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

Scott C. Chandler

Scott C. Chandlers was elected to the Westell Board of Directors in September 2018.  Mr. Chandler has served as the President of Franklin Court Partners, Inc., a consulting firm that provides management and financial consulting services, since 2002.  From 1998 to 2001, Mr. Chandler was Chief Financial Officer and then Senior Vice President for Rhythms Netconnections Inc. (former NASDAQ: RTHM).  Mr. Chandler was a member of the senior management team that led this national provider of DSL networking and services prior to the sale of a majority of its assets to MCI Worldcom, now Verizon.  From 1996 to 1998, Mr. Chandler served as President and Chief Executive Officer of C-COR Incorporated (former NASDAQ: CCBL), a publicly-traded corporation that, prior to its acquisition in 2007, was a leading supplier of broadband telecommunications equipment. Mr. Chandler currently serves as a member of the board of directors of PetroShare Corp. (OTCMKTS: PRHR) and several privately-held and non-profit entities and has in the past served as a member of several public company boards, such as Cimetrix Incorporated (OTCMKTS: CMXX), Tollgrade Communications Inc. (NASDAQ: TLGD), and Paradyne Networks Inc. (NASDAQ: PDYN). Mr. Chandler earned an MBA from the Wharton School of Business at the University of Pennsylvania and a BA from Whitworth University.

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

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.

Chair

Scott C. Chandler

Scott C. Chandlers was elected to the Westell Board of Directors in September 2018.  Mr. Chandler has served as the President of Franklin Court Partners, Inc., a consulting firm that provides management and financial consulting services, since 2002.  From 1998 to 2001, Mr. Chandler was Chief Financial Officer and then Senior Vice President for Rhythms Netconnections Inc. (former NASDAQ: RTHM).  Mr. Chandler was a member of the senior management team that led this national provider of DSL networking and services prior to the sale of a majority of its assets to MCI Worldcom, now Verizon.  From 1996 to 1998, Mr. Chandler served as President and Chief Executive Officer of C-COR Incorporated (former NASDAQ: CCBL), a publicly-traded corporation that, prior to its acquisition in 2007, was a leading supplier of broadband telecommunications equipment. Mr. Chandler currently serves as a member of the board of directors of PetroShare Corp. (OTCMKTS: PRHR) and several privately-held and non-profit entities and has in the past served as a member of several public company boards, such as Cimetrix Incorporated (OTCMKTS: CMXX), Tollgrade Communications Inc. (NASDAQ: TLGD), and Paradyne Networks Inc. (NASDAQ: PDYN). Mr. Chandler earned an MBA from the Wharton School of Business at the University of Pennsylvania and a BA from Whitworth University.

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

Corporate Governance and Nominating Committee Charter

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