PROPOSAL 1
ELECTION OF DIRECTORS
The
Companys current Board is composed of four directors, each with terms expiring at the Annual Meeting. The directors are each elected for a term of one year or until his or her successor is duly elected and qualified. We are seeking your
support at the Annual Meeting to elect Mr. Kellner, Mr. Deutsch and Mr. Chioini. You should refer to the Companys proxy statement, which is available, free of charge, at sec.gov, for the names, background, qualifications
and other information concerning the Incumbent Nominees.
With respect to the election of directors, the Bylaws provide that a plurality
of the votes cast by the stockholders present or represented by proxy at the meeting and entitled to vote is required to elect a director. Therefore, the four director nominees that receive the highest number of affirmative FOR votes
will be elected as directors.
The Kellner Group Nominees
The following information sets forth the name, age, business address, present principal occupation, and employment and material occupations,
positions, offices, or employments for the past five years of each of the Kellner Group Nominees. Each of the Kellner Group Nominees is a citizen of the United States.
Ted D. Kellner, age 77, currently manages his personal and family investments after retiring in 2017 from his career as a portfolio manager at
Fiduciary Management, Inc., an investment management firm that he founded in 1980. Fiduciary Management, Inc. currently advises approximately $13.9 billion in assets, pension and profit-sharing trusts, Taft-Hartley and public funds, endowments
and personal trusts throughout the United States. He is also the Executive Chairman and Treasurer of Fiduciary Real Estate Development Inc., a business founded by Mr. Kellner in 1984 that owns and manages over $1.8 billion in multi-family
residential units. Mr. Kellner previously served as a director of Metavante Technologies, Inc., a then publicly-traded company that provided banking and payments technologies to financial services firms, from 2007 to 2009, and
Marshall & Ilsley Corporation, a then publicly-traded bank and financial holding company, from 2000 to 2011. He also served as a director of American Family Mutual Insurance Company from 2001 to 2018, and currently serves on the board of
the Kelben Foundation, a family foundation focused on education and health programs. In addition, Mr. Kellner has received the Chartered Financial Analyst designation from the CFA Institute. Mr. Kellner is qualified to serve as a director
due to his 50 years of investment and financial experience, and substantial senior management experience.
Todd Deutsch, age 51, is a private
investor and entrepreneur. Since 2012, Mr. Deutsch has managed his family office. From 2009 to 2012, Mr. Deutsch was the Portfolio Manager/Principal at Bascom Hill Partners, a wealth management services company. Prior to running his family
office and Bascom Hill Partners, Mr. Deutsch spent 20 years as a trader with Goldman Sachs and various hedge funds. Mr. Deutsch has been a member of the Esquire Financial Holdings, Inc., a publicly-traded financial holding company, board
of directors since 2015 and serves on its Compensation Committee. Mr. Deutsch is qualified to serve as a director due to his extensive financial and business experience as well as valuable insight into managing and overseeing a business.
Robert L. Chioini, age 59, is the Managing Member of Bright Rock Holdings, LLC, a consultancy business founded by Mr. Chioini in 2019 that helps
pharmaceutical drug and medical device companies successfully grow their businesses by providing financing, public listing, management, operations, licensing, clinical drug development, medical device development and corporate governance assistance,
among other things. Mr. Chioini served as the Chief Executive Officer and a director of SQI
Diagnostics, Inc. (OTCQX-US: SQIDF/TSX-V: SQD) from 2020 to 2021, a publicly-traded, vertically integrated diagnostic medical device company
servicing the U.S. and Canadian diagnostic healthcare markets, where he provided executive leadership and revamped the business leading to a 200% increase in company valuation to a $155 million market capitalization. Mr. Chioini served as
Chairman of the Board and Chief Executive Officer of Rockwell Medical, Inc. (NASDAQ: RMTI) (Rockwell), a publicly-traded pharmaceutical drug and medical device company that Mr. Chioini founded, from 1995 to 2018, where he
provided executive leadership and built the business into a successful,
23