Vicki H. Cline, Chair of Governance, Nomination & Compensation Committee
Ms. Cline is the Managing Partner of Cline, Hauer & Fitch LLP since 1989. She joined the Board of Director of American Science & Technology Corporation in April 2013. Ms. Cline is a member of the Public Contract Law Section of the American Bar Association.

John C. Hill, Chair of Audit Committee
Mr. Hill is the former Chief Financial Officer of the Belo Corporation. He joined the Board of Directors of American Science & Technology Corporation in November 2009 and became the Chair of the Audit Committee in March 2012. Mr. Hill ensures AS&T adheres to a strict Code of Professional Conduct and carries out all business transactions with competence, objectivity, and integrity.

James K. Johnson, Chairman of the Board, President & CEO
Dr. Johnson joined AS&T in 1995 as Director of Engineering and held a variety of increasingly responsible executive positions with the Corporation, including Chief Operating Officer from January 2006 through October 2014. Dr. Johnson has been a member of the Board of Directors of American Science & Technology Corporation since April 2008, serving as the lead director of its Scientific Committee from October 2008 till December 2011 and its Chair from January 2012 through April 2017. He assumed the office of the President and Chief Executive Officer in November 2014 and became the Chairman of the Board of Directors in January 2018.

Elizabeth R. Palick, Director and member of the Governance, Nomination & Compensation Committee
Ms. Palick joined the Board of American Science & Technology Corporation in April 2014 and chaired the Governance, Nomination & Compensation Committee from October 2014 to October 2018 and became a senior member since then. A lawyer by training, Ms. Palick has spent her career advocating the use of science and technology to drive economic growth and national security.

James L. Steiner, Chair of Scientific Committee
Dr. Steiner is the CTO and Co-founder of Tandem Technologies, Inc. He joined the Board of Directors of American Science & Technologies Corporation in April 2017 and became the Chairman of its Scientific Committee in October 2017. Dr. Steiner has spent the past 40 years richly contributing to the US Defense Industry.

Thomas A. Williamson, Director and member of the Scientific Committee
Dr. Williamson is a serial entrepeneur with a focus on the oil and gas, chemical and midstream investments, with operations in the United States, the Middle East region and Latin America. He joined the Board of Directors of American Science & Technology Corporation in June 2018 and has been a member of its Scientific Committee since then.

James K. Johnson, Chairman of the Board, President & CEO
Dr. Johnson joined AS&T in 1995 as Director of Engineering and held a variety of increasingly responsible executive positions with the Corporation, including Chief Operating Officer from January 2006 through October 2014. Dr. Johnson has been a member of the Board of Directors of American Science & Technology Corporation since April 2008, serving as the lead director of its Scientific Committee from October 2008 till December 2011 and its Chair from January 2012 through April 2017. He assumed the office of the President and Chief Executive Officer in November 2014 and became the Chairman of the Board of Directors in January 2018.

Kimberly J. Thomas, EVP and Chief Operating Officer
Ms. Thomas comes from Boeing Corporation where she held several senior positions, and in her last role before joining Amercian Science & Technology in May 2018, she was responsible for designing and executing a growth strategy that expanded the Autonomous Systems solutions into new markets. Her previous roles include serving as Vice President of MAIS Corporation, an innovative cyber security solutions firm, and as Vice President of Advanced Technology, Inc., a counter-terrorism solutions firm supporting a variety of defense, intelligence, and law enforcement customers. Ms. Thomas is also a member of AS&T's Corporate Executive Council.

Ronald F. Caldera, EVP and Chief Financial Officer
Mr. Caldera is responsible for all aspects of the corporation's financial strategies, processes, and operations. He is focused on building shareholder value through executing AS&T's global business plan. Mr. Caldera has a 27-year track record of strong business and financial results. Before joining American Science & Technology Corporation in 2015, he served as SVP of Finance and Program Management, where he was responsible for the business area's finances and program management processes, including accounting, contracts, business management, financial planning, scheduling and earned value. Mr. Caldera is also a member of AS&T's Corporate Executive Council.

Jake S. Soujah, SVP – Revenue Growth & Strategy
Mr. Soujah is responsible for all business acquisition efforts. In this role, he is responsible for developing and executing corporate strategy, setting market expansion plans and serving as primary interface with our customers, partners, and consultants. Mr. Soujah brings a front-line understanding and direct access to the primary resources needed to open lines of communication with political, business, and financial leaders who have extraordinary influence to ensure the success of the company's global programs. Mr. Soujah is also a member of AS&T's Corporate Executive Council.

Allison M. Reed, SVP and Chief Marketing Officer
Ms. Reed is responsible for creating, developing, and leading strategic company initiatives related to existing and new markets. Ms. Reed directs AS&T's marketing vertical teams that are responsible for supporting customers from all branches of service, federal agencies, and defense contractors. She is also a member of the Corporate Executive Council.

Stephen M. Larson, SVP, Program Management
Mr. Larson joined American Science & Technology Corporation in 2011 and has over 35 years of leadership experience in operations and quality for numerous mid to large size defense tier one manufacturers. He has extensive experience in business analytics, financial reporting, and stakeholders' relations. Mr. Larson has been an integral leader in our operations department supporting large-scale, mission-critical solutions for defense and intelligence customers.

Donald E. Taylor, Strategic Advisor to the CEO
Mr. Taylor is one of the co-founder of American Science & Technology Corporation. Mr. Taylor served as AS&T's executive vice president & chief business development officer till November 2018. Through his personal outreach and engagement, Mr. Taylor strengthened AS&T's partnerships around the world, expanded its footprint in Europe, Asia, and the Middle East, and positioned the company for future growth. He currently advises the CEO and members of the Executive Council on critical enterprise-wide initiatives.

1. Role of the Board of Directors (“The Board") and Director Responsibilities
The role of the Board is to oversee the management of the Corporation and to represent the interests of all the Corporation's investors. The Board meets at least three times per year, and as otherwise required. Directors are expected to attend all Board meetings and meetings of committees on which they serve, and they are frequently called upon for advice and counsel between formal meetings. Directors review advance meeting materials that are provided to each director in advance of each meeting. Each director is encouraged and expected to ask questions of and raise issues with management to ensure the conduct of careful and cautious oversight.

2. Selection of Chairman of the Board of Directors
The Corporation's Bylaws provide that the directors shall annually elect a Chairman from among the directors. The Corporation's policy as to whether the role of the Chief Executive Officer and Chairman should be separate is to adopt the practice which best serves the Corporation's needs at any particular time.

3. Size of Board of Directors
The Board has determined that a board size of six to eight directors is currently optimum.

4. Board Independence
The Board believes that a substantial majority of the Board should be independent and takes this belief into consideration in evaluating potential nominees for election as a director.

5. Board Membership Criteria
The Board seeks a diverse group of candidates who, at a minimum, possess the background, skills, expertise and time to make a significant contribution to the Board, to the Corporation and its investors. Additional potential criteria against which candidates may be measured may include the following (which are re-assessed annually):
- meets bylaw age requirement;
- reflects highest personal and professional integrity;
- has relevant educational background;
- has exemplary professional background;
- is free from conflicts of interest;
- is technology-proficient;
- has demonstrated effectiveness;
- possesses sound judgment;
- brings a diverse background;
- has adequate time to devote to Board responsibilities; and,
- represents the best interests of all shareholders.

6. Extending the Invitation to a New Potential Director to Join the Board
The invitation to join the Board is extended by the Chairman of the Board on behalf of the Board.

7. Directors Who Change Their Present Job Responsibility
Any director who experiences a significant change in responsibilities or assignment should expect to resign from the Board, unless the Nominating Committee recommends to the Board that continued service on the Board is appropriate and the Board concurs.

8. Code of Ethics
The Corporation's Code of Ethics and Business Conduct applies to members of the Board, as well as the Corporation's employees, agents, consultants, contract labor, and others, when they are representing or acting for the Corporation.

9. Committees
The Board currently is organized into three committees: Audit; Scientific; and Governance, Nomination and Compensation. From time to time, the Board may provide for such other standing or special committees as may be necessary to carry out its responsibilities.

10. Assignment of Committee Members
The Nominating Committee of the Board is responsible for the assignment of Board members to various committees.

11. Committee Agenda
The Chairman of each committee, as appropriate, in consultation with management, develops the meeting agenda. To the extent feasible, the committee meeting schedules are set six months in advance.

12. Board of Directors Agenda
The Chairman of the Board establishes the agenda for each Board meeting.

13. Presentations
To the extent practicable, Board presentations are distributed in advance to the directors. Proprietary or otherwise sensitive materials may be reserved for distribution at the Board meeting.

14. Regular Attendance of Non-Directors at Board and Committee Meetings
The Chairman of the Board, or Committee, as appropriate, designates the guest attendees at any Board or Committee meeting, who are present for the purpose of making presentations; responding to questions by the directors; or providing counsel on specific matters within their areas of expertise

15. Performance Evaluation of the Board
Each director will participate in aperformance evaluation of the Board and the Committees on which he or she serves at least annually to determine whether the Board and its committees are functioning effectively.

16. Director Compensation
The Governance, Nomination and Compensation Committee of the Board reviews and recommends to the Board the compensation of the Board, which is formally reviewed and approved by the Board of Directors. The Committee reviews on an annual basis the compensation of the Board, including an assessment of the competitiveness of the Board's compensation program and when appropriate, using market data and in consultation with an independent consultant. The Corporation's director compensation program is structured to align the interests of Board members and shareholders; to attract and retain high quality director talent; and to focus on stewardship rather than attendance.

17. Director Access to Information, Senior Management and Independent Advisors
Directors shall have access to the Corporation's records and files, and to the Corporation's management. Directors shall not give direction, other than through the Chief Executive Officer. The Board encourages management to include in Board meetings key managers who can share their expertise with respect to matters before the Board. This also enables the Board to gain exposure to key managers with future potential in the Corporation. Directors may also engage and have access to the Board's independent advisors.

18. Formal Evaluation of the Chief Executive Officer
The Governance, Nomination and Compensation Committee evaluates the Chief Executive Officer annually, and reviews its actions with the Board. The Board communicates its views to the Chief Executive Officer through the Chairman of the Governance, Nomination and Compensation Committee. The Governance, Nomination and Compensation Committee's evaluation of the Chief Executive Officer is based upon a combination of objective and subjective criteria and is discussed fully each year in the Corporation's annual report.

19. Management Succession
The Board of Directors is responsible for succession planning for the Chief Executive Officer. A Chief Executive Officer succession plan is in place, which includes policies and principles for selection and performance review as well as policies regarding succession in the event of an emergency or the retirement of the Chief Executive Officer. The Chief Executive Officer meets periodically with the Board to make available the Chief Executive Officer's recommendations and evaluations of potential successors, along with a review of development plans recommended for succession candidates and others in the senior management group. The independent members of the Board meet in executive session to consider the succession plan and recommendations of the Chief Executive Officer.

20. Confidentiality
The proceedings and deliberations of the Board are confidential. Each director shall maintain the confidentiality of all proprietary, privileged or otherwise protected information obtained in connection with his or her service as a director and may use such information only for the purpose of his or her service as a director.

American Science & Technology Corporation is committed to participating constructively and transparently in the political process, as such participation is essential to the Corporation's long-term success. We operate in the highly regulated global security industry, and our operations are affected by the actions of elected and appointed officials at many levels of government. Our public policy activities include advocacy efforts at the federal and state levels, thought leadership regarding global security trends, and other important issues impacting the Corporation and our customers. AS&T complies with all applicable laws and regulations.

Any political or other public policy activity in which AS&T engages, including political expenditures, comply with all internal policies and procedures, are made solely based upon the best interests of the Corporation and its stakeholders, and are not based on personal agendas of individual directors, officers, or employees. Some of the policy-related matters we add our voice to include trade, environmental, tax and patent laws and regulations directly affecting American Science & Technology Corporation, as well as its employees, customers, and stakeholders.

As a company committed to bringing new, valuable products, services, and technologies to customers while creating value for stakeholders, as well as furthering our sustainability mission, it is essential that American Science & Technology Corporation be involved in the political process to provide information for policy makers about our industry's issues. We believe that well-informed decision makers are the basis for good government.

Corporate Political Contributions and Expenditures

Independent Expenditures
American Science & Technology Corporation has not spent any direct corporate funds on independent expenditure communications to the general public that expressly advocate the election or defeat of a clearly identified federal, state or local candidate, and has no present plans to spend direct corporate funds on such communications.

International Contributions
American Science & Technology Corporation does not contribute money, assets, property or other things of value to any foreign candidates or political committees.

527 Political Organizations
American Science & Technology Corporation does not provide funding to 527 political organizations whether registered or not as a federal or state political committee, including the Democratic Governors Association (DGA), Republican Governors Association (RGA) and the National Governors Association (NGA).

Political Action Committee
In accordance with federal law, American Science & Technology Corporation does not make corporate contributions to federal candidates or federal political committees.

Trade Associations
American Science & Technology Corporation may contribute to public policy debates by participating in trade and industry associations, as well as engaging directly in advocacy and grassroots communications efforts. In the U.S. we advocate strong national defense, corporate tax issues (including tax incentives for corporate research and development), export policy and international trade. We join trade associations to share with other companies in our industry technical and standards expertise and to be part of an important public education effort regarding major issues of common concern to our industries.

Management Oversight
American Science & Technology Corporation's Board of Directors, Governance Committee exercise appropriate oversight of all political activities. The Governance Committee Chair ensures that all political activity is in compliance with federal, state and local laws and regulations, and the Corporation's policy regarding political disclosure and compliance, and provides regular updates to the Board and management team.

American Science & Technology Corporation is an agile global aerospace and defense technology innovator, delivering end-to-end solutions that meet customers' mission-critical needs. The Board of Directors is responsible for sharing a culture that is focused on long term value creation of the Corporation and its business. AS&T believes that good governance leads to better performance, where a combination of structures and mechanisms are aligned with the interests of all parties involved and ensures the voice of all stakeholders is heard.

We bring speed, innovation and flawless execution together with our commitment to attract and retain the best workforce of scientists, engineers and service professionals. We encourage and value diverse ideas, perspectives, experiences and backgrounds, and own accountability for our work, and to each other.