10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
below is information concerning each of our directors and executive officers
of March 14, 2008.
Chairman and Director
Chief Executive Officer and Director
Financial Officer, Treasurer and Secretary
Executive Chairman and a director of our company since March 2007.
Mr. Osborn is the founder and since 1999 has been the Managing Director of
Indigo Ventures LLC. Between December 2006 and December 2007, Indigo Ventures’
affiliate, Indigo Securities LLC, served as the placement agent for the offering
of the 6% Notes and the December 6% Notes in the Tender Offer. Mr. Osborn is
also a registered representative with Indigo Securities LLC. Mr. Osborn
received a B.S. in Finance and Economics from Ramapo College of New Jersey.
Mr. Osborn serves on the board of directors of Celsia Technologies and The
Children of Bellevue. Mr. Osborn is a corporate advisor to
President, Chief Executive Officer and a director of our company since December
2006. Mr. Dacus was involved in the development and growth of Enterprise
Rent-A-Car, where he worked for 26 years, retiring in 1996 as President of
New York Group.
Chief Financial Officer of our company since February 2006, Treasurer of our
company since March 2006 and Secretary of our company since April 2006. From
November 2004 to February 2006, Mr. Kouninis served on the Staff of the Division
of Corporation Finance of the U.S. Securities and Exchange Commission. From
January 2004 to November 2004, Mr. Kouninis was the Director of Finance for
Bottomline Technologies, Inc., a publicly traded financial process software
company. From January 2003 to December 2003, Mr. Kouninis was the Chief
Financial Officer of PCA, Inc., a non-profit educational organization. From
2000 to January 2003, Mr. Kouninis was Director of Finance for CMGI, Inc.,
publicly traded Internet technology company. Mr. Kouninis received a Bachelor
Science degree from the University of Massachusetts, and an Accounting Post
Baccalaureate and a Master of Science degree in Taxation from Bentley College.
a director of our company since February 2007. He has been the senior
partner at the Law Offices of Joseph P. Carfora since December 1,
2007. Mr. Carfora was the founding partner and, between 2005 and
2007, was the senior litigation partner of the firm of Carfora Klar Gallo
Vitucci Pinter & Cogan. Previously and from 1999, Mr. Carfora was a
partner with Motola Klar Dinowitz & Carfora. Mr. Carfora is a member of the
American Bar Association and Association of the Bar of the City of New York.
Carfora is a graduate of California Western School of Law and he holds a Juris
Doctor Degree in Law and a Bachelors Degree in Business and Finance.
a director of our company since June 2007. Mr. Lane has been Chief
Executive Officer of Everest Advisors since June 1997. Mr. Lane was with PepsiCo
between 1981 and 1996, most recently as the Chief Executive Officer of PepsiCo
Restaurants International for Asia and the Middle East (KFC, Pizza Hut and
Bell). Mr. Lane served as chairman, president and CEO of Holiday Inn Worldwide,
a hotel group and division of Bass PLC in 1996. Mr. Lane received a Bachelor
Science in accounting from the University of Dayton and an MBA from the
University of Chicago.
a director of our company since December 2006. Mr. Ledlow has been a private
investor since 1995. Mr. Ledlow is the retired president of Cyanamid of Canada
(a subsidiary of American Cyanamid, now American Home Products). Mr. Ledlow
currently serves on the board of directors of Orangeville Inn & Suites, Inc.
and has served as a board director and Audit Committee Chairman for National
a director of our company since May 2006. Mr. Miller has been a private investor
since 2000. He is a board member and Chairman of the Audit Committee of Helios
and Matheson North America (formerly known as The A Consulting Team), a NASDAQ
listed company. He is a board member of Beth Israel Hospital, the New York
and Ear Infirmary and Lighthouse International.
a director of our company since January 2007. Mr. O’Gorman has been a private
investor since 2001. Mr. O’Gorman was a former Executive Vice President of the
Great Atlantic and Pacific Tea Company.
of Director Independence
of directors has determined that each of Joseph P. Carfora, Timothy M. Lane,
Frederick G. Ledlow, William P. Miller and Peter O’Gorman, who collectively
constitute a majority of the board, meets the general independence standards
forth in the Nasdaq Marketplace rules. In addition, the board has made a
subjective determination as to each of the foregoing individuals that no
relationships exist that, in the opinion of the board, would interfere with
exercise of independent judgment in carrying out the responsibilities of a
of the Board of Directors
of directors currently has an Audit Committee, a Compensation Committee and
Corporate Governance Committee.
P. Miller, Timothy M. Lane and Peter O’Gorman are the members of the Audit
Committee. Mr. Miller is the Chairman of the Audit Committee. The board of
directors has determined that each member of the Audit Committee meets the
Nasdaq Marketplace definition of “independent” for audit committee purposes. The
board of directors has also determined that Mr. Miller meets the SEC
definition of an “audit committee financial expert.” The Audit Committee’s
purpose is to represent and provide assistance to our board in fulfilling its
oversight responsibility to the stockholders, potential stockholders, the
investment community and others of our accounting and financial reporting
processes and the audits of our financial statements. In discharging its
oversight role, the Audit Committee is empowered to investigate any matter
brought to its attention with full access to all books, records, facilities
personnel of the company. The Audit Committee has the authority to engage
independent legal, accounting and other advisers, as it determines necessary
carry out its duties. The Audit Committee has sole authority to approve related
fees and retention terms of such advisers. Among the primary activities of
Audit Committee are the appointment, compensation, retention and oversight
our independent registered public accounting firm.
Compensation Committee consists of Peter O’Gorman, Frederick G. Ledlow and
William P. Miller. Mr. O’Gorman is the Chairman of the Compensation Committee.
The board of directors has determined that each member of the Compensation
Committee meets the Nasdaq Marketplace definition of “independent” for
compensation committee purposes. The Compensation Committee has a written
charter. The Compensation Committee is primarily responsible for approving
compensation for our chief executive officer and, in consultation with our
executive officer, approving the compensation of other executive officers and
administering our 2006 Stock Plan. However, see “—Compensation Discussion and
Analysis” as to the recent determination of compensation packages.
Corporate Governance Committee, which was formed in September 2007, consists
Frederick G. Ledlow, Joseph P. Carfora and Timothy M. Lane. Mr. Ledlow is the
Chairman of the Corporate Governance Committee. The board of directors has
determined that each member of the Corporate Governance Committee meets the
Nasdaq Marketplace definition of “independent” for compensation committee
purposes. The Corporate Governance Committee has a written charter. The
Corporate Governance Committee is primarily responsible for developing and
recommending to the board corporate governance principles, advising the board
with respect to the structure and composition of committees of the board,
recommending the compensation of the members of the board and addressing certain
conflicts of interest.
committee has the power to engage independent legal, financial or other
advisors, as it may deem necessary, without consulting or obtaining the approval
of the board of directors or any officer of our company.
of the Board of Directors and Committees
2007, there were six meetings of the board of directors and four meetings of
Audit Committee. The Compensation and Corporate Governance Committees did not
have any meetings during 2007.Each director, who was a director of our company
at the time of the board meeting, attended all of the meetings of the board
directors. Each director attended all of the meetings of each Committee of
he was then a member.
have a nominating committee as the board has determined, given its relatively
small size, that the function of a nominating committee could be performed
the board as a whole without unduly burdening the duties and responsibilities
the board members. The board does not currently have a charter or written policy
with regard to the nominating process.
time, we do not have a formal policy with regard to the consideration of any
director nominees recommended by our stockholders because historically we have
not received nominations from our stockholders and the costs of establishing
maintaining procedures for the consideration of stockholder nominations would
unduly burdensome. However, any recommendations received from stockholders
be evaluated in the same manner that potential nominees recommended by board
members, management or other parties are evaluated. Any stockholder nominations
proposed for consideration should include the nominee’s name and qualifications
for board membership and should be addressed to: Stathis Kouninis, Chief
Financial Officer, Tasker Products Corp., 21-00 Route 208, Fairlawn, New Jersey
07410. We do not intend to treat stockholder recommendations in any manner
different from other recommendations.
for consideration as a board nominee may vary according to the particular areas
of expertise being sought as a complement to the existing board composition.
However, in making its nominations, the board of directors consider, among
things, an individual’s business experience, industry experience, breadth of
knowledge about issues affecting us, time available for meetings and
consultation regarding company matters and other particular skills and
experience possessed by the individual.
currently employ an executive search firm, or pay a fee to any other third
party, to locate qualified candidates for director positions.
September 2007, the board of directors adopted a Code of Business Conduct and
Ethics and Compliance Program that applies to, among other persons, our
President and Chief Executive Officer (being our principal executive officer),
our Chief Financial Officer (being our principal financial and accounting
officer), as well as persons performing similar functions. We have made the
of Ethics available on our website at www.taskerproducts.com under the heading
Communication with Board Members
maintain board member contact information for stockholders, both telephone
email, on our website (www.taskerproducts.com) under the headings “Contact Us”
and “Investor Relations,” respectively. By following the Contact Us link, a
stockholder will be given access to our telephone number and mailing address
by following the Investor Relations link, a stockholder is provided our email
address. Communications sent to us and specifically marked as a communication
for the board will be forwarded to the board or specific members of the board
directed in the stockholder communication. In addition, communications received
via telephone for the board are forwarded to the board by an officer of our
Member Attendance at Annual Meetings
of directors does not have a formal policy regarding attendance of directors
our annual stockholder meetings, although all board members are encouraged
16(a) Beneficial Ownership Reporting Compliance
16(a) of the Exchange Act requires our directors and executive officers and
persons who own beneficially more than 10% of our common stock to file reports
of ownership and changes in ownership of such common stock
Securities and Exchange Commission
deliver copies of such reports with us. Based solely upon a review of the copies
of such reports delivered to us, we believe that during 2007 such reporting
persons complied with the filing requirements of said Section 16(a) except
Lanny Dacus did not file on a timely basis two Forms 4 reflecting three
transactions each, three Forms 4 reflecting two transactions each and one Form
reflecting one transaction; Stathis Kouninis did not file on a timely basis
Form 4 reflecting one transaction, Joseph Carfora did not file on a timely
one Form 3, one Form 4 reflecting three transactions, one Form 4 reflecting
transactions and one Form 4 reflecting one transaction; Frederick Ledlow did
file on a timely basis two Forms 4 reflecting three transactions each and one
Form 4 reflecting two transactions; Peter O’Gorman did not file on a timely
basis one Form 3, two Forms 4 reflecting three transactions each, one Form
reflecting two transactions and one Form 4 reflecting one transaction; Timothy
Lane did not file on a timely basis one Form 3, one Form 4 reflecting three
transactions and one Form 4 reflecting one transaction; Greg Osborn did not
one Form 3, one Form 4 reflecting three transactions and two Forms 4 reflecting
one transaction each; and Leonid Frenkel did not file one Form 3 and two Forms
reflecting one transaction each