Bed, Bath and Beyond 2015 Annual Report Download - page 34

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PROPOSAL 3—APPROVAL, BY NON-BINDING VOTE, OF 2015 EXECUTIVE COMPENSATION
Below is a summary of our executive compensation practices that we have implemented to drive performance, as well as
practices we avoid because we do not believe they serve investors’ long-term interests.
What We Do
Provide a majority of pay in equity and performance-based
compensation.
Use an independent compensation consulting firm,
which provides no other services to Bed Bath & Beyond,
and independent counsel.
Pay for performance based on measurable goals tied to
Company strategy.
Engage in shareholder outreach.
Apply multi-year vesting to equity awards. Require significant stock ownership for CEO and each
outside director with a value of at least $6,000,000 and
$300,000, respectively.
Include caps on individual payouts in incentive plans. Subject incentive pay to compensation recovery “claw-
back” policy.
Conduct an annual advisory vote on executive
compensation.
Limit outside board memberships.
Have a lead director and a high proportion of independent
directors.
What We Don’t Do
Design compensation programs using cash bonuses, to
avoid short-termism.
Have excessive perquisites, or allow tax gross-ups for
perquisites or upon a change in control.
Allow hedging and unrestricted pledging of the Company’s
securities.
Allow re-pricing of stock options.
Methodology for Determining Executive Compensation
The Compensation Committee has engaged the services of an independent compensation consultant, retaining Arthur J.
Gallagher & Co. Human Resources & Compensation Consulting Practice (Gallagher) or its predecessor to conduct a
compensation review for the Named Executive Officers and certain other executives. Gallagher has not served the Company
in any other capacity except as consultants to the Compensation Committee. The Compensation and the Nominating and
Corporate Governance Committees also receive advice and assistance from the law firm of Chadbourne & Parke LLP, which
has acted as counsel only to the Company’s independent directors and its Board committees. The Compensation Committee
has concluded that no conflict of interest exists that prevents Gallagher or Chadbourne from being independent advisors to the
Compensation Committee.
The Compensation Committee charter, which describes the Compensation Committee’s function, responsibilities and duties, is
available on the Company’s website at www.bedbathandbeyond.com under the Investor Relations section. The Compensation
Committee consists of three independent members of our Board of Directors. The Compensation Committee meets on a
regular basis and met 10 times in fiscal 2015.
Under the direction of the Compensation Committee, the compensation review included a peer group competitive market
review of executive compensation and total compensation recommendations by Gallagher. The peer group developed by
Gallagher, agreed upon by the Compensation Committee and upon which Gallagher based its recommendations for fiscal
2015 compensation, consisted of 19 retail companies of a size range in revenue and net income relatively closely aligned with
the Company’s revenue and net income. The peer group remained the same from fiscal 2014 to fiscal 2015.
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