Bed, Bath and Beyond 2010 Annual Report Download - page 45

BED BATH & BEYOND PROXY STATEMENT
43
substantial time vesting provisions which provide greater incentives for the executives to remain with the Company and to focus
on the Company’s performance over an extended period.
Since the initial public offering of its common stock in 1992 through the end of fiscal 2010, the Company has experienced an
average annual growth in revenues of 22.8%, net income of 24.2% and net earnings per diluted share of 24.4%. As a result of
this growth, the Company was added to the NASDAQ-100 Index in the fourth quarter of fiscal 1996 and the S&P 500 Index in the
third quarter of fiscal 1999. The Company is listed as the 304th largest company in the United States as measured by revenue on
the 2011 Fortune 500 annual ranking of America’s largest corporations. Since the initial public offering of its common stock in
1992 through the end of fiscal 2010, the Company’s stock price has increased at an average annual rate of 23.6%.
For fiscal 2009, the Company reported net earnings of $2.30 per diluted share ($600.0 million), an increase of approximately 40%
as compared with net earnings of $1.64 per diluted share ($425.1 million) for fiscal 2008. In addition, for fiscal 2010, the Company
reported net earnings of $3.07 per diluted share ($791.3 million), an increase of approximately 33% as compared with fiscal 2009.
Based on the recommendations and data from James F. Reda & Associates LLC (“JFR”), the independent compensation consultant
retained by the Compensation Committee, and other factors, and in light of the Company’s strong financial results for fiscal
2009, the Compensation Committee determined that the named executive officers of the Company should receive the total
compensation packages for fiscal 2010, as further described below.
Compensation Philosophy and Objectives
The Compensation Committee has developed and implemented compensation policies, plans and programs to provide
competitive compensation opportunities to the executives whose compensation is determined by the Compensation Committee.
The Compensation Committee considers the total compensation package (earned or potentially available, including benefits) in
establishing each element of compensation.
The policies, plans and programs are designed to meet the following objectives:
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
executives are required
฀฀฀฀฀฀฀฀฀
฀฀฀฀฀
฀฀฀฀฀฀฀
฀฀฀฀฀฀฀฀
The Company believes that its compensation policies, plans and programs have no material adverse effect on the
Company’s enterprise risk.
Role of the Compensation Committee
The Compensation Committee provides overall guidance for the Company’s executive compensation policies and determines the
amounts and elements of compensation for its named executive officers as well as for certain other key executives. No executive
is present during voting or deliberations with respect to matters relating to such executive’s compensation. The Compensation
Committee charter, which describes the Compensation 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. The Compensation Committee 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.