Annual Overview 2020 - Other - Page 8
PROPOSAL 1 — ELECTION OF DIRECTORS
The Board of Directors is comprised of two classes of directors, Class A directors and Class B directors, elected by holders of
Class A shares and holders of Class B shares, respectively. Within each class of directors there exist three subclasses, such that
each of the subclasses is nearly equal in number.
Four directors are to be elected at the meeting, of which two are to be Class A directors elected by the holders of the outstanding
Class A shares, and of which two are to be Class B directors elected by the holders of the outstanding Class B shares. Ms. Coletti
will be elected by the holders of the Class A shares to hold office for a one-year term expiring in 2021, while Mr. Kayser will be
elected by the holders of the Class A shares and Ms. Reichelderfer and Mr. Scannell will be elected by the holders of the Class B
shares each to hold office for a three-year term expiring in 2023, or until the election and qualification of their successors.
For each properly executed proxy, the persons named in the proxy will vote Class A shares for the election of the Class A
nominees named in the following table, and Class B shares for the election of the Class B nominees named in the following table,
unless the proxy directs otherwise or is revoked. In the event any of the nominees should be unable to serve as a director, the proxy
will be voted in accordance with the best judgment of the person or persons acting under it. It is not expected that any of the
nominees will be unable to serve. Proxies cannot be voted for a greater number of persons than the number of nominees named.
The Company’s current Board of Directors, including the nominees for director, share certain characteristics, experience and
capabilities critical to effective board membership. Sound business judgment essential to intelligent and effective decision-making,
experience at the policy-making level, relevant educational background, integrity, honesty and the ability to work collaboratively are
some of the attributes possessed that qualify them to serve on the Board. The specific employment and leadership experiences,
knowledge and capabilities of both the nominees for director and standing directors are further described in their biographies on
the following pages.
Certain information regarding nominees for Class A and Class B directors, as well as those Class A and Class B directors
whose terms of office continue beyond the date of the 2020 Annual Meeting of Shareholders, is set forth in the following tables.
Messrs. Scannell and Kayser and Ms. Reichelderfer have previously served as directors and have been elected as directors at
prior annual meetings. Ms. Coletti has not previously been elected as a director at a prior annual meeting of shareholders. Ms.
Coletti was appointed as a director in November 2019, and has been brought forward as a qualified individual to serve as a director
by the Nominating and Governance Committee.
NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING
Brenda L. Reichelderfer
John R. Scannell
Chief Executive Officer; Chairman of
the Board; and Director
Janet M. Coletti
Kraig H. Kayser
Nominees for Class B Director
Nominee for Class A Director
The Board of Directors recommends a vote "FOR" the election of each of the Nominees listed above for
Ms. Reichelderfer is a board director and retired Senior Vice President and Managing Director at TriVista, a global management
consulting firm in the private equity sector. Ms. Reichelderfer joined TriVista in 2008 and also served as the company’s Global Head
of Aerospace and Defense. Previously, she spent over 25 years in executive leadership positions at ITT Corporation, including
Group President of the Motion & Flow Control and subsequently the Electronics Divisions. She received a B.S. in Electrical
Engineering from Ohio Northern University and is a graduate of the executive leadership program at the Fuqua School of Business
at Duke University. The Company believes Ms. Reichelderfer’s extensive experience in general management, engineering and
operations, along with her knowledge of the aerospace and industrial industries, make her highly qualified to serve as a director.