Bed, Bath and Beyond 2013 Annual Report Download - page 46

Patrick R. Gaston, 56, has been President of the Western Union Foundation, which supports education and disaster relief
efforts throughout the world with the support of the Western Union Company, since January 2013. From January to
December 2012, he was the CEO of Gastal Networks, LLC, a consulting firm specializing in corporate social responsibility
initiatives. From January to December 2011, he served a one-year term as Executive in Residence and Senior Advisor with the
Clinton Bush Haiti Fund to support the rebuilding efforts in Haiti. Until January 2011, Mr. Gaston was President of the Verizon
Foundation since 2003. Prior to assuming that position, Mr. Gaston held a variety of management positions at Verizon
Communications Inc. and its predecessors since 1984, including positions in operations, marketing, human resources, strategic
planning and government relations. He has been a director of the Company since 2007. Among other things, Mr. Gaston
brings to the Board experience with respect to very large and complex public companies as well as extensive experience with
other local, national and international organizations through his non-profit work.
Jordan Heller, 53, 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. Mr. Heller is also a director of Equity One, Inc., a shopping center developer and owner.
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, 61, 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 TEN NOMINEES AS DIRECTORS.
OTHER BOARD OF DIRECTORS INFORMATION
How many times did the Board of Directors meet last year?
The Board of Directors held seven meetings during the fiscal year ended March 1, 2014 (‘‘fiscal 2013’’).
Director Attendance
Each director of the Company attended more than 75% 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 directors attended the 2013 Annual Meeting of Shareholders (except
for Ms. Elliott, who was not a director at the time).
How were directors compensated for fiscal 2013?
The following table provides compensation information for each member of our Board of Directors during fiscal 2013, 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 2013 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 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 2013.
BED BATH & BEYOND PROXY STATEMENT
44