Restoration Hardware 2012 Annual Report Download - page 15

of all of the stock awards made to Ms. Chaya recorded in connection with the Reorganization, computed in
accordance with FASB ASC 718. See Note 12—Stock-Based Compensation to our audited consolidated
financial statements.
(b) Reflects the aggregate grant date fair value of the grants of options to purchase 95,600 shares of common
stock made in fiscal 2012, computed in accordance with FASB ASC 718. See Note 12—Stock-Based
Compensation to our audited consolidated financial statements.
(4) Mr. Wilson resigned from our board of directors in October 2012.
THE BOARD AND ITS COMMITTEES
There are three primary committees of our board of directors: the audit committee, the compensation
committee and the nominating committee. Our board of directors has delegated various responsibilities and
authorities to these different committees, as described below and in the committee charters. The board
committees regularly report on their activities and actions to the full board of directors. Each member of the audit
committee, the compensation committee and the nominating committee was appointed by our board of directors.
Each of the board committees has a written charter approved by our board of directors and available on our
website at www.ir.restorationhardware.com, by clicking on “Corporate Governance.”
The following table shows our current directors, their independence status, their roles on our board of
directors and its committees, and the number of meetings our board of directors and each of its committees held
in fiscal 2012. The two members of the compensation committee also held several informal meetings during
fiscal 2012.
Director Independent Board Audit Compensation Nominating
Carlos Alberini No
Eri Chaya No
J. Michael Chu No
Mark Demilio Yes
William Forrest No
Thomas Mottola Yes
Barry Sternlicht Yes
Number of Meetings in Fiscal 2012 6 4 2 0
= Member = Chair
Audit Committee
The audit committee is responsible for, among other matters: (1) appointing, compensating, retaining,
evaluating, terminating and overseeing our independent registered public accounting firm; (2) discussing with
our independent registered public accounting firm the independence of its members from its management;
(3) reviewing with our independent registered public accounting firm the scope and results of their audit;
(4) approving all audit and permissible non-audit services to be performed by our independent registered public
accounting firm; (5) overseeing the financial reporting process and discussing with management and our
independent registered public accounting firm the interim and annual financial statements that we file with the
SEC; (6) reviewing and monitoring our accounting principles, accounting policies, financial and accounting
controls and compliance with legal and regulatory requirements; (7) establishing procedures for the confidential
anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; and
(8) reviewing and approving related-person transactions.
Our audit committee consists of Mr. Demilio and Mr. Mottola. Rule 10A-3 of the Exchange Act and NYSE
rules require us to have at least three audit committee members, all of whom are independent, within one year of
the date of the listing of our common stock on the NYSE. Our board of directors has affirmatively determined
that Mr. Demilio and Mr. Mottola meet the definition of “independent director” for purposes of serving on an
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Proxy Statement