Bed, Bath and Beyond 2011 Annual Report Download - page 41

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BED BATH & BEYOND PROXY STATEMENT
39
Director Compensation Table for Fiscal 2011
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 2011.
Fees Earned or Stock Total
Name Paid in Cash ($) Awards ($) ($)
Dean S. Adler 82,500 (2) 75,000 (1) 157,500
Stanley F. Barshay 90,000 (3) 75,000 (1) 165,000
Klaus Eppler 97,500 75,000 (1) 172,500
Patrick R. Gaston 85,000 (2) 75,000 (1) 160,000
Jordan Heller 85,000 75,000 (1) 160,000
Victoria A. Morrison 87,500 75,000 (1) 162,500
(1) Represents the value of 1,343 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 2011 Annual Meeting of Shareholders ($55.885 per share, the
average of the high and low trading prices on June 23, 2011), 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 1,343 restricted shares of common stock represent the aggregate number of stock awards outstanding for
each director as of February 25, 2012.
(2) Fifty percent of these director fees were 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 $57.40 per share, the average of the high and low trading prices on December 23, 2011.
(3) 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).
Director Independence
The Board of Directors, upon the advice of the Nominating and Corporate Governance Committee, has determined that each
of Ms. Morrison and Messrs. Adler, Barshay, Eppler, Gaston and Heller are “independent directors” under the independence
standards set forth in NASDAQ Listing Rule 5605(a)(2). This determination was based on the fact that each of these directors is not
an executive officer or employee of the Company or has any other relationship which, in the opinion of the Board of Directors,
would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
The Board of Directors’ independence determination is analyzed annually in both fact and appearance to promote arms-length
oversight. In making its independence determination this year, the Board of Directors considered relationships and transactions
since the beginning of its 2011 fiscal year. The Board of Directors’ independence determinations included reviewing the
following two relationships, and a determination that the relationships and the amounts involved, in each case, were immaterial.
Mr. Eppler is a (non-equity) pensioned partner of Proskauer Rose LLP. In 2001, he ceased active partnership with responsibilities
for clients. The firm receives fees for legal services from the Company which represented a small fraction of 1% of the revenues
of Proskauer Rose LLP. Mr. Adler is a principal or executive officer of several private equity funds, each with broad commercial
real estate holdings. Some of such funds have among their investments interests in entities which hold retail properties, and
portions of two such properties are under lease to the Company or subsidiaries for the operation of three of the over 1,100 stores
operated by the Company. The interest of these funds in the rentals from the three stores represented a small fraction of 1% of
the rental income of the funds of which Mr. Adler is a principal or executive officer.
As the Board determined, in both cases, that the relationships and the amounts involved were immaterial, the Board does not
believe that the relationships or transactions might reasonably impair the ability of the directors to act in shareholders’ best
interests.