DOLE FOOD CO INC - 10-K - 20070323 - DIRECTORS_AND_OFFICERS
Item 10.
Directors,
Executive Officers and Corporate Governance
Below is a list of the names and ages of all directors and
executive officers of Dole as of March 15, 2007, indicating
their positions with Dole and their principal occupations during
the past five years. The current terms of the executive officers
will expire at the next organizational meeting of Dole’s
Board of Directors or at such time as their successors are
elected.
David H. Murdock, Chairman of the Board and Chief Executive
Officer.
Mr. Murdock, 83, joined Dole as
Chairman of the Board and Chief Executive Officer in July 1985.
He has been Chairman of the Board, Chief Executive Officer and
Director of Castle & Cooke, Inc., a Hawaii corporation,
since October 1995 (Mr. Murdock has beneficially owned all
of the capital stock of Castle & Cooke, Inc. since
September 2000). Since June 1982, he has been Chairman of the
Board and Chief Executive Officer of Flexi-Van Leasing, Inc., a
Delaware corporation wholly owned by Mr. Murdock.
Mr. Murdock also is the developer of the Sherwood Country
Club in Ventura County, California, and numerous other real
estate developments. Mr. Murdock also is the sole
stockholder of numerous corporations engaged in a variety of
business ventures and in the manufacture of industrial and
building products. Mr. Murdock is Chairman of the Executive
Committee and of the Corporate Compensation and Benefits
Committee of Dole’s Board of Directors.
C. Michael Carter, Executive Vice President, General
Counsel and Corporate Secretary, and
Director.
Mr. Carter, 63, became Dole’s
Senior Vice President, General Counsel and Corporate Secretary
in July 2003, Executive Vice President, General Counsel and
Corporate Secretary in July 2004, and a director of Dole in
April 2003. Mr. Carter joined Dole in October 2000 as Vice
President, General Counsel and Corporate Secretary. Prior to his
employment by Dole, Mr. Carter had served as Executive Vice
President, General Counsel and Corporate Secretary of
Pinkerton’s Inc. Prior to Pinkerton’s, Inc.,
Mr. Carter held positions at Concurrent Computer
Corporation, Nabisco Group Holdings, The Singer Company and the
law firm of Winthrop, Stimson, Putnam and Roberts.
Andrew J. Conrad, Ph.D.,
Director.
Dr. Conrad, 43, became a director
in July 2003. Dr. Conrad was a co-founder of the National
Genetics Institute and has been its chief scientific officer
since 1992. The National Genetics Institute is now a subsidiary
of Laboratory Corporation of America, where Dr. Conrad is
Global Head of Clinical Trials.
Richard J. Dahl, President, Chief Operating Officer and
Director.
Mr. Dahl, 55, became Dole’s
Senior Vice President and Chief Financial Officer in July 2003,
Dole’s President and Chief Operating Officer in July 2004,
and a director of Dole in April 2003. Mr. Dahl joined Dole
as Vice President and Chief Financial Officer in June 2002,
after serving as President and Chief Operating Officer of
Pacific Century Financial Corporation and Bank of
Hawaii. Prior to Pacific Century, Mr. Dahl held various
positions at Ernst & Young. Mr. Dahl is also a
director of IHOP, Inc. Mr. Dahl is Chairman of the Finance
Committee of Dole’s Board of Directors.
David A. DeLorenzo,
Director.
Mr. DeLorenzo, 60, joined Dole in
1970. He was President of Dole Fresh Fruit Company from
September 1986 to June 1992, President of Dole Food Company from
July 1990 to March 1996, President of Dole Food
Company-International from September 1993 to March 1996,
President and Chief Operating Officer of Dole from March 1996 to
February 2001, and Vice Chairman of Dole from February 2001
through December 2001, at which time Mr. DeLorenzo became a
consultant for Dole under contract for the period from January
2002 through January 2007. He has been a director of Dole for
more than five years. Mr. DeLorenzo is Chairman of the
Audit Committee of Dole’s Board of Directors.
Scott A. Griswold, Executive Vice President, Corporate
Development, and Director.
Mr. Griswold, 53,
became Dole’s Vice President, Acquisitions and Investments
in July 2003, Executive Vice President, Corporate Development in
July 2004, and a director in April 2003. Mr. Griswold has
been Executive Vice President of Finance of Castle &
Cooke, Inc., which is wholly owned by David H. Murdock, since
2000, and previously, from 1993, Vice President and Chief
Financial Officer of Pacific Holding Company, a sole
proprietorship of David H. Murdock. Since 1987, he has served as
an officer
and/or
director of various other companies held by Mr. Murdock.
Justin M. Murdock, Vice President, New Products and Corporate
Development, and Director.
Mr. Murdock, 34,
became Dole’s Vice President, New Products and Corporate
Development in November 2004, and a director in April 2003.
Mr. Murdock has been Vice President of Investments of
Castle & Cooke, Inc., which is wholly owned by David H.
Murdock, since 2001, and previously, from 1999, Vice President
of Mergers and Acquisitions of Pacific Holding Company, a sole
proprietorship of David H. Murdock.
Edward C. Roohan, Director.
Mr. Roohan,
43, became a director of Dole in April 2003. Mr. Roohan has
been President and Chief Operating Officer of Castle &
Cooke, Inc., which is wholly owed by David H. Murdock, since
December 2000. He was Vice President and Chief Financial Officer
of Castle & Cooke, Inc. from April 1996 to December
2000. He has served as an officer
and/or
director of various companies held by Mr. Murdock for more
than five years.
Joseph S. Tesoriero, Vice President and Chief Financial
Officer.
Mr. Tesoriero, 53, became
Dole’s Vice President and Chief Financial Officer in July
2004, after joining Dole as Vice President of Taxes in October
2002. Prior to his employment by Dole, Mr. Tesoriero was
Senior Vice President of Tax at Global Crossing.
Mr. Tesoriero also held tax positions at Coleman Camping
Equipment, Revlon Cosmetics, and International Business Machines.
Roberta Wieman, Executive Vice President, Chief of Staff, and
Director.
Ms. Wieman, 61, joined Dole in
1991 as Executive Assistant to the Chairman of the Board and
Chief Executive Officer. She became a Vice President of Dole in
1995, Executive Vice President and Chief of Staff in July 2004,
and a director in April 2003. Ms. Wieman has been Executive
Vice President of Castle & Cooke, Inc. since August
2001; Vice President and Corporate Secretary of
Castle & Cooke, Inc. from April 1996 to August 2001;
Corporate Secretary of Castle & Cooke, Inc. from April
1996; and a Director of Flexi-Van Leasing, Inc., which is wholly
owned by Mr. Murdock, since August 1996, and Assistant
Secretary thereof for more then five years.
All directors serve a term from the date of their election until
the next annual meeting. The executive officers (as defined in
the SEC’s
Rule 3b-7)
of the Company are David H. Murdock, C. Michael Carter, Richard
J. Dahl and Joseph S. Tesoriero.
Justin M. Murdock is a son of David H. Murdock. Otherwise, there
is no family relationship between any other officer or director
of Dole.
Dole’s Board of Directors has determined that Dole has at
least one audit committee financial expert serving on its Audit
Committee, David A. DeLorenzo, who is not independent. The other
members of the Audit Committee are Scott A. Griswold, Justin M.
Murdock and Edward C. Roohan.
Dole has adopted a code of ethics (as defined in Item 406
of the SEC’s
Regulation S-K)
applicable to our principal executive officer, principal
financial officer and principal accounting officer. A copy of
the code of ethics, which we call our Code of Conduct, and which
applies to all employees of Dole, is available on Dole’s
web site at www.dole.com. We intend to post on our web site any
amendments to, or waivers (with respect to our principal
executive officer, principal financial officer and principal
accounting officer) from, this code of ethics within four
business days of any such amendment or waiver.
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