REI Financial Information

Executive Compensation

With 2012 sales of $1.93 billion, 11,000 plus employees, more than 120 retail stores in numerous states, a leading outdoor Web site www.rei.com, and over 5.1 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 (more than $104 million for 2012) and also makes significant yearly contributions ($4 million in 2012) to support nonprofit programs that are actively taking care of the outdoors and ensuring natural spaces are available for future generations.

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. Executive compensation is guided by REI's Executive Compensation Philosophy.

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.

As part of our commitment to good governance, REI's board of directors annually publishes information on the total compensation of REI's CEO and executive vice presidents. The Summary Compensation Table provides compensation data for the years 2010, 2011 and 2012. 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 companies in the retail industry. Current director compensation is $46,000 per year, with an additional fee of $1,000 per meeting. In recognition of the significant work and responsibilities associated in leading the board, the board's chair receives an additional $10,000 for this service to the co-op. The chairs of the Audit and Finance, Compensation, and Nominating and Governance Committees receive an additional $5,000 per year in recognition of the responsibilities of the positions. Directors are reimbursed for reasonable travel expenses in accordance with the company's travel policy, and receive the same discount privileges on products and services enjoyed by REI employees.