SPEC » Topics » Directors of the Company

This excerpt taken from the SPEC DEF 14A filed Feb 26, 2009.

Directors of the Company

       Bernard C. Bailey's career spans over two decades of management experience in high technology and security industries, including President and CEO of L1 Identity Solutions (NYSE: ID, formerly Viisage Technology Inc.) and COO of Art Technology Group (NASDAQ: ARTG), as well as executive positions with the IBM Corporation. Mr. Bailey is presently founder, President and CEO of Paraquis Solutions, LLC, a strategy and organizational consulting firm focused on large and mid-size companies. He also serves as Chairman of the Board of Lasercard Corporation (NASDAQ: LCRD); director for Point Blank Solutions, Inc. (NASDAQ: PBSO.PK); and director for Telos Corporation, a Virginia based defense contractor. Mr. Bailey served on active duty for eight years as an officer in the US Navy, eventually retiring as a Captain from the US Naval Reserve. Mr. Bailey's educational background includes an undergraduate degree from the United States Naval Academy, a Masters Degree in Engineering from the University of California - Berkeley, a Masters Degree in Systems Management from the University of Southern California and an MBA in Finance from George Washington University. Mr. Bailey was first elected as a Director of the Company in 2008.

       George J. Behringer is a graduate of Gannon University with a BS degree in Accounting in 1966 and was a Certified Public Accountant from 1968 to 2002. From 1988 to 1998, Mr. Behringer was the Managing Partner of PricewaterhouseCoopers Nebraska practice. Starting in 1998 until his retirement in 2002, Mr. Behringer lived in Riyadh, Saudi Arabia and was a partner with PricewaterhouseCoopers Middle East practice, where he was the region's Risk Management Partner and Quality Review Partner. Mr. Behringer is currently a member of the Board of Directors of First National of Nebraska, Inc. and a member of the Audit Committee. From 2004 to 2007, Mr. Behringer was a member of the Board of Directors of America First Apartment Investors, Inc. and served as Chairperson of the Audit Committee and member of the Compensation Committee. Mr. Behringer was first elected as a Director of the Company in 2008.

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       John P. Freeman is a graduate of Gannon University in Accounting and is a Certified Public Accountant and Certified Management Accountant. He joined the Company in 1988 as Controller. Prior to that time, he was a principal in a public accounting firm. In 1990, he was named Vice President and Chief Financial Officer. In December of 2000, he was named Senior Vice President. Mr. Freeman was first elected as a Director of the Company in 1991.

       J. Thomas Gruenwald obtained his undergraduate degree in Physics from the University of Cincinnati, and his Masters degree and Ph.D. in Theoretical Physics from Purdue University. Prior to his retirement he was employed by Tellabs, Inc., serving as Executive Vice President of Corporate Strategy and Chief Technology Officer. In a 15 year career with Tellabs, Mr. Gruenwald held various other executive positions including executive vice president of broadband networking products, and senior vice president of operations for Tellabs International where he was responsible for Tellabs' international product strategy and research and development. In addition, he served as senior vice president of the Tellabs Broadband Access Group and vice president of strategic resources where he had responsibility for Tellabs' human resources and information systems. Prior to joining Tellabs, Mr. Gruenwald served as President of UNI Quality, Inc., a professional services firm, and held several executive and technical positions with AT&T. He was appointed a Director of the Company in June of 1999.

       Melvin Kutchin is a graduate of the University of Pennsylvania and was appointed a Director of the Company in October of 1994. He served as President of Kitchen and Kutchin, Inc., manufacturers representative of electronic components, from 1961 through January 1994 when he became Chairman of the Board. From 1980 through 1990, he was President of JBM Electronics, manufacturer of delay lines and other magnetic devices.

       Gerald A. Ryan is a graduate of the Massachusetts Institute of Technology and has been a Director of the Company since its inception and Chairman since 1991. Mr. Ryan serves as Chairman of the Board of Automated Industrial Systems, Inc. Previously, he served as Director/Chairman Emeritus of Rent-Way, Inc. a company formerly listed on the New York Stock Exchange in the rental-purchase business. Mr. Ryan also currently serves as General Manager for several privately held entities.

       Richard A. Southworth is a graduate of Gannon University in Mechanical Engineering and Mathematics. He joined the Company in 1991 as Vice President and General Manager. Prior to joining the Company, Mr. Southworth held executive positions with National Water Specialties, Philips Components, Murata Electronics North America, and Erie Technological Products. In 1997, Mr. Southworth was named President and Chief Executive Officer, and in 1998 was first elected as a Director of Spectrum.

       James F. Toohey is a graduate of Gannon University and Dickinson School of Law and is a practicing member of the Erie County Bar Association. He is a member of the law firm of Quinn, Buseck, Leemhuis, Toohey & Kroto, Inc., general counsel to the Company, and has been a Director and Secretary of the Company since its organization.


Compensation of Directors

       Directors who are not full-time employees of the Company are compensated for Director services as authorized and approved by the full Board of Directors. Currently, the Directors receive annual compensation, paid monthly, as follows:

Board of Directors Annual Retainer $18,000
Board Chairman Annual Retainer 10,000
Committee Chairman Annual Retainer  
    Audit 10,000
    Compensation 6,000
    Nominating and
        Corporate Governance
5,000
Attendance at each Board Meeting (1) 1,250
Attendance at each Committee Meeting (2) 1,000
Secretary Annual Fee 3,000
 
(1)  $625 if attended via telephone
(2)  $500 if attended via telephone

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Director Compensation Table. The following table shows the compensation paid to each Director for his services to the Board and its committees in fiscal year 2008. Inapplicable column headings have been omitted.

Director Compensation for Fiscal Year 2008
Name   Fees Earned
or Paid
in Cash ($)(1)
  Option
Awards ($)(2)
  Total ($)
Bernard C. Bailey (3)   19,775   37,320   57,095
Paul S. Bates (4)   7,000   -   7,000
George J. Behringer (3)   23,525   37,320   60,845
Edwin R. Bindseil (4)   8,200   -   8,200
J. Thomas Gruenwald   27,475   37,320   64,795
Scott D. Krentzman (4)   6,700   -   6,700
Melvin Kutchin   26,975   37,320   64,295
John M. Petersen (4)   24,850   37,320   62,170
Gerald A. Ryan   42,975   37,320   80,295
James F. Toohey   39,992   37,320   77,312
(1) Includes all fees earned or paid in cash for services as a Director, including annual retainer fees, committee meeting fees, committee chair fees, and secretary fees.
(2) The amounts in this column reflect the grant date fair value of stock options, determined pursuant to Statement of Financial Accounting Standards No. 123 (revised), "Share-Based Payment" ("SFAS No. 123R"). Assumptions used in the calculations of these amounts are included in Notes 1 and 18 to the Company's audited financial statements for the fiscal year ended November 30, 2008 included in the Company's Annual Report on Form 10-K. These amounts reflect the aggregate accounting expense for these options over their four year vesting period, computed in accordance with SFAS No. 123R, and do not correspond to the actual value that may be recognized by the named director.
(3) Mr. Bailey and Mr. Behringer were elected to the Board of Directors in April of 2008.
(4) For Mr. Bates, Mr. Bindseil, and Mr. Krentzman, their terms as director ended in April of 2008. Mr. Petersen retired as a director in July of 2008.
(5) Mr. Southworth and Mr. Freeman are not included in this table because as officers of the Company, they do not receive any compensation for their service as a Director. Compensation amounts received by these individuals as officers of the Company are shown in the Summary Compensation Table included elsewhere herein.
(6) At November 30, 2008, the aggregate number of shares underlying outstanding option awards for each of the above directors amounted to: 12,000 each for Mr. Bailey and Mr. Behringer; 48,000 each for Mr. Bates and Mr. Bindseil; and 60,000 each for Mr. Gruenwald, Mr. Kutchin, Mr. Petersen, Mr. Ryan and Mr. Toohey.

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