GNC 2011 Annual Report Download - page 131

Table of Contents
and an ability to exercise sound judgment, as well as a commitment of service to us and our board. Finally, we value our directors' experience on other
company boards and board committees.
Board Composition and Terms
As of February 24, 2011, our board of directors and the board of directors of our Parent (the "Parent Board") was composed of the same ten directors.
Each director serves for annual terms or until his or her successor is elected and qualified. Pursuant to the Amended and Restated Stockholders Agreement,
two of our Parent's principal stockholders each have the right to designate four members of the Parent Board (or, at the sole discretion of each, five members
of the Parent Board, 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 Amended and Restated Stockholders Agreement also provides for election of our Parent's then-current chief executive officer to the
Parent Board. The maximum size of the Parent Board is eleven members, the exact number of which will be set from time to time by the Parent Board. The
Parent Board intends for our board of directors and the board of directors of GNC Corporation to have the same composition. Effective February 12, 2008, the
Parent Board approved an amendment to our Parent's by-laws that expanded the maximum size of the Parent Board from nine to eleven members, the exact
number of which will be set from time to time by the Parent Board.
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 Brian Klos, Romeo Leemrijse and Michael Hines; there is one vacant position on the audit committee. The board of
directors has determined that Mr. Hines qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K and has the
attributes set forth in such section. Mr. Hines is independent as independence is defined under the applicable section of the New York Stock Exchange
("NYSE") rules.
Compensation Committee
The compensation committee of the Parent Board (the "Compensation Committee") reviews and either approves, on behalf of our board and the Parent
Board, or recommends to the Parent Board 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.
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