Pier 1 2009 Annual Report Download - page 110

meeting of shareholders. Committee memberships, the number of meetings of the full board and each
committee, and each director’s dates of service for fiscal 2009 are shown in the table below.
Nominating and
Board of Audit Compensation Executive Corporate Governance
Name Directors Committee Committee Committee Committee
John H. Burgoyne ......... Member Chairman
03/02/2008 to 02/28/2009
Michael R. Ferrari ......... Member Member Chairman
03/02/2008 to 02/28/2009
Robert B. Holland, III ...... Member Member
03/02/2008 to 02/28/2009
Karen W. Katz ............ Member Member Member
03/02/2008 to 02/28/2009
Terry E. London .......... Member Chairman
03/02/2008 to 02/28/2009
Alexander W. Smith ........ Member Member
03/02/2008 to 02/28/2009
Cece Smith .............. Member Member Member
03/02/2008 to 02/28/2009
Tom M. Thomas .......... Chairman Chairman Member
03/02/2008 to 02/28/2009
Number of Meetings in Fiscal
2009 .................. 13 11 5 0 2
Non-Employee Director Compensation for the Fiscal Year Ended February 28, 2009
Fees Paid to Directors
Directors who are Pier 1 Imports employees do not receive any compensation for their board
activities. Each director who is not a Pier 1 Imports employee receives an annual cash retainer of
$150,000. In addition, the audit committee chairman and compensation committee chairman each
receive an additional annual cash retainer of $25,000; the nominating and corporate governance
committee chairman receives an additional annual cash retainer of $10,000; and the non-executive
chairman of the board of directors receives an additional annual cash retainer of $75,000. During fiscal
2009, the annual retainers were paid on April 11, 2008 for the period March 2, 2008 through
December 31, 2008 and on January 2, 2009 for the period January 1, 2009 through February 28, 2009.
Non-employee directors do not receive stock option or restricted stock grants or meeting fees.
All of Pier 1 Imports’ non-employee directors participate in Pier 1 Imports’ Director Deferred
Stock Unit Program as set forth in the Pier 1 Imports, Inc. 2006 Stock Incentive Plan and the Pier 1
Imports, Inc. 1999 Stock Plan. During fiscal 2009, the program provided an optional deferral of up to
100% of the annual retainer fees. Deferred director annual retainer fees (but not committee chair or
chairman annual retainers) are matched 25% by Pier 1 Imports and the total deferred fees and
matching contributions are converted into an equivalent value of deferred stock units (‘‘DSU’s’’) up to
the 2006 Plan’s maximum calendar year limit of 375,000 units per individual. Deferred fees plus
matching contributions are converted to DSU’s based on the closing price of Pier 1 Imports’ common
stock on the day the fees are paid. The DSU’s are credited to an account maintained by Pier 1 Imports
for each non-employee director. Each DSU is the economic equivalent of one share of Pier 1 Imports’
common stock. Each DSU is eligible to receive dividends payable on Pier 1 Imports’ common stock in
additional DSU’s equal to the dividend per share of common stock divided by the closing price of
12