Online Resources Corporation - Committee Composition

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Committee Composition

= Chairman of the Board

= Independent Director

= Financial Expert

= Chair

= Member

Audit
Committee

IT & Security*

Compensation
Committee

Corporate
Finance
Committee

Governance
Committee

Risk Management

Matthew P. Lawlor

Chairman & Chief Executive Officer

Matthew P. Lawlor has served as Chairman and CEO since March 1989. Mr. Lawlor co-founded Online Resources and serves as chief executive officer. He has over 30 years of financial services experience, starting with Chemical Bank (now JPMorgan Chase) where he headed a consumer banking division, and its international investment company. Mr. Lawlor's career also spans venture capital, project engineering and service as a presidential exchange executive with the White House in 1980. He is active in industry affairs, and is founder of the e-Financial Enablers Council, a roundtable of Internet banking and payments executives. Mr. Lawlor holds a bachelor's degree in mechanical engineering from the University of Pennsylvania and an MBA from Harvard University.

Holdings: 863,324 shares View Transactions
Date	Type	Shares Traded	Price Range
Jun 1, 2009	Disposition (Non Open Market)	12,404	6.09
Jun 1, 2009	Option Execute	18,750	3.05
Mar 1, 2009	Option Execute	18,943	n/a
Feb 10, 2009	Disposition (Non Open Market)	9,000	2.85
Jan 1, 2009	Disposition (Non Open Market)	9,281	4.74
Jan 1, 2009	Option Execute	24,298	n/a
Dec 31, 2008	Option Execute	5,662	n/a
Dec 15, 2008	Option Execute	644	n/a
Nov 30, 2008	Option Execute	5,661	n/a
Nov 21, 2008	Buy	2,000	1.94
Nov 20, 2008	Buy	1,000	2.24
Nov 19, 2008	Buy	2,000	2.80
Nov 18, 2008	Buy	2,000	2.83
Nov 17, 2008	Buy	2,000	2.87
Nov 15, 2008	Option Execute	642	n/a
Nov 4, 2008	Acquisition (Non Open Market)	10,000	3.50
Oct 31, 2008	Acquisition (Non Open Market)	5,017	n/a
Sep 9, 2008	Sell	24,333	8.45
Sep 9, 2008	Option Execute	48,991	1.50
May 27, 2008	Option Execute	18,750	2.02 - 2.22
May 14, 2008	Buy	917	9.17
May 14, 2008	Buy	4,021	9.24
May 12, 2008	Buy	62	9.17
Mar 1, 2008	Disposition (Non Open Market)	4,132	10.24
Mar 1, 2008	Option Execute	12,832	n/a
Jan 1, 2008	Option Execute	4,815	n/a
Nov 1, 2007	Buy	10,000	8.93
May 14, 2007	Option Execute	10,304	6.50 - 7.15
Nov 2, 2006	Buy	5,000	9.91
Dec 21, 2005	Disposition (Non Open Market)	1,000	n/a
Dec 15, 2005	Buy	10,531	7.71 - 11.18
Dec 15, 2005	Disposition (Non Open Market)	8,207	11.93
Nov 4, 2005	Disposition (Non Open Market)	1,000	n/a
Nov 3, 2005	Disposition (Non Open Market)	1,000	n/a
Oct 31, 2005	Disposition (Non Open Market)	1,000	n/a
May 13, 2005	Buy	17,850	8.40
May 13, 2005	Disposition (Non Open Market)	16,476	9.10
Apr 8, 2005	Sell	300,000	8.50

Stephen S. Cole

Director

Stephen S. Cole joined as a Director in May 2005. Mr. Cole is a 33-year veteran of the banking and electronic funds transfer (EFT) industry, having served as former chief executive officer of Cash Station, Inc. before it was acquired by Star Systems (now a subsidiary of First Data Corporation). He also served in a variety of electronic payments management positions at The First National Bank of Chicago. Mr. Cole is currently president and chief executive officer of the YMCA of Metropolitan Chicago. He is also director of American EPAY, Inc. and OptiScan Technologies, Inc., and director emeritus of the Electronic Funds Transfer Association. He has previously served on the Boards of Interlink (Visa), CIRRUS Network (MasterCard), and Primary Payments Systems. Mr. Cole holds a BA from Lake Forest College.

Holdings: 16,460 shares View Transactions
Date	Type	Shares Traded	Price Range
Nov 1, 2009	Option Execute	1,570	n/a
Dec 31, 2008	Option Execute	964	n/a
Nov 30, 2008	Option Execute	963	n/a
Oct 31, 2008	Option Execute	963	n/a
Dec 10, 2007	Buy	10,000	10.13
Feb 17, 2006	Buy	2,000	12.99

John Dorman

Director

John Dorman joined as Director in May 2009. Currently a private investor, Mr. Dorman served from 1998 to 2003 as Chief Executive Officer of Digital Insight Corporation, a leading internet banking provider to community banks and credit unions. Prior to Digital Insight, Mr. Dorman served as Senior Vice President of the Global Financial Services Division of Oracle Corporation, and as Chairman and Chief Executive Officer of Treasury Services Corporation, a provider of modeling and analysis software for financial institutions. Mr. Dorman received a B.A. from Occidental College and an M.B.A. from the University of Southern California.

Bruce A. Jaffe

Director

Bruce A. Jaffe joined as Director in May 2009. Mr. Jaffe is the Managing Director of Three Point Group, LLC, a consulting and advisory service firm to the technology and internet industries. From 1995 to 2008, Mr. Jaffe was an executive at Microsoft Corporation including Corporate Vice President of Corporate Development and Corporate Vice President and Chief Financial Officer of the MSN Division. Mr. Jaffe is currently a guest lecturer at the University of Washington's Michael G. Foster School of Business. Mr. Jaffe received a B.S. from the University of California, Berkeley and an M.B.A. from Stanford University.

Edward D. Horowitz

Director

Edward D. Horowitz joined as Director in May 2009. Mr. Horowitz currently serves with Edslink, LLC, a company he founded that provides financial, advisory and technology consulting services. Prior to this term at Edslink, Mr. Horowitz was the President and Chief Executive Officer of SES Americom, a commercial satellite provider, and a member of the executive committee of its parent company, SES Global. From 1997 to 2000, Mr. Horowitz was Executive Vice President of Citigroup's Advanced Development unit, and Chairman of Citigroup's e-Citi unit. Mr. Horowitz is a member of the Board of the American Management Association (AMA) and the Board of Trustees of the New York Hall of Science, and The Kenan Institute for Ethics at Duke University. Mr. Horowitz holds a B.S. in Physics from City College of New York and a Masters of Business from Columbia University.

Michael E. Leitner

Director

Michael E. Leitner joined as a Director in February 2007, representing Tennenbaum Capital Partners, LLC. Prior to serving as a partner with Tennenbaum, Mr. Leitner held senior corporate development positions for Microsoft Corporation, WilTel Communications, and 360Nnetworks. He has also served as CEO of GlobeNet Communications and as vice president in Merrill Lynch's M&A group. In addition to Online Resources, Mr. Leitner currently serves on the boards of ITC DeltaCom, Inc., Anacomp, Inc., and Broadband National, Inc. He also serves as a board observer to Wild Blue Communications, Inc. Mr. Leitner holds a BA in Economics from the University of California, Los Angeles, and an MBA from the University of Michigan.

Ervin R. Shames

Director

Ervin R. Shames has served as a Director since January 2000. Mr. Shames served as President and CEO of General Foods USA and Kraft USA from 1986 to 1989, and is currently a visiting lecturer for consumer marketing at the University of Virginia's Darden School of Business. Mr. Shames also served as CEO of Borden, Inc., from 1993 through 1995, and CEO of Stride Rite Corporation from 1990 to 1993. Mr. Shames is currently serving on the Board of Directors of Select Comfort Corporation, where he is Chairman of the Compensation Committee. Mr. Shames holds a BSBA from Florida University and an MBA from Harvard University.

Holdings: 27,660 shares View Transactions
Date	Type	Shares Traded	Price Range
Nov 1, 2009	Option Execute	1,570	n/a
Dec 31, 2008	Option Execute	964	n/a
Nov 30, 2008	Option Execute	963	n/a
Oct 31, 2008	Option Execute	963	n/a
May 28, 2008	Buy	1,200	9.48
Dec 15, 2006	Buy	10,000	10.02

Joseph J. Spalluto

Director

Joseph J. Spalluto has served as a Director since May 1995. Mr. Spalluto is a Managing Director of Corporate Finance for Keefe, Bruyette & Woods, a leading specialty investment banking firm focusing on regional and community banks, and financial services firms. Keefe, Bruyette Woods provided early stage financing to Online Resources in 1995 and has participated in joint marketing programs with Online Resources. Mr. Spalluto joined Keefe, Bruyette and Woods in 1981 and currently heads the firms' specialty financing business. He holds a BA from Amherst College and a JD from the University of Connecticut.

Holdings: 43,371 shares View Transactions
Date	Type	Shares Traded	Price Range
Nov 1, 2009	Option Execute	1,476	n/a
Dec 31, 2008	Option Execute	1,040	n/a
Nov 30, 2008	Option Execute	1,040	n/a
Oct 31, 2008	Option Execute	1,040	n/a
May 10, 2007	Option Execute	7,500	8.19
Dec 11, 2006	Buy	5,000	9.74
Mar 10, 2006	Buy	3,570	11.18
May 27, 2005	Sell	3,570	10.13
May 27, 2005	Buy	3,570	10.13

William H. Washecka

Director

William H. Washecka joined Online Resources' Board of Directors in February 2004. Mr. Washecka has more than 30 years experience as a financial expert, primarily as a partner with Ernst & Young, L.L.C. As a recognized leader in financing and management controls for high-growth technology companies, he established and managed Ernst & Young's High Technology and Emerging Business Practice for the mid-Atlantic region, where he provided audit, tax and consulting services for many well-known companies including America Online (AOL), Human Genome Sciences, Mobil Oil and Apple Computer, as well as for Online Resources. Mr. Washecka most recently served as chief financial officer for USinternetworking, Inc., an enterprise and e-commerce software service provider. He also currently serves on the Board of Directors for Visual Networks, Inc., a performance management solutions provider. Mr. Washecka is a graduate of Bernard Baruch College of New York and the Kellogg Executive Management Program, and a certified public accountant licensed in MD, VA, DC and NY.

Holdings: 16,623 shares View Transactions
Date	Type	Shares Traded	Price Range
Nov 1, 2009	Option Execute	1,618	n/a
Dec 31, 2008	Option Execute	1,001	n/a
Nov 30, 2008	Option Execute	1,002	n/a
Oct 31, 2008	Option Execute	1,002	n/a
May 20, 2008	Buy	4,000	9.33
May 16, 2008	Buy	2,000	9.27
May 15, 2008	Buy	3,000	9.41
Dec 11, 2006	Buy	3,000	9.68 - 9.69

Barry D. Wessler

Lead Independent Director

Barry D. Wessler has served as a Director since April 2000. Dr. Wessler is widely known as one of the founders of the Internet as a result of his work in the late 1960s at the Advanced Research Projects Agency, where he directed the research for the design and implementation of the ARPANet (the forerunner of today's Internet). Since 1995, Dr. Wessler has used his expertise as an independent consultant to computer and communications corporations, building on his experience as co-founder of GTE Telenet, a pioneering packet switch service company (now Sprint Data). Dr. Wessler received his BSEE in 1965 and MSEE in 1967 from Massachusetts Institute of Technology, and his Ph.D. in Computer Science from the University of Utah in 1973.

Holdings: 33,477 shares View Transactions
Date	Type	Shares Traded	Price Range
Nov 1, 2009	Option Execute	1,618	n/a
Dec 31, 2008	Option Execute	1,001	n/a
Nov 30, 2008	Option Execute	1,002	n/a
Oct 31, 2008	Option Execute	1,002	n/a
May 10, 2007	Option Execute	2,060	11.25
Aug 8, 2006	Option Execute	22,785	2.00 - 3.70

*Audit Sub-committee

Stock transaction information provided by EDGAR Online. Online Resources Corporation makes no representation or warranty with respect to any of the information contained herein, takes no responsibility for supplementing, updating or correcting any such information and shall have no liability with respect to any such information. This listing does not include derivatives, such as stock option grants or shares purchased through an employee stock purchase plan. For recent transactions, including derivative transactions, see our Section 16 SEC filings page.