Rayovac 2015 Annual Report Download - page 9

Terry L. Polistina
Former President, Global Appliances,
Spectrum Brands Holdings, Inc.
Age 52; Director since 2009
Norman S. Matthews 3
Independent Business Consultant
Age 82; 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 19, 2015 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
Managing Director, Executive Vice
President of Investments and Director,
HRG Group, Inc.
Age 43; Director since 2010
Omar M. Asali** 3
Chief Executive Officer,
President and Director,
HRG Group, Inc.
Age 45; Director since 2011
Kenneth C. Ambrecht 1, 2, 3
Managing Partner,
KCA Associates LLC
Age 70; Director since 2009
Eugene I. Davis 1, 2
Chairman and Chief Executive Officer,
Pirinate Consulting Group LLC
Age 60; Director since 2009
Andreas Rouvé
Chief Executive Officer,
Spectrum Brands Holdings, Inc.
Age 54; Director since 2015
Hugh R. Rovit 1
Chief Executive Officer,
Ellery Homestyles
Age 55; Director since 2009
Joseph S. Steinberg
Chairman of the Board,
Leucadia National Corporation
Age 71; Director since 2015
2015 DIRECTORS AND OFFICERS
Andreas Rouvé
Chief Executive Officer
Age 54; joined Company in 2002
Douglas L. Martin
Executive Vice President
and Chief Financial Officer
Age 53; joined Company in 2014
Nathan E. Fagre
Senior Vice President,
General Counsel and Secretary
Age 60; joined Company in 2011
Stacey L. Neu
Senior Vice President,
Human Resources
Age 49; joined Company in 2005
Guy J. Andrysick
Senior Vice President and
General Manager, Global Auto Care
Age 54; joined Company in 2015
Steven M. Fraundorfer
Senior Vice President and
General Manager, Global
Batteries & Appliances
Age 48; joined Company in 1993
Randal D. Lewis
Senior Vice President and
General Manager, Pet, Home
& Garden
Age 49; joined Company in 2005
Philip S. Szuba
Senior Vice President and
General Manager, Hardware &
Home Improvement
Age 47; joined Company in 2012
*Chairman of the Board
**Vice Chairman of the Board