a Vice President of Irving Trust Company’s Corporate Financial Counseling Department,
providing M&A and other corporate finance advice to the bank’s clients. Mr. Baxter holds a Bachelor of Arts from the University of Victoria in Canada and a Master of Business Administration from the Ivey Business School in London, Canada.
We believe Mr. Baxter is well-qualified to continue to serve as a
director of the Company because of his significant experience as a financial consultant and his experience with corporate investments, mergers and acquisitions.
H. C. Charles Diao.
H. C. Charles Diao has served as a director of the Company since November 2012. Mr. Diao is Managing Director at Diao & Co. LLC which provides financial advisory services to corporate clients and is also a
private investor. Mr. Diao serves on the board of directors of Griffon Corporation (NYSE: GFF) and has been a member of its Finance Committee since February 2022. Mr. Diao also serves on the board of directors of Synechron Holdings Inc. and as
Chairman of its Nominating and Governance Committee since April 2022. Until July 2021, Mr. Diao served as Senior Vice President of Finance, Corporate Development and Corporate Treasurer of DXC Technology Company, and previously Vice President
and Corporate Treasurer of its predecessor, Computer Science Corp since 2012, with responsibility for and management of global treasury operations, corporate finance and capital markets, corporate development and M&A, pension plans and risk
management/insurance. From 2008 to 2012, Mr. Diao was Managing Director and founder of Diao & Co., LLC, a firm that provided M&A and financial advisory services to corporate clients, and the Chief Investment Officer of Diao Capital
Management LLC, an affiliate that managed alternative investments on behalf of institutional family offices. Until 2008, Mr. Diao was formerly a Senior Managing Director at Bear Stearns where he was the Group Head for Special Situations Credit,
a partner within the firm’s TMT investment banking practice and a member of the firm’s Investment Banking Committee and IPO Committee. Mr. Diao served as a member of the board of directors of Media General Inc. (NYSE: MEG), the successor via
merger to New Young Broadcasting Holdings Inc., from 2012 until 2017. He was Chairman of its Nominating and Governance Committee and a member of its Audit and Finance Committees. He holds a B.S.E. from Princeton University and a Master of
Business Administration from Harvard Business School.
We believe Mr. Diao is well-qualified to continue to serve as a
director of the Company because of his prior directorships and senior management experience, as well as his corporate leadership, financial and operational management experience.
Ashley Davis Frushone. Ashley Davis Frushone has served as a director of the Company since September 2018 and has served as our Lead Independent Director since January 2023. Ms. Davis is a founding partner of West Front Strategies LLC, established in January
2015. West Front Strategies LLC is a government relations firm that services clients in the education, financial services, transportation, tax, technology, international trade, energy, homeland security, healthcare, arts, and philanthropy
sectors. From 2003 to 2014, Ms. Davis was the Managing Principal at Blank Rome Government Relations, a subsidiary of Blank Rome LLP, a government relations business. Prior to Blank Rome, Ms. Davis worked at the White House as Special Assistant
to the Director of Homeland Security and as Deputy Director of Management and Administration from 2001 to 2003. From 1999 to 2000, Ms. Davis served in various roles during the Bush/Cheney presidential campaign. From 1997 to 2000, Ms. Davis was
a Senior Associate at Greenelee Partners, a government affairs firm. Ms. Davis holds a Bachelor of Arts from Westminster College, where she also serves on the Board of Trustees, and a Master of International Business from Esade Business School
in Spain, the McDonough School of Business at Georgetown University, and Fundação Getulio Varga in Brazil.
We believe Ms. Davis is well-qualified to continue to serve as a
director of the Company because of her extensive experience in government relations work, both in and outside of the industry.
Assia Grazioli-Venier. Ms. Grazioli-Venier has been a director of the Company since March 2021. Ms. Grazioli-Venier is a founding partner of Muse Capital, established in 2016. Muse Capital is a seed-stage consumer fund, focused on investments in the future
of motherhood/parenting, online education, telehealth and wellness, fintech, media and entertainment ventures. From 2006 to 2008, Ms. Grazioli-Venier served as Creator and Head of TV, Radio & Digital for Ministry of Sound, one of the
leading music brands/record labels in Europe, which later sold to Warner Music. In 2010, she joined Spotify, where she advised on global strategic initiatives and business expansion efforts for over five years. Ms. Grazioli-Venier has served on
a number of company boards in both the for-profit and non-profit sectors, including Northzone, one of Europe’s leading technology investment partnerships whose portfolio includes Spotify and Kahoot; the Sports Leadership Board, a