PRSS 2018 Proxy Statement
9 Vote Required The two (2) nominees for Class III director receiving the highest number of affirmative votes will be elected as Class III directors. However, if the majority of the votes cast for a director are marked “withheld” and notwithstanding the valid election of such director, our bylaws provide that such director will voluntarily tender his or her resignation for the Board’s consideration. If such director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill the resulting vacancy in accordance with our bylaws and taking into account the recommendation of the nominating and corporate governance committee. Unless marked to the contrary, proxies received will be voted “FOR” the nominees. The Board recommends a vote FOR the election of the nominees set forth above as Class III directors of CafePress. EXECUTIVE OFFICERS AND DIRECTORS The following table shows information about our executive officers and directors as of March 12, 2018, and information regarding the Board’s existing committee membership: Name Age Position Fred E. Durham, III 47 Chief Executive Officer, Co-Founder and Chairman Phillip L. Milliner 42 Chief Financial Officer Ekumene M. Lysonge 41 VP, General Counsel & Secretary Anthony C. Allen (1)(4) 59 Director Mary Ann Arico (1)(2)(3)(4)(5) 62 Director Kenneth T. McBride (1)(4) 50 Director Alan B. Howe (2)(3) 57 Director (1) Member of the audit committee (2) Member of the compensation committee (3) Member of the nominating and corporate governance committee (4) Determined by the Board to be an “audit committee financial expert” as defined by SEC rules (5) Lead independent director The following presents biographical information for each of our executive officers and continuing directors listed above in the table, other than the nominees whose information is on page 8. With respect to our continuing directors, the biographical information includes 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 director should serve on the Board. There are no family relationships among any of our directors, nominees for director or executive officers. Fred E. Durham, III is our Chairman and Chief Executive Officer, a Co-Founder and a Director, and from April 2011 through December 2011, was our Chief Product Officer. Mr. Durham has served as a member of the Board since August 1999 and was appointed Chairman in April 2015. He has also served as our Chief Executive Officer since August 3, 2014, a position he previously held from August 1999 to April 2011. Mr. Durham served as our Strategic Research Director from January 2012 through March 2013. Mr. Durham received a B.A. in political science from Northwestern University. Mr. Durham’s extensive experience in the e-commerce industry and perspective as our Chief Executive Officer and co-founder provide valuable insight for the members of the Board. Phillip L. Milliner has served as the Chief Financial Officer of CafePress since August 2016. Prior to joining CafePress, Mr. Milliner served as Vice President, Finance at Churchill Downs Incorporated (“CDI”) from December 2010 through August 2016, and as Controller at CDI from December 2004 to December 2010. Prior to that, Mr. Milliner held financial leadership and advisory roles at Ventas, Inc., a real estate investment trust, from February 2004 through December 2004 and PricewaterhouseCoopers from January 1997 through February 2004. Mr. Milliner earned a B.A. in Accounting from Bellarmine College. Ekumene M. Lysonge has served as the Vice President, General Counsel & Secretary of CafePress since November 2015. Prior to joining CafePress, Mr. Lysonge served as Vice President, Legal Affairs and Assistant Secretary for CDI, a premier racing, gaming and entertainment company from January 2010 to November 2015. Prior to joining CDI, he served as Vice President & Counsel for the Pedcor Companies (“Pedcor”), a developer of market rate and affordable housing communities in the midwestern United States from April 2006 to December 2009. Mr. Lysonge joined Pedcor after serving as a staff attorney with the Simon Property Group (“SPG”), a
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