Page 10 - EndoProxy2012_final

endo | 100 Endo Boulevard | Chadds Ford, Pennsylvania 19317 4
Nominees
There are nine nominees for election as directors of the
Company to serve until the 2013 Annual Meeting of Stock-
holders of the Company or until their successors are duly
elected and qualified or until his/her earlier death, resigna-
tion or removal. All of the nominees are currently serving as
directors of the Company and were elected to the Board at
the last annual meeting.
The table to the right sets forth the age and position cur-
rently held with the Company of persons nominated by the
Board of Directors for election as directors of the Company.
The proposed nominees for election as directors have con-
firmed that they are each willing to serve as directors of the
Company. If, as a result of circumstances not now known or foreseen, a nominee shall be unavailable or unwilling to serve
as a director, an alternate nominee may be designated by the present Board of Directors to fill the vacancy.
The Board believes that each of the Company’s directors is highly qualified to serve as a mem-
ber of the Board and each has contributed to the mix of skills, core competencies and qualifi-
cations of the Board. When evaluating candidates for election to the Board, the Nominating &
Governance Committee seeks candidates with certain qualities that it believes are important,
including experience, skills, expertise, personal and professional integrity, character, business
judgment, time availability in light of other commitments, dedication, conflicts of interest, those
criteria and qualifications described in each director’s biography below and such other relevant
factors that the Nominating & Governance Committee considers appropriate in the context of
the needs of the Board of Directors. Although not specified in the charter, the Committee also
considers ethnicity and gender when selecting candidates so that additional diversity may be
represented on the Board. Our directors are highly experienced and have diverse backgrounds
and skills as well as extensive track records of success in what we believe are highly relevant po-
sitions. A number of our directors also have served as directors of Endo for many years and the
Company benefits from their knowledge of our history, operations and corporate philosophy.
The Board believes that each director’s service as the Chairman, Vice Chairman, President and
Chief Executive Officer, Executive Vice President & Chief Financial Officer or Senior Executive
of significant companies has provided the directors with skills that are important to serving on
our Board.
Name
Age (as of
May 23, 2012)
Position Currently
Head With the
Company
Roger H. Kimmel 65 Chairman of the Board
John J. Delucca 69 Director
David P. Holveck 66 President, Chief Execu-
tive Officer, Director
Nancy J. Hutson, Ph.D. 62 Director
Michael Hyatt 66 Director
William P. Montague 65 Director
David B. Nash, M.D.,
M.B.A.
56 Director
Joseph C. Scodari 59 Director
William F. Spengler 57 Director
Set forth below
are summaries of
the background,
business experience
and descriptions
of the principal
occupation of each
of the Company’s
current nominees
for election as
directors:
ROGER H. KIMMEL is currently Chairman of the Board of Endo and is chairman of Endo’s Nomi-
nating & Governance Committee and a member of Endo’s Audit Committee and Transactions
Committee. Mr. Kimmel became Chairman of the Board upon the retirement of founder Carol A.
Ammon on May 30, 2007. Mr. Kimmel had been a Director of Algos Pharmaceutical Corporation
since July 1996 and became a Director of Endo following its merger with Algos in July 2000. Mr.
Kimmel has been Vice Chairman of Rothschild Inc., an investment banking firm, since January
2001. Previously, Mr. Kimmel was a partner of the law firm Latham & Watkins for more than five
years. Mr. Kimmel is also a director of PG&E Corporation and Schiff Nutrition International, Inc.
Mr. Kimmel has been Chairman of the Board of Trustees of the University of Virginia Law School
Foundation (not-for-profit) since January 2009. He has been a public speaker on corporate gov-
ernance issues and private equity transactions. Mr. Kimmel brings knowledge of the Company’s
business, history and culture to the Board and the Chairman position. Through his experiences
as Vice Chairman of an international investment banking firm and as a former corporate lawyer,
Mr. Kimmel brings a unique skill set to the Board, including leadership capabilities, business
strategy insight, risk management skills, mergers and acquisition, corporate finance, interna-
tional business and legal expertise. Mr. Kimmel also has extensive corporate governance experi-
ence from his services on other company boards and his previous legal experience.