(coco) #1
James R. Zarley Business Experience:
Director Since: 2004 Mr. Zarley has served as Chairman, Chief Executive Officer and Chairman of
the Board of Conversant, a single-source provider of media, technology and

Age: (^75) services across major interactive marketing channels which previously
Board Committees / Leadership: operated under the name ValueClick, Inc., and was a member of Conversant’s
Audit Committee, Compensation board of directors from 1999 until his retirement in 2014. Mr. Zarley shaped
Committee and Nominating & the company into a global leader in online marketing solutions. Prior to
Corporate Governance Committee; joining Conversant, Mr. Zarley was chief operating officer of Hiway
Chairperson of Compensation Technologies, where he was a leading member of the management team that
Committee closed the merger with Verio in 1999. Prior to that, Mr. Zarley was Chairman
and Chief Executive Officer of Best Internet until it merged with Hiway
Public Boards: Technologies in 1998. Mr. Zarley also founded and later sold Quantech
None Information Services, now an ADP company. In addition, he spent 19 years at
RCA in various senior management roles. Currently, he serves on the board
of directors of several private companies.
Reason for Nomination:
Mr. Zarley is being nominated as a non-employee director because of his
chief executive and information technology experience in a developing
industry, his technology experience and his transactional experience. As a
result of these and other professional experiences, Mr. Zarley possesses
particular knowledge and experience that strengthens the Board’s collective
qualifications, skills and experience.

Meetings of the Board........................................................

The Board met on eight occasions and its standing committees (audit committee, compensation
committee, and nominating and corporate governance committee) met on 24 occasions during our fiscal
year ended December 31, 2019. Each incumbent director attended at least 75% of the aggregate number
of meetings of the Board and its committees on which such director served during his or her period of
service. In addition, the Company expects all members of the Board to attend the Annual Meeting. All
incumbent directors attended the 2019 annual meeting. Four regular Board meetings are currently
scheduled for the 2020 fiscal year. Executive sessions of non-employee directors, without management
directors or employees present, are typically scheduled in conjunction with each regularly scheduled Board
meeting. The role of each standing committee is more fully discussed below.

Leadership Structure of the Board and Role of the Board in Risk Oversight

Leadership Structure. The Board currently includes four independent directors and one employee
director, and the positions of Chairman and Chief Executive Officer are occupied by the same individual.
As noted above, Mr. Taylor was named Chairman of the Board in recognition of his founding and
continuing leadership role in the Company and has held that position since 2004. Mr. Taylor also resumed
the position of Chief Executive Officer in August 2011. Mr. Taylor previously served as Chief Executive
Officer from 2000 until 2004. We believe that the Company and its shareholders are best served by having
Mr. Taylor serve in both positions because he is the person most familiar with our unique culture, business
model, and the challenges we face in the current macro-economic environment. Mr. Taylor’s wealth of
knowledge regarding Company operations and the industry in which we compete positions him to best
identify matters for Board review and deliberation. Additionally, the combined role of Chairman and
Chief Executive Officer unifies the Board with management. We believe that the Company can more
effectively execute its current strategy and business plans to maximize shareholder value if our Chairman
is also a member of the management team.

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