G. Casner Jr.
Expires 2009 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
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
William F. 44/ Director since 2007/ joining Milton, Mr. Harley was a Vice
―Mickey‖ Harley, III Expires 2009 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 engineering and a Bachelor
Mr. Leimkuhler is the General Counsel
and Director of Business Development
of Paice Corporation, a privately held
developer of advanced vehicle
powertrains. From 1994 through 1999,
he held various positions with Allen &
Company, a New York investment
William F. 56/ Director since 2006/
banking firm, initially serving as the
Leimkuhler Expires 2009
firm‘s General Counsel. Prior to that,
Mr. Leimkuhler was a corporate partner
with the New York law firm of Werbel &
Carnelutti (now Heller Ehrman White &
McAuliffe). Mr. Leimkuhler also serves
as a director of Speedus Corp. and
U.S. Neurosurgical, Inc.
He is President of McComas Internet
Inc., a supplier of sponsor/advertising
supported community, educational, and
alumni websites. Previously, he was
Chairman of Plexsys International,
President of Fortel Technologies, Inc.,
and held positions with COMSAT RSI
54/ Director since 1995/
R. Doss McComas and Radation Systems, Inc., including
Expires 2009
Group Vice President, Vice President
of Acquisitions, Strategic Planning and
International Marketing, and General
Counsel. He holds a B.A. degree from
Virginia Polytechnic Institute; an M.B.A.
from Mt. Saint Mary‘s; and a J.D. from
Gonzaga University.
Audit Committee: R. Doss McComas, William F. Leimkuhler (Chair), Paul G. Casner, Jr.
Compensation Committee: R. Doss McComas, John M. Albertine,Paul G. Casner Jr. (Chair), William F. Leimkuhler
Nominating Committee: John M. Albertine, William F. ―Mickey‖ Harley (Chair), III, William F. Leimkuhler
Strategic Growth Committee: John M. Albertine, Paul G. Casner, Jr., William F. Harley III (Chair), William F. Leimkuhler, R. Doss McComas
Jos. A. Bank Clothiers, Inc. 500
Hanover Pike Hampstead, MD
21074 www.josbank.com
(800) 999-7472
Public Number Number
of Names of Last
or of Age/Term/Expiration Business Background Information Board Compensation
Female Directors 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 Managing
Director and the COO of Soros Fund
Management LLC.; he is a director of
Mueller Industries, Inc. (NYSE: MLI) Each Independent Director listed in the
63/ Director since table below receives an annual retainer 2008 Proxy
Public 5 0 Gary S. Gladstein and Imergent, Inc. (OTCBB: IMGG);
1989/ Expiring 2010 of $40,000. Each committee chair
he is a director of several not-for-profit
organizations including the University receives an additional annual retainer of
of Connecticut Foundation, The $30,000 and our Chairman of the Board
Samuel Waxman Cancer Research and Lead Independent Director receives
Foundation at Mt. Sinai Hospital, The an additional annual retainer of
Abraham Initiatives, The Hebrew Free $60,000. Each Independent Director
Loan Association and the National also receives attendance fees of $3,000
Sleep Research Foundation. per Board meeting and $1,500 per
Committee meeting. One-half of the
usual meeting attendance fee (i.e.,
$1,500 and $750, respectively) is paid
to each Independent Director for
participation in each telephonic Board or
Committee meeting. Prior to June 21,
2007, each Independent Director was
eligible to receive reimbursement for an
annual acquisition of our common stock
having a market value of $15,000 as of
the time of acquisition, plus actual
brokerage fees incurred (the ―Stock
Acquisition Reimbursement‖). The
Stock Acquisition Reimbursement
program was discontinued effective
June 21, 2007. Directors who did not
use all of their allotted Stock Acquisition
Reimbursements received cash paid-
$30,000 and our Chairman of the Board
and Lead Independent Director receives
an additional annual retainer of
$60,000. Each Independent Director
also receives attendance fees of $3,000
per Board meeting and $1,500 per
Committee meeting. One-half of the
He was Director, President and CEO
usual meeting attendance fee (i.e.,
of Venture Stores, Inc. (―Venture‖), a
$1,500 and $750, respectively) is paid
publicly traded family value retailer,
to each Independent Director for
from April 1995 to May 1998 and was
participation in each telephonic Board or
Chairman of its board of directors
Committee meeting. Prior to June 21,
from January 1996 to May 1998; from
2007, each Independent Director was
1976 to April 1995, he was employed
eligible to receive reimbursement for an
by Belk Stores Services, a retailing
annual acquisition of our common stock
company, in various capacities,
having a market value of $15,000 as of
including Corporate Executive Vice
the time of acquisition, plus actual
President for Merchandise and Sales
brokerage fees incurred (the ―Stock
Promotion, Chief Merchandising
63/ Director since Acquisition Reimbursement‖). The
Robert N. Wildrick Officer, Senior Vice President
1994/ Expiring in 2011 (Corporate) and General Manager; he Stock Acquisition Reimbursement
program was discontinued effective
currently serves on the board of
June 21, 2007. Directors who did not
directors of the Greater Baltimore
use all of their allotted Stock Acquisition
Alliance, the Advisory Board of Johns
Reimbursements received cash paid-
Hopkins Children‘s Hospital and the
outs.
board of directors of the Pride of
Baltimore; he is a former member of
the board of directors and the
executive committee of The Fashion
Association and a former member of
the board of directors of Goodwill
Industries International, Inc. Also CEO
since Nov. 1999 and President since
He was Jos. A. Banks, Inc. interim
CEO from May 1999 to October 1999;
he has been a principal of The
Giordano Group, Limited, a diversified
consulting firm, since its founding in
February 1993; he was the President
and COO of Graham-Field Health
Products, Inc. from February 1998 to
June 1998 and was a director of
Graham-Field from 1994 to June
Andrew A. 76/ Director since
1998; he is a director of several
Giordano 1994/ Expiring in 2009
privately held companies including
Dale Carnegie & Associates, Inc., a
global provider of locally delivered
training in leadership, sales,
interpersonal and communications
skills; he is also a director of the
United States Navy Memorial. Also
served as Chairman since May 1999
and Interim CEO from May 1999-Oct.
1999.
WILLIAM E. HERRON was appointed
to our Board effective April 1, 2005.
Since January 2002, Mr. Herron has
been self-employed as a strategic
consultant to companies seeking to
initiate business with the federal
government. From 1982 through
December 2001, Mr. Herron was a
partner in Arthur Andersen, having
served in its Accounting and Audit
practice from 1982 until 1994 and in
its Business Consulting practice from
1995 until 2001. Among his other
62/ Director since
William E. Herron duties with Arthur Andersen, Mr.
2005/ Expires 2009
Herron was the Managing Partner of
the firm's Office of Government
Services. Mr. Herron was a licensed
CPA for over 30 years and is a current
member of the American Institute of
Certified Public Accountants and
Pennsylvania Institute of Certified
Public Accountants. He has served on
the boards of directors of several
privately held companies including the
position of chair of an audit
committee. He has been active for
over 25 years on boards of civic and
SIDNEY H. RITMAN was appointed to
our Board effective July 29, 2005. In
March 1999, Mr. Ritman founded, and
has since been the owner and
operator of, Toni Industries, Inc., an
importer of women's clothing under
the Giorgio San Angelo and other
brand labels. Mr. Ritman has an
extensive background in international
sourcing for U.S. and European
apparel retailers, including fifteen
years in residence in Hong Kong as
75/ Director since the founder and Director of Armstrong
Sidney H. Ritman
2005/ Expires 2010 Industries, Ltd., a sourcing agent
which had offices in seven countries.
In 1987, Mr. Ritman sold Armstrong to
Colby-Stanton International, a Hong
Kong buying group, for which Mr.
Ritman served as a director until
1997. Mr. Ritman is a former trustee
of Rollins College, Winter Park,
Florida and The Brunswick School,
Greenwich, Connecticut. Mr. Ritman is
a former United States Marine Corps
officer, having served on active duty
and in the Marine Forces Reserve for
nine years.
The Audit Committee is comprised of Messrs. Giordano, Gladstein and Herron (Chair).
The Compensation Committee is comprised of Messrs. Giordano (Chair), Gladstein and Ritman.
The Nominating and Governance Committee is comprised of Mssrs. Giordano, Herron and Ritman (Chair).
LASALLE HOTEL PROPERTIES
3 Bethesda Metro Center, Suite
1200
Bethesda, Maryland 20814
www.lasallehotels.com (301)
941-1500
Number
Number Last
Public or of
of Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private Female
Directors Source
Directors
Mr. Bortz founded the Hotel Group of Each trustee who is not an
Jones Lang LaSalle Incorporated employee of or affiliated with
(―Jones Lang LaSalle‖), and as the Company receives an
President, oversaw all of Jones Lang annual fee of $75,000. Prior to
LaSalle‘s hotel investment and the beginning of each year,
development activities. From January each trustee makes an election
1995 as Managing Director of Jones to receive the annual retainer
Lang LaSalle‘s Investment Advisory fee all in Common Shares in
Division, Mr. Bortz was also responsible lieu of cash, half in cash and
for certain east coast development half in Common Shares or less
projects, including the redevelopment of than half in cash and the
Grand Central Terminal in New York remainder in Common Shares.
City. From January 1990 to January In accordance with the 1998
51/ Director since 1998/
Public 7 1 Jon E. Bortz 1995, he was a Senior Vice President of Share Option and Incentive 2008 Proxy
Expires 2011
Jones Lang LaSalle‘s Investment Plan and procedures adopted
Division, with responsibility for east by the Company, each such
coast development projects and trustee may also elect to defer
workouts, including the redevelopment the receipt of all or a portion of
of Union Station in Washington, D.C. his or her Common Shares (the
Mr. Bortz joined Jones Lang LaSalle in ―Deferred Common Shares‖).
1981. Mr. Bortz is a member of the Payment of the annual retainer,
Board of Governors of the National whether in cash, Common
Association of Real Estate Investment Shares or Deferred Common
Trusts. He is also a member of the Shares, is made after the close
Board of Trustees of Federal Realty of business on December 31st
Investment Trust. Mr. Bortz holds a B.S. of each year in which the
in Economics from The Wharton School trustees served on the Board of
of the University of Pennsylvania and is Trustees. The number of
Common Shares or Deferred
Common Shares issued is
determined by dividing the
dollar amount each trustee
elects to receive in the form of
whether in cash, Common
Shares or Deferred Common
Shares, is made after the close
of business on December 31st
of each year in which the
trustees served on the Board of
Mr. Washburn is also a member of the Trustees. The number of
Company‘s Audit Committee and the Common Shares or Deferred
Nominating and Governance Committee Common Shares issued is
and the Chairman of the Compensation determined by dividing the
Committee. Mr. Washburn is a private dollar amount each trustee
investor. Mr. Washburn is a retired elects to receive in the form of
Executive Vice President of Northwest Common Shares or Deferred
Airlines, Inc. (―Northwest‖) and was the Common Shares by the
Chairman and President-Northwest average daily closing price of
Cargo, Inc. Mr. Washburn joined the Common Shares on the
Northwest in 1990 and served in a New York Stock Exchange
number of capacities, including (―NYSE‖) for the year ending
Donald A. 63/ Director since 1998/ Executive Vice President-Customer December 31st. Deferred
Washburn Expires 2011 Service and Operations. Prior to joining Common Shares are paid out
Northwest, Mr. Washburn was a to a trustee either in a single
corporate Senior Vice President of payment on January 31st of the
Marriott Corporation, most recently calendar year, or in five equal
Executive Vice President and general annual installments beginning
manager of its Courtyard Hotel division. on January 31st of the calendar
Mr. Washburn is a director of Amedisys, year, following the year in which
Inc., The Greenbrier Companies, Inc., the trustee ceases to serve on
Key the Board of Trustees. Holders
Technology, Inc. and some privately- of Deferred Common Shares
held companies also. Mr. Washburn receive additional deferred
serves as a private equity fund advisory shares in an amount equal to
board member of Spell Capital Funds II the amount of any dividends
and III. Mr. Washburn graduated from
Mr. Hartley-Leonard is a member of the paid on the Common Shares
Company‘s Nominating and
Governance Committee. Mr. Hartley-
Leonard is a private investor. Mr.
Hartley-Leonard is Chairman and CEO
Darryl Hartley- 62/ Director since 1998/
of PGI (an event production agency)
Leonard Expires 2009
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 company. Mr.
Ms. Kuhn is also a member of the
Company‘s Compensation Committee
and Nominating and Governance
Committee. Ms. Kuhn has been
President of SatoTravel, a Navigant
International company, since 2005. For
four years prior, Ms. Kuhn had been
Navigant International‘s Regional
President for the north central region.
42/ Director since 2003/ Ms. Kuhn serves on Navigant
Kelly L. Kuhn
Expires 2009 International‘s executive committee and
the strategic planning team. For
approximately 10 years prior to joining
Navigant International, Ms. Kuhn held
several key positions at Arrington Travel
Center, including manager of corporate
communications, director of client and
industry relations, vice president of
operations, senior vice president,
Mr. McCalmont is a member of the
Company‘s Audit Committee, the
Compensation Committee and the
Nominating and Governance
Committee. Mr. McCalmont is an
William S. 52/ Director since 2000/ Executive Vice President and the Chief
McCalmont Expires 2009 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
Mr. Perkins is the Chairman of the
Company‘s Audit Committee and a
member of the Compensation
Committee and the Nominating and
Governance Committee. He is the
80/ Director since 1998/ retired Chairman of the Board and Chief
Donald S. Perkins
Expires 2010 Executive Officer of Jewel Companies,
Inc. (a diversified retailer) (1970 to
1980). Mr. Perkins is Chairman of
Nanophase Technologies Corporation
and serves as a director of LaSalle U.S.
Realty Income II and III. He has
Mr. Scott is the Chairman of the
Company‘s Nominating and
Governance Committee. Mr. Scott was
the Chairman of the Board of Directors
and Chief Executive Officer of Jones
Lang LaSalle until December 2004
when he retired from that firm. Mr. Scott
69/ Director since 1998/ also served as Chairman of the Board
Stuart L. Scott of Directors and Chief Executive Officer
Expires 2010
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 of Law.
Audit Committee: Darryl Hartley-Leonard, William S. McCalmont, Donald S. Perkins (Chair), Donald A. Washburn
Compensation Committee: Kelly L. Kuhn, William S. McCalmont, Donald S. Perkins, Donald A. Washburn (Chair)
Nominating and Governance Committee: Darryl Hartley-Leonard, Kelly L. Kuhn, Williams S. McCalmont, Donald S.
Perkins, Stuart L. Scott (Chair), Donald A. Washburn
Legg Mason, Inc.
100 Light Street
Baltimore, MD 21202-1099, 1-
877-534-4627
www.leggmason.com
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
He has been the Chairman Emeritus of
RTKL Associates, Inc., an international
architecture, engineering, and planning
firm since April 2003; he previously Cash Retainers Annual Board
69/Director since 1988/ served as Chairman and CEO of that
Public 14 2 Harold L. Adams Retainer $40,000: Audit 2008 Proxy
Expires 2010 firm from 1987-2003, and was Committee Chairman Retainer
President of that firm from 1969-2000. $15,000: Nominating and
He is also director of Lincoln Electric Compensation Committee
Holdings, Inc. and Commercial Metals Chairmen Retainers $7,500: Lead
Co. Independent Director Retainer
He has served as Chairman and CEO $20,000: Audit Committee
Raymond A. 71/ Director since of Legg Mason Wood Walker, Inc. from Member Retainer $20,000 (paid
Mason 1981/term expires 2010 1975-February 2004. Chairman, to all members including the
President, and CEO since 1981. Chair): Nominating and
Compensation Committee
She is currently engaged in private
Member Retainers $15,000 (paid
consulting and investment activities;
to all members including the
was a partner of Ernst & Young, LLP,
Chair): Meeting Fees $2,000 per
Margaret Milner 65/Director since 2003/ an international accounting and auditing
meeting attended beginning with
Richardson Expires 2010 firm, from 1997-June 2003. She
the sixth meeting in the year:
served as the United States
Audit Committee Meeting Fees
Commissioner of internal Revenue
$2,000 per meeting attended
from 1993-1997.
beginning with the sixth meeting
in the year: Nominating and
Compensation Committee
Meeting Fees $2,000 per meeting
attended beginning with the sixth
meeting in the year.
to all members including the
Chair): Meeting Fees $2,000 per
meeting attended beginning with
the sixth meeting in the year:
Audit Committee Meeting Fees
$2,000 per meeting attended
beginning with the sixth meeting
He has been Dean of the School of Law in the year: Nominating and
at Howard University since January Compensation Committee
2003; he was a partner in the law firm Meeting Fees $2,000 per meeting
58/ Director since of Wilmer, Cutler & Pickering from attended beginning with the sixth
Kurt L. Schmoke
2002/ Expires 2010 December 1999-January 2003; he was meeting in the year.
the Mayor of Baltimore City from
December 1987-1999. He is also a
director of the McGraw-Hill Companies.
He is currently engaged in private
investment activities. Mr. Angelica was
recommended to the Nominating and
Corporate Governance Committee for
consideration as a director candidate of
Robert E. 61/ Director since
Legg Mason by the Chairman of the
Angelica, 2007/ Expires 2009
Board. Until December 2006, Mr.
Angelica served as the Chairman and
Chief Executive Officer of the AT&T
Investment Management Corporation, a
subsidiary of AT&T Inc.
He is a professor at the University of
Georgia since 1997, and was Chairman
69/Director since
Dennis R. of the Financial Accounting Standards
2002/3 year term/term
Beresford Board from 1987-1997. She is also a
expires 2011
director of Kimberly-Clark Corp. and
MCI, Inc.
He is engaged in private investment
69/Director since activities; he was the CEO of Oakwood
Nicholas J. St.
1983/3 year term/term Homes Corp., a manufacturer and
George
expires 2011 retailer of manufactured homes from
1979-1999.
He has been an executive in residence
of the University of Louisville, School of
Business and Public Administration
since 2002 and an adjunct professor at
71/Director since
the University of Kentucky, Gatton
Roger W. Schipke 1991/3 year term/term
College of Business and Economics
expires 2011
since 2003. Prior to 2002, he was
engaged in private investment
activities. He is also a director of
Brunswick Corp. and the Pouse Co.
Since August 1995, he has been the
65/Director since managing member of Koerner Capital,
John E. Koerner,
1990/3 year term/term LLC, a private investment company, or
III
expires 2009 the President of its predecessor,
Koerner Capital Corp.
Since 1997, he has been the Chairman
of the Board of Ukrop Super Markets,
Inc., which operates a chain of
70/Director since
supermarkets in Virginia, and was
James E. Ukrop 1985/3 year term/term
President and CEO of that company
expires 2009
from 1975-1997. He is also a director
of Owens & Minor, Inc. and Chairman
of First Market Bank.
Cheryl Gordon Krongard has been a
director of Legg Mason since January
2006 and is engaged in private
investment activities. Ms. Krongard was
recommended to the Nominating and
Corporate Governance Committee for
consideration as a director candidate of
52/ Director since Legg Mason by an officer of Legg
Cheryl Gordon
January 2006/ Expires Mason. She served as a senior partner
Krongard
2009 of Apollo Management, L.P., a private
investment company, from January
2002 to December 2004 and was the
Chief Executive Officer of Rothschild
Asset Management, an asset
management firm, from 1994 to 2000.
Ms. Krongard is a director of Educate
Inc. and US Airways Group Inc.
Mr. Nuttall is a Member of the general
partner of Kohlberg Kravis Roberts &
Co. (―KKR & Co.‖), a private equity firm,
has been with KKR & Co. for 11 years
and is the head of KKR & Co.‘s
Financial Services Industry team. He is
a director of Capmark Financial Group
Inc., First Data Corporation, KKR
Financial Holdings LLC and Masonite
International Corporation. Mr. Nuttall
35/ Director since
Scott C. Nuttall was nominated to the Board by KKR &
2008/ Expires 2009
Co. pursuant to a Note Purchase
Agreement under which we issued our
2.5% Senior Convertible Notes. Under
the purchase agreement, KKR & Co.
has the right to nominate one individual
to the Board and the Compensation
Committee for as long as KKR & Co. or
its related parties own at least 50% of
the outstanding notes and at least $625
million in notes remains outstanding.
Mark R. Fetting was recommended to
the Nominating and Corporate
Governance Committee for
consideration as a director candidate of
Legg Mason by the special CEO
Search Committee of the Board. Mr.
Fetting was elected President and Chief
Executive Officer of Legg Mason in
53/ Director since
Mark R. Fetting January 2008. He served as Senior
2008/ Expires 2010
Executive Vice President of Legg
Mason since July 2004 and as
Executive Vice President from July
2001 to July 2004. Mr. Fetting is a
director of 14 funds within the Legg
Mason Funds mutual funds complex
and 27 funds within The Royce Funds
mutual funds complex.
W. Allen Reed has been a director of
Legg Mason since April 2006 and is
engaged in private investment
activities. Mr. Reed was recommended
to the Nominating and Corporate
Governance Committee for
consideration as a director candidate of
Legg Mason by the Chief Executive
Officer of Legg Mason. From January
2006 to March 2006, Mr. Reed served
as Chairman of the Board of General
Motors Asset Management Corporation
(―GMAMC‖), the investment
61/ Director since April management subsidiary of General
W. Allen Reed
2006/ Expires 2008 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.
Messrs. Beresford (Chairman), Angelica and Reed and Edward I. O‘Brien (who is not standing for re-election) are the members of our Audit Committee.
Messrs. Schipke (Chairman), Koerner, Nuttall and Schmoke and Ms. Krongard are the members of our Compensation Committee.
Messrs. St. George (Chairman), Adams and Ukrop and Ms. Richardson are the members of our Nominating and Corporate
LOCKHEED MARTIN
CORPORATION
6801 Rockledge Drive
Bethesda, Maryland 20817
www.lockheedmartin.com (866)
LMC-2363
Number
Number Last
Public or of Names of Business Background
of Age/Term/Expiration Board Compensation Updated/
Private Female Directors Information
Directors Source
Directors
Named by President Bush to
Chair the President‘s Cash retainer $110,000: Stock
Commission on the retainer $110,000 in stock
Implementation of the U.S. Space units: Committee Chairman
Exploration Vision, January 2004; retainer $12,500 (other than
Under Secretary of Defense Audit Committee Chairman)
(Acquisition, Technology, and Audit Committee Chairman
Logistics) from May 2001 until his retainer $20,000 Deferred
retirement in May 2003. President compensation plan Cash
and Chief Executive Officer of retainer deferrable with
The Aerospace Corporation from earnings at prime rate, S&P
E.C. Aldridge, 69/ Director since March 1992 until May 2001; 500 or Lockheed Martin stock 2008
Public 13 2
Jr. 2003/ Expires 2009 President of the McDonnell return. Travel accident Proxy
Douglas Electronic Systems insurance $1,000,000.
Company from December 1988 Matching Gift for Colleges and
until March 1992; Secretary of the Universities Program Company
Air Force from June 1986 until match of $1 per $1 of director
December 1988; and Under contributions, up to $10,000
Secretary of the Air Force from per director, to eligible
1981 until 1986. Director of educational institutions
United Industrial Corp. from 1993 Director education
to 2001; director of Global institutes/activities Reimbursed
Crossing Ltd. and Alion Science for costs and expenses.
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
Nolan D. 64/ Director since 1985 to 1986. Held various
Archibald 2002/ Expires 2009 management positions at
Beatrice Companies, Inc., from
1977 to 1985, including Senior
Vice President and President of
the Consumer & Commercial
Products Group; director of The
Black & Decker Corporation and
Brunswick Corporation.
Vice President and Chief
Financial Officer of Caterpillar
Inc. since 2004; Corporate
Controller and Chief Accounting
Officer of Caterpillar from 2002 to
2004; various positions of
David B. 52/ Director since
increasing responsibility for
Burritt 2008/ Expires 2009
Caterpillar in finance, tax,
accounting and international
operations for Caterpillar from
1978 to 2002; and director of
Factory Mutual Insurance
Company (FM Global).
Retired from active duty in July
2004. Admiral and Commander,
United States Strategic
Command, Offut Air Force Base,
Nebraska from October 2002
until July 2004. Commander in
Chief, United States Strategic
Command from November 2001
James O. 60/ Director since to September 2002. Commander
Ellis, Jr. 2004/ Expires 2009 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
Philadelphia Electric Company)
Gwendolyn S. 67/ Director since
from October 1992 until her
King 1995/ Expires 2009
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 Gannett from
Douglas H. 68/ Director since
1979 to 1997, Chief
McCorkindale 2001/ Expires 2009
Administrative Officer of Gannett
from 1985 to 1997; director of
Global Crossing Ltd. from 1997 to
2001; director of Gannett,
Continental Airlines, Inc. and a
director or trustee of numerous
Mutual Funds in the Prudential
Group of Newark, NJ.
Vice Chairman of The Cohen
Group, Washington, D.C. since
March 2003. Retired from active
duty on March 1, 2003.
Commander, U.S. European
Command and Supreme Allied
Commander Europe, NATO,
Mons, Belgium from May 2000
until January 2003. Vice
Joseph W. 64/ Director since Chairman, Joint Chiefs of Staff,
Ralston 2003/ Expires 2009 Washington, D.C. from March
1996 – April 2000; since 1965,
served in operational command
at squadron, wing, numbered air
force and major command, as
well as various staff and
management positions at every
level of the Air Force; director of
The Timken Company and URS
Corporation.
Chief Executive Officer of
Savage Holdings LLC since
August 2001; Chairman of
Alliance Capital Management
International, a division of
Alliance Capital Management LP,
an investment management
company from 1993 to July 31,
2001; Senior Vice President of
The Equitable Life Assurance
Society of the United States from
1987 to 1996; Chairman of the
Board of Equitable Capital
69/ Director since Management Corporation from
Frank Savage
1995/ Expires 2009 1992 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 2001
59/ Director since to August 2001. Held various
Anne Stevens
2002/ Expires 2009 management positions at Ford
Motor Company from 1990 up to
the present, including executive
director in Vehicle Operations in
North America. Held various
engineering, manufacturing and
marketing positions at Exxon
Chemical Co. before joining Ford.
Member of the National Academy
of Engineering and Trustee of
Drexel University.
Chief Executive Officer of
Lockheed Martin since August
2004, President of Lockheed
Martin since October 23, 2000,
Chief Operating Officer of
Lockheed Martin from October
2000 to August 2004, Executive
Vice President and Chief
Financial Officer of Lockheed
Martin from October 1999 to
March 2001, Vice President of
Strategic Development of
Lockheed Martin from November
1998 to October 1999; President
Robert J. 56/ Director since and Chief Operating Officer of the
Stevens 2000/ Expires 2009 former Lockheed Martin Energy
and Environment Sector from
January 1998 to June 1999;
President of Lockheed Martin Air
Traffic Management Division from
June 1996 through January 1998;
Executive Vice President and
Senior Vice President and Chief
Financial Officer of Air Traffic
Management from December
1993 to May 1996; General
Manager of Loral Systems
Manufacturing Company from
1987 to 1993; director of
Monsanto Company.
Chief Executive Officer,
Directions, LLC; Partner of
O‘Melveny & Myers LLP from
1992 – 2000; member of the
James R. 70/ Director since Board of Trustees of Stanford
Ukropina 1995/ Expires 2009 University from 1990 to 2000;
director of Lockheed from 1988 to
1995; director of Pacific Life
Insurance Company and Indymac
Bancorp, Inc.
Deputy Secretary of Homeland
Security (2003-2005)
Administrator, Transportation
Security Administration (2002-
2003) Commandant, U.S. Coast
Guard (1998-2002). In 2005,
Admiral James Loy completed a
45-year career in public service,
retiring as the first Deputy
Secretary of Homeland Security.
In this capacity, he was involved
in all aspects of consolidating 22
separate agencies into one
unified Cabinet department as
well as managing the day-to-day
activities of the agency. Prior to
65/ Director since the establishment of the
James M. Loy
2006/ Expires 2009 Department of Homeland
Security in 2002, Admiral Loy
served in the Department of
Transportation as Deputy Under
Secretary for Security and Chief
Operating Officer of the
Transportation Security
Administration (TSA), and later as
Under Secretary for Security. In
these roles, he served as the first
administrator of the newly created
TSA, which is responsible for
protecting the Nation's
transportation systems to ensure
freedom of movement for people
and commerce. Admiral Loy
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
James M. 55/ Director since from MCI Communications Corp.
Schneider 2006/ Expires 2009 in Washington, D.C., where he
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
Audit Committee: E.C. "Pete" Aldridge, Jr., James M. Schneider, Anne Stevens, James R. Ukropina, Douglas C. Yearley (Chair), Douglas H. McCorkindale (Chair)
Ethics and Corporate Responsibility Committee: Marcus C. Bennett, Gwendolyn S. King (Chair), James M. Loy, Joseph W. Ralston, Frank Savage.
Executive Committee: Nolan D. Archibald, Gwendolyn S. King, Douglas H. McCorkindale, Robert J. Stevens (Chair), James R. Ukropina, Douglas C. Yearley.
Compensation Committee: "Pete" Aldridge, Jr., Nolan D. Archibald (Chairman), Douglas H. McCorkindale, Eugene F. Murphy, James M. Schneider, Anne Stevens.
Nominating/Corporate Governance Committee: Nolan D. Archibald, James O. Ellis, Jr., Gwendolyn S. King, Eugene F. Murphy, James R. Ukropina (Chairman).
Strategic Affairs and Finance Committee: Marcus C. Bennett, James O. Ellis, Jr., James M. Loy, Douglas H. McCorkindale (Chairman), Joseph W. Ralston, Frank Savage, Douglas C. Yearley.
avage, Douglas C. Yearley.
MARRIOTT INTERNATIONAL, INC.
10400 FERNWOOD ROAD
BETHESDA, MARYLAND 20817
www.marriott.com (888)
236-2427
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
Mr. Marriott is Chairman of the Board of
Directors and our Chief Executive Officer.
He joined Marriott Corporation in 1956,
became President and a director in 1964,
Chief Executive Officer in 1972 and
Chairman of the Board in 1985. Mr.
Marriott also is a director of the Naval
Academy Endowment Trust. He serves
on the Board of Trustees of the National
Each non-employee director
Geographic Society, the National Urban
76/ Director since 1964/ received a retainer fee of
Public 9 1 J.W. Marriott , Jr. League and The J. Willard & Alice S. 2008 Proxy
Expires 2009 $60,000 and an attendance fee
Marriott Foundation, and is a member of
of $1,250 for each Board,
the Executive Committee of the World
Committee or shareholder
Travel & Tourism Council and the
meeting attended. Lawrence M.
Business Council. Mr. Marriott has served
Small received an additional
as our Chairman and Chief Executive
annual retainer of $20,000 for
Officer since the Company‘s inception in
his services as chair of the
1997, and served as Chairman and Chief
Audit Committee. Roger W.
Executive,Officer of the Company‘s
Sant received an additional
predecessors from 1985. He is the father
annual retainer of $3,333 for his
of John W. Marriott III.
services as chair of the
Compensation Policy
Committee from January
through April 2006, and Richard
S. Braddock received an
additional annual retainer of
$6,667 for his services as chair
of the Compensation Policy
Committee beginning in May
2006. Roger W. Sant retired
from the board at the 2006
annual meeting of shareholders
on April 28, 2006. John W.
annual retainer of $20,000 for
his services as chair of the
Audit Committee. Roger W.
Sant received an additional
annual retainer of $3,333 for his
services as chair of the
Compensation Policy
Ms. Lee is President and Chief Operating Committee from January
Officer of Black Entertainment Television through April 2006, and Richard
(BET), a media and entertainment S. Braddock received an
company owned by Viacom. Ms. Lee‘s additional annual retainer of
career at BET began in 1986 as Vice $6,667 for his services as chair
President and General Counsel. In 1992, of the Compensation Policy
she was named Executive Vice President Committee beginning in May
of Legal Affairs and Publisher of BET‘s 2006. Roger W. Sant retired
magazine division, while continuing to from the board at the 2006
serve as General Counsel. In 1995, Ms. annual meeting of shareholders
Lee assumed responsibility for BET‘s on April 28, 2006. John W.
strategic business development and was Marriott III serves as the non-
named President and Chief Operating employee Vice Chairman of the
Officer in 1996. Prior to joining BET, Ms. Company‘s Board of Directors.
53/ Director since 2004/ Lee was an attorney with Washington, Relating to his services as a
Debra L. Lee
Expires 2009 D.C.-based law firm Steptoe & Johnson. non-employee Vice Chairman,
Ms. Lee serves on the Board of Directors he receives 125 percent of the
of the following publicly traded ordinary annual cash retainer
companies: Eastman Kodak Company (disregarding committee chair
and Washington Gas & Light Company. retainers), attendance fees and
She is also a director of the following annual stock award of the non-
professional and civic organizations: the employee directors.
National Cable & Telecommunications
Association, Center for Communication,
Girls, Inc., the Kennedy Center‘s
Community & Friends, National
Symphony Orchestra, National Women‘s
Law Center, and the Alvin Ailey Dance
Theater. She is a Trustee Emeritus at
Brown University.
Mr. Muñoz is a principal in the
Washington, D.C.-based firm Muñoz
Investment Banking Group, LLC. He is
also a partner in the Chicago-based law
firm Tobin, Petkus & Muñoz. He served
as President and Chief Executive Officer
of Overseas Private Investment
Corporation from 1997 to January 2001.
Mr. Muñoz was Chief Financial Officer
56/ Director since 2002/
George Munoz and Assistant Secretary of the U.S.
Expires 2009
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
62/ Director since 1997/ Vice President of Marriott Corporation in
William J. Shaw
Expires 2009 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
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.
Lawrence W. 49/ Director since 2002/
He joined the airline in 1995 as Senior
Kellner Expires 2009
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
47/ Director since 2002/
John W. Marriot III President of Global Sales and Marketing.
Expires 2009
He previously held the position of Senior
Vice President for Marriott‘s Mid-Atlantic
Region. In April 2002, Mr. Marriott was
named by the U.S. Department of
Commerce and the Japanese
government to co-chair a special
taskforce to promote travel between the
United States and Japan. John W.
Marriott III is the son of J.W. Marriott, Jr.
Mr. Pearce was Chairman of Hughes
Electronics Corporation, a subsidiary of
General Motors Corporation, from May
2001 until the sale by General Motors of
its interest in Hughes in December 2003.
He has served on the Hughes Electronics
Corporation board since 1992. He was
Vice Chairman and a director of General
Motors Corporation from 1996 until his
retirement from General Motors
Corporation in May 2001. Mr. Pearce is a
director of a publicly traded company,
65/ Director since 1995/
Harry J. Pearce MDU Resources Group, Inc. He also is
Expires 2009
Chairman of the U.S. Air Force
Academy‘s Sabre Society and a director,
and lifetime member, of the U.S. Air
Force Academy‘s Association of
Graduates. Mr. Pearce is a director of the
National Defense University Foundation,
Chairman of the GM Cancer Research
Foundation, Chairman of The Bone
Marrow Foundation and President and
director of The Leukemia & Lymphoma
Society Research Foundation. He also
serves on the Board of Trustees of
Howard University and Northwestern
Mr. Reinemund retired from Pepsico in
2007. He served as Chairman and Chief
Executive Officer from 2001 until 2006
and Chairman until May 2007. He joined
Pepsico in 1984 and held the positions of
President and Chief Executive Officer
Pizza Hut, Chairman and Chief Executive
Officer Frito-Lay and President and Chief
Steven S 59/ Director since 2008/ Operating Officer Pepsico. He was a
Reinemund Expires 2009 director of Pepsico from 1996 until May
2007. He is a director of American
Express Company, Exxon Mobil Corp.
and Johnson & Johnson. He is also a
member of the board of directors of the
United States Naval Academy Foundation
and the Cooper Institute. Mr. Reinemund
has been a director of the Company since
2007.
Mr. Small is the Secretary of the
Smithsonian Institution, the world‘s
largest combined museum and research
complex, a position he assumed in
January, 2000. From 1991 until he
became the 11th Secretary of the
Smithsonian, he served as President and
Chief Operating Officer of Fannie Mae.
Before joining Fannie Mae, Mr. Small
Lawrence M. 66/ Director since 1995/ served as Vice Chairman and Chairman
Small Expires 2009 of the Executive Committee of the Boards
of Directors of Citicorp and Citibank, N.A.
Mr. Small is also a director of a publicly
traded company, The Chubb Corporation.
He is also a director of New York City‘s
Spanish Repertory Theatre, the John F.
Kennedy Center for the Performing Arts,
the National Gallery of Art, and the
Woodrow Wilson International Center for
Scholars.
Audit Committee Members: Lawrence W. Kellner, George Muñoz (Chair), and Harry J. Pearce.
Compensation Policy Committee Members: Steven S. Reinemund (Chair), Floretta Dukes McKenzie, and Lawrence M. Small.
Nominating and Corporate Governance Committee Members: Lawrence W. Kellner (Chair), Debra L. Lee, Floretta Dukes McKenzie, and Steven S. Reinemund.
Committee for Excellence members include George Muñoz, Debra L. Lee (Chair), Lawrence M. Small, and William J. Shaw.
Executive Committee Members: J.W. Marriott, Jr. (Chair) and Lawrence W. Kellner.
Martek Biosciences Corp 6480
Dobbin Road Columbia, MD
21045 410-740-0081
www.martekbio.com
Number Number of
Public or
of Female Names of Directors Age/Term/Expiration Business Background Information Board Compensation Source
Private
Directors Directors
He has been Executive Vice President of Each director who is not an
Clark Enterprises, Inc. (―Clark‖), a employee of the Company
Bethesda, Maryland-based holding receives an annual retainer
company, since 1989; he is the plus meeting fees for his or her
ownership, investment and asset service on the Company‘s
management arm of various Clark Board of Directors. The
49/Director since entities, including one of the largest Chairman receives an annual
Public 9 1 Robert J. Flanagan 2008 Proxy
2002/Expires in 2009 privately-held construction companies in retainer of $115,000, while all
the United States; prior to joining Clark, he other members of the Board
was treasurer, secretary and a member of receive an annual retainer of
the board of directors of Baltimore $40,000. Board members also
Orioles, Inc. from 1981 to 1989; he was receive $2,000 per Board
also employed from 1978 to 1981 as a meeting. Committee members
member of Arthur Andersen‘s audit receive an annual retainer,
which varies by committee,
plus $1,000 per committee
meeting. The annual retainer
for committee members is as
follows: Audit Committee
Chairman — $8,000; Audit
Committee members —
$4,000; Compensation
Committee Chairman —
$4,000; Compensation
Committee members —
$2,000; Nominating Committee
Chairman — $4,000;
Nominating Committee
members — $2,000. Each
director who is not an
employee of the Company is
also eligible to receive stock-
based compensation under the
Company‘s Stock Incentive
Plans. Annually, on the day of
other members of the Board
receive an annual retainer of
$40,000. Board members also
receive $2,000 per Board
meeting. Committee members
receive an annual retainer,
Mr. Dubin became Chief Executive Officer which varies by committee,
of Martek in July 2006 following Mr. plus $1,000 per committee
Linsert‘s retirement, after serving since meeting. The annual retainer
September 2003 as President of Martek. for committee members is as
Mr. Dubin joined Martek in 1992 and has follows: Audit Committee
served in various other management Chairman — $8,000; Audit
positions, including CFO, Treasurer, Committee members —
Secretary, General Counsel and Senior $4,000; Compensation
Vice President of Business Development. Committee Chairman —
In 2000, he moved to a part-time position $4,000; Compensation
of Senior Advisor — Business Committee members —
Development, a role he filled until his $2,000; Nominating Committee
election to President of Martek in Chairman — $4,000;
September 2003. He also spent time Nominating Committee
53/ Director since
Steve Dubin during 2000 through 2003 co-founding members — $2,000. Each
2006/ Expires 2009
and co-managing a Maryland-based, director who is not an
angel-investing club that funds early- employee of the Company is
stage, high-potential businesses. He was also eligible to receive stock-
also ―Of Counsel‖ to the law firm Mintz, based compensation under the
Levin, Cohn, Ferris, Glovsky and Popeo, Company‘s Stock Incentive
P.C. during part of 2001 and 2002. Prior Plans. Annually, on the day of
to 1992, Mr. Dubin worked in the financing the Company‘s Annual Meeting
and management of early-stage of Stockholders, each eligible
businesses and, over a period of 12 director receives a grant of
years, served in various positions at restricted stock units with a
Suburban Bank, now part of Bank of total value of $60,000 on the
America, including Vice President and date of grant, with the actual
Treasurer of their venture capital number of restricted stock
subsidiary, Suburban Capital Corporation. units determined by dividing
He served as Senior Vice President and
General Counsel for SmithKline Beecham
and subsequently GlaxoSmithKline from
1993 until his retirement in 2001; prior to
that, he practiced law with international
law firms in New York, Tokyo and London,
including serving as Managing Partner of
64/Director since the London office of Morrison & Forester,
James R. Beery
2004/Expires in 2009 specializing in strategic transactions and
general corporate matters for a variety of
industries. Following his retirement from
GlaxoSmithKline, he became Senior Of
Counsel to the London office of Covington
& Burling. Mr. Beery also serves as a
director for deCODE genetics, Inc. and
Orchid BioSciences, Inc.
He has served in various management
positions at Merck & Co., Inc. (―Merck‖)
from 1961 to 1988, during which time he
was appointed Senior Vice President
responsible for ten divisions, including
Douglas J. 76/Director since
Manufacturing and Technology and
MacMaster, Jr. 1993/Expires in 2010
Pharmaceutical Manufacturing. Mr.
MacMaster retired from Merck in 1991
and currently serves as a director for
Neose Technologies, Inc. (biotechnology)
and Stratton Mutual Funds.
From 1981 to 2007, Mr. Mayer served in
various executive capacities for Danisco
A/S, one of the world‘s leading producers
of ingredients for food and other
consumer products. From 2005 to 2007,
Mr. Mayer served as Chief Executive
Officer and Chairman of the Board for
Genencor International, Inc., a wholly-
owned subsidiary of Danisco A/S
64/ Director since
Robert H. Mayer specializing in the development and
2007/ Expires 2009
manufacture of industrial enzymes. From
1999 to 2005, Mr. Mayer served as
Executive Vice President and Chief
Operating Officer of Danisco‘s Food
Ingredients Division and from 1981 to
1999, Mr. Mayer served as President of
Danisco USA, Inc. Mr. Mayer has been a
director of the Company since January
2008.
He has been an independent advisor to
international development and financial
institutions since 1990; from 1987 to
76/Director since 1990, he was Executive Vice President
Eugene H. Rotberg
1992/Expires in 2010 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.
50/ Director since
Harry J. D‘Andrea From August 1998 to June 1999, Mr.
2006/ Expires 2008
D‘Andrea served as Chief Financial
Officer of Call Technologies, Inc., a
telecommunications software provider.
From June 1997 to July 1998, Mr.
D‘Andrea served as Chief Financial
Officer of Yurie Systems, Inc., a provider
of networking and telecommunications
equipment.
Mrs. Kawalek retired in 2004 after serving
for 25 years in various capacities at
Quaker Oats, Inc., a consumer goods
company and, since 2001, a business unit
of PepsiCo. From 2002 until her
retirement, she served as President of
52/ Director since
Polly B. Kawalek PepsiCo‘s Quaker Foods division. In
2006/ Expires 2008
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.
63/ Director since
Jerome C. Keller Keller had been consulting after spending
2005/ Expires 2008
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.
The members of the Audit Committee of the Board of Directors are Messrs. D‘Andrea and Rotberg and Ms. Kawalek.
The members of the Compensation Committee of the Board of Directors are Messrs. Flanagan and MacMaster and Ms. Kawalek.
The members of the Nominating and Corporate Governance Committee of the Board of Directors are Messrs. Beery, Flanagan, MacMaster and Rotberg.
MiddleBrook Pharmaceuticals, Inc.
20425 Seneca Meadows Parkway
Germantown, Maryland 20876
http://www.middlebrookpharma.com
(301) 944-6600
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
Dr. Douglas currently serves as
consultant to the Vaccine Research
Center at the National Institute of Health. The Company currently pays
Dr. Douglas was president, Merck each of its non-employee
Vaccines, responsible for the research, directors an annual fee of
development, manufacturing and $20,000 for serving on its Board
marketing of Merck Vaccines‘ vaccine of Directors. In addition, the
products, from 1989 until 1999. From Company currently pays these
1982 to 1990, he was a professor of directors $2,500 for each
medicine and Chairman, Department of meeting of the Board attended
Medicine, Cornell University Medical in person, and $1,500 for each
R. Gordon 73/ Director since meeting of the Board attended 2008 Proxy
Public 7 0 College and physician-in-chief, the New
Douglas, M.D. 1999/ Expires 2010 telephonically and for each
York Hospital. He also served as head of
the infectious disease unit at the meeting of a committee of the
University of Rochester School of Board attended. At such times
Medicine. Dr. Douglas serves on the as the Company has a non-
Board of Directors of Elusys employee Chairman of the
Therapeutics, Inc., Iomai Corporation, the Board, the Company will pay
Aeras Global TB Vaccine Foundation such individual an additional
(Chairman), VaxInnate, Inc. and Vical $10,000 annual fee. In 2007,
Incorporated (Chairman). Dr. Douglas is a each non-employee chairman of
graduate of Princeton University and a Board committee was paid an
Cornell University Medical College. additional $2,000 annual fee,
except that the additional annual
fee for the chairman of the Audit
Committee was $4,000. In April
2008, the Compensation
Committee, after a review of
peer data compiled by Towers,
Perrin, Forster & Crosby, Inc.,
increased the annual fees for
committee chairmen, with the
Audit Committee chairman fee
increasing to $7,000, the
such individual an additional
$10,000 annual fee. In 2007,
each non-employee chairman of
a Board committee was paid an
additional $2,000 annual fee,
except that the additional annual
fee for the chairman of the Audit
Mr. Vogelbaum is a partner with Rho
Committee was $4,000. In April
Ventures. Prior to joining Rho, he spent
2008, the Compensation
five years as a general partner of Apple
Committee, after a review of
Tree Partners, a life sciences venture
peer data compiled by Towers,
capital firm. Previously, he was a general
Perrin, Forster & Crosby, Inc.,
partner of Oxford Bioscience Partners,
increased the annual fees for
which he joined in 1993. Mr. Vogelbaum
committee chairmen, with the
Martin A. 44/ Director since currently serves on the Board of Directors
Audit Committee chairman fee
Vogelbaum 2007/ Expires 2010 of several privately-held companies,
increasing to $7,000, the
including as Chairman of Gloucester
Compensation Committee
Pharmaceuticals, and previously served
chairman fee increasing to
as a member of the Board of Directors of
$5,000, and the fee for chairmen
Nuvelo, Inc., a publicly traded
of other committees increasing
biopharmaceutical company. Mr.
to $3,000 per year.
Vogelbaum received an A.B. in biology
and history from Columbia University.
Mr. Werner is a co-founder of HealthCare
Ventures, a venture capital fund
specializing in the health care industry. Mr
Werner has served as a director of over
30 public and private companies. Prior to
the formation of HealthCare Ventures in
1985, Mr. Werner was Director of New
Ventures for Johnson & Johnson
Development Corporation. Before joining
Johnson & Johnson in 1980, Mr. Werner
59/ Director since was senior vice president of Robert S.
Harold R. Werner
1999/ Expires 2010 First, Inc. and was responsible for
managing its European and, later, U.S.
health care management consulting
business. Mr. Werner currently serves on
the Board of Directors of TetraLogic
Pharmaceuticals, Inc., DecImmune, Inc.
and GenVec, Inc. Mr. Werner received
his B.S. and M.S. degrees from Princeton
University and an M.B.A. from the
Harvard Graduate School of Business
Administration.
Dr. Rudnic served as chairman of the
Board of Directors from May 2004 until
February 2006. Dr. Rudnic has over 25
years of industry experience in the
development and commercialization of a
wide range of pharmaceutical products.
From 1997 to 1999, Dr. Rudnic directed
the research and development activities
in the U.S. for Shire Pharmaceuticals.
Shire acquired Pharmavene, Inc. in 1997,
a start-up company focused on the
design and commercialization of drug
delivery systems, where Dr. Rudnic was
senior vice president for development and
Edward M. 52/ Director since technical operations from 1996 to 1997
Rudnic, Ph.D. 1999/ Expires 2009 and vice president, pharmaceutical
research and development from 1991 to
1996. From 1990 to 1991, he was an
independent consultant. From 1985 to
1990, he held positions of increasing
responsibility as a director of formulation
development and head of pharmaceutical
process development at Schering-Plough
Corporation. Dr. Rudnic was a research
investigator at E.R. Squibb and Sons,
developing oral controlled- release
dosage forms and novel drug delivery
concepts, from 1982 to 1985. Dr. Rudnic
has a B.S. in pharmacy, M.S. in
pharmaceutics and a Ph.D. in
James H. Cavanaugh, Ph.D. has been a
director since our inception. Dr.
Cavanaugh is a general partner of
HealthCare Partners V, L.P., HealthCare
Partners VI, L.P. and Healthcare Partners
VII, L.P., which are the general partners
of HealthCare Ventures V, L.P.,
HealthCare Ventures VI, L.P. and
Healthcare Ventures VII, L.P.,
respectively. Dr. Cavanaugh was
previously president of SmithKline and
French Laboratories U.S., Inc. from 1985
James H.
71/ Director since to 1989 and president of SmithKline
Cavanaugh,
1999/ Expires 2009 Clinical Laboratories from 1981 to 1985.
Ph.D.
Dr. Cavanaugh serves as chairman of the
Board of Directors of Diversa Corporation
and Shire Pharmaceuticals Group PLC,
and as a Director of MedImmune, Inc. Dr.
Cavanaugh previously served on the
Board of Directors of the National Venture
Capital Association and as trustee
emeritus of the California College of
Medicine. Dr. Cavanaugh holds a Ph.D.
and an M.S. from the University of Iowa
and a B.S. from Fairleigh Dickinson
University.
From 1976 to 2002, Mr. Dugan served as
a partner for Ernst & Young LLP, where
he served in various managing and senior
partner positions including Mid-Atlantic
Area Senior Partner from 2001 to 2002,
Mid-Atlantic Area Managing Partner from
1989 to 2001 and Pittsburgh Office
Managing Partner from 1981 to 1989. Mr.
Richard W. 66/ Director since
Dugan retired from Ernst & Young in
Dugan 2003/ Expires 2009
2002. Mr. Dugan currently serves on the
Board of Directors of two other publicly-
traded companies: Critical Therapeutics,
Inc. and Vanda Pharmaceuticals Inc. Mr.
Dugan received a B.S.B.A. from
Pennsylvania State University. Mr.
Dugan‘s term as a director will expire at
the 2008 Annual Meeting of Stockholders.
Dr. Hockmeyer founded MedImmune,
Inc. in April 1988 as President and Chief
Executive Officer and was elected to
serve on the Board of Directors in May
1988. Dr. Hockmeyer became chairman
of the Board of Directors in May 1993. He
relinquished his position as Chief
Executive Officer in October 2000 and
now serves as the Chairman of the Board
of Directors of MedImmune, Inc. and
President of MedImmune Ventures, Inc.
Dr. Hockmeyer is a member of the
Wayne T. Maryland Economic Development
63/ Director since
Hockmeyer, Commission and the Governor‘s
1999/ Expires 2009
Ph.D. Workforce Investment Board. He is a
member of the Board of Directors of the
publicly traded biotechnology companies
GenVec, Inc., and Idenix
Pharmaceuticals, Inc. and serves on the
boards of several educational and
philanthropic organizations. Dr.
Hockmeyer earned his bachelor‘s degree
from Purdue University and his Ph.D.
from the University of Florida in 1972. In
2002, Dr. Hockmeyer was awarded a
doctor of science honoris causa from
Purdue University.
The Audit Committee consists of Richard W. Dugan and Drs. Wayne T. Hockmeyer and R. Gordon Douglas.
The Compensation Committee consists of Drs. Hockmeyer and Douglas.
The Nominating and Governance Committee currently consists of Dr. Hockmeyer and Mr. Werner.
The Executive Committee consists of Drs. Edward M. Rudnic, James H. Cavanaugh, R. Gordon Douglas and Wayne T. Hockmeyer.
Micros Systems, Inc.
7031 Columbia Gateway Drive
Columbia, MD 21046 443-
285-6000 www.micros.com
Number
Number
Public or of Names of Business Background
of Age/Term/Expiration Board Compensation Source
Private Female Directors Information
Directors
Directors
Directors other than Messrs.
In 1995, he resigned as General
Giannopoulos and Mr. Brown
Manager of the Westinghouse
receive a fee of $5,000 per
Information and Security Systems
quarter for Board service, and
Divisions, having been with
$1,500 for each Board
Westinghouse for 30 years, and
meeting attended. Messrs.
was hired by the Company
Giannopoulos and Brown are
pursuant to an Employment
not compensated for service
67/Director since Agreement to terminate December
on the Board. In addition,
1992/to serve until the 31, 1999, subsequently amended to
each member of a Board
A. L. next Annual Meeting terminate on June 30, 2009. In prior 2007
Public 6 0 committee receives an
Giannopoulos and until their assignments at Westinghouse, Mr. Proxy
additional $1,500 for each
successors are elected Giannopoulos was General
committee meeting attended,
and qualified Manager of the Automation Division
and the Chairman of the Audit
and National Industrial Systems
Committee, effective October
Sales Force, Industries Group. Mr.
1, 2006, receives an
Giannopoulos is a graduate of
additional fee of $3,000 per
Lamar University with a Bachelor of
quarter, given the fact that he
Science degree in Electrical
has additional review
Engineering. Chairman, President,
responsibilities and
and CEO.
participates in certain financial
review meetings with the
Finance Department and
PriceWaterhouseCoopers
LLP.
1, 2006, receives an
additional fee of $3,000 per
quarter, given the fact that he
has additional review
responsibilities and
participates in certain financial
He serves as Chairman and CEO review meetings with the
of Precision Auto Care, Inc., a Finance Department and
franchise company for the auto PriceWaterhouseCoopers
64/Director since care industry. Additionally, he LLP.
1977/to serve until the serves as President and a director
Louis M. next Annual Meeting of IDEAS, Inc., a supplier of high
Brown, Jr. and until their technology, custom-engineered
successors are elected products and services. Formerly,
and qualified he 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-authored
65/Director since
various internal training
2003/to serve until the
publications. He serves on the
next Annual Meeting
B. Gary Dando board of directors of PEC
and until their
Solutions, Inc., a publicly held
successors are elected
professional services firm serving
and qualified
federal, state and local government
agencies, where he also is the
Chairman of the Audit Committee.
Additionally, he is currently a
member of the Board of Trustees,
University System of Maryland
Foundation, Inc., where he is also a
member of the Finance Committee
and Chairman of the Spending
Policy Committee, and the
University of Maryland College Park
Foundation, where he is a member
of the Budget and Audit Committee.
He served as Chairman of Telogy
Networks, Inc., a developer of
communications software products
until August 1999, at which time
Texas Instruments acquired it. He
is on the board of directors of
Primus Telecommunications, a
long distance telecommunications
service provider. Previously, he
was Chairman and Chief Executive
77/Director since
Officer of Orion Network Systems,
1996/to serve until the
a company that provides satellite
John G. next Annual Meeting
services and facilities. Before
Puente and until their
joining Orion, he was Vice
successors are elected
Chairman of M/A-Com, a supplier
and qualified
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
62/Director since employed by Constellation Real
1997/to serve until the Estate, Inc. in various capacities.
Dwight S. next Annual Meeting He is also past President of the
Taylor and until their Maryland Chapter of the National
successors are elected Association of Industrial and Office
and qualified Properties (―NAIOP‖), and a
member of the NAIOP National
Board. He currently serves on the
Trustee Boards of the Baltimore
Polytechnic Institute Foundation,
Capitol College, and Lincoln
University. He also serves on the
Board of the T. Rowe Price Group,
Inc.
He currently serves as Chairman of
ISM, a Boston based advertising
agency, which specializes in the
travel and leisure industries and is
the Managing Partner of ISM‘s
consulting arm, The Prism
Partnership, LLC. Mr. Watson also
serves as Chairman and Executive
63/Director since Vice President of TLX, Inc., a
2000/to serve until the provider of logistics solutions to the
William S. next Annual Meeting airline industry, based in
Watson and until their Scottsdale, Arizona, and is a
successors are elected member of the board of directors of
and qualified Passkey Systems, Inc., a privately
held company that provides
meetings and convention
reservation and bookings services.
During his career, he also served
as Vice President of Strategic
Marketing for ITT-Sheraton Hotels,
and Executive Vice President, COO
of Best Western International.
The Audit Committee consists of Messrs. Dando, Puente, and Watson. Mr. Dando is the Audit Committee Chairman.
The Compensation Committee consists of Messrs. Puente, Taylor, and Watson.
The Nominating Committee consists of Messrs. Taylor and Watson.
MEDIFAST, INC.
11445 Cronhill Dr.
Owings Mills, MD 21117
www.medifastdiet.com
(410) 581-8042
Number
Number Last
Public or of Names of
of Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Female Directors
Directors Source
Directors
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
Michael S. 30/ Director since 2007/ President and subsequently promoted to the 2008
Public 12 3
McDevitt Expires 2009 position of President and Chief Financial Proxy
Officer in January of 2006. In March of 2007, Employee Directors do
Mr. McDevitt was promoted to Chief not receive any
Executive Officer. Prior to joining Medifast, additional
Mr. McDevitt worked as a Financial Analyst compensation for their
for The Blackstone Group, an investment services as director.
and advisory firm based in New York, NY. Additional fees are paid
to the Audit Committee
Chairman. In 2007, the
Chairman received an
additional $16,000 in
cash. Stock awards in
the amount of 10,644.
not receive any
additional
compensation for their
services as director.
Additional fees are paid
to the Audit Committee
Chairman. In 2007, the
Charles P. Connolly is currently an Chairman received an
independent director focusing on bank additional $16,000 in
relationships, debt refinancing, merger and cash. Stock awards in
acquisition strategy and executive the amount of 10,644.
compensation design. Mr. Connolly spent 29
Charles P. 59/ Director since 2006/ years at First Union Corp. that merged with
Connolly Expires 2010 Wachovia Bank in 2001. He retired in 2001
as the President and CEO of First Union
Corp. Mr. Connolly serves on the Boards of
numerous non-profit organizations. He holds
an MBA from the University of Chicago and
AB from Villanova University.
Mr. Lavin has been a director of the
Company since 2005 while a senior partner
at Lavin, Oneil, Ricci, Ceprone & Disipio. Mr.
Lavin is a 1951 graduate of Bucknell
University. He attended the University of
Pennsylvania School of Law, receiving an
LL.B. in 1956, and then served as a Special
Agent, Federal Bureau of Investigation,
United States Department of Justice, until
1959. Mr. Lavin is one of the dominant
product liability defense attorneys in the
nation. He has had regional responsibilities
in several automotive specialty areas, and
George Lavin Jr., 79/ Director since 2005/ has been called upon to try matters
Esq. Expires 2009 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
Prior to joining the Company, he was
appointed as Program Director of the U.S.
Olympic Coin Program of the Atlanta
Centennial Olympic Games. From 1991
through 1994, Colonel MacDonald returned
to active duty to be Deputy Director and
Chief Financial Officer of the Retail, Food,
Hospitality and Recreation Businesses for
the United States Marine Corps. Prior
thereto, Mr. MacDonald served as Chief
Operating Officer of the Bonneau Sunglass
Company, President of Pennsylvania Optical
Co., Chairman and CEO of MacDonald and
Bradley T. 60 / Director since 1996/ Associates, which had major financial
MacDonald Expires 2010 interests in a retail drug, consumer candy,
and pilot sunglass companies. Mr.
MacDonald was national president of the
Marine Corps Reserve Officers Association
and retired from the United States Marine
Corps Reserve as a Colonel in 1997, after
27 years of service. He has been appointed
to the Defense Advisory Board for Employer
Support of the Guard and Reserve (ESGR).
Mr. MacDonald serves on the Board of
Directors of the Wireless Accessories Group
(OTCBB: WIRX). He is also on the Board of
Directors of the Marine Corps Reserve Toys
for Tots Foundation and is a Foundation
Trustee of the Marine Reserve Association.
Barry B. Bondroff, CPA is an officer and
director with Gorfine, Schiller & Gardyn, PA,
a full-service certified public accounting firm
offering a wide range of accounting and
consulting services. Previously, he was a
Senior Managing Director with SMART,
which merged with Gorfine, Schiller &
Gardyn in July 2008. Bondroff brings over 35
years of experience providing companies of
all sizes and industries with practical and
costeffective accounting, assurance, tax,
business, technology and financial advisory
services. Prior to managing SMART,
Barry B. Bondroff, 59/ Director since 2008/ Bondroff was the Managing Partner for
CPA Expires 2011 Grabush, Newman & Co., P.A., which
combined with SMART in May 2003.
Bondroff began his career with Grabush
Newman in 1970, and in 1976 became
Officer and was promoted to Managing
Partner in 1982. He earned his Bachelor of
Science degree in Accounting from the
University of Baltimore. Additionally,
Bondroff serves on the Board of Directors
for the publicly traded First Mariner Bank of
Maryland, a NASDAQ listed SEC registrant.
He is active with First Mariner serving on the
Executive Committee, Loan Committee,
Audit Committee and as Chairman of the
Dennis M. McCarthy practiced law for 21
years as a civil litigator in tort and contract
cases. He was the founding member and
managing partner of a Columbus, Ohio
based law firm. Additionally, he served
active duty in the U.S. Marine Corps for 23
years and served 18 years in reserve
service. Mr. McCarthy retired from the
Dennis M. 63/ Director since 2006/
Marine Corps in 2005 in the grade of
McCarthy Expires 2011
Lieutenant General after four years in
command of all Marine Reserve forces. Mr.
McCarthy is currently the Executive Director
of the Reserve Officers Association, a
congressionally chartered association
devoted to national defense. In addition to
Medifast, he is a member of the Board of
Directors of Rivada Networks.
Reverend Donald Francis Reilly, O.S.A., a
Director, holds a Doctorate in Ministry
(Counseling) from New York Theological
and an M.A. from Washington Theological
Union as well as a B.A. from Villanova
University. Reverend Don Reilly was
ordained a priest in 1974. His assignments
included Associate Pastor, pastor at St.
Denis, Havertown, Pennsylvania, Professor
at Villanova University, Personnel Director of
the Augustinian Province of St. Thomas of
Villanova, Provincial Counselor, Founder of
SILOAM Ministries where he ministers and
Donald Francis 60/ Director since 1998/ counsels HIV/AIDS patients and caregivers.
Reilly, O.S.A Expires 2010 He is currently on the Board of Directors of
Villanova University, is President of the
board of "Bird Nest" in Philadelphia,
Pennsylvania and is Board Member of
Prayer Power. Fr. Reilly was recently elected
Provincial of the Augustinian Order at
Villanova, PA. He will oversees more than
300 Augustinian Friars and their service to
the Church, teaching at universities and high
schools, ministering to parishes, serving as
chaplains in the Armed Forces and
hospitals, ministering to AIDS victims, and
serving missions in Japan and South
America.
Margaret MacDonald-Sheetz joined Medifast
in 2000 as the Director of Sales and
Administration. In 2002, she was promoted
Margaret
32/ Director since 2008/ to VP of Operations and in 2004 promoted
MacDonald-
Expires 2011 to Senior VP of Operations. In May of 2006,
Sheetz
Ms. MacDonald received an Executive MBA
from Loyola University. In March 2007, she
was promoted to President and Chief
Operating Officer of Medifast Inc.
Michael C. MacDonald, a Director, is a
corporate officer and President of Global
Accounts and Marketing Operations, for the
Xerox Corporation. Mr. MacDonald's former
positions at Xerox Corporation include
Michael C. 54/ Director since 1998/
executive positions in the sales and
MacDonald Expires 2008
marketing areas. He is currently on the
Board of Trustees of Rutgers University and
a Director of the Jimmy V Foundation. Mr.
MacDonald is the brother of Bradley T.
MacDonald, the CEO of the Company.
Jeannette M. Mills currently serving as
senior vice president with the Baltimore Gas
and Electric Company. A Baltimore, Md.
native, Mills earned her Bachelor of Science
in Electrical Engineering from Virginia
Polytechnic Institute, where she currently
serves on the Advisory Board of the Bradley
Department of Electrical and Computer
Engineering. In 2006, Mills earned her
Masters of Business Administration from
41/ Director since 2008/
Jeanette M. Mills Loyola College. Ms. Mills also works in the
Expires 2011
community includes serving as Chair of the
Board of Directors for Voices for Children,
Howard County's Court Appointed Special
Advocate Program. Additionally, she serves
on the Board of the Creative Alliance, a
Program that builds communities by bringing
together artists and audiences
from diverse backgrounds to experience
spectacular arts programs and engage in
the creative process.
Mary T. Travis, a Director, is currently
employed with Sunset Mortgage Company,
L.P. in Pennsylvania as the Senior Vice
President of wholesale operations and was
formerly the Vice President of operations for
the Financial Mortgage Corporation. Mrs.
Travis is an expert in mortgage banking with
over 36 years of diversified experience. She
57/ Director since 2002/ is an approved instructor of the Mortgage
Mary T. Travis
Expires 2011 Bankers Association Accredited School of
Mortgage Banking. Mrs. Travis was also
formally a delegate and 2nd Vice president
of the Mortgage Bankers Association of
Greater Philadelphia and the Board of
Govenors of the State of Pennsylvania. She
is the key financial executive on the
Company's Audit Committee providing
oversight of the Company's external auditors.
Reverend Joseph D. Calderone, O.S.A.,
was named a director of Medifast in
November 2003. Rev. Calderone is the
Associate Director of Campus Ministry at
Villanova University. He formerly spent over
Reverend Joseph eight years with the Loyola University
59/ Director since 2003/
D. Calderone, Medical Center as the hospital Chaplain and
Expires 2009
O.S.A. 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.
The audit committee consists of Charles Connolly, George Lavin, and Mary Travis.
The nominating and corporate governance committee consists of Joseph Calderone, Donald F. Reilly, and George
The compensation committee currently consists of Joseph D. Calderone, Dennis M. McCarthy, Esq., and Mary T.
Travis.
Messrs. Bradley T. MacDonald, Michael C. MacDonald, Michael S. McDevitt, and Dennis M. McCarthy, Esq. are members of the Executive Committee.
MICROMET, INC.
6707 Democracy Boulevard
Suite 505
Bethesda, Maryland 20817
(240) 752-1420
http://www.micromet.de/index.p
hp?id=48
Number
Number
Public or of Names of Business Background
of Age/Term/Expiration Board Compensation Source
Private Female Directors Information
Directors
Directors
Pursuant to the
Mr. Benjamin has been a General Company‘s Director
Partner of Advent Venture Compensation Policy, non-
Partners, a venture capital employee directors receive
management firm in London, since an annual retainer fee of
1985. Mr. Benjamin also serves on $16,000 for director
67/ Director since the board of directors of Orthofix service, paid in quarterly
Public 9 0 Jerry C. Benjamin 2008 Proxy
2006/ Expires 2010 International N.V., an international installments, a fee of
orthopedics company listed on the $1,500 for each board
NASDAQ Global Market. In the meeting attended and a
past, Mr. Benjamin has been a fee of $1,000 for each
director of a number of public and committee meeting
private health care companies. attended. In addition, each
non-employee director
receives the director fee
with respect to telephonic
board meetings and
committee meetings if
such telephonic meetings
last approximately two
hours or longer.
installments, a fee of
$1,500 for each board
meeting attended and a
fee of $1,000 for each
committee meeting
attended. In addition, each
non-employee director
receives the director fee
Barclay A. Phillips served as a with respect to telephonic
member of CancerVax‘s board of board meetings and
directors from December 2000 to committee meetings if
May 2006 and has continued as a such telephonic meetings
director of the Company following last approximately two
the merger. From 1999 to the hours or longer.
present, Mr. Phillips has been a
Managing Director of Vector Fund
Management. From 1991 to 1999,
Mr. Phillips served in various roles
including Director of Private
Placements and Biotechnology
Analyst for INVESCO Funds
45/ Director since Group, Inc. From 1985 to 1990,
Barclay A. Phillips
2000/ Expires 2010 Mr. Phillips held positions in sales
and trading with Paine Webber,
Inc. and Shearson Lehman
Hutton, Inc. Over the last ten
years, Mr. Phillips has held board
positions for a number of public
and private companies and
currently serves as a director and
member of the audit committee of
Acorda Therapeutics, Inc., a
publicly traded biopharmaceutical
company. Mr. Phillips received a
B.A. in economics from the
University of Colorado in Boulder.
Otello Stampacchia, Ph.D. has
served as a member of our board
of directors since the merger in
May 2006 and as an Adviser to
Omega Fund since 2005. The
Omega Fund acquires ownership
interests in public and private
biopharmaceutical and device
companies, focusing on Western
Europe and the USA. Dr.
Stampacchia has been involved in
various advisory activities in
biotechnology since 2001.
Previously, Dr. Stampacchia was
Otello 38/ Director since a member of the health care
Stampacchia, Ph.D. 2006/ Expires 2010 Corporate Finance and M&A team
at Goldman Sachs International in
London, and he also helped
initiate the health care investment
activities of Index Securities (now
Index Ventures). Dr. Stampacchia
has a Ph.D. in Molecular Biology
from the University of Geneva
(Switzerland), a European
Doctorate in Biotechnology
(EDBT) from the European
Association for Higher Education
in Biotechnology, and a M.Sc. in
Genetics from the University of
Pavia (Italy).
Dr. Itin has also served in the
following capacities with our
subsidiary Micromet AG: Chief
Executive Officer since March
2004, Chief Business Officer from
April 2002 to March 2004, Vice
President of Business and
Corporate Development from
September 2001 to April 2002,
Vice President of Corporate
Development from September
2000 to September 2001 and
43/ Director since Head of IP and Licensing from
Christian Itin, Ph.D.
2006/ Expires 2008 September 1999 to September
2000. Before joining Micromet, Dr.
Itin was a co-founder of Zyomyx,
Inc. (Hayward, CA, USA), a
protein chip company. Dr. Itin
received a Diploma in biology and
a Ph.D. in cell biology from the
University of Basel, Switzerland. In
addition, he also performed
postdoctoral research at the
Biocenter of Basel University and
at Stanford University School of
Medicine.
Prior to the merger Dr. Carter was
a member of the supervisory
board of Micromet AG. Dr. Carter
is a venture partner at SV Life
Sciences Advisers LLP and a
member of the advisory board of
Paul Capital Royalty Fund. Dr.
Carter retired from
Zeneca, PLC, a publicly traded
global pharmaceutical company
and predecessor of AstraZeneca,
in 1998, where he had
been on the pharmaceutical
board. Dr. Carter served Zeneca
Michael G. Carter, as International Medical Director
M.B., Ch.B., 70/ Director since from 1986 to 1989 and as
F.R.C.P. 2001/ Expires 2009 International Marketing Director
(Edinburgh) from 1990 to 1995. Under his
direction, Zeneca developed and
launched numerous drugs
including CasodexTM, the most
widely prescribed anti-androgen
for prostate cancer therapy in the
U.S., ZoladexTM, an LHRH
analogue for prostate cancer and
breast cancer; and ArimidexTM,
the first new generation
aromatase inhibitor for breast
cancer. Dr. Carter also contributed
to the post-marketing
development of tamoxifen, the first
selective estrogen receptor
modulator approved for the
Mr. Hale became Chairman of the
board of directors in May 2006.
From January 1998 to May 2000,
Mr. Hale served as President and
Chief Executive Officer of Women
First HealthCare, Inc., a publicly
traded specialty pharmaceuticals
company. Prior to joining Women
First HealthCare, Mr. Hale served
from May 1987 to November 1997
as Chairman, President and Chief
Executive Officer of Gensia, Inc.,
a publicly-held biopharmaceutical
company, which merged with
Sicor, Inc., to form GensiaSicor,
59/ Director since Inc., and which was acquired by
David F. Hale
2000/ Expires 2009 Teva Pharmaceutical Industries
Limited. He also served from
February 1987 to September 1995
as Chairman of Viagene, Inc., a
publicly held biotechnology
company that was acquired by
Chiron, Inc. Mr. Hale served from
April 1982 to May 1987 as
President, Chief Executive Officer
and Chief Operating Officer with
Hybritech, Inc., a publicly-traded
biotechnology company that was
acquired by Eli Lilly and Co. in
1986. Prior to joining Hybritech,
Mr. Hale served from January
1980 to April 1982 as Vice
President, Sales and Marketing
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.
60/ Director since
John E. Berriman Berriman served as a director of
2006/ Expires 2009
Abingworth Management, a
venture capital firm specializing in
life science biomedical
companies. Mr. Berriman was a
consultant to Abingworth
Management from March 1997 to
August 2001. From 1989 until
1996 Mr. Berriman was an
executive director of Celltech plc.
He has a degree in Chemical
Engineering from the University of
Cambridge and an MBA from the
London Business School.
Mr. Slattery was Chief Financial
Officer and Senior Vice President
of Digene Corporation, a publicly
held medical diagnostics company
that was acquired by Qiagen, N.V.
in July 2007, where he was
responsible for the financial,
accounting, project management,
information technology and legal
functions. Prior to his appointment
as Chief Financial Officer in 2006,
Mr. Slattery served as Digene‘s
Senior Vice President, Finance
and Information Systems
beginning in 2002, and previously
44/ Director since held the positions of Controller
Joseph P. Slattery
2007/ Expires 2011 and Vice President, Finance since
joining Digene in 1996 prior to the
company‘s initial public offering.
Mr. Slattery currently serves as a
director and Chairman of the Audit
Committee of TranS1, Inc., a
publicly traded medical device
company focused on designing,
developing and marketing
products that implement its
proprietary minimally invasive
surgical approach to treat
degenerative disc disease
affecting the lower lumbar region
of the spine. Mr. Slattery received
a B.S. degree in accountancy from
Bentley College and is a certified
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
50/ Director since global business teams and was
Peter Johann, Ph.D.
2006/ Expires 2008 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
Audit Committee: Mr. John E. Berriman, Mr. Barclay A. Phillips, Mr. Phillip M. Schneider (Chair), Mr. Joseph P. Slattery (Chair)
Compensation Committee: Mr. Jerry C. Benjamin (Chair), Mr. John E. Berriman, Dr. Michael G. Carter, Dr. Peter Johann, Dr. Otello Stampacchia
Nominating Committee: Mr. Jerry C. Benjamin, Dr. Michael G. Carter, Mr. Barclay A. Phillips (Chair)
McCormick & Co., Inc. 18
Loveton Circle Sparks,
MD 21152 410-771-
7301 www.mccormick.com
Number
Public or No. of of
Names of Directors Age/Term/Expiration Business Background Information Board Compensation Source
Private Directors Female
Directors
Managing Director, Mid-Atlantic
Ballantrae International, Ltd.
67/ Director since
Public 11 1 James T. Brady Ijamsville, Maryland Directors who are 2008 Proxy
1998/ Expires 2009
International management employees of McCormick
consultants. do not receive any
additional fees for their
President & Chief Executive 2007 service as a director. Fees
Officer (2008 to present); (1.8%) paid to each director who
President & Chief Operating Officer is not an employee of
(2007), President, North American McCormick consists of an
50/ Director since Consumer Foods & Supply Chain annual retainer of $45,000
Alan D. Wilson
2007/ Expires 2009 (2005 to 2006); President, U.S. in cash (paid in equal
Consumer Foods (2003 to 2005); quarterly installments), and
Vice President & General Manager, a meeting fee of $1,500 for
Sales & Marketing U.S. Consumer each Board meeting
Foods (2001 to 2003) attended. Directors who
serve on Board
President & Chief Operating Officer
Committees, but who are
Rohm & Haas Company Philadelphia,
61/ Director since not chairs of a Committee,
J. Michael Fitzpatrick Pennsylvania Paint & coatings,
2001/ Expires 2009 also receive $1,200 for
electronics, household products,
each Committee meeting
personal care products, grocery items.
they attend and an
Retired executive (January 2007); additional annual retainer
66/ Director since of $2,500 in cash (paid in
George A. Roche Chairman and President, T. Rowe
2007/ Expires 2009 equal quarterly
Price Group, Inc. (1997 to 2006)
installments). Directors
who serve as Committee
Chairs receive $1,500 for
each Committee meeting
attended and an additional
annual retainer of $10,000
in cash (paid in equal
quarterly installments).
each Committee meeting
they attend and an
additional annual retainer
of $2,500 in cash (paid in
equal quarterly
installments). Directors
President and Chief Executive 2007 who serve as Committee
Officer Unisys Corporation (2005 to Chairs receive $1,500 for
present); President and Chief each Committee meeting
Operating Officer (2004 to 2005); attended and an additional
55/ Director since Executive Vice President and annual retainer of $10,000
Joseph W. McGrath
2007/ Expires 2009 President of Unisys Enterprise in cash (paid in equal
Transformation Services (2002 to quarterly installments).
2004); Executive Vice President &
President of Unisys Global Industries
(2000 to 2002)
Senior Vice President, Chief Financial
51/ Director since
Michael D. Mangan Officer, The Black & Decker
2007/ Expires 2009
Corporation (2000 to present)
Freeman A. 57/ Director since President University of Maryland
Hrabowski, III 1997/ Expires 2009 Baltimore County Baltimore, Maryland.
61/ Director since Chairman of the Board, President and
Robert J. Lawless
1994/ Expires 2009 CEO McCormick & Company, Inc.
Executive Vice President Mercantile
Margaret M. V. 50/ Director since Private Wealth Management
Preston 2003/ Expires 2009 Mercantile Safe Deposit & Trust
Company Baltimore, Maryland.
65/ Director since Chairman, BBI Group St. Louis,
William E. Stevens
1998/ Expires 2009 Missouri Mergers & Acquisitions.
Senior Vice President of The Hershey
Company and President of Hershey
International (2003 to present);
Executive Vice President, Sales of
Mission Foods (2003); President and
51/ Director since Chief Executive Officer, Group
John P. Bilbrey
2005/ Expires 2009 Danone, Danone Waters of North
America (2001 to 2002); Executive
Vice President, Retail Sales — North
America, Group Danone, Danone
Waters of North America (2000 to
2001)
The Audit Committee consists of Mr. Brady (Chair), Ms. Preston and Dr. Fitzpatrick.
The Compensation Committee consists of Mr. Beracha, who served as Chairman, Mr. Stevens and Mr. Bilbrey.
The Nominating Committee consists of Dr. Hrabowski, who served as Chairman, and Dr. Fitzpatrick.
Nabi Biopharmaceuticals
12276 Wilkins Avenue
Rockville, MD 20852
www.nabi.com 301-
770-3099
Number
Public Number
of Names of Last
or of Age/Term/Expiration Business Background Information Board Compensation
Female Trustees Updated
Private Trustees
Trustees
He is the founder and general partner
of JALAA Equities, LP, a private
hedge fund formed in 1996 with a
39/ Director since Under the Company‘s
Public 10 1 Jason M. Aryeh focus on biotechnology and specialty 2008 Proxy
2006/ Expires 2009 compensation policy for non-
pharmaceutical companies. Mr.
employee directors, each non-
Aryeh also serves on the board of
employee director receives
directors of Ligand Pharmaceuticals.
an annual retainer of $20,000
plus a fee of $1,500 for each
Board and committee
meeting attended by the
director (whether the meeting
is in person or by conference
telephone). The nonexecutive
Chairman of the Board of
Directors receives an
additional annual retainer of
$40,000. Currently, each
member of a standing Board
committee receives an
annual retainer of $2,500,
and each chairman of a
standing Board committee
receives an annual retainer of
$7,500, except that the
chairman of the Audit
Committee receives an
annualretainer of $10,000.
During 2007, the Board
increased the annual retainer
of the chairman of the
Strategic Action Committee
to $70,500 for one year to
reflect the additional
Under the Company‘s
compensation policy for non-
employee directors, each non-
employee director receives
an annual retainer of $20,000
Since 1994, he has been an plus a fee of $1,500 for each
independent consultant to the life Board and committee
science industry. Mr. Castaldi meeting attended by the
founded Cadent Medical Corp., a director (whether the meeting
medical device company that was is in person or by conference
sold to Cardia Science, Inc. While at telephone). The nonexecutive
Cadent, Mr. Castaldi served as Chairman of the Board of
Chairman of the Board from 1996 to Directors receives an
2001 and as Chief Executive Officer additional annual retainer of
from 1998 to 1999. Previously, Mr. $40,000. Currently, each
68/ Director Since member of a standing Board
David L. Castaldi Castaldi was founder and Chief
1994/ Expires 2009 committee receives an
Executive Officer of BioSurface
Technology, Inc., a Nasdaq-listed annual retainer of $2,500,
biotechnology company sold to and each chairman of a
Genzyme Corporation, and President standing Board committee
of the worldwide protein-based receives an annual retainer of
pharmaceuticals division of Baxter $7,500, except that the
International. Mr. Castaldi serves on chairman of the Audit
the boards of directors of four Committee receives an
privately-held biopharmaceutical and annualretainer of $10,000.
medical device companies. During 2007, the Board
increased the annual retainer
of the chairman of the
Strategic Action Committee
to $70,500 for one year to
reflect the additional
responsibilities of the
chairman in connection with
the Company‘s strategic
alternatives process. Fees
are paid for attendance at
committee meetings even if
they are held on the same
day as Board meetings.
Directors are reimbursed for
out-of-pocket expenses
incurred in connection with
attendance at Board and
committee meetings.
receives an annual retainer of
$7,500, except that the
chairman of the Audit
Committee receives an
annualretainer of $10,000.
During 2007, the Board
increased the annual retainer
He has been Chairman, President of the chairman of the
and Chief Executive Officer of GTC Strategic Action Committee
Biotherapeutics, Inc., a to $70,500 for one year to
biopharmaceutical company, since reflect the additional
2001. From 1997 to 2001, he was responsibilities of the
Chairman of the Board and Chief chairman in connection with
Executive Officer of Aronex the Company‘s strategic
Pharmaceuticals, Inc., a alternatives process. Fees
biotechnology company. From 1984 are paid for attendance at
Geoffrey F. Cox, 64/ Director since to 1997, he was employed by committee meetings even if
Ph.D. 2000/ Expires 2009 Genzyme Corporation, a they are held on the same
biotechnology company, last serving day as Board meetings.
as its Executive Vice President, Directors are reimbursed for
Operations. Dr. Cox also serves on out-of-pocket expenses
the board of directors of GTC incurred in connection with
Biotherapeutics, Inc. and on the attendance at Board and
board of directors of the committee meetings.
Biotechnology Industry Organization
and the Massachusetts
Biotechnology Council.
He is currently an independent
consultant. He served as Vice
President Finance and Chief
Financial Officer of XOMA Ltd., a
biotechnology company, from 1994 to
his retirement in June 2005. From
1991 to 1994 he served as Vice
President Financial Operations for
the Ares Serono Group, a global
pharmaceutical company. From 1988
61/ Director since
Peter B. Davis to 1991, he was Vice President, Chief
2006/ Expires 2009
Financial Officer of Akzo America
Inc., a subsidiary of a diversified
Dutch chemical company. From 1985
to 1988, he was Controller-
International Division of Stauffer
Chemical Corporation, and from 1972
to 1985, he was employed by
PepsiCo Inc., last serving as Division
Finance Director of Pepsi-Cola
International.
From July 2007 to January 2008, Dr.
Fahim served as Senior Vice
President, Research, Technical and
Production Operations of the
Company and Chief Operating
Officer and General Manager of the
Biologics strategic business unit.
From March 2003 to July 2007, Dr.
Fahim served as Senior Vice
President, Research, Technical and
Production Operations of the
Company. From 2002 to 2003, Dr.
Fahim was an independent
consultant, working with Aventis
Pasteur and other companies
Raafat Fahim, 54/ Director since worldwide on projects that included
Ph.D. 2008/ Expires 2009 manufacturing, process
improvement, quality operations and
regulatory issues. From 2001 to
2002, he served as President and
Chief Operating Officer of Lorus
Therapeutics, Inc., a
biopharmaceutical company. From
1987 to 2001, Dr. Fahim was
employed by Aventis Pasteur, a
vaccine company. During his
employment with Aventis Pasteur, Dr.
Fahim held the positions of Vice
President, Industrial Operations, Vice
President, Development, Quality
Operations and Manufacturing,
Director of Product Development,
and head of bacterial vaccines
Richard A. Harvey, Jr. has been a
director of the Company since 1992.
Richard A. 58/ Director since
He has been President of
Harvey, Jr. 1992/ Expires 2009
Stonebridge Associates, LLC, an
investment banking firm, since 1996.
Dr. Hudson has been Chief Executive
Officer of Avi BioPharma, Inc., a
biopharmaceutical company, since
February 2008. Dr. Hudson served as
the interim President and Chief
Executive Officer of the Company
from February 2007 to January 2008.
Dr. Hudson served as Chief
Executive Officer and President of
DOV Pharmaceutical, Inc., a
biopharmaceutical company, from
June 2005 to July 2006 and served
as Vice Provost for Strategic
Initiatives at the University of
Pennsylvania from 2003 to June
Leslie Hudson, 61/ Director since 2005. From 1995 to 2003 he served
Ph.D. 2005/ Expires 2009 in several positions at Pharmacia
Corp., a pharmaceutical company,
including senior vice president of
research and exploratory
development, senior vice president of
emerging technology and commercial
development and general manager
and group vice president of
ophthalmology. From 1988 to 1994,
he worked at GlaxoWellcome (now
GlaxoSmithKline plc), a
pharmaceutical company, in several
senior research positions including
head of cancer, metabolic and
hyperproliferative disease and vice
president for discovery research, in
which he headed the company‘s
She has been President of Linda
Jenckes & Associates, a government
relations consulting firm that she
founded, since 1995. Ms. Jenckes
60/ Director since
Linda Jenckes also serves on the boards of directors
1997/ Expires 2009
of the National Multiple Sclerosis
Society and the National Polycystic
Kidney Disease Research
Foundation.
He currently serves as President and
Chief Executive Officer of SGS
Associates, a management
consulting firm. From 1999 to 2005,
Mr. Sudovar served as President and
Chief Executive Officer of EluSys
Therapeutics, Inc., a biotechnology
Stephen G. 61/ Director since
company. From 1988 to August
Sudovar 2002/ Expires 2009
1999, he was employed by Roche
Laboratories, a division of F.
Hoffmann-La Roche Ltd, a global
healthcare company, last serving as
its President. Mr. Sudovar also
serves on the board of directors of
Aastrom Biosciences, Inc.
He has been President and Chief
Executive Officer of NeuroStat
Pharmaceuticals, Inc., a start-up
specialty pharmaceuticals company,
since August 2006 when the
company was incorporated. From
October 2005 to July 2006, Mr. Lynch
was a self-employed consultant and
was focused on the formation of
NeuroStat. From June 2005 to
September 2005, Mr. Lynch
38/ Director since was President and Chief Executive
Timothy P. Lynch
2006/ Expires 2009 Officer of Vivo Therapeutics, Inc., a
venture-backed specialty
pharmaceuticals start-up. From
October 2002 to June 2005, Mr.
Lynch served as Chief Financial
Officer of Tercica, Inc., a
biopharmaceutical company focusing
on endocrine health. From 1999 to
June 2002, Mr. Lynch served as
Chief Financial Officer of InterMune,
Inc., a biopharmaceutical company
focused on therapies in hepatology
Audit Committee: David L. Castaldi (Chair), Peter B. Davis, Timothy P. Lynch
Compensation Committee: Richard A. Harvey, Jr. (Chair), Linda Jenckes, and Stephen G. Sudovar
The Nominating and Governance Committee currently consists of Messrs. Aryeh and Harvey, Ms. Jenckes and Mr. Sudovar (Chair)
The Strategic Action Committee currently consists of Messrs. Aryeh, Castaldi, Davis, Harvey and Lynch (Chair)
NOVAVAX, INC.
9920 Belward Campus Drive
Rockville, Maryland 20850
http://www.novavax.com/
(240) 268-2000
Number
Public or No. of of Names of Business Background
Age/Term/Expiration Board Compensation Source
Private Directors Female Directors Information
Directors
President, Chief Executive Officer Mr. Lambert receives an
and Director of Misonix, Inc., a annual retainer of $30,000 as
medical, scientific and industrial compensation for his services
provider of ultrasonic and air as a director and as
pollution systems, since 1998. Executive Chairman of the
President and Chief Executive Board and does not receive
Michael A. 65/ Director since 1998/ Officer of N.Y. Bancorp from additional compensation for
Public 7 0 attending board and 2008 Proxy
McManus, Jr. Expires 2010 1990 to 1998. Assistant to the
President of the United States committee meetings. Mr.
from 1982 to 1985. Currently a Lambert also receives
director of LQ Corporation, Inc., consulting fees from the
American Home Mortgage Company, which are
Holdings, Inc. and A. Schulman described in the section titled
Inc. ―Certain Relationships and
Related Transactions.‖ Each
independent director not
employed by Novavax and
not serving on a committee
receives an annual retainer of
$10,000; the chairs of the
Audit, Compensation,
Nominating & Corporate
Governance and Government
Relations Committees receive
annual retainers of $20,000,
$15,000, $15,000 and $5,000,
respectively; and non-
employee directors serving
on one or more committees
receive an annual retainer of
$12,000. Annual retainers are
paid quarterly. Each director,
other than Dr. Singhvi and Mr.
Lambert, also receives
committee meetings. Mr.
Lambert also receives
consulting fees from the
Company, which are
described in the section titled
―Certain Relationships and
Related Transactions.‖ Each
Partner, Kleiner Perkins Caufield independent director not
& Byers. Chief Scientific Officer employed by Novavax and
and Executive Director, Acambis not serving on a committee
Inc., 2003 to 2006. Vice receives an annual retainer of
President, Research & Medical $10,000; the chairs of the
Affairs, Acambis Inc. 1992 to Audit, Compensation,
2003. Director, Sanaria Inc. 2005 Nominating & Corporate
to 2006. Medical Advisory Board, Governance and Government
Symphogen A/S 2005 to 2006. Relations Committees receive
Thomas P. Monath, 67/ Director since 2006/
Scientific Advisory Board, annual retainers of $20,000,
M.D. Expires 2010
Transform Pharmaceuticals, $15,000, $15,000 and $5,000,
2005 to present, IAVI 2007 to respectively; and non-
present. Consultant to Acambis employee directors serving
Inc., specifically for smallpox on one or more committees
vaccine 2006 to 2007. Currently a receive an annual retainer of
director of two private life science $12,000. Annual retainers are
companies — Juvaris paid quarterly. Each director,
BioTherapeutics and Xcellerex, other than Dr. Singhvi and Mr.
Inc. Lambert, also receives
$1,500 for each meeting of
Chairman of the Board of the Board of Directors he
Directors of Novavax since March attends in person and $750
2007. Independent consultant for each meeting attended
with JG Solutions Limited since telephonically. In addition,
2005. President, Chiron each such director who is a
Vaccines, a biopharmaceutical committee member also
55/ Director since 2007/ company, from 2001 to 2005. receives $500 per committee
John Lambert
Expires 2011 Currently the Vice President of meeting attended in person
the Conseil d‘Administration of and $250 for each meeting
Farmaprojects S.A. (Spain), Non- attended telephonically,
Executive Chairman of except that the chair of each
Cambridge Biostability Ltd. (U.K.) committee receives $1,000
and a non-executive board per committee meeting
member of Acambis plc. attended in person and $500
for each meeting attended
President, Chief Executive Officer
and Director of Novavax since
August 2005. Senior Vice
President and Chief Operating
Officer of Novavax from April
2005 to August 2005 and Vice
President — Pharmaceutical
43/ Director since 2005/
Rahul Singhvi Development and Manufacturing
Expires 2011
Operations from April 2004 to
April 2005. For ten years prior to
joining the Company, served in
several positions with Merck &
Co., culminating as Director with
the Merck Manufacturing Division
from 1999 to 2004.
Currently Lead Independent
Director of Novavax, Inc. since
March 2007. Chairman of the
Board of Directors of Novavax,
Inc. from April 2005 to March
2007. Chief Executive Officer of
GreenHunter Energy, Inc. and
Orion Ethanol, Inc., two publicly
traded alternative energy
companies. Chairman of Global
Hunter Holdings, LP, since June
50/ Director aince 2998/
Gary C. Evans 2005. Chairman, President and
Expires 2009
Chief Executive Officer of
Magnum Hunter Resources, Inc.,
an oil and gas exploration and
production company, from 1995
to 2005. Chairman of the Board
of Directors and Chief Executive
Officer of its predecessor, Hunter
Resources, Inc., from 1985 to
1995. Currently a trustee of TEL
Offshore Trust, a publicly traded
oil and gas trust.
Co-Chair of Independent Review
Group for Walter Reed Hospital
and Bethesda Navy Medical
Center since 2007. Visiting
Professor, George Mason
University, since 2001. Visiting
Professor, Virginia Military
Institute, 1998. Interim Chief
Executive Officer of Novavax
from July 1996 to March 1997
and Chairman of the Board of
81/ Director since 1991/
John O. Marsh, Jr. Directors from July 1996 to
Expires 2009
February 1997. Secretary of the
Army from 1981 to 1989.
Counselor with Cabinet rank to
the President of the United States
from 1974 to 1977. Assistant for
National Security Affairs to Vice
President of the United States,
1974. Assistant Secretary of
Defense from 1973 to 1974. U.S.
Representative in Congress from
1963 to 1971.
Managing Director of Prospect
Venture Partners II and III, LLC, a
dedicated life science venture
fund group which he cofounded
in 2000. Chief Executive Officer
of Theravance, Inc., a
biopharmaceutical company,
from 1997 to 2000. Partner,
Sierra Ventures, a venture capital
James B. 45/ Director since 2006/ firm, from 1993 to 1997. Senior
Tananbaum, M.D. Expires 2009 Product Manager of Merck &
Company, Inc. from 1991 to
1993. Currently a director of Jazz
Pharmaceuticals, a private
biopharmaceutical company and
the following publicly traded
biopharmaceutical companies:
Critical Therapeutics, Inc., Vanda
Pharmaceuticals, Inc. and Infinity
Pharmaceuticals, Inc.
The Compensation Committee consists of directors Mr. Marsh (Chairman), Dr. Monath and Dr. Tananbaum.
The Audit Committee currently consists of Messrs. McManus (Chairman), Evans and Marsh.
The Nominating and Corporate Governance Committee consists of Messrs. Evans (Chairman), Marsh and McManus, and Drs. Monath and Tananbaum.
Corporate Office Properties Trust
8815 Centre Park Drive
Suite 400
Columbia, MD 21045
(410) 730-9092
http://www.copt.com/index.asp
Number
Public Number
of Names of Last
or of Age/Term/Expiration Business Background Information Board Compensation
Female Trustees Updated
Private Trustees
Trustees
He is the founder and Managing
Partner of The Shidler Group; he is a
nationally acknowledged expert in
Annual trustee fee is
real estate, investment and finance,
$25,000, the audit chairman
and has over 35 years of experience
receives $9,000, the
in real estate investment and has
compensation and
acquired and managed properties
investment chairman receive
involving several billion dollars in
$6,000, the nominating and
aggregate value; since 1970, he has
corporate governance
been directly involved in the
61/Trustee since chairman receives $4,000,
Public 9 0 Jay Shidler acquisition and management of over 2008 Proxy
1997/Expires in 2010 the investment committee
1,000 properties in 40 states and
chairman receives $7,500,
Canada; he is a founder and
and for every board/
Chairman of the Board of Directors of
committee meeting attended
First Industrial Realty Trust, Inc;
they receive $1,000. Annual
since March 2002, he has served as
grants of options to purchase
a Director of Primus Guaranty, Ltd., a
5,000 common shares also
Bermuda holding company of which
available.
he is a founder and whose subsidiary
is a AAA-rated financial products
company.
He was Corporate Office Properties
Trust CEO from October 1997 until
his retirement on April 1, 2005; in
addition, he was the President from
October 1997 until September 1998;
from May 1989 until joining us, he
was the Managing Partner of The
Shidler Group‘s Mid-Atlantic region,
where he supervised the acquisition,
Clay W. 63/Trustee since
management and leasing of over four
Hamlin, III 1997/Expires in 2010
million square feet of commercial
property; he has been active in the
real estate business for over 25
years; he is also a founding
shareholder of First Industrial Realty
Trust, Inc.; he serves as a
Director/Trustee of Tract Manager,
Inc. and the National Prostate Cancer
Coalition.
He is an Executive Vice President,
Corporate Strategy and Retail
Competitive Supply at Constellation
Energy Group (―CEG‖) with
responsibility for setting corporate
strategy, overseeing corporate
acquisitions and dispositions and
managing governmental affairs and
corporate branding; he assumed this
position in 1999; in addition, since
2002, he has served as Board
Chairman and managing executive
for a number of CEG affiliates,
including Constellation NewEnergy,
BGE Home Products & Services and
Thomas F. 58/Trustee since Constellation Energy Source, as well
Brady 2002/Expires in 2009 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 Commission.
He served as the CEO and/or
President of Constellation
Investments, Inc. from 1988 and the
CEO and President of Constellation
Real Estate, Inc. and Constellation
Health Services, Inc. from 1998 until
his retirement in 2003; all of these
entities were wholly-owned indirect
Steven D. 56/Trustee since
subsidiaries of CEG; in these roles,
Kesler 1998/Expires in 2009
he managed a corporate investment
entity, CEG‘s pension plan and
nuclear decommissioning trust, a
portfolio of real estate assets and a
portfolio of assisted living facilities; he
currently serves as a Director on the
board of Atapco, Inc., a private real
estate and investment company.
Mr. Firstenberg is a founding
principal of Stonebridge Associates,
Inc., a real estate development and
advisory firm created in 1993, where
he focuses on strategic planning and
development projects with a primary
role in major transaction negotiation.
He has over 25 years of real estate
Douglas M. 48/ Director since investment and development
Firstenberg 2007/ 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
Kenneth S. 76/Trustee since Insurance Company, serving as
Sweet, Jr. 1997/Expires in 2009 Executive Vice 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 and
Kenneth D. 67/ Director since
employee benefit services to school
Wethe 1990/ Expires 2009
districts and governmental agencies.
Mr. Wethe has over 27 years of
experience in the group insurance
and employee benefits area. Mr.
Wethe is a licensed CPA.
Mr. Griffin has been our President
and Chief Operating Officer since
September 1998, and on April 1,
2005, he became our President and
Chief Executive Officer. Mr. Griffin
previously served as President of
Constellation Real Estate Group, Inc.
and Constellation Real Estate, Inc.
from June 1993 until September
1998. From 1990 through March
1993, Mr. Griffin worked as Vice
President-Development for
EuroDisney Development in Paris,
France. From 1976 to 1990, Mr.
Griffin served for Linclay Corporation,
Randall M. 63/ Director since a St. Louis based real estate
Griffin 2005/ Expires 2011 development, management and
investment company, most recently
as Executive Vice President and
Chief Operating Officer. He serves on
the Executive Committee of the
Board of Governors of The National
Aquarium in Baltimore and the
National Aquarium Foundation Board,
the National Aquarium Society Board
in Washington, D.C. and the Center
for Aquatic Life and Conservation
Board. He also serves
on the Board of Trustees of the
Greater Washington Initiative and the
Board of Directors of the Maryland
Business Roundtable for Education.
Mr. Denton joined The Shidler Group
in 1994 and is currently a Managing
Partner and the resident principal in
Robert L. 75/ Director since its New York office. From 1991 to
Denton 1999/ Expires 2011 1994, Mr. Denton was a Managing
Director with Providence Capital, Inc.,
an investment-banking firm that he
co-founded.
Audit Committee: Kenneth D. Wethe (Chair), Robert L. Denton, and Steven D. Kesler.
Nominating/Corporate Governance Committee: Jay H. Shidler (Chair), Robert L. Denton, Kenneth S. Sweet, Jr.
Investment Committee: Jay H. Shidler (Chair), Clay W. Hamlin, III, Steven D. Kesler, Kenneth S. Sweet, Jr., Kenneth D. Wethe, Douglas M. Firstenberg.
Compensation Committee: Thomas F. Brady (Chair), Kenneth S. Sweet Jr., and Douglas M. Firstenberg.
OMEGA HEALTHCARE
INVESTORS, INC.
9690 Deereco Road, Suite 100
Timonium, Maryland 21093
www.omegahealthcare.com
(410) 427-1700
Number
Number Last
Public or of
of Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private Female
Directors Source
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 owner, developer
and manager of multifamily housing
in Grand Rapids, Michigan. He is
78/ Director since also a principal owner of Laurel
Public 6 0 Thomas F. Franke 2008 Proxy
1992/ Expires 2009 Healthcare (a private healthcare firm
operating in the United States) and is Our standard compensation
a principal owner of Abacus Hotels arrangement for our Board
LTD. (a private hotel firm in the of Directors provided that
United Kingdom). Mr. Franke was a each non-employee director
founder and previously a director of would receive a cash
Principal Healthcare Finance Limited payment equal to $20,000
and Omega Worldwide, Inc. per year, payable in
quarterly installments of
$5,000. Each non-employee
director also is entitled to
receive a quarterly grant of
shares of common stock
equal to the number of
shares determined by
dividing the sum of $5,000
by the fair market value of
the common stock on the
date of each quarterly grant,
currently set at February 15,
May 15, August 15, and
November 15. At the
director‘s option, the
quarterly cash payment of
of Directors provided that
each non-employee director
would receive a cash
payment equal to $20,000
per year, payable in
quarterly installments of
Mr. Korman is Chairman of the $5,000. Each non-employee
Board and has served in this director also is entitled to
capacity since March 8, 2004. He receive a quarterly grant of
has served as a director since shares of common stock
October 19, 1993. Mr. Korman has equal to the number of
been Chairman of the Board of shares determined by
Trustees of Philadelphia Health Care dividing the sum of $5,000
Trust, a private healthcare by the fair market value of
foundation, since December 1995. the common stock on the
He was formerly President, Chief date of each quarterly grant,
Executive Officer and Director of currently set at February 15,
MEDIQ Incorporated (OTC:MDDQP) May 15, August 15, and
(health care services) from 1977 to November 15. At the
1995. Mr. Korman is also a director director‘s option, the
of the following public companies: quarterly cash payment of
76/ Director since The New America High Income director‘s fees may be paid
Bernard J. Korman
1993/ Expires 2009 Fund, Inc. (NYSE:HYB) (financial in shares of common stock.
services), Medical Nutrition USA, In addition, each non-
Inc. (OTC: MDNU.OB), and employee director is entitled
NutraMax Products, Inc. to receive fees equal to
(OTC:NUTP) (consumer health care $1,500 per meeting for
products). Mr. Korman served as attendance at each
Trustee of Kramont Realty Trust regularly scheduled meeting
(NYSE:KRT) (real estate investment of the Board of Directors.
trust from June 2000 until its merger For each teleconference or
in April, 2005. Mr. Korman also called special meeting of
previously served as a director of the Board of Directors, each
The Pep Boys, Inc. (NYSE:PBY) and non-employee director
served as its Chairman of the Board received $1,500 for
from May 28, 2003 until his meeting. In 2006, the
retirement from such board in Chairman of the Board
September 2004. Mr. Korman was received an annual
previously a director of Omega 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
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
Mr. Kloosterman is a Director and
being Chairman and each
has served in this capacity since
Committee Chair received
September 1, 1992. Mr. Kloosterman
an annual payment of
has served as President since 1985
$5,000. In addition, we
of Cambridge Partners, Inc., a
reimbursed the directors
company he formed in 1985. He has
for travel expenses incurred
been involved in the development
in connection with their
and management of commercial,
duties as directors.
apartment and condominium
Employee directors
projects in Grand Rapids and Ann
Harold J. 66/ Director since received no compensation
Arbor, Michigan and in the Chicago
Kloosterman 1992/ Expires 2011 for service as directors.
area. Mr. Kloosterman was formerly
a Managing Director of Omega
Capital from 1986 to 1992. Mr.
Kloosterman has been involved in
the acquisition, development and
management of commercial and
multifamily properties since 1978. He
has also been a senior officer of
LaSalle Partners, Inc. (now Jones
Lang LaSalle).
Mr. Pickett is the Chief Executive
Officer of our company and has
served in this capacity since June,
2001. Mr. Pickett is also a Director
and has served in this capacity since
May 30, 2002. Prior to joining our
company, Mr. Pickett served as the
Executive Vice President and Chief
Financial Officer from January 1998
to June 2001 of Integrated Health
Services, Inc., a public company
46/ Director since
C. Taylor Pickett specializing in post-acute healthcare
2002/ Expires 2011
services. He also served as
Executive Vice President of Mergers
and Acquisitions from May 1997 to
December 1997 of Integrated Health
Services. Prior to his roles as Chief
Financial Officer and Executive Vice
President of Mergers and
Acquisitions, Mr. Pickett served as
the President of Symphony Health
Services, Inc. from January 1996 to
May 1997.
Mr. Lowenthal is a Director and has
served in this capacity since October
17, 1995. From January 1997 to
March 2002, Mr. Lowenthal served
as President and Chief Executive
Officer of Wellsford Real Properties,
Inc. (AMEX:WRP) (a real estate
merchant bank), and was President
of the predecessor of Wellsford Real
Properties, Inc. since 1986. Mr.
Lowenthal also serves as a director
of WRP, REIS, Inc. (a private
63/ Director since provider of real estate market
Edward Lowenthal
1995/ Expires 2010 information and valuation
technology), Ark Restaurants
(Nasdaq:ARKR) (a publicly traded
owner and operator of restaurants),
American Campus Communities
(NYSE:ACC) (a public developer,
owner and operator of
student housing at the university
level), Desarrolladora Homex
(NYSE: HXM) (a Mexican
homebuilder) and serves as a
trustee of the Manhattan School of
Music.
Mr. Plavin is a Director and has
served in this capacity since July 17,
2000. Mr. Plavin has been Chief
Operating Officer of Capital Trust,
Inc., (NYSE:CT) a New York City-
based mortgage real estate
48/ Director since
Stephen D. Plavin investment trust (―REIT‖) and
2000/ Expires 2010
investment management company
and has served in this capacity since
1998. In this role, Mr. Plavin is
responsible for all of the lending,
investing and portfolio management
activities of Capital Trust, Inc.
Audit Committee: Harold J. Kloosterman, Edward Lowenthal, Stephen D. Plavin (Chair)
Compensation Committee: Thomas F. Franke (Chair) , Harold J. Kloosterman, Bernard J. Korman, Edward Lowenthal, Stephen D. Plavin
Investment Committee: Harold J. Kloosterman (Chair), Bernard J. Korman, C. Taylor Pickett
Nominating and Governance Committee: Thomas F. Franke, Harold J. Kloosterman (Chair), Bernard J. Korman, Edward Lowenthal, Stephen D. Plavin
OLD LINE BANCSHARES, INC.
2995 Crain Highway
Waldorf, Maryland 20601
www.onlinebank.com (301) 430-
2500
Number
Number Last
Public or of
of Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private Female
Directors Source
Directors
Charles A. Bongar, Jr. is a lawyer
with the firm of Andrews, Bongar,
Starkey & Claggett, P.A. The firm
has an office in Waldorf, Maryland.
Charles A. Bongar, 62/ Director since 1993/
Public 13 2 He has practiced law since 1972 and 2008 Proxy
Jr. Expires 2009
specializes in real estate
transactions, estate probate, and
personal injury cases. Mr. Bongar For 2007, each non-
resides in LaPlata, Maryland. employee Director of Old
Line Bank, other than the
Nancy L. Gasparovic is owner and
Chairman of the Board and
operator of Title Professionals, Ltd.,
Nancy L. 59/ Director since 1993/ the Vice Chairman of the
a real estate settlement company in
Gasparovic Expires 2009 Board, received $400 for
LaPlata, Maryland. Ms. Gasparovic
each attended meeting of
resides in Issue, Maryland.
the Board of Directors, and
$200 for each attended
meeting of the asset &
liability committee, the
loan/loan review committee,
the real estate committee
and the nominating
committee. Each non-
employee Director of Old
Line Bank, other than the
Chairman of the Board and
the Vice Chairman of the
Board, also received $300
for each attended meeting
of the Compensation
Committee and the Audit
Committee. Each
nonemployee Director of
Line Bank, other than the
Chairman of the Board and
the Vice Chairman of the
Board, received $400 for
each attended meeting of
the Board of Directors, and
Frank Lucente, Jr. is Chairman of $200 for each attended
Chesapeake Custom Homes, a meeting of the asset &
Suburban Maryland residential home liability committee, the
builder and developer, and President loan/loan review committee,
of Lucente Enterprises, a land the real estate committee
development holding company. Mr. and the nominating
Lucente resides in Tequesta, Florida. committee. Each non-
He has been a member of the Board employee Director of Old
65/ Director since 2002/
Frank Lucente, Jr. of Directors of Old Line Bank since Line Bank, other than the
Expires 2009
2002. In December 2003, the Board Chairman of the Board and
of Directors voted unanimously to the Vice Chairman of the
appoint Mr. Lucente to the newly Board, also received $300
established position of Vice for each attended meeting
Chairman of the Board of Directors of the Compensation
of Old Line Bank. Mr. Lucente also Committee and the Audit
serves in that position for Old Line Committee. Each
Shah, CPA, Inc.
Suhas R.Bancshares, is a principal nonemployee Director of
and member of Source One Old Line Bank, other than
Business Services, LLC, and has the Chairman of the Board
served in that capacity since 1986 and the Vice Chairman of
and is a principal and shareholder of the Board, also received a
Regan, Russell, Schickner & Shah, $250 quarterly retainer.
P.A. and has served in that capacity During 2007, the Chairman
since 1986. Source One Business of the Board received an
Services, LLC is located in Ellicott annual compensation of
City, Maryland. The company $30,000 and the Vice
52/ Director since
Suhas R. Shah, provides cash flow and budgeting Chairman received an
January 2006/ Expires
CPA analysis; computer consulting; tax annual compensation of
2011
planning and preparation for $15,000.
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
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
James W. 52/ Director since 1994/ has 30 years of commercial banking
Cornelsen Expires 2009 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
58/ Director since 1992/ Company, in West Virginia and is a
Daniel W. Deming
Expires 2009 Director of Livingston, Ltd. All three
of these companies are engaged in
various aspects of real estate. Mr.
Deming resides in Accokeek,
Maryland.
James F. Dent is owner and operator
of a State Farm Insurance Agency
that he established in 1961. He
70/ Director since 1988/ resides in LaPlata, Maryland. Mr.
James F. Dent
Expires 2009 Dent is a founder of Old Line Bank
and has served as a member of the
Board of Directors of Old Line Bank
since 1988.
John D. Mitchell, Jr. is President of
JCV, Inc. a petroleum equipment
company located in Hughesville,
58/ Director since 1992/
John D. Mitchell, Jr. Maryland. Mr. Mitchell resides in
Expires 2009
LaPlata, Maryland. He has been a
member of the Board of Directors of
Old Line Bank since 1992.
John M. Suit, II served as Senior
Vice President for Branch Banking
and Trust from 2003 through his
retirement in 2006. From 1996 until
2003, Mr. Suit served as Chairman
63/ Director since 2007/ of the Board of Farmers Bank of
John M. Suit, II
Expires 2009 Maryland. Mr. Suit also served as
President, CEO and Director of
Farmers National Bancorp and
Farmers National Bank of Maryland
from 1989 to 1996. Mr. Suit lives in
Annapolis, Maryland.
John P. Davey is the Managing
Director for the Law Firm O‘Malley,
Miles, Nylen & Gilmore, P.A. The
Firm has offices in Calverton, La
Plata, and Annapolis, Maryland and
the areas of concentration are
administrative law and government
regulatory matters; commercial and
real estate transactions; and
56/ Director since 2001/ litigation of general liability,
John P. Davey
Expires 2010 employment practices and contract
dispute cases. Mr. Davey has been
with the firm since 1991 and became
the Managing Director in 2001. He
also sits on the Board of Directors of
the Greater Washington Board of
Trade and also serves on the
Federal City Council Executive
Committee. Mr. Davey resides in
University Park, Maryland.
Craig E. Clark is President of
Waldorf Carpets, Inc., a wholesale
and retail flooring company, which he
established in 1969. Mr. Clark is a
founder of Old Line Bank. He has
served as Chairman of the Board of
65/ Director since 1988/
Craig E. Clark Directors of Old Line Bank since
Expires 2011
1994 and of Old Line Bancshares,
Inc. since its incorporation in April
2003 and served as a member of the
Board of Directors of Old Line Bank
since 1988. Mr. Clark resides in
Lusby, Maryland.
Gail D. Manuel is owner and Director
of Trinity Memorial Gardens and
Mausoleum in Waldorf, Maryland.
She is a past Board of Director of the
Charles County Chamber of
51/ Director since 1994/
Gail D. Manuel Commerce and past President of
Expires 2011
Charles County Zonta Club. She
resides in Welcome, Maryland. She
has been a member of the Board of
Directors of Old Line Bank since
1994.
Gregory S. Proctor Jr. is President
and Chief Executive Officer of G.S.
Proctor & Associates, Inc., a
Maryland registered lobbying and
Gregory S. Proctor 43/ Director since 2004/ consulting firm, which he established
Jr. Expires 2011 in 1995. He resides in Upper
Marlboro, Maryland. He has been a
member of the Board of Directors of
Old Line Bancshares, Inc. and Old
Line Bank since 2004.
Audit Committee members are Craig E. Clark, Daniel W. Deming, John M. Suit, II, John D. Mitchell, Jr. and Suhas R. Shah.
Nominating Committee members are Nancy L. Gasparovic, Craig E. Clark and Gregory S. Proctor, Jr.
Compensation Committee members are Charles A. Bongar, Craig E. Clark, James F. Dent and Gail D. Manuel.
OPNET Technologies
7255 Woodmont Avenue,
Bethesda, MD 20814
www.opnet.com
(240)497-3000
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
Marc A. Cohen, one of the Company‘s Directors are reimbursed for
founders, is 43 years old and has served as reasonable out-of-pocket
the Chairman of the Board since the expenses incurred in attending
Company‘s inception in 1986 and as the Board and committee
Company‘s Chief Executive Officer since meetings. Prior to July 2004
1994. From 1986 to 1992, Mr. Cohen was nonemployee directors did not
also a consultant with Booz Allen Hamilton receive cash compensation for
44/Director since Inc. (―Booz Allen‖), an international serving as directors. Effective
Public 5 0 Marc A. Cohen management and consulting company. Mr. July 2004, we began paying 2008 Proxy
1986/Expires in 2009
Cohen received a bachelor‘s degree in non-employee directors an
engineering science from Harvard annual retainer of $15,000 and
University and a master‘s degree in a fee of $1,000 per day for
electrical engineering from Stanford attending Board or Board
University. Mr. Cohen also serves as a Committee meetings in person
Trustee and as a member of the Board of or by telephone. On April 27,
Directors of the Dana-Farber Cancer 2006, we increased the annual
Institute in Boston, Massachusetts. retainer for independent
directors who are serving on
the board to $20,000. This
change was effective with the
retainer payment that was
made after the 2006 annual
stockholders meeting. No
director who is also an
employee receives separate
compensation for services
rendered as a director.
annual retainer of $15,000 and
a fee of $1,000 per day for
attending Board or Board
Committee meetings in person
or by telephone. On April 27,
2006, we increased the annual
retainer for independent
William F. Stasior is 65 years old and has
directors who are serving on
served as a member of the Board of
the board to $20,000. This
Directors since March 1998. Since October
change was effective with the
1999, he has served as senior chairman of
retainer payment that was
Booz Allen. From 1991 to 1999, he served
William F. 66/Director since made after the 2006 annual
as Chairman and Chief Executive Officer of
Stasior 1998/Expires in 2009 stockholders meeting. No
Booz Allen. Mr. Stasior currently serves on
director who is also an
the Board of Directors of SkyTerra
employee receives separate
Communications, Inc., a
compensation for services
telecommunications service provider.
rendered as a director.
stockholders meeting. No
director who is also an
employee receives separate
compensation for services
rendered as a director.
Ronald W. Kaiser is 52years old and has
served as a member of the Board of
Directors since October 2003. Since March
2005, Mr. Kaiser has served as Vice
President and Chief Financial Officer of
PharmAthene, Inc, a privately held bio-
defense company. Mr. Kaiser served as
Chief Financial Officer, Treasurer and
Secretary of Air Cargo, Inc., a privately held
provider of United States and European
cargo transportation logistics from February
2003 through March 2005. Air Cargo filed
for Chapter 11 bankruptcy on December 7,
2004. Mr. Kaiser served as Chief Financial
Officer and Treasurer of OTG Software,
Ronald W. 53/Director since Inc. (―OTG‖) from June 1998 until the sale
Kaiser 2003/Expires in 2010 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
40/Director since Board of Directors since the Company‘s
Alain J. Cohen inception in 1986. Mr. Cohen received a
1986/Expires in 2011
bachelor‘s degree in electrical engineering
from the Massachusetts Institute of
Technology (―M.I.T.‖).
Dr. Steven G. Finn is 60 years old and has
served as a member of the Board of
Directors since March 1998. Dr. Finn has
Dr. Steven G. 61/Director since been a principal research scientist and
Finn 1998/Expires in 2011 lecturer at M.I.T. since 1991. Dr. Finn has
also served as a consultant with Matrix
Partners, a venture capital firm, since 1991.
Audit Committee: Dr. Finn and Messrs. Kaiser and Stasior
Compensation Committee: Dr. Finn (Chair), Ronald W. Kaiser, and Mr. Stasior
Governance and Nominations Committee: Dr. Finn and Messrs. Kaiser and Stasior
OPTELECOM, INC. 12920
Cloverleaf Center Drive
Germantown, Maryland, 20874
www.optelecom.com
(301) 444-2200
Number
Number Last
Public or of Names of
of Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Female Directors
Directors Source
Directors
Chief Financial Officer of the
Company from September 25, 2002
The Directors
to present; Controller of the
Compensation Plan
Company from June 2001 to
became effective July 1,
James 51/ Director since September 25, 2002; Director of
Public 7 0 2006. Following is a 2008 Proxy
Armstrong 2001/ Expires 2009 Financial Planning and Analysis of
summary of the material
Kinkos.com from August 1999
terms of the Plan: Non-
through January 2001; Chief
employee directors receive
Financial Officer of PC Data, Inc.
a quarterly retainer of
from April 1998 through August 1999.
$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, provided that
there is no such payment if
the Committee meeting is
held in conjunction with a
Board meeting. • The
Chairmen of the
Compensation and Audit
Committees receive a
$2,500 quarterly retainer. •
Non-employee directors are
granted 625 shares of
restricted stock (non-
transferable for a period of
two years after grant) on
2006. Following is a
summary of the material
terms of the Plan: Non-
employee directors receive
a quarterly retainer of
$3,000 and a cash payment
of $1,000 for each Board or
Assistant Vice President, Business Committee meeting
Banking, Fifth Third Bank from attended either in person or
September 2004 to present; by telephone. • Members of
Management Consultant in the Compensation and
corporate finance and strategic Audit Committees receive a
business development from June cash payment of $750 for
2004 to September 2004; Vice each Committee meeting
President of Spire Corporation from attended in person or by
August 2003 to May 2004; telephone, provided that
David R. 56/ Director since
Management Consultant in there is no such payment if
Lipinski 2000/ Expires 2010
corporate finance and strategic the Committee meeting is
business development from October held in conjunction with a
2002 to August 2003; Vice President Board meeting. • The
for Corporate Development of Chairmen of the
Stratos Lightwave from June 2000 to Compensation and Audit
October 2002; Executive Director for Committees receive a
Corporate Development of Methode $2,500 quarterly retainer. •
Electronics, Inc. from April 1996 to Non-employee directors are
June 2000. granted 625 shares of
President and CEO of the Company restricted stock (non-
since December 14, 2001; Executive transferable for a period of
Vice President of Operations of the two years after grant) on
Company from October 2000 to the first day of each
Edmund D. 67/ Director since December 14, 2001; Chief Executive calendar quarter and also
Ludwig 1980/ Expires 2010 Officer of the Company from May receive cash payments
2000 to October 2000; President and equal to the tax amounts
Chief Executive Officer of the due on these grants.
Company from January 1991 to May
2000.
Managing Member, BTO Towers
Series 25, LLC from January 2001 to
present; Vice President and CFO of
Capital Programs Management, Inc.
from August 1999 to January 2002;
Carl Rubbo, 48/ Director since Vice President of Branch Banking
Jr. 1999/ Expires 2011 &Trust Company and Senior Vice
President of Franklin National Bank
from May 1996 to August 1999;
Senior Vice President of Chevy
Chase Federal Savings Bank from
1994 to May 1996.
President and CEO of KEI Pearson,
Inc. from December 2003 to present;
President and COO of L-3 EER
Systems, Inc. from October 2001 to
December 2003; Vice President and
52/ Director since General Manager of DynCorp
Robert Urso
2004/ Expires 2009 Technical Services, LLC from
February 2000 to October 2001;
Senior Vice President and General
Manager with Analysis &
Technology, Inc. (Anteon) from
September 1995 to January 2000.
Vice Chairman and Director of ASB
Capital Management, Inc. from 2002
to present; prior to December 31,
2002, served as President and CEO
of ASB Capital Management, Inc.;
Executive Vice President of Chevy
Walter R. 66/ Director since
Chase Bank, F.S.B. from 1999 to
Fatzinger, Jr. 2004/ Expires 2011
2002; President of First National
Bank of Maryland's Greater
Washington Region and Executive
Vice President of First National Bank
of Maryland's Institutional Bank from
1994 to 1999.
Executive Vice President of the
Company and Chief
Operating Officer of the Company‘s
European Operations from
November 28, 2005 to
Thomas W.M. 45/ Director since
present. Managing Director of
Overwijn 2005/ Expires 2009
Optelecom-NKF B.V. from March 8,
2005 to present.
General Manager of NKF Electronics
from January 1, 1998 to March 8,
2005
The Compensation Committee consists of Robert F. Urso, Carl J. Rubbo, Jr., Walter Fatzinger, Jr., and David R. Lipinski (Chair).
Audit Committee: Carl J. Rubbo, Jr. (Chair), Walter R. Fatzinger, Jr., David R. Lipinski, Robert F. Urso.
The Board does not have a standing Nominating Committee.
Ore Pharmaceuticals, Inc.
610 Professional Drive, Suite 101
Gaithersburg, MD 20879
http://www.genelogic.com/
301-987-1700
Number Number Last
Public or Names of
of of Female Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Directors
Directors Directors Source
From June 2000 until March 2007, Mr.
Gessler served as Chief Executive
Officer of the Company, and from
January 1999 until March 2007, as
46/ Director since 2000/ President of the Company. From April 2008
Public 7 0 Mark D. Gessler
Expires 2011 2001 to November 2004, Mr. Gessler Proxy
served as the Company‘s Chairman of
the Board of Directors. Mr. Gessler
holds an MBA from the University of
Tennessee.
Each non-employee director
other than the Chairman of
the Board receives an annual
retainer of $25,000 and the
non-executive Chairman
receives an annual retainer of
$50,000. Each non-employee
director (including the
Chairman of the Board) also
receives a fee of $1,500 per
Board meeting attended,
whether in person or by
telephone, and (except for the
Chairman unless otherwise
determined) $1,000 per
committee meeting not held in
conjunction with a full Board
meeting, whether in person or
by telephone. The chairman
of each of the Audit and
J. Stark Thompson, Ph.D. has been non-
executive Chairman of the Board of the
Company since November 2004 and Each non-employee director
has served as a director since February other than the Chairman of
2002. From 1988 until his retirement in the Board receives an annual
November 2000, Dr. Thompson served retainer of $25,000 and the
as the President, Chief Executive Officer non-executive Chairman
J. Stark 66/ Director since 2002/ and as a director of Life Technologies, receives an annual retainer of
Thompson, Ph.D Expires 2011 Inc., a developer, manufacturer and $50,000. Each non-employee
supplier of products and services for life director (including the
science research. Dr. Thompson is a Chairman of the Board) also
Director of Luminex Corporation, where receives a fee of $1,500 per
he serves on the Auditing and Board meeting attended,
Nominating Committees. Dr. Thompson whether in person or by
has a Ph.D. in Physiological Chemistry telephone, and (except for the
from Ohio State University. Chairman unless otherwise
determined) $1,000 per
committee meeting not held in
conjunction with a full Board
meeting, whether in person or
by telephone. The chairman
of each of the Audit and
Compensation Committees
receives an additional
$10,000 per year for serving
as a chairman of these
committees and the chairman
of the Corporate Governance
and Nominating Committee
receives an additional $5,000
per year. The members of the
Board of Directors are also
eligible for reimbursement for
their expenses incurred in
connection with Board
meeting attendance.
receives a fee of $1,500 per
Board meeting attended,
whether in person or by
telephone, and (except for the
Chairman unless otherwise
determined) $1,000 per
Charles L. Dimmler, III has served as committee meeting not held in
Chief Executive Officer and President conjunction with a full Board
since March 2007 and as a director meeting, whether in person or
since May 1996. From March 2004 until by telephone. The chairman
November 2006, Mr. Dimmler served as of each of the Audit and
Executive Chairman and from August Compensation Committees
2005 to November 2006, as Chief receives an additional
Executive Officer, of NOBEX $10,000 per year for serving
Corporation, a privately held as a chairman of these
biopharmaceutical company. Mr. committees and the chairman
Dimmler had been brought in to help of the Corporate Governance
identify and implement a new strategic and Nominating Committee
direction for Nobex, which ultimately receives an additional $5,000
filed for reorganization under Chapter 11 per year. The members of the
of the U.S. Bankruptcy Code in Board of Directors are also
Charles L. 66/ Director since 1996/ December 2005 and was subsequently eligible for reimbursement for
Dimmler, III Expires 2009 liquidated in March 2006. Since their expenses incurred in
December 2003, Mr. Dimmler has connection with Board
served as Managing Principal of meeting attendance.
Newcastle Harbor, LLC, a privately held
family asset management firm
specializing in investments in healthcare
and life sciences enterprises. From
February 2001 through December 2003,
Mr. Dimmler served as Chief Investment
Officer of H. Lundbeck A/S, a
pharmaceutical company listed on the
Copenhagen stock exchange and Chief
Executive Officer and Chairman of the
Board of Directors of Lundbeck, Inc., a
wholly-owned subsidiary of H. Lundbeck
A/S. Mr. Dimmler holds a B.A. from the
University of California at Davis.
G. Anthony Gorry, Ph.D. has served as
a director since January 1997. Since
prior to March 2001, Dr. Gorry has been
the Friedkin Professor of Management
and Professor of Computer Science at
Rice University, where he also serves as
the Director of the Center for
Technology in Teaching and Learning.
G. Anthony 67/ Director since 1997/ Dr. Gorry directs a training grant on
Gorry, Ph.D Expires 2009 computational biology funded by the
National Library of Medicine. He is also
Adjunct Professor of Neuroscience at
Baylor College of Medicine. Dr. Gorry
holds a B.Eng. from Yale University, an
M.S. in chemical engineering from the
University of California, Berkeley and a
Ph.D. in computer science from the
Massachusetts Institute of Technology.
Mr. Gabrielson is founder and Managing
General Partner of p-Value Capital LLC,
an investment management firm
focused on special situations in the
pharmaceutical industry. Mr. Gabrielson
also is a co-founder and Director of
Pulmatrix Inc., a privately held company
that is developing inhalant technologies
to help control respiratory infectious
disease. From March 2003 until January
2008, Mr. Gabrielson served as the
52/ Director since 2007/ Chief Executive Officer of Pulmatrix Inc.
Mark Gabrielson
Expires 2010 From 1999 until December 2003, Mr.
Gabrielson was a founder and Managing
Member of Fordyce & Gabrielson LLC, a
venture capital firm where he led a
series of investments in early stage
technology-intensive companies,
including Pulmatrix. From 1990 to1999,
Mr. Gabrielson was a General Partner of
Prince Ventures LP, a private venture
capital firm specializing in healthcare
investing. Mr. Gabrielson holds an A.B.
Degree from Princeton University.
Dr. Urdal is a Senior Vice President of
Dendreon Corporation and has been the
Chief Scientific Officer and a Director
since July 1995. Dendreon Corporation
is a biotechnology company developing
targeted therapies for cancer.
Previously, he served as Dendreon‘s
President from January 2001 to
December 2003 and as its Executive
Vice President from January 1999
David L. Urdal, 58/ Director since 2007/
through December 2000. From 1982
Ph.D Expires 2010
until July 1995, Dr. Urdal held various
positions with Immunex Corporation,
including President of Immunex
Manufacturing Corporation, Vice
President and Director of Development,
and Head of the departments of
biochemistry and membrane
biochemistry. Dr. Urdal received a Ph.D.
in Biochemical Oncology from the
University of Washington.
Since his retirement as the Company‘s
Chief Executive Officer in 2000 and the
Chairman of the Board in 2001, Dr.
Brennan has been employed by the
Company as Director of Strategic
Initiatives. Since January 2006, Dr.
Brennan has been Managing Director of
Pearl Street Venture Funds, a venture
capital firm. From December 2003 until
December 2005, Dr. Brennan was a
Michael J.
50/ Director since 1995/ Managing Director of Coastview Capital,
Brennan, M.D.,
Expires 2010 a venture capital firm focused
Ph.D
exclusively on life science investments.
From September 2000 until April 2003,
Dr. Brennan was a General Partner of
Oxford Biosciences Partners, a venture
capital firm specializing in the financing
of early stage healthcare companies. Dr.
Brennan received a Ph.D. in
neurobiology and an M.D. from the
University of Witwatersrand,
Johannesburg, South Africa.
The Audit Committee consists of Mark Gabrielson (Chair), G. Anthony Gorry, Ph.D., and J. Stark Thompson, Ph.D.
The Compensation Committee consists of G. Anthony Gorry, Ph.D. and David L. Urdal, Ph.D. (Chair)
The Nominating Committee consists of G. Anthony Gorry, Ph.D. and David L. Urdal, Ph.D.
OPTELECOM, INC. 12920
Cloverleaf Center Drive
Germantown, Maryland,
20874 www.optelecom.com
(301) 444-2200
Number Number Last
Public or Names of Business Background
of of Female Age/Term/Expiration Board Compensation Updated/
Private Directors Information
Directors Directors Source
Mr. Friedli has been a director
of Osiris since January 1996,
except for the period between
February and June 2004. He
has since 1996 been a
principal of the investment-
banking firm Friedli Corporate
Finance, Inc., a leading Swiss
venture capital firm which has
made significant investments in
the biotechnology industry and
All directors are reimbursed
has been the primary source of
for their out-of pocket
financing for Osiris. Mr. Friedli
expenses incurred in
is also President of New
attending meetings. Each
Venturetec Ltd., a Swiss
director who is not an
53/ Director since 1996/ publicly traded investment
Public 5 0 Peter Friedli employee is eligible to receive 2008 Proxy
Expires 2009 company. Mr. Friedli has
compensation from us for his
extensive experience as an
or her services as a member
independent investment
of our Board or any of its
manager in venture capital and
standing committees. In
has specialized in investments
determining compensation for
domiciled in the United States
directors, the decision is
in the areas of biotechnology
generally guided by three
and technology. Prior thereto,
goals: compensation should
he worked in the field of
fairly pay the directors for
international management
work required of directors of a
consulting for service and
company of our size and
industrial companies in Europe
scope; compensation should
and the United States. Mr.
align directors' interests with
Friedli is a director of E-
the long-term interests of
centives, Inc., a publicly traded
stockholders; and the
provider of interactive database
structure of the compensation
marketing technologies and
should be simple, transparent
and easy for stockholders to
understand. Consistent with
these goals, in 2007, our non-
employee directors received a
retainer in the form of an
award of 2,500 shares of our
common stock plus an
additional common stock
award for up to 2,500 shares
based on Board participation
work required of directors of a
company of our size and
scope; compensation should
align directors' interests with
the long-term interests of
stockholders; and the
structure of the compensation
should be simple, transparent
Dr. Mills has also been a and easy for stockholders to
member of our Board since understand. Consistent with
July 2004. Prior to joining these goals, in 2007, our non-
Osiris, Dr. Mills was an employee directors received a
executive officer of retainer in the form of an
Regeneration Technologies, award of 2,500 shares of our
Inc. (―RTI‖) (NASDAQ—RTIX). common stock plus an
Dr. Mills served in several additional common stock
leadership positions at RTI award for up to 2,500 shares
from its formation in 1998 until based on Board participation
2004, including Vice President and performance. Directors
36/ Director since 2004/ of Business Development and were provided the option to
C. Randal Mills
Expires 2009 Vice President of Operations receive all or a portion of their
and R&D. Prior to RTI, Dr. Mills award in cash or shares.
was a member of the founding
management team of the
University of Florida Tissue
Bank, Inc., the predecessor
company to RTI. Dr. Mills
received a bachelor‘s degree in
microbiology and cell science
and a Ph.D. in drug
development, both from the
University of Florida.
Felix Gutzwiller, M.D., Dr.P.H.
is Professor and Chairman of
the Department of Public
Health of the University of
Zurich Medical School. Dr.
Gutzwiller is also an elected
member of the Swiss
Parliament. Dr. Gutzwiller
received a medical degree
from the University of Basel in
Felix Gutzwiller, 59/ Director since 2003/
1974 and did his post-graduate
M.D., Dr.P.H. Expires 2009
training at both Harvard
University and Johns Hopkins
University. He received his
Dr.P.H. from the Johns
Hopkins University School of
Hygiene and Public Health in
1980. Dr. Gutzwiller has
received many honors and
awards over the years in the
health profession.
Mr. Moyes has served as the
Chief Financial Officer of
Myriad Genetics, Inc. since
June 1996, and served as
Myriad‘s Vice President of
Finance from July 1993 until
July 2005. From 1991 to 1993,
Mr. Moyes served as Vice
President of Finance and Chief
Financial Officer of Genmark,
Inc. Mr. Moyes held various
positions with the accounting
54/ Director since 2006/
Jay M. Moyes firm of KPMG LLP from 1979
Expires 2009
through 1991, most recently as
a Senior Manager. He holds an
M.B.A. degree from the
University of Utah, a B.A.
degree in economics from
Weber State University, and is
a Certified Public Accountant.
Mr. Moyes has also served as
a member of the Board of
Trustees of the Utah Life
Science Association from 1999
through 2006.
Mr. Barnhill has served as a
Partner and Member of the
board of directors of Brown
Advisory Securities, LLC since
2003. Mr. Barnhill is also a
member of numerous
philanthropic and corporate
boards. From 1975 to 2003,
Mr. Barnhill held various
positions with Deutsche Bank
Gregory H. 54/ Director since 2006/
Securities, Inc., most recently
Barnhill Expires 2009
as Managing Director and
Regional Manager, North
American Equity Sales. He
holds a B.A. degree in
economics from Brown
University. Mr. Barnhill holds
NYSE/NASD licenses series 7,
63, 9 and 10 as well as life,
health and variable annuities
insurance licenses.
The Audit Committee currently has three members, Mr. Moyes (Chairman), Dr. Gutzwiller and Mr. Barnhill.
The Compensation Committee currently has two members, Dr. Gutzwiller (Chairman) and Mr. Barnhill.
We do not have a formally constituted nominating committee but instead our Board on July 19, 2006 adopted Corporate Governance Principles
which provide for the nomination of persons to serve on our Board upon the approval of a majority of our independent directors.
Provident Bankshares
Corporation 114 East Lexington
Street, Baltimore, Maryland
21202, 410-277-7000
www.web.provbank.com
Number
Number
Public or of Names of Business Background
of Age/Term/Expiration Board Compensation Source
Private Female Directors Information
Directors
Directors
He is an attorney engaged in the
The Company works with
private practice of law; formerly, he
an independent
served as President of Bilal
compensation consultant
Consulting; previously, he was the
for expertise in structuring
owner and Managing Executive of
the compensation paid to
65/Director since the Bilal Group, Inc., a provider of
Public 16 3 Melvin A. Bilal non-employee directors 2008 Proxy
1992/ Expires 2010 long and short term staffing needs.
and benchmarking that
Prior to holding this position, he
compensation against the
was President and founder of
Company's peers. The
Security America Services, Inc., a
following table sets forth
security consulting firm.
the applicable retainers
Compensation Committee.
and fees that will be paid
to non-employee directors
62/Director since He is a partner in the law firm of
Ward B. Coe, III for their service on the
1997/ Expires 2010 Whiteford, Taylor & Preston, LLP.
Company's and the
He is President of Lord Baltimore Bank's boards of directors
Capital Corp., formerly ATAPCO during 2008. Annual
Capital Management Group. Prior Retainer $ 32,500; Fee
Frederick W. 65/Director since to being elected to this position in Per Board Meeting:
Meir, Jr. 1997/ Expires 2010 1996, he was an Executive Vice Regular Meeting $ 1,250;
President of First Maryland Special Meeting $ 1,250;
Bancorp and First National Bank of Fee Per Committee
Maryland. Audit Committee. Meeting: Committee
Chairperson $ 1,875; All
other Committee
Members $ 1,250
Retainer $ 32,500; Fee
Per Board Meeting:
Regular Meeting $ 1,250;
Special Meeting $ 1,250;
Fee Per Committee
Meeting: Committee
Chairperson $ 1,875; All
James G. Davis, Jr. is the
other Committee
James G. Davis, 50/ Director since President and Chief Executive
Members $ 1,250
Jr. 2006/ Expires 2010 Officer of the James G. Davis
Construction Corporation.
He was managing partner of the
Baltimore office of Arthur Andersen
LLP from 1995 to 2002 and general
partner from 1980 to 1995. He
serves on the Boards of Directors
William J. 62/Director since
of Foundation Coal Holdings, Inc.
Crowley, Jr. 2003/ Expires 2010
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,
59/Director since EarthData Technologies and
Bryan J. Logan
2004/ Expires 2010 EarthData International, Inc. The
EarthData group of companies
specializes in the acquisition,
development, analysis and
application of spatial data and GIS
services for engineering,
environmental and land
management clients worldwide.
He is the CEO of The Bozzuto
61/Director since Group, a full-service residential
Thomas Bozzuto
1998/ Expires 2011 development company located in
Greenbelt, Maryland.
She is Senior Vice President and
62/Director since Corporate Secretary of The Black
Barbara B. Lucas
1996/ Expires 2011 & Decker Corporation. Chairs
Compensation Committee.
He is the Chairman of the Board of
57/Director since MIRCON, Inc., an environmental
Pierce B. Dunn
1987/ Expires 2009 and engineering company. Chairs
Audit Committee.
He is Chairman of the Board of
Municipal Mortgage and Equity,
LLC (Muni Mae) (NYSE, MMN), a
69/Director since real estate finance company. He is
Mark K. Joseph
1993/ Expires 2009 also the Founding Chairman of The
Shelter Group, a real estate
development and property
management company.
She is the Chairperson of the
Maryland Health and Higher
64/Director since Educational Facilities Authority,
Sheila K. Riggs
1982/ Expires 2009 which issues bonds to finance
health care and higher education
facilities.
Dale B. Peck heads Peck Advisory
Services, LLC in Vienna, Virginia,
providing business development
62/ Director snce and strategic planning to high
Dale B. Peck
2006/ Expires 2010 growth, well-established
companies. Mr. Peck was formerly
a partner with the accounting firm
of Beers & Cutler, PLLC.
Enos K. Fry is Group Manager,
64/ Director since
Enos K. Fry Washington Metro Area, of
1997/ Expires 2011
Provident Bank.
Gary N. Geisel has been Chairman
of the Board and Chief Executive
Officer of Provident and Provident
Bank since April 2003. Before
59/ Director since becoming
Gary N. Geisel
2001/ Expires 2010 Chairman and Chief Executive
Officer, Mr. Geisel was President
and Chief Operating Officer of
Provident and Provident Bank from
January 2001 until April 2003.
Pamela J. Mazza is a partner in the
50/ Director since
Pamela J. Mazza law firm of Piliero, Mazza &
2005/ Expires 2009
Pargament, PLLC.
Kevin G. Byrnes has been
President and Chief Operating
Officer of Provident and Provident
Bank since April 2003. Before
becoming President and Chief
Operating Officer, Mr. Byrnes
60/ Director since
Kevin G. Byrnes served as Senior Executive Vice
2002/ Expires 2009
President of Provident since 2002.
Previously, Mr. Byrnes was
Regional Executive in charge of the
upstate operations of Chase
Manhattan Bank in Rochester, New
York.
Audit Committee: William J. Crowley, Jr., Pierce B. Dunn (Chair), Bryan J. Logan, Frederick W. Meier, Jr., Dale B. Peck.
Compensation Committee: Melvin A. Bilal, Thomas S. Bozzuto, James G. Davis, Jr., Barbara B. Lucas (Chair), Francis G. Riggs, Sheila K.
Riggs
Corporate Governance Committee: Ward B. Coe, III (Chair), Mark K. Joseph, Peter M. Martin, Pamela J. Mazza
PETROLEUM & RESOURCES
CORPORATION
Seven St. Paul Street
Baltimore, Maryland 21202
www.peteres.com
(410) 752-5900
Number
Number Last
Public or of Names of
of Age/Term/Expiration Background Information Board Compensation Updated/
Private Female Directors
Directors Source
Directors
Professor of Finance and
Economics, formerly, Vice Dean of
Academic Affairs of the Graduate
67/ Board member
School of Business, Columbia
Public 10 2 Enrique R. Arzac since 1983/ Until 2008 Proxy
University. Director of Petroleum & During 2007, each director who
successor elected
Resources Corporation* and Credit is not an interested person,
Suisse Asset Management Funds (8 except for Mr. Emerson,
funds) (investment companies). received an annual retainer fee
President & CEO of International of $10,000 and a fee of $750 for
Trade Solutions, Inc. (consultants). each Board meeting attended.
Formerly, President of Columbia Mr. Emerson, who is the Lead
65/ Board member College, Columbia, South Carolina, Director for the Board, received
Phyllis O.
since 2003/ Until and Vice President of Warnaco Inc. an annual retainer fee of
Bonanno
successor elected (apparel). Director of Borg-Warner $13,000 and a fee of $1,000 for
Inc. (industrial), Mohawk Industries, each Board meeting attended.
Inc. (carpets and flooring), and All members of each
Petroleum & Resources Committee, except executive
Senior Vice President and Chief officers and/or interested
51/ Director since
Financial Officer of The Associated persons, receive an additional
Kenneth J. Dale 2008/ Until successor
Press. Director of The Adams annual retainer fee of $1,500 for
elected
Express Company. each committee membership
and a fee of $500 for each
Committee meeting attended;
the Chairperson of each
committee, except for the
Executive Committee, receives
an additional fee of $500 for
each Committee meeting
attended. The total amount of
fees paid to the independent
directors in 2007 was $234,250.
In addition, following each
annual meeting of stockholders,
All members of each
Committee, except executive
officers and/or interested
persons, receive an additional
annual retainer fee of $1,500 for
each committee membership
and a fee of $500 for each
Retired Executive Vice President of Committee meeting attended;
NYNEX Corporation the Chairperson of each
(communications), retired Chairman committee, except for the
of the Board of both NYNEX Executive Committee, receives
Information Resources Co. and an additional fee of $500 for
84/ Board member
NYNEX Mobile Communications Co. each Committee meeting
Daniel E. Emerson since 1982/ Until
Previously, Executive Vice President attended. The total amount of
successor elected
and Director of New York Telephone fees paid to the independent
Company. Presently, Chairman, The directors in 2007 was $234,250.
National YMCA Fund, Inc., and In addition, following each
Director of Petroleum & Resources annual meeting of stockholders,
Corporation. each non-employee director who
Private Investor, formerly Managing is elected or re-elected at that
Director and head of the Mergers annual meeting receives 400
56/Board member and Acquisitions Research and restricted stock units.
Frederic A.
since 2006/ Until Financial Advisory Services
Escherich
successor elected Departments with J. P. Morgan.
Director of Petroleum & Resources
Corporation.
President & CEO of GF Energy, LLC
(consultants to electric power
companies). Formerly, member of
management group, PA Consulting
62/Board member
Group (energy consultants). Director
Roger W. Gale since 2005/Until
of Petroleum & Resources
successor elected
Corporation, Ormat Technologies,
Inc. (geothermal and renewable
energy), and U.S. Energy
Association.
Financial Advisor. Formerly,
Chairman of the Board and Chief
Executive Officer of Greiner
Engineering Inc. (formerly Systems
Planning Corp.) (consultants).
89/ Director since Formerly, Treasurer and Chief
Thomas H.
1987/ Until successor Investment Officer of the Ford
Lenagh
elected Foundation (charitable foundation).
Director of Cornerstone Funds, Inc.
(2 funds) (investment companies),
The Adams Express Company (1),
and Photonics Product Group
(crystals).
Principal & Director of Pelham
Associates, Inc. (executive
education) and Adjunct Associate
Professor, Columbia Executive
57/ Board member Education, Graduate School of
Kathleen T.
since 2003/ Until Business, Columbia University.
McGahran
successor elected Formerly, Associate Dean and
Director of Executive Education and
Associate Professor, Columbia
University. Director of Petroleum &
Resources Corporation.
Douglas G. Ober, Chairman of the
Board, and Chief Executive Officer
61/ Director since of the Corporation since April 1,
Douglas G. Ober 1989/ Until successor 1991, and President since April 1,
elected 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
62/Board member
Guilford Pharmaceuticals
Craig R. Smith since 2005/Until
(pharmaceutical and biotechnology).
successor elected
Director of Petroleum & Resources
Corporation, LaJolla Pharmaceutical
Company, and Depomed, Inc.
(specialty pharmaceuticals).
The Audit Committee consists of Messrs. Smith, Escherich, Thomas H. Lenagh, and Ms. McGahran (Chair).
The Compensation Committee consists of Messrs. Emerson, Escherich, Lenagh, and Gale.
The Nominating Committee consists of Messrs. Arzac, Emerson, Gale, and Ms. Bonanno.
The Executive Committee consists of Messrs. Arzac, Emerson, Gale, Ober, and Ms. Bonanno.
RegeneRX Pharmaceuticals
3 Bethesda Metro Center
Suite 630
Bethesda, MD 20814
www.regenerx.com
(301) 280-1992
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
Mr. Finkelstein is the Company‘s President In 2007, each independent
and CEO and a member of the Board of director was eligible to receive
Directors. He provides expertise in the an annual cash retainer fee of
creation, implementation, and financing of $13,500 per year. In addition,
RegeneRx‘s business strategy. Mr. the chairman of the Audit
Finkelstein has been a chief executive Committee and the chairman
officer and consultant in the bioscience of the Compensation
industry for the past twenty-four years, Committee, each receive an
having served as Chief Executive Officer of annual retainer of $10,000 for
three biomedical companies since 1982, the committee chairmanship.
including as CEO of the Company from In 2007 Mr. Hindin served as
1984 to 1989 and as Vice-Chairman from the chairman of both
54/Director since 1989 to 1991. He is experienced committees. Independent
Public 6 0 J.J. Finkelstein 2008 Proxy
2002/Expires in 2009 developing early-stage companies, has Board members were eligible
been responsible for the regulatory to receive $1,250 for each
approval and marketing of a number of Board meeting at which the
medical products in the U.S. and abroad, director was present in
and has raised over $60 million in capital to person, and $400 for each
finance these ventures. He currently serves meeting the director
on the boards of several bioscience firms, participated by telephone.
including the executive committees of the Independent Board members
Technology Council of Maryland and are also eligible to receive
MdBio, Inc., whose missions are to support $500 for each committee
bioscience development and education in meeting attended, whether in
the State of Maryland. Mr. Finkelstein person or by telephone.
received a business degree from the
University of Texas where he majored in
Dr. Goldstein is Chairman of the Board of
Directors and the Company‘s Chief
Scientific Advisor. He is also a founder of
Allan L. the Company and Professor and Chairman
68/Director since of the Department of Biochemistry and
Goldstein
1982/Expires in 2009 Molecular Biology at the George
Washington University School of Medicine
and Health Sciences, a position he has
held since 1978. Dr. Goldstein is a
recognized expert in the field of
Secretary and Treasurer of RegeneRx from
2004 to present; Director of Chicken Out
Rotisserie Inc., founded in 1991, which
operates 24 restaurants in four states and
the District of Columbia, with annual sales
in excess of $24 million. In 1967, he co-
founded Britches of Georgetown, Inc.,
(Britches) a clothing retailer specializing in
the sale of upscale men‘s and women‘s
apparel and accessories. Mr. Hindin also
serves as Chairman of the Board of The
Institute of Advanced Studies in
Richard J. 63/Director since Immunology and Geriatric Medicine, a non-
Hindin 2002/Expires in 2009 profit 501(c)(3) corporation that specializes
in disseminating medical information to the
public as well as providing the
pharmaceutical industry with an
independent source for testing vaccines
and drugs for the elderly. Mr. Hindon is also
Chairman of the Board of Hinsilblon
Laboratories Ltd., a company based in
Cape Coral, Florida which sells odor
neutralization products and delivery
systems. Mr. Hindin is President of
Adworks Inc, a Washington D.C. based
advertising and marketing consulting
Managing Principal, Chairman and Chief
Investment Officer of Essex Investment
Joseph C. 71/Director since Management Company, LLC, a registered
McNay 1987/Expires in 2009 investment advisor, from 1976 to present;
Director of Softech, Inc. and MPSI System,
Inc.
Dr. Bowles, 74, is a thoracic surgeon and
served as Dean of Medicine and Professor
of Surgery at The George Washington
University School of Medicine and Health
Sciences (GWU) in Washington, D.C. from
1976-1988 and as Vice President for
Medical Affairs and Executive Dean of
GWU Medical Center from 1988-1992. Dr.
Bowles previously served as President of
Dr. L. the National Board of Medical Examiners,
75/Director since
Thompson the medical accrediting organization from
2006/Expires in 2009
Bowles 1992-2000. He is also a member of the
National Academy of Sciences Institute of
Medicine and several national medical
societies. Dr. Bowles has served on the
editorial board of a number of medical
journals and has been a member and
chairman of several governmental panels
and committees. Dr. Bowles received his
medical degree from Duke University and
his Ph.D. from New York University.
Head of the Corporate Development
Department and Director of Sigma-Tau
Finanziaria S.p.A. Mr. Bove has served in a
48/Director since number of senior positions in business,
Mauro Bove licensing and corporate development within
2004/Expires in 2007
Sigma-Tau, which has subsidiaries in most
European countries and the United States.
Mr. Bove has twenty years of business and
management experience within the
Audit Committee: McNay, Dr. Bowles, and Hindin (Chair)
Compensation Committee: McNay, Hindin (Chair), Bove, and Dr. Bowles
Governance and Nominations Committee:entire Board of Directors
Radio One, Inc.
5900 Princess Garden Parkway,
7th Floor
Lanham, MD 20706
www.radio-one.com
301-306-1111
Number
Number Last
Public or of
of Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private Female
Directors Source
Directors
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
Our non-employee directors
Vice President. Mr. Jones serves in
each receive a retainer of
61/ Director since 1995/ various capacities, including director,
Public 7 1 Terry L. Jones $20,000 annually. In 2008 Proxy
Expires 2009 president, general partner and vice
addition, they receive
president, for various other entities
$1,000 each quarter for
affiliated with Syndicated
board meetings attended,
Communications, Inc. He also
and are reimbursed for all
serves on the board of directors of
out-of-pocket expenses
Delta Capital Corporation, Sun Delta
related to meetings
Capital Access Center, Iridium
attended. Non-employee
Satellite, TV One, LLC, Syncom
directors serving as
Management Company and Cyber
chairperson of a committee
Digital Inc., a publicly held company.
of the board of directors
receive an extra $10,000
per annum. Each of our non-
officer directors also
received options to
purchase 5,000 shares of
Class D common stock in
2004 and 10,000 shares in
2005. The directors did not
receive stock options, stock
awards, incentive plan or
other non-cash
compensation in 2006 or
out-of-pocket expenses
related to meetings
attended. Non-employee
directors serving as
chairperson of a committee
of the board of directors
Mr. McNeill is a founder and receive an extra $10,000
Managing General Partner of Alta per annum. Each of our non-
Communications, the successor firm officer directors also
to Burr, Egan, Deleage & Co. He received options to
specializes in identifying and purchase 5,000 shares of
managing investments in the Class D common stock in
traditional sectors of the media 2004 and 10,000 shares in
industry, including radio and 2005. The directors did not
television broadcasting, cable receive stock options, stock
television, outdoor advertising and awards, incentive plan or
other advertising-based or cash flow- other non-cash
based businesses. Mr. McNeill compensation in 2006 or
currently serves on the boards of 2007. Our officers who
5/ Director since 1995/ serve as directors do not
Brian W. McNeill directors of a number of companies
Expires 2009 receive compensation for
in the radio and television industries.
He joined Burr, Egan, Deleage & Co. their services as directors
as a General Partner in 1986, where other than the
he focused on the media and compensation they receive
communications industries. as officers of Radio One.
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
61/ Director since 1980/ Manager, General Sales Manager
Catherine L. Hughes
Expires 2009 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
43/ Director since 1989/ General Manager overseeing Radio
Alfred C. Liggins, III
Expires 2009 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
D. Geoffrey 50/ Director since 2001/ 1999, Mr. Armstrong was Chief
Armstrong Expires 2009 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
46/ Nominee/ Expires
B. Doyle Mitchell, Jr. Academy, Sewell Music
2009
Conservatory, Leadership Greater
Washington, the Washington
Performing Arts Society, the Greater
Prince Georges Business
Roundtable and the D.C. Chamber
of Commerce, of which he was
Chairman in 2001, and is one of the
owners of the Washington Nationals
Baseball Team.
Mr. Blaylock is the Founder,
Chairman and Chief Executive
Officer of Blaylock & Partners, L.P.,
an investment banking firm. Mr.
Blaylock held senior management
48/ Director since 2002/
Ronald E. Blaylock positions with PaineWebber Group
Expires 2009
and Citicorp before launching
Blaylock & Partners in 1993. Mr.
Blaylock is also a director of the
W.R. Berkley Corporation, a publicly
held company.
The audit committee consists of D. Geoffrey Armstrong, Brian W. McNeill and B. Doyle Mitchell, Jr.
Our compensation committee consists of Terry L. Jones, Brian W. McNeill and D. Geoffrey Armstrong.
Our nominating committee consists of Alfred C. Liggins, III, Catherine L. Hughes, Terry L. Jones and Brian W.
Sandy Spring Bancorp
17801 Georgia Avenue
Olney, Maryland 20832
www.ssnb.com
301-774-6400
Number
Number Last
Public or of Names of
of Age/Term/Expiration Business Background Information Board Compensation Updated/
Private Female Directors
Directors Source
Directors
Pamela A. Little is a financial and
Non-employee directors of
business consultant. She is the
Sandy Spring Bank received
former Chief Financial Officer of
an annual retainer of
Athena Innovative Solutions, Inc., a
Pamela A. 53/ Director since 2005/ $14,000 ($35,000 for the
Public 12 2 government contracting firm. She is 2008 Proxy
Little Expires 2011 Chairman). The Chairman of
also the former Chief Financial
the Audit Committee
Officer of ZKD, Inc. a provider of
received an additional
professional services to the federal
retainer of $7,500 and all
government.
other committee chairmen
Mark E. Friis is President and Chief received an additional
Executive Officer and senior retainer of $5,000. Non-
52/ Director since 2005/
Mark E. Friis principal of Rodgers Consulting, Inc., employee directors received
Expires 2011 $1,100 for attendance at
in Frederick, Maryland, a land
planning and engineering firm. each meeting of the board of
directors and also $1,000 for
Marshall H. Groom is a former attendance at each
director of Potomac Bank of Virginia committee meeting. Bancorp
and past chairman of the board of directors do not receive any
that bank. Mr. Groom became a additional compensation
Bancorp board member effective as (beyond compensation
Marshall H. 69/ Director since 2007/ of February 15, 2007 and is a received for service as Bank
Groom Expires 2009 Director-Nominee pursuant to the directors); however, non-
terms of the definitive agreement employee directors would
dated October 10, 2006 and plan of receive a fee of $1,100 for
merger entered into between attendance at a meeting of
Bancorp, Sandy Spring Bank and Bancorp's board of directors
Potomac Bank of Virginia. not held in conjunction with a
meeting of the Bank's board
of directors.
directors); however, non-
employee directors would
receive a fee of $1,100 for
attendance at a meeting of
Bancorp's board of directors
not held in conjunction with a
Hunter R. Hollar is President and meeting of the Bank's board
Hunter R. 58/ Director since 1990/
Chief Executive Officer of Bancorp of directors.
Hollar Expires 2011
and the Bank.
Craig A. Ruppert is President and
owner of The Ruppert Companies,
comprised of nursery and
Craig A. 53/ Director since 2002/
landscaping, business investment
Ruppert Expires 2011
and management, and commercial
real estate development and
management businesses.
Susan D. Goff is President of M.D.
IPA, Inc., a Vice President of
Optimum Choice, Inc., and a Senior
Susan D. 62/ Director since 1994/
Vice President of the parent holding
Goff Expires 2009
company, Mid-Atlantic Medical
Services, Inc., a health maintenance
organization.
Robert L. Orndorff, Jr. is President of
Robert L. 50/ Director since 1991/
RLO Contractors, Inc., an excavating
Orndorff, Jr. Expires 2009
contractor.
David E. Rippeon is President and
Chief Executive Officer of
David E. 57/ Director since 1997/
Gaithersburg Equipment Company
Rippeon Expires 2009
and Frederick Equipment Company,
a tractor and equipment dealership.
Solomon Graham is founder,
President, and Chief Executive
Solomon 63/ Director since 1994/
Officer of Quality Biological, Inc., a
Graham Expires 2010
biotechnology firm providing
reagents for medical research.
Gilbert L. Hardesty is a retired bank
executive, having served as
President of Crestar
Gilbert L. 66/ Director since 1997/
Bank—Annapolis from June 1994 to
Hardesty Expires 2010
June 1997 and as President of
Annapolis Federal Savings Bank
from April 1986 to June 1994.
Charles F. Mess, M.D. is Managing
Charles F. 68/ Director since 1987/
Physician of Potomac Valley
Mess Expires 2010
Orthopaedic Associates Chtd.
Lewis R. Schumann is a Partner in
Lewis R. 63/ Director since 1994/
the Rockville, Maryland law firm of
Schumann Expires 2010
Miller, Miller and Canby, Chtd.
The Audit Committee is composed of John Chirtea, Chairman, Mark E. Friis, Pamela A. Little (Chair), Charles F. Mess, and Craig A. Ruppert.
The Executive Committee is composed of Susan D. Goff, Marshall H. Groom, Gilbert L. Hardesty, Hunter R. Hollar, Robert L. Orndorff (Chair),
David E. Rippeon, Lewis R. Schumann, W. Drew Stabler
The Human Resources Compensation Committee is composed of John Chirtea, Susan D. Goff (Chair), Charles F. Mess, Robert L.
Orndorff, David E. Rippeon, W. Drew Stabler
The Nominating Committee is composed of Solomon Graham (Chair), Marshall H. Groom, Gilbert L. Hardesty, Robert L. Orndorff,
Craig A. Ruppert, W. Drew Stabler
Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road Hunt
Valley, Maryland 21030 410-568-
1500 www.sbgi.net
Number
Number
Public or of Names of Business Background
of Age/Term/Expiration Board Compensation Source
Private Female Directors Information
Directors
Directors
He founded Comark
Communications, Inc., a company
engaged in the manufacture of high
power transmitters for UHF
television stations, and was an Non-employee directors
officer and director of Comark until receive $35,000 annually for
1986; he also was a principal in their service as a director and
other television stations prior to a grant of 5,000 shares of
serving as a General Manager of Class A Common Stock for
56/ Director since
WCWB-TV from 1984 until 1986; in attending the annual meeting
1990/Elected for one-
1986, he was instrumental in the of shareholders. The Audit
year terms and serve
Public 8 0 David D. Smith formation of Sinclair Broadcast Committee chairman receives 2008 Proxy
until their successors
Group, Inc. He is currently a an additional $7,500 annually
are duly elected and
member of the Board of Directors of and the Compensation
qualified
Sinclair Ventures, Inc., Acrodyne Committee chairman receives
Communications, Inc., G1440 an additional $6,000 annually.
Holdings, Inc., Atlantic Automotive Each special committee
Corporation (formerly known as chairman receives an
Summa Holdings, Ltd.), KDSM, Inc. additional $1,125 each quarter
and Safe Waterways in Maryland (a until the subject under
private, non-profit foundation). discussion by the special
President and CEO since 1988; committee has been
Chairman of the Board since 1990. concluded. Nonemployee
directors also receive $2,000
for each meeting of the Board
of Directors attended, $2,500
for each Audit Committee
meeting and special committee
meeting, if any, attended and
$1,500 for each Compensation
Committee meeting attended.
We reimburse our directors for
any business related travel
expenses.
chairman receives an
additional $1,125 each quarter
until the subject under
discussion by the special
committee has been
concluded. Nonemployee
directors also receive $2,000
Prior to joining Sinclair in 1990, he
for each meeting of the Board
was an oral and maxillofacial
of Directors attended, $2,500
surgeon engaged in private practice
for each Audit Committee
and was employed by Frederick G.
meeting and special committee
Smith, M.S., D.D.S., P.A., a
57/Director since meeting, if any, attended and
professional corporation of which
1986/Elected for one- $1,500 for each Compensation
he was the sole officer, director and
year terms and serve Committee meeting attended.
Frederick G. Smith stockholder. He is currently a
until their successors We reimburse our directors for
member of the board of directors or
are duly elected and any business related travel
trustees of Sinclair Ventures, Inc.,
qualified expenses.
the Freven Foundation, Safe
Waterways in Maryland, Gerstell
Academy and University of
Maryland at Baltimore Foundation.
Vice President since 1990.
Prior to that, he worked for Comark
Communications, Inc. installing
UHF transmitters; he also worked
extensively on the construction of
WCWB-TV in Pittsburgh, WTTE-TV
in Columbus, WIIB-TV in
Bloomington and WTTA-TV in
53/Director since
Tampa / St. Petersburg, the
1986/Elected for one-
renovation of the studio, offices and
year terms and serve
J. Duncan Smith news facility for WBFF-TV in
until their successors
Baltimore and construction of the
are duly elected and
Sinclair headquarters building in
qualified
Hunt Valley, MD. He is currently a
member of the board of directors of
Sinclair Ventures, Inc., The Boys
Latin School of Maryland, The High
Rock Foundation and Safe
Waterways in Maryland. Vice
President and Secretary since 1986.
He is the President and Founder of
the Cavanaugh Group, Inc., a
Baltimore-based investment
advisory firm founded in October
1995; prior to establishing the
Cavanaugh Group, Inc., he was
Vice President, Senior Portfolio
Manager, and Director of the
52/Director since Investment Management division of
2001/Elected for one- a local financial services company
year terms and serve since 1985. During this time, he
Daniel C. Keith
until their successors served as chairman of the
are duly elected and Investment Advisory Committee and
qualified was a member of the board of
directors. He has been advising
clients since 1979 and is currently a
member of the boards of trustees of
The High Rock Foundation, Safe
Waterways in Maryland and The
Boy‘s Latin School of Maryland.
Audit and Joint Compensation and
Stock Option Committees.
He is a retired partner of the law
firm Shaw Pittman in Washington,
D.C. where he specialized in
communications law matters; prior
to his service at Shaw Pittman, he
was a senior partner with the law
66/Director since
firm of Fisher Wayland Cooper
2002/Elected for one-
Leader & Zaragoza in Washington,
year terms and serve
Martin R. Leader D.C. from 1973 to 1999. He is
until their successors
currently a member of the board of
are duly elected and
directors of Atlantic Automotive
qualified
Corporation; he has served on the
staff of the Office of Opinions and
Review of the Federal
Communications Commission. He
is a member of the District of
Columbia Bar.
He has been a shareholder of the
accounting firm of Gross,
Mendelsohn & Associates, P.A.
since 1972 and has served as its
managing director since 1982; he
has served on various committees
63/Director since of the Maryland Association of
1995/Elected for one- Certified Public Accountants and
year terms and serve was chairman of the
Lawrence McCann
until their successors Management of the Accounting
are duly elected and Practice Committee. He is also a
qualified former member of the Management
of an Accounting Practice
Committee of the American Institute
of Certified Public Accountants. He
is a former member of the board of
directors of Maryland Special
Olympics.
He served as Vice President and
Treasurer of Sinclair from 1988 to
June 1998, at which time he
resigned from his position as Vice
President and Treasurer; in March
1997, he started RSMK LLC, a
commercial real estate investment
company which he currently
43/Director since 1986 manages; prior to 1986, he assisted
/Elected for one-year in the construction of WTTE-TV and
terms and serve until also worked for Comark
Robert E. Smith
their successors are Communications, Inc. installing
duly elected and UHF transmitters. He is currently a
qualified member of the board of directors of
Sinclair Ventures, Inc., Nextgen
Foundation Charitable Trust, Safe
Waterways in Maryland, Gerstell
Academy, Bay Television, Inc.,
Keyser Investment Group,
Cunningham Communications, Inc.,
Gerstell Development LP and
Beaver Dam LLC.
He is of counsel to the Baltimore
law firm of Thomas & Libowitz, P.A.
and has been in the private practice
of law since 1983; from 1961 to
91/Director since 1968, he served as an Associate
1993/Elected for one- Judge on the Municipal Court of
year terms and serve Baltimore City and from 1968 to
Basil A. Thomas
until their successors 1983, he served as an Associate
are duly elected and Judge of the Supreme Bench of
qualified 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 members of the Compensation Committee are Messrs. McCanna, Keith, and Leader
The Board does not have a standing nominating committee and there is no formal nominating committee charter
Sucampo Pharmaceuticals, Inc.
4520 East-West Highway, Suite
300 Bethesda, MD 20814
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
Dr. Ueno, who became a director in 1996,
is a founder of our company and has been
our chief executive officer since September
2006 and our chief scientific officer since Our board of directors has
August 2004. Dr. Ueno also became the delegated to our chief
chairman of our board of directors effective executive officer the authority
June 1, 2007 following the resignation of to grant stock options to
Dr. Kuno from that position. Dr. Ueno employees under our 2006
served as chairman of our board of Stock Incentive Plan. Our
directors from December 2000 to chief executive officer is not
September 2006. He also served as chief authorized to grant options to
operating officer from December 1996 to himself or to any other director
Ryuji Ueno, M.D., 54/ Director since November 2000 and again from March or executive officer. In
Public 5 1 2006 to September 2006 and as chief 2008 Proxy
Ph.D., Ph.D. 1996/ Expires 2009 addition, in any one calendar
executive officer from December 2000 to year, the chief executive
September 2003. Dr. Ueno co-founded our officer is not authorized to
affiliate R-Tech in September 1989 and grant options with respect to
served as its President from 1989 to March more than 100,000 shares of
2003. Dr. Ueno also co-founded Sucampo class A common stock or to
AG in December 1997 and served as its grant to any person options
chairman of the board or vice chairman of with respect to more than
the board since its inception. Dr. Ueno 10,000 shares of class A
received his M.D. and a Ph.D. in medical common stock.
chemistry from Keio University in Japan,
and he received a Ph.D. in Pharmacology
from Osaka University.
Mr. Celeste has served as senior vice
president of regulatory affairs for Kendle
International, Inc., an international clinical
research organization, since 2001. Prior to
that, he served as the president and chief
executive officer of AAC Consulting Group,
Inc., an independent FDA consulting firm,
69/ Director since from 1986 until its acquisition by Kendle
Anthony C. Celeste
2007/ Expires 2009 International in February 2001. Prior to
joining AAC Consulting in 1985, Mr. Celeste
served for 25 years with the U.S. Food and
Drug Administration, most recently as
director of the Office of Regional
Operations. Mr. Celeste holds a B.S. in
chemistry from Fordham University.
From 1989 through 2007, Mr. Maudlin was
a managing partner of Medical Innovation
Partners, a venture capital firm. Mr. Maudlin
is a director of Website Pros, Inc., a web
services company. Mr. Maudlin served on
57/ Director since the board of directors of Curative Health
Timothy I. Maudlin
2006/ Expires 2009 Services, Inc., a biopharmaceutical
company, from 1984 until May 2006. Mr.
Maudlin holds a B.A. from St. Olaf College
and an M.M. from the Kellogg School of
Management at Northwestern University.
From November 1997 until her retirement
in May 2004, she was a tax partner at
Deloitte & Touche LLP, an international
accounting firm, serving from 2000 until
May 2004 as the National Partner in
Charge of Deloitte‘s Initiative for the
Retention and Advancement of Women.
Prior to that, she spent 20 years with Ernst
& Young LLP, an international accounting
60/ Director since
V. Sue Molina firm, the last ten years as a partner. Ms.
2006/ Expires 2009
Molina serves as vice chair of the board of
directors of Royal Neighbors of America, a
fraternal insurance company. She is also a
member of the board of directors of DTS,
Inc., a digital entertainment technology
company. She holds a B.S.B.A. and a
Masters of Accounting degree from the
University of Arizona.
Mr. Wright became a director in February
2008 and is a retired partner of Ernst &
Young LLP, an international auditing firm.
He was with Ernst & Young LLP from 1971
until 2000, most recently as an audit
partner focusing on the technology sector.
He was the executive vice president and
chief financial officer of Quadramed
60/ Director since Corporation, a software company, from July
John C. Wright
2008/ Expires 2009 2003 to September 2005. Prior to that, Mr.
Wright served as a financial consultant
from January 2003 to July 2003. Mr. Wright
also serves on the board of directors of
Watson Wyatt Worldwide, a global provider
of human capital consulting services. Mr.
Wright holds a B.S. in accounting from the
University of North Carolina.
The Audit Committee members consist of Michael J. Jeffries (Chair), Timothy I. Maudlin, and V. Sue Molina.
The Compensation Committee consist of Michael J. Jeffries, Hidetoshi Mine, and V. Sue Molina (Chair)
The Nominating Committee consists of Michael J. Jeffries, Timothy I. Maudlin, and Hidetoshi Mine (Chair)
SHORE BANCSHARES, INC.
18 East Dover Street
Easton, Maryland 21601
www.shbi.com (410)
822-1400
Number
Number Last
Public or of
of Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private Female
Directors Source
Directors
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 Directors of the Company
Bank‖), a wholly-owned subsidiary of receive $300 for attending
the company, since 1992. He each Board and committee
currently serves as a Vice President meeting, except that
55/Director since 2000/ of the Company, a position he has committee chairpersons
Public 14 1 Lloyd L. Beatty, Jr. 2008 Proxy
Expires 2009 held since October 2004. From receive $500 for attending
October 2004 until October 2005 Mr. each Board and committee
Beatty‘s employment with the meeting. In addition, the
Company was on a part-time basis. Chairman of the Board
Prior to October 2005, Mr. Beatty receives a $10,000 annual
was the Chief Operating Officer of retainer and each other
Darby Overseas Investments, LP director receives a $5,000
and President of Darby Advisors, Inc. annual retainer. Directors of
the Company and of its
subsidiaries are eligible to
participate in the
Company‘s 2006 Stock and
Incentive Compensation
Plan and its 1998 Stock
Option Plan. Each of these
plans is discussed below
under ―Executive
Compensation‖.
meeting. In addition, the
Chairman of the Board
receives a $10,000 annual
retainer and each other
director receives a $5,000
annual retainer. Directors of
the Company and of its
Mr. Bowman has served as a subsidiaries are eligible to
director of the Company since 1998 participate in the
and as a director of The Centreville Company‘s 2006 Stock and
National Bank of Maryland Incentive Compensation
(―Centreville National Bank‖) a Plan and its 1998 Stock
whollyowned subsidiary of the Option Plan. Each of these
60/Director since 1998/
Paul M. Bowman Company since 1997. He served as plans is discussed below
Expires 2009
a director of Kent Savings & Loan under ―Executive
Association until Centreville National Compensation‖.
Bank acquired the financial
institution on April 1, 1997. Mr.
Bowman is an attorney in the Law
Office of Paul M. Bowman.
Mr. Kee has served as a director of
the Company since May 2004 and as
the Chairman of the Board of The
Felton Bank (―Felton Bank‖), a
wholly-owned subsidiary of the
Company, since 1992. Between
56/Director since 2004/
W. Edwin Kee, Jr. 1996 and 2004, Mr. Kee served as
Expires 2009
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
67/ Director since 2003/ December 2000. He has served as a
Jerry F. Pierson
Expires 2009 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
W. Moorhead 67/ Director since 2000/ December 2000 and as a director of
Vermilye Expires 2009 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
appointment with Talbot Bank, Mr.
Duncan served as the Chairman of
William W. Duncan, 61/ Nominee/ Expires Mercantile Eastern Shore Bank,
Jr. 2010 located in Chestertown, Maryland.
From 1982 to 2004, Mr. Duncan was
President and Chief Executive
Officer of St. Michaels Bank, located
in St. Michaels, Maryland. Mr.
Duncan served as a director of the
Federal Reserve Bank of Richmond
from 2001 through 2004, and
currently serves as Vice Chairman
and a director of Shore Health
System, Inc. and a director of Talbot
Hospice Foundation, Inc.
Mr. Evans has served as a director
of the Company since November
2004 and as a director of Felton
58/ Director since 2004/ Bank since July 2004. He currently
Thomas H. Evans
Expires 2010 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
65/ Director since 2000/ a director of Talbot Bank from 1994
Richard C. Granville
Expires 2010 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
Christopher F. 60/ Director since 2004/
as a director of Talbot Bank since
Spurry Expires 2010
1995. He is the President of Spurry &
Associates, Inc.
Mr. Trice has served as a director of
the Company since August 9, 2007
and as a director of Centreville
National Bank since June 19, 2007.
He currently serves as President and
CEO of Centreville National Bank, a
54/ Director since 2007/ position he has held since June 4,
F. Winfield Trice, Jr.
Expires 2011 2007. From 1997 until his
appointment with Centreville National
Bank, Mr. Trice served as the
Executive Vice President and
Senior Lending Officer of Mercantile
Peninsula Bank, located in Salisbury,
Maryland.
Mr. Andrew has served as a director
of the Company since December
Herbert L. Andrew, 71/ Director since 2000/ 2000 and as a director of Talbot
III Expires 2011 Bank since 1977. He is a farmer and
served on the Talbot County Council
from 1994 to 1998.
Ms. Armistead has served as a
Brenda W. 56/ Director since 2002/ director of the Company since 2002
Armistead Expires 2011 and as a director of Talbot Bank
since 1992. She is an investor and
the former Manager of Talbot County.
Mr. Freestate has served as a
director of the Company since 1995,
and previously as a director from
1996 to 2000. He has served as a
55/ Director since 1995/ director of Centreville National Bank
Mark M. Freestate
Expires 2011 since 1984. He currently serves as
Vice President of The Avon-Dixon
Agency, LLC (―Avon-Dixon‖), a
wholly-owned subsidiary of the
Company.
Mr. LeCompte has served as a
director of the Company since 1996
and as a director of Centreville
67/ Director since 1996/ National Bank since 1995. He is a
Neil R. LeCompte
Expires 2011 Certified Public Accountant in the
Accounting Office of Neil R.
LeCompte.
The Company‘s Executive Committee consists of Christopher F. Spurry, Chairman, Blenda W. Armistead, Lloyd L.
Beatty, Jr., William W. Duncan, Thomas H. Evans, Richard C. Granville, F. Winfield Trice, Jr. and W. Moorhead
Vermilye.
The Company‘s Audit Committee consists of Neil R. LeCompte (Chair), Jerry F. Pierson, and Paul M. Bowman.
The members of the Compensation Committee are Christopher F. Spurry (Chair), Herbert L. Andrew, III, Paul M.
Bowman, and W. Edwin Kee, Jr.
The Company‘s Nominating Committee consists of Blenda W. Armistead (Chair), Herbert L. Andrew, III, Jerry F. Pierson and W. Edwin Kee, Jr.
Spherix, Inc. 6430
Rockledge Drive Westmoreland
Bldg. #503 Bethesda, MD 20817
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
Mr. Douglas T. Brown, Spherix Annual Retainer $ 5,000 To be
Incorporated Board Member since 2004, is paid in cash at the first
Senior Vice President and Manager of the meeting of the term. Stock
Corporate Banking Government Awards $ 10,000 To be
Contracting Group for PNC Bank N.A., calculated by dividing $10,000
Washington, DC. Mr. Brown has been with by the closing stock price the
PNC and its predecessor bank, Riggs day the Stock Awards are
Bank, since 2001 and previously worked for granted. The shares will be
Bank of America, N.A. and its predecessor granted upon approval of the
banks for 16 years as a Loan Officer, as Board; however, the shares
well as a manager of Loan Officers in the will be restricted and
54/ Director since Mid-Atlantic region. Subsequent to 1990, instructions will be given to the
Public 7 1 Douglas T. Brown 2008 Proxy
2004/ Expires 2009 the majority of Mr. Brown‘s customers were stock transfer agent that the
companies that provided services to the shares may not be transferred
Federal Government and State until the one year anniversary
governments. Mr. Brown holds a B.A. of the Board Member‘s
degree in Political Science from American departure from the Board.
University and a graduate degree from The Board Meeting Fees $ 2,500
Stonier Graduate School of Banking at the To be paid for all in-person
University of Delaware. He is not now, nor Board Meetings. Members
has he been for the past five years, a must be present to be paid.
director of a public, for-profit company other Committee Meeting Fees $
than Spherix. 800 To be paid for all in-
person Committee Meetings.
Members must be present to
be paid. Teleconference Fees
$ 300 To be paid for all
teleconferences called by
either the Chairman of the
Board, the President, or by the
Chairman of the relevant
Committee. Members must be
on-line to be paid. Additional
Retainer $ 1,000 To be paid to
To be paid for all in-person
Board Meetings. Members
must be present to be paid.
Committee Meeting Fees $
800 To be paid for all in-
person Committee Meetings.
Mr. A. Paul Cox, Jr., PE, CMC, Spherix Members must be present to
Incorporated Board Member since 2004 be paid. Teleconference Fees
and elected Chairman of the Board in 2007, $ 300 To be paid for all
brings sales, information technology and teleconferences called by
general corporate management experience either the Chairman of the
to Spherix. He holds a B.E.S. in Electrical Board, the President, or by the
Engineering and an M.S. in Management Chairman of the relevant
Science, both from The Johns Hopkins Committee. Members must be
University. Mr. Cox began his career on-line to be paid. Additional
designing special purpose digital Retainer $ 1,000 To be paid to
computers, earning three patents from the the Chairman of the Audit
Westinghouse Underseas Division, where Committee.
he remained for seven years. He joined
70/ Director since IBM Corporation, advancing through
A. Paul Cox, Jr.
2004/ Expires 2009 technical assignments, achieving
increasing management responsibility in
information systems, technical services and
sales positions, and becoming Regional
Marketing Rep and then Marketing Unit
Manager. Mr. Cox became President, CEO,
and Board Member of Data Systems
Corporation for nine years until selling the
company to a division of ADP. He became
Chairman and CEO of the Codema
Corporation, a management consulting
company. He was then recruited by
Standard Register as its Corporate Vice
President and General Manager of their
business and equipment division. Now
Dr. Claire L. Kruger was elected to the
Spherix Incorporated Board of Directors in
August 2007, and was also elected Chief
Executive Officer and Director of Health
Sciences at that time. Dr. Kruger received
her Ph.D. in Toxicology from Albany
Medical College, and her B.S. in Biology
from Clarkson College. With more than 20
years of consulting experience, her primary
areas of expertise are in foods, consumer
products and pharmaceuticals, where she
provides scientific, regulatory, and strategic
support to clients in both the US and
49/ Director since
Claire L. Kruger international regulatory arenas. Dr. Kruger
2007/ Expires 2009
has conducted toxicity evaluations of foods
and food contaminants, as well as health
risk assessments and exposure
assessments of drugs, cosmetics, and
pesticides. Her clients include food, drug,
and dietary supplement manufacturers,
agricultural producers, biotechnology
companies, trade associations, and law
firms. In her role as a consultant, Dr.
Kruger has been involved in the safety
evaluation of a variety of consumer
products, providing oversight of product
compliance with current and emerging
scientific and regulatory guidance. She is
Dr. Gilbert V. Levin founded Spherix
Incorporated in 1967 and has served the
Company in a variety of capacities since
incorporation. He currently serves as
Director of Science and Technology. Dr.
Levin previously served in the public health
departments of Maryland, California, and
the District of Columbia and, subsequently,
as a research scientist and corporate
official. Among his inventions are low-
caloric sweeteners; biological nutrient
removal (BNR) for municipal wastewater,
83/ Director since rapid detection and identification of
Gilbert V. Levin
1967/ Expires 2009 microorganisms; and the Labeled Release
life detection experiment that landed on
Mars in 1976 aboard NASA‘s Viking
Mission. He holds a Bachelor‘s, Master‘s,
and a Ph.D., all from The Johns Hopkins
University, where he also served on its
Board of Trustees and presently serves on
its National Advisory Council for the Whiting
School of Engineering. He is not now, nor
has he ever been, a director of a public
company other than Spherix. Dr. Levin has
not worked for any company other than
Spherix since 1967.
Mr. Aris Melissaratos was elected to the
Spherix Board of Directors in February
2008. He currently serves as Senior
Advisor to the President of Johns Hopkins
University with responsibilities for
technology transfer, corporate partnerships,
and enterprise development. From 2003 to
2007, he served as Secretary of Business
and Economic Development for the State of
Maryland, driving the state‘s unemployment
figures to an impressive 3.6% and
positioning Maryland for leadership in the
emerging ―knowledge economy.‖ He
64/ Director since worked for Westinghouse Electric
Aris Melissaratos
2008/ Expires 2009 Corporation for 32 years, culminating as the
corporation‘s Chief Technology Officer and
Vice President for Science and Technology,
responsible for running Westinghouse‘s
research and development functions. He
also served as the Chief Operations Officer
for the company‘s Defense Electronics
Group, where he was responsible for
managing 16,000 employees (9,000
engineers) and $3.2 billion dollars of sales.
After Westinghouse, he became Vice
President of Thermo Electron Corporation
and CEO of its Coleman Research
Corporation and Thermo Information
Dr. Robert A. Lodder, Spherix Incorporated
Board Member since 2005, was elected
President in August 2007. He served as a
Professor of Pharmaceutical Sciences at
the College of Pharmacy, University of
Kentucky Medical Center, and holds joint
appointments in the Department of
Electrical and Computer Engineering, and
the Division of Analytical Chemistry of the
Department of Chemistry at Kentucky. Dr.
Lodder received his B.S. degree cum laude
Robert A. Lodder, 48/ Director since
in Natural Science in 1981, and his M.S. in
Jr. 2005/ Expires 2009
Chemistry in 1983 from Xavier University,
Cincinnati, Ohio. He received his Ph.D. in
Analytical Chemistry in 1988 from Indiana
University. He was a founder of InfraReDx,
Inc. in 1998 and Prescient Medical, Inc. in
2004. Neither of these companies are
public, and they do not engage in business
with Spherix. He is not now, nor has he
been for the past five years, a director of a
public, for-profit company other than
Spherix.
Dr. Robert J. Vander Zanden, Spherix
Incorporated Board Member since 2004,
having served in two Vice President
positions with Kraft Foods International,
brings a long and distinguished career in
technical and business aspects of the food
science industry to Spherix. Dr. Vander
Zanden holds a Ph.D. in Food Science from
Kansas State University, and an M.S. and
B.S. in Chemistry, the latter from the
University of Wisconsin – Platteville, where
he was named a Distinguished Alumnus in
2002. In his 30-year career, he has been
Robert J. Vander 62/ Director since with ITT Baking Company as a Product
Zanden 2004/ Expires 2009 Development Scientist, with Ralston Purina
as Manager Dietary Foods R&D, with
Keebler as Group Director, Product and
Process Development, with Group
Gamesa, a Frito-Lay Company, as Vice
President, Technology, with Nabisco, as
Vice President of R&D for their International
Division and with the acquisition of Nabisco
by Kraft Foods, he became the Vice
President of R&D for Kraft‘s Latin American
Division. Dr. Vander Zanden retired from
Kraft Foods in 2004. He currently holds the
title of Adjunct Professor and Lecturer in
the Department of Food Science and
Human Nutrition at Clemson University,
The Audit Committee members during this time period were Mr. Brown, Chair; Mr. Cox, and Mr. George Creel.
The Compensation Committee members during this time period were Dr. Vander Zanden, Chair; Mr. Cox, and Mr. Creel.
The Executive Committee members during this time period were Mr. Cox, Chair; Dr. Kruger, and Dr. Lodder.
The Nominating Committee members during this time period were Mr. Creel, Chair; Dr. Lodder, and Dr. Vander Zanden.
SEVERN BANCORP, INC.
1919 A West Street
Annapolis, Maryland 21401
www.severnbank.com
(410) 268-4554
Number
Public Number Last
of Names of
or of Age/Term/Expiration Background Information Board Compensation Updated/
Female Directors
Private Directors Source
Directors
Alan J. Hyatt has been Chairman of
the Board and President of Severn
Savings Bank, FSB (the ―Bank‖), a
subsidiary of the Company, since Effective January 1, 2008,
1982, having previously served as an the non-employee directors
officer and director since 1978. He are entitled to receive
has also served as the Chairman of $2,300 per attended
the Board and President of the meeting, with the Vice-
Company since 1990. Mr. Hyatt has Chairman receiving $5,500
53/ Director since 1982/
Public 9 0 Alan J. Hyatt been a partner in the law firm of per attended meeting. In 2008 Proxy
Expires 2009
Hyatt, Peters & Weber, addition, each committee
LLP, in Annapolis, Maryland since member will receive the
1978, and is a real estate broker with following: $300 per
Arundel Realty Services, LLC, also in Compliance Committee
Annapolis, Maryland. Mr. Hyatt meeting; $625 per Cash
spends approximately 50% of his Audit Committee meeting;
professional time on the affairs of the $880 per Compensation
Bank and the Company and the Committee meeting; $800
balance on his law practice. per Corporate Governance
Committee meeting; and
$880 per Audit and
Examining Committee
meeting. The Chairman of
the committees will receive
a fee of up to $270 per
committee meeting. The
Board members receive no
additional compensation for
acting as the Nominating
Committee.
Compliance Committee
meeting; $625 per Cash
Audit Committee meeting;
$880 per Compensation
Committee meeting; $800
per Corporate Governance
Committee meeting; and
Melvin E. Meekins, Jr. joined the $880 per Audit and
Bank as a director and Executive Examining Committee
Vice President in April 1983, and he meeting. The Chairman of
serves in the same capacity for the the committees will receive
Company. Mr. Meekins is the Bank‘s a fee of up to $270 per
Principal Operating Officer. Mr. committee meeting. The
Melvin E. 66/Director since 1983/ Meekins has been employed in the Board members receive no
Meekins, Jr. Expires 2009 savings and loan industry since additional compensation for
1962. He is a graduate of the acting as the Nominating
Institution of Financial Education‘s Committee.
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 been the
Louis 85/ Director since 1946/
owner/operator of the Motel Carlton
DiPasquale, Jr. Expires 2009
in Baltimore, Maryland since 1964.
Mr. DiPasquale served as
Secretary/Treasurer of the Bank
from 1964 to 1978.
Keith Stock served as a Director of
the Bank and the Company from
April 1990 to December 1993, and
was re-elected in 2003. Mr. Stock
has served as President of
MasterCard Advisors, LLC, a
55/ Director since 1990/ MasterCard International business
Keith Stock
Expires 2009 since 2004. Previously he served in
management positions with
consulting firms CapGemini Ernst &
Young, AT Kearney and McKinsey &
Co., as well as Chairman and Chief
Executive Officer of First Financial
Investors, Inc. and its bank holding
company, St. Louis Bank, FSB.
S. Scott Kirkley has been a director
and Secretary/Treasurer of the Bank
since 1980 and Senior Vice
President since 1989. He has served
55/ Director since 1980/ in the same capacities for the
S. Scott Kirkley
Expires 2010 Company since 1990. Mr. Kirkley
has been employed by the Bank on a
full-time basis since 1987 and has
primary responsibility for the Bank‘s
residential loan operations.
Albert W. Shields was elected as a
director of the Company and the
Bank in December 2003. He is
presently the Vice President of Sales
for the Northeast Region of HD
Builder Solutions Group. He was the
Chief Executive Officer of Floors,
Albert W. 63/ Director since 2003/ Inc. from 1986 until 2002 when the
Shields Expires 2010 company was sold to The Home
Depot. Mr. Shields has been
involved in the real estate and
development market, and the
building supply industry for the past
35 years. Mr. Shields earned a
degree in Commerce and Tariff
Laws from Humboldt University.
Melvin Hyatt has been a director of
the Company since its inception and
a director of the Bank since 1978. He
is a retired restaurant owner and was
75/ Director since 1978/
Melvin Hyatt formerly employed by the Housing
Expires 2010
Authority of the City of Annapolis,
Maryland. Mr. Hyatt is the uncle of
Alan J. Hyatt and the brother of Louis
Hyatt.
Ronald P. Pennington has been a
director of the Company since its
inception and a director of Severn
Savings Bank, FSB, a subsidiary of
Ronald P. 68/ Director since 1980/
the Company, since 1980. Mr.
Pennington Expires 2011
Pennington has owned and operated
an independent tool distributorship
since 1985, and now is a retired
investor.
T. Theodore Schultz has been a
director of the Company since its
inception and a director of the Bank
T. Theodore 68/ Director since 1986/ since 1986. Mr. Schultz is self -
Schultz Expires 2011 employed and owns Schultz and
Company, Inc. He is an enrolled
agent, accredited tax advisor with an
accounting and tax practice in the
Annapolis, Maryland area since 1971.
The Bank‘s Corporate Governance Committee consists of Louis DiPasquale, Jr.; Ronald Pennington; T.
Theodore Schultz; Albert W. Shields; and Keith Stock.
The Board has determined that the following directors are independent and make up the Nominating
Committee: Louis DiPasquale, Jr.; Melvin Hyatt; Ronald Pennington; T. Theodore Schultz; Albert W. Shields;
The Bank‘s Compensation Committee consists of: Louis DiPasquale, Jr.; Melvin Hyatt; Ronald Pennington; T.
Theodore Schultz; Albert W. Shields; and Keith Stock.
T. Theodore Schultz, Chairman, Ronald Pennington, Keith Stock and Albert W. Shields serve as the
Company ‘s Audit
Committee.
Tessco Technologies, Inc.
11126 McCormick Road,
Hunt Valley, MD 21031
1-800-508-5444
www.tessco.com
Number
Number
Public or of Names of
of Age/Term/Expiration Business Background Information Board Compensation Source
Private Female Directors
Directors
Directors
He has served as President and CEO
of the Company since founding the
In consideration for services
business in its current form, in 1982;
Robert B. 64/Director since 1982/ on the Board, each non-
Public 7 0 he has been a director of the 2008 Proxy
Barnhill, Jr. Expiring in 2011 employee director of the
Company since 1982, and has been
Company is paid $25,000
Chairman of the Board since
per fiscal year plus $2,500
November 1993.
for each meeting of the
Since July 2002, he has served as a Board and $1,000 for each
venture partner with Oak Investment meeting of a Committee of
Partners, a venture capital firm; he the Board that he or she
serves on the Boards of iPass, Inc. attends. The table below
(Nasdaq: IPAS), Fiber Tower, STSN does not include
and Aventail, Inc. He is also on the reimbursements for
advisory board of Data Return. From reasonable out-of-pocket
56/Director since
John D. Beletic August 1994 until December 2001, he expenses incurred in
1999/Expiring in 2009
served as Chairman and CEO of connection with attendance
WebLink Wireless, Inc. WebLink at Board or Committee
Wireless, Inc. filed for voluntary meetings. Non-management
bankruptcy protection in May 2001; directors are also eligible to
prior to 2001, he was President and receive Performance Stock
CEO of Tigon which was acquired by Units.
Ameritech.
He is the George S. Craft Professor of
Business Administration for Decision
and Information Analysis at the
Goizueta Business School of Emory
University. He was named Hewlett
Fellow at the Carter Center in 1995;
prior to arriving at the Goizueta
Benn R. 57/Director since
Business School, he was on the
Konsynski, Ph.D. 1993/Expiring in 2011
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
60/Director since media and managing editor of LIFE
Daniel Okrent
2004/Expiring in 2009 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
61/ Nominee/ Expires President, Mr. Baitler served as Mid-
Jay G. Baitler
2010 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
Dennis J. 61/Director since CEO of CRI International, an
Shaughnessy 1989/Expires in 2010 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.
Morton F. 60/Director since He and New Standard Corporation
Zifferer, Jr. 1993/Expiring in 2009 have partnered with several Fortune
500 companies globally to implement
and execute lean manufacturing
techniques and practices.
Audit Committee: Benn R Konsynski, Jay G. Baitler, and Morton F. Zifferer.
Compensation Committee: Morton F Zifferer, John D. Beletic, Dennis J. Shaughness, and Jay G. Baitler.
Nominating Committee: Benn R. Konsynski, Dennis J. Shaughnessy, Daniel Okrent.
Telkonet, Inc.
20374 Seneca Meadows Parkway
Germantown, Maryland 20876-7004
240-912-1800
http://www.telkonet.com/
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
WARREN V. MUSSER, Chairman of the
Board of Directors, has taken over 50
companies public during his distinguished
and successful career as an entrepreneur,
and is the founder and Chairman Emeritus
of Safeguard Scientifics, Inc. (a high-tech
Telkonet reimburses non-
venture capital company, formerly
management directors for
Safeguard Industries, Inc.). Mr. Musser is
costs and expenses in
currently the Managing Director, The
connection with their
Musser Group (a business consulting firm)
attendance and participation
and Founder & President, Musser and
at Board of Directors meetings
Company, Inc. (an investment banking
and for other travel expenses
firm). In addition, Mr. Musser is a Director
Warren V. 80/Director since incurred on Telkonet‘s behalf.
Public 5 0 of Internet Capital Group, Inc. (a business- 2008 Proxy
Musser 2003/Expires in 2009 Telkonet compensates each
to-business venture capital company), and
non-management director
is a Director and Vice Chairman of
$4,000 per month, 10,000
Nutri/System, Inc. (a weight management
vested stock options per
company) and Co-Chairman of Eastern
quarter and $1,000 for each
Technology Council (a business advisory
committee meeting of the
firm). Mr. Musser serves on a variety of
Board of Directors such
civic, educational and charitable boards of
director attends.
directors, and serves as vice president of
development, Cradle of Liberty Council,
Boy Scouts of America; vice chairman of
The Eastern Technology Council; and
chairman of the Pennsylvania Partnership
on Economic Education.
ANTHONY J. PAONI has been a faculty
member at Northwestern University‘s
Kellogg School of Management since 1996.
Previously, he spent 28 years in the
information technology industry with market
leading organizations that provided
computer hardware, software and
consulting services. For the first 15 years of
his career, Professor Paoni managed sales
and marketing organizations and in the
later stages of his career he moved into
general management positions starting with
PANSOPHIC Systems Incorporated. This
Anthony J. 63/ Director since Lisle, Illinois based firm was the world‘s fifth
Paoni 2007/ Expires 2009 largest international software company prior
to its acquisition by Computer Associates,
Incorporated. Subsequently, he became
chief operating officer of Cross Access, a
venture capital funded software firm that
provided industry-leading solutions to the
heterogeneous database connectivity
market segment. In addition, he has been
president of two wholly-owned U.S.
subsidiaries of Ricardo Consulting, a U.K.-
based international engineering consulting
firm focused on computer based
automotive powertrain design. Prior to
joining the Kellogg faculty, Professor Paoni
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
Thomas C. 65/Director since subsidiary. After a 31-year career of naval
Lynch 2003/Expires in 2009 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
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
67/Director since 1976 through 1978, Blumenfeld lived in
Seth Blumenfeld Japan. Blumenfeld‘s involvement on
2005/Expires in 2009
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
DR. THOMAS M. HALL, Director, is the
Managing Member of Marrell Enterprises
LLC (a company that specializes in
international business development). Dr.
Hall serves on the board of directors of
Coris International SA (a Paris-based
insurance services company with
subsidiaries in 36 countries). For 12 years
Dr. Thomas M. 55/Director since (until 2002), Dr. Hall was the Chief
Hall 2004/Expires in 2009 Executive Officer of Medical Advisory
Systems, Inc. (a company providing
international medical services and
pharmaceutical distribution). Dr. Hall holds
a bachelor of science and a medical degree
from the George Washington University
and a master of international management
degree from the University of Maryland.
Audit Committee: Messrs. Paoni, Lynch and Dr. Hall
Compensation Committee: Dr. Hall, Lynch and Paoni
The company does not have a standing Nominating Committee
T. Rowe Price Group, Inc.
100 East Pratt Street
Baltimore, Maryland 21202 410-
345-2000 www.troweprice.com
Number
Number
Public or of Names of
of Age/Term/Expiration Background Information Board Compensation Source
Private Female Directors
Directors
Directors
The managing director - Mid
Atlantic, Ballantrae International,
Ltd., a management consulting
firm, since 1999. Mr. Brady is a
director of Aether Systems, Inc.,
an owner and manager of
mortgage securities and In addition to the stock option
67/Director since 2003/ grants, non-employee directors
Public 9 1 James T. Brady government agency 2008 Proxy
Expires 2009 receive the following: • An
investments; Constellation
Energy Group, a diversified annual retainer of $75,000;
energy company; and • A fee of $1,500 for each
McCormick & Company, Inc., a committee meeting attended; •
manufacturer, A fee of $10,000 and $5,000,
marketer, and distributor of for the Chairman of the Audit
spices and seasonings. Committee and each Audit
Committee member,
Edward C. 52/Director 1999/ Vice President since 1989, and respectively; • A fee of $5,000
Bernard Expires 2009 an employee since 1988. for both the Chairman of the
Executive Compensation
President of Corporate Committee and the Chairman
Development Services, LLC, a of the Nominating and
commercial real estate Corporate Governance
developer which is a subsidiary Committee; • Directors and all
63/Director since 2004/ of Corporate Office Properties employees of Price Group and
Dwight S. Taylor
Expires 2009 Trust. Mr. Taylor also is a its related affiliates are eligible
director of MICROS Systems, to direct our sponsored T.
Inc., a provider of information Rowe Price Associates
technology for the hospitality and Foundation, Inc. to match
retail industry. personal gifts up to an annual
limit to qualified charitable
organizations. For 2007, non-
employee directors were
eligible to have up to $7,500
matched.
employees of Price Group and
its related affiliates are eligible
to direct our sponsored T.
Rowe Price Associates
Foundation, Inc. to match
personal gifts up to an annual
Immediate past president of the limit to qualified charitable
Federal Reserve Bank of organizations. For 2007, non-
Richmond from which he retired employee directors were
in August 2004. Mr. Broaddus eligible to have up to $7,500
also is a director of Albemarle matched.
68/Director since 2004/
J. Alfred Broaddus Corporation, a manufacturer of
Expires 2009
specialty chemicals; Markel
Corporation, a specialty insurer;
and Owens & Minor, Inc., a
distributor of medical and
surgical supplies.
Managing general partner of
ABS Capital Partners, a private
equity firm, since 1993. He
Donald B. Hebb, 64/Director since 1999/ serves as a director of SBA
Jr. Expires 2009 Communications Corporation, an
owner and operator of wireless
communications infrastructure in
the United States.
Dean of The Johns Hopkins
University Bloomberg School of
Public Health and a professor of
Epidemiology, Ophthalmology,
65/Director since 2003/
Dr. Alfred Sommer and International Health at the
Expires 2009
school. Dr. Sommer also is a
director of Becton Dickinson and
Company, a medical technology
company.
A partner in the law firm of
McGuireWoods LLP, and is a
director of Albemarle
Anne Marie 61/Director since 1995/
Corporation, a manufacturer of
Whittemore Expires 2009
specialty chemicals, and Owens
& Minor, Inc., a distributor of
medical and surgical supplies.
The chief investment officer
since 2004, a vice president
since 1985, and an employee
52/Director since 1997/
Brian C. Rogers since 1982. He is a member of
Expires 2009
the Executive Committee and is
the president of three Price
funds.
The director of the Equity
Division of Price Associates
since 1997, a vice president
James A.C. 54/Director since 1996/
since 1981, and an employee
Kennedy Expires 2009
since 1978. He is a director or
trustee of 23 of the
Price funds.
The Executive Committee consists of Mr. Kennedy, Mr. Rogers and Ms. Whittemore.
The Audit Committee consists of Messrs. Brady, Broaddus, and Taylor.
The Compensation Committee consists of Messrs. Hebb, Brady, Broaddus, and Taylor, Dr. Sommer, and Ms. Whittemore.
TeleCommunication Systems, Inc.
275 West Street
Annapolis, MD 21401
410-263-7616
www.telecomsys.com
Number
Number
Public or of Names of
of Age/Term/Expiration Business Background Information Board Compensation Source
Private Female Directors
Directors
Directors
Mr. Latham has been a partner at the
law firm of Davis Wright Tremaine
since July 2004. From 2000 until
2004, he was a senior partner at the
law firm of Holland & Knight. From
1992 to 2000, Mr. Latham was a
partner at the law firm of Shaw
Pittman Potts & Trowbridge. From For 2007, Directors who
1986 to 1992, Mr. Latham was a are not employees of TCS
managing partner of the Virginia (that is, all directors except
office of the law firm Reed, Smith, for Mr. Tosé) were paid an
Shaw and McClay. From 1981-1986, annual retainer of $10,000,
Mr. Latham was the Vice President and fee of $1,500 for each
and General Counsel of Sterling Board meeting and $1,000
Systems Inc., a software company for each Committee
61/ Director since that was acquired by Planning meeting in which the
Public 6 0 Weldon H. Latham 2008 Proxy
1999/ Expires 2009 Research Corporation (PRC). Mr. director participated. The
Latham was appointed Executive Chairman of the Audit
Assistant and Counsel to the PRC Committee was paid an
Chairman and CEO. From 1979 to additional annual retainer
1981, Mr. Latham served as General of $9,000, and the
Deputy Assistant Secretary, U.S. Chairman of the
Department of Housing and Urban Compensation Committee
Development and previously served was paid an additional
as Assistant General Counsel, annual retainer of $4,500.
Executive Office of the President
(OMB) from 1973 to 1976. Mr.
Latham holds a B.A. degree in
Business Administration from Howard
University, a J.D. degree from
Georgetown University Law Center,
and an executive management
certificate from the Amos Tuck
Mr. Marchant has been the Executive
Vice President, General Counsel and
Chief Administrative Officer of Black
Entertainment Television, Inc. (BET)
since 1997. Prior to joining BET, Mr.
Marchant was a partner in the law
firm Patton Boggs, LLP. From 1995 to
1996, Mr. Marchant was TCS‘ Senior
Vice President and General Counsel.
Additional positions that Mr. Marchant
has held include Senior Legal Advisor
to an FCC Commissioner and an
attorney with the law firm Sidley &
Austin. Mr. Marchant also serves on
50/ Director since / the Board of Directors of Public
Byron F. Marchant
Expires 2009 Education Network, Cable Positive,
DC Chamber of Commerce and
BET.com, LLC. the Executive
Committee of the Federal
Communications Bar Association
Foundation, and the Northern Virginia
Business Roundtable. The Governor
of Virginia appointed Mr. Marchant to
the Board of Visitors of George
Mason University for a four-year term
that began in the Fall of 2003. Mr.
Marchant holds a B.S. degree from
the U.S. Naval Academy and a J.D.
degree from the University of Virginia
Law School.
He is currently Chairman of R&D2
LLC, a company engaged in helping
early stage companies commercialize
their intellectual property assets. In
1998, Mr. Kozak founded and was the
Chief Executive Officer and Chairman
of the Board of Directors of 1eEurope,
Ltd., formerly Galileo
Communications, Ltd., a portfolio of
companies focused on providing
integrated e-business solutions to mid
and large-size companies throughout
Europe. From 1993 to 1997, Mr.
Kozak was a co-founder and the
President, Chief Executive Officer
62/ Director since and member of the Board of Directors
Richard A. Kozak
1999/ Expires 2011 of American Communications
Services, Inc., which became e.spire
Communications, Inc. Prior to forming
American Communications Services,
Inc. in 1993, Mr. Kozak was the
President of the Southern Division of
MFS Communications, which was
acquired by MCI WorldCom. From
1986 through 1989, Mr. Kozak was
Vice President and General Manager
of Global Messaging Services for
GTE Telenet, now part of Sprint
International. He holds a B.S. degree
in Engineering from Brown University
and an M.B.A. in Finance from The
George Washington University
School of Government and Business
Maurice B. Tosé founded
TeleCommunication Systems (TCS)
in 1987 and has been a director and
Chairman of the Board of Directors
since then. Prior to founding TCS, Mr.
Tosé was the Director of Department
of Defense Programs for Techmatics,
Inc., headquartered in Silver Spring,
Maryland. He was recognized in each
51/ Director since
Maurice B. Tosé of the past three years as one of the
1987/ Expires 2010
Country‘s Top Black Technology
Entrepreneurs by Career
Communications Group, Inc. He
currently is a Commander in the U.S.
Navy Reserves and serves on the
Board of Directors of the U.S. Naval
Academy Foundation. Mr. Tosé holds
a B.S. degree in Operations Analysis
from the U.S. Naval Academy.
He is the Chairman of the Board of
Citel, a company focused on enabling
enterprise IP telephony with existing
PBX infrustructure. Mr. Heintzelman
was the Chairman of the Board of
Optelecom, Inc. from February 2000
to June 2003, also serving as the
interim President and Chief Executive
Officer during 2002. Prior to joining
Optelecom, Mr. Heintzelman was the
President of Net2000
Communications, from November
1999 to May 2001. From December
1998 to November 1999, Mr.
Clyde A. 69/ Director since
Heintzelman was the President and
Heintzelman 1999/ Expires 2011
Chief Executive Officer of SAVVIS
Communications Corporation, a
networking and Internet solutions
company. From 1995 to 1998, Mr.
Heintzelman was the President and
Chief Operating Officer of DIGEX,
Inc. Prior to joining DIGEX, Inc., Mr.
Heintzelman was a General Manager
for Bell Atlantic. Mr. Heintzelman also
serves on the Board of Directors of
SAVVIS Communications Corporation
and ITC Deltacom. Mr. Heintzelman
holds a B.A. degree in Marketing from
the University of Delaware.
Mr. Bethmann is a Vice Chairman of
Highland Partners, a retained
executive search firm, and is Global
Leader of the Technology/IT Services
and Industrial sectors. Prior to joining
Highland Partners, Mr. Bethmann
was Managing Director and co-led
Korn/Ferry International‘s Advanced
Technology practice in North
America, and established and led the
firm‘s software and emerging
technologies practice. Before joining
Korn/Ferry, Mr. Bethmann led the
James M. 53/ Director since / Southwest Technology Practice of
Bethmann Expires 2010 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
Number
Public Number Last
of Names of
or of Age/Term/Expiration Background Information Board Compensation Updated/
Female Directors
Private Directors Source
Directors
Mr. Hammond has served as the
Chief Financial Officer of the
American Beverage Association and
previously held various financial
management positions with the Cash Compensation: For 2006,
Association dating back to the Director Program consisted
December 1984. Mr. Hammond also of the following cash
serves as a member of the Board of components: (i) an annual
Mark N. 48/ Director since 1996/
Public 5 0 Trustees of Limestone College. He is payment of $25,000, payable 2007 Proxy
Hammond Expires 2009
a Certified Public Accountant with quarterly in advance; (ii) $1,500
approximately 26 years of public for each Board meeting
accounting experience. Mr. attended in person; and (iii)
Hammond has a Bachelor of $750 for each Committee
Science degree in Accounting from meeting attended in person, if
Limestone College and is a member held on a day other than the day
of several professional accounting of either a regularly scheduled
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
attended in person; and (iii)
$750 for each Committee
meeting attended in person, if
held on a day other than the day
of either a regularly scheduled
Board meeting or other
Mr. Yount has served as Principal Committee meeting. The
and Chief Financial Officer of Mid- Chairman of the Board received
Atlantic Venture Funds, a $1,875 for each month of such
partnership consisting of four venture service, payable monthly in
capital funds investing in growing advance. Additionally, the
businesses located in the Mid- Chairman of each Committee
Atlantic. From October 1998 until received $1,875 per quarter,
joining Mid-Atlantic, Mr. Yount payable quarterly in advance.
served in various executive positions No additional fees are paid for
with Advanced TelCom Group, a attendance at any Board or
provider of integrated telephone Committee meetings. Beginning
services. Mr. Yount has also served in May 2006, the Board
in various senior financial positions eliminated the payment of any
with a number of technology and Board compensation to
Donald C. 46/ Director since 2005/ communications companies. He is a directors who are not
Yount, Jr. Expires 2009 Certified Public Accountant and independent. Stock and Option
started his career in public Grants: Under the current
accounting. Mr. Yount has both a Director Program, upon their
Master of Business Administration initial election to the Board by
degree and a Bachelor of Science the Company‘s stockholders,
degree in Business Administration independent directors receive a
from the University of North Carolina grant of options exercisable for
at Chapel Hill. 25,000 shares of Common
Since December 2005, Mr. Yount Stock, priced at the closing
has served as a member of the trading price on the date of the
Company‘s Board of Directors. annual meeting.
Previously, he served on the Board
of Directors of Safety Tech
International, Inc., a private company
which TVI acquired by merger in
November 2005. The agreement and
He is the Chairman of F&H 2, Inc., a
consulting business that he formed
in 1992 to develop strategies for
predicting emerging space, air
attack, reconnaissance and weapons
requirements in a changing political,
budgetary and technological
environment. From 1988 to 1992
General Hughes was a Senior Vice
President of Betac Corporation, an
information systems consulting
company offering design,
engineering, development,
integration, testing and life cycle
support services to a host of military
Harley A. 71/ Director since 2004/ services and law enforcement
Hughes Expires 2010 agencies. During the first Bush
administration, General Hughes
served as both deputy chief of staff
for plans and operations,
Headquarters U.S. Air Force, and
the Air Force operations deputy to
the Joint Chiefs of Staff,
Washington, D.C. During the
Vietnam conflict, General Hughes
served as a command pilot logging
over 5,000 flying hours and 225
combat missions in Southeast Asia,
with numerous military decorations
and awards. General Hughes serves
as a member of the proxy board of
Pinkerton Government Services,
Inc., and as a director of Aviation
Mr. O‘Connell has served as the
Chief Executive Officer, President
and as a member of the Board of
Directors of GeoEye, Inc. and its
predecessor, formerly known as
ORBIMAGE, Inc., a publicly held
company which is a leading provider
of global space-based imagery of the
earth. Mr. O‘Connell has over 20
years of experience in
communications management and
finance. Prior to joining GeoEye, Mr.
O‘Connell was a managing director
at Crest Advisors, a New York-based
private investment bank that advises
Matthew M. 54/ Director since 2005/ and invests in middle-market
O'Connell Expires 2008 companies, especially in the media
and communications industries. Prior
to joining Crest, Mr. O‘Connell was
Senior Vice President, Legal and
Business Affairs for Sony Worldwide
Networks, a division of Sony
Corporation specializing in radio and
Internet programming. Before
working at Sony, he served as
Senior Vice President and General
Counsel of Osborn Communications
Corporation, a publicly-traded radio
and television station operator. Prior
to his tenure at Osborn, Mr.
O‘Connell was the Assistant General
Counsel at Cablevision Systems
Corporation, where he was
Since 1996, Mr. Parchman has
served as a co-founder and partner
of Parchman, Vaughan & Company,
L.L.C., a Baltimore-based investment
banking firm providing investment
banking services to the education
and training industries and related
businesses. From 1990 to 1996,
prior to founding Parchman,
Vaughan, Mr. Parchman managed
the investment banking business of
Ferris, Baker Watts, Incorporated,
the largest full-service investment
banking firm headquartered in
Washington, D.C., and served on its
Todd L. 52/ Director since 2005/ Board of Directors. Mr. Parchman
Parchman Expires 2008 started his career in 1975 as a
corporate banker in the First National
Bank of Chicago‘s First Scholar
program. In 1979, he joined Norwest
Corporation in Minneapolis and
ultimately became Senior Vice
President and Managing Officer of its
Norwest Energy Finance unit. In
1985, he founded Signet Investment
Banking Company and served as its
Senior Managing Director. Mr.
Parchman has served on a number
of non-profit and corporate boards in
his 30 year career. Mr. Parchman
has taught graduatelevel courses in
finance and negotiation at Johns
Hopkins University and St. Thomas
Audit Committee: Todd L. Parchman (Chair), Mark N. Hammond and Matthew M. O‘Connell
Compensation Committee: Matthew M. O‘Connell (Chair), Mark N. Hammond and Todd L. Parchman All of the
members are outside directors who are not officers or employees of the Company and satisfy the independence
requirements of the NASDAQ Stock Market. General Hughes served as Chair of the Committee until April 18,
2007 when he was appointed Interim President and Chief Executive Officer.
Corporate Governance: Mark N. Hammond (Chair), Todd L. Parchman and Matthew M. O‘Connell
Under Amour, Inc.
1020 Hull Street, 3rd Floor
Baltimore, Maryland 21230
www.underamour.com (617)
587-8905
Public Number Number Last
of Names of
or of Age/Term/Expiration Background Information Board Compensation Updated/
Female Directors
Private Directors Source
Director
Kevin A. Plank has been our President, Annual Retainer for each
Chief Executive Officer and Chairman of the Director $20,000. Each
Board of Directors since our inception. Mr. Board or Committee meeting
35/ Director since inception/
Public 7 0 Kevin A. Plank Plank also is a member of the Board of attended $1,000 if attended 2008 Proxy
Expires 2009
Trustees of the University of Maryland. Mr. in person
Plank‘s brother is J. Scott Plank, our Senior $500 if attended by
Vice President of Retail. telephone. Annual Retainer
Since 1985, Mr. Adams has been a for Committee Chair. Audit
managing director of Rosewood Capital, Committee $10,000
Byron K. Adams, 53/ Director since 2003/
LLC, a private equity firm that, through its Compensation Committee
Jr. Expires 2009
affiliates, the Rosewood entities, has been $7,500. ominating and
one of our significant investors. Corporate Governance
Mr. Coltharp is currently Executive Vice
President and Chief Financial Officer of
Saks Incorporated, where he has worked
since 1996. Saks Incorporated announced
on May 9, 2005 that its audit committee had
concluded an internal investigation into
alleged improper collections of vendor
markdown allowances. Saks stated that Mr.
Coltharp was found to have no culpability
with respect to the subject matter of the
investigation but was relieved of
responsibilities for accounting and financial
Douglas E. 46/ Director since 2004/
reporting matters. Saks also announced that
Coltharp Expires 2009
the SEC and the U.S. Attorney for the
Southern District of New York are
investigating these matters, and that
shareholder derivative suits have been filed
in respect thereof against the directors and
several executive officers of Saks, including
Mr. Coltharp. Mr. Coltharp is serving on the
board of Stratus Technologies, Inc. and as a
member of its audit committee. Mr. Coltharp
is also currently serving on the board of Ares
Capital Corp., and as a member of its audit
and nomination committees.
Mr. Krongard served as Executive Director
of the Central Intelligence Agency from 2001
to 2004 and as counselor to the director of
the Central Intelligence Agency from 2000 to
2001. Mr. Krongard previously served in
various capacities at Alex.Brown,
Incorporated, including as Chief Executive
Officer and Chairman of the Board. Upon
71/ Director since 2005/ the merger of Alex.Brown with Bankers
A.B. Krongard
Expires 2009 Trust Corporation in September 1997, Mr.
Krongard became Vice Chairman of the
Board of Bankers Trust and served in such
capacity until joining the Central Intelligence
Agency in 2001. Mr. Krongard currently
serves as a non-executive Chairman of the
Board of Directors of PHH Corp., is the
chairman of its executive and corporate
governance committees and is a member of
its compensation committee. Mr. Krongard
is also currently serving on the board of the
law firm DLA Piper Rudnick Gray Carey.
Mr. McDermott is the President and Chief
Executive Officer of SAP Americas, a
business software company that provides
collaborative business solutions to
companies of all sizes, and a Corporate
Officer of SAP AG, SAP Americas‘ parent
William R. 46/ Director since 2005/
company. Prior to joining SAP in 2002, Mr.
McDermott Expires 2009
McDermott served as Executive Vice
President of Worldwide Sales Operations at
Siebel Systems from 2001 to 2002, and
President of Gartner, Inc. from 2000 to
2001. Mr. McDermott is also a member of
the Advisory Board for Villanova University.
Prior to the acquisition of Nautica
Enterprises, Inc. by VF Corporation in
September 2003, Mr. Sanders had been
Chairman of the Board of Directors since
1993 and served as President and Chief
58/ Director since 2004/ Executive Officer of Nautica Enterprises,
Harvey L. Sanders
Expires 2009 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
61/ Director since 2001/
Thomas J. Sippel worked since 1977, specializing in
Expires 2009
corporation and company formation and
representation of businesses.
Audit Committee: Byron K. Adams, Jr., A.B. Krongard (Chair), Douglas E. Coltharp
Compensation Committee: Byron K. Adams, Jr., William R. McDermott, Harvey L. Sanders (Chair).
Nominating Committee: Douglas E. Coltharp, William R. McDermott (Chair), Harvey L. Sanders
USEC Inc.
Two Democracy Center
6903 Rockledge Drive
Bethesda, Maryland 20817
www.usec.com (301) 564-3200
Number
Number Last
Public or of
of Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private Female
Directors Source
Directors
Mr. Mellor retired in 1997 as
Chairman and Chief Executive
Officer of General Dynamics
Corporation, a company engaged in
shipbuilding and marine systems,
land and amphibious combat
systems, information systems, and
business and business aviation
businesses, a position he held since
1994. Prior to assuming that
77/ Director since 1998/
Public 10 1 James R. Mellor position, Mr. Mellor was President During the 2007 — 2008 2008 Proxy
Expires 2009
and Chief Executive Officer from term and in future years,
1993 to 1994 and was previously non-employee directors
President and Chief Operating receive an annual retainer
Officer of General Dynamics. Mr. of $180,000, consisting of
Mellor served as interim President $80,000 in cash and
and Chief Executive Officer of the restricted stock units with a
Company from December 2004 to value of $100,000 under the
October 2005. Mr. Mellor also serves USEC Inc. 1999 Equity
on the Board of Trustees of the Incentive Plan. These
Scripps Research Institute. restricted stock units will
vest on the first to occur of:
(1) one year from the date
of grant; (2) termination of
the director‘s service by
reason of retirement, death
or disability; or (3) change in
control. No separate
meeting fees are paid. The
chairman of the Audit,
Finance and Corporate
Responsibility Committee
receives an annual
$80,000 in cash and
restricted stock units with a
value of $100,000 under the
USEC Inc. 1999 Equity
Incentive Plan. These
restricted stock units will
vest on the first to occur of:
Mr. Armacost is a Walter H.
(1) one year from the date
Shorenstein distinguished fellow and
of grant; (2) termination of
visiting professor in the Asia/Pacific
the director‘s service by
Research Center at Stanford
reason of retirement, death
University. Mr. Armacost served as
or disability; or (3) change in
President and a Trustee of The
control. No separate
Brookings Institution from 1995 to
meeting fees are paid. The
Michael H. 70/ Director since 2002/ 2002. He served as Undersecretary
chairman of the Audit,
Armacost Expires 2009 of State for Political Affairs from
Finance and Corporate
1984 to 1989, as U.S. Ambassador
Responsibility Committee
to Japan from 1989 to 1993 and to
receives an annual
the Philippines from 1982 to 1984.
chairman‘s fee of $20,000
Mr. Armacost serves on the board of
in cash, the chairman of the
directors of AFLAC Inc.,Applied
Compensation Committee
Materials Inc., and Cargill,
receives an annual
Incorporated.
chairman‘s fee of $10,000
Dr. Brown is the President of the in cash, and the chairman
Fashion Institute of Technology of of each other committee
the State University of New York, a receives an annual
position she has held since 1998. chairman‘s fee of $7,500 in
From 1994 to 1997, Dr. Brown was a cash. Directors have the
professor of clinical psychology at option to receive their cash
the City University of New York, fees in restricted stock units.
where she previously held several
61/ Director since 1998/
Joyce F. Brown Vice Chancellor positions. From
Expires 2009
1993 to 1994, she served as the
Deputy Mayor for Public and
Community Affairs in the Office of
the Mayor of the City of New York.
Dr. Brown also serves on the board
of directors of Polo Ralph Lauren
Corporation and the PAXAR
Corporation.
Mr. Doyle is a consultant to and a
director of several for profit
companies and not for profit
organizations. From July 2002
through March 2003, he served as
Senior Vice President and Chief
Financial Officer of Foster Wheeler,
Inc. Prior to joining Foster Wheeler,
60/ Director since 2006/ Mr. Doyle was Executive Vice
Joseph T. Doyle
Expires 2009 President and Chief Financial Officer
of U.S. Office Products from 1998
through 2001, Chief Financial Officer
of Westinghouse Electric Company‘s
Industrial Group from 1996 through
1998, and Chief Financial Officer of
Allison Engine Company (now Rolls
Royce Allison) from 1994 through
1996.
Mr. Habermeyer retired in 2006 as
President and Chief Executive
Officer of Progress Energy Florida, a
subsidiary of Progress Energy, Inc.,
a diversified energy company. Mr.
Habermeyer joined Progress Energy
predecessor, Carolina Power & Light
in 1993 and served as Vice
President of Nuclear Services and
Environmental Support, Vice
H. William 65/ Director since 2008/ President of Nuclear Engineering,
Habermeyer Expires 2009 and Vice President of the Western
Region in North Carolina, before
assuming the role of President and
Chief Executive Officer of Progress
Energy Florida in 2000. Prior to that,
Mr. Habermeyer had a 28-year
career in the U.S. Navy, retiring as a
Rear Admiral. Mr. Habermeyer also
serves on the Board of Directors of
Raymond James Financial, Inc. and
Southern Company.
Mr. Hall retired in 1997 as Chairman
of the Board of Directors of Ashland,
Inc., a company engaged in road
construction, specialty chemicals,
lubricants, car-care products,
chemical and plastics distribution
and transportation fuels businesses,
75/ Director since 1998/ a position he held since 1981. Mr.
John R. Hall
Expires 2009 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.
Dr. Madia is a vice president at
Stanford University responsible for
oversight of the Stanford Linear
Accelerator Center, a U.S.
Department of Energy national
science lab. Dr. Madia retired in
2007 as Executive Vice President of
Laboratory Operations of the Battelle
Memorial Institute, a non-profit
independent research and
development organization, where he
60/ Director since 2008/ oversaw the management or co-
William J. Madia
Expires 2009 management of six Department of
Energy National Laboratories. Dr.
Madia served in that position since
1999 and prior to assuming that role,
he managed Battelle‘s global
environmental business, served as
president of Battelle Technology
International, director of Battelle‘s
Columbus Laboratories, and
corporate vice president and general
manager of Battelle‘s Project
Management Division.
Mr. Moore has been President and
Chief Executive Officer of the
American Forest and Paper
Association, the national trade
association of the forest, paper and
wood products industry, since 1995.
He was also President of the
International Council of Forest
68/ Director since 2001/
W. Henson Moore Product Associations from 2002 to
Expires 2009
2004. Mr. Moore was previously
Deputy Secretary of Energy from
1989 to 1992 and in 1992 became
Deputy Chief of Staff for President
George Bush. From 1975 to 1987 he
represented the Sixth Congressional
District of Louisiana in the U.S.
House of Representatives.
Mr. Paquette retired in 1997 as
Chairman and Chief Executive
Officer of PECO Energy Company, a
company engaged in the production,
purchase, transmission, distribution,
and sale of electricity and the
distribution and sale of natural gas, a
position he held since 1988. Before
Joseph F. Paquette, 73/ Director since 2001/
that, Mr. Paquette held positions with
Jr. Expires 2009
Consumers Power Company as
President, and Senior Vice President
and Chief Financial Officer, and with
Philadelphia Electric Company as
Chief Financial Officer. Mr. Paquette
also serves on the board of directors
of CMS Energy Corporation and the
Mercy Health System.
Mr. Welch has been President and
Chief Executive Officer since
October 2005. Prior to joining USEC,
he served as a consultant to several
government and corporate entities.
He was executive Vice President
and Group Executive, Marine
Systems at General Dynamics
Corporation from March 2002 to
March 2003, and Senior Vice
57/ Director since 2005/ President and Group Executive,
John K. Welch
Expires 2009 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.
Audit Committee: Michael H. Armacost, W. Henson Moore, Joseph F. Paquette, Jr. (Chair), Joseph T. Doyle
Compensation Committee: Joyce F. Brown, John R. Hall (Chair), Joseph T. Doyle, and H. William Habermeyer
Nominating Committee: John R. Hall, Michael H. Armacost (Chair), and Joyce F. Brown
Regulatory and Government Affairs Committee: James R. Mellor, William J. Madia, and W. Henson Moore (Chair)
Technology and Competition Committee: H. William Habermeyer, William J. Madia (Chair), and Joseph F. Paquette, Jr.
United Therapeutics Corp.
1110 Spring Street
Silver Spring, MD 20910
www.unither.com
(301) 608-9292
Number
Number Last
Public or of Names of Business Background
of Age/Term/Expiration Board Compensation Updated/
Private Female Directors Information
Directors Source
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
Board Membership $ 25,000.
Department of Biochemistry at the
Lead Director(1) $ 25,000.
University of Oxford. Professor
Committee Chairmanship(2):
Dwek has been serving in various
Audit Committee $ 20,000.
positions at the University of
Compensation Committee $
Oxford since 1966. In 1988,
15,000. Nominating and
Professor Dwek was the scientific
Raymond 64/ Director since 2002/ Governance Committee $
Public 8 0 founder of Oxford GlycoSciences 2008 Proxy
Dwek Expires 2011 10,000. Committee
PLC, which was publicly traded on
Membership(2): Audit
the London Stock Exchange and
Committee $ 10,000.
he served as a member of its
Compensation Committee $
Board of Directors until its sale in
7,500. Nominating and
2003. Professor Dwek and his
Governance Committee $
team at Oxford University are the
5,000
discoverers of United
Therapeutics‘ glycobiology
platform. He has served as a
United Therapeutics director since
2002.
Dr. Jeffs joined United
Therapeutics in September 1998
as Director of Research,
Development and Medical. Dr.
Jeffs was promoted to Vice
President of Research,
Development and Medical in July
2000, and to President and Chief
Operating Officer in January 2001.
Roger Jeffs, 44/ Director since 2002/
Prior to 1998, Dr. Jeffs worked at
Ph.D. Expires 2011
Amgen, Inc. as Manager of
Clinical Affairs and Associate
Director of Clinical Research from
1995 to 1998. Prior to Amgen, Dr.
Jeffs worked in the clinical
research group of Burroughs
Welcome Co. He has served as a
United Therapeutics director since
2002.
Professor Patusky was appointed
by the United Therapeutics Board
of Directors to serve as a Class III
director effective October 24,
2002. Professor Patusky is the
Executive Director and a member
of the faculty of the University of
Christopher
42/ Director since 2002/ Pennsylvania‘s Fels Institute of
Patusky, J.D.,
Expires 2011 Government where he has worked
M.G.A.
since January 2002. From 1995 to
2001, Professor Patusky practiced
law as a principal in the law firm,
Mahon Patusky Rothblatt &
Fisher, Chartered. He has served
as a United Therapeutics director
since 2002.
Mr. Causey has served as the
Principal of Causey Consortium, a
professional services organization
providing strategic planning and
marketing advice to the healthcare
industry since 2002. Previously,
Mr. Causey served as a senior
marketing officer in a variety of
health care and technology
companies. From 2001 to 2002,
Mr. Causey served as the Chief
Marketing Officer for Definity
Health Incorporated. From 1999 to
Christopher
43/ Director since 2003/ 2001, Mr. Causey served as the
Causey,
Expires 2010 Vice President for Marketing for
M.B.A.
DirectAg.com Incorporated. From
1997 to 1999, Mr. Causey served
as the Vice President for
Marketing for Allina Health System
Incorporated. Prior to 1997, Mr.
Causey served as the Director of
Marketing and Account
Management for Blue Cross and
Blue Shield of Minnesota. Mr.
Causey was elected a United
Therapeutics director at the 2003
Annual Meeting of Stockholders
and his term expires in 2007.
In 2002, Mr. Gray founded Core
Concepts, LLC, a strategic and
financial consulting firm and he
has continued to serve as its
managing member. Since 2004,
Mr. Gray has served as a director
of Earth Search Sciences, Inc., a
publicly traded company. From
September 2001 to May 2004, Mr.
Gray served as Director and
acting Chief Financial Officer of
Power3 Medical Products, Inc., a
publicly traded company. From
2003 to November 2004, Mr. Gray
had served as a director of Vertica
42/ Director since 2003/ Software, Inc., a publicly traded
R. Paul Gray
Expires 2010 company until the completion of a
merger transaction in November
2004. From 1999 to 2001, Mr.
Gray served as a Director and
Chief Financial Officer of
Millennium Health
Communications, Inc., a start-up
high technology company whose
select intellectual properties were
purchased and were operated by
Power3 Medical Products, Inc. In
2001 and until May 2002, Mr. Gray
also served as a Director and
Chief Financial Officer of Reli-
Communications, Inc., which
operated telecommunications
properties. Reli-Communications
Mr. Kurzweil is an inventor,
entrepreneur and author, and has
created several important
technologies in the artificial
intelligence field. He has received
the National Medal of Technology,
the MIT-Lemelson Prize, eleven
honorary doctorates and honors
from three U.S. Presidents. Mr.
Raymond 58/ Director since 2002/ Kurzweil was selected as a 2002
Kurzwiel Expires 2009 inductee into the National
Inventors Hall of Fame. Since
1995, Mr. Kurzweil has served as
the Chief Executive Officer of
Kurzweil Technologies, Inc., a
technology development firm. He
also serves as a member of the
board of directors of Inforte Corp.,
a publicly traded technology
consulting company.
Dr. Rothblatt started United
Therapeutics in 1996 and has
served as Chairman and Chief
Executive Officer since its
inception. Prior to founding United
Therapeutics, she founded and
served as Chief Executive Officer
of Sirius Satellite Radio, co-
founded and served as Chief
Operating Officer of satellite
sound broadcasting pioneer
WorldSpace Corp., and was
principally responsible for several
other unique applications of
Martine A. satellite communications
Rothblatt, 51/ Director since 1996/ technology. She also represented
Ph.D., J.D., Expires 2009 the radio astronomy interests of
M.B.A. the National Academy of
Sciences‘ Committee on Radio
Frequencies before the FCC and
led the International Bar
Association‘s efforts to present the
United Nations with a draft Human
Genome Treaty. Dr. Rothblatt is
President of the William Harvey
Medical Research Foundation and
past-Chairman of the Law and
Medicine Committee of the
International Bar Association. Her
book, Your Life or Mine: How
Geoethics Can Resolve the
Conflict Between Public and
Private Interests In
Dr. Sullivan currently serves as a
Director of Brystol-Meyers Squibb
Company, 3M Corporation,
Georgia-Pacific Corporation,
CIGNA Corporation, Henry
Schein, Inc. BioSante
Pharmaceuticals, Inc. and
Inhibitex, Inc. Dr. Sullivan was the
founding President of Morehouse
School of Medicine from 1981 to
1989 and 1993 to 2002, and Dr.
Sullivan is now President Emeritus
Louis W. 72/ Director since 2002/
of Morehouse School of Medicine.
Sullivan, M.D. Expires 2009
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.
Audit Committee Members: R. Paul Gray (Chair), Christopher Causey, M.B.A., and Christopher Patusky, J.D., M.G.A.
Compensation Committee Members: Christopher Causey, M.B.A. (Chair), R. Paul Gray, and Louis Sullivan, M.D.
Nominating and Governance Committee Members: Christopher Patusky, J.D., M.G.A (Chair), Raymond Dwek, F.R.S., and Louis Sullivan, M.D.
Universal Security Instruments, Inc.
7-A GWYNNS MILL COURT
OWINGS MILLS, MARYLAND 21117
www.universalsecurity.com
(410) 363-3000
Number
Number Last
Public or of Names of
of Age/Term/Expiration Background Information Board Compensation Updated/
Private Female Directors
Directors Source
Directors
During the Company‘s
RONALD A. SEFF, M.D. has been in the fiscal year ended
private practice of ophthalmology since March 31, 2008, Mr.
Ronald A. 60/ Director since 2002/ 1977. From 1977 until 1998, Dr. Seff Grossblatt, the
Public 4 0 2008 Proxy
Seff, M.D. Expires 2009 practiced with, and was a senior executive Company‘s president
of, a large medical practice with four offices and chief executive
in Maryland. officer, received no
additional
CARY LUSKIN has been in the retail compensation for
electronic business since 1978. Since 1998, serving as a director.
51/ Director since 2002/
Cary Luskin Mr. Luskin has been President of The Big Directors are eligible
Expires 2009
Screen Store, Inc., a chain of large-screen to participate in the
television retail stores. Company‘s Non-
Ira F. Bormel was appointed by the Board on Qualified Stock Option
July 24, 2008 to serve the remaining portion Plan. During the
of Dr. Howard B. Silverman‘s term of office Company‘s fiscal year
following Dr. Silverman‘s passing in March ended March 31,
2008. Since 1999, Mr. Bormel has served as 2008, the Company
Ira F. 47/ Director since 2008/
chief financial officer of Berman Enterprises paid to each of Mr.
Bormel Expires 2009
LLC and related companies, a Maryland Luskin and Dr. Seff a
based owner, developer and manager of $10,000 fee for
office and retail commercial properties. Mr. annual service as a
Bormel is also a former controller and chief director and $7,500 to
financial officer of the Company. Dr. Silverman.
Directors‘
compensation is
payable in cash or
Shares (computed at
the closing price as
reported by the Amex
on the date of the
payment).
paid to each of Mr.
Luskin and Dr. Seff a
$10,000 fee for
annual service as a
director and $7,500 to
Dr. Silverman.
Directors‘
HARVEY B. GROSSBLATT was Chief
compensation is
Financial Officer of the Company from 1983
payable in cash or
until August 2004, Secretary and Treasurer
Shares (computed at
Harvey B. 61/ Director since 1996/ of the Company from 1988 until August
the closing price as
Grossblatt Expires 2011 2004, Chief Operating Officer of the
reported by the Amex
Company from April 2003 through August
on the date of the
2004, and Chief Executive Officer since
payment).
August 2004.
The members of the Audit Committee are Mr. Luskin (Chairman), Dr. Seff and Dr. Silverman.
The independent members of the Company‘s Board of Directors acts as a nominating committee for the annual
selection of its nominees for election as directors.
The Board‘s Compensation Committee consists of Mr. Luskin (Chairman), Dr. Seff and Mr. Bormel.
VANDA PHARMACEUTICALS INC. 9605
Medical Center Drive, Suite 300
Rockville, Maryland 20850
Telephone: 240.599.4500
Facsimile: 301.294.1900
www.vandapharma.com
Number
Number Last
Public or of Names of
of Age/Term/Expiration Background Information Board Compensation Updated/
Private Female Directors
Directors Source
Directors
Dr. Tananbaum has served as a Managing
Partner of Prospect Venture Partners II, a
dedicated life science venture fund group
which he co-founded in 2000. Prior to co-
founding Prospect Venture Partners, he co-
founded and served as Chief Executive
Officer of Theravance, Inc. from 1997 to
2000. Dr. Tananbaum also served as a On December 19, 2005, our
Partner at Sierra Ventures, from 1993 to Board of Directors adopted a
1997. Dr. Tananbaum cofounded GelTex compensation program for
Pharmaceuticals, Inc. in 1991. He is an outside directors. Pursuant
James B. officer of the Young Presidents‘ to this program, each
44/ Director since
Public 8 0 Tananbaum, Organization, Golden Gate Chapter and a member of our Board of 2008 Proxy
2004/ Expires 2010
M.D., Ph.D. member of the World Economic Forum Directors who is not our
and the Harvard-MIT Health Science and employee receives a
Technology Visiting Committee. Dr. $25,000 annual fee as well
Tananbaum serves as a director of as $2,500 for each board
numerous public and private healthcare meeting attended in person
companies, including Cogentus ($1,250 for meetings
Pharmaceuticals, Inc., Jazz attended by telephone). The
Pharmaceuticals, Inc., PathWorks, Inc. Chairman of the Board of
and Novavax, Inc. Dr. Tananbaum holds a Directors receives an
bachelor‘s degree and a B.S.E.E. from additional annual fee of
Yale University and an M.D. and an M.B.A. $10,000, and the chairman
from Harvard University. of each committee of the
Board of Directors receives
an additional annual fee of
$2,000. Each director
receives $1,000 for each
meeting of any committee of
the Board of Directors
attended by telephone). The
Chairman of the Board of
Directors receives an
additional annual fee of
$10,000, and the chairman
of each committee of the
Board of Directors receives
Mr. Ramsay has served as a Partner of
an additional annual fee of
Care Capital, LLC, which he co-founded in
$2,000. Each director
2000. Prior to founding Care Capital, Mr.
receives $1,000 for each
Ramsay served as a Managing Director of
meeting of any committee of
the Rhône Group, LLC, from 1997 to 2000
the Board of Directors
and co-founded Rhône Capital, LLC, a
44/ Director since attended in person or by
David Ramsay private equity investment fund. Mr.
2004/ Expires 2010 telephone. Under the
Ramsay previously worked at Morgan
director compensation
Stanley Capital Partners. Mr. Ramsay
program adopted on
holds an A.B. in Mathematics from
December 19, 2005, each
Princeton University and an M.B.A. from
member of our Board of
the Stanford University Graduate School of
Directors who is not our
Business.
employee and who is
elected after December 19,
Mr. Watkins has served as the President
2005 initially receives a
and Chief Executive Officer of Human
nonstatutory option to
Genome Sciences, Inc. and as a member
purchase 35,000 shares of
of its board of directors since 2004. Prior to
our Common Stock upon
his tenure at Human Genome Sciences
election, and each member
Inc., Mr. Watkins served as President of
of our Board of Directors
TAP Pharmaceutical Products, Inc. Mr.
who is not our employee will
Watkins previously held a series of
also receive, upon the
executive positions over the course of
conclusion of each annual
H. Thomas 55/ Director since nearly twenty years with Abbott
meeting of our stockholders,
Watkins 2006/ Expires 2010 Laboratories. Mr. Watkins also serves on
an option to purchase
the Board of Trustees of the College of
15,000 shares of our
William and Mary Foundation, and is a
Common Stock.
member of the College of William and
Mary Mason School of Business
Foundation. He holds a bachelor‘s degree
from the College of William and Mary, and
a master‘s degree in business
administration from the University of
Chicago Graduate School of Business.
Dr. Karabelas has served as a Partner of
Care Capital, LLC since 2001. Prior to his
tenure at Care Capital, Dr. Karabelas was
the Founder and Chairman of the Novartis
BioVenture Fund,from July 2000 to
December 2001. From 1998 to 2000, he
served as Head of Healthcare and CEO of
Worldwide Pharmaceuticals for Novartis.
Prior to joining Novartis, Dr. Karabelas was
Executive Vice President of SmithKline
Beecham responsible for U.S. operations,
European operations, Regulatory, and
Dr. Argeris N. 55/ Director since Strategic Marketing, from 1981 to 1998. He
Karabelas 2003/ Expires 2011 is a member of the Scientific Advisory
Council of the Massachusetts General
Hospital, the Harvard-MIT Health Science
and Technology Visiting Committee,
Chairman of Human Genome Sciences,
Inc., Chairman of NitroMed, Inc., Chairman
of SkyePharma plc, Chairman of Inotek,
Inc., a director of Renovo, plc and a
Trustee of Fox Chase Cancer Center and
the Philadelphia University of the Sciences.
Dr. Karabelas holds a Ph.D. in
Pharmacokinetics from the Massachusetts
College of Pharmacy.
From 1976 to September 2002, Mr. Dugan
served as a Partner with Ernst & Young,
LLP, where he served in a variety of
managing and senior partner positions,
including Mid-Atlantic Area Senior Partner
from 2001 to 2002, Mid-Atlantic Area
Managing Partner from 1989 to 2001 and
Pittsburgh Office Managing Partner from
1979 to 1989. Mr. Dugan retired from Ernst
Richard W. 66/ Director since & Young, LLP in September 2002. Mr.
Dugan 2005/ Expires 2011 Dugan currently serves on the board of
directors of two other publicly-traded
pharmaceutical companies, Advancis
Pharmaceutical Corporation and Critical
Therapeutics, Inc. and on the board of
directors of a privately-owned
pharmaceutical company, Xanthus
Pharmaceuticals, Inc. Mr. Dugan holds a
B.S.B.A. from Pennsylvania State
University.
Dr. Halak has served as a Principal at
Domain Associates, a venture capital firm
based in Princeton, New Jersey, since
2001 and became a Partner in January
2006. Prior to joining Domain Associates,
he served as an Associate of the venture
capital firm Advanced Technology
Brian K. Halak, 36/ Director since
Ventures, from 2000 to 2001. Dr. Halak
Ph.D. 2004/ Expires 2011
serves on the Investment Advisory Council
for Ben Franklin Technology Partners and
BioAdvance, both seed stage investment
groups in Philadelphia. Dr. Halak holds a
B.S.E. from the University of Pennsylvania
and a Ph.D. in Immunology from Thomas
Jefferson University.
Mr. Pien has served as President and
Chief Executive Officer and a Director of
Medarex, Inc since June 2007. Prior to his
tenure at Medarex, Mr. Pien served as
President and Chief Executive Officer of
Chiron Corporation until April 2006 when it
was acquired by Novartis. He joined Chiron
from GlaxoSmithKline (formerly SmithKline
Beecham), where he served as President,
51/ Director since Pharmaceuticals for SmithKline Beecham
Howard H. Pien
2007/ Expires 2009 and later as President of
GlaxoSmithKline‘s International
Pharmaceuticals business. Mr. Pien has
also held positions in sales, market
research, licensing and product
management at Abbott Laboratories and
Merck & Co. Mr. Pien earned a B.S. from
the Massachusetts Institute of Technology
and an M.B.A. from Carnegie-Mellon
University.
Prior to joining Vanda, Dr. Polymeropoulos
was Vice President and Head of the
Pharmacogenetics Department at Novartis
AG from 1998 to 2003. Prior to his tenure
at Novartis, he served as Chief of the
Gene Mapping Section, Laboratory of
Mihael H.
48/ Director since Genetic Disease Research, National
Polymeropoulos
2003/ Expires 2011 Human Genome Research Institute, from
, M.D.
1992 to 1998. Dr. Polymeropoulos is the
cofounder of the Integrated Molecular
Analysis of Genome Expression (IMAGE)
Consortium. Dr. Polymeropoulos holds a
degree in Medicine from the University of
Patras.
Audit Committee: Richard W. Dugan (Chair), Brian K. Halak, Ph.D., David Ramsay
Compensation Committee: Dr. Argeris N. Karabelas (Chair), James B. Tananbaum, M.D., H. Thomas Watkins, and Howard H. Pien
Nominating Committee: Dr. Argeris N. Karabelas, Brian K. Halak, Ph.D. (Chair), H. Thomas Watkins
VOCUS, INC.
4296 Forbes Boulevard
Lanham, Maryland 20706
301.459.2590
www.vocus.com
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
In 2007, we paid each non-
Gary Golding, 49, has been a member of employee director an annual
our Board of Directors since January 2000. retainer of $15,000, and a fee
Mr. Golding has been a general partner per meeting attended of
with Edison Venture Fund, a venture capital $1,200 for each board
fund, since November 1997. Mr. Golding meeting of four hours or more
50/Director since
Public 6 0 Gary Golding also serves on the boards of directors of attended in person, and $600 2008 Proxy
2000/Expires in 2009
several privately held companies. Mr. for each board meeting of less
Golding holds a B.A. degree in than four hours attended in
management from Boston College and a person and each board
Masters degree in Urban and Regional meeting in which the director
Planning from the University of Pittsburgh. participated telephonically. We
sometimes also pay a similar
fee for attending committee
meetings, depending on
factors such as the length and
significance of the meetings.
In 2007, the chairperson of the
Audit Committee received an
additional annual retainer of
$12,000, and the chairperson
of each other standing
committee received an
additional annual retainer of
$4,000. In 2008, non-
employee directors will receive
an annual retainer of $40,000
and the chairperson of the
audit committee and the lead
director/chairperson of the
compensation committee will
receive an additional retainer
of $10,000. No additional fees
will be paid for attending
attended in person, and $600
for each board meeting of less
than four hours attended in
person and each board
meeting in which the director
participated telephonically. We
sometimes also pay a similar
Richard Moore, 57, has been a member of fee for attending committee
our Board of Directors since January 2000. meetings, depending on
Mr. Moore has been an independent factors such as the length and
consultant since February 2006. From significance of the meetings.
November 2003 to November 2005, Mr. In 2007, the chairperson of the
Moore served as Vice President, Marketing Audit Committee received an
and Vice President, Worldwide Sales for additional annual retainer of
58/Director since 2000 $12,000, and the chairperson
Richard Moore BNX Systems, Inc., a software provider.
/Expires in 2009 of each other standing
From March 1999 to November 2003, Mr.
Moore was Chief Marketing Officer, Office committee received an
of the President of Cyveillance, Inc., a additional annual retainer of
software service provider for online risk $4,000. In 2008, non-
monitoring and management. Mr. Moore employee directors will receive
holds a B.A. degree in communications an annual retainer of $40,000
from the University of Maryland. and the chairperson of the
audit committee and the lead
director/chairperson of the
Robert Lentz, 45, co-founded Vocus and compensation committee will
has served as our Chief Technology Officer receive an additional retainer
since 1992. Mr. Lentz has been a member of $10,000. No additional fees
46/Director since
Robert Lentz of our Board of Directors since 1992. Prior will be paid for attending
1992/Expires in 2010
to joining Vocus, Mr. Lentz served as meetings.
President of Dataway Corporation, a
software development company.
receive an additional retainer
of $10,000. No additional fees
will be paid for attending
meetings.
Kevin Burns, 57, has been a member of our
Board of Directors since October 2000. Mr.
Burns has been a managing principal of
Lazard Technology Partners, a venture
capital firm, since March 1998. Mr. Burns
founded Intersolv, Inc. (formerly Sage
58/Director since Software), a software company, in 1982
Kevin Burns
2000/Expires in 2011 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
53/Director since Court. From June 2002 to January 2003,
Ronald Kaiser Mr. Kaiser was self-employed. From May
2005/Expires in 2011
1998 to June 2002, Mr. Kaiser served as
Chief Financial Officer, Treasurer and
Secretary of OTG Software, Inc., a storage
software development, manufacturing,
sales and distribution company. Mr. Kaiser
has also served as a member of the board
of directors of OPNET Technologies, Inc., a
public company, since October 2003 and
as a managing director of the Chesapeake
Innovation Center, a Maryland incubator,
since September 2003. Mr. Kaiser holds
B.A. degrees in accounting and in
multidisciplinary-prelaw from Michigan
State University.
Richard Rudman, 45, co-founded Vocus
and has served as our Chief Executive
Officer, President and Chairman since
1992. From 1986 through 1992, Mr.
Rudman served as a senior executive at
Dataway Corporation, a software
development company. From 1984 through
1986, Mr. Rudman served as an
accountant and systems analyst at Barlow
Richard 46/Director since
Corporation, a privately held real estate
Rudman 1992/Expires in 2011
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.
Audit Committee: Messrs. Kaiser, Golding and Moore
Compensation Committee: Messrs. Bronfein, Burns, Kaiser and Golding
Vuance, Ltd.
15850 Crabbs Branch Way
Rockville, MD 20855
www.vuance.com
240-268-1129
Number Number
Public Last
of of Names of
or Age/Term/Expiration Background Information Board Compensation Updated/
Director Female Directors
Private Source
s Directors
Eli Rozen is one of our co-founders
and serves as a director and our
Chairman of the Board. Mr. Rozen
has served as the Chairman since
Director since 2000/ 2000. From 1988 until 2000, he Company
Public 4 0 Eli Rozen
Expires 2009 served as Vuance‘s Chief Executive Website
Officer and President. Mr. Rozen has
a B.S. in Industrial Engineering and
Management from the Israel Institute
of Technology - the ''Technion''.
Avi Landman is one of our co- N/A
founders and serves as a member of
the Board and as Vuance‘s
Research Manager. Prior to joining
Vuance in 1988, Mr. Landman
Director since 1988/ worked as a computer engineer at
Avi Landman
Expires 2009 Gal Bakara Ltd. and prior to that as
an electrical engineer at Eltam Ltd.
Mr. Landman has a B.S. degree in
Computer Engineering from the
Israel Institute of Technology - the
''Technion''.
Jaime Shulman, became a member
of the Board of Directors on
September 17, 2006 and qualifies as
"independent director" (in addition to
the "external director"). From 2001 to
2003 Mr. Shulman was president
and C.E.O. of Logisticare, Ltd. From
1998 to 2000 Mr. Shulman was the
president and C.E.O. of the Amcor
Group. From 1993 to 1997 Mr.
Shulman was the president and
C.E.O. of the Magam Enterprises
Group. From 1991 to 1998 Mr.
Director since 2006/ Shulman was the active chairman of
Jaime Shulman
Expires 2009 the board (part time) of Tana
Industries. From 1991 to 1992 Mr.
Shulman was a foreign Consultant to
subsequently as C.E.O. in
Metrometer, Inc. (New York). From
1978 to 1991 Mr. Shulman was in
Electra Israel, serving the last three
years as CEO. From 1970 to 1977
Mr. Shulman was Production
Manager in Tadiran, Plastic and
Metal Plant. Mr. Shulman is an
Electromechanical Engineer
(equivalent to M.Sc. in Israel) from
Buenos Aires University, Argentina
Michal Brikman was initially elected
to serve as an "external director" of
our Board of Directors on October
28, 2004. Ms. Michal Brikman is a
Certified Public Accountant with
External director since extensive management and
Michal Brikman
2004/ Expires 2009 accounting experience. Since 2000,
Ms. Michal Brikman has been a
business consultant at Daniel Doron
Business Consulting. Ms. Michal
Brikman received her Masters in
Finance from Baruch College in New
York City and later relocated to Israel.
The company has an Audit and a Remuneration Committee - members unknown.
WASHINGTON REAL ESTATE
INVESTMENT TRUST
6110 Executive Boulevard,
Suite 800
Rockville, Maryland 20852
Telephone 301-984-9400
Website www.writ.com
Number
Number Last
Public or of
of Names of Directors Age/Term/Expiration Background Information Board Compensation Updated/
Private Female
Directors Source
Directors
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 For 2007, the six non-
Chairman until May 2004. In August employee Trustees of the
2002, PEPCO became Pepco Trust received an annual
Holdings, Inc. From 1992 until 1997, retainer of $30,833 plus
he served as President and Chief $1,000 per committee
Operating Officer. Mr. Derrick is a meeting for meetings
68/ Director since 1997/ member of the Institute of Electrical through May 31, 2007 and
Public 8 1 John M. Derrick, Jr. $1,500 per committee 2008 Proxy
Expires 2009 and Electronic Engineers, the
National Society of Professional meeting for meetings from
Engineers and the Washington June 1, 2007 through
Society of Engineers. He is past December 31, 2007. In
Chairman of the United States addition, on December 14,
Energy Association and he has 2007 each of the non-
served as a Director of the United employee Trustees
States Chamber of Commerce, a received an annual $55,000
trustee of the Federal City Council Share grant, with the
and Chairman of the Greater number of Shares
Washington Initiative. He is past determined by the closing
Chairman of the Maryland Chamber price of the Shares on the
of Commerce and the Greater date of grant. These Shares
Washington Board of Trade. vested immediately but are
restricted in transfer so long
as the Trustee serves on
the Board. Committee
Chairs received additional
retainers as follows: Audit
Committee $8,958;
Corporate
Governance/Nominating
Committee, $4,750; and
Compensation Committee,
$4,750. Audit Committee
members were also paid an
additional retainer of
$3,750. Following his
retirement as CEO in May
2007, Mr. Cronin receives a
Share grant, with the
number of Shares
determined by the closing
price of the Shares on the
date of grant. These Shares
vested immediately but are
restricted in transfer so long
Mr. Charles T. Nason is retired as the Trustee serves on
Chairman and CEO of The Acacia the Board. Committee
Group, including Acacia Life, Acacia Chairs received additional
Federal Savings Bank and the retainers as follows: Audit
Calvert Group LTD. He served Committee $8,958;
Acacia from 1977 to 2005, including Corporate
being CEO from 1988 to 2003. The Governance/Nominating
Acacia Group is a Washington D.C. Committee, $4,750; and
based financial services organization Compensation Committee,
with assets under management in $4,750. Audit Committee
excess of $13 billion. Mr. Nason is a members were also paid an
past director of The Greater additional retainer of
61/ Director since 2000/
Charles T. Nason Washington Board of Trade and The $3,750. Following his
Expires 2009
Federal City Council. He currently retirement as CEO in May
serves as a Director of MedStar, Inc. 2007, Mr. Cronin receives a
and is a member of The Economic monthly retainer of $12,500
Club of Washington. He is also Vice- for service as Chairman of
Chairman of the Board of Trustees of the Board.
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. George F. McKenzie was elected
to the Board of Trustees and
appointed President and Chief
Executive Officer of WRIT in June
2007. Since joining the Trust in
September 1996, Mr. McKenzie has
served in executive roles, including
Executive Vice President, Real
Estate and Chief Operating Officer.
52/ Director since 2007/
George F. McKenzie From 1985 to 1996, Mr. McKenzie
Expires 2010
served with the Prudential Realty
Group, a subsidiary of Prudential
Insurance Company of America,
most recently as Vice President,
Investment & Sales. Prior
assignments included real estate
finance originations and asset
management in the mid-Atlantic
region.
Mr. Edmund B. Cronin, Jr. is
Chairman, President and Chief
Executive Officer (―CEO‖) of the
Trust. Prior to joining the Trust in
1994 Mr. Cronin was President and
CEO of H.G. Smithy Company and its
subsidiaries from 1976 to 1994,
providing a full range of corporate
Edmund B. Cronin, 70/ Director since 1994/ and institutional real estate services.
Jr. Expires 2010 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
65/ Director since 1998/ of the Greater Washington Board of
John P. McDaniel
Expires 2010 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. Thomas Edgie Russell, III is
President and a Director of Partners
Realty Trust, Inc., a private real
Thomas Edgie 66/ Director since 2006/
estate company which was previously
Russell, III Expires 2009
engaged in the ownership of
apartments, offices, and shopping
centers.
Mr. Edward S. Civera currently
serves as the Chairman of the Board
of HealthExtras, Inc., a publicly
traded pharmacy benefit
management company. He also
serves as a member of the Board of
Directors of MCG Capital
Corporation, a publicly traded
commercial finance company, and
MedStar Health, a non-profit
healthcare organization. In 2006, Mr.
Civera was appointed to Director and
Chairman of the Executive and
Special Committees at The Mills
Corporation to assist the Board in the
58/ Director since 2006/
Edward S. Civera evaluation of strategic alternatives.
Expires 2008
From 1997 to 2001, Mr. Civera was
the Chief Operating Officer and Co-
Chief Executive Officer of United
Payors & United Providers, Inc. Prior
to that, Mr. Civera spent 25 years
with Coopers & Lybrand (now
PricewaterhouseCoopers LLP), most
recently as Managing Partner,
focused on financial advisory and
auditing services. Mr. Civera has a
Bachelor of Science in Accounting
and a Master of Business
Administration from St. Joseph‘s
University. Mr. Civera is a Certified
Public Accountant.
Ms. Susan J. Williams is CEO of
Williams Aron & Associates, a public
affairs consulting firm, since 2002.
Ms. Williams was Founding Partner
and served as President of Bracy
Williams & Company, government
affairs and public relations
consultants from 1982 to 2001. Ms.
Williams‘ career includes public
service as a legislative professional
on Capitol Hill as well as Assistant
Secretary of Transportation. She also
67/ Director since 1999/
Susan J. Williams played a founding role in Project
Expires 2008
Head Start. Ms. Williams is a past
Chair of The Greater Washington
Board of Trade. She served on the
Board of Directors of the Henry L.
Stimson Center, the American
Institute for Public Service, the
Historical Society of Washington,
D.C., the National Aquarium in
Baltimore, and the D.C. Agenda
Project. She is currently a member of
the Economic Club of Washington
and the Federal City Council.
The Nominating Committee members are McDaniel (Chair), Mr. Russell, and Ms. Williams.
The Compensation Committee consists of Nason (Chair), Derrick, Civera, and Ms. Williams.
The Committee members are Derrick (Chair), McDaniel, Nason, Civera, and Russell.
WorldSpace Incorporated
8515 Georgia Avenue
Silver Spring, MD 20910
(301) 960-1200
www.worldspace.com
Number
Number
Public or of Names of Last
of Age/Term/Expiration Business Background Information Board Compensation
Private Female Directors Updated
Directors
Directors
Noah A. Samara has served as the Each of our non-employee
Chairman, President and Chief Executive directors receives an annual
Officer of WorldSpace and its predecessors retainer of $100,000, payable
since inception. Mr. Samara has been quarterly. We do not provide
involved in the development of both annual retainers for committee
Noah A. Samara 50/Director since geostationary and low earth orbit (LEO) membership. Under our 2005
Public 7 0 inception/Expires in satellite systems since the mid-1980s. Mr. Incentive Award Plan, on the 2008 Proxy
2011 Samara‘s early career was in satellite date of each annual
telecommunications, first with Geostar stockholders meeting, a non-
Corporation and later with the Washington qualified option to purchase
law firm of Venable, Baetjer, Howard & 25,000 shares of our Class A
Civiletti. Common Stock is granted to
each of our non-employee
directors who has served on
our board for at least six
months. Each of these options
is granted at an exercise price
equal to the fair market value
of our Class A Common Stock
on the date of grant and vests
annually in three equal
installments over a period of
three years. Pursuant to the
2005 Incentive Award Plan, on
May 25, 2007, we granted non-
qualified options to purchase
25,000 shares of our Class A
Common Stock at an exercise
per share of $3.65 to each of
Messrs. Kebede, Laramie,
Mathias, Nobel and
Schneider. The awards vest
annually in three equal
Incentive Award Plan, on the
date of each annual
stockholders meeting, a non-
qualified option to purchase
25,000 shares of our Class A
Common Stock is granted to
Mr. Kebede is the founder and managing each of our non-employee
partner of PANTON Capital Group, a New directors who has served on
York based credit arbitrage hedge fund our board for at least six
established in February 2004. From 1995 to months. Each of these options
2004, Mr. Kebede worked at Deutsche is granted at an exercise price
Bank in a number of positions, ending as equal to the fair market value
the head of a bank-wide management task of our Class A Common Stock
force concerned with measuring, assessing on the date of grant and vests
and reducing the bank‘s exposures (trading annually in three equal
and loans) in Latin America. Previously, Mr. installments over a period of
Kebede worked in the Global Markets three years. Pursuant to the
Division focusing on the bank‘s exposure in 2005 Incentive Award Plan, on
Kassahun Asia and Latin America. Mr. Kebede also May 25, 2007, we granted non-
50/Director since 2005 qualified options to purchase
Kebede served as the head of equity derivatives
/Expires in 2009 25,000 shares of our Class A
and a member of the division‘s
Management and Commitment Common Stock at an exercise
Committees. He originally joined Deutsche per share of $3.65 to each of
Bank in 1995 as head of European fixed Messrs. Kebede, Laramie,
income derivatives. From 1994 to 1995, Mr. Mathias, Nobel and
Kebede was head of the credit derivatives Schneider. The awards vest
department at Merrill Lynch. From 1991 to annually in three equal
1993, Mr. Kebede was employed at installments beginning May
Bankers Trust. Mr. Kebede earned a 25, 2008.
M.B.A. from the Wharton School of the
University of Pennsylvania in 1991 and a
B.S. in electrical engineering from
Marquette University in 1985.
installments beginning May
25, 2008.
Mr. Laramie also served as the General
Counsel of WorldSpace‘s predecessor from
November 1995 to 1998. Mr. Laramie is the
President of Laramie & Associates, a
James R. management consulting company. From
57/Director since
Laramie February 2002 to April 2004, Mr. Laramie
1990/ Expires in 2009
served as the Chairman of Freeport
Technologies, Inc., a company that
provides collaborative conferencing
systems for business development and
management.
From 1993 to 1999, Mr. Mathias served as
President and Chairman of the board of
directors of First American Bankshares,
Inc. and, from 1987 to 1993, he was a
partner of the law firm of Jones, Day,
Reavis & Pogue. From 1968 to 1986, Mr.
Mathias represented the State of Maryland
in the United States Senate, where he
served as chairman of the Committee on
Rules and served on such committees as
Charles McC.
the Foreign Relations, Judiciary,
Mathias 84/Director since
Appropriations and Intelligence
2000/ Expires in 2009
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
served as Vice-President and as Chairman
of the United States Senate delegation to
the Assembly.
Dr. Frank-Jürgen Richter is the President of
Horasis: The Global Visions Community, a
strategic advisory organization focused on
long-term scenarios related to globalization,
systemic risk and Asian business, located
in Geneva. Prior to founding Horasis in
Dr. Frank- 41/ Nominee/ Expires
2005, Dr. Richter served as Director of the
Jürgen Richter 2010
World Economic Forum in Geneva,
Switzerland from 2001 until 2004. Dr.
Richter is also an active scholar and has
authored and edited a series of books on
global strategy and Asian business.
Since 1990, Dr. Nobel has served as the
Chief Executive Officer of a group of
companies which perform diagnostic
imaging services. Dr. Nobel also serves as
the chairman of the Nobel Family Society.
Dr. Nobel has been a consultant to
UNESCO in Paris and the United Nation‘s
Social Affairs Division in Geneva on
methods for substance abuse prevention.
Dr. Nobel also worked for seven years as a
researcher in social sciences at the Institute
for Mass Communication at the Lausanne
Dr. Michael 67/Director since University and at the Institute of Social and
Nobel 2001/Expires in 2010 Preventive Medicine in the field of primary
drug abuse prevention. He also participated
in the introduction of magnetic resonance
imaging as vice president of Europe for
Fonar Corporation and has remained in this
field since 1980. He is a member of the
board of several privately-held international
companies involved in advanced medical
diagnostics and treatment as well as
internet service provision, management
consulting and e-learning, and sits on
several prominent international prize
committees.
He is a Washington, D.C. based economist
and defense analyst, is President of
International Planning Services, Inc., an
international trade and finance advisory
firm, and an Adjunct Fellow of the Hudson
Institute. From 1981 to 1982, he served as
the Associate Director for National Security
and International Affairs at the Office of
Management and Budget and from 1982 to
1986, as Under Secretary of State for
Security Assistance, Science and
Technology. Subsequent to his government
service, Dr. Schneider served, from 1987 to
William
64/Director since 1993, as an advisor to the U.S. government
Schneider, Jr.
2005/Expires in 2011 in several capacities, including Chairman of
the President‘s General Advisory
Committee on Arms Control and
Disarmament, and is currently Chairman of
the Defense Science Board of the
Department of Defense as well as a
member of the Defense Trade Advisory
Group of the Department of State. He is the
author of several works on defense policy,
including Why IBM? Policy Issues in the
Missile Defense Controversy (1969), and
Arms, Men, and Military Budgets, an annual
review of defense budget issues, and has
also published numerous articles and
monographs.
Audit Committee: Messrs. Kebede, Laramie and Schneider
Compensation Committee: Messrs. Kebede, Richter, and Schneider
Governance and Nominations Committee: Messrs. Kebede, Laramie and Nobel