ITEM I
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. Each class serves
three years, with the terms of office of the respective classes expiring in
successive years. The term of the Class I directors expires at the Annual
Meeting; the term of the Class II directors expires in 2004; and the term of the
Class III directors expires in 2005. The Board presently consists of five
members, two Class I directors and three Class III directors. There are
presently no Class II directors. The proxies will not be voted for any nominee
for the vacant Class II positions on the Board. Filling the vacancies requires
either action by the Board of Directors or the affirmative vote of a majority of
the voting power of all outstanding shares, and we do not plan to consider the
Class II vacancies at the 2003 annual meeting. The Board of Directors may
consider electing an individual to the Class II vacant positions on the Board at
a later time. The directors elected as Class I directors at the Annual Meeting
will have a term of three years. The nominees as Class I directors are David I.
Beatson and James F. Reilly who have been nominated and recommended by the Board
of Directors. If elected, Messrs. Beatson and Reilly are expected to serve until
the Company's 2006 annual meeting of stockholders and until their respective
successors are elected and qualified. The shares represented by proxies in the
accompanying form will be voted for the election of these nominees unless
authority to so vote is withheld. The Board of Directors has no reason to
believe that such nominees will not serve if elected, but if any one or more of
them should become unavailable to serve as a director, and if the Board
designates a substitute nominee or nominees, the person named as proxies will
vote for the substitute nominee(s) designated by the Board.
The following information, which has been provided by the individuals
named, sets forth the nominees for election to the Board of Directors and the
continuing Class III directors, such person's name, age, principal occupation or
employment during at least the past five years, the name of the corporation or
other organization, if any, in which such occupation or employment is carried on
and the period during which such person has served as a director of the Company.
DIRECTORS STANDING FOR ELECTION
CLASS I
TERM EXPIRES AT THE 2006 ANNUAL MEETING
DAVID I. BEATSON, age 55, has served as a non-employee Director since
November 2000. Mr. Beatson is a Principal and Founder of Ascent Advisors, LLC, a
consulting practice directed at strategic positioning and corporate business
development plans and strategy. Mr. Beatson is a recognized leader in the field
of transportation, logistics and supply chain management having served as
Chairman and CEO of several leading companies in this industry. From June 2000
to July 2001, Mr. Beatson served as president, CEO and chairman of Supply Links,
Inc., an Internet-based B2B global supply chain network that links customers to
multiple transportation modes and service providers through a single platform.
From July 1998 to June 2000, Mr. Beatson served as chairman, president and CEO
of Circle International Group, Inc., a global transportation and logistics
company. From 1991 to June 1994, Mr. Beatson served as vice-president of sales
and marketing and then from June 1994 until July 1998 as president and CEO of
Emery Worldwide, a global transportation and logistics company. Prior to 1991,
Mr. Beatson held several management positions in the logistics and
transportation industry, including American Airlines and CF Airfreight. Mr.
Beatson also currently serves as an industry representative member of the
Executive Advisory Committee to the National Industrial Transportation League,
to which the Air Freight Association elected him in 1995. He also serves on
several industry boards including the Council of Logistics Management.
JAMES F. REILLY, age 44, has served as a non-employee Director of the
Company since its inception. Mr. Reilly recently served as a Managing Director
of J.P. Morgan Securities, Inc., an investment banking firm. Mr. Reilly was
previously a Managing Director in the Technology Group of Warburg Dillon Read,
the global investment banking division of UBS AG. Mr. Reilly was associated with
Warburg Dillon Read or one of its predecessor companies from 1983 to 1999 and
specialized in corporate finance advisory work for a broad range of technology
companies.
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