Bed, Bath and Beyond 2014 Annual Report Download - page 47

the high and low trading prices on such date), equal to $90,000, such restricted stock to vest on the last day of the fiscal year
of grant provided that the director remains in office until the last day of the fiscal year.
Director Compensation Table for Fiscal 2014
As described more fully below, the following table summarizes the annual compensation for the non-employee directors as
members of our Board of Directors during fiscal 2014.
Name
Fees Earned or
Paid in Cash ($)
Stock
Awards ($)
Total
($)
Dean S. Adler 112,500
(1)
90,000
(2)
202,500
Stanley F. Barshay 117,500 90,000
(2)
207,500
Geraldine T. Elliott 100,000 90,000
(2)
190,000
Klaus Eppler 115,000 90,000
(2)
205,000
Patrick R. Gaston 110,000
(3)
90,000
(2)
200,000
Jordan Heller 110,000 90,000
(2)
200,000
Victoria A. Morrison 112,500 90,000
(2)
202,500
(1) 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 $73.89 per
share, the average of the high and low trading prices on January 12, 2015.
(2) Represents the value of 1,519 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 2014 Annual Meeting of Shareholders ($59.285 per share, the
average of the high and low trading prices on July 7, 2014), 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
February 28, 2015.
(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 (1).
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 2014 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.
Several funds have among their investments interests in entities which hold retail properties, and portions of two such
properties are under lease to the Company or subsidiaries for the operation of four of the over 1,500 stores operated by the
Company. The interests of these funds in the rentals from the four stores represented a fraction of 1% of the rental income
of the funds of which Mr. Adler is a principal or executive officer. In addition, Messrs. Eisenberg and Feinstein, the
Company’s Co-Chairmen, have as part of their overall investment strategy investments in family limited partnerships, which
partnerships hold passive interests in certain of such funds representing between approximately 1% and 3% of the interests
of such funds.
• Ms. Elliott previously 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
BED BATH & BEYOND PROXY STATEMENT
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