Bed, Bath and Beyond 2009 Annual Report Download - page 49

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BED BATH & BEYOND PROXY STATEMENT
47
Since the compensation for all of the Company’s named executive officers for fiscal 2009 remained the same as the compensation
for those executives for fiscal 2008 and since the Company achieved strong financial results in fiscal 2009, the Committee deter-
mined, early in fiscal 2010, that all of the executive officers of the Company, other than the Co-Chairmen, should receive increases
in base salaries effective in May 2010. The Committee continued the engagement of JFR to conduct a compensation review for all
executive officers, including the named executive officers and for certain other executives. Under the direction of the Committee,
this review consisted of a peer group competitive market review using the same 18-company peer group
. The amounts of the increases were determined by the Compensation Committee taking into account the
recommendations of the Co-Chairmen. JFR advised that in all cases the increased total cash compensation for the named
executive officers w below the 75th percentile of the peer group in calculations that also compared total compensation against
such group’s latest reported fiscal year compensation. The Committee determined that in view of the earnings results in fiscal
2009 and the continued success of the Company in retaining executives and in providing long term incentives, no change would
be made this year in the Company’s compensation programs for named executive officers and other key executives.
The Compensation Committee solicits input from the Co-Chairmen when considering decisions concerning the compensation of
the Chief Executive Officer, and solicits input from the Co-Chairmen and the Chief Executive Officer when considering decisions
concerning the compensation of the other named executive officers and any other executive whose compensation the Committee
determines. In connection with its determinations, in fiscal 2008, 2009 and 2010, the Committee consulted with the Co-Chairmen,
who are the Co-Founders of the Company and who have been continuously involved in the affairs of the Company since its orga-
nization in 1971, with respect to the recommendations of JFR regarding the compensation package of the Chief Executive Officer.
The Committee also received and reviewed the recommendations of the Co-Chairmen and Chief Executive Officer regarding the
salary and equity compensation awards for the other named executive officers and certain other executives for fiscal 2008, 2009
and 2010. The compensation approved by the Compensation Committee for each of Messrs. Eisenberg, Feinstein and Temares for
fiscal 2008, 2009 and 2010 was determined by the Compensation Committee taking into account recommendations of and certain
data received from JFR and, in the case of Mr. Temares, the recommendations of the Co-Chairmen. The compensation approved
by the Compensation Committee for the named executive officers, other than the Co-Chairmen and Mr. Temares, for fiscal 2008,
2009 and 2010 was determined by the Compensation Committee, taking into account the recommendations of the Co-Chairmen,
Chief Executive Officer and JFR and certain data the Compensation Committee requested from JFR.
Elements of Compensation
The Company seeks to provide total compensation packages to its associates, including its named executive officers, which imple-
ment its compensation philosophy. The components of our compensation programs are base salary, equity compensation (consist-
ing of stock options and restricted stock awards), retirement and other benefits (consisting of health plans, a limited 401(k) plan
match and a deferred compensation plan) and perquisites. The Company believes that its executive cash compensation is low
compared to the other companies in our peer group. The Company places greater emphasis in the compensation packages for
named executive officers on equity incentive compensation in order to align compensation more closely with performance results
and the creation of shareholder value. The Company does not have a cash bonus program for executive officers.
Base Salary
The Company pays base salaries to provide our named executive officers with current, regular compensation that is appropri-
ate for their position, experience and responsibilities. Changes in base salary, if any, are effective in May of each fiscal year. As
noted above, the Company believes that cash compensation levels for our named executive officers are lower than its peers as the
Company places greater emphasis on equity compensation.
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