Bed, Bath and Beyond 2015 Annual Report Download - page 39

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PROPOSAL 3—APPROVAL, BY NON-BINDING VOTE, OF 2015 EXECUTIVE COMPENSATION
The Company has a nonqualified deferred compensation plan for the benefit of certain highly compensated associates,
including the Named Executive Officers. The plan provides that a certain percentage of an associate’s contributions may be
matched by the Company, subject to certain limitations. This matching contribution will vest over a specified period of time.
See the Nonqualified Deferred Compensation Table.
The Company provides the Named Executive Officers with certain perquisites including tax preparation services and car
service, in the case of Messrs. Eisenberg and Feinstein, and a car allowance, in the case of all Named Executive Officers,
other than Ms. Lattmann. The Compensation Committee believes all such perquisites are reasonable and consistent with its
overall objective of attracting and retaining our Named Executive Officers.
See the “All Other Compensation” column in the Summary Compensation Table for further information regarding these
benefits and perquisites, and Potential Payments Upon Termination or Change in Control Table for information regarding
termination and change in control payments and benefits.
Impact of Accounting and Tax Considerations
The Compensation Committee considers the accounting cost associated with equity compensation and the impact of
Section 162(m) of the Code, which generally prohibits any publicly held corporation from taking a federal income tax deduction
for compensation paid in excess of $1 million in any taxable year to certain executives, subject to certain exceptions for
performance-based compensation. Stock options and performance-based compensation granted to our Named Executive
Officers are intended to satisfy the performance-based exception and be deductible. Base salary amounts in excess of $1
million are not deductible by the Company.
Policy on the Recovery of Incentive Compensation
In fiscal 2009, the Board adopted a policy as part of the Company’s corporate governance guidelines on the recovery of
incentive compensation, commonly referred to as a “clawback policy,” applicable to the Company’s Named Executive Officers
(as defined under Item 402(a)(3) of Regulation S-K). The policy appears in the Company’s Corporate Governance Guidelines,
available in the Investor Relations section of the Company’s website at www.bedbathandbeyond.com. The Compensation
Committee is monitoring the issuance of regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act
relating to incentive compensation recoupment and will amend its policy to the extent necessary to comply with such Act.
Fiscal 2015 Performance Goals and Performance
The table below shows how we performed against the fiscal 2015 performance goals under our equity incentive program,
which were set by the Compensation Committee in early fiscal 2015.
• The one-year performance goal based on EBIT margin relative to a retail industry peer group earned 100% of the
incentive target for each NEO.
Mean (average) EBIT for Peer Group Companies 7.28%
Bed Bath & Beyond 11.69%
Achievement Percentage 160.60%
Payment Percentage 100.00%
• The three-year performance goal based on ROIC relative to such peer group will be measured at the end of fiscal 2017.
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