Big Lots 2014 Annual Report Download - page 19

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compensation committee. The Board believes that Ms. Schoppert’s qualification as an “audit committee financial
expert,” as defined by applicable SEC Rules, her vast experience in brand development and management, and her
significant financial leadership and expertise with respect to the oversight of financial reporting and disclosure for
public companies, make her well suited to serve on the Board.
Russell E. Solt is the former Director of Investor Relations of West Marine, Inc. (boating supplies and accessories
specialty retailer) where he also previously served as the Executive Vice President and Chief Financial Officer.
Additionally, Mr. Solt previously served as the Chief Financial Officer of Venture Stores, Inc. (discount retailer)
and Williams-Sonoma, Inc. (home furnishing and cookware specialty retailer). Mr. Solt’s experience as a certified
public accountant and as the Chief Financial Officer of other publicly-traded retailers, his background in investor
relations and his qualification as an “audit committee financial expert,” as defined by applicable SEC Rules, makes
him well-suited to continue serving on the Board.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEE
LISTED ABOVE.
GOVERNANCE
Board Leadership and Independent Chairman of the Board
The Board is currently comprised of Mr. Berger, Mr. Campisi, Mr. Chambers, Peter J. Hayes, Brenda J. Lauderback,
Mr. Mallott, Mr. Solt, James R. Tener and Dennis B. Tishkoff. Other than Mr. Campisi, our CEO and President, each
of the other director nominees are or, if elected, would be independent (as defined by the applicable NYSE rules),
non-employee directors (“non-employee directors”). Mr. Mallott, an independent director, serves as Chairman of
the Board (“Chairman”). The Board believes it should have the flexibility to establish a leadership structure that
works best for us at a particular time, and it reviews that structure from time to time, including in the context of a
change in leadership. The Chairman plans the agendas for meetings of the Board, chairs the Board meetings, and
is responsible for briefing our CEO, as needed, concerning executive sessions of the independent members of the
Board. The Chairman also determines when additional meetings of the Board are needed. Additionally, the Chairman
communicates informally with other directors between meetings of the Board, to foster free and open dialogue
among directors.
Board Meetings in Fiscal 2014
The Board held six meetings during fiscal 2014. During fiscal 2014, each director attended at least 75% of the
aggregate of the total number of meetings of the Board and the committees on which he or she served (in each case,
held during the periods that he or she served). It is our policy that each director nominee standing for election be
present at the annual meeting of shareholders. Each director nominee who is currently a director attended the 2014
annual meeting of shareholders.
Role of the Board’s Committees
The Board has standing Audit, Compensation and Nominating / Corporate Governance Committees. Each
committee reports its activities to the Board.
Audit Committee
The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibility with
respect to:
(1) the integrity of the financial reports and other financial information provided by us to our shareholders
and others;
(2) our compliance with legal and regulatory requirements;
(3) the engagement of our independent registered public accounting firm and the evaluation of the firm’s
qualifications, independence and performance;
(4) the performance of our system of internal controls;