THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF
PROPOSALS 1 THROUGH 2 BELOW.
PROPOSAL
1—ELECTION OF DIRECTORS
Proposal
Proposal 1 is the election of six nominees to the Board of Directors. In accordance with our
Bylaws, the number of directors constituting the entire Board of Directors shall be fixed between three and twelve directors, with the current number of directors fixed at six directors. The Nominating and Corporate Governance Committee of the Board has recommended that Messrs. Varner, McAleenan, Riley, Vansant and Wyard, and Ms. Coster each be nominated for re-election. If elected, each will hold office until the next succeeding annual
meeting of stockholders or until such director’s successor shall have been duly elected and qualified. Information concerning all director nominees appears below.
The Board of Directors expects that all of the nominees will, if elected, be available to serve. If any nominee should decline re-election or become unable to serve for any reason, votes will be cast for a substitute nominee, if any, designated by the Board of Directors or, if none is so designated prior to the election, votes will be cast according to the judgment of the person or persons named in the proxy.
The Board of Directors unanimously recommends that stockholders
vote FOR the election of each of its nominees for director named below.
Information concerning all director nominees appears below.
The “Skills and Qualifications” identifies each director’s experience and qualifications necessary to hold a position on our Board of Directors.
L.W. VARNER, JR., 70, has been Chief Executive Officer of SIC since June 2020. Previously, Mr. Varner was CEO
of United Subcontractors, Inc. (“USI”), an installed building materials company, from July 2012 to May 2018. During his tenure, he led a transformation of the business through organic growth and strategic M&A that resulted in an eventual sale of the business, creating significant value for shareholders. From 2004 to 2012, Mr. Varner served as President and Chief Executive Officer of Aquilex Corporation, a leading provider of specialty services to the energy sector. Prior to joining Aquilex in 2004, Mr. Varner served as President for several global businesses in various industries orchestrating growth in new markets through expansion of service and product offerings. He is a graduate of The Citadel in Charleston, South Carolina and has served on various philanthropic, industry and community boards.
Mr. Varner currently sits on the board of Acousti Engineering Company and previously sat on the board of directors for Bartlett Holdings, Aquilex Inc., USI and The Identity Group.
Skills and Qualifications. Mr. Varner is qualified to serve as a director due to his expertise in the manufacturing and service sectors, and his proven track record in delivering strong operating performance and excellent financial results in challenging business environments.
S. TRACY COSTER, 59, has been a director since August 2018. Ms. Coster founded and has managed STC Consulting
Services, LLC, a strategy consulting firm, since 2002. Prior to STC Consulting Services, she served as the Sector Executive for the Cabinetry and Tile Sector at the Kohler Company from 1998 to 2001. Prior to the Kohler Company, she was with the General Electric Company from 1990 to 1998 and held general management roles in the Appliances and GE Capital divisions, as well as the lead strategy role at the Transportation Systems division. She received a Bachelor of Science degree in Chemical Engineering from The Johns Hopkins University and a Master of Business Administration from the Wharton School of the University of Pennsylvania.
Skills and Qualifications. Ms. Coster is qualified
to serve as a director due to her expertise in the building products industry, stemming from her executive positions at the General Electric Company and the Kohler Company, and her experience as a strategy consultant to building products businesses.
DONALD McALEENAN, 66, has been a director since November 2017. Mr. McAleenan served as Senior Vice President and General Counsel of Builders First-Source, Inc. from 1998 until April, 2021. Prior to this, he served as Vice President and Deputy General Counsel of Fibreboard Corporation. He holds a Bachelor of Science in Foreign Service
from Georgetown University and a Juris Doctor degree from New York University School of Law.