Cyberonics Inc.

Mr. Jackson has been a member of the Board of Directors since November 2003. In June 2003, Mr. Jackson retired from the accounting firm of Ernst & Young LLP after 35 years with the firm and one of its predecessors, Arthur Young & Company. During his career, he served as the audit partner on numerous public companies in Ernst & Young s New York and Minneapolis Offices. Mr. Jackson also serves as a director and member of the audit committee of Cyberonics, Inc., EpiCept Corporation, Life Time Fitness, Inc. and Urologix, Inc.

Mr. Browne joined us in July 2007 as Vice President, Finance and Chief Financial Officer. Mr. Browne has served as both Chief Executive Officer and Chief Financial Officer for several publicly traded healthcare companies. From May 2002 to June 2006, he was Chief Financial Officer at Amedisys, Inc., a home nursing company with revenues in excess of $600.0 million, during a period of substantial growth in revenue, profitability and market capitalization. From June 2006 to November 2006, Mr. Browne was a private investor, and from November 2006 to July 2007, he was a partner with Tatum, LLC, an executive services company. Prior to May 2002, he served as Chief Executive Officer for Ramsay Healthcare Inc., a provider of psychiatric services, and Ramsay-HMO, Inc., a health maintenance organization, and also founded and served as President at PeopleWorks, Inc, a human resource outsourcing company.

The Nominating & Governance Committee makes an annual report to our Board on succession planning. On May 1, 2007, Mr. Moore assumed the responsibilities of President and Chief Executive Officer. At a regularly scheduled meeting of the Nominating & Governance Committee in February 2008, Mr. Moore discussed his succession with the committee. At a regularly scheduled meeting of the Board in February 2008, Alan J. Olsen, Chairman of the Nominating & Governance Committee, reported the committee's discussion on succession planning to the Board.

John A. Riccardi has served as Interim Chief Financial Officer since November 2006. Prior to assuming that role, he served as the Director, Financial Planning & Analysis since joining the Company in November 2005. In such position Mr. Riccardi led the financial planning, budgeting, forecasting, modeling, and analysis activities for the Company; he also managed the annual forecasting and planning procedures for the Company's budget process, and provided analytical measurement of the Company's financial performance. From May 1997 to November 2005 Mr. Riccardi was employed in several positions of increasing responsibility by Johnson & Johnson, Inc. a major producer and seller of products in the health care industry.

Richard L. Rudolph , M.D. joined Cyberonics in August 2001 as Vice President, Clinical and Medical Affairs and Chief Medical Officer. He has 20 years of pharmaceutical and medical device research and management experience in the neuroscience area. He has authored and co-authored numerous publications. Prior to joining Cyberonics, Dr. Rudolph was Senior Director, Clinical Research and Development at Wyeth-Ayerst Research. During his 16-year career at Wyeth-Ayerst, Dr. Rudolph was responsible for numerous clinical studies and research on Effexor(R) (venlafaxine hydrochloride) and Effexor(R) XR, a leading brand of medication for the treatment of patients with depression and generalized anxiety disorder.

Mr. Wise joined us in September 2003 as Vice President and General Counsel. He was appointed our Secretary in November 2003. In June 2009, he also assumed responsibility for our Human Resources Department. From July 1994 to September 2003, Mr. Wise was employed at Centerpulse USA Inc. (formerly Sulzer Medica USA Inc.), a medical technology company specializing in orthopedic products acquired by Zimmer Holdings, Inc. in 2003. At Centerpulse he served as Group Vice President and General Counsel from September 1998 to September 2003. Prior to July 1994, he spent 12 years in private legal practice focused on intellectual property and commercial litigation. Mr. Wise has more than 27 years of experience in intellectual property, business development, and legal affairs in private practice and in corporate practice in the medical device industry.

James A. Reinstein joined Cyberonics as the Vice President, Sales and Marketing and International General Manager in August 2007 after a 17-year career at Boston Scientific where he held positions in sales, marketing and general management in the United States, Europe, Latin America and Asia. From 2005 through mid 2007, he served as Vice President of Asia with direct leadership of Korea, Taiwan and Hong Kong. Prior to that role, he was the Country Director of Boston Scientific de Mexico, where the business experienced compounded annual growth in excess of 30%. Countries under his leadership were recognized for excellence relative to peer countries in four of his last six years, with Korea being recognized as the top International Country in 2006. Additionally, Mr. Reinstein held senior management positions at several Boston Scientific U.S. and International divisions. Prior to joining Boston Scientific, he spent four years with Procter and Gamble in sales and management roles.

Milton M. Morris, Ph.D. joined Cyberonics as Vice President, Research & Development in January 2009. He joined Cyberonics from InnerPulse Corporation, a privately held cardiology-focused medical technology company in the Research Triangle Park (North Carolina), where he served as Director, Program Management and Operations since November 2007. Prior to InnerPulse, Dr. Morris was employed by Guidant Corporation and its successor, Boston Scientific Corporation. Over a period of 11 years, he held several positions including Senior Research Engineer; Manager, Research & Development; Director, Research & Development; and Director, Marketing. Dr. Morris is named as an inventor on 15 patents and an author on 19 publications, abstracts and scientific presentations.

Randal L. Simpson joined Cyberonics in 1998 and has served in various manufacturing management positions until October 2003 when he became Vice President, Operations. Prior to that, he served in the positions of Director, Manufacturing, Director, Materials and Sr. Director of Operations for Cyberonics. Prior to his joining Cyberonics, Mr. Simpson was employed by Intermedics, as Manager of Manufacturing. Mr. Simpson has over 20 years of manufacturing experience with over 14 years of experience in the medical device industry.

Alan Olsen has been an independent business consultant for the past 8 years and serves on the board of several public, private and charitable organizations. Mr. Olsen has over 28 years of medical device sales and marketing experience at Smith & Nephew Richards, Danek Medical and Sofamor Danek Group. He was founder and President of Danek Medical, a pioneer in the spinal fixation device market, which later became part of Sofamor Danek Group. He served as a Director of Sofamor Danek Group from 1985 to 1993.