Pier 1 2016 Annual Report Download - page 92

Download and view the complete annual report

Please find page 92 of the 2016 Pier 1 annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 140

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140

GOVERNANCE
human resources compensation group, or both, on those
elements of compensation, plus recommended plan design
changes, if any, and a summary of all proposed awards to all
eligible levels of management. The presentations may also include
survey data from a peer group of retail companies for the
compensation committee’s consideration along with studies and
recommendations from outside compensation consultants. At the
meeting during the first month of the fiscal year, the compensation
committee and board of directors consider for approval the fiscal
year compensation with a targeted effective date generally in April.
Implementation of short- and long-term incentive compensation
for the year occurs after approval by the compensation committee
and board of directors.
The compensation committee retained Willis Towers Watson
(formerly Towers Watson) as its executive compensation
consultant for fiscal 2016. In its role as executive compensation
consultant to the compensation committee, Willis Towers Watson
reported directly and was accountable to the compensation
committee. Willis Towers Watson provided market data and
recommendations to the compensation committee for fiscal 2016
regarding base salary, short- and long-term incentive elements of
total executive compensation, and other services as directed by
the committee. The market data was from a peer group of
specialty retailers, all of which were publicly traded at the time the
market data was provided, in addition to data provided by the
Towers Watson 2014 Compensation Data Bank (CDB) Retail/
Wholesale Services Executive Database.Willis Towers Watson did
not provide any other services to Pier 1 Imports during fiscal 2016,
other than providing non-customized survey data used by
management to evaluate employee compensation.
In compliance with SEC and NYSE requirements regarding the
independence of compensation consultants, Willis Towers Watson
has provided the compensation committee with a letter confirming
its independence and the independence of its respective partners,
consultants and employees who advise the compensation
committee on executive compensation matters.
In addition to the compensation committee consultant described
above, Pier 1 Imports’ management may, from time to time, retain
an outside consultant for assistance and guidance in the
formulation of new compensation programs and retirement plans
and the modification of existing compensation programs and
retirement plans. For fiscal 2016, Pier 1 Imports’ management did
not retain an outside consultant to recommend the amount or form
of executive or non-employee director compensation.
Each member of the compensation committee is independent
pursuant to the NYSE independence requirements.
Nominating and Corporate Governance Committee. The
nominating and corporate governance committee is responsible
for considering and making recommendations to the board of
directors regarding nominees for election as directors to the board
and the membership of the various board of directors’
committees. The nominating and corporate governance
committee is also responsible for overseeing corporate
governance matters, including the Pier 1 Imports, Inc. Corporate
Governance Guidelines described above on page 3. Each member
of the nominating and corporate governance committee is
independent pursuant to the NYSE independence requirements.
10 PIER 1 IMPORTS, INC. | 2016 Proxy Statement