The honesty, integrity and sound judgment of our directors, officers and employees is essential to ADDvantage Technologies Group’s reputation and success.
ADDvantage Technologies has long believed in the importance of sound corporate governance as a critical factor in achieving business success and supporting shareholder interests. The Board of Directors is fully committed to best practices in corporate governance in the fulfillment of its responsibilities to shareholders and to oversee the work of management and the Company’s business results.
ADDvantage’s management and its Board of Directors are dedicated to ensuring that the Company continues to be governed and managed with the highest standards of responsibility, ethics and integrity.
For More information regarding our Corporate Governance principals, practices and committees please refer to the Corporate Document section on this page.
Note Regarding Mr. David Chymiak’s Position on the Compensation Committee of the Board of Directors:
Our Compensation Committee is typically composed of three independent directors. Mr. Chymiak, however, is not considered independent under Nasdaq rules because he was an employee of the Company until the sale of the Cable Television segment in June of 2019. Under Nasdaq Rule 5605(d)(2)(B), one non-independent director may be appointed to serve on the Compensation Committee for no longer than two years if the Compensation Committee is comprised of at least three members, if the Board of Directors determines that director’s service on the Compensation Committee is in the best interests of the Company and the shareholders, and if the non-independent director is not currently an executive officer of the Company, an employee of the Company, or a family member of an executive officer of the Company. Our Board of Directors has relied on this exception in placing Mr. Chymiak on our Compensation Committee because (1) our Compensation Committee is comprised of three members; (2) Mr. Chymiak is not currently an employee or executive officer of the Company nor a family member of an employee or executive officer of the Company; and (3) our Board of Directors has determined that it is in the best interest of the Company and its shareholders for Mr. Chymiak to serve as a member of the Compensation Committee in that as the single largest shareholder of the Company, Mr. Chymiak’s input on the committee should protect the interests of the shareholders of the Company.