March 13, 2008
10:00am Pacific Standard Time |
Shareholders Meeting
The Annual Meeting of Stockholders of ActivIdentity Corporation ("ActivIdentity" or the "Company") will be held on Thursday, March 13, 2008, at 10:00 a.m. local time, at the offices of the Company, located at 6623 Dumbarton Circle, Fremont, California 94555, for the following purposes (as more fully described in the Proxy Statement accompanying this Notice):
1. To elect eight directors of the Company;
2. To ratify the appointment of BDO Seidman, LLP, as the Company's independent registered public accountants for the fiscal year ending September 30, 2008; and
3. To transact such other business as may properly come before the meeting.
Stockholders of record at the close of business on January 25, 2008 are entitled to vote at the Annual Meeting and are cordially invited to attend the meeting. However, to ensure your representation at the meeting, you are urged to mark, sign, date and return the enclosed proxy as promptly as possible in the postage-prepaid envelope enclosed for that purpose. If you attend the meeting, you may vote in person even if you return a proxy.
Nominees
The Board of Directors recommends a vote for the nominees listed below:
Name of Nominee |
Principal Occupation and Biographical Information |
Robert Brandewie |
Mr. Brandewie has served since November 2007 as the Senior Vice President, Identity and Security Solutions of Telos Corporation. Previously, Mr. Brandewie served as our Senior Vice President, Public Sector Solutions, from July 2006 to October 2007. From July 2004 to July 2006, he served as the Director, and from August 1982 to July 2004 as the Deputy Director, of the Department of Defense's (DoD), Defense Manpower Data Center (DMDC) in Monterey, California, where he was architect of the DoD's Common Access Smart Card (CAC) system. During his tenure with DMDC, he was also responsible for the oversight of the largest and most comprehensive automated personnel data base in the DoD, and management of a dozen major operational DoD programs. He has also served as technology liaison to visiting governments from around the world as they planned their large scale smart card implementations. Mr. Brandewie was awarded with the Smart Card Alliance's Outstanding Smart Card Achievement Leadership Award for 2005 and has three times been the recipient of the Secretary of Defense Medal for Meritorious Civilian Service. |
Grant Evans |
Mr. Evans is a private investor and is a seasoned senior executive with over 22 years of operating experience ranging from building start-ups to senior level management of multi hundred million dollar private and publicly traded companies. Mr. Evans served from January 2003 to March 2007 as the Chief Executive Officer and as a Director of A4Vision, Inc., a developer and manufacturer of machine vision technology for identity security. Prior to this, he served from March 1999 to March 2002 as the Executive Vice President at Identix, a publicly traded developer and manufacturer of identification technology solutions. Mr. Evans was also previously Vice President and General Manager of Identicator Technology and was responsible for leading that company's strategic direction and launching the commercial biometric market. Mr. Evans is a member of the board of directors of 3VR and Bioscrypt and has served on the following advisory boards: Congressman Honda's Blue Ribbon Security Board for Homeland Security, American Electronics Executive Advisory Committee and the Comdex Advisory Board on Security. |
James Frankola |
Mr. Frankola was elected to the Board of Directors in February 2006. Mr. Frankola has served as Executive Vice President and Chief Financial Officer Ariba, Inc. since December 2001. From 1997 to 2001, Mr. Frankola held various positions with Avery Dennison Corporation, a manufacturer of pressure-sensitive materials and office products, most recently as Vice President of Finance and IS, Fasson Roll Worldwide. From 1986 to 1997, Mr. Frankola held various financial and executive positions with IBM. Mr. Frankola holds a Bachelor of Science degree in accounting from Pennsylvania State University and an M.B.A. degree from New York University. |
Jason Hart |
Mr. Hart was elected to the Board of Directors in August 2005. Mr. Hart is an independent investor and previously served as Chief Executive Officer of the Company from February 2006 until November 2007. From August 2005 to February 2006, Mr. Hart served as our Senior Vice President, Sales, with his commencement of service starting with the Company's acquisition of Protocom Development Systems Pty. Ltd. In August 2005. Prior to his joining the Company, Mr. Hart was the Chief Executive Officer of Protocom, which he founded in 1989. |
Steven Humphreys |
Mr. Humphreys has served as a director of SCM Microsystems since July 1996 and was Chairman of the Board of Directors of SCM from April 2000 to March 2007. Since October 2003, Mr. Humphreys has served as chairman of Robotic Innovations International, Inc., an acquirer and developer of technologies for broad-based applications of robotics, service automation and automated companion devices. From October 2001 to October 2003, he served as our Chairman of the Board and Chief Executive Officer. From July 1996 to April 20001, Mr. Humphreys was an executive officer of SCM, serving as President and Chairman of the Board from July 1996 until December 1996, at which time he became Chief Executive Officer and served as President and Chief Executive Officer until April 2000. Previously, Mr. Humphreys was President of Caere Corporation, an optical character recognition software and systems company. Prior to Caere, he spent ten years with General Electric Company in a variety of positions. Mr. Humphreys is also a director of several privately held companies, a limited partner and advisor to several venture capital firms and in 2007 he was elected to the public school board of Portola Valley, California and has served on the school board of Summit High School, a public charter high school, since 2002. Mr. Humphreys holds a B.S. degree from Yale University and M.S. and M.B.A. degrees from Stanford University. |
Thomas Jahn |
Mr. Jahn was elected to the Board upon his election as our Chief Executive Officer in November 2007. Mr. Jahn joined the Company in September 2005 and served as our Chief Operating Officer from February 2006 until November 2007, at which time he was promoted to Chief Executive Officer. Mr. Jahn was our Chief Restructuring and Integration Officer from September 2005 to February 2006 and interim Chief Financial Officer from January 2006 to February 2006. Prior to joining the Company, Mr. Jahn served as Vice President Europe for Sanmina-SCI from 2002 to 2004. Mr. Jahn was the President of Tyco Power Systems and Vice President, Mergers and Acquisitions for Tyco Electronics, from 1999 to 2002. Mr. Jahn was the divisional CFO of a world-wide operating division of Raychem Corporation and the Chief Information Officer of Raychem from 1986 to 1999. Before Raychem, Mr. Jahn worked for Philip Morris and IBM in Europe. Mr. Jahn holds an M.S. degree in Mathematics from the University of Dortmund, Germany and has an SEP degree from Stanford Graduate School of Business. |
James E. Ousley |
Mr. Ousley was elected to the Board of Directors in September 1996. Mr. Ousley served as the President and Chief Executive Officer of Vytek Wireless Corporation from 2000 until Vytek's merger with CalAmp in April 2004. From September 1991 to August 1999, Mr. Ousley served as President and Chief Executive Officer of Control Data Systems before it was acquired by British Telecommunications in August 1999. From 1968 to 1999, Mr. Ousley held various operational and executive roles at Control Data Corporation (renamed Ceridian). Mr. Ousley serves on the Boards of Savvis Communications, Inc., Bell Microproducts, Inc. and Datalink, Inc. He also serves as the non-executive Chairman of Savvis. Mr. Ousley holds a B.S. degree from the University of Nebraska in Lincoln, Nebraska. |
David B. Wright |
Mr. Wright has served since August 2006 as the Chief Executive Officer and Chairman of the Board for Verari Systems, Inc., a leading provider of high performance computing systems to the financial services, service providers, entertainment media, oil and gas, government and EDA industries. Prior to joining Verari, Mr. Wright was Executive Vice President, Office of the CEO, Strategic Alliances and Global Accounts of EMC Corporation from July 2004 until August 2006. From October 2000 to July 2004, Mr. Wright served as President, Chief Executive Officer and Chairman of the Board of LEGATO Systems before EMC acquired the company in 2004. Prior to joining LEGATO, Mr. Wright had a 13-year career with Amdahl Corporation, where he had served as President and Chief Executive Officer since 1997. Before joining Amdahl, Mr. Wright spent 11 years with IBM, serving in variety of staff and management positions. Mr. Wright also serves on the board of directors of SourceForge, Inc., a publicly traded corporation that owns and operates a network of media web sites, serving the IT management and IT professional, software development and open source communities and other consumers. Mr. Wright graduated from Xavier University in Cincinnati, Ohio, where he received his B.S. degree in Physics and Mathematics. |
All nominees have indicated that they are willing and able to serve as directors if elected.
Director Nomination Process
Criteria for Board Membership. In selecting candidates for election to the Board, the Nominating Committee considers the appropriate balance of experience, skills and characteristics required of the Board of Directors, and seeks to ensure that at least a majority of the directors are independent under the rules of the NASDAQ Global Market. Additionally, the Nominating Committee seeks to ensure that members of the Company's Audit Committee meet the financial literacy and sophistication requirements under the rules of the NASDAQ Global Market and at least one of them qualifies as an "Audit Committee Financial Expert" under the rules of the SEC. Nominees for director are selected on the basis of their depth and breadth of experience, integrity, ability to make independent analytical inquiries, understanding of the Company's business environment and industry, and willingness and ability to devote adequate time to Board duties.
Stockholder Nominees. The Nominating Committee considers written proposals from stockholders for nominees for director. Any such nominations should be submitted to the Nominating Committee c/o the Secretary of the Company and should include the following information: (a) all information relating to such nominee that is required to be disclosed pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) the names and addresses of the stockholders making the nomination and the number of shares of the Company's common stock that are owned beneficially and of record by such stockholders; and (c) appropriate biographical information and a statement as to the qualification of the nominee. This information should be submitted within the time periods described in the Stockholder Proposals section below.
Process for Identifying and Evaluating Nominees. The Nominating Committee seeks potential candidates for Board appointment who meet the criteria for selection as a nominee and have the specific qualities or skills being sought. Director candidates are selected based on input from members of the Board, senior management of the Company and, if the Nominating Committee deems appropriate, a third-party search firm. The Nominating Committee evaluates each candidate's qualifications and checks relevant references; in addition, such candidates are interviewed by at least one member of the Nominating Committee. Based on the input, the Nominating Committee evaluates which of the prospective candidates is qualified to serve as a director and whether the committee should recommend to the Board that this candidate be appointed to fill a current vacancy on the Board, or presented for the approval of the stockholders, as appropriate.
Required Vote
Directors will be elected by a plurality of the votes cast, in person or by proxy, at the Annual Meeting, assuming a quorum is present. The eight nominees receiving the greatest number of affirmative votes will be elected as directors.
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