Bed, Bath and Beyond 2013 Annual Report Download - page 56

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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 Gallagher. The peer group developed by Gallagher
upon which it based its recommendations for fiscal 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, Gallagher
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, all of them in the retail industry. The 23
company peer group was also used by Gallagher in connection with its recommendations for fiscal 2013. The group consists of
the following companies:
Advance Auto Parts, Inc.
AutoZone, Inc.
Barnes & Noble, Inc.
Dick’s Sporting Goods, Inc.
Dillard’s, 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. Penney Company, Inc.
PetSmart, Inc.
Pier 1 Imports, Inc.
Ross Stores, Inc.
Saks Incorporated
Starbucks Corporation
The TJX Companies, Inc.
Williams-Sonoma, Inc.
The methodology used by Gallagher also included reviewing available data based on the Company’s industry, revenue size and
financial performance. The peer group analyses prepared by Gallagher used public company proxy statements, third party
industry compensation surveys and other publicly available information.
The compensation approved by the Compensation Committee for each of Messrs. Eisenberg, Feinstein and Temares for fiscal
2013 was determined by the Compensation Committee taking into account recommendations of and certain data received
from Gallagher and, in the case of Mr. Temares, the recommendations of the Co-Chairmen. The compensation approved by the
Compensation Committee for the named executive officers, other than the Co-Chairmen and Mr. Temares, for fiscal 2013 was
determined by the Compensation Committee, taking into account the recommendations of the Co-Chairmen, Chief Executive
Officer and Gallagher and certain data the Compensation Committee requested from Gallagher.
In making its determinations for fiscal 2013, the Compensation Committee engaged Gallagher to conduct a compensation
review for executive officers, including the named executive officers, other than Ms. Lattmann due to the timing of her
promotion, and for certain other executives. Under the direction of the Compensation Committee and in connection with this
review, Gallagher benchmarked the named executive officers’ total compensation and separately their cash compensation
against data from the 23 company peer group. In light of the Company’s continued strong financial results for fiscal 2012, and
the growth and increasing complexity of the Company’s operations, the Compensation Committee determined, early in fiscal
2013, that all of the executive officers of the Company, other than the Co-Chairmen, should receive increases in their total
compensation packages for fiscal 2013.
Elements of Compensation
The Company seeks to provide total compensation packages to its associates, including its named executive officers, which
implement its compensation philosophy. The components of the Company’s compensation programs are base salary, equity
compensation (consisting, for 2013 and prior, of stock options and restricted stock awards), retirement and other benefits
(consisting of health plans, a limited 401(k) plan match and a nonqualified deferred compensation plan) and perquisites. The
Company places greater emphasis in the compensation packages for named executive officers on equity incentive
compensation rather than cash compensation in order to align compensation more closely with performance results and the
creation of shareholder value. The Company does not have a cash bonus program for executive officers.
BED BATH & BEYOND PROXY STATEMENT
54