Bed, Bath and Beyond 2009 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 and Heller are “independent directors” under the indepen-
dence standards set forth in The NASDAQ Listing Rule 5605(a)(2). This determination was based on the fact that each of these
directors is not an executive officer or employee of the Company or has any other relationship 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 the
fiscal year ended March 1, 2008 (“fiscal 2007”) 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฀determinations฀included฀reviewing฀the฀following฀relationships;฀however,฀in฀each฀case,฀no฀payments฀
were made to any of the entities noted, during such entity’s last fiscal year, in excess of 1% of such entity’s consolidated gross rev-
enues, where a director was a partner or owned more than a 10% equity interest in, or was an executive officer of, such entity:
฀•฀฀Mr.฀Adler฀is฀a฀principal฀or฀executive฀ofcer฀of฀several฀private฀equity฀funds,฀each฀with฀broad฀commercial฀real฀estate฀
holdings. Some of such funds have, among their investments, interests in entities which hold retail properties, and
฀
•฀฀Mr.฀Barshay฀was฀an฀executive฀ofcer฀of฀Merck฀&฀Co.฀(formerly฀Schering-Plough฀Corporation),฀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. Effective April 1, 2010, Mr. Barshay retired from his position at
Merck.
฀
•฀฀Mr.฀Eppler฀is฀a฀(non-equity)฀pensioned฀partner฀of฀Proskauer฀Rose฀LLP.฀In฀2001,฀he฀ceased฀active฀partnership฀with฀
responsibilities for clients. The firm has received fees for legal services from the Company during the past three fiscal
years.
฀
•฀฀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.
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 indepen-
dent pursuant to applicable Securities and Exchange Commission (“SEC”) and NASDAQ rules. None of the members of the
Compensation Committee was (i) during fiscal 2009, 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 fiscal 2009
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.
Leadership Structure
Messrs. Eisenberg, Feinstein and Temares function together as the senior leaders of the Company. Since Messrs. Eisenberg,
Feinstein and Temares are not “independent directors” within the meaning of The NASDAQ Listing Rule 5605(a)(2), the Board
of Directors appointed an independent director to serve as the outside Lead Director. Mr. Eppler has served as the outside
Lead Director since 2002. The general authority and responsibilities of the outside Lead Director are established by the Board
of Directors. In that capacity, Mr. Eppler presides at all executive sessions of the independent directors, has the authority to
call meetings of the independent directors, acts as a liaison between the members of the Board and management, functions as
Secretary of the Board (including with respect to the proposal and maintenance of Board agendas and schedules for meetings),
arranges for Board committee functions and acts as Secretary of all Board committees (other than when another independent
director acts in such capacity), and receives communications from the Company’s shareholders.
portions of two such properties are under lease to the Company or subsidiaries for the operation of three stores.