CompUSA 2009 Annual Report Download - page 16

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under applicable securities laws and/or stock exchange requirements; information regarding related party transactions with the
Company and/or the stockholder submitting the nomination; any actual or potential conflicts of interest; the nominee's biographical
data, current public and private company affiliations, employment history and qualifications and status as "independent" under
applicable securities laws and stock exchange requirements. Nominees proposed by stockholders will receive the same consideration
as other nominees.
Compensation Committee
The Compensation Committee’ s responsibility is to review and approve corporate goals relevant to the compensation of the Chief
Executive Officer and, after an evaluation of the Chief Executive Officer’ s performance in light of such goals, to set the compensation
of the Chief Executive Officer. The Compensation Committee also approves (a) the annual compensation of the other executive
officers of the Company, (b) the annual compensation of certain subsidiary managers, and (c) all individual stock-based incentive
grants. The Committee is also responsible for reviewing and making periodic recommendations to the Board with respect to the
general compensation, benefits and perquisite policies and practices of the Company including the Company’ s incentive-based and
equity-based compensation plans. The Compensation Committee also prepares an annual report on executive compensation for
inclusion in the annual proxy statement. (See “Compensation Committee Report to Stockholders” below.) The current members of the
Compensation Committee are Robert D. Rosenthal (Chairman), Stacy S. Dick and Marie Adler-Kravecas.
In addition, it is the Compensation Committee’ s responsibility to consider, and work together with the Company’ s Audit
Committee regarding, the Company’ s compensation policies for all its employees in the context of how such policies affect and
promote the Company’ s risk management goals and objectives.
The Compensation Committee Charter was last amended in April 2010. The Compensation Committee Charter is available on the
Company’ s website (www.systemax.com).
Executive Committee
The Executive Committee consists of the Chairman of the Board and any Vice Chairman and such other Directors as may be
named thereto by the Board. The current members of the Executive Committee are Messrs. Richard Leeds, Robert Leeds, Bruce Leeds
and Robert D. Rosenthal, the Lead Independent Director. Among other duties as may be assigned by the Board from time to time, the
Executive Committee is authorized to oversee the operations of the Company, supervise the executive officers of the Company, review
and make recommendations to the Board regarding the strategic direction of the Company and review and make recommendations to
the Board regarding all possible acquisitions or other significant business transactions. The Executive Committee is also authorized to
manage the affairs of the Corporation between meetings of the Board; the Committee has all of the powers of the Board not
inconsistent with any provisions of the Delaware General Corporation Law, the Company’ s Certificate of Incorporation or By-Laws or
other resolutions adopted by the Board, but does not generally exercise such authority.
Board Leadership Structure
As noted above, our Board is currently comprised of three independent Directors and five employee Directors. Richard Leeds has
served as Chairman and Chief Executive Officer since April 1995. Since May 2006 (in connection with adopting various corporate
governance enhancements) our independent directors have designated one of the independent directors as Lead Independent Director.
We believe that the current mix of employee directors and non-employee independent directors that make up our Board, along with the
independent oversight of our Lead Independent Director, benefits the Company and its stockholders.
The Board of Directors believes that Mr. Leeds’ s service as both Chairman of the Board and CEO is in the best interest of the
Company and its shareholders. Mr. Leeds possesses in-depth knowledge of the issues, opportunities and challenges facing the
Company and its businesses and is thus best positioned to develop agendas that ensure that the Board’ s time and attention are focused
on the matters that are most critical to the Company and its stockholders. His combined role has produced decisive leadership, ensures
clear accountability, and enhances the Company’ s ability to communicate its message and strategy clearly and consistently to the
Company’ s stockholders, employees, customers and suppliers, particularly during times of turbulent economic conditions.
The Board believes that the independent directors provide effective oversight of management. Moreover, in addition to feedback
provided during the course of Board meetings, the independent directors have regular executive sessions. Following an executive
session of independent directors, the Lead Independent Director acts as a liaison between the independent directors and the Chairman
regarding any specific feedback or issues, provides the Chairman with input regarding agenda items for Board and Committee