Pottery Barn 2010 Annual Report Download - page 160

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 2010 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 2010. Mr. Bellamy serves as Chairman of the Compensation Committee. The Board
determined that, in fiscal 2010, 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 2010?
The Compensation Committee held a total of seven meetings during fiscal 2010, one of which was a telephonic
meeting. The Compensation Committee met in executive session without management present at each meeting in
fiscal 2010 other than the telephonic meeting held on March 16, 2010.
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 September 9, 2010. 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 E. 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 after soliciting input from the other independent directors
on the Board, 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, and other senior executives. Each of
the named executive officers during fiscal 2010 is listed in the Summary Compensation Table appearing
in this Proxy Statement on page 49;
• Reviews, makes recommendations to the Board regarding, and approves, as appropriate, general
compensation goals and guidelines for the company’s employees;
• Approves and authorizes amendments to the company’s incentive compensation and other equity-based
plans, the company’s 401(k) plan and other benefit programs to the extent such amending authority has
been delegated to it by the Board; and
• Administers the company’s incentive compensation and other equity-based plans.
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