Pottery Barn 2013 Annual Report Download - page 130

• Additional factors, including increased responsibilities, succession planning and retention strategy.
The Compensation Committee believes that each factor influences the type and number of shares appropriate for
each individual and that no one factor is determinative.
In determining the long-term incentive grant for the Chief Executive Officer, the Compensation Committee took
into account a number of factors, including the company’s performance and the assessment by the Compensation
Committee of the Chief Executive Officer’s performance.
Equity grants approved by the Compensation Committee in April 2013 were as follows.
Named Executive Officer
Number of
Restricted
Stock Units
Laura J. Alber .................................... 131,307
Julie P. Whalen ................................... 25,323
Sandra N. Stangl .................................. 46,895
Janet M. Hayes ................................... 33,764
Patrick J. Connolly ................................ 20,821
Benefits Provided to Named Executive Officers
All of the benefits offered to our Named Executive Officers are offered broadly to our full-time associates except
that a limited number of company executives are provided with reimbursement of financial consulting services
up to $12,000 annually. The Compensation Committee believes that providing this assistance is prudent given the
complexity of these executives’ compensation and financial arrangements. The value of the benefits offered to
each of the Named Executive Officers is detailed in the Other Annual Compensation from Summary
Compensation Table on page 42. As noted previously, the company does not provide any income tax gross-ups to
Named Executive Officers on any benefits.
Additional Information
Executive Stock Ownership Guidelines
The Compensation Committee has established stock ownership guidelines for our Named Executive Officers,
among others. Executive stock ownership supports the company’s primary objective of creating long-term value
for stockholders by aligning the executives’ interests directly with those of the company’s stockholders. Each
executive is expected to maintain this minimum ownership while employed with us. The guidelines for stock
ownership are:
President and Chief Executive Officer: Five times Base Salary
Other Named Executive Officers: One times Base Salary
The following equity holdings count toward the stock ownership guidelines: shares directly owned by the
executive or his or her immediate family members; shares held in trust or any similar entity benefiting the
executive or the executive’s immediate family; and shares owned through the Williams-Sonoma, Inc. 401(k)
Plan. Unexercised stock appreciation rights, unexercised stock options, and unvested restricted stock units or
other full-value awards do not count towards the stock ownership guidelines listed above.
Executives covered under the ownership guidelines are required to retain at least 50% of the net after-tax shares
received as a result of the release of restricted stock units until the applicable ownership guideline has been
achieved. All of our Named Executive Officers have met or exceeded the applicable guideline for stock
ownership.
In March 2014, the Compensation Committee increased the guidelines for stock ownership for Named Executive
Officers, other than the President and Chief Executive Officer, from one times to two times base salary, effective
March 2015.
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