Bed, Bath and Beyond 2007 Annual Report Download - page 46

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BED BATH& BEYOND PROXY STATEMENT
44
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The following is a discussion and analysis of our compensation programs as they apply to our executive officers named in the
Summary Compensation Table below.
Compensation Philosophy and Objectives
The Compensation Committee has developed and implemented compensation policies, plans and programs to provide competitive
compensation opportunities with a significant component of actual payments being dependent on the Company’s performance
results and enhancements to shareholder value. The Committee considers the total compensation package (earned or potentially
available, including benefits) in establishing each element of compensation.
The policies, plans and programs are designed to meet the following objectives:
• Attract and retain highly qualified executives
• Be competitive with other major U.S. retail peer companies
• Reward corporate and individual performance
• Align the interests of executives and shareholders
• Promote the balance of annual and long-term results
Role of the Compensation Committee
The Compensation Committee provides overall guidance for our executive compensation policies and determines the amounts
and elements of compensation for our named executive officers, which are our Co-Chairmen, Chief Executive Officer, President
and Chief Financial Officer, as well as for certain other key officers. The Compensation Committee charter provides that the
Committee shall (i) consider and determine all matters relating to the compensation of the Co-Chairmen and the Chief Executive
Officer, and (ii) consider and determine, in consultation with the Co-Chairmen and the Chief Executive Officer, all matters relating
to the compensation of other executive officers of the Company. No executive may be present during voting or deliberations with
respect to matters relating to such executive’s compensation. The Compensation Committee charter is available on our website at
www.bedbathandbeyond.com under the Investor Relations section.
The Compensation Committee currently consists of three members of our Board of Directors, Mr. Adler and Mses. Morrison and
Stoller, all of whom are “independent” as defined by the NASDAQ listing standards and the applicable tax and securities rules and
regulations. The Compensation Committee meets on a regular basis for various reasons as outlined in its charter.
Methodology
In making its determinations with respect to executive compensation, the Compensation Committee has periodically engaged the
services of compensation consultants. The Compensation Committee has the authority to retain, terminate and set the terms of
the Company’s relationship with any consultants and any other outside advisors who assist the Committee in carrying out its
responsibilities. In 2004, the Compensation Committee engaged Hewitt Associates LLC, a compensation consulting firm, to under-
take a comprehensive study of the Company’s compensation programs (the “Hewitt Study”). Hewitt Associates assisted the
Compensation Committee at that time in redesigning the Company’s compensation programs and provided information with
respect to executive compensation at companies with the same levels of revenues and earnings as the Company. In the spring of
2007, the Compensation Committee consulted Exequity LLP for a general review in determining compensation for our named
executive officers and received from Exequity LLP advice that the compensation of our named executive officers was still consis-
tent with the market.