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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
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  

Janet M. Thompson.   Ms. Thompson has served as a director of Autobytel since March 2008.  Since January 1, 2015, Ms. Thomson has been Senior Vice President of Ipsos Automotive, a global automotive market research company. Prior to that Ms. Thompson was Vice President, Marketing of Advanstar Communications Inc., the leading provider of integrated media solutions to the automotive aftermarket, pharmaceutical, healthcare, power sports and fashion industries from July 2011 to January 1, 2015; Vice President, Automotive Group for The Marketing Arm, an Omnicom Group agency, from January 2011 to June 2011; Executive Vice President of the Diversified Agency Services Division of Omnicom Group, an advertising firm, from November 2007 to August 2010; Vice President, Marketing Nissan and Infiniti Divisions of Nissan North America, from July 2004 to September 2007; and from July 1999 to July 2004, Ms. Thompson was Chief Executive Officer and President of The Designory, Inc., a marketing firm owned by the Omnicom Group.  Ms. Thompson held sales or marketing positions at Mazda Motor of America, Toyota Motor Sales, U.S.A. and Chrysler Corporation, from 1972 to 1994.  Ms. Thompson received a B.A. Degree in business from Western Michigan University and a M.B.A. from University of Detroit. Ms. Thompson has the distinction of being named one of the Top 100 Women in the Automotive Industry in both 2005 and 2010.  Ms. Thompson’s experience as an advertising and marketing executive in the automotive industry led the Board to conclude that Ms. Thompson should serve as one of the Company’s directors.

Committee Chair = Chair   Committee Member = Member   Financial Expert = Financial Expert