Rayovac 2014 Annual Report Download - page 9

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Terry L. Polistina
Former President, Global Appliances,
Spectrum Brands Holdings, Inc.
Age 51; Director since 2009
Norman S. Matthews 3
Independent Business Consultant
Age 81; Director since 2009
Non-GAAP Measurements
Within this annual report, reference is made to adjusted earnings before interest, taxes, deprecia-
tion and amortization (EBITDA) and free cash flow. These non-GAAP metrics are reconciled to their
nearest GAAP equivalents within the Company’s Periodic Report on Form 8-K filed with the SEC on
November 20, 2014 within Exhibit 99.1 thereto. Adjusted EBITDA is a metric used by management
and frequently used by the financial community which provides insight into an organization’s operat-
ing trends and facilitates comparisons between peer companies, since interest, taxes, depreciation
and amortization can differ greatly between organizations as a result of differing capital structures
and tax strategies. Adjusted EBITDA can also be a useful measure of a company’s ability to service
debt and is one of the measures used for determining the Company’s debt covenant compliance.
Adjusted EBITDA excludes certain items that are unusual in nature or not comparable from period to
period. The Company’s management believes that free cash flow is useful to both management and
investors in their analysis of the Company’s ability to service and repay its debt and meet its working
capital requirements. Free cash flow should not be considered in isolation or as a substitute for pretax
income (loss), net income (loss), cash provided by (used in) operating activities or other statement
of operations or cash flow statement data prepared in accordance with GAAP or as a measure of
profitability or liquidity. In addition, the calculation of free cash flow does not reflect cash used to
service debt and, therefore, does not reflect funds available for investment or discretionary uses.
While the Company’s management believes that non-GAAP measurements are useful supplemental
information, such adjusted results are not intended to replace the Company’s GAAP financial results
and should be read in conjunction with those GAAP results.
BOARD OF DIRECTORS
SENIOR CORPORATE OFFICERS
COMMITTEES OF THE BOARD
1 Audit Committee
Mr. Davis is Chair.
2 Compensation Committee
Mr. Ambrecht is Chair.
3 Nominating and Corporate
Governance Committee
Mr. Matthews is Chair.
David M. Maura* 2
Executive Vice President and Director,
Harbinger Group Inc.
Age 42; Director since 2010
Omar M. Asali** 3
President and Director,
Harbinger Group Inc.
Age 44; Director since 2011
David R. Lumley
President and Chief Executive Officer,
Spectrum Brands Holdings, Inc.
Age 60; Director since 2010
Kenneth C. Ambrecht 1, 2, 3
Managing Partner,
KCA Associates, LLC
Age 69; Director since 2009
Eugene I. Davis 1, 2
Chairman and CEO,
Pirinate Consulting Group LLC
Age 59; Director since 2009
Hugh R. Rovit 1
Chief Executive Officer,
Ellery Homestyles
Age 54; Director since 2009
*Chairman of the Board
**Vice Chairman of the Board
2014 DIRECTORS AND OFFICERS
David R. Lumley
President and Chief Executive Officer
Age 60; joined Company in 2006
Douglas L. Martin
Executive Vice President
and Chief Financial Officer
Age 52; joined Company in 2014
Andreas R. Rouvé
Chief Operating Officer
Age 53; joined Company in 2002
Nathan E. Fagre
Senior Vice President,
General Counsel and Secretary
Age 59; joined Company in 2011
Stacey L. Neu
Senior Vice President,
Human Resources
Age 48; joined Company in 2005
Gregory J. Gluchowski, Jr.
President, Hardware and
Home Improvement
Age 49; joined Company in 2012
Steven M. Fraundorfer
Senior Vice President and
General Manager, Batteries
and Appliances
Age 47; joined Company in 1993
Randal D. Lewis
Senior Vice President and
General Manager, Pet, Home
and Garden
Age 48; joined Company in 2005
James A. Heidenreich
Senior Vice President and
General Manager, North America
Batteries and Appliances – Sales
and Marketing
Age 48; joined Company in 2008