GameStop 2005 Annual Report Download - page 56

Gerald R. Szczepanski is a director and Chair of the Compensation Committee and a member of the Audit
Committee and the Nominating and Corporate Governance Committee. Mr. Szczepanski is currently retired.
Mr. Szczepanski was the co-founder, and, from 1994 to 2005, the Chairman and Chief Executive Officer of
Gadzooks, Inc., a publicly traded, specialty retailer of casual clothing and accessories for teenagers. On February 3,
2004, Gadzooks, Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Northern District of Texas, Dallas Division (Case No. 04-31486-11).
Edward A. Volkwein is a director and a member of the Audit Committee, the Compensation Committee and the
Nominating and Corporate Governance Committee. Mr. Volkwein is President and Chief Operating Officer of
Hydro-Photon, Inc., a water purification technology company. Prior to joining Hydro-Photon, Mr. Volkwein had a
broad marketing career beginning in brand management for General Foods and Chesebrough-Ponds, Inc. He served
as Senior Vice President Global Advertising and Promotion for Philips Consumer Electronics and as Senior Vice
President Marketing for Sega of America, where he was instrumental in developing Sega into a major video game
brand. Mr. Volkwein has also held senior executive positions with Funk & Wagnalls and Prince Manufacturing.
Lawrence S. Zilavy is a director. Mr. Zilavy has served as a director since October 2005. Mr. Zilavy retired as
Executive Vice President, Corporate Finance and Strategic Planning for Barnes & Noble, Inc. in November 2004
and had served in that position since May 2003. Mr. Zilavy was Chief Financial Officer of Barnes & Noble, Inc.
from June 2002 through April 2003. Prior to that, he was Executive Vice President of IBJ Whitehall Bank and Trust
Company, where he worked since 1992. Mr. Zilavy is currently a director and member of the Audit Committee of
The Hain Celestial Group, Inc., a publicly traded natural and organic food and personal care products company, a
director of Community Resource Exchange (a non-profit organization) and a trustee of St. Francis College in New
York City.
Committees of the Board
The Board of Directors has four standing committees: an Audit Committee, a Compensation Committee, a
Nominating and Corporate Governance Committee and an Executive Committee.
Audit Committee. The Audit Committee has the principal function of, among other things, reviewing the
adequacy of the Company’s internal system of accounting controls, the appointment, compensation, retention and
oversight of the independent certified public accountants, conferring with the independent public accounting firm
concerning the scope of their examination of the books and records of the Company, reviewing and approving
related party transactions and considering other appropriate matters regarding the financial affairs of the Company.
In addition, the Audit Committee has established procedures for the receipt, retention and treatment of confidential
and anonymous complaints regarding the Company’s accounting, internal accounting controls and auditing matters.
The board of directors has adopted a written charter setting out the functions of the Audit Committee, a copy of
which is available on the Company’s website at www.gamestop.com and is available in print to any stockholder who
requests it, in writing to the Company’s Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas
76051. As required by the charter, the Audit Committee will continue to review and reassess the adequacy of the
charter annually and recommend any changes to the board of directors for approval. The current members of the
Audit Committee are Stephanie M. Shern (Chair), Edward A. Volkwein and Gerald R. Szczepanski, all of whom are
“independent” directors under the listing standards of the NYSE. In addition to meeting the independence standards
of the NYSE, each member of the Audit Committee is financially literate and meets the independence standards
established by the Securities and Exchange Commission (the “SEC”). The board of directors has also determined
that Mrs. Shern has the requisite attributes of an “audit committee financial expert” as defined by regulations
promulgated by the SEC and that such attributes were acquired through relevant education and/or experience. The
Audit Committee met nine times during fiscal 2005.
Compensation Committee. The principal function of the Compensation Committee is to, among other things,
make recommendations to the board of directors with respect to matters regarding the approval of employment
agreements, management and consultant hiring and executive compensation. The Compensation Committee is also
responsible for administering our Amended and Restated 2001 Incentive Plan, as amended, and our Supplemental
Compensation Plan (the “Supplemental Compensation Plan”). The current members of the Compensation Com-
mittee are Gerald R. Szczepanski (Chair), Jerome L. Davis and Edward A. Volkwein, all of whom meet the
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