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Composition
| Committee Charters
| Board Member Biographies
= Member = Chair Person
The Committees of the Board are the Audit Committee, the Compensation Committee, the Governance Committee
and the Finance and Strategic Planning Committee. From time to time, the Board may establish other Committees,
as it deems appropriate.
Each Committee is chaired by an Independent Director and consists of at least three directors. The Governance, Audit and Compensation Committees are comprised solely of Independent Directors. The Board has adopted charters for each of the four Committees listed above. Any new committees that may be formed will have a charter recommended by that Committee and ultimately approved by the Board.
Committee Chairs provide a report to the full Board of the activities, decisions and recommendations of the Committee.
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Audit Committee |
View Charter
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The Audit Committee has sole authority to appoint, review and discharge our independent auditors. The Committee
also reviews and approves in advance the services provided by the independent auditors, oversees the internal audit
function, reviews our internal accounting controls and oversees our Code of Business Conduct. The Audit Committee is
currently composed of Ms. Martin and Messrs. Blanchard, Wangberg, Wunsch and Foret, all of whom are "independent"
under the current NASDAQ stock market listing standards. Mr. Foret is the current Chair of the committee. The Board
has identified Messrs. Blanchard and Foret as current members of our Audit Committee who meet the definition of an
"Audit Committee Financial Expert" recently established by the Securities and Exchange Commission. |
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Compensation Committee |
View Charter
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| The Compensation Committee determines
the compensation for our executive officers and non-employee directors,
establishes our compensation policies and practices, and reviews the
annual financial performance of our benefit plans. The Compensation
Committee is currently composed of Messrs. Blanchard,
Gilligan, Rehfeld and Wunsch, all of whom are "independent" under the
current NASDAQ stock market listing standards. Mr. Gilligan is the current
Chair of the committee. |
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Finance and Strategic Planning Committee |
View Charter
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| The Finance and Strategic Planning Committee
provides assistance to the Board of Directors relating to our corporate
and financing strategies, financial policies and financial condition,
evaluates acquisitions and divestitures, and reviews modifications
to our capital structure. The Finance and Strategic Planning Committee
is composed of Ms. Martin and Messrs. Boyle,
Foret, Gilligan and Dr. Spivey. All members are "independent" under current NASDAQ
stock market listing standards. Mr. Boyle is the current Chair of
the committee. |
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Governance Committee |
View Charter
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| The Governance Committee reviews and
makes recommendations to the Board of Directors regarding nominees
for directors, monitors and reviews our corporate governance practices
and compliance with corporate governance rules and regulations and
conducts an annual review of Board effectiveness and the performance
of our CEO. The Governance Committee will consider qualified director
nominees recommended by shareowners. The Governance Committee is currently
composed of Dr. Spivey and Messrs. Boyle, Rehfeld
and Wangberg. All members are "independent" under current NASDAQ stock
market listing standards. Mr. Wangberg is the current Chair of the committee. |
John A. Blanchard III
Mr. Blanchard has been a director of ADC since November 1999 and has served as Non-executive Chairman of the Board since August 2003. He served as the Chairman of the Board and Chief Executive Officer of eFunds Corporation, a provider of transaction processing and risk management services, from June 2000 to September 2002. He continued to serve as a member of the Board of Directors of eFunds Corporation until his full retirement on December 31, 2002. Previously, Mr. Blanchard had served as President and Chief Executive Officer of Deluxe Corporation, a provider of paper checks and electronic banking services, from May 1995 to May 1996 and as Chairman of the Board and Chief Executive Officer of Deluxe Corporation from May 1996 to December 2000 when eFunds Corporation was spun out of Deluxe Corporation. From January 1994 to April 1995, Mr. Blanchard was Executive Vice President of General Instrument Corporation, a supplier of set boxes and systems components to the cable and satellite television industry. From 1991 to 1993, Mr. Blanchard was Chairman and Chief Executive Officer of Harbridge Merchant Services, Inc., a national credit card processing company. Prior to that, Mr. Blanchard was employed by AT&T for 25 years, most recently as Senior Vice President responsible for national business sales.
John J. Boyle III
Mr. Boyle has been a director of ADC since November 1999. Mr. Boyle was appointed Chief Executive officer of Arbor Networks, Inc., a company that researches next-generation cyber threats and develops solutions that prevent network attacks, in June 2005. Prior to joining Arbor Networks, Mr. Boyle served as President and Chief Executive Officer of Equallogic, Inc., a company that develops networked storage by building intelligent storage solutions that extend the benefits of consolidated storage throughout the enterprise, from 2003 to 2004. From April 2000 to July 2003, Mr. Boyle served as Chief Executive Officer of Cogentric, Inc., a provider of solutions to enable decision makers to evaluate and enhance their Web-based capabilities. He served as Senior Vice President of ADC from October 1999 to April 2000 following our acquisition of Saville Systems PLC. Prior to joining ADC, Mr. Boyle served as President and Chief Executive Officer of Saville Systems PLC from August 1994 to October 1999 and as Saville's Chairman of the Board from April 1998 to October 1999. Mr. Boyle is also a director of eFunds Corp.
Mickey P. Foret
Mr. Foret has been a director of ADC since February 2003. From September 1998 to September 2002, Mr. Foret served as Executive Vice President and Chief Financial Officer of Northwest Airlines, Inc., a commercial airline company. From September 1998 to September 2002, he also served as Chairman and Chief Executive Officer of Northwest Airlines Cargo Inc., a subsidiary of Northwest Airlines that specializes in cargo transport. From May 1998 to September 1998, Mr. Foret served as a Special Projects Officer of Northwest Airlines, Inc. Prior to that time he served as President and Chief Operating Officer of Atlas Air, Inc. from June 1996 to September 1997 and as Executive Vice President and Chief Financial Officer of Northwest Airlines, Inc. from September 1993 to May 1996. Mr. Foret previously held other senior management positions with various companies including Northwest Airlines, Continental Airlines Holdings, Inc. and KLH Computers, Inc. Mr. Foret is also as a director of Northwest Airlines, Inc., URS Corporation and Nash Finch Company.
J. Kevin Gilligan
Mr. Gilligan has been a director of ADC since September 2004. Since October 2004, Mr. Gilligan has served as the Chief Executive Officer of United Subcontractors, Inc., a nationwide company dedicated to the installation of residential and commercial insulation systems, as well as to a variety of complimentary products and services related to the industry. Prior to joining USI, Mr. Gilligan served as President and Chief Executive Officer of the Automation and Control Solutions Division of Honeywell International from 2001 to 2004. From 2000 to 2001, Mr. Gilligan served as President of the Home and Building Control Division of Honeywell International. He also served as president of the Solutions and Services Division of Honeywell International from 1997 to 1999 and as Vice President and General Manager of the North American Region of the Home and Building Control Division from 1994 to 1997. Mr. Gilligan is also a director of Graco Inc.
Lois M. Martin
Ms. Martin has been a director of ADC since March 2004. Ms. Martin has served as Senior Vice President and Chief Financial Officer for Capella Education Company, the publicly held parent company of Capella University, an accredited on-line university since 2004. From 2002 to 2004, Ms. Martin served as Executive Vice President and Chief Financial Officer of World Data Products, Inc., an industry-leading provider of server, storage, network and telecom solutions worldwide. From 1993 to 2001, Ms. Martin was employed by Deluxe Corporation during which time she held a number of positions, including Senior Vice President and Chief Financial Officer, Vice President and Corporate Controller, Vice President and Controller of Deluxe Financial Services Group, Vice President and Controller of Paper Payment Systems Division, Director of Accounting Services, and Director of Internal Audit. Prior to joining Deluxe Corporation, Ms. Martin served as International Controller for Carlson Companies, a privately held, international conglomerate. Ms. Martin is also a director of MTS Systems Corporation.
John E. Rehfeld
Mr. Rehfeld has been a director of ADC since September 2004. Mr. Rehfeld has served as an adjunct professor for the Executive MBA program at Pepperdine University in California since 1998. Mr. Rehfeld most recently served as Chief Executive Officer of Spruce Technologies, Inc., a DVD authoring software company, during 2001. From 1997 to 2001, Mr. Rehfeld served as Chairman and Chief Executive Officer of ProShot Golf, Inc. He also served as President and Chief Executive Officer of Proxima Corporation from 1995 to 1997 and as President and Chief Executive Officer of ETAK, Inc. from 1993 to 1995. Mr. Rehfeld is also a director of America, Inc., Primal Solutions, Inc., Island Data Corp, and Local.com Corporation. He is also Chairman of the Forum of Corporate Directors in Orange County, California.
William R. Spivey Ph.D.
Dr. Spivey has been a director of ADC since September 2004. Dr. Spivey most recently served as President and Chief Executive Officer of Luminent, Inc., a fiber optics transmission products manufacturer, from July 2000 to November 2001. From 1997 to 2000, Dr. Spivey served as Network Products Group President for Lucent Technologies. He also served as Vice President of the Systems & Components Group at AT&T Corporation/Lucent Technologies from 1994 to 1997. Dr. Spivey also serves on the Boards of Directors of Novellus Systems, Inc., Raytheon Company, The Laird Group, PLC and Cascade Microtech, Inc.
Robert E. Switz
Mr. Switz has been a director of ADC since August 2003. Mr. Switz has been President and Chief Executive Officer of ADC since August 2003. From January 1994 until August 2003, Mr. Switz served ADC as Chief Financial Officer as well as Executive Vice President and Senior Vice President. Mr. Switz also served as President of ADC's former Broadband Access and Transport Group from November 2000 to April 2001. Prior to joining ADC, Mr. Switz was employed by Burr-Brown Corporation, a manufacturer of precision micro-electronics, most recently as Vice President, Chief Financial Officer and Director, Ventures & Systems Business. Mr. Switz is also a director of Broadcom Corporation and Micron Technology, Inc.
Larry W. Wangberg
Mr. Wangberg has been a director of ADC since October 2001. Mr. Wangberg served as Chief Executive Officer and Chairman of the Board of TechTV (formerly ZDTV, Inc.), a cable television network focused on technology information, news and entertainment, from August 1997 until his retirement from these positions in July 2002. Previously, Mr. Wangberg was Chief Executive Officer and Chairman of the Board of StarSight Telecast, Inc., an interactive navigation and program guide company, from February 1995 to August 1997. Mr. Wangberg is also a director of Autodesk, Inc. and Charter Communications, Inc.
John D. Wunsch
Mr. Wunsch has been a director of ADC since 1991. Mr. Wunsch served in executive positions with Harris Bank N. A. and Harris myCFO, Inc., which are subsidiaries of the Bank of Montreal, from March 2002 through September 2006. He was an independent consultant in the financial services industry from December 2001 to March 2002. He was President and Chief Executive Officer of Family Financial Strategies, Inc., a registered investment advisory company, from 1997 to 2002. From 1990 to 1997, he served as President of Perrybell Investments, Inc., a registered investment advisory company.
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