Pier 1 2010 Annual Report Download - page 105

Non-Employee Director Compensation for the Fiscal Year Ended February 27, 2010
Fees Paid to Directors
Directors who are Pier 1 Imports employees do not receive any compensation for their board activities.
Non-employee directors receive an annual cash retainer of $150,000. In addition, the audit committee chairman and
compensation committee chairman each receive an additional annual cash retainer of $25,000; the nominating and
corporate governance committee chairman receives an additional annual cash retainer of $10,000; and the
non-executive chairman of the board of directors receives an additional annual cash retainer of $75,000. The annual
retainers for fiscal 2010 were paid on March 2, 2009. For fiscal 2010, non-employee directors did not receive stock
option or restricted stock grants or meeting fees.
All of Pier 1 Imports’ non-employee directors participate in Pier 1 Imports’ Director Deferred Stock Unit
Program as set forth in the Pier 1 Imports, Inc. 2006 Stock Incentive Plan and the Pier 1 Imports, Inc. 1999 Stock
Plan. During fiscal 2010, the program provided an optional deferral of up to 100% of the annual cash retainer fees.
Deferred director annual retainer fees (but not committee chair or chairman annual retainers) are matched 25% by
Pier 1 Imports and the total deferred fees and matching contributions are converted into an equivalent value of
deferred stock units (“DSU’s”) up to the 2006 Plan’s maximum calendar year limit of 375,000 units per individual.
Deferred fees plus matching contributions are converted to DSU’s based on the closing price of Pier 1 Imports’
common stock on the day the fees are paid. The DSU’s are credited to an account maintained by Pier 1 Imports for
each non-employee director. Each DSU is the economic equivalent of one share of Pier 1 Imports’ common stock.
Each DSU is eligible to receive dividends payable on Pier 1 Imports’ common stock in additional DSU’s equal to
the dividend per share of common stock divided by the closing price of Pier 1 Imports’ common stock on the
dividend payable date. Pier 1 Imports discontinued its quarterly cash dividend on October 2, 2006. The DSU’s are
settled in shares of Pier 1 Imports’ common stock within five business days after the person ceases to be a member
of the board of directors, except that (i) the DSU’s then credited to such director are subject to adjustment, both as to
deferred stock units and cash fees, for the period of service as a director, and (ii) DSU’s are paid in cash to the
extent applicable plan limitations at such time preclude distributions of Pier 1 Imports’ common stock.
Tom M. Thomas resigned as a director and as non-executive chairman of the board of directors on August 21,
2009. Michael R. Ferrari was elected as non-executive chairman of the board of directors on August 27, 2009.
Given the service of more than a decade by Mr. Thomas to Pier 1 Imports, the board of directors on August 27,
2009 waived Pier 1 Imports’ right to adjust the DSU’s credited to Mr. Thomas with respect to cash fees and deferral
units for the time period following Mr. Thomas’ resignation through the end of the fiscal year.
Fiscal 2010 Non-Employee Director Compensation Table
The following table sets forth a summary of the compensation with respect to the fiscal year ended
February 27, 2010 for services rendered in all capacities to Pier 1 Imports by its non-employee directors:
Name
Fees
Earned
or Paid
in
Cash(1)
($)
Stock
Awards(2)
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in Pension
Value and Non-
Qualified Deferred
Compensation
Earnings
($)
All Other
Compensation(3)
($)
Total
($)
John H. Burgoyne $175,000 $3,750 $0 $0 $0 - $178,750
Michael R. Ferrari $197,912 $3,750 $0 $0 $0 $0 $201,662
Robert B. Holland, III $150,000 $3,750 $0 $0 $0 - $153,750
Karen W. Katz $150,000 $3,750 $0 $0 $0 - $153,750
Terry E. London $175,000 $3,750 $0 $0 $0 - $178,750
Cece Smith $150,000 $3,750 $0 $0 $0 $0 $153,750
Tom M. Thomas
(resigned August 21, 2009)
$225,000 $3,750 $0 $0 $0 $0 $228,750
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