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Investor Relations

Committee Composition

Audit Committee:
The Audit Committee's primary responsibilities are to: (i) oversee AutoWeb, Inc.'s accounting and financial reporting policies, processes, practices and internal controls; (ii) appoint, compensate and oversee the independent auditors; (iii) review the quality and objectivity of AutoWeb, Inc.'s independent audit and financial statements; and (iv) act as liaison between the board of directors and the independent auditors.

Compensation Committee:
The Compensation Committee is responsible for: (i) determining or recommending to the board of directors the compensation of the Chief Executive Officer and each other executive officer or any other officer who reports directly to the Chief Executive Officer based on the performance of each officer; (ii) making recommendations to the board of directors regarding stock option and purchase plans and other equity compensation arrangements; and (iii) preparing reports regarding executive compensation for disclosure in AutoWeb, Inc.'s proxy statements or as otherwise required by applicable laws.

Corporate Governance and Nominations Committee:
The Corporate Governance and Nominations Committee is responsible for: (i) identifying individuals qualified to become directors and selecting director nominees or recommending nominees to the board of directors for nomination; (ii) recommending nominees for appointment to committees of the board of directors; (iii) developing and recommending charters of committees of the board of directors; and (iv) overseeing the corporate governance of AutoWeb, Inc. and, as deemed necessary or desirable from time to time, developing and recommending corporate governance policies to the board of directors.

Below is a summary of our committee structure and membership information. For more information about any of the committees and committee charters, click on committee names in the chart below.

  Audit Compensation Corporate Governance and Nominations
Michael J. Fuchs Member of Audit Committee Member of Compensation Committee Committee Chair for Corporate Governance and Nominations Committee
Michael A. Carpenter Member of Audit Committee    
Mark N. Kaplan Financial Expert Committee Chair for Audit Committee Member of Compensation Committee Member of Corporate Governance and Nominations Committee

Mark N. Kaplan.   Mr. Kaplan has served as a director of Autobytel since June 1998.  Mr. Kaplan was a member of the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1979 through 1998 and currently is of counsel to that firm, Chairman of the Board and Chief Operating Officer of Engelhard Minerals & Chemicals Corporation (mining and chemicals) from 1977 to 1979, and President and Chief Executive Officer of Drexel Burnham Lambert (investment banking) from 1970 to 1977.  Mr. Kaplan serves on the Board of Directors of the following companies whose shares are publicly-traded:  American Biltrite Inc. (adhesive-coated, pressure-sensitive papers and films; tile flooring) and Volt Information Sciences, Inc. (staffing services and telecommunications and information solutions), and is Chairman of the Audit Committee of Volt Information Sciences, Inc.  He also serves as a Trustee of Bard College, the New York Academy of Medicine, a member and former Chairman of the New York City Audit Committee, a Trustee and Chairman of the Audit Committee of WNET.org (provider of public media in the New York City metropolitan area), a director of Gresham Management Co. (commodities management), and a director of The Jim Pattison Group (a conglomerate).  Mr. Kaplan was formerly the Chairman of the Audit Advisory Committee of the Board of Education of The City of New York, Vice-Chairman and Governor of the Board of Directors of The American Stock Exchange, Inc., and a director of Security Industry Automation Corporation.  Mr. Kaplan holds an A.B. Degree from Columbia College and a LL.B Degree from Columbia Law School.  Mr. Kaplan’s experience in securities and corporate laws, mergers and acquisitions, investment banking and business management, as well as his qualification as an audit committee financial expert, led the Board to conclude that Mr. Kaplan should serve as one of the Company’s directors.

Jeffrey M. Stibel   Member of Compensation Committee Member of Corporate Governance and Nominations Committee
Janet M. Thompson Member of Audit Committee Committee Chair for Compensation Committee  
Committee Chair = Chair   Committee Member = Member   Financial Expert = Financial Expert