PROPOSAL 1
ELECTION OF DIRECTORS
The Board presently consists of seven directors, all of whom have been
nominated by the Board for re-election to serve until the next Annual Meeting of
Shareholders and until their successors have been elected and qualified.
It is expected that the nominees named below will be able to accept
such nominations. If any of the below nominees for any reason is unable or is
unwilling to serve at the time of the Meeting, the Proxy holders will have
discretionary authority to vote the Proxy for a substitute nominee or nominees.
The following sets forth information as to the nominees for election at the
Meeting, including their ages, present principal occupations, other business
experience during the last five years, memberships on committees of the Board
and directorships in other publicly-held companies.
THE BOARD RECOMMENDS THE SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES LISTED BELOW.
NOMINEES Year First
Elected
Name Age Position Director or Officer
Marshall A. Smith III(3) 53 Chairman of the Board 1989
Thomas R. Kaetzer(3) 42 Chief Executive Officer 1998
President and Director
Jim C. Bigham 65 Executive Vice President, 1991
Secretary and Director
John E. Loehr(1)(2)(3) 55 Director 1992
Anthony P. Towell(1)(2)(3) 69 Director 1997
J. Virgil Waggoner(1)(2)(3) 73 Director 1997
Steven M. Morris(1) 49 Director 2000
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(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Executive Committee.
2
Marshall A. Smith III has served as an officer and a director of GulfWest
since July 1989. From July 1989 to November 20, 1992, he served as president and
chairman of the Board. On November 20, 1992, he resigned as president but
continued as chief executive officer and chairman of the board. On September 1,
1993, Mr. Smith reassumed the duties of president and resigned as chairman of
the board. On December 21, 1998, he resigned as president but remained chief
executive officer. On March 20, 2001, he resigned as chief executive officer and
was elected chairman of the board.
Thomas R. Kaetzer was appointed senior vice president and chief operating
officer of GulfWest on September 15, 1998 and on December 21, 1998 became
president and a director. On March 20, 2001, he was appointed chief executive
officer. Mr. Kaetzer has 17 years experience in the oil and gas industry,
including 14 years with Texaco Inc., which involved the evaluation, exploitation
and management of oil and gas assets. He has both onshore and offshore
experience in operations and production management, asset acquisition,
development, drilling and workovers in the continental U.S., Gulf of Mexico,
North Sea, Colombia, Saudi Arabia, China and West Africa. Mr. Kaetzer has a
Masters Degree in Petroleum Engineering from Tulane University and a Bachelor of
Science Degree in Civil Engineering from the University of Illinois.
Jim C. Bigham has served as executive vice president of GulfWest since 1996
and as secretary and a director since 1991. Prior to joining GulfWest, he held
management and sales positions in the real estate and printing industries. Mr.
Bigham is also a retired United States Air Force Major. During his military
career, he served in both command and staff officer positions in the
operational, intelligence and planning areas.
John E. Loehr has served as a director of GulfWest since 1992, as chairman
of the board from September 1, 1993 to July 8, 1998 and as chief financial
officer from November 22, 1996 to May 28, 1998. He is also currently president
and sole shareholder of ST Advisory Corporation, an investment company, and
vice-president of Star-Tex Trading Company, also an investment company. He was
formerly president of Star-Tex Asset Management, a commodity-trading advisor,
and a position he held from 1988 until 1992 when he sold his ownership interest.
Mr. Loehr is a CPA and is a member of the American Institute of Certified Public
Accountants and Texas Society of Certified Public Accountants.
Anthony P. Towell has served as a director of GulfWest since November 13,
1997. From July 1998 to March 2001 he served as chairman of the board. Mr.
Towell is a director of a number of public companies, both in the United Kingdom
and the United States, in the safety, environmental and computer network
industries. Mr. Towell has been in the petroleum business since 1957 and has
held executive positions with various public oil and gas companies including the
Royal Dutch Shell group companies and Pacific Resources, Inc.
J. Virgil Waggoner has served as a director of GulfWest since December 1,
1997. Mr. Waggoner's career in the petrochemical industry began in 1950 and
included senior management positions with Monsanto Company and El Paso Products
Company, the petrochemical and plastics unit of El Paso Company. He served as
president and chief executive officer of Sterling Chemicals, Inc. from the
firm's inception in 1986 until its sale and his retirement in 1996. He is
currently president and chief executive officer of JVW Investments, Ltd., a
private company. He continues to serve as non-executive vice chairman of the
Board of Directors of Sterling Chemicals, Inc. He is also on the Board of
Directors of Kirby Corporation and an advisory board director of First
Commercial Bank of Little Rock, Arkansas.
Steven M. Morris was appointed a director of GulfWest on January 6, 2000.
He was the president of Pozo Resources, Inc., an oil and gas production company,
until its asset were sold to GulfWest on December 31, 1999. Mr. Morris is a
certified public accountant and president of Pentad Enterprises, Inc., a private
investment firm in Houston, Texas. He is currently a director of the Bank of
Tanglewood, Houston, Texas, and Quicksilver Resources, Inc., a publicly traded
oil and gas exploration and production company with offices in Ft. Worth, Texas.
3
BOARD MEETINGS AND COMMITTEES
The Board met four times in 2000. The board has established an audit
committee, a compensation committee and an executive committee. The functions of
these committees, their current members, and the number of meetings held during
2000 are described below.
The function of the audit committee is to assist the board in fulfilling
its oversight responsibilities by reviewing the financial information that will
be provided to the shareholders and others, the systems of internal controls
that management and the board of directors have established, and the audit
process. The committee is comprised of Mr. John E. Loehr (Chairman), Mr. Anthony
P. Towell, Mr. J. Virgil Waggoner and Mr. Steven M. Morris. The committee met
twice in 2000.
The function of the compensation committee is to develop and administer an
executive compensation system, which will enable the Company to attract and
retain qualified executives. The committee is comprised of Mr. J. Virgil
Waggoner (Chairman), Mr. Anthony P. Towell, and Mr. John E. Loehr. The committee
met twice in 2000.
The executive committee was established to make recommendations to the
board of directors in the areas of financial planning, strategies and business
alternatives. The committee is comprised of Mr. Anthony P. Towell (Chairman),
Mr. J. Virgil Waggoner, Mr. Marshall A. Smith III, Mr. John E. Loehr and Mr.
Thomas R. Kaetzer. The committee met twice in 2000.
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