Bruce E. McClung, age 72, 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 47, 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 International. Previously Mr. Reese was
Vice President of Operations for a 3PL company, and also served as General Manager for several
intermodel and distribution facilities.
Gibson T. Dawson, age 44, 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 six times during the calendar year ended December 31,
2009. 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 2009 annual meeting other than Mr. Layton.
The Board of Directors currently has standing Nominating, Audit, Compensation, and
Stock Option Committees.
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 the Committee in care
of the Corporate Secretary at the Companys executive office, 500 North Central Expressway, Plano,
TX 75074. At a minimum, director candidates should have demonstrated achievement in their
particular field of endeavor, significant business or other management experience that would be of
value to the Company, integrity and high ethical standards, good communication and leadership
skills, and the ability and willingness to commit adequate time and attention to carry out their
Board duties effectively. The Committee will evaluate candidates through background and reference
checks, interviews and an analysis of each candidates qualifications and attributes in light of
the current composition of the Board and the Companys leadership needs at the time. The Nominating
Committee does not have a formal policy with regard to the consideration of diversity in
identifying director nominees, but the Committee strives to nominate directors with a variety of
complementary skills so that, as a group, the Board will possess the appropriate talent, skills,
experience and expertise to oversee the Companys business. The Committee has not retained outside
consultants to assist the Committee in identifying or evaluating candidates, although the Committee
is authorized to do so if it deems it appropriate under the circumstances. The members of the
Nominating Committee are Timothy M. Murray and Dr. Neil W. Jacobs, each of whom has been determined
to be independent as discussed above. The Nominating Committee has adopted a charter which is
available on the Companys website at www.pfsweb.com (the contents of the website are not
incorporated in this Proxy Statement by reference). The Nominating Committee met one time during
the calendar year ended December 31, 2009.
The Audit Committee is established for the purpose of overseeing the Companys accounting and
financial reporting processes and audits of the Companys financial statements. The Audit Committee
is established to assist the Board in fulfilling its oversight responsibilities by reviewing and
reporting to the Board on the integrity of the financial reports and other financial information
provided by the Company to its stockholders. The Audit Committee is directly responsible for the
appointment, compensation, retention and oversight of the work of any independent auditor employed
by the Company (including resolution of disagreements between management and the auditor regarding
financial reporting) for the purpose of preparing or issuing an audit report or related work or
performing other audit, review or attest services for the Company. The Companys auditors report
directly to the Audit Committee.