Pottery Barn 2012 Annual Report Download - page 117

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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 last amended and restated by the Board on March 28, 2013. The Compensation Committee
Charter is available on the company’s website at www.williams-sonomainc.com and 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,
reviews total compensation of the Chief Executive Officer, 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 executives;
• 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;
• Appoints, sets the compensation of, and determines independence of any compensation consultant or
other advisor retained; 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. During fiscal 2012, the Incentive Award Committee
consisted of Laura J. Alber and Sharon L. McCollam, until Ms. McCollam’s retirement. Thereafter, Laura J.
Alber and Patrick J. Connolly served as members of the Incentive Award Committee. The Compensation
Committee also delegated to Adrian D.P. Bellamy, the Chairman of the Compensation Committee, the authority
to grant equity to certain non-executive employees within a stated budget in connection with the company’s
annual equity grant.
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 by the Compensation Committee annually and includes
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