Rayovac 2004 Annual Report Download - page 59

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consulting to closely held private companies. Mr. Carmichael also served as Senior Vice President of Sara Lee
Corporation from 1991 to 1993, Vice President from 1985 to 1990 and Chief Financial Officer from 1987 to
1990 of Beatrice Foods Company, Vice President of E-II Holdings from 1987 to 1988 and Vice President of
Esmark, Inc. from 1976 to 1984. Mr. Carmichael is a director of Cobra Electronics Corporation, The Finish Line,
Inc. and a privately-held company and serves as a Trustee of the Nations Funds. Mr. Carmichael is the
chairperson of our Audit Committee.
Mr. DeFeo has served as a director of Rayovac since September 30, 2003. In October 2004, Mr. DeFeo was
named President, Chief Executive Officer and a director of Playtex Products, Inc. From 1997 to September 30,
2003, he served as President and Chief Executive Officer of Remington Products Company, L.L.C. and as
Chairman of the Board of Remington Products Company, L.L.C. from 2001 to September 30, 2003. From 1993
to 1996, Mr. DeFeo served as Group Vice President of U.S. Operations of The Clorox Company, and from 1968
to 1993 he held positions of increasing responsibility at Procter & Gamble. Mr. DeFeo also serves as a director of
American Woodmark Corporation and various privately-held companies.
Mr. Lupo has served as a director of Rayovac since July 1998 and is a principal in the consulting firm
Renaissance Partners, LLC, which Mr. Lupo joined in February 2000. From October 1998 until November 1999,
Mr. Lupo served as Executive Vice President for Sales and Marketing for Bassett Furniture Industries, Inc. From
April 1998 to October 1998, Mr. Lupo served as a consultant in the consumer products industry. From August
1996 to April 1998, Mr. Lupo served as Senior Vice President and Chief Operating Officer for the international
division of Wal-Mart Stores, Inc. From October 1990 to August 1996, Mr. Lupo served as Senior Vice
President—General Merchandise Manager of Wal-Mart Stores, Inc. Mr. Lupo serves as a director of a privately-
held company. Mr. Lupo is a member of both our Compensation Committee and Nominating and Corporate
Governance Committee.
Mr. Shepherd has served as a director of Rayovac since our September 1996 recapitalization. Mr. Shepherd
is Chairman of TSG Equity Partners, LLC, a private equity investment firm, and is also a director of The
Vermont Teddy Bear Company Inc. and various privately-held companies. From 1986 through 1998,
Mr. Shepherd served as a Managing Director of Thomas H. Lee Company. Mr. Shepherd is our Presiding
Director and the Chairperson of our Compensation Committee.
Ms. Thomas has served as a director of Rayovac since May 2002. Ms. Thomas most recently served as
Interim Chief Executive Officer of The Ocean Spray Company from November 2002 to April 2003. Previously,
Ms. Thomas was President of Warner-Lambert Consumer Healthcare, the over-the-counter pharmaceuticals
business of the Warner-Lambert Company, until its purchase by Pfizer Inc. in July 2000. From 1993 to 1997,
Ms. Thomas was employed by the Pillsbury Company, serving last as President of Pillsbury Canada Ltd. Prior to
joining Pillsbury, Ms. Thomas served as Senior Vice President of Marketing for Nabisco Brands, Inc.
Ms. Thomas serves as a director of the Bank of Nova Scotia and a privately-held company. Ms. Thomas is the
Chairperson of our Nominating and Corporate Governance Committee and a member of our Audit Committee.
Audit Committee Financial Expert and Audit Committee
Audit Committee Financial Expert. Our Board of Directors has determined that William P. Carmichael,
Director, is our Audit Committee Financial Expert, as defined under Section 407 of the Sarbanes-Oxley Act of
2002 and the rules promulgated by the SEC in furtherance of Section 407. Mr. Carmichael is independent of our
management.
Audit Committee. We have a separately-designated standing audit committee that was established in
accordance with Section 3(a)(58)(A) of the Exchange Act for the overall purpose of overseeing our accounting
and financial reporting processes and audits of our financial statements. The current members of our Audit
Committee are John D. Bowlin, William P. Carmichael and Barbara S. Thomas.
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