Restoration Hardware 2012 Annual Report Download - page 33

agreements for the named executive officers, the compensation committee considers the other benefits to which
the officer is entitled by the agreement, including compensation payable upon termination of the agreement under
a variety of circumstances. The compensation committee’s goal is to award compensation that is reasonable
when all elements of potential compensation are considered.
Compensation Committee Review of Compensation
The compensation committee reviews compensation elements and amounts for named executive officers on
an annual basis, at the time of a promotion or other change in level of responsibilities, as well as when
competitive circumstances or business needs may require.
In making compensation decisions in the future with respect to our named executive officers, we expect that
we will use the services of a third-party compensation consultant to assist us with determining compensation
levels for our named executive officers and we will gather information that includes a report of benchmark data
for executive positions for similar companies, including summaries of base salary, annual cash incentive plan
opportunities and awards and long-term incentive award values.
Our Chief Executive Officer will provide compensation recommendations to the compensation committee
for executives other than himself based on data described above and the other considerations mentioned in this
Compensation Discussion and Analysis. The compensation committee will recommend a compensation package
that is consistent with our compensation philosophy strategically positioned above the median of the peer group
and competitive with other leading retail organizations. The compensation committee will then discuss these
recommendations with our Chief Executive Officer and may with respect to certain elements of our
compensation programs make a recommendation to our board of directors, which our board of directors will
consider and approve, if appropriate.
The compensation committee will consider input from our Chief Executive Officer and our Chief Financial
Officer when setting financial objectives for our incentive plans. We also expect that the compensation
committee in determining compensation will consider input from our Chief Executive Officer (for persons other
than for himself) regarding benchmarking and recommendations for base salary, annual incentive targets and
other compensation awards. The compensation committee will likely give significant weight to the judgment of
our Chief Executive Officer when assessing each of the other named executive officer’s individual performance
and determining appropriate compensation levels and incentive awards. The members of our board of directors
(other than the Chief Executive Officer), or the compensation committee, meeting in executive session, will
determine the compensation of the Chief Executive Officer, including his annual incentive targets.
Compensation Committee Report
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis set
forth above with our management. Based on its review and discussions, the committee recommended to our
board of directors that the Compensation Discussion and Analysis be included in this proxy statement.
Submitted by the compensation committee of the board of directors of Restoration Hardware Holdings, Inc.:
J. Michael Chu
William Forrest
(Mr. Mottola does not appear as a signatory to this compensation committee report because he was
appointed to the compensation committee in May 2013 and therefore was not a member of the compensation
committee during any portion of fiscal 2012.)
Accounting and Tax Considerations
In determining which elements of compensation are to be paid, and how they are weighted, we also take into
account whether a particular form of compensation will be deductible under Section 162(m) of the Code.
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Proxy Statement