Governance

Sears Hometown and Outlet Corporate Governance

Board of Directors

The Company’s Board of Directors has five members who will serve until the Company’s next Annual Meeting of Stockholders. Here are the current members of the Board of Directors:

David Robbins has been a director of the Company since March 2016. He is engaged in the asset management field, primarily in alternative assets and private equity with an emphasis in healthcare. He served as a director of Bally Technologies, Inc. from July 1994 to September 1997 (and as Chairman of the Board from February 1997 through September 1997), and then rejoined Bally as a director (and Chairman) in December 1997, serving as Chairman through December 2010. From 1984 to 2004 he practiced corporate, securities, and real estate law at several law firms in New York City including Cahill Gordon & Reindel LLP and Kramer Levin Naftalis & Frankel LLP. Mr. Robbins is also a certified public accountant (inactive status) in the state of New York. Since January 2003, Mr. Robbins has co-managed investment funds, with an emphasis in the healthcare field, and in 2005 he was one of the co-founders of Trevi Health Capital, which manages private investments in the healthcare field. He serves on the boards of directors of various private companies in which the Trevi Health Capital funds have invested, and as a trustee or member of a steering committee of various not-for-profit entities, including the McCarton Foundation and the NYU Langone Medical Center Comprehensive Epilepsy Center. Mr. Robbins brings extensive knowledge and expertise regarding business, financial, and legal matters, particularly with respect to the management and allocation of investment capital.

E.J. Bird has been a director of the Company since its October 2012 separation (the “Separation”) from Sears Holdings Corporation, a retailer holding company (“Sears Holdings”), and he serves as the Company’s Chairman of the Board. Since March 2013 he has served as Executive Vice President and Chief Financial Officer of Sears Canada Inc., a retailer. Mr. Bird served as a director of Sears Canada Inc. from May 2006 until September 2013. Prior to his Sears Canada Inc. employment he was a private investor. He is also the President of Overflow Ministries, a not-for-profit organization, and has held this position since October 2003. Mr. Bird served as an analyst for Levine Investments, an investment partnership with public and private investments, from July 2002 to February 2010 and as Chief Financial Officer of ESL Investments, Inc., a hedge fund, from September 1991 to June 2002.

James F. Gooch has been a director of the Company since March 2013. He serves as the Chair of the Audit Committee and as the Chair of the Compensation Committee. From March 2014 until December 2014 he served as Co-Chief Executive Officer and Chief Administrative Officer of DeMoulas Supermarkets, Inc., a retailer. He served as President and Chief Executive Officer of RadioShack Corporation, an electronics retailer, from May 2011 to October 2012, as President and Chief Financial Officer of RadioShack Corporation from January 2011 to May 2011, and as Chief Financial Officer of RadioShack Corporation from August 2006 to January 2011. Earlier in his career he was employed by Helene Curtis (a personal-care and beauty-products company), The Quaker Oats Company (a food-products company), Kmart Corporation (a retailer), and Sears Holdings.

Josephine Linden has been a director of the Company since the Separation. She serves as the Chair of the Nominating and Corporate Governance Committee and as a member of the Audit Committee and the Compensation Committee. She founded and has been the managing member and principal of Linden Global Strategies LLC, a New York-based, SEC-registered investment management firm, since September 2011. From September 2010 to July 2011, she taught as an Adjunct Professor in the Finance Department of Columbia Business School. In November 2008 Mrs. Linden retired from Goldman, Sachs & Co. as a Partner and Managing Director after having been with the firm for more than 25 years, where she held a variety of roles, including Managing Director and Regional Manager of the New York office for Private Wealth Management, head of Global Equities Compliance, and an Advisor to GSJBWere, Australia. She has served as a director of Lands’ End, Inc. since March 2014 and as its Chairman of the Board since October 2014. She is currently a trustee, and serves as chair of the Finance Committee and Treasurer, of Collegiate School in New York, New York and acts as financial advisor to The Prince of Wales Foundation, a not-for-profit organization.

Kevin Longino, was elected to the Board of Directors of the Company on October 13, 2016. He serves on the Board’s Audit Committee and Nominating and Corporate Governance Committee. He was appointed the Chief Executive Officer of the National Kidney Foundation on September 29, 2015 after having served as Interim CEO beginning March 18, 2015. Prior to that Mr. Longino was an entrepreneur and a private investor in several start-up tech companies. From 1987 to 2000, he was an executive with Compaq Computer Corporation. Mr. Longino brings extensive knowledge and expertise with respect to product and business development, mergers and acquisitions, sales operations, corporate strategy, and financial management.

William K. Phelan has been a director of the Company since October 7, 2015. He serves as a member of the Audit Committee and as a member of the Compensation Committee. Since September 2015 he has served as the Senior Associate Executive Director and Chief Financial Officer of the American Bar Association (“ABA”), a voluntary professional membership organization that serves the U.S. legal profession on a national basis. From December 2013 to September 2015 he served as the Chief Financial Officer of the ABA. From August 2011 to December 2013 he was employed by Sears Holdings Corporation as its Senior Vice President, Finance and from 2005 to August 2011 he served in a number of financial positions with Sears Holdings Corporation, including as its Acting Chief Financial Officer from May 2011 to August 2011. He was employed by Sears, Roebuck and Co. from 1992 to 2005 and by Deloitte & Touche from 1985 to 1992. Mr. Phelan is a Certified Public Accountant.

Will Powell has been the Chief Executive Officer and President of the Company and a director since July 1, 2015. From the time of the Separation until July 1, 2015 he served as the Company’s Senior Vice President and Chief Operating Officer. Prior to his employment with the Company he served as Sears Holdings’ Senior Vice President and President, Hometown Stores (at that time a division of Sears Holdings), positions he held from November 2008 to October 2012. From November 2007 until November 2008 Mr. Powell served as Sears Holdings’ Vice President and General Manager, Outlet Stores (at that time a division of Sears Holdings), and from January 2006 to November 2007 he served as Sears Holdings’ Divisional Vice President, Stores/Sales-Dealer Stores. He joined Sears Holdings in August 2003.