Bed, Bath and Beyond 2007 Annual Report Download - page 41

BED BATH& BEYOND PROXY STATEMENT
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How are directors compensated?
The following table provides compensation information for each member of our Board of Directors during fiscal 2007, other
than Warren Eisenberg, Leonard Feinstein and Steven H. Temares, each of whom is a named executive officer of the Company and
none of whom received any additional compensation for his service as a director of the Company.
Annual director fees for fiscal 2007 were $40,000 and paid at a rate of $10,000 each fiscal quarter. In addition, directors serving on
standing committees of the Board of Directors were paid, on a quarterly basis, as follows: each member of the Audit Committee
received an additional $10,000 per year; each member of the Compensation Committee received an additional $7,500 per year;
and each member of the Nominating and Corporate Governance Committee, other than the Lead Director, received an additional
$5,000 per year. As Lead Director, Mr. Eppler received an additional $15,000 annually in director fees. Directors have the right to
elect to receive all or fifty percent of their fees in stock or cash. In addition to the fees above, each director received an automatic
grant of restricted stock under the Company’s 2004 Incentive Compensation Plan with a fair market value on the date of the
Company’s Annual Meeting of Shareholders during such fiscal year (the average of the high and low trading prices on such date)
equal to $40,000, such restricted stock to vest on the last day of the fiscal year of grant provided that the director remains in
office until such date. The following table provides director compensation information for fiscal year 2007.
Director and Committee Fees for Fiscal Year 2007
Fees Earned or Stock Total
Name Paid in Cash ($) Awards ($) ($)
Klaus Eppler 55,000 40,000 95,000
Dean S. Adler 57,500 (1) (2) 40,000 97,500
Stanley F. Barshay 50,000 (3) 40,000 90,000
Patrick R. Gaston 40,000 (3) 40,000 80,000
Jordan Heller 50,000 (3) 40,000 90,000
Robert S. Kaplan 40,000 (1) 40,000 80,000
Victoria A. Morrison 52,500 40,000 92,500
Fran Stoller 52,500 40,000 92,500
(1) All of these director fees were paid in shares of Common Stock of the Company pursuant to the Bed Bath & Beyond Plan to Pay Directors
Fees in Stock and the number of shares was determined (in accordance with the terms of such plan) as described in footnote (3).
(2) $10,000 of the director fees paid to Mr. Adler in fiscal 2007 were in respect of his services as a member of the Audit Committee.
In April 2008, Mr. Gaston replaced Mr. Adler on the Audit Committee.
(3) Fifty percent of these director fees were paid in shares of Common Stock of the Company pursuant to the Bed Bath & Beyond Plan to Pay
Directors Fees in Stock and the number of shares was determined (in accordance with the terms of such plan) based on the fair market
value per share on the second business day following the announcement of the Company’s financial results for its fiscal third quarter, which
was $26.26 per share, the average of the high and low trading prices on January 7, 2008.
Director and Committee Fees for Fiscal Year 2008
In light of the increasing time commitment and demands required of the Company’s directors and upon the recommendation of
the executive officer directors, the Company’s Board of Directors has determined to increase director compensation for fiscal 2008.
Annual director compensation for all directors, other than Messrs. Eisenberg, Feinstein and Temares, was increased to a fee of
$50,000, payable at the rate of $12,500 per quarter, and an automatic grant of $50,000 of restricted stock under the Company’s
2004 Incentive Compensation Plan at the fair market value on the date of the Annual Meeting of Shareholders (the average of
the high and low trading prices on such date), such restricted stock to vest on the last day of the fiscal year of grant provided
that the director remains in office until such date. The additional fees payable to directors serving on standing committees of the
Board of Directors and to the Lead Director remain unchanged. Each director will continue to have the right to elect to receive all
or fifty percent of his or her fees (other than the grant of restricted stock) in cash or stock pursuant to the Bed Bath & Beyond
Plan to Pay Directors Fees in Stock.