Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 2, 2011, Mr. Robert Roberts, Jr. submitted his resignation as a Director. On the same date, our Nominating and Corporate Governance Committee recommended and our Board of Directors approved the appointments of John F. Depodesta, Larry C. Linton and Ashish H. Raval to our Board of Directors. The Board has determined that Mr. Depodesta and Mr. Linton are independent, as defined in the Nasdaq listing standards. Mr. Raval is a Senior Vice President and manages our Integrated Systems Division. Mr. Depodesta and Mr. Linton will receive compensation in accordance with the Company’s approved independent director fee schedule for attendance at board and committee meetings and a stock option grant under the Company’s 2002 Stock Option Plan for the purchase of 3,850 shares of our common stock Mr. Raval will not receive any compensation for his service on the Board of Directors. Mr. Depodesta and Mr. Linton are expected to serve on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
Mr. DePodesta holds a BA from Harvard College and a JD from the University of Pennsylvania Law School. Mr. DePodesta began his career serving as the General Counsel of Consolidated Rail Corporation and General Counsel - Reorganization for the Penn Central Trustees. He has served as “of counsel” to the law firm of Pepper Hamilton LLP. Mr. DePodesta has served as the Chairman of the Board of Iron Road Railways Incorporated, which he co-founded. He has served as Senior Vice President, Law and Public Policy, of Genesis Health Ventures, Inc. He is a co-founder of Primus Telecommunications Group, Inc. (“Primus”) and served as a Director, Executive Vice President, Chief Legal Officer and Chief Corporate Development Officer and Secretary of Primus. He currently serves on the Board of Directors of Educational Credit Management Corporation and the Boards of its for-profit and not-for-profit subsidiaries.
Larry C. Linton earned a B.S. in Business Management from Brigham Young University (“BYU”) and a Master of Business Administration from Arizona State University. He began his career with the First National Bank of Oregon as a Credit Officer and Commercial Loan officer. He founded Landa, Inc. and served as Chief Executive Officer of Landa until its sale. He is currently the owner and Chief Executive Officer of Water Tech Industries. Linton is a current member of the BYU President's Leadership Council.
Mr. Raval earned B.S. in Instrumentation Engineering from University of Pune and a Masters in Electrical Engineering with specialization in Control Systems Engineering from University of New Orleans. Mr. Raval began his career working as an instrumentation engineer with Walk, Haydel & Associates, a Dames & Moore Company. He joined the Company as an Applications Engineer in the Company’s Integrated Systems Division (“ISD”). He was promoted to Vice President and Director of ISD and currently directs ISD as a Senior Vice President.