Pier 1 2012 Annual Report Download - page 95

During fiscal 2012, all of Pier 1 Imports’ non-employee directors, other than Ms. Babrowski, participated in
Pier 1 Imports’ Director Deferred Stock Unit Program. The program provided an optional deferral of up to 100% of
the annual cash 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 a 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 payable. 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 Pier 1 Imports’ common
stock on the dividend payable date. Pier 1 Imports did not pay any dividends in fiscal 2012. The DSU’s do not have
voting rights. The DSU’s will be exchanged one-for-one for shares of Pier 1 Imports’ common stock on the date the
person ceases to be a member of the board of directors and the shares will be transferred to the person within five
business days of such date, except that DSU’s will be settled in cash to the extent applicable plan limitations at such
time preclude issuing Pier 1 Imports’ common stock.
During fiscal 2012, each non-employee director was also eligible to participate in the Pier 1 Imports, Inc.
Deferred Compensation Plan and the Pier 1 Imports, Inc. Stock Purchase Plan, although none of the non-employee
directors chose to participate in either plan in fiscal 2012.
Fiscal 2012 Non-Employee Director Compensation Table
The following table sets forth a summary of the compensation with respect to the fiscal year ended February 25,
2012, for services rendered in all capacities to Pier 1 Imports by its non-employee directors:
Name
Fees
Earned or
Paid in
Cash(1)
($)
Stock
Awards(2)
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in Pension
Value and Non-
Qualified Deferred
Compensation
Earnings
($)
All Other
Compensation(3)
($)
Total
($)
Claire H. Babrowski
(elected March 25, 2011)
$140,714 $ 0 $0 $0 $0 – $140,714
John H. Burgoyne $175,000 $28,125 $0 $0 $0 – $203,125
Hamish A. Dodds $150,000 $18,750 $0 $0 $0 – $168,750
Michael R. Ferrari $228,214 $ 7,500 $0 $0 $0 – $235,714
Brendan L. Hoffman $150,000 $18,750 $0 $0 $0 – $168,750
Terry E. London $175,000 $ 8,438 $0 $0 $0 – $183,438
Cece Smith $156,786 $37,500 $0 $0 $0 – $194,286
(1) This column represents the amount of cash compensation earned in fiscal 2012 for board and committee
service. As described in footnote 2 below, either 0%, 10%, 20%, 25%, 50%, 75% or 100% of this cash
compensation was deferred by each director.
(2) This column represents the dollar value of Pier 1 Imports’ 25% match on director annual cash retainer fees (but
not committee chair or chairman annual retainers) deferred by each director. This amount was converted to
DSU’s as shown in the table below. The dollar amount represents the grant date fair value of such DSU’s
granted in fiscal 2012 in accordance with the Financial Accounting Standards Board’s Accounting Standards
Codification Topic 718, Compensation-Stock Compensation (formerly Statement of Financial Accounting
Standards No. 123R) (“FASB ASC Topic 718”). The number of DSU’s is calculated using the closing price of
Pier 1 Imports’ common stock on the last trading day of each fiscal month in which the fees were earned,
which price also represents the grant date fair value of the DSU’s.
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