Information About Our Directors
Set forth below is certain
information regarding the directors of the Company as of April 27, 2021.
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Terms Expiring in 2021
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Edward R. Hirshfield (4)
(8)
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49
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2016
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William P. Phelan (3) (4)
(7)
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64
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2004
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Terms Expiring in 2022
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Matthew E. Lipman (2) (7)
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42
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2016
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Alykhan Madhavji (5)
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30
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2021
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David C. Michaels (2) (4)
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65
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2013
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Terms Expiring in 2023
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William Hazelip (3) (8)
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42
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2021
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Thomas J. Marusak (1) (6)
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70
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2004
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Michael Toporek
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56
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2016
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(1) Member of the Compensation Committee during 2020.
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(2) Member of the Compensation Committee during 2020 and
through March 9, 2021.
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(3) Member of the Compensation Committee effective March
9, 2021.
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(4) Member of the Audit Committee during 2020.
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(5) Member of the Audit Committee effective March 9, 2021.
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(6) Member of the Governance and Nominating Committee
during 2020.
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(7) Member of the Governance and Nominating Committee
during 2020 and through March 9, 2021.
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(8) Member of the Governance and Nominating Committee
effective March 9, 2021.
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Edward R. Hirshfield has served as a member of the
Company's Board of Directors (the "Board") since October 2016. He has also served
as a Director of our subsidiary, MTI Instruments, Inc., since October 2016 and
of our subsidiary, EcoChain, Inc. ("EcoChain"), since its incorporation in
January 2020. Since 2018, Mr. Hirshfield has served as Managing Director in the
restructuring group at B. Riley FBR, Inc., a leading financial services
provider, where he advises stressed and distressed companies and their
constituencies. From 2015 until 2018, Mr. Hirshfield served as a partner at
Steppingstone Group, LLC, a special situations private equity fund located in
New York. Mr. Hirshfield's responsibilities in this role included business
development activities, conducting extensive credit analysis on target
companies, as well as portfolio management. Mr. Hirshfield began his career as
a loan officer at CIT Group Inc. and then became a restructuring advisor at a
boutique investment bank, CDG Group. In 2003, Mr. Hirshfield moved over to the
buy side and joined Longacre Fund Management, LLC, a $2.5 billion distressed
debt fund. Mr. Hirshfield continued as a distressed investor at Del Mar Asset
Management, LP, Ramius LLC, and most recently CRG, LLC from 2012 through 2014.
At CRG, LLC, Mr. Hirshfield was responsible for identifying and managing
investments in distressed situations and conducting extensive research on
potential investments. Mr. Hirshfield has a B.S. in Applied Mathematics from
Union College and an M.B.A. from Fordham University Graduate School of
Business. Mr. Hirshfield brings over 20 years of experience understanding and
analyzing public and private companies. He has an expertise in providing
operational and investment recommendations as well as providing extensive
valuation and credit analysis, which the Board believes qualifies him to serve
as a director.
William P. Phelan has served as a member of the Board since December 2004. He
also served as interim Chief Executive Officer and President of EcoChain from
March 2020 to November 2020, and as interim Vice President of EcoChain from
November 2020 to March 2021. Mr. Phelan is the co-founder and Chief Executive
Officer of Bright Hub, Inc., a software company founded in 2005 that focuses on
the development of online software for commerce. In May 1999, Mr. Phelan
founded OneMade, Inc., an electronic commerce marketplace technology systems
and tools provider. Mr. Phelan served as Chief Executive Officer of OneMade,
Inc. from May 1999 to May 2004, including for a year after it was sold to, and
remained a subsidiary of, America Online. Mr. Phelan serves on the Board of
Trustees and is a Finance Committee member and an Investment Committee Chair
for Capital District Physician's Health Plan, Inc. Mr. Phelan also serves on
the Board of Trustees and Chairman of the Audit Committee of the Paradigm
Mutual Fund Family. He has also held numerous executive positions at Fleet
Equity Partners, Cowen & Company, First Albany Corporation, and UHY Advisors,
Inc., formerly Urbach Kahn & Werlin, PC. Mr. Phelan has a B.A. in
Accounting and Finance from Siena College and an M.S. in Taxation from City
College of New York, and is a Certified Public Accountant. Mr. Phelan
contributes leadership, capital markets experience, and strategic insight as
well as innovation in technology to the Board, which the Board believes
qualifies him to serve as a director.
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Matthew E. Lipman has served as a member of the Board since October 2016.
Since 2004, Mr. Lipman has served as Managing Director of Brookstone Partners,
a lower middle market private equity firm based in New York and an affiliate of Brookstone Partners Acquisition XXIV, LLC ("Brookstone
XXIV"). Mr. Lipman's responsibilities at Brookstone Partners include identifying
and evaluating investment opportunities, performing transaction due diligence,
managing the capital structure of portfolio companies, and working with
management teams to implement operational and growth strategies. In addition,
Mr. Lipman is responsible for executing add-on acquisitions and other portfolio
company-related strategic projects. From July 2001 through June 2004, Mr.
Lipman was an analyst in the mergers and acquisitions group at UBS Financial
Services Inc., responsible for formulating and executing on complex merger,
acquisition, and financing strategies for Fortune 500 companies in the
industrial, consumer products, and healthcare sectors. Mr. Lipman currently
serves on the Board of Directors of Instone, LLC, Denison Pharmaceuticals, LLC,
Virginia Abrasives Corporation, and Capstone Therapeutics Corp. Mr. Lipman has
a B.S. in Business Administration from Babson College. Mr. Lipman brings over
18 years of experience working with companies to establish growth strategies
and execute acquisitions, is proficient in reading and understanding financial
statements, generally accepted accounting principles, and internal controls as
a direct result of his investment experience evaluating companies for potential
investments and the management of financial reporting and capital structure for
three portfolio companies, as well as relevant experience in serving on other
boards of directors, which the Board believes qualifies him to serve as a
director. As part of our sale of 3,750,000 shares of our common stock, par
value $0.001 per share ("Common Stock"), to Brookstone XXIV in October 2016,
Brookstone XXIV has two designated directors that sit on the Board; Mr. Lipman
is one such director.
Alykhan Madhavji was appointed to the Board on
February 24, 2021. Mr. Madhavji has served as Managing Partner of Blockchain
Founders Fund, a seed and early-stage investment fund that focuses on adding
value to emerging technology and blockchain projects with real-world
applications, since 2018. Prior to that, Mr. Madhavji served as a Senior
Associate at PwC in its assurance and consulting division from 2012 through
2015. He has also served as a member of the Board of Directors of CryptoStar
Corp., a Canadian publicly-listed cryptocurrency producer, since August 2020. Mr.
Madhavji has served on various advisory boards including the University of
Toronto's Governing Council, which manages a $2.5 billion budget. Mr. Madhavji
consults leading organizations, including the United Nations (the "UN"), on
emerging technologies including Blockchain
and how technology can help these organizations to achieve the UN's Sustainable
Development Goals. Mr. Madhavji is a Limited
Partner at Loyal VC, a global venture capital fund focusing on early-stage
investing, and Draper Goren Holm, a Fintech Venture
Studio focused on investing in early-stage blockchain startups, a Senior
Blockchain Fellow at INSEAD, a non-profit, private university in France, in
which he supports the institution on being at the forefront of global digital
transformation, and is recognized as a "Blockchain
100" Global Leader by Lattice80. He is an internationally acclaimed author,
having published three books, and a frequent columnist for leading blockchain
publications. He holds a Bachelor of Commerce from the University of
Toronto, a Master of Business Administration from INSEAD, earned in 2017, and a
Master of Global Affairs, as a Schwarzman Scholar, from Tsinghua University,
earned in 2018. Mr. Madhavji has deep expertise in emerging technologies and
blockchain start-ups which the Board believes, particularly in light of the Company's
entry into the cryptocurrency mining sector in 2020, qualifies him to serve as
a director.
David C. Michaels has served as our Chairman of the Board since January 2017
and as a member of the Board since August 2013. Mr. Michaels served as the Chief
Financial Officer of the American Institute for Economic Research, Inc., an
internationally-recognized economics research and education organization, from
October 2008 until his retirement in May 2018. Prior to that, Mr. Michaels
served as Chief Financial Officer at Starfire Systems, Inc. from December 2006
to September 2008. Mr. Michaels worked at Albany International Corp. from March
1987 to December 2006 as Vice President, Treasury and Tax, and Chief Risk
Officer. Mr. Michaels also worked at Veeco Instruments from May 1979 to March
1987 in various roles including Controller and Tax Manager. Mr. Michaels is a
member of the Board of Directors and Chair of the Audit Committee of Iverson
Genetic Diagnostics, Inc. Mr. Michaels also serves as a member of the Board of
Governors and Treasurer of the Country Club of Troy. Mr. Michaels has a
Bachelor of Science degree with dual majors in Accounting and Finance and a
minor in Economics from the University at Albany and completed graduate-level
coursework at the C.W. Post campus of Long Island University. Mr. Michaels also
completed the Leadership Institute Program at the Lally School of Management
& Technology at Rensselaer Polytechnic Institute. Mr. Michaels contributes
more than 30 years of international financial and operating experience in a
wide variety of roles in both public and private organizations to the Board,
which the Board believes qualifies him to serve as a director.
William Hazelip was
appointed to the Board on February 23, 2021. Since 2015, he has served as Vice
President of National Grid PLC, a multinational electricity and gas utility
company headquartered in London, England. He has also served as National Grid
PLC's President, Global Transmission (US) since 2017 and President of Strategic
Growth for National Grid Ventures since August 2019, developing new business opportunities
in electric transmission, energy storage, and renewable energy. Prior to
joining National Grid, PLC, he was the Managing Director, Business Development
at Duke Energy Corporation and the President of Path 15 Transmission, an
independent electric transmission company in California, where he led the
acquisition for Duke Energy Corporation. Mr. Hazelip also has extensive
experience serving on the board of directors of companies. He currently serves
as member of the board of directors of Millennium Pipeline Corporation, a
multi-billion dollar natural gas pipeline company, the Vice-Chairman of the
board of directors of New York Transco, a growing electric transmission
company, and a board of directors representative of Clean Energy Generation, a
renewable energy and battery energy storage joint venture with NextEra Energy
Resources. Mr. Hazelip began his career as an Area Director for CWL
Investments, LLC, a Michigan investor group that owns and operates restaurant
franchises including Jimmy John's Gourmet Sandwich Shops. Mr. Hazelip earned a
Bachelor of Arts from Emory University, Atlanta, GA, and an International Master
of Business Administration (IMBA) from the Darla Moore School of Business at
the University of South Carolina. Mr. Hazelip is an accomplished leader in the
energy industry, with deep experience in utility project development,
financing, regulation, and operations, which the Board believes, particularly
in light of the Company's involvement with the renewable energy sector as it
relates to their cryptocurrency mining subsidiary, qualifies him to serve as a
director.
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Thomas J. Marusak has served as a member of the Board since December 2004.
Additionally, Mr. Marusak has served as a member of the Boards of Directors of
our subsidiaries MTI Instruments since April 2011 and EcoChain since January
2020. Since 1986, Mr. Marusak has served as President of Comfortex Corporation,
a manufacturer of window blinds and specialty shades. Mr. Marusak was a member
of the Advisory Board of Directors for Key Bank of New York from 1996 through
2004 and served on the Board of Directors of the New York Energy Research and
Development Authority from 1998 through 2006. In 2019, Mr. Marusak retired from
the Board of Directors of the Capital District Physician's Health Plan, Inc.,
in Albany, where he had served for the prior eight years and had participated
as a member of the board's Finance, Compensation, Audit, Investment, and
Executive Committees. Additionally, Mr. Marusak has served as a Board member
for the following entities in the course of his professional career: Center for
Economic Growth (past Chair), Dynabil Corp. (Advisory Board), and the Albany
Chamber of Commerce (Executive Board). Mr. Marusak received a B.S. in
Engineering from Pennsylvania State University and an M.S. in Engineering from
Stanford University. Mr. Marusak brings technical development, manufacturing
experience, product development and introduction, financial accounting, and
human resources expertise to the Board, as well as relevant experience in
committee and board service, which the Board believes qualifies him to serve as
a director.
Michael
Toporek was named our Chief Executive
Officer on November 2, 2020 and has served as a member of the Board since
October 2016. Since 2003, Mr. Toporek has served as the Managing General
Partner of Brookstone Partners, a lower middle market private equity firm based
in New York and an affiliate of Brookstone XXIV. Prior to founding Brookstone
Partners in 2003, Mr. Toporek was both an active principal investor and an
investment banker. Mr. Toporek began his career in Chemical Bank's Investment
Banking Group, later joining Dillon, Read and Co., which became UBS Warburg
Securities Ltd. during his tenure, and SG Cowen and Company. Mr. Toporek
currently serves on the Board of Trustees of Harlem Academy and on the Board of
Directors of Capstone Therapeutics Corp. Mr. Toporek has a B.A. in Economics
and an M.B.A. from the University of Chicago in Finance/Accounting. Mr. Toporek
brings strategic and financial expertise to the Board as a result of his
experience with Brookstone Partners, which the Board believes qualifies him to
serve as a director. As part of our sale of 3,750,000 shares of Common Stock to
Brookstone XXIV in October 2016, Brookstone XXIV has two designated directors
that sit on the Board; Mr. Toporek is one such director.
There are no family relationships among any of our directors
or executive officers.
Audit Committee
The Audit Committee consists of
Mr. Michaels (Chairman), Mr. Phelan, Mr. Hirshfield, and Mr. Madhavji
(effective March 9, 2021). The Board has determined that each member of the
Audit Committee is independent, as defined under the applicable rules and listing
standards of Nasdaq Stock Market LLC and SEC rules and regulations. In
addition, the Board has determined that Mr. Michaels qualifies as an "audit
committee financial expert" as defined in the rules and regulations of the SEC.
Mr. Michael's designation by the Board as an "audit committee financial expert"
is not intended to be a representation that he is an expert for any purpose as
a result of such designation, nor is it intended to impose on him any duties,
obligations, or liability greater than the duties, obligations, or liability
imposed on him as a member of the Audit Committee and the Board in the absence
of such designation.
Executive Officers Who Are Not
Directors
Jessica L. Thomas, age
47, joined MTI as our Chief Financial Officer in July 2020. Ms. Thomas
supervises the Company's financial reporting, treasury, human resources, and
risk management. Prior to her employment with the Company, Ms. Thomas served as
Director of Optimization for Pregis, LLC, a provider of protective packaging
materials, from 2014 through July 2020, where she was responsible for operations,
system, and financial optimization. From 2009 through 2014, Ms. Thomas worked
at Plasan NA as Manager of Budget & Control and Financial Planning &
Analysis and was also responsible for compliance with government contracting,
including monitoring compliance with Defense Contract Audit Agency and Federal
Acquisition Regulations. From 2007 to 2009, Ms. Thomas was a Senior Staff Auditor
at Cruden & Company, CPA's PLLC. Ms. Thomas has also held positions in the
banking industry as an officer at Key Bank and a Bank Branch Manager at M&T
Bank. Ms. Thomas received a bachelor's degree in Business Administration and
Accounting from Siena College and an M.B.A. in Finance & International
Finance from Northeastern University. Ms. Thomas obtained her Certified Public
Accountant license in May 2009, has been a member of the American Institute of
Certified Public Accountants (AICPA) since 2005, and holds the Chartered Global
Management Accountant (CGMA) designation.
Moshe Binyamin, age
51, joined MTI Instruments in September 2019 and served as the Director of
Market Management and Strategic Growth until January 2020, when he was
appointed Chief Operating Officer responsible for all operational aspects of
the Company. In May 2020, he was appointed as President of MTI Instruments.
Prior to joining MTI Instruments, Mr. Binyamin served in several roles with
Datto Inc. (formerly Autotask Corp.), a cybersecurity and data backup
company. During his 12-year tenure there, his
positions included Director of Market Management from 2017 to 2019, in which he
was responsible for the achievement of strategic objectives for Autotask
Workplace (File Sync and Share) and Autotask Endpoint Backup products, and
Director of Strategic Programs from 2014 to 2017, in which he was responsible
for the co-ordination and management of all company-wide strategic projects as
part of Autotask's accelerated growth initiatives as set forth by Autotask's
executive team and Vista Equity Partners' Autotask board. Prior to joining
Datto, Mr. Binyamin was the Global Product Manager for Pitney Bowes (Formerly
MapInfo). Mr. Binyamin is a graduate of Vista Equity Partner's exclusive HPLP (High
Potential Leadership Program) with focus on business administration,
management, and operations. He holds a Computer Analyst in Applied Science
degree, obtained in 1991, from Israeli Defense Forces.
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Our executive officers are elected or appointed by the Board and hold
their respective offices until their respective successors are elected and
qualified or until their earlier resignation or removal.
Delinquent Section 16(A) Reports
Section 16(a) of the Exchange Act, requires our directors, our executive
officers, and persons who beneficially own of more than 10% of the Common Stock
to file with the SEC initial reports of ownership of the Common Stock and other
equity securities on a Form 3 and report of changes in such ownership on a Form
4 or Form 5. Officers, directors, and 10% stockholders are required by SEC
regulations to furnish us with copies of all Section 16(a) forms they file. To
our knowledge, based solely on a review of all Forms 3, 4, and 5 and amendments
thereto furnished to us during the most recent fiscal year and written representations
by the persons required to file such reports, all filing requirements of
Section 16(a) were satisfied with respect to our most recent fiscal year except
as follows: one Form 4 was filed late by Ms. Thomas with respect to one transaction
- her receipt of a grant of restricted stock awards, and Mr. Madhavji filed a
late Form 3.
Code of Conduct and Ethics
We have adopted a Code
of Conduct and Ethics for employees, officers and directors. A copy of the Code
of Conduct and Ethics is available on our website at https://www.mechtech.com under
Investors, Governance Documents.