Pier 1 2009 Annual Report Download - page 109

The presentation includes recommendations of Pier 1 Imports’ chief executive officer, human resources
compensation group, or both, on those elements of compensation, plus recommended plan design
changes, if any, and a summary of all awards to all eligible levels of management. That presentation
may also, from time to time, include survey data from a peer group of retail companies for the
compensation committee’s consideration. That data may include studies and recommendations from
outside consultants. Generally, the compensation committee and board of directors consider approval
of the fiscal year compensation in March (the first month of the fiscal year) of each year with a
targeted effective date in April. Implementation of any equity grant portion of the compensation for
the year occurs after board of directors and compensation committee approval. In addition to the
compensation committee consultant described below, Pier 1 Imports’ management may, from time to
time, retain an outside consultant for assistance and guidance in the formulation of new compensation
programs and the modification of existing compensation programs.
During fiscal 2009, the compensation committee retained Towers, Perrin, Forster & Crosby, Inc. as
its executive compensation consultant. In its role as executive compensation consultant, Towers Perrin
reports directly to and is accountable to the compensation committee, which has the authority to hire,
retain, and dismiss its advisor. For fiscal 2009, Towers Perrin provided market data and
recommendations regarding executive perquisites, the base salary, short-term incentive and long-term
incentive elements of total compensation and non-employee director compensation. The market data
was from a peer group of specialty retailers, all of which were publicly traded at the time the market
data was provided.
Executive Committee. The executive committee directs and manages Pier 1 Imports’ business and
affairs in the intervals between board of directors meetings. In doing so, the executive committee has
all of the powers and authority of the full board in the management of Pier 1 Imports’ business, except
for powers or authority that may not be delegated to the executive committee as a matter of law or
that are delegated by the board of directors to another committee.
Nominating and Corporate Governance Committee. The nominating and corporate governance
committee is responsible for considering and making recommendations to the board of directors
regarding nominees for election to the board of directors and the membership of the various board of
directors committees. The nominating and corporate governance committee is also responsible for
overseeing the Pier 1 Imports, Inc. Corporate Governance Guidelines described earlier in this proxy
statement plus other corporate governance matters.
Directors Attendance at Board and Committee Meetings and at the Annual Meeting of Shareholders
In fiscal 2009, each director attended at least 75% of the total number of board of directors
meetings and meetings of the board of directors committee or committees on which he or she served
and which were held during the time of his or her service as a director and/or committee member.
Although Pier 1 Imports has no formal policy on the matter, all directors are encouraged to attend
Pier 1 Imports’ annual meeting of shareholders. Last year, all directors attended Pier 1 Imports’ annual
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