WNR » Topics » Nominees

This excerpt taken from the WNR DEF 14A filed Apr 16, 2009.
Nominees
 
We currently have eight members on our Board of Directors. Our Board of Directors is divided into three classes. As of March 30, 2009, there were two class I directors (Brian J. Hogan and Scott D. Weaver), three class II directors (William D. Sanders, Ralph A. Schmidt and Jeff A. Stevens) and three class III directors (Carin M. Barth, Paul L. Foster and L. Frederick Francis). The term of each class of director is three years, with the term of one class expiring at each of our annual meetings of stockholders. The current term of office of the class I directors expires at the 2009 Annual Meeting of Stockholders.
 
Our Nominating and Corporate Governance Committee recommended to the Board of Directors that Mr. Hogan and Mr. Weaver be nominees for director at the 2009 Annual Meeting of Stockholders. Based on the Nominating and Corporate Governance Committee’s recommendations, our Board of Directors nominated both individuals for election to class I directorships at the 2009 Annual Meeting of Stockholders to serve for a three year term expiring at the Annual Meeting of Stockholders in 2012. Mr. Hogan and Mr. Weaver have consented to being named as nominees and have indicated their intention to serve if elected. Our Board of Directors has affirmatively determined that Mr. Hogan is independent under the rules and regulations of the New York Stock Exchange and the Securities and Exchange Commission, and Company guidelines. Both of the nominees are currently serving as directors and a brief description of their business experience is set forth below.
 
Unless otherwise instructed, the proxy holders will vote for the election of Mr. Hogan and Mr. Weaver. If for any reason any of the nominees should become unable to serve as a director prior to the annual meeting, the proxy holders may vote for the election of a substitute nominee designated by the Board of Directors.
 


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Table of Contents

             
    Age (as of
   
Nominee
  March 30, 2009)  
Principal Occupation and Business Experience
 
Brian J. Hogan
    47     Brian J. Hogan has served as one of our directors since January 2006. Since 1986, he has served as an officer of, and since 1990 as President of, Hogan Motor Leasing, Inc., a full-service regional truck leasing company. Mr. Hogan also serves as a director and Chairman of AmeriQuest Corp., a transportation and logistics resource company. In addition, he serves on various transportation and leasing industry professional association boards and charitable organization boards.
Scott D. Weaver
    50     Scott D. Weaver has served as one of our directors and as one of our executive officers since September 2005. From 2000 to August 2005, he served as the Chief Financial Officer, Treasurer and Secretary of one of our affiliates. In September 2005, he resigned as Chief Financial Officer and Treasurer and became our Chief Administrative Officer. In November 2005, he resigned as Secretary and became our Assistant Secretary. In December 2007, he resigned as Chief Administrative Officer and became a Vice President. Mr. Weaver currently serves on the board of directors of Encore Wire Corporation, a publicly-traded copper wire manufacturing company, and on the board of directors of WIG Holdings, Inc.
 
The Board of Directors unanimously recommends a vote FOR its nominees for director.
 
This excerpt taken from the WNR DEF 14A filed Apr 21, 2008.
Nominees
 
We currently have eight members on our Board of Directors. Our Board of Directors is divided into three classes. As of April 2, 2008, there were two class I directors (Brian J. Hogan and Scott D. Weaver), three class II directors (Jeff A. Stevens, Ralph A. Schmidt and William D. Sanders), and three class III directors (Paul L. Foster, Carin M. Barth and L. Frederick Francis). The term of each class of director is three years, with the term of one class expiring at each of our annual meetings of stockholders. The current term of office of the class III directors expires at the 2008 Annual Meeting of Stockholders.
 
Our Nominating and Corporate Governance Committee recommended to the Board of Directors that Mr. Foster, Ms. Barth and Mr. Francis be nominees for director at the annual meeting. Based on the Nominating and Corporate Governance Committee’s recommendations, our Board of Directors nominated all three individuals for election to class III directorships at the annual meeting to serve for a three year term expiring at the Annual Meeting of Stockholders in 2011. Mr. Foster, Ms. Barth and Mr. Francis have consented to being named as nominees and have indicated their intention to serve if elected. All three of the nominees are currently serving as directors and a brief description of their business experience is set forth below.
 
Unless otherwise instructed, the proxy holders will vote for the election of Mr. Foster, Ms. Barth and Mr. Francis. If for any reason any of the nominees should become unable to serve as a director prior to the annual meeting, the proxy holders may vote for the election of a substitute nominee designated by the Board of Directors.
 
             
    Age (as of
   
Nominee
 
April 2, 2008)
 
Principal Occupation and Business Experience
 
Paul L. Foster
    50     Paul L. Foster has served as one of our directors since September 2005 and as our President and Chief Executive Officer since 2000, when he acquired a controlling interest in our Company.
Carin M. Barth
    45     Carin M. Barth has served as one of our directors since March 2006. Ms. Barth is President of LB Capital, Inc., a private equity investment firm she co-founded in 1988. Currently, Ms. Barth serves on the advisory board of Amegy Bancorporation, Inc., a wholly-owned subsidiary of Zions Bancorporation; the board of the Methodist Hospital Research Institute; and the board of Ronald McDonald House of Houston. In February 2008, she was appointed a Commissioner to the Department of Public Safety for the state of Texas. She has served as Chairman of the Endowment at Texas Tech University since early 2006. During 2004-2005, Ms. Barth took a leave of absence from LB Capital, Inc., to serve as Chief Financial Officer of the US Department of Housing and Urban Development in Washington, DC. From September 2006 to July 2007, she also served as Interim Senior Vice President of Finance and Administration (CFO) at Texas Southern University.


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Table of Contents

             
    Age (as of
   
Nominee
 
April 2, 2008)
 
Principal Occupation and Business Experience
 
L. Frederick Francis
    51     L. Frederick Francis has served as one of our directors since February 2006. He is Chairman of Bank of the West, an El Paso-based bank. In addition, Mr. Francis is Chairman of Providence Memorial Hospital and Sierra Medical Center, as well as Chairman of Francis Properties. He also serves on the Board of Regents of the Texas Tech University System, where he is past Chairman, and serves on the boards of many other civic and charitable organizations.
 
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