Bed, Bath and Beyond 2010 Annual Report Download - page 39

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BED BATH & BEYOND PROXY STATEMENT
37
Director Attendance
Each director of the Company attended at least 75% of the total number of meetings of the Board of Directors and committees
on which he or she served, other than a director who retired from the Board effective as of the 2010 Annual Meeting of
Shareholders and who attended one of the three meetings of the Board of Directors held during the period for which such
director served as a director during fiscal 2010. The Company encourages, but does not require, the directors to attend the
Company’s Annual Meeting of Shareholders. All of the Company’s current directors attended the 2010 Annual Meeting of
Shareholders.
How were directors compensated for fiscal 2010?
The following table provides compensation information for each member of our Board of Directors during fiscal 2010, 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 2010 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 (other than for the Lead Director) an additional $5,000 for Nominating and Corporate Governance Committee
members. The Lead Director 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 automatic 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 $50,000, such restricted stock to vest on the first trading day following the expiration of
any applicable blackout period following the last day of the fiscal year of grant provided that the director remains in office until
the last day of the fiscal year. The following table provides director compensation information for fiscal 2010.
Director Compensation Table for Fiscal 2010
As described more fully below, the following table summarizes the annual cash compensation for the non-employee directors as
members of our Board of Directors during fiscal 2010.
Fees Earned or Stock Total
Name Paid in Cash ($) Awards ($) ($)
Dean S. Adler 57,500 50,000 (1) 107,500
Stanley F. Barshay 65,000 (2) 50,000 (1) 115,000
Klaus Eppler 72,500 50,000 (1) 122,500
Patrick R. Gaston 60,000 (3) 50,000 (1) 110,000
Jordan Heller 60,000 50,000 (1) 110,000
Victoria A. Morrison 62,500 50,000 (1) 112,500
Fran Stoller 16,667 (4) 0 (4) 16,667
(1) Represents the value of 1,318 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 2010 Annual Meeting of Shareholders ($37.96 per share,
the average of the high and low trading prices on June 29, 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) 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 $49.36 per
share, the average of the high and low trading prices on December 27, 2010.
(3) Fifty percent of 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 (2).
(4) Ms. Stoller received a prorated annual fee and was not granted a stock award due to her retirement from the Board of Directors
effective June 29, 2010.