Board of Directors

DIRECTORS

Below are the biographical details of the current board of directors of REDFLEX HOLDINGS LIMITED (ABN 96 069 306 216).

This board brings the Company, a diversity of skills, experience and expertise across jurisdictional boundaries.

The majority of the board is constituted by independent non-executive directors consistent with the ASX Corporate Governance Council’s Principles and Recommendations, 3rd edition.

Adam Gray

BSE (Fin), BS (Mech Eng'g)
Non-executive chairman

Appointed 19 December 2013

Mr Gray, co-founder and Managing Partner of Coliseum Capital Management, LLC, has nearly 30 years of private equity and operating experience. In addition, he has significant expertise leading operational and financial restructurings and has guided organizations through highly complex and distressed situations.

Mr Gray serves as a director on the boards of New Fl...

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Appointed 19 December 2013

Mr Gray, co-founder and Managing Partner of Coliseum Capital Management, LLC, has nearly 30 years of private equity and operating experience. In addition, he has significant expertise leading operational and financial restructurings and has guided organizations through highly complex and distressed situations.

Mr Gray serves as a director on the boards of New Flyer Industries, Inc., Blue Bird Corporation and The Pas Group Limited and a number of private companies. He served as a Director of DEI Holdings, Inc. until the sale of the company in 2011 and of Benihana, Inc. until the sale of the company in August 2013.

Prior to launching Coliseum in 2006, Mr Gray served in executive roles at Burger King Corporation and Metromedia Company. He started his career within the Merchant Banking Group of Morgan Stanley & Co. He has a BSE Finance from the Wharton School and a BS Mechanical Engineering from the University of Pennsylvania.

Mr Gray serves on the Redflex Holdings Audit Committee, the People, Culture & Remuneration Committee and the Nominations Committee.

Paul Clark

B.Bus (Acc), MBA (Exec), FCA, GAICD.
Group Chief Executive Officer

Appointed 5 April 2014.

Mr Clark joined the Board as a Non-executive director on 5 April 2014. On 25 September 2014 Mr Clark was appointed as Group Chief Executive Officer of the Company.

Mr Clark has extensive experience at both a board and executive level in financial restructuring, process improvement, risk management, cost reduction, sales and business development and new product develo...

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Appointed 5 April 2014.

Mr Clark joined the Board as a Non-executive director on 5 April 2014. On 25 September 2014 Mr Clark was appointed as Group Chief Executive Officer of the Company.

Mr Clark has extensive experience at both a board and executive level in financial restructuring, process improvement, risk management, cost reduction, sales and business development and new product development. He has led large teams through significant cultural, structural and strategic change.

Mr Clark has served on a number of subsidiary company boards and executive committees of ASX, FTSE and NYSE listed companies and is a former Chairman of Melbourne Water, and an advisory board member of Salta Properties, one of Australia's largest privately owned property companies. He previously held senior executive positions at PricewaterhouseCoopers (PwC), Ernst & Young, National Australia Bank, Bank West and Bank of New Zealand.

Mr Clark has a Bachelor of Business (Accounting) from the Royal Melbourne Institute of Technology, an Executive MBA from the Australian Graduate School of Management (University of Sydney) and is a Graduate of the INSEAD AVIRA program. He is a fellow of the Institute of Chartered Accountants in Australia and a senior fellow of the Financial Services Institute of Australia. Mr Clark is also a Graduate of the Australia Institute of Company Directors.

During the last three years Mr Clark has not been a director of any other Australian listed public company.

Robert DeVincenzi

BSBA, MA-Org’l
Non-executive director

Appointed 30 September 2012

Mr DeVincenzi served as Chief Executive Officer of the Redflex Group until 16 January 2014 when he transitioned to a non-executive role.

Mr DeVincenzi presently serves as Executive Vice Chairman of the Board of Covia Health, a private health services company and is an Adjunct Professor in the College of Business at California State University, Monterey Bay.

Pre...

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Appointed 30 September 2012

Mr DeVincenzi served as Chief Executive Officer of the Redflex Group until 16 January 2014 when he transitioned to a non-executive role.

Mr DeVincenzi presently serves as Executive Vice Chairman of the Board of Covia Health, a private health services company and is an Adjunct Professor in the College of Business at California State University, Monterey Bay.

Previously, from 2008 until its merger with HID Global/ASSA ABLOY in 2011, Mr DeVincenzi was President and CEO of LaserCard Corporation, a biometric identification solution provider to global government and commercial clients.

Mr DeVincenzi served as Senior Vice President of Corporate Development of Solectron Inc from 2005 to 2007. Prior to that Mr DeVincenzi was President and CEO of Inkra Networks Inc from 2004 to 2005 and CEO of Ignis Optics Inc from 2003 to 2004.

Mr DeVincenzi received a Master of Arts in Organisational Leadership from Gonzaga University, and a Bachelor of Science in Business Administration from California State University, San Luis Obispo.

Mr DeVincenzi is the current chair of the Risk & Compliance Committee and serves as a member of the Nominations Committee.

During the last three years Mr DeVincenzi has not been a director of any other Australian listed public company.

Herman Schwarz

MBA, B.Comm
Non-executive director

Appointed 1 May 2014.

Since 2009 Mr Schwarz has served as the CEO of LogistiCare Solutions, the largest non-emergency transportation management company in the Medicaid and Medicare space with over US$1 billion in revenues and distributed operations in 39 states in the USA, managing 65 million trips annually.

Prior to LogistiCare, Mr Schwarz was President, CEO and Director of Aegis Communicat...

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Appointed 1 May 2014.

Since 2009 Mr Schwarz has served as the CEO of LogistiCare Solutions, the largest non-emergency transportation management company in the Medicaid and Medicare space with over US$1 billion in revenues and distributed operations in 39 states in the USA, managing 65 million trips annually.

Prior to LogistiCare, Mr Schwarz was President, CEO and Director of Aegis Communications (the seventh largest publicly-traded provider of outsourced call centre services in the U.S.), and held multiple senior executive positions at National Service Industries (a US$2.5 billion publicly-traded USA conglomerate). Mr Schwarz started his career with Arthur Andersen, where he earned his CPA.

Mr Schwarz has extensive experience in building and working with operating teams to develop and execute against a strategic vision while driving accountability for strong financial results. In addition, he brings to the Redflex board a wealth of knowledge about the U.S. public-to-private contracting and transportation industries, the challenges of optimising growth and new market entry, and the management of transaction and claims processing, technology and IP-based businesses.

Mr Schwarz holds a Bachelor of Science (Commerce) from the University of Virginia, and an MBA (Finance) from the Wharton School of Business at the University of Pennsylvania.

Mr Schwarz is the current chair of the Nominations Committee. Mr Schwarz also serves as a member of the People, Culture & Remuneration Committee and the Risk & Compliance Committee.

During the last three years Mr Schwarz has not been a director of any other Australian listed public company.

Clark Davey

B.Comm, MAICD
Non-executive director

Appointed 6 January 2015.

Mr Davey brings extensive expertise in financial and tax issues, as well as a strong orientation toward risk and strategy.

Mr Davey is a Chartered Tax Advisor. From 1985 to 2006, Mr Davey was at PricewaterhouseCoopers (PwC), the last 12 years of which were as a Partner with a focus on Corporate Tax. Since 2006, Mr Davey has held a variety of tax advisor and non-ex...

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Appointed 6 January 2015.

Mr Davey brings extensive expertise in financial and tax issues, as well as a strong orientation toward risk and strategy.

Mr Davey is a Chartered Tax Advisor. From 1985 to 2006, Mr Davey was at PricewaterhouseCoopers (PwC), the last 12 years of which were as a Partner with a focus on Corporate Tax. Since 2006, Mr Davey has held a variety of tax advisor and non-executive director roles for Australian based entities, including Karoon Gas Australia Limited, an ASX 200 listed company.

Since 13 March 2015, Mr Davey has been the chair of the Audit Committee. Mr Davey also serves as a member of the People, Culture & Remuneration Committee and the Nominations Committee.

David McIntyre

LL.B., MBA and B. Econs (Acc)
Non-executive director

Appointed 13 March 2015.

Mr McIntyre is a current Partner of Apple Tree Partners (a venture capital firm that invests in health care opportunities) and was previously Executive Vice President, Chief Financial Officer and Chief Operating Officer of HeartWare International, Inc. (NASDAQ:HTWR) from 2005 to 2011.

Prior to HeartWare, Mr McIntyre worked as a senior lawyer in private practice with ...

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Appointed 13 March 2015.

Mr McIntyre is a current Partner of Apple Tree Partners (a venture capital firm that invests in health care opportunities) and was previously Executive Vice President, Chief Financial Officer and Chief Operating Officer of HeartWare International, Inc. (NASDAQ:HTWR) from 2005 to 2011.

Prior to HeartWare, Mr McIntyre worked as a senior lawyer in private practice with Baker & McKenzie and KPMG specialising in the corporate advisory, mergers and acquisitions and equity capital markets areas. He has also held senior financial roles in Coal & Allied Limited (subsidiary of Rio Tinto Group) and other multi-national companies.

Mr McIntyre holds a Bachelor of Economics (Accounting) from the University of Sydney, Australia, a Bachelor of Laws from the University of Technology, Sydney and an MBA from Duke Fuqua School of Business (Fuqua Scholar) from Durham, North Carolina, in the United States of America. Mr McIntyre is a CPA and is also admitted as a solicitor of the Supreme Court of New South Wales and of the High Court of Australia.

Mr McIntyre serves as a member of the Audit Committee and the Nominations Committee. During the last three years Mr McIntyre has not been a director of any other Australian listed public company.

Terence Winters

FAICD
Non-executive director

Appointed 7 August 2013.

Mr Winters has served as Chairman and Non-Executive Director of Australian listed and private companies and charities. He is currently Chairman of Seeing Machines Limited (UK AIM:SEE), Converge International Pty Limited, and Intelledox Pty Ltd and is a Non-Executive Director of Future Fibre Technologies Limited (ASX:FFT).

He brings a great depth of experience in t...

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Appointed 7 August 2013.

Mr Winters has served as Chairman and Non-Executive Director of Australian listed and private companies and charities. He is currently Chairman of Seeing Machines Limited (UK AIM:SEE), Converge International Pty Limited, and Intelledox Pty Ltd and is a Non-Executive Director of Future Fibre Technologies Limited (ASX:FFT).

He brings a great depth of experience in the governance and operations of international technology companies and social enterprises and he has a positive track record of leading strategic and cultural change programs at board level. After working for Motorola for 10 years, he founded Link Telecommunications Pty Ltd in Australia in 1982 and was Chief Executive Officer and/or Chairman of Link at different times until 1999 when he sold his interest in the company. He led the creation of Optus Communications Pty Ltd from 1989 to 1992 and served on the Optus board until 1995.

In addition, Mr Winters has spent over 17 years on various boards within the Opportunity International Network (OIN) and served as global Chairman of Opportunity International Network Inc for a four year term which was completed in May 2010. OIN is a non-government organisation involved in the provision of Micro Enterprise Development and regulated Micro Finance Banking Services in over 30 developing countries.

Mr Winters serves as Chair of the People, Culture & Remuneration Committee and is a member of the Risk & Compliance Committee and the Nominations Committee.