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This excerpt taken from the XIDE DEF 14A filed Jul 28, 2008. Director
Nominees
Herbert F. Aspbury
Director since 2006
Mr. Aspbury, 63, is an investor and advisor at
Private Client Resources LLC, a privately held company founded
in 2001, which provides consolidated financial information for
high wealth investment managers and their clients. Since 2002,
Mr. Aspbury has also served as an Adjunct Professor at the
Fisher Graduate School of International Business of the
Monterrey Institute of International Studies and has been a
frequent guest lecturer in Cornell University’s Joint MBA
program with Queens University of Canada. Mr. Aspbury
retired from Chase Manhattan Bank in 2000 where he served in a
number of capacities, most recently as the London-based Managing
Director and Regional Executive for Europe, Africa and the
Middle East. Mr. Aspbury was a member of Chase’s
Management Committee. Mr. Aspbury also served in a number
of capacities with Chemical Bank until its merger with Chase
Manhattan. Mr. Aspbury serves as Chairman of the Board of
Trustees of Villanova University and previously chaired the
University’s Audit & Finance Committee.
Mr. Aspbury is also a director of the Royal Oak Foundation,
the U.S. arm of Britain’s National Trust, and served
as Chairman from 2004 through 2007. Mr. Aspbury is Chairman
of the Finance Committee and a member of the Audit Committee.
Michael R. D’Appolonia
Director since 2004
Mr. D’Appolonia, 59, currently serves as
President and Chief Executive Officer of Kinetic Systems, Inc.,
a global provider of process and mechanical solutions to the
electronics, solar and biopharmaceutical industries. From 2001
through 2005, Mr. D’Appolonia was President of
Nightingale & Associates, LLC, a global management
consulting firm providing financial and operational
restructuring services to both publicly and privately held
middle-market companies. In his consulting capacity,
Mr. D’Appolonia served as an executive officer of a
number of companies including Cone Mills Corporation, Moll
Industries, Inc., McCulloch Corporation, Ametech, Inc., Halston
Borghese, Inc. and Simmons Upholstered Furniture Inc.
Mr. D’Appolonia is a member of the Board of Directors
of Kinetic Systems Inc., and was a member of the Board of
Directors of The Washington Group International, Inc., prior to
that company’s sale in November 2007.
Mr. D’Appolonia is Chairman of the Compensation
Committee.
David S. Ferguson
Director since 2005
Mr. Ferguson, 63, is the principal of DS Ferguson
Enterprises, LLC, a retail consulting business. From September
2000 through July 2003, Mr. Ferguson served as President
and Chief Executive Officer of
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Wal*Mart Europe. Prior to that, he was President and Chief
Executive Officer of Wal*Mart Canada from February 1996 to
September 2000. Mr. Ferguson was President and Chief
Operating Officer as well as a director of Stuarts Department
Stores from August 1994 through October 1995. Mr. Ferguson
is a member of the Board of Directors of the Empire Company
Limited, the parent company of Sobeys Inc., a Canadian grocery
chain and is a member of the Dean’s Advisory Board of the
Business School at Morehouse College. Mr. Ferguson is
currently on the Board of Advisors of Miller Zell, Inc.
Mr. Ferguson is a member of the Compensation Committee and
the Nominating and Corporate Governance Committee.
Paul W. Jennings
Director since 2006
Mr. Jennings, 51, is President and Chief Executive
Officer of Innospec Inc., an international specialty chemicals
company headquartered in England. From November 2002 through his
appointment as CEO, Mr. Jennings served as Innospec’s
Executive Vice President and Chief Financial Officer.
Mr. Jennings previously served as CFO of Griffin LLC, a
joint venture between Griffin Corporation and Dupont and, from
1986 to 1999, held the positions of CFO and Vice President of
Finance for various divisions and regions of Courtaulds plc,
working in the United States, Europe and Singapore.
Mr. Jennings is a member of the Nominating and Corporate
Governance Committee.
Joseph V. Lash
Director since 2007
Mr. Lash, 45, has been employed by Tontine
Associates, LLC, a Greenwich, Connecticut-based investment firm,
since July 2005. Tontine Associates, LLC is an affiliate of
Jeffrey L. Gendell, the beneficial owner of 31.5% of our common
stock as described in a Form 4 filed by Mr. Gendell on
November 11, 2007. Prior to that, Mr. Lash was a
Senior Managing Director of Conway, Del Genio, Gries &
Co., LLC, a financial advisory firm from April 2002 to July
2005. From June 1998 to April 2001, Mr. Lash was a Managing
Director of JP Morgan Chase & Co., a financial
services firm. Mr. Lash also serves as a director of
Integrated Electrical Services, Inc., an electrical contracting
services provider, and Neenah Foundry Company, a metals casting
manufacturer. Mr. Lash is a member of the Finance Committee.
John P. Reilly
Director since 2004
Mr. Reilly, 64, is the retired Chairman, President
and Chief Executive Officer of Figgie International.
Mr. Reilly has more than thirty years of experience in the
automotive industry, where he has served as President and CEO of
a number of automotive suppliers, including Stant Corporation
and Tenneco Automotive. He has also held leadership positions at
the former Chrysler Corporation and Navistar, and has served as
President of Brunswick Corporation. Mr. Reilly is currently
on the Board of Directors of Material Sciences Corporation,
Marshfield Door Systems, Inc. and Timken Company.
Mr. Reilly serves as Chairman of the Board of Directors and
a member of the Compensation Committee.
Michael P. Ressner
Director since 2004
Mr. Ressner, 59, is a retired Nortel Networks
executive who, between 1981 and 2003, served in a number of
senior financial and operational management positions.
Mr. Ressner was an Adjunct Professor of Applied Financial
Management at North Carolina State University between 2002 and
2004. He has been an adviser within the College of Management at
North Carolina State University since 2004. Mr. Ressner
currently serves as a member of the Board of Directors for the
following companies: Entrust, Inc., Magellan Health Services,
Inc. and Tekelec, Inc. Mr. Ressner is Chairman of the Audit
Committee and a member of the Finance Committee.
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Gordon A. Ulsh
Director since 2005
Mr. Ulsh, 62, is our President and Chief Executive
Officer. Mr. Ulsh was appointed to his current position in
April 2005. From 2001 until March 2005, Mr. Ulsh was
Chairman, President and Chief Executive Officer of FleetPride
Inc., the nation’s largest independent aftermarket
distributor of heavy-duty truck parts. Prior to joining
FleetPride in 2001, Mr. Ulsh worked with Ripplewood Equity
Partners, providing analysis of automotive industry segments for
investment opportunities. Earlier, he served as President and
Chief Operating Officer of Federal-Mogul Corporation in 1999 and
as head of its Worldwide Aftermarket Division in 1998. Prior to
Federal-Mogul, he held a number of leadership positions with
Cooper Industries, Inc., including Executive Vice President of
its automotive products segment. Mr. Ulsh joined
Cooper’s Wagner Lighting business unit in 1984 as Vice
President of Operations, following 16 years in
manufacturing and engineering management at Ford Motor Company.
Mr. Ulsh currently serves as a member of the Board of
Directors of OM Group, Inc.
Carroll R. Wetzel
Director since 2005
Mr. Wetzel, 65, most recently served as
non-executive Chairman of the Board of Directors of Safety
Components International, Inc., a supplier of automotive airbag
fabric and cushions and technical fabrics from 2000 to 2005.
Previously, from 1988 to 1996, Mr. Wetzel served as co-head
of the Merger and Acquisition Group at the Chase Manhattan Bank
and previously served as a managing director of Dillon
Read & Co., Inc. and Smith Barney, and served as Vice
Chairman and lead director at Arch Wireless from 2001 through
2002. Mr. Wetzel currently serves on the Board of Directors
of Brinks Company. Mr. Wetzel is Chairman of the Nominating
and Corporate Governance Committee and a member of the Audit
Committee and the Finance Committee.
The Board recommends that the stockholders vote FOR the
election of each of the director nominees named above.
The Audit Committee selects our independent auditors. This
proposal is put before the stockholders because, though the
stockholder vote is not binding on the Audit Committee, the
Board believes that it is good corporate practice to seek
stockholder ratification of the Audit Committee’s
appointment of the independent auditors. If the appointment of
PricewaterhouseCoopers LLP (“PwC”) is not ratified,
the Audit Committee will evaluate the basis for the
stockholders’ vote when determining whether to continue the
firm’s engagement, but may ultimately determine to continue
the engagement of the firm or another audit firm without
re-submitting the matter to stockholders. Even if the
appointment of PwC is ratified, the Audit Committee may in its
sole discretion terminate the engagement of the firm and direct
the appointment of another independent auditor at any time
during the year.
We expect that representatives of PwC will attend the 2008
annual meeting and that they will have the opportunity to
respond to appropriate questions from stockholders to make a
statement if they desire to do so.
There are no relationships between our executives, directors and
PwC.
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