Audit Committee Position

Mark Besca

Director

Mr. Besca has over 40 years of accounting and financial expertise serving in leadership roles as an advisor to Fortune 500 companies and as a public company board member. Since 2020, Mr. Besca has been a member of the board of directors and Audit Committee Chair of Markel Group Inc., a New York Stock Exchange listed financial holding company with diverse operations. Prior to his retirement in 2020, he spent 40 years at EY (formerly Ernst & Young, LLP) serving as lead and senior advisory audit partner to some of the largest public companies in the media and entertainment, consumer products and airline industries. From 2017 until 2020, Mr. Besca was the Leader of Long-Term Value and Stakeholder Capitalism initiative at EY. From 2012 to 2018, he served as Managing Partner of EY’s New York City office with over 11,000 professionals, and from 2009 to 2011, he was Northeast Managing Partner of EY’s Assurance and Advisory Business.

Mr. Besca received his M.B.A from Columbia Business School and graduated with a B.B.A. in Accounting from Pace University’s Lubin School of Business.

Chair

Nicholas Sokolow

Director

Nicholas Sokolow has served as one of our directors since June 2002, and has been designated as the “lead independent director” of the Company’s Board of Directors since June 2016. From January 1996 until its sale to BAE Systems on July 31, 2007, Mr. Sokolow served as a member of the Board of Directors of Armor Holdings. Mr. Sokolow served as a member of the Board of Directors of Stamford Industrial Group, Inc. from October 2006 until September 2009. From 2007 until December 31, 2014, Mr. Sokolow practiced law at the firm of Lebow & Sokolow LLP. From 1994 to 2007, Mr. Sokolow was a partner at the law firm of Sokolow, Carreras & Partners. From June 1973 until October 1994, Mr. Sokolow was an associate and partner at the law firm of Coudert Brothers.

Mr. Sokolow graduated with Economics and Finance degrees from the Institut D’Etudes Politiques, a Law degree from the Faculte de Droit and a Masters of Comparative Law degree from the University of Michigan. Mr. Sokolow is also an honorary member of the French Bar. Based upon Mr. Sokolow’s role as the Chairman of the Nominating/Corporate Governance Committee of the Company’s Board of Directors, education, legal background involving mergers and acquisitions, corporate governance expertise and extensive experience serving as a member of the boards of directors and committees of other public companies, the Company believes that Mr. Sokolow has the requisite set of skills to serve as a Board or Board committee member of the Company.

Member

Audit Committee Charter

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Compensation Committee Position

Nicholas Sokolow

Director

Nicholas Sokolow has served as one of our directors since June 2002, and has been designated as the “lead independent director” of the Company’s Board of Directors since June 2016. From January 1996 until its sale to BAE Systems on July 31, 2007, Mr. Sokolow served as a member of the Board of Directors of Armor Holdings. Mr. Sokolow served as a member of the Board of Directors of Stamford Industrial Group, Inc. from October 2006 until September 2009. From 2007 until December 31, 2014, Mr. Sokolow practiced law at the firm of Lebow & Sokolow LLP. From 1994 to 2007, Mr. Sokolow was a partner at the law firm of Sokolow, Carreras & Partners. From June 1973 until October 1994, Mr. Sokolow was an associate and partner at the law firm of Coudert Brothers.

Mr. Sokolow graduated with Economics and Finance degrees from the Institut D’Etudes Politiques, a Law degree from the Faculte de Droit and a Masters of Comparative Law degree from the University of Michigan. Mr. Sokolow is also an honorary member of the French Bar. Based upon Mr. Sokolow’s role as the Chairman of the Nominating/Corporate Governance Committee of the Company’s Board of Directors, education, legal background involving mergers and acquisitions, corporate governance expertise and extensive experience serving as a member of the boards of directors and committees of other public companies, the Company believes that Mr. Sokolow has the requisite set of skills to serve as a Board or Board committee member of the Company.

Member

Susan Ottmann

Director

Susan Ottmann has served as one of our directors since June 2021 and has more than 25 years of industrial engineering experience in multiple engineering, marketing, manufacturing and leadership roles for a number of multinational companies. Since August 2018, Ms. Ottmann has served as the graduate program director for Engineering Professional Development in the College of Engineering at the University of Wisconsin-Madison where she also teaches courses in technical leadership and technical project management for both credit and professional development programs. From October 2015 to August 2018, Ms. Ottmann was the business and program director in the College of Engineering at the University of Wisconsin-Madison where she managed the manufacturing systems online master’s program, led technical leadership short course programs and managed the Engineering Professional Development department’s human resource and finance staff as well as business process teams. From September 2013 to July 2015, Ms. Ottmann was the general manager for Thermo Fisher Scientific’s global analytical instrument business where she managed a team of 770 associates with operations in the US, UK. Germany and China as well as sales teams worldwide. From April 2006 to September 2013, Ms. Ottmann served in various roles at Danaher Corporation, including serving as President and Vice President in certain of its global business units.

Ms. Ottmann received B.S. degrees in Mechanical Engineering and Engineering & Public Policy from Carnegie Mellon as well as an M.S. degree in Management from North Carolina State University. Based upon Ms. Ottmann’s diverse global business, educational and leadership experience in a variety of engineering, commercial, financial, product development, marketing, and manufacturing roles, the Company believes that Ms. Ottmann has the requisite set of skills to serve as a Board or Board committee member of the Company.

Member

Roger Werner

Director

Mr. Werner has over 40 years of executive leadership experience, which includes building some of television’s most successful sports networks. He joined ESPN as Chief Operating Officer in 1982 and was named President and CEO in 1988. During his six years as COO and two years as President and CEO, ESPN became the world’s largest and most profitable cable television network. After leaving ESPN, Werner helped build the Los Angeles-based Prime Ticket Network (now Fox Sports West) into America’s largest and most valuable regional cable network, and between 1995 and 2002, he developed Speedvision (now Fox Sports 1) and Outdoor Life Network (now NBC Sports), serving as both networks’ President and CEO. From 2006 to 2013, he undertook a public company turnaround as President, CEO and Co-Chairman of Outdoor Channel Holdings, Inc. (OUTD), where he guided initiatives that significantly increased profitability and improved corporate governance.

Mr. Werner remains active in the sports and automotive video markets. He has been an advisor and a Director at The MotorTrend Group, the largest producer of digital automotive related content and a Discovery Communications company. He currently serves as Chairman of ACCUS (the Automobile Competition Committee of the United States).

Mr. Werner received his M.B.A from the University of Virginia’s Darden School and graduated from Trinity College.

Member

Compensation Committee Charter

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Nominating and Corporate Governance Committee Position

Nicholas Sokolow

Director

Nicholas Sokolow has served as one of our directors since June 2002, and has been designated as the “lead independent director” of the Company’s Board of Directors since June 2016. From January 1996 until its sale to BAE Systems on July 31, 2007, Mr. Sokolow served as a member of the Board of Directors of Armor Holdings. Mr. Sokolow served as a member of the Board of Directors of Stamford Industrial Group, Inc. from October 2006 until September 2009. From 2007 until December 31, 2014, Mr. Sokolow practiced law at the firm of Lebow & Sokolow LLP. From 1994 to 2007, Mr. Sokolow was a partner at the law firm of Sokolow, Carreras & Partners. From June 1973 until October 1994, Mr. Sokolow was an associate and partner at the law firm of Coudert Brothers.

Mr. Sokolow graduated with Economics and Finance degrees from the Institut D’Etudes Politiques, a Law degree from the Faculte de Droit and a Masters of Comparative Law degree from the University of Michigan. Mr. Sokolow is also an honorary member of the French Bar. Based upon Mr. Sokolow’s role as the Chairman of the Nominating/Corporate Governance Committee of the Company’s Board of Directors, education, legal background involving mergers and acquisitions, corporate governance expertise and extensive experience serving as a member of the boards of directors and committees of other public companies, the Company believes that Mr. Sokolow has the requisite set of skills to serve as a Board or Board committee member of the Company.

Chair

Roger Werner

Director

Mr. Werner has over 40 years of executive leadership experience, which includes building some of television’s most successful sports networks. He joined ESPN as Chief Operating Officer in 1982 and was named President and CEO in 1988. During his six years as COO and two years as President and CEO, ESPN became the world’s largest and most profitable cable television network. After leaving ESPN, Werner helped build the Los Angeles-based Prime Ticket Network (now Fox Sports West) into America’s largest and most valuable regional cable network, and between 1995 and 2002, he developed Speedvision (now Fox Sports 1) and Outdoor Life Network (now NBC Sports), serving as both networks’ President and CEO. From 2006 to 2013, he undertook a public company turnaround as President, CEO and Co-Chairman of Outdoor Channel Holdings, Inc. (OUTD), where he guided initiatives that significantly increased profitability and improved corporate governance.

Mr. Werner remains active in the sports and automotive video markets. He has been an advisor and a Director at The MotorTrend Group, the largest producer of digital automotive related content and a Discovery Communications company. He currently serves as Chairman of ACCUS (the Automobile Competition Committee of the United States).

Mr. Werner received his M.B.A from the University of Virginia’s Darden School and graduated from Trinity College.

Member

Nominating and Corporate Governance Committee Charter

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