Pottery Barn 2011 Annual Report Download - page 136

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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 22, 2012. 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 B. The Compensation Committee Charter is also available in print to any stockholder 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 total compensation and approves the bonus, equity and any other benefits or perquisites to be
provided to the Chief Executive Officer based on this evaluation;
• Reviews and makes recommendations to the independent directors on the Board on any base salary
adjustments for the Chief Executive Officer. The independent directors on the Board determine any such
base salary adjustments;
• Reviews recommendations made by the Chief Executive Officer regarding compensation for named
executive officers and other senior executives, makes any adjustments to the recommendations of the
Chief Executive Officer, and approves the compensation for the named executive officers and other
senior executive officers. Each of the named executive officers during fiscal 2011 is listed in the
Summary Compensation Table appearing in this Proxy Statement on page 26;
• Considers the views of stockholders on executive compensation matters, including stockholder proposals,
advisory votes, communications with proxy advisory firms and related matters;
• 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;
• Administers the company’s incentive compensation and other equity-based plans; and
• Assesses on an annual basis, potential material risk to the company from its compensation programs and
policies, including incentive and commission plans at all levels.
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. The Compensation Committee reappointed Laura Alber
and Sharon L. McCollam as members of the Incentive Award Committee on February 23, 2011. Following Ms.
McCollam’s retirement, the Compensation Committee appointed Patrick J. Connolly as a member of the
Incentive Award Committee on March 21, 2012. The Compensation Committee has delegated to the Incentive
Award Committee the ability to grant equity awards under the company’s 2001 Long-Term Incentive Plan to
non-executive officer employees with a corporate rank at or below Senior Vice President. The Chief Executive
Officer believes it is important to provide our associates with long-term incentive vehicles that are directly linked
to stockholder return. Granting equity-based incentives aligns the interests of our associates with those of our
stockholders and reinforces the company’s pay-for-performance strategy. This delegation is reviewed annually
and includes limitations on the number of shares subject to the grants (both on an individual basis and in the
aggregate). Reports of awards made by the Incentive Award Committee are included in the materials presented at
the Compensation Committee’s regularly scheduled meetings.
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