Rayovac 2009 Annual Report Download - page 88

Table of Contents
Index to Financial Statements
also served as Senior Vice President and General Merchandise Manager at E.J. Korvetter and Senior Vice President of Marketing and Corporate
Development at Broyhill Furniture Industries. Mr. Matthews is a Princeton University graduate, and earned his Master’s degree in Business Administration
from Harvard Business School. He also currently serves on the Boards of Directors at The Progressive Corporation, Oneida Ltd., Henry Schein, Inc., The
Children’s Place Retail Stores, Inc., is a director emeritus of Sunoco, Toys ‘R’ Us, and Federated Department Stores, and is a trustee emeritus at the
American Museum of Natural History. Mr. Matthews is the Chairman of our Nominating and Corporate Governance Committee and is a member of our
Compensation Committee.
Mr. Polistina was appointed to our Board of Directors in August 2009. Mr. Polistina is currently the CEO and President of Salton, Inc., which is based
in Miramar, Florida. Salton and its subsidiaries are leading marketers and distributors of a broad range of branded small kitchen and home appliances, pet
products and personal care products. Salton has a broad portfolio of well recognized brand names, including Black & Decker ®, George Foreman®,
Toastmaster®, LitterMaid® and Russell Hobbs®. Prior to joining Salton, Mr. Polistina served as Chief Operating Officer at Applica Incorporated in 2006 to
2007 and Chief Financial Officer from 2001 to 2007. Mr. Polistina also served as a Senior Vice President of Applica since June 1998. Mr. Polistina has
been a Director for Island Sky Australia Ltd. since September 2008. Mr. Polistina is a member of our Audit Committee and of our Nominating and
Corporate Governance Committee.
Mr. Rovit was appointed to our Board of Directors in August 2009. Mr. Rovit is presently Chief Executive Officer of Sure−Fit, Inc., a marketer and
distributor of home furnishing products, and was a Principal at a turnaround management firm Masson & Company from 2001 through 2005. Previously,
Mr. Rovit held the positions of Chief Financial Officer of Best Manufacturing, Inc., a manufacturer and distributor of institutional service apparel and
textiles, from 1998 through 2001 and Chief Financial Officer of Royce Hosiery Mills, Inc., a manufacturer and distributor of men’s and women’s hosiery,
from 1991 through 1998. Mr. Rovit served as Chairman of the Board of Atkins Nutritionals Inc. after its emergence from bankruptcy in January 2006 and
currently serves on the Boards of Directors for Nellson Nutraceutical Inc., Cosmetics Essence, Inc. and Oneida, Ltd. Mr. Rovit received his Bachelor of Arts
degree with distinction in government from Dartmouth College and has a Masters of Business Administration from the Harvard Business School. Mr. Rovit
is a member of our Audit Committee and of our Compensation Committee.
See Item 13. Certain Relationships and Related Transactions and Director Independence for information concerning the election of our current
directors.
Stockholders may recommend nominees to Spectrum Brands, Inc.’s board of directors in accordance with the procedures set forth in Spectrum
Brands, Inc.’s bylaws and under applicable law. Spectrum Brands, Inc.’s bylaws are included as Exhibit 3.2 to this Annual Report on Form 10−K.
Audit Committee Financial Expert and Audit Committee
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 Eugene I. Davis, Marc S. Kirschner, Terry L. Polistina and Hugh R. Rovit.
Audit Committee Financial Expert. Our Board of Directors has determined that Eugene I. Davis, 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. Our Board of
Directors has determined that Mr. Davis is independent, evaluating such independence based on the definition of that term in the listing standards of the
NYSE.
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