Compuware Corp.

If you've met Peter Karmanos, Jr., you've met passion personified. As Chairman and Chief Executive Officer of Compuware, Pete uses that passion every day to ensure that the company delivers value to its customers. How? Simple--through the hottest distributed products in the market, through outstanding professional services and through the most-respected mainframe software in the world, Compuware helps make its customers more productive. Getting the company to where it is today, however, has not always been so simple. Flashback to 1973, when Pete sat in his dining room with two buddies and gambled. The stakes were higher than he could've imagined at the time, because with $3,000 each in tax-return money, Pete and his friends formed Compuware, a company that would become a worldwide leader in delivering technology value to customers. Pete, along with the late Thomas Thewes and Allen Cutting, Jr., wanted to build "…a 20 to 25 person company that would be a fun place to work." Instead, they created Detroit's technology giant, with more than 6,000 employees and greater than $1.2 billion in annual revenue. Since Compuware began, Pete's had a front seat on the rollercoaster of the technology industry, and he's seen it all. He's seen the fads come and go. He's seen little sock puppets star in $2 million TV commercials only to end up bankrupt and on the auction block. What does it take to thrive in the midst of the madness? As Pete will tell you, there's no big secret. It's a time-tested formula consisting of highly visible leadership, hands-on management, a keen awareness of what's happening in the industry and--most importantly--a strong foundation. For Pete, that foundation is the straightforward, unwavering mission of Compuware--to deliver value through technology, allowing customers to focus on what they do best, from selling cars to selling widgets. This focus has allowed Pete and his worldwide teams to see through the trends and fads and build real solutions that customers want and need. With solutions that ensure application quality, speed Java or .NET development or help software performance surpass expectations, Compuware continues to help people do things with computers. Compuware has been called the blue-collar software company, and perhaps that all began at Peter Karmanos, Sr.'s diner in Detroit. They called it Pete's Place, though it was really named Grand & Lahser Hamburgers. That's where Peter Jr. learned firsthand what it meant to meet the expectations of customers. And the value of coming to work every day and getting something done has stayed with Pete since his days running the cash register. Another thing that's stuck with Pete since his days in the diner is his respect for the hardworking people who help drive business forward every day. Having well overshot his goal of building a 25-person company, Pete also strove to over-deliver on the promise of giving his employees a fun place to work. Today, with its fresh, open design, incredible views, health club, day care facility and many other employee amenities, the new Compuware headquarters building in Downtown Detroit is a perfect encapsulation of Compuware's fun, friendly culture. Pete is an avid gardener, a master gardener in fact. He's also a member of Mensa and has had the good fortune to have his name be one of the (incorrect) answers on a famous trivia game show. He is also an athlete and sports fan, which led Pete into co-ownership of three hockey teams--the Carolina Hurricanes (National Hockey League), the Plymouth Whalers (Ontario Hockey League) and the Florida Everblades (East Coast Hockey League)--and drove him to create youth hockey programs for the children of Southeast Michigan. In addition to his personal and business pursuits, Pete is deeply committed to philanthropy. In memory of his late wife, Pete has made gifts of more than $50 million to establish and support the Barbara Ann Karmanos Cancer Institute, the only nationally recognized center to be named for a woman. Pete, along with Compuware employees around the world, supports a wide variety of other causes. Pete attended Wayne State University in Detroit, before pursuing his fascination with business and technology. Pete lives in the metropolitan Detroit area with his Video Producer wife, Danialle. Pete and Danialle enjoy movies (with popcorn and "Milk Dudes"), traveling, reading the paper and golfing. The couple is already working on ideas for the documentary they'd like to co-produce someday.

Bob Paul is a business leader with a proven knack for getting—and keeping—companies focused on what they do best for their customers. As President and COO of Compuware, Paul puts these capabilities to use as leader of the company's worldwide products and services operations, the organization's transformational Compuware 2.0 initiative and a number of other key functions, such as product management, marketing and communications, technical sales support, and recruiting, training and career development. Before this position, Paul served as President and COO of Compuware Covisint and was instrumental in helping to facilitate Compuware's acquisition of Covisint in 2004. Prior to his Covisint days, Bob's experiences include being the President of SYNAPZ, a provider of web-based supply chain management procurement applications for the auto industry. Bob was also President and COO of Coherent Networks, Incorporated (CNI). His position at CNI gave Bob the opportunity to experience the second of three turnarounds in which he has played a leading role. By guiding the company to focus on what its customers valued, and by applying technology and services to solve those problems, Bob and his team were able to take out 36 percent of the company's operating costs in his first nine months at the company and attain 72 percent of annual revenues by the end of the first full quarter of the subsequent year. Bob's influence at Covisint was even more significant. Coming in as a Vice President of Sales and Marketing in October 2001, Bob learned that the company was competing in too many application spaces and did not have the resources to succeed in all of them effectively. Bob was key player on the team responsible for focusing the company on the things it was competitively qualified to do…areas that would also provide sustainable revenue. With Bob's help, Covisint grew its registered user base to almost 100,000 in the first year of the turnaround, nearly quadrupling it. During this same timeframe, Covisint's results featured a 56 percent operating cost reduction, while the company maintained top-line revenue objectives. Advancing to CEO and President of Covisint, Bob's next challenge was to manage the acquisition of his company. Part of the turnaround for Covisint was the realization that Covisint customers often require substantial development and operational support when implementing services. With an extended services organization, Covisint could provide even greater value to its customer base. So Bob and his team went shopping for a large company with experience doing major IT-based projects. A headquarters in Detroit would be a strong plus. And above all, the purchasing company had to be a place where high-performance people were welcomed and respected. Compuware had its offer on the table within seven days. On March 1, 2004 the acquisition was completed. In addition to his dedication to Compuware, Bob is an active industry citizen. He speaks on IT topics at business schools and industry events all over the world. He also authors supply chain management articles for business publications. Beyond corporate walls, Bob has always been a serious sports enthusiast. He attended Aquinas College in Grand Rapids, Michigan on a soccer scholarship and earned recognition as a National Association of Intercollegiate Athletics All-American in the sport. Bob continues to play soccer, and has coached several teams, including the Olympic Development Team for Michigan soccer. Currently, he coaches his son's under-seven team on weekends. Bob is also a golfer and former University of Michigan club rugby player. In support of his golf habit, Bob served as President of Walnut Creek Country Club. Born and raised in England until he was 12, Bob now lives in Northville, Michigan with his wife, four kids, and two dogs—a treasured Bernese mountain dog and an equally beloved mutt. When not working or coaching, Bob can usually be found cheering on his kids at one of their many extracurricular performances and sporting events.

When he graduated from Detroit's Wayne State University with a combined Bachelor of Science and Bachelor of Arts degree in Business and French, Chris Bockhausen had no idea that he'd end up as a tech guy. He remained in his first financial job for a mere three hours. The next day he tested with Honeywell and immediately embarked on a long and impressive technical career that would eventually direct him to a number of key leadership positions. Today, Chris serves as Compuware's Senior Vice President of Technology and Chief Information Officer. Starting in Software Development at Honeywell in 1965, Chris found himself working on innovations that would help the company gain market leadership over IBM. He was the first to put "hardware multiply/divide" into Honeywell software, making the execution time of the company's machines several orders faster. After three years of software development, Chris churned ahead, forming his own company developing software. It was right around 1972 that Pete Karmanos and Chris joined American Motors Corporation, and Pete invited Chris to join him in a venture that would be called Compuware. As it happened, it would be decades before Chris would take up Pete's offer. In the meantime, Chris kept on innovating at AMC and quickly advanced to become the Director of IS Operations. Finally, when Renault acquired AMC, Chris got a chance to put one of his degrees to use French! As the Paris-based CTO for Renault from 1983-1985, Chris had to quickly refine his second language to the point where he could live, work and lead a French-speaking team of 1,000 strong. His success in this endeavor has been a lasting source of confidence for Chris: "Working in a foreign language multiplies the difficulty of a job ten-fold." When AMC was acquired by Chrysler from Renault, Chris returned to the U.S. and became the CIO for Chrysler Credit in Allentown, PA. Nations Bank then acquired Chrysler Credit and Chris was named their CIO. With 25 years seniority in the AMC/Renault/Chrysler chain, and also employed by NationsBank, Chris retired from both companies in 1996.

Officially, Denise Starr is known as Compuware's Chief Administrative Officer. Unofficially, she could be called Compuware's Resident Miracle Worker. To begin with, some may consider it miraculous that anyone can handle as long a list of vital functions as Denise manages at Compuware. Among her responsibilities are all corporate real estate, facilities, purchasing, shipping and receiving, fleet operations, license management, product distribution, insurance, travel, security, building telephone operators, mail services, administrative support and Compuware's 24-hour customer service hotline. Denise joined Compuware in 1989, and held positions of increasing responsibility in facilities and administration including Manager, Director, Senior Vice President and Executive Vice President. In her tenure, Compuware's offices in North America have grown in number from six to more than 45. Among Denise's most notable accomplishments is her role in making the new Compuware world headquarters an incredible place to work and visit. Throughout Compuware's relocation, she oversaw the construction and occupancy of the building, but the job didn't end there. Denise also played--and continues to play--a leading role in bringing services and retail establishments to the building. Denise is responsible for Compuware's child development center, wellness center and cafeteria, as well as the popular shops and restaurants that occupy the building's ground floor. Denise will explain that, in one way or another, everything she does boils down to service--a skill she honed early on in her 13-year career with the Detroit Free Press. As a manager in the circulation department, she was responsible for customer service. She also oversaw the carrier billing system, which she helped to create and roll out to district managers. Doing what Denise does every day takes time and plenty of effort. But she credits her endurance to two things: a passion for having fun and a knack for finding creative solutions to unique challenges. Before switching her major to business administration at the Mercy College of Detroit (now the University of Detroit Mercy), Denise studied social work--and she values the experience for helping her to inspire groups to work together more effectively. A big part of that is keeping work fun. Denise loves what she does, and she shares that passion by openly expressing her sense of humor and encouraging creative thinking among her coworkers. While Denise brings miraculous results to Compuware every day, it's perhaps even more impressive that she still finds time to work miracle after miracle in her community. She makes it a priority to share her talents, influence and compassion with others in some very unique and outgoing ways. Denise serves on a long list of non-profit boards including HAVEN, Hospice Foundation, Detroit Economic Growth Corporation, Detroit Riverfront Conservancy, Gleaners Food Bank, Women's Leadership Foundation and the Michigan Minority Business Development Council (for which she is also the Sector Chairperson for IT). Denise's work as a Mentor in Wayne County's Michigan Mentoring Program has resulted in providing direction and motivation to a student who now passionately aspires to work in Compuware's child development center someday. Denise also participates in the Make-a-Wish Foundation's Wish-a-Mile 300-mile bike ride every July. Although not a bicyclist, she'll train three months for the trip. Denise has helped increase participation within Compuware each year, which recently resulted in a donation of more than $80,000. Denise also supports fundraising efforts for the Karmanos Cancer Institute. These considerable contributions are not the limit of Denise's generosity. Very sensitive to problems in her community, Denise always feels compelled to help in any way she can. In the recent past, Denise found clever ways to help the parents of a young girl with the expenses and travel problems associated with getting their daughter a liver transplant. Denise has a grown son who lives in the Western United States. She shares her home in Oakland County with a black Lab named Jake. Additionally, Denise enjoys reading management literature and humorous books--a combination that may someday inspire her to turn her journal into a book on her amusing experiences serving customers.

To direct the finances of a worldwide company like Compuware takes all the attributes you would expect—intelligence, dedication and plenty of hard work. For Laura Fournier, Compuware's Executive Vice President, CFO and Treasurer, there's one more very important component—lots of heart. Lots of heart for the job, and lots of heart for the team she works with. In fact, Laura followed her heart all the way along her career path. Although starting off with a degree in elementary education, Laura took a position in the accounts payable department of a lumberyard. In the process, she discovered a true passion, and went on to get her accounting and finance degree at the University of Nevada, Las Vegas. Laura credits UNLV for her rapid success, having been challenged hard enough in her studies to pass her CPA exam on the first try. Several successful years in public accounting followed, ultimately leading Laura to the post of Senior Manager at Laventhol and Horwath. Compuware became one of Laura's most challenging and interesting clients. As she explains, "Compuware was always doing something different!" The opportunity to move over to Compuware appeared in 1990, when Laura was also considering an attractive post with a major automaker. Once again, she followed her heart, choosing the position in which she felt she would never become "a brick in the wall." She chose Compuware, joining as Director of Internal Audit and Controller. Today, Laura's responsibilities include overseeing Compuware's Finance and Human Resources organizations. She also performs the treasury function and guides strategic planning and all business practices and policies related to finance. She has experienced some of the company's greatest moments in her present role, including the crowning achievement of going public. Although the role brings no shortage of challenges, Laura credits her success to her ability to step back from complicated situations and apply common sense to make decisions for the greater good of the company and its people. One of Laura's mentors once assured her that "Good people do not languish at Compuware." She has cherished those words and made them her own guiding principle in building and guiding what she believes is the best accounting team in the business. As leader of this team, Laura works hard to continue honing her skills and maintains her CPA status to this day. Laura has also built a successful team outside of her Compuware business units—one that brings comfort and joy to dozens of families each holiday season. Working with friends, fellow Compuware employees and the St. Vincent de Paul organization, Laura helps bring truckloads of holiday gifts and food to more and more families each year. Laura and her husband make their home in Mt. Clemens, Michigan. Whenever she can, she enjoys spending time with her two children and her grandchildren.

Paul Czarnik is what is referred to as a ''lifer'' at Compuware. He joined the company in 1981 as a contract programmer for the company’s Professional Services organization. And with the exception of a brief ''prodigal'' period when he left to start up his own successful software and services company, Paul has worked his way through many technical and management positions at Compuware, en route to his current position as CTO. A programmer at heart, Paul thrives on learning more about the vast and wide-ranging technology industry so that he can directly and immediately apply that knowledge to his work. He’s got an eagle eye trained on delivery and is a proponent of Agile Development. Paul also believes in working with the Compuware Sales organization, and feels very comfortable having a sales person at his shoulder to share customer feedback and needs. He leads a team of more than a thousand employees who he refers to as ''proficient and prolific technicians.'' This team delivers world-class Compuware products and support to customers around the globe. Paul attributes his achievement and sustainability to his own philosophy of technology development, patterned after the standard industry term ''FUD,'' which typically means Fear, Uncertainty and Doubt. His interpretation of FUD is Focus, Urgency and Discipline. Those guiding words have served him, and Compuware, well for more than 25 years. Paul attended Wayne State University while working the night shift as a programmer at Art Center Hospital in Detroit. He is an accomplished musician and songwriter, who lives in Union Lake with his wife and former Compuware employee, Donna, and their two children, Alexander and Ekaterina. The Czarnik family also enjoys getting away to their cottage in Au Gres, Michigan to soak up all that nature has to offer.

It was the culture that first inspired Donna to take on a position at Compuware in 1988, and it was the culture that empowered her to experience new opportunities and advance quickly into a role she loves. That role has changed as the company has evolved, and Donna has learned she can trust Compuware to present as many opportunities to her as she has the energy and motivation to tackle. Initially playing a role in the management of Compuware's worldwide business, Donna was responsible for setting policy and working behind the scenes within the organization. Desiring the opportunity to exercise her outstanding strengths in relationship building and negotiation, Donna continuously expanded her contracts role. Now, as Vice President of Enterprise Operations, Donna oversees major client contracts, Compuware's value office and the sales organization for mainframe business. Supporting the CRM group, Donna helps customers to understand Compuware's most important deliverable: value. Donna's team gathers and reports usage data, demonstrates the value that Compuware's customers receive from its products on a daily basis and provides insights on how Compuware can better serve those customers. Donna also supervises customer retention, maintenance, capacity increase processing, and large enterprise agreements--a role that places her in charge of more than $300 million in revenue.

As a young attorney, Tom Costello never imagined that he would someday lead the Legal, HR and Communications and Investor Relations departments of an international corporation. In fact, his first passion was coaching hockey. But when you consider Tom's knack for building great, high performance teams, it all comes together. Tom's first role with Compuware was, well, not your everyday staff job. He started as an assistant coach for the company's Midget Major team in the early eighties. He then became the assistant coach and assistant general manager of the Ontario Hockey League's Windsor Compuware Spitfires when Pete Karmanos acquired the team in 1984. Although fond of the game and the young people he worked with, Tom eventually decided that he was "done riding through Ontario on buses." At the same time, Compuware realized a need for a legal expert who could help support the development of a law office information system. To tackle the new challenge, Tom left his legal practice of six years and became General Counsel for Compuware. Today, Tom serves as Senior Vice President and General Counsel, responsible for providing strategic legal counsel and directing the day-to-day operations of Compuware's legal department. Since May of 1995, he has served as Secretary of the Compuware Board of Directors. For a guy who's always looking for a new way to make a positive impact, even that wasn't enough of a challenge. So, Tom also maintains responsibility for Compuware Human Resources and Communications and Investor Relations. Tom remains an active part of Detroit's legal community, formerly serving as a Chairperson of the Computer Law Section of the State Bar of Michigan. He has authored articles and given presentations on intellectual property law topics that affect the computer industry. The same spirit that inspires Tom to coach also drives him to teach. He has served as a part-time faculty member in the Masters of Business Administration program at Wayne State University, where he especially enjoys teaching evening courses to working MBA students who bring some real-world understanding to class. Above all, Tom is proud to say that, since he began coaching in 1973, he has never left youth hockey. More important than the sport, Tom points out, are the skills his young players pick up along the way teamwork and the ability to overcome adversity while having a good time. Tom also enjoys working with youth as president and member of the Board of Trustees of the Generation of Promise Program, which was recently selected as the Community Service initiative by the Super Bowl committee for Detroit. As part of the program, Tom challenges kids from all of Detroit's surrounding communities and all walks of life to learn more about one another. The groups enjoy retreats and take part in discussions on difficult issues such as teen pregnancy. For all of these meaningful efforts, Tom received the program's Bridge Builder Award in 2004. For his support of diversity and his work with the Promise Program, The Diversity and Race Relations Task Force includes Tom on its Diversity Champion Honor Roll. Tom is a cum laude graduate of both Ohio University and Thomas M. Cooley Law School. He serves as a member of the Boards of Directors for Loyola High School and for the Michigan Roundtable for Diversity & Inclusion (formerly NCCJ). Tom also serves on the University of Detroit Law School's Dean's Advisory Board. He is also a regular at the Detroit Golf Club, a cycling freak and, most importantly, the father of two very sharp, grown-up kids. Tom resides in Grosse Pointe Park, Michigan.

Dan is an avid sports enthusiast and participant, so it's not surprising that time on the ice rink contributed to his coming to Compuware. In 1998, his former youth hockey coach was Compuware's general counsel. He remembered the young hockey defenseman's determination and sense of fairness when Dan, after litigating in Chicago courtrooms for four years, applied to join the Compuware team as Senior Counsel. In this role, Dan was tasked with managing the company's corporate litigation, focusing on all employment matters, intellectual property infringement and contract disputes among other duties. Dan managed the high-stakes litigation against IBM, which involved complex antitrust and intellectual property claims, resulting in a $400 million settlement in favor of Compuware. Dan's extensive knowledge of litigation and corporate law and his keen ability to effectively apply it when needed vaulted him in 2006 to Compuware's Associate General Counsel position. Here, his ability to recognize and utilize the talents of those on Compuware's internal legal staff and effectively manage outside counsel, allowed the company to save more than 50 percent of its annual legal fees. Today, Dan leads the entire Compuware legal team, providing the company with comprehensive and practical advice for a wide range of legal matters including commercial litigation, employment law, immigration, intellectual property, mergers and acquisitions, corporate governance, international law and SEC compliance. This seems a natural path for the attorney who made the Dean's list and Law Review while attending Detroit College of Law before transferring to complete his law degree at University of Michigan Law School in 1994. Dan and his wife, Maureen, reside in Grosse Pointe Park and share in the excitement of raising their two young boys. Continuing in his sporting life outside of work, Dan has helped to coach his sons' hockey teams, and even plays pickup hockey when his schedule allows. Golf is also a sporting love of Dan's, although he preferred not to make public his handicap. He also has been known to play "music" on occasion in a Detroit rock band.

Scott Johnson is a Vice President in Compuware's finance organization, responsible for the company's Corporate Development and Internal Audit functions. In his Corporate Development role, Scott's responsibilities include leading acquisition teams through the evaluation of and transaction execution for business acquisitions; the evaluation of strategic business opportunities for Compuware; and the analysis of strategic finance issues. Additionally, Scott manages all Compuware worldwide internal audit activities, providing the Audit Committee of the Board of Directors, the CEO and the CFO with an independent appraisal of financial and operational processes. Scott also serves as Board Member, Treasurer, and Secretary for Foresee Results a Compuware investment that provides online customer satisfaction management.

Jodie Cox leads Exametric's Business Development Efforts. He is responsible for developing the company's strategy and clientele that will ensure its consistent revenue growth and success. Jodie has over 20 years of sales success in new market penetration with companies such as Compuware, IBM Global, Fujitsu, and Hitachi Data Systems. At Compuware, the world's fifth largest software company, he was named #1 Channel Manager for the company's worldwide businesses. Prior to that, he was Regional Director of Sales for Fujitsu in Atlanta. He is an active leader in the community, as a member of the Metro Atlanta Chamber of Commerce Board of Advisors and the Chattahoochee River Basin Authority, amongst others. Jodie holds a Bachelor of Science degree in Mechanical Engineering from the University of Arizona .

Kevin English has held numerous senior executive positions for major global corporations and recently created his own company to provide operational assessment and interim leadership for organizations undergoing high growth or transformation. His distinguished career has been associated with the technology, publishing, media, financial services, and automotive industries. Prior to co-founding Board Effectiveness Partners, Kevin was the Chairman, CEO, and President of Covisint. Earlier, he served as Managing Director and Chief Executive Officer, e-Commerce for Credit Suisse First Boston, and was Chairman and Chief Executive Officer of TheStreet.com, which he took public in a $100 million IPO in 1999. Kevin's previous experiences include numerous executive leadership positions with Reed Elsevier, the Dutch publishing giant that owns LexisNexis, and with several high-technology companies. Kevin holds a B.A., cum laude, from Stonehill College.

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Ms. Nelson, age 56, has served as one of our directors since October 2002. Ms. Nelson is President and Chief Executive Officer of the Detroit Riverfront Conservancy, Inc., a non-profit organization formed to develop and maintain the public space along Detroit’s riverfront. Prior to joining the Conservancy in November 2003, Ms. Nelson was the Vice President of Government Affairs for Wayne State University. Prior to joining Wayne State in February 1996, Ms. Nelson was employed by Kmart Corporation for 15 years where she served as Corporate Attorney and Director for Government Affairs. Ms. Nelson serves on the board of several community, civic and economic development organizations, including the Michigan Economic Growth Authority, University of Detroit Mercy and TechTown.

Dr. Price, age 69, has served as one of our directors since October 2002. Dr. Price served as the President of Marygrove College from 1998 through June 2006 and is currently President Emeritus. Prior to assuming her responsibilities at Marygrove, Dr. Price was the Provost at Spelman College in Atlanta. Dr. Price has held positions as faculty and administrator at several academic institutions, as well as practicing as a clinical laboratory scientist. Dr. Price currently serves on the board of several community, civic and educational organizations, including the Detroit Symphony Orchestra, Focus: HOPE and the Michigan Colleges Foundation.

Mr. Bedi, age 61, has served as one of our directors since October 2002. Mr. Bedi is a private investor. He served as Vice President of Ford Motor Company from October 1998 through his retirement in December 2001. Mr. Bedi served at Ford Motor Company in a variety of other managerial positions for more than 30 years. Mr. Bedi is a director of KEMET Corporation, serving on their Audit and Compensation Committees, and Actuant Corporation, serving on their Compensation Committee.

Thomas Thewes is a co-owner of three hockey teams: the Carolina Hurricanes, the Plymouth Whalers (Ontario Hockey League) and the Florida Everblades (ECHL). He is also a benefactor to several philanthropic interests. Thewes is Vice Chairman of the Board of Directors (Emeritus) and co-founder of Compuware Corporation. Headquartered in Detroit, Mich., Compuware is a global provider of software productivity products and professional services. Compuware is one of the world's largest independent software vendors and professional services organizations. In business for almost 30 years, Compuware offers more than 130 software products from offices located in 47 countries. Thewes is a graduate of the University of Detroit. The father of six children and grandfather of 12, he lives in metropolitan Detroit with his wife, Beverly.

Mr. Prowse, age 66, has served as one of our directors since December 1986. Mr. Prowse has been a private investor since he left the Company in 1999. He began his employment with us in 1984 and served as our Executive Vice President from February 1998 until March 1999. From January 1992 through January 1998, Mr. Prowse served as our Senior Vice President. Since November 2008, Mr. Prowse has performed consulting and advisory services for the Company under an independent contractor agreement. Please see the section titled “Compensation Committee Interlocks and Insider Participation” for further discussion of Mr. Prowse’s independent contractor agreement.

Mr. Halling, age 70, has served as one of our directors since October 1996. He is a private investor. Mr. Halling is also a director of Detroit Legal News, serving on their Audit and Compensation Committees. He served as the President of The Detroit Economic Club from May 1995 through March 2002. Mr. Halling is a certified public accountant and is the Company’s “audit committee financial expert,” as defined by the rules and regulations of the Securities and Exchange Commission (the “SEC”). Mr. Halling served as a member of the board of directors for KPMG LLP from October 1990 through June 1993 and as Managing Partner of its Michigan/Toledo business unit from August 1986 through June 1993.