Pottery Barn 2011 Annual Report Download - page 106

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Did the company evaluate risks relating to its executive and non-executive compensation programs?
Our Compensation Committee is responsible for monitoring our compensation policies and programs relative to
all our employees, including non-executive officers, for potential risks that are reasonably likely to have a
material adverse effect on our company. In performing its duties, the Compensation Committee regularly reviews
and discusses potential risks that could arise from our employee compensation plans and programs with our
management and the Committee’s independent compensation consultant. The Compensation Committee is
responsible for reporting to the Board any material risks associated with our compensation plans and programs,
including recommended actions to mitigate such risks.
For fiscal 2011, the Compensation Committee retained an independent consultant, Frederic W. Cook & Co. or
Cook & Co., to identify and assess the risk inherent in the company’s compensation programs and
policies. Accordingly, Cook & Co. evaluated the company’s executive and non-executive compensation
programs for such risk and the mechanisms in our programs designed to mitigate these risks. Among other
things, Cook & Co. reviewed our pay philosophy, forms of incentives, performance metrics, balance of cash and
equity compensation, balance of long-term and short-term incentive periods, compensation governance practices,
and equity grant administration practices. Based on the assessment, Cook & Co. concluded that the company’s
compensation programs and policies do not create risks that are reasonably likely to have a material adverse
effect on our company.
Does the Board hold executive sessions?
It is the Board’s policy to have a separate meeting time for independent directors, typically during the regularly
scheduled Board meetings. During fiscal 2011, executive sessions were led by our Chairman of the Board,
Mr. Bellamy.
Are there any family or other special relationships among the director nominees and our executive
officers?
No. There are no family or special relationships between any director nominee or executive officer and any other
director nominee or executive officer. There are no arrangements or understandings between any director
nominee or executive officer and any other person pursuant to which he or she has been or will be selected as our
director and/or executive officer.
Does the Chief Executive Officer serve on the board of directors of any other company?
No, the Chief Executive Officer does not serve on the board of directors of any other company.
Were any incumbent directors not elected at the 2011 Annual Meeting?
All of the director nominees at the 2011 Annual Meeting were elected by stockholders. Since the 2011 Annual
Meeting, the Board of Directors has elected three additional directors, Rose Marie Bravo, Mary Ann Casati and
Lorraine Twohill, each of whom are standing for election by our stockholders for the first time. Ms. Bravo and
Ms. Casati were each recommended as a director nominee by a non-management director. Ms. Twohill was
recommended as a director nominee by our Chief Executive Officer.
Are any incumbent directors not standing for re-election at the 2012 Annual Meeting?
No. All of the incumbent directors are standing for re-election at the 2012 Annual Meeting.
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