BOARD OF DIRECTORS
Our bylaws provide that the number of members of our board of directors shall be determined by our board from time to time. The number of
members of our board is currently ten and is divided into three classes with staggered three-year terms.
Unless otherwise
specified in the proxy, the shares voted pursuant thereto will be cast for each of Mr. Kaufman, Mr. Lathi, Mr. Markee and Mr. Vellios. If, for any reason, at the time of election any of the nominees named should decline or be
unable to accept his or her nomination or election, it is intended that such proxy will be voted for a substitute nominee, who would be recommended by our board of directors. Our board of directors, however, has no reason to believe that any of the
nominees will be unable to serve as a director.
The following biographical information is furnished as to each nominee for
election as a director and each of the current directors.
Nominees for Election to the Board of Directors for a Three-Year Term Expiring
at the 2021 Annual Meeting
Daniel J. Kaufman
. Mr. Kaufman, 58, has served as a director since December
2015. Mr. Kaufman is currently the Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary of GameStop Corp., or GameStop, a global, multichannel video game, consumer electronics and wireless services retailer.
He joined GameStop in 2005 and, until February 2016, served as Senior Vice President, General Counsel and Corporate Secretary. Prior to joining GameStop, Mr. Kaufman was at Electronics Boutique Holdings Corp. from January 2002, where he was
serving as Senior Vice President, General Counsel and Corporate Secretary at the time of its acquisition by GameStop. In addition to his responsibilities at GameStop, Mr. Kaufman previously served as a director of the Entertainment Merchants
Association, a trade organization. Mr. Kaufmans extensive experience in the retail industry led to the conclusion that he should serve as a director of Five Below.
Dinesh S. Lathi
. Mr. Lathi, 47, has served as a director since March 2018. Mr. Lathi currently serves as
Non-Executive
Chairman of Tailored
Brands, Inc., a leading specialty retailer of mens suits and formalwear. He joined Tailored Brands in March 2016 and, until March 2017, served as a member of its board of directors. Previously, he was the Chief Executive Officer of One Kings
Lane, a digital home décor shopping platform, from 2014 to 2016, where he also served as the Chief Operating Officer and Chief Financial Officer from 2011 to 2014. Prior to One Kings Lane, Mr. Lathi was a Vice President at eBay, a global
online marketplace, where he managed several key areas, including Buyer & Seller Experience. Mr. Lathis 20 plus years of leadership experience in the technology and consumer space led to the conclusion that he should serve as a
director of Five Below.
Richard L. Markee
. Mr. Markee, 64, has served as a director since May 2016.
Previously, Mr. Markee served in various leadership positions at Vitamin Shoppe, Inc., including as
Non-Executive
Chairman from January 2016 to June 2016 and from April 2007 to September 2009, Executive
Chairman from April 2011 to January 2016 and Chief Executive Officer and Chairman of the Board from September 2009 to April 2011. He held senior management positions at Toys R Us, Inc. from 1998 through November 2006, including Vice
Chair of Toys R Us, Inc. and President of the Babies R Us and the Toys R Us U.S. and international operation divisions from August 2004 through November 2006. Mr. Markee previously served as a director of
Collective Brands, Inc., The Sports Authority, Inc., Dorel Industries and Toys R Us. Mr. Markees extensive experience in the retail industry led to the conclusion that he should serve as a director of Five Below.
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