Bed, Bath and Beyond 2014 Annual Report Download - page 46

Klaus Eppler, 84, has been a pensioned partner in the law firm of Proskauer Rose LLP, counsel to the Company, since 2001.
Mr. Eppler was an equity partner of Proskauer Rose LLP from 1965 to 2001, when he ceased active partnership with
responsibilities for clients. He has been a director of the Company since 1992 and has served as outside Lead Director since
2002. Mr. Eppler is also a director of Ascena Retail Group, Inc., an apparel retailer. Mr. Eppler has served as a director of one or
more retailers continuously for over 35 years. Throughout his career as a practicing attorney, he represented numerous public
companies or their boards of directors, including many retail companies. Among other things, Mr. Eppler brings to the Board
his experience with a wide variety of retailers.
Patrick R. Gaston, 57, 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 Chief Executive Officer 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, 54, 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, 62, 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 11 meetings during the fiscal year ended February 28, 2015 (‘‘fiscal 2014’’).
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 2014 Annual Meeting of Shareholders.
How were directors compensated for fiscal 2014?
The following table provides compensation information for each member of our Board of Directors during fiscal 2014, 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 2014 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 50% 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
BED BATH & BEYOND PROXY STATEMENT
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