Pottery Barn 2009 Annual Report Download - page 137

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 2009 named executive officer compensation decisions; and
• The underlying rationale for these decisions.
Who serves on the Compensation Committee?
The Compensation Committee consisted of Adrian D.P. Bellamy, Richard T. Robertson, Anthony A. Greener and
Ted W. Hall during fiscal 2009. Mr. Bellamy serves as Chairman of the Compensation Committee. The Board
determined that, in fiscal 2009, 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 2009?
The Compensation Committee held a total of five meetings during fiscal 2009, none of which were telephonic
meetings. The Compensation Committee met in executive session without management present at each meeting
in fiscal 2009.
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 C. 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 named executive officers other than the Chief Executive Officer. Each of the named executive officers
during fiscal 2009 is listed in the Summary Compensation Table appearing in this Proxy Statement on
page 34;
• Reviews, makes recommendations to the Board regarding, and approves, as appropriate, general
compensation goals and guidelines for the company’s employees; and
• Reviews, makes recommendations to the Board regarding, and approves, as appropriate, the
compensation policy for the non-employee directors of the company.
Does the Compensation Committee delegate any of its authority?
Pursuant to its charter, the Compensation Committee may form and delegate authority to subcommittees. The
Compensation Committee does not delegate any of its authority with respect to executive officers and
non-employee directors of the company. However, the Compensation Committee has appointed an Incentive
Award Committee consisting of two of the company’s directors, W. Howard Lester and Patrick J. Connolly. The
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