Exhibit 99
cannell Capital llc 245 Mcnwrthcr Circle AlU. WV 83414 8 Tel (307) "33 2284 B Fa* (307) 264 0600 .mfo@cimnellcflp.com May 4, 2018 By Facsimile. Email and Overnight Courier Corporate Secretary Mr. Robert S. Molloy Destination XL Group, Inc.555 Turnpike Street Canton, MA 02021 Re: Notice ot Intention to Present Business and Nomination Ladies and Gentlemen: Tonga Partners, L.P., a Delaware limited partnership (the "Nominating Stockholder"), is a stockholder of Destination XL Group, Inc., a Delaware corporation (the "Company"). As of the datehereof, the Nominating Stockholder is the record holder of1,000 shares of the Company’s commonstock, par value $0.01 per share (the “Common Stock”). In accordance with Section 4.15 of theCompany's Fourth Amended and Restated By-Laws dated June 18, 2015 (the "By-Laws"), theundersigned hereby notifies die Secretary of the Company of its intent to nominate four (4) people fordirectorship (the "Nomination") at the first Annual Meeting of Stockholders of the Company after thedate hereof (the "Annual Meeting"). Capitalized terms that are not otherwise dehned herein shall havethe meanings set forth in the By-Laws. The Nominating Stockholder has presented four (4) nominees as opposed to a full slate of nine (9) because if seeks only nominal representation on the Board of Directors of the Company (die“Board”). All information set forth herein is as of the date hereof unless otherwise indicated. A. INFORMATION RELATING TO THE STOCKHOLDER NOMINEES As stated above, the Nominating Stockholder is hereby providing notice of its intent to nominateLionel F. Conacher (“Conachcr”), John Flood ("Flood"), Gus 1 Talas (“I lalas”), and Richard Van Doren,Jr. (“Van Doren” and together with Conacher, Flood, and Halas the "Stockholder Nominees") at theAnnual Meeting to stand for election to the Board. It is the Nominating Stockholder's intention that the Stockholder Nominees stand for electionto replace four directors up for election by holders of Common Stock at the Annual Meeting. It theBoard fixes the number of nominees to be elected by holders of Common Stock at the AnnualMeeting at less than four, the Nominating Stockholder shall adjust the number of its nomineesaccordingly. The Nominating Stockholder reserves the right to withdraw some or all ot itsStockholder Nominees prior to the Annual Meeting. The Nominating Stockholder hereby sets forththe (alphabetical) priority of the candidates in the order set forth below. 1
Priority Stockholder Nominee 1. Mr. Conacher 2. Mr. Flood 3. Mr. Halas 4. Mr. Van Doren In accordance with Section 4.15(j) of the By-Laws, enclosed are completed questionnaires withrespect to the background and qualification of each of the Stockholder Nominees as well as a writtenrepresentation and agreement from each of the Stockholder Nominees and both of which were in aform provided by the Secretary of the Company to the Nominating Stockholder following its request. Set forth herein is information regarding the Nominating Stockholder, the StockholderAssociated Persons, the Stockholder Nominees and others in connection with the Nomination,including the information requested in Section 4.15(c)(1)-(7) of the By-Laws. 1 WRllTI.N CONSENT OF STOCKHOLDER NOMINEES TO NOMINATION See Exhibits attached hereto. 2. NAME. ACE BUSINESS ADDRESS AND RESIDENCE ADDRESS OF STOCK! IOI.DER NOMINEES Stockholder Nominee Age Business Address Residence Address Lionel F. Conacher 55 PC ) Box 830 3 Upper Ames Avenue Ross, CA 94957 Ross, CA 94957-0830 John L. Flood 60 222 S. 9"' Street; Suite 350 22695 Murray Street Minneapolis, MN 55402 Shorcwood, MN 55331 Gus Halas 67 202 Oakmont Lane 202 Oakmont Lane Wax haw, NC 28173 Waxhaw, NC 28173 Richard D. Van Doren, Jr. 41 628 Middlefteld Road 1435 Marlborough Road Palo Alto, CA 94301 I lillsborough, CA 94010 3. PRINCIP \l. OCCUPATION OR EMPLOYMENT OF T1 IE STOCK! IOLDER NOMINF.ES This section serves to detail the Stockholder Nominees’ qualifications for membership of theBoard.
Lionel F. Conacher, age 55, is a Senior \dvisor to private equity firm Altamont Capital Partners, 1 ,LC. 11c currently sits on the board ot two Altamont investee companies, Dakine and Mervinand was previously the Chairman of Wunderlich Securities. I le previously served as ViceChairman of Roth Capital Partners from 2012 to 2014 and the President of Thomas WeiselPartners Group from 2008 to 2010. Prior to his time at Thomas Weisel, Lionel was co¬founder and Chief Executive Officer ot W cstwind Partners Inc., a specialized Canadianinstitutional investment bank with a focus on energy, mining and Technology, Media andTelecommunications. Wesfwind grew to SI00 million in revenues in 2007 after which he soldit to Thomas Weisel. Early career included time at 1 lees International Bancorp Inc. (nowBrookfield\ssct Management), Citicorp and hirst Marathon Securities (now National BankFinancial). Lionel is also Trustee ot both the San Francisco Museum of Modem Art and theHarbourfront Centre Pte. Limited and previously served as a director of Cadillac FairviewCorporation and Great Lakes Power, Inc. Mr. Conacher holds a Bachelor of Arts degree inEconomics and Art History from Dartmouth College. Since 2010, Mr. Conacher’s principal occupation has been serving as a Senior Advisor toAltamont Capital Partners, LLC, a private equity firm. Altamont Capital Partners, LLC, islocated at 400 I lamilton Avenue, Suite 230, Palo Alto, CA 94301. Altamont Capital Partners, LLC can be reached online at www.altamonfcapital.com ortelephonically at (650) 264-7750. John L. Flood, age 60, Former Chairman and Managing Partner of Craig-Hallum Capital GroupLLC, an institutional broker-dealer and investment bank which he founded in 1997 andwhere Mr. blood remains a Senior Partner. I le earned a Bachelor of Science degree inManagement from the Carlson School of Management. Mr. Flood’s current principal occupation is serving as a Senior Partner of Craig-HallumCapital Group LLC. Since 2013, he has also served as Chairman & Managing Partner ofCraig-Hallum Capital Group LLC. Craig-I lallum Capital Group LLC is located at 222 South Ninth Street, Suite 350 Minneapolis, MN 55402. Craig-Hallum Capital Group LLC can be reached online atwww.craig-hallum.com or telephonically at (403) 264-1915. Gns Walds, age 67, is the Chairman of Madalena Energy Inc., OptimizeRx Corporation, andSchool Specialty Inc. He is a director of Triangle Petroleum Corp. Mr. Halas also servs as aconsultant for Central Garden & Pet Co. where he was President/CEO previously. I le wasalso chairman, president and CEO of 1-3 Energy Services Inc, president and CEO of CloreAutomotive LLC and Marley Cooling Tower Co Europe Limited. Mr. I lalas was part of theBoard of Directors ot 1 looper 1 lomes Inc. and Aquilex Corp. Mr I lalas has a Bachelor’s Degree in physics from Virginia Tech University' and a Bachelor’s Degree in economics fromState University. He also has an MBA from IMD International. Since 2017, Mr. I lalas’ principal occupation is serving as Chairman of Madalena Energy Inc.,OptimizeRx Corporation, and School Specialty' Inc. From 2013 to 2015, Mr. Halas’ principal 3
Occupation was as Senior Advisor and Partner to White Deer Energy, LP. From 2011 to 2013, Mr. Ualas’ principal occupation was serving as President and CEO of Central Garden& Pet Company. Madalena Energy Inc. is located at Suite 1600 Dome Tower, 333 7th Avenue SAX’., Calgary,Alberta T2P 2/1. Madalena Energy Inc.can be reached online atwww.madalenaenergy.comor telephonically at (403) 264-1915. OptimizcRx Corporation is located at 400 Water Street,Suite 200, Rochester, MI 48307. OptimizeRx Corporation can be reached online atwww.optimizerx.com or telephonically at (248) 651-6568 extension 815. School Specialty Inc.is located at XX 6316 Design Drive, Greenville, XX'I54942. School Specialty Inc. can be reachedonline at www.schoolspedalty.com or telephonically at (212) 786-6011. Richard 1 an Down, age 41, is the Chief Operating Officer and Chief Financial Officer of Samsara BioCapital, EEC, managing over S300 million in alternative assets. From 2014 — 2016, Rich was the Chief Operating Officer and Chief Financial Officer of Pacific Grove Capital. Prior to Pacific Grove, Rich was the Chief Financial Officer of Marcato Capital Management where he was responsible for building out the front and back office, accounting& finance, trade operations, firm compliance program and was an instrumental team memberin the successful growth ot AUM to S2.6 billion. From 2002 — 2010. Rich was the ChiefFinancial Officer of Canncll Capital where he was responsible for multi-state businessoperations, finance, compliance and investor relations. Rich graduated from the University of San Francisco with a B.S. in Finance and has earned aGraduate Certificate in Tax from Golden Gate University.1 le sen es on the Board ofRegents at Father Junipero Serra I ligh School and is a member of the Dean's Circle at theUniversity of San Francisco School of Business Management Since 2017, Mr. Van Doren’s principal occupation is serving as the Chief Operating Officeand Chief Financial Officer of Samsara BioCapital. From 2014 — 2016, Rich was the ChiefOperating Officer and Chief Financial Officer of Pacific Grove Capital. From 2010 to 2013,Mr. X an Doren was the Chief Financial officer of Marcato Capital Management. Samsara Biocapital is located at 565 Everett Avenue, Palo Alto, CA 94301. It can be reachedonline at www.samsaracap.com or telephonically at (650) 285-4270. 4. Cl .ASS AND NUMB FIR OF SI IARES OF COMMON STOCK III .ED OF RECORD AND BENEF1C1AEEY OWNED BYT11ESTOCKIIQEDER NOMINEES The Stockholder Nominees do not own or have the right to acquire any class of securities ofthe Company. The Stockholder Nominees do not hold any significant equity interests or any synthetic equityinterests or short interest in any principal competitor of the Company. 5. OTI ll'.R INFORMATION REQUIRED BY Tl IF PRO W REEFS REGARDING Tl IF. STOCKI IQEDER NOMINEES AND STOCI IQEDER ASSOCI ATED PERSONS 4
Other information that would be required to be included in a Proxy Statement on Schedule 14A under the Exchange Act in connection with the solicitation of proxies forthe election of the Stockholder Nominees is set forth below. Item numbers correspondto the Items in Schedule 14A. There are no direct or indirect arrangements or understandings between the NominatingStockholder, the Stockholder Associated Persons and/or the Stockholder Nominees. Item 4 — Persons Making the Solicitation (b) Solicitation subject to Rule 14a-12(c). (1) The solicitation is made by the Nominating Stockholder. (2) ITiere arc no participants in the solicitation that have been employed to solicit the securityholders. (3) I here are no persons who have been engaged to solicit the security' holders. The Nominating Stockholder reserves the right to engage financial advisors or proxy solicitors, whomay be considered participants in a solicitation under Regulation 14A of the Exchange Act. (4) There are no expenditures to date and no estimate on the total amount to be spent inconnection with the solicitation of the security holders. See item (3) directly above. (5) The eventual cost of the solicitation, if any, will be home by the Nominating Stockholder. (6) This solicitation has not been terminated pursuant to any settlement between the Companyand the Nominating Stockholder or a Stockholder Associated Person. Item 5 - Interests of Certain Persons in Matters to be Acted Upon (b) Solicitations subject to Rule 14a-12(c). There is no substantial interest, direct or indirect, by security holdings or otherwise, ot eachparticipant. See Sections A.2., A.3. A.4. above and Exhibit 2 hereto. During the past ten years, the Stockholder Nominees have not been convicted in anycriminal proceeding (excluding traffic violations or similar misdemeanors). To the best of the knowledge of the Stockholder Nominees and their associates, none ofsuch persons has been, within the past year, a party to any contract, arrangement orunderstanding with any person with respect to any shares of Common Stock of theCompany, including but not limited to joint ventures, loan or option arrangements, puts orcalls, guarantees against loss or guarantees of profits, division of losses or profits, or thegiving or withholding of proxies. 5
Neither the Stockholder Nominees nor their associates owns any shares of Common Stocknor have they purchased or sold such securities within the past two years. The Stockholder Nominees do not own beneficially, directly or indirectly, any securities ofany parent or subsidiary of the Company. Neither the Stockholder Nominees nor their associates have any arrangement or understanding with any person with respect to (i) any future employment with the Companyor its affiliates or (ii) any future transactions to which the Company or any of its affiliatesmay be a party. No family relationships exist between the Stockholder Nominees and any Company directoror executive officer and the Stockholder Nominees. Item 6 - Voting Securities and Principal 1 lolders Thereof (a) 'Ihe class of securities owned by the Nominating Stockholder is disclosed in Section B.2.The number of shares of Common Stock outstanding is 48,759,404, as reported in theCompany’s most recent Annual Report on Form 10-K filed with the Securities and ExchangeCommission on March 23, 2018. (b) The record date is as of the date of this notice. (d) The information required by Item 403 of Regulation S-K is set forth below. Item 403 (a) Security ownership of certain beneficial owners: Neither the Stockholder Nominees nor the Nominating Stockholder is the beneficialowner of more th;in five percent of any class of the Company’s voting securities. (b) Security ownership of management. Disclosed in A.4. (c) Changes in control. The Nominating Stockholder is not aware of any arrangements including any pledge byany person of securities of the Company or any of its affiliates, the operation of whichmay at a subsequent date result in a change in control of the Company. Item 7 - Directors and Executive Officers (a) I he information required by Instruction 4 to Item 103 ol Regulation S-K with respect 6
to the Stockholder Nominees are set forth below: The Stockholder Nominees are not involved in any material pending legal proceeding withrespect to the Company. (b) The Information required by Items 401, 404(a) and (b), 405 and 407 (d)(4) and 407(d)(5)and 407(h) of Regulation S-K, with respect to the Stockholder Nominees, is set forth below: 1 tern 401: (a) Identification of Directors. The name and age of the Stockholder Nominees are set forthabove under Section A.2 above. There is no arrangement or understanding between theStockholder Nominees and any other person pursuant to which they were or have to beselected as a Stockholder Nominee or director. The Stockholder Nominees do not currentlyhold any position or office with the Company and have never served previously as a directorof the Company. (d) Family Relationships. No family relationship exists between the Stockholder Nominees,on the one hand, and the Company, a director or executive officer of the Company, on theother hand. (e) Business Experience. The principal occupation and business experience of theStockholder Nominees are set forth above under Section A.3. To the best knowledge of the Nominating Stockholder, the Stockholder Nominees and theirassociates, none of the corporations or organizations set forth above under Section A.3 isotherwise a parent, subsidiary or other affiliate of the Company. Other than as set torth herein, the Stockholder Nominees are not a director of any company with a class of securities registered pursuant to Section 12 of the Exchange Act orsubject to the requirements of Section15(d) thereof, or any registered investment companyunder the Investment Company Act of 1940, as amended. (f) Involvement in Certain Legal Proceedings. The Stockholder Nominees have not been the subject of any order, action or proceeding orotherwise involved in any of the events of the type described in Item 401(f). W ith respect to each of the Stockholder Nominees, none of the events enumerated in Item40l(f)(l)-(8) of Regulation S-K of the Exchange Act occurred during the last ten years. Item 40400: Since the beginning of the Company's last fiscal year, neither the Stockholder Nomineesnor its associates, including any member of their immediate family, has any material interestin any transaction, or has any material interest in a proposed transaction, to which theCompany or any subsidiary of the Company was or is to be a party and in which the 7
amount involved exceeded S 120,000. Item 4040)1: The Stockholder Nominees have not had during the Company's last fiscal year any relationship with the Company or its subsidiaries ot the type described in Item 404(b) ofRegulation S-K. Item 404(c): With respect to item 404(c) of Regulation S-K, there have not been any filings of the typedescribed in Item 404(c) or any promoters of the type during the last five fiscal years. Item 405: Neither the Nominating Stockholder nor the Stockholder Nominees were a beneficial owner of 10 per cent of any class of equity securities of the Company pursuant to Section 12 of the Exchange \ct. No late reports were tiled. (c) The information required by Item 407(a) of Regulation S-K, Section 2.5(iv)(c)(B): Mr. Conacher, Mr. flood, Mr. I lalas, and Mr. Van Doren are independent under the independence standards applicable to the Company under paragraph (a)(1) of Item 407 ofRegulation S-K of the Exchange Act and the Nasdaq listing standards. Item S - Compensation ot Directors and Executive Otticers The information required by Item 402 of Regulation S-K with respect to the StockholderNominees and their associates is set forth below: The Stockholder Nominees have not received any compensation from the Company. DIRECT AND INDIRECT COMPENSATION AND O i l 1ER MATERI AL MONET ARYAGREEMENTS. ARRANGEMENTS AND UNDERSTANDINGS DURING Tl IEPAST THREE YEARS. AND ANY OTHER MATERIAL RELATIONS! UPS,BETWEEN OR AMONG I I IE NO.M1N \TING STOCKI [OLDER. I I IESTOCK! IQLDER ASSOCIATED PERSONS. AND/OR EACH STOCK! lOLDERNOMINEE There is no direct or indirect arrangement or understanding between or among the Nominating Stockholder, the Stockholder Associated Persons and/or any of the Stockholder Nominees, including any direct and indirect compensation and other materialmonetary agreements, arrangements and understandings during the past three years, or anyother material relationships, between or among the foregoing or their respective associates,or others acting in concert therewith. 8
B. INFORMATION REGARDING THE NOMINATING STOCKHOLDER 1 \ VME \\D ADDRESSOETHE NOM1N A TING STOCkl IOLDER AND THE STOCKHOLDER ASSOCIATED PERSONS T he name of the Nominating Stockholder is Tonga Partners, L.P. Tonga Partners, L.P. is aDelaware Limited Partnership. The address ot the Nominating Stockholder is 245 Meriwether Circle, Alta, WY 83414. Thephone number of the Nominating Stockholder is (307) 733-2284. The Nominating Stockholder has three Stockholder Associated Persons who are currently beneficial owners ot the Company’s Common Stock, and one Stockholder Associated Person whowas a former beneficial owner of the Company’s Common Stock. These Stockholder AssociatedPersons are Tristan Partners, L.P. (“Tristan”), Tristan Offshore bund, Ltd. (“Tristan Offshore”),and the Cuttyhunk Master Portfolio (“Cuttyhunk”). Cannell Capital 1.1 .C is the General Partner andinvestment advisor of Tristan. Cannell Capital LLC is the investment subadvisor to Cuttyhunk.Cannell Capital LLC sen es as investment advisor to Tristan Offshore. Cannell Capital LLC was theinvestment advisor to a separately-managed account (the “Cannell S.M A”) which was formerly abeneficial holder in the Company’s Common Stock. 2. CLASS AND NUMBER OF SHARES OF COMMON S TOCK 11ELD OF RECORD AND BENEFICI ALLY BY THE NOM1N AT1NG STOCKHOLDER AND THESTOCKHOLDER ASSOCIATED PERSONS As of the date hereof, the Nominating Stockholder is the record holder of 1,000 shares of theCompany’s Common Stock and the beneficial owner of a further 478,721 shares held in the streetname. Clients advised by the Nominating Stockholder’s General Partner and investment advisor,Cannell Capital LLC, own in aggregate 3,680,192 shares, inclusive of the Nominating Stockholder’sholdings and shares of the Common Stock held by the Stockholder Associated Persons. Exhibit 2 indicates the date of each purchase and sale of shares of Common Stock made by the Nominating Stockholder and the Stockholder Associated Persons, and the number of shares in eachsuch purchase and sale. The Nominating Stockholder and its Associated Stockholder Persons intend to continue to own thesecurities through the Annual Meeting and election of the Directors of the Board. 'The qualifyingsecurities are not held for the purpose of changing control of the Company or gaining more than alimited number of seats on the Board ot Directors. 3. CERTAIN AGREEMENTS AND ARRANGEMENTS There is no formal agreement, arrangement or understanding with respect to the Nominationbetween the Nominating Stockholder, the Stockholder Associated Persons, any of their affiliates orassociates, the Stockholder Nominees and or others acting in concert with any of the foregoing. 9
There is no agreement, arrangement or understanding (including any derivative or short position,swap, profit interest, option, warrant, convertible securin', stock appreciation or similar right, hedgingtransaction, or borrowed or loaned shares) that has been entered into as of the date hereof by, or onbehalf of, either the Nominating Stockholder or the Stockholder Associated Persons, as applicable,whether or not such instrument or right shall be subject to settlement in underlying shares of capitalstock of the Company, the effect or intent of which is to mitigate loss to, manage risk or increase or decrease the share price for the benefit of, or increase or decrease the voting power of, the NominatingStockholder or the Stockholder Associated Persons, as applicable, with respect to shares of stock of theCompany. The Nominating Stockholder does not own beneficially, directly or indirectly, any securities of any parentor subsidiary of the Company. To the knowledge of the Nominating Stockholder, no affiliate of theNominating Stockholder owns any securities of the Company, except as set forth above in Section B.2. Supplemental Disclosure of Certain Interests of the Nominating Stockholder and each of theStockholder Nominees: (A) The Nominating Stockholder, the Stockholder Associated Persons' or each Stockholder Nominee isnot engaged in directly or indirectly, any Derivative, swap or other transaction or series of transactions,that would give the Nominating Stockholder economic risk (“Synthetic Equity Interest”) similar toownership of shares of any class of the Company. (B) The Nominating Stockholder or each Stockholder Nominee does not have or shares any rights to vote to a proxy, agreement, arrangement, understanding or relationship of the Company pursuant to Section 14 (a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A except for theshares of common stock as declared in this notice. (Q The Nominating Stockholder or each Stockholder Nominee does not have any agreement, arrangement, understanding or relationship including any repurchase or stock borrowing agreement directly or indirectly, the purpose of which is to mitigate loss to, reduce the economic risk of ownershipof shares of the Company, increase or decrease the voting power of the Nominating Stockholder, withrespect to the shares of the Company or which provides directly or indirectly, the opportunity to benefitfrom any decrease in the price of the shares of the Company (“Short Interests”). (D) The Nominating Stockholder or each Stockholder Nominee is entitled to rights to dividends on theshares of Common Stock of the Company or any Synthetic Equity' Interest or Short Interests if any. (E) The Nominating Stockholder earns both an asset-based and a performance-based fee that it is indirectly based on any increase or decrease in the value of shares of the Company or derivative instruments related to shares of the Company. Ihe Nominating Stockholder is a Delaware Limited Partnership which holds the shares of the Company in a diversified portfolio held on behalf of its limitedpartners. The shares ot the Company constitute less than one-twentieth (1 /20th) of this portfolio. TheNominating Stockholder earns an asset-based fee of 1.5“ n per annum on all assets it manages for thebenefit of its limited partners. The Nominating Stockholder earns a performance fee equivalent to twenty'percent (20%) of all gains earned on behalf of its limited partners, lliese fees are subject to a so-called“I ligh Water Mark” and arc charged annually and in arrears. In its discretion, the general partner of theNominating Stockholder reserves the right to waive both the asset-based and performance-based fees for 10
selected limited partners. Each Stockholder Nominee is not entitled to any performance related fees (other than an asset based fee)based on any increase or decrease in the price or value of any shares of the Company, any SyntheticEquity' Interests or any Short Interests. (b) Mr.J. Carlo Cannell is the natural person associated with the Nominating Stockholder who is responsible for the formulation of and decision to propose the nomination (the “Responsible Person”).Mr. J. Carlo Cannell, is the Managing Member of Cannell Capital LLC, which serves as the GeneralPartner of and investment advisor to Tonga Partners, L.P. Each Stockholder Nominee is a natural person. (G) The Nominating Stockholder or each Stockholder Nominee does not have any significant equity interest or any Synthetic Equity Interest or Short Interests in any principal competitor of the Company. (I I) The Nominating Stockholder or each Stockholder Nominee does not have any direct or indirect interest in any contract with the Company, any affiliate of the Company or any principal competitor ofthe Company. (I) The Nominating Stockholder or each Stockholder Nominee is not a party or a participant to am-pending or threatened litigation involving the Company, its officers, directors or any affiliates of theCompany. (J) The Nominating Stockholder or each Stockholder Nominee has not had any material transactioninvolving the Nominating Stockholder on one hand and the Company on the other hand, in the lasttwelve months. (IS) There have been no material discussions regarding the business proposed to be brought before themeeting between the Nominating Stockholder and any other beneficial holder of the shares of theCompany. There have been no material discussions regarding the business proposed to be brought before themeeting between each Stockholder Nominee and any other beneficial holder of the shares of theCompany. (L) The other information relating to the Nominating Stockholder, the Stockholder Associated Personsand each Stockholder Nominee that would be required to be disclosed in a proxy’ statement or otherfilings required to be made in connection with the nominations by the Nominating Stockholder beforethe meeting pursuant to Section14(a) of the Exchange Act have been stated in this notice. The reason for proposing business: The Nominating Stockholder has a material interest of ownership of Common Stock of the Company. 11
4 RI.PRI'.SINTATIONSOPTlll- NOMINATING STOCKI lOLDKR Hie Nominating Stockholder hereby represents that, in each case, as of the date hereof: (i) The Nominating Stockholder is a holder of record of stock of the Company entitled to vote at the Annual Meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination. (ii) The Nominating Stockholder may, in its sole discretion, determine to take one or more of the following actions: (A) deliver a proxy statement and form of proxy to holders of at least the percentage of theCompany's outstanding capital stock required to approve or adopt the Nomination and/orelect the Stockholder Nominees or (B) otherwise to solicit proxies or votes from stockholdersin support of the Nomination. As of the date hereof, the Nominating Stockholder is not partof a group with respect to any ot the foregoing; however, the Nominating Stockholder may, inits sole discretion determine to form a group with any other person or entity at a later date. (iii)The Nominating Stockholder shall provide any information reasonably requested by the Company. 5. DESCRIPTION Oh AIT ARRANGEMENTS BETWEEN THE NOMINATING STOCKI lOl.DER. T1 IK S TOCK] 1QLDER ASSOCIATED PERSONS. T1 11 1 STOCKI IQ1 .PER NOMINEES AND OTHER PERSONS PURSUANT TO WHICH THENOMINATION IS BEING MADE There arc no agreements, arrangements or understandings between the Nominating Stockholder, the Stockholder Associated Persons, the Stockholder Nominees and/or any other persons, including withrespect to (i) any agreement, arrangement or understanding, direct or indirect, with respect to thisNomination between or among the foregoing acting as part of a group (as defined in Section 13(d) of theExchange Act) or in concert with any of the foregoing; nor is there (ii) any proxy (including revocableproxies), contract, arrangement, understanding or other relationship pursuant to which die foregoing hasa right to vote any shares of stock of the Company. 6. OTHER INFORMATION REQUIRED BY nil'. PROXY RULES REGARDING THE NOMINATING STOCKI IOLDER Since the beginning of the Company's last fiscal year, the Nominating Stockholder has not had anymaterial interest in any transaction, and has no material interest in any proposed transaction, to which theCompany or any subsidiary of the Company was or is to be a party and in which the amount involvedexceeds S 120,000. The Nominating Stockholder has not had during the Company's last fiscal year anyrelationship with the Company or its subsidiaries of the type described in Item 404(b) ot Regulation S-K. To the best of the knowledge of the Nominating Stockholder, the Stockholder Nominees meet thedirector qualifications set forth in the Company’s governing documents and satisfy the objective criteriaof rite Nasdaq Cxchange regarding Director independence. 12
C. DESCRIPTION OF THE BUSINESS TO BE BROUGHT BEFORE THE ANNUAL MEETING; MATERIAL INTEREST IN SUCH BUSINESS AND THE REASONS THEREFORE. In accordance with the By-Laws, the Nominating Stockholder does not intend to bring any otherbusiness before the Annual Meeting other than the election of the Stockholder Nominees. The Nominating Stockholder requests written notice as soon as practicable of any allegeddefect in this notice and reserves the right, following receipt of any such notice, to eitherchallenge, or attempt as soon as practicable to cure, such alleged defect. The Nominating Stockholderreserves the right to give further notice of additional business or nominations to be conducted or madeat the Annual Meeting or other meeting of the Company's stockholders, to revise theNominations, or not to present any one or more of the Nominations. The Nominating Stockholder agrees to timely update and supplement this notice as requiredunder the By-Laws and to furnish such other information with respect to the Stockholder Nominee asmay reasonably be required by the Company to determine the eligibility ot the Stockholder Nominee tosen e as a director of the Company. Nothing herein shall be deemed to be an admission that the Nominating Stockholder, theStockholder Nominee or the beneficial owners of any of the shares of Common Stock held of recordby any participants in any proxy solicitation by the Nominating Stockholder pursuant to Regulation14A under the Exchange Act, constitute a "group" within the meaning of Section 13(d) of theExchange Act or the rules and regulations thereunder or of any provision of the Delaware GeneralCorporation Law. Please direct any questions regarding the information included in this notice to Mr. Stephen C.Wagstaff, Chief Financial Officer of Cannell Capital LLC and Investment Advisor to Tonga Partners,L.P, 245 Meriwether Circle, Alta, Wyoming 83414. Electronic copies ot such correspondence should bedirected to info@cannellcap.com. Please email or fax to confirm receipt of this notice toinfo@cannellcap.com or (307) 264-0600 at the earliest. IN W ITNESS WHEREOF, the Nominating Stockholder has caused this notice to be duly executed onthis 3rd day of May, 2018. TONGA P \RTNERS, L.P. 13
By; James Carlo Gannell Managing Member of Gannell Capital LLCThe General Partner of Tonga Partners, L.P. 14
Exhibit 2 The following table indicates the date of each purchase and sale of shares of Common Stock made by theNominating Stockholder and the Stockholder Associated Persons, and the number of shares in each suchpurchase and sale. Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity Tonga Buy 8/6/2013 2,900 Cuttyhunk Buy 8/6/2013 1,800 Tonga Buy 8/13/2013 2,853 Cuttyhunk Buy 8/13/2013 1,800 Tonga Buy 8/14/2013 3,653 Cuttyhunk Buy 8/14/2013 2,200 Tonga Buy 8/15/2013 9,608 Cuttyhunk Buy 8/15/2013 5,900 Tonga Buy 8/19/2013 16,642 Cuttyhunk Buy 8/19/2013 10,400 Tonga Buy 8/21/2013 100 Cuttyhunk Buy 8/21/2013 100 Tonga Buy 8/23/2013 2,500 Cuttyhunk Buy 8/23/2013 1,500 Canned SMA Buy 8/30/2013 5,400 Canned SMA Buy 9/3/2013 4,036 Tonga Buy 10/11/2013 76313 Cuttyhunk Buy 10/11/2013 46,824 Canned SMA Buy 10/11/2013 18,908 Tonga Buy 10/14/2013 538 Cuttyhunk Buy 10/14/2013 329 Canned SMA Buy 10/14/2013 133 Tonga Buy 10/15/2013 8,351 Cuttyhunk Buy 10/15/2013 5,124 Canned SMA Buy 10/15/2013 2,069 Tonga Buy 10/16/2013 6,930 Cuttyhunk Buy 10/16/2013 4,253 Canned SMA Buy 10/16/2013 1,717 Tonga Buy 10/17/2013 9,292 Cuttyhunk Buy 10/17/2013 5,704 Canned SMA Buy 10/17/2013 2,304 Tonga Buy 10/22/2013 7.433 Cuttyhunk Buy 10/22/2013 4,573 Canned SMA Buv 10/22/2013 1,794 15
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity Tonga Buy 10/30/2013 2,694 Cuttyhunk Buy 10/30/2013 1,656 Cannell SMA Buy 10/30/2013 650 Tonga Buy 10/31/2013 10,773 Cuttyhunk Buy 10/31/2013 6,627 Cannell SMA Buy 10/31/2013 2,600 Tonga Buy 11/4/2013 36,087 Cuttyhunk Buy 11/4/2013 22 20° Cannell SMA Buy 11/4/2013 8.711 Tonga Buy 11/6/2013 3,771 Cuttyhunk Buy 11/6/2013 2,319 Cannell SMA Buy 11/6/2013 910 Tonga Buy 11/7/2013 26,281 Cuttyhunk Buy 11/7/2013 16,176 Cannell SMA Buy 11/7/2013 6.348 Tonga Buy 11/14/2013 14,424 Cuttyhunk Buy 11/14/2013 2 Cannell SMA Buy 11/14/2013 482 Tonga Buy 11/15/2013 163 Ginnell SMA Buy 11/15/2013 18,191 Tonga Buy 11/18/2013 88 Cannell SMA Buy 11/18/2013 9.712 Tonga Buy 11/19/2013 2 Cannell SMA Buy 11/19/2013 198 Tonga Buy 12/4/2013 14,068 Cuttyhunk Buy 12/4/2013 8,084 Cannell SMA Buy 12/4/2013 4.848 Tonga Buy 12/5/2013 15,630 Cuttyhunk Buy 12/5/2013 8,983 Cannell SMA Buy 12/5/2013 5,387 Tonga Buy 12/6/2013 13.908 Cuttyhunk Buy 12/6/2013 7,612 Cannell SMA Buy 12/6/2013 5.348 Tonga Buy 1/10/2014 26,200 Cannell SMA Buy 1/10/2014 2,435 Tonga Buy 1/13/2014 4.849 Cannell SMA Buy 1/13/2014 451 Tonga Buy 1/14/2014 91 Cannell SMA Buy 1/14/2014 9 16
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity Canncll SMA Buy 1/17/2014 20,000 Cannell SMA Buy 1/21/2014 12,721 Tonga Buy- 2/4/2014 3,415 Tonga Buy 2/10/2014 52,501 Cuttyhunk Buy- 2/10/2014 26,386 Cannell SMA Buy 2/10/2014 1,789 Tonga Buy- 2/11/2014 5,312 Cutty-hunk Buy 2/11/2014 2,669 Cannell SMA Buy- 2/11/2014 181 Tonga Buy 2/12/2014 6,278 Cuttyhunk Buy- 2/12/2014 3,124 Cannell SMA Buy 2/12/2014 1,198 Tonga Buy- 2/13/2014 11,845 Cuttyhunk Buy 2/13/2014 5,895 Canncll SMA Buy- 2/13/2014 2,260 Tonga Buy 2/14/2014 14.805 Cuttyhunk Buy- 2/14/2014 7.369 Cannell SMA Buy 2/14/2014 2,826 Tonga Buy- 2/18/2014 35,830 Cuttyhunk Buy 2/18/2014 17,832 Cannell SMA Buy- 2/18/2014 6,838 Tonga Buy 2/19/2014 14.805 Cuttyhunk Buy- 2/19/2014 7.369 Canncll SMA Buy 2/19/2014 2,826 Tonga Buy 2/20/2014 14.805 Cuttyhunk Buy- 2/20/2014 7.369 Canncll SMA Buy 2/20/2014 2,826 Tonga Buy- 2/21/2014 15,295 Cuttyhunk Buy 2/21/2014 7,615 Cannell SMA Buy 2/21/2014 2,921 Tonga Sell 3/13/2014 16,282 Cuttyhunk Sell 3/13/2014 8/248 Cannell SMA Sell 3/13/2014 5/251 Tonga Sell 3/14/2014 35,786 Cuttyhunk Sell 3/14/2014 18,129 Cannell SMA Sell 3/14/2014 11,540 Tonga Sell 4/2/2014 40,801 Cuttyhunk Sell 4/2/2014 21/223 Tonga Sell 4/3/2014 32,891 17
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity Cuttyhunk Sell 4/3/2014 17,109 Tonga Sell 4/7/2014 20,349 Cuttyhunk Sell 4/7/2014 13,278 Cannell SMA Sell 4/7/2014 10,204 Tonga Sell 4/8/2014 5,289 Cuttyhunk Sell 4/8/2014 2,004 Cannell SMA Sell 4/8/2014 2,047 Tonga Sell 4/9/2014 102,239 Cuttyhunk Sell 4/9/2014 81,757 Cannell SMA Sell 4/9/2014 02,829 Tong; i Sell 4/10/2014 15.803 Cuttyhunk Sell 4/10/2014 7.994 Cannell SMA Sell 4/10/2014 0,143 Tonga Sell 4/11/2014 213 Cuttyhunk Sell 4/11/2014 100 Cannell SMA Sell 4/11/2014 81 Tonga Sell 4/15/2014 15.803 Cuttyhunk Sell 4/15/3)14 7.994 Cannell SMA Sell 4/15/2014 0,143 Tonga Sell 4/10/2014 7,932 Cuttyhunk Sell 4/16/2014 3,997 Cannell SMA Sell 4/10/3)14 3,071 Tonga Sell 4/17/3)14 10,73) Cuttyhunk Sell 4/17/2014 8,430 Cannell SMA Sell 4/17/2014 0,478 Tonga Sell 4/21/2014 15,805 Cuttyhunk Sell 4/21/2014 7,993 Cannell SMA Sell 4/21/2014 6,142 Tonga Sell 4/22/2014 11,631 Cuttyhunk Sell 4/22/2014 5,861 Cannell SMA Sell 4/22/2014 4,504 Tonga Sell 4/23/2014 89,300 Cuttyhunk Sell 4/23/2014 45.013 Cannell SMA Sell 4/23/2014 34,594 Tristan Bin 8/28/2017 182,115 Tristan Offshore Bu\ 8/28/2017 85,485 Tristan Bu) 8/29/2017 221,788 Tristan Offshore Bin 8/29/2017 104,112 Tristan Bu\ 8/30/2017 08,053 18
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity Tristan Offshore Buy 8/3D/2017 31.947 Tristan Buy 8/31/2017 68,053 Tristan Offshore Buy- 8/31/2017 31.947 Tristan Buy 9/1/2017 265,150 Tristan Offshore Buy 9/1/2017 124,439 Tristan Buy- 9/5/2017 39,746 Tristan Offshore Buy 9/5/2017 18,654 Tristan Buy- 9/6/2017 40,080 Tristan Offshore Buy 9/6/2017 18,810 Tristan Buy- 9/7/2017 9,324 Tristan Offshore Buy 9/7/2017 4,376 Tristan Buy 9/8/2017 62,220 Tristan Offshore Buy 9/8/2017 29,201 Tristan Buy- 9/11/2017 613 Tristan Offshore Buy 9/11/2017 287 Tristan Buy- 9/12/2017 8,170 Tristan Offshore Buy 9/12/2017 3,834 Tristan Buy- 9/13/2017 34,029 Tristan Offshore Buy 9/13/2017 15,971 Tristan Buy 9/14/2017 35,058 Tristan Offshore Buy- 9/14/2017 17.688 Tristan Buy 9/15/2017 13,305 Tristan Offshore Buy- 9/15/2017 6,244 Tristan Buy 9/18/2017 40,835 Tristan Offshore Buy 9/18/2017 19,165 Tristan Buy- 9/19/2017 16.947 Tristan Offshore Buy 9/19/2017 7,953 Tristan Buy- 9/20/2017 77,314 Tristan Offshore Buy 9/20/2017 36/286 Tristan Buy- 9/21/2017 3.688 Tristan Offshore Buy 9/21/2017 1,730 Tristan Buy- 9/22/2017 4,276 Tristan Offshore Buy 9/22/2017 2,006 Tristan Buy- 9/26/2017 817 Tristan Offshore Buy 9/26/2017 383 Tristan Buy- 9/27/2017 36,752 Tristan Offshore Buy 9/27/2017 17/248 Tristan Buy- 9/28/2017 5 Tristan Offshore Buy 9/28/2017 19
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity Tristan Buy 9/29/2017 25,281 Tristan Offshore Buy 9/29/2017 11,864 Tristan Buy UI/2/2tll7 17,015 Tristan Offshore Buy 10/2/2017 7,985 Tristan Buy 10/3/2017 210,518 Tristan Offshore Buy 10/3/2017 98,803 Tristan Buy 10/4/2017 91,879 Tristan Offshore Buy 10/4/2017 43,121 Tristan Buy 10/5/2017 22,251 Tristan Offshore Buy 10/5/2017 1*1,442 Tristan Buy 10/6/2017 78,947 Tristan Offshore Buy 10/6/2017 37,053 Tristan Buy 10/13/2017 4,628 Tristan Offshore Buy 10/13/2017 2,171 Tristan Buy 10/18/2017 2,587 Tristan Offshore Buy 10/18/2017 1,213 Tristan Buy 10/19/2017 3,919 Tristan Offshore Buy 10/19/2017 1,838 Tonga Buy 10/24/2017 1,724 Tristan Buy 10/24/2017 1,428 Tristan Offshore Buy 10/24/2017 657 Cuttyhunk Buy 10/24/2017 491 Tonga Buy 10/26/2017 7,371 Tristan Buy 10/26/2017 6,111 Tristan Offshore Buy 10/26/2017 2,815 Cuttyhunk Buy 10/26/2017 2,103 Tonga Buy 10/31/2017 891 Tristan Buy 10/31/2017 736 Tristan Offshore Buy 10/31/2017 339 Cuttyhunk Buy 10/31/2017 253 Tonga Buy 11/9/2017 13,223 Tristan Buy 11/9/2017 10,959 Tristan Offshore Buy 11/9/2017 5,047 Cuttyhunk Buy 11/9/2017 3,771 Tonga Buv 11/10/2017 6,646 Tristan Buy 11/10/2017 5,508 Tristan Offshore Buy 11/10/2017 2,537 Cuttyhunk Buy 11/10/2017 1,896 Tonga Buv 11/14/2017 4,061 2*)
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity Tristan Buy 11/14/2017 3,365 Tristan Offshore Buy 11/14/2017 1,550 Cuttyhunk Buy 11/14/2017 1,158 Tonga Buy 11/16/2017 22,177 Tristan Buy 11/16/2017 18,386 Tristan Offshore Buy 11/16/2017 8,469 Cuttyhunk Buy 11/16/2017 6,328 Tonga Buy 11/21/2017 8,133 Tristan Buy 11/21/2017 6,742 Tristan Offshore Buy 11/21/2017 3,105 Cuttyhunk Buy 11/21/2017 2,320 Tonga Buy 11/22/2017 7,894 Tristan Buy 11/22/2017 6,542 Tristan Offshore Buy 11/22/2017 3,013 Cuttyhunk Buy 11/22/2017 2,251 Tonga Buy 11/24/2017 8,013 Tristan Buy 11/24/2017 6,642 Tristan Offshore Buy 11/24/2017 3,059 Cuttyhunk Buy 11/24/2017 2,286 Tonga Buy 11/27/2017 8,013 Tristan Buy 11/27/2017 6,642 Tristan Offshore Buy 11/27/2017 3,059 Cuttyhunk Buy 11/27/2017 2,286 Tonga Buy 11/28/2017 1,444 Tristan Buy 11/28/2017 1,195 Tristan Offshore Buy 11/28/2017 550 Cuttyhunk Buy 11/28/2017 411 Tonga Buy 11/29/2017 1,724 Tristan Buy 11/29/2017 1,428 Tristan Offshore Buy 11/29/2017 657 Cuttyhunk Buy 11/29/2017 491 Tonga Buy 11/30/2017 3,664 Tristan Buy 11/30/2017 3,036 Tristan Offshore Buy 11/30/2017 1,398 Cuttyhunk Buy 11/30/2017 1,045 Tonga Buy 12/1/2017 2,453 Tristan Buy 12/1/2017 2,032 Tristan Offshore Buy 12/1/2017 936 Cuttyhunk Buv 12/1/2017 699 21
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity Tonga Buy- 12/19/2U17 111,979 Tristan Buy 12/19/2017 92,845 Tristan Offshore Buy 12/19/2017 42,770 Cuttyhunk Buy 12/19/2017 31,956 Tonga Buy 12/20/2017 1,523 Tristan Buy 12/20/2017 1,262 Tristan Offshore Buy 12/20/2017 581 Cuttyhunk Buy 12/20/2017 434 Tonga Buy 12/21/2017 14,561 Tristan Buy 12/21/2017 12,071 Tristan Offshore Buy 12/21/2017 5,560 Cuttyhunk Buy 12/21/2017 4,155 Tonga Buy 12/22/2017 78,351 Tristan Buy 12/22/2017 64,963 Tristan Offshore Buy 12/22/2017 29,926 Cuttyhunk Buy 12/22/2017 22,360 Tonga Buy 12/26/2017 41,020 Tristan Buy 12/26/2017 34,009 Tristan Offshore Buy 12/26/2017 15,666 Cuttyhunk Buy 12/26/2017 11,705 Tonga Buy 12/27/2017 14,548 Tristan Buy 12/27/2017 12,061 Tristan Offshore Buy 12/27/2017 5,556 Cuttyhunk Buy- 12/27/2017 4,151 Tonga Buy 12/28/2017 41 Tristan Buy 12/28/2017 33 Tristan Offshore Buy 12/28/2017 15 Cuttyhunk Buy 12/28/2017 11 Tonga Buy 12/29/2017 43,982 Tristan Buy 12/29/2017 36,467 Tristan Offshore Buy 12/29/2017 16,799 Cuttyhunk Buy 12/29/2017 12,552 Tonga Buy 1/8/2018 1,804 Tristan Buy 1/8/2018 1,494 Tristan Offshore Buy 1/8/2018 688 Cuttyhunk Buy 1/8/2018 514 Tonga Buy 2/7/2018 791 Tristan Buy 2/7/2018 166 Tristan Offshore Bm 2/7/2018 335 22
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity Cuttyhunk Buy 2/7/2018 208 Tonga Buy 2/8/2018 6,738 Tristan Buy 2/8/2018 1,422 Tristan Offshore Buy 2/8/2018 2,870 Cuttyhunk Buy 2/8/2018 1,784 Tonga Buy 2/9/2018 2,040 Tristan Buy 2/9/2018 430 Tristan Offshore Buy 2/9/2018 868 Cuttyhunk Buy 2/9/2018 539 Tonga Buy 3/23/2018 48,870 Tristan Buy- 3/23/2018 4,347 Tristan Offshore Buy 3/23/2018 65,788 ,'u tty hunk Buy 3/23/2018 11,094 Tonga Buy- 3/26/2018 2,028 Tristan Buy 3/26/2018 180 Tristan Offshore Buy- 3/26/2018 2,732 Cuttyhunk Buy 3/26/2018 460 Tonga Buy- 3/27/2018 187 Tristan Buy 3/27/2018 16 Tristan Offshore Buy 3/27/2018 255 Cuttyhunk Buy- 3/27/2018 42 Tonga Buy 4/17/2018 10,521 Tristan Buy- 4/17/2018 937 Tristan Offshore Buy 4/17/2018 14,158 Cuttyhunk Buy- 4/17/2018 2,389 Tonga Buy 4/18/2018 3,306 Tristan Buy- 4/18/2018 294 Tristan Offshore Buy 4/18/2018 4,450 Cuttyhunk Buy 4/18/2018 750 23
\ajnc: Lionel F. Conacher CONFIDENTIAL DESTINATION XI CJROUP, INC. Questionnaire for Potential Director Nominees Please revicw this Questionnaire and answer accurately (in ink other than black) Please be sure that even question in this Questionnaire is answered; if the answer to any question is “None*’ or “Not Applicable," please so state If the space supplied is insufficient to answer any question, please attach extra sheets of paper. The Appendix at the hack of this Questionnaire explains the meaning of certain terms used in theQuestionnaire. Please sign, date and return the completed Questionnaire to the Legal Department. 555 Turnpike Street.Canton. Massachusetts 02021 as soon as possible. If you have questions as to any terminology used in this Questionnaire or as to the significance of any particular fact or situation, please contact Robert S. Molloy at (7811 828-9300 \2029 or Kathy Lehmann at (781)828-9300 x2543 oral klchmannddxlg.com. Thank you for your assistance.
PAR I I PERSONAL AND PROFESSIONAL HISTORY (Reg. S-K. Item 401) 1 Basic Information Name: ^ ' • Co Date of Birth; ^ l ^ X Home Address: ? A Vfc ^ ^o<>5 ^ ^ Home Telephone: ^~~ ( X M Work Address Work Telephone: l ? GO - ("*1 f Email: \o*c I £(*> Co**<cAtJ-. Ce 2. Directorships a Are you (or have you been at any time during the lasl five years) a director of any company which has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. is subject to the periodic reporting requirements ofSection15(d) of such Act. or is registered as an investment company under theInvestment Company Act of 1940? Yes V^No b. If so. please list each such company.
3. Business Experience Since February I. 2013 Please describe your business experience, principal occupations and employment from February l. 2(113 to the present You need not repeat any information given in answer to Question 2. Givedates to the nearest month. Give the name and a brief description of the principal business of anycompany or other organization lor which you worked and state whether the company is a parent,subsidiary or other affiliate of the Company. if applicable Give enough information about thenature of your responsibilities in your prior positions U'-tf. size of operation supervised) to enablethe reader to assess the level of your professional competence Parent. Subsidiary Period Company or Other or Other Affiliate Principal Position anti (please indicate Organization of the Company Business Responsibilities month vear of startdale and end datcj Jo- T3/.C 4. Family Relationships to Other Company Ott'icers or Directors a, Arc you related by blood, marriage or adoption to any other person who is a director or officer of the Company or who has been nominated or chosen to become one’ (For purposes of this question only, include any such family relationship not more remote than first cousin.) Yes ^ No b. If so. please provide the following information: Name of Relative Relationship 5. Arrangements. Understandings, or Contracts a. Were you selected or are you to be selected to become a director or officer of the Company as the result of any arrangement, understanding or contract between yourselfand any other person? - 3-
b If so. please give the name(s) ot such personas) and describe the arrangement or understanding. Arc there any agreements or arrangements between you and any person or emits otherthan the Company relating to compensation or other payment in connection with youtservice as a director of the Company? d. If so. please give the namc(s) ot such person(s) entity and describe the material terms of the arrangement or understanding. ln\ol\cmcnt in Certain I \ pes of I egal Proceedings a. Since February l. 2008, have you 11) (lied a bankruptcy or insolvency petition. (2) been the subject of such a petition filed by someone else. (3) had any business or property pulin receivership. (4) been a partner or former partner of a partnership subject to such apennon or receiv ership. or (5; t>ecn an officer or former officer of a corporation or otherorganization subject to such a petition or receivership? Yes y No b. Since February I. 2008. have you been com icted in any criminal proceeding (excluding traffic violations)? ___ Yes [/\o c Are you a named subject of a pending criminal proceeding (excluding traffic v iolations)? d. Since February 1, 2008, have you ever been enjoined, suspended or otherwise limited by any court or other authority from participating in any of the follow ing activities: (I) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant orother person regulated by the Commodity Futures Trading Commission(“C.F. I .C ") or a similar foreign governmental entity, or an associated person ofthe foregoing?
(21 actmp as an investment advisor, underwriter, broker or dcalei in securities, or an associated person of any of lire foregoing? Yes j/ No (3) acting as director or employee or otherwise being affiliated with any investment company, bank, savings and loan association, or insurance company? Yes * No (4) engaging m any other activ ny connected w ith securities or commodities? 15) engaging in any other type of business practice? Yes ^ No (6) engaging or continuing in any other conduct or practice in connection with any of the above activities” »/ Yes No (7 ) associating w ith any person engaged in any of the above activities? Since February t. 2008, have y ou been tound by a court or by the Securities and Exchange Commission uhe "SEC ) or C.F I .C. or a similar foreign governmental entityto have violated any foreign, federal or state securities law or commodities law (whetheror not the finding or Judgment was subsequently rev ersed, suspended or vacated)? Since February 1, 2008. have you been the subject of, or a party to. any foreign, federalor state judicial or administrative order, judgment decree or finding relating to an allegedviolation of (1) anv foreign, federal or slate securities or commodities law or reculation? v/ Yes No (2) any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order ofdisgorgement or restitution, civ il money penalty or temporary or permanentcease-and-desist order, or removal or prohibition order?
(3) any law or regulation prohibiting mail or w ire fraud or fraud in connection with am business entity? Yes ' S No g. Since February 1,2008, have you been the subject of. or party to, any sanction or order of any self-regulatory organization, any registered entity, or any equivalent exchange,association, entity or organization that has disciplinary authority' over its members orpersons associated with a member? h. Since February 1. 2008. have you been subject to any judicial or administrative proceeding before any court, commission (including the SF.C or C.F.T.C.). board or othergovernment agency concerning any matter similar in nature to the matters described inparts d.. e.. f. and g. of this question which did not result in a judgment or finding or isnow pending? i. To your know ledge, since February 1. 2008. have you been subject to any investigation by any government agency or body concerning any matter similar in nature to the mattersdescribed in parts d.. e.. f. and g. of this question which did not result in the institution ofjudicial or administrative proceedings or is now pending? j. Since February 1, 2008. have you been named in. or found liable or guilty in, any civil or criminal proceeding or investigation by any foreign, federal or stale governmental agencyalleging fraud or breaches of any duties to shareholders or other constituents of acompany? k. Since February 1, 2008, have you been subject to any order, judgment or decree that restrains or enjoins you from engaging or continuing to engage in any conduct or practice: (i) in connection w ith the purchase or sale of any security, (ii) involving themaking of any false filing with the SEC or similar foreign governmental entity or (Hi)arising out of the conduct of the business of an underwriter, broker, dealer or municipalsecurities dealer, investment adv isor or paid solicitor of purchasers of securities? 1. Since February I, 2008. have you been subject to a Lniled States Postal Service false representation order? -6-
m. Are vou subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the 1 nited States Postal Service to constitute a scheme or dev ice forobtaining money or property through the mail bv means of false representations' n. Have you been involved in. or has any inquiry, investigation, lawsuit or disciplinary action been initiated against y ou by any regulatory or professional organization, including, but not limited to. the SF.C. any state securities commission. FTNRA (formerlyNASO) or any foreign regulatory authority? o. Do you know of any inquiry, investigation, lawsuit or disciplinary action initialed against the Company, any of its officers, directors, principals, associates, affiliates, predecessorsor five percent stockholders by any regulatory organization including, hut not limited to,the SHC. any state securities commission. FINRA (formerly NASD) or any foreignregulatory authority? Yes * No p. If your answer to any of the above questions is "Yes,” please describe in detail what happened. Please name all persons m\ oived. give the court and/or agency docket numbervil the proceeding, and prov ide any other information that might explain or aid inunderstanding your involvement in the proceeding. Do you consent to being named in the Proxy Statement ana agree to serve as a director if elected? V Yes No PARI If COMPENSATION(Reg. S-K. Item 402) 8 the Company w ill review its records to gather information on all compensation paid to you by the Company and its subsidiaries 1 he follow ing questions arc intended to help ensure that allcompensation is identified and to otherwise assist in the Company s review. a. During the last fiscal year, did you receive any compensation as a director or officer of the Company from any person other than the Company or its subsidiaries? - 7-
if\c>. picusc describe. h. (’Sense describe any consulting lees earned from, or paid or pay able by the Company and/or us subsidiaries to you, including through joint ventures. If none, please soindicate c Do you ha\e an employment agreement with the Company or any of its subsidiaries? If so. please describe. Vo d Do you have any agreement or arrangement w ith the Company or its subsidiaries, or does the Company or its subsidiaries have any plan, tinder which you w ill receive any paymentat. follow ing m in connection w ith your resignation, retirement or other termination ofyour employment or from a change in control of the Company or a change in yourresponsibilities following a change in control? If so, please describe. c Please describe any other compensation (regardless of amount) earned or paid to you during the last fiscal year that is not already reported in this Question 8 (including compensation related to transactions between the Company or any of Us subsidiaries andany third party from which you or any Immediate Family member receivescompensation). If none, please so indicate. PART 111 I'RANS ACTIONS \N ITH THF. COMPANY OR ANY SI BSIDIAKY (Reg. S-K, Item 404(a)) The questions in this section arc designed to assist the Company in identifying the existence of any"related party transactions’', including a transaction that would be required to be disclosed in the
Compam s proxy statement. I lie SLC. requires the Company 10 include information that relates to transactions involving your Immediate Family members. Please refer to the dellnition of "Immediate Family’' in Appendix A below in connection w ith your responses to these questions. Please also completethe attached Annex A, which is a list of your Immediate Family members. I his is intended to help yourespond to the questions below 9 Since the beginning of fiscal 20 i 7 ti.e.. January 2l>. 201 "7). have you, any Associate of yours or any member of your Immediate f amily had. or do you propose to have, any interest, directly orindirectly, in any transaction (or series of similar transactions! in which the Company. any of itssubsidiaries or any of their pension, retirement or similar plans was or is to be a participant andthe amount involved in such transaction exceeds $120,000° Please note you are deemed to havean indirect interest in a transaction betw een the Company and any entity of winch youBeneficially Own ten percent or more of its equity interests. If you answer ••yes" to this questionor the following question, please note that additional follow -up may be necessary. If yes. for each such transaction, please provide the following information: • the name of such person: • a description of the relationship to you and the Company. • the nature of such person's interest in the transaction(s) (including such person’s position(s) or relationships!s) vviih. or ownership in. a firm, corporation, or other entity dial is party to. or has an interest in. such transaction): • when such transaction(s) occurred or will occur: • the amount of such transact ion(s); and • the amount of such person’s interest in the transaction! s) (without regard to profit or toss). !0. If you. any Associate of yours or any member of your Immediate Family is or was at any time since the beginning of llsea! 201’. or proposes to be. engaged, directly or indirectly, in any financial transaction lor series of similar transactions), arrangement or relationship (including anyindebtedness or guarantee of indcbicdness) in any amount involving the Company, any of itssubsidiaries or any ol their pension, retirement or similar plans as a participant, please indicatebelow ihe name of such person and indicate such person’s relationship to you and the Company, the nature of the debt, the largest aggregate amount outstanding during the Company 's last fiscalyear, the amount outstanding at February3. 2018. the amount of principal paid during theCompany’s Iasi fiscal year, the amount of interest paid during the Company's last fiscal year, andthe rate of interest paid or charged thereon. Not applicable t disclose the following:
II. Do von or any of your Associates have any interest, direct or indirect, by security holdings orotherwise, in any matters to be acted upon at the 201X Annual Meeting (other than elections tooffice or interests under option or retirement plans).’ Ifyes, please describe such interest. PART IV LEGAL PROCEEDINGStReg. VK.. Item1UJ. Instruction 4) i 2. Interests Adverse to the Company a. Are you or any of the follow ing persons a party ad\ ersc to the Company or any of its affiliates, or do you or any such person hold an interest adverse to the Company or any of its affiliates, in any legal proceeding? i. You? ii. Your spouse, or any relative of you or your spouse who lives in your home or who is a director v>r officer of the Company? iii. Any corporation or organization of which you are a director, officer or partner? iv. Any corporation or organization of which you arc, directly or indirectly, the Beneficial Owner of foe percent or more of any class of equity securities? v Any trust or estate in wInch y ou have a beneficial interest or of which you are a trustee or fiduciary ?
v i To \ our know ledge. any person or an> partnership, syndicate or other group who or which is the Beneficial Owner of more than H\c percent of the outstanding shares of anyJass of the Company's voting securities? vii. Any member of the Immediate Family or any or the foregoing persons? It your answer to any of the above questions is 'Yes.'' please pro\ ide the following informationfor cadi such legal proceeding: (1) name of court or agency. (2) date proceeding was instituted.13» principal parties to proceeding. (4) a description of the factual basis alleged to underlie theproceeding, (5) die relief sought and (6) your relationship, if any, to each of the parties to theproceeding. b. Do you know of any legal, regulatory or administrative proceeding brought or contemplated h\ any governmental authority (including but not limited to antitrust price-fixing, lax. environmental, copyright or patent litigation) to which you. the Company or any subsidiary of the Company is or may be a party or of w hich the property of the Company or any subsidiary of the (. ompany is subject0 Yes No Ifyour answer is yes, please provide a description below PAR I \ SECURITY OWNERSHIP (Reg. S-K, hem 4U3) 13. Interests in tlic C oilmans s Securities isee Appendix A> I)o you Beneficially Own. or have the right to acquire (for example, through the exerciseof an option or pursuant to the power to revoke a trust) Beneficial Ownership withrespect to, any equity securities of the Company or any of its affiliates: (I) Directly? (2) Indirectly through your spouse, any minor child of yours, or any relative of you or your spouse who lives in your home? 7 Yes No - 11 -
Indirectly through any corporation of which you or any member ofyourImmediate Family is a director, officer or partner? Vos / indirectly through any corporation of which you or any member of your Immediate f amily is, directly or indirectly , the Beneficial Owner of five percentof any class of equity securities'1 Ves (5) Indirectly through any trust or estate in which you or any member of your Immediate Family has a beneficial interest or of which you or any member ofyour Immediate Family i-. a trustee or fiduciary? (<») Jointly? Ves . t: -
b. Il'yiHH answer to any portion of (Question i .»a is "Vo." please provide the following information. C Of amount shown incolumn B, number ofshares with respect to which you have the l> A B right to acquire Nature of E C lass of Amount Owned Beneficial Ownership Beneficial Direct or indirect securities Beneficially within M> davs Ownership' ownership4 Includes shares deemed to be Beneficially Owned as specified in Appendix A. ’ Sec Appendix A. Slate nature of right to acquire Beneficial Ow nership (for example, “subject tooption"). ' For ali shares listed, slate whether you have (a) sole voting power, (b) shared voting power, (c) soleinvestment power or (d) shared investment power if you share voting or investment power, pleaseidentify the person with whom such power is shared and describe the arrangement or agreement under which it is shared. 4 If shares are owned directly, so state. If shares are owned indirectly, state die nature of such indirectownership (for example, "by w ife"). - 13 -
c. \\ tilt respect lo any securities listed in your answer lo Question 13b. do you wish to disclaim Beneficial Ownership thereof? / Yes v No If so, please indicate the class and amount of securities us to w hich > on arc disclaiming Beneficial Ownership. Class of Securities Amount d Uo >on know ot any person, company or group who or which is the Beneficial Owner or pledgee of more than five percent of the outstanding shares ol any class of theCompany 's voting securities or who or which has the right to acquire BeneficialOwnership of more than five percent of any class of such securities? It so. please state the name of such person, company or group. Cet/>' i-LC e. To your know ledge, do any holders of more than five percent of any class of the C ompany s voting securities hold such securities pursuant to any voting trust or similaragreement? II »o. picase stale the namc(s) and address! es t of the voting irusteels). f. Arc any or the shares Beneficially Owned by you. as described in 13a and IJbabove. held in a margin account or othenv ise pledged as security or collateral? If so. brieflydescribe the details below and indicate the number of shares pledged as security. /• Yes . V, No !4-
14 (. banjos m t ontrol a. Are you aware ol any arrange moms., including any pledge of securities of the Company or any of it-, affiliates or subsidiaries that bnve resulted in. or may at a later date result in.a change in control of the Company? h It so. please describe. PARI VI PAYMENTS TO FOREIGN OFFICIALS AND IRAN RE LA I ED ACTIVITIES 15 Payments to foreign Officials or Institutions a. Have you made any pay mem or offer to pay am money or anything of value to any foreign official, foreign political party, foreign party official, or candidate tor foreignpolitical office tor the purpose of; (1\ influencing any act or decision of such foreign person or institution, or 12) inducing such foreign person or institution to influence any act or decision of a foreign government. in order to assist ihe Company or any other person or entity to obtain or retain business for or with any person or to direct business to any person? b. Have you made any offer of any money or anything of value to any person, foreign or domestic, vs Idle knowing or having reason to know that all or part ofthe money or valueoffered would he used for the purposes described in Question 15a? I h. Iran Relaied Activities: • For purposes of this Question 16. "affiliate" includes any L .S. or foreign entity that you directly or indirectly control ti c. have the power to direct or cause the direction of the management andpolicies of that entity through ownership of voting securities by contract, or otherwise). - 15-
W e also request that you inform us immediately if you or any of your affiliates engages, or plansto engage, in any of the aeti\itie> described below at any lime during The current fiscal year orthereafter. a During the past two years. have you or any of your affiliates engaged in any transactions with, relating to. or benefiting Iran, its government (including its agencies, politicalsubdivisions, and any entity controlled by it it acting on its behalf, or any persons orentities in Iran, whether such transactions arc direct or indirect? PART Ml COMPENSATION COMMITTEE INTERLOCKS (Reg. S-K. Item 407(e)(4)) Compensation ( ommmee Matters Did you at any time during fiscal 2017 serve as an executive officer of another company whichhad as a member of its compensation committee {or other Board committee performingequivalent functions or. in the absence of any such committee, the Board of Directors) anexecutive officer ol the Company? If yes. please identity the odier company, your position w nh such other company, the Companyexecutive officer m question and his position w ith sucli other company: Officer Membership on Other Boards and Committees a. Did you at any time during fiscal 2017 serve as a member of the compensation committee (or other Board committee performing equivalent functions or, in the absence of any suchcommittee, the entire Board of Directors) of another company, one of whose executiveofficers serv ed on the compensation committee of the Company? If yes. please identify the other company, your position with such other company, and themember of the Company’s compensation committee in question; b. Did you at any lime during fiscal 2017 serve as a member of the Board of Directors of another company, one of whose executive officers served on die compensation committeeof the Company?
It yes, please identify the other company and the member of the Company'scompensation comittinee in question' c. Did you at any time during fiscal 201' serve as a member of the compensation committee ( or other Board committee performing equivalent functions or. in tlie absence of any suchcommittee, the entire Board of Directors! of another company, one of whose executiveofficers served as a director of the Company (but not necessarily a member of thecompensation committee of the Company )? Yes / No If yes, please identify the other company, your position with such other company, and themember of the Company's Board of Directors in question: PART VIII Al DIT COMMITTEE FINANCIAL EXPERTISE Financial Expertise a. Do you have education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or it) u position that involvesthe performance of similar function0 If so. please describe (i) the position(s) that you held, (ii) a statement of your specificduties, (iit) the name of the company or companies in which you held such position(s)and (iv) the period(s) during which you held such position!s): See CV at end of questionnaire. h. If your answer to Question iv is "No,” have you held a position in which you gained experience in one or more positions that involve the performance of functions similar tothose that arc performed by principal financial officers, principal accounting officers,controllers, public accountants or auditors? If so. please describe ii) live posit ion(s) that you held, (ii) a statement of your specificduties, (iii) the name of the company or companies in which you held such position(s)and (iv) the period(s) during which you held such posilion(s): - 17- See CV at end of questionnaire.
0. Supcrv isorv Role a. Do you have experience actively supen King a principal financial official officer. principal accounting officer, controller, public accountant, auditor or person performing -.innlar functions? II so. please describe (i) iiie position! s) that you held, (ii) a statement of your specificduties, (ill t the name of the company or companies in which you held such position! s)and (iv) the period!si during which you held such positions): See CV at end of questionnaire b Do you have experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financialstatements? If so. please describe (i) the posilion(s) that you held, (ii) a statement of your specificduties, (iii) the name of die company or companies in which you held such positionaland (iv) the penodisi during which you held such position(s); See CV at end of questionnaire 21. r.xpcricnce a. Do you have any oilier relevant experience through which you gained 1 1; an understanding of generally accepted accounting principals t "GAAP") and financial ^atements? tf No C) the ability to assess the general application of GAAP in connection with the accounting for estimates, accruals and reserves? / 13) Ves No experience preparing, auditing, analyzing or evaluating financial statements thatpresent the breadth and level of accounting issuer that are generally comparableto the breadth mid complexity of issues that can reasonably be expected to bo raised by the Company's financial statements or experience actively supervising • me or more persons engaged in such activities? - 18 -
l/ Yes No l l > an understanding ot internal controls and procedures lor financial reporting? P) an understanding of audit committee tunctions? Yes No If your answer is “Yes' with respect to any of items (ii through (v) above, please providea general statement of support with respect to each answer; 22. Finance or Accounting Decree Do you have an advanced degree in finance or accounting? V Yes No If so. please described the advanced degree, the name of the institution where you earned suchdegree and tire year in which you received such degree: See CV at end of questionnaire. 2.> Certified Public Accountant Are you a certified public accountant, or the equivalent, in good standing?i tied p Yes v/ No If so. please state the period during which you actively practiced as a certified public accountant(or the equiv alent ); 24. Are you certified or otherwi*e identified as hav ing accounting or financial expertise by a recognized private body that establishes ana administers standards in respect of such expertise,and in good standing? - 19-
If so. please (i) describe the nature of such certification, (iii identity the administering body and (ii) suite the period during which you base been so certified; l aw s ami Regulation?. Please provide a general statement describing your level of familiarity and experience with (i) allapplicable laws and regulations regarding the preparation of financial statements of publiccompanies and i it) rex iew ing. preparing, auditing or analy zing financial statements ol public companies gee at encj 0f questionnaire. Other Relevant Qualifications or P.xpenence To the extent not covered by Questions lb-25 above regarding your experience in evaluating thefinancial statements of public companies, please provide a description of any of your otherrelevant qualifications or experience that would assist the Company in evaluating your ability tounderstand and evaluate the Company’s financial statements and its other financial informationand to make know Icdgcablc and through inquiries vv hethcr (i> the Company's financial statements“fairly present" its financial condition, results of operations and cash flows in accordance with GAAP: and (ii) the Company's financial statements and other financial information, taken together, "fairly present the Company's financial condition, results ot operations and cash How;
I consent to being named in the Company 's Proxy Statement and Annual Report and other solicitation materials, it so nominated as a director of the Company. 1 confirm my understanding that theprovisions of the Company s governing documents must he complied \\ ith and satisfied in order for me toquality, and he properly nominated as, a director of the Company, including the provisions of Section415 of the fourth Amended and Restated By-Laws of Destination XL Group. Inc The answers to theforegoing questions are complete and accurate tn all respects to the best of my knowledge and hehet. Iwill notify the Company promptly if any of my responses change. In the absence of notice from meconcerning any changes in the foregoing answers following the date of this Questionnaire, the Companyis to understand that the information appearing in this Questionnaire remains, to the best of my knowledge, accurate and complete.
Appendix A Definition of “Beneficial Ownership’’ The SEC has adopted a definition of “beneficial ownership,” as used in this Questionnaire, that is different from the one with which you may be familiar in the context of insider trading. Securities owned“beneficially” would include not only securities held by you for your own benefit, whether in bearer formor registered in your own name or otherwise, but also securities held by others for your benefit (regardlessof whether or how they are registered) such as, for example, securities held for you by custodians,brokers, relatives, executors, administrators, or trustees, and securities held for your account by pledgees,securities owned by a partnership in which you are a member, and securities owned by any corporationwhich is or should be regarded as a personal holding corporation of yours. The SEC’s definition of “beneficial ownership” provides generally that: (a) A person “beneficially owns” a security if he or she, directly or indirectly, has or shares votingpower (i.e., the power to vote, or to direct the voting of such security) and/or investment power (i.e., thepower to dispose or to direct the disposition of such security) whether through any contract, arrangement,understanding, relationship or otherwise. (b) A person is also deemed to be the beneficial owner of a security if he or she has the right to acquire such security within 60 days including any right to acquire such a security during that time period (a) through the exercise of any option, warrant or right; (b) through the conversion of a security; (c) pursuant to the power to revoke a trust, discretionary account or similar arrangement; or (d) pursuant tothe automatic termination of a trust, discretionary account or similar arrangement. In the view of the SEC, any person or entity that controls, or has tbe power to control, a beneficial owneris itself a beneficial owner with respect to the securities owned by the controlled person or entity. Thus,for example, a parent company would be the beneficial owner of securities owned by a subsidiary overwhich it has control. The term “control” means the possession, direct or indirect, of the power to direct orcause the direction of tbe management and policies of the Company, whether through the ownership ofvoting securities, by contract or otherwise. Please note that under the definitions set forth above, there may be more than one beneficial owner of thesame security, such as when a person places securities in a revocable discretionary account with a trusteeor investment adviser who can vote or dispose of the securities; in that case, the individual would haveinvestment power since he or she could revoke the arrangement and the trustee or investment adviserwould have voting power and investment power. Thus, both the individual and the investment adviserwould have beneficial ownership of the same securities. Definition of “Executive Officer” When used in reference to any company or business entity, “executive officer” means the chief executiveofficer, president, any vice president in charge of a principal business unit, division or function (such assales, administration or finance), any other officer who performs a policy making function or any otherperson who performs similar policy making functions for the company.(Executive officers ofsubsidiaries may be deemed executive officers of the company if they perform such policy makingfunctions for the company.) Definition of “Immediate Family” -22-
A person’s “immediate family” includes such person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and tathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law (whether by blood or adoption), or anyone residing in such person’s home (other than a tenant oremployee). Definition of “Associate” The term “associate," as used in this Questionnaire, means: 1. any corporation or organization (other than the Company or a majorityowned subsidiary of the Company) of which you arc an officer or partner or are, directly or indirectly, the beneficialowner of 10% or more of any class of equity securities; 2. any trust or other estate in which you have a substantial beneficial interest or as to which you serve as trustee or in a similar fiduciary capacity; and 3. your spouse, or any relative of you or your spouse, who lives with you, or who is a director or officer of the Company or any of its parents or subsidiaries. -23-
. Innt'.v . I Immediate I amilv Members Board Relationship Name H in plover title Memberships Step-ehildrenSon vin-lavs Daughtcrs-m-lawParents Step-parentsParents-in-law Siblings Brothers-in-lawSisters-in-law Other personssharing your household (otherthan tenants andemployees) - 24
fr m-i4,\ cUur*^rj^ ^ fJU * L #v(*^j ^ jVLlONEL F. LONACHTR ^iJ-jJj ^ fy<jk4*~*j(-»M- (.5-* 4U^_ PC) Box 830 / 3 Upper Ames □ Ross, CA 94957 D (415) 860191b n lkmelf®conachcr com y,^ * _ At-taW-o^K* /w^TrXTh" Wsilll/ill AMiiVU.MWd iVlIMlimiAMANALTOLV: , a y 2010-PRESENT t, 11NI.SI1I raNT 5 w \i**r‘ A#CnX^’#v-/ ^ ^ aJr**^p ■ ■« W-wwnnm n I I'fUqf pn'f-MLl.ll Lru»«-*fllll‘Ult.,.n' Mll'4 S - /) .J (JL * < D UP* 6v (-■v^u t IktmasWeisel Partners Inc.-S*n Francisco, CA ^v-^w^v 6<h^m C 2008 - 20111 President & Chief Operating Officer * (/^»**4LuJu»cK } Loci a NASDAQ listed investment bank tlurough merger integration and restructuring to ultima6' sale of tliefirm at a 100 percent premium to market value. WKsrwiND Partners Inc. - Toronto, Canada 2002 - 2007CcvPc>UNDERj>Rjsippfi & Chief Executive Officer Co-founded boutique institutional investment bank with a focus on energy, mining and TMT in early 2002 andgrew it to $100MM revenues; 100 person firm with offices in Toronto, Calgary, Montreal and London, UK. Ledthe sale of the firm to Thomas Weisel Partners for $170MM in late 2007. Thomson Kernaghan & Co., Ltd. - Toronto, Canada 1999 - 2001Head of investment Banking Started investment banking group of 100 year old retail firm and grew it to $50MM business in under 3 yearsrepresenting 25 percent of the firm's revenues. First Marathon Securities (now NBF Financial) - Toronto, Canada 1995 -1999 11 had of Media & Entertainment Started the media and entertainment banking practice at Canada's leading independent institutional investmentbank arid became one of the lop revenue producers at the firm. Cadillac Fairview Inc - Toronto, Canada 1994 -1996Director Mezzanine debt class representative on the board of major commercial real estate company bankruptcyrestructuring. Hees Infeknattonal Bancorp Inc. (now Brookfield Asset Management)- Toronto. Canada 1989 -1994 Managing Partner Managing Partner responsible for the financing of all the public companies in tire Ed per Group of companies (total market cap S100B representing 20 percent of the TSX) Director and member of the operating c ommittee ofGreat Lakes Power, Inc. (now Brookfield Power). Citicorp Inc. - Toronto, Canada / London, UK 1986 -19««Vice President Vice President in Citicorp Investment Banking Group, lx>an Structuring and Syndication. Chemical Bank-New York, NY 1985-1986 Assistant Vice Presiden t Hanover Fire Depart ment - Hanover, NH 1981 -1985PlRFFlGHTER Continued .
Lionel F. Conacher Page l Professional Organizations and Affiliations San Francisco Museum ol Modem Art - Board of Trustees 4 C Ln,r~ rCfAVOcptHarbourfront Centre, Toronto, Canada - Board of Directors Respect in Sport, Calgary, Canada - Advisory Board Young Presidents Organization*Norral Chapter Luminato Festival, Toronto, Canada yFounding Supporter Education a.b. Economics & art HistoryDartmouth College - Hanover, NH Personal Married, Joan T. Dea, 3 children Interests; Cycling, tennis, golf, skiing, surfing, hunting & fishing, bag piping, contemporary art
NAME: UqtjA- K Co a cJ\tf DESTINATION XL CROUP, INC. Ql ESTIONNAIRE FOR DIRECTORS REGARDING INDEPENDENCE Response Mechanics: Please revsew tin* Questionnaire and answer accurately (in ink other titan black) Please be sure that evert1 question in this Questionnaire is answered; if the answ er to anyquestion is "None” or "Not Applicable," please so state lithe space prov iJcJ for answers isinadequate, please use attachments to provide the additional detail. Unless otherwise stated,answers should be given as of the date on which you complete this Questionnaire. A limitednumber of questions may appear to overlap. Accordingly, you should feel free to cross-reference your answers in order to avoid repealing information. Purpose of Responses: fhe questions below arc designed to elicit a variety of information thatcould he useful to the Board in determining the "independence" of its Directors. In making thisdetermination, the Board will be guided by a few specific requirements, but otherwise will needto rely on broad general principles and its own collective judgment. Unless one of severalobjective (actors causes a Director not to be "independent" under Nasdaq requirements, thequestion lor the Hoard w ill be whether one or more current, and in some cases certain former,relationships that involve the Company or members of its management, taken as a whole, causethe Director not to be "independent." In this regard, the New York Slock Exchange (solely forinformational purposes given that the Company is an Nasdaq-listed company) has staled lhaf "it is nm possible 10 ant idfHite or explicitly to provide for. all circumstances thatmight signal t*>lcoital conflicts of interest. or that might hear on the materiality ofa director v relationship to a listed companyAccordingly, ii is best thatboards making independence determinations broadly consider all relevant factsand circumstances In particular, when assessing the materiality of a director srelationship m ith the company, the hoard should consider the issue not merelyfrom the standpoint of the director, but also pom that of persons or organizationswith which the dine tot has an affiliation Material relationships can includecommercial industrial, hanking, consulting, legal, accounting, charitable andfamilial relationships, among others. Materiality mid Significance - Some Information on Standards: Because neither Nasdaq norapplicable law and regulations have specifically staled what "material" means in this context, theBoard will need to apply a broad, common law standard of materiality w hether a reasonableinvestor would attach importance to the existence of the relationship in determining that theDirector in i/uesiion was not independent. For purposes of completing this Questionnaire, it isimportant to note not only that a single significant relationship may be material, but also thatmultiple relationships which individually arc not significant may. collectively, be material whenviewed as a whole. Wherever possible this Questionnaire attempts to define in context what is"material,'' but in many instances it is simpiy not possible to give a bright-line standard for youto apply. In those instances, please keep in mind that the Board, in making its determinationneeds more, rather than less information so that it can put itsell in the shoes of the "reasonableinvestor." When the facts might lend themselves to multiple interpretations from the “reasonableinvestor" standard, it is appropriate for the Board as a whole, rather than each individual
Director, io reach a judgment as lu materiality. In some utstances. this Questionnaire uses theterm "sigiufkam." which ^ intended to \.ast a broader net than the term '“material" while stillallowing you 10 use your discretion in responding. In all events, if you have any doubts as todisclosure, please err on the side ot disclosing what may arguably be "insignificant" or ••immaterial” relationships, so as to enable the Board to make The most accurate and informed ofdeterminations. L sc of Responses, i ompnnv Information Awisiunee: 1 he inlormalion solicited by this Questionnaire will he used by the Board to comply with legal and Nasdaq requirements that havebecome the locus of much public attention and are closely monitored by institutional investors.Each Director has a vested interest in the process being as complete and thorough as possible\ithe .lame lime, the Board is well aware that it would be unduly burdensome to require eachDirector to disclose every single relationship, no matter how routine or insignificant orincidental, which may have any bearing on any of the questions in this Questionnaire. Therefore,in addition to asking you to make your own judgment as to whether any specific relationship isof the kind as to which a reasonable investor would want more information, the Board isprepared to make available Company data and resources to assist you in ascertaining whetherspecific entities with whom you or your immediate family or affiliates have a relationship alsohave a relationship with the Company or its management or affiliates. Some Denned Terms: l or purposes ol this Questionnaire, the following terms have thefollowing meanings unless otherwise noted: • 'immediate family ” member means any of the following; your spouse, parents, children, siblings, mothers and fathers-in-law. sons and daughters-in-law. brothers and sisters-in- law and anyone (other than persons employed by you) who shares your home. • "Affiliate” means, with respect to any person, any person, directly or indirectly through one iii more intermediaries, controlling, controlled by or under common control with such person. • "Control,” when used with respect to any person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling” and"controlled” have meanings correlative to die foregoing. Please note that the definitions of "affiliate” and "control” are nut necessarily objective definitions and you should therefore he over inclusive in your assessment of whether a personhas been or is "affiliated with another person, including the Company. ['lease note that Nasdaq l isting Rules and the Securities and Exchange Commission rules effectively require the Company to monitor the independence of directors and members oltheAudit Committee, Compensation Committee and Nominaiing/Corporate Governance committeethroughout the year. As a result, if there is any change or proposed change in the facts on whichvour answers to this questionnaire are based, it is important that you notify Robert S. Molloy a((781) 828-0300 x2029 or Kathy Lehmann at (781) 82K-930U *2543 or via email(klehmann adxlu.com) as soon as possible. Thank you for your attention in completing this important Questionnaire.
back(;roi nu Du you >crvc on lire board of directors ot other companies? Yes y/' No IF N FS. please provide a complete description ol this sen ice. However, in the event youserve on a number of "affiliated" or related entities, please fee! free to list the "Parent” or similar entity with a general reference to the other entities. „ , , u ^ . i /> Arc you. or is any member ol your immediate family," now employed, or have you orany member ol your "immediate family'' been employed within the last three years, asan executive officer of another company for which any of the Company's currentexecutive officers serve or served at the same lime on the other company's compensationcommittee? Yes IF YES. please provide a complete description of this relationship. FMPl.Oy MF.NT Since January 1, 2015. have you (or any member of your "immediate family”) beenemploy ed by the Company ot any of its subsidiaries or predecessors? Yes __ .. No \/^ IF’ y KS. please provide a complete description of this employment. Since January 1.2015. have you or any member of your "immediate family” received more than S 120.000 per year in direct compensation ur other payments from the Company or any of its subsidiaries or predecessors, in any capacity, oilier than (i) directorand committee fees or (ii) pension or other forms of deferred compensation for priorsen ice (provided such compensation is not contingent in any way on continued service)? IF YES. please prov ide a complete description ot this compensation or other paymentand related services tor the Company or any of its subsidiaries or predecessors. Since January l. 2015, have you (or any member of your "immediate family”) had anypersona! sendees contract(s) with the Company or any of its subsidiaries or predecessors 3
or a member of senior management of the l ompany or any of its subsidiaries or predecessors? IF \ hh. please provide a complete description of this arrangement. You may attach acopy or an existing summary of the contract! s). 111. THIRD PARTY RELATIONSHIPS 1. Since January 1. 2015. have you tor any member of your "immediate family i been un executive officer, employee, partner or controlling stockholders of a company that makespay men is to, or receives payments from, me Company or any of its subsidiaries orpredecessors lor property or services in an amount which, in any single fiscal year,exceeds the greater of S200.000 or 5% ot such other company's consolidated grossrevenues? Yes No * IF VES, please prov idc a complete description of this service or employmentrelationship Since January I. 2015. have you had any ongoing business or professional relationshipw ith the Company or any of its subsidiaries or predecessors (other than service as aDirector of the Company). whether or not material in an economic sense, that involvescontinued dealing with management, such as the relationship between the Company andany investment banker, financial advisor, accounting or consulting firm, public orinvestor relations firm, or legal counsel? Yes No IF VES. please provide a complete description of this relationship. 3. Since January I, 2015, have you (or any member of your "immediate family'') had any material business or professional relationship with either: (a) the Company or any of its subsidiaries or predecessors (other than service as a Director of the Company i: or lb) a member of senior management of the Company or any of its subsidiaries or predecessors (whether related to such member's duties and responsibilities as an employ ee of the Company or his or her personalbusi ness' finances)? For purposes of this question, you should assume that any gross revenue should beconsidered "material" if it exceeds 5?o of your (or any member of your "immediate 4
family's ) li) annual gross income, derived from all sources, during either of the last twoyears, or {ii i net worth, on a fail maikei value basis. At the same lime, a relationship maybe material, even it it does not cross this threshold, if ii is otherw ise significant for you ora member of your "immediate family, either individually, or when viewed in thecontext of other relationships, or when taken together with multiple relationships involving you and your "immediate family " as a whole. * Yes No IF \ ES. please prov ide a complete description of this relationship. 4. Since January 1. 2U1 5. have you tor any member of your "immediate family ’*) performed serv ices or been employed by or a representative of or "affiliated" with anyfirm or organization, or receiv ed any financial benefit from any such firm ororganization, providing services (including, without limitation, professional advisory,financial consultation, tax. or legal counsel serv ices) tor the C ompany or any of itssubsidiaries or predecessors or a member of senior management of the Company or anyof its subsidiaries or predecessors? Yes No v IF VES. please provide a complete description ol this service or employmentrelationship. 5. Since January 1.2015. have you (or has any member of your "immediate family') been a controlling shareholder, member of the board of directors or trustees of. general partnerof. an executive officer of or otherw ise 'affiliated with a customer, supplier or serviceprovider of the Company or any of its subsidiaries or predecessors? Yes IF YES, please prov ide a complete description of this relationship. 6. Since January 1. 2015, have you (or any member of your 'immediate family”) been employed by. on the hoard of directors or trustees of, or otherwise affiliated" with anot-for-profit entity that receives direct and or significant contributions from theCompany or any of its subsidiaries or predecessors, including any members of any suchCompany’s senior management, or any foundation or similar entity established by or on the behalf of any of the foregoing? ✓ Yes No __ _ IF \ ES. please provide a complete description of this relationship. 5
*7 IV. l. 2. 2 Are you (or any member of your immediate family ”) now a current partner of ourIndependent auditors, or did you or a family member at any time within the three years prior to the date you sign this (Juestionnaire. work on our company ’s audit as a partner oremployee of our independent auditors Ye> IF YEN. please provide a complete description of this relationship.Al HIT COMMITTEE MAT ! F.KS Since January 1.2015. ha\e you been ■affiliated” with or employed by. or has anymember of your "immediate family" been affiliated” with or employed in a professional capacity by. a present or former internal or external auditor of the Companyor any of its subsidiaries or predecessors? Yes So l/_If Y F.S, please provide a complete description of this relationship or involvement. Since January 1.201 7, have you received or do you currently have the right to receive.directly or indirectly, any consulting, adv isory. or other compensatory fees, including anyfees paid, directly or indirectly, for services as a consultant or a legal or linancial advisor(including fees paid to your firm even if you are not the actual service provider), regardless of the amount, from the Company or any of its subsidiaries or predecessorsolhei than ti) director and committee lees or tii) pension or other forms ot deferred compensation for prior service (provided such compensation is not contingent in any wayon continued service)? Yes No V' IF Y F.S. please provide a complete description of this compensation. Since January 1. 2015. base you owned, (seen employed by. or served as a director (or ina similar capacity ) of any entity that accepted any consulting, advisory, or other compensatory fee from the Company or any of its subsidiaries or predecessors? Vm XU \s IF YES. please provide a complete description of this compensation.
4 Since January i. 2017. have you been an "affiliated person ol the C ompany or any subsidiary ihoreoi? For purposes of this question only, "affiliated person" of theCompany or any subsidiary thereof means (A) with respect to any person, any persondirectly, or indirectly through one or more intermediaries, controlling, controlled by. orunder common control with such person; (B i any executive officer of any‘affiliate'’; (C) any director who also is an employee ol an "affiliate"; (D) any general partner of an"affiliate": and iE) any managing member of an “affiliate."1 IF YES, please provide a complete description ot this relationship. V. COMPENSATION COMMITTEE MATTERS I. Since January 1,2017, have you received or do y ou currently have the right to receive, directly or indirectly, any consulting, advisory', or other compensatory fees, including anyfees paid, directly or indirectly, for services as a consultant or a legal or financial advisor(including fees paid to your firm even if you are not the actual service provider),regardless of the amount, from the Company or any of its subsidiaries or predecessorsother than (i) director and committee fees or tiii pension or other forms of deferredcompensation for prior sen ice (pro\ ided such compensation is not contingent in any wayon continued serviceV? IF VES, please pnn idc a complete description of this compensation. 2. Since January 1. 2015, have you owned, been employed by. or served as a director (or in a similar capacity) ol any entity dial accepted any consulting, advisory, or othercompensatory fee from the Company or any of its subsidiaries oi predecessors? If YES. please prov ide a complete description ot this compensation. 3. Since January 1.201?. have you been an ‘ affiliated person" of the Company or any subsidiary thereof? lor purposes uf this question only, "affiliated person" of theCompany or any subsidiary thereof means (A) with respect to any person, any person Please note, the Securities and l vchange Commission has adopiod a presumption that a person who ts not anexecutive officer or (lie direct or indirect beneficial owner of 10% or more of any class of voting equitysecurities of the listed company or ot an entity that controls, is controlled by or is under common control withthe Company will noi be deemed to be an affiliated person." 7
directly. or indirecily through one or more intermediaries, controlling, controlled by. orunder common control with such person. (11) any executive officer of*any affiliate”; (C) any director \vbo also is an employee of an "affiliate": (D) any general partner of an ■affiliate"; and (Ft any managing inembct of an affiliate.'0 Yes No V IF YES. please provide a complete description of this relationship. 4. With respect to any compensation consultant, legai counsel or other adviser (each, a ■‘Consultant”) retained by the Compensation Committee in fiscal 2017, did you have. ordo y ou have, any business or personal relationship with such Consultant ’ IF YF.S. please provide a complete description of this relationship. 5 VK ith respect to any Consultant retained by the Compensation Committee in fiscal 2017. do you have any knowledge of, or reason to believe, that there is an actual or potentialconflict of interest between (i i yourself or the Company. its directors or its executiveofficers and (ii) such Consultant? IF YES, please provide a complete description of this relationship. VI. MISCELLANEOUS 1 Do you or any member of your ■■immediate family” have any other relationship (cither current or former) with the Company or members of its senior management (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) that might reasonably be considered significant to consideration ofyour actual or pcrcciv cd independence as a Director of the Company? For purposes ofillustration, potentially significant relationships could include (without limitation)commercial, industrial, investment management, banking, consulting, legal, accounting,financial, professional, close personal, charitable or familial relationships, among others. Yes No V IF YES. please provide a complete description of this relationship. Please note, the Securities and f.Nchangc Commission has adopted a presumption that a person who is not anexecutive officer or the direct or indirect beneficial ownei of 10% or more of an> class of voting equitysecurities of the listed company or of an entity that controls, is controlled b> or is under common control withthe Company wilt not be deemed to be an • affiliated person." 8
In the event that you subsequently learn o; any information that would affect the accuracy or completeness ol the information that you have previously reported in this Questionnaire, pleasecontact Robert s Mo Hoy at 178 i > 828-9300 \2029 or Kathy1 ehmann at (781) 828-9700 x2547 orai ?Jehni:tn:i ii■dxlu.com immediately. Please complete, sign and return the Questionnaire to Kathy Lehmann by PDF or tax at (781)821-5174. Vour signature at the end of this Questionnaire constitutes your consent to the disclosure of theinformation contained in your answers in the C ompany's Proxy Statement and Annual Report asand to the extent required by the Securities and Exchange Commission and applicable Nasdaqrules and federal and stale securities laws. You should be aware that a director of a registrantwho files proxy materials or reports that arc false or misleading in any material respect may.among other things, be personally liable to shareholders who have been damaged by the false ormisleading statements. Therefore you should answer completely and accurately each part of thisQuestionnaire. 1 have attached additional pages to this Questionnaire. I consent to being named in the Company's Proxy Statement and Annual Report and other solicitation materials, if so nominated us a director of the Company , i confirm my understandingthat the provisions of the C ompany's governing documents must be complied with and satisfiedin order for me to quality, and be properly nominated as. a director of the Company, includingthe provisions of Section 415 of the Fourth Amended and Restated By-Laws of Destination XLGroup. Inc. The answers to the foregoing questions are complete and accurate in all respects tothe best ot my knowledge and belief.1 will notify the Company promptly if any of my responseschange. In the absence of notice from me concerning any changes in the foregoing answers follow ing the date of this Questionnaire, the Company is to understand that the information appearing in this Questionnaire remains, to the best of my know ledge, accurate and complete. Signature Name: Please prim or ty pe 0
Destination XL Group. Inc, Business Relationships Questionnaire Have you, or your spouse or dependents, had any actual or proposed direct or indirectbusiness relationships xvsth K.PMG. or have you provided sen ices to K.P.V1G during theperiod from January 29. 2017 through the date of this questionnaire? Please circle your response. Yes or if yes. please describe the relationship and any Ices or revenues received or receivable? 1 he answer to the foregoing question is correctly staled to the best of my knowledgeand belief. Signature Print Name Date JR. C-dT* 7*(? v T *3I
Definitions for Purposes of This Questionnaire Dependent Direct business relationship Indirect business relationship means any person who received more than half oftheir support for the most recent calendar year fromthe relevant individual. when an individual or entity' enters into a businessrelationship as one of the principal parties to thatrelationship. when a third party controlled by the individual orentity enters into a business relationship as one of theprincipal parties to that relationship. This includesinstances when, for example, a trust or personalholding company controlled by an individual entersinto a business relationship.
Name: John L. Flood CONFIDENTIAL DESTINATION XL GROUP, INC. Questionnaire for Potential Director Nominees Please review this Questionnaire and answer accurately (in ink other than black). Please be sure that every question in this Questionnaire is answered; if the answer to any question is “None” or “Not Applicable,” please so state. If the space supplied is insufficient to answer any question, please attach extra sheets of paper. The Appendix at the back of tins Questionnaire explains the meaning of certain terms used in theQuestionnaire. Please sign, date and return the completed Questionnaire to the Legal Department, 555 Turnpike Street,Canton, Massachusetts 02021 as soon as possible. If you have questions as to any terminology used in this Questionnaire or as to the significance of any particular fact or situation, please contact Robert S. Molloy at (781) 828-9300 x2029 or Kathy Lehmann at (781)828-9300 x2543 or at klehmann@dxlg.com. Thank you for your assistance.
PARI 1 PERSONAL AND PROFESSIONAL HISTORY (Reg. S-K, Item 401) Basic Information Name: Date of Birth: Home Address: Home Telephone;Work Address: Em.il: 2. Directorships f\J /, , -fi-OO-0 ^ ^ (<k(j S/idrcmvA; f4^ 7^ 7 ”7 £22 ^ Si/f^T mac/J 0 Ovub'W /rll/IA a. Arc you (or have you been at any lime during the last five years) a director of any company which has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, is subject to the periodic reporting requirements ofSection15(d) of such Act, or is registered as an investment company under theInvestment Company Act of 1940? b. If so, please list each such company. -2-
3. Business Experience Since February 1,2013 Please describe your business experience, principal occupations and employment from February1, 2013 to the present. You need not repeat any information given in answer to Question 2. Givedates to the nearest month. Give the name and a brief description of the principal business of anycompany or other organization for which you worked and stale whether the company is a parent,subsidiary or other affiliate of the Company, if applicable. Give enough information about thenature of your responsibilities in your prior positions (e.g., size of operation supervised) to enablethe reader to assess the level of your professional competence. Parent, Subsidiary Period Company or Other or Other Affiliate Principal Position and purposes of this question only, include any such family relationship not more remote than ifrst cousin.) Yes No b. If so, please provide the following information; Name of Relative Relationship 5. Arrangements. Understandings, or Contracts a. Were you selected or arc you to be selected to become a director or officer of the Company as the result of any arrangement, understanding or contract between yourselfand any other person? -3*
b. If so, please give the name(s) of such person(s) and describe the arrangement or understanding. c. Arc there any agreements or arrangements between you and any person or entity other than the Company relating to compensation or other payment in connection with yourservice as a director of the Company? Yes V No d, If so, please give the name(s) of such person(s)/entity and describe the material terms of the arrangement or understanding. 6. Involvement in Certain Types of Legal Proceedings a. Since February 1,2008, have you (1) filed a bankruptcy or insolvency petition, (2) been the subject of such a petition filed by someone else, (3) had any business or properly putin receivership, (4) been a partner or former partner of a partnership subject to such apetition or receivership, or (5) been an officer or former officer of a corporation or otherorganization subject to such a petition or receivership? Yes ' No h. Since February !, 2008, have you been convicted in any criminal proceeding (excluding traffic violations)^ Yes v No c. Are you a named subject of a pending criminal proceeding (excluding traffic violations)? Yes y No Since February 1, 2008, have you ever been enjoined, suspended or otherwise limited byany court or other authority from participating in any of the following activities: (1) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant orother person regulated by the Commodity Futures Trading Commission(“C.F.T.C.”) or a similar foreign governmental entity, or an associated person ofthe foregoing? Vpc ^ Mn -4 -
(2) acting as an investment advisor, underwriter, broker or dealer in securities, or an associated person of any of the foregoing? Yes / No (3) acting as director or employee or otherwise being affiliated with any investment company, bank, savings and loan association, or insurance company? Yes / No (4) engaging in any other activity connected with securities or commodities? Yes / No (5) engaging in any other type of business practice? Yes ^ No (6) engaging or continuing in any other conduct or practice in connection with any of the above activities? associating with any person engaged in any of the above activities? Yes J_ No e. Since February 1,2008, have you been found by a court or by the Securities and Exchange Commission (the “SEC”) or C.F.T.C. or a similar foreign governmental entityto have violated any foreign, federal or state securities law or commodities law (whetheror not the finding or judgment was subsequently reversed, suspended or vacated)? f. Since February 1,2008, have you been the subject of, or a parly to, any foreign, federal or slate judicial or administrative order, judgment, decree or finding relating to an allegedviolation of: (1) any foreign, federal or state securities or commodities law or regulation? (2) any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order ofdisgorgement or restitution, civil money penalty or temporary or permanentcease-and-desist order, or removal or prohibition order? -5-
Yes No (3) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity? Yes / No g. Since February 1,2008, have you been the subject of, or party to, any sanction or order of any self-regulatory organization, any registered entity, or any equivalent exchange,association, entity or organization that has disciplinary authority over its members orpersons associated with a member? Yes ^ No h. Since February 1, 2008, have you been subject to any judicial or administrative proceeding before any court, commission (including the SEC or C.F.T.C.), board or othergovernment agency concerning any matter similar in nature to the matters described inparts d., c., f. and g. of this question which did not result in a judgment or finding or isnow pending? i. To your knowledge, since February 1, 2008, have you been subject to any investigation by any government agency or body concerning any matter similar in nature to the mattersdescribed in parts d., e., f. and g. of this question which did not result in the institution ofjudicial or administrative proceedings or is now pending? j. Since February 1, 2008, have you been named in, or found liable or guilty in, any civil or criminal proceeding or investigation by any foreign, federal or state governmental agencyalleging fraud or breaches of any duties to shareholders or other constituents of acompany? k. Since February 1,2008, have you been subject to any order, judgment or decree that restrains or enjoins you from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security, (ii) involving themaking of any false filing with the SEC or similar foreign governmental entity or (iii)arising out of the conduct of the business of an underwriter, broker, dealer or municipalsecurities dealer, investment advisor or paid solicitor of purchasers of securities? 1. Since February 1,2008, have you been subject to a United Stales Postal Service false representation order? - 6-
in. Are you subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device forobtaining money or properly through the mail by means of false representations? n. Have you been involved in, or has any inquiry, investigation, lawsuit or disciplinary action been initiated against you by any regulatory or professional organization, including, but not limited to, the SEC, any state securities commission, FINRA (formerlyNASD) or any foreign regulatory authority? o. Do you know of any inquiry, investigation, lawsuit or disciplinary action initiated against the Company, any of its officers, directors, principals, associates, affiliates, predecessorsor five percent stockholders by any regulatory organization including, but not limited to,the SEC, any state securities commission, FINRA (formerly NASD) or any foreignregulatory authority? Yes / No p. If your answer to any of the above questions is “Yes,” please describe in detail what happened. Please name all persons involved, give the court and/or agency docket numberof the proceeding, and provide any other information that might explain or aid inunderstanding your involvement in the proceeding. 7, Do you consent to being named in the Proxy Statement and agree to serve as a director if elected? / Yes No PART II COMPENSATION(Reg. S-K, Item 402) 8. The Company will review its records to gather information on all compensation paid to you by the Company and its subsidiaries. The following questions are intended to help ensure that allcompensation is identified and to otherwise assist in the Company’s review. a. During the last fiscal year, did you receive any compensation as a director or officer of the Company from any prtson other than the Company or its subsidiaries? Yes No - 7 -
If yes, please describe. b. Please describe any consulting fees earned from, or paid or payable by the Company and/or its subsidiaries to you, including through joint ventures. If none, please soindicate. X None Per e-mail from John Flood 05/01/18 c. Do you have an employment agreement with the Company or any of its subsidiaries? If so, please describe. Yes No d. Do you have any agreement or arrangement with the Company or its subsidiaries, or does the Company or its subsidiaries have any plan, under which you will receive any paymentat, following or in connection with your resignation, retirement or other termination ofyour employment or from a change in control of the Company or a change in yourresponsibilities following a change in control? If so, please describe. Yes / No e. Please describe any other compensation (regardless of amount) earned or paid to you during the last fiscal year that is not already reported in this Question 8 (including compensation related to transactions between the Company or any of its subsidiaries andany third party from which you or any Immediate Family member receivescompensation). If none, please so indicate. None PART III TRANSACTIONS WITH THE COMPANY OR ANY SUBSIDIARY (Reg. S-K, Item 404(a)) The questions in this section are designed to assist the Company in identifying the existence of any“related party transactions”, including a transaction that would be required to be disclosed in the -8-
Company’s proxy statement. The SEC requires the Company to include information that relates to transactions involving your Immediate Family members. Please refer to the definition of “Immediate Family” in Appendix A below in connection with your responses to these questions. Please also completethe attached Annex A, which is a list of your Immediate Family members. This is intended to help yourespond to the questions below. 9. Since the beginning of fiscal 2017 (i.e., January 29. 2017), have you, any Associate of yours or any member of your Immediate Family had, or do you propose to have, any interest, directly orindirectly, in any transaction (or scries of similar transactions) in which the Company, any of itssubsidiaries or any of their pension, retirement or similar plans was or is to be a participant andthe amount involved in such transaction exceeds $120,000? Please note you are deemed to havean indirect interest in a transaction between the Company and any entity of which youBeneficially Own ten percent or more of its equity interests. If you answer “yes" to this question or the following question, pleas that additional follow-up may be necessary. Yes If yes, for each such transaction, please provide the following information: • the name of such person; • a description of the relationship to you and the Company; • the nature of such person’s interest in the transaction(s) (including such person’s position(s) or rclationships(s) with, or ownership in, a firm, corporation, or other entity that is party to, or has an interest in, such transaction); • when such transaction(s) occurred or will occur; • the amount of such transaction(s); and • the amount of such person’s interest in the transaction(s) (without regard to profit or loss). 10. If you, any Associate of yours or any member of your Immediate Family is or was at any time since the beginning of fiscal 2017, or proposes to be, engaged, directly or indirectly, in any financial transaction (or scries of similar transactions), arrangement or relationship (including anyindebtedness or guarantee of indebtedness) in any amount involving the Company, any of itssubsidiaries or any of their pension, retirement or similar plans as a participant, please indicatebelow the name of such person and indicate such person’s relationship to you and the Company,the nature of the debt, the largest aggregate amount outstanding during the Company’s last fiscalyear, the amount outstanding at February 3, 2018, the amount of principal paid during theCompany’s last fiscal year, the amount of interest paid during the Company’s last fiscal year, andthe rate of interest paid or charged thereon. / Not applicable 1 disclose the following; - 9-
11. Do you or any of your Associates have any interest, direct or indirect, by security holdings or otherwise, in any matters to be acted upon at the 2018 Annual Meeting (other than elections tooffice or interests under option or retirement plans)? if yes, please describe such interest. Yes No PART IV LEGAL PROCEEDINGS (Reg. S-K, Item 103, Instruction 4) 12. Interests Adverse to the Company a. Are you or any of the following persons a party adverse to the Company or any of its affiliates, or do you or any such person hold an interest adverse to the Company or any of its affiliates, in any legal proceeding? i. You? ii. Your spouse, or any relative of you or your spouse who lives in your home or who is a director or officer of the Company? Yes / No iii. Any corporation or organization of which you arc a director, officer or partner? Yes \/ No iv. Any corporation or organization of which you arc, directly or indirectly, the Beneficial Owner of five percent or more of any class of equity securities? Yes /No v. Any trust or estate in which you have a beneficial interest or of which you are a trustee or fiduciary? -10-
vi. To your knowledge, any person or any partnership, syndicate or other group who or which is the Beneficial Owner of more than five percent of the outstanding shares of anyclass of the Company’s voting securities? Yes vii. Any member of the Immediate Family of any of the foregoing persons? Yes v No If your answer to any of the above questions is “Yes,” please provide the following infonnationfor each such legal proceeding: (1) name of court or agency, (2) date proceeding was instituted, (3) principal parties to proceeding, (4) a description of the factual basis alleged to underlie theproceeding, (5) the relief sought, and (6) your relationship, if any, to each of the parlies to theproceeding. b. Do you know of any legal, regulatory or administrative proceeding brought or contemplated by any governmental authority (including but not limited to antitrust price-fixing, tax, environmental, copyright or patent litigation) to which you, the Company or any subsidiary of the Company is or may be a party or of which the property of the Company or any subsidiary of the Company is subject? Yes If your answer is yes, please provide a description below: PART V SECURITY OWNERSHIP (Reg. S-K, Item 403) 13. Interests in the Company’s Securities (see Appendix A) a. Do you Beneficially Own, or have the right to acquire (for example, through the exercise of an option or pursuant to the power to revoke a trust) Beneficial Ownership withrespect to, any equity securities of the Company or any of its affiliates: (1) Directly? Yes (2) Indirectly through your spouse, any minor child of yours, or any relative of you or your spouse who lives in your home? Yes - II -
Indirectly through any corporation of which you or any member of yourImmediate Family is a director, officer or partner? / No Indirectly through any corporation of which you or any member of your Immediate Family is, directly or indirectly, the Beneficial Owner of five percentof any class of equity securities? Yp.<! y No Indirectly through any trust or estate in which you or any member of your Immediate Family has a beneficial interest or of which you or any member of your Immediate Family is a trustee or fiduciary? Yes Jointly? V No / - 12-
b. If your answer to any portion of Question 13a is “Yes,” please provide the following information. C Of amount shown incolumn B, number ofshares with respect to which you have the D A B right to acquire Nature of E Class of Amount Owned Beneficial Ownership Beneficial Direct or indirect securities Beneficially1 within 60 days' Ownership3 ownership11 1 Includes shares deemed to be Beneficially Owned as specified in Appendix A. 2 See Appendix A. Slate nature of right to acquire Beneficial Ownership (for example, “subject tooption”). ' For all shares listed, state whether you have (a) sole voting power, (b) shared voting power, (c) soleinvestment power or (d) shared investment power. If you share voting or investment power, pleaseidentify the person with whom such power is shared and describe the arrangement or agreement under which it is shared. * If shares are owned directly, so slate. If shares arc owned indirectly, state the nature of such indirectownership (for example, “by wife”). - 13 -
With respect to any securities listed in your answer to Question 13b, do you wish todisclaim Beneficial Ownership thereof? Yes No If so, please indicate the class and amount of securities as to which you are disclaimingBeneficial Ownership. Class of Securities Amount Do you know of any person, company or group who or which is the Beneficial Owner orpledgee of more than five percent of the outstanding shares of any class of theCompany’s voting securities or who or which has the right to acquire BeneficialOwnership of more than five percent of any class of such securities? Yes _2_ No If so, please state the name of such person, company or group. To your knowledge, do any holders of more than five percent of any class of the Company’s voting securities hold such securities pursuant to any voting trust or similaragreement? If so, please state the name(s) and address(es) of the voting trustec(s). Are any of the shares Beneficially Owned by you, as described in 13a and 13b above,held in a margin account or otherwise pledged as security or collateral? If so, brieflydescribe the details below and indicate the number of shares pledged as security.
14. Changes in Control Are you aware of any arrangements, including any pledge of securities of the Company or any of its affiliates or subsidiaries that have resulted in, or may at a later date result in, a change in control of the Company? Yes /No If so, please describe. PART VI PAYMENTS TO FOREIGN OFFICIALS AND IRAN RELATED ACTIVITIES 15. Payments to Foreign Officials or Institutions a. Have you made any payment or offer to pay any money or anything of value to any foreign official, foreign political party, foreign party official, or candidate for foreignpolitical office for the purpose {if: (1) influencing any act or decision of such foreign person or institution, or (2) inducing such foreign person or institution to influence any act or decision of a foreign government, in order to assist the Company or any other person or entity to obtain or retain business for or with any person or to direct business to any person? Yes V* No Have you made any offer of any money or anything of value to any person, foreign or domestic, while knowing or having reason to know that all or part of the money or value offered would bedsed for the purposes described in Question beds 15a? Yes / > 16. Iran Related Activities: • For purposes of this Question 16, “affiliate” includes any U.S. or foreign entity that you directly or indirectly control (i.e. have the power to direct or cause the direction of the management andpolicies of that entity through ownership of voting securities by contract, or otherwise). -15-
• We also request that you inform us immediately if you or any of your affiliates engages, or plans to engage, in any of the activities described below at any time during the current fiscal year or thereafter. a. During the past two years, have you or any of your affiliates engaged in any transactions with, relating to, or benefiting Iran, its government (including its agencies, political subdivisions, and any entity controlled by it or acting on its behalf), or any persons orentities in Iran, whether such transactions arc direct or indirect? PART VII COMPENSATION COMMITTEE INTERLOCKS (Reg. S-K, Item 407(c)(4)) 17. Compensation Committee Matters Did you at any time during fiscal 2017 serve as an executive officer of another company whichhad as a member of its compensation committee (or other Board committee performingequivalent functions or, in the absence of any such committee, the Board of Directors) anexecutive officer of the Company? If yes, please identify the other company, your position with such other company, the Companyexecutive officer in question and his position with such other company: 18. Officer Membership on Other Boards and Committees a. Did you at any time during fiscal 2017 serve as a member of the compensation committee (or other Board committee performing equivalent functions or, in the absence of any suchcommittee, the entire Board of Directors) of another company, one of whose executiveofficers served on the compensation committee of the Company? Yes y No If yes, please identify the other company, your position with such other company, and themember of the Company’s compensation committee in question; b. Did you at any time during fiscal 2017 serve as a member of the Board of Directors of another company, one of whose executive officers served on the compensation committeeof the Company? - 16-
Yes V No If yes, please identify the other company and the member of the Company’scompensation committee in question: c. Did you at any time during fiscal 2017 serve as a member of the compensation committee (or other Board committee performing equivalent functions or, in the absence of any suchcommittee, the entire Board of Directors) of another company, one of whose executiveofficers served as a director of the Company (but not necessarily a member of thecompensation committee of the Company)? If yes, please identify the other company, your position with such other company, and themember of the Company’s Board of Directors in question: PART VIII AUDIT COMMITTEE FINANCIAL EXPERTISE 19. Financial Expertise a. Do you have education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or in a position that involvesthe performance of similar function? Yes y No If so, please describe (i) the positions) that you held, (ii) a statement of your specificduties, (iii) the name of the company or companies in which you held such position(s)and (iv) the period(s) during which you held such position(s): b. If your answer to Question 19 is “No,” have you held a position in which you gained experience in one or more positions that involve the performance of functions similar tothose that are performed by principal financial officers, principal accounting officers,controllers, public accountants or auditors? Yes * No Per e-mail from John Flood 05/01/18 If so, please describe (i) the position(s) that you held, (ii) a statement of your specific duties, (iii) the name of the company or companies in which you held such position(s) and (iv) the period(s) during which you held such position(s): - 17-
20, Supervisoi*y Role Do you have experience actively supervising a principal financial official officer, principal accounting officer, controller, public accountant, auditor or person performing , controller, public accountant, auditor or person performing a similar functions? j/ Yes No Pi (jliitrtywv/$mrr<j nrmd M Ct>il mlmdiy Jimm Wdnmic. If so, please describe (i) the positions) that you held, (ii) a statement of your specificduties, (iii) the name of the company or companies in which you held such position(s) and (iv) the pcriod(s) during which you held such position(s): From 1997 to present worked at Craig-Hallum Capital LLC, an institutional broker-dealer and investment bank Ifounded in 1997, Served at different times as Chairman, Managing Partner, and Senior Advisor with duties Commensurate k- you have experience overseeing or assessing the performance of companies or public with those titles. accountants with respect to the preparation, auditing or evaluation of financial l io me preparation, auditing or evaluation ol financial , statements? X MWdJ /V7$ QfCtJ v $OJ ^ . Yes — iffr/c rtkbrd&j. „ Wr/t dcfmtodHi O' MT nb fWN tyttchi /A. Z/l/i/ S, If so, please describe (i) the position(s) mat you held, (ii) a statement of your specificduties, (iii) the name of the company or companies in which you held such position(s)and (iv) the period(s) during which you held such position(s): From 1997 to present worked at Craig-Hallum Capital LLC, an institutional broker-dealer and investment bank Ifounded in 1997. Served at different times as Chairman, Managing Partner, and Senior Advisor with dutiescommensurate with those titles.Experience Do you have any other relevant experience through which you gained: 0) an understanding of generally accepted accounting principals (“GAAP”) and financial statements? d Yes the ability to assess the general application of GAAP in connection with the accounting for estimates. rates, accruals anebreserves^/ / Yes (3) experience preparing, auditing, analyzing or evaluating financial statements that present the breadth and level of accounting issuer that arc generally comparableto the breadth and complexity of issues that can reasonably be expected to beraised by the Company’s financial statements or experience actively supervisingone or more persons engaged in such activities? - 18-
(4) an understanding of internal controls and procedures for financial reporting? If your answer is “Yes” with respect to any of items (i) through (v) above, please providea general statement of support with respect to each answer: 22. Finance or Accounting Degree Do you have an advanced degree in finance or accounting? — No £SL tea */&*<*p<&* /trainee. If so, please described the advanced degree, the name of the institution where you earned suchdegree and the year in which you received such degree: 23. Certified Public Accountant Arc you a certified public accountant, or the equivalent, in good standing? If so, please slate the period during which you actively practiced as a certified public accountant (or the equivalent): 24. Accounting or Financial Expertise Arc you certified or otherwise identified as having accounting or financial expertise by a recognized private body that establishes and administers standards in respect of such expertise, and in good standing? - 19-
If so, please (i) describe the nature of such certification, (ii) identify the administering body and (ii) stale the period during which you have been so certified: 25. Laws and Regulations Please provide a general statement describing your level of familiarity and experience with (i) allapplicable laws and regulations regarding the preparation of financial statements of public companies and (ii) reviewing, preparing, auditing or analyzing financial statements of publiccompanies: / / / / v&a i//m jhAuuAdi ho 1/ 26. Other Relevant Qualifications or Experience To the extent not covered by Questions 19-25 above regarding your experience in evaluating thefinancial statements of public companies, please provide a description of any of your otherrelevant qualifications or experience that would assist lire Company in evaluating your ability tounderstand and evaluate the Company’s financial statements and its other financial informationand to make knowledgeable and through inquiries whether (i) the Company’s financial statements“fairly present” its financial condition, results of operations and cash flows in accordance withGAAP; and (ii) the Company’s financial statements and other financial information, takentogether, “fairly present” the Company’s financial condition, results of operations and cash flow: Ae m /Mi/ AC (firA (f/ /y 7 ^ 7 /(Afi U us ^ (rjf J Wfjmisuf - 20-
I consent to being named in the Company’s Proxy Statement and Annual Report and other solicitation materials, if so nominated as a director of the Company. 1 confirm my understanding that theprovisions of the Company’s governing documents must be complied with and satisfied in order for me toqualify, and be properly nominated as, a director of the Company, including the provisions of Section 4.15 of the Fourth Amended and Restated By-Laws of Destination XL Group, Inc. The answers to theforegoing questions arc complete and accurate in all respects to the best of my knowledge and belief. Iwill notify the Company promptly if any of my responses change. In the absence of notice from meconcerning any changes in the foregoing answers following the date of this Questionnaire, the Companyis to understand that the information appearing in this Questionnaire remains, to the best of myknowledge, accurate and complete. Dated: 4/50 .2018 -21 -
Appendix A Definition of ‘‘Beneficial Ownership’' The SEC has adopted a definition of “beneficial ownership,” as used in this Questionnaire, that is different from the one with which you may be familiar in the context of insider trading. Securities owned“beneficially” would include not only securities held by you for your own benefit, whether in bearer formor registered in your own name or otherwise, but also securities held by others for your benefit (regardlessof whether or how they are registered) such as, for example, securities held for you by custodians,brokers, relatives, executors, administrators, or trustees, and securities held for your account by pledgees,securities owned by a partnership in which you arc a member, and securities owned by any corporationwhich is or should be regarded as a personal holding corporation of yours. The SEC’s definition of “beneficial ownership” provides generally that: (a) A person “beneficially owns” a security if he or she, directly or indirectly, has or shares votingpower (/.<?., the power to vote, or to direct the voting of such security') and/or investment power (i.e., thepower to dispose or to direct the disposition of such security) whether through any contract, arrangement,understanding, relationship or otherwise. (b) A person is also deemed to be the beneficial owner of a security if he or she has the right to acquire such security within 60 days including any right to acquire such a security during that time period (a) through the exercise of any option, warrant or right; (b) through the conversion of a security; (c) pursuant to the power to revoke a trust, discretionary account or similar arrangement; or (d) pursuant tothe automatic termination of a trust, discretionary account or similar arrangement. In the view of the SEC, any person or entity that controls, or has the power to control, a beneficial owneris itself a beneficial owner with respect to the securities owned by the controlled person or entity. Thus,for example, a parent company would be the beneficial owner of securities owned by a subsidiary overwhich it has control. The term “control” means the possession, direct or indirect, of the power to direct orcause the direction of the management and policies of the Company, whether through the ownership ofvoting securities, by contract or otherwise. Please note that under the definitions set forth above, there mav be more than one beneficial owner of thesame security, such as when a person places securities in a revocable discretionary account with a trusteeor investment adviser who can vote or dispose of the securities; in that case, the individual would haveinvestment power since he or she could revoke the arrangement and the trustee or investment adviserwould have voting power and investment power. Thus, both the individual and the investment adviserwould have beneficial ownership of the same securities. Definition of “Executive Officer” When used in reference to any company or business entity, “executive officer” means the chief executiveofficer, president, any vice president in charge of a principal business unit, division or function (such assales, administration or finance), any other officer who performs a policy making function or any otherperson who performs similar policy making functions for the company.(Executive officers ofsubsidiaries may be deemed executive officers of the company if they perform such policy makingfunctions for the company.) Definition of “Immediate Family” -22-
A person’s “immediate family” includes such person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law (whether by blood or adoption), or anyone residing in such person’s home (other than a tenant oremployee). Definition of “Associate” The term “associate,” as used in this Questionnaire, means: 1. any corporation or organization (other than the Company or a majority-owned subsidiary of the Company) of which you arc an officer or partner or are, directly or indirectly, the beneficialowner of 10% or more of any class of equity securities; 2. any trust or other estate in which you have a substantial beneficial interest or as to which you serve as trustee or in a similar fiduciary capacity; and 3. your spouse, or any relative of you or your spouse, who lives with you, or who is a director or officer of the Company or any of its parents or subsidiaries. -23 -
Annex A Immediate Family Members Board Relationship Spouse Children Name Employer Title Memberships j'ih/o i C(rfJeni&iJisBjttftiJJiHJfMRt /kowj* Slop-children T f(finJjAtCOO i — ^ /n—, Sons-in-law t00£> Daughlcrs-in-lawParents Step-parentsParents-in-law Siblings Uo Brothcrs-in-lawSistcrs-in-law Other personssharing your household (otherthan tenants andemployees) -24- " S/'lk * j A " ^MV l
Name: John Flood DESTINATION XL GROUP, INC. Questionnaire for Directors Regarding Independence Response Mechanics: Please review this Questionnaire and answer accurately (in ink other thanblack). Please be sure that every question in this Questionnaire is answered; if the answer to anyquestion is “None” or “Not Applicable,” please so state. If the space provided for answers isinadequate, please use attachments to provide the additional detail. Unless otherwise stated,answers should be given as of the date on which you complete this Questionnaire. A limitednumber of questions may appear to overlap. Accordingly, you should feel free to cross- reference your answers in order to avoid repealing infonnation. Purpose of Responses: The questions below are designed to elicit a variety of information thatcould be useful to the Board in determining the “independence” of its Directors. In making thisdetermination, the Board will be guided by a few specific requirements, but otherwise will needto rely on broad general principles and its own collective judgment. Unless one of severalobjective factors causes a Director not to be “independent” under Nasdaq requirements, thequestion for the Board will be whether one or more current, and in some cases certain former,relationships that involve the Company or members of its management, taken as a whole, causethe Director not to be “independent.” In this regard, the New York Stock Exchange (solely forinformational purposes given that the Company is an Nasdaq-listed company) has stated that: "it is not possible to anticipate, or explicitly to provide for, all circumstances thatmight signal potential conflicts of interest, or that might hear on the materiality ofa director's relationship to a listed company. .. Accordingly, it is best thathoards making 'independence' determinations broadly consider all relevant factsand circumstances. In particular, when assessing the materiality of a director'srelationship with the company, the board should consider the issue not merelyfrom the standpoint of the director, but also from that ofpersons or organizationswith which the director has an affiliation. Material relationships can includecommercial, industrial, banking, consulting, legal, accounting, charitable andfamilial relationships, among others. ” Materiality and Significance - Some Information on Standards: Because neither Nasdaq nor applicable law and regulations have specifically stated what “material” means in this context, theBoard will need to apply a broad, common law standard of materiality: whether a reasonableinvestor would attach importance to the existence of the relationship in determining that theDirector in question was not independent. For purposes of completing this Questionnaire, it isimportant to note not only that a single significant relationship may be material, but also thatmultiple relationships which individually arc not significant may, collectively, be material whenviewed as a whole. Wherever possible this Questionnaire attempts to define in context what is“material,” but in many instances it is simply not possible to give a bright-line standard for youto apply. In those instances, please keep in mind that the Board, in making its determinationneeds more, rather than less infonnation so that it can put itself in the shoes of the “reasonableinvestor.” When the facts might lend themselves to multiple interpretations from the “reasonableinvestor” standard, it is appropriate for the Board as a whole, rather than each individual i
Director, to reach a judgment as to materiality. In some instances, this Questionnaire uses theterm “significant,” which is intended to cast a broader net than the term “material” while stillallowing you to use your discretion in responding. In all events, if you have any doubts as todisclosure, please err on the side of disclosing what may arguably be “insignificant” or“immaterial” relationships, so as to enable the Board to make the most accurate and informed ofdeterminations. Use of Responses, Company Information Assistance: The information solicited by this Questionnaire will be used by the Board to comply with legal and Nasdaq requirements that havebecome the focus of much public attention and are closely monitored by institutional investors.Each Director has a vested interest in the process being as complete and thorough as possible. Atdie same time, the Board is well aware that it would be unduly burdensome to require eachDirector to disclose every single relationship, no matter how routine or insignificant orincidental, which may have any bearing on any of the questions in this Questionnaire. Therefore,in addition to asking you to make your own judgment as to whether any specific relationship isof the kind as to which a reasonable investor would want more information, the Board isprepared to make available Company data and resources to assist you in ascertaining whetherspecific entities with whom you or your immediate family or affiliates have a relationship alsohave a relationship with the Company or its management or affiliates. Some Defined Terms: For purposes of this Questionnaire, the following terms have thefollowing meanings unless otherwise noted: • “Immediate family” member means any of the following: your spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than persons employed by you) who shares your home. • “Affiliate” means, with respect to any person, any person, directly or indirectly through one or more intermediaries, controlling, controlled by or under common control withsuch person. • “Control," when used with respect to any person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and“controlled” have meanings correlative to the foregoing. Please note that the definitions of “affiliate” and “control" are not necessarily objective definitions and you should therefore be over inclusive in your assessment of whether a personhas been or is “affiliated” with another person, including the Company. Please note that Nasdaq Listing Rules and the Securities and Exchange Commission rules effectively require the Company to monitor the independence of directors and members of theAudit Committee, Compensation Committee and Nominating/Corporatc Governance committeethroughout the year. As a result, if there is any change or proposed change in the facts on whichyour answers to this questionnaire arc based, it is important that you notify Robert S. Molloy at(781) 828-9300 x2029 or Kathy Lehmann at (781) 828-9300 x2543 or via email(klchmann@dxlg.com) as soon as possible. Thank you for your attention in completing this important Questionnaire. 2
I. BACKGROUND 1. Do you serve on the board of directors of other companies? Yes No x IF YES, please provide a complete description of this service. However, in the event youserve on a number of “affiliated” or related entities, please feel free to list the “Parent” orsimilar entity with a general reference to the other entities. 2. Arc you, or is any member of your “immediate family,” now employed, or have you or any member of your “immediate family” been employed within the last three years, asan executive officer of another company for which any of the Company’s currentexecutive officers serve or served at the same time on the other company’s compensationcommittee? Yes No x IF YES, please provide a complete description of this relationship. II. EMPLOYMENT 1. Since January I, 2015, have you (or any member of your “immediate family”) been employed by the Company or any of its subsidiaries or predecessors? Yes No x IF YES, please provide a complete description of this employment. 2. Since January 1, 2015, have you or any member of your “immediate family” received more than $120,000 per year in direct compensation or other payments from the Company or any of its subsidiaries or predecessors, in any capacity, other than (i) directorand committee fees or (ii) pension or other forms of deferred compensation for priorservice (provided such compensation is not contingent in any way on continued service)? Yes No x IF YES, please provide a complete description of this compensation or other paymentand related services for the Company or any of its subsidiaries or predecessors. 3. Since January 1, 2015, have you (or any member of your “immediate family”) had any personal services contract(s) with the Company or any of its subsidiaries or predecessors 3
or a member of senior management of the Company or any of its subsidiaries orpredecessors? Yes No x IF YES, please provide a complete description of this arrangement. You may attach a copy or an existing summary of the contract(s). III. THIRD PARTY RELATIONSHIPS 1. Since January 1, 2015, have you (or any member of your “immediate family”) been an executive officer, employee, partner or controlling stockholders of a company that makespayments to, or receives payments from, the Company or any of its subsidiaries orpredecessors for property or services in an amount which, in any single fiscal year,exceeds the greater of $200,000 or 5% of such other company’s consolidated grossrevenues? Yes No x IF YES, please provide a complete description of this service or employmentrelationship. 2. Since January 1,2015, have you had any ongoing business or professional relationship with the Company or any of its subsidiaries or predecessors (other than service as a Director of the Company), whether or not material in an economic sense, that involvescontinued dealing with management, such as the relationship between the Company andany investment banker, financial advisor, accounting or consulting firm, public orinvestor relations firm, or legal counsel? Y es No _x IF YES, please provide a complete description of this relationship. 3. Since January 1, 2015, have you (or any member of your “immediate family”) had any material business or professional relationship with .either: (a) the Company or any of its subsidiaries or predecessors (other than service as a Director of the Company); or (b) a member of senior management of the Company or any of its subsidiaries or predecessors (whether related to such member’s duties and responsibilities as an employee of the Company or his or her personalbus i ncss/fi nances)? For purposes of this question, you should assume that any gross revenue should beconsidered “material” if it exceeds 5% of your (or any member of your “immediate 4
family’s”) (i) annual gross income, derived from all sources, during either of the last twoyears, or (ii) net worth, on a fair market value basis. At the same time, a relationship maybe material, even if it does not cross this threshold, if it is otherwise significant for you ora member of your “immediate family,” either individually, or when viewed in thecontext of other relationships, or when taken together with multiple relationshipsinvolving you and your “immediate family” as a whole. Yes No xx IF YES, please provide a complete description of this relationship. 4. Since January 1, 2015, have you (or any member of your “immediate family”) performed sendees or been employed by or a representative of or “affiliated” with anyfirm or organization, or received any financial benefit from any such firm ororganization, providing services (including, without limitation, professional advisory,financial consultation, tax, or legal counsel services) for the Company or any of itssubsidiaries or predecessors or a member of senior management of the Company or anyof its subsidiaries or predecessors? Yes No x IF YES, please provide a complete description of this service or employmentrelationship. 5. Since January 1,2015, have you (or has any member of your “immediate family”) been a controlling shareholder, member of the board of directors or trustees of, general partnerof, an executive officer of or otherwise “affiliated” with a customer, supplier or serviceprovider of the Company or any of its subsidiaries or predecessors? Yes No x IF YES, please provide a complete description of this relationship. 6. Since January 1,2015, have you (or any member of your “immediate family”) been employed by, on the board of directors or trustees of, or otherwise “affiliated” with anot-for-profit entity that receives direct and/or significant contributions from theCompany or any of its subsidiaries or predecessors, including any members of any suchCompany’s senior management, or any foundation or similar entity established by or onthe behalf of any of the foregoing? Yes No x IF YES, please provide a complete description of this relationship. 5
7. Are you (or any member of your “immediate family”) now a current partner of our independent auditors, or did you or a family member at any time within the three years prior to the date you sign this Questionnaire, work on our company’s audit as a partner oremployee of our independent auditors? Yes Not sure. My son Chris worked for KPMG 2016-2017 No IF YES, please provide a complete description of this relationship. IV. AUDIT COMMITTEE MATTERS 1. Since January 1,2015, have you been “affiliated” with or employed by, or has any member of your “immediate family” been “affiliated” with or employed in a professional capacity by, a present or former internal or external auditor of the Companyor any of its subsidiaries or predecessors? Yes x see above No IF YES, please provide a complete description of this relationship or involvement.My son Chris worked for KPMG 2016-2017 2. Since January 1, 2017, have you received or do you currently have the right to receive, directly or indirectly, any consulting, advisory, or other compensatory fees, including anyfees paid, directly or indirectly, for services as a consultant or a legal or financial advisor(including fees paid to your firm even if you are not the actual service provider),regardless of the amount, from the Company or any of its subsidiaries or predecessorsother than (i) director and committee fees or (ii) pension or other forms of deferredcompensation for prior service (provided such compensation is not contingent in any wayon continued service)? Yes No x IF YES, please provide a complete description of this compensation. 3. Since January 1, 2015, have you owned, been employed by, or served as a director (or in a similar capacity) of any entity that accepted any consulting, advisory, or othercompensatory fee from the Company or any of its subsidiaries or predecessors? Yes No x IF YES, please provide a complete description of this compensation. 6
4. Since January 1,2017, have you been an “affiliated person” of the Company or any subsidiary thereof? For purposes of this question only, “affiliated person” of theCompany or any subsidiary thereof means (A) with respect to any person, any persondirectly, or indirectly through one or more intermediaries, controlling, controlled by, orunder common control with such person; (B) any executive officer of any “affiliate”; (C) any director who also is an employee of an “affiliate”; (D) any general partner of an“affiliate”; and (E) any managing member of an “affiliate.”1 Yes No x IF YES, please provide a complete description of this relationship. V. COMPENSATION COMMITTEE MATTERS 1. Since January 1, 2017, have you received or do you currently have the right to receive, directly or indirectly, any consulting, advisory, or other compensatory fees, including anyfees paid, directly or indirectly, for services as a consultant or a legal or financial advisor(including fees paid to your firm even if you are not the actual service provider),regardless of the amount, from the Company or any of its subsidiaries or predecessorsother than (i) director and committee fees or (ii) pension or other forms of deferredcompensation for prior service (provided such compensation is not contingent in any wayon continued service)? Yes No x IF YES, please provide a complete description of this compensation. 2. Since January 1, 2015, have you owned, been employed by, or served as a director (or in a similar capacity) of any entity that accepted any consulting, advisory, or othercompensatory fee from the Company or any of its subsidiaries or predecessors? Yes No x If YES, please provide a complete description of this compensation. 3. Since January 1, 2017, have you been an “affiliated person” of the Company or any subsidiary thereof? For purposes of this question only, “affiliated person” of theCompany or any subsidiary thereof means (A) with respect to any person, any person Please note, the Securities and Exchange Commission has adopted a presumption that a person who is not anexecutive officer or the direct or indirect beneficial owner of 10% or more of any class of voting equitysecurities of the listed company or of an entity that controls, is controlled by or is under common control withthe Company will not be deemed to be an “affiliated person.” 7
directly, or indirectly through one or more intermediaries, controlling, controlled by, orunder common control with such person; (B) any executive officer of any “affiliate”; (C) any director who also is an employee of an “affiliate”; (D) any general partner of an“affiliate”; and (E) any managing member of an “affiliate.”2 Yes No x IF YES, please provide a complete description of this relationship. 4. With respect to any compensation consultant, legal counsel or other adviser (each, a “Consultant”) retained by the Compensation Committee in fiscal 2017, did you have, ordo you have, any business or personal relationship with such Consultant? Yes No x IF YES, please provide a complete description of this relationship. 5. With respect to any Consultant retained by the Compensation Committee in fiscal 2017, do you have any knowledge of, or reason to believe, that there is an actual or potentialconflict of interest between (i) yourself or the Company, its directors or its executiveofficers and (ii) such Consultant? Yes No x IF YES, please provide a complete description of this relationship. VI. MISCELLANEOUS 1. Do you or any member of your “immediate family” have any other relationship (cither current or former) with the Company or members of its senior management (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) that might reasonably be considered significant to consideration ofyour actual or perceived independence as a Director of the Company? For purposes ofillustration, potentially significant relationships could include (without limitation)commercial, industrial, investment management, banking, consulting, legal, accounting,financial, professional, close personal, charitable or familial relationships, among others. Yes No x IF YES, please provide a complete description of this relationship. Please note, the Securities and Exchange Commission has adopted a presumption that a person who is not anexecutive officer or the direct or indirect beneficial owner of 10% or more of any class of voting equitysecurities of the listed company or of an entity that controls, is controlled by or is under common control withthe Company will not be deemed to be an “affiliated person." 8
In the event that you subsequently learn of any information that would affect the accuracy or completeness of the information that you have previously reported in this Questionnaire, pleasecontact Robert S. MoIIoy at (781) 828-9300 x2029 or Kathy Lehmann at (781) 828-9300 x2543 orat klehmann@dxlg.com immediately. Please complete, sign and return the Questionnaire to Kathy Lehmann by PDF or fax at (781)821-5174. Your signature at the end of this Questionnaire constitutes your consent to the disclosure of theinformation contained in your answers in the Company’s Proxy Statement and Annual Report asand to the extent required by the Securities and Exchange Commission and applicable Nasdaqrules and federal and stale securities laws. You should be aware that a director of a registrantwho files proxy materials or reports that arc false or misleading in any material respect may,among other things, be personally liable to shareholders who have been damaged by the false ormisleading statements. Therefore you should answer completely and accurately each part of thisQuestionnaire. a)c $ jJc * $ I have attached additional pages to this Questionnaire. I consent to being named in the Company’s Proxy Statement and Annual Report and other solicitation materials, if so nominated as a director of the Company. 1 confirm my understandingthat the provisions of the Company’s governing documents must be complied with and satisfiedin order for me to qualify, and be properly nominated as, a director of the Company, includingthe provisions of Section 4.15 of the Fourth Amended and Restated By-Laws of Destination XLGroup, Inc. The answers to the foregoing questions are complete and accurate in all respects tothe best of my knowledge and belief. I will notify the Company promptly if any of my responseschange. In the absence of notice from me concerning any changes in the foregoing answers following the date of this Questionnaire, the Company is to understand that the informationappearing in this Questionnaire remains, to the best of my knowledge, accurate and Dated: 2018 ^ ha) -/£ooi9 Name: Please print or type 9
Destination XL Group, Inc. Business Relationships Questionnaire Have you, or your spouse or dependents, had any actual or proposed direct or indirectbusiness relationships with KPMG, or have you provided services to KPMG during theperiod from January 29, 2017 through the dale of this questionnaire? Please circle your response orNo If yes, please describe the relationship and any fees or revenues received or receivable? My son Christopher James Flood worked at KPMG from September 2016 until April of2018. He resigned earlier in April 2018. L have not provided anv services for KPMG. The answer to the foregoing question is correctly slated to the best of my knowledgeand belief.
Definitions For Purposes of This Questionnaire Dependent Direct business relationship Indirect business relationship means any person who received more than half oftheir support for the most recent calendar year fromthe relevant individual. when an individual or entity enters into a businessrelationship as one of the principal parties to thatrelationship. when a third party controlled by the individual orentity enters into a business relationship as one of theprincipal parties to that relationship. This includesinstances when, for example, a trust or personalholding company controlled by an individual entersinto a business relationship.
Name: CONFIDENTIAL DESTINATION XL GROLP. LNC. Questionnaire fur Potential Director Nominees Please review this Questionnaire and answer accurately (in ink other than black). Please be sure thatevery question in (his Questionnaire is answered; if the answer lo any question is “None” or “NotApplicable,” please so state. If the space supplied is insufficient to answer any question, please attach extrasheets of paper. The Appendix at the back of this Questionnaire explains the meaning ol certain terms used in theQuestionnaire. Please sign, date and return the completed Questionnaire to the Legal Department, 555 Turnpike Street.Canton, Massachusetts 02021 as soon as possible. If you have questions as to any terminology used in this Questionnaire or as to the significance of any particular fact or situation, please contact Robert S. Molloy at (781) 828-9300 x2029 or Kathy Lehmann at (781)828-9300 x2543 or at klehmann@dxlg.com. Thank you for your assistance.
PART I PERSONAL AND PROFESSIONAL HISTORY (Reg. S-K, Item 401) L Basic Information Name: S "T^ . Vl A A. S Date of Birth; _ - , Home Address: ,2.0 <2. o ^ 10 ~ C-rtPt. U3 P C. 2^/73 Home Telephone: ^0- 4 4 S'- i Work Address: tS 'chvi£ ^3 t4~t>rU£, Work Telephone: "-f I "?> ~ *8 o * *~j Cs> C? & Email: Cus & Mf{,L ‘ COM- 2. Directorships a. Are you (or have you been at any lime during the last live years) a director of any company which has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, is subject to the periodic reporting requirements ofSection15(d) of such Act, or is registered as an investment company under theInvestment Company Act of 1940? Yes S No b. If so, please list each such company. -2-
3. Business Experience Since February 1. 2013 Please describe your business experience, principal occupations and employment from February1, 2013 to the present. You need not repeat any information given in answer to Question 2. (jivedates to the nearest month. Give the name and a brief description of the principal business of anycompany or other organization for which you worked and state whether the company is a parent,subsidiary or other affiliate of the Company, if applicable. Give enough information about thenature of your responsibilities in your prior positions (e.g., size of operation supervised) to enablethe reader to assess the level of your professional competence. Parent, Subsidiary Period Company or Other or Other Affiliate Principal Position and (please indicate Organizationmonth/vear of start udate and end date)aic anu enu mil. > CtUJr*'*1't « */»r;. 7/*s***~0t OJmri pu/ of the Company Business Responsibilities ft T * ***&-&* <j 1/&OI3 jo4l - PC T/teLtHAi e?pri"it/L Oil on* On $ T>tfLtcroc^ ^ t/t /^y 4. Family JtclaUonships to Other Company Officers or Directors 1 ii> - TV^sl^-r SVfaafU/iL-r Sc/Z-oo* ,£*4 A J Are you related by blood, marriage or adoption to any other person who is a director orofficer of the Company or who has been nominated or chosen to become one?(Forpurposes of this question only, include any such family relationship not more remote thanfirst cousin.) Yes If so, please provide the following information; Name of Relative Relationship 5. Arrangements. Understandings, or Contracts a. Were you selected or are you to be selected to become a director or officer of the Company as die result of any arrangement, understanding or contract between yourselfand any other person? / Yes yNo -3-
b. If so, please give the name(s) of such person(s) and describe the arrangement or understanding. c. Are there any agreements or arrangements between you and any person or entity other than the Company relating to compensation or other payment in connection with yourservice as a director of the Company? Yes L/No d. If so, please give the name(s) of such person(s)/entity and describe the material terms of the arrangement or understanding. 6. Involvement in Certain Types of Legal Proceedings a. Since February 1, 2008, have you (1) filed a bankruptcy or insolvency petition, (2) been the subject of such a petition filed by someone else. (3) bad any business or property putin receivership, (4) been a partner or former partner of a partnership subject to such apetition or receivership, or (5) been an officer or former officer of a corporation or otherorganization subject to such a petition or receivership? b. Since February 1,2008, have you been convicted in any criminal proceeding (excluding traffic violations)? Yes ^ No c. Are you a named subject of a pending criminal proceeding (excluding traffic violations)? d. Since February' 1, 2008, have you ever been enjoined, suspended or otherwise limited by any court or other authority from participating in any of the following activities: (1) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity poo! operator, floor broker, leverage transaction merchant orother person regulated by the Commodity Futures Trading Commission(“C.F.T.C.”) or a similar foreign governmental entity, or an associated person ofthe foregoing? -4 -
(2) acting as an investment advisor, underwriter, broker or dealer in securities, or an associated person of any of the foregoing? (3) acting as director or employee or otherwise being affiliated with any investment company, bank, savings and loan association, or insurance company? (4) engaging in any other activity connected with securities or commodities? Yes S Mo engaging in any other type of business practice? Yes >/No (6) engaging or continuing in any other conduct or practice in connection with any of the above activities? associating with any person engaged in any of the above activities? Yes No e. Since February 1,2008, have you been found by a court or by the Securities and Exchange Commission (the "SEC”) or C.K.T.C. or a similar foreign governmental entityto have violated any foreign, federal or state securities law or commodities law (whetheror not the finding or judgment was subsequently reversed, suspended or vacated)? f. Since February 1,2008, have you been the subject of, or a party to. any foreign, federal or state judicial or administrative order, judgment, decree or finding relating to an allegedviolation of: (1) any foreign, federal or state securities or commodities law or regulation? (2) any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order ofdisgorgement or restitution, civil money penalty or temporary or permanentcease-and-desist order, or removal or prohibition order?
(3) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity? Yes y/ No Since February 1,2008, have you been the subject of, or party to, any sanction or order ofany self-regulatory organization, any registered entity, or any equivalent exchange,association, entity or organization that has disciplinary authority over its members orpersons associated with a member? Since February 1, 2008, have you been subject to any judicial or administrative proceeding before any court, commission (including the SEC or C.F.T.C.), hoard or other government agency concerning any matter similar in nature to the matters described inparts d„ e., f. and g. of this question which did not result in a judgment or finding or isnow pending? To your knowledge, since February 1, 2008. have you been subject to any investigationby any government agency or body concerning any matter similar in nature to the mattersdescribed in parts d., e., f. and g. of this question which did not result in the institution ofjudicial or administrative proceedings or is now pending? Since February 1. 2008, have you been named in, or found liable or guilty in, any civil orcriminal proceeding or investigation by any foreign, federal or state governmental agency-alleging fraud or breaches of any duties to shareholders or other constituents of acompany? Yes / No Since February 1. 2008, have you been subject to any order, judgment or decree thatrestrains or enjoins you from engaging or continuing to engage in any conduct orpractice; (i) in connection with the purchase or sale of any security, (ii) involving themaking of any false filing with the SEC or similar foreign governmental entity or (iii)arising out of the conduct of the business of an underwriter, broker, dealer or municipalsecurities dealer, investment advisor or paid solicitor of purchasers of securities? Yes S No Since February 1,2008, have you been subject to a United Stales Postal Service falserepresentation order?
m. Are you subjecl to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Sendee to constitute a scheme or device forobtaining money or property through the mail by means of false representations? Yes y No n. Have you been involved in, or has any inquiry, investigation, lawsuit or disciplinary action been initiated against you by any regulatory or professional organization, including, but not limited to. the SEC, any state securities commission, FINRA (formerlyNASD) or any foreign regulatory authority? o. Do you know of any inquiry, investigation, lawsuit or disciplinary action initialed against ihe Company, any of its officers, directors, principals, associates, affiliates, predecessorsor five percent stockholders by any regulatory organization including, but not limited to.the SEC. any state securities commission, FINRA (formerly NASD) or any foreignregulatory authority? p. If your answer to any of the above questions is “Yes.” please describe in detail what happened. Please name all persons involved, give the courl and/or agency docket numberof the proceeding, and provide any other information that might explain or aid inunderstanding your involvement in the proceeding. Do you consent to being named in the Proxy Statement and agree to serve as a director if elected? t■/ Yes No PAR I' II COMPENSATION(Reg. S-K, Item 402) The Company will review its records to gather information on all compensation paid to you bythe Company and its subsidiaries. The following questions are intended to help ensure that allcompensation is identified and to otherwise assist in the Company's review. a. During the last fiscal year, did you receive any compensation as a director or officer of the Company from any person other than the Company or its subsidiaries?
If yes, please describe. b. Please describe any consulting fees earned from, or paid or payable by the Company and/or its subsidiaries to you. including through joint ventures. If none, please soindicate. c. Do you have an employment agreement with the Company or any of its subsidiaries? If so, please describe. Yes No d. Do you have any agreement or arrangement with the Company or its subsidiaries, or docs the Company or its subsidiaries have any plan, under which you will receive any paymentat, following or in connection with your resignation, retirement or other termination ofyour employment or from a change in control of the Company or a change in yourresponsibilities following a change in control? If so, please describe. Yes '/^No e. Please describe any other compensation (regardless of amount! earned or paid to you during the last fiscal year that is not already reported in this Question 8 (including compensation related to transactions between the Company or any of its* subsidiaries andany third party from which you or any Immediate Family member receivescompensation). If none, please so indicate. PART Hi TRANSACTIONS WITH THE COMPANY OR ANY SUBSIDlARN (Reg. S-K, Item 404(a)) The questions in this section arc designed to assist the Company in identifying the existence of any“related party transactions”, including a transaction that would be required to be disclosed in the -8-
Company’s proxy statement. The SEC requires the Company to include information that relates to transactions involving your Immediate Family members. Please refer to the definition of “Immediate Family’’ in Appendix A below in connection with your responses to these questions. Please also completedie attached Annex A, which is a list of your Immediate Family members. This is intended to help yourespond to the questions below. 9. Since the beginning of fiscal 2017 (i.e., January 29, 2017), have you, any Associate of yours or any member of your Immediate Family had, or do you propose to have, any interest, directly orindirectly, in any transaction (or series of similar transactions) in which the Company, any of itssubsidiaries or any of their pension, retirement or similar plans was or is to be a participant andthe amount involved in such transaction exceeds S120,000? Please note you are deemed to havean indirect interest in a transaction between the Company and any entity of which youBeneficially Own ten percent or more of its equity interests. If you answer “yes” to this questionor the following question, please note that additional follow-up may be necessaiy. If yes, for each such transaction, please provide the following information: • the name of such person; • a description of the relationship to you and the Company; • the nature of such person’s interest in the transaction(s) (including such person’s position(s) or relationships)s) with, or ownership in, a firm, corporation, or other entity that is party to, orhas an interest in, such transaction); • when such transaction(s) occurred or will occur; • the amount of such transaclion(s); and • the amount of such person’s interest in the transachon(s) (without regard to protlt or loss). 10. If you, any Associate of yours or any member of your Immediate Family is or was at any time since the beginning of Fiscal 2017, or proposes to be, engaged, directly or indirectly, in any financial Uansaction (or series of similar transactions), arrangement or relationship (including anyindebtedness or guarantee of indebtedness) in any amount involving the Company, any of itssubsidiaries or any of their pension, retirement or similar plans as a participant, please indicatebelow the name of such person and indicate such person’s relationship to you and the Company,the nature of the debt, the largest aggregate amount outstanding during the Company’s last fiscalyear, the amount outstanding at February 3, 2018, the amount of principal paid during theCompany's last fiscal year, the amount of interest paid during the Company's last fiscal year, andthe rate of interest paid or charged thereon. Not applicable - 9-
I disclose the following: 11. Do you or any of your Associates have any interest direct or indirect, by security holdings or otherwise, in any matters to be acted upon at the 2018 Annual Meeting (other than elections tooffice or interests under option or retirement plans)? If yes, please describe such interest PART IV LEGAL PROCEEDINGS (Reg. S-K, item 1(13, Instruction 4) 12. Interests Adverse to the Company a. Are you or any of the following persons a party adverse to the Company or any of its affiliates, or do you or any such person hold an interest adverse to the Company or any of its affiliates, in any legal proceeding? You? ii. Your spouse, or any relative of you or your spouse who lives in your home or who is a director or officer of the Company? Yes ,/ No iii. Any corporation or organisation of which you are a director, officer or partner? iv. Any corporation or organization of which you are, directly or indirectly, the Beneficial Owner of five percent or more of any class of equity securities? Yes s/No v. Any trust or estate in which you have a beneficial interest or of which you are a trustee or fiduciary? Yes t /No - 10-
vi. To your knowledge, any person or any partnership, syndicate or other group who or which is the Beneficial Owner of more than five percent of the outstanding shares of anvclass of the Company’s voting securities? vii. Any member of the Immediate Family of any of the foregoing persons0 If your answer to any of the above questions is “Yes,” please provide the following informationfor each such legal proceeding; (1) name of court or agency. (2) date proceeding was instituted, (3) principal parties to proceeding, (4) a description of the factual basis alleged to underlie theproceeding, (5) the relief sought, and (6) your relationship, if any, to each of the parties to theproceeding. b. Do you know of any legal, regulatory' or administrative proceeding brought or contemplated by any governmental authority (including but not limited to antitrust price-fixing, tax, environmental, copyright or patent litigation) to which you, the Company or any subsidiary' of the Company is or may be a party or of which the property of the Company or any subsidiary of the Company is subject? If your answer is yes, please provide a description below; PART V SECURITY OWNERSHIP (Reg. S-K, Item 403) 13. Interests in the Company’s Securities (see Appendix A) a. Do you Beneficially Own, or have the right to acquire (for example, through the exercise of an option or pursuant to the power to revoke a trust) Beneficial Ownership withrespect to, any equity securities of the Company or any of its affiliates; (I) Directly? Yes No (2) Indirectly through your spouse, any minor child of yours, or any relative of you or your spouse who lives in your home? -11 -
Yes No (3) Indirectly through any corporation of which you or any member of your Immediate Family is a director, officer or partner? (4) Indirectly through any corporation of which you or any member of your Immediate Family is. directly or indirectly, the Beneficial Owner of five percentof any class of equity securities? Yes v/ No (5) Indirectly through any trust or estate in which you or any member of your Immediate Family has a beneficial interest or of which you or any member of your Immediate Family is a trustee or fiduciary? Yes V No (6) Jointly? - 12-
b. If your answer to any portion of Question 13a is “Yes,” please provide the following information. C Of amount shown incolumn B, number ofshares with respect to which you have the D A B right to acquire Nature of E Class of Amount Owned Beneficial Ownership Beneficial Direct or indirect securities Beneficially- within 60 days^ Ownerships ownership^ includes shares deemed to be Beneficially Owned as specified in Appendix A. •' See Appendix A. State nature of right to acquire Beneficial Ownership {for example, “subject tooption”). * For all shares listed, state whether you have (a) sole voting power, (b) shared voting power, (c) soleinvestment power or (d) shared investment power. If you share voting or investment power, pleaseidentify the person with whom such power is shared and describe the arrangement or agreement underwhich it is shared. * If shares are owned directly, so state. If shares are owned indirectly, state the nature of such indirectownership (for example, "by wife”). - 13-
c. With respect to any securities listed in your answer to Question 13b, do you wish to disclaim Beneficial Ownership thereof? If so, please indicate the class and amount of securities as to which you are disclaiming Beneficial Ownership. Class of Securities Amount d. Do you know of any person, company or group who or which is the Beneficial Owner or pledgee of more than five percent of the outstanding shares of any class of theCompany’s voting securities or who or which has the right to acquire BeneficialOwnership of more than five percent of any class of such securities? If so, please state the name of such person, company or group. c. To your knowledge, do any holders of more than five percent of any class of the Company’s voting securities hold such securities pursuant to any voting trust or similaragreement? If so. please slate the name(s) and address(es) of the voting trustee!si. f. Are any of the shares Beneficially Owned by you. as described in 13a and 13b above, held in a margin account or otherw ise pledged as security or collateral? If so, brieflydescribe the details below and indicate the number of shares pledged as security. - 14-
14. Changes in Control a. Are you aware of any arrangements, including any pledge of securities of the Company or any of its affiliates or subsidiaries that have resulted in, or may at a later date result in,a change in control of the Company? Yes ^ Mo b If so, please describe. PART VI PAYMENTS TO FOREIGN OFFICIALS AMD IRAN RELATED ACTIV ITIES 15. Payments to Foreign Officials or Institutions a. Have you made any payment or offer to pay any money or anything of value to any foreign official, foreign political party, foreign party official, or candidate for foreignpolitical office for the purpose of: (1) influencing any act or decision of such foreign person or institution, or (2) inducing such foreign person or institution to influence any act or decision of a foreign government. in order to assist the Company or any other person or entity to obtain or retain business for or with any person or to direct business to any person? b. Have you made any offer of any money or anything of value to any person, foreign or domestic, while knowing or having reason to know that all or pait of the money or valueoffered would be used for the purposes described in Question 15a? 16. Iran Related Activities: • F’or purposes of this Question 16. “affiliate” includes any U.S. or foreign entity that you directly or indirectly control (i.c. have the power to direct or cause the direction of the management andpolicies of that entity through ownership of voting securities by contract, or otherwise). - 15-
• We also request that you inform us immediately if you or any of your affiliates engages, or plans 10 engage, in any of the activities described below at any time during the current fiscal year orthereafter. a. During the past two years, have you or any of your affiliates engaged in any transactions with, relating to, or benefiting Iran, its government (including its agencies, political subdivisions, and any entity controlled by it or acting on its behalf), or any persons orentities in Iran, whether such transactions are direct or indirect? PART VII COMPENSATION COMMITTEE INTERLOCKS (Reg. S-K, Item 4(l?(c)(4)) 17. Compensation Committee Matters Did you at any time during fiscal 2017 serve as an executive officer of another company whichhad as a member of its compensation committee (or other Board committee performingequivalent functions or, in the absence of any such committee, the Board of Directors) anexecutive officer of the Company? If yes, please identify the other company, your position with such other company, the Companyexecutive officer in question and his position with such other company; 18. Officer Membership on Other Boards and Committees a. Did you at any time during fiscal 2017 serve as a member of the compensation committee tor other Board committee performing equivalent functions or, in the absence of any suchcommittee, the entire Board of Directors) of another company, one of whose executiveofficers served on the compensation committee of the Company? If yes. please identify the other company, your position with such other company, and themember of the Company’s compensation committee in question: h. Did you at any lime during fiscal 2017 serve as a member of the Board of Directors of another company, one of whose executive officers served on the compensation committeeof the Company? - 16-
Yes If yes, please identify the other company and the member of the Company’scompensation committee in question; C. Did you at any time during fiscal 2017 serve as a member of the compensation committee (or other Board committee performing equivalent functions or, in the absence of any suchcommittee, the entire Board of Directors') of another company, one of whose executiveofficers served as a director of the Company (but not necessarily a member of thecompensation committee of the Company)? If yes, please identify the other company, your position with such other company, and themember of the Company’s Board of Directors in question: PART VIII AUDIT COMMITTEE FINANCIAL EXPERTISE 19. Financial Expertise a. Do yon have education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or in a position that involvesthe performance of similar function? If so, please describe (i) the position(s) that you held, (ii) a statement of your specific duties, (iii) the name of the company or companies in which you held such position(s)and (iv) the penod(s) during which you held such position(s); b. If your answer to Question 19 is “No,” have you held a position in which you gained experience in one or more positions that involve the performance of functions similar tothose that are performed by principal financial officers, principal accounting officers,controllers, public accountants or auditors? If so, please describe (i) the position(s) that you held, (ii) a statement of your specificduties, (iii) the name of the company or companies in which you held such position(s)and (iv) the period(s) during which you held such position(s); /tl D £f <t /9->i OP "T/*//€
20. Supervisory Role a. Do you have experience actively supervising a principal financial official officer, principal accounting officer, controller, public accountant, auditor or person performingsimilar functions? If so, please describe (i) the positional that you held, (ii) a statement of your specificduties, (iii) the name of the company or companies in which you held such positionaland (iv) the period(s) during which you held such positionfs); ) iLk ftO " (L-L-hQ lit W HrhJ o f b. Do you have experience overseeing or assessing ihe performance of companies or public accountants with respect to the preparation, auditing or evaluation of financialstatements? Ifso, please describe (i) the positional that you held, (ii) a statement of your specificduties, (Hi) the name of the company or companies in which you held such position(s)and (iv) the pcriod(s) during which you held such position(s): ****** 4 c> 21. Experience a. Do you have any other relevant experience through which you gained: (l) an understanding of generally accepted accounting principals (“GAAP”) and ifnancial statements? _j/Ycs No (2) the ability to assess the general application of GAAP in connection with the accounting for estimates, accruals and reserves? (3) experience preparing, auditing, analyzing or evaluating financial statements that present the breadth and level of accounting issuer that are generally comparableto the breadth and complexity of issues that can reasonably be expected to beraised by the Company's financial statements or experience actively supervisingone or more persons engaged in such activities? - 18-
|4) an understanding of internal controls and procedures for financial reporting? l / ves No (5) an understanding of audit committee functions ’ _\j/_Yes No If your answer is ‘Yes” with respect to any of items (i) through (v > above, please providea general statement of support with respect to each answer; ST v^OfL -SAT l n thfioa (2. ou.-< ^ *1 IT. A*> X ^ tit-o/L n AS O Finance or Recounting Decree J Do you have an advanced degree in finance or accounting? / Yes t/ No If so, please described the advanced degree, the name of the institution where you earned suchdegree and the year in which you received such degree: Certified Public Accountant Arc you a certified public accountant, or the equivalent, in good standing? Yes /No If so. please stale the period during which you actively practiced as a certified public accountant(or the equivalent): Accounting or Financial txpcnisc Arc you certified or otherwise identified as having accounting or financial expertise by a recognized private body that establishes and administers standards in respect of such expertise,and in good standing?
If so, please (i) describe the nature of such certification, (ii) identify the administering body and (ii) slate the period during which you have been so certified: 25. Laws and Regulations Please provide a general statement describing your level of familiarity and experience with (i) allapplicable laws and regulations regarding the preparation of financial statements of publiccompanies and (ii) reviewing, preparing, auditing or analyzing financial statements of publiccompanies: 'l! uwt> # £. U P *. 1Z i ft \fx c tx-Li 3 -r 26. Other Relevant Qualifications or Experience To the extent not covered by Questions 19-25 above regarding your experience in evaluating thefinancial statements of public companies, please provide a description of any of your otherrelevant qualifications or experience that would assist the Company in evaluating your ability tounderstand and evaluate the Company's financial statements and its other financial informationand to make knowledgeable and through inquiries whether (i) the Company’s financial statements ■’fairly present"’ its financial condition, results of operations and cash flows in accordance withGAAP; and (ii) the Company’s financial statements and other financial information, takentogether, “fairly present” the Company's financial condition, results of operations and cash flow: UAM V7 yPft -20-
I consent to being named in die Company’s Proxy Statement and Animal Report and other solicitation materials, if so nominated as a director of the Company. I confirm my understanding that theprovisions of the Company's governing documents must be complied with and satisfied in order for me toqualify, and bo properly nominated as, a director of the Company, including the provisions of Section 4.15 of the Fourth Amended and Restated Fly-Laws of Destination XL Group, Inc. The answers to theforegoing questions are complete and accurate in all respects to the best of my knowledge and belief. Iwill notify the Company promptly if any of my responses change. In the absence of notice from meconcerning any changes in the foregoing answers following the date of this Questionnaire, the Companyis to understand that the information appearing in this Questionnaire remains, to the best of myknowledge, accurate and complete. Dated: I o ( ,2018 -21-
Appendix A Definition of “Beneficial Ownership” The SEC has adopted a definition of “beneficial ownership,” as used in this Questionnaire, that is different from the one with which you may be familiar in the context of insider trading. Securities owned“beneficially” would include not only securities held by you for your own benefit, whether in bearer formor registered in your own name or otherwise, but also securities held by others for your benefit (regardlessof whether or how they are registered) such as, for example, securities held for you by custodians,brokers, relatives, executors, administrators, or trustees, and securities held for your account by pledgees,securities owned by a partnership in which you are a member, and securities owned by any corporationwhich is or should be regarded as a personal holding corporation of yours. The SEC’s definition of “beneficial ownership” provides generally that: (a) A person “beneficially owns” a security if he or she. directly or indirectly, has or shares voting power the power to vote, or to direct the voting of such security) and/or investment power (i.e.. the power to dispose or to direct the disposition of such security) whether through any contract, arrangement,understanding, relationship or otherwise. (b) A person is also deemed to be the beneficial owner of a security if he or she has the right to acquire such security within 60 days including any right to acquire such a security during that time period (a) through the exercise of any option, warrant or right; (b) through the conversion of a security; (c) pursuant to the power to revoke a trust, discretionary' account or similar arrangement; or (d) pursuant tothe automatic termination of a trust, discretionary account or similar arrangement. In the view of the SEC, any person or entity that controls, or has the power to control, a beneficial owneris itself a beneficial owner with respect to the securities owned by the controlled person or entity. Thus,for example, a parent company would be the beneficial owner of securities owned by a subsidiary overwhich it has control. The term “control” means the possession, direct or indirect, of the power to direct orcause the direction of the management and policies of the Company, whether through the ownership ofvoting securities, by contract or otherwise. Please note that under the definitions set forth above, there may be more than one beneficial owner of thesame security, such as when a person places securities in a revocable discretionary account with a trusteeor investment adviser who can vote or dispose of the securities; in that case, the individual would haveinvestment power since he or she could revoke the arrangement and the trustee or investment adviserwould have voting power and investment power. Thus, both the individual and the investment adviserwould have beneficial ownership of the same securities. Definition of “Executive Officer” When used in reference to any company or business entity, “executive officer” means the chief executiveofficer, president, any vice president in charge of a principal business unit, division or function (such assales, administration or finance), any other officer who performs a policy making function or any otherperson who performs similar policy making functions for the company.(Executive officers ofsubsidiaries may be deemed executive officers of the company if they perform such policy makingfunctions for the company.) Definition of “Immediate Family” -22-
A person’s “immediate family" includes such person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughtcrs-in-law, and brothers- and sistersin-law (whether by blood or adoption), or anyone residing in such person’s home (other than a tenant oremployee). Definition of “Associate" The term ‘ associate,’’ as used in this Questionnaire, means: 1. any corporation or organization (oilier than the Company or a majorityowned subsidiary of the Company) of which you are an officer or partner or are, directly or indirectly, the beneficialowner of 10% or more of any class of equity securities; 2. any trust or other estate in which you have a substantial beneficial interest or as to which you serve as trustee or in a similar fiduciary capacity; and your spouse, or any relative of you or your spouse, wiio lives with you, or who is a director orofficer of the Company or any of its parents or subsidiaries. -23-
Annex A Immediate Family Members Board Relationship Name Spouse y f\umi Childrcn Step-childrenSons-in-law Daughters-in-lawParents Step-parentsParents-in-lawSiblings Brolhers-in-lawSisters-in-law Other personssharing your household (otherthan tenants andemployees) Employer Title f4- /A ^ ^n-(>,£.»/"7 -24- Memberships V//) ^ / n a//*
NAME: (itXS <T)■ Ha LAS DESTINATION XL GROUP, INC. QUESTIONNAIRE FOR DIRECTORS REGARDING INDEPENDENCE Response Mechanics: Please review this Questionnaire and answer accurately (in ink other than black). Please be sure that even question in this Questionnaire is answered; if the answer to anyquestion is “None” or “Not Applicable,” please so state. If the space provided for answers isinadequate, please use attachments to provide the additional detail. Unless otherwise stated,answers should be given as of the date on which you complete this Questionnaire. A limitednumber of questions may appear to overlap. Accordingly, you should feel free to cross-reference your answers in order to avoid repeating information. Purpose of Responses: The questions below arc designed to elicit a variety of information thatcould be useful to the Board in determining the “independence” of its Directors. In making thisdetermination, the Board will be guided by a few specific requirements, but otherwise will needto rely on broad general principles and its own collective judgment. Unless one of severalobjective factors causes a Director not to be “independent” under Nasdaq requirements, thequestion for the Board will be whether one or more current, and in some cases certain former,relationships that involve the Company or members of its management, taken as a whole, causethe Director not to be “independent.” In this regard, the New York Stock Exchange (solely forinformational purposes given that the Company is an Nasdaq-listed company ) has stated that; “it is not possible to anticipate, or explicitly to provide for, all circumstances (hatmight signal potential conflicts of interest, or that might hear on the materiality ofa director's relationship to a listed company. . . Accordingly, it is best thatboards making ‘independence' determinations broadly consider all relevant factsand circumstances. In particular, when assessing the materiality> of a director '.vrelationship with the company, the hoard should consider the issue not merelyfrom the standpoint of the director, hut also from that ofpersons or organizationswith which the director has an affiliation. Material relationships can includecommercial, industrial, banking, consulting, legal, accounting, charitable andfamilial relationships, among others." Materiality and Significance - Some Information on Standards: Because neither Nasdaq norapplicable law and regulations have specifically stated what “material” means in this context, theBoard will need to apply a broad, common law standard of materiality; whether a reasonableinvestor would attach importance to the existence of the relationship in determining that theDirector in question was not independent. For purposes of completing this Questionnaire, it isimportant to note not only that a single significant relationship may be material, but also thatmultiple relationships which individually are not significant may, collectively, be material whenviewed as a whole. Wherever possible this Questionnaire attempts to define in context ivhat is“material,” but in many instances it is simply not possible to give a bright-line standard for youto apply. In those instances, please keep in mind that the Board, in making its determinationneeds more, rather than less information so that it can put itself in the shoes of the “reasonableinvestor." When the facts might lend themselves to multiple interpretations from the “reasonableinvestor1' standard, it is appropriate for the Board as a whole, rather than each individualDirector, to reach a judgment as to materiality. In some instances, this Questionnaire uses the 1
term “significant,’' which is intended to cast a broader net than the term “material” while stillallowing you to use your discretion in responding. In all events, if you have any doubts as todisclosure, please err on the side of disclosing what may arguably be “insignificant” or“immaterial” relationships, so as to enable the Board to make the most accurate and informed ofdeterminations. Use of Responses. Company Information Assistance: The information solicited by this Questionnaire will be used by the Board to comply with legal and Nasdaq requirements that havebecome the focus of much public attention and are closely monitored by institutional investors.Each Director has a vested interest in the process being as complete and thorough as possible. Atthe same time, the Board is well aware that it would be unduly burdensome to require eachDirector to disclose every single relationship, no matter how routine or insignificant orincidental, which may have any bearing on any of the questions in this Questionnaire. Therefore,in addition to asking you to make your own judgment as to whether any specific relationship isof the kind as to which a reasonable investor would want more information, the Board isprepared to make available Company data and resources to assist you in ascertaining whetherspecific entities with whom you or your immediate family or affiliates have a relationship alsohave a relationship with the Company or its management or affiliates. Some Defined Terms: for purposes of this Questionnaire, the following terms have thefollowing meanings unless otherwise noted: • “immediate family” member means any of the following: your spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than persons employed by you) who shares your home. • “Affiliate” means, with respect to any person, any person, directly or indirectly through one or more intermediaries, controlling, controlled by or under common control withsuch person. • “Control,” when used with respect to any person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and“controlled” have meanings correlative to the foregoing. Please note that the definitions of "affiliate” and “control” are not necessarily objective definitions and you should therefore be over inclusive in your assessment of whether a personhas been or is “affiliated” with another person, including the Company. Please note that Nasdaq Listing Rules and the Securities and Exchange Commission rules effectively require the Company to monitor the independence of directors and members of theAudit Committee. Compensation Committee and Nominating/Corporale Governance committeethroughout the year. As a result, if there is any change or proposed change in the facts on whichyour answers to this questionnaire are based, it is important that you notify Robert S. Molloy at(781) 828-9300 x2029 or Kathy Lehmann at (781) 828-9300 x2543 or via email(klehmann@dxlg.com) as soon as possible. Thank you for your attention in completing this important Questionnaire. I. 2
BACKGROUND 1. Do you serve on the board of directors of other companies? Yes No IF YES, please provide a complete description of this service. However, in the event you serve on a number of “affiliated” or related entities, please feel free to list the “Parent” or similar entity with a general reference to the other entities. ^ *TK/A»i6c€ ( 56oO j) V W l>Ac C-aJA ( WVLt\sf~y ^ (jDfKx .Axe you. or is any member of your “immediate family,” now employed, or have you orany member of your “immediate family” been employed within the last three years, asan executive officer of another company for which any of the Company’s currentexecutive officers serve or serv ed at the same time on the other company’s compensationcommittee? Yes No IF YES, please provide a complete description of this relationship. II. EMPLOYMENT 1. Since January 1, 2015, have you (or any member of your "Immediate family”) been employed by the Company or any of its subsidiaries or predecessors? IF YES. please provide a complete description of this employment. 2. Since January 1,2015, have you or any member of your “immediate family” received more than $120,000 per year in direct compensation or other payments from the Company or any of its subsidiaries or predecessors, in any capacity, other than (i) directorand committee fees or (ii) pension or other forms of deferred compensation for priorservice (provided such compensation is not contingent in any way on continued service)? Yes No kS IF YES, please provide a complete description of this compensation or other paymentand related services for the Company or any of its subsidiaries or predecessors. 3. Since January 1,2015, have you (or any member of your “immediate family”) had any personal services contract(s) with the Company or any of its subsidiaries or predecessors 3
or a member of senior management of the Company or any of its subsidiaries orpredecessors? Yes No IF YES, please provide a complete description of this arrangement. You may attach a copy or an existing summary of the contract! s). ill. THIRD PARTY RELATIONSHIPS I. Since January 1,2015. have you (or any member of your "immediate family”) been an executive officer, employee, partner or controlling stockholders of a company that makespayments to, or receives payments from, the Company or any of its subsidiaries orpredecessors for properly or services in an amount which, in any single fiscal year,exceeds the greater of $200,000 or 5% of such other company’s consolidated gross revenues? IF YES. please provide a complete description of this service or employmentrelationship. 2. Since January 1, 2015, have you had any ongoing business or professional relationship witli the Company or any of its subsidiaries or predecessors (other than service as a Director of the Company), whether or not material in an economic sense, that involvescontinued dealing with management, such as the relationship between the Company andany investment banker, financial advisor, accounting or consulting firm, public orinvestor relations firm, or legal counsel? S' Yes No \/ IF YES, please provide a complete description of this relationship. 3. Since January 1, 2015, have you (or any member of your "immediate family”) had any material business or professional relationship with cither: (a) the Company or any of its subsidiaries or predecessors (other than service as a Director of die Company); or (b) a member of senior management of the Company or any of its subsidiaries or predecessors (whether related to such member’s duties and responsibilities as an employee of the Company or his or her personalbusincss/finances)? For purposes of this question, you should assume that any gross revenue should beconsidered "material” if it exceeds 5% of your (or any member of your "immediate 4
family’s”) (i) annual gross income, derived from all sources, during either of the last twoyears, or (ii) net worth, on a fair market value basis. At the same time, a relationship maybe material, even if it does not cross this threshold, if it is otherwise significant for you ora member of your “immediate family,” either individually, or when viewed in thecontext of other relationships, or when taken together with multiple relationshipsinvolving you and your “immediate family” as a whole. Yes No IF YES, please provide a complete description of this relationship. 4. Since January 1,2015, have you (or any member of your “immediate family") performed services or been employed by or a representative of or “affiliated” with anyfirm or organization, or received any financial benefit from any such firm ororganization, providing services (including, without limitation, professional advisory,financial consultation, tax, or legal counsel services) for the Company or any of itssubsidiaries or predecessors or a member of senior management of the Company or anyof its subsidiaries or predecessors? Yes No IF YES. please provide a complete description of this service or employmentrelationship. 5. Since January 1, 2015. have you (or has any member of your “immediate family”) been a controlling shareholder, member of the board of directors or trustees of. general partnerof, an executive officer of or otherwise “affiliated” with a customer, supplier or serviceprovider of the Company or any of its subsidiaries or predecessors? Yes IF YES, please provide a complete description of this relationship 6. Since January 1,2015, have you (or any member of your “immediate family”) been employed by, on the board of directors or trustees of, or otherwise “affiliated" with anot-for-profit entity that receives direct and/or significant contributions from theCompany or any of its subsidiaries or predecessors, including any members of any suchCompany’s senior management, or any foundation or similar entity established by or onthe behalf of any of the foregoing? IF YES, please provide a complete description of this relationship. 5
7. Are you (or any member of your "immediate family’’) now a current partner of our independent auditors, or did you or a family member at any time within the three years prior to the date you sign this Questionnaire, work on our company’s audit as a partner oremployee of our independent auditors? Yes If YES. please provide a complete description of this relationship. IV. AUDIT COMMITTEE MATTERS 1. Since January 1.2015, have you been "affiliated” with or employed by, or has any member of your "immediate family” been “affiliated” with or employed in a professional capacity by, a present or former internal or external auditor of the Companyor any of its subsidiaries or predecessors? Yes No IF YES, please provide a complete description of this relationship or involvement. 2. Since January 1,2017, have you received or do you currently have the rigid to receive, directly or indirectly, any consulting, advisory, or other compensatory fees, including anyfees paid, directly or indirectly, for serv ices as a consultant or a legal or financial advisor(including fees paid to your firm even if you are not the actual service provider),regardless of the amount, from the Company or any of its subsidiaries or predecessorsother than (i) director and committee fees or (ii) pension or other forms of deferredcompensation for prior service (provided such compensation is not contingent in any wayon continued sendee)? Yes No IF YES, please provide a complete description of this compensation. 3. Since January 1, 2015, have you owned, been employed by, or served as a director (or in a similar capacity) of any entity that accepted any consulting, advisory, or othercompensatory fee from the Company or any of its subsidiaries or predecessors? IF YES, please provide a complete description of this compensation. 6
4. Since January I, 2017, have you been an “affiliated person” of the Company or any subsidiary thereof? For purposes of this question only, "affiliated person” of theCompany or any subsidiary thereof means (A) with respect to any person, any persondirectly, or indirectly through one or more intermediaries, controlling, controlled by, orunder common control with such person; (B) any executive officer of any "affiliate”; (C) any director who also is an employee of an "affiliate”; (D) any general partner of an"affiliate”; and (E) any managing member of an “affiliate.”1 Yes No IF YES, please provide a complete description of this relationship. V. COMPENSATION COMMITTEE MATTERS 1. Since January 1,2017, have you received or do you currently have the right to receive, directly or indirectly, any consulting, advisory, or other compensatory fees, including anyfees paid, directly or indirectly, for services as a consultant or a legal or financial advisor(including fees paid to your firm even if you are not the actual service provider),regardless of the amount, from the Company or any of its subsidiaries or predecessorsother than (i) director aud committee fees or (ii) pension or other forms of deferredcompensation for prior service (provided such compensation is not contingent in any wayon continued service)? Yes No IF YES, please provide a complete description of this compensation. 2. Since January 1,2015, have you owned, been employed by. or served as a director (or in a similar capacity) of any entity that accepted any consulting, advisory, or othercompensatory fee from the Company or any of its subsidiaries or predecessors? If YES, please provide a complete description of this compensation. 3. Since January 1, 2017, have you been an "affiliated person” of the Company or any subsidiary thereof? For purposes of this question only, "affiliated person” of theCompany or any subsidiary thereof means (A) with respect to any person, any persondirectly, or indirectly through one or more intermediaries, controlling, controlled by, or Please note, the Securities and Exchange Commission has adopted a presumption that a person who is not anexecutive officer or the direct or indirect beneficial owner of 10% or more of any class of voting equitysec urines of the listed company or of an entity that controls, ts controlled by or is under common control withthe Company will not he deemed to be an “affiliated person.” 7
under common control with such person; (B) any executive officer of any “affiliate”; (C) any director who also is an employee of an “affiliate”; (D) any general partner of anaffiliate”; and (E) any managing member of an “affiliate.”5 Yes No IF YES, please provide a complete description of this relationship. 4. With respect to any compensation consultant, legal counsel or other adviser (each, a “Consultant”) retained by the Compensation Committee in fiscal 2017, did you have, ordo you have, any business or personal relationship with such Consultant? Yes No y/ IF YES, please provide a complete description of this relationship. 5. With respect to any Consultant retained by the Compensation Committee in fiscal 2017, do you have any knowledge of, or reason to believe, that there is an actual or potentialconflict of interest between (i) yourself or the Company, its directors or its executiveofficers and (ii) such Consultant? Yes No \/ IF YES, please provide a complete description of this relationship. VI. MISCELLANEOUS 1. Do you or any member of your "immediate family” have any other relationship (cither current or former) with the Company or members of its senior management (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) that might reasonably be considered significant to consideration ofyour actual or perceived independence as a Director of the Company? For purposes ofillustration, potentially significant relationships could include (without limitation)commercial, industrial, investment management, banking, consulting, legal, accounting, financial, professional, close personal, charitable or familial relationships, among others. Yes No \s IF' YES, please provide a complete description of this relationship. Please note, the Securities and Exchange Commission has adopted a presumption that a person who is not anexecutive officer or the direct or indirect beneficial owner of 10% or more of any class of voting equitysccunues of the listed company or of an enuty that controls, is controlled by or is under common control withthe Company will not be deemed to be an “affiliated person." 8
In the event that you subsequently leam of any information that would affect the accuracy or completeness of the information that you have previously reported in this Questionnaire, pleasecontact Robert S. Molloy at (781) 828-9300x2029 or Kathy Lehmann at (781) 828-9300 x2543 orat klchmann@dxlg.com immediately. Please complete, sign and return the Questionnaire to Kathy Lehmann by PDF or fax at (781)821-5174. Your signature at the end of this Questionnaire constitutes your consent to the disclosure of theinformation contained in your answers in the Company’s Proxy Statement and Annual Report asand to the extent required by the Securities and Exchange Commission and applicable Nasdaqrules and federal and stale securities laws. You should be aware that a director of a registrantwho files proxy materials or reports that arc false or misleading in any material respect may,among other things, be personally liable to shareholders who have been damaged by the false ormisleading statements. Therefore you should answer completely and accurately each part of thisQuestionnaire. 1 have attached& / * ♦ ♦ ♦ ♦ additional pages to this Questionnaire. I consent to being named in the Company’s Proxy Statement and Annual Report and other solicitation materials, if so nominated as a director of the Company. I confirm my understandingthat the provisions of the Company’s governing documents must be complied with and satisfiedin order for me to qualify, and be properly nominated as, a director of the Company, includingthe provisions of Section 4.15 of the Fourth Amended and Restated By-Laws of Destination XLGroup, Inc. The answers to the foregoing questions are complete and accurate in all respects tothe best of my knowledge and belief. I will notify the Company promptly if any of my responseschange. In the absence of notice from me concerning any changes in the foregoing answers following the date of this Questionnaire, the Company is to understand that the informationappearing in this Questionnaire remains, to the best of my knowledge, accurate and complete. Dated: s/jJ £01% 2018 'Q^ ~T-> iJ*as Name: Please print or type 9
Destination XL Group, Inc. Business Relationships Questionnaire Have you. or your spouse or dependents, had any actual or proposed direct or indirectbusiness relationships with KPMG, or have you provided services to KPMG during theperiod from January 29, 2017 through the dale of this questionnaire? Please circle your response: Yes or I f yes, please describe the relationship and any fees or revenues received or receivable? The answer to the foregoing question is correctly stated to the best of my knowledge and Date <R-O I %
Definitions for Purposes of This Questionnaire Dependent Direct business relationship Indirect business relationship means any person who received more than half oftheir support for the most recent calendar year fromthe relevant individual. when an individual or entity enters into a businessrelationship as one of the principal parties to thatrelationship. when a third party controlled by the individual orentity enters into a business relationship as one of theprincipal parties to that relationship. This includesinstances when, for example, a trust or persona!holding company controlled by an individual entersinto a business relationship.
Name; Richard Van Doren, Jr. CONFIDENTIAL DESTINATION XL GROUP, INC. Questionnaire for Potential Director Nominees Please review this Questionnaire and answer accurately (in ink other than black). Please be sure that every question in this Questionnaire is answered; if the answer to any question is “None” or “Not Applicable,” please so state. If the space supplied is insufficient to answer any question, please attach extra sheets of paper. The Appendix at the back of this Questionnaire explains the meaning of certain terms used in theQuestionnaire. Please sign, date and return the completed Questionnaire to the Legal Department, 555 Turnpike Street.Canton, Massachusetts 02021 as soon as possible. If you have questions as to any terminology used in this Questionnaire or as to the significance of any particular fact or situation, please contact Robert S. Molloy at (781) 828-9300 x2029 or Kathy Lehmann at (781)828-9300 x2543 or at klehmann@dxlg.com. Thank you for your asssistance.
PARTI PERSONAL AND PROFESSIONAL HISTORY (Reg. S-K, Item 401) Basic Information Name: Richard D. Van Doren. Jr.Date of Birth; November 16,1976 Home Address; 1435 Marlborough Road Hillsborough, CA 94010 Home Telephone: (650) 627-8367 Work Address: 628 Middlefleld Road Palo Alto, CA 94301 Work Telephone: (650) 285-4274 Email: richard.vandoren@gmail.com Directorships a. Are you (or have you been at any time during the last five years) a director of any company which has a class of securities registered pursuant to Section12 of the Securities Exchange Act of 1934, is subject to the periodic reporting requirements ofSection 15(d) of such Act, or is registered as an investment company under theInvestment Company Act of 1940? Yes X No b. If so, please list each such company.
3. Business Experience Since February I. 2013 Please describe your business experience, principal occupations and employment from Februaryl, 2013 to the present. You need not repeat any information given in answer to Question 2. Givedates to the nearest month. Give the name and a brief description of the principal business of anycompany or other organization for which you worked and state whether the company is a parent,subsidiary or other affiliate of the Company, if applicable. Give enough information about thenature of your responsibilities in your prior positions (e.g., size of operation supervised) to enablethe reader to assess the level of your professional competence. Parent. Subsidiary Period Company or Other or Other Affiliate Principal Position and (please indicate Organization of the Company Business Responsibilities month/vear of start date and end date! Marcato Capital No Affiliations Registered Chief Financial 05/2010-04/2014 Management Investment Officer Adviser Pacific Grove No Affiliations Registered Chief Operating 04/2014 - 08/2016 Capital Investment Officer & Chief Management Adviser Financial Officer AltLink No Affiliations FinTech Co-Founder & CEO 05/2016-09/2017 Corporation Company Samsara No Affiliations Registered Chief Financial 11/2016 - current BioCapital, LLC Investment Officer Adviser 4. Family Relationships to Other Company Officers or Directors a. Are you related by blood, marriage or adoption to any other person who is a director or officer of the Company or who has been nominated or chosen to become one? (For purposes of this question only, include any such family relationship not more remote than first cousin.) Yes X No b. If so, please provide the following information; Name of Relative Relationship
5. Arrangements. Understandings, or Contracts a. Were you selected or are you to be selected to become a director or officer of the Company as the result of any arrangement, understanding or contract between yourselfand any other person? Yes X No b. If so, please give the name(s) of such person(s) and describe the arrangement or understanding. c. Are there any agreements or arrangements between you and any person or entity other than the Company relating to compensation or other payment in connection with yourservice as a director of the Company? Yes X No d. If so, please give the name(s) of such person(s)/entity and describe the material terms of the arrangement or understanding. 6. Involvement in Certain Types of Legal Proceedings a. Since February 1, 2008, have you (1) filed a bankruptcy or insolvency petition, (2) been the subject of such a petition filed by someone else, (3) had any business or property putin receivership, (4) been a partner or former partner of a partnership subject to such apetition or receivership, or (5) been an officer or former officer of a corporation or otherorganization subject to such a petition or receivership? Yes X No b. Since February 1, 2008, have you been convicted in any criminal proceeding (excluding traffic violations)? Yes X No c. Are you a named subject of a pending criminal proceeding (excluding traffic violations)? Yes X No -4 -
d. Since February 1,2008, have you ever been enjoined, suspended or otherwise limited by any court or other authority from participating in any of the following activities; (I) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant orother person regulated by the Commodity Futures Trading Commission(“C.F.T.C.”) or a similar foreign governmental entity, or an associated person ofthe foregoing? Yes X No (2) acting as an investment advisor, underwriter, broker or dealer in securities, or an associated person of any of the foregoing? Yes X No (3) acting as director or employee or otherwise being affiliated with any investment company, bank, savings and loan association, or insurance company? Yes X No (4) engaging in any other activity connected with securities or commodities? Yes X No (5) engaging in any other type of business practice? Yes X No (6) engaging or continuing in any other conduct or practice in connection with any of the above activities? Yes X No (7) associating with any person engaged in any of the above activities? Yes X No e. Since February 1, 2008, have you been found by a court or by the Securities and Exchange Commission (the “SEC”) or C.F.T.C. or a similar foreign governmental entityto have violated any foreign, federal or state securities law or commodities law (whetheror not the finding or judgment was subsequently reversed, suspended or vacated)? Yes X No - 5-
f. Since February 1, 2008, have you been the subject of, or a party to, any foreign, federal or state judicial or administrative order, judgment, decree or finding relating to an allegedviolation of; (1) any foreign, federal or stale securities or commodities law or regulation? Yes X No (2) any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order ofdisgorgement or restitution, civil money penalty or temporary or permanentcease-and-desist order, or removal or prohibition order? Yes _X No (3) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity? Yes X No g. Since February 1,2008, have you been the subject of, or party to, any sanction or order of any self-regulatory organization, any registered entity, or any equivalent exchange,association, entity or organization that has disciplinary authority over its members orpersons associated with a member? Yes X No h. Since February 1,2008, have you been subject to any judicial or administrative proceeding before any court, commission (including the SEC or C.F.T.C.), board or othergovernment agency concerning any matter similar in nature to the matters described inparts d., e., f. and g. of this question which did not result in a judgment or finding or isnow pending? Yes X No i. To your knowledge, since February 1,2008, have you been subject to any investigation by any government agency or body concerning any matter similar in nature to the mattersdescribed in parts d., e., f. and g. of this question which did not result in the institution ofjudicial or administrative proceedings or is now pending? Yes X No j. Since February 1, 2008, have you been named in, or found liable or guilty in, any civil or criminal proceeding or investigation by any foreign, federal or state governmental agencyalleging fraud or breaches of any duties to shar eholders or other constituents of a company? Yes X No - 6-
k. Since February 1, 2008, have you been subject to any order, judgment or decree that restrains or enjoins you from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security, (ii) involving themaking of any false filing with the SEC or similar foreign governmental entity or (iii)arising out of the conduct of the business of an underwriter, broker, dealer or municipalsecurities dealer, investment advisor or paid solicitor of purchasers of securities? Yes X No l. Since February 1, 2008, have you been subject to a United States Postal Service false representation order? Yes X No m. Are you subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device forobtaining money or property through the mail by means of false representations? Yes X No n. Have you been involved in, or has any inquiry, investigation, lawsuit or disciplinary action been initialed against you by any regulatory' or professional organization, including, but not limited to, the SEC, any state securities commission, FINRA (formerlyNASD) or any foreign regulatory- authority? Yes X No o. Do you know of any inquiry, investigation, lawsuit or disciplinary action initiated against the Company, any of its officers, directors, principals, associates, affiliates, predecessorsor five percent stockholders by any regulatory organization including, but not limited to,the SEC, any state securities commission, FINRA (formerly NASD) or any foreignregulatory authority? Yes X No p. If your answer to any of the above questions is “Yes,” please describe in detail what happened. Please name all persons involved, give the court and/or agency docket numberof the proceeding, and provide any other information that might explain or aid inunderstanding your involvement in the proceeding. 7. Do you consent to being named in the Proxy Statement and agree to serve as a director if elected? X Yes No -7-
PART II COMPENSATION(Reg. S-K, Item 402) 8. The Company will review its records to gather information on all compensation paid to you by the Company and its subsidiaries. The following questions are intended to help ensure that allcompensation is identified and to otherwise assist in the Company’s review. a. During the last fiscal year, did you receive any compensation as a director or officer of the Company from any person other than the Company or its subsidiaries? Yes X No If yes, please describe. b. Please describe any consulting fees earned from, or paid or payable by the Company and/or its subsidiaries to you, including through joint ventures. If none, please soindicate. None c. Do you have an employment agreement with the Company or any of its subsidiaries? If so, please describe. Yes X No d. Do you have any agreement or arrangement with the Company or its subsidiaries, or does the Company or its subsidiaries have any plan, under which you will receive any paymentat, following or in connection with your resignation, retirement or other termination ofyour employment or from a change in control of the Company or a change in yourresponsibilities following a change in control? If so, please describe. Yes X No -8-
e. Please describe any other compensation (regardless of amount) earned or paid to you during the last fiscal year that is not already reported in this Question 8 (including compensation related to transactions between the Company or any of its subsidiaries andany third party from which you or any Immediate Family member receivescompensation). If none, please so indicate. None PARI III TRANSACTIONS WITH THE COMPANY OR ANY SUBSIDIARY (Reg. S-K, Item 404(a)) The questions in this section are designed to assist the Company in identifying the existence of any "related party transactions", including a transaction that would be required to be disclosed in the Company’s proxy statement. The SEC requires the Company to include information that relates to transactions involving your Immediate Family members. Please refer to the definition of “Immediate Family” in Appendix A below in connection with your responses to these questions. Please also completethe attached Annex A, which is a list of your Immediate Family members. This is intended to help yourespond to the questions below. 9. Since the beginning of fiscal 2017 (i.e., January 29, 2017), have you, any Associate of yours or any member of your Immediate Family had, or do you propose to have, any interest, directly orindirectly, in any transaction (or series of similar transactions) in which the Company, any of itssubsidiaries or any of their pension, retirement or similar plans was or is to be a participant andthe amount involved in such transaction exceeds $120,000? Please note you are deemed to havean indirect interest in a transaction between the Company and any entity of which youBeneficially Own ten percent or more of its equity interests. If you answer ‘‘y es” to this questionor the following question, please note that additional follow-up may be necessary. Yes X No If yes, for each such transaction, please provide the following information: • the name of such person; • a description of the relationship to you and the Company; • the nature of such person’s interest in the transaction(s) (including such person’s position(s) or relationships(s) with, or ownership in. a firm, corporation, or other entity that is party to, orhas an interest in, such transaction); • when such transaction(s) occurred or will occur; • the amount of such transaclion(s); and • the amount of such person’s interest in the transaclion(s) (without regard to profit or loss). 10. If you, any Associate of yours or any member of your Immediate Family is or was at any lime since the beginning of fiscal 2017, or proposes to be, engaged, directly or indirectly, in any financial transaction (or series of similar transactions), arrangement or relationship (including any -9-
indebtedness or guarantee of indebtedness) in any amount involving the Company, any of itssubsidiaries or any of their pension, retirement or similar plans as a participant, please indicatebelow the name of such person and indicate such person’s relationship to you and the Company,the nature of the debt, the largest aggregate amount outstanding during the Company’s last fiscalyear, the amount outstanding at February 3, 2018, the amount of principal paid during theCompany’s last fiscal year, the amount of interest paid during the Company’s last fiscal year, andthe rate of interest paid or charged thereon. Not applicable 1 disclose the following: II. Do you or any of your Associates have any interest, direct or indirect, by security holdings or otherwise, in any matters to be acted upon at the 2018 Annual Meeting (other than elections tooffice or interests under option or retirement plans)? If yes, please describe such interest. Yes X No PART IV LEGAL PROCEEDINGS (Reg. S-K, Item 103, Instruction 4) 12. Interests Adverse to the Company a. Are you or any of the following persons a party adverse to the Company or any of its affiliates, or do you or any such person hold an interest adverse to the Company or any of its affiliates, in any legal proceeding? i. You? Yes X No ii. Your spouse, or any relative of you or your spouse who lives in your home or who is a director or officer of the Company? Yes X No iii. Any corporation or organization of which you are a director, officer or partner? Yes X No - 10-
iv. Any corporation or organization of which you are, directly or indirectly, the Beneficial Owner of five percent or more of any class of equity securities? Yes X No v. Any trust or estate in which you have a beneficial interest or of w'hich you are a trustee or ifduciary? Yes X No vi. To your knowledge, any person or any partnership, syndicate or other group who or which is the Beneficial Owner of more than five percent of the outstanding shares of anyclass of the Company’s voting securities? Yes X No vii. Any member of the Immediate Family of any of the foregoing persons? Yes X No If your answer to any of the above questions is “Yes,” please provide the following informationfor each such legal proceeding: (1) name of court or agency, (2) date proceeding was instituted, (3) principal parties to proceeding, (4) a description of the factual basis alleged to underlie theproceeding, (5) the relief sought, and (6) your relationship, if any, to each of the parties to theproceeding. b, Do you know of any legal, regulatory or administrative proceeding brought or contemplated by any governmental authority (including but not limited to antitrust price-fixing, tax, environmental, copyright or patent litigation) to which you, the Company or any subsidiary of the Company is or may be a party or of w'hich the property of the Company or any subsidiary of the Company is subject? Yes X No If your answer is yes, please provide a description below: PARTY SECURITY OWNERSHIP (Reg. S-K, Item 4«3) 13. Interests in the Company's Securities (see Appendix AI a. Do you Beneficially Own, or have the right to acquire (for example, through the exercise of an option or pursuant to the power to revoke a trust) Beneficial Ownership withrespect to, any equity securities of the Company or any of its affiliates:
(1) Directly? Yes X No (2) Indirectly through your spouse, any minor child of yours, or any relative of you or your spouse who lives in your home? Yes X No (3) Indirectly through any corporation of which you or any member of your Immediate Family is a director, officer or partner? Yes X No (4) Indirectly through any corporation of which you or any member of your Immediate Family is, directly or indirectly, the Beneficial Owner of five percentof any class of equity securities? Yes _JC No (5) Indirectly through any trust or estate in which you or any member of your Immediate Family has a beneficial interest or of which you or any member ofyour Immediate Family is a trustee or fiduciary? Yes X No (6) Jointly? Yes X No - 12-
b. If your answer to any portion of Question 13a is “Yes," please provide the following information. C Of amount shown incolumn B. number ofshares with respect to which you have the D A B right to acquire Nature of E Class of Amount Owned Beneficial Ownership Beneficial Direct or indirect securities Beneficially1 within 60 davs2 Ownership' ownership1 ! Includes shares deemed to be Beneficially Owned as specified in Appendix A. 1 See Appendix A. State nature of right to acquire Beneficial Ownership (for example, “subject tooption”). 3 For all shares listed, state whether you have (a) sole voting power, (b) shared voting power, (c) soleinvestment power or (d) shared investment power. If you share voting or investment power, pleaseidentify the person with whom such power is shared and describe the arrangement or agreement underwhich it is shared. 4 If shares are owned directly, so state. If shares are owned indirectly, state the nature of such indirectownership (for example, “by wife”). - 13 -
With respect to any securities listed in your answer to Question 13b, do you wish todisclaim Beneficial Ownership thereof? Yes No If so, please indicate the class and amount of securities as to which you are disclaimingBeneficial Ownership. Class of Securities Amount Do you know of any person, company or group who or which is the Beneficial Owner orpledgee of more than five percent of the outstanding shares of any class of theCompany’s voting securities or who or which has the right to acquire BeneficialOwnership of more than five percent of any class of such securities? Yes X No If so, please slate the name of such person, company or group. To your knowledge, do any holders of more than five percent of any class of the Company's voting securities hold such securities pursuant to any voting trust or similaragreement? Yes X No If so, please state the name(s) and address(es) of the voting trustee(s). Are any of the shares Beneficially Owned by you, as described in 13a and13b above,held in a margin account or otherwise pledged as security or collateral? If so, brieflydescribe the details below and indicate the number of shares pledged as security.
Changes in Control a. Are you aware of any arrangements, including any pledge of securities of the Company or any of its affiliates or subsidiaries that have resulted in, or may at a later date result in,a change in control of the Company? Yes X No b. If so, please describe. PART VI PAYMENTS TO FOREIGN OFFICIALS AND IRAN RELATED ACTIVITIES Payments to Foreign Officials or Institutions a. Have you made any payment or offer to pay any money or anything of value to any foreign official, foreign political party, foreign party official, or candidate for foreignpolitical office for the purpose of: (1) influencing any act or decision of such foreign person or institution, or (2) inducing such foreign person or institution to influence any act or decision of a foreign government, in order to assist the Company or any other person or entity to obtain or retain business for or with any person or to direct business to any person? Yes X No b. Have you made any offer of any money or anything of value to any person, foreign or domestic, while knowing or having reason to know that all or part of the money or valueoffered would be used for the purposes described in Question 15a? Yes X No Iran Related Activities: For purposes of this Question 16, “affiliate” includes any U S. or foreign entity that you directlyor indirectly control (i.e. have the power to direct or cause the direction of the management andpolicies of that entity through ownership of voting securities by contract, or otherwise).
We also request that you inform us immediately if you or any of your affiliates engages, or plansto engage, in any of the activities described below at any time during the current fiscal year orthereafter. a. During the past two years, have you or any of your affiliates engaged in any transactions with, relating to, or benefiting Iran, its government (including its agencies, political subdivisions, and any entity controlled by it or acting on its behalf), or any persons orentities in Iran, whether such transactions are direct or indirect? Yes X No PART VII COMPENSATION COMMITTEE INTERLOCKS (Reg. S-K, Item 407(c)(4)) Compensation Committee Matters Did you at any time during fiscal 2017 serve as an executive officer of another company whichhad as a member of its compensation committee (or other Board committee performingequivalent functions or, in the absence of any such committee, the Board of Directors) anexecutive officer of the Company? Yes X No If yes, please identify the other company, your position with such other company, the Companyexecutive officer in question and his position with such other company: Officer Membership on Other Boards and Committees a. Did you at any time during fiscal 2017 serve as a member of the compensation committee (or other Board committee performing equivalent functions or, in the absence of any suchcommittee, the entire Board of Directors) of another company, one of whose executiveofficers served on the compensation committee of the Company? Yes X No If yes, please identify the other company, your position with such other company, and themember of the Company’s compensation committee in question; b. Did you at any time during fiscal 2017 serve as a member of the Board of Directors of another company, one of whose executive officers served on the compensation committeeof the Company?
Yes X No If yes. please identity the other company and the member of the Company’scompensation committee in question: c. Did you at any time during fiscal 2017 serve as a member of the compensation committee (or other Board committee performing equivalent functions or, in the absence of any suchcommittee, the entire Board of Directors) of another company, one of whose executiveofficers served as a director of the Company (but not necessarily a member of thecompensation committee of the Company)? Yes X No If yes, please identify the other company, your position with such other company, and themember of the Company’s Board of Directors in question: PART VIII AUDIT COMMITTEE FINANCIAL EXPERTISE 19. Financial Expertise a. Do you have education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or in a position that involvesthe performance of similar function? X Yes No If so, please describe (i) the position(s) that you held, (ii) a statement of your specificduties, (iii) the name of the company or companies in which you held such position(s)and (iv) the period(s) during which you held such position(s): Samsara BioCapital, LLC: Chief Financial Officer: 11/2016 - Present. Duties: Responsible for alt firm operations, accounting management, financialmanagement. US audit, tax compliance (SEC & FINRA) and investor relations. Pacific Grove Capital: Chief Operating Officer and Chief Financial Officer: 04/2014 -08/2016. Duties: Responsible for all firm operations, accounting management, financial management, US and international audits, tax, compliance (SEC & FINRA) and investorrelations. Canned Capital, LLC; Chief Financial Officer: 08/2002 - 05/2010. Duties: Responsible for firm wide and multi-state operations, accounting management,financial management. US and international audits and lax returns, compliance/riskmanagement and investor relations. - 17-
EXP Systems, Inc; Accounting & Finance Manager; 02/2000 - 08/2002. Duties: Responsible for the company's financial and accounting functions; implementedall phases of financial planning and analysis including business modeling, operatingbudgets, cash flow forecasting, treasury management, financial controls, accountingpolicies and procedures and managed all aspects of our annual audit. b. If your answer to Question 19 is “No,” have you held a position in which you gained experience in one or more positions that involve the performance of functions similar tothose that arc performed by principal financial officers, principal accounting officers,controllers, public accountants or auditors? Yes No If so, please describe (i) the position(s) that you held, (ii) a statement of your specific duties, (iii) the name of the company or companies in which you held such posilion(s) and (iv) the period(s) during which you held such position(s): 20. Supervisory Role a. Do you have experience actively supervising a principal financial official officer, principal accounting officer, controller, public accountant, auditor or person performingsimilar functions? X Yes No If so, please describe (i) the position(s) that you held, (ii) a statement of your specificduties, (iii) the name of the company or companies in which you held such position(s)and (iv) the period(s) during which you held such position(s); Samsara BioCapital, LLC; Chief Financial Officer; 11/2016 - Present. Duties: Responsible for all firm operations, accounting management, financialmanagement, US audit, tax compliance (SEC & FINRA) and investor relations. Pacific Grove Capital; Chief Operating Officer and Chief Financial Officer; 04/2014 -08/2016. Duties: Responsible for all firm operations, accounting management, financial management. US and international audits, lax. compliance (SEC <& FINRA) and investorrelations. Canned Capital. LLC; Chief Financial Officer: 08/2002 - 05/2010. Duties: Responsible for firm wide and multi-state operations, accounting management,financial management. US and international audits and lax returns, compliance/'riskmanagement and investor relations. EXP Systems, Inc: Accounting & Finance Manager; 02/2000 - 08/2002. Duties: Responsible for the company's financial and accounting functions: implementedall phases of financial planning and analysis including business modeling, operating - 18-
budgets, cash flow forecasting, treasury management, financial controls, accountingpolicies and procedures and managed all aspects of our annual audit. b. Do you have experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financialstatements? X Yes No If so, please describe (i) the position(s) that you held, (ii) a statement of your specificduties, (iii) the name of the company or companies in which you held such position(s)and (iv) the period(s) during which you held such posilion(s): Samsara BioCapital, LLC; Chief Financial Officer: 11/2016 - Present. Duties: Responsible for all firm operations, accounting management, financialmanagement, US audit, tax compliance (SEC A FINRA) and investor relations. Pacific Grove Capital; Chief Operating Officer and Chief Financial Officer; 04/2014 -08/2016. Duties: Responsible for all firm operations, accounting management, financial management, US and international audits, tax, compliance (SEC A FINRA) and investorrelations. Connell Capital, LLC: Chief Financial Officer: 08/2002 - 05/2010. Duties: Responsible for firm wide and multi-stale operations, accounting management,financial management, US and international audits and tax returns, compliance/riskmanagement and investor relations. EXP Systems, Inc: Accounting & Finance Manager, 02/2000 - 08/2002. Duties: Responsible for the company s financial and accounting functions; implementedall phases of financial planning and analysis including business modeling, operatingbudgets, cash flow forecasting, treasury management, financial controls, accountingpolicies and procedures and managed all aspects of our annual audit. 21. Experience a. Do you have any other relevant experience through which you gained: (1) an understanding of generally accepted accounting principals (“GAAP”) and financial statements? X Yes No (2) the ability to assess the general application of GAAP in connection with the accounting for estimates, accruals and reserves? X Yes No - 19-
(3) experience preparing, auditing, analyzing or evaluating financial statements that present the breadth and level of accounting issuer that are generally comparableto the breadth and complexity' of issues that can reasonably be expected to beraised by the Company’s financial statements or experience actively' supervisingone or more persons engaged in such activities? X Yes No (4) an understanding of internal controls and procedures for financial reporting? X Yes No (5) an understanding of audit committee functions? X Yes No If your answ er is “Yes” with respect to any of items (i) through (v) above, please providea general statement of support with respect to each answer: Samsara BioCapital, LLC; Chief Financial Officer; 11/2016 - Present. Duties: Responsible for all firm operations, accounting management, financialmanagement. US audit, tax compliance (SEC & FINRA) and investor relations. Pacific Grove Capital; Chief Operating Officer and Chief Financial Officer; 04/2014 -08/2016. Duties: Responsible for all firm operations, accounting management, financial management, US and international audits, lax, compliance (SEC & FINRA) and investorrelations. Canned Capital. LLC; Chief Financial Officer; 08/2002 - 05/2010. Duties: Responsible for firm wide and multi-state operations, accounting management,financial management, US and international audits and tax returns, compliunce/riskmanagement and investor relations. EXP Systems, Inc: Accounting & Finance Manager; 02/2000 - 08/2002. Duties: Responsible for the company's financial and accounting functions; implementedall phases of financial planning and analysis including business modeling, operatingbudgets, cash flow forecasting, treasury management, financial controls, accountingpolicies and procedures and managed all aspects of our annual audit. 22. Finance or Accounting Degree Do you have an advanced degree in finance or accounting? X Yes No - 20-
If so, please described the advanced degree, the name of the institution where you earned suchdegree and the year in which you received such degree: / have earned a Graduate Certificate in Tax from Golden Gate University, San Francisco. 23. Certified Public Accountant Are you a certified public accountant, or the equivalent, in good standing? Yes X No If so, please state the period during which you actively practiced as a certified public accountant(or the equivalent): 24. Accounting or Financial Expertise Are you certified or otherwise identified as having accounting or financial expertise by a recognized private body that establishes and administers standards in respect of such expertise,and in good standing? Yes X No If so, please (i) describe the nature of such certification, (ii) identify' the administering body and (ii) state the period during which you have been so certified; 25. Laws and Regulations Please provide a general statement describing your level of familiarity and experience with (i) allapplicable laws and regulations regarding the preparation of financial statements of publiccompanies and (ii) reviewing, preparing, auditing or analyzing financial statements of publiccompanies: I have been preparing US and international audits for over 15 years. These audits range fromlimited partnerships to corporations with multi-stale and worldwide business activities. As partof my duties as a risk manager and valuation agent, I consistently review public filings on a widerange ofpublicly traded and privately held companies. Furthermore, I have a deep knowledgeand understanding of SEC & FINRA compliance rules and regulations, tax compliance, GAAP.Sarbanes-Oxley Act of2002 and the JOBS Act, to name a few. 26. Other Relevant Qualifications or Experience To the extent not covered by Questions 19-25 above regarding your experience in evaluating thefinancial statements of public companies, please provide a description of any of your otherrelevant qualifications or experience that would assist the Company in evaluating your ability tounderstand and evaluate the Company’s financial statements and its other financial information -21 -
and to make knowledgeable and through inquiries whether (i) the Company’s financial statements‘‘fairly present” its financial condition, results of operations and cash flows in accordance withGAAP; and (ii) the Company's financial statements and other financial information, takentogether, “fairly present” the Company’s financial condition, results of operations and cash flow; For over 15 years, I ha\>e analyzed hundreds of publicly traded and privately held companies,evaluating operating cash flows models (current and forecasted), business valuations (internal,external dr independent 3rdparties), market dynamics, board leadership, strategic leadership,team culture and general financial stability of a business./ have managed teams and haveworked on deals which have resulted in profitable strategic business alliances and alternatives.Furthermore. I have built and managed several portfolio companies. 1 consent to being named in the Company's Proxy Statement and Annual Report and other solicitation materials, if so nominated as a director of the Company. I confirm my understanding that theprovisions of the Company’s governing documents must be complied with and satisfied in order for me toqualify, and be properly nominated as, a director of the Company, including the provisions of Section 4.15 of the Fourth Amended and Restated By-Laws of Destination XL Group, Inc. The answers to theforegoing questions are complete and accurate in all respects to the best of my knowdedge and belief.1will notify the Company promptly if any of my responses change. In the absence of notice from meconcerning any changes in the foregoing answers following the date of this Questionnaire, the Companyis to understand that the information appearing in this Questionnaire remains, to the best of myknowledge, accurate and complete. Richard D. Van Doren. Jr. (Print full name) Dated: May 1,2018
Appendix A Definition of‘‘Beneficial Ownership” The SEC has adopted a definition of “beneficial ownership,” as used in this Questionnaire, that is different from the one with which you may be familiar in the context of insider trading. Securities owned“beneficially” would include not only securities held by you for your own benefit, whether in bearer formor registered in your own name or otherwise, but also securities held by others for your benefit (regardlessof whether or how they are registered) such as, for example, securities held for you by custodians,brokers, relatives, executors, administrators, or trustees, and securities held for your account by pledgees,securities owned by a partnership in which you are a member, and securities owned by any corporationwhich is or should be regarded as a personal holding corporation of yours. The SEC’s definition of “beneficial ownership” provides generally that: (a) A person “beneficially owns” a security if he or she, directly or indirectly, has or shares votingpower (i.e., the power to vote, or to direct the voting of such security) and/or investment power (i.e., thepower to dispose or to direct the disposition of such security) whether through any contract, arrangement,understanding, relationship or otherwise. (b) A person is also deemed to be the beneficial owner of a security if he or she has the right to acquire such security within 60 days including any right to acquire such a security during that time period (a) through the exercise of any option, warrant or right; (b) through the conversion of a security; (c) pursuant to the power to revoke a trust, discretionary account or similar arrangement; or (d) pursuant tothe automatic termination of a trust, discretionary account or similar arrangement. In the view of the SEC, any person or entity that controls, or has the power to control, a beneficial owneris itself a beneficial owner with respect to the securities owned by the controlled person or entity. Thus,for example, a parent company would be the beneficial owner of securities owned by a subsidiary overwhich it has control. The term “control” means the possession, direct or indirect, of the power to direct orcause the direction of the management and policies of the Company, whether through the ownership ofvoting securities, by contract or otherwise. Please note that under the definitions set forth above, there may be more than one beneficial owner of thesame security, such as when a person places securities in a revocable discretionary account with a trusteeor investment adviser who can vote or dispose of the securities; in that case, the individual would haveinvestment power since he or she could revoke the arrangement and the trustee or investment adviserwould have voting power and investment power. Thus, both the individual and the investment adviserwould have beneficial ownership of the same securities. Definition of “Executive Officer” When used in reference to any company or business entity, “executive officer” means the chief executiveofficer, president, any vice president in charge of a principal business unit, division or function (such assales, administration or finance), any other officer who performs a policy making function or any otherperson who performs similar policy making functions for the company.(Executive officers ofsubsidiaries may be deemed executive officers of the company if they perform such policy makingfunctions for the company.) -23-
Definition ol “Immediate Family” A person’s “immediate family” includes such person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law (whether by blood or adoption), or anyone residing in such person's home (other than a tenant oremployee). Definition of “Associate” The term "associate,” as used in this Questionnaire, means: 1. any corporation or organization (other than the Company or a majority-owned subsidiary of the Company) of which you are an officer or partner or are, directly or indirectly, the beneficialow ner of 10% or more of any class of equity securities; 2. any trust or other estate in which you have a substantial beneficial interest or as to which you serve as trustee or in a similar fiduciary capacity; and 3. your spouse, or any relative of you or your spouse, who lives with you, or who is a director or officer of the Company or any of its parents or subsidiaries. -24 -
Annex A Immediate Family Members Board Relationship Name Employer Title Memberships Spouse Shelby Van None None None Doren Children Trenton Van None None None Doren Parker Van None None None Doren Mollie Van None None None Doren Step-children N/A N/A N/A N/A Sons-in-law N/A N/A N/A N/A Daughters-in-law N/A N/A N/A N/A Parents N/A N/A N/A N/A Step-parents N/A N/A N/A N/A Parents-in-law N/A N/A N/A N/A Siblings N/A N/A N/A N/A Brothers-in-law N/A N/A N/A N/A Sisters-in-law N/A N/A N/A N/A Other persons None None None None sharing your household (otherthan tenants andemployees) -25-
Name; Richard D. Van Doren, Jr. DESTINATION XL GROUP, INC. Questionnaire for Directors Regarding Independence Response Mechanics: Please review this Questionnaire and answer accurately (in ink other than black). Please be sure that every question in this Questionnaire is answered; if the answer to anyquestion is “None” or “Not Applicable,” please so state. If the space provided for answers isinadequate, please use attachments to provide the additional detail. Unless otherwise stated,answers should be given as of the date on which you complete this Questionnaire. A limitednumber of questions may appear to overlap. Accordingly, you should feel free to cross-reference your answers in order to avoid repeating information. Purpose of Responses: The questions below are designed to elicit a variety of information thatcould be useful to the Board in determining the “independence” of its Directors. In making thisdetermination, the Board will be guided by a few specific requirements, but otherwise will needto rely on broad general principles and its own collective judgment. Unless one of severalobjective factors causes a Director not to be “independent” under Nasdaq requirements, thequestion for the Board will be whether one or more current, and in some cases certain former,relationships that involve the Company or members of its management, taken as a whole, causethe Director not to be “independent.” In this regard, the New York Stock Exchange (solely forinformational purposes given that the Company is an Nasdaq-listed company) has stated that; "it is not possible to anticipate, or explicitly to provide for. all circumstances thatmight signal potential conflicts of interest, or that might hear on the materiality ofa director s relationship to a listed company. . . Accordingly, it is best thatboards making 'independence ’ determinations broadly consider all relevant factsand circumstances. In particular, when assessing the materiality of a director'srelationship with the company, the hoard should consider the issue not merelyfrom the standpoint of the director, but also from that ofpersons or organizationswith which the director has an affiliation. Material relationships can includecommercial, industrial, banking, consulting, legal, accounting, charitable andfamilial relationships, among others. ” Materiality and Significance - Some Information on Standards: Because neither Nasdaq nor applicable law and regulations have specifically stated w'hat “material” means in this context, theBoard will need to apply a broad, common law standard of materiality: whether a reasonableinvestor would attach importance to the existence of the relationship in determining that theDirector in question was not independent. For purposes of completing this Questionnaire, it isimportant to note not only that a single significant relationship may be material, but also thatmultiple relationships which individually are not significant may, collectively, be material whenviewed as a whole. Wherever possible this Questionnaire attempts to define in context what is“material,” but in many instances it is simply not possible to give a bright-line standard for youto apply. In those instances, please keep in mind (hat the Board, in making its determinationneeds more, rather than less information so that it can put itself in the shoes of the “reasonableinvestor.” When the facts might lend themselves to multiple interpretations from the “reasonableinvestor” standard, it is appropriate for the Board as a whole, rather than each individual 1
Director, to reach a judgment as to materiality. In some instances, this Questionnaire uses theterm ‘‘significant,” which is intended to cast a broader net than the term “material” while stillallowing you to use your discretion in responding. In all events, if you have any doubts as todisclosure, please err on the side of disclosing what may arguably be “insignificant” or“immaterial” relationships, so as to enable the Board to make the most accurate and informed ofdeterminations. Use of Responses, Company Information Assistance: The information solicited by this Questionnaire will be used by the Board to comply with legal and Nasdaq requirements that havebecome the focus of much public attention and are closely monitored by institutional investors.Each Director has a vested interest in the process being as complete and thorough as possible. Atthe same time, the Board is well aware that it would be unduly burdensome to require eachDirector to disclose every single relationship, no matter how routine or insignificant orincidental, which may have any bearing on any of the questions in this Questionnaire. Therefore,in addition to asking you to make your own judgment as to whether any specific relationship isof the kind as to which a reasonable investor would want more information, the Board isprepared to make available Company data and resources to assist you in ascertaining whetherspecific entities with whom you or your immediate family or affiliates have a relationship alsohave a relationship with the Company or its management or affiliates. Some Defined Terms: For purposes of this Questionnaire, the following terms have thefollowing meanings unless otherwise noted: • “Immediate family” member means any of the following: your spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than persons employed by you) who shares your home. • “Affiliate” means, with respect to any person, any person, directly or indirectly through one or more intermediaries, controlling, controlled by or under common control withsuch person. • “Control,” when used with respect to any person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and“controlled” have meanings correlative to the foregoing. Please note that the definitions of “affiliate” and “control” are not necessarily objective definitions and you should therefore be over inclusive in your assessment of whether a personhas been or is “affiliated” with another person, including the Company. Please note that Nasdaq Listing Rules and the Securities and Exchange Commission rules effectively require the Company to monitor the independence of directors and members of theAudit Committee, Compensation Committee and Nominating/Corporate Governance committeethroughout the year. As a result, if there is any change or proposed change in the facts on whichyour answers to this questionnaire are based, it is important that you notify Robert S. Molloy at(781) 828-9300 x2029 or Kathy Lehmann at (781) 828-9300 x2543 or via email('klehmannrtTdxlu.com) as soon as possible. Thank you for your attention in completing this important Questionnaire. 2
L BACKGROUND I. Do you serve on the board of directors of other companies? Yes No X IF YES, please provide a complete description of this service. However, in the event youserve on a number of “affiliated” or related entities, please feel free to list the “Parent” orsimilar entity with a general reference to the other entities. 2. Are you, or is any member of your “immediate family,” now employed, or have you or any member of your “immediate family” been employed within the last three years, asan executive officer of another company for which any of the Company’s currentexecutive officers serve or served at the same time on the other company’s compensationcommittee? Yes No X IF YES. please provide a complete description of this relationship. II. EMPLOYMENT 1. Since January 1,2015, have you (or any member of your “immediate family”) been employed by the Company or any of its subsidiaries or predecessors? Yes No X IF YES, please provide a complete description of this employment. 2. Since January 1,2015, have you or any member of your “immediate family” received more than $120,000 per year in direct compensation or other payments from the Company or any of its subsidiaries or predecessors, in any capacity, other than (i) directorand committee fees or (ii) pension or other forms of deferred compensation for priorservice (provided such compensation is not contingent in any way on continued service)? Yes No X IF YES, please provide a complete description of this compensation or other paymentand related services for the Company or any of its subsidiaries or predecessors. 3. Since January 1,2015, have you (or any member of your “immediate family”) had any personal services contract(s) with the Company or any of its subsidiaries or predecessors 3
or a member of senior management of the Company or any of its subsidiaries orpredecessors? Yes No X IF YES, please provide a complete description of this arrangement. You may attach a copy or an existing summary of the contract(s). 111. THIRD PARTY RELATIONSHIPS 1. Since January 1, 2015, have you (or any member of your “immediate family”) been an executive officer, employee, partner or controlling stockholders of a company that makespayments to, or receives payments from, the Company or any of its subsidiaries orpredecessors for property or services in an amount which, in any single fiscal year,exceeds die greater of $200,000 or 5% of such other company’s consolidated grossrevenues? Yes No X IF YES, please provide a complete description of this service or employmentrelationship. 2. Since January 1, 2015, have you had any ongoing business or professional relationship with the Company or any of its subsidiaries or predecessors (oilier than service as a Director of the Company), whether or not material in an economic sense, that involvescontinued dealing with management, such as the relationship between the Company andany investment banker, financial advisor, accounting or consulting firm, public orinvestor relations firm, or legal counsel? Yes No X IF YES, please provide a complete description of this relationship. 3. Since January 1,2015, have you (or any member of your “immediate family”) had any material business or professional relationship with either: (a) the Company or any of its subsidiaries or predecessors (other than service as a Director of the Company); or (b) a member of senior management of the Company or any of its subsidiaries or predecessors (whether related to such member’s duties and responsibilities as an employee of the Company or his or her personalbusiness/finances)? For purposes of this question, you should assume that any gross revenue should beconsidered “material” if it exceeds 5% of your (or any member of your “immediate 4
family’s’') (i) annual gross income, derived from all sources, during either of the last twoyears, or (ii) net worth, on a fair market value basis. At the same time, a relationship maybe material, even if it does not cross this threshold, if it is otherwise significant for you ora member of your “immediate family,’’ either individually, or when viewed in thecontext of other relationships, or when taken together with multiple relationshipsinvolving you and your “immediate family” as a whole. Yes No X IF YES. please provide a complete description of this relationship. 4. Since January 1,2015, have you (or any member of your “immediate family”) performed services or been employed by or a representative of or "affiliated” with anyfirm or organization, or received any financial benefit from any such firm ororganization, providing services (including, without limitation, professional advisory,financial consultation, tax, or legal counsel services) for the Company or any of itssubsidiaries or predecessors or a member of senior management of the Company or anyof its subsidiaries or predecessors? Yes No X IF YES, please provide a complete description of this service or employmentrelationship. 5. Since January 1,2015, have you (or has any member of your “immediate family”) been a controlling shareholder, member of the board of directors or trustees of, general partnerof, an executive officer of or otherwise “affiliated-’ with a customer, supplier or serviceprovider of the Company or any of its subsidiaries or predecessors? Yes No X IF YES, please provide a complete description of this relationship. 6. Since January 1.2015, have you (or any member of your “immediate family”) been employed by, on the board of directors or trustees of, or otherwise “affiliated” with anot-for-profit entity that receives direct and/or significant contributions from theCompany or any of its subsidiaries or predecessors, including any members of any suchCompany’s senior management, or any foundation or similar entity established by or onthe behalf of any of the foregoing? Yes No X IF YES, please provide a complete description of this relationship. 5
7. Are you (or any member of your "immediate family”) now a current partner of our independent auditors, or did you or a family member at any time within the three years prior to the date you sign this Questionnaire, work on our company’s audit as a partner oremployee of our independent auditors? Yes No X IF YES, please provide a complete description of this relationship. IV. AUDIT COMMITTEE MATTERS 1. Since January 1,2015, have you been "affiliated” with or employed by, or has any member of your "immediate family” been "affiliated” with or employed in a professional capacity by, a present or former internal or external auditor of the Companyor any of its subsidiaries or predecessors? Yes No X IF YES, please provide a complete description of this relationship or involvement. 2. Since January 1,2017, have you received or do you currently have the right to receive, directly or indirectly, any consulting, advisory, or other compensatory fees, including anyfees paid, directly or indirectly, for services as a consultant or a legal or financial advisor(including fees paid to your firm even if you are not the actual service provider),regardless of the amount, from the Company or any of its subsidiaries or predecessorsother than (i) director and committee fees or (ii) pension or other forms of deferredcompensation for prior service (provided such compensation is not contingent in any wayon continued service)? Yes No X IF YES, please provide a complete description of this compensation. 3. Since January l, 2015, have you owned, been employed by, or served as a director (or in a similar capacity) of any entity that accepted any consulting, advisory, or othercompensatory fee from the Company or any of its subsidiaries or predecessors? Yes No X IF YES, please provide a complete description of this compensation. 6
4. Since January 1,2017, have you been an "‘affiliated person" of the Company or any subsidiary thereof? For purposes of this question only, ‘'affiliated person" of theCompany or any subsidiary thereof means (A) with respect to any person, any persondirectly, or indirectly through one or more intermediaries, controlling, controlled by, orunder common control with such person; (B) any executive officer of any “affiliate”; (C) any director who also is an employee of an “affiliate"; (D) any general partner of an“affiliate”; and (E) any managing member of an “affiliate.”1 Yes No X IF YES, please provide a complete description of this relationship. V. COMPENSATION COMMITTEE MATTERS 1. Since January 1, 2017, have you received or do you currently have the right to receive, directly or indirectly, any consulting, advisory, or other compensatory fees, including anyfees paid, directly or indirectly, for services as a consultant or a legal or financial advisor(including fees paid to your firm even if you are not the actual service provider),regardless of the amount, from the Company or any of its subsidiaries or predecessorsother than (i) director and committee fees or (ii) pension or other forms of deferredcompensation for prior service (provided such compensation is not contingent in any wayon continued service)? Yes No X IF YES, please provide a complete description of this compensation. 2. Since January 1,2015, have you owned, been employed by, or served as a director (or in a similar capacity) of any entity that accepted any consulting, advisory, or othercompensatory fee from the Company or any of its subsidiaries or predecessors? Yes No X If YES, please provide a complete description of this compensation. 3. Since January 1,2017, have you been an “affiliated person" of the Company or any subsidiary thereof? For purposes of this question only, “affiliated person” of theCompany or any subsidiary thereof means (A) with respect to any person, any person Please note, the Securities and Exchange Commission has adopted a presumption that a person who is not anexecutive officer or the direct or indirect beneficial owner of 10% or more of any class of voting equitysecurities of the listed company or of an entity that controls, is controlled by or is under common control withthe Company will not be deemed to be an ‘ affiliated person ” 7
directly, or indirectly through one or more intermediaries, controlling, controlled by, orunder common control with such person; (B) any executive officer of any ‘'affiliate”; (C) any director who also is an employee of an “affiliate”; (D) any general partner of an“affiliate”; and (E) any managing member of an “affiliate.”2 Yes No X IF YES, please provide a complete description of this relationship. 4. With respect to any compensation consultant, legal counsel or other adviser (each, a “Consultant”) retained by the Compensation Committee in fiscal 2017, did you have, ordo you have, any business or personal relationship with such Consultant? Yes No X IF YES. please provide a complete description of this relationship. 5, With respect to any Consultant retained by the Compensation Committee in fiscal 2017, do you have any knowledge of, or reason to believe, that there is an actual or potentialconflict of interest between (i) yourself or the Company, its directors or its executiveofficers and (ii) such Consultant? Yes No X IF YES, please provide a complete description of this relationship. VI. MISCELLANEOUS 1. Do you or any member of your “immediate family” have any other relationship (either current or former) with the Company or members of its senior management (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) that might reasonably be considered significant to consideration ofyour actual or perceived independence as a Director of the Company? For purposes ofillustration, potentially significant relationships could include (without limitation)commercial, industrial, investment management, banking, consulting, legal, accounting,financial, professional, close personal, charitable or familial relationships, among others. Yes No X IF YES, please provide a complete description of this relationship. Please note, the Securities and Exchange Commission has adopted a presumption that a person who is not anexecutive officer or the direct or indirect beneficial owner of 10% or more of any class of voting equitysecurities of the listed company or of an entity that controls, is controlled by or is under common control withthe Company will not be deemed to be an “affiliated person.” 8
In the event that you subsequently learn of any information that would affect the accuracy or completeness of the information that you have previously reported in this Questionnaire, pleasecontact Robert S. Molloy at (781) 828-9300 x2029 or Kathy Lehmann at (781) 828-9300 x2543 orat klehmann'fi>dxlg.com immediately. Please complete, sign and return the Questionnaire to Kathy Lehmann by PDF or fax at (781)821-5174. Your signature at the end of this Questionnaire constitutes your consent to the disclosure of theinformation contained in your answers in the Company's Proxy Statement and Annual Report asand to the extent required by the Securities and Exchange Commission and applicable Nasdaqrules and federal and stale securities laws. You should be aware that a director of a registrantwho files proxy materials or reports that are false or misleading in any material respect may,among other things, be personally liable to shareholders who have been damaged by the false ormisleading statements. Therefore you should answer completely and accurately each part of thisQuestionnaire. ♦ ♦ * ♦ * I consent to being named in the Company’s Proxy Statement and Annual Report and other solicitation materials, if so nominated as a director of the Company. I confirm my understandingthat the provisions of the Company’s governing documents must be complied with and satisfiedin order for me to qualify, and be properly nominated as, a director of the Company, includingthe provisions of Section 4.15 of the Fourth Amended and Restated By-Laws of Destination XLGroup, Inc. The answers to the foregoing questions are complete and accurate in all respects tothe best of my knowledge and belief. I will notify the Company promptly if any of my responseschange. In the absence of notice from me concerning any changes in the foregoing answers following the date of this Questionnaire, the Company is to understand that the informationappearing in this Questionnaire remains, to the best of mv knowledge, accurate and complete. Dated: May 1,2018 Richard D. Van Doren, Jr. Name: Please print or type 9
Destination XL Group, Inc. Business Relationships Questionnaire Have you, or your spouse or dependents, had any actual or proposed direct or indirectbusiness relationships with KPMG. or have you provided services to KPMG during theperiod from January 29, 2017 through the date of this questionnaire? Please circle your respons or No If yes, please describe the relationship and any fees or revenues received or receivable? Yes. I currently use KPMG's audit services at Samsara BioCapital, LLC to conduct ourannual US audit. I have not, nor has my spouse or dependents, received compensationfrom KPMG. The answer to the foregoing question is correctly stated to the best of my knowledgeand belief. Signature; Print Name: Richard Van Doren Date; May 1,2018
Definitions for Purposes of This Questionnaire Dependent Direct business relationship Indirect business relationship means any person who received more than half oftheir support for the most recent calendar year fromthe relevant individual. when an individual or entity enters into a businessrelationship as one of the principal parties to thatrelationship. when a third party controlled by the individual orentity enters into a business relationship as one of theprincipal parties to that relationship. This includesinstances when, for example, a trust or personalholding company controlled by an individual entersinto a business relationship.