ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY
Set forth below are the names, ages as of December 29, 2001 and current
positions with the Company and its subsidiaries of the executive officers and
directors. Directors are elected at the annual meeting of shareholders.
Executive officers are appointed by, and hold office at, the discretion of the
directors.
NAME AGE POSITION
---- -------- --------
Linda Huett............................... 57 President and Chief Executive Officer, Director
Richard McSorley.......................... 57 Chief Operating Officer, NACO
Clive Brothers............................ 48 Chief Operating Officer, Europe
Scott R. Penn............................. 30 Vice President, Australasia
Thomas S. Kiritsis........................ 57 Vice President, Chief Financial Officer
Robert W. Hollweg......................... 59 Vice President, General Counsel and Secretary
Raymond Debbane(1)........................ 46 Chairman of the Board
Jonas M. Fajgenbaum....................... 29 Director
Sacha Lainovic(1)......................... 45 Director
Christopher J. Sobecki.................... 43 Director
Sam K. Reed(2)(3)......................... 54 Director
Marsha Johnson Evans(2)(3)................ 54 Director
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(1) Member of the Company's compensation and benefits committee.
(2) Member of the Company's audit committee.
(3) Named to the board of directors on February 12, 2002.
LINDA HUETT. Ms. Huett has been the President and a director of the Company
since September 1999. She became the Company's Chief Executive Officer in
December 2000. Ms. Huett joined the Company in 1984 as a classroom leader.
Ms. Huett was promoted to U.K. Training Manager in 1986. In 1990, Ms. Huett was
appointed Director of the United Kingdom operation and in 1993 was appointed
Vice President of Weight Watchers U.K. Ms. Huett graduated from Gustavas
Adolphus College and received her Masters in Theater from Yale University.
Ms. Huett is also a director of WeightWatchers.com, Inc.
RICHARD MCSORLEY. Mr. McSorley has served as the Company's Chief Operating
Officer for North America since January 2001. From 1992 until the Company's
purchase of Weighco, Mr. McSorley served in various capacities with Weighco
Enterprises, Inc., including as President since 1995 and Chief Executive Officer
since 1996. Mr. McSorley received his B.A. degree from Villanova University and
an M.B.A. from the University of Pittsburgh.
CLIVE BROTHERS. Mr. Brothers has served as the Company's Chief Operating
Officer for Europe since February 2001. Mr. Brothers joined the Company in 1985
as a marketing manager in the United Kingdom. In 1990, Mr. Brothers was
appointed General Manager, France and was appointed Vice
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President, Continental Europe in 1993. Mr. Brothers received a B.A. (Hons) in
Business Studies from Leeds Polytechnic in England and a diploma in Marketing
from the Chartered Institute of Marketing.
SCOTT R. PENN. Scott Penn has been a Vice President of the Company's
Australasia operations since September 1999. Mr. Penn joined the Company in 1994
as a Marketing Services Manager in Australia. In 1996, he was promoted to Group
Marketing Manager in Australia and in 1997 he was promoted to General
Manager--Marketing and Finance.
THOMAS S. KIRITSIS. Mr. Kiritsis has served as the Company's Vice
President, Chief Financial Officer since joining the Company in May 2000. From
June 1994 to April 2000, he was Senior Vice President of Finance of Olsten
Corporation. Mr. Kiritsis received a B.B.A. in Accounting from Hofstra
University and is a certified public accountant.
ROBERT W. HOLLWEG. Mr. Hollweg has served as the Company's Vice President,
General Counsel and Secretary since January 1998. He joined the Company in 1969
as an Assistant Counsel in the law department. He transferred to the Heinz law
department subsequent to Heinz's acquisition of the Company in 1978 and served
there in various capacities. He rejoined the Company after Artal Luxembourg
acquired the Company in September 1999. Mr. Hollweg graduated from Fordham
University and received his Juris Doctor degree from Fordham University School
of Law. He is a member of the American and New York State Bar Associations and a
former President of the International Trademark Association.
RAYMOND DEBBANE. Mr. Debbane has been the Company's Chairman of the board
of directors since the Company's acquisition by Artal Luxembourg on
September 29, 1999. Mr. Debbane is a co-founder and President of The Invus
Group, Ltd. Prior to forming The Invus Group, Ltd. in 1985, Mr. Debbane was a
manager and consultant for The Boston Consulting Group in Paris, France. He
holds an M.B.A. from Stanford Graduate School of Business, an M.S. in Food
Science and Technology from the University of California, Davis and a B.S. in
Agricultural Sciences and Agricultural Engineering from American University of
Beirut. Mr. Debbane is a director of Artal Group S.A., Ceres, Inc., Financial
Technologies International Inc. and Nellson Nutraceutical, Inc. Mr. Debbane is
also the Chairman of the board of directors of WeightWatchers.com, Inc. and
served as a director of Keebler Foods Company from 1996 to 1999.
JONAS M. FAJGENBAUM. Mr. Fajgenbaum has been a director of the Company
since the Company's acquisition by Artal Luxembourg on September 29, 1999.
Mr. Fajgenbaum is a Managing Director at The Invus Group, Ltd., which he joined
in 1996. Prior to joining The Invus Group, Ltd., Mr. Fajgenbaum was a consultant
for McKinsey & Company in New York from 1994 to 1996. He graduated with a B.S.
from the Wharton School of Business and a B.A. in Economics from the University
of Pennsylvania in 1994.
SACHA LAINOVIC. Mr. Lainovic has been a director of the Company since the
Company's acquisition by Artal Luxembourg on September 29, 1999. Mr. Lainovic is
a co-founder and Executive Vice President of The Invus Group, Ltd. Prior to
forming The Invus Group, Ltd. in 1985, Mr. Lainovic was a manager and consultant
for the Boston Consulting Group in Paris, France. He holds an M.B.A. from
Stanford Graduate School of Business and an M.S. in engineering from Insa de
Lyon in Lyon, France. Mr. Lainovic is a director of WeightWatchers.com, Inc.,
Financial Technologies International Inc., Nellson Nutraceutical, Inc. and
Unwired Australia Pty Limited, and also served as a director of Keebler Foods
Company from 1996 to 1999.
CHRISTOPHER J. SOBECKI. Mr. Sobecki has been a director of the Company
since the Company's acquisition by Artal Luxembourg on September 29, 1999.
Mr. Sobecki, a Managing Director of The Invus Group, Ltd., joined the firm in
1989. He received an M.B.A. from Harvard Business School. He also obtained a
B.S. in Industrial Engineering from Purdue University. Mr. Sobecki is a director
of
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WeightWatchers.com, Inc., Nellson Nutraceutical, Inc., Financial Technologies
International Inc. and iLife, Inc. He also served as a director of Keebler Foods
Company from 1996 to 1998.
SAM K. REED. Mr. Reed has 27 years of experience in the food industry. He
was formerly Vice Chairman and Director of Kellogg Company, the world's leading
producer of cereal and a leading producer of convenience foods. From 1996 to
2001, Mr. Reed was Chief Executive Officer, President and a Director of Keebler
Foods Company. Previously, he was Chief Executive Officer, of Specialty Foods
Corporation's $450 million Western Bakery Group division. He is a Director of
the Tractor Supply Company. Mr. Reed received a B.A. from Rice University and an
M.B.A. from Stanford University.
MARSHA JOHNSON EVANS. Ms. Evans is currently the National Executive
Director of Girl Scouts of the U.S.A., the world's preeminent organization
dedicated solely to girls. A retired Rear Admiral in the United States Navy,
Ms. Evans has served as superintendent of the Naval Postgraduate School in
Monterey, California and headed the Navy's worldwide recruiting organization
from 1993 to 1995. She is currently a director of the May Department Stores
Company and numerous nonprofit boards. Ms. Evans received a B.A. from Occidental
College and a Master's Degree from the Fletcher School of Law and Diplomacy at
Tufts University.
BOARD OF DIRECTORS
The Company's board of directors is currently comprised of seven directors.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION PROGRAMS
The Company's board of directors oversees the compensation programs of the
Company, with particular attention to the compensation for its Chief Executive
Officer and the other executive officers. It is the responsibility of the
Company's board of directors to review, recommend and approve changes to the
Company's compensation policies and benefits programs, to administer the
Company's stock plans, including approving stock option grants to executive
officers and other stock option grants, and to otherwise ensure that the
Company's compensation philosophy is consistent with the best interests of the
Company and is properly implemented.
The Company's compensation philosophy is to (1) provide a competitive total
compensation package that enables the Company to attract and retain key
executive and employee talent needed to accomplish the Company's goals, and
(2) directly link compensation to improvements in the Company's financial and
operational performance.
Total compensation is comprised of a base salary plus both cash and non-cash
incentive compensation, and is based on the Company's financial performance and
other factors, and is delivered through a combination of cash and equity-based
awards. This approach results in overall compensation levels which follow the
Company's financial performance.
The Company's board of directors reviews each senior executive officer's
base salary annually. In determining appropriate base salary levels,
consideration is given to the officer's impact level, scope of responsibility,
prior experience, past accomplishments and data on prevailing compensation
levels in relevant executive labor markets.
The Company's board of directors believes that granting stock options
provides officers with a strong economic interest in maximizing shareholder
returns over the longer term. The Company believes that the practice of granting
stock options is important in retaining and recruiting the key talent necessary
at all employee levels to ensure the Company's continued success.
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COMMITTEES OF THE COMPANY'S BOARD OF DIRECTORS
The standing committees of the Company's board of directors consist of an
audit committee and a compensation and benefits committee.
AUDIT COMMITTEE
The principal duties of the Company's audit committee are as follows:
- to oversee that the Company's management has maintained the reliability
and integrity of the Company's accounting policies and financial reporting
and the Company's disclosure practices;
- to oversee that the Company's management has established and maintained
processes to assure that an adequate system of internal control is
functioning;
- to oversee that the Company's management has established and maintained
processes to assure the Company's compliance with all applicable laws,
regulations and corporate policy;
- to review the Company's annual and quarterly financial statements prior to
their filing or prior to the release of earnings; and
- to review the performance of the independent accountants and make
recommendations to the board of directors regarding the appointment or
termination of the independent accountants.
The audit committee has the power to investigate any matter brought to its
attention within the scope of its duties and to retain counsel for this purpose
where appropriate.
COMPENSATION AND BENEFITS COMMITTEE
The principal duties of the compensation and benefits committee are as
follows:
- to review key employee compensation policies, plans and programs;
- to monitor performance and compensation of the Company's
employee-director, officers and other key employees;
- to prepare recommendations and periodic reports to the board of directors
concerning these matters; and
- to function as the committee which administers the incentive programs
referred to in "Executive Compensation" below.
COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the Company's executive officers has served as a director or member
of the compensation and benefits committee, or other committee serving an
equivalent function, of any entity of which an executive officer is expected to
serve as a member of the Company's compensation and benefits committee.
CLASSES AND TERMS OF DIRECTORS
The Company's board of directors is divided into three classes, as nearly
equal in number as possible, with each director serving a three-year term and
one class being elected at each year's annual meeting of shareholders. The
following individuals are directors and serve for the terms indicated:
CLASS 1 DIRECTORS (TERM EXPIRING IN 2002)
Raymond Debbane
Jonas M. Fajgenbaum
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CLASS 2 DIRECTORS (TERM EXPIRING IN 2003)
Sacha Lainovic
Christopher J. Sobecki
Marsha Johnson Evans
CLASS 3 DIRECTOR (TERM EXPIRING IN 2004)
Linda Huett
Sam K. Reed
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and holders of more than 10% of the
Company's common stock (collectively, "Reporting Persons") to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock of the Company. Such persons are required
by regulations of the Securities and Exchange Commission to furnish the Company
with copies of all such filings. Based on its review of the copies of such
filings received by it with respect to the fiscal year ended December 29, 2001
and written representations from certain Reporting Persons, the Company believes
that all Reporting Persons complied with all Section 16(a) filing requirements
in the fiscal year ended December 29, 2001.