Corporate Governance

Board of Directors

The board of directors of Sears Holdings Corporation has seven members. The members will serve until the next Annual Stockholders Meeting.

Sears Holdings Corporation's directors are as follows:

Edward S. Lampert, Chairman of our Board of Directors, is the Chairman and Chief Executive Officer of ESL Investments, Inc., which he founded in April 1988.

Louis J. D'Ambrosio has served as our Chief Executive Officer and President since February 2011. He served as the President and Chief Executive Officer of Avaya Inc. from July 2006 to June 2008. He also served as a director of Avaya from November 2006 to June 2008. Mr. D'Ambrosio was previously Avaya's Senior Vice President and President, Global Sales and Marketing from 2005 to 2006. From 2004 until 2005, Mr. D'Ambrosio served as Avaya's Group Vice President, Global Sales, Channels and Marketing. From 2002 until 2003, He was Avaya's Group Vice President, Avaya Global Services. Before joining Avaya, Mr. D'Ambrosio spent 16 years at International Business Machines Corporation, where he held several executive posts and was a member of the worldwide management committee. His roles included leading strategy for global services, sales and marketing for software, and industry operations for Asia Pacific. Most recently, Mr. D'Ambrosio has served as Non-Executive Chairman of Sensus, a clean technology company, and on the Board of Trustees of the Jackson Laboratory and Walnut Street Theatre.

William C. Kunkler III is currently Executive Vice President-Operations of CC Industries, Inc., an affiliate of Henry Crown and Company, and has served in that position, as well as other officer positions, since 1994. CC Industries, Inc. is a private equity firm focused on manufacturing companies and real estate investments. In addition, Mr. Kunkler is a director of Envestnet Asset Management Inc., a financial services company, and NIBCO Inc., a manufacturer of valves and fittings. He also serves as a director of the Northwestern Memorial Foundation; a trustee and Chairman of the Board of the Brookfield Zoo; a trustee of The Field Museum of Natural History; and a trustee of Loyola University.

Steven T. Mnuchin is Chairman and Co-Chief Executive Officer of Dune Capital Management LP, a private investment firm, and has served in that capacity since September 2004. Previously, Mr. Mnuchin served as CEO of SFM Capital Management LP (an investment adviser) from 2003 to 2004 and as Vice Chairman of ESL Investments, Inc. during 2003. Prior to joining ESL, Mr. Mnuchin spent 17 years at Goldman, Sachs & Co. where he served as Executive Vice President and Chief Information Officer. Mr. Mnuchin is a trustee of the Whitney Museum, the Hirshhorn Museum and Sculpture Garden Board, Riverdale Country School and New York Presbyterian Hospital.

Ann N. Reese co-founded the Center for Adoption Policy Studies in New York in 2001 and serves as its Executive Director. Prior to co-founding the Center, Ms. Reese served as a Principal with Clayton, Dubilier & Rice, a private equity investment firm, in 1999 and 2000. From 1995 to 1998, she was Executive Vice President and Chief Financial Officer of ITT Corp., a hotel and gaming company. Ms. Reese is a director of Xerox Corporation, Jones Apparel Group, Inc. and Merrill Lynch & Co., Inc.

Emily Scott is a founding partner and director of Plum TV, LLC, a television station network operating in select resort markets. Ms. Scott served as a director until December 2006, Chairman of the Board of Directors of J. Crew from 1997 to 2003 and had previously served as Vice Chairman and other roles since the company founding in 1983.

Thomas J. Tisch has served as the Managing Partner of Four Partners, a private investment firm, since 1992. He is the Chancellor of Brown University and also a trustee of the Manhattan Institute and New York University Medical Center.