EXECUTIVE COMPENSATION
FISCAL 2020 PEER GROUP
Advance Auto Parts, Inc.
|
Foot Locker, Inc.
|
ODP Corp. (formerly Office Depot)
|
AutoZone, Inc.
|
The Gap, Inc.
|
O’Reilly Automotive, Inc.
|
Big Lots, Inc.
|
Kohl’s Corporation
|
Ross Stores, Inc.
|
Burlington Stores, Inc.
|
L Brands, Inc.
|
Tractor Supply Company
|
Dick’s Sporting Goods, Inc.
|
Macy’s, Inc.
|
Ulta Beauty, Inc.
|
Dillard’s, Inc.
|
The Michaels Companies, Inc.
|
Wayfair Inc.
|
Dollar General Corporation
|
Nordstrom, Inc.
|
Williams-Sonoma, Inc.
|
Dollar Tree, Inc.
|
|
|
BED BATH & BEYOND COMPARED TO PEER GROUP
Data sourced from S&P Capital IQ effective as of February 28, 2021.
The Compensation Committee reviews market data from compensation surveys to benchmark pay for executive officer positions when relevant Peer Group data are not available.
additional compensation information
impact of accounting and tax considerations
The Compensation Committee considers various accounting and tax implications of equity-based and other compensation.
When determining the amounts of equity-based awards to be granted, the Compensation Committee examines the accounting cost associated with the grants. Under ASC 718, grants of stock options, PSUs and other equity-based awards result in an accounting charge for the Company equal to the fair value of the awards being issued.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
“Code”), generally disallows a federal income tax deduction for compensation in excess of $1 million in any taxable year
paid to certain covered executive officers. There is limited transitional relief for “qualified
performance-based compensation” and certain other items of compensation that were in place
before November 2, 2017. While the Compensation Committee generally considers this limit when determining executive
compensation, the Compensation Committee reserves the discretion to decide that it is appropriate to exceed the limitation
on deductibility so we have the flexibility to attract and retain talented executives and to ensure those executives are compensated
in a manner that is consistent with the best interests of the Company and our shareholders. Interpretations of and changes in the
tax laws and other factors beyond the Compensation Committee’s control also may affect the deductibility of
compensation.
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EXECUTIVE COMPENSATION
employment agreements
We have entered into employment agreements with our NEOs that set forth generally the elements of compensation discussed above and provide for termination payments in qualifying termination scenarios. We believe that it is in the best interests of the Company to enter into these employment arrangements as they provide a level of certainty to our executives on their fixed compensation and termination entitlements and to the Company. For more information, see “employment agreements and potential payments upon change in control.”
policy on the recovery of incentive compensation
We have a stand-alone Compensation Recoupment Policy
regarding the recovery of incentive compensation applicable to current and former senior officers. The Compensation Recoupment Policy,
which we strengthened in fiscal 2020 and established as a stand-alone policy to underscore the importance of these principles, generally
provides that we will seek to recoup incentive-based cash and equity compensation paid or awarded to current and former senior officers,
where (i) there has been a restatement of the Company’s financial results or there was an error in the calculation of the achievement
of applicable performance goals, which should have resulted in no performance-based award or a lower payment relating to such performance
or (ii) the Board determines in good faith that the executive engaged in conduct detrimental to the Company (including fraud causing
financial or reputational harm, commission of a felony, or material breach of restrictive covenants). The full policy is available in
the Governance Documents section of our Investor Relations website available at www.bedbathandbeyond.com. The Compensation Committee
continues to monitor the issuance of regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to incentive
compensation recoupment and will amend our Compensation Recoupment Policy to the extent necessary to comply with any such regulations.
anti-hedging and anti-pledging policies
We do not permit executive officers to hedge the Company’s securities, and we also restrict their ability to pledge the Company’s securities. Additional detail regarding the Company’s anti-hedging and pledging policies can be found above under the heading “Anti-Hedging and Anti-Pledging Policies.”
compensation risk assessment
In May 2020, the Compensation Committee performed
a risk assessment of our compensation programs,which included an analysis of the risk associated with our executive compensation program
conducted by Meridian. In its review, the Compensation Committee considered the balance between pay components, measures of performance,
magnitude of pay, pay caps, plan time horizons and overlapping performance cycles, program design and administration and other features
that are designed to mitigate risk (such as stock ownership guidelines and a Compensation Recoupment Policy). Following its review, the
Compensation Committee, with confirmation by Meridian, determined that our compensation practices and policies do not create risks that
are reasonably likely to have a material adverse effect on the Company.
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EXECUTIVE COMPENSATION
executive stock ownership guidelines
During 2020, the Compensation Committee enhanced its stock ownership guidelines, making such guidelines applicable not only to the CEO but to all executive officers, including our NEOs. The guidelines are based on multiples of base salary, varying by role, as follows:
MINIMUM STOCK OWNERSHIP REQUIREMENT
6x
|
3x
|
|
2x
|
BASE SALARY
|
BASE SALARY
|
|
BASE SALARY
|
Chief Executive Officer
|
Chief Financial Officer
|
Chief Stores Officer
|
Chief Legal Officer
|
|
Chief Operating Officer
|
Chief Digital Officer
|
Chief People and Culture Officer
|
|
Chief Merchandising Officer
|
Chief Brand Officer
|
|
●
|
All covered individuals must hold 50% of the net after-tax shares they receive in connection with the Company’s compensation programs or pursuant to such individuals’ employment agreements until their ownership requirement is met;
|
●
|
Once the covered individual satisfies the ownership requirement, he or she is considered in compliance as long as such covered individual’s eligible holdings do not decline below the number of shares held when he or she first met the applicable ownership guideline; and
|
●
|
The price used to determine compliance with the guidelines will be the 20-day trading average at each fiscal year-end.
|
The Compensation Committee believes these expanded share ownership guidelines are better aligned with overall market practices and will enhance the ties of our executives to shareholder interests. All of the Company's executives subject to the policy have either met the final stock ownership requirements or are in current compliance with the interim requirements under the stock ownership guidelines.
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EXECUTIVE COMPENSATION
compensation tables
summary compensation table for fiscal 2020, fiscal 2019 and fiscal 2018
The following table sets forth information concerning the compensation of the Company’s NEOs for the last three completed fiscal years (except with regard to Messrs. Arnal, Hartmann and Hartsig and Ms. Davis, who were not NEOs for fiscal 2019 or fiscal 2018 and consequently, have information included for fiscal 2020 only, and Mr. Tritton, who was not an NEO for fiscal 2018 and, consequently, has information included for fiscal years 2020 and 2019 only).
Name and Principal Position
|
|
Year
|
|
Salary(1)
($)
|
|
Bonus
($)
|
|
Stock
Awards(2)(3)
($)
|
|
Non-Equity
Incentive Plan
Compensation(4)
($)
|
|
All Other
Compensation(5)
($)
|
|
Total
($)
|
Mark J. Tritton(6)
President and Chief
Executive Officer
|
|
2020
|
|
1,144,615
|
|
710,000
|
|
6,931,834
|
|
2,700,000
|
|
1,440,503
|
|
12,926,952
|
|
2019
|
|
346,154
|
|
375,000
|
|
11,632,199
|
|
750,000
|
|
661,045
|
|
13,764,398
|
Gustavo Arnal(7)
Executive Vice President, Chief
Financial Officer and Treasurer
|
|
2020
|
|
611,058
|
|
—
|
|
2,740,375
|
|
988,125
|
|
310,841
|
|
4,650,399
|
Robyn M. D’Elia(8)
Former Chief Financial Officer
and Treasurer
|
|
2020
|
|
179,712
|
|
—
|
|
—
|
|
—
|
|
663,499
|
|
843,211
|
|
2019
|
|
750,000
|
|
—
|
|
1,559,469
|
|
—
|
|
24,937
|
|
2,334,406
|
|
2018
|
|
653,900
|
|
—
|
|
425,026
|
|
—
|
|
10,770
|
|
1,089,696
|
Cindy Davis(9)
Executive Vice President,
Chief Brand Officer and
President, Decorist
|
|
2020
|
|
511,539
|
|
250,000
|
|
2,384,540
|
|
561,346
|
|
14,016
|
|
3,721,441
|
John Hartmann(10)
Chief Operating Officer and
President, buybuy BABY
|
|
2020
|
|
750,000
|
|
687,500
|
|
6,635,377
|
|
1,473,214
|
|
103,553
|
|
9,649,644
|
Joseph Hartsig(11)
Executive Vice President, Chief
Merchandising Officer, and
President, Harmon Stores Inc.
|
|
2020
|
|
635,385
|
|
260,000
|
|
2,556,051
|
|
420,000
|
|
61,974
|
|
3,933,410
|
(1)
|
Except as otherwise described in this Summary Compensation Table, salaries to NEOs were paid in cash in fiscal 2020, fiscal 2019 and fiscal 2018, and increases in salary were effective in May for fiscal 2019 and fiscal 2018. None of our NEOs had salary increases in fiscal 2020.
|
(2)
|
The value of stock awards represents their respective total fair value on the date of grant calculated in accordance with ASC 718, without regard to the estimated forfeiture related to service-based vesting conditions, and in the case of PSUs, is based on the performance conditions applicable to such PSUs being achieved at the target payout level, which was determined to be the probable outcome as of the grant date. All assumptions made in the valuations are contained and described in Note 14 to the Company’s consolidated financial statements in the Company’s Form 10-K for fiscal 2020. Stock awards are rounded up to the nearest whole share when converted from dollars to shares. The amounts shown in the table reflect the total fair value on the date of grant and do not necessarily reflect the actual value, if any, that may be realized by the NEOs.
|
(3)
|
The value of stock awards consists of (i) PSU and RSU awards granted in fiscal 2020 to Messrs. Tritton, Arnal, Hartmann and Hartsig and Ms. Davis, (ii) a PSU award (the “Tritton Make-Whole PSU Award”) and RSU awards (the “Tritton Sign-On RSU Award” and the “Tritton Make-Whole RSU Award”) granted in fiscal 2019 to Mr. Tritton as an inducement material to his entering into an employment agreement and commencing employment with the Company and (iii) PSU awards granted in fiscal 2019 and PSU and restricted stock awards granted in fiscal 2018 to Ms. D’Elia. With regard to Ms. D’Elia’s awards, the one-year performance-based test for fiscal 2019 was met at 28.51% of target (resulting in a payout of 0.00% of target), and the one-year performance-based test for fiscal 2018 was met at 46.78% of target (resulting in a payout of 25% of target using the 2018 peer group). The fair value of the PSU awards that have not yet been certified is reported at 100% of target, which is the estimated outcome of performance conditions associated with the PSU awards on the grant date. If the Company achieves the highest level of performance for the PSU awards granted in fiscal 2020, then the fair value of such PSU awards would be $3,051,466, $844,608, $1,525,738, $762,874 and $534,010 for Messrs. Tritton, Arnal, Hartmann and Hartsig and Ms. Davis, respectively. If the Company achieves the highest level of performance for the PSU awards granted in fiscal 2019, then the fair value of the PSU awards granted in fiscal 2019 would be $2,339,221 for Ms. D’Elia. The performance metrics for Mr. Tritton’s PSU awards granted in fiscal 2019 do not provide for performance above 100% of the target. The vesting of the Tritton Sign-On RSU Award and the Tritton Make-Whole RSU Award granted in fiscal 2019 is based solely on time. The value of PSU awards granted in fiscal 2019 to Ms. D’Elia does not reflect the reduction of PSUs granted in 2019, as described below under the heading “Potential Payments Upon Termination or Change in Control – Employment Agreement and Other Compensatory Arrangements with Ms. D’Elia.”
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Table of Contents
EXECUTIVE COMPENSATION
(4)
|
For fiscal 2020, the Compensation Committee implemented a new cash short-term incentive plan (the “STIP”), which re-balanced the mix of short-term fixed and variable pay tied to aggressive, quantitative objectives. Following completion of the fiscal year, the Compensation Committee evaluated performance against the adjusted EBITDA, digital sales growth and reduction in adjusted SG&A goals, and calculated the fiscal 2020 payout. Based on the Compensation Committee’s certification of performance results, NEOs earned an actual bonus payout for fiscal 2020 of 150% achievement.
|
(5)
|
Includes, inter alia, dividends or dividend equivalents on equity-based awards based on the amounts paid to all shareholders as of the record date for each dividend declared. For Mr. Tritton in fiscal 2020, the All Other Compensation column, includes (i) payment for his home sale/buyout and relocation assistance benefits of $510,970, (ii) $762,991 in gross-up payments to reimburse applicable taxes resulting from relocation expenses that were imputed as income, including federal, state and FICA taxes, (iii) car allowance, and (iv) a payment for financial planning benefits. During fiscal 2020, total dividend income of $151,571 was paid on Mr. Tritton’s inducement awards. The amount reflected for Mr. Arnal in fiscal 2020 includes (i) payment for his relocation assistance benefits of $135,860, (ii) $138,427 in gross-up payments to reimburse applicable taxes resulting from relocation expenses that were imputed as income to him, including federal, state and FICA taxes, (iii) car allowance, (iv) payment for financial planning benefits, and (v) reimbursement of legal fees relating to the negotiation of Mr. Arnal’s employment agreement. The amount reflected for Ms. Davis in fiscal 2020 includes (i) payment for her home sale/buyout and relocation assistance benefits, (ii) $1,822 in gross-up payments to reimburse applicable taxes resulting from relocation expenses that were imputed as income to her, including federal, state and FICA taxes, (iii) car allowance, and (iv) reimbursement of expenses related to COBRA benefits pursuant to Ms. Davis’s separation from her prior employer (such expenses calculated as the value of such COBRA benefits less the amount Ms. Davis would have paid had she been covered under Company health and welfare plans for the same period). The amount reflected for Mr. Hartmann in fiscal 2020 includes (i) payment for his relocation assistance benefits of $26,927, (ii) $26,131 in gross-up payments to reimburse applicable taxes resulting from relocation expenses that were imputed as income to him, including federal, state and FICA taxes, (iii) car allowance of $33,309, (iv) payment of legal fees related to the negotiation of Mr. Hartmann’s employment agreement and (v) reimbursement of expenses related to COBRA benefits pursuant to Mr. Hartmann’s separation from his prior employer (such expenses calculated as the value of such COBRA benefits less the amount Mr. Hartmann would have paid had he been covered under Company health and welfare plans for the same period). The amount reflected for Mr. Hartsig in fiscal 2020 includes (i) payment for his relocation assistance benefits, (ii) $12,858 in gross-up payments to reimburse applicable taxes resulting from relocation expenses that were imputed as income to him, including federal, state and FICA taxes, (iii) car allowance of $25,866 and (iv) a reimbursement of legal fees in connection with his employment agreement negotiations. For Ms. D’Elia in fiscal 2020, amounts include (i) a cash payment of $576,923, which represents the portion of cash severance that was paid to Ms. D’Elia in fiscal 2020 in accordance with the terms of her employment agreement, and (ii) incremental costs to the Company for employer 401(k) plan matching contributions. Also included in the All Other Compensation column for fiscal 2020 were dividends of $13,890, that were paid on previously unvested stock awards that vested in fiscal 2020. These dividends were not factored into the grant date fair value of such stock awards under ASC 718. In addition, these dividends do not vest and are not paid until, and only then to the extent that, the associated stock awards vest and the underlying shares are paid. During fiscal 2018 the Company granted Robyn M. D’Elia a deferred cash award under the Company’s Cash Incentive Plan in the aggregate amount of $75,000. During fiscal 2020, $64,286 related to the cash award vested and is included in the All Other Compensation column. Ms. D’Elia received a COBRA subsidy upon her separation from the Company.
|
(6)
|
Mr. Tritton commenced employment as President and Chief Executive Officer of the Company, effective as of November 4, 2019. With respect to fiscal 2020, Mr. Tritton earned a cash bonus under the STIP in the total amount of $2,700,000, which is reflected in Non-Equity Incentive Plan Compensation and will be paid in fiscal 2021. Additionally, in accordance with his employee agreement, Mr. Tritton was entitled to a make-whole cash award in the amount of $710,000 (the “Tritton Make-Whole Cash Award”), which is reflected in the Bonus column. The amount of base salary paid to Mr. Tritton during fiscal 2020 reflects the portion of his annual base salary of $1,200,000 that was earned during fiscal 2020 and also reflects a 30% salary reduction between April 10 and May 16, 2020, in response to the COVID-19 pandemic. With respect to fiscal 2019, Mr. Tritton was entitled to a performance-based cash bonus under the terms of his employment agreement with the Company with the target bonus opportunity of $750,000. The Compensation Committee determined that Mr. Tritton exceeded the performance objective with respect to his bonus for fiscal 2019 and determined that it should be paid out at 150% of target, in the total amount of $1,125,000. Of this total amount, $750,000 is reflected in the Non-Equity Incentive Plan Compensation, and $375,000 is reflected in the Bonus column.
|
(7)
|
Mr. Arnal commenced employment as Executive Vice President, Chief Financial Officer and Treasurer of the Company, effective as of May 4, 2020. The amount reflected in the Salary column for Mr. Arnal during fiscal 2020 reflects the portion of his annual base salary of $775,000 that was earned during fiscal 2020. With respect to fiscal 2020, Mr. Arnal earned a cash bonus under the STIP in the total amount of $988,125, which is reflected in Non-Equity Incentive Plan Compensation column and will be paid in fiscal 2021.
|
(8)
|
The amount shown as Ms. D’Elia’s base salary reflects a 30% salary reduction between April 10 and May 4, 2020, in response to the COVID-19 pandemic. Ms. D’Elia stepped down as the Chief Financial Officer and Treasurer effective as of May 4, 2020, in connection with Mr. Gustavo Arnal’s commencement of employment as the Executive Vice President, Chief Financial Officer and Treasurer of the Company, effective as of the same date, and her employment with the Company was terminated effective as of May 8, 2020.
|
(9)
|
Ms. Davis commenced employment as the Executive Vice President, Chief Brand Officer and President, Decorist, effective as of May 26, 2020. The amount reflected in the Salary column during fiscal 2020 reflects the portion of her annual base salary of $700,000 that was earned during fiscal 2020. With respect to fiscal 2020, Ms. Davis earned a cash bonus payout under the STIP in the total amount of $561,346, which is reflected in Non-Equity Incentive Plan Compensation and will be paid in fiscal 2021. In accordance with her employee agreement, Ms. Davis was also entitled to a sign-on cash award in the amount of $250,000, which is reflected in the Bonus column.
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EXECUTIVE COMPENSATION
(10)
|
Mr. Hartmann commenced employment as the Chief Operating Officer and President, buybuy BABY, effective as of May 18, 2020. The amount reflected in the Salary column for Mr. Hartmann during fiscal 2020 reflects the portion of his annual base salary of $1,000,000 that was earned during fiscal 2020. With respect to fiscal 2020, Mr. Hartmann earned a cash bonus payout under the STIP in the total amount of $1,473,214 which is reflected in the Non-Equity Incentive Plan Compensation and will be paid in fiscal 2021. In accordance with his employee agreement, Mr. Hartmann was also entitled to a make-whole cash award in the amount of $187,500 and a sign-on cash award in the amount of $500,000, both of which are reflected in the Bonus column.
|
(11)
|
Mr. Hartsig commenced employment as the Executive Vice President, Chief Merchandising Officer, and President, Harmon Stores Inc., effective as of March 4, 2020. The amount reflected in the Salary column for Mr. Hartsig during fiscal 2020 reflects the portion of his annual base salary of $700,000 that was earned during fiscal 2020, and also reflects a 30% salary reduction between April 10 and May 16, 2020 in response to the COVID-19 pandemic. With respect to fiscal 2020, Mr. Hartsig earned a cash bonus payout under the STIP in the total amount of $420,000, which is reflected in the Non-Equity Incentive Plan Compensation column and will be paid in fiscal 2021. In accordance with his employee agreement, Mr. Hartsig was entitled to a retention bonus of $70,000 per quarter for a one year period for a total amount of $280,000. In fiscal 2020, Mr. Hartsig received $210,000 related to this retention bonus and was entitled to a sign-on cash award of $50,000, both of which are reflected in the Bonus column.
|
grants of plan based awards
grants of non-equity incentive plan awards, restricted stock units and performance stock units for fiscal 2020
The following table sets forth information with respect to cash awards earned during fiscal 2020 by each of the NEOs under the STIP, RSUs and PSUs awarded during fiscal 2020 to each of the NEOs, except Ms. D’Elia, under the 2012 Plan and, for Messrs. Arnal, Hartmann and Hartsig and Ms. Davis, RSU and PSU awards that were made as a material inducement for them to accept employment with the Company and enter into their employment agreement with the Company. A portion of the RSU awards that were made to Messrs. Arnal and Hartmann and Ms. Davis were issued outside of the 2012 Plan and the Company’s 2018 Incentive Compensation Plan (the “2018 Plan”), in accordance with Nasdaq Listing Rule 5635(c)(4) but are subject to substantially the same terms as awards made under such plans.
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
|
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
|
|
Grant
Date Fair
Value of
Stock and
Option
Awards(3)(4)
($)
|
Name
|
|
Grant
Date
|
|
Threshold(1)
($)
|
|
Target(1)
($)
|
|
Maximum(1)
($)
|
|
Threshold(2)
(#)
|
|
Target(2)
(#)
|
|
Maximum(2)
(#)
|
|
Mark J. Tritton
|
|
6/08/2020
|
(1)
|
|
900,000
|
|
1,800,000
|
|
2,700,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
6/08/2020
|
(5)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
494,450
|
|
$
|
4,897,527
|
|
|
6/08/2020
|
(6)
|
|
—
|
|
—
|
|
—
|
|
52,977
|
|
211,907
|
|
317,861
|
|
—
|
|
$
|
2,034,307
|
Gustavo Arnal
|
|
5/04/2020
|
(7)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
143,912
|
|
$
|
821,737
|
|
|
6/08/2020
|
(1)
|
|
329,375
|
|
658,750
|
|
988,125
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
6/08/2020
|
(5)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
136,857
|
|
$
|
1,355,569
|
|
|
6/08/2020
|
(6)
|
|
—
|
|
—
|
|
—
|
|
14,664
|
|
58,653
|
|
87,980
|
|
—
|
|
$
|
563,069
|
Cindy Davis
|
|
5/26/2020
|
(8)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
160,255
|
|
$
|
1,171,464
|
|
|
6/08/2020
|
(1)
|
|
187,115
|
|
374,231
|
|
561,346
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
6/08/2020
|
(5)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
86,529
|
|
$
|
857,070
|
|
|
6/08/2020
|
(6)
|
|
—
|
|
—
|
|
—
|
|
9,271
|
|
37,084
|
|
55,626
|
|
—
|
|
$
|
356,006
|
John Hartmann
|
|
5/18/2020
|
(9)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
511,991
|
|
$
|
3,169,455
|
|
|
6/08/2020
|
(1)
|
|
491,071
|
|
982,143
|
|
1,473,214
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
6/08/2020
|
(5)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
247,225
|
|
$
|
2,448,764
|
|
|
6/08/2020
|
(6)
|
|
—
|
|
—
|
|
—
|
|
26,489
|
|
105,954
|
|
158,931
|
|
—
|
|
$
|
1,017,158
|
Joseph Hartsig
|
|
3/04/2020
|
(10)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
83,456
|
|
$
|
823,085
|
|
|
6/08/2020
|
(1)
|
|
140,000
|
|
280,000
|
|
420,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
6/08/2020
|
(5)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
123,613
|
|
$
|
1,224,387
|
|
|
6/08/2020
|
(6)
|
|
—
|
|
—
|
|
—
|
|
13,245
|
|
52,977
|
|
79,466
|
|
—
|
|
$
|
508,579
|
Table of Contents
EXECUTIVE COMPENSATION
(1)
|
Represents the threshold, target and maximum amount of the fiscal 2020 non-equity incentive plan award granted to Messrs. Tritton, Arnal, Hartmann and Hartsig and Ms. Davis for fiscal 2020 pursuant to the STIP. Mr. Hartmann’s and Ms. Davis’s amounts have been prorated. See footnote (4) to the Summary Compensation Table in this Proxy Statement.
|
(2)
|
Number of shares when converted from dollars to shares, which number is rounded up to the nearest whole share. Amounts represent the threshold, target and maximum amounts for equity incentive plan awards with performance conditions for each NEO.
|
(3)
|
No option awards were granted to the NEOs in fiscal 2020.
|
(4)
|
Pursuant to the SEC rules, PSU and RSU awards are valued in accordance with ASC 718. See footnote (2) to the Summary Compensation Table in this Proxy Statement. The fair value of PSU awards is reported at 100% of target, which is the estimated outcome of performance conditions associated with the PSU awards on the grant date.
|
(5)
|
Represents an award of RSUs granted to the NEOs on June 8, 2020, under the Company’s 2012 Plan. The RSUs will vest on the third anniversary of the grant date, provided that the NEO remains continuously employed by the Company from the grant date until the vesting date.
|
(6)
|
Represents an award of PSUs granted to the NEOs on June 8, 2020, under the Company’s 2012 Plan. Vesting of these PSUs granted to the NEOs depends on (i) the Company’s achievement of a three-year performance goal based on the Company’s Total Shareholder Return (the “Performance Goal”), and (ii) assuming achievement of the Performance Goal, will vest on the third anniversary of the grant date, provided that the NEO remains continuously employed by the Company from the grant date until the vesting date. The awards are capped at 150% of target achievement, with a floor of zero. PSUs are converted into shares of common stock upon payment following vesting.
|
(7)
|
Represents a sign-on award of RSUs granted to Mr. Arnal as an inducement material to his entering into an employment agreement and commencing employment with the Company (the “Arnal Sign-On RSU Award”). The RSUs will vest in three substantially equal installments on each of the first, second and third anniversaries of the Grant Date (for each NEO’s inducement award, a “Vesting Date”), provided that Mr. Arnal remains continuously employed by the Company from the Grant Date until the applicable Vesting Date.
|
(8)
|
Represents a sign-on award of RSUs granted to Ms. Davis as an inducement material to her entering into an employment agreement and commencing employment with the Company (the “Davis Sign-On RSU Award”). The RSUs will vest in three substantially equal installments on the Vesting Dates, provided that Ms. Davis remains continuously employed by the Company from the Grant Date until the applicable Vesting Date.
|
(9)
|
Represents a make-whole award of RSUs granted to Mr. Hartmann as an inducement material to his entering into an employment agreement and commencing employment with the Company (the “Hartmann Make-Whole RSU Award”). The RSUs will vest in three substantially equal installments on the Vesting Dates, provided that Mr. Hartmann remains continuously employed by the Company from the Grant Date until each applicable Vesting Date.
|
(10)
|
Represents a make-whole award of RSUs granted to Mr. Hartsig as an inducement material to his entering into an employment agreement and commencing employment with the Company (the “Hartsig Make-Whole RSU Award”). The RSUs will vest in three substantially equal installments on each of the Vesting Dates, provided that Mr. Hartsig remains continuously employed by the Company from the Grant Date until each applicable Vesting Date.
|
outstanding equity awards at fiscal year-end
The following table sets forth information for each of the NEOs with respect to the value of all unvested restricted stock awards, unvested RSUs and unvested PSUs as of February 27, 2021, the last day of fiscal 2020.
Name
|
|
Equity Incentive Plan Awards: Number
of Unearned Shares, Units or Other
Rights That Have Not Vested
(#)
|
|
Equity Incentive Plan Awards: Market or Payout
Value of Unearned Shares, Units or Other Rights
That Have Not Vested(1)
($)
|
Mark J. Tritton
|
|
1,113,049
|
(2)
|
|
$
|
29,896,496
|
Gustavo Arnal
|
|
339,422
|
(3)
|
|
$
|
9,116,875
|
Robyn M. D’Elia
|
|
55,261
|
(4)
|
|
$
|
1,484,310
|
Cindy Davis
|
|
283,868
|
(5)
|
|
$
|
7,624,694
|
John Hartmann
|
|
865,170
|
(6)
|
|
$
|
23,238,466
|
Joseph Hartsig
|
|
260,046
|
(7)
|
|
$
|
6,984,836
|
(1)
|
Market value is based on the closing price of the Company’s common stock of $26.86 per share on February 26, 2021, the last trading day in fiscal 2020.
|
(2)
|
The amounts reflected for Mr. Tritton include (i) 132,957 RSUs that will vest on March 31, 2021, subject, in general, to Mr. Tritton remaining in the Company’s employ through the applicable vesting date, and to the terms, conditions and restrictions of the award agreement governing the grant; (ii) 273,735 PSUs that will vest on November 4, 2021, subject to the terms, conditions and restrictions of the award agreement governing the grant; (iii) 494,450 RSUs that will vest on June 8, 2023, subject, in general, to Mr. Tritton remaining in the Company’s employ through the vesting date, and to the terms, conditions and restrictions of the award agreement governing the grant; and (iv) 211,907 PSUs that will vest on June 8, 2023, subject to the terms, conditions and restrictions of the award agreement governing the grant. See footnote (6) to the Grants of Plan Based Awards table in this Proxy Statement. Unvested PSU awards are valued at target achievement.
|
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EXECUTIVE COMPENSATION
(3)
|
The amounts reflected for Mr. Arnal include (i) 143,912 RSUs that will vest as follows: (x) 47,971 RSUs will vest on each of May 04, 2021 and 2023 and (y) 47,970 RSUs will vest on May 04, 2022, subject to the terms, conditions and restrictions of the award agreement governing the grant; (ii) 136,857 RSUs will vest on June 8, 2023, subject to the terms, conditions and restrictions of the award agreement governing the grant; and (iii) 58,653 PSUs will vest on June 08, 2023, subject to the terms, conditions and restrictions of the award agreement governing the grant. See footnote (6) to the Grants of Plan Based Awards table in this Proxy Statement. Unvested PSU awards are valued at target achievement.
|
(4)
|
Ms. D’Elia’s unvested PSU awards are valued at target achievement and include 55,261 PSUs, which are subject to a three-year performance goal (which goal is either a cumulative Company EBIT goal or a three-year relative TSR goal, as more fully described below under the heading "Potential Payments Upon Termination or Change in Control - Employment Agreement and Other Compensatory Arrangements with Ms. D’Elia"). Upon attainment of the three-year performance goal and after the Compensation Committee certifies achievement of the performance goal, the PSU awards are scheduled to vest as follows: (i) 16,149 on May 10, 2021 and (ii) 39,112 on June 28, 2022.
|
(5)
|
The amounts reflected for Ms. Davis include (i) 160,255 RSUs that will vest as follows: (x) 53,419 RSUs will vest on May 26, 2021 and (y) 53,418 RSUs will vest on each of May 26, 2022 and 2023, subject to the terms, conditions and restrictions of the award agreement governing the grant; (ii) 86,529 RSU’s that will vest on June 8, 2023, subject to the terms, conditions and restrictions of the award agreement governing the grant; and (iii) 37,084 PSU awards that will vest on June 08, 2023, subject to the terms, conditions and restrictions of the award agreement governing the grant. See footnote (6) to the Grants of Plan Based Awards table in this Proxy Statement. Unvested PSU awards are valued at target achievement.
|
(6)
|
The amounts reflected for Mr. Hartmann include (i) 511,991 RSUs that will vest as follows: (x) 170,664 RSUs will vest on each of May 18, 2021 and 2023 and (y) 170,663 RSUs will vest on May 18, 2022, subject to the terms, conditions and restrictions of the award agreement governing the grant; (ii) 247,225 RSUs that will vest on June 8, 2023, subject to the terms, conditions and restrictions of the award agreement governing the grant; and (iii) 105,954 PSU awards that will vest on June 08, 2023, subject to the terms, conditions and restrictions of the award agreement governing the grant. See footnote (6) to the Grants of Plan Based Awards table in this Proxy Statement. Unvested PSU awards are valued at target achievement.
|
(7)
|
The amounts reflected for Mr. Hartsig include (i) 83,456 RSUs that will vest as follows: (x) 27,819 RSUs will vest on each of March 04, 2021 and 2023 and (y) 27,818 RSUs will vest on March 04, 2022, subject to the terms, conditions and restrictions of the award agreement governing the grant; (ii) 123,613 RSUs that will vest on June 8, 2023, subject to the terms, conditions and restrictions of the award agreement governing the grant; and (iii) 52,977 PSU awards that will vest on June 08, 2023, subject to the terms, conditions and restrictions of the award agreement governing the grant. See footnote (6) to the Grants of Plan Based Awards table in this Proxy Statement. Unvested PSU awards are valued at target achievement.
|
option exercises and stock vested
option exercises and stock awards vested for fiscal 2020
The following table includes certain information with respect to the exercise of options and vesting of stock awards by NEOs during fiscal 2020.
|
|
Stock Awards
|
Name
|
|
Number of Shares
Acquired on
Vesting
(#)
|
|
Value Realized on
Vesting
($)
|
Mark J. Tritton(1)
|
|
445,796
|
|
$
|
3,976,309
|
Gustavo Arnal(2)
|
|
—
|
|
|
—
|
Robyn M. D’Elia(3)
|
|
6,712
|
|
$
|
41,178
|
Cindy Davis(2)
|
|
—
|
|
|
—
|
John Hartmann(2)
|
|
—
|
|
|
—
|
Joseph Hartsig(2)
|
|
—
|
|
|
—
|
(1)
|
Mr. Tritton acquired 445,796 shares in total on March 31, 2020, September 30, 2020, and November 04, 2020, upon the vesting of previously granted RSUs.
|
(2)
|
Messrs. Arnal, Hartmann and Hartsig and Ms. Davis did not have any shares vest in fiscal 2020.
|
(3)
|
Ms. D’Elia acquired 6,712 shares in total on her separation from the Company on May 8, 2020, upon the lapse of restrictions on previously granted shares of restricted stock.
|
Table of Contents
EXECUTIVE COMPENSATION
employment agreements and potential payments upon termination or change in control
employment agreements
Each NEO has an employment agreement with the Company that provides for severance pay and other benefits upon a termination of his or her employment. For a complete description of payments due to each NEO upon termination of his or her employment with the Company, see “Potential Payments Upon Termination or Change in Control” below. Each NEO’s employment agreement provides for non-competition, non-solicitation, and non-interference during the term of employment and for a certain period thereafter. Mr. Tritton’s restricted period extends two years after separation from the Company; Mr. Hartmann’s restricted period is 18 months following termination; and Mr. Arnal’s, Mr. Hartsig’s, and Ms. Davis’s extends 12 months after termination. Ms. D’Elia, whose employment with the Company terminated on May 8, 2020, continues to be bound by a two-year non-solicitation restriction and non-competition restriction for one year contained in her employment agreement. Each NEO employment agreement provides for confidentiality during the term of employment and surviving the end of the term of employment.
potential payments upon termination or change in control
The employment agreement of each NEO and certain of the plans in which the NEOs participate require the Company to pay compensation to the executives if their employment terminates. Because Ms. D’Elia separated from the Company effective May 8, 2020, her separation was treated as a termination of employment by the Company other than for “cause,” and the descriptions of the applicable agreement and arrangement below describe only the provisions applicable to, and amounts payable and benefits provided as a result of, a termination of Ms. D’Elia without “cause.”
The table below lists the estimated amount of compensation payable to each of Messrs. Tritton. Hartmann, Arnal, and Hartsig and Ms. Davis in each termination situation using an assumed termination date and an assumed change in control date of February 27, 2021, the last day of fiscal 2020 and a price per share of common stock of $26.86 (the “Per Share Closing Price”), the closing per share price as of February 26, 2021, the last trading day of fiscal 2020.
employment agreement with Mr. Tritton
The Board appointed Mark J. Tritton as the President and Chief Executive Officer of the Company, and in connection therewith, the Company entered into an employment agreement with Mr. Tritton (the “Tritton Employment Agreement”) on October 6, 2019. The Tritton Employment Agreement provides that in the event of a termination of Mr. Tritton’s employment due to his death or disability:
●
|
the Company will pay Mr. Tritton any base salary that had accrued but had not been paid on or before the date of separation, any reimbursement due in accordance with the terms of the relevant employment agreement and any other vested benefits or vested amounts due and owed to the executive under the terms of any plan, program or arrangement of the Company (collectively, with respect to each applicable executive, the “Accrued Obligations”); and
|
|
|
●
|
the Tritton Sign-On RSU Award and the Tritton Make-Whole RSU Award, to the extent not previously vested, will immediately vest in full and the Tritton Make-Whole PSU Award, to the extent not previously vested, will immediately vest in full at 100% of target level of performance (collectively, the “Tritton Make-Whole Award Acceleration”). The number of RSUs subject to the Tritton Sign-On RSU Award and the Tritton Make-Whole RSU Award were determined by dividing the grant values set forth in the employment agreement by the volume-weighted average closing price of a share of the Company’s common stock over the twenty trading day period ending immediately prior to Mr. Tritton’s start date (the “20-Day Volume-Weighted Average Determination”).
|
The Tritton Employment Agreement provides that if the Company terminates Mr. Tritton’s employment without “Cause,” or in the event Mr. Tritton terminates with “Good Reason,” in each case, not in connection with a “change in control” (as defined in the 2018 Plan), then in addition to the Accrued Obligations and the Tritton Make-Whole Award Acceleration, Mr. Tritton will receive: (i) severance pay equal to the sum of (x) two times Mr. Tritton’s base salary and (y) his target annual bonus for the performance year in which the termination date occurs (payable over the 24 months following his termination date), (ii) any earned but unpaid annual bonus for the performance year prior to the year of termination, and (iii) up to 24 months of COBRA benefits at active employee rates. Severance pay will be paid in accordance with normal payroll; however, any amount due prior to the six months after termination of employment will be paid in a lump sum on the date
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|
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following the six-month anniversary of termination of employment. If the Company terminates Mr. Tritton’s employment without “Cause,” or in the event Mr. Tritton terminates with “Good Reason,” in each case, within 30 days prior to, or two years following, a “change in control” (as defined in the 2018 Plan), then Mr. Tritton will receive the entitlements described in the preceding two sentences, except that the severance pay will be paid in lump sum, Mr. Tritton’s other outstanding time-based equity awards will immediately vest in full, and any other outstanding performance-based equity awards will vest, based on actual performance and prorated based on the number of days during the applicable performance period that Mr. Tritton remained employed by the Company, at the time that such awards would have otherwise vested had Mr. Tritton remained employed up to the vesting date. Mr. Tritton (or his estate or legal representative, in the event of Mr. Tritton’s death or disability) is required to deliver a formal release of all claims prior to, and as a condition of, his receipt of any of the severance payments, accelerated vesting, and other post-employment benefits under the Tritton Employment Agreement.
In the event Mr. Tritton’s employment is terminated by the Company, and any compensation, payment or distribution by the Company would constitute an “excess parachute payment” as defined in Section 280G of the Code (“Section 280G”), payments would be reduced to the extent that such cutback would result in a better net after tax position for Mr. Tritton (as applicable to the relevant NEO, a “Cutback”).
“Cause” is defined in the Tritton Employment Agreement as Mr. Tritton’s: (i) indictment for or plea of nolo contendere to a felony or commission of an act involving moral turpitude; (ii) commission of fraud, theft, embezzlement, self-dealing, misappropriation or other malfeasance against the business of the Company Group; (iii) indictment for or plea of nolo contendere to any serious offense that results in or would reasonably be expected to result in material financial harm, materially negative publicity or other material harm to any member of the Company Group; (iv) failure to perform any material aspect of his lawful duties or responsibilities for the Company or the Company Group (other than by reason of disability), and if curable, failure to cure in a timely manner; (v) failure to comply with any lawful written policy of the Company or reasonable directive of the Board, and in either case, if curable, failure to cure in a timely manner; (vi) commission of acts or omissions constituting gross negligence or gross misconduct in the performance of any aspect of his lawful duties or responsibilities; (vii) breach of any fiduciary duty owed to the Company Group; (viii) violation or breach of any restrictive covenant or any material term of the Tritton Employment Agreement, and, if curable, failure to cure in a timely manner; or (ix) commission of any act or omission that damages or is reasonably likely to damage the financial condition or business of the Company or materially damages or is reasonably likely to materially damage the reputation, public image, goodwill, assets or prospects of the Company. In addition, Mr. Tritton’s employment will be deemed to have terminated for “Cause” if, on the date Mr. Tritton’s employment terminates, facts and circumstances exist that would have justified a termination for Cause, to the extent that such facts and circumstances are discovered within four months after such termination.
“Good Reason” is defined in the Tritton Employment Agreement as any of the following occurring without Mr. Tritton’s written consent: (i) a reduction of Mr. Tritton’s base salary, other than a reduction of less than ten percent in connection with a comparable decrease applicable to all senior executives of the Company; (ii) the Company’s relocation of Mr. Tritton’s place of employment by more than thirty-five miles; (iii) a material diminution in Mr. Tritton’s duties, authority or responsibilities; or (iv) a change in Mr. Tritton’s reporting line (such that he no longer reports directly to the Board) or in his title of Chief Executive Officer; provided, in each case, that a resignation will be with “Good Reason” only if Mr. Tritton provides the Company with written notice detailing the specific circumstances alleged to constitute “Good Reason” within sixty calendar days after the occurrence of such circumstances, the Company fails to cure such circumstances in all material respects within thirty days of receipt of notice, and Mr. Tritton actually resigns within one hundred and twenty days following the first occurrence of any grounds for “Good Reason”; provided further, that the removal of Mr. Tritton’s title as President and the subsequent appointment of a President who would report to Mr. Tritton would not constitute grounds for “Good Reason.”
The Tritton Employment Agreement provides for non-competition and non-solicitation during the term of employment and for two years thereafter. The agreement also provides for non-disparagement and confidentiality during the term of employment and surviving the end of the term of employment.
Table of Contents
EXECUTIVE COMPENSATION
employment agreement with Mr. Hartmann
The Board appointed John Hartmann as Chief Operating Officer of the Company and President, buybuy BABY, and in connection therewith, the Company entered into an employment agreement with Mr. Hartmann (the “Hartmann Employment Agreement”) on April 1, 2020. The Hartmann Employment Agreement provides that in the event of a termination of Mr. Hartmann’s employment due to his death or disability:
●
|
the Company will pay Mr. Hartmann (or his estate) any Accrued Obligations;
|
|
|
●
|
the Hartmann Make-Whole RSU Award (the number of RSUs subject to which were calculated using the 20-Day Volume-Weighted Average Determination), to the extent not previously vested, will immediately vest in full as of the date of termination (the “Hartmann Make-Whole Award Acceleration”); and
|
|
|
●
|
the Company will pay Mr. Hartmann (or his estate) any earned but unpaid annual bonus for a fiscal year occurring before the fiscal year in which the termination occurs.
|
The Hartmann Employment Agreement provides that if the Company terminates Mr. Hartmann’s employment as a result of non-renewal of the employment term or otherwise without “Cause,” or in the event Mr. Hartmann terminates with “Good Reason,” then in addition to the Accrued Obligations and the Hartmann Make-Whole Award Acceleration, Mr. Hartmann will receive: (i) cash severance pay equal to one and a half times the sum of (x) Mr. Hartmann’s then-current base salary and (y) his then-current target annual bonus, payable over the 18 months following his termination date, (ii) any earned but unpaid annual bonus for the fiscal year prior to the fiscal year in which the termination occurs, and (iii) up to 78 weeks of COBRA benefits at active employee rates. Mr. Hartmann (or his estate or legal representative, in the event of Mr. Hartmann’s death or disability) is required to deliver a formal release of all claims prior to, and as a condition of, his receipt of any of the severance payments, accelerated vesting, and other post-employment benefits under the Hartmann Employment Agreement.
In the event Mr. Hartmann’s employment is terminated by the Company, and any compensation, payment or distribution by the Company would constitute an “excess parachute payment” as defined in Section 280G, payments would be subject to the Cutback.
“Cause,” for each of Messrs. Hartmann, Arnal and Hartsig and Ms. Davis, unless otherwise noted, is generally defined in their respective employment agreements as the executive’s: (i) indictment for or plea of nolo contendere to a felony or commission of an act involving moral turpitude; (ii) commission of fraud, theft, embezzlement, self-dealing, misappropriation or other malfeasance against the business of the Company Group; (iii) indictment for or plea of nolo contendere to any serious offense that results in or would reasonably be expected to result in material financial harm, materially negative publicity or other material harm to any member of the Company Group; (iv) failure to perform any material aspect of his lawful duties or responsibilities for the Company or the Company Group (other than by reason of disability), and if curable, failure to cure in a timely manner; (v) failure to comply with any lawful written policy of the Company or reasonable directive of the CEO or the Board, and in either case, if curable, failure to cure in a timely manner; (vi) commission of acts or omissions constituting gross negligence or gross misconduct in the performance of any aspect of his lawful duties or responsibilities; (vii) breach of any fiduciary duty owed to the Company Group; (viii) violation or breach of any restrictive covenant or any material term of the applicable employment agreement, and, if curable, failure to cure in a timely manner; or (ix) commission of any act or omission that damages or is reasonably likely to damage the financial condition or business of the Company or materially damages or is reasonably likely to materially damage the reputation, public image, goodwill, assets or prospects of the Company. In addition, the executive’s employment will be deemed to have terminated for “Cause” if, on the date the executive’s employment terminates, facts and circumstances exist that would have justified a termination for Cause, to the extent that such facts and circumstances are discovered within four months after such termination.
“Good Reason,” for each of Messrs. Hartmann, Arnal and Hartsig and Ms. Davis, is generally defined in the their respective employment agreements as any of the following occurring without applicable executive’s written consent: (i) a reduction of the executive’s base salary, other than a reduction of less than ten percent in connection with a comparable decrease applicable to all senior executives of the Company; (ii) the Company’s relocation of the executive’s place of employment by more than thirty-five miles; (iii) a material diminution in the executive’s duties, authority or responsibilities; or (iv) a change in the executive’s reporting line (such that he or she no longer reports directly to the CEO or the Board); provided, in each case, that a resignation will be with “Good Reason” only if the executive provides the Company with written notice
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|
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detailing the specific circumstances alleged to constitute “Good Reason” within sixty calendar days after the occurrence of such circumstances, the Company fails to cure such circumstances in all material respects within thirty days of receipt of notice, and the applicable executive actually resigns within one hundred and twenty days following the first occurrence of any grounds for “Good Reason.”
The Hartmann Employment Agreement provides for non-competition and non-solicitation during the term of employment and for 18 months thereafter. The agreement also provides for non-disparagement and confidentiality during the term of employment and surviving the end of the term of employment.
employment agreement with Mr. Arnal
The Board appointed Gustavo Arnal Executive Vice President and Chief Financial Officer of the Company, and in connection therewith, the Company entered into an employment agreement with Mr. Arnal (the “Arnal Employment Agreement”) on April 24, 2020. The Arnal Employment Agreement provides that in the event of a termination of Mr. Arnal’s employment due to his death or disability:
●
|
the Company will pay Mr. Arnal (or his estate) any Accrued Obligations; and
|
●
|
the Arnal Sign-On RSU Award (the number of RSUs subject to which were calculated using the 20-Day Volume-Weighted Average Determination), to the extent not previously vested, will immediately vest in full as of the date of termination (the “Arnal Sign-On Award Acceleration”).
|
The Arnal Employment Agreement provides that if the Company terminates Mr. Arnal’s employment as a result of non-renewal of the employment term or otherwise without “Cause,” or in the event Mr. Arnal terminates for “Good Reason,” then in addition to the Accrued Obligations and the Arnal Sign-On Award Acceleration, Mr. Arnal will receive: (i) cash severance pay equal to the sum of (x) Mr. Arnal’s then-current base salary and (y) his then-current target annual bonus, payable over the 12 months following his termination date, (ii) any earned but unpaid annual bonus for the fiscal year prior to the fiscal year in which the termination occurs, (iii) full vesting of any 2020 equity awards, (based on actual performance with respect to performance-based 2020 equity awards, and prorated for the number of days in the performance period before Mr. Arnal’s termination), and (iv) up to 52 weeks of COBRA benefits at active employee rates. Mr. Arnal (or his estate or legal representative, in the event of Mr. Arnal’s death or disability) is required to deliver a formal release of all claims prior to, and as a condition of, his receipt of any of the severance payments, accelerated vesting, and other post-employment benefits under the Arnal Employment Agreement.
The Arnal Employment Agreement provides for non-competition and non-solicitation during the term of employment and for 12 months thereafter. The agreement also provides for non-disparagement and confidentiality during the term of employment and surviving the end of the term of employment.
employment agreement with Mr. Hartsig
The Board appointed Joseph Hartsig Executive Vice President, Chief Merchandising Officer of the Company and President, Harmon Stores Inc., and in connection therewith, the Company entered into an employment agreement with Mr. Hartsig (the “Hartsig Employment Agreement”) on February 26, 2020. The Hartsig Employment Agreement provides that in the event of a termination of Mr. Hartsig’s employment due to his death or disability:
●
|
the Company will pay Mr. Hartsig (or his estate) any Accrued Obligations;
|
●
|
the Hartsig Make-Whole RSU Award (the number of RSUs subject to which were calculated using the 20-Day Volume-Weighted Average Determination), to the extent not previously vested, will immediately vest in full as of the date of termination (the “Hartsig Make-Whole Award Acceleration”);
|
●
|
the Company will pay Mr. Hartsig (or his estate) any earned but unpaid annual bonus for a fiscal year prior to the fiscal year in which the termination occurs; and
|
●
|
The Company will pay Mr. Hartsig (or his estate) any portion of the Hartsig Retention Bonus that has not been paid as of the termination.
|
Table of Contents
EXECUTIVE COMPENSATION
The Hartsig Employment Agreement provides that if the Company terminates Mr. Hartsig’s employment as a result of non-renewal of the employment term or otherwise without “Cause,” or in the event Mr. Hartsig terminates for “Good Reason,” then in addition to the Accrued Obligations and the Hartsig Make-Whole Award Acceleration, Mr. Hartsig will receive: (i) cash severance pay equal to the sum of (x) Mr. Hartsig’s then-current base salary and (y) his then-current target annual bonus, payable over the 12 months following his termination date, (ii) any earned but unpaid annual bonus for the fiscal year prior to the fiscal year in which the termination occurs, (iii) if such termination occurs in the last 6 months of the fiscal year in which the termination occurs, a portion of the annual bonus for such fiscal year (based on actual performance and prorated for the number of days in the performance period before Mr. Hartsig’s termination), (iv) any portion of the Hartsig Retention Bonus that has not been paid as of the termination date, and (v) up to 52 weeks of COBRA benefits at active employee rates. Mr. Hartsig (or his estate or legal representative, in the event of Mr. Hartsig’s death or disability) is required to deliver a formal release of all claims prior to, and as a condition of, his receipt of any of the severance payments, accelerated vesting, and other post-employment benefits under the Hartsig Employment Agreement.
In the event Mr. Hartsig’s employment is terminated by the Company, and any compensation, payment or distribution by the Company would constitute an “excess parachute payment” as defined in Section 280G, payments would be subject to the Cutback.
The Hartsig Employment Agreement provides for non-competition and non-solicitation during the term of employment and for 12 months thereafter. The agreement also provides for non-disparagement and confidentiality during the term of employment and surviving the end of the term of employment.
employment agreement with Ms. Davis
The Board appointed Cindy Davis Chief Brand Officer of the Company and President, Decorist, and in connection therewith, the Company entered into an employment agreement with Ms. Davis (the “Davis Employment Agreement”) on April 30, 2020. The Davis Employment Agreement provides that in the event of a termination of Ms. Davis’s employment due to her death or disability:
●
|
the Company will pay Ms. Davis any Accrued Obligations; and
|
●
|
the Davis Sign-On RSU Award (the number of RSUs subject to which were calculated using the 20-Day Volume-Weighted Average Determination), to the extent not previously vested, will immediately vest in full (the “Davis Sign-On Award Acceleration”).
|
The Davis Employment Agreement provides that if the Company terminates Ms. Davis’s employment as a result of non-renewal of the employment term or otherwise without “Cause,” or in the event Ms. Davis terminates for “Good Reason,” then in addition to the Accrued Obligations and the Davis Sign-On Award Acceleration, Ms. Davis will receive: (i) severance pay equal to the sum of (x) one times Ms. Davis’s base salary and (y) her target annual bonus for the performance year in which the termination date occurs (payable over the 12 months following her termination date), (ii) any earned but unpaid annual bonus for the performance year prior to the year of termination, and (iii) up to 52 weeks of COBRA benefits at active employee rates. Severance pay will be paid in accordance with normal payroll; however, any amount due prior to the six months after termination of employment will be paid in a lump sum on the date following the six-month anniversary of termination of employment. Ms. Davis (or her estate or legal representative, in the event of Ms. Davis’s death or disability) is required to deliver a formal release of all claims prior to, and as a condition of, her receipt of any of the severance payments, accelerated vesting, and other post-employment benefits under the Davis Employment Agreement.
The “Cause” definition in the Davis Employment Agreement generally aligns with the definition of "Cause" in Messrs. Hartmann's, Arnal's and Hartsig's employment agreements, except that Ms. Davis’s employment will be deemed to have terminated for “Cause” if, on the date Ms. Davis’s employment terminates, facts and circumstances exist that would have justified a termination for Cause, to the extent that such facts and circumstances are discovered following such termination.
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EXECUTIVE COMPENSATION
The Davis Employment Agreement provides for non-competition and non-solicitation during the term of employment and for 12 months thereafter. The agreement also provides for non-disparagement and confidentiality during the term of employment and surviving the end of the term of employment.
employment agreement and other compensatory arrangements with Ms. D’Elia
The employment agreement with Ms. D’Elia provides for severance pay equal to one year’s salary (which was $750,000 at the time of Ms. D'Elia's separation from the Company) if the Company terminates her employment other than for “Cause” (including by reason of death or disability) or upon a “constructive termination” (as defined below). Severance pay is payable in accordance with normal payroll; however, any amount due prior to the six months after termination of employment will be paid in a lump sum on the date following the six-month anniversary of termination of employment. “Cause” is defined in the employment agreement as when Ms. D’Elia has: (i) acted in bad faith or with dishonesty; (ii) willfully failed to follow reasonable and lawful directions of the CEO or the Board; (iii) performed her duties with gross negligence; or (iv) been convicted of a felony. “Constructive termination” is defined in the employment agreement as (i) the Company’s relocation of Ms. D’Elia’s place of employment by more than twenty-five miles or (ii) the Company’s material breach of one or more terms of her employment agreement. Under the terms of Ms. D’Elia’s employment agreement, upon a termination of Ms. D’Elia’s employment by the Company for any reason other than for “Cause,” upon a “constructive termination,” or upon death or disability, all options that were not exercisable become exercisable, unvested time vested or performance vested restricted shares or incentive cash awards granted vest subject to attainment of any applicable performance goals (except as expressly provided otherwise in the applicable award agreement), and the unvested portion of Ms. D’Elia’s deferred cash award immediately vests and become payable, subject to the execution and non-revocation of a release of claims. See footnote (10) to the Summary Compensation Table in this Proxy Statement. The agreement also provides for non-solicitation during the term of employment and for two years thereafter, and for non-competition during the term of employment and for one year thereafter, subject to the Company’s ability to extend the non-competition period for an additional year provided the Company also extends her severance payments for such additional period. The agreement also provides for confidentiality during the term of employment and surviving the end of the term of employment.
On May 4, 2020, Ms. D’Elia ceased serving as Chief Financial Officer of the Company and continued to provide transitional services to the Company through May 8, 2020. On May 15, 2020, Ms. D’Elia and the Company entered into a separation and general release agreement with the Company (the “D’Elia Separation Agreement”), pursuant to which, subject to Ms. D’Elia’s timely execution and non-revocation of a release of claims in favor of the Company (which execution did occur), her termination of employment was treated as a termination by the Company other than for “Cause,” and Ms. D’Elia became entitled to receive those payments and benefits described above. Pursuant to the terms of Ms. D’Elia’s employment agreement, as a result of her departure in the Company’s 2020 fiscal year, her unvested incentive cash award (equal to $64,286) and 6,712 shares of restricted stock vested.
Pursuant to the terms of her employment agreement and the applicable award agreement, the time-vesting component of the following awards held by Ms. D’Elia accelerated and remained subject to attainment of any performance goals and the certification of the applicable performance-based tests by the Compensation Committee, as provided under her award agreements and subject to the terms of the D’Elia Separation Agreement:
●
|
16,149 PSU awards granted in June 2018 subject to three-year performance goals (assuming target level of performance);
|
●
|
33,639 PSU awards granted in June 2019 subject to one-year performance goals (assuming target level of performance), subject to the reduction described immediately below; and
|
●
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39,905 PSU awards, representing a portion of the PSU awards granted in June 2019 subject to three-year performance goals, prorated for the portion of the applicable performance period that Ms. D’Elia was employed by the Company (assuming target level of performance), which were further reduced as described immediately below.
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Table of Contents
EXECUTIVE COMPENSATION
The one-year performance goal applicable to Ms. DElias PSUs granted in the Companys 2018 fiscal year was determined to have been attained, and the PSUs became fully vested. However, in connection with its review of the 2018 Performance Peer Group used for purposes of the PSUs granted to Ms. DElia in the Companys 2018 fiscal year, the Compensation Committee found that the Companys 2017 fiscal year performance peer group was used in determining the achievement of performance goals instead of the 2018 Performance Peer Group, which resulted in Ms. DElia receiving 3,499 additional shares in respect of her PSUs (the DElia Additional Shares). Accordingly, the target number of PSUs awarded to Ms. DElia in June 2019 was reduced by the number of DElia Additional Shares. Because the PSUs subject to three-year performance goals granted to Ms. DElia in June 2019 vested on a prorated basis in connection with her separation, pursuant to the DElia Separation Agreement, the Company reduced the number of outstanding PSUs granted to Ms. DElia by 1,586 PSUs, such that, following the reduction, Ms. DElia held (i) 32,846 PSUs granted in fiscal 2019 subject to a one-year performance goal, and (ii) 39,112 PSUs granted in fiscal 2019, comprised of PSUs subject to a cumulative Company EBIT goal, and PSUs subject to a three-year relative TSR goal (in each case, assuming 100% of the target level of performance). Per the Compensation Committees certification of performance goal attainment, the three-year performance goal applicable to Ms. D'Elia's PSUs granted in the Company's 2018 fiscal year was determined not to have been attained, so none of such PSUs will vest. The one-year performance goal applicable to Ms. D'Elia's PSUs granted in June 2019 was determined not to have been attained, so such PSU awards granted to Ms. D'Elia also will not vest. The DElia Separation Agreement also entitles Ms. DElia to up to 18 months of COBRA benefits at active employee rates and a six month virtual employment service program and provides that the Company waives its rights to extend Ms. DElias non-competition period by one additional year.
PSU and RSU Award Agreements
The award agreements applicable to the PSUs and RSUs held by our NEOs provide for accelerated vesting upon certain termination events, including in connection with a change in control (as defined in the 2018 Plan). Upon a termination due to death or disability (as defined in an applicable employment agreement or, if not there defined, the 2012 Plan), the RSUs will immediately vest in full, and upon a termination by the Company without Cause or for Good Reason, subject to the NEOs timely execution, delivery, and non-revocation of a release of claims in favor of the Company, a pro-rated portion of the RSUs will vest on the original vesting date. In the event of a termination by the Company without Cause or for Good Reason, in each case, within ninety (90) days prior to, or two (2) years following, a change in control, subject to the NEOs timely execution, delivery, and non-revocation of a release of claims in favor of the Company, the RSUs will immediately vest in full.
The award agreements applicable to the PSUs held by our NEOs provide that (i) upon a termination due to the NEOs death, the awards will vest at target, (ii) upon a termination due to disability (as defined in an applicable employment agreement or, if not there defined, the 2012 Plan), the awards will remain outstanding and eligible to vest in full based on actual performance on the original vesting date, (iii) upon a termination by the Company without Cause or for Good Reason, subject to the NEOs timely execution, delivery, and non-revocation of a release of claims in favor of the Company, the awards will remain outstanding and eligible to vest based on actual performance on the original vesting date, prorated for the portion of the period during which the NEO was employed and (iv) upon a termination by the Company without Cause or for Good Reason within ninety (90) days prior to, or two (2) years following, a change in control, subject to the NEOs timely execution, delivery, and non-revocation of a release of claims in favor of the Company, the awards will immediately vest in full based on actual performance during the portion of the performance period ending on the date of such termination.
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EXECUTIVE COMPENSATION
Table and related footnotes follow:
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|
Cash
Severance(1)
|
|
Cash Award
Acceleration(2)
|
|
PSU and RSU
Acceleration(3)
|
|
COBRA
Continuation(4)
|
|
Total(5)
|
Mark J. Tritton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination due to death or disability(6)
|
|
$
|
—
|
|
$
|
—
|
|
$
|
30,034,771
|
|
$
|
—
|
|
$
|
30,034,771
|
Termination without Cause or with Good Reason(7)
|
|
$
|
6,000,000
|
|
$
|
—
|
|
$
|
15,278,189
|
|
$
|
21,266
|
|
$
|
21,299,455
|
Change in Control + Termination(8)
|
|
$
|
6,000,000
|
|
$
|
—
|
|
$
|
30,034,771
|
|
$
|
21,266
|
|
$
|
36,056,037
|
Gustavo Arnal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination due to death or disability(6)
|
|
$
|
—
|
|
$
|
—
|
|
$
|
9,116,875
|
|
$
|
—
|
|
$
|
9,116,875
|
Termination without Cause or with Good Reason(7)
|
|
$
|
1,433,750
|
|
$
|
—
|
|
$
|
7,921,283
|
|
$
|
—
|
|
$
|
9,355,033
|
Change in Control + Termination(8)
|
|
$
|
1,433,750
|
|
$
|
—
|
|
$
|
9,116,875
|
|
$
|
—
|
|
$
|
10,550,625
|
Cindy H. Davis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination due to death or disability(6)
|
|
$
|
—
|
|
$
|
—
|
|
$
|
7,624,694
|
|
$
|
—
|
|
$
|
7,624,694
|
Termination without Cause or with Good Reason(7)
|
|
$
|
1,190,000
|
|
$
|
—
|
|
$
|
5,042,282
|
|
$
|
6,089
|
|
$
|
6,238,371
|
Change in Control + Termination(8)
|
|
$
|
1,190,000
|
|
$
|
—
|
|
$
|
7,624,694
|
|
$
|
6,089
|
|
$
|
8,820,783
|
John Hartmann
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination due to death or disability(6)
|
|
$
|
—
|
|
$
|
—
|
|
$
|
23,238,466
|
|
$
|
—
|
|
$
|
23,238,466
|
Termination without Cause or with Good Reason(7)
|
|
$
|
3,375,000
|
|
$
|
—
|
|
$
|
15,860,164
|
|
$
|
7,993
|
|
$
|
19,243,157
|
Change in Control + Termination(8)
|
|
$
|
3,375,000
|
|
$
|
—
|
|
$
|
23,238,466
|
|
$
|
7,993
|
|
$
|
26,621,459
|
Joseph Hartsig
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination due to death or disability(6)
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6,984,836
|
|
$
|
—
|
|
$
|
6,984,836
|
Termination without Cause or with Good Reason(7)
|
|
$
|
980,000
|
|
$
|
420,000
|
|
$
|
3,295,674
|
|
$
|
5,566
|
|
$
|
4,701,240
|
Change in Control + Termination(8)
|
|
$
|
980,000
|
|
$
|
420,000
|
|
$
|
6,984,836
|
|
$
|
5,566
|
|
$
|
8,390,402
|
(1)
|
Upon a termination without Cause or for Good Reason, Mr. Tritton would become entitled to a severance payment equal to two times the sum of his base salary and his target fiscal 2020 annual bonus. If terminated during the 30-day period preceding the Change in Control or 2 years following, the severance would be paid out in a lump sum within 30 days of the termination date or Change in Control date, whichever is later. If the termination is not in connection with a Change in Control, severance payments will be made in installments in accordance with the regular payroll payment schedule; provided that if severance payments are subject to Section 409A of the Code (“Section 409A”), certain payments may be delayed until six months following separation from the Company. Upon a termination without Cause or for Good Reason, Messrs. Arnal and Hartsig and Ms. Davis would become entitled to a severance payment equal to one time the sum of base salary and target fiscal 2020 annual bonus. Mr. Hartmann would be entitled to a severance payment equal to one and one-half times the sum of base salary and target fiscal 2020 annual bonus. Severance payments will be made in installments in accordance with the regular payroll payment schedule; provided that if severance payments are subject to Section 409A, certain payments may be delayed until six months following separation from the Company.
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(2)
|
Excludes the value of any earned but unpaid annual bonus. For Mr. Hartsig, represents a pro-rata portion of his 2020 Annual Bonus pursuant to his employment agreement and subject to the execution and non-revocation of a release of claims, on a termination by the Company other than for “Cause” or upon Mr. Hartsig’s resignation with “Good Reason” on February 27, 2021.
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(3)
|
For Mr. Tritton, represents the value of accelerated vesting of the Tritton Make-Whole RSU Award and the Tritton Make-Whole PSU Award (at 100% of target level of performance) in the event of termination due to death, disability, termination by the Company without Cause or resignation with Good Reason on February 27, 2021, subject to the execution and non-revocation of a release of claims. The value of accrued dividend equivalents credited as of February 27, 2021 and included above (assuming that PSUs achieved target level of performance) were approximately $138,275 for Mr. Tritton. For Mr. Arnal and Ms. Davis, represents the value of accelerated vesting of the Arnal Sign-On RSU Award and the Davis Sign-On RSU Award in the event of termination due to death, disability, termination by the Company without Cause or resignation with Good Reason on February 27, 2021, subject to the execution and non-revocation of a release of claims. For Messrs. Hartmann and Hartsig, represents the value of accelerated vesting of the Hartmann Make-Whole RSU Award and the Hartsig Make-Whole RSU Award in the event of termination due to death, disability, termination by the Company without Cause or resignation with Good Reason on February 27, 2021, subject to the execution and non-revocation of a release of claims.
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(4)
|
Represents the employer portion of COBRA continuation coverage at active employee rates. Mr. Tritton would be entitled to 24 months, Mr. Hartsig and Ms. Davis would be entitled to 12 months and Mr. Hartmann would be entitled to 18 months of benefit continuation. Because Mr. Arnal has elected not to receive coverage under the Company’s health and welfare programs as of the last day of fiscal 2020, no amount would be payable or is reflected in respect of COBRA continuation coverage at active employee rates in the event of a termination of employment by Mr. Arnal as of the last date of fiscal 2020.
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EXECUTIVE COMPENSATION
(5)
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Assumes for Messrs. Tritton, Hartmann and Hartsig that no Cutback applies.
|
(6)
|
In the event of termination by reason of death or disability, the 2020 outstanding RSU awards will vest in full. In the event of disability, the 2020 PSU awards will vest in full based on actual performance. For purposes of this analysis, the values above assume target performance. In the event of death, the 2020 PSU awards will vest in full based on target performance.
|
(7)
|
In the event of termination by the Company without Cause or due to resignation with Good Reason, subject to the execution and non-revocation of a release of claims, the 2020 outstanding RSU awards will vest pro-rata and the 2020 PSU awards will vest based on actual performance and prorated based on the portion of the performance period the NEO remained employed by the Company, at the time that such awards would have otherwise vested had the NEO remained employed up to the vesting date. For purposes of this analysis, the values above assume target performance. Mr. Arnal’s 2020 outstanding RSU award will vest in full pursuant to the terms of his employment agreement.
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(8)
|
In the event Mr. Tritton’s employment is terminated by the Company without Cause or due to his resignation with Good Reason, in each case, within 30 days prior to or two years following a “change in control,” subject to the execution and non-revocation of a release of claims, all of Mr. Tritton’s other outstanding time-based equity awards will immediately vest in full, and any other outstanding performance-based equity awards will vest, based on actual performance and prorated based on the portion of the performance period that Mr. Tritton remained employed by the Company, at the time that such awards would have otherwise vested had Mr. Tritton remained employed up to the vesting date. For Mr. Tritton, the value of accelerated PSU and RSU awards includes dividend equivalents on the underlying shares of the applicable PSU and RSU award that are subject to the same vesting restrictions that apply to the entire PSU or RSU award. For the remaining NEOs, the 2020 RSU awards will vest in full, while the 2020 PSU awards will vest in full based on actual performance through the date of termination. For purposes of this analysis, the values above assume target performance.
|
CEO pay ratio
The Company has prepared the following information required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, regarding the ratio of the compensation of our CEO to that of the Company’s median employee, using certain permitted methodologies.
The median employee at the Company, not counting the CEO, was determined by:
●
|
using our total employee population (whether employed on a full-time, part-time, seasonal or temporary basis), which as of February 27, 2021, the Company’s fiscal year end, includes approximately 37,600 employees (of which more than 60% were part-time and more than 90% were hourly), comprised of approximately 35,800 US employees and approximately 1,800 non-US employees;
|
●
|
using payroll records as of February 27, 2021, the Company’s fiscal year end; and
|
●
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excluding, under the de minimis exemption to the pay ratio rule, 1,800 associates in Canada, or approximately 4.8%, of our total associate population, excluding the CEO.
|
The median employee was identified using total cash compensation, which, for this purpose, included base salary, bonus and commissions, per payroll records for the twelve months ended February 27, 2021 and pay for any permanent full-time and part-time associates (whether salaried or hourly) who were not employed for the full fiscal year was annualized.
The individual identified as the median employee is a part-time hourly associate working in a Bed Bath & Beyond store receiving a total annual compensation for fiscal 2020 of $15,057. The identification of the median employee was influenced by the Company having a workforce significantly composed of part-time, hourly store associates.
The compensation of the Company’s CEO for fiscal 2020 as reported in the Summary Compensation Table was $12,926,952. The ratio of the annual total compensation of the Company’s CEO to that of the median employee is estimated to be 859:1. This estimate was calculated in a manner consistent with the applicable SEC rules and guidance, based upon the payroll and employment records of the Company. The rules and guidance applicable to this disclosure permit a variety of methods and a range of reasonable estimates and assumptions to reflect compensation practices. Therefore, the pay ratio reported by other companies in similar industries may well not be comparable to the pay ratio reported above.
In connection with the preparation of the foregoing disclosure, management has provided the Compensation Committee with the analysis of the CEO to median employee pay ratio and accompanying contextual narrative, for its information when setting executive pay decisions.
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EXECUTIVE COMPENSATION
our shareholders
security ownership of certain beneficial owners and management
The following table sets forth certain information regarding the beneficial ownership of shares of our common stock as of May 3, 2021 by (i) each person or group of affiliated persons known by us to beneficially own more than 5% of our common stock; (ii) our NEOs; (iii) each of our directors and nominees for director; and (iv) all of our directors and executive officers as a group. Ownership data with respect to our institutional shareholders is based upon information publicly available as described in the footnotes below.
The following table gives effect to the shares of common stock issuable within 60 days of May 3, 2021 upon the exercise of all options and other rights beneficially owned by the indicated shareholders on that date. Beneficial ownership is determined in accordance with Rule 13d-3 promulgated under Section 13 of the Exchange Act, and includes voting and investment power with respect to shares. Percentage of beneficial ownership is based on 106,632,647 shares of our common stock outstanding at May 3, 2021. Except as otherwise noted below, each person or entity named in the following table has sole voting and investment power with respect to all shares of our common stock that he, she or it beneficially owns.
Unless otherwise indicated, the address of each beneficial owner listed below is c/o Bed Bath & Beyond Inc., 650 Liberty Avenue, Union, New Jersey 07083.
Name
|
|
Position
|
|
Number of Shares
of Common Stock
Beneficially Owned and
Percent of Class
|
BlackRock, Inc.
|
|
|
|
23,181,494
|
(1)
|
|
21.7%
|
FMR LLC
|
|
|
|
18,901,232
|
(2)
|
|
17.7%
|
The Vanguard Group
|
|
|
|
12,688,100
|
(3)
|
|
11.9%
|
D.E. Shaw & Co., L.P.
|
|
|
|
6,117,692
|
(4)
|
|
5.7%
|
Contrarius Investment Management Limited
|
|
|
|
6,097,786
|
(5)
|
|
5.7%
|
Mark J. Tritton
|
|
President and Chief Executive Officer and Director
|
|
273,753
|
(6)
|
|
*
|
Gustavo Arnal
|
|
Executive Vice President, Chief Financial Officer & Treasurer
|
|
67,971
|
(7)
|
|
*
|
Robyn M. D’Elia
|
|
Former Chief Financial Officer & Treasurer
|
|
15,543
|
(8)
|
|
*
|
Cindy Davis
|
|
Executive
Vice President, Chief Brand Officer and President, Decorist LLC
|
|
53,419
|
(9)
|
|
*
|
John Hartmann
|
|
Executive Vice President, Chief Operating Officer and President, buybuy BABY, Inc.
|
|
170,664
|
(10)
|
|
*
|
Joseph Hartsig
|
|
Executive Vice President, Chief Merchandising Officer and President, Harmon Stores, Inc.
|
|
19,668
|
(11)
|
|
*
|
Harriet Edelman
|
|
Director
|
|
30,107
|
|
|
*
|
John E. Fleming
|
|
Director
|
|
21,516
|
|
|
*
|
Sue E. Gove
|
|
Director
|
|
50,516
|
|
|
*
|
Jeffrey A. Kirwan
|
|
Director
|
|
24,679
|
|
|
*
|
Johnathan (JB) Osborne
|
|
Director
|
|
20,602
|
|
|
*
|
Harsha Ramalingam
|
|
Director
|
|
16,516
|
|
|
*
|
Virginia P. Ruesterholz
|
|
Director
|
|
27,276
|
|
|
*
|
Joshua E. Schechter
|
|
Director
|
|
24,016
|
|
|
*
|
Andrea M. Weiss
|
|
Director
|
|
20,025
|
|
|
*
|
Mary A. Winston
|
|
Director
|
|
102,363
|
|
|
*
|
Ann Yerger
|
|
Director
|
|
28,458
|
|
|
*
|
All Directors and Executive Officers as a
Group (20 persons)
|
|
|
|
1,058,514
|
|
|
1.0%
|
*
|
Less than 1% of the outstanding common stock of the Company.
|
Table of Contents
EXECUTIVE COMPENSATION
(1)
|
Information regarding BlackRock, Inc. was obtained from a Schedule 13G filed with the SEC on January 25, 2021 by BlackRock, Inc. The Schedule 13G states that BlackRock, Inc. has sole voting power of 22,928,262 shares of common stock and sole dispositive power of 23,181,494 shares of common stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
|
(2)
|
Information regarding FMR LLC was obtained from a Schedule 13G filed with the SEC on February 8, 2021 by FMR LLC. The Schedule 13G states that FMR LLC has sole voting power of 2,237,383 shares of common stock and sole dispositive power of 18,901,232 shares of common stock. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.
|
(3)
|
Information regarding The Vanguard Group was obtained from a Schedule 13G filed with the SEC on February 10, 2021 by The Vanguard Group. The Schedule 13G states that The Vanguard Group has shared voting power of 130,854 shares of common stock, sole dispositive power of 12,456,195 shares of common stock and shared dispositive power of 231,905 shares of common stock. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
|
(4)
|
Information regarding D.E. Shaw & Co., L.P. was obtained from a Schedule 13G filed with the SEC on February 1, 2021 by D.E. Shaw & Co., L.P. The Schedule 13G states that D.E. Shaw & Co., L.P. has shared voting power of 6,037,692 shares of common stock and shared dispositive power of 6,117,692 shares of common stock. The address of D.E. Shaw & Co., L.P. is 1166 Avenue of the Americas, 9th Floor New York, NY 10036.
|
(5)
|
Information regarding Contrarius Investment Management Limited was obtained from a Schedule 13G filed with the SEC on February 12, 2021 by Contrarius Investment Management Limited. The Schedule 13G states that Contrarius Investment Management Limited has shared voting power of 6,097,786 shares of common stock and shared dispositive power of 6,097,786 shares of common stock. The address of Contrarius Investment Management Limited is 2 Bond Street, St. Helier, Jersey JE2 3NP, Channel Islands.
|
(6)
|
The shares reported as being owned by Mr. Tritton are owned by him individually.
|
(7)
|
The shares reported as being owned by Mr. Arnal include (a) 20,000 shares owned by him individually; and (b) 47,971 RSUs that will vest within 60 days of the reporting date.
|
(8)
|
The shares reported as beneficially owned by Ms. D’Elia are based on the amount disclosed in her most recent filing on Form 4 filed on May 14, 2019.
|
(9)
|
The shares reported as being owned by Ms. Davis include 53,419 RSUs that will vest within 60 days of the reporting date.
|
(10)
|
The shares reported as being owned by Mr. Hartmann include 170,664 RSUs that will vest within 60 days of the reporting date.
|
(11)
|
The shares reported as being owned by Mr. Hartsig are owned by him individually.
|
80
|
|
Table of Contents
other matters
frequently asked questions
These proxy materials are delivered in connection with the solicitation by the Board of Bed Bath & Beyond Inc., a New York corporation, of proxies to be voted at the Annual Meeting and at any adjournment or adjournments.
This Proxy Statement, the proxy card and our 2020 Annual Report are being mailed starting on or about May 17, 2021.
The information regarding stock ownership and other matters in this Proxy Statement is as of the record date, May 3, 2021, unless otherwise indicated.
What may I vote on?
You may vote on the following proposals:
●
|
election of ten directors to hold office until the Annual Meeting in 2022 or until their respective successors have been elected and qualified (Proposal 1);
|
●
|
ratification of the appointment of KPMG LLP as independent auditors for fiscal 2021 (Proposal 2); and
|
●
|
the approval, by non-binding vote, of the 2020 compensation paid to the Company’s NEOs (commonly known as a “say-on-pay” proposal) (Proposal 3).
|
THE BOARD RECOMMENDS THAT YOU VOTE:
●
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FOR the election of the ten directors;
|
●
|
FOR the ratification of the appointment of auditors; and
|
●
|
FOR the say-on-pay proposal.
|
Who may vote?
Shareholders of record of the Company’s common stock at the close of business on May 3, 2021 are entitled to receive this notice and to vote their shares at the Annual Meeting. As of that date, there were 106,632,647 shares of common stock outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.
Where will the Annual Meeting be held?
During this extraordinary time, we must all do our part to stop the spread of COVID-19. Due to concerns regarding the COVID-19 pandemic and to assist in protecting the health and well-being of our shareholders and our associates, this year’s Annual Meeting will be held virtually. We have scheduled the Annual Meeting to be held online at www.virtualshareholdermeeting.com/BBBY2021 on Thursday, June 17, 2021 at 10:00 A.M. Eastern Daylight Time. There will not be a physical location for the Annual Meeting and you will not be able to attend the meeting in person. Shareholders will be able to listen, vote and submit questions via the internet by visiting www.virtualshareholdermeeting.com/ BBBY2021. Please retain the 16-digit control number included on your proxy card or in the voting instructions that accompanied your proxy materials as you will need this number to attend the meeting virtually. We have designed the virtual meeting to offer the same participation opportunities as an in-person meeting.
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