The Corporate Development Committee (the "Committee") is appointed by the Board of Directors (the "Board") to provide oversight and feedback as management of the Company evaluates corporate development opportunities, including mergers and acquisitions, and to provide oversight and guidance to management in developing strategies and processes regarding such initiatives.
The Committee shall be comprised of not less than three directors. The Board shall designate the Chair of the Committee.
The Committee's responsibilities are as follows:
- to provide guidance to management as to the desired methodology and processes for the identification, development and presentation of opportunities;
- to consider, review and evaluate potential corporate development opportunities identified by management;
- to review with management the valuation, the strategic rationale and management's integration strategies associated with proposed transactions;
- to authorize management to proceed with transactions having a transaction price below such threshold as may be established by the Board from time to time; and
- to consider other matters related to corporate development and to make such recommendations to the Board as the Committee may deem appropriate.
- to work with the Chairman of the Board and Chairman of the Corporate Governance and Nominating Committee to forward all proposals received by unsolicited means to the full board, as further set out in the Policy Regarding Unsolicited Offers.
The Committee shall make periodic reports to the Board. The Committee shall review periodically this charter and make recommendations regarding any proposed changes.
*** Revised May 9, 2014
Mr. Mulloy served in various executive roles at Presidio Inc, a multi-billion dollar private equity owned, advanced IT professional and managed services company from September 2007 through May 2013. These roles included executive vice president, Corporate Development, president, Presidio Managed Networks, and executive vice president, Operational Strategy. Prior to Presidio, Mr. Mulloy was with Intelsat, Ltd., a major satellite services company where he was president of Intelsat Global Service Corporation and senior vice president of Strategy, Business Development. Prior to Intelsat, Mr. Mulloy was a partner with McKinsey & Company, a management consulting firm. Prior to McKinsey he worked for Gould Inc., an aerospace and defense company, and served in the U.S. Navy, in the nuclear propulsion branch. Mr. Mulloy has a BSME from the U.S. Naval Academy and an MBA from The Wharton School of the University of Pennsylvania. Mr. Mulloy brings extensive operational, satellite, telecommunications and IT infrastructure experience to RigNet's board.
Mattia Caprioli (based in London) is a Member of Kohlberg Kravis Roberts & Co. (KKR). He is responsible for its Business Services industry team in Europe. Since joining KKR in 2001, Mr. Caprioli has played a significant role in many investments including Legrand, Toys 'R' Us, FL Selenia, PagesJaunes, AVR, Van Gansewinkel, Alliance Boots, Inaer and Bond (now Avincis). Currently, Mr. Caprioli serves on the board of directors of Alliance Boots (2007-present) and Avincis (2010-present). Prior to joining KKR, Mr. Caprioli was with Goldman Sachs International in London, where he was involved in a broad array of mergers, acquisitions and financings across a variety of industries. He holds a M.Sc., summa cum laude, from L. Bocconi University, Milan, Italy.
Charles L. Davis has served as a member of our Board of Directors since June 2005. Mr. Davis is an investment manager for Houston Ventures, a United States based investment firm focused on investing in technology companies that solve operational problems in the energy and power sectors, and previously with SMH Private Equity group since December 2004. Mr. Davis received a Bachelor's degree in Business from Washington and Lee University and is a Certified Public Accountant in the Commonwealth of Virginia. Mr. Davis brings experience in finance, accounting and investment banking to our board as well as a wealth of experience in the energy industry.
Since 2001, Mr. De Vibe served as Chief Executive Officer of Kistefos Venture Capital, a venture capital firm that primarily invests in the IT and telecommunications industries. During that time, he also served as from 2007 to 2008 as Chief Executive Officer of Global IP Solutions (GIPS) Holdings AB, a company that was publicly traded in Norway until its sale to Google, Inc. From 1996 to 2001, he served as IBM's Director of Network Outsourcing EMEA from 1999 to 2001, Director of Network Service Sales EMEA from 1998 to 1999, and Director of Network Outsourcing Services EMEA from 1996 to 1998. He holds a Master of Science degree from the University of Oslo. Mr. De Vibe brings a wealth of experience in IT and telecommunications along with extensive operational and commercial competencies.
Mr. Whittington recently served as the Chief Operating Officer of Windstream Corporation, a publicly traded communications company providing phone, high-speed Internet and high-definition digital TV services. Prior to that, Mr. Whittington served as the Executive Vice President and Chief Financial Officer of Windstream Corporation from July 2006 to August 2009. From December 2005 to July 2006, Mr. Whittington served as Executive Vice President and Chief Financial Officer of Windstream Corporation's predecessor, Alltel Holding Corp. From 2002 to August 2005, Mr. Whittington served as Vice President of Finance and Accounting of Alltel Corporation, parent company of Alltel Holding Corp and, from August 2005 to December 2005, Mr. Whittington also served as the Senior Vice President-Operations Support of Alltel Corporation. Prior to joining Alltel, Mr. Whittington was with Arthur Andersen LLP for over eight years. Mr. Whittington has a degree in accounting from the University of Arkansas at Little Rock. Mr. Whittington will bring experience in finance and accounting to our board as well as a wealth of experience in the communications industry.