Audit Committee: The Audit Committee's primary responsibilities are to (i) oversee Autobytel's accounting and financial reporting policies, processes, practices and internal controls, (ii) appoint, compensate and oversee the independent auditors, (iii) review the quality and objectivity of Autobytel's independent audit and financial statements and (iv) act as liaison between the board of directors and the independent auditors.
Compensation Committee: The Compensation Committee is responsible for (i) determining or recommending to the board of directors the compensation of the Chief Executive Officer and each other executive officer or any other officer who reports directly to the Chief Executive Officer based on the performance of each officer, (ii) making recommendations to the board of directors regarding stock option and purchase plans and other equity compensation arrangements and (iii) preparing reports regarding executive compensation for disclosure in Autobytel's proxy statements or as otherwise required by applicable laws.
Corporate Governance and Nominations Committee: The Corporate Governance and Nominations Committee, which was established in March 2004, is responsible for (i) identifying individuals qualified to become directors and selecting director nominees or recommending nominees to the board of directors for nomination; (ii) recommending nominees for appointment to committees of the board of directors; (iii) developing and recommending charters of committees of the board of directors; and (iv) overseeing the corporate governance of Autobytel and, as deemed necessary or desirable from time to time, developing and recommending corporate governance policies to the board of directors.
Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.
Michael Fuchs was elected as a director of Autobytel in September 1996 and became Chairman in June 1998. From November 2000 to May 2001, Mr. Fuchs was Chief Executive Officer of MyTurn.com, Inc. and was Interim Chief Executive Officer from April 2000 to October 2000. Mr. Fuchs was a consultant from November 1995 to April 2000. He was Chairman and Chief Executive Officer of Home Box Office, a Division of TimeWarner Entertainment Company, L.P., a leading pay-television company, from October 1984 until November 1995, and Chairman and Chief Executive Officer of Warner Music Group, a Division of Time Warner Inc., from May 1995 to November 1995. Mr. Fuchs holds a B.A. from Union College and a J.D. from the New York University School of Law. Mr. Fuchs is a member of the board of directors of Imax Corporation (entertainment).
Mark Kaplan was elected as a director of Autobytel in June 1998. Mr. Kaplan was a member of the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1979 through 1998 and currently is of counsel to such firm. Mr. Kaplan serves on the board of directors of the following publicly traded companies: American Biltrite Inc. (adhesive-coated, pressure-sensitive papers and films; tile flooring), Congoleum Corporation, Inc. (resilient sheet and tile flooring), DRS Technologies, Inc. (defense electronic products and systems) and Volt Information Sciences, Inc. (staffing services and telecommunications and information solutions). Mr. Kaplan holds an A.B. from Columbia College and a J.D. from Columbia Law School.
Mr. Stibel has been a director of Autobytel since December 2006. Since August 2010, Mr. Stibel has been the Chairman and Chief Executive Officer of Dun & Bradstreet Credibility Corp. From August 2005 to September 2009, Mr. Stibel was first President and Chief Executive Officer of Web.com, Inc., a leading provider of online marketing services for small businesses, and then President and a member of the Board of Directors of Web.com Group, Inc., a successor company to Web.com, Inc. From August 2000 to August 2005, Mr. Stibel held executive positions, including General Manager and Senior Vice President at United Online, Inc., a technology company that owns and operates branded Internet service providers and Web services. Mr. Stibel serves on the Board of Brown University's Entrepreneurship Program and Tufts University's Gordon Center for Leadership. Mr. Stibel received a Bachelors degree from Tufts University, a Masters degree from Brown University and studied business and brain science at Massachusetts Institute of Technology's Sloan School of Management and at Brown University, where he was a Brain and Behavior Fellow. Mr. Stibel's experience as an executive officer of various online marketing and technology companies led the Board to conclude that Mr. Stibel should serve as one of the Company's directors.
Ms. Thompson has been a director of Autobytel since March 2008. Since July 2011, Ms. Thompson has been Vice President, Marketing Advanstar Communications Inc., the leading provider of integrated media solutions to the automotive aftermarket, pharmaceutical, healthcare, powersports and fashion industries. Prior to that date, Ms. Thompson served as Vice President, Automotive Group for The Marketing Arm, an Omnicom Group agency, from January 2011 to June 2011. Prior to this she was the Executive Vice President of the Diversified Agency Services Division of Omnicom Group, an advertising firm, from November 2007 to August 2010. Prior to that Ms. Thompson was Vice President, Marketing Nissan and Infiniti Divisions of Nissan North America from July 2004 to September 2007. From July 1999 to July 2004, Ms. Thompson was Chief Executive Officer and President of The Designory, Inc., a marketing firm owned by the Omnicom Group. Ms. Thompson held sales or marketing positions at Mazda Motor of America, Toyota Motor Sales, U.S.A. and Chrysler Corporation from 1972 to 1994. Ms. Thompson received a B.A. in business from Western Michigan University and a M.B.A. from University of Detroit. Ms. Thompson's experience as an advertising and marketing executive in the automotive industry led the Board to conclude that Ms. Thompson should serve as one of the Company's directors. Ms. Thompson has the distinction of being named one of the Top 100 Women in the Automotive Industry in both 2005 and 2010.
Mr. Carpenter has been a director and a member of the Audit Committee of Autobytel since September 2012. Since May 2009 he has served on the board of directors of Ally Financial Inc. and in November 2009 was named Ally’s chief executive officer. Ally Financial Inc. is one of the nation’s leading automotive financial services companies, with a concentration in automotive lending. Previously known as GMAC Financial Services, Ally’s automotive services business offers a full suite of automotive financing products and services. Mr. Carpenter founded Southgate Alternative Investments in 2007. Prior to joining Ally, from 2002 to 2006, Carpenter was chairman and CEO of Citigroup Alternative Investments, overseeing $60 billion of proprietary capital and customer funds globally. From 1998 to 2002, he was chairman and CEO of Citigroup’s Global Corporate & Investment Bank, with responsibility for Salomon Smith Barney Inc. and Citibank’s global corporate banking activities. Mr. Carpenter was named chairman and CEO of Salomon Smith Barney in 1998. Prior to Citigroup, he was chairman and CEO of Travelers Life & Annuity and vice chairman of Travelers Group Inc., responsible for strategy and business development. Before that he held executive management positions at Kidder Peabody Group Inc., a wholly-owned subsidiary of General Electric Company. From 1986 to 1989, he was executive vice president of GE Capital Corporation, and from 1983 to 1986, he was responsible for corporate business development and strategic planning as well as mergers and acquisitions for General Electric. Earlier in his career, Mr. Carpenter spent nine years at the Boston Consulting Group and three years at Imperial Chemical Industries in the United Kingdom as well as serving on the boards of various private and public companies. Mr. Carpenter received a Bachelor of Science Degree from the University of Nottingham, England, and an M.B.A. from the Harvard Business School where he was a Baker Scholar. He also holds an honorary Doctor of Laws Degree from the University of Nottingham.
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