GNC 2009 Annual Report Download - page 133

Table of Contents
Audit Committee
The audit committee selects on behalf of our board of directors an independent public accounting firm to be engaged to audit our financial
statements, discusses with the independent auditors their independence, approves the compensation of the independent public accounting
firm, reviews and discusses the audited financial statements with the independent auditors and management and will recommend to our board
of directors whether the audited financials should be included in our Annual Reports on Form 10-K to be filed with the SEC. The audit
committee also oversees the Company's internal audit function. The audit committee members are Jeffrey Schwartz and Joseph Prosperi; there
is one vacant position on the audit committee. The board of directors has determined that Mr. Schwartz is an "audit committee financial expert"
as defined by Item 405(d)(ii) of Regulation S-K.
Compensation Committee
The compensation committee reviews and either approves, on behalf of our board of directors, or recommends to the board of directors for
approval the annual salaries and other compensation of our executive officers and individual stock and stock option grants. The compensation
committee also provides assistance and recommendations with respect to our compensation policies and practices and assists with the
administration of our compensation plans. The compensation committee members are Norman Axelrod, Lee Sienna, David Kaplan and Michele
Buchignani.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview
Our compensation structure and policies for our executive officers are subject to review and approval by the compensation committee of our
board of directors (the "Company Board") and the board of directors of our Parent (collectively, the "Compensation Committee") . This
Compensation Discussion and Analysis reflects our compensation structure and policies currently in effect.
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"). 127