2017 and, previously, President since 1993. President and owner of Trademark Wines (a Missouri-based distributor of alcoholic beverages) from July 2016 to December 31, 2019.
Ms. Hoaglands qualifications to serve on the Board include her experience serving as Chairperson of the Board of Directors of Triad Bank and her extensive experience as an advisory member of the Board of Directors of the following
distribution, manufacturing and construction companies: Major Eagle Inc. / Eagle Brands, Inc., G.M. Johnson Companies, Inc., Essex Industries Inc., ATRO Engineered Systems, Inc., Anova Furnishings, Inc., Morgan Distributing, Paramount Apparel
International, MTM, Empire Comfort Systems, Swank Motion Pictures, and Keeley Companies.
J. KEITH MATHENEY
Age 72. Director since 2004. Managing member of Matheney and Matheney, CPAs PLLC (accounting and tax consulting) since 2004. Executive
Vice President of Louisiana Pacific Corporation (forest products manufacturer) from 2002 to 2003 and Vice President from 1997 to 2002. Formerly a director of Pope & Talbot, Inc. (a forest products company). Mr. Matheneys
qualifications to serve on the Board include his executive experience in a large public company in the building products industry, his financial expertise and his experience on another public company board, including audit committee experience.
There are no arrangements or understandings between any director or director nominee and any other persons pursuant to which he or she was
selected as a director or nominee. None of our directors are a party to any agreement or arrangement that would require disclosure pursuant to Stock Market Rule 5250(b)(3) of The NASDAQ Market LLC (NASDAQ), where the Companys
Common Stock is listed.
Directors will be elected by a plurality of the votes cast by holders of shares of Common Stock present in person
or represented by proxy and entitled to vote at the Annual Meeting. Votes may be cast in favor of a director nominee or withheld, and the nominees receiving the highest number of favorable votes will be elected as directors of the Company. Because
at this years Annual Meeting, there are as many nominees (two) as there are directors to be elected (two), a director nominee is assured of being elected if he or she receives any For votes, regardless of how many withheld votes
are cast for that director.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS
Board of Directors
The Board of
Directors is currently comprised of seven directors. The Board of Directors held 9 meetings and 8 regular Committee meetings in 2020. For their respective terms on the Board, each director attended all fiscal year 2020 meetings of the Board and each
Committee on which he or she served. The Companys directors are encouraged to attend the Annual Meeting. All of the Companys directors attended the 2020 Annual Meeting of Stockholders.
Director Independence
On an annual
basis, and at other appropriate times when a change in circumstances could potentially impact the independence or effectiveness of one or more of the directors, the Board of Directors evaluates the independence of the directors and determines if
each director qualifies as an independent director as defined under the listing requirements of NASDAQ on which the Companys Common Stock is listed. After carefully considering all relevant facts and circumstances, the Board of
Directors has affirmatively determined that six of the Companys seven directors, Ms. Hoagland and Messrs. Glass, Hibberd, Larmon, Matheney and Tanner, are independent in accordance with the standards established by NASDAQ. The Board
has made a determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Mr. Vrabely
does not meet the NASDAQ independence standards for a director because he is an executive officer of the Company.
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