Bed Bath & Beyond Investor Presentation Deck
Bed Bath & Beyond's Governance Transformation is a Direct Result of
Our Shareholder Engagement
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What We Heard from
Shareholders
Accelerate Board
Refreshment
Enhance the Board With
New Skills
Enhance Board
Leadership
Improve Executive
Compensation Plan
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Taking Action to Enhance Governance
Process executed by our recently reconstituted independent Nominating & Governance Committee, led by Chairwoman
Virginia Ruesterholz
Engaged Heidrick & Struggles, a leading executive search firm, to identify recent appointees
5 new independent, highly qualified and diverse candidates appointed to the Board, effective May 2019
7 of the longest-tenured directors to leave Board
In total, 8 new directors appointed in past 2 years (80% of the pro forma board)
New directors with significant experience in global retail, merchandising, technology, logistics, finance and governance
Highly complementary to existing Board Director qualifications
Bringing with them experience in business transformation and a track record of enhancing shareholder value
Each new director is diverse, and 80% of the Board is diverse, 60% women
Patrick Gaston designated as Board Independent Chairman
Co-Founders and Co-Chairmen transitioned to a Co-Chairmen Emeriti status and will retire from the Board, effective May 1,
2019
Forming a Business Transformation and Strategy Review Committee to review all aspects of the Company's business
transformation, strategy and structure
Audit and Compensation Committees to be reconstituted with a mix of new and existing directors, including committee chairs
Will adopt new executive compensation plan, to be shared in connection with filing of our proxy
Will increase the at-risk component of executive compensation
Further align compensation plan with Company performance and long-term shareholder value creation
BED BATH &
BEYOND
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