Corporate Governance - Board of DirectorsThe Board of Directors provides oversight to the Company’s management in their conduct of business. The Board holds regularly scheduled meetings at least quarterly and otherwise as appropriate to consider corporate decisions requiring its attention and action. The Board has three standing committees, the principal responsibilities of which are described below. Each of the committees meets regularly and has a written charter that has been approved by the Board.  | Charles E. Adair
Charles E. Adair, a director since 1995, has been a partner of Cordova Ventures and Kowaliga Capital, Inc. (venture capital fund management companies) since 1993, where he serves as manager of venture capital funds. Mr. Adair was associated with Durr-Fillauer Medical, Inc., a pharmaceutical and medical products distribution company, where he served in various capacities, including President and Chief Operating Officer from 1981 to 1992. Mr. Adair also serves on the Board of Directors of PSS World Medical, Inc. (a distributor of medical products) and Torchmark Corporation (a financial services holding company specializing in life and supplemental health insurance). Mr. Adair is a Certified Public Accountant and holds a B.S. degree in Accounting from the University of Alabama. |  |  | Maximilian Ardelt
Maximilian Ardelt, a director since 1998, has been owner and Managing Director of ConDigit Consult GmbH (a strategic consulting firm) since December 2002. From 1994 to June 2000, Mr. Ardelt was a member of the Board of Management of Viag AG (a group of companies engaged in energy, telecommunications, logistics and industrial activities), responsible for the Telecommunications and Logistics Division and Information Systems. After the merger of Viag AG and Veba AG to form E.ON AG he continued in this function as Chief Executive Officer of E.ON AG subsidiary Viag Telecom AG up to December 2002. Mr. Ardelt is a member of the Supervisory Boards of the following companies: Mannstaedt GmbH & Co KG, CeWeColor AG & Co. OHG, Getmobile Europe plc., Stulz GmbH, Funkwerk AG and Berkenhoff GmbH. Mr. Ardelt is also Chairman of the Advisory Board of the Bavarian Elite Academie and board member of the Technical University Graz/Austria. In addition, he has served during the last 5 years as a chairman or member of the supervisory boards of several companies in Europe including RHJ AG, Klöckner & Co. AG (former majority shareholder of Computer 2000 AG, Computer 2000 AG was acquired by Tech Data in 1998), Georgsmarienhütte Holding GmbH, Computer 2000 AG, and Tech Data Germany AG. Mr. Ardelt holds a master’s degree in Engineering from Technical University Berlin. |  |  | Robert M. Dutkowsky
Robert M. Dutkowsky, a director and Chief Executive Officer, joined Tech Data in October 2006. His career began in 1977 with IBM where during his 20 year tenure, he served in several senior management positions including executive assistant to former IBM CEO Lou Gerstner and vice president, Distribution – IBM Asia/Pacific. Prior to joining Tech Data, Mr. Dutkowsky served as Chairman, President and CEO of Egenera, Inc., since February 2004. Prior to that, Mr. Dutkowsky served as President and Chief Executive Officer of J.D. Edwards & Co., Inc. since January 2002. He earned a bachelor’s degree in labor and industrial relations from Cornell University.
Tech Data's Code of Ethics provides that an executive officer must receive the approval of the Chairman of the Board to sit on the board of directors of another for-profit entity and that no executive officer or director of the Company may have a financial interest in a supplier. The Code of Ethics also addresses conflicts of interest. Tech Data's Corporate Governance Principles require directors to inform the chair of the Governance Committee of any relationship with a supplier of the Company. Robert Dutkowsky became the chief executive officer and a member of the board of directors of the Company on October 2, 2006. Prior to joining the Company, Mr. Dutkowsky has served, since April 2001, as a member of board of directors of McAfee, Inc., a supplier to the Company. Effective on the date of his employment with Tech Data, Mr. Dutkowsky resigned his role as the lead independent director and his committee seats on the McAfee board. Mr. Dutkowsky has requested and been granted a waiver and permission to continue as a board member at McAfee until no later than January 31, 2007 in order to provide an orderly transition of his board responsibilities. |  |  | Harry J. Harczak, Jr.
Harry J. Harczak, Jr. was appointed to the Board of Directors in June 2008. Mr. Harczak was an executive at CDW Corporation from 1994 until 2007, serving his last five years as Executive Vice President and as an Executive Committee member. He was also CDW’s Chief Financial Officer for seven years. Prior to CDW, Mr. Harczak served as an audit partner of PriceWaterhouseCoopers where he worked for 16 years serving public and private clients in the retail, distribution and financial services community. Currently, Mr. Harczak serves on the board of directors of U.S. Cellular Corporation, where he is the designated financial expert of the Audit Committee. Mr. Harczak also serves on the boards of the Goodman Theater of Chicago and Junior Achievement. Mr. Harczak is a Certified Public Accountant (inactive) and holds a B.S. degree from DePaul University and a Master’s degree in Business Administration from the University of Chicago. |  |  | Jeffery P. Howells
Jeffery P. Howells, a director since 1998, joined the Company in October 1991 as Vice President of Finance and assumed the responsibilities of Chief Financial Officer in March 1992. In March 1993, he was promoted to Senior Vice President and Chief Financial Officer and was promoted to Executive Vice President and Chief Financial Officer in March 1997. From 1979 to 1991, he was employed by Price Waterhouse. Mr. Howells is a Certified Public Accountant and holds a B.B.A. degree in Accounting from Stetson University. |  |  | Kathy Misunas
Kathy Misunas, a director since 2000, is Principal, Essential Ideas (a business advisory service), a company she founded in 2001. She was Chief Executive Officer of AirTreks, Inc. (a travel arrangement business specializing in multi-continent trips) from July 2001 through September 2001. Ms. Misunas was Chief Executive Officer and President of brandwise LLC (an e-commerce comparison shopping/purchasing portal) from January 1999 through June 2000. Ms. Misunas was employed by Reed Elsevier PLC (a global publishing company) from 1996 to 1998 serving as Chief Executive Officer of Reed Travel Group business unit in 1997 and 1998. From 1973 to 1995, Ms. Misunas was employed by AMR Corporation (a major airline company) serving as President and Chief Executive Officer of the SABRE Group (a division of AMR Corporation) from 1993 to 1995. Ms. Misunas attended Moravian College and American University. |  |  | Thomas Morgan
Thomas Morgan was appointed to the board of directors in February 2007. Mr. Morgan has successfully led companies in a variety of industries, including most recently Hughes Supply, Inc., a leading distributor of construction, repair and maintenance products, where he served as chief executive officer from May 2003 until March 2006 when the company was purchased by The Home Depot. He joined Hughes Supply in 2001 as president and chief operating officer. Prior to that, he served as chief executive officer of EnfoTrust Network, Value America and US Office Products. Mr. Morgan began his career with Genuine Parts Company (GPC), where he held positions of increasing responsibility throughout the organization. He concluded his 22-year career with GPC in 1997 serving as executive vice president of S.P. Richards Co., a $1.1 billion subsidiary of GPC. Mr. Morgan also serves on the boards of Rayonier, Inc., Waste Management and ITT Educational Services. He holds a bachelor’s degree in business administration from the University of Tennessee. |  |  | Steven A. Raymund
Steven A. Raymund, a director since 1986, joined the Company in 1981. He served as Chief Executive Officer from January 1986 to October 2006 and he has served as Chairman of the Board since April 1991. In January 1996, Mr. Raymund became a Director of Jabil Circuit, Inc. (a provider of electronic manufacturing services). In January 2006, Mr. Raymund became a Director of WESCO Distribution, Inc. (a distributor of electrical construction products and industrial maintenance, repair and operating supplies). He has a B.S. degree in Economics from the University of Oregon and a master’s degree from the Georgetown University School of Foreign Service. |  |  | David M. Upton
David M. Upton, a director since 1997, has been on the faculty of the Harvard Business School since 1989. Dr. Upton, the Albert J. Weatherhead III Professor of Business Administration, teaches courses in technology and operations management and is the faculty chair of Harvard’s executive course—Building Competitive Advantage through Operations. Dr. Upton holds a master’s degree in Manufacturing from King’s College, Cambridge University and also holds a Ph.D. in Industrial Engineering from Purdue University. |  |  | John Y. Williams
John Y. Williams, a director since 1988, has been a Managing Director of Grubb & Williams, Ltd. (“GWL”), an Atlanta-based merchant banking firm, since 1987 and a Managing Director of Equity-South Advisors, LLC (a merchant banking affiliate of GWL) since January 1995. Prior thereto, he was an investment banker for more than 18 years with several firms. Mr. Williams is a director of several privately-held companies in connection with his merchant banking business. Mr. Williams holds a B.S. degree in Industrial Engineering from Georgia Institute of Technology and a master’s degree in Business Administration from the Harvard Business School. |  |
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