Pottery Barn 2011 Annual Report Download - page 144

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In determining the type and number of equity awards granted to an individual executive, the Compensation
Committee considered such factors as:
The individual’s performance and contribution to the profitability of the company;
The type and number of awards previously granted to an individual;
An individual’s outstanding awards;
The vesting schedule of the individual’s outstanding awards;
The relative value of awards offered by comparable companies to executives in comparable positions to
fairly benchmark awards of different sizes and type;
Internal equity between positions within the company;
The appropriate mix between long-term incentive awards and other types of compensation, such as base
salary and bonus; and
Additional factors, including succession planning and retention of the company’s high-level potential
executives.
The Compensation Committee believes that each of these factors influences the type and number of shares
appropriate for each individual and that no one factor is determinative.
In determining the level of restricted stock unit and stock-settled stock appreciation right grants for named
executive officers other than the Chief Executive Officer, the Compensation Committee took into account the
Chief Executive Officer’s assessment of the performance of the company and the adequacy of compensation
levels of named executive officers. In determining the level of restricted stock unit and stock-settled stock
appreciation right grants for the Chief Executive Officer, in 2011 the Compensation Committee took into account
the performance of the company and the assessment of the independent members of the Board of Directors
concerning the performance of the Chief Executive Officer.
What equity grants were made in fiscal 2011?
At its March 2011 meeting, the Compensation Committee approved equity grants to the named executive officers
consisting of restricted stock units and stock-settled stock appreciation rights. In determining the number and
type of equity grants to be made to the named executive officers, the Compensation Committee considered both
the retention value of granting restricted stock units that provide named executive officers with immediate value
because they have no purchase price (but are subject to vesting) and the benefits to our stockholders of granting
stock-settled stock appreciation rights with value that is tied to sustained long-term stock price performance.
Generally, the Compensation Committee continued to target a range between the 50th and 75th percentile of
target total direct compensation of our peer group.
The equity grants approved at the March 2011 meeting are as follows:
Named Executive Officer
Number of
Restricted
Stock
Units
Number of Stock-
Settled Stock
Appreciation
Rights
Laura J. Alber ...................... 67,010 186,185
Sharon L. McCollam ................ 21,320 59,240
Patrick J. Connolly .................. 15,230 42,315
Richard Harvey .................... 16,450 45,700
Sandra Stangl ...................... 18,275 50,780
50% of the restricted stock units granted to the named executive officers vest on the second anniversary of the
award’s grant date and the remaining 50% of the restricted stock units vest on the fourth anniversary of the
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