The Audit Committee is comprised of three directors, Mr. Reilly, Mr. Beatson and Dr. Jacobs,
each of whom has been determined by the Board of Directors to be independent as discussed above,
and is able to read and understand fundamental financial statements, including the Companys
balance sheet, income statement and cash flow statement. The Board of Directors has determined
that, based on his relevant experience as described above, Mr. Reilly is qualified as the audit
committee financial expert within the meaning of applicable SEC regulations and has the requisite
financial sophistication required by the NASD listing standards. The Audit Committee met a total of
five times during calendar year 2009. The Committee has adopted a written amended and restated
audit committee charter setting out the audit-related functions of the Audit Committee, and the
Committee reviews and reassesses the adequacy of the charter on an annual basis. A copy of the
charter is available on the Companys website at www.pfsweb.com.
The Compensation Committee approves, or in some cases recommends, to the Board, remuneration
and compensation arrangements involving the Companys executive officers and other key employees.
The current members of the Compensation Committee are Messrs. Murray and Reilly, who are
independent as described above. The Compensation Committee also serves as the Stock Option
Committee to administer the Companys employee stock option and purchase plans. The Compensation
Committee has adopted a charter which is available on the Companys website at
www.pfsweb.com. The Compensation Committee and Stock Option Committee met one time during
the calendar year ended December 31, 2009.
During fiscal year 2009, no current director or director nominee attended fewer than 75% of
the aggregate of all meetings of the Board and the committees, if any, upon which such director
served and which were held during the period of time that such person served on the Board or such
Communicating with the Board of Directors
Stockholders wishing to communicate with one or more Directors or the Board as a whole may do
so in a writing addressed to the Director(s) or the Board and sent to the Corporate Secretary,
PFSweb, Inc., 500 North Central Expressway, Suite 500, Plano, TX 75074.
Code of Ethics
The Board has approved a code of business conduct and ethics in accordance with rules of the
SEC and NASD listing standards applicable to all directors, officers and employees, including the
chief executive officer, senior financial officers and the principal accounting officer. The code
is intended to provide guidance to directors and management to assure compliance with law and
promote ethical behavior. Copies of the Companys code of business conduct and ethics may be found
on the Companys website at www.pfsweb.com.
Board Leadership Structure
The Board of Directors believes that the Chief Executive Officer is best situated to serve as
Chairman because he is the director most familiar with the Companys business and industry and most
capable of effectively identifying strategic priorities and leading the discussion and execution of
strategy. The Board believes this provides an efficient and effective leadership model for the
Company. The Board believes that combining the Chairman and Chief Executive Officer roles fosters
clear accountability, effective decision-making and alignment on corporate strategy. To assure
effective independent oversight, all of the other Board members are currently independent directors
who may meet in executive session without management present. In addition, each committee of the
Board is comprised entirely of independent directors. No individual director has been designated as
lead independent director. The Board believes that the combined role of Chairman and Chief
Executive Officer, together with the Board composition of independent directors, is in the best
interest of Company stockholders because it provides the appropriate balance between strategic
development and independent oversight of management.