Bed, Bath and Beyond 2015 Annual Report Download - page 43

PROPOSAL 3—APPROVAL, BY NON-BINDING VOTE, OF 2015 EXECUTIVE COMPENSATION
GRANTS OF PLAN BASED AWARDS
Grants of Stock Options and Performance Stock Units for Fiscal 2015
The following table sets forth information with respect to stock options granted and performance stock units awarded during
fiscal 2015 to each of the Named Executive Officers under the Company’s 2012 Incentive Compensation Plan (the “2012
Plan”). The Company did not grant any non-equity incentive plan awards in fiscal 2015.
Name
Grant
Date
Estimated Future Payouts Under
Equity Incentive Plan Awards
All Other
Option
Awards:
Number of
Securities
Underlying
Options(1)
(#)
Exercise
or
Base
Price of
Option
Awards(2)
($/Sh)
Closing
Market
Price on
Date of
Grant
($/Sh)
Grant Date
Fair
Value of
Stock and
Option
Awards(3) ($)
Threshold(1)
(#)
Target(1)
(#)
Maximum(1)
(#)
Warren Eisenberg 5/11/15 0 21,141 31,712 $ 1,500,060
5/11/15 21,629 $70.96 $70.30 $ 500,008
Leonard Feinstein 5/11/15 0 21,141 31,712 $ 1,500,060
5/11/15 21,629 $70.96 $70.30 $ 500,008
Steven H. Temares 5/11/15 0 147,222 220,833 $10,446,137
5/11/15 226,003 $70.96 $70.30 $ 5,224,624
Arthur Stark 5/11/15 0 23,607 35,411 $ 1,675,035
5/11/15 25,955 $70.96 $70.30 $ 600,015
Eugene A. Castagna 5/11/15 0 24,664 36,996 $ 1,750,034
5/11/15 32,443 $70.96 $70.30 $ 750,001
Susan E. Lattmann 5/11/15 0 12,685 19,028 $ 900,064
5/11/15 17,303 $70.96 $70.30 $ 400,002
Matthew Fiorilli 5/11/15 0 20,084 30,127 $ 1,425,060
5/11/15 25,955 $70.96 $70.30 $ 600,015
(1) Number of shares when converted from dollars to shares, which number is rounded up to the nearest whole share.
(2) The exercise price of option awards is the average of the high and low trading prices of the Company’s common stock on the date of
grant.
(3) Pursuant to the SEC rules, stock and option awards are valued in accordance with ASC 718. See footnote 2 to the Summary
Compensation Table in this Proxy Statement.
Vesting of stock option awards depends on time vesting, subject in general to the executive remaining in the Company’s
service on specific vesting dates. The options granted in fiscal 2015 to Messrs. Eisenberg and Feinstein vest in three equal
installments starting on the first anniversary of the grant date. The options granted in fiscal 2015 to Messrs. Temares, Stark,
Castagna and Fiorilli and Ms. Lattmann vest in five equal installments starting on the first anniversary of the grant date. At the
time of grant or thereafter, option awards and underlying shares of common stock are not transferable other than by will or the
laws of descent and distribution, except as the Compensation Committee may permit.
Vesting of performance stock unit awards (“PSUs”) depends on (i) the Company’s achievement of a performance-based test
during a one-year period from the date of grant and during a three-year period from the date of grant, and (ii) assuming
achievement of the performance-based test, time vesting, subject, in general, to the executive remaining in the Company’s
service on specified vesting dates. Performance during the one-year period is based on Earnings Before Interest and Taxes
(“EBIT”) margin relative to a peer group of the Company comprising 47 companies. Upon achievement of the one-year
performance-based test, the corresponding PSUs will vest annually in substantially equal installments over a three year period
starting one year from the date of grant. Performance during the three-year period is based on Return on Invested Capital
(“ROIC”) relative to such peer group. Upon achievement of the three-year performance-based test, the corresponding PSUs
will vest on the fourth anniversary date of grant. The awards based on EBIT margin and ROIC are capped at 150% of target
achievement, with a floor of zero. PSUs are converted into shares of common stock upon payment following vesting.
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