PROPOSAL ONE
ELECTION OF DIRECTORS
General
Our Class III director's term expires at the Annual Meeting.
Information Regarding Nominee
Our Board nominated Robert J. Pera as a nominee for election at the Annual Meeting as a Class III director of our Board until the third annual meeting of our stockholders following his election, or until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Biographical information about each of the directors is contained in the following section. A discussion of the qualifications, attributes and skills of the directors and the nominee that led our Board to the conclusion that they should serve or continue to serve as directors is also included in each of the directors’ and the nominee’s biographies.
Mr. Pera has agreed to serve if elected, and we have no reason to believe that he will be unavailable to serve. In the event either that he is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who may be designated by our present Board to fill the vacancy.
Except as set forth below, unless otherwise instructed, the persons appointed in the accompanying form of proxy will vote the proxies received by them for the nominee named below, who is presently a member of our Board. In the event that the nominee becomes unavailable or unwilling to serve as a member of our Board, the proxy holders will vote in their discretion for a substitute nominee.
The following table sets forth the name, age and position of our director nominee as of October 26, 2023:
| | | | | | | | | | | | | | | |
| Class III Director | | Age | | Position |
| Robert J. Pera | | 45 | | Chief Executive Officer and Chairman of the Board |
Robert J. Pera. Mr. Pera founded our Company in October 2003 and our Company began current operations in 2005. Mr. Pera has served as our Chief Executive Officer and a member of our Board since our inception, and as our Chairman of the Board since December 2012. From January 2003 to February 2005, Mr. Pera was a wireless engineer with Apple, Inc., a consumer technology products company. Mr. Pera holds a B.A. in Japanese Language, a B.S. in Electrical Engineering and an M.S. degree in Electrical Engineering (emphasis in Digital Communications / RF Circuit Design) from the University of California, San Diego. We believe that Mr. Pera possesses specific attributes that qualify him to serve as Chairman of our Board, including the perspective and experience he brings as our Chief Executive Officer, one of our founders and our largest stockholder, which brings historical knowledge, technological and operational expertise, and continuity to our Board.
Required Vote
A plurality of the voting power of the shares present in person or represented by proxy and entitled to vote is required for the nominee to be elected as a Class III director. Unless marked to the contrary, proxies received will be voted “FOR” the nominee.
Recommendation
Our Board recommends a vote “FOR” the election to our Board of the foregoing nominee.
Information Regarding Continuing Directors
The following table sets forth the names, ages and positions of our continuing directors as of October 26, 2023:
| | | | | | | | | | | | | | |
Class I Directors | | Age | | Position |
Brandon Arrindell | | 37 | | Director |
Rafael Torres | | 55 | | Director |
Class II Director | | Age | | Position |
Ronald A. Sege | | 66 | | Director |
Brandon Arrindell. Mr. Arrindell has served as one of our directors since August 2021. Since 2010, Mr. Arrindell has held various positions at Southeastern Asset Management, an investment management firm, including his current role as Senior Analyst and Principal. Mr. Arrindell has also served as the Chief Executive Officer, Portfolio Manager of Greenwood Pine Partners, an investment management firm, since August 2021. Prior to joining Southeastern Asset Management, Mr. Arrindell was an Investment Banking Analyst in Morgan Stanley’s Mergers and Acquisitions Group. He also serves as an advisor on the Investment Committee of Golden Palm Investments, an Africa-based investment holding company. Mr. Arrindell is a C.F.A. charter holder and received his B.A. degree in Economics from Harvard University. We believe that Mr. Arrindell possesses specific attributes that qualify him to serve as a member of our board, including his management and finance experience.
Rafael Torres. Mr. Torres has served as one of our directors since October 2013. Mr. Torres currently serves as the Chief Financial Officer of Redis, a database software company. From 2015 to July 2018, Mr. Torres served as the Chief Financial Officer of Instart Logic. Instart Logic is a cloud services company primarily focused on website and application speed and performance. From 2013 to 2015, Mr. Torres served as the Chief Financial Officer of OCZ Storage Solutions, a global provider of high-performance solid state storage solutions and computer components. From 2008 to 2013, Mr. Torres served as Chief Financial Officer and Vice President of Finance for Capella Photonics, a privately-held firm selling optical switching subsystems. From 2006 to 2008, Mr. Torres was the Chief Financial Officer and Vice President of Finance for Power Integrations, a provider of high-voltage analog integrated circuits for power conversion. From 2000 to 2006, Mr. Torres was Chief Financial Officer and Vice President of Finance for PLX Technology, a provider of semiconductor-based connectivity solutions. Mr. Torres holds a B.S. degree in Accounting from Santa Clara University and is a Certified Public Accountant (Inactive). We believe that Mr. Torres possesses specific attributes that qualify him to serve as a member of our Board, including his industry, operations, management, and finance experience.
Ronald A. Sege. Mr. Sege has served as our director since October 2012. Mr. Sege has served as the Operating Partner of Benhamou Global Ventures, a venture capital firm, since late 2018. From August 2010 to October 2018, Mr. Sege served as President, Chief Executive Officer and Chairman of Echelon Corporation, an energy control networking solutions provider. From 2008 to 2010, Mr. Sege was President, Chief Operating Officer and a member of the board of directors of 3COM Corporation. Mr. Sege was President and Chief Executive Officer of Tropos Networks, a provider of wireless broadband networks, from 2004 to 2008 and was the President and Chief Executive Officer of Ellacoya Networks, a provider of broadband service optimization solutions based on deep packet inspection technology, from 2001 to 2004. Earlier in Mr. Sege’s career from 1998 to 2001, he was Executive Vice President at Lycos, an internet search engine. Prior to 1998, Mr. Sege spent 10 years at 3COM holding various executive vice president and vice president positions. Mr. Sege received his B.A. in Economics from Pomona College and earned an M.B.A. from the Harvard Business School. We believe that Mr. Sege possesses specific attributes that qualify him to serve as a member of our Board, including his industry and board leadership experience.
