Corporate Governance

Board of Directors

Rick L. Wessel

Chairman of the Board & Chief Executive Officer

Rick L. Wessel has served as chief executive officer since November 2006, as president since May 1998, as a director since November 1992, as secretary and treasurer of the Company from May 1992 to November 2006 and as chief financial officer from May 1992 to December 2002. Prior to February 1992, Price Waterhouse LLP employed Mr. Wessel for approximately nine years.

Mikel D. Faulkner

Independent Director

Mikel D. Faulkner has served as a director of the Company since October 2009. Mr. Faulkner has served as chief executive officer of HKN, Inc. (NYSE Amex: HKN) since 1982 and president of HKN since 2003. HKN, Inc., formerly Harken Energy Corporation, is an independent energy company engaged both in the development and production of crude oil, natural gas and coalbed methane assets. Since 2002, Mr. Faulkner has also served as chairman of the board of directors of Global Energy Development PLC, a quoted company on the London Stock Exchange (AIM).

Randel G. Owen

Independent Director

Randel G. Owen has served as a director of the Company since October 2009. Mr. Owen has served as chief financial officer and executive vice president of Emergency Medical Services Corporation (NYSE Amex: EMS) since 2005. EMS is the holding company for American Medical Response and EmCare. Mr. Owens recent employment experience also includes service as executive vice president and chief financial officer of American Medical Response from 2003 to 2005 and experience in a progression of senior financial positions, including CFO, at EmCare Holdings, Inc. from 1999 to 2003.

Ambassador Jorge Montaño

Independent Director

Ambassador Jorge Montaño is a native and resident of Mexico, where he has served in a variety of senior diplomatic positions and business consulting roles. In his diplomatic career, he most recently served as the Permanent Representative of Mexico to the United Nations from July 2013 until January 2016. Mr. Montaño was Ambassador to the United States from 1993 to 1995, and had a previous posting as Permanent Representative of Mexico to the United Nations from 1989 to 1992. Between 1982 and 1988, he was Senior Director of Multilateral Affairs in the Ministry of Foreign Affairs.  He previously served as Director General for United Nations Specialized Organizations from 1979, the year in which he joined the Foreign Service, until 1982. Amb. Montaño currently serves as partner in a Mexico-based public relations and communications firm, Guerra Castellanos y Asociados . From 1996 to 2013, he was President of Asesoria y Analisis, a Mexico-based consulting and lobbying firm. In addition, he has served as a professor of International Organizations at the Instituto Tecnológico Autónoma de México from 1996 to 2013. A founder of the Spanish-language edition of Foreign Affairs and of the Mexican Council on International Affairs, Mr. Montaño is an author and regular contributor to Mexican newspapers, such as La Jornada, Reforma, El Universal and El Pais. He earned a bachelor’s degree in law and political science from the National Autonomous University of Mexico, as well as a master’s degree and a doctorate in political science from the London School of Economics. Amb. Montaño previously served as a director of the Company from June 2010 to July 2013. The Company believes that Amb. Montaño is qualified to serve as a director of the Company based on his educational background and experience regarding business, political and governmental affairs in the country of Mexico, his prior service as a director of the Company and his extensive knowledge and experience of the Company’s business.

Board Committees

Audit Committee

Randel Owen *, Mikel Faulkner

Compensation Committee

Mikel Faulkner *, Randel Owen

Nominating and Governance Committee

Mikel Faulkner, Randel Owen

Corporate Governance Documents

Date   Type Size
  Certificate of Incorporation PDF 566 KB
  Code of Ethics PDF 16 KB
  Audit Committee Charter PDF 748 KB
  Compensation Committee Charter PDF 376 KB
  Nominating and Governance Committee Charter PDF 374 KB

 

 

Procedure for Contacting Directors

Stockholders may communicate with the board generally or with a specific director at any time by writing to the Company's Corporate Secretary at the Company's address, 690 East Lamar Blvd., Suite 400, Arlington, Texas 76011. The Secretary will review all messages received and will forward any message that reasonably appears to be a communication from a stockholder about a matter of stockholder interest that is intended for communication to the board.

Management Team

Rick L. Wessel

Chairman of the Board & Chief Executive Officer

Rick L. Wessel has served as Secretary and Treasurer of the Company from May 1992 through November 2006, as President since May 1998, as a director since November 1992, as Chief Financial Officer from May 1992 to December 2002 and as Chief Executive Officer since November 2006. Prior to February 1992, Price Waterhouse LLP employed Mr. Wessel for approximately nine years.

R. Douglas Orr

Executive Vice President and Chief Financial Officer

R. Douglas Orr joined the Company in July 2002 as the Vice President of Finance. In January 2003, Mr. Orr was promoted to Chief Financial Officer and in December 2004 was promoted to Executive Vice President and Chief Financial Officer. In addition, Mr. Orr has served as Secretary and Treasurer since November 2006. Prior to joining the Company, Mr. Orr spent fourteen years at Ray & Berndtson, a global executive search firm, where he served in a variety of management and financial roles including Vice President of Financial Planning and Analysis, Vice President and Controller and Vice President of Knowledge. Prior to his employment at Ray & Berndtson, Mr. Orr spent four years in the Fort Worth office of Price Waterhouse LLP.

Independent Accountants

Hein & Associates LLP
14775 Preston Rd., Suite 320
Dallas, TX 75254

Common Stock Transfer
Agent and Registrar

Registrar and Transfer
10 Commerce Drive
Cranford, NJ 07016

 

 

Board of Directors

Rick L. Wessel

Chairman of the Board & Chief Executive Officer

Rick L. Wessel has served as chief executive officer since November 2006, as president since May 1998, as a director since November 1992, as secretary and treasurer of the Company from May 1992 to November 2006 and as chief financial officer from May 1992 to December 2002. Prior to February 1992, Price Waterhouse LLP employed Mr. Wessel for approximately nine years.

Mikel D. Faulkner

Independent Director

Mikel D. Faulkner has served as a director of the Company since October 2009. Mr. Faulkner has served as chief executive officer of HKN, Inc. (NYSE Amex: HKN) since 1982 and president of HKN since 2003. HKN, Inc., formerly Harken Energy Corporation, is an independent energy company engaged both in the development and production of crude oil, natural gas and coalbed methane assets. Since 2002, Mr. Faulkner has also served as chairman of the board of directors of Global Energy Development PLC, a quoted company on the London Stock Exchange (AIM).

Randel G. Owen

Independent Director

Randel G. Owen has served as a director of the Company since October 2009. Mr. Owen has served as chief financial officer and executive vice president of Emergency Medical Services Corporation (NYSE Amex: EMS) since 2005. EMS is the holding company for American Medical Response and EmCare. Mr. Owens recent employment experience also includes service as executive vice president and chief financial officer of American Medical Response from 2003 to 2005 and experience in a progression of senior financial positions, including CFO, at EmCare Holdings, Inc. from 1999 to 2003.

Ambassador Jorge Montaño

 

Independent Director

Ambassador Jorge Montaño is a native and resident of Mexico, where he has served in a variety of senior diplomatic positions and business consulting roles. In his diplomatic career, he most recently served as the Permanent Representative of Mexico to the United Nations from July 2013 until January 2016. Mr. Montaño was Ambassador to the United States from 1993 to 1995, and had a previous posting as Permanent Representative of Mexico to the United Nations from 1989 to 1992. Between 1982 and 1988, he was Senior Director of Multilateral Affairs in the Ministry of Foreign Affairs.  He previously served as Director General for United Nations Specialized Organizations from 1979, the year in which he joined the Foreign Service, until 1982. Amb. Montaño currently serves as partner in a Mexico-based public relations and communications firm, Guerra Castellanos y Asociados . From 1996 to 2013, he was President of Asesoria y Analisis, a Mexico-based consulting and lobbying firm. In addition, he has served as a professor of International Organizations at the Instituto Tecnológico Autónoma de México from 1996 to 2013. A founder of the Spanish-language edition of Foreign Affairs and of the Mexican Council on International Affairs, Mr. Montaño is an author and regular contributor to Mexican newspapers, such as La Jornada, Reforma, El Universal and El Pais. He earned a bachelor’s degree in law and political science from the National Autonomous University of Mexico, as well as a master’s degree and a doctorate in political science from the London School of Economics. Amb. Montaño previously served as a director of the Company from June 2010 to July 2013. The Company believes that Amb. Montaño is qualified to serve as a director of the Company based on his educational background and experience regarding business, political and governmental affairs in the country of Mexico, his prior service as a director of the Company and his extensive knowledge and experience of the Company’s business.

Board Committees

Audit Committee

Randel Owen *, Mikel Faulkner

Compensation Committee

Mikel Faulkner *, Randel Owen

Nominating and Governance Committee

Mikel Faulkner, Randel Owen

Corporate Governance Documents

Date   Type Size
  Certificate of Incorporation PDF 566 KB
  Code of Ethics PDF 16 KB
  Audit Committee Charter PDF 748 KB
  Compensation Committee Charter PDF 376 KB
  Nominating and Governance Committee Charter PDF 374 KB

 

 

Procedure for Contacting Directors

Stockholders may communicate with the board generally or with a specific director at any time by writing to the Company's Corporate Secretary at the Company's address, 690 East Lamar Blvd., Suite 400, Arlington, Texas 76011. The Secretary will review all messages received and will forward any message that reasonably appears to be a communication from a stockholder about a matter of stockholder interest that is intended for communication to the board.

Management Team

Rick L. Wessel

Chairman of the Board & Chief Executive Officer

Rick L. Wessel has served as Secretary and Treasurer of the Company from May 1992 through November 2006, as President since May 1998, as a director since November 1992, as Chief Financial Officer from May 1992 to December 2002 and as Chief Executive Officer since November 2006. Prior to February 1992, Price Waterhouse LLP employed Mr. Wessel for approximately nine years.

R. Douglas Orr

Executive Vice President and Chief Financial Officer

R. Douglas Orr joined the Company in July 2002 as the Vice President of Finance. In January 2003, Mr. Orr was promoted to Chief Financial Officer and in December 2004 was promoted to Executive Vice President and Chief Financial Officer. In addition, Mr. Orr has served as Secretary and Treasurer since November 2006. Prior to joining the Company, Mr. Orr spent fourteen years at Ray & Berndtson, a global executive search firm, where he served in a variety of management and financial roles including Vice President of Financial Planning and Analysis, Vice President and Controller and Vice President of Knowledge. Prior to his employment at Ray & Berndtson, Mr. Orr spent four years in the Fort Worth office of Price Waterhouse LLP.

Independent Accountants

Hein & Associates LLP
14775 Preston Rd., Suite 320
Dallas, TX 75254

Common Stock Transfer Agent and Registrar

Registrar and Transfer
10 Commerce Drive
Cranford, NJ 07016

 

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