Pottery Barn 2011 Annual Report Download - page 103

compensation and equity grants as identified in the following table. During fiscal 2011, the 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 the equity grant 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
Cash Compensation for Initial Election to the Board ......................... $ 92,000
Equity Grant for Initial Election to the Board ............................... $ 92,000
Annual Cash Compensation for Board Service(1) ............................ $ 92,500
Annual Equity Grant for Board Service(2) ................................. $ 92,500
Annual Cash Compensation to Chairman of the Board(1) ..................... $150,000
Annual Equity Grant to Chairman of the Board(2) ........................... $150,000
Annual Cash Compensation to Chairperson of the Audit and Finance
Committee(1) ...................................................... $ 20,500
Annual Equity Grant to Chairperson of the Audit and Finance Committee(2) ...... $ 20,500
Annual Cash Compensation to Chairperson of the Compensation Committee(1) . . . $ 12,500
Annual Equity Grant to Chairperson of the Compensation Committee(2) ......... $ 12,500
Annual Cash Compensation to Chairperson of the Nominations and Corporate
Governance Committee(1) ............................................ $ 8,250
Annual Equity Grant to Chairperson of the Nominations and Corporate Governance
Committee(2) ...................................................... $ 8,250
(1) The annual cash compensation is 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. Such compensation is paid in quarterly
installments so long as the non-employee director continues to serve on the Board at the time of such
payments.
(2) The annual equity grant is 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 committee meeting they attended for committees of which they are a member.
Directors also received reimbursement for travel expenses related to attending our Board, committee or business
meetings. Non-employee directors and their spouses receive discounts on our merchandise.
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.
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