Sally Beauty Supply 2006 Annual Report Download - page 94

Table of Contents
Walter L. Metcalfe, Jr. is a partner in Bryan Cave LLP, an international law firm, and for ten years ending in September 2004 he
served as its chairman and chief executive officer. Mr. Metcalfe holds a law degree from the University of Virginia where he was
elected to the Order of the Coif.
Martha Miller de Lombera retired from The Procter & Gamble Company, a manufacturer and marketer of a broad range of consumer
products, in 2001, following 25 years of service in various marketing and general management positions. At the time of her retirement,
she was Vice President and General Manager—Latin American North Market Development Organization. Ms. Miller de Lombera is
also a director of Nationwide Financial Services, Inc. where she is a member of its Finance Committee and a director of Ryerson Inc.
Edward W. Rabin was President of Hyatt Hotels Corporation until 2006, having served in various senior management roles since
joining the company in 1969. Mr. Rabin is a director of SMG Corporation. He is also a director of PrivateBancorp, Inc. and serves on
its investment, compensation, nominating and corporate governance committees. Mr. Rabin is a director of WMS Industries Inc.,
serving as chair of its compensation committee and as a member of its audit committee. He is a board member of Oneida Holdings,
Inc. He is a board member and trustee of the Museum of Contemporary Art, Chicago and a consulting director of the Richard Gray
Gallery, Chicago and New York. Mr. Rabin attended the Wharton School of Advanced Business Management.
Richard J. Schnall is a financial principal of Clayton, Dubilier & Rice, Inc. Prior to joining Clayton, Dubilier & Rice, Inc. in 1996, he
worked in the Investment Banking division of Donaldson, Lufkin & Jenrette, Inc. and Smith Barney & Co. Mr. Schnall is a limited
partner of CD&R Associates VI Limited Partnership, a director and stockholder of CD&R Investment Associates VI, Inc. and a
director of VWR International, Inc. and SIRVA, Inc. Mr. Schnall is a graduate of the Wharton School of Business at the University of
Pennsylvania and holds a Masters of Business Administration from Harvard Business School.
Annual Meeting
Our second amended and restated by-laws provide that an annual meeting of stockholders will be held each year on a date specified
by the Company’ s board of directors. We expect our first annual meeting of stockholders to be held in April 2007.
Committees of the Board of Directors
Pursuant to the second amended and restated by-laws, our Board of Directors established the following committees:
• Audit Committee;
• Compensation Committee;
• Nominating and Corporate Governance Committee;
• Finance Committee; and
• Executive Committee.
The function of each committee is described below.
Each committee, pursuant to its charter adopted by the Board of Directors, consists of four members, of whom up to two are, and
shall be, CDRS designees and at least two shall be, and are, non-CDRS designees. A CDRS designee is entitled under the stockholders
agreement to chair the Compensation Committee, the Nominating and Corporate Governance Committee and the Finance Committee,
and a non-CDRS designee is entitled to chair the Audit Committee and the Executive Committee.
Audit Committee
The Audit Committee consists of Mr. McMaster (chair), Mr. Eisenberg, Mr. Metcalfe and Mr. Miller. The Board of Directors has
determined that each member of the Audit Committee is financially literate, that each member of the Audit Committee meets the
independence requirements of the NYSE and Rule 10A-3 of the Exchange Act and that
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