Pottery Barn 2014 Annual Report Download - page 147

Grants of Plan-Based Awards
This table sets forth certain information regarding all grants of plan-based awards made to the Named Executive
Officers during fiscal 2014.
Grant
Date
Compensation
Committee
Approval
Date
Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards
Estimated Future
Payouts Under
Equity Incentive
Plan Awards
All
Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
Grant Date
Fair Value
of Stock
and
Option
Awards
($)
Threshold
($)
Target
($)(1)(2)
Maximum
($)(2)
Threshold
(#)
Target
(#)
Maximum
(#)
Laura J. Alber ...... — — — $1,950,000 $10,000,000 — — — — —
4/22/2014 4/18/2014 — — — — — — 47,946(3) $2,999,981
4/22/2014 4/18/2014(4) — — — 55,937 111,874 223,748 — $6,999,956(5)
Julie P. Whalen ..... — — — $ 700,000 $10,000,000 — — — — —
4/22/2014 4/18/2014 — — — — — — 23,014(3) $1,439,986
4/22/2014 4/18/2014(4) — — — 2,876 5,753 11,506 — $ 359,965(5)
Sandra N. Stangl .... — — — $1,100,000 $10,000,000 — — — — —
4/22/2014 4/18/2014 — — — — — — 47,307(3) $2,959,999
4/22/2014 4/18/2014(4) — — — 5,913 11,826 23,652 — $ 739,953(5)
Janet M. Hayes ..... — — — $ 900,000 $10,000,000 — — — — —
4/22/2014 4/18/2014 — — — — — — 31,964(3) $1,999,987
4/22/2014 4/18/2014(4) — — — 3,995 7,991 15,982 — $ 499,997(5)
Patrick J. Connolly . . — — — $ 700,000 $10,000,000 — — — — —
4/22/2014 4/18/2014 — — — — — — 17,030(3) $1,065,567
4/22/2014 4/18/2014(4) — — — 2,128 4,257 8,514 — $ 266,360(5)
(1) Target potential payment for each eligible executive pursuant to our established incentive targets.
(2) To ensure deductibility under our stockholder-approved 2001 Incentive Bonus Plan (intended to qualify as performance-based
compensation under Internal Revenue Code Section 162(m)), the Compensation Committee specified a primary performance goal. For
fiscal 2014, the Compensation Committee established the primary performance goal for the 2001 Incentive Bonus Plan as positive net
cash provided by operating activities as provided on the company’s consolidated statements of cash flows. The Compensation Committee
also set a secondary performance goal to guide its use of discretion in determining whether to reduce bonus amounts from the maximum
available under the 2001 Incentive Bonus Plan; the Compensation Committee typically expects to pay bonuses at target levels if the
secondary performance goal is fully met. For fiscal 2014, the Compensation Committee set the secondary performance goal as an
earnings per share target of $3.20 (excluding extraordinary non-recurring charges, and including any amounts payable to covered
employees under the 2001 Incentive Bonus Plan). As further described in the Compensation Discussion and Analysis beginning on
page 38, in the first quarter of fiscal 2015, the Compensation Committee determined that the 2001 Incentive Bonus Plan’s primary and
secondary performance goals were achieved, but the Compensation Committee elected to apply its discretion in determining to reduce
the actual amount to be paid to the Named Executive Officers under the 2001 Incentive Bonus Plan below the maximum potential
payment.
(3) Grants of restricted stock units.
(4) Grants of performance stock units.
(5) Target potential payout of the performance stock units for each eligible executive pursuant to our established performance criterion.
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