0.02Corporate Goverance
Board & Management
Committee Composition
Whistleblower Provisions
Sparton's Corporate Governance & Compliance Program is designed to comply with SEC and NYSE rules and regulations. In addition to new policies, procedures, and charters, this program is an extension and formalization of previous practices and policies that have been in place for years.
All of our employees, as well as our external partners, are required to comply with stringent standards for ethical and responsible business conduct. Our Board of Directors is diligent in its oversight responsibilities, and as a result, sound and effective corporate governance principles are paramount to the company:
- A majority of our board members are independent as that term is generally defined.
- Our Audit, Compensation, Nominating and Corporate Governance Committees are comprised of only independent directors.
- Our Audit Committee maintains policies and practices consistent with SEC and NYSE guidelines related to auditor independence.
- Our independent auditors, BDO & Seidman, report directly to the Audit Committee. We maintain a Code of Business Conduct and Ethics that is communicated to all employees.
- We maintain procedures that allow employees to anonymously report activities of a concern to them.
At Sparton, corporate governance has been, and continues to remain, a priority for its senior executives and Board of Directors. We encourage our stockholders to view the various charters and guidelines contained in this website.
Committee Charters
Pre-Approval Policy for Audit and Non-Audit Services
Compensation
Nominating/Corporate Governance Executive
Executive
Governance
Communications
A Printed copy of a Sparton Shareowners Report may be received by request to Corporate Communications.
James D. Fast
Retired since August 2008, formerly Chief Executive Officer and President of Iona County National Bank, Iona Michigan. Mr. Fast has been a director since 2001.
Joseph J. Hartnett
Mr. Hartnett is president and Chief Executive Officer of Ingenient Technologies, Inc., a software development company, Rolling Meadows, IL. Mr. Hartnett was Chairman of the Board, President, CEO and CFO of U.S. Robotics Corporation, an Internet communication products company from June 2000 to October 2006. Mr. Hartnett has served as director since September 2008.
David P. Molfenter
Retired since 2000, formerly Vice President Command, Control, Communication and Information Systems Segment, Raytheon Systems Company, a high technology company specializing in defense electronics, Fort Wayne, Indiana; December 1997 - August 2000. Vice President and General Manager Hughes Aircraft, a defense electronics contractor, December 1995 - December 1997. Mr. Molfenter has been a director since 2000.
William I. Noecker
Mr. Noecker is Chairman of Brasco International, Inc. an aluminum fabricator, Detroit, Michigan since 1993. Mr. Noecker has served as a director since 1999.
Douglas R. Schrank
Prior to retirement in 2006, Mr. Schrank was the Executive Vice President and Chief Financial Officer of Perrigo Company, a multinational pharmaceutical company for a period in excess of five years. Mr. Schrank has served as a director since 2007.
W. Peter Slusser
Mr. Slusser is President of Slusser Associates, Inc., Investment Banking, New York, New York and has been a director since 1997.
James R. Swartwout
Retired since September 2008. Prior to retirement Mr. Swartwout was the Co-CEO and member of the Board of Directors of Habasit Holding America, Inc., the successor to Summa Industries, a publicly traded manufacturer of diversified plastic products for industrial and commercial markets, Torrance, CA. Mr. Swartwout was the Chairman of the Board, CEO and CFO of Summa Industries, October 1998-October 2006. Mr. Swartwout has served as a director since September 2008.
Dr. Lynda J.-S. Yang
Neurosurgeon and faculty member at the University of Michigan School of Medicine, Ann Arbor, Michigan since 2004. Dr. Yang received an M.D., Ph.D. degree from the Johns Hopkins School of Medicine. Dr. Yang has served as a director since 2007.
Shareholders wishing to communicate directly with the independent directors may send correspondence addressed as follows: Independent Directors c/o Corporate Secretary Sparton Corporation 2400 E. Ganson Street Jackson, Michigan 49202
Cary B. Wood
Board member since 2008, Mr. Wood is Chief Executive Officer of Sparton Corporation, Jackson, Michigan. Mr. Wood has served as an executive at Citation Corporation since 2004 as Chief Operating Officer.
James N. DeBoer
Mr. DeBoer, Of Counsel, as of January 2006, previously Partner with the law firm of Varnum, Riddering, Schmidt & Howlett, LLP, Grand Rapids, Michigan. Mr. DeBoer has served as a director since 1971.
James D. Fast
Retired since August 2008, formerly Chief Executive Officer and President of Iona County National Bank, Iona Michigan. Mr. Fast has been a director since 2001.
Joseph J. Hartnett
Mr. Hartnett is president and Chief Executive Officer of Ingenient Technologies, Inc., a software development company, Rolling Meadows, IL. Mr. Hartnett was Chairman of the Board, President, CEO and CFO of U.S. Robotics Corporation, an Internet communication products company from June 2000 to October 2006. Mr. Hartnett has served as director since September 2008.
David P. Molfenter
Retired since 2000, formerly Vice President Command, Control, Communication and Information Systems Segment, Raytheon Systems Company, a high technology company specializing in defense electronics, Fort Wayne, Indiana; December 1997 - August 2000. Vice President and General Manager Hughes Aircraft, a defense electronics contractor, December 1995 - December 1997. Mr. Molfenter has been a director since 2000.
William I. Noecker
Mr. Noecker is Chairman of Brasco International, Inc. an aluminum fabricator, Detroit, Michigan since 1993. Mr. Noecker has served as a director since 1999.
Douglas R. Schrank
Prior to retirement in 2006, Mr. Schrank was the Executive Vice President and Chief Financial Officer of Perrigo Company, a multinational pharmaceutical company for a period in excess of five years. Mr. Schrank has served as a director since 2007.
W. Peter Slusser
Mr. Slusser is President of Slusser Associates, Inc., Investment Banking, New York, New York and has been a director since 1997.
James R. Swartwout
Retired since September 2008. Prior to retirement Mr. Swartwout was the Co-CEO and member of the Board of Directors of Habasit Holding America, Inc., the successor to Summa Industries, a publicly traded manufacturer of diversified plastic products for industrial and commercial markets, Torrance, CA. Mr. Swartwout was the Chairman of the Board, CEO and CFO of Summa Industries, October 1998-October 2006. Mr. Swartwout has served as a director since September 2008.
Dr. Lynda J.-S. Yang
Neurosurgeon and faculty member at the University of Michigan School of Medicine, Ann Arbor, Michigan since 2004. Dr. Yang received an M.D., Ph.D. degree from the Johns Hopkins School of Medicine. Dr. Yang has served as a director since 2007.
Shareholders wishing to communicate directly with the independent directors may send correspondence addressed as follows: Independent Directors c/o Corporate Secretary Sparton Corporation 2400 E. Ganson Street Jackson, Michigan 49202
Bradley O. Smith
Private Investor since May 1998. For the preceding 24 years, owner and President of Tracy Products, Inc., an automotive metal stamping company, Ionia, Michigan.
Cary B. Wood
Board member since 2008, Mr. Wood is Chief Executive Officer of Sparton Corporation, Jackson, Michigan. Mr. Wood has served as an executive at Citation Corporation since 2004 as Chief Operating Officer.
Below is a summary of our committee structure and membership information.
Committee |
|||||||
| Director | Ind | Non-Mgt | Audit (1) | Compensation | Executive | Goverance/Nominating | |
| James D. Fast | Yes | Yes | X - Chairman |
X | |||
| Joseph J. Hartnett | Yes | Yes | X - Chairman |
X | |||
| David P. Molfenter * | Yes | Yes | X - Chairman |
||||
| William I. Noecker | Yes | Yes | X | ||||
| Douglas R. Schrank | Yes | Yes | X | X- Chairman |
|||
| W. Peter Slusser | Yes | Yes | X | X | |||
| James R. Swartwout | Yes | Yes | X | X | |||
| Cary Wood | No | No | X | ||||
| Dr. Lynda J.-S. Yang | Yes | Yes | X | ||||
| * Chairman of the Board | |||||||
Below is a summary of our committee structure and membership information.
Committee |
|||||||
| Director | Ind | Non-Mgt | Audit (1) | Compensation | Executive | Goverance/Nominating | |
| James D. Fast | Yes | Yes | X - Chairman |
X | |||
| Joseph J. Hartnett | Yes | Yes | X - Chairman |
X | |||
| David P. Molfenter * | Yes | Yes | X - Chairman |
||||
| William I. Noecker | Yes | Yes | X | ||||
| Douglas R. Schrank | Yes | Yes | X | X - Chairman |
|||
| W. Peter Slusser | Yes | Yes | X | ||||
| James R. Swartwout | Yes | Yes | X | X | |||
| Cary Wood | Yes | No | X | ||||
| Dr. Lynda J.-S. Yang | Yes | Yes | X | ||||
| * Chairman of the Board | |||||||
It is the policy of Sparton Corporation to encourage its employees and other persons to disclose improper activities, and to address complaints alleging acts of reprisal or intimidation resulting from disclosure of improper activities. Individuals wishing to report improper activities may call Sparton's Whistleblower service at 1-866-393-7585. You may report activities anonymously if you so desire.
It is the policy of Sparton Corporation to encourage its employees and other persons to disclose improper activities, and to address complaints alleging acts of reprisal or intimidation resulting from disclosure of improper activities. Individuals wishing to report improper activities may call Sparton's Whistleblower service at 1-866-393-7585. You may report activities anonymously if you so desire.
© 2010 Sparton Corporation