Build-A-Bear Workshop 2014 Annual Report Download - page 43

In our opinion, Build-A-Bear Workshop, Inc. and subsidiaries,
maintained, in all material respects, eective internal control over
financial reporting as of January 3, 2015, based on the COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Build-A-Bear Workshop, Inc. and
subsidiaries as of January 3, 2015 and December 28, 2013, and the
related consolidated statements of operations, comprehensive
income (loss), stockholders’ equity, and cash flows for each of the
three years in the period ended January 3, 2015, and our report dated
March 19, 2015, expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
St. Louis, Missouri
March 19, 2015
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Information concerning directors, appearing under the caption
“Directors”, “The Board of Directors and its Committees”, “Committee
Charters, Corporate Governance Guidelines, Business Conduct
Policy and Code of Ethics” and “Section 16(a) Beneficial Ownership
Reporting Compliance” in our Proxy Statement (the “Proxy
Statement”) to be filed with the SEC in connection with our Annual
Meeting of Shareholders scheduled to be held on May 14, 2015 is
incorporated by reference in response to this Item 10.
Business Conduct Policy
The Board of Directors has adopted a Business Conduct Policy
applicable to our directors, ocers and employees, including all
executive ocers. The Business Conduct Policy has been posted in
the Investor Relations section of our corporate website at http://
ir.buildabear.com. We intend to satisfy the amendment and waiver
disclosure requirements under applicable securities regulations by
posting any amendments of, or waivers to, the Business Conduct
Policy on our website.
The information appearing under the caption “Committee Charters,
Corporate Governance Guidelines, Business Conduct Policy and
Code of Ethics” in the Proxy Statement is incorporated by reference in
response to this Item 10.
Executive Ocers and Key Employees
Sharon Price John, 51, was appointed to the Board of Directors on
June 3, 2013 in connection with her employment as Chief Executive
Ocer and Chief President Bear of the Company after being
recommended to our Board by a third-party search firm. From
January 2010 through May 2013, Ms. John served as President of
Stride Rite Children’s Group LLC, a division of Wolverine World
Wide, Inc., which designs and markets footwear for children. From
2002 through 2009, she held positions of broadened portfolio and
increased responsibility at Hasbro, Inc., a multinational toy and
board game company, including as General Manager & Senior Vice
President of its U.S. Toy Division from 2006 to 2008 and General
Manager & Senior Vice President of its Global Preschool unit from
June 2008 through 2009. Ms. John also founded and served as Chief
Executive Ocer of Checkerboard Toys, served as Vice President,
U.S. Toy Division with VTech Industries, Inc., and served in a range of
roles at Mattel, Inc. She started her career in advertising, overseeing
accounts such as Hershey’s and the Snickers/M&M Mars business.
Ms. John serves on the Board of Directors of Jack in the Box Inc., a
publicly traded restaurant company.
Gina Collins, 42, joined Build-A-Bear Workshop in January 2014
as Chief Marketing Ocer and Brand Bear. Prior to joining the
Company, Ms. Collins was at The Coca-Cola Company from
December 2001 to January 2014 in various senior leadership roles
of increasing responsibility, including Area Vice President, North
America, Entertainment Marketing from April 2012 to January 2014,
Group Director, North America, Strategic Marketing from April 2010
to March 2012, and Global Director, Media and Interactive Marketing
Procurement from January 2008 to March 2010. Before joining The
Coca-Cola Company, Ms. Collins was a Principal/Senior Analyst at
American Management Systems (CapGemini).
Eric Fencl, 52, joined Build-A-Bear Workshop in July 2008 as
Chief Bearrister—General Counsel. In March 2009, he assumed
responsibility for international franchising and human resources.
Eective October 2015 he now holds the title of Chief Administrative
Ocer, General Counsel and Secretary, responsible for legal, real
estate and construction. Prior to joining the Company, Mr. Fencl
was Executive Vice President, General Counsel and Secretary
for Outsourcing Solutions Inc., a national accounts receivable
management firm from August 1998 to June 2008. From September
1990 to August 1998, he held legal positions for Monsanto Company,
McDonnell Douglas Corporation and Bryan Cave LLP. Mr. Fencl
began his career in 1984 as an auditor with Arthur Young & Company.
BUILD-A-BEAR WORKSHOP, INC. 2014 ANNUAL REPORT 31