Bed, Bath and Beyond 2007 Annual Report Download - page 42

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BED BATH& BEYOND PROXY STATEMENT
40
Director Independence
The Board of Directors, upon the advice of the Nominating and Corporate Governance Committee, has determined that each of
Mses. Morrison and Stoller and Messrs. Adler, Barshay, Eppler, Gaston, Heller and Kaplan are “independent directors” under the
independence standards set forth in The NASDAQ Stock Market’s Marketplace Rule 4200(a)(15). This determination was based on
the fact that each of these directors is not an executive officer or employee of the Company or any other individual having a rela-
tionship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director. This independence assessment is analyzed annually in both fact and appearance to promote
arms-length oversight.
In making its independence determinations, the Board of Directors considered transactions occurring since the beginning of fiscal
2005 between the Company and entities associated with the independent directors or members of their immediate family. In each
case, the Board of Directors determined that, because of the nature of the director’s relationship with the entity and/or the
amount involved, the relationship did not impair the director’s independence. The Board of Director’s independence determina-
tions included reviewing the following relationships:
• Mr. Adler is a principal or executive officer of several private equity funds, each with broad commercial real estate
holdings. During the Company’s 2005 and 2006 fiscal years, some of such funds had among their investments interests
in entities which held real estate, portions of which were leased to the Company or its subsidiaries for the operation
of stores, and the Company currently plans to enter into leases for two store locations with one of such entities.
The Company also leases certain store locations from Developers Diversified Realty Corp. (or its affiliates), on whose
Board of Directors Mr. Adler serves.
• Mr. Barshay is an executive officer of Schering-Plough Consumer HealthCare Products, which manufactures a wide
variety of consumer goods (available for sale at many retail outlets), some of which are purchased by the Company for
resale in the ordinary course of business.
• Mr. Eppler is a (non-equity) pensioned partner of Proskauer Rose LLP, which has received fees for legal services from the
Company during the past three fiscal years and which is continuing to provide legal services to the Company during
fiscal 2008.
• Mr. Gaston is the President of Verizon Foundation, the philanthropic entity of Verizon Communications Inc. The
Company purchases a portion of its telecommunications services from Verizon Communications Inc. on terms and
pricing generally available to Verizon customers.
• Mr. Kaplan is a Senior Director of The Goldman Sachs Group, Inc., which receives commissions in connection with the
Company’s stock repurchase program.
• Ms. Morrison was a partner of Riker, Danzig, Scherer, Hyland & Perretti LLP during fiscal 2006 and 2005. This firm has
received fees for legal services from the Company during the past three fiscal years.
No such director was a partner or owned more than a 10% equity interest in, or was an executive officer of, any of the business
or professional entities described above during such entity’s last fiscal year in a case where the Company made payments to such
entity that exceeded 1% of such entity’s consolidated gross revenues during such fiscal year.
Information about Committees of the Board; Compensation Committee Interlocks and Insider Participation
All members of the Audit, Compensation, and Nominating and Corporate Governance Committees are considered independent
pursuant to applicable SEC and NASDAQ rules. None of the members of the Compensation Committee was (i) during the past fis-
cal year, an officer or employee of the Company or any of its subsidiaries, or (ii) formerly an officer of the Company or any of its
subsidiaries. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of
directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or
Compensation Committee.
Board Committees
Our Board of Directors has standing Audit, Compensation, and Nominating and Corporate Governance Committees. Information
about each of these Committees follows.