Audit Committee Position

Mark A. Zorko

Principal, Brentwood Advisory, LLC.

Mark A. Zorko was appointed to the Board of Directors in January 2017 and serves as the Chairman of the Audit Committee. An international public company CFO and CIO with more than 20 years of board-level experience, Mr. Zorko is a principal with executive management and business support services firm Brentwood Advisory, LLC. Mr. Zorko chairs the Nominating and Corporate Governance Committee and serves on both the Audit and Compensation Committees of MFRI (NASDAQ: MFRI), a $100-million firm in the piping solutions industry. He was the interim Chief Financial Officer at radiation science and services firm Landauer Inc. (NYSE: LDR), from June 2014 until April 2015. Mr. Zorko’s previous roles included positions as the CFO of a public energy industry firm, Steel Excel, Inc. (SXCL) and a medical imaging firm, DGT Holdings (DGTC). He has also been the CEO of Well Services Ltd., a $30-million Steel Excel business. Mr. Zorko is on the Audit Committee for Opportunity Int’l, a microfinance bank, and was on the Finance Committee for the Alexian Brothers Health System. He received a Master of Business Administration in IT from the University of Minnesota and a Bachelor of Science in Accounting from The Ohio State University. After completing his MBA, Mr. Zorko began his career as a CPA at Arthur Andersen, and worked his way up via the controllership ranks at Honeywell and Zenith Data Systems in the U.S. and Europe. He is a Certified Public Accountant and a NACD Board Leadership Fellow.

Chair

Dennis O. Harris

Mr. Harris completed a nearly 38-year telecommunications career in 2002 as the President of Network Services at SBC Midwest, now a part of AT&T, which provides voice, video, data and broadband delivery services. Mr. Harris possesses a great depth of knowledge of the telecommunications industry and its participants, as well as extensive experience in the areas of operations, sales, customer service, and human resources. He remains active in the industry and continues in advisory roles to a number of companies. Mr. Harris holds a Bachelor degree from Texas A&M University – Commerce and has completed executive programs at Babson College and at Duke University’s Fuqua School of Business. He currently serves on the boards of London Medical Management, The R.J. Carroll Company and Advanced Receiver Technologies. Mr. Harris has been active in community service and has served on the board of the North Texas Minority Business Development Council and the American Red Cross of Dallas.

Member

Cary B. Wood

Cary B. Wood was appointed to the Westell Board of Directors in March 2017 and serves as a member of the Audit and Compensation Committees. He currently serves on the board of directors of Broadwind Energy (NASDAQ: BWEN), an energy industry industrial components firm; Vishay Precision Group (NYSE: VPG), a precision sensors firm; and Duravent, a private-equity held company in the ventilation and fireplace end markets. Previously, Mr. Wood served as President, Chief Executive Officer and as a member of the board of directors of Sparton Corporation, a global manufacturer of complex and regulated electronic services as well as engineering products in the medical, avionics, industrial and defense sectors. Mr. Wood also served as Interim Chief Executive Officer, Chief Operating Officer and Group Vice President for Citation Corporation, a privately held manufacturer of innovative metal components for the automotive, industrial and commercial marketplaces. In addition, Mr. Wood has served as Vice President of Operations for North and South America with Formica Corporation, a global provider of residential and commercial surface solutions, as well as Executive Vice President, Vice President of Operations and Division Vice President for the Elkay Division of Elkay Manufacturing Company. Mr. Wood began his career at the Delphi auto-parts unit of General Motors Corporation and later served as General Manager and Plant Manager with United Technologies Automotive. Mr. Wood received a Master of Business Administration from Loyola University School of Business, a Master of Science in Industrial Operations from Lawrence Technological University School of Management and a Bachelor of Science in Manufacturing Technology from Purdue University School of Technology.

Member

Audit Committee Charter

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Compensation Committee Position

Dennis O. Harris

Mr. Harris completed a nearly 38-year telecommunications career in 2002 as the President of Network Services at SBC Midwest, now a part of AT&T, which provides voice, video, data and broadband delivery services. Mr. Harris possesses a great depth of knowledge of the telecommunications industry and its participants, as well as extensive experience in the areas of operations, sales, customer service, and human resources. He remains active in the industry and continues in advisory roles to a number of companies. Mr. Harris holds a Bachelor degree from Texas A&M University – Commerce and has completed executive programs at Babson College and at Duke University’s Fuqua School of Business. He currently serves on the boards of London Medical Management, The R.J. Carroll Company and Advanced Receiver Technologies. Mr. Harris has been active in community service and has served on the board of the North Texas Minority Business Development Council and the American Red Cross of Dallas.

Chair

Cary B. Wood

Cary B. Wood was appointed to the Westell Board of Directors in March 2017 and serves as a member of the Audit and Compensation Committees. He currently serves on the board of directors of Broadwind Energy (NASDAQ: BWEN), an energy industry industrial components firm; Vishay Precision Group (NYSE: VPG), a precision sensors firm; and Duravent, a private-equity held company in the ventilation and fireplace end markets. Previously, Mr. Wood served as President, Chief Executive Officer and as a member of the board of directors of Sparton Corporation, a global manufacturer of complex and regulated electronic services as well as engineering products in the medical, avionics, industrial and defense sectors. Mr. Wood also served as Interim Chief Executive Officer, Chief Operating Officer and Group Vice President for Citation Corporation, a privately held manufacturer of innovative metal components for the automotive, industrial and commercial marketplaces. In addition, Mr. Wood has served as Vice President of Operations for North and South America with Formica Corporation, a global provider of residential and commercial surface solutions, as well as Executive Vice President, Vice President of Operations and Division Vice President for the Elkay Division of Elkay Manufacturing Company. Mr. Wood began his career at the Delphi auto-parts unit of General Motors Corporation and later served as General Manager and Plant Manager with United Technologies Automotive. Mr. Wood received a Master of Business Administration from Loyola University School of Business, a Master of Science in Industrial Operations from Lawrence Technological University School of Management and a Bachelor of Science in Manufacturing Technology from Purdue University School of Technology.

Member

Mark A. Zorko

Principal, Brentwood Advisory, LLC.

Mark A. Zorko was appointed to the Board of Directors in January 2017 and serves as the Chairman of the Audit Committee. An international public company CFO and CIO with more than 20 years of board-level experience, Mr. Zorko is a principal with executive management and business support services firm Brentwood Advisory, LLC. Mr. Zorko chairs the Nominating and Corporate Governance Committee and serves on both the Audit and Compensation Committees of MFRI (NASDAQ: MFRI), a $100-million firm in the piping solutions industry. He was the interim Chief Financial Officer at radiation science and services firm Landauer Inc. (NYSE: LDR), from June 2014 until April 2015. Mr. Zorko’s previous roles included positions as the CFO of a public energy industry firm, Steel Excel, Inc. (SXCL) and a medical imaging firm, DGT Holdings (DGTC). He has also been the CEO of Well Services Ltd., a $30-million Steel Excel business. Mr. Zorko is on the Audit Committee for Opportunity Int’l, a microfinance bank, and was on the Finance Committee for the Alexian Brothers Health System. He received a Master of Business Administration in IT from the University of Minnesota and a Bachelor of Science in Accounting from The Ohio State University. After completing his MBA, Mr. Zorko began his career as a CPA at Arthur Andersen, and worked his way up via the controllership ranks at Honeywell and Zenith Data Systems in the U.S. and Europe. He is a Certified Public Accountant and a NACD Board Leadership Fellow.

Member

Compensation Committee Charter

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Corporate Governance and Nominating Committee Position

Robert Penny III

Managing Director, PF Management

Robert C. Penny III has served as a Director of the Company since September 1998. He has been the managing partner of P.F. Management Co., a private investment company, since May 1980.

Chair

Robert W. Foskett

Managing Partner and Investment Committee Member of Table Mountain Capital LLC

Robert W. Foskett is the Managing Partner and Investment Committee Member of Table Mountain Capital LLC, a private investment company. He has served in this position since 2006. Prior to joining Table Mountain Capital LLC, he served from 2002 to 2006 as a Research Director at L.H. Investments, a private investment company.

Member

Dennis O. Harris

Mr. Harris completed a nearly 38-year telecommunications career in 2002 as the President of Network Services at SBC Midwest, now a part of AT&T, which provides voice, video, data and broadband delivery services. Mr. Harris possesses a great depth of knowledge of the telecommunications industry and its participants, as well as extensive experience in the areas of operations, sales, customer service, and human resources. He remains active in the industry and continues in advisory roles to a number of companies. Mr. Harris holds a Bachelor degree from Texas A&M University – Commerce and has completed executive programs at Babson College and at Duke University’s Fuqua School of Business. He currently serves on the boards of London Medical Management, The R.J. Carroll Company and Advanced Receiver Technologies. Mr. Harris has been active in community service and has served on the board of the North Texas Minority Business Development Council and the American Red Cross of Dallas.

Member

Corporate Governance and Nominating Committee Charter

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