Management Team
RFS: I can't imagine Senator Dole getting involved with some company
run by shady characters.Obviously that Ledecky<sp?> guy is a shareholder I don't know about his reputation.
Name Age Position and Offices Held
---- --- -------------------------
Stephen E. Smith...... 38 President, Chief Executive Officer, Chairman of
the Board and Director
Michael C. Crabtree... 49 Director Nominee and Chief Operating Officer and
President of the Southeast Operating Group
Designee
Dewey K. Shay......... 40 Executive Vice President, Chief Financial
Officer and Director Nominee
Martin R. Lyons....... 34 Executive Vice President and Chief Technology
Officer
M. Cristina Dolan..... 38 Executive Vice President and Chief Content and
Strategic Alliances Officer
Allon H. Lefever...... 52 Director Nominee and Vice Chairman and President
of the Northeast and Plains States Operating
Groups Designee
Thomas R. Eisenmann... 41 Director Nominee
Donald R. Kaufmann.... 56 Director Nominee
Ella Fontanals de
Cisneros............. 54 Director Nominee
Robert J. Dole........ 76 Director Nominee
Executive Compensation
We were founded in August 1998 and had no significant operations during 1998.
The following table summarizes the compensation paid to our Chief Executive
Officer during 1998:
Name and Principal Positions Compensation in 1998
---------------------------- --------------------
Stephen E. Smith, Chairman,
President and Chief Executive Officer $23,561
None of our other executive officers was paid or earned compensation in
excess of $100,000 in 1998. For information regarding the compensation to be
paid to our executive officers following this offering, see "--Employment
Agreements" below.
Management Profile
Stephen E. Smith has served as our President and Chief Executive Officer and
sole director since our inception in August 1998. Mr. Smith was an investment
banker having worked both in the Corporate Finance and Mergers and Acquisitions
Departments at Morgan Stanley & Co. Incorporated from March 1991 to July 1998.
From 1988 to 1991, Mr. Smith worked for the Trammell Crow Companies.
Michael C. Crabtree will become one of our directors as well as our Chief
Operating Officer and President of our Southeast operating group following this
offering. Mr. Crabtree has been the Chairman of United States Internet, one of
our ISPs, since July 1995 and has been Chief Executive Officer of United States
Internet, since April 1998. Mr. Crabtree originally joined United States
Internet as its Chief Operating Officer in December 1994. Mr. Crabtree was a
technical business consultant from July 1994 to December 1994 and was Vice
President of New Business Development of CTI Services, responsible for
developing regional Positron Emission Tomography compound distribution center
sites, from June 1993 to July 1994.
Dewey K. Shay has served as an Executive Vice President and our Chief
Financial Officer since our inception and is a director nominee. Mr. Shay was
the President and founder of Unison Partners, Inc., which was formed in May
1997 to pursue strategic consolidation opportunities. Mr. Shay was the Senior
Executive Vice President and Chief Administrative Officer of Donna Karan
International, a designer apparel company, from December 1996 to May 1997. Mr.
Shay was an investment banker having worked in both the Corporate Finance and
Mergers and Acquisitions Departments at Morgan Stanley & Co. Incorporated from
August 1986 to December 1996.
Martin R. Lyons has served as an Executive Vice President and our Chief
Technology Officer since October 1998. Mr. Lyons was the President and Chief
Executive Officer of
Sprocket Labs, Inc., a technology consulting firm from January 1997 until he
joined us. Mr. Lyons was the Director of Network Operations at America Online
from November 1993 to December 1996, with responsibilities for network
architecture, engineering and systems.
M. Cristina Dolan has served as an Executive Vice President and our Chief
Content and Strategic Alliances Officer since January 1999. Ms. Dolan was the
director of e-Commerce Sales Strategy for Oracle Corporation for the Americas
from October 1997 until she joined us. Ms. Dolan was the director of
operations and technology for the ABC Multimedia Group, the interactive media
unit of ABC, Inc. (a Walt Disney Company), from March 1996 to August 1997.
From February 1995 to March 1996, Ms. Dolan served as director of operations
for Hearst New Media & Technology's HomeArts, the flagship Web site of the
Hearst Corporation, and from June 1994 to February 1995, Ms. Dolan was
multimedia general manager for I-Cube (International Integration, Inc.), a
system integration company. Prior to June 1994, Ms. Dolan spent ten years with
IBM in various marketing and systems engineering positions.
Allon H. Lefever will become one of our directors and Vice Chairman of the
Board as well as President of our Northeast and Plains States operating groups
following this offering. Mr. Lefever has been the founder, director and
treasurer of SuperNet Interactive Services, Inc. from May 1994 to the present
and a founder and director of SuperNet, one of our ISPs, from July 1995 to the
present. Mr. Lefever has also served as senior business executive for High
Industries, Inc. since April 1988. Mr. Lefever is a director of U.S. Office
Products, Inc. and a director and treasurer of Goodville Mutual Insurance
Company.
Thomas R. Eisenmann will become one of our directors following this
offering. Mr. Eisenmann is an Assistant Professor in the Entrepreneurial
Management/Service Management Unit at the Harvard Business School. Mr.
Eisenmann entered the Doctoral Program at the Harvard Business School in 1994
and received his Doctor of Business Administration degree in 1998 after
completing a doctoral thesis examining the consolidation patterns in the U.S.
cable television industry. From 1990 through 1994, Mr. Eisenmann served as the
co-head of McKinsey & Company's Media and Entertainment Practice where he
directed teams addressing a broad range of strategic, organizational and
operational issues for clients engaged in network television broadcasting,
cable programming services, newspaper, magazine and book publishing and motion
picture production.
Donald R. Kaufmann will become one of our directors following this offering.
Mr. Kaufmann is vice president of D&E Communications, Inc., a
telecommunications company and one of the shareholders of SuperNet, one of our
ISPs. From July 1995 to June 1996, Mr. Kaufmann served as Managing Director of
New Business Ventures for D&E Communications. From 1965 to 1995, Mr. Kaufmann
was employed by Bell Atlantic Corp. When Mr. Kaufmann left Bell Atlantic, he
was Director of Network Investment Management.
Ella Fontanals de Cisneros will become one of our directors following this
offering. Mrs. Cisneros, an investor in a variety of public and private
companies, has been the Board Chair and Chief Executive Officer of TGF
Technologies, one of our ISPs, since May 1994. Mrs. Cisneros is also the
founder and has been President of the Together Foundation, a nonprofit
foundation whose purpose is to provide assistance to nonprofit organizations,
United Nations agencies and other intergovernmental bodies in connection with
their computer, information, networking,
database and telecommunications needs, since the foundation's formation in
November 1992. Mrs. Cisneros also serves as a director of SuRed, the content
and information provider for TelCel, one of Venezuela's leading providers of
cellular telephone and Internet services.
Robert J. Dole will become one of our directors following this offering. Sen.
Dole has been special counsel to the law firm of Verner, Liipfert, Bernhard,
McPherson and Hand Chartered since 1997. He was a United States Senator from
1969 to 1996, serving as Senate Republican Leader from 1985-1996. Sen. Dole is
also a director of Community Health Systems, Inc., Tiger Management L.L.C., and
serves on the Forstmann Little & Co. Advisory Board.
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