Pottery Barn 2009 Annual Report Download - page 101

How are the directors compensated?
Directors do not presently receive any cash compensation for their service on our Board or Board committees. As
their exclusive compensation relating to Board and Board committee service, non-employee directors are
awarded equity grants. During fiscal 2009, these equity grants were made in the form of restricted stock units.
Directors receive dividend equivalent payments with respect to outstanding restricted stock unit awards. These
restricted stock units vest on the earlier of one year from the date of grant or the day before the next regularly
scheduled annual meeting. The number of restricted stock units granted will be determined by dividing the total
monetary value of each award, as identified in the following table, by the closing price of our common stock on
the trading day prior to the grant date, rounding down to the nearest whole share:
Value of Restricted Stock Unit Awards
Initial Election to the Board ....................................... $184,000
Annual Grant for Board Service(1) ................................. $170,000
Annual Grant for Service as Lead Independent Director(1) .............. $ 25,000
Annual Grant to Chairperson of the Audit and Finance Committee(1) ...... $ 41,000
Annual Grant to Chairperson of the Compensation Committee(1) ......... $ 16,500
Annual Grant to Chairperson of the Nominations and Corporate Governance
Committee(1) ................................................ $ 16,500
(1) Awarded on the date of the Annual Meeting so long as the non-employee director has been serving on the
Board for at least three months.
In addition to the equity awards described above, we reimburse travel expenses related to attending our Board,
committee or business meetings and offer discounts on our merchandise to all non-employee directors and their
spouses.
We have approved a share ownership policy for non-employee directors. Each non-employee director must hold,
by the later of the 2012 Annual Meeting or the fifth anniversary of such director’s initial election to the Board,
20,000 shares of the company’s common stock. The share ownership requirement may be filled by shares held
outright by the director (or immediate family member in the household), shares held in trust for the benefit of the
director (or immediate family member in the household), or restricted stock units held by the director.
Non-Employee Director Compensation During Fiscal 2009
The following table shows the compensation provided to our non-employee directors during fiscal 2009:
Fees Earned
or Paid in
Cash ($)
Stock
Awards ($)(1)
Option Awards
($)
Non-Stock
Incentive Plan
Compensation
($)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation
($)(2)(3) Total ($)
Adrian D.P. Bellamy . . . — $211,490(4) — — — $25,706(5)(6) $237,196
Adrian T. Dillon ...... — $210,991(7) — — — $ 9,036(8)(9) $220,027
Anthony A. Greener . . . — $169,997(10) — — — $ 5,536(11)(12) $175,533
Ted W. Hall .......... — $169,997(13) — — — $10,099(14)(15) $180,096
Michael R. Lynch ..... — $186,493(16) — — — $ 9,307(17)(18) $195,800
Richard T. Robertson . . — $169,997(19) — — — $10,238(20)(21) $180,235
David B. Zenoff ...... — $169,997(22) — — — $10,232(23)(24) $180,229
(1) Based on the fair market value of the award granted in fiscal 2009, which is calculated by multiplying the closing price
of our stock on the trading day prior to the grant date by the number of units granted. The number of restricted stock
units granted is determined by dividing the total monetary value of each award, as identified in the preceding table, by
the closing price of our common stock on the trading day prior to the grant date, rounding down to the nearest whole
share.
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