Pier 1 2015 Annual Report Download - page 94

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MATTERS RELATING TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR COMPENSATION AND STOCK OWNERSHIP
and the modification of existing compensation programs and retirement plans. For fiscal 2015, 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 pursuant to the NYSE independence requirements.
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 corporate governance matters, including the Pier 1 Imports, Inc. Corporate Governance Guidelines
described above under the caption “Matters Relating to Corporate Governance, Board Structure, Director Compensation and
Stock Ownership.” Each member of the nominating and corporate governance committee is independent pursuant to the NYSE
independence requirements.
Director Attendance at Board and Committee Meetings and at the Annual
Meeting of Shareholders
In fiscal 2015, 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 that 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. All directors then serving at the time attended the 2014 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 2015 are shown in the table below.
Name Board of
Directors Audit
Committee Compensation
Committee
Nominating and
Corporate Governance
Committee
Claire H. Babrowski
03/02/2014 to 02/28/2015 Member Member Chair
Cheryl A. Bachelder
03/02/2014 to 02/28/2015 Member Chair
John H. Burgoyne (1)
03/02/2014 to 06/20/2014 Member Member
Hamish A. Dodds
03/02/2014 to 02/28/2015 Member Member
Brendan L. Hoffman
03/02/2014 to 02/28/2015 Member
03/02/2014 to 06/20/2014 Member
06/21/2014 to 02/28/2015 Member
Terry E. London
03/02/2014 to 02/28/2015 Non-Executive Chairman Member
Cynthia P. McCague
03/02/2014 to 02/28/2015 Member Member
06/21/2014 to 02/28/2015 Member
Michael A. Peel
03/02/2014 to 02/28/2015 Member Member Member
Ann M. Sardini
03/02/2014 to 02/28/2015 Member
03/02/2014 to 06/20/2014 Member
06/21/2014 to 02/28/2015 Chair
Alexander W. Smith
03/02/2014 to 02/28/2015 Member
Cece Smith (1)
03/02/2014 to 06/20/2014 Member Chair Member
Number of Meetings in Fiscal 2015 6 12 6 3
(1) Mr. Burgoyne and Ms. Smith did not stand for re-election to the board of directors at the 2014 annual meeting of shareholders.
12 PIER 1 IMPORTS, INC. 2015 Proxy Statement