Bed, Bath and Beyond 2012 Annual Report Download - page 47

Director Compensation Table for Fiscal 2012
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 2012.
Name
Fees Earned or
Paid in Cash ($)
Stock
Awards ($)
Total
($)
Dean S. Adler 107,500 (2) 90,000 (1) 197,500
Stanley F. Barshay 115,000 (3) 90,000 (1) 205,000
Klaus Eppler 122,500 90,000 (1) 212,500
Patrick R. Gaston 110,000 (2) 90,000 (1) 200,000
Jordan Heller 110,000 90,000 (1) 200,000
Victoria A. Morrison 112,500 90,000 (1) 202,500
(1) Represents the value of 1,478 restricted shares of common stock of the Company granted under the Company’s 2012 Incentive
Compensation Plan at fair market value on the date of the Company’s 2012 Annual Meeting of Shareholders ($60.93 per share, the
average of the high and low trading prices on June 22, 2012), 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 1,478 restricted shares of common stock represent the aggregate number of stock awards outstanding for
each director as of March 2, 2013.
(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 $55.65 per share, the average of the high and low trading prices on December 21, 2012.
(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 2012 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 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. One such fund has among its investments interests in entities which hold retail
properties, and portions of one such property are under lease to the Company or subsidiaries for the operation of two of the
over 1,400 stores operated by the Company. The interest of this fund in the rentals from the two stores represented a 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.
BED BATH & BEYOND PROXY STATEMENT
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