PRSS 2018 Proxy Statement

10 S&P 100 company and real estate investment trust, from October 2004 to April 2006. He also practiced law as an associate with the law firm of Baker & Daniels. Mr. Lysonge graduated with a B.A., in Political Science, from Fisk University and received his J.D. from Vanderbilt University Law School. Mary Ann Arico has served as a member of the Board since July 2016. Ms. Arico, formed an investor relations and strategic positioning consulting firm Arico Advisory, LLC, in early 2016. Prior to Arico Advisory, LLC, she served as the chief investor relations officer at HealthSouth from August 2008 until September 2015. Prior to joining HealthSouth, she served as director of investor relations at Mirant Corp. (NYSE: MIR), an Atlanta-based energy company. A graduate of Pepperdine University with a bachelor's degree in business management, Ms. Arico previously served as director of investor relations at Duke Energy from 2002 to 2006 and Eastman Chemical Co. from 1998 until 2002. Prior to her investor relations position at Eastman Chemical, she held a variety of operations and staff positions beginning in 1983. We believe that Ms. Arico’s extensive experience in investor relations along with her finance background, provides valuable insight for members of the Board. Alan B. Howe has served as a member of the Board since February 2018. Mr. Howe has served as the Co-founder and Managing Partner of Broadband Initiatives LLC, a boutique corporate advisory and consulting firm, since 2001. He served as Vice President of Strategic and Wireless Business Development for Covad Communications, Inc., a national broadband telecommunications company from May 2005 to October 2008. He served as CFO and Vice President of Corporate Development for Teletrac, Inc. from April 1995 to April 2001. Previously, he held various executive management positions for Sprint PCS, and Manufacturers Hanover Trust Company. He is currently a board member since 2013 and Chairman of the Board of Data I/O Corporation (Nasdaq: DAIO), a board member since 2009 and Vice Chairman of Determine, Inc. (Nasdaq: DTRM), a board member since 2017 of MagicJack Vocaltec (Nasdaq: CALL), a board member since 2017 of Widepoint Corporation (AMEX: WYY) and has served on a number of private and public boards including in the past five years including former reporting companies Urban Communications (TSX.V) and Qualstar. He has a Master of Business Administration in Finance from Indiana University and a Bachelor of Science – Business Administration and Marketing from University of Illinois. We believe that Mr. Howe’s extensive business development, financial, CEO, CFO, and board level experience provides the members of the Board with valuable insight. CORPORATE GOVERNANCE Board Composition The Board is currently composed of five (5) members. Prior to March 8, 2018, our Board consisted of seven (7) directors. Following the resignations of Roger D. Shannon and Laurie C. Furber from the Board on March 8, 2018, our Board acted to reduce the size of our Board to five (5) members effective March 8, 2018. During 2017, the Board and its committees met throughout the year on a set schedule, held special meetings, and acted by unanimous written consent from time to time as appropriate. The Board held 8 meetings during 2017. Each director attended at least 75% of the total aggregate of the regularly scheduled and special meetings held by the Board and the committees on which such director served during his or her tenure in 2017. Our non-management directors meet in regularly scheduled sessions without the presence of management in executive sessions. The lead independent director of the Board presides over each such executive session. We do not have a policy regarding directors’ attendance at the Annual Meeting of Stockholders, however, we encourage our directors to attend. Director Independence Our Corporate Governance Guidelines provide that a majority of our directors will be independent. Based on the review and recommendation by the nominating and corporate governance committee, the Board has determined that Anthony C. Allen, Mary Ann Arico, Alan B. Howe, Kenneth T. McBride, and Roger D. Shannon, were and, for our continuing directors are “independent directors” as defined under Nasdaq rules, that Laurie C. Furber was not independent due to a prior contractual relationship with the Company and that Fred E. Durham III is not independent due to his current position as Chief Executive Officer of the Company. Additionally, the Board previously determined that Nick Swinmurn, who served on our Board from July 2015 until his retirement from the Board on June 30, 2017, and Patrick J. Connolly who served on our Board from October 2007 until his retirement from the Board on February 12, 2018 were also “independent directors”. During 2017 and currently, the majority of our directors were and are independent. Board Leadership Structure The Board determined as part of our corporate governance principles that one of our independent directors should serve as a lead independent director at any time when the title of chairman is held by an employee director or there is no current chairman. The