The following information sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, offices, or employments for at least the past five years of each of the nominees. Each of our nominees has consented to serve as a director of the Company and to be named in this proxy statement as a nominee. None of the entities referenced below is a parent or subsidiary of the Company.
|Name||Age||Present Principal Occupation and Employment History|
A highly experienced corporate restructuring expert, will provide a fresh perspective on the Rofin board.
|48||Mr. Thomas Limberger has a deep understanding of the material processing, optoelectronics and laser business, having operated for years in these industries. Mr. Limberger has experience managing businesses of up to $5 billion in revenue and has served on the boards of several listed companies. Mr. Limberger currently serves as Founder, Partner and Chief Executive Officer of SilverArrow. He had been the CEO and National Executive of General Electric Germany, Austria and Switzerland, overseeing the capital and industrial businesses in the region. During Mr. Limberger’s tenure as CEO of OC Oerlikon AG, the company's market capitalization increased from CHF 1.6 billion to CHF 8.5 billion (+431%) and its share price increased almost 5 fold while outperforming the Swiss market! In fact, the stock price increased so dramatically, Mr. Limberger returned 40,000 options to Oerlikon because the equity value of his overall compensation package became out of line with peers. Additionally, during Mr. Limberger’s four-year tenure as CEO of Von Roll Holding AG, the company's stock price doubled from January 2007 until the beginning global economic crisis in January 2009. During the same period, the Swiss stock market declined 37%. Having presided over M&A transactions of approximately $16 billion in recent years, Mr. Limberger clearly has the expertise to oversee the Company in executing a future buy and build strategy. Mr. Limberger is focused on constructive methods to increase long-term shareholder value through operational and structural changes.|
C-level financial and business expert which is drastically needed at Rofin.
|53||Mr. Gebhard Rainer has exceptional operational and financial background and would be a strong addition to the Board. We believe he would be an excellent candidate to serve as Chair of the Audit Committee. Mr. Rainer currently serves as the President and Chief Operating Officer at Coach Inc. He previously worked in numerous capacities at Hyatt Hotels Corporation from 1994-2014, including the role of CFO for numerous years. For the past 35 years, he has gained operational, financial and strategic experience globally, through living and working in the United States, Europe, the Middle East and Asia. The Board has endorsed Mr. Rainer by inviting him to serve as a director.|
The architect of the Governance revolution at Rofin.
Mr. Jordan Kovler is an outstanding choice for Rofin’s Board, especially in light of the changes needed with respect to corporate governance, transparency and shareholder communications. He will bring a unique perspective to the Board, having spent the last 13 years advising boards and management teams on corporate governance, investor relations, executive compensation, M&A and stockholder activism. From a rare insider perspective, he has seen the differences between well-functioning boards that help properly guide the strategy of the Company while providing accountability and pro-active initiatives versus those that were reactive in nature and not working towards the best interests of their stockholders. In fact, Mr. Kovler designed the SilverArrow plan to bring the Company’s corporate governance up to modern standards. After we announced our plan to strengthen the Company’s governance structure, the Company adopted a majority voting by-law, and the Board has requested advisory votes on the other matters. However, in another showing of this Board’s idea of Corporate Governance, they have chosen not to include two of our stockholder proposals in their proxy materials. The stockholders need Mr. Kovler to serve as a strong advocate for governance on the Board.
Mr. Kovler previously worked as a Senior Vice President at D.F. King & Co., Inc., a proxy solicitation, corporate governance and investor relations consulting firm. His experience encompasses many of the most complex and contentious M&A transactions and proxy contests occurring in the U.S. and Europe over the past ten years, along with advising some of the largest publicly traded companies in the U.S. and Europe on Corporate Governance, Investor Relations and Communications programs. In his final two years at D.F. King & Co., Inc., he advised companies on over 20 announced transactions valued at over $350 billion. His shareholder activism defense business counted such clients as Staples, Interpublic Group of Companies, JDSU, URS Corp, Wynn Resorts and eBay, amongst others. With respect to corporate governance consulting and investor relations consulting, he counted some of the largest publicly traded companies as his clients, including ExxonMobil, Raytheon, AIG, Comcast, Ameriprise and Fifth Third Bank. Additionally, he serves on his firm’s executive committee and was responsible for developing new business lines, streamlining business units and reducing costs throughout the organization. His independent perspectives, communication and analytic skills, combined with his background and knowledge of corporate governance, investor relations, M&A and shareholder activism make him a necessary addition to this over tenured, entrenched board.