PRSS 2018 Proxy Statement

11 Board has determined that Mary Ann Arico qualifies as an independent director under Nasdaq rules and the Board has appointed Ms. Arico as our lead independent director. Ms. Arico presides over periodic meetings of our independent directors and oversees the function of the Board and committees, among other responsibilities when the chairman, Fred E. Durham III, an employee director, is unable to participate or is not present in such meetings. Board Committees We have established an audit committee, a compensation committee and a nominating and corporate governance committee. We believe that the composition of the audit committee, compensation committee and nominating and corporate governance committees meets the criteria for independence under, and the functioning of these committees complies with, the applicable requirements of the Sarbanes-Oxley Act of 2002, the current rules of Nasdaq and SEC rules and regulations. We intend to comply with future requirements as they become applicable to us. The Board has approved a charter for each of these committees, which can be found on our website at investor.cafepress.com . Each committee currently has the composition and responsibilities described below. Audit committee Members: Anthony C. Allen, Chairperson Mary Ann Arico Kenneth T. McBride Number of Meetings in 2017: 4 Functions: The audit committee assists the Board in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions, as well as overseeing cybersecurity initiatives and is also directly responsible for approving the services performed by our independent registered public accounting firm and reviewing their reports regarding our accounting practices and systems of internal accounting controls. The audit committee also oversees the audit efforts of our independent registered public accounting firm and takes actions as it deems necessary to satisfy itself that the accountants are independent of management. The audit committee is also responsible for monitoring the integrity of our consolidated financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters. Our former director Roger D. Shannon was a member of our audit committee, and qualified as a financial expert, until his retirement in March 2018. The Board has determined that each member of the audit committee qualifies as an independent member, as defined by Nasdaq rules, and qualifies as a financial expert, as defined by the rules promulgated by the SEC. Compensation committee Members: Mary Ann Arico, Chairperson Alan B. Howe Number of Meetings in 2017: 3 Functions: The compensation committee assists the Board in meeting its responsibilities with regard to oversight and determination of executive compensation and assesses whether the compensation structure establishes appropriate incentives for officers and employees. The compensation committee reviews and makes recommendations to the Board with respect to our major compensation plans, policies and programs. In addition, the compensation committee approves the compensation for our executive officers, establishes and modifies the terms and conditions of employment of our executive officers and administers our stock option plans. Our former director Patrick J. Connolly was a member of the compensation committee until his retirement from the Board on February 12, 2018. Mr. Howe joined the compensation committee upon his appointment to the Board on February 9, 2018 and Roger D. Shannon was a member of the compensation committee from July 25, 2017 until his retirement in March 2018. The Board has determined that each member of the compensation committee qualifies as an independent member, as defined by Nasdaq rules, a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, or the Internal Revenue Code.