Bed, Bath and Beyond 2015 Annual Report Download - page 35

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PROPOSAL 3—APPROVAL, BY NON-BINDING VOTE, OF 2015 EXECUTIVE COMPENSATION
The 19 company peer group consisted of the following companies at the time of the analysis:
Advance Auto Parts, Inc. L Brands, Inc.
AutoZone, Inc. Macy’s, Inc.
Dick’s Sporting Goods, Inc. Nordstrom, Inc.
Dillard’s, Inc. O’Reilly Automotive, Inc.
Dollar General Corporation PetSmart, Inc.
Family Dollar Stores, Inc. Ross Stores, Inc.
Foot Locker, Inc. Staples, Inc.
GameStop Corp. Starbucks Corporation
The Gap, Inc. The TJX Companies, Inc.
Kohl’s Corporation
Gallagher conducted a compensation review for all executive officers, including the Named Executive Officers, and for certain
other key executives. Gallagher benchmarked the Named Executive Officers total compensation and separately their cash
compensation against data from the 19 company peer group. Gallagher also assisted the Compensation Committee in
determining the targets and other provisions, for the one-year and three-year performance goals. With respect to grants of
PSUs, the Compensation Committee, with assistance from Gallagher, adopted a wider peer group of 47 retail companies
against which the performance goals will be measured. This larger peer group includes 18 of the 19 company benchmarking
peer group described above and was created to establish a larger, more stable statistical base over the duration of the
performance periods.
The compensation approved by the Compensation Committee for each of Messrs. Eisenberg, Feinstein and Temares for fiscal
2015 was determined by the Compensation Committee taking into account recommendations of and certain data received
from Gallagher. The compensation approved by the Compensation Committee for the Named Executive Officers for fiscal
2015, other than the Co-Chairmen and Mr. Temares, was determined by the Compensation Committee, taking into account
the recommendations of the Co-Chairmen, Chief Executive Officer and Gallagher and certain data the Compensation
Committee received from Gallagher. No executive was present during voting or deliberations with respect to matters relating to
such executive’s compensation.
Based on the recommendations and data from Gallagher, and in light of the Company’s financial results for fiscal 2014, the
growth in the size and scope of the Company, the strategic investments being made to position the Company for long-term
growth, its relative performance in its industry and other factors, the Compensation Committee determined that the Named
Executive Officers of the Company should receive the total compensation packages for fiscal 2015, as described below.
Elements of Compensation
The Company seeks to provide total compensation packages to its associates, including its Named Executive Officers, which
implement its compensation philosophy. As described above, the Company places greater emphasis in the compensation
packages for Named Executive Officers on equity incentive compensation than on cash compensation in order to align
compensation more closely with long-term performance results and the creation of shareholder value. The Compensation
Committee firmly believes that annual cash bonuses promote short-term thinking and are in direct contrast to the Bed Bath &
Beyond culture which is rooted in a commitment to customer service and a desire to achieve long-term success.
The components of the Company’s compensation programs for its executive officers and certain other key executives are base
salary, equity compensation (consisting of awards of PSUs and stock options), retirement and other benefits (consisting of
health plans, a limited 401(k) plan match and a nonqualified deferred compensation plan) and very limited perquisites.
Consistent with prior practice and the Company’s culture, the Company does not provide perquisites such as club
memberships, company planes or retreats. For those perquisites provided, see the footnotes to the Summary Compensation
Table on page 31.
Base Salary
The Company pays base salaries to provide its Named Executive Officers with current, regular compensation that is
appropriate for their position, experience and responsibilities. Changes in base salary, if any, are generally effective in May of
each fiscal year. The Company believes that total cash compensation levels for its Named Executive Officers are appropriate
taking into consideration factors including that the Company does not pay annual cash bonuses.
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