Pottery Barn 2010 Annual Report Download - page 104

How are the directors compensated?
For fiscal 2010, non-employee directors received cash compensation and equity grants for their service on our
Board and Board committees. Each non-employee director received cash compensation equal to 50% of their
annual compensation, as identified in the following table, and equity grants equal to 50% of their annual
compensation. During fiscal 2010, these equity grants were made in the form of restricted stock units. Directors
received 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 was determined by dividing the total monetary
value of each award, equal to 50% of the annual compensation 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 Annual Compensation
Initial Election to the Board ............................................. $184,000
Annual Compensation for Board Service(1) ................................ $185,000
Annual Compensation to Chairman of the Board(1) .......................... $300,000
Annual Compensation to Chairperson of the Audit and Finance Committee(1) ..... $ 41,000
Annual Compensation to Chairperson of the Compensation Committee(1) ........ $ 25,000
Annual Compensation 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 compensation described above, non-employee directors received cash attendance compensation
in the amount of $2,000 for each minuted committee meeting they attended. Directors also received
reimbursement for travel expenses related to attending our Board, committee or business meetings and discounts
on our merchandise to all non-employee directors and their spouses.
The Board has approved a share ownership policy. 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, at least $400,000
worth of shares of company stock. In the event a director holds at least $400,000 worth of shares of company
stock during the required time period, but the value of such director’s shares decreases below $400,000 due to a
drop in the company’s stock price, the director shall be deemed to have complied with this policy so long as the
director does not sell shares of company stock. If a director has not complied with this policy during the required
time period, then the director may not sell any shares until such director holds at least $400,000 worth of shares
of company stock.
Non-Employee Director Compensation During Fiscal 2010
The following table shows the compensation provided to our non-employee directors during fiscal 2010:
Fees Earned
or Paid in
Cash ($)
Stock
Awards ($)(1)
Option Awards
($)
Non-Stock
Incentive Plan
Compensation
($)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation
($) Total ($)
Adrian D.P. Bellamy . . . $203,250 $254,975(2) — — — $35,273(3)(4) $493,498
Adrian T. Dillon ...... $ 98,750 $112,985(5) — — — $29,134(6)(7) $240,869
Anthony A. Greener . . . $ 81,375 $ 92,493(8) — — — $ 4,856(9)(10) $178,724
Ted W. Hall ......... $ 89,375 $ 92,493(11) — — — $ 5,825(12)(13) $187,693
Michael R. Lynch ..... $ 95,563 $100,742(14) — — — $17,223(15)(16) $213,528
Richard T. Robertson . . $ 83,375 $ 92,493(17) — — — $ 8,709(18)(19) $184,577
David B. Zenoff ...... $ 75,375 $ 92,493(20) — — — $16,796(21)(22) $184,664
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