Time is NOW
posted on
Feb 09, 2011 01:22PM
Do you seriously believe our past/current BoD are more qualified than, have expressed as much concern for shareholder value, or have as much of a personal financial stake in this company as others including: Stan Caplan, Brian B, Ron or Pete Lozano? I have read so many negative comments about Brian over the past few years regarding his tenure as shareholder rep and his inability to effectively bring about change on behalf of shareholders. I decided that I wanted to know him personally and to form my opinion based on first hand contact. Have any of you ever taken the time to speak with him to get to know him as a person? If you have, then you know, as I do that he is forthright and a person of integrity ( as are the others I named). It is my belief and understanding that he was never in a position of authority while acting as shareholder rep. How could any one of us have done anything differently without voting rights or a true voice on behalf of shareholders.
Now look at the reasons given as to why the BoD determined these people should serve as directors. Look at their compensation, which is NOT based on performance or profitability of the company. Now ask yourself honestly if you believe they have earned their salaries and their stock options. I don’t believe for one New York minute that they (Carl/Gloria) deserve to remain as Directors. Had majority voting been in place as of the last annual shareholder meeting……well the results speak for shareholders.
From 10K (Filed: 16-08-2010)
The Board of Directors concluded that Mr. Johnson should serve as a director in light of the extensive public company finance and corporate governance experience that he has obtained through serving on the boards and audit committees of Peregrine Pharmaceuticals, Inc., CryoPort, Inc., and ECOtality, Inc. All Swartz related companies
The Board of Directors concluded that Dr. Falk should serve as a director in light of the extensive familiarity with the Company’s legacy technology. What exactly is the extensive familiarity with the legacy technology that an anesthesiologist could possibly have? Does this mean his dad started the company?
The Board of Directors concluded that Ms. Felcyn should serve as a director and the chairperson of the Audit Committee in light of the extensive financial and accounting experience that she has obtained over her career. Her extensive experience obtained over her career does not appear to have helped her to discover what TPL might really have been doing with the books since 2005.
The Board of Directors concluded that Mr. Schrock should serve as a director in light of his extensive leadership and industry experience through his past and continued involvement in the semiconductor industry and public company finance and corporate governance experience that he has obtained through serving on the boards of public and private companies, and the audit committee of Integrated Device Technology, Inc. Maybe the most qualified to have served but seemingly ineffective.
The Board of Directors concluded that Mr. Mistry should serve as a director in light of the extensive public experience in the software development industry. OK, seriously....what did he do except collect, collect, collect. Anyone? Ever heard the company talk about the accomplishments of Mr. Mistry? Did I miss it?
Compensation
Carlton Johnson-Consists of $28,800 board fee, $36,000 Phoenix Digital Solutions, LLC management committee fee, $28,800 Compensation Committee Chair fee and $28,800 Executive Committee Chair fee
Donald Schrock- Consists of $28,800 board fee and $28,800 Corporate Development, M & A Committee Chair fee.
Gloria Felcyn- Consists of $28,800 board fee and $67,200 Audit Committee Chair fee.
Helmut Falk – consists of $36,000
Darmesh Mistry -Consists of $18,000 board fee and $24,000 Technology Committee Chair fee for Mr. Mistry’s service period beginning December 2009.
At May 31, 2010, the aggregate number of options outstanding was: Mr. Johnson – 1,200,000 shares, Ms. Felcyn – 950,000 shares, Mr. Falk -700,000 shares, Mr. Schrock – 250,000 shares and Mr. Mistry – 400,000 shares.
The following table sets forth, as of July 31, 2010, the stock ownership of each of our officers and directors, of all our officers and directors as a group
Name |
Amount & Nature of Beneficial Ownership |
Percent of Class |
Gloria H. Felcyn, CPA |
1,759,700 (1) |
* |
Helmut Falk, Jr. |
3,472,731 (2) |
* |
Carlton M. Johnson, Jr. |
1,475,000 (3) |
* |
Donald E. Schrock |
250,000 (4) |
* |
Dharmesh Mistry |
200,000 (5) |
* |
Clifford L. Flowers |
900,000 (6) |
* |
All directors & officers as a group (6 persons) |
8,057,431 (7) |
1.97% |
*Less than 1%