POWER OF ATTORNEY
Published on July 18, 2013
Exhibit 24
Power of Attorney
Know all by these presents, that the undersigned hereby constitute and
appoint each of J. Michael Chu, Scott Dahnke, Marc Magliacano and Dave McPherson
signing singly, the undersigned's true and lawful attorney- in-fact to:
1. execute for and on behalf of the undersigned a Form ID and Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities Exchange Act
of 1934 and the rules; and
2. 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 ID and Form 3, 4 or 5, complete and execute any amendment or
amendments thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority.
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 Restoration Hardware Holdings, Inc., a
Delaware corporation, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys- in-fact.
IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to
be executed as of November 1, 2012.
CATTERTON MANAGING PARTNER VI, L.L.C.
By: CP6 Management, L.L.C.,
its managing member
By: /s/ Scott A. Dahnke
Name: Scott A. Dahnke
Title: Authorized Person
CP HOME HOLDINGS, LLC
By: Catterton Managing Partner VI,
L.L.C.,
its general partner
By: CP6 Management, L.L.C.,
its managing member
By: /s/ Scott A. Dahnke
Name: Scott A. Dahnke
Title: Authorized Person
CP6 MANAGEMENT, L.L.C.
By: /s/ Scott A. Dahnke
Name: Scott A. Dahnke
Title:Authorized Person
/s/ Scott A. Dahnke
Scott A. Dahnke