GNC 2009 Annual Report Download - page 132

Table of Contents
Josef Prosperi became one of our directors in March 2007 upon consummation of the Merger. Mr. Prosperi has been a Director of the
private equity group of OTPP since 2006 and joined OTPP in 1998 as an Analyst in the Investment Finance Division. Mr. Prosperi joined OTPP
private equity group in 2000, and since then has held titles of increasing seniority, including Portfolio Manager from 2002 to 2006. Mr. Prosperi
also serves on the Board of Directors of National Bedding Company (Serta).
Jeffrey B. Schwartz became one of our directors in March 2007 upon consummation of the Merger. Mr. Schwartz joined Ares in 2004 as
Vice President in the Private Equity Group of Ares and has been a Principal in the Private Equity Group since 2007. From 2000 to 2004,
Mr. Schwartz was an investment banker at Lehman Brothers and prior to that, he was an investment banker at the Wasserstein Perella Group.
Mr. Schwartz also serves on the Board of Directors of TPEP Holdings, Inc. (Tinnerman Palnut Engineered Products) and WCA Waste
Corporation. Mr. Schwartz graduated from the University of Pennsylvania's Whartan School of Business with a B.S. in Economics.
Lino (Lee) Sienna became one of our directors in March 2007 upon consummation of the Merger. Since 2002, Mr. Sienna has been Vice
President, Private Capital of OTPP. From 1998 to 2002, Mr. Sienna was partner at Calcap Corporate Finance Limited, a consulting firm
specializing in mergers and acquisitions. From 1995 to 1998, Mr. Sienna was Vice President, Corporate Development at Dairyworld Foods.
Prior to 1995, Mr. Sienna held various positions in management and corporate development for companies in the beverage, food and
entertainment industries. Mr. Sienna also serves on the Board of Directors of ALH Holding Inc., AOT Bedding Holdings Corporation, Easton-
Bell Sports Inc. and GCAN Insurance Company. Mr. Sienna is also a Chartered Accountant and a graduate (HBA) of the Richard Ivey School of
Business at the University of Western Ontario and received an MBA from the Rotman School at the University of Toronto.
Code of Ethics
The Company has adopted a Code of Ethics applicable to the Company's directors, executive officers, including Chief Executive Officer, and
senior financial officers. In addition, the Company has adopted a Code of Ethical Business Conduct for all employees. Our Code of Ethics is
posted on our website at www.gnc.com on the Corporate Governance page of the Investor Relations section of the website.
Board Composition and Terms
As of February 15, 2009, our board of directors was composed of ten directors. Each director serves for annual terms and until his or her
successor is elected and qualified. Pursuant to a stockholders agreement, as amended and restated on February 12, 2008, two of our Parent's
principal stockholders each have the right to designate four members of our Parent's board of directors (or, at the sole option of each, five
members of the board of directors, one of which shall be independent) for so long as they or their respective affiliates each own at least 10% of
the outstanding common stock of our Parent. The stockholders agreement also provides for election of our Parent's then-current chief executive
officer to our Parent's board of directors. Our Parent's board of directors intends for our board of directors and the board of directors of GNC
Corporation to have the same composition. Effective February 12, 2008, our Parent's board of directors approved an amendment to our
Parent's by-laws that expanded the maximum size of its board of directors from nine to eleven members, the exact number of which will be set
from time to time by our Parent's board of directors.
Board Committees
The board of directors has the authority to appoint committees to perform certain management and administration functions. Our board of
directors historically had an audit committee and a compensation committee, which had the same members as the audit committee and
compensation committee of our direct and ultimate parent companies. In connection with the Merger, our board of directors formed and
appointed members to the audit committee and the compensation committee.
126