Pottery Barn 2012 Annual Report Download - page 115

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EXECUTIVE COMPENSATION
This section provides important information on our executive compensation program for our “named executive
officers,” who in fiscal 2012 were our Chief Executive Officer, our Chief Financial Officer, our three other most
highly compensated executive officers during fiscal 2012, and our former Chief Financial Officer, Sharon L.
McCollam, who retired effective March 6, 2012. Julie Whalen became our Acting Chief Financial Officer
effective March 6, 2012 and our Chief Financial Officer effective July 27, 2012. Richard Harvey resigned as
President of the Williams-Sonoma brand effective March 20, 2013.
Compensation Discussion and Analysis
Executive Summary
The cornerstone of our executive compensation program is pay for performance. Accordingly, while we pay
competitive base salaries and other benefits, the majority of our named executive officers’ compensation
opportunity is based on incentive pay.
Base Pay
14%
Long-
Term
Incentive
65%
Annual
Incentive
21%
Fiscal 2012 CEO’s Target
Total Direct Compensation
Base Pay
25%
Long-
Term
Incentive
51% Annual
Incentive
24%
Fiscal 2012 Other NEO’s Target
Total Direct Compensation
(Excluding CEO)
Our Compensation Committee, assisted by its independent compensation consultant, Cook & Co., stays informed
of developing executive compensation best practices and strives to implement them. In this regard, our named
executive officer compensation programs include:
• Adopting an annual Say on Pay advisory vote, commencing in 2011 and continuing in this Proxy
Statement, consistent with the direction of 90% of stockholder votes cast in 2011 and consistent with
management’s recommendation to our stockholders;
• Establishing share ownership guidelines for executive officers in 2011;
• Establishing share ownership guidelines for our non-employee directors in 2007;
• Increasing share ownership guidelines for our Chief Executive Officer to five times annual base salary in
2013;
• Providing no golden parachute excise tax gross-up;
• Providing no single-trigger equity compensation vesting on a change of control and instead providing
double-trigger vesting (triggered upon certain terminations of employment following a change of control)
for equity grants made to our named executive officers;
• Prohibiting hedging of company shares by named executive officers and all associates;
21
Proxy