Pottery Barn 2014 Annual Report Download - page 103

Director Compensation
For fiscal 2014, 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 2014,
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
Annual Cash Compensation for Board Service(1)(2) ......................... $ 66,000
Annual Equity Grant for Board Service(1)(3)(4) ............................. $154,000
Annual Cash Compensation to Chairman of the Board(2) ..................... $200,000
Annual Equity Grant to Chairman of the Board(3) ........................... $200,000
Annual Cash Compensation to Chairman of the Audit and Finance Committee(2) . . $ 25,500
Annual Equity Grant to Chairman of the Audit and Finance Committee(3) ........ $ 25,500
Annual Cash Compensation to Chairman of the Compensation Committee(2) ..... $ 12,500
Annual Equity Grant to Chairman of the Compensation Committee(3) ........... $ 12,500
Annual Cash Compensation to Chairman of the Nominations and Corporate
Governance Committee(2) ............................................ $ 8,250
Annual Equity Grant to Chairman of the Nominations and Corporate Governance
Committee(3) ...................................................... $ 8,250
(1) Effective May 29, 2014, the Board of Directors approved an increase from $185,000 to $220,000 in total
annual compensation, 70% of which is in the form of an equity grant and 30% of which is in cash.
(2) The annual cash 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.
(3) The annual equity grant is awarded on the date of the Annual Meeting.
(4) Directors who are appointed to the Board after the Company’s last Annual Meeting receive an equity grant
on the appointment date on a prorated basis based on the number of days that the director is scheduled to
serve between the appointment date to the Board and the date one year from the prior year’s Annual
Meeting.
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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