About EDGAR Online | Login
 
Enter your Email for a Free Trial:
The following is an excerpt from a 10-K SEC Filing, filed by REMINGTON ARMS CO INC/ on 3/30/2009.
Next Section Next Section Previous Section Previous Section
REMINGTON ARMS CO INC/ - 10-K - 20090330 - DIRECTORS_AND_OFFICERS

 

 

Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

          The names, ages and positions of the directors and executive officers of Remington are set forth below. All directors are elected annually and hold office until their successors are elected and qualified, or until their earlier removal or resignation.

 

 

 

 

 

Name

 

Age

 

Position

 

 

 

Paul A. Miller (a)

 

50

 

Director, Executive Chairman

Robert W. Behn

 

69

 

Director

Bobby R. Brown (c)

 

76

 

Director

Grant Gregory

 

68

 

Director

General Michael W. Hagee (Ret.) (a)

 

64

 

Director

General George A. Joulwan (Ret.) (d)

 

69

 

Director

George Kollitides, II (a)(c)(d)

 

39

 

Director

Walter McLallen (a)(c)

 

43

 

Director

Scott Parker (b)

 

42

 

Director

James J. Pike (d)

 

66

 

Director

Edward H. Rensi

 

65

 

Director

Madhu Satyanarayana (b)

 

27

 

Director

Frank A. Savage (b)

 

61

 

Director

George Zahringer III (b)

 

55

 

Director

Theodore H. Torbeck (a)

 

52

 

Director, Chief Executive Officer

Thomas L. Millner*

 

55

 

Former Director and Former Chief Executive Officer

Stephen P. Jackson, Jr.

 

40

 

Chief Financial Officer, Treasurer, and Corporate Secretary

E. Scott Blackwell

 

47

 

Chief Sales Officer

John M. Dwyer, Jr.

 

50

 

Chief Technology Officer

Igor Popov

 

43

 

Chief Supply Chain Officer

Jeffrey B. Costantin

 

49

 

Chief Information Officer

Marc Hill

 

37

 

Chief Marketing Officer

Fredric E. Roth, Jr.

 

54

 

General Counsel

 

 

(a)

Member, Executive Committee

 

 

(b)

Member, Investment and Benefits Committee

 

 

(c)

Member, Audit Committee

 

 

(d)

Member, Compensation Committee

 

 

*

Mr. Millner announced that he was terminating his employment with Remington and resigning as a member of the Board and the Executive Committee, effective immediately, on March 13, 2009.

          After being elected by the sole stockholder, RACI Holding, Inc., each of our directors holds office until the next succeeding annual meeting of the stockholder.

          None of our officers or directors has any family relationship with any director or other officer. “Family relationship” for this purpose means any relationship by blood, marriage or adoption, not more remote than first cousin.

          The business experience during the past five years of each of the directors and executive officers listed above is as follows:

          Paul A. Miller has served as Remington’s Executive Chairman since October 2008. Prior to his appointment as Executive Chairman, Mr. Miller served as our non-executive Chairman of the Board from June 2008 to October 2008. From January 2007 until October 2008, Mr. Miller served as Senior Advisor to Cerberus Operations & Advisory Company, LLC. From January 2006 until January 2007, he served as President of

117



TechExec, Inc. From November 2004 until January 2006, Mr. Miller served as Chief Operating Officer of Velocita Wireless LLC. From prior to 2004 until October 2004, he served as President of TechExec, Inc. Mr. Miller also serves on the board of directors of Freedom Group, Inc., RACI Holding, Inc., The Marlin Firearms Company, Bushmaster Holdings, LLC, Bushmaster Firearms International, LLC, Bushmaster Custom Shop, LLC, DPMS Firearms, LLC, and Tier 1 Group LLC.

          Robert W. Behn has served as a Senior Advisor to our Executive Chairman since June 2008. From prior to 2004 until June 2008, Mr. Behn served as the Chief Executive Officer of The Marlin Firearms Company. Mr. Behn also serves on the board of directors of Freedom Group, Inc., RACI Holding, Inc., and The Marlin Firearms Company.

          Bobby R. Brown has served as a director of Remington since prior to 2004. Mr. Brown also serves on the board of directors of Freedom Group, Inc., RACI Holding, Inc., Delta Trust and Bank and Patriot Coal Company, Inc. In addition, Mr. Brown serves on the compensation committee of Delta Trust and Bank and the executive committee and the compensation committee of Patriot Coal Company, Inc.

          Grant Gregory has been employed by Cerberus Operations & Advisory Company since 2005. From prior to 2004 until 2005, Mr. Gregory was employed with Gregory & Hoenemeyer Investments. Mr. Gregory also serves on the board of directors of Freedom Group, Inc., RACI Holding, Inc., and Chrysler, LLC.

          General Michael W. Hagee (Ret.) served as the 33 rd Commandant of the Marine Corps from prior to 2004 until November 2006 and retired January 1, 2007. General Hagee (Ret.) also serves on the board of directors of Freedom Group, Inc., RACI Holding, Inc., Bushmaster Holdings, LLC, DPMS Firearms, LLC, IAP World Wide Services and National Interest Security Co. LLC.

          General George A. Joulwan (Ret.) has served as President of One Team, Inc. since prior to 2004. He has been retired from the United States Army since prior to 2004. General Joulwan (Ret.) also serves on the board of directors of Freedom Group, Inc., RACI Holding, Inc., Bushmaster Holdings, LLC, General Dynamics Corporation, Alion, nGRAIN and IAP World Wide Services.

          George Kollitides has been employed with Cerberus since 2004, and is presently a Managing Director. From prior to 2004 until joining Cerberus, he was President and Managing Director of TenX Capital Management. Mr. Kollitides was appointed by the Board to serve as a member of the Compensation Committee, the Audit committee and the Executive Committee. Mr. Kollitides also serves on the board of directors of Freedom Group, Inc., RACI Holding, Inc., The Marlin Firearms Company, Bushmaster Holdings, LLC, Bushmaster Firearms International, LLC, DPMS Firearms, LLC, IAP World Wide Services, Rafaella Apparel Group, Inc. and Tier 1 Group.

          Walter McLallen has served as a Managing Director of Meritage Capital Advisors since January 2004. Prior to January 2004, Mr. McLallen was a Managing Director at CIBC World Market (“CIBC”). Mr. McLallen also serves on the board of directors of Freedom Group, Inc., RACI Holding, Inc., The Marlin Firearms Company and Bushmaster Holdings, LLC.

          Scott Parker joined Cerberus in March 2006 as Chief Financial Officer of Cerberus Operations and Advisory Company. From prior to 2004 until March 2006, he served in various finance and operational roles at GE and GE Capital. Mr. Parker also serves on the board of directors of Freedom Group, Inc., RACI Holdings, Inc. and Traxis, BV.

          James J. Pike has served as Chief Executive Officer of CTA Acoustics, Inc., and Maul Technology since prior to 2004. In addition, he served as Chief Executive Officer for Thermafiber, Inc. from prior to 2004 until August 2007 and served as Chief Executive Officer of Wise Manufacturing from prior to 2004 until December 2007. Mr. Pike also serves on board of directors of Freedom Group, Inc., RACI Holding, Inc., the Lindsey Wilson College Board of Trustees and the Board of Ducks Unlimited, Inc.

          Edward H. Rensi has been an owner and Chief Executive Officer of Team Rensi Motorsports since prior to 2004. Team Rensi Motorsports partnered with Bobby Hamilton Jr. and became Rensi Hamilton Racing, effective January 1, 2009. Prior to 2004, Mr. Rensi served as President and Chief Executive Officer of McDonald’s U.S.A. Mr. Rensi also serves on the board of directors of Freedom Group, Inc., RACI Holding, Inc., Great Wolf Resorts, Inc., International Speedway Corporation and Snap-On Incorporated.

118



          Madhu Satyanarayana joined Cerberus in 2005 as an Investment Professional. From prior to 2004 until 2005, he was an Investment Banking Analyst at UBS Investment Bank. Mr. Satyanarayana also serves on the board of directors of Freedom Group, Inc., RACI Holding, Inc. and The Marlin Firearms Company.

          Frank A. Savage has served as a Managing Director for Lazard Freres & Co. LLC since prior to 2004. Mr. Savage also serves on the board of directors of Freedom Group, Inc. and RACI Holding, Inc.

          George Zahringer III has served as Managing Director at Deutsche Bank AG since June 2008. From prior to 2004 until June 2008, he served as a Senior Managing Director at Bear Stearns & Co. Inc. Mr. Zahringer also serves on the board of directors for Freedom Group, Inc., RACI Holding, Inc., Chrysler, LLC and NewPage Corporation.

          Theodore H. Torbeck has served as Remington’s Chief Executive Officer since March 14, 2009. Mr. Torbeck served as President of Remington from March 4, 2009 until March 14, 2009 and served as its Chief Operating Officer from February 2008 until March 2009. From prior to 2004 until his employment with Remington, Mr. Torbeck had been an employee of General Electric Company serving in various positions, including the Vice President Operations of GE Industrial from October 2006 until November 2007, President and Chief Executive Officer of GE Rail Services from October 2004 until October 2006, and Vice President and General Manager – Global Supply Chain of GE Aircraft Engines from prior to 2004 until September 2004.

          Thomas L. Millner served as Remington’s Chief Executive Officer and a director from May 2007 until March 13, 2009 when he announced that he was terminating his employment with Remington and resigning as a member of the Board and the Executive Committee, effective immediately. From prior to 2004 until May 2007, he served as President, Chief Executive Officer and a director of Remington and RACI Holding, Inc. Mr. Millner also serves on the board of directors of Stanley Furniture Co., Inc., LazyDays RV SuperCenter, Bushnell Outdoor Products, and U.S. Sportsmen’s Alliance.

          Stephen P. Jackson, Jr . has served as Remington’s Chief Financial Officer, Treasurer and Corporate Secretary since May 2007. From April 2006 until May 2007, Mr. Jackson served as Senior Vice President, Chief Financial Officer, Treasurer, and Corporate Secretary of Remington. From June 2005 until April 2006, he served as Remington’s Senior Vice President – Finance and Service Operations, Treasurer, and Corporate Secretary. From prior to 2004 until June 2005, he served as Vice President – Finance, Treasurer, and Corporate Secretary of Remington.

          E. Scott Blackwell has served as Remington’s Chief Sales Officer since January 2009. From July 2007 until January 2009, he served as President, Global Sales and Marketing of Remington. From September 2006 until July 2007, he served as President and Chief Sales and Marketing Officer of Bushmaster Firearms International LLC. From prior to 2003 until September 2006, Mr. Blackwell served as Division Manager and Executive Vice President of Law Enforcement of Beretta USA Corp.

          John M. Dwyer, Jr. has served as Remington’s Chief Technology Officer since August 2008. From October 2007 until August 2008, he served as Remington’s Senior Vice President of Brand Management and Product Development. From prior to 2004 until October 2007, he served as Remington’s Vice President – Sales and Marketing.

          Igor Popov has served as Remington’s Chief Supply Chain Officer since September 2008. From June June 2007 until September 2008, he served as Remington’s Chief Restructuring Officer. From December 2006 until June 2007, Mr. Popov served as an associate of Cerberus Operations and Advisory Company. From September 2005 until December 2006, he served as a self-employed consultant to APW, Ltd. Mr. Popov was employed as the President of Stolper, LLC from February 2004 until July 2005, and was Principal Consultant for TRG from prior to 2004 until February 2004.

          Jeffrey B. Costantin joined Remington in November 2007 as Chief Information Officer. From July 2004 until November 2007, he served in various information technology positions with Cerberus companies. From prior to 2004 until July 2004, Mr. Costantin was employed as a Senior Consultant with SBI Enteris Inc.

           Marc Hill joined Remington as Chief Marketing Officer in January 2009. From February 2006 until May 2008, he served as President of Techtronic Industries. From prior to 2004 until January 2006, Mr. Hill served as Vice President of Marketing for Newell/Rubbermaid.

119



          Fredric E. Roth, Jr. joined Remington as General Counsel in June 2008. From prior to 2004 until May 2008, he served as General Counsel and Secretary of Siemens VDO Automotive Corporation.

Involvement in Certain Regulatory Proceedings

          In March 2004, following a prolonged process during which Mr. McLallen disputed the foundation of the allegations made by the New York Stock Exchange, Inc. (the “NYSE”), and without admitting or denying guilt, Mr. McLallen settled a disciplinary proceeding (the “Settlement”) resulting from a Stipulation of Facts and Consent to Penalty that he entered into with the Division of Enforcement of the NYSE. The Settlement was related to personal stock trades that Mr. McLallen made in 2001 in the aggregate amount of almost $44,000 while he was employed at CIBC. The NYSE stipulated that (i) Mr. McLallen was in possession of material non-public information regarding a possible restatement of financial statements for a particular company, and (ii) he avoided losses of approximately $28,000 by selling that company’s common stock in August 2001. Additionally, the NYSE stipulated that Mr. McLallen, when asked by CIBC regarding his sale of such common stock, made an omission of a material fact by failing to disclose to CIBC all of the facts relating to his recent dealings with the company. Pursuant to the Settlement, Mr. McLallen consented to findings that he engaged in conduct inconsistent with just and equitable principles of trade, and without admitting or denying any of the findings of fact (around which significant controversy existed), agreed to a censure, a fine of $25,000, and a six month bar from membership, allied membership, approved person status and from employment or association in any capacity with any NYSE member or member organization. The six month bar expired in November 2004.

Audit Committee Composition

          The Company has a separately designated standing audit committee established in accordance with Section 3(a) (58) (A) of the Exchange Act. The Audit Committee, which currently consists of Bobby R. Brown, Chairman, George Kollitides II, and Walter McLallen, has the authority and responsibility, among other things, to recommend to the Board the selection of one or more independent registered public accounting firms; to approve the fees paid to the independent registered public accounting firm; to discuss with the independent registered public accounting firm the results of the annual audit and quarterly reviews; to review and evaluate the systems of internal control over financial reporting, compliance with laws and regulations, and operational efficiency and effectiveness; and to make reports to the Board periodically with respect to its findings.

Audit Committee Financial Expert

          Remington’s board of directors has determined that in its judgment, Bobby R. Brown is an independent director and qualifies as an “audit committee financial expert” in accordance with the applicable rules and regulations of the SEC. An audit committee financial expert is a person who has (1) an understanding of generally accepted accounting principles and financial statements; (2) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (3) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by Remington’s financial statements, or experience actively supervising one or more persons engaged in such activities; (4) an understanding of internal control over financial reporting; and (5) an understanding of audit committee functions.

Code of Ethics

          Remington has a code of ethics that applies to all salaried employees and members of the Board of Directors. Our code of ethics, referred to as “Business Ethics Policy and Procedures” is publicly available on our website under Investor Relations at www.remington.com and is available in print to any stockholder who requests it. Remington will disclose on the Investor Relations page on its website any amendments and waivers with respect to the code of ethics that would otherwise be required to be disclosed under Item 5.05 of Form 8-K.

120


EDGAR® is a federally registered trademark of the U.S. Securities and Exchange Commission. EDGAR®Online is not affiliated with or approved by the U.S. Securities and Exchange Commission.