Bed, Bath and Beyond 2010 Annual Report Download - page 49

BED BATH & BEYOND PROXY STATEMENT
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named executive officers, but that there would be a reallocation of equity compensation among such officers such that the total
equity compensation of the Chief Executive Officer was increased in an amount equal to a reduction in total equity compensation
of the Co-Chairmen.
The aggregate equity awards to Mr. Temares for fiscal 2010 increased from fiscal 2009 by $2,000,000 to $9,000,000, with the
increase comprised of $1,000,000 in stock options and $1,000,000 in performance-based restricted stock. Of the total of $9,000,000
of equity awards to Mr. Temares for fiscal 2010, $4,500,000 consisted of performance-based restricted stock (based on the
market value of the Company’s common stock on the date of grant) and $4,500,000 consisted of stock options (based on the
Stock Option Fair Value). The equity awards to Messrs. Eisenberg and Feinstein for fiscal 2010 decreased from fiscal 2009 by an
aggregate of $2,000,000 from $3,000,000 to $2,000,000 for each such executive, comprised of $1,500,000 of performance-based
restricted stock and $500,000 of stock options (valued on the same basis as Mr. Temares’ awards).
The aggregate equity awards to each of Mr. Stark and Mr. Castagna for fiscal 2010 increased from 2009 by $207,322, comprised
of a decrease in stock options of $42,678 and an increase in performance-based restricted stock of $250,000.
In the view of the Compensation Committee, the base salary, stock option grants, and performance-based restricted stock awards
constitute compensation packages for the Chief Executive Officer and for the Co-Chairmen, as well as the other named executive
officers, which are appropriate for a company with the revenues and earnings of the Company. The stock options granted to the
Chief Executive Officer vest in five equal annual installments, while the stock options awarded to the Co-Chairmen vest in three
equal annual installments, in each case commencing on the first anniversary of the grant date and based on continued service to
the Company. The restricted stock awards to each such executive are conditioned on the performance-based test described above
with time vesting in five equal annual installments, in each case commencing on the first anniversary of the grant date and based
on continued service to the Company.
For further discussion related to equity grants to the named executive officers, see “Potential Payments Upon Termination or
Change in Control” below.
Fiscal 2011 Compensation Developments
In early fiscal 2011, the Compensation Committee continued its engagement of JFR to conduct a compensation review for all
executive officers, including the named executive officers and for certain other executives. This review consisted of a peer
group competitive market review using the same 18-company peer group data used for the prior year’s review. JFR advised that
an overall 15% increase in compensation for the Chief Executive Officer would result in his aggregate compensation package
falling in the 81st percentile relative to chief executive officer compensation packages of peer group companies. In light of the
Company’s continued strong financial results for fiscal 2010, particularly in light of the Company’s ranking first among its peer
group companies based upon net income as a percentage of sales, the Compensation Committee determined, early in fiscal
2011, that all of the executive officers of the Company, other than the Co-Chairmen, should receive increases in their total
compensation packages for fiscal 2011. The Compensation Committee determined that the total compensation of the Chief
Executive Officer should increase 15%, and the total compensation of the Co-Chairmen should remain unchanged.
For fiscal 2011, the base salaries for the Co-Chairmen will remain at $1,100,000. For fiscal 2011, the base salary for Mr. Temares
will increase by $500,000 to $3,000,000. According to the analysis prepared by JFR, Mr. Temares’ increased base salary for fiscal
2011 was below the median of the cash compensation of the 18-company peer group.
The aggregate equity awards to Mr. Temares for fiscal 2011 increased from fiscal 2010 by $1,225,000 to $10,225,000, with the
increase comprised of $500,000 in stock options and $725,000 in performance-based restricted stock. Of the total of $10,225,000
of equity awards to Mr. Temares for fiscal 2011, $5,225,000 consists of performance-based restricted stock (based on the market
value of the Company’s common stock on the date of grant) and $5,000,000 consists of stock options (based on the Stock Option
Fair Value). The equity awards to Messrs. Eisenberg and Feinstein for fiscal 2011 remained unchanged from fiscal 2010 at
$2,000,000 for each such executive, comprised of $1,500,000 of performance-based restricted stock and $500,000 of stock options
(valued on the same basis as Mr. Temares’ awards).
In addition to the foregoing with respect to Messrs. Eisenberg, Feinstein and Temares, the Compensation Committee has
determined that there be an increase for fiscal 2011 in the base salaries and the total dollar value of equity awards for the other
named executive officers, Mr. Stark and Mr. Castagna, as well as for the other executives whose compensation is determined by
the Compensation Committee.