Bed, Bath and Beyond 2013 Annual Report Download - page 47

Director Compensation Table for Fiscal 2013
As described more fully below, the following table summarizes the annual compensation for the non-employee directors as
members of our Board of Directors during fiscal 2013.
Name
Fees Earned or
Paid in Cash ($)
Stock
Awards ($)
Total
($)
Dean S. Adler 112,500
(2)
90,000
(1)
202,500
Stanley F. Barshay 117,500 90,000
(1)
207,500
Geraldine T. Elliott 2,747
(4)
— 2,747
Klaus Eppler 115,000 90,000
(1)
205,000
Patrick R. Gaston 110,000
(3)
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 1,268 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 2013 Annual Meeting of Shareholders ($71.03 per share, the
average of the high and low trading prices on June 28, 2013), 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. No stock awards were outstanding for each director as of
March 1, 2014.
(2) 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) 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 $69.68 per
share, the average of the high and low trading prices on January 10, 2014.
(3) Fifty percent of 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).
(4) Ms. Elliott received a prorated annual fee and was not granted a stock award due to her election to the Board of Directors effective
February 20, 2014.
Director Independence
The Board of Directors, upon the advice of the Nominating and Corporate Governance Committee, has determined that Mses.
Elliott and Morrison and Messrs. Adler, Barshay, Eppler, Gaston and Heller each 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 2013 fiscal year. The Board of Directors’ independence determinations included
reviewing the following 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 three of the over 1,400 stores operated by the
Company. The interest of this fund in the rentals from the three stores represented a fraction of 1% of the rental income of
the funds of which Mr. Adler is a principal or executive officer.
• Ms. Elliott has served as an executive of Juniper Networks, which provides network services to a significant number of
companies around the world, including the Company, which obtains such services on terms and pricing generally available
to Juniper customers. Ms. Elliott has announced her retirement from Juniper effective later in 2014. Ms. Elliott recently
joined the Board of Directors of Whirlpool Corporation, which manufactures a wide array of kitchen and other products,
some of which are purchased by the Company at market rates for resale in the ordinary course of business.
BED BATH & BEYOND PROXY STATEMENT
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