Bed, Bath and Beyond 2008 Annual Report Download - page 58

BED BATH & BEYOND PROXY STATEMENT
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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 such other key executives as the Committee determines. No executive may be
present during voting or deliberations with respect to matters relating to such executive’s compensation. The Compensation
Committee charter, which describes the Committee’s function, responsibilities and duties, 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 connection with making its determinations regarding compensation for our named executive officers and
certain other key executives for fiscal 2008, the Compensation Committee conducted a search for an independent compensation
consultant and retained James F. Reda & Associates LLC (“JFR”) to conduct a compensation review for the named executive
officers and certain other executives. 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 recommen-
dations 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’sCo-Chairmen areits 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 following 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’sCorporation 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 for fiscal 2008 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 compa-
nies:
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.