GNC 2010 Annual Report Download - page 140

Table of Contents
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 and our Parent's 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 Andrew Claerhout, Norman Axelrod,
David Kaplan and Romeo Leemrijse.
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
the board of directors of our Parent (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 our board of directors and the board of directors of
our Parent (together, 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 our key leaders and 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 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
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