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Principal Consultants

Mark H. Edwards Mark H. Edwards, Chairman & CEO

415 462 2985
medwards@compensia.com

With 30 years of executive compensation consulting experience in Silicon Valley, Mark is recognized as a leading authority on executive pay matters for knowledge-based companies. He currently serves as the Compensation Committee advisor to over 20 companies ranging from late-stage pre-IPOs to Fortune 100 companies. Prior to founding Compensia, Mark was the founder and CEO of iQuantic, Inc. Under his leadership iQuantic grew to become a national consulting firm in six offices before being acquired by Mellon Financial Corporation in 2001. Earlier in his career Mark was a Principal with Sibson & Company.

Mark received a BA from U.C. Santa Cruz and an MS from the Sloan School of Management at M.I.T.

Tim Sparks Timothy J. Sparks, President

408 876 4024
tsparks@compensia.com

Tim is the President and co-founder of Compensia. For over 25 years Tim has worked in Silicon Valley advising technology and growth enterprises on a broad range of executive, board and equity compensation issues and related corporate governance matters. Tim currently serves as the independent compensation advisor to numerous Compensation Committees of public and pre-public companies. Prior to co-founding Compensia, Tim was a partner at Wilson, Sonsini, Goodrich & Rosati, the premier legal advisor to technology companies worldwide. Tim served on WSGR’s Executive Committee and also founded and headed the firm’s Executive Compensation and Employee Benefits Group, a nationally recognized practice serving technology and other emerging growth companies. Tim has taught, written and spoken extensively on executive compensation issues.

Tim received a BS in Business Administration from U.C. Berkeley and a JD from U.C. Hastings College of the Law.

Mark Borges Mark Borges, Principal

415 462 2995
mborges@compensia.com

Mark is arguably the foremost authority on SEC disclosure issues, and he is a prolific writer and speaker on executive pay issues.

Prior to joining Compensia, Mark was a Principal at Mercer in their Washington Resource Group in Washington, DC. This group provided assistance and advice to clients regarding legislative, regulatory, and judicial developments that affected executive compensation.

Prior to Mercer, Mark was a Special Counsel in the Office of Rulemaking, Division of Corporation Finance with the SEC. He was also General Counsel for ShareData, Inc., the leading provider of software for employee stock plan administration, prior to its acquisition by E*TRADE Group, Inc. in 1998.

Mark practiced law with the firms of Ware & Friedenrich (now Gray Cary Ware & Freidenrich) and Pillsbury, Madison & Sutro, specializing in equity compensation and insider trading matters as well as venture capital finance.

A California native, Mark graduated from Humboldt State University, and went on to receive his JD from Santa Clara University, and an LLM in Taxation from New York University. He is a member of the American Bar Association.

Tom Brown Thomas G. Brown, Principal

408 876 4023
tbrown@compensia.com

Prior to co-founding Compensia, Tom was Vice President, Corporate Affairs of Aurora Networks, a leading manufacturer of advanced, next-generation optical transport systems for broadband networks. Before his stay at Aurora, Tom was Vice President, Business Development and General Counsel of Quovera, Inc., a leading business consulting and technology integration firm. In both positions, Tom was responsible for Human Resources, Legal and other administrative functions. Tom joined Quovera after six years at Wilson Sonsini Goodrich & Rosati, in Palo Alto, California. Tom was a member in the firm's nationally recognized Executive Compensation and Employee Benefits Group and counseled firm clients on various executive compensation issues and has written and lectured extensively on executive compensation issues.

Tom received a BA in Economics, with Honors, from the University of California at Santa Barbara, a JD, summa cum laude, from the Santa Clara University School of Law and an MBA from the Leavy School of Business, Santa Clara University.

Susan Gellen Susan E. Gellen, Principal

408 907 4302
sgellen@compensia.com

With more than 20 years of HR and compensation consulting experience, Sue specializes in compensation and performance management strategy design for high growth, rapidly changing organizations. She has developed programs that ensure a focus on high levels of performance and retention of key individuals during periods of growth, downturn, acquisition and divestiture.

Prior to joining Compensia, Sue has enjoyed a successful independent compensation consulting practice, working with companies, including Palm, Packeteer, Netscape, Tivo and Network Appliance. Previous to working independently, Sue was Director of Worldwide Human Resources for 3Com, and has held various HR positions at Pacific Gas and Electric.

Sue received a BA with honors from Colby College and a Masters of Industrial and Labor Relations from Cornell University.

Tom Lawer Tom LaWer, Principal

408 907 4309
tlawer@compensia.com

Tom has over 15 years experience in the area of executive compensation as a consultant, lawyer and accountant. Tom’s practice focuses on advising Compensation Committees and senior management on executive, Board, equity, severance and change in control compensation arrangements. His experience includes executive compensation market assessments, bonus plan design, Board compensation market assessments and design, equity compensation strategy, equity plan design, equity plan pool increase strategies and severance/change in control program assessments and design. Recently, he has assisted many clients in the transition from pre-IPO to public status. Tom has also served as an expert witness on compensation related matters and teaches a course in the taxation of executive compensation as an adjunct professor at Golden Gate University School of Law.

Prior to joining Compensia, Tom practiced as an executive compensation attorney in the Silicon Valley, most recently as one of the leaders of Greenberg Traurig’s national executive compensation practice. He counseled clients on a wide range of executive compensation and benefit matters as well as writing, lecturing and being quoted in various publications regarding executive compensation issues. Before that, Tom was an attorney at Cooley Godward Kronish and Wilson Sonsini Goodrich & Rosati and was also the General Counsel and Vice President of Avanex Corporation. Before going to law school, Tom practiced as a Certified Public Accountant at KPMG in New York City.

Tom received a BS in Economics from the Wharton School of the University of Pennsylvania, graduating Magna cum Laude, and a JD from the University of Chicago, graduating with honors and Order of the Coif. Tom was a Certified Public Accountant and is currently a member of the California Bar.