Pier 1 2015 Annual Report Download - page 104

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ITEMS OF BUSINESS TO BE ACTED UPON AT THE MEETING
merchandising and selling products in a fast moving consumer goods environment, as well as on strategy, talent and
organizational development.
MICHAEL A. PEEL
Mr. Peel, age 65, is being nominated for his second consecutive term on the board of directors. During fiscal 2015, Mr. Peel
served as a member of the compensation committee and nominating and corporate governance committee. He was elected a
Yale University Officer in October 2008 and currently serves as vice president, human resources and administration. He brings to
the board extensive human resources and broad business expertise and public company board experience. Previously Mr. Peel
spent 17 years at General Mills, a global manufacturer and marketer of consumer food products, where he was last executive
vice president of human resources and global business services. Mr. Peel originally joined General Mills as senior vice president,
worldwide human resources in 1991. From 1977 to 1991, Mr. Peel served in various capacities for PepsiCo, Inc., including as
senior vice president, human resources for PepsiCo Worldwide Foods from 1987 to 1991, and as senior vice president, human
resources for the Pepsi-Cola Bottling Group from 1984 to 1987. Mr. Peel has served on the board of directors of Select Comfort
Corporation since 2003 and is currently chair of its compensation and management development committee.
ANN M. SARDINI
Ms. Sardini, age 65, is being nominated for her second consecutive term on the board of directors. During fiscal 2015,
Ms. Sardini served as a member and chair of the audit committee. Her 20 plus years serving in senior financial management
positions for branded consumer products and media companies brings an extensive multi-faceted experience to the board.
Currently, she serves in a consulting and advisory capacity to early and mid-stage companies. From 2002 until her retirement in
2012, Ms. Sardini served as the chief financial officer of Weight Watchers International, Inc. She served as chief financial officer
of Vitamin Shoppe.com, Inc. from 1999 to 2001, and as executive vice president and chief financial officer for the Children’s
Television Workshop from 1995 to 1999. In addition, Ms. Sardini held finance positions ranging from controller to chief financial
officer at QVC, Inc., Chris Craft Industries, and the National Broadcasting Company. Ms. Sardini currently serves on the board of
directors of TreeHouseFoods, Inc. where she is lead independent director and serves on its compensation committee, and
where she previously served as audit committee chair, and as a member of its nominating and governance committee.
Ms. Sardini also currently serves on the advisory boards of LearnVest.com, and on the board of directors of Promise Project
Fund for the City of New York.
ALEXANDER W. SMITH
Mr. Smith, age 62, is being nominated for his tenth consecutive term on the board of directors, and has served on the board of
directors since joining Pier 1 Imports as president and chief executive officer in February 2007. Mr. Smith has over 30 years of
retail and international branding experience. Prior to joining Pier 1 Imports, Mr. Smith served as Group President of the TJX
Companies, Inc., where he oversaw the operations and development of Home Goods, Marshalls, and TJ Maxx plus a number of
corporate functions. He was instrumental in the development of the TK Maxx stores in Great Britain and ran its international
operations. Mr. Smith also has served as a director of Papa John’s International, Inc., including service as chairman of its
compensation committee and as a member of its audit committee, and has served as a director of Tumi Holdings, Inc. since
December 2013. Mr. Smith’s employment agreement provides that, at all times during the employment period, Pier 1 Imports will
use its reasonable efforts to cause the board of directors, or an authorized committee thereof, to nominate Mr. Smith for election
to the board of directors at each annual meeting of shareholders of Pier 1 Imports held during the employment period, and, if
nominated, to cause the board of directors to recommend his election to the shareholders of Pier 1 Imports.
The board of directors unanimously recommends a vote “For” the election of each of the above-named
nominees as a director.
PROPOSAL NO. 2 — To Approve the Pier 1 Imports, Inc. 2015 Stock Incentive
Plan
On April 2, 2015 the board of directors unanimously adopted the Pier 1 Imports, Inc. 2015 Stock Incentive Plan, subject to
shareholder approval.
22 PIER 1 IMPORTS, INC. 2015 Proxy Statement