Bed, Bath and Beyond 2009 Annual Report Download - page 47

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 consists of three members of our Board of Directors, all of whom are “independent” as defined
by the NASDAQ listing standards and the applicable tax and securities rules and regulations. Through the end of fiscal 2009, the
three members were Mr. Adler and Mses. Morrison and Stoller. The current members are Ms. Morrison and Messrs. Adler and
Eppler. 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 compensa-
tion 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 and has not served the
Company in any capacity, except as consultants to the Compensation Committee. The Committee also sought and received advice
and assistance from the law firm of Chadbourne & Parke LLP, which has acted as counsel only to the Company’s independent
directors and its Board committees. 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 per-
formance, 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,
upon which it based its recommendations, consists of 18 companies that are the Company’s direct competitors, retailing compa-
nies of similar size or retailing companies with founders/chairmen positions. This peer group consists 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’s Corporation Stein Mart, Inc.
Macy’s, Inc. Target Corporation
Nordstrom, Inc. The TJX Companies, Inc.
J.C. Penney Company, Inc. Williams-Sonoma, Inc.