Page 9 - Proxy-2017
P. 9

distributor of wireless products and services. While at TESSCO, he held multiple executive roles in sales, marketing, product
            management and strategy culminating with being Vice President of Sales, responsible for TESSCO’s sales organization and
            leading a team delivering more than $700 million in sales. He joined TESSCO through the 2007 acquisition of NetForce
            Solutions, a technology training and consulting firm that he co-founded in 2000 and led as the Chief Executive Officer
            through seven years of growth before being acquired by TESSCO. Mr. Dawson received his Bachelor’s degree in Business
            Administration, with a Marketing emphasis, from Hillsdale College.  He has been a frequent speaker on wireless and telecom-
            munications developments and trends, including Distributed Antenna Systems.

               Mark Turfler, Chief Financial Officer, was appointed as the Company’s Acting Chief Financial Officer and Corporate
            Secretary on June 7, 2013. Effective as of January 10, 2014, Mr. Turfler was promoted to Chief Financial Officer. Mr.
            Turfler joined the Company in January 2013 as our Controller. Prior to joining the Company, Mr. Turfler worked in senior
            accounting/finance positions at Ligand Pharmaceuticals, Inc. from 2006 to 2009, at Cylene Pharmaceuticals, Inc. from 2010
            to 2011, and as an independent financial/accounting consultant from 2012 until he joined the Company in January 2013. Mr.
            Turfler has more than 35 years of accounting and finance experience including several years with publicly traded companies
            in a variety of senior financial executive positions with wireless telecommunications, international manufacturing, medical
            device and software companies. Mr. Turfler began his career with PricewaterhouseCoopers after graduating from Syracuse
            University with a B.S. in accounting. Mr. Turfler is a Certified Public Accountant and a member of the American Institute of
            CPAs, California Society of CPAs, Corporate Directors Forum and Financial Executives International.

            Board of Director Meetings
               During the fiscal year ended October 31, 2016, the Board of Directors held twelve meetings, and each member of the Board
            of Directors attended at least 75% of the meetings of the Board of Directors and of the Board committees on which he served.

            Board Committees
               During fiscal 2016, the Board of Directors maintained three committees, the Compensation Committee, the Audit
            Committee, and the Nominating and Corporate Governance Committee.
               The Audit Committee meets periodically with the Company’s management and independent registered public accounting
            firm to, among other things, review the results of the annual audit and quarterly reviews and discuss the financial statements.
            The Audit Committee also hires the independent registered public accounting firm, and receives and considers the accoun-
            tant’s comments as to controls, adequacy of staff and management performance and procedures. The Audit Committee is also
            authorized to review related party transactions for potential conflicts of interest and to conduct internal investigations into
            whistleblower complaints. During fiscal 2016, the Audit Committee was composed of Mr. Reynolds (Chairman), Mr. Benoit
            and Mr. Fink. On June 9, 2017, Mr. Garland was appointed to the Board of Directors and replaced Mr. Fink on the Audit
            Committee. Each of these individuals was a non-employee director and was independent as defined under the NASDAQ Stock
            Market’s listing standards. Each of the members of the Audit Committee has significant knowledge of financial matters, and
            Mr. Reynolds is an “audit committee financial expert.”  The Audit Committee met four times during fiscal 2016.  The Audit
            Committee operates under a formal charter, which charter is posted on the Company’s website.

               The Compensation Committee currently consists of Messrs. Fink, Reynolds, and Benoit (Chairman) each of whom is a
            non-employee director and is independent as defined under the NASDAQ Stock Market’s listing standards. The Compensa-
            tion Committee is responsible for considering and recommending to the Board the compensation arrangements for senior
            management. The Compensation Committee held four formal meeting during fiscal 2016, which was attended by all
            committee members.

               The Nominating and Corporate Governance Committee is responsible for developing and recommending corporate
            governance guidelines to the Board, identifying qualified individuals to become directors, recommending selected nominees
            to serve on the Board, and overseeing the evaluation of the Board and its committees. The Nominating and Corporate Gover-
            nance Committee currently consists of Messrs. Fink (Chairman), Benoit, and Reynolds, each of whom is a non-employee
            director and is independent as defined under the NASDAQ Stock Market’s listing standards. The Nominating and Corporate
            Governance Committee held two meetings during fiscal 2016, which were attended by all committee members.






                                                              7
   4   5   6   7   8   9   10   11   12   13   14