CompUSA 2008 Annual Report Download - page 11

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KL2 2600873.8
in 2001; and a Managing Partner of PricewaterhouseCoopers LLP with responsibility for its Technology, Information,
Communications, Media and Entertainment industry practice in the Midwestern United States from 1998 until 2000 (and held other
positions at that firm from 1982 until 2000). He received his B.S. degree summa cum laude in Business Administration in 1982 and his
M.B.A. in 1987 from San Diego State University and received his Certified Public Accountant license in California in 1984.
Robert D. Rosenthal has served as a Director of the Company since July 1995. He has been the lead independent director since
October 2006. Mr. Rosenthal is Chairman and Chief Executive Officer of First Long Island Investors LLC, which he co-founded in
1983. Mr. Rosenthal is a 1971 cum laude graduate of Boston University and a 1974 graduate of Hofstra University Law School.
Stacy S. Dick has served as a Director of the Company since November 1995. Mr. Dick became a Managing Director of
Rothschild Inc. in January 2004 and has served as an executive of other entities controlled by Rothschild family interests since March
2001. Mr. Dick graduated from Harvard University with an A.B. degree magna cum laude in 1978 and a Ph.D. in Business Economics
in 1983. He has served as an adjunct professor of finance at the Stern School of Business (NYU) since 2004.
Marie Adler-Kravecas joined Myron Corporation, an international, business-to-business direct marketing company, in 1984 and
served as President from 1999 to 2004. In 2005, Ms. Adler-Kravecas founded Wellconnected, LLC, a consumer direct marketing
company which was sold in 2008. Ms. Adler-Kravecas is currently retired. Ms. Adler-Kravecas received a B.S. degree in Marketing
and Business Administration from George Washington University in 1981. She has been a member of the Young President’ s
Organization since 2003 and The Executive Group from 2004 to 2008. Ms. Adler-Kravecas has been on the Board of the Children’ s
Aid and Family Service since 2004.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL THE
DIRECTOR NOMINEES, WHICH IS DESIGNATED AS PROPOSAL NO. 1.
CORPORATE GOVERNANCE
Independence of Directors
In connection with its annual review of director independence, the Board has determined that each of the following Directors or
nominees of the Company meets the standards for independence required by the New York Stock Exchange and SEC rules: Robert D.
Rosenthal, Stacy S. Dick and Marie Adler-Kravecas. In addition, Ann Leven met the standards for independence in 2008. The Board
made this determination based on (a) the absence of any of the express disqualifying criteria relating to director independence set forth
in Section 303A of the Corporate Governance Rules of the New York Stock Exchange and (b) the criteria for independence required of
audit committee directors by Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, which we refer to as the
Exchange Act.
As a “controlled company,” the Company is exempt from the New York Stock Exchange requirement that listed companies have a
majority of independent directors. A “controlled company” is defined by the New York Stock Exchange as a company of which more
than 50% of the voting power is held by an individual, group or other company. The Company is a “controlled company” in that more
than 50% of the voting stock of the Company, in the aggregate, is owned by certain members of the Leeds family (including Richard
Leeds, Robert Leeds and Bruce Leeds, each of whom is an officer and Director of the Company) and certain Leeds’ family trusts
(collectively, the “Leeds Group”). The members of the Leeds Group have entered into a Stockholders Agreement with respect to
certain Shares they each own. See “Transactions With Related Persons” below.
Meetings of Non-Management Directors
The New York Stock Exchange requires the “non-management directors” of a NYSE-listed company to meet at regularly
scheduled executive sessions without management and to disclose in their annual proxy statements (1) the name of the non-
management director who is chosen to preside at all regularly-scheduled executive sessions of the non-management members of the
board of directors and (2) a method for interested parties to communicate directly with the presiding director or with the non-
management directors as a group. The Board’ s non-management directors meet separately in executive sessions, chaired by the Lead
Independent Director (currently Robert D. Rosenthal), at least quarterly.