GNC 2009 Annual Report Download - page 158

Table of Contents
Director Compensation
Pursuant to our director compensation policy, effective as August 15, 2007, we compensate our directors as follows: (i) our non-employee
chairman receives an annual retainer of $200,000 and (ii) our non-employee directors receive an annual retainer of $40,000. Directors are not
entitled to any additional cash compensation such as fees for attending meetings. However, each non-employee director is entitled to receive a
grant of non-qualified stock options to purchase a minimum of 36,176 shares of Parent's common stock. Any director or chairman who is
employed by ACOF, OTPP and other purchasers in connection with the Merger is not entitled to any retainers or stock option grants.
The table below sets forth information with respect to compensation for our directors for 2008.
Norman Axelrod, David B. Kaplan, Jeffery B. Schwartz, Lee Sienna, Josef Prosperi and Michele J. Buchignani were each appointed as
members of the Company Board effective as of March 16, 2007. As stated above, any employee employed by ACOF or OTPP is not entitled to
any additional compensation for serving as director. Accordingly, Messrs. Kaplan, Schwartz, Sienna and Prosperi and Ms. Buchignani are not
listed in the table below.
Richard D. Innes and Carmen Fortino were elected as directors to the Company Board effective July 17, 2007. Effective January 2, 2008,
we entered into an employment agreement with Beth J. Kaplan in connection with her appointment as our President and Chief Merchandising
and Marketing Officer. Ms. Kaplan was appointed as a member of the Company Board effective February 12, 2008. Neither Mr. Fortunato nor
Ms. Kaplan receives any compensation for serving as a director.
Change in Pension
Value and
Non-qualified
Non-Equity Deferred
Fees Earned or Paid Incentive Plan Compensation All other
in Cash Stock Awards Option Awards Compensation Earnings Compensation Total
Name ($) ($) ($)1,2 ($) ($) ($) ($)
Norman Axelrod 200,000 — 116,111 — — — 316,111
Richard D. Innes 40,0003 — 10,277 — — — 50,277
Carmen Fortino 40,0003 — 10,277 — — — 50,277
(1) Reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2008 in
accordance with FAS 123R for all option awards held by such person and outstanding on December 31, 2008. For additional information,
see Note 18 under the heading "Stock-Based Compensation Plans" of the Notes to Consolidated Financial Statements included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. The amounts reflect the accounting expense for
these awards and do not correspond to the actual value that may be recognized by such persons with respect to these awards. The grant
date fair value of the stock option awards was $1.67, calculated in accordance with FAS 123R.
(2) The table below sets forth information regarding exercisable and unexercisable stock options granted to the listed directors and held as of
March 1, 2009. No other stock awards were made to the directors, and no stock options were exercised by the directors in 2007.
Option Awards Outstanding on March 1, 2009
Name Exercisable Unexercisable
Norman Axelrod 146,156 219,236
Richard D. Innes 7,236 28,940
Carmen Fortino 7,236 28,940
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