Bed, Bath and Beyond 2013 Annual Report Download - page 59

each case commencing on the first anniversary of the grant date and based on continued service to the Company. The
performance-based restricted stock awards to each such executive are conditioned on the performance-based test described
above with time vesting in five equal annual installments, in each case commencing on the first anniversary of the grant date
and based on continued service to the Company.
For further discussion related to equity grants to the named executive officers in fiscal 2013, see ‘‘Potential Payments Upon
Termination or Change in Control’’ below.
Other Benefits
The Company provides the named executive officers with the same benefits offered to all other associates. The cost of these
benefits constitutes a small percentage of each named executive officer’s total compensation. Key benefits include paid
vacation, premiums paid for long-term disability insurance, a matching contribution to the named executive officer’s 401(k)
plan account, and the payment of a portion of the named executive officer’s premiums for healthcare and basic life insurance.
The Company has a nonqualified deferred compensation plan for the benefit of certain highly compensated associates,
including the named executive officers. The plan provides that a certain percentage of an associate’s contributions may be
matched by the Company, subject to certain limitations. This matching contribution will vest over a specified period of time.
See the ‘‘Nonqualified Deferred Compensation Table’’ below.
The Company provides named executive officers with certain perquisites including tax preparation services and car service, in
the case of Messrs. Eisenberg and Feinstein, and a car allowance, in the case of the named executive officers, other than
Ms. Lattmann. The Compensation Committee believes all such perquisites are reasonable and consistent with its overall
objective of attracting and retaining our named executive officers.
See the ‘‘All Other Compensation’’ column in the Summary Compensation Table for further information regarding these
benefits and perquisites, and ‘‘Potential Payments Upon Termination or Change in Control’’ below for information regarding
termination and change in control payments and benefits.
Impact of Accounting and Tax Considerations
The Compensation Committee considers the accounting cost associated with equity compensation and the impact of
Section 162(m) of the Code, which generally prohibits any publicly held corporation from taking a federal income tax
deduction for compensation paid in excess of $1 million in any taxable year to certain executives, subject to certain exceptions
for performance-based compensation. Stock options and performance-based compensation granted to our named executive
officers are intended to satisfy the performance-based exception and be deductible. Base salary amounts in excess of
$1 million are not deductible by the Company.
Policy on the Recovery of Incentive Compensation
In fiscal 2009, the Board adopted a policy as part of the Company’s Corporate Governance Guidelines on the recovery of
incentive compensation, commonly referred to as a ‘‘clawback policy,’’ applicable to the Company’s named executive officers
(as defined under Item 402(a)(3) of Regulation S-K). The policy appears in the Company’s Corporate Governance Guidelines,
available in the Investor Relations section of the Company’s website at www.bedbathandbeyond.com. The Compensation
Committee is monitoring the issuance of regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act
relating to incentive compensation recoupment and will amend its policy to the extent necessary to comply with such Act.
Conclusion
After careful review and analysis, the Company believes that each element of compensation and the total compensation
provided to each of its named executive officers for fiscal 2013 was reasonable and appropriate. The value of the
compensation payable to the named executive officers is significantly tied to the Company’s performance and the return to its
shareholders over time. The Company believes that its compensation programs will allow it to retain the executives who are
part of the Company’s executive team, attract highly qualified executives when new executives are required, and motivate its
executives to maximize shareholder value.
BED BATH & BEYOND PROXY STATEMENT
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