Pottery Barn 2007 Annual Report Download - page 122

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COMPENSATION DISCUSSION AND ANALYSIS
Our Compensation Discussion and Analysis addresses:
• the members and role of our Compensation Committee;
• our process for determining executive compensation;
• our executive compensation philosophy and policies;
• our fiscal 2007 named executive officer compensation decisions;
• the underlying rationale for these decisions; and
• how these decisions were made.
Who serves on the Compensation Committee?
The Compensation Committee consisted of Adrian D.P. Bellamy and Richard T. Robertson from January 29,
2007 until May 16, 2007. From May 16, 2007 through October 31, 2007, the Compensation Committee consisted
of Mr. Bellamy, Mr. Robertson and Anthony A. Greener. Since November 1, 2007, the Compensation Committee
has consisted of Mr. Bellamy, Mr. Robertson, Mr. Greener and Ted W. Hall. Mr. Bellamy serves as Chairman of
the Compensation Committee. The Board for fiscal 2007 determined that each member of the Compensation
Committee was independent under the NYSE rules as currently in effect, was an outside director as such term is
defined with respect to Section 162(m) of the Internal Revenue Code and was a non-employee director under
Section 16(b) of the Securities Exchange Act of 1934. None of the committee members has ever served as an
officer of the company.
How many times did the Compensation Committee meet during fiscal 2007?
The Compensation Committee held a total of four meetings during fiscal 2007. At certain of these meetings, the
Chief Executive Officer made recommendations with respect to the compensation arrangements for other
executives and with respect to the structure and terms of those officers’ target bonuses and equity-based
compensation. However, the Chief Executive Officer did not participate in the portions of the meetings during
which his own compensation was deliberated and established. The Compensation Committee met in executive
session without management present at each meeting in fiscal 2007.
What is the role of the Compensation Committee with respect to executive compensation?
The Compensation Committee administers the company’s compensation programs, including compensation
arrangements and equity plans. The Compensation Committee’s role is detailed in the Compensation Committee
Charter, which was amended and restated by the Board on March 15, 2006. The Compensation Committee
Charter is available on the company’s website at www.williams-sonomainc.com and is attached to this Proxy
Statement as Exhibit A. The Compensation Committee Charter is also available in print to any shareholder who
requests it. Specifically, the Compensation Committee:
• Reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive
Officer, evaluates the Chief Executive Officer’s performance in light of those goals and objectives, and
reviews and approves the level of compensation, including base salary, bonus, equity compensation and
any other benefits or perquisites to be provided to the Chief Executive Officer based on this evaluation;
• Reviews, makes recommendations to the Board regarding, and approves, as appropriate, compensation
for executive officers other than the Chief Executive Officer. Each of the named executive officers during
fiscal 2007 is listed in the Summary Compensation Table appearing in this Proxy Statement;
• Reviews, makes recommendations to the Board regarding, and approves, as appropriate, general
compensation goals and guidelines for the company’s employees;
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