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Governance

Board Memberships

Overview

  • Currently eight members; authorized board size of six to fifteen.
  • "Substantial majority" must be "independent." Currently seven of eight are independent.
  • Chairman of the Board: Ronald S. Beard. Written Charter

The Current Board is as follows:

Oliver G. Brewer, III

Oliver G. Brewer, III Mr. Brewer, 51, has served as a Director and President and Chief Executive Officer of the Company since March 2012. Mr. Brewer served as the President and Chief Executive Officer of Adams Golf, Inc. since January 2002. He was President and Chief Operating Officer of Adams Golf from August 2000 to January 2002 and Senior Vice President of Sales and Marketing of Adams Golf from September 1998 to August 2000. Mr. Brewer also served on the Board of Directors of Adams Golf since 2000 until his resignation effective as of February 29, 2012. Mr. Brewer is a 1986 graduate of the College of William and Mary and received his MBA from Harvard University in 1991.

Samuel H. Armacost

Samuel H. Armacost Mr. Armacost, 75, has served as a Director of the Company since April 2003 and is Chair of the Audit Committee. As of April 2010 he is Chairman Emeritus of SRI International (formerly Stanford Research Institute) after previously serving as Chairman. Mr. Armacost joined SRI International in 1998. He was Managing Director of Weiss, Peck & Greer LLC (an investment management and venture capital firm) from 1990 to 1998. He was Managing Director of Merrill Lynch Capital Markets from 1987 to 1990. Prior to that he was President and Chief Executive Officer of BankAmerica Corporation from 1981 to 1986. He also served as Chief Financial Officer of BankAmerica Corporation from 1979 to 1981. Currently, Mr. Armacost serves as a member of the Board of Directors of Exponent, Inc. and Franklin Resources, Inc. Mr. Armacost is a graduate of Denison University and received his MBA from Stanford University in 1964.

Ronald S. Beard

Ronald S. Beard Mr. Beard, 74, has served as a Director of the Company since June 2001 and was appointed Chairman in August 2005. Mr. Beard is currently a partner in the Zeughauser Group, consultants to the legal industry. Mr. Beard is a retired former Partner of the law firm of Gibson, Dunn & Crutcher LLP. He joined the firm in 1964, served as Chairman of the firm from April 1991 until December 2001, and was also its Managing Partner from April 1991 until mid-1997. Mr. Beard served as the Company's general outside counsel from 1998 until he joined the Board of Directors. He received his law degree in 1964 from Yale Law School.

John C. Cushman, III

John C. Cushman Mr. Cushman, 73, has served as a Director of the Company since April 2003. He has been Chairman of Cushman & Wakefield, Inc. since it merged with Cushman Realty Corporation in 2001, which he co-founded in 1978. Mr. Cushman also serves as Director and Chief Executive Officer of Cushman Winery Corporation, which is the owner of Zaca Mesa Winery, and which he co-founded in 1972. He began his career with Cushman & Wakefield, Inc., a commercial real estate firm, from 1963 to 1978. Currently, Mr. Cushman also serves on the boards of D.A. Cushman Realty Corporation and iCRETE, LLC. Mr. Cushman is a 1963 graduate of Colgate University where he received an Honorary Doctorate in Humane Letters in 2008, and he completed the Advanced Management Program at Harvard University in 1977.

John F. Lundgren

John F. Lundgren Mr. Lundgren, 63, was appointed to the Company's Board of Directors in March 2009 and is Chair of the Compensation and Management Succession Committee. He is Chairman and Chief Executive Officer and a director of Stanley Black & Decker, Inc., the successor entity following the merger of The Stanley Works and Black and Decker in March 2010. Prior to the merger, Mr. Lundgren served as Chairman and Chief Executive Officer of The Stanley Works, a worldwide supplier of consumer products, industrial tools and security solutions for professional, industrial and consumer use. Prior to joining The Stanley Works in 2004, Mr. Lundgren served as President – European Consumer Products, of Georgia Pacific Corporation and also held various positions in finance, manufacturing, corporate development and strategic planning with Georgia Pacific and its predecessor companies, namely James River Corporation from 1995 - 1997 and Fort James Corporation from 1997 - 2000. Mr. Lundgren began his business career in brand management at the Gillette Corporation. Mr. Lundgren has been a director of The Stanley Works since 2004 and is a member of the Board of Directors of the National Association of Manufacturers (NAM). Mr. Lundgren is a graduate of Dartmouth College and received his MBA from Stanford University.

Adebayo O. Ogunlesi

Adebayo O. Ogunlesi Mr. Ogunlesi, 60, was appointed to the Company's Board of Directors in January 2010 and is Chair of the Nominating and Corporate Governance Committee. He is Chairman and Managing Partner of Global Infrastructure Management, LLC, which is a private equity firm with over $15 billion in assets under management and which invests worldwide in infrastructure assets in the energy, transport, and water and waste industry sectors. Prior to founding Global Infrastructure Management, Mr. Ogunlesi spent 23 years at Credit Suisse where he held senior positions, including Executive Vice Chairman and Chief Client Officer and prior to that Global Head of Investment Banking. Currently Mr. Ogunlesi serves as a member of the Board of Directors of Goldman Sachs. Mr. Ogunlesi holds a B.A. (First Class Honours) in Politics, Philosophy and Economics from Oxford University, and a J.D. (magna cum laude) from Harvard Law School and M.B.A. from Harvard Business School. Prior to joining Credit Suisse, he was an attorney with the New York law firm of Cravath, Swaine & Moore. From 1980 to 1981, he served as a Law Clerk to the Honorable Thurgood Marshall, Associate Justice of the United States Supreme Court.

Richard L. Rosenfield

Richard L. Rosenfield Mr. Rosenfield, 69, has served as a Director of the Company since April 1994. From 1985 and until July 2011 he served as co-Founder and co-Chairman of California Pizza Kitchen, Inc., a gourmet pizza restaurant chain founded in 1985. From 1985 until 1996 and then from 2003 until July 2011, he also served as co-President and co-Chief Executive Officer of California Pizza Kitchen, Inc. In 2002, Mr. Rosenfield co-founded and served as co-President of LA Food Show, Inc., which is now owned by California Pizza Kitchen, Inc. From 1973 to 1985, Mr. Rosenfield was a principal and partner of the law firm of Flax & Rosenfield, a private law firm in Beverly Hills, California. From 1969 to 1973, Mr. Rosenfield served as an attorney in the U.S. Department of Justice. He is a 1969 graduate of DePaul University College of Law.

Anthony S. Thornley

Tony Thornley Mr. Thornley, 68, served as interim President and Chief Executive Officer of the Company from June 2011 to March 2012. He has served as a Director of the Company since April 2004 and was the Chair and designated "Financial Expert" of the Audit Committee until his appointment as interim President and Chief Executive Officer. From February 2002 to July 2005, he served as President and Chief Operating Officer of QUALCOMM Incorporated, the San Diego-based company that pioneered and developed technologies used in wireless networks throughout much of the world. He previously served as QUALCOMM's Chief Financial Officer from 1994 to February 2002. Prior to joining QUALCOMM, Mr. Thornley worked for Nortel Networks for 16 years, serving in various financial and information systems management positions including Vice President of Public Networks, Vice President of Finance NT World Trade, and Corporate Controller Northern Telecom Limited. Before Nortel, Mr. Thornley worked for Coopers & Lybrand. Mr. Thornley is a Director of Cavium Networks and Peregrine Semiconductors. Mr. Thornley received his degree in chemistry from Manchester University, England, and qualified as a chartered accountant.

Board Independence

Ronald S. Beard has been named Chairman of the Board, and presides at regularly scheduled meetings of the non-management Directors held without management present.

In accord with the Company's Bylaws and the governance policies of the Board, a substantial majority of the Company's Directors must be independent as determined by the Board. In making its independence determinations, the Board generally follows the independence standards of the New York Stock Exchange. More specifically, the Board considers whether a director has any direct or indirect relationship to the Company that may interfere with the exercise of the director's independence from management and the Company. In evaluating a particular relationship, the Board considers the materiality of the relationship to the Company, to the director and, if applicable, to an organization with which the director is affiliated.