EX-24 DOCUMENT
Published on January 23, 2015
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Karen Boone, Glenda Citragno, Robert Brown, Edward Lee, and Justyna
Lloyd signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) Prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto, and any
other documents necessary or appropriate to obtain codes and passwords
enabling the undersigned to make electronic filings with the SEC of
reports required by Section 16(a) of the Securities Exchange Act of 1934
or any rule or regulation of the SEC;
(2) Execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director or ten percent beneficial
owner of Restoration Hardware Holdings, Inc. (the "Company"), Forms 3,
4, and 5 in accordance with Section 16(a) of the Securities Exchange Act
of 1934 and the rules thereunder;
(3) Do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4, or 5, complete and execute any amendment or
amendments thereto, and timely file such form with the SEC and any stock
exchange or similar authority; and
(4) Take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 22nd day of January 2015.
Signature /s/ Ali Rowghani
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Print Name Ali Rowghani