PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Company’s Board is presently composed of seven members, who are divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting to serve a three-year term. Class I directors are Jean Marie Canan, Charles Dutil and Kathleen M. Steele; Class II directors are Maureen O’Connell and Mark Skonieczny; and Class III directors are Cynthia Augustine and David Dauch.

Class II directors standing for re-election at the Annual Meeting are Maureen O’Connell and Mark Skonieczny. Class III and Class I directors will stand for election at the 2026 and 2027 annual meetings of stockholders, respectively.

Each of the nominees for election to Class II is currently a director of the Company. If elected at the Annual Meeting, each of the nominees for election as Class II directors would serve for three years and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. If any nominee is unable or unwilling to be a candidate for election, the Board may appoint another nominee or reduce the size of the Board.

The following table sets forth information for the nominees who are currently standing for election:

(1)  Member of the audit and nominating and corporate governance committees.

Set forth below is biographical information for the nominees. The following includes certain information regarding the nominees’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as a director.

Maureen O’Connell

Ms. O’Connell has served as a member of our Board of Directors since August 2023. Ms. O’Connell has extensive experience in executive leadership and board positions in a variety of industries, including media, education, digital, retail, technology, professional services, biotech, pharma, homebuilding, real estate and insurance. Ms. O’Connell also serves as a Board Member for two other public companies, Northwest Healthcare Properties REIT and Acacia Research Corporation, and for two private companies, ISACA and HH Global Ltd. From 2007 to 2017, Ms. O’Connell served as Executive Vice President, Chief Administrative Officer and Chief Financial Officer of Scholastic, Inc. Ms. O’Connell is also a National Association of Corporate Directors certified Director. Ms. O’Connell graduated from New York University with a bachelor’s degree in accounting and economics and from Manhattanville University with a master’s degree in finance. Ms. O’Connell also received a CERT Cyber-Risk Oversight Certificate from Carnegie Mellon University. Because of her extensive finance, operations, supply chain and technology background and financial expertise gained through multiple finance roles at public companies, we believe Ms. O’Connell is well qualified to serve on our Board.

Mark Skonieczny

Mr. Skonieczny has served as a member of our Board of Directors since January 2023. He has served as President and Chief Executive Officer (“CEO”) of the Company since May 2023. Prior to becoming CEO, he served as the Company’s Interim CEO from January 2023 to May 2023 and served as Chief Financial Officer (“CFO”) from June 2020 to April 2024. Prior to joining the Company, Mr. Skonieczny served as the Vice President and Corporate Controller at Adient PLC from 2016 through 2019. During this time, Mr. Skonieczny also held additional responsibilities as Vice President of Finance for the Global Seating Business. From 1999 through 2016, Mr. Skonieczny held numerous finance roles at Johnson Controls Inc., including Vice President of Corporate Development, Vice President of Finance - Power Solutions Business and Vice President of Finance - Building Efficiency. Mr. Skonieczny began his career as a certified public accountant with Coopers & Lybrand in 1991 and earned a bachelor’s degree in accounting from Michigan State University. Because of his extensive accounting, operations, finance and business experience, we believe Mr. Skonieczny is well qualified to serve on our Board.

THE BOARD RECOMMENDS A VOTE

FOR THE ELECTION OF EACH OF THE ABOVE-NAMED CLASS II NOMINEES

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