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Committee Composition

  Audit Committee Quality Committee Compensation Committee Nominating & Governance Special DOJ Committee
Christopher R. Christensen   Member of Quality Committee      
Roy E. Christensen Chairman of the Board          
Antoinette T. Hubenette, M.D.   Committee Chair for Quality Committee     Member of Special DOJ Committee
John G. Nackel, Ph.D. Member of Audit Committee Member of Quality Committee Committee Chair for Compensation Committee   Committee Chair for Special DOJ Committee
Daren Shaw Committee Chair for Audit Committee   Member of Compensation Committee Member of Nominating & Governance Committee Member of Special DOJ Committee
Director

Mr. Shaw has served for more than 32 years in leadership capacities with several financial services firms. He most recently served for 15 years in the Investment Banking Group at D.A. Davidson & Co., a middle-market full-service investment banking firm with approximately 1,100 employees, $30 billion under management and operations throughout the U.S., where he is currently a Managing Director. He also served for 12 years with Pacific Crest Securities (formerly known as Gallagher Capital Corp.), in various roles including Managing Director. During his term as Managing Director at D.A. Davidson & Co., Mr. Shaw has been the lead investment banker in a wide variety of transactions including public stock offerings, private placements, and mergers and acquisitions.

Mr. Shaw has also served as a member of the board of directors of Agri-Service, Inc., an agricultural equipment dealer based in Twin Falls, Idaho, since 2010, and as a member of the board of directors of Cadet Manufacturing, a zonal electric heater manufacturer based in Vancouver, Washington, since 2005.


Barry M. Smith   Member of Quality Committee Member of Compensation Committee Member of Nominating & Governance Committee  
Lee A. Daniels Member of Audit Committee   Member of Compensation Committee Committee Chair for Nominating & Governance Committee  
Chair of the Board = Chair of the Board Committee Chair = Chair or Co-Chair Committee Member = Member

Incentive Grant Approval Procedures:

For related party grants:

The Audit Committee meets briefly AS NEEDED before each quarterly Board Meeting to review proposed Related Party transactions and approve them. Grants are approved as proposed RPTs, but recommended to the Comp Committee, which has final say on those approvals.

For all grants:

The Compensation Committee meets briefly before each quarterly Board Meeting to review grants and approve them. No Board approval is necessary thereafter, unless the Committee wants to refer one or more grants to the Board as a whole. Under our 2007 Omnibus Incentive Plan, grant administration is assigned to the Comp Committee. We deferred commencing this procedure and continued having the board also approve grants as a Committee of the Whole until 2/23/09 when the Comp Committee was reorganized, as Charlie was arguably not "independent" for ยง162(m) purposes. Section 162(m) allows a deduction for "excess" compensation to Section 16 Officers.

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