Obagi Medical Products (OMPI)

Compensation Committee.   The compensation committee currently consists of Messrs. Badie (chairman), Fitzgibbons, and Grant. The Board has determined that Mr. Badie and Mr. Grant are independent under the rules of the Nasdaq Stock Market. The Board has determined that Mr. Fitzgibbons is not an independent director because he is a partner of Stonington Partners, Inc. and the Company made payments to Stonington Partners, Inc. or its affiliates for property and services during one or more of the last three fiscal years that exceeded the greater of 5% of Stonington Partners, Inc.’s consolidated gross revenues for such year, or $200,000, and such payments did not fall into an excepted category. Mr. Fitzgibbons was a member of the compensation committee prior to the Company’s initial public offering and the Board kept him on the compensation committee despite his not being independent because of his knowledge of the Company and its past compensation practices. In general, Nasdaq requires that the compensation committee be comprised only of independent directors. However, pursuant to the phase-in rules of the Nasdaq Stock Market, Mr. Fitzgibbons may remain on the compensation committee until December 13, 2007, one year from the effective date of the Company’s initial public offering. Mr. Fitzgibbons will resign from the compensation committee no later than December 13, 2007.

The primary duties and responsibilities of the compensation committee are to oversee our overall compensation structure, policies and practices, and assess whether our compensation structure establishes appropriate incentives for management and employees, to administer our incentive-compensation and equity-based compensation plans, to review and approve corporate goals and objectives relevant to the compensation of our chief executive officer and set the compensation of other executive officers, officers, employees, consultants and advisors, to review the performance of such individuals in order to determine appropriate compensation, and to prepare an annual report to the Company’s stockholders on executive compensation and review the Company’s Compensation Discussion and Analysis. The compensation committee may delegate its authority to set the compensation of non-officer employees and consultants to officers and other appropriate Company supervisory personnel. The chief executive officer makes

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recommendations to the compensation committee regarding appropriate goals and objectives relevant to the compensation and performance of the other executive officers.

The compensation committee has the authority to select and engage, at the Company’s expense, such outside consultants, legal counsel and other advisors as it determines necessary and advisable to assist it in the performance of its functions, including the sole authority to retain and terminate any compensation consultant and to approve the consultant’s fees and other retention terms. The compensation committee has not retained any outside consultants, legal counsel or other advisors.