Bed, Bath and Beyond 2011 Annual Report Download - page 47

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BED BATH & BEYOND PROXY STATEMENT
45
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.
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 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 the fiscal year ended February 28, 2009 (“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.