Pier 1 2016 Annual Report Download - page 95

GOVERNANCE
option or restricted stock grants. During fiscal 2016, each non-employee director was eligible to participate in the Pier 1 Imports’ Director
Deferred Stock Unit Program, the Pier 1 Imports, Inc. Stock Purchase Plan and the Pier 1 Imports, Inc. Deferred Compensation Plan.
During fiscal 2016, all of Pier 1 Imports’ non-employee directors, other than Mmes. Babrowski and Sardini, participated in Pier 1 Imports’
Director Deferred Stock Unit Program. The program provides an optional deferral of up to 100% of the monthly cash director fees. Deferred
fees (but not committee chair or chairman fees) are matched 25% by Pier 1 Imports and the total deferred fees and matching contributions
are converted into an equivalent value of deferred stock units (“DSUs”) up to a maximum calendar year limit of 375,000 units per individual
(the maximum calendar year limit was raised to 750,000 units per individual when the Pier 1 Imports, Inc. 2015 Stock Incentive Plan was
approved by shareholders on June 25, 2015). Deferred fees plus matching contributions are converted to DSUs based on the closing price
of Pier 1 Imports common stock on the day the fees are payable. The DSUs are credited to an account maintained by Pier 1 Imports for
each non-employee director. Each DSU is the economic equivalent of one share of Pier 1 Imports common stock. Each DSU is eligible to
receive dividends payable on Pier 1 Imports common stock in additional DSUs equal to the dividend per share of common stock divided by
the closing price of Pier 1 Imports common stock on the dividend payable date. The DSUs do not have voting rights. The DSUs will be
exchanged one-for-one for shares of Pier 1 Imports common stock on the date the person ceases to be a member of the board of directors
and the shares will be transferred to the person within five business days of such date, except that DSUs will be settled in cash to the extent
applicable plan limitations at such time preclude issuing Pier 1 Imports common stock.
Mmes. Babrowski and Sardini participated in the Pier 1 Imports, Inc. Stock Purchase Plan during fiscal 2016. The stock purchase plan is
a broad based plan available to all non-employee directors and all eligible employees. The plan provides that non-employee directors
may contribute to the plan all or a portion of their monthly cash director fees. Pier 1 Imports will contribute to the plan an amount equal
to 25% of each non-employee director’s contribution. The contributed funds are used to make monthly purchases of shares of Pier 1
Imports common stock based on the NYSE closing price for Pier 1 Imports common stock on the last trading day of the calendar month.
Shares purchased are allocated to the accounts of participants in proportion to the funds received from each respective account. All
shares in a participant’s account are automatically released to the participant at least once each calendar year without affecting the
participant’s participation in the plan. The participant may hold the released shares in the plan or sell or transfer the released shares. A
participant’s account is credited with all dividends paid on shares held in his or her account and those cash dividends are reinvested
undertheplaninPier1Importscommonstock.
None of the non-employee directors participated in the Pier 1 Imports, Inc. Deferred Compensation Plan in fiscal 2016.
Fiscal 2016 Non-Employee Director Compensation Table
The following table sets forth a summary of the compensation with respect to the fiscal year ended February 27, 2016, for services
rendered in all capacities to Pier 1 Imports by its non-employee directors:
NAME
FEES
EARNED OR
PAID IN
CASH (1)
($)
STOCK
AWARDS (2)
($)
OPTION
AWARDS
($)
NON-EQUITY
INCENTIVE PLAN
COMPENSATION
($)
CHANGE IN
PENSION
VALUE AND
NON-QUALIFIED
DEFERRED
COMPENSATION
EARNINGS
($)
ALL OTHER
COMPENSATION (3)
($)
TOTAL
($)
Claire H. Babrowski $160,000 $ 0 $0 $0 $0 $ 7,500 $167,500
Cheryl A. Bachelder $175,000 $47,247 $0 $0 $0 – $222,247
Hamish A. Dodds $150,000 $27,027 $0 $0 $0 – $177,027
Brendan L. Hoffman $150,000 $27,027 $0 $0 $0 $ 0 $177,027
Terry E. London $275,000 $54,759 $0 $0 $0 – $329,759
Cynthia P. McCague $150,000 $22,477 $0 $0 $0 – $172,477
Michael A. Peel $150,000 $44,425 $0 $0 $0 $ 0 $194,425
Ann M. Sardini $175,000 $ 0 $0 $0 $0 $18,000 $193,000
(1) This column represents the amount of cash compensation earned in fiscal 2016 for board and committee service. As described in footnote 2 below, certain percentages of this cash compensation were
deferred by certain directors into the Pier 1 Imports’ Director Deferred Stock Unit Program.
(2) This column represents the dollar value of Pier 1 Imports’ 25% match on monthly cash director fees (but not committee chair or chairman fees) deferred by each director into the Pier 1 Imports’ Director
Deferred Stock Unit Program. This column also includes dividends paid on DSUs held in his or her account. These amounts were converted to DSUs as shown in the table below. The dollar amount
represents the grant date fair value of such DSUs granted in fiscal 2016 in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation-
Stock Compensation (“FASB ASC Topic 718”). The number of DSUs is calculated using the closing price of Pier 1 Imports common stock on the last trading day of each fiscal month in which the fees
were earned, which price was used to calculate the grant date fair value of the DSUs. For dividends, the number of DSUs is calculated using the closing price of Pier 1 Imports common stock on the
dividend payment date.
(3) See Fiscal 2016 All Other Compensation table below.
PIER 1 IMPORTS, INC. | 2016 Proxy Statement 13