PRSS 2018 Proxy Statement

8 PROPOSAL 1 ELECTION OF DIRECTORS Directors and Nominees At the Annual Meeting, Stockholders will vote to elect two (2) persons to serve as Class III directors for a term of three years expiring at the 2021 Annual Meeting of Stockholders and thereafter until their respective successors shall be duly elected and qualified or until the earlier of their resignation, death or removal. Our bylaws provide for a board of directors consisting of not fewer than five (5) nor more than eight (8) members with the authorized number of directors set from time to time by resolution of the Board. The authorized number of directors is currently set at five (5). The Board is divided into three classes: Class I, Class II and Class III. The members of each class of directors serve staggered three-year terms and the Board is currently composed as follows:  Our Class III directors are Anthony C. Allen and Kenneth T. McBride and their terms will expire at the Annual Meeting.  Our Class I directors are Fred E. Durham, III and Alan B. Howe and their terms will expire at the Annual Meeting of Stockholders to be held in 2019.  Our Class II director is Mary Ann Arico and her term will expire at the Annual Meeting of Stockholders to be held in 2020. The Board, upon the recommendation of the nominating and corporate governance committee, selected Anthony C. Allen and Kenneth T. McBride as nominees for election as Class III directors at the Annual Meeting of Stockholders. Accordingly, stockholders will vote to elect two (2) persons to serve as Class III directors to hold office for a term of three (3) years expiring at the 2021 Annual Meeting of Stockholders and thereafter the proxies given to the proxy holders will be voted or not voted as directed and, if no direction is given, will be voted FOR the two (2) nominees. If any nominee is unable or declines to serve as director at the time of the Annual Meeting of Stockholders, an event not now anticipated, proxies will be voted for any nominee designated by the Board to fill the vacancy. The names of the nominees, which have been nominated by the Board upon the recommendation of the nominating and corporate governance committee, and certain biographical information about the nominees, including the director’s business experience, director positions held currently or at any time during the last five (5) years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee to recommend that the nominee should continue to serve on the Board, are set forth below. Anthony C. Allen has served as a member of the Board since May 2015. Mr. Allen has served as the Chief Financial Officer and Vice President of Sypris Solutions, Inc. (Nasdaq: SYPR) since January 2015, where he had previously been Vice President, Treasurer and Assistant Secretary since December 2004, and held various other financial positions at Sypris and its predecessor since 1986. Sypris Solutions, Inc. is a diversified provider of outsourced services and specialty products based in Louisville, Kentucky. Mr. Allen holds a bachelor’s degree in Business Administration from Eastern Kentucky University and an M.B.A. from Bellarmine University. He is also a certified public accountant in the Commonwealth of Kentucky. We believe that Mr. Allen’s extensive finance experience at a public company and accounting background and qualifications provides valuable insight for the members of the Board. Kenneth T. McBride has served as a member of the Board since May 2015. Mr. McBride has served as the Chief Executive Officer of Stamps.com Inc. since August 2001 and has also been Chairman of the board of directors of Stamps.com since January 2012. Stamps.com is a leading provider of Internet-based mailing postage and shipping software solutions to consumers, small businesses, eCommerce users/shippers, and large enterprises, and large volume shippers. Beginning in 1999, Mr. McBride has held various positions at Stamps.com, as President from 2001 until January 2012, as Chief Financial Officer from August 2000 to January 2004, and as Senior Director and Vice President of Finance from 1999 to 2000. Mr. McBride has also been Chairman of the board of directors of Stamps.com since January 2012. From August 2012 through January 2014, Mr. McBride served on the board of directors of LegalZoom.com, Inc., the leading provider of Internet-based legal services for small businesses and consumers, where he also served as the chairman of the audit committee, and as a member of the compensation committee. Mr. McBride holds a bachelor’s degree, with honors, and a master’s degree, in Electrical Engineering from Stanford University. Mr. McBride also holds an M.B.A. from the Graduate School of Business at Stanford University, and was named the 2014 Ernst & Young Entrepreneur of the Year in Los Angeles. We believe that Mr. McBride’s experience as the chief executive officer of a public internet commerce company, along with his finance background and audit committee experience, provides valuable insight for the members of the Board.