Bed, Bath and Beyond 2012 Annual Report Download - page 54

Download and view the complete annual report

Please find page 54 of the 2012 Bed, Bath and Beyond annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 76

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76

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 during fiscal 2012 were Ms. Morrison and Messrs. Adler and Eppler. In fiscal 2013, Mr. Barshay replaced Mr. Eppler on
this committee. 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 executive compensation for fiscal
2012 and for several prior years, the Compensation Committee retained JFR to conduct a compensation review for the named
executive officers and certain other executives. JFR has not served the Company in any capacity except as consultants to the
Compensation Committee. 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. The
Compensation Committee has assessed the independence of JFR and Chadbourne & Parke LLP pursuant to the SEC rules and
concluded that no conflict of interest exists that will prevent them from being independent consultants to the Compensation
Committee.
Methodology
Under the direction of the Compensation Committee, the compensation review in each year included a peer group
competitive market review and total compensation recommendations by JFR. The peer group developed by JFR upon which it
based its recommendations for fiscal 2010 and 2011 consisted of 18 companies that included direct competitors and retailing
companies with a chairman among its named executive officers, who is also a founder. For fiscal 2012, JFR developed and
recommended a revised peer group consisting of 23 companies. The revised peer group consists of companies of a size range
based on revenue more closely aligned with the Company’s revenue. Four companies were removed from the prior 18
company group and nine companies of similar size to the Company were added, all of them in the retail industry. The 23
company peer group consists of the following companies:
Advance Auto Parts, Inc.
AutoZone, Inc.
Barnes & Noble, Inc.
Dicks Sporting Goods, Inc.
Dillards, Inc.
DSW Inc.
Family Dollar Stores, Inc.
Foot Locker, Inc.
GameStop Corp.
The Gap Inc.
Kohl’s Corporation
Limited Brands, Inc.
Macy’s, Inc.
Nordstrom, Inc.
O’Reilly Automotive, Inc.
J.C. Penny Company, Inc.
PetSmart, Inc.
Pier 1 Imports, Inc.
Ross Stores, Inc.
Saks Incorporated
Starbucks Corporation
The TJX Companies, Inc.
Williams-Sonoma, Inc.
The four companies removed from the prior peer group as not within the Company’s size range are:
The Bon-Ton Stores Inc.
The Jones Group Inc.
Stein Mart, Inc.
Target Corporation
The methodology used by JFR also included reviewing available data based on the Company’s industry, revenue size and
financial performance. The peer group analyses prepared by JFR used public company proxy statements, third party industry
compensation surveys and other publicly available information. The revision and expansion of the peer group from the peer
group used in the prior years did not result in an increase of the percentile rank of the compensation approved for fiscal 2012
compared to the percentile rank if the 18 company peer group had been applied.
The compensation approved by the Compensation Committee for each of Messrs. Eisenberg, Feinstein and Temares for fiscal
2012 was determined by the Compensation Committee taking into account recommendations of and certain data received
from JFR and, in the case of Mr. Temares, the recommendations of the Co-Chairmen. The compensation approved by the
BED BATH & BEYOND PROXY STATEMENT
52