TNB » Topics » PROPOSAL NO. 1 - Election of Directors

This excerpt taken from the TNB DEF 14A filed Mar 13, 2009.
PROPOSAL NO. 1 — Election of Directors
 
Ten directors will be elected at the Annual Meeting to serve until the Annual Meeting in 2010. The ten directors will constitute our entire Board of Directors after the 2009 Annual Meeting. Mr. Rivers was elected by the Board at the June 3, 2008 meeting. The other nominees named below were elected directors at the 2008 Annual Meeting. Each nominee has consented to serve as a director if elected. Should a nominee become unable to serve as a director, the proxy will be voted for the election of a substitute nominee who will be designated by the Board of Directors or, if no substitute nominee is named, the number of directorships will be reduced accordingly. Directors are elected by a plurality of the votes cast. The Board of Directors unanimously recommends that you vote “FOR” each of the persons nominated for Director.
 
     
    The nominees are:
(PHOTO OF JEANANNE K. HAUSWALD)  
Jeananne K. Hauswald, 64
Director since 1993

     Ms. Hauswald has been Managing Director of Solo Management Group, LLC since retiring from the Seagram Company Ltd, in 1998. While at Seagram from 1987-1998, she held various positions including Vice President and Treasurer and Vice President of Human Resources. She is also a Director of Constellation Brands, Inc.
     
(PHOTO OF DEAN JERNIGAN)  
Dean Jernigan, 63
Director since 1999

     Mr. Jernigan has been the Chief Executive Officer of U-Store-It Trust since April 2006. From April 2006 to November 2008, he also held the title of President of U-Store-It Trust. He was President of Jernigan Property Group from 2004 to 2006, and has been a private investor since 2002. Prior to that time, he was Chairman of the Board, President and Chief Executive Officer of Storage USA, Inc., from 1984 to 2002.
     
(PHOTO OF RONALD B. KALICH)  
Ronald B. Kalich, Sr, 61
Director since 1998

     Mr. Kalich served as President and Chief Executive Officer of FastenTech, Inc. from 2000 to 2007. He was President and Chief Executive Officer of National-Standard Company from 1999 to 2000 and President and Chief Executive Officer of Getz Bros. & Co., Inc. from 1994 to 1999. He is also a Director of H-E Parts International and Chairman and Director of Arizant, Inc.
     


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(PHOTO OF KENNETH R. MASTERSON)  
Kenneth R. Masterson, 65
Director since 1995

     Mr. Masterson has been our Lead Director since January 2006 and is the former Executive Vice President, General Counsel and Secretary of FedEx Corporation (transportation services) from 1998 to 2005. At Federal Express Corporation (express delivery services), he served as Executive Vice President, General Counsel and Secretary from 1996 to 1998 and Senior Vice President and General Counsel from 1980 to 1996.
     
(PHOTO OF DOMINIC J. PILEGGI)  
Dominic J. Pileggi, 57
Director since 2004

     Mr. Pileggi has been our Chairman of the Board since January 2006 and Chief Executive Officer since January 2004. He was Chief Operating Officer from 2003 to 2004. Previously, he was Group President-Electrical from 2000 to 2003, and Senior Vice President of Thomas & Betts Corporation from 2000 to 2002. He was President of EMS Division of Viasystems, Inc. from 1998 to 2000. Prior to 2000, he held various executive positions with the Company from 1979 to 1994. He is also a Director of The Lubrizol Corporation.
     
(PHOTO OF JEAN PAUL RICHARD)  
Jean-Paul Richard, 66
Director since 1996

     Mr. Richard has been Chairman and Chief Executive Officer of H-E Parts International Inc. since 2005. He served as Chairman and Chief Executive Officer of ProMach, Inc. from 1998 to 2004. He also served as President and Chief Executive Officer of AGCO Corporation from 1996 to 1997. Since 2005, Mr. Richard has also served as a Director of Emmaus House, a not-for-profit organization dedicated to fighting urban poverty.
     
(PHOTO OF RUFUS H. RIVERS)  
Rufus H. Rivers, 44
Director since 2008

     Mr. Rivers is Managing Director of RLJ Equity Partners, LLC. Prior to joining RLJ, he was co-founder and managing director of Carlyle Mezzanine Partners, L.P. from 2003 to 2006. He has held executive positions with TCW/Crescent Mezzanine LLC, Heller Financial, Inc. and the First National Bank of Chicago.
     


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(PHOTO OF KEVIN L. ROBERG)  
Kevin L. Roberg, 57
Director since 2007

     Mr. Roberg was Chairman, Chief Executive Officer and President of ProStaff, Inc. from 2007 to 2008. He has been a Principal of Kelsey Capital Management (a private investment firm with special emphasis in health care) since 1998. He has been a General Partner of Delphi Ventures (a health care venture capital firm) since 1999. In 1995, he was Chief Executive Officer and President of Medintell Systems Corporation (which was acquired by ValueRx). From 1995 to 1998, he was Chief Executive Officer and President of ValueRx. He holds Directorships with Universal Hospital Services and various private companies.
     
(PHOTO OF DAVID D. STEVENS)  
David D. Stevens, 55
Director since 2004

     Mr. Stevens has been a private investor since August 2006. Prior to that time, he was Chief Executive Officer of Accredo Health Group, Inc. (a subsidiary of Medco Health Solutions, Inc.) from 2005 to August 2006; Chairman and Chief Executive Officer of Accredo Health, Inc. from 1996 to 2005; and, President and Chief Operating Officer of Southern Health Systems, Inc. from 1983 to 1996. He holds Directorships with Medco Health Solutions, Inc. and Wright Medical Group, Inc.
     
(PHOTO OF WILLIAM H. WALTRIP)  
William H. Waltrip, 71
Director since 1983

     Mr. Waltrip has been a private investor since 2003. Previously, he was Chairman of the Board of Technology Solutions Company from 1993 to 2003. He is also a Director of Theravance, Inc. and Charles River Laboratories. He formerly served on the Board of Bausch & Lomb Incorporated.


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PROPOSAL NO. 1 — Election of Directors
 
Nine directors will be elected at the Annual Meeting to serve until the Annual Meeting in 2009. The nine directors will constitute our entire Board of Directors after the 2008 Annual Meeting. Each nominee named below was elected a director at the 2007 Annual Meeting. Each nominee has consented to serve as a director if elected. Should a nominee become unable to serve as a director, the proxy will be voted for the election of a substitute nominee who will be designated by the Board of Directors or, if no substitute nominee is named, the number of directorships will be reduced accordingly. Directors are elected by a plurality of the votes cast. The Board of Directors unanimously recommends that you vote “FOR” each of the persons nominated for Director.
 
The nominees are:
 
     
(PHOTO OF JEANANNE K. HAUSWALD)  
Jeananne K. Hauswald
Director since 1993

     Ms. Hauswald has been Managing Director of Solo Management Group, LLC since retiring from the Seagram Company Ltd, in 1998. While at Seagram from 1987-1998, she held various positions including Vice President and Treasurer and Vice President of Human Resources. She is also a Director of Constellation Brands, Inc.
     
(PHOTO OF DEAN JERNIGAN)  
Dean Jernigan
Director since 1999

     Mr. Jernigan has been the Chief Executive Officer and President of U-Store-It Trust since April 2006. He was President of Jernigan Property Group from 2004 to 2006, and has been a private investor since 2002. Prior to that time, he was Chairman of the Board, President and Chief Executive Officer of Storage USA, Inc., from 1984 to 2002.
     
(PHOTO OF RONALD B. KALICH)  
Ronald B. Kalich, Sr
Director since 1998

     Mr. Kalich served as President and Chief Executive Officer of FastenTech, Inc. from 2000 to 2007. He was President and Chief Executive Officer of National-Standard Company from 1999 to 2000 and President and Chief Executive Officer of Getz Bros. & Co., Inc. from 1994 to 1999. He is also a Director of H-E Parts International and Chairman and Director of Arizant, Inc.


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(PHOTO OF KENNETH R. MASTERSON)  
Kenneth R. Masterson
Director since 1995

     Mr. Masterson has been our Lead Director since January 2006 and is the former Executive Vice President, General Counsel and Secretary of FedEx Corporation (transportation services) from 1998 to 2005. He served as Executive Vice President, General Counsel and Secretary from 1996 to 1998 and Senior Vice President and General Counsel from 1980 to 1996 of Federal Express Corporation (express delivery services).
     
(PHOTO OF DOMINIC J. PILEGGI)  
Dominic J. Pileggi
Director since 2004

     Mr. Pileggi has been our Chairman of the Board since January 2006, Chief Executive Officer since January 2004, and President since 2003. He was Chief Operating Officer from 2003 to 2004. Previously he was Group President-Electrical from 2000 to 2003, and Senior Vice President of Thomas & Betts Corporation from 2000 to 2002. He was President EMS Division of Viasystems, Inc. from 1998 to 2000. Prior to 2000, he held various executive positions with the Company from 1979 to 1994. He is also a Director of The Lubrizol Corporation.
     
(PHOTO OF JEAN PAUL RICHARD)  
Jean-Paul Richard
Director since 1996

     Mr. Richard has been Chairman and Chief Executive Officer of H-E Parts International Inc. since 2005. He served as Chairman and Chief Executive Officer of ProMach, Inc. from 1998 to 2004. He also served as President and Chief Executive Officer of AGCO Corporation from 1996 to 1997.
     
(PHOTO OF KEVIN L. ROBERG)  
Kevin L. Roberg
Director since 2007

     Mr. Roberg has been Chairman, Chief Executive Officer and President of ProStaff, Inc. since 2007. He is also Principal of Kelsey Capital Management (a private investment firm with special emphasis in health care) since 1998. He has been a General Partner of Delphi Ventures (a health care venture capital firm) since 1999. In 1995, he was Chief Executive Officer and President of Medintell Systems Corporation (which was acquired by ValueRx). From 1995 to 1998, he was Chief Executive Officer and President of ValueRx. He holds Directorships with Universal Hospital Services and various private companies.

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(PHOTO OF DAVID D. STEVENS)  
David D. Stevens
Director since 2004

     Mr. Stevens has been a private investor since August 2006. Prior to that time, he was Chief Executive Officer of Accredo Health Group, Inc. (a subsidiary of Medco Health Solutions, Inc.) from 2005 to August 2006, Chairman and Chief Executive Officer of Accredo Health, Inc. from 1996 to 2005, President and Chief Operating Officer of Southern Health Systems, Inc. from 1983 to 1996. He holds Directorships with Medco Health Solutions, Inc. and Wright Medical Group, Inc.
     
(PHOTO OF WILLIAM H. WALTRIP)  
William H. Waltrip
Director since 1983

     Mr. Waltrip has been a private investor since 2003. Previously, he was Chairman of the Board of Technology Solutions Company from 1993 to 2003. He is also a Director of Theravance, Inc. and Charles River Laboratories. He formerly served on the Board of Bausch & Lomb Incorporated.

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PROPOSAL NO. 1 — Election of Directors
 
Ten directors will be elected at the Annual Meeting to serve until the Annual Meeting in 2008. The ten directors will constitute our entire Board of Directors after the 2007 Annual Meeting. Each nominee named below was elected a director at the 2006 Annual Meeting. Each nominee has consented to serve as a director if elected. Should a nominee become unable to serve as a director, the proxy will be voted for the election of a substitute nominee who will be designated by the Board or, if no substitute nominee is named, the number of directorships will be reduced accordingly. Directors are elected by a plurality of the votes cast. The Board of Directors unanimously recommends that you vote “FOR” each of the persons nominated for Director.
 
The nominees are:
 
     
(PHOTO OF ERNEST H. DREW)  
Ernest H. Drew, 69
Director since 1989

     Dr. Drew has been a private investor since 1998. Prior to that time, he was Chief Executive Officer of Industries and Technology Group, Westinghouse Electric Corporation. He is also a Director of Ashland, Inc., Public Service Enterprise Group Incorporated, and UQM Technologies, Inc.
     
(PHOTO OF JEANANNE K. HAUSWALD)  
Jeananne K. Hauswald, 62
Director since 1993

     Ms. Hauswald has been Managing Director of Solo Management Group, LLC since retiring from the Seagram Company Ltd, in 1998. While at Seagram from 1987-1998, she held various positions including Vice President and Treasurer and Vice President of Human Resources. She is also a Director of Constellation Brands, Inc.
     
(PHOTO OF DEAN JERNIGAN)  
Dean Jernigan, 61
Director since 1999

     Mr. Jernigan has been the Chief Executive Officer and President of U-Store-It Trust since April 2006. He had served as President of Jernigan Property Group from 2004 to 2006, and has been a private investor since 2002. Prior to that time, he was Chairman of the Board, President and Chief Executive Officer of Storage USA, Inc., from 1984 to 2002.


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(PHOTO OF RONALD KALICH)  
Ronald B. Kalich, Sr., 59
Director since 1998

     Mr. Kalich has been President and Chief Executive Officer of FastenTech, Inc. since 2000. He was President and Chief Executive Officer of National-Standard Company from 1999 to 2000 and President and Chief Executive Officer of Getz Bros. & Co., Inc. from 1994 to 1999. He holds Directorships with FastenTech, Inc. and H-E Parts International. He is also Chairman and Director of Arizant, Inc.
     
(PHOTO OF KENNETH MASTERSON)  
Kenneth R. Masterson, 63
Director since 1995

     Mr. Masterson has been our Lead Director since January 2006 and is the former Executive Vice President, General Counsel and Secretary from 1998 to 2005 of FedEx Corporation (transportation services). He served as Executive Vice President, General Counsel and Secretary from 1996 to 1998 and Senior Vice President and General Counsel from 1980 to 1996 of Federal Express Corporation (express delivery services).
     
     
     
(PHOTO OF DOMINIC J. PILEGGI)  
Dominic J. Pileggi, 55
Director since 2004

     Mr. Pileggi has been our Chairman of the Board since January 2006, Chief Executive Officer since January 2004 and President since 2003 and was Chief Operating Officer from 2003 to 2004. Previously he was Group President-Electrical from 2000 to 2003, and Senior Vice President of Thomas & Betts Corporation from 2000 to 2002. He was President EMS Division of Viasystems, Inc. from 1998 to 2000. Prior to 2000, he held various executive positions with the Company from 1979 to 1994. He is also a Director of The Lubrizol Corporation.
     
     
     
(PHOTO OF JEAN-PAUL RICHARD)  
Jean-Paul Richard, 64
Director since 1996

     Mr. Richard has been Chairman and Chief Executive Officer of H-E Parts International Inc. since 2005. He served as Chairman and Chief Executive Officer of ProMach, Inc. from 1998 to 2004. He also served as President and Chief Executive Officer of AGCO Corporation from 1996 to 1997.

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(PHOTO OF DAVID D. STEVENS)  
David D. Stevens, 53
Director since 2004

     Mr. Stevens has been a private investor since August 2006. Prior to that time, he was Chief Executive Officer of Accredo Health Group, Inc. (a subsidiary of Medco Health Solutions, Inc.) from 2005 to August 2006, Chairman and Chief Executive Officer of Accredo Health, Inc. from 1996 to 2005, President and Chief Operating Officer of Southern Health Systems, Inc. from 1983 to 1996. Mr. Stevens is also a Director of Medco Health Solutions, Inc. and Wright Medical Group, Inc.
     
     
     
(PHOTO OF WILLIAM H. WALTRIP)  
William H. Waltrip, 69
Director since 1983

     Mr. Waltrip has been a private investor since 2003. Previously, he was Chairman of the Board of Technology Solutions Company from 1993 to 2003. He is also a Director of Theravance, Inc., Bausch & Lomb Incorporated, and Charles River Laboratories.
     
     
     
(PHOTO OF KEVIN L. ROBERG)  
Kevin L. Roberg, 55
Director Nominee

     Mr. Roberg has been Principal of Kelsey Capital Management (a private investment firm with special emphasis in health care) since 1998. He has also been a General Partner of Delphi Ventures (a health care venture capital firm) since 1999. In 1995 he was Chief Executive Officer and President of Medintell Systems Corporation (which was acquired by ValueRx). From 1995 to 1998, he was Chief Executive Officer and President of ValueRx. He holds Directorships with OmniCell Technologies and various private companies.

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