Bed, Bath and Beyond 2012 Annual Report Download - page 46

Jordan Heller, 52, has been President of Heller Wealth Advisors LLC, a provider of financial advisory services, since 2008.
Mr. Heller was previously a partner with The Schonbraun McCann Group LLP from 2005 to 2008. Prior to joining The
Schonbraun McCann Group, Mr. Heller was a Managing Director at American Economic Planning Group. He has been a
director of the Company since 2003. Among other things, Mr. Heller brings to the Board experience in and knowledge of
various financial matters. He is a certified public accountant, chartered financial analyst and Certified Financial Planner
TM
, and
serves as an ‘‘audit committee financial expert’’ on the Company’s Audit Committee.
Victoria A. Morrison, 60, has been the Executive Vice President & General Counsel of Edison Properties, LLC, a diversified real
estate company, since 2007. Ms. Morrison was previously practicing law as a partner in the law firm of Riker, Danzig, Scherer,
Hyland & Perretti LLP since 1986. She has been a director of the Company since 2001. Among other things, Ms. Morrison brings
to the Board experience in and knowledge of real estate law and transactions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NINE NOMINEES AS DIRECTORS.
OTHER BOARD OF DIRECTORS INFORMATION
How many times did the Board of Directors meet last year?
The Board of Directors held eleven meetings during the fiscal year ended March 2, 2013 (‘‘fiscal 2012’’).
Director Attendance
Each director of the Company attended more than 90% of the total number of meetings of the Board of Directors and
committees on which he or she served. The Company encourages, but does not require, the directors to attend the Company’s
Annual Meeting of Shareholders. All of the Company’s current directors attended the 2012 Annual Meeting of Shareholders.
How were directors compensated for fiscal 2012?
The following table provides compensation information for each member of our Board of Directors during fiscal 2012, other
than Warren Eisenberg, Leonard Feinstein and Steven H. Temares, each of whom is a named executive officer of the Company
and none of whom received any additional compensation for his service as a director of the Company.
Annual director fees for fiscal 2012 were $100,000. In addition, directors serving on standing committees of the Board of
Directors were paid as follows: an additional $10,000 for Audit Committee members, an additional $7,500 for Compensation
Committee members, and (other than for the Lead Director) an additional $5,000 for Nominating and Corporate Governance
Committee members. The Lead Director received an additional $15,000 for acting in that capacity. Director fees are paid on a
quarterly basis. Directors have the right to elect to receive all or fifty percent of their fees in stock or cash. In addition to the
fees above, each director received an automatic grant of restricted stock under the Company’s 2012 Incentive Compensation
Plan with a fair market value on the date of the Company’s Annual Meeting of Shareholders during such fiscal year (the
average of the high and low trading prices on such date) equal to $90,000, 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 following table provides director compensation information
for fiscal 2012.
BED BATH & BEYOND PROXY STATEMENT
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