MICHAEL L. BURROW, P.E. - Corporate Board Profile

ENGLOBAL CORP

Filing Date	Source Excerpt
2002-04-30	Michael L. Burrow, P.E. has served as Chairman of the Board, Chief Executive Officer, and director of the Company since the IDS/Petrocon Merger in December 2001. ... Michael L. Burrow, P.E. (1)...... 54 2001 Chairman of the Board, Chief Executive Officer, Director ... Michael L. Burrow, P.E., Chairman of the Board.............. 2001 250,249 and Chief Executive Officer (1)
2003-04-30	Michael L. Burrow, P.E. /(1)/ Mr. Burrow has served as Chairman of the Board, Chief Executive Officer, and director of the Company since the IDS/Petrocon merger (the "Merger") in December 2001. ... Age: 55 Director since: 2001
2004-04-27	Mr. Burrow has served as Chairman of the Board, Chief Executive Officer, and director of the Company since the IDS/Petrocon merger (the "Merger") in December 2001. Mr. Burrow founded Petrocon, Inc. in 1977 and Petrocon Engineering, Inc ("Petrocon") in 1988. From the formation of Petrocon until the Merger, he served as Chairman of the Board, Chief Executive Officer and President of Petrocon, except for the period from April 1999 through March 2000 when he served as Chairman and Manager of Corporate Marketing. Mr. Burrow received a Bachelor of Science in Mechanical Engineering from Louisiana Tech University in 1969 and did post-graduate studies in engineering and business administration at Lamar University. He is a Registered Professional Engineer in Texas and Louisiana, a member of ASME and NSPE and serves or has served on the boards of United Way, Beaumont Chamber of Commerce, Partnership of Southeast Texas, Lamar University Advisory Council, and Texas Hazardous Waste Research Council, among others.
2005-04-29	Michael L. Burrow, P.E. 2001 57 Mr. Burrow has served as Chairman of the Board, Chief Executive Officer, and director of the Company since ENGlobal (f/k/a IDS Engineering, Inc.) merged with Petrocon (the "Merger") in December 2001. ... In reviewing the 2004 compensation of Mr. Burrow, the Chief Executive Officer of ENGlobal, the Compensation Committee undertook the same evaluation set forth above with respect to all executive officers. ... Upon recommendation by the Compensation Committee, the Board of Directors of ENGlobal set Mr. Burrow's salary for 2004 at $240,000, effective January 1, 2004. In addition, in recognition of both Mr. Burrow's and ENGlobal's performance in 2004 and based on the criteria discussed above with respect to incentive compensation, the Compensation Committee recommended and the Board of Directors approved a bonus of $2,245 for Mr. Burrow for 2004. ... The following table sets forth information concerning compensation for services in all capacities awarded to, earned by, or paid to Mr. Burrow, the Company's Chief Executive Officer, and the only other executive officers of the Company whose aggregate cash compensation exceeded $100,000 (the "Named Executive Officers") during the three years ended December 31, 2004. ... Michael L. Burrow, P.E. 2004 239,713 22,245 9,000 100,000 4,356
2006-05-01	Michael L. Burrow, P.E. 2001 58 Mr. Burrow has served as President and Chief Executive Officer and Executive Officer Director of the Company since June 2005. From December 2001 to June 2005, he served as Chairman and Chief Executive Officer. Mr. Burrow co-founded Petrocon, Inc. in 1977 and founded Petrocon Engineering, Inc. ("Petrocon") in 1988. From the formation of Petrocon until December 2001, he served as Chairman of the Board, Chief Executive Officer and President of Petrocon, except for the period from April 1999 through March 2000 when he served as Chairman and Manager of Corporate Marketing. Mr. Burrow received a Bachelor of Science in Mechanical Engineering from Louisiana Tech University in 1969 and did post-graduate studies in engineering and business administration at Lamar University. He is a Registered Professional Engineer in Texas and Louisiana, a member of ASME, NSPE and TSPE where he was selected as the "2005 Engineer of the Year" for the Sabine Chapter. He serves as a Director on the Partnership of Southeast Texas, Beaumont Chamber of Commerce (Advisory Director), Texas Hazardous Waste Research Council and Texas Workforce Development Boards. Remuneration of Directors In December 2004, Compensation Committee recommended that, over the next two years, the Company implement a standard compensation arrangement for its independent Directors, Messrs. Gent, Hale, and Roussel, ("Non-employee Directors"). In 2005, the Non-employee Directors received a retainer in the amount of $24,000 per year to Messrs. Gent and Roussel and $26,000 per year to Mr. Hale, as the Audit Committee Chairman, both payable on a quarterly basis. In 2006, the retainers provided to the Non-employee Directors will increase to $32,000 per year to Messrs. Gent and Roussel and $36,000 per year to Mr. Hale, both payable on a quarterly basis. The Company believes the payments are necessary to retain the three Non-employee Directors and compensate the Chairman of the Audit Committee at a slightly higher rate, due to the extensive time and effort required of that position. The Company continues to reimburse its Non-employee Directors for out-of-pocket expenses incurred to attend Board and committee meetings. Non-employee Directors of the Company do not receive additional compensation for each Board meeting attended, nor do they receive additional compensation for each committee meeting attended. Under the Company's 1998 Incentive Plan, Non-employee Directors are eligible to receive non-statutory stock options. In 2005, in recognition of the services provided by its Board of Directors, each Non-employee Director received options to acquire 50,000 shares of the Company's Common Stock at an exercise price equal to fair market value of the underlying Common Stock on the date of the grant. Stock options awarded to Non-employee Directors in 1999, 2000, and 2001 have five-year vesting periods, ten-year expiration dates, and were granted at an exercise price of $1.25, $1.00, and $1.00, respectively. For years of service from 2002 to present, each Non-employee Director has received stock options as represented by the following table: 9 Board Date Date Fully Amount Exercise Expiration Service Granted Vested of Options Price Date ------- ------- ------ ---------- ----- ---- 2002-2003 April 1, 2003 April 1, 2003 20,000 $1.87 April 1, 2013 2003-2004 June 6, 2003 June 6, 2004 20,000 $2.32 June 6, 2013 2004-2005 June 17, 2004 June 17, 2005 20,000 $1.81 June 17, 2014 2005-2006 June 16, 2005 June 16, 2006 50,000 $3.75 June 16, 2015 Likewise, Messrs. Gent, Hale and Roussel will each receive 50,000 stock options, with a quarterly vesting schedule, for their service to the Company during 2006-2007. The shares will be granted on June 1, 2006, will fully vest on June 1, 2007, and will expire on June 1, 2016. MEETINGS OF THE BOARD AND ITS COMMITTEES Board Meetings During 2005, ENGlobal held eight Board meetings. The Board has several committees, including the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each Director attended at least 75% of all Board and applicable Committee meetings. Directors are encouraged to attend Annual Meetings of ENGlobal stockholders. All of the Directors attended the Annual Meeting of stockholders held on June 16, 2005. Audit Committee The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of ENGlobal's financial statements, ENGlobal's compliance with legal and regulatory requirements, the independent auditors' qualifications and independence, the performance of ENGlobal's internal audit function and independent auditors, and risk assessment and risk management. Among other matters, the Audit Committee (1) prepares the Audit Committee report for inclusion in the annual proxy statement; (2) annually reviews the Audit Committee charter and the Audit Committee's performance; (3) appoints, evaluates and determines the compensation of ENGlobal's independent auditors; (4) reviews and approves the scope of the annual audit, the audit fee and the financial statements; (5) reviews ENGlobal's disclosure controls and procedures, internal controls, information security policies, internal audit function, and corporate policies with respect to financial information and earnings guidance; (6) oversees investigations into complaints concerning financial matters; and (7) reviews other risks that may have a significant impact on ENGlobal's financial statements. The Audit Committee works closely with management as well as ENGlobal's independent auditors. The Audit Committee works closely with management as well as our independent auditors. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from us, for the outside legal, accounting and other advisors that the Audit Committee deems necessary to carry out its duties. Our Board of Directors has adopted an Audit Committee Charter meeting applicable standards of the SEC and AMEX. During fiscal year 2005, members of the Audit Committee included Messrs. Hale (Chairman), Gent, and Roussel, all of whom qualify as "independent Directors" as defined by the AMEX listing standards and SEC rules currently in effect. The Board of Directors has determined that Mr. Hale is qualified as an Audit Committee "financial expert" under Item 401(h) of Regulation S-K under the Exchange Act, and has the requisite accounting or related financial expertise required by applicable AMEX rules. The Audit Committee met on five occasions in 2005. 10 A copy of our Audit Committee Charter is attached as Appendix A and available on the "Investor Relations" section of our website at www.englobal.com.