Pottery Barn 2008 Annual Report Download - page 108
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Do we have a Lead Independent Director?
Yes. On February 23, 2009, the Board adopted a Lead Independent Director charter, and on March 20, 2009, the
independent directors appointed Adrian Bellamy to serve as our Lead Independent Director. Mr. Bellamy will
serve a one-year term in this capacity unless his term is shortened due to his departure from the Board or removal
by our directors.
The Lead Independent Director’s responsibilities include presiding over all meetings of the Board at which the
Chairman is not present, including executive sessions of independent directors, leading the Board’s succession
planning process for our Chief Executive Officer, calling meetings of the independent directors when necessary,
serving as the principal liaison between the non-employee directors and the Chairman on sensitive issues, and
serving as a liaison for consultation and communication with shareholders as needed.
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. During fiscal 2008, the executive sessions were led by the chairperson of the
Nominations and Corporate Governance Committee of the Board, Michael Lynch. Executive sessions in the
future will be led by our Lead Independent Director.
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 2008 Annual Meeting?
No. All of the incumbent directors were elected at the 2008 Annual Meeting.
Information Regarding the Director Nominees
The following table sets forth information, as of March 27, 2009, with respect to each director nominee. Each
director nominee furnished the biographical information set forth in the table.
Executive Officers:
Nominee
Director
Since Position with the Company and Recent Business Experience
W. Howard Lester .........
Age 73
1979 • Chairman and Chief Executive Officer since July 2006
• Chairman, 1986 – 2006
• Chief Executive Officer, 1979 – 2001
Patrick J. Connolly ........
Age 62
1983 • Executive Vice President, Chief Marketing Officer since 2000
• Executive Vice President, General Manager, Catalog, 1995 – 2000
• Director, CafePress.com since 2007
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