positions he has held since October 2001. From 1999 to 2001, Mr. Willoughby served the
Company as Vice President of E-Commerce. Prior to joining the Company, Mr. Willoughby served as
President and Chief Executive Officer of Design Technologies, Inc., an e-commerce software
development firm from 1994 to 1999. Prior to founding Design Technologies, Inc., Mr. Willoughby
served as President and Chief Executive Officer of Integration Services, Inc., an IT consulting
Cynthia D. Almond, age 40, has served as Vice President Client Services of the Company
since March 2001 and as Secretary of the Company since 2007. From 1999 to 2001, Ms. Almond served
as Director of Account Management. From 1991 to 1999, Ms. Almond served in various marketing,
product management and sales capacities for Daisytek.
Harvey H. Achatz, age 67, has served as Executive Vice President Administration of the
Company since its inception in 1999. Mr. Achatz also served as Secretary of the Company until 2007.
Mr. Achatz previously served as Vice President Administration and Secretary of Daisytek from
1993 and 1984 to 2000, respectively, as Vice President Finance from 1985 to 1993, as Controller
from 1981 to 1985 and as a Director from 1984 to 1990.
Scott R. Talley, age 43, has served as Vice President International Distribution for the
Company since its inception in 1999. Mr. Talley previously served in various capacities for
Daisytek since 1991, most recently as Vice President Distribution. Mr. Talley received a
Bachelor of Business Administration degree from the University of North Texas and a Masters of
Business Administration degree from New York Institute of Technology.
Bruce E. McClung, age 70, has served as Vice President Sales of the Company since October
2001. From 1999 to 2001, Mr. McClung served in various marketing and sales capacities for the
Company. From 1995 to 1998, Mr. McClung served in various capacities for Daisytek. Mr. McClung
has spent more than 25 years in sales, marketing and management roles in systems and solutions
organizations, including Daisytek, IBM, Boeing and Perdata.
David B. Reese, age 45, has served as Vice President Business Solutions of the Company since
November 2004. From 2000 to 2004, Mr. Reese served as Director of Implementation Services for the
Company. Mr. Reese was Director of European Operations from January 1999 to May 2000. From 1995 to
1998, Mr. Reese served in various capacities for Daisytek. Previously Mr. Reese was Vice President
of Operations for a 3PL company and operated several intermodel and distribution facilities.
Gibson T. Dawson, age 42, has served as Vice President Corporate Controller of the Company
since May 2007. From 1998 to 2007, Mr. Dawson served as Corporate Controller for PFSweb. Prior to
joining the Company, Mr. Dawson was controller for a recorded-music distribution company and prior
to that spent more than 8 years with KPMG LLP in the assurance services practice.
Meetings and Committees of the Board
The Board of Directors met a total of seven times during the calendar year ended December 31,
2007. The Board of Directors has determined that, other than Mr. Layton, each director is
independent within the meaning of applicable Securities and Exchange Commission (SEC) rules and
NASD listing standards. The independent directors are able to and generally meet in executive
session without the Companys management at each regularly scheduled Board meeting.
The Board of Directors does not have a policy regarding director attendance at the annual
meeting of stockholders, and no director attended the 2007 annual meeting other than Mr. Layton.
The Board of Directors currently has standing Nominating, Audit, Compensation, and Stock
The Nominating Committee is responsible for identifying and evaluating individuals qualified
to become Board members and recommending to the Board candidates to stand for election or
re-election as directors. The Committee will consider candidates at the recommendation of existing
Board members, Company management, search firms or other consultants, or stockholders. Stockholders
wishing to recommend director candidates to the Board may do so by writing to