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Message: Order Granting Stay 14a-11

Well, THAT deteriorated in a big hurry!

You still fail to respond to the original query.

Do I have the BoD election situation down correctly?

Is it status quo for next year's election? And the election after that?

Does the BoD continue to assess eligibility based on qualifications and make the determination as to inclusion of the proposed candidate on the ballot until 14a-11 kicks in?

When 14a-11 kicks in (whenever that be), will it be a free-for-all, land rush of candidates?

When will 14a-11 kick in? Do we know for certain that it's three years out?

Regardless, most everything else in my long-winded post was intended to be more a reality check, particularly the comment that apparently "did it" for you.

An "invitation", for all practical purposes, is a prerequisite.

Perhaps just my lone opinion, but for the reasons stated, this is reality as I see it. But I see it this way based on business experience and because I'm more of a "get things done" kind of guy. So, to counter the above statement, please advise as to just how you, as the new, unwanted, possibly not respected, under-qualified BoD member, up against two incumbents, would manage to accomplish anything. It would also be nice to have some clue as to just what, specifically or generally, you wish to accomplish.

Though you may see the circumstance causing me to come to my conclusions as "what's wrong with corporate America" (a view I share, BTW), it is reality. I've been afflicted with certain delusions, but IMO to think that anyone, who was NOT invited, could sit down in a BoD seat and cause significant change is truly delusional IMO. While there is the possibility of having your opinions heard, that would be the extent of it unless your input is at least reasonably close to being in line with the thoughts/opinions of the incumbents. Otherwise it would always be 2-1 against.

No, I didn't "get the call", and honestly didn't and don't expect one. Not that it's beyond the realm of possibility, I suppose, but assuming they've read this board over the years, they know my credentials, they know I'm willing to step up and take action when the opportunity presents itself (since 1999), and I'm not hard to find.

And no, I'm not a candidate. This is the other reality check. If we're looking at "status quo" (as above) until 14a-11 kicks in, EVEN IF ONLY UNTIL NEXT YEAR, I honestly don't expect to still be invested. Perhaps a better way to say that is that I HOPE to no longer be invested. I hope to have made some good money and moved on. Despite the current debacles, things appear to be gradually working themselves out (Lecky) and we're getting nothing but good news out of the PTO. While I admit to a long term infatuation with PTSC, I'm not married to it.

Before moving to my next retort, I may as well take the above a step further. Assume all our wishes come true and things improve to where PDSG is gone, a reasonable reconciliation is achieved with TPL (with intensive oversight), the T3 cave, we're completely done with the PTO, and licenses start rolling in. IMO, everything is moving in this direction. Now think BoD activity. Think of the stated intent to issue dividends out of future proceeds. What change do you intend to pursue? Reductions in BoD/executive (i.e., YOUR) compensation? And....?

You had to bring up qualifications. And you just had to suggest that I was disingenuous in announcing my candidacy. When I saw the qualifications of the other candidates, I did feel a need to demonstrate that there are definitely far more qualified folks out there. I'm one of them. Do I think I'm qualified? Yes, but based purely on comparison with some past BoD members and, again, the qualifications of the "competition" (though, as I keep saying, it doesn't need to be a "competition" between new candidates - but it appears you are insisting it must be). So better qualified, but do I possess all the talent and experience that I would like to see on the BoD? Actually, no, in that I view the most desirable qualifications to be beyond me, albeit, probably beyond human capacity! However, that "qualification threshold" would be far different from today if things came about as per the immediate preceding paragraph. If it came down to the BoD performing the traditional role, the effort would be confined to passing judgment on the recommended dividend amounts and timing. The only other issue would be Oversight.

So was I disingenuous in announcing my candidacy? Think it through, consider my expressed opinions on the matter. Think "An "invitation", for all practical purposes, is a prerequisite." I put PTSC on notice that I was interested. Their move, not taken.

Back to qualifications. Do you really want to go there? I do have the utmost respect for law enforcement (my brother is a retired LA Cty. Sheriff's Detective, Sgt., prior to that SWAT team instructor, prior on patrol in East LA, prior in Cty prison system - graduated #1 in his class of 150 at the academy), but how much of your experience had to do with the conduct of corporate business?

Me? Rather than having to resort to a "Vol. II" of this post, I'll try to put it in a nutshell. What was the outstanding long-term issue that the BoD/PTSC will have to contend with? Oh yeah, Oversight. Control systems of checks and balances, appropriate decision points, effective metrics identification and monitoring in a business activity. My forte.

And what is being overseen? Identification of candidate customers (hopefully assessing best candidates), developing data to demonstrate the need for our product, developing data towards establishing a proposed value to that customer for our product. It is essentially a proposal preparation activity towards execution of a licensing agreement, i.e., a contract.

Applicable CV material:

Technical Leader, Spare/Repair Parts Acquisition Management for the US/UK Fleet Ballistic Missile Program (Polaris, Poseidon, Trident I). In addition to running a check & balance function reviewing and recording all Logistics Spares Orders for the entire international program, also responsible for conducting the preparation of the annual contract renewal proposal - a nine month process - for the US contract (the UK guys did their own thing), performing fact-finding/negotiations with the USN Strategic Systems Project Office to achieve execution. Typical value: ~$7-8M in 1980's dollars. Also Proposal Leader (PL) for the US Trident II Operational System Development Program. I pulled this off in just three months after the original PL blew it. Value of the Spares/Repairs piece of the program/the value of my proposal: $175M in 1982 dollars. I was 28. Staff - 4 Salaried.

Next, Supervisor, Logistics Operations Control for the Space Transportation System (Space Shuttle) Program at Vandenberg Launch and Landing Site. Here keep in mind that the shuttle program IS a logistics program - it's a truck to orbit. Logistics process definition/audit, contractual reporting, and a myriad of special projects/actions. Typical Action Item list - 140 items. Among responsibilities, Proposal Leader for all materiel/non-labor for the West Coast program (that exploded with Challenger), as well as Logistics personnel/labor requirements. I was 31. Logistics staff at VLS: 450. My staff, 12, including one clerk plus a retired Major, two retired Captains and two Chiefs, and other salaried personnel (BTW, Salaried = BS/BA minimum education).

Next, Systems & Procedures Specialist, business process analyst responsible for the maintenance of some 450 integrated directive documents governing the activities of a 2,800 person business unit, building Infrared Target Detectors/Sensors (huge quantities) and Satellites (Landsat, POES, GOES - small quantities/big bucks). Procedures for doing EVERYTHING - all functional disciplines - that wasn't program/project-specific. The Approval Authority System (resident expert). All the checks & balances imposed on a Government contractor that is a subsidiary of the largest (at the time) company in the world - GM. Staff: one word processor clerk - I did it all myself in cooperation with functional management.

Next, nine years as Manager, Contracts Compliance & Support. The Contracts Police. In addition to providing guidance in the entire contracting process - from receipt of a customer solicitation (RFP/RFQ/IFB) and proposal preparation through contract performance and closure - responsible for overseeing the maintenance of the Contracts Information System, recording and tracking, in extreme detail using a relational data base(s), all contracts activity - cradle to grave. Volume: ~350 new contracts annually, typically 1200-1400 constant active. At the end of my tenure, age 43. Staff: 4-6 salaried direct-reports, including one PhD. Indirect reporting subordinates included 4-6 members of the BAR - I know how to work with them.

Since then, business consultant for a wide variety of businesses, usually small/start-ups. Also performed as trustee of a non-family multi-million $ Trust, and provided consultant services in such performance by others. Also have been partner/operator of two small businesses.

Published Freelance Writer. "JAVA Chip Available....NOW" published internationally in 1999 (golly gee, it was about the SHBoom!) - seven languages, over 100K hits (possibly many more - EarthWeb, sponsored by SunM - wouldn't tell me). "MP3 to SDMI: Lowdown on Music Downloads" formally published 1999 and "MP3 to SDMI: Update on Music Downloads" informally published early 2000. These had to do with EDIG. Taking independent action to try draw attention and make things happen "from the outside".

Interestingly, and to my disappointment (recognizing what I've said above) and actual astonishment, the above "applicable experience summary" was not solicited (and thus not shared) when I announced my candidacy last year. Not one question along these lines by anyone. Amazing, though perhaps there was a reason.

Finally, you come to the conclusion that I'm "a company man that will do as you are told by the incumbents". Really.... Have I not demonstrated independent thought in my past musings? Have I not been critical of certain actions of the company? Have I not taken the bull by the horns a few times, independent of PTSC though in cooperation with some other shareholders, to make things happen for the benefit of all? Were efforts successful?

Now, having made a candidate's pitch, I again announce my NON-candidacy. I've put it all on the table, my opinions, my expectations, my qualifications for comparison with the "competition" and the known future needs of PTSC. But still not a candidate, for the reasons provided.

And Agora gets a novel, in classic SGE style.....

Definitely going back to lurk mode. But I anxiously await an elaborate discussion of how the qualifications of others far exceed mine. Good luck with that.

SGE

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