GNC 2008 Annual Report Download - page 129

Table of Contents
ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview
As discussed elsewhere in this report, on March 16, 2007 GNC Parent Corporation was acquired by GNC Acquisition Holdings Inc., which
became our ultimate parent company. As a result of the Merger, our compensation structure and policies for our executive officers are subject
to review and approval by the new compensation committee (the "Compensation Committee") of our board of directors (the "Company Board").
This Compensation Discussion and Analysis reflects the compensation structure and policies in effect immediately before the Merger,
subject to any changes made at the time of the closing of the Merger or since the closing.
Generally, the Compensation Committee is empowered to review and approve on an annual basis:
• the corporate goals and objectives with respect to compensation for our Chief Executive Officer;
• the evaluation process and compensation structure for our other executive officers; and
• the compensation structure and annual compensation for the directors on the Company Board and committee service by non-
employee directors.
In addition, the Compensation Committee has the authority to review our incentive compensation plans, to recommend changes to such plans
to the Company Board as needed, and to exercise all the authority of the Company Board with respect to the administration of such plans.
The primary objective of our compensation program is to attract and retain qualified employees who are enthusiastic about our mission and
culture. A further objective of our compensation program is to provide incentives and to reward each employee for his or her contribution to us.
In addition, we strive to promote an ownership mentality among key leadership and our directors. Finally, we intend for our compensation
structure to be perceived as fair to our employees, stockholders, and noteholders. The foregoing objectives are applicable to the compensation
of our principal executive officer, principal financial officer and three other most highly compensated executive officers (collectively, "Named
Executive Officers").
Our compensation program is designed to reward the Named Executive Officers for their individual contributions, incentivize them for future
performance, and to recognize our positive growth and financial performance. The Compensation Committee considers numerous factors,
including the Named Executive Officers' experience in conjunction with the level and complexity of the position in setting executive
compensation. Regarding the compensation program and structure generally and all aspects of executive compensation, our management,
principally our Chief Executive Officer, provides recommendations to the Compensation Committee; however, the Compensation Committee
does not delegate any of its functions to others in setting compensation. We do not currently engage any consultant related to executive or
director compensation matters, although we regularly refer to survey and other compensation data, as described more fully below.
Elements of the Company's Executive Compensation
Historically, annual compensation for our Named Executive Officers has been provided under an employment agreement. In
November 2007, we provided notices to all of our then current Named Executive
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