Pier 1 2011 Annual Report Download - page 97

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fiscal 2011 Pier 1 Imports’ management did not retain an outside consultant to recommend the amount or form of
executive or non-employee director compensation.
Each member of the compensation committee is independent.
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. Each member of the
nominating and corporate governance committee is independent.
Directors Attendance at Board and Committee Meetings and at the Annual Meeting of Shareholders
In fiscal 2011, each director attended at least 75% 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 then serving at the time 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 2011 are shown in the table below.
Name
Board of
Directors
Audit
Committee
Compensation
Committee
Executive
Committee
Nominating and
Corporate Governance
Committee
John H. Burgoyne
02/28/2010 to 02/26/2011
06/29/2010 to 02/26/2011
Member Chairman
Member
Hamish A. Dodds(1)
01/18/2011 to 02/26/2011 Member
Michael R. Ferrari
02/28/2010 to 02/26/2011 Non-Executive Chairman Member Chairman Chairman
Brendan L. Hoffman(1)
01/18/2011 to 02/26/2011 Member
Robert B. Holland, III(2)
02/28/2010 to 04/19/2010 Member Member
Karen W. Katz(3)
02/28/2010 to 06/29/2010 Member Member Member
Terry E. London
02/28/2010 to 02/26/2011 Member Chairman Member
Alexander W. Smith
02/28/2010 to 02/26/2011 Member Member
Cece Smith
02/28/2010 to 02/26/2011
06/29/2010 to 02/26/2011
Member Member
Member
Member
Number of Meetings in Fiscal 2011 10 11 7 0 3
(1) On January 18, 2011, the board of directors increased the number of directors comprising the board of directors
from five to seven and elected to the board of directors Messrs. Dodds and Hoffman.
13