Bed, Bath and Beyond 2010 Annual Report Download - page 46

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BED BATH & BEYOND PROXY STATEMENT
44
Use of Outside Advisors
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 Compensation 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
compensation consultant and retained 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 Compensation Committee has continued to retain JFR for fiscal 2009,
2010 and 2011. The Compensation Committee also receives 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.
Methodology
Under the direction of the Compensation Committee, the compensation review in each year 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
performance, 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 peer group developed by JFR, upon
which it based its recommendations, consists of 18 companies that are the Company’s direct competitors, retailing companies 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.
The peer group analyses prepared by JFR used public company proxy statements, third party industry compensation surveys
and other publicly available information.
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 Compensation Committee determines. In connection with its determinations, in fiscal 2008, 2009, 2010 and 2011, the
Compensation 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 organization in 1971, with respect to the recommendations of JFR
regarding the compensation package of the Chief Executive Officer. The Compensation 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, 2010 and 2011. The compensation approved
by the Compensation Committee for each of Messrs. Eisenberg, Feinstein and Temares for fiscal 2008, 2009, 2010 and 2011
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, 2010 and 2011
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.