Item 10 —
Directors,
Executive Officers and Corporate Governance
Directors
The name, ages and business
experience of each person who serves as a director of the Company is set forth below. Each director serves until his or her successor
is appointed or elected, or until his or her earlier resignation or removal. There are no family relationships between any of
the directors and/or executive officers of the Company.
Christopher Baker — Chairman.
Mr. Baker (age 61) served as Chairman of DollarDays International, Inc. (“DollarDays”), a wholly owned subsidiary
and the primary operating entity of the Company from October 2001 to March 2007 and was appointed to the Board in June 2008. He
was appointed as the Chairman of the Board in 2010 following the passing of Peter Engel, the Company’s former Chairman and
Chief Executive Officer. From 2003 through the present date, Mr. Baker has served as managing partner of C.P. Baker & Company.
Mr. Baker founded C.P. Baker & Company in 1990 after working as a derivatives sales trader for companies such as Donaldson,
Lufkin and Jenrette and Goldman Sachs. At C.P. Baker & Company, Mr. Baker started, built and invested in companies spanning
a wide range of industries, including nutrition, wholesale e-commerce, retail, marketing, education, consumer health and entertainment.
Mr. Baker is an employee and registered representative of C.P. Baker Securities, Inc., a registered broker-dealer and FINRA member.
Mr. Baker received a Bachelor of Arts from Tufts University in 1974 and received his Masters in Business Administration from Harvard
Business School in 1978.
Specific Qualifications:
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Business leadership experience
as our Chairman since 2010 and director since 2008.
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Large stockholder with a significant
investment in the Company.
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Marc Joseph — Director,
Chief Executive Officer. Mr. Joseph (age 61) has been President of DollarDays since its inception in 1999, and was appointed as
a Director and Chief Executive Officer of the Company in 2010 following the passing of Mr. Engel. From 1997 to 2002, Mr. Joseph
founded and built Rebs Corporation into an 11 store chain of hair salons, which he ultimately sold. Prior to Rebs Corporation,
Mr. Joseph held several progressive executive positions in retailing and discount merchandising. He holds a degree in Business
Administration from Miami University.
Specific Qualifications:
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Operational experience as
our Chief Executive officer since 2010.
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Experience as President of
Dollar Days International since 1999.
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Vincent
Pino — Director. Mr. Pino (age 67) was appointed a director of Insignia
Solutions plc
(a predecessor to DollarDays) in October 1998. Mr. Pino is an advisor to and investor in Acropolis Apparel, a privately-held clothing
company. In 2003 he co-founded Center Pointe Sleep Associates, LLC, a privately held developer and operator of independent diagnostic
sleep labs, and served as its Chairman until its sale. From February 1998 until his retirement in November 2000, he served as
President of Alliance Imaging, a provider of diagnostic imaging and therapeutic services. Mr. Pino began his association with
Alliance Imaging in 1988 as Chief Financial Officer. From 1991 through 1993, Mr. Pino held the position of Executive Vice President
and Chief Financial Officer of Alliance Imaging. Mr. Pino served in various executive capacities including Assistant Treasurer,
Corporate Controller, Vice-President of Strategic Development and Executive Vice-President of the Petroleum Services Division
from 1974 to 1986 with Petrolane, Inc., a diversified world-wide provider of LP-gas distribution, petroleum services to the oil
and gas industry and consumer products. Mr. Pino received an MBA and a B.S. degree in finance from the University of Southern
California in 1972 and 1970, respectively.
Specific Qualifications:
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Previous history on the Company’s
Board of Directors.
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Knowledge of past and current
business strategies.
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Finance and accounting expertise
qualifying him to serve as the chair of our Audit Committee.
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Justiniano Gomes — Director.
Justiniano Gomes (age 35) is currently controller at Amorim Holding Financeira, a Portuguese investment company. He joined the
Amorim Group of companies in October 2008. From January 2003 through September 2008, Mr. Gomes worked at Sociedade Portuguesa
de Inovacão, as Chief Financial Manager. In this role, Mr. Gomes provided consultancy, training and research and development
regarding budgetary control, consolidation and assessment of representative officials. Since January 2006, Mr. Gomes has been
an accounting manager responsible for accounting and budgetary control for Debaixo D’Olho, Serviços Culturais, Lda,
a company primarily dedicated to photography and web design services. Since January 2006, Mr. Gomes has been an accounting manager
responsible for accounting and budgetary control for Accive Insurance — Maia, an insurance company. Since January
2006, Mr. Gomes has been a partner accounting manager responsible for strategic development and accounting budgetary controls
for BlueStains, Concepão e Comercialização de Artigos Temáticos, Lda, a company that develops innovative
concepts for cultural products, such as t-shirts. From January 2005 until December 2008, Mr. Gomes worked as an accounting manager
responsible for accounting budgetary control for Cores Livres, Obras de Arte e Molduras, Unipessoal, Lda. From January 2004 until
December 2005, Mr. Gomes worked as an accounting manager responsible for accounting budgetary control for Rial & Ponte, Lda.
Mr. Gomes received a Master of Science, specializing in Finance, in 2009, and a degree in Economics in 2002 from University of
Porto.
Specific Qualifications:
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Representative of a large
stockholder with a significant investment in the Company.
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Significant accounting and
financial expertise (qualifying him to serve on our Audit Committee).
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Eric Best — Director.
Mr. Best (age 43) is a veteran entrepreneur and experienced manager of strategy, people, and process. He is currently Chairman
and CEO of Mercent Corporation. In addition, Mr. Best serves as chair of Seattle-based Morse Best Innovation, a technical marketing
agency serving clients such as Microsoft, Lexmark, and WRQ, and as director of Bellevue-based ITEX, a technology company that
provides a business-to-business payment system for non-cash transactions. Previously, Mr. Best founded MindCorps in 1996, and
created a profitable, high-growth software consultancy that served the Internet and Fortune 500 markets before its acquisition
by Amazon.com. With Amazon, Mr. Best managed business development for the Amazon.com Commerce Network, working on the deal team
for Amazon’s first major brick-and-mortar partnership. Mr. Best founded the software product firm Emercis Corporation in
1998 to provide e-commerce infrastructure tools to enterprise businesses. Emercis was subsequently acquired by Impressa, Inc.
in 2000. Serving as director of Ubarter.com, Mr. Best also helped facilitate the sale of the business to Network Commerce in 2000
for $45 million. Mr. Best is a graduate of Seattle Pacific University and a member of the SPU Entrepreneurial Studies Council
and Society of Fellows.
Specific Qualifications:
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Extensive business experience
in various executive and board level roles.
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Extensive business experience
with business development and growth.
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Byron L. (Bud) Bergren — Director.
Mr. Bergren (age 67) is currently Chairman of the Board of Directors of The Bon-Ton Stores, Inc. (NASDAQ: BONT) and served as
President, Chief Executive Officer and Director of The Bon-Ton Stores, Inc. from August 2004 until his retirement in February
2012. Previously, he joined The Bon-Ton Stores, Inc. as Vice Chairman in November 2003 and served as President and Chief Executive
Officer of The Elder-Beerman Stores Corp. from February 2002 until August 2004. Prior to joining Elder-Beerman, Mr. Bergren served
in various positions with Belk Stores, Inc., including as Chairman of a division. Mr. Bergren is a 1971 graduate of St. Cloud
State University and holds a Bachelor’s Degree in Business Management.
Specific Qualifications:
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Experience as President and
Chief Executive Officer and in other executive leadership capacities in the department
store industry.
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Expertise in strategic planning,
business expansion, merchandising, marketing, financing and corporate governance.
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Paul Klapper — Director.
Mr. Klapper (age 75) is currently employed at Clydesdale Ventures, LLC. He helped launch Clydesdale Partners I, LLC in 2005. Mr.
Klapper has been involved with a significant number of properties in San Francisco, Boston, Houston and other cities. He was responsible
for the start-up funding and initial expansion capital of Pasqua Coffees of San Francisco. Most recently, Mr. Klapper and his
affiliated companies have been involved as principals and advisors for the purchase of approximately $500 million in institutionally
owned properties and companies. In 1997, he led an investment group in Applied Underwriters Inc. and served as an Advisor to the
company until it was sold to Berkshire Hathaway in 2007. In 1999, Mr. Klapper formalized his first venture fund, “PFK Acquisition
Company I, LLC”, at the suggestion of his investing partners. He organized his second fund in 2000 and his third fund, and
the first of the Clydesdale family of funds, in 2005. Mr. Klapper has an extensive entrepreneurial background in travel and real
estate development and investments. He serves as a Member of the Advisory Board of Java Detour, Inc. He began focusing exclusively
on venture capital and private equity investing in 1994 when he and his investment partners acquired A&W Restaurants where
he served as the Chairman and Board Member. Mr. Klapper served as a Director of Yorkshire Global Restaurants.
Specific Qualifications:
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Extensive business experience
in various executive and board level roles.
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Expertise in capital formation,
oversight and entrepreneurial activities
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Board Leadership Structure
Our Company is led by Mr. Baker,
who has served as Chairman of the Board since 2010. We believe that having Mr. Baker act in this role is most appropriate for
the Company at this time because it provides the Board with consistent and efficient leadership. Marc Joseph has served as the
Company’s Chief Executive Officer since 2010. Mr. Joseph increases the timeliness and effectiveness of the Board’s
deliberations, increases the Board’s visibility into the day-to-day operations of the Company, and ensures the consistent
implementation of the Company’s strategies.
Board’s Role in Risk
Oversight
The Board as a whole has responsibility
for risk oversight. The oversight responsibility of the Board and its audit and compensation committees is enabled by management
reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of
critical risks. These areas of focus include strategic, operational, financial reporting, succession, compensation, compliance,
and other risks. The audit committee is tasked with oversight of financial and reporting and compliance risks and the compensation
committee is tasked with oversight of compensation risks, while the Board as a whole oversees all other risks.
Board Committees
The Board has an Audit Committee
and a Compensation Committee, each of which is a standing committee of the Board.
Audit Committee
. The
Company has established an Audit Committee and is charged with assisting and representing the Board in fulfilling its oversight
responsibilities with respect to (i) assessing the integrity of the financial statements of the Company, (ii) our Company’s
compliance with legal and regulatory requirements, (iii) assessing the qualifications, independence and performance or our independent
public accountants, (iv) accessing our Company’s financial risks, and (v) performing our Company’s internal audit
function. The Audit Committee’s current members are Mr. Pino (Chairman) and Mr. Gomes. Each member of the committee satisfies
the independence standards specified in Section 803(B) of the NYSE MKT Company Guide and the related rules of the Securities and
Exchange Commission (the “SEC”), and each member of the committee has been determined by the Board to be “financially
literate” with accounting or related financial management experience. The Board has also determined that Mr. Pino is an
“audit committee financial expert” as defined under SEC rules and regulations. The Board has adopted a charter for
the Audit Committee, a copy of which is posted on our website at
www.americassuppliers.com
. The Audit Committee did not
meet separately during fiscal 2013.
Compensation Committee
. The
purpose of the Compensation Committee is to (i) discharge the Board’s responsibilities relating to compensation of the Company’s
directors and executives, (ii) produce an annual report on executive compensation for inclusion in the Company’s proxy statement,
as necessary, and (iii) oversee and advise the Board on the adoption of policies that govern the Company’s compensation
programs, including stock and benefit plans. Mr. Baker (Chairman), Mr. Pino, Mr. Gomes and Mr. Best currently serve on the Compensation
Committee. Mr. Pino, Mr. Gomes and Mr. Best each satisfy the independence standards specified in Section 803(A) of the NYSE MKT
Company Guide. The Board has adopted a charter for the Compensation Committee, a copy of which is posted on our website at
www.americassuppliers.com
.
The Compensation Committee did not meet separately during fiscal 2013.
Compensation Committee Processes
and Procedures.
In assessing the compensation plans for executive officers and key employees, the Compensation
Committee considers total compensation opportunities, both short- and long-term, while at the same time focusing on the Company’s
short- and long-term objectives.
Nominations of Directors
The Board does not have a standing
nominating committee. When necessary, the Board as a whole performs functions equivalent to that of a nominating committee. In
that capacity, the Board has no charter. For this reason the Board, (i) has no policy with regard to the nomination of candidates
recommended by security holders; (ii) has developed no specific minimum qualifications that it believes must be met by a Board-recommended
nominee for a position on the Board; (iii) has developed no specific qualities or skills that it believes are necessary for a
member of the Board to possess; (iv) has no specific process for identifying and evaluating nominees for director and (v) does
not have a policy with regard to the consideration of diversity in identifying director nominees.
Executive Officers
During the 2013 fiscal year
the executive officers of the Company were as follows:
Name
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Age
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Office(s)
Held
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Marc Joseph
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61
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Director, Chief Executive Officer
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Michael Moore
Jeffrey Dorsey
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61
34
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Chief Financial Officer
(1)
Vice President of Finance
and Operations and Chief Financial Officer
(2)
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(1)
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Mr. Moore ceased serving as the Company’s Chief
Financial Officer in July 2013.
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(2)
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Mr. Dorsey
was appointed as Vice President of Finance and Operations in July 2013 and was appointed
Chief Financial Officer in June 2014.
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Marc Joseph
— Please
refer to Mr. Joseph’s biographical information included under the subheading
Directors
on
page 4.
Michael Moore
— Former
Chief Financial Officer. Mr. Moore joined DollarDays in March 2007 as Controller and was promoted to Chief Financial Officer in
late 2007. From 1999 to 2007, he was employed by the Safeway Corporation, holding several positions in finance and operations,
most recently as Controller of Safeway’s Arizona ice cream facility. Prior to joining Safeway, Mr. Moore served as CFO of
Vita Bran, a privately held pet food manufacturer. Mr. Moore holds a Bachelor of Science degree in Business with an emphasis in
Accounting in 1983 from the University of the Pacific. Mr. Moore served as the Company’s Chief Financial Officer until July
26, 2013.
Jeffrey Dorsey
— Chief Financial Officer.
Mr. Dorsey joined DollarDays in July of 2013. Mr. Dorsey was initially appointed as the Company’s Vice President of Finance
and Operations. In June 2014, Mr. Dorsey was appointed as Chief Financial Officer. From 2006 to 2012 he was employed by Cardinal
Health, Inc., most recently as a Finance Director with responsibility for the financial planning and analysis and accounting oversight
functions of the division. Prior to joining Cardinal Health, Mr. Dorsey worked for L Brands, a specialty retailer and PricewaterhouseCoopers
as an auditor. Mr. Dorsey received his Bachelors of Science in Business Administration with a double major in Accounting and Finance
in 2000 from Miami University in Oxford, OH
.
Involvement in Certain Legal Proceedings
During the past ten years none of the
persons serving as executive officers and/or directors of the Company has been the subject matter of any of the following legal
proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K including: (a) any bankruptcy petition
filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time; (b) any criminal convictions; (c) any order, judgment, or decree permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
(d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law, any law or
regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud;
or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity.
Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive
officer.
Section 16(a) Beneficial
Ownership Reporting Compliance
Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires the Company’s directors and officers, and persons who own more than 10% of the
Company’s common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons
are required by the SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file. The
Company is aware that Mr. Baker did not timely file From 4s to reflect a series of transactions occurring from September 2012
through November 2013. Mr. Dorsey did not file a Form 3 upon being appointed as an executive officer and did not file a Form 4
reporting an option granted on July 25, 2013 or June 2, 2014.