CORPORATE GOVERNANCE

The Board of Directors of Telenav, Inc. (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Title Documents

Audit Committee Charter

Amended and Restated Compensation Committee Charter

Nominating and Governance Committee Charter

Policy for Nomination of Directors

Corporate Governance Guidelines

Policies And Procedures For Communications To Independent Directors

Code of Business Conduct and Ethics

Code of Ethics for Executives and Section 16 Officers

Co-Founder, President and Chief Executive Officer

HP co-founded Telenav in 1999 and has led the company to become a global leader in location-based services (LBS), automotive navigation and location-targeted mobile advertising. Telenav was the first company to launch GPS navigation services for mobile phones to the world, and today its product reaches more than 100 countries on mobile phones and within vehicles. Telenav was also the first LBS company in the USA to IPO when it began publicly trading on NASDAQ in May 2010. Telenav has subsidiaries in US, China, Europe and South America.

Prior to starting Telenav, HP served as a Senior Strategy Consultant for the McKenna Group and a Business Strategy and Management Consultant at McKinsey & Company. HP has also served as a Technical Director at LINCSS/Loral Space Communication.

HP holds a Ph.D. in Guidance, Navigation and Control (Aeronautics and Astronautics department), a Ph.D. minor in Electrical Engineering from Stanford University and a Bachelor of Science from the Harbin Institute of Technology in China.

Chief Financial Officer
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Michael Strambi was named Chief Financial Officer in June 2012. He was previously Telenav's vice president of finance. He has more than 20 years of experience in financial leadership roles for public and private companies. From 2002 to 2006, he was vice president, controller and treasurer of Macromedia, Inc. More recently, he served in senior financial roles for several private, venture-backed technology companies, including Silver Spring Networks, Inc., Metacafe, Inc., and MobiTV, Inc. He also served as vice president, finance for Blue Martini Software. Strambi began his career in public accounting at Ernst & Young.

Michael received an MBA in finance from the University of Southern California and a BS in business administration with a concentration in accounting from California State University, Sacramento.

Co-Founder and Chief Technical Officer
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Y.C. Chao is a co-founder of Telenav and has extensive experience in navigation technology implementation as well as software and hardware development. His career includes a track record of success in wireless location technology, network-assisted navigation algorithm development, and the implementation of real-time embedded systems for navigation applications. Y.C. was a GPS software engineer at SnapTrack, where he worked on network-assisted GPS chipset performance, evaluation and software development. Prior to SnapTrack, Y.C. was a GPS receiver engineer for Trimble Navigation.

Y.C. holds a Ph.D. in Aeronautics and Astronautics from Stanford University, a Master of Science from the University of Texas Aerospace Engineering Center for Space Research, and a Bachelor of Science from National Taiwan University.

Co-Founder and Co-President, Automotive Business Unit
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Sal Dhanani is a co-founder of Telenav and brings years of experience in product marketing, product management, business strategy and operations within the telecom industry. Prior to Telenav, Sal worked with the McKenna Group, a leading strategy-consulting firm, where he developed market entry, product launch and expansion strategies for various start-ups, telecom companies and telecom infrastructure providers. Before joining the McKenna Group, Sal was responsible for product development and management at Schlumberger Ltd., Test and Transactions Group.

Sal completed coursework through Stanford University's IEEM program and holds a Bachelor of Science in Electrical Engineering from the University of Washington.

Co-President, Automotive Business Unit
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Hassan Wahla has more than 20 years of experience in the wireless and telematics industries. Hassan is responsible for establishing and managing partnerships with wireless carriers, content providers, channel partners and device manufacturers. Prior to joining Telenav, he managed the GPS Tracking Product Portfolio at Nextel Communications. He also developed and implemented the Consumer LBS strategy for Nextel. Hassan has held several other senior management positions including vice president of business development at Wireless Multimedia Solutions, director of business development at MicroStrategy, Inc, and senior consultant at Maritime Power Corporation.

Hassan holds a Master of International Affairs from Columbia University, Master of Science in Management from Stevens Institute of Technology and Bachelor of Science in Industrial Engineering from Virginia Tech.

Senior Vice President, Engineering

Philipp Kandal is Senior VP, Engineering for Telenav. He oversees product development, testing and project management across Silicon Valley, Europe and China. Philipp came to Telenav with the acquisition of skobbler. Before skobbler was acquired by Telenav in 2014, he was co-founder and CTO of skobbler, a pioneering company in OpenStreetMap based navigation solutions both for consumers and automotive clients. Before co-founding skobbler, he was at Navigon and acted as a consultant for the automotive navigation division of Siemens VDO (now Continental). Philipp learned software development in his early teens and started his first business at the age of 19.

Philipp holds a Master of Business Administration degree from the University of Cologne.

Vice President, People

Fiona Ow Giuffre joined Telenav as Vice President, People in 2017 with the responsibility for driving company growth and innovation through human resources and talent management strategy.   Fiona is helping to accelerate Telenav’s transformation through talent development solutions, attracting and developing the best talent and building a culture of engagement, agility, and innovation. 

In her 20+ years as a talent and OD partner, Fiona has had extensive experience leading organizational transformations. Before joining Telenav, Fiona served as Vice President, People at San Jose Sharks organization and was responsible for people operations and talent management strategy.  Her background and experience include leadership roles at Verisign, Netscreen Technologies and Mitel Networks.

Fiona holds a degree in Psychology from Santa Clara University.

Douglas Miller

Douglas Miller has served as a member of our board of directors and member of our audit committee and compensation committee since July 2015. Mr.  Miller has also served as a member of our nominating and governance committee since August 2016. Mr. Miller has been serving as a member of the board of directors of CareDx, a publicly traded molecular diagnostics company, since July 2016. He currently serves as chairman of the audit committee of CareDx. Mr. Miller also served as a member of the board of directors and as chairman of the audit committee of Procera Networks, a policy enforcement solutions company, from May 2013 to June 2015. Previously, Mr. Miller served as our chief financial officer from May 2006 to June 2012. From July 2005 to May 2006, Mr. Miller served as vice president and chief financial officer of Longboard, Inc., a privately held provider of telecommunications software. From October 1998 to July 2005, Mr. Miller held various management positions at Synplicity, Inc., a publicly traded electronic design automation company acquired by Synopsys, Inc., including senior vice president of finance and chief financial officer. Prior to that time, Mr. Miller also served as chief financial officer of 3DLabs, Inc., a publicly held graphics semiconductor company, and as a partner at Ernst & Young LLP, a professional services organization. Mr. Miller is a certified public accountant (inactive). He holds a B.S.C. in Accounting from Santa Clara University. Our nominating and governance committee believes that Mr. Miller's experience as a chief financial officer and board member of public companies gives him insight and perspective into how other boards function and enables him to be an effective board member. As our former chief financial officer, Mr. Miller has a unique understanding of our operations. These skills and experience are extremely valuable to our board of directors.

Member of the Nominating and Governance Committee
HP Jin

Dr. HP Jin is a cofounder of our company and has served as our president and a member of our board of directors since October 1999.  Dr. Jin has also served as our chief executive officer and chairman of our board of directors from October 1999 to May 2001 and since December 2001.  Prior to his time with us, Dr. Jin served as a senior strategy consultant at the McKenna Group, a strategy consulting firm.  Prior to that time, Dr. Jin was a business strategy and management consultant at McKinsey & Company, a management consulting firm.  Dr. Jin was also previously a technical director at Loral Integrated Navigation Communication Satellite Systems, or LINCSS, a division of Loral Space & Communications, Inc., a publicly traded GPS service and engineering company.  Dr. Jin holds a B.S. and M.S. in Mechanical Engineering from Harbin Institute of Technology in China and a Ph.D. in Guidance, Navigation and Control, with a Ph.D. minor in Electrical Engineering, from Stanford University.

Samuel Chen

Samuel Chen has served as a member of our board of directors since January 2002.  Mr. Chen has served as chairman of the board of directors of Rayson Technology Co., Ltd., a wireless communications company, for the last 19 years.  Since 1994, Mr. Chen has also served as chairman of the board of directors of Sonix Technology Co., Ltd., an integrated circuit development company.  Since 2000, Mr. Chen has also served as chairman of the board of directors of GlobalSat Technology Corp., an electronic communications company.  Mr. Chen holds a B.S. in Chemistry from National Tsing Hua University in Taiwan.

Member of the Nominating and Governance Committee
Ken Xie

A seasoned and successful entrepreneur, Ken Xie started his first network security company SIS in 1993, designing software firewalls while studying at Stanford University. In 1996, he realized the performance limitations of software firewalls running on PCs/servers, and as a result started NetScreen. As founder, president, and CEO, he led the company to develop the industry's first ASIC and dedicated hardware systems for high-performance firewalls and VPNs. NetScreen (NASDAQ: NSCN) was acquired by Juniper (NASDAQ: JNPR) for $4 billion.


In 2000, after recognizing that firewalls and VPNs alone could not stop content and application network attacks such as viruses, intrusions, spam, and malicious web content, Ken founded Fortinet. Fortinet first pioneered the concept of Unified Threat Management (UTM), which unified these functions into single, highly functional appliances. With the rise of IoT, cloud, and mobility, Fortinet is now leading the way in evolving to the next generation of cybersecurity with its holistic Security Fabric vision and portfolio of solutions, which secure the entire attack service from IoT to the cloud and from user to data.  Fortinet completed its IPO (NASDAQ: FTNT) in 2009, which was lauded by Renaissance Capital as "IPO of the Year."

Ken earned an M.S. degree in electrical engineering from Stanford University and B.S. and M.S. degrees in electronic engineering from Tsinghua University. He is a member of the National Academy of Engineering and a state-registered Professional Engineer.

Member of the Nominating and Governance Committee
Wes Cummins

Wes Cummins has served as a member of our board of directors and member of our nominating and governance committee since August 2016. Mr. Cummins joined Nokomis Capital, L.L.C., an investment advisory firm, in October 2012 as an analyst. From March 2011 to September 2012, Mr. Cummins was an analyst for Harvey Partners, a hedge fund. From February 2002 to March 2011, Mr. Cummins held multiple positions including senior research analyst covering technology hardware companies, director of research, head of capital markets and, finally, president of B. Riley & Co., an investment banking firm. Mr. Cummins has extensive experience in the investment research process, public and private capital raising, mergers and acquisitions, corporate restructuring and shareholder activism. From 2000 to 2002, Mr. Cummins was an associate analyst at Needham & Company, an investment banking firm. Since 2007, Mr. Cummins has served as a member of the board of directors of Applied Science Products, Inc., formerly known as Flight Safety Technologies, Inc., a publicly traded company engaged in developing technologies for aviation safety and efficiency. Mr. Cummins holds a B.S. from Washington University in St. Louis, Missouri.

Chair of the Nominating and Governance Committee
Karen Francis

Karen Francis joined our board of directors in December of 2016. Ms. Francis has served as a director of AutoNation, Inc., the largest automotive retailer in the US, since February 2016. Ms. Francis also serves as a director of The Hanover Insurance Group, Inc. Ms. Francis is Executive Chairman of AcademixDirect, Inc., a technology marketing company serving the education industry. Ms. Francis served as Executive Chairman and CEO of AcademixDirect, Inc. from 2009 to 2014. From 2004 to 2007, Ms. Francis was Chairman and CEO of Publicis & Hal Riney, based in San Francisco and part of the Publicis global advertising and marketing network. From 2001 to 2002, she served as Vice President of Ford Motor Company, where she was responsible for strategic technology investments including in-vehicle telematics, customer relationship management across all divisions, global vehicle export operations, and Ford Direct, the company’s online sales initiative structured as a joint venture with Ford dealers. From 1996 to 2000, Ms. Francis held several positions with General Motors, including serving as General Manager of the Oldsmobile division overseeing sales, marketing, strategy and product development, as well as Regional Manager of Chevrolet’s Rocky Mountain Region responsible for all dealer operations in eleven states. Ms. Francis holds an MBA from the Harvard Business School and a BA in Economics from Dartmouth College.

Member of the Nominating and Governance Committee
Randy L Ortiz

Randy L. Ortiz joined our board of directors in October of 2017. Mr. Ortiz is a recognized auto industry veteran with more than 30 years of experience. Most recently, Mr. Ortiz served as President and Chief Executive Officer of the LoJack Corporation (NASDAQ:LOJN) from November 2011 until March 2016. Mr. Ortiz also served as the Chief Executive Officer of Carmoza LLC, an auto transport services company, from November 2010 to October 2011, and as a director of Carmoza LLC from April 2010 to October 2011. From 2002 until his retirement in 2010, Mr. Ortiz held a variety of senior executive positions at Ford Motor Company. He served as Executive Director and General Manager of Ford's Worldwide Export Operations from 2002 to 2005, General Manager of Sales for Ford's Customer Service Division in 2006, and General Manager at Ford and Lincoln-Mercury Sales Operations from 2007 until March 2010, and various other management positions from 1982 through 2002.

Audit Committee Compensation Committee Nominating and Governance Committee
Douglas Miller Audit Committee Nominating and Governance Committee
HP Jin
Samuel Chen Audit Committee Nominating and Governance Committee
Ken Xie Compensation Committee Nominating and Governance Committee
Wes Cummins Audit Committee Nominating and Governance Committee
Karen Francis Compensation Committee Nominating and Governance Committee
Randy L Ortiz Audit Committee Compensation Committee
= Chairperson = Member

You can contact Telenav, Inc.'s Board of Directors to provide comments, to report concerns, or to ask a question, at the following address.

Corporate Secretary
Telenav, Inc.
4655 Great America Parkway Suite 300
Santa Clara, CA 95054
United States

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a shareholder, customer, supplier, or other interested party.

Communications are distributed to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Telenav, Inc. Board of Directors has requested that certain items which are unrelated to the duties and responsibilities of the board should be excluded, such as:

  • Product complaints
  • Product inquiries
  • New product suggestions
  • Resumes and other forms of job inquiries
  • Surveys
  • Business solicitations or advertisements

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-management director upon request.