GNC 2010 Annual Report Download - page 139

Table of Contents
Orchard Supply Hardware Corporation. Mr. Kaplan also serves on the Board of Governors of Cedars-Sinai Medical Center and is a Trustee,
Treasurer and Chairman of the Investment Committee of the Center for Early Education. Mr. Kaplan graduated with High Distinction, Beta
Gamma Sigma, from the University of Michigan, School of Business Administration with a B.B.A. concentrating in Finance.
Romeo Leemrijse became one of our directors in May 2009. Mr. Leemrijse joined Teachers' in 2006 having previously worked at
EdgeStone Capital Partners and CIBC World Markets. Mr. Leemrijse has participated in a number of transactions while at Teachers', including
the acquisition of New Zealand Yellow Pages Group, the publisher of the print and online directories in New Zealand, and several minority co-
investments including Valentino Fashion Group, Intelsat and Select Service Partners. Mr. Leemrijse currently sits on the board of directors of
AOT Bedding (Serta) and previously sat on the advisory boards of a number of leading international private equity funds. Mr. Leemrijse
received a Bachelor of Commerce from the University of Calgary and is a CFA charterholder.
Jeffrey B. Schwartz became one of our directors in March 2007 upon consummation of the Merger. Mr. Schwartz is a Principal in the
Ares Private Equity Group. Mr. Schwartz joined Ares in 2004 from Lehman Brothers Inc. where he served as a Vice President in the Financial
Sponsors Group and specialized in providing acquisition advice to financial sponsors on potential leveraged buyouts. Prior to Lehman Brothers
Inc., Mr. Schwartz was with the Wasserstein Perella Group where he specialized in mergers and acquisitions and leveraged finance.
Mr. Schwartz also currently serves on the Boards of Directors of Stream Global Services, Inc. and WCA Waste Corporation and served as a
director of Samsonite Corporation from September 2005 until May 2007. Mr. Schwartz graduated from University of Pennsylvania's Wharton
School of Business with a BS in Economics.
Board Composition and Terms
As of February 15, 2009, our board of directors was composed of ten directors. Each director serves for annual terms or 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.
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, Romeo Leemrijse and
Michael Hines; there is one vacant position on the audit 133