ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

 

Set forth below is information concerning each of our directors and executive officers as of March 14, 2008.

 

Greg Osborn has been 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 Ideavillage.com.

 

Lanny Dacus has been 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 its New York Group.

 

Stathis Kouninis has been 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 May 2000 to January 2003, Mr. Kouninis was Director of Finance for CMGI, Inc., a publicly traded Internet technology company. Mr. Kouninis received a Bachelor of Science degree from the University of Massachusetts, and an Accounting Post Baccalaureate and a Master of Science degree in Taxation from Bentley College.

Joseph P. Carfora has been 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. Mr. 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.

 

Timothy M. Lane has been 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 Taco 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 of Science in accounting from the University of Dayton and an MBA from the University of Chicago.

 

Frederick G. Ledlow has been 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 Registry Inc.

 

William P. Miller has been 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 Eye and Ear Infirmary and Lighthouse International.

 

Peter O’Gorman has been 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.

 

Determination of Director Independence

 

The board 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 set 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 the exercise of independent judgment in carrying out the responsibilities of a director.

 

Committees of the Board of Directors

 

The board of directors currently has an Audit Committee, a Compensation Committee and a Corporate Governance Committee.

 

William 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 and personnel of the company. The Audit Committee has the authority to engage independent legal, accounting and other advisers, as it determines necessary to 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 the Audit Committee are the appointment, compensation, retention and oversight of our independent registered public accounting firm.

The 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 the compensation for our chief executive officer and, in consultation with our chief 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.

 

The Corporate Governance Committee, which was formed in September 2007, consists of 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.

 

Each 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.

 

Meetings of the Board of Directors and Committees

 

During 2007, there were six meetings of the board of directors and four meetings of the 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 of directors. Each director attended all of the meetings of each Committee of which he was then a member.

 

Director Nomination Process

 

We do not have a nominating committee as the board has determined, given its relatively small size, that the function of a nominating committee could be performed by the board as a whole without unduly burdening the duties and responsibilities of the board members. The board does not currently have a charter or written policy with regard to the nominating process.

 

At this 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 and maintaining procedures for the consideration of stockholder nominations would be unduly burdensome. However, any recommendations received from stockholders will 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.

 

Qualifications 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 other 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.

 

We do not currently employ an executive search firm, or pay a fee to any other third party, to locate qualified candidates for director positions.

 

Code of Ethics

 

Effective 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 Code of Ethics available on our website at www.taskerproducts.com under the heading “Investor Relations.”

 

Stockholder Communication with Board Members

 

We maintain board member contact information for stockholders, both telephone and 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 and 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 as directed in the stockholder communication. In addition, communications received via telephone for the board are forwarded to the board by an officer of our company.

 

Board Member Attendance at Annual Meetings

 

The board of directors does not have a formal policy regarding attendance of directors at our annual stockholder meetings, although all board members are encouraged to attend.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 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   with the Securities and Exchange Commission , and to 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 that 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 4 reflecting one transaction; Stathis Kouninis did not file on a timely basis one Form 4 reflecting one transaction, Joseph Carfora did not file on a timely basis one Form 3, one Form 4 reflecting three transactions, one Form 4 reflecting two transactions and one Form 4 reflecting one transaction; Frederick Ledlow did not 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 4 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 file 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 4 reflecting one transaction each .