Corporate Governance

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Documents and Charters

Audit Committee Charter

Compensation Committee Charter

Code of Conduct

Independence Standard
In accordance with SEC rules, our Board of Directors is entitled to adopt the independence standards of the NYSE MKT for making determinations as to the independence of our board members. The relevant section of the NYSE MKT rules can be found here.

Board of Directors

Jordan Hoffner Chief Executive Officer, Director
Richard MacWilliams Chairman of the Board
William Hambrecht Director
Trevor Colhoun Director
Ron Bienvenu Director

Jordan Hoffner

Jordan Hoffner is an accomplished media executive with two decades of digital media, traditional media and technology experience. He is the CEO of Salon Media Group, which operates the pioneering, award-winning news site, Prior to joining Salon Media Group, Jordan served as CEO of Federated Media, a Media General company and leader in native advertising and influencer marketing for digital and TV. Based in San Francisco, he has held senior level strategy and business development roles at Google and YouTube. While at YouTube, Jordan accepted the company’s 2008 Peabody Award for promoting a free exchange of ideas expressed in video formats around the world. In addition, Jordan is an entrepreneur and angel investor having started multiple businesses in the media and technology sector. He began his career as an NBC News producer before rising to VP, Digital Studios at NBCUniversal. He earned a Bachelor of Arts with honors from Vassar College and a MBA in finance from NYU's Stern School of Business. He currently sits as a council member for the nonprofit organization Common Sense Media.

Richard MacWilliams

Richard MacWilliams is co-founder and Managing Partner of Vista Capital Advisors. Previously, Mr. MacWilliams was Chairman of BoardEx and Executive Vice President of Bridge Information Systems. He joined Bridge as a result of Bridge’s acquisition of EJV Partners where he was President and Chief Executive Officer.

Prior to joining EJV, Mr. MacWilliams served as Executive Vice President and trading manager for Drexel Burnham Government Securities and held a similar post at Donaldson Lufkin & Jenrette (DLJ). While at DLJ, Mr. MacWilliams was also President and CEO of ACLI Commodity Services, a worldwide commodity trading company. Mr. MacWilliams received a BA from Bucknell University, where he is a former trustee.

William Hambrecht has served as a director of Salon since February 2012. Mr. Hambrecht founded the San Francisco-based financial services firm WR Hambrecht + Co in 1998 and serves as its Chairman and Co-Chief Executive Officer. Prior to WR Hambrecht + Co, he co-founded and led Hambrecht & Quist, which specialized in investing in Silicon Valley companies. Mr. Hambrecht has served as a director for numerous private and public corporations. He previously served as a Director for Motorola Inc. (2008 – 2011) and AOL Inc. (2009 – 2011), was on the Board of Trustees for The American University of Beirut (2003 – 2011) and served on the Advisory Council to The J. David Gladstone Institute (2005 – 2010). In October 2006, Mr. Hambrecht was inducted into the American Academy of Arts and Sciences. He also was appointed to the board of the Presidio Trust by President Barack Obama in 2010. Mr. Hambrecht graduated from Princeton University in 1957.

Trevor Colhoun is a Managing Member of Spear Point Capital Management LLC. From September 2009 to December 2013, Mr. Colhoun was Manager of Walnut Financial Services, Inc., which he founded as a subsidiary of Humilis Holdings LP. Walnut Financial is a private equity factoring fund. From 2007 to present, Mr. Colhoun has acted as Managing Partner of Humilis Holdings, LP, an investment fund that directed capital in private equity, debt, and real estate equity. Prior to Humilis Holdings, Mr. Colhoun served as Vice President of Capital Markets at Piper Jaffray from 2002 to 2007. During his tenure at Piper Jaffray, Mr. Colhoun was instrumental in leading over 50 public company transactions and along with his partner were the largest producers in the firm. Before joining Piper Jaffray, Mr. Colhoun was an Associate in Institutional Sales with C.E. Unterberg, Towbin, a technology only investment bank, from 2000 to 2002. Mr. Colhoun served as an Equity Analyst for Bear Stearns from 1998 to 2000 for the firm’s internal equity hedge fund.

Ron Bienvenu is a Managing Member of Spear Point Capital Management LLC. Prior to Spear Point, Mr. Bienvenu was a founder and managing partner of investment firms specializing in active investment strategies and strategic transactions in information technology and other sectors. Among other things, Mr. Bienvenu has led PIPE transactions, bankruptcy restructurings, numerous M&A transactions, reverse mergers, and activist campaigns, including “hostile” transactions and a dissenter rights action. Mr. Bienvenu’s operational and industry experience includes serving as President of Software at divine, Inc., a publicly traded software company, from May 2001 through July 2002. During his tenure at divine, Mr. Bienvenu led the planning, acquisition and consolidation of over thirty companies, including five public companies. Prior to divine, Mr. Bienvenu served as CEO and President of SageMaker, Inc., a provider of digital asset management solutions for Global 2000 companies that he founded in 1992. Under his guidance, SageMaker raised more than $33 million in venture capital funding and acquired several technology companies in the U.S. and Europe. SageMaker was sold to divine, Inc. in early 2001. Mr. Bienvenu’s previous industry experience includes the founding of a successful electronic publishing company which was sold to a major publisher in 1991.