MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to our
executive officers and directors as of August 31, 2000:
NAME AGE POSITION
------------------------------- -------- -----------------------------------------------------
J. Jovan Philyaw............... 35 Chairman of the Board and Chief Executive Officer
Michael N. Garin............... 54 President, Chief Operating Officer and Director
Patrick V. Stark............... 46 Executive Vice President and Director
Scott P. Carlin................ 45 President of the Media Group
Gregory D. Lerman.............. 54 President of the Retail and Direct Marketing Group
Douglas L. Davis............... 34 President of the Technology Group
Stuart B. Graber............... 46 President of the International Group
Donald E. Welsh................ 57 President of the Publishing Group
William S. Leftwich............ 51 Vice President, Chief Financial Officer and Secretary
Blaine L. Thacker.............. 57 President of the Business and Consumer Group
Jeffrey A. Glickman............ 49 President of DigitalDemographics.:Com Inc.
John G. Huncke................. 47 Executive Vice President of the Media Group
John W. Weems.................. 46 Chief Marketing Officer
William O. Hunt................ 66 Director
Michael H. Jordan.............. 63 Director
Jack A. Turpin................. 69 Director
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J. Jovan Philyaw founded us in September 1998 and is the creator of our
:CueCat and :CRQ technology. Prior to founding us, Mr. Philyaw created NET TALK
LIVE! THE INTERNET TALK SHOW, now known as NET TALK INTERACTIVE!, in September
1996 and served as its Executive Producer and host from September 1996 to
February 2000. Since December 1997, Mr. Philyaw has served as the President and
Chief Executive Officer of Infotainment Telepictures, Inc., the predecessor
company that produced NET TALK LIVE! THE INTERNET TALK SHOW, before we acquired
these predecessor rights. Mr. Philyaw served as Executive Vice President and
Chief Marketing Officer of Internet America, an Internet service provider, from
September 1995 to September 1996.
Michael N. Garin joined us as our President and Chief Operating Officer in
August 1999. From 1989 to 1999, Mr. Garin served as the global head of Media and
Communications for Furman Selz and ING Barings LLC after ING Barings acquired
Furman Selz in October 1997. Mr. Garin also served on the management committee
and board of directors of Furman Selz from 1993 to 1997. In 1978, Mr. Garin
co-founded Telepictures, a television distribution company. In 1986,
Telepictures merged with Lorimar to become Lorimar-Telepictures. Mr. Garin holds
a masters degree in Philosophy and Arts from the New School of Social Research,
New York, and an A.B. in Economics from Harvard College.
Patrick V. Stark joined us as our Executive Vice President on December 31,
1999. Mr. Stark became one of our directors in September 1998. Mr. Stark was a
shareholder/director at the law firm of Kane, Russell, Coleman & Logan, P.C. in
Dallas, Texas, from January 1992 until he joined us. Mr. Stark holds a law
degree from Georgetown University Law Center and a B.A. in Spanish from Arizona
State University.
Scott P. Carlin joined us as the President of our Media Group in October
1999. From June 1995 until he joined us, he served as Executive Vice President
of Warner Bros. Domestic Television Distribution and Executive Vice President,
Telepictures Distribution. From March 1991 to June 1995, Mr. Carlin served as
Senior Vice President, Sales, Warner Bros. Domestic Television Distribution.
Mr. Carlin holds a B.A. in communications from the University of Colorado.
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Gregory D. Lerman joined us as the President of our Retail and Direct
Marketing Group, our division that works with direct response media such as home
shopping television networks, catalogs and direct mail, in August 1999. Prior to
joining us, Mr. Lerman served as President of E-Commerce for Paxson
Communications, which owns and operates television broadcast stations, from
February 1999 to October 1999 and Executive Vice President and General Manager
of Valuevision International, an integrated direct marketing company, from
January 1998 to February 1999. From January 1997 to September 1997, Mr. Lerman
served as President and Chief Operating Officer of Kent and Spiegel Direct, a
television direct marketing firm. Within one year after Mr. Lerman left Kent and
Spiegel Direct, the company filed for bankruptcy. From January 1995 to
December 1996, Mr. Lerman was retired. From October 1989 to December 1994, he
served as Executive Vice President of Fingerhut Companies, Inc., a catalog
direct marketer. Mr. Lerman holds a B.A. in history from the University of
Minnesota.
Douglas L. Davis joined us as the President of our Technology Group in
December 1999. Prior to joining us, he was employed by Internet America, an
Internet service provider, where he served as Executive Vice President and Chief
Operating Officer from July 1996 to December 1999 and as Chief Technology
Officer from January 1996 to July 1996. Mr. Davis was head of research and
development at Internet America from November 1995 to January 1996. From July
1990 to November 1995, Mr. Davis was a Director of Computer Operations for the
School of Engineering and Applied Science of Southern Methodist University.
Stuart B. Graber joined us as the President of our International Group in
December 1999. Mr. Graber served as Chief Executive of Music Choice Europe, a
digital audio company part-owned by Time Warner, British Sky Broadcasting, Sony
and EMI, from October 1993 to December 1999. Mr. Graber holds a masters degree
in international communications from Brooklyn College and a B.A. in journalism,
broadcasting and administration from the University of Maryland.
Donald E. Welsh joined us as the President of our Publishing Group in
January 2000. Prior to joining us, Mr. Welsh, who has been in publishing for
thirty years, was Chairman of Group XXVII Communications from August 1997 to
December 1999. From March 1995 to March 1997, he was Executive Vice President of
Marvel Publications. From March 1990 to March 1996, he served as chairman of the
Welsh Publishing Group. Mr. Welsh holds an A.B. from Columbia University and a
J.D. from Cleveland Marshall School of Law.
William S. Leftwich joined us as our Vice President, Chief Financial Officer
and Secretary in May 1999. From March 1995 to May 1999, he served as Chief
Financial Officer for ViewCast.com, formerly MultiMedia Access Corporation, a
company that develops and sells streaming video products and desktop video
conferencing products. From January 1993 to March 1995, he served as Chief
Financial Officer of Integrated Security Systems, Inc., a provider of fully
integrated building security systems. Mr. Leftwich holds a B.B.A. in Accounting
from Texas A&M University and is a certified public accountant.
Blaine L. Thacker joined us as our Chief Strategy Officer in October 1999
and on May 1, 2000 became the President of our Business and Consumer Group.
Prior to joining us, Mr. Thacker served as Executive Vice President of Sterling
Communications, Inc., an international systems integration firm, from August
1998 to September 1999. Prior to that, Mr. Thacker was the Vice President of
Sales and Marketing for Digital Network Access, an Internet service provider,
from September 1997 to August 1998. He served as President of Choice Com, Inc.,
a competitive local exchange carrier, from March 1997 until August 1997 after
acting as British Telecom's Vice President of Global Sales for its Information
Technology outsourcing business from May 1993 until January 1997. Mr. Thacker
has over 30 years of executive level experience with companies such as AT&T,
General Electric and Oracle. He holds an M.B.A. from Western New England College
and a B.B.A. in marketing and finance from the University of Oklahoma.
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Jeffrey A. Glickman joined us as the President of
DigitalDemographics.:Com Inc., our subsidiary that collects and markets
aggregate demographic data, in December 1999. Prior to joining us, Mr. Glickman
served as President of World Class Marketing, a database marketer, from March
1995 to December 1999. Mr. Glickman holds a Ph.D. in reproductive endocrinology
from the University of Western Ontario, an M.Sc. in embryology from McGill
University and a B.S. in marine biology from McGill University.
John G. Huncke joined us as the Executive Vice President of our Media Group
in January 2000. Prior to joining us, Mr. Huncke served as General Counsel of
Universal Pictures from June 1998 to December 1999. From January 1995 to June
1998, Mr. Huncke served as General Counsel and Chief Operating Officer of
Polygram Television, a television production and distribution company. From
January 1987 to January 1995, Mr. Huncke served as Executive Vice President and
General Counsel for ITC Entertainment Group, a motion picture production and
distribution company. Mr. Huncke holds a J.D. from the University of Southern
California and a B.S. from the University of Notre Dame.
John M. Weems joined us as our Chief Marketing Officer in July 2000. Prior
to joining us, Mr. Weems served as Senior Vice President and General Manager of
the Consumer Products Division at Equity Marketing, Inc., a toy company, from
April 1998 to July 2000. Prior to that, Mr. Weems served as chief operating
officer of Corinthian Marketing, Inc., a sports collectibles company, from April
1996 to April 1998, when that company was sold to Equity Marketing, Inc. Prior
to that, Mr. Weems was co-founder and co-owner of Morrison Entertainment
Group, Inc., a toy development and marketing company, from March 1989 to April
1996. Mr. Weems holds an M.B.A. from the University of North Carolina and a B.A.
in political science from North Carolina State University.
William O. Hunt has served as one of our directors since January 1999.
Mr. Hunt has served as Chairman of the Board of Internet America since May 1995.
Mr. Hunt has also served as Chairman of the Board of Intellicall Inc., a company
that provides telephone network switching and other services, since 1992.
Mr. Hunt served as President and Chief Executive Officer of Intellicall from
December 1992 to May 1998. Mr. Hunt also currently holds directorships in Andrew
Corporation, American Homestar Corporation and Mobility Electronics, Inc.
Mr. Hunt holds an M.B.A. and a B.B.A. from the University of North Texas.
Michael H. Jordan has served as one of our directors since August 1999.
Mr. Jordan has served as Chairman of Luminant Worldwide Corporation, a provider
of Internet and electronic commerce professional services, since September 1999.
He also serves as Chairman and Chief Executive Officer of EOriginal, Inc., an
electronic commerce company that provides secure documents. Mr. Jordan retired
in December 1998 as Chairman and Chief Executive Officer of CBS Corporation,
formerly Westinghouse Electric Corporation, positions he had held since June
1993. Mr. Jordan is also a member of the Boards of Directors of Aetna Inc., Dell
Computer Corp. and Marketwatch.com. Mr. Jordan is a member of the President's
Export Council; is the Chairman of the U.S.-Japan Business Council; is the
Chairman of The College Fund/UNCF; and is the Chairman of the Policy Board of
the Americans for the Arts.
Jack A. Turpin has served as one of our directors since January 1999.
Mr. Turpin founded Hall-Mark Electronics Corporation, an electronics
distribution firm, in 1962 and served as its Chairman of the Board until its
sale in 1993. Since 1993, Mr. Turpin has served as a consultant for Avnet, Inc.,
an industrial distributor of electronic components and computer products and the
purchaser of Hall-Mark. Mr. Turpin holds a B.S. in electrical engineering from
Rice University.
BOARD OF DIRECTORS
Pursuant to an amendment to our certificate of incorporation that will
become effective upon consummation of the offering, our Board of Directors will
be classified into three classes of directors,
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denoted as Class I, Class II and Class III. Messrs. Hunt and Garin will be
Class I directors, Messrs. Turpin and Stark will be Class II directors, and
Messrs. Philyaw and Jordan will be Class III directors. The term of the Class I
directors will expire at the 2001 annual meeting of our stockholders, the term
of the Class II directors will expire at the 2002 annual meeting of our
stockholders and the term of the Class III directors will expire at the 2003
annual meeting of our stockholders.
BOARD COMPENSATION
Directors who are also our officers, employees or affiliates do not receive
compensation for their services as directors. Each non-employee director is
entitled to an award of stock options to purchase 15,000 shares of our common
stock, when he becomes a non-employee director, at an exercise price equal to
the fair market value of our common stock on the date of grant. Additionally,
each non-employee director in office following each annual stockholders' meeting
is entitled to an award of stock options to purchase 8,000 shares of common
stock at an exercise price equal to the fair market value of our common stock on
the date of grant. In each case, the stock options granted to the non-employee
directors will be fully vested on the date of grant. Directors are entitled to
reimbursement of their reasonable out-of-pocket expenses in connection with
their travel to and attendance at meetings of the board of directors or
committees thereof.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
We have entered into agreements to indemnify our directors and officers.
Under these agreements, we are obligated to indemnify our directors and officers
to the fullest extent permitted under Delaware General Corporate Law for
expenses, including attorneys' fees, judgments, fines and settlement amounts
incurred by them in any action or proceeding arising out of their services as a
director or officer. We believe that these agreements are necessary to attract
and retain qualified directors and officers.