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This excerpt taken from the VLG DEF 14A filed Oct 2, 2006. Nominees
and Continuing Directors
The Board of Directors is divided into three classes, with the
terms of office of each class ending in successive years. At the
Annual Meeting, three directors of the Company are to be elected
for a term expiring at the Annual Meeting in 2009, or until
their successors have been elected and qualified. Certain
information with respect to the nominees proposed by the Company
and the other directors whose terms of office as directors will
continue after the Annual Meeting is set forth below. Should the
nominees be unable or unwilling to serve (which is not
expected), the proxies (except proxies marked to the contrary)
will be voted for such other persons as the Board of Directors
of the Company may recommend. Messrs. Exley, Maier,
Riebenack and Hespe are “independent” as defined by
applicable U.S. Securities and Exchange Commission
(“SEC”) and American Stock Exchange (“AMEX”)
regulations.
Name,
Age, Principal Occupation or Position, Other Directorships
TO BE ELECTED FOR TERM ENDING IN 2009:
Ben Exley,
IV, 59
Mr. Exley was elected a director of the Company in January
1997. He served as a Marketing Specialist for the Ohio Valley
Industrial and Business Development Corporation from April 1998
to May 2000 and served as its Interim Executive Director during
1999. Mr. Exley served as the President of Ohio Valley
Clarksburg, Inc., from 1987 through 1997 and Bailey Drug Company
from 1993 through 1997, both of which were pharmaceutical
distributors and wholly-owned subsidiaries of Cardinal Health
Inc. Mr. Exley has also served on the board of directors of
several companies, including BankOne West Virginia N.A. from
1994 through 2000, BankOne Wheeling-Steubenville N.A. from 1991
through 2000 and Stone & Thomas, a chain of clothing
department stores, from 1991 through 1997. Mr. Exley
received a Bachelor of Science degree in Business Administration
from West Virginia Wesleyan College. He also holds a Masters in
Business Administration degree from Northern Illinois University.
William A.
Indelicato, 67
Mr. Indelicato was elected a director of the Company in
January 1997, was appointed as the Company’s Vice Chairman
in February 2002, served as the Company’s Acting Chief
Executive Officer from February 2002 to October 2002 and was
appointed as the Company’s Chief Executive Officer in June
2003. Mr. Indelicato has been President of ADE Vantage,
Inc., a business consulting firm which provides certain services
to the Company, since July 1992. From 1988 to 1991,
Mr. Indelicato served as General Business Director of Union
Carbide Industrial Gases Inc. Mr. Indelicato has also been
an associate professor of strategic management at Pace
University in New York. Mr. Indelicato received his
Bachelor of Science degree in Electrical Engineering from the
University of Notre Dame and his Masters in Business
Administration degree from Pace University.
August E.
Maier, 77
Mr. Maier was elected a director of the Company in January
1997 and served as the Company’s Acting President from
February 2002 to October 2002. In September 1997, Mr. Maier
became an employee of the Company and served as Corporate
Director of Field Operations until his retirement in July 1999.
He served as Chief Executive Officer of Houston Fearless 76, a
manufacturer of digital imaging and film processing equipment,
from May 1995 to August 1997. From October 1987 to May 1995,
Mr. Maier was Chief Executive Officer of Holox, Inc., a
large distributor of industrial gases and welding equipment. He
currently serves on the board of directors for Allied Insurance
Corporation. Mr. Maier received his Bachelor of Science
degree in Mechanical Engineering from the Indiana Institute of
Technology and his Masters in Business Administration degree
from the Harvard Business School.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
IN FAVOR OF THE NAMED NOMINEES
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Name,
Age, Principal Occupation or Position, Other
Directorships
TO CONTINUE IN OFFICE UNTIL 2007:
F. Walter
Riebenack, 67
Mr. Riebenack was elected a Director of the Company in
January 1999. He is presently the Managing Member of
U.S. Capital Advisors, L.L.C., a management consulting
firm. He also presently serves as a Director, President and
Chief Executive Officer of UCSB Financial Corporation, a
one-bank holding company, and as a Vice President of its
subsidiary bank. From 1990 until December 2002,
Mr. Riebenack served as the Chief Financial Officer,
General Counsel and as a member of the Board of Site-Blauvelt
Engineers, Inc., a multi-disciplinary consulting engineering
firm offering transportation design, geotechnical engineering,
subsurface exploration, construction inspection and materials
testing services to a wide range of clients in both the public
and private sectors of the marketplace, with offices in New
Jersey, Pennsylvania, New York, Delaware, Virginia, Ohio,
Maryland, South Carolina and West Virginia. Mr. Riebenack
also serves on the Board of Members of Harbor Investments,
L.L.C. and Harbor Investments II, L.L.C., two private
equity funds. Mr. Riebenack received his law degree along
with his Bachelor of Business Administration degree in Finance
and Accounting from the University of Notre Dame.
Mr. Riebenack has served as an instructor of Business Law
at Indiana University in Fort Wayne, Indiana and has also
served as an instructor of Business Law, Principles of Insurance
and Seminars in Business at the University of Saint Francis in
Fort Wayne, Indiana.
TO CONTINUE IN OFFICE UNTIL 2008:
Robert P.
Hespe, 57
Mr. Hespe was elected a director of the Company in August
2005. Mr. Hespe, who retired in 1998, served as Assistant
Corporate Controller for Union Carbide Corporation, an
industrial chemical company, from 1992 to 1998 and was
Division Controller for Union Carbide’s Specialty
Chemicals business from 1990 to 1992. Mr. Hespe also served
as Controller for the Packaged Gases Division of Union Carbide
from 1977 to 1990, which became part of the Union Carbide
spin-off of Praxair in 1992. Mr. Hespe holds a Bachelor of
Science degree in Accounting from Rider University.
Gary E.
West, 69
Mr. West has served as Chairman of our Board of Directors
since 1984. From 1970, when he purchased the Company, to March
1995, Mr. West served as President of the Company.
Mr. West has also served as President of West Rentals,
Inc., GEW Real Estate and Equip Lease Corp. and Vice President
of Acetylene Products Corp. since 1992, 1988 and 1985,
respectively. From June 1993 to 2002, he served as a director of
WesBanco a bank holding company, and from June 1990 to 2005, he
served as a director of H.E. Neumann Co., a plumbing, heating
and mechanical contracting company. Mr. West received his
Bachelor of Science degree in Business Administration from West
Liberty State College.
James P.
Hart, 52
Mr. Hart was elected a director of the Company in January
1997. Mr. Hart was appointed as President of the Company in
June 2003 and as acting Chief Financial Officer in June 2004. He
served as Vice President and Chief Financial Officer of
Industrial Scientific Corporation (“ISC”), a
manufacturer of portable instruments used for detecting and
monitoring a variety of gases, from August 1994 through
September 2002. From March 1984 to August 1994, Mr. Hart
was Treasurer and Controller of ISC. Mr. Hart holds a
Bachelor of Science degree in Accounting from the University of
Scranton.
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