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MATTERS RELATING TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR COMPENSATION AND STOCK OWNERSHIP
Fiscal 2015 Non-Employee Director Compensation Table
The following table sets forth a summary of the compensation with respect to the fiscal year ended February 28, 2015, for
services rendered in all capacities to Pier 1 Imports by its non-employee directors:
Name
Fees
Earned or
Paid in
Cash (2)
($)
Stock
Awards (3)
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in Pension
Value and Non-
Qualified Deferred
Compensation
Earnings
($)
All Other
Compensation (4)
($) Total
($)
Claire H. Babrowski $160,000 $ 0 $0 $0 $0 $ 7,500 $167,500
Cheryl A. Bachelder $175,000 $41,531 $0 $0 $0 — $216,531
John H. Burgoyne (1) $ 44,643 $20,726 $0 $0 $0 — $ 65,369
Hamish A. Dodds $150,000 $23,872 $0 $0 $0 — $173,872
Brendan L. Hoffman $150,000 $23,872 $0 $0 $0 $ 0 $173,872
Terry E. London $260,238 $46,036 $0 $0 $0 — $306,274
Cynthia P. McCague $150,000 $20,047 $0 $0 $0 — $170,047
Michael A. Peel $150,000 $39,648 $0 $0 $0 $ 0 $189,648
Ann M. Sardini $167,619 $ 0 $0 $0 $0 $13,000 $180,619
Cece Smith (1) $ 52,083 $12,196 $0 $0 $0 $13,021 $ 77,300
(1) Mr. Burgoyne and Ms. Smith did not stand for re-election to the board of directors at the 2014 annual meeting of shareholders.
(2) This column represents the amount of cash compensation earned in fiscal 2015 for board and committee service. As described in footnote #3 below, certain percentages of this cash
compensation were deferred by certain directors into the Pier 1 Imports’ Director Deferred Stock Unit Program.
(3) This column represents the dollar value of Pier 1 Imports’ 25% match on monthly cash director fees (but not committee chair or chairman fees) deferred by each director into the Pier 1
Imports’ Director Deferred Stock Unit Program. This column also includes dividends paid on DSUs held in his or her account. These amounts were converted to DSUs as shown in the table
below. The dollar amount represents the grant date fair value of such DSUs granted in fiscal 2015 in accordance with the Financial Accounting Standards Board’s Accounting Standards
Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). The number of DSUs 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 was used to calculate the grant date fair value of the DSUs. For dividends, the number of DSUs is calculated using
the closing price of Pier 1 Imports common stock on the dividend payment date.
The following table shows fiscal 2015 DSUs for each non-employee director given his or her deferral percentage and Pier 1 Imports’ match:
Name Deferral
%
Fiscal Year
2015 Fees
Deferred
($)
DSUs
Converted
from
Deferred
Fees
(#)
DSUs
Converted
from 25%
Company
Match
(#)
Dividends
Deferred
During
Fiscal
Year 2015
($)
DSUs
Converted
from
Deferred
Dividends
(#)
Aggregate
DSUs
Owned at
Fiscal 2015
Year-End
(#)
Claire H. Babrowski 0% $ 0 0 0 $ 0 0 0
Cheryl A. Bachelder 100% $175,000 11,698 2,507 $ 4,031 262 25,035
John H. Burgoyne (a) 50% $ 22,321 1,268 317 $15,145 857 0
Hamish A. Dodds 50% $ 75,000 5,014 1,253 $ 5,122 332 25,115
Brendan L. Hoffman 50% $ 75,000 5,014 1,253 $ 5,122 332 25,115
Terry E. London 10% $ 26,024 1,755 251 $42,286 2,732 179,098
Cynthia P. McCague 50% $ 75,000 5,014 1,253 $ 1,297 84 9,019
Michael A. Peel 100% $150,000 10,027 2,507 $ 2,148 140 16,163
Ann M. Sardini 0% $ 0 0 0 $ 0 0 0
Cece Smith (a) 0% $ 0 0 0 $12,196 690 0
(a) On June 20, 2014 Mr. Burgoyne was credited with 254,147.67 DSUs, which represented DSUs accrued prior to June, 2014. On July 3, 2014, M. Burgoyne was credited with 283.63
DSUs, which represented DSUs accrued in June, 2014. On June 20, 2014 Ms. Smith was credited with 203,962.24 DSUs, which represented DSUs accrued prior to June, 2014.
Ms. Smith did not accrue DSUs in June, 2014. The total balance of both Mr. Burgoyne’s and Ms. Smith’s DSUs were exchanged for an equal number of shares of Pier 1 Imports
common stock and were subsequently delivered to them. The closing price of Pier 1 Imports common stock was $15.18 on June 20, 2014 and $15.74 on July 3, 2014.
14 PIER 1 IMPORTS, INC. 2015 Proxy Statement