PROPOSAL 1
ELECTION OF DIRECTORS
Directors and Executive Officers
The Bylaws of the Company provide that the number of directors of the
Company shall be fixed from time to time by the Board of Directors, but shall
not be less than three. The Board of Directors has fixed the number of
directors at seven. The Amended and Restated Certificate of Incorporation of
the Company provides that the Board of Directors shall be divided into three
classes, as nearly equal in number as possible, which are elected for staggered
three-year terms. The term of each class expires at the annual meeting of
stockholders in the year 2002 (Class 1), the year 2003 (Class 2) and the year
2001 (Class 3).
Only the members of Class 3, Norbert Olberz and Kenneth Olsen, both of
whom currently are members of the Board of Directors, are nominees for election
to the Board of Directors at the Meeting, to serve until the annual meeting of
stockholders to be held in 2004, or until their successors have been elected
and qualified.
Each nominee has indicated his willingness to serve and, unless otherwise
instructed, the Proxyholders will vote the Proxies received by them for the
nominees of the Board of Directors. If any nominee is unable or unwilling
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to serve as a director at the time of the Meeting or any postponement or
adjournment thereof, the Proxies will be voted for such other nominee(s) as
shall be designated by the current Board of Directors to fill any vacancy. The
Company has no reason to believe that any nominee will be unable or unwilling
to serve if elected as a director. The two nominees for election as Class 3
directors at the Meeting who receive the highest number of affirmative votes
will be elected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE BOARD OF
DIRECTORS’ NOMINEES.
None of the directors, nominees for director or executive officers were
selected pursuant to any arrangement or understanding, other than with the
directors and executive officers of the Company acting within their capacity as
such. Except as set forth below, there are no family relationships among
directors or executive officers of the Company and, as of the date hereof, no
directorships are held by any director in a company which has a class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or subject to the requirements of
Section 15(d) of the Exchange Act or any company registered as an investment
company under the Investment Company Act of 1940. Officers serve at the
discretion of the Board of Directors.
The following table sets forth certain information with respect to the
nominees, continuing directors and executive officers of the Company as of the
Record Date.
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Name
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Age
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Class
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Position
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Al D. McCready
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53
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1
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Director and a member of the
Audit Committee since May 2001.
Mr. McCready is the President
and Chief Executive Officer of
McCready Manigold Ray & Co.,
Inc., a consulting firm that
serves retail and distribution
industry clients. Mr. McCready
has specialized in consulting
with retail companies since
1978, focusing on corporate
strategy, information systems
strategy, and technology
planning. Prior to founding
McCready Manigold Ray & Co.,
Inc. in 1991, Mr. McCready was
National Director of Retail and
Distribution Industry Services
and a Partner at the firm of
Deloitte & Touche LLP. Mr.
McCready received his Masters
Degree in Business
Administration from the
University of Utah.
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Eric S. Olberz
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38
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1
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Director and a member of the
Compensation Committee since
1992 and a member of the Audit
Committee from 1992 until May
2001. Mr. Olberz recently
received a Bachelors Degree
with an emphasis in accounting
from National University and
passed the Certified Public
Accountants Examination. Mr.
Olberz is employed as a staff
accountant with BDO/Nation
Smith Hermes
Diamond-Accountants &
Consultants, a professional
corporation ranked the sixth
largest CPA firm in San Diego
by the San Diego Business
Journal. Mr. Olberz works
primarily with the firm’s
family office group, which
provides wealth management
services for high net worth
individuals. Mr. Olberz was
President and owner of Camp 7,
Inc., a soft goods
manufacturing operation located
in Santa Ana, California, from
July 1995 to October 1996
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5
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Name
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Age
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Class
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Position
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and Vice Chairman of the Company
from October 1994 to July 1995,
Vice President from 1984 to
October 1994 and Secretary from
October 1992 to July 1995. Mr.
Olberz resigned as an officer
and employee concurrently with
Camp 7, Inc.’s acquisition of
the Company’s soft goods
manufacturing operations in
July 1995. Mr. Olberz is the
son of Norbert Olberz, the
principal stockholder and
Chairman of the Board.
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Frederick H. Schneider
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45
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1
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Director and a member of the
Audit Committee since May 2000.
Mr. Schneider currently is an
independent private equity
investor. He served as Chief
Financial Officer and Principal
of Leonard Green & Partners,
L.P., a merchant banking firm,
from September 1994 to January
1998, where he played a key
role in various acquisitions.
From June 1978 to September
1994, he was employed by KPMG
Peat Marwick, including as an
Audit and Due Diligence Partner
from June 1989 to September
1994. Mr. Schneider was a
founding member of Pasadena
Angels, a technology incubator,
and has served on Pasadena
Angels’ Board of Directors
since February 2001.
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John R. Attwood
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71
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2
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Director and Chairman of the
Compensation Committee since
February 1993 and a member of
the Audit Committee from
February 1993 until May 2001.
Mr. Attwood is the President of
Attwood Enterprises, a
consulting business. He was
the Chairman of Coca-Cola
Bottling of Los Angeles and a
Senior Vice President and a
Group President of Beatrice
Companies, Inc., the parent
company of Coca-Cola Bottling
of Los Angeles, until his
retirement in 1986. Mr.
Attwood currently serves on the
Board of Directors of Verdugo
Hills Hospital, a nonprofit
organization.
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Craig L. Levra
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42
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2
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Director since November 1998,
President since November 1997,
Chief Operating Officer from
November 1997 until August 1999
and Chief Executive Officer
since August 1999. Prior to
joining the Company, Mr. Levra
was employed by The Sports
Authority, the nation’s largest
sporting goods retailer.
During his five-year tenure
with that company, he held
positions of increasing
responsibility in merchandising
and operations and was Vice
President of Store Operations
at the time of his departure.
Mr. Levra received a Bachelors
Degree and a Masters Degree in
Business Administration from
the University of Kansas. Mr.
Levra currently serves on the
Board of Directors of Junior
Achievement of Southern
California and the Advisory
Board of the Los Angeles Sports
and Entertainment Commission.
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Name
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Age
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Class
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Position
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Norbert Olberz
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76
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3
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The Company’s founder and
Chairman of the Board since it
was founded in 1959, Interim
President from April 1995 to
November 1997 and Interim Chief
Executive Officer from April
1995 to August 1999.
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Kenneth Olsen
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83
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3
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Director, Chairman of the Audit
Committee and a member of the
Compensation Committee since
June 1994. Mr. Olsen served as
President and Chief Executive
Officer of the Vons Company,
Inc., a leading grocery store
chain, from 1974 to 1983, at
which time he retired from
full-time responsibilities
after thirty-eight years with
that company. Mr. Olsen
currently serves as a director
of several nonprofit
organizations and is a
management consultant advising
national and international
firms on marketing and
merchandising consumer
products.
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Dennis D. Trausch
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51
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—
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Executive Vice
President-Operations since June
1988. Since joining the
Company in 1976, Mr. Trausch
has served in various positions
starting as a salesperson and
assuming positions of
increasing responsibility in
store and Company operations.
He oversees all store and
distribution center operations
including human resources and
customer service, as well as
being responsible for site
selection and leasing.
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Howard K. Kaminsky
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43
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—
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Chief Financial Officer since
joining the Company in 1985,
Executive Vice President -
Finance since May 2000 and
Secretary since July 1995. Mr.
Kaminsky served as Vice
President-Finance from January
to April 1997, Senior Vice
President-Finance from April
1997 to May 2000 and Treasurer
from October 1992 to January
1997. Prior to joining the
Company, Mr. Kaminsky was
employed in the auditing
division of Ernst & Young LLP.
He is a Certified Public
Accountant and received a
Bachelors Degree in Business
Administration from California
State University, Northridge.
Mr. Kaminsky is a member of
the California Society of
Certified Public Accountants.
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Ronald G. Mann
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50
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—
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Senior Vice President-General
Merchandise Manager since
August 1998. Prior to joining
the Company, Mr. Mann was
employed by Big 5 Corp., a
large sporting goods retailer,
since 1976, where he held
positions of increasing
responsibility in operations
and merchandising and was the
Assistant Merchandise Manager
at the time of his departure.
Mr. Mann received a Bachelors
Degree from California State
University, Northridge
immediately prior to joining
Big 5.
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Name
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Age
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Class
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Position
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Claudia G. Reich
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48
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—
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Senior Vice President of
Marketing and Advertising since
May 2001 and Vice President of
Marketing and Advertising from
June 1999 until May 2001.
Prior to joining the Company,
Ms. Reich was employed by the
Vons Company, Inc., a leading
grocery store chain, from 1974
to 1996, working through the
ranks of store operations,
buying, merchandising, and
sales to the position of Vice
President of Sales and
Advertising.
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