About REI

Executive Compensation

With 2008 sales of more than $1.4 billion, 8,000 plus employees, more than 100 retail stores in numerous states, a leading outdoor Web site www.rei.com, and over 3.7 million active members, REI is a large business that requires talented and skilled employees at all levels of the company.

REI is one of the country's largest and most successful outdoor retailers and is widely recognized as a leader in integrated multi-channel sales. Through its success, REI annually returns millions of dollars to co-op members through member refunds ($72.7 million for 2008) and also makes significant yearly contributions ($3.7 million in 2008) supporting conservation efforts and outdoor recreation programs, and helping give youth opportunities to enjoy the outdoors.

REI's executive compensation is overseen by the board of directors through its Compensation Committee. The Compensation Committee reviews REI's total compensation programs, which include base pay, bonuses, and benefits, for corporate officers of the company. The committee's objectives are to encourage achievement of the company's goals by providing compensation directly tied to individual and company performance within the context of the co-op's values, operating principles, and strategic plan.

The committee establishes competitive compensation policies, guidelines, plans, and programs that will attract and retain talented and dedicated staff. These efforts are pursued with the goal of ensuring REI's continued health for the benefit of members, employees, and the communities in which REI does business.

Of the 13 REI board members, 12 are independent REI members. This means they are not employed by the company in any way. The 13th member, REI's President and CEO, serves as a director by virtue of her position. The Compensation Committee is composed of independent directors appointed from the board. The Compensation Committee directly employs the services of an independent compensation consultant to challenge, confirm, and advise on compensation data developed by REI's Human Resources professionals.

REI's pay philosophy for executives is to target base pay at the median of the labor market for similar jobs. Each year the company reviews its executive compensation compared to the market through an array of sources that includes pay studies for different industries and sectors. The sporting goods/outdoor retail sector and the general retail sector are both included in the studies.

Because REI is a cooperative, the company cannot provide its executives with stock options or other forms of equity. REI's officers participate in an annual cash bonus plan (in which virtually all REI employees participate) and a cash-based long-term incentive plan. The cash bonus plan rewards the REI team for the co-op's annual performance while the long-term incentive plan is designed to reward executives for the co-op's sustained performance (three-year) for sales growth and return on capital. Additional information on the Executive Compensation Philosophy (PDF) is available on this site.

As part of our committment to good governance, REI's Board of Directors annually publishes information on the total compensation of REI's top four highest paid employees. This group is the CEO, the CFO (who is also the Chief Administrative Officer), and REI's executive vice-presidents. The Summary Compensation Table (PDF) provides compensation data for the years 2006, 2007 and 2008. This information is updated annually.

Board of Directors Compensation

While the board's annual compensation is set using the same process as that followed for all REI employees, the directors' cash compensation is set below the market median for companies of similar size and complexity. In determining compensation, the company uses surveys and comparative data sets for directors of equivalent-sized organizations, including cooperatives. Current director compensation is $35,000 per year, with an additional fee of $1,000 per meeting or conference call. The chair of the board and the chairs of the Audit and Finance, Compensation, and Nominating and Governance Committees receive an additional $5,000 per year in recognition of the additional commitment and responsibilities of the positions. Directors are reimbursed for reasonable travel expenses and also receive the same discount privileges enjoyed by REI employees.