Pier 1 2010 Annual Report Download - page 104

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programs and retirement plans and the modification of existing compensation programs and retirement plans. For
fiscal 2010 Pier 1 Imports’ management did not retain an outside consultant to determine or recommend the amount
or form of executive or non-employee director compensation.
Executive Committee. The executive committee has the authority to manage 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. The non-executive chairman of the board is chairman of the executive 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 and other corporate governance matters.
Directors Attendance at Board and Committee Meetings and at the Annual Meeting of Shareholders
In fiscal 2010, each director attended at least 90% of the total number of board of directors meetings and
meetings of the board of directors standing 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 meeting of shareholders. Committee memberships, the
number of meetings of the full board and each standing committee, and each director’s dates of service for fiscal
2010 are shown in the table below.
Name
Board of
Directors
Audit
Committee
Compensation
Committee
Executive
Committee
Nominating and
Corporate Governance
Committee
John H. Burgoyne
03/01/2009 to 02/27/2010 Member Chairman
Michael R. Ferrari(1)
03/01/2009 to 02/27/2010
08/27/2009 to 02/27/2010
Member
Non-Executive Chairman
Member
Chairman
Chairman
Robert B. Holland, III
03/01/2009 to 02/27/2010 Member Member
Karen W. Katz
03/01/2009 to 02/27/2010 Member Member Member
Terry E. London
03/01/2009 to 02/27/2010
10/09/2009 to 02/27/2010
Member Chairman
Member
Alexander W. Smith
03/01/2009 to 02/27/2010 Member Member
Cece Smith
03/01/2009 to 02/27/2010 Member Member Member
Tom M. Thomas(2)
03/01/2009 to 08/21/2009 Non-Executive Chairman Chairman Member
Number of Meetings in Fiscal 2010 11 12 9 0 4
(1) On August 27, 2009, the board of directors elected Mr. Ferrari to serve as the non-executive chairman of the
board of directors. In addition, the board of directors reduced the number of directors comprising the board of
directors from eight to seven.
(2) Mr. Thomas resigned from his positions as director and non-executive chairman of the board of directors on
August 21, 2009.
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