Rayovac 2009 Annual Report Download - page 90

Table of Contents
Index to Financial Statements
Compensation Discussion and Analysis
The Company’s named executive officers for Fiscal 2009 consist of the following persons:
Named Executive Position
Kent J. Hussey Chief Executive Officer and Chairman of the Board
Anthony L. Genito Executive Vice President, Chief Financial Officer and Chief
Accounting Officer
David R. Lumley Co−Chief Operating Officer and President − Global
Batteries and Personal Care
John A. Heil Co−Chief Operating Officer and President − Global Pet
Supplies
Amy J. Yoder Former President, United Industries
Ms. Yoder was an executive officer through the end of Fiscal 2008, but ceased to be an employee of the Company as of October 8, 2008. When we refer to
our current named executive officers we are referring to Mr. Hussey, Mr. Genito, Mr. Lumley and Mr. Heil. The Company had no other executive officers
during Fiscal 2009.
The Company pursues several objectives in determining its executive compensation programs. It seeks to attract and retain highly qualified executives
and ensure continuity of senior management for the Company as a whole and for each of the Company’s three business segments to the extent consistent
with the overall objectives and circumstances of the Company. It seeks to align the compensation paid to our executives with the overall business strategies
of the Company while leaving the flexibility necessary to respond to changing business priorities and circumstances. It also seeks to align the interests of
our executives with those of our shareholders and seeks to reward our executives when they perform in a manner that creates value for our shareholders.
The Compensation Committee of our Board of Directors (which we will refer to as the “Compensation Committee”) is responsible for developing, adopting,
reviewing and maintaining the Company’s executive compensation programs in order to ensure that they continue to benefit the Company. The current
members of the Compensation Committee are Kenneth C. Ambrecht, Eugene I. Davis, Norman S. Matthews and Hugh R. Rovit. Prior to the Company’s
emergence from Chapter 11 of the Bankruptcy Code on August 28, 2009, the members of the Compensation Committee were Thomas R. Shepherd, William
C. Carmichael and John S. Lupo. In order to carry out this function, the Compensation Committee:
• Considers the advice of independent compensation consultants engaged to advise on executive compensation issues and program design,
including advising on the Company’s compensation program as it compares to similar companies;
• Reviews compensation summaries for each named executive officer periodically, including the compensation and benefit values offered to each
executive, accumulated value of equity and other past compensation awards, and other contributors to compensation;
• Consults with our Chief Executive Officer and other management personnel, including our Vice President of Corporate Human Resources with
and without the presence of the Chief Executive Officer, in connection with compensation matters and periodically meets in executive session
without management to evaluate management’s input; and
• Solicits comments and concurrence from other board members regarding its recommendations and actions at the Company’s regularly
scheduled board meetings.
The Compensation Committee has designed the Company’s executive compensation programs so that, at target levels of performance and absent
guarantees of minimum payout levels given as retention devices (described below under the headings “Management Incentive Plan”, “Equity−Based Long
Term Incentive Plan” and “Cash−Based Long Term Incentive Plan”), a significant portion of the value of each executive’s annual
87