Bed, Bath and Beyond 2007 Annual Report Download - page 47

Download and view the complete annual report

Please find page 47 of the 2007 Bed, Bath and Beyond annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 68

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68

BED BATH& BEYOND PROXY STATEMENT
45
As described below, the aggregate compensation of Messrs. Eisenberg, Feinstein and Temares remained unchanged during fiscal
years 2005, 2006 and 2007, except that Mr. Temares received annual increases of $100,000 in his base salary.
In connection with making its determinations for fiscal 2008, the Compensation Committee conducted a search for an independ-
ent compensation consultant and retained James F. Reda & Associates LLC (“JFR”) to conduct a compensation review for the
named executive officers and certain other officers. JFR had not previously worked with the Company in any capacity. Under the
direction of the Committee, the compensation review included a peer group competitive market review and total compensation
recommendations by JFR.
The methodology used by JFR included reviewing available data based on the Company’s industry, revenue size and financial
performance, as well as data from companies from various industries with a chairman among its named executive officers who is
also a founder in light of the fact that the Company’s Co-Chairmen are its Co-Founders. The principal peer group developed by JFR
(“Peer Group 1”), upon which it based its recommendations, consisted of 18 companies that are the Company’s direct competitors,
retailing companies of similar size or retailing companies with founders/chairmen positions. Peer Group 1 consisted of the follow-
ing companies:
Barnes & Noble, Inc. Pier 1 Imports, Inc.
The Bon-Ton Stores, Inc. Retail Ventures, Inc.
Dillard’s, Inc. Ross Stores, Inc.
Family Dollar Stores, Inc. Saks Incorporated
Jones Apparel Group, Inc. Starbucks Corporation
Kohl’s Corporation Stein Mart, Inc.
Macy’s, Inc. Target Corporation
Nordstrom, Inc. The TJX Companies, Inc.
J.C. Penney Company, Inc. Williams-Sonoma, Inc.
JFR also based its recommendations on a peer group of 14 companies from various industries with a chairman among its named
executives who is also a founder. The latter peer group (“Peer Group 2”) consisted of the following companies:
Affiliated Computer Services, Inc. Dollar Tree, Inc.
Apollo Group, Inc. Harman International Industries, Incorporated
Barnes & Noble, Inc. Hovnanian Enterprises, Inc.
CBS Corporation Jones Apparel Group, Inc.
Clear Channel Communications, Inc. Pilgrim’s Pride Corporation
D.R. Horton, Inc. Pulte Homes, Inc.
Dell Inc. Starbucks Corporation
The peer group analyses prepared by JFR used public company proxy statements, third party industry compensation surveys and
other publicly available information.
JFR advised that the current aggregate compensation for Messrs. Eisenberg and Feinstein, as Co-Chairmen, and Mr. Temares,
as Chief Executive Officer, for the Company’s 2007 fiscal year was in the 73rd percentile of Peer Group 1. JFR also advised that the
aggregate recommended compensation for these top three named executives for fiscal 2008 is at the 73rd percentile of Peer
Group 1 and the 61st percentile in a calculation which compares total senior executive compensation of the Peer Group 1
companies against their latest fiscal year net income as a percentage of sales.
JFR further advised that the current aggregate compensation for Mr. Temares for the Company’s 2007 fiscal year was in the 65th
percentile of Peer Group 1, and that the current aggregate compensation for Messrs. Eisenberg and Feinstein (i.e., the combined
compensation for both of such executives) for fiscal 2007 was in the 88th percentile of Peer Group 2.
The Committee determined that the aggregate compensation for the top three named executive officers for fiscal 2008
should not exceed the aggregate compensation for those executives for fiscal 2007. The Committee further determined that
the respective compensation of the Co-Chairmen and Mr. Temares, as the Chief Executive Officer, for fiscal 2008 should reflect
the Company’s succession planning. As a result of this determination, and in light of analyses prepared by JFR, the Compensation
Committee increased the total compensation of the Chief Executive Officer and decreased the total compensation of the
Co-Chairmen by approximately equal amounts.