GNC 2011 Annual Report Download - page 132
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Table of Contents
Code of Ethics
We have adopted a Code of Ethics applicable to our directors and executive officers, including the Chief Executive Officer, and senior financial
officers. In addition, we have adopted a Code of Ethical Business Conduct for all employees. Our Code of Ethics is posted on our website at GNC.com on the
Corporate Governance page of the Investor Relations section of the website.
Item 11. Executive Compensation
This section discusses the material elements of compensation awarded to, earned by or paid to our principal executive officer, our principal financial
officer and our three other most highly compensated executive officers. These individuals are referred to collectively as the "Named Executive Officers".
Our executive compensation programs are determined and approved by the Compensation Committee. None of the Named Executive Officers are
members of the Compensation Committee or otherwise had any role in determining the compensation of the other Named Executive Officers, although the
Compensation Committee does consider the recommendations of our Chief Executive Officer in setting compensation levels for certain of our executive
officers other than the Chief Executive Officer.
For 2010, our Named Executive Officers were:
Name Title
Joseph Fortunato Chief Executive Officer
Michael M. Nuzzo Executive Vice President, Chief Financial Officer
Beth J. Kaplan President and Chief Merchandising and Marketing Officer
David P. Berg Executive Vice President, Chief Operating Officer
Thomas Dowd Executive Vice President of Store Operations and Development
Compensation Discussion and Analysis
Overview
Our compensation structure and policies for our executive officers are subject to review and approval by 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 our board of directors and the Parent Board.
In addition, the Compensation Committee has the authority to review our incentive compensation plans, recommend changes to such plans to the Parent
Board as needed and exercise all the authority of our board of directors with respect to the administration of such plans.
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