Bed, Bath and Beyond 2009 Annual Report Download - page 41

BED BATH & BEYOND PROXY STATEMENT
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OTHER BOARD OF DIRECTORS INFORMATION
How many times did the Board of Directors meet last year?
The Board of Directors held five meetings during the fiscal year ended February 27, 2010 (“fiscal 2009”).
Director Attendance
Each director of the Company attended 100% of the total number of meetings of the Board of Directors and committees on
which he or she served. The Company encourages, but does not require, the directors to attend the Company’s Annual Meeting
of Shareholders. All of the Company’s directors attended the 2009 Annual Meeting of Shareholders (other than a
director who had retired from the Board effective at that meeting), two of them by telephone conference.
How were directors compensated for fiscal 2009?
The following table provides compensation information for each member of our Board of Directors during fiscal 2009, 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 2009 were $50,000. In addition, directors serving on standing committees of the Board of Directors
were paid as follows: an additional $10,000 for Audit Committee members, an additional $7,500 for Compensation Committee
members and an additional $5,000 for Nominating and Corporate Governance Committee members, other than the Lead Director,
who received an additional $15,000 for acting in that capacity. Director fees are paid on a quarterly basis. 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 auto-
matic 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 $50,000, such restricted stock to vest on the first trading day following the expiration of any applicable blackout
period following the last day of the fiscal year of grant provided that the director remains in office until such date. The following
table provides director compensation information for fiscal 2009.
Director Compensation Table for Fiscal 2009
As described more fully below, the following table summarizes the annual cash compensation for the non-employee directors as
members of our Board of Directors during fiscal 2009.
Fees Earned or Stock Total
Name Paid in Cash ($) Awards ($) ($)
Dean S. Adler 57,500 (1) 50,000 (3) 107,500
Stanley F. Barshay 60,000 (2) 50,000 (3) 110,000
Klaus Eppler 65,000 50,000 (3) 115,000
Patrick R. Gaston 60,000 (1) 50,000 (3) 110,000
Jordan Heller 60,000 50,000 (3) 110,000
Robert Kaplan 16,667 (4) 0 (4) 16,667
Victoria A. Morrison 62,500 50,000 (3) 112,500
Fran Stoller 62,500 50,000 (3) 112,500
(1) 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 $41.61 per share, the average of the high and low trading prices on January 8, 2010.
(2) This director fee was 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 (1).
(3) Represents the value of 1,624 restricted shares of common stock of the Company granted under the Company’s 2004 Incentive
Compensation Plan at fair market value on the date of the Company’s 2009 Annual Meeting of Shareholders (the average of the high and
low trading prices on such date).
(4) Mr. Kaplan received a prorated annual fee and was not granted a stock award due to his retirement from the Board of Directors effective
June 30, 2009.