Pottery Barn 2013 Annual Report Download - page 103

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Director Compensation
For fiscal 2013, non-employee directors received cash compensation and equity grants for their service on our
Board and the Board committees of which they are a member, as set forth in the table below. During fiscal 2013,
the equity grants were made in the form of restricted stock units. These restricted stock units vest on the earlier of
one year from the date of grant or the day before the next regularly scheduled annual meeting. The number of
restricted stock units granted was determined by dividing the total monetary value of each award, equal to the
equity grant as identified in the following table, by the closing price of our common stock on the trading day
prior to the grant date, rounding down to the nearest whole share. Directors also received dividend equivalent
payments with respect to outstanding restricted stock unit awards.
Value of Annual Compensation
Cash Compensation for Initial Election to the Board ......................... $ 92,000
Equity Grant for Initial Election to the Board ............................... $ 92,000
Annual Cash Compensation for Board Service(1) ............................ $ 92,500
Annual Equity Grant for Board Service(2) ................................. $ 92,500
Annual Cash Compensation to Chairman of the Board(1)(3) ................... $200,000
Annual Equity Grant to Chairman of the Board(2)(3) ......................... $200,000
Annual Cash Compensation to Chairman of the Audit and Finance Committee(1) . . $ 25,500
Annual Equity Grant to Chairman of the Audit and Finance Committee(2) ........ $ 25,500
Annual Cash Compensation to Chairman of the Compensation Committee(1) ..... $ 12,500
Annual Equity Grant to Chairman of the Compensation Committee(2) ........... $ 12,500
Annual Cash Compensation to Chairman of the Nominations and Corporate
Governance Committee(1) ............................................ $ 8,250
Annual Equity Grant to Chairman of the Nominations and Corporate Governance
Committee(2) ...................................................... $ 8,250
(1) The annual cash compensation is awarded on the date of the Annual Meeting so long as the non-employee
director has been serving on the Board for at least three months. Such compensation is paid in quarterly
installments so long as the non-employee director continues to serve on the Board at the time of such
payments.
(2) The annual equity grant is awarded on the date of the Annual Meeting so long as the non-employee director
has been serving on the Board for at least three months.
(3) Effective May 29, 2013, the Nominations and Corporate Governance Committee approved an increase from
$150,000 to $200,000 for each of the annual cash paid and annual equity compensation awarded to the
Chairman of the Board.
In addition to the compensation described above, non-employee directors received cash attendance compensation
in the amount of $2,000 for each committee meeting they attended for committees of which they are a member.
Directors also received reimbursement for travel expenses related to attending our Board, committee or business
meetings. Non-employee directors and their spouses receive discounts on our merchandise.
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