Pottery Barn 2005 Annual Report Download - page 94

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We also annually grant to the chairperson of the Audit and Finance Committee an option to purchase 3,000
shares of our common stock and to the chairpersons of the Compensation Committee and the Nominations and
Corporate Governance Committee an option to purchase 1,000 shares of our common stock. The exercise price
of these options is equal to the fair market value of our common stock on the date of the option grant. These
options granted to our non-employee directors and committee chairpersons vest one year from the date of grant.
In addition, we reimburse travel expenses related to attending Board, committee or our business meetings and
offer discounts on our merchandise to all non-employee directors and their spouses.
Does the Board hold executive sessions?
It is the Board’s policy to have a separate meeting time for independent directors, typically during the regularly
scheduled Board meetings. The executive sessions are led by the chairperson of the Nominations and Corporate
Governance Committee of the Board, an independent director. The chairperson of the Nominations and
Corporate Governance Committee is currently Michael R. Lynch.
Are there any family or other special relationships among the director nominees and our executive
officers?
No. There are no family or special relationships between any director nominee or executive officer and any other
director nominee or executive officer. There are no arrangements or understandings between any director
nominee or executive officer and any other person pursuant to which he or she has been or will be selected as our
director and/or executive officer.
Were any incumbent directors not elected at the 2005 Annual Meeting?
Yes. David B. Zenoff was appointed to the Board on August 17, 2005. Dr. Zenoff was identified by the Chairman
of our Board, and his candidacy was reviewed by the Nominations and Corporate Governance Committee and the
full Board.
Information Regarding the Director Nominees
The following table sets forth information, as of March 24, 2006, with respect to each director nominee. Each
director nominee furnished the biographical information set forth below.
Executive Officers:
Nominee
Director
Since Position with the Company and Recent Business Experience
W. Howard Lester .....
Age 70
1979 • Chairman since 1986
• Chief Executive Officer, 1979 – 2001
• Director of Harold’s Department Stores, Inc. (retail sales)
Edward A. Mueller ....
Age 58
1999 • Chief Executive Officer since 2003
• President and Chief Executive Officer, Ameritech (telecommunications),
2000 – 2002
• President, SBC International Operations (telecommunications),
1999 – 2000
Patrick J. Connolly ....
Age 59
1983 • Executive Vice President, Chief Marketing Officer since 2000
• Executive Vice President, General Manager, Catalog, 1995 – 2000
6