Bed, Bath and Beyond 2015 Annual Report Download - page 23

PROPOSAL 1—ELECTION OF DIRECTORS
Governance Guidelines and Policies; Additional Information
The Board has adopted Corporate Governance Guidelines that are available in the Investor Relations section of the
Company’s website at www.bedbathandbeyond.com, where you may also find the Company’s policies on director attendance
at the Annual Meeting and how shareholders can communicate with the Board of Directors. In addition, the Board has adopted
a Policy of Ethical Standards for Business Conduct that applies to all directors and employees. This Policy also can be found
in the Investor Relations section of the Company’s website noted above. The Company intends to post on this website any
amendments to, or waivers from, the Code of Ethics that applies to the principal executive officer, financial officer and
accounting officer.
The Company maintains directors and officers indemnification insurance coverage. This insurance covers directors and
officers individually where exposures exist other than those for which the Company is able to provide indemnification. This
coverage is from June 1, 2015 through June 1, 2016, at a total cost of approximately $251,000. The primary carrier is Arch
Insurance Company. Although no assurances can be provided, the Company intends to obtain similar coverage from June 1,
2016 through June 1, 2017.
Compensation of Directors
The Director Compensation Table provides compensation information for each member of our Board of Directors during fiscal
2015, 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 2015 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. In addition to the fees above, each
director received a grant of restricted stock under the Company’s 2012 Incentive Compensation Plan with a fair market value
equal to $90,000 on the date of the Company’s 2015 Annual Meeting of Shareholders (calculated based on the average of the
high and low trading prices on such date). Such restricted stock vested on the last day of fiscal 2015.
As described more fully below, the following table summarizes the annual compensation for the non-employee directors as
members of our Board of Directors during fiscal 2015.
Name
Fees Earned or Paid in
Cash ($)
Stock Awards
($)(2) Total ($)
Dean S. Adler 112,500(1) 90,000 202,500
Stanley F. Barshay 117,500 90,000 207,500
Geraldine T. Eilliott 100,000 90,000 190,000
Klaus Eppler 115,000 90,000 205,000
Patrick R. Gaston 110,000(3) 90,000 200,000
Jordan Heller 110,000 90,000 200,000
Victoria A. Morrison 112,500 90,000 202,500
(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 $46.23 per
share, the average of the high and low trading prices on January 11, 2016.
(2) Represents the value of 1,296 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 2015 Annual Meeting of Shareholders ($69.47 per share, the
average of the high and low trading prices on July 2, 2015), 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 27, 2016.
(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).
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