notice of 2022
annual meeting of
shareholders and
proxy statement
2021 annual report
home,
happier
PURPOSE
MISSION
make it easy to
feel at home
re-establish our authority and be the preferred
omni-channel home destination driven by teams
consistently delivering balanced durable growth
PRINCIPLES
customer inspired
PILLARS & PROFICIENCIES
omni-always
people powered
performance driven
product
price
promise
place
people
PERFORMANCE
proficiencies
sales
margin
cash flow
TSR
message from the president
and chief executive officer,
and the chair of the board
of directors
JUNE 1, 2022
to our shareholders:
The past year was incredibly important for Bed Bath and Beyond’s future. In this first year of our multi-year turnaround
strategy, we increased investments in structurally critical parts of our business – including supply chain infrastructure and
technology, ecommerce and customer experience solutions, and store remodels. We also began replacing outdated
technology systems and continued to build on and enhance omni-channel capabilities that were rapidly deployed at the
outset of the COVID pandemic. These improvements are intended to provide the Company with foundational enablers
and a platform that can support challenging environments over the long term.
In terms of creating value for shareholders, our focus in 2020 was delivering approximately $600 million in proceeds from
asset sales. In 2021, we continued to focus on returning capital to our shareholders, including significantly increasing our
three-year share repurchase program. The Company completed approximately $600 million in share repurchases in fiscal
2021 and completed the majority of its $1 billion share repurchase program ahead of our 2023 target. In the core business,
we introduced eight new, margin-supportive Owned Brands in key destination categories, more than doubling
penetration versus fiscal 2020. Further, after successfully executing improvements to our buybuy BABY business, we are
exploring strategic alternatives to unlock even greater value from the banner.
Over the past year, we made changes to board composition and added new directors with the skills and experience
necessary to provide oversight of strategy and business performance. We also restructured the executive compensation
program to reflect an operating environment beyond 2020, when we built a new executive team and supported
operations during the onset of the COVID-19 pandemic. While the vast majority of direct pay for the CEO and other
Named Executive Officers (NEO) remained tied to targeted performance metrics in 2021, we increased its proportion
within our long-term compensation plans. The Board remains highly committed to executive incentive payouts that are
aligned with achieving financial targets, creating long-term shareholder value, and informed by shareholder feedback.
We appreciate and recognize the tireless dedication of our exceptional associates who, against an extraordinary
macroeconomic environment, have shown tremendous commitment to our strategy and dedication to serving our customers.
We will continue to support our associate base through actions to achieve the Company’s diversity, equity, and inclusion (DE&I)
goals, while providing competitive total rewards, learning and development, and upskilling opportunities.
The Board and management team remain focused on creating value for all stakeholders. We look forward to greeting you
at this year’s virtual Annual Meeting.
Mark J. Tritton
President and
Chief Executive Officer
Harriet Edelman
Chair of the Board of
Directors
2022 proxy statement
1
notice of 2022 annual meeting
of shareholders
Items of Business
PROPOSAL 1
To elect eleven directors to serve until the Annual
Meeting in 2023 and until their respective successors
have been elected and qualified.
PROPOSAL 2
To ratify the appointment of KPMG LLP as independent
auditors for fiscal 2022.
PROPOSAL 3
To approve, by non-binding vote, the 2021 compensation
paid to the Company’s Named Executive Officers (NEOs)
(commonly known as a ‘‘say-on-pay’’ proposal).
Board Voting
Recommendations
FOR
each director
nominee
FOR
FOR
Such other business as may properly be brought before the Annual Meeting or any
adjournment or adjournments.
proxy voting
It is important that your shares be represented and voted at the Annual Meeting of
Shareholders (the ‘‘Annual Meeting’’) of Bed Bath & Beyond Inc. (the ‘‘Company,’’ ‘‘we,’’ or
‘‘us’’), a New York corporation. Whether or not you plan to attend the Annual Meeting, we
urge you to vote online, via telephone or by mail, in each case prior to the date of the
Annual Meeting by following the instructions in our proxy statement. Proxies are being
solicited by the Board to be used at the Annual Meeting and the approximate date on which
this Proxy Statement and accompanying Form of Proxy will be available to shareholders is
on or about June 1, 2022.
vote and submit questions
This year’s Annual Meeting will be in a virtual-only meeting format. Shareholders will be
able to listen,
visiting
www.virtualshareholdermeeting.com/BBBY2022. 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, vote at the
meeting or to submit a question to management at the meeting. We have designed the
virtual meeting to offer the same participation opportunities as an in-person meeting.
the internet by
via
DATE AND TIME
Thursday, July 14, 2022
10:00 A.M.
Eastern Daylight Time
VIRTUAL MEETING
LOCATION
www.virtualshareholder
meeting.com/BBBY2022
WHO CAN VOTE
You can vote if you were a
shareholder of record as
of the close of business
on May 16, 2022.
PRINCIPAL
EXECUTIVE OFFICE
650 Liberty Avenue,
Union, NJ 07083
Important Notice Regarding the Availability of Proxy Material for the Annual Meeting of Shareholders to be held
on July 14, 2022:
This Notice of the 2022 Annual Meeting of Shareholders, Proxy Statement and the Company’s 2021 Annual Report
are available at www.proxyvote.com.
2
table of contents
1 message from the president and chief executive officer,
and the chair of the board of directors
2 notice of 2022 annual meeting of shareholders
4 fiscal 2021 highlights
5 voting roadmap
8 our board of directors and corporate governance
8
17
20
29
PROPOSAL 1—election of directors
how we are selected and evaluated
how we are governed and govern
environmental, social and governance (ESG)
34 audit matters
34
34
34
PROPOSAL 2—ratification of the appointment
of auditors for fiscal 2022
appointment of KPMG LLP
fees paid to KPMG LLP for services and products
36 information about our executive officers
37 executive compensation
37
PROPOSAL 3—approval, by non-binding vote,
of the 2021 compensation paid to the Company’s NEOs
38 message from the chair of our people, culture &
compensation committee
compensation discussion & analysis (CD&A)
CD&A summary
how we design our executive compensation
program
how our NEOs were paid in 2021
fiscal 2021 NEO compensation decisions
our compensation decision-making process
additional compensation information
41
41
47
50
54
57
58
76 other matters
76
80
frequently asked questions
householding
82 appendix A
82
non-GAAP financial measures
84 2021 annual report
31
33
how we are paid
how we engage with and listen to our
shareholders; how to communicate with us
35
35
pre-approval policies and procedures
audit committee report for the fiscal year ended
february 26, 2022
61
61
63
64
65
66
73
74
74
80
81
compensation tables
summary compensation table for fiscal 2021,
fiscal 2020 and fiscal 2019
grants of plan based awards
outstanding equity awards at fiscal year-end
option exercises and stock vested
employment agreements and potential
payments upon termination or change in control
CEO pay ratio
our shareholders
security ownership of certain beneficial
owners and management
next year’s annual meeting
cautionary note regarding forward-looking
statements
84 management’s discussion and analysis of financial
99
condition and results of operations
quantitative and qualitative disclosures about market
risk
forward-looking statements
99
100 consolidated financial statements
105 notes to consolidated financial statements
2022 proxy statement
3
fiscal 2021 highlights
fiscal 2021: rebuilding our foundation during the first year of our
comprehensive transformation
navigated a complex operating
environment while executing our
multi-year turnaround strategy
Fiscal 2021 marked the beginning of our multi-year
transformation. We took important steps to improve
the structural foundation of our Company amidst a
still turbulent operating landscape impacted by the
derailment of the global supply chain, disruptions
from COVID-19 variants, and rising inflation. While
these factors highlighted operational vulnerabilities in
the near-term, the need for our long-term structural
transformation has never been more apparent.
met key milestones on our
long-term strategic roadmap
We have been charting a new course for the Company
by reconstructing our operating model to drive
greater long-term efficiency and effectiveness. In
2021, we began implementing key catalysts across
our core strategic pillars. Despite the current
headwinds we face, our long-term strategic execution
continues to build momentum. We will have structural
capabilities to bring us closer to industry standards
and renew our business for long-term growth and
profitability. We remain steadfastly dedicated to our
associates, customers, brand and our strategy.
embedded an ESG strategy into our
comprehensive transformation
Our core ESG pillars – people, community, and planet
– anchor our purpose and actions. Over the past year,
we have remained steadfast in our commitment to the
robust ESG strategy announced last year and made
measurable progress towards our purpose to make it
easy to feel at home – wherever that may be. The
challenges facing business and society today require
collective action. Our focus on the fundamental
issues that impact our global society will ensure Bed
Bath & Beyond Inc. is part of the solution.
$8 billion in net sales driven by Bed Bath & Beyond
$3 billion of digital sales, maintaining 37% penetration
$1.4 billion in buybuy Baby sales, growing double-digit
$1 billion share repurchase program completed ahead of
schedule
$1.4 billion total liquidity position, including a new
$1.0 billion ABL facility
$182 million adjusted EBITDA*
8 new Owned Brands launched with sales penetration rate
above Fiscal 21 goal
Enhanced digital-first, omni-always presence with key
partnerships (DoorDash, Uber), cross-banner website and
new digital Marketplace
>30% digital sales fulfilled by stores
2 million Beyond+ members, 8% increase vs. fiscal 2020
Collaboration with Kroger for Bed Bath & Beyond and
buybuy BABY banners
130 remodels commenced, with 80 completed, including
the grand re-opening of Chelsea, NYC flagship
200+ store fleet optimization program completed
ESG vision and principles incorporated into all business
activities, yielding progress in 2021:
70% women representation across total workforce,
including 58%-72% across management and
non-management
>50% racial and ethnic diversity across total workforce
100% parental leave at all levels
~$300 thousand contributed to Associate Relief Fund
$29.65 million in product donations
>40% waste diverted from landfill in our operations
>27% reduction in water usage in our overall footprint vs.
2019
>28% packaging weight from recycled materials
* Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of GAAP to non-GAAP measures for fiscal 2021
used in this proxy statement.
4
voting roadmap
PROPOSAL 1
election of directors
See page 8
The Board recommends a vote FOR
each director nominee
our director nominees at-a-glance
Name, Age and Primary Occupation
Independent
# of other Current
Public Company
Directorships
Director
Since
Committees
P
A
N
Harriet Edelman, 66 (Chair)
Vice Chair, Emigrant Bank
Mark J. Tritton, 58
President and Chief Executive Officer,
Bed Bath & Beyond Inc.
Marjorie Bowen, 57
Private investor and public
company director
Sue E. Gove, 63
President, Excelsior Advisors, LLC
Jeffrey A. Kirwan, 55
Chairman, Maurices Inc.
Shelly Lombard, 62
Private investor, independent consultant
and public company director
Benjamin Rosenzweig, 37
Partner, Privet Fund Management LLC
Joshua E. Schechter, 49
Private investor and public
company director
Minesh Shah, 48
Chief Operations Officer, Stitch Fix, Inc.
Andrea M. Weiss, 67
Founding Partner, The O Alliance, LLC;
Chief Executive Officer and Founder,
Retail Consulting Inc.
Ann Yerger, 60
Advisor, Spencer Stuart North
America Board Practice
2
1
1
2
0
1
2
2
0
3
0
2019
2019
2022
2019
2019
2022
2022
2019
2022
2019
2019
A
Audit
Committee
P
People, Culture
and Compensation
Committee
N
Nominating and
Corporate
Governance Committee
Committee
Chair
● Audit Committee
Financial Expert
2022 proxy statement
5
VOTING ROADMAP
demographics
skills and experience
core skills for oversight of our strategy
Digital/Omni-channel
Growth/Business Transformation
7/11
9/11
Marketing (including Digital Marketing)/
Personalization/Customer Experience
Operations Management Experience
Retail Industry Experience
Technology/Cyber
6/11
6/11
8/11
2/11
core skills for effective board oversight
and corporate governance
27%
s
30s & 40s
27%
50s
CEO Experience
Financial Expertise
46%
60s
Corporate Governance/ESG
Public Company Board Service
Risk Management
4/11
8/11
9/11
8/11
5/11
tenure
100%
appointed within the
last 4 years
women
representation
55%
includes the Chair
of the Board
racial and/or
ethnically diverse
representation
18%
age
57
average age
independence
90%
Independent
1
non-independent (CEO)
6
PROPOSAL 2
ratification of auditors
See page 34
PROPOSAL 3
say-on-pay
See page 37
VOTING ROADMAP
The Board recommends a vote FOR
this proposal
The Board recommends a vote FOR
the approval, by non-binding vote, of
the 2021 compensation paid to the
Company’s NEOs
2022 proxy statement
7
our board of directors and
corporate governance
PROPOSAL 1
election of directors
The Board recommends that the shareholders vote FOR the election of the eleven nominees as directors
who we are
The Board, upon recommendation of its Nominating and Corporate Governance Committee, has nominated the eleven
people named below for election as directors, with all eleven individuals being nominated to serve for a one-year term that
expires at the 2023 Annual Meeting. In connection with the Cooperation Agreement entered into by the Company and RC
Ventures in March 2022, the Company agreed to add Marjorie Bowen, Shelly Lombard and Benjamin Rosenzweig to the
Board, and to nominate each of them for election as directors at the Annual Meeting. The Company further agreed that,
effective at the Annual Meeting, the size of the Board will be reduced to a total of eleven directors.
Beginning in April 2022, the Nominating and Corporate Governance Committee, together with an independent, third
party consultant engaged for this purpose, conducted an assessment of the Board’s composition and the complement of
skills and experiences appropriate for a public company in the retail sector. There was also an independent review of each
director’s skills, qualifications and time commitments. In addition, each director was consulted regarding Board
composition overall and their personal interest in continuing to serve. As a result of this process, the Nominating and
Corporate Governance Committee recommended, and the Board approved, the eleven people named below to be
nominated for election to the Board at the Annual Meeting. John Fleming, Virginia Ruesterholz, and Mary Winston will not
stand for re-election. The Board has also reviewed certain changes to the composition of the Committees of the Board,
including the respective Chairs, which will be effective immediately following the Annual Meeting. Each director will serve
until the next annual meeting of shareholders or until their respective successors have been elected and qualified, if
earlier. All of the nominees for director currently serve as directors.
Information concerning our nominees as of the record date, and the key experience, qualifications and skills they bring to
our Board, is provided below. A particular director may possess additional experience, qualifications, attributes or skills,
even if not expressly indicated. Our Board’s diversity, tenure, age and independence are also shown below. The Board
recommends that shareholders vote FOR the election of the eleven director nominees.
8
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
demographics of director nominees
tenure
age
racial and/
or ethnically
diverse, LGBTQ+
representation
women
representation independence
27%
s
30s & 40s
27%
50s
57
average age
18%
55%
includes the Chair
of the Board
90%
are independent;
one non-independent
director is the CEO
46%
60s
100%
appointed
within the last 4
years
BED BATH & BEYOND BOARD DIVERSITY MATRIX (AS OF JUNE 1, 2022)*
Total Number of Directors:
Part I: Gender Identity
Directors
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background or Gender
FEMALE
11
MALE
NON-BINARY
6
1
0
0
0
0
5
0
5
0
0
1
0
0
4
0
0
0
0
0
0
0
0
0
0
0
*
The Bed Bath & Beyond Board Diversity Matrix includes director nominees only.
the core skills we seek from directors and why
CORE SKILLS FOR OVERSIGHT OF OUR STRATEGY,
EFFECTIVE BOARD OVERSIGHT AND CORPORATE GOVERNANCE
Bed Bath & Beyond is engaged in a strategic transformation to become the preferred omni-channel home destination
driven by teams consistently delivering balanced durable growth.
Our Board has identified certain core skills necessary to effectively oversee management and implement our
transformation strategy. In addition, our Board values directors with experience successfully leading and serving on
boards of other large, complex businesses.
Our director nominees bring an important mix of these core skills, as well as additional attributes and qualifications,
such as diversity of gender, race and/or ethnicity and background to our Board.
2022 proxy statement
9
r
e
t
h
c
e
h
c
a E. S
u
h
s
o
J
s
eis
a M. W
e
r
d
n
A
r
e
g
r
e
n Y
n
A
h
a
h
s
e
h S
Min
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
BED BATH & BEYOND DIRECTOR CORE SKILLS MATRIX
eig
w
z
n
e
s
o
min R
nja
e
B
d
r
a
b
m
o
elly L
h
S
n
a
w
y A. Kir
e
r
f
f
e
J
n
o
t
rit
k J. T
r
a
M
n
e
w
o
rie B
rjo
a
M
e
v
o
e E. G
u
S
n
a
elm
d
t E
rie
r
a
H
Digital / Omni-channel
Growth / Business Transformation
Marketing (including Digital Marketing /
Personalization / Customer Experience
Operations Management Experience
Retail Industry Experience
Technology / Cyber
CEO Experience
Financial Expertise
Corporate Governance / ESG
Public Company Board Service
Risk Management
The Board has considered each director based on, among others, the experiences, qualifications and skills indicated above in
concluding such director should serve on our Board.
10
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
board nominees and qualifications
EXPERIENCE
Ms. Edelman is an accomplished senior executive with over 30 years of global operating
experience in consumer goods and financial services. Since 2010, she has served as the
Vice Chair of Emigrant Bank, a private financial institution, after serving as Special
Advisor to the Chairman from June 2008 to October 2010. Prior to that, she spent more
than 25 years with Avon Products, Inc. holding various senior global leadership positions
in sales, marketing, supply chain, information technology and product development.
She has served on large public company boards for nearly 20 years in the U.S. and
Europe and in multiple Board leadership positions. The consumer goods business has
been central to Ms. Edelman’s career, and she has a strong passion for our Company and
brand. She brings strong leadership to our Board to help deliver on our business
transformation.
EDUCATION
• Bachelor of Music, Bucknell University
• MBA, Fordham Gabelli School of Business
PUBLIC BOARD MEMBERSHIPS
• Assurant, Inc.
• Brinker International, Inc.
SELECT NOT-FOR-PROFIT
• Bucknell University Board of Trustees, Vice Chair (until 2020)
EXPERIENCE
Mr. Tritton has over 30 years of experience in the retail industry. Since November 2019,
Mr. Tritton has served as our President and Chief Executive Officer. Prior to joining the
Company, he was the Executive Vice President and Chief Merchandising Officer of
Target Corporation, one of the largest retailers in the U.S., from June 2016 to November
2019. During his tenure with Target Corporation, he was instrumental in transforming
the omnichannel shopping experience. He has end-to-end retail industry experience in
merchandising, design, manufacturing, marketing and distribution at some of the
world’s leading iconic retailers and brands, including Nordstrom, Timberland and Nike.
EDUCATION
• Bachelor of Education in English and History, University of Sydney, Australia
PUBLIC BOARD MEMBERSHIPS
• Nordstrom, Inc.
SELECT NOT-FOR-PROFIT
• St. Jude Children’s Research Hospital
Harriet
Edelman
Vice Chair, Emigrant Bank
Age: 66
Chair of the Board since
May 2020
Independent Director
since 2019
Mark J. Tritton
President and Chief
Executive Officer, Bed
Bath & Beyond Inc.
Age: 58
Director since 2019
2022 proxy statement
11
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Marjorie Bowen
Private investor and public
company director
Age: 57
Independent Director
since 2022
EXPERIENCE
Ms. Bowen is a private investor, active public company director, and former investment
banker. Ms. Bowen has served on over a dozen boards of both public and private
companies and has extensive board experiences with companies undergoing
transformations. Ms. Bowen’s directorship experiences include several companies
engaged in the retail industry. Previously, from 1989 through 2007, Ms. Bowen was a
senior executive, Managing Director, and head of the fairness opinion practice at the
multinational investment banking firm of Houlihan Lokey. Ms. Bowen was an active deal
advisor and regularly assisted public company boards on transaction, strategic and
other shareholder matters. Her significant prior directorship experience as well as her
experience working with companies in transitional situations supports our ongoing
business transformation.
EDUCATION
• BA, Colgate University
• MBA, University of Chicago
PUBLIC BOARD MEMBERSHIPS
• CBL & Associates Properties
• Sequential Brands (until 2021)
• Centric Brands (until 2020)
• Navient (until 2020)
• Genesco (until 2019)
• ShoreTel (until 2017)
PRIVATE BOARD MEMBERSHIPS
• Voyager Aviation Holdings, LLC
EXPERIENCE
Ms. Gove is the founder of Excelsior Advisors, LLC, a retail consulting and advisory firm,
where she has advised clients on key issues impacting the retail industry since 2014. She
served as a Senior Advisor for Alvarez & Marsal, a global professional services firm, from
March 2017 to March 2019. Prior to her consulting career, Ms. Gove spent more than
30 years in the retail industry where she served in senior financial, operating and
strategic roles, leading to her positions as President and Chief Executive Officer of
Golfsmith International Holdings, Inc. and Chief Operating Officer of Zale Corporation.
In addition, Ms. Gove has served on various public company boards within the retail
industry, providing significant leadership experience and diverse perspectives to our
Board.
EDUCATION
• BBA, Accounting, University of Texas at Austin
PUBLIC BOARD MEMBERSHIPS
• Conn’s, Inc.
• IAA, Inc.
• Tailored Brands (until 2020)
• Iconix Brand Group, Inc. (until 2019)
• Logitech International S.A. (until 2018)
• Autozone, Inc. (until 2017)
PRIVATE BOARD MEMBERSHIPS
• The Fresh Market
• Truck Hero, Inc.
SELECT NOT-FOR-PROFIT
• The University of Texas System, Audit Committee
Sue E. Gove
President, Excelsior
Advisors, LLC
Age: 63
Independent Director
since 2019
12
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
EXPERIENCE
Mr. Kirwan currently serves as the Chairman of Maurices Incorporated, a specialty
retailer focused on women’s value apparel. Previously, he served as the Global President
of the Gap Division of The Gap, Inc., a worldwide clothing and accessories retailer, from
December 2014 to February 2018. He also led the Gap’s operations in China from 2011
to 2014. During his tenure with The Gap, Inc., he contributed to significant operational
progress, including strong marketing and customer engagement, increased traffic and
improved sales and digital business. Mr. Kirwan’s executive experience in large,
multinational retailers, his knowledge of our customer base as well as his strong
consumer marketing and sales experience is an important asset for our Board.
Jeffrey A.
Kirwan
• BS, Rhode Island College
• Masters of Science, the University of Maryland University College
EDUCATION
Chairman, Maurices Inc.
PRIVATE BOARD MEMBERSHIPS
Age: 55
Independent Director
since 2019
• Maurices Inc.
EXPERIENCE
Ms. Lombard currently serves as an independent consultant, focusing on investment
analysis and financial training. She has over 30 years of experience analyzing, valuing,
and investing in companies. Prior to becoming a consultant, she served as Director of
High Yield and Special Situation Research for Britton Hill Capital, a broker dealer
specializing in high yield and special situation bank debt and bonds and value equities,
from 2011 to 2014. Prior to that, she was a high yield and special situation bond analyst
and was also involved in analyzing, managing, and restructuring proprietary
investments for various financial institutions. She was named by NACD as one of its
100 Directorship Honorees for 2021. Ms. Lombard brings strong financial analysis,
investment, capital markets, and public company director experience to our Board.
EDUCATION
• BA, Communications and Government, Simmons University
• MBA, Finance, Columbia University
PUBLIC BOARD MEMBERSHIPS
• INNOVATE Corporation
• Spartacus Acquisition Corporation (until 2021)
• Alaska Communications Systems (until 2021)
Shelly
Lombard
Private investor,
independent consultant
and public company
director
Age: 62
Independent Director
since 2022
2022 proxy statement
13
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
EXPERIENCE
Mr. Rosenzweig has been a Partner at Privet Fund Management LLC, an investment firm
focused on event-driven, value-oriented investments in small capitalization companies,
since 2008. Prior to that, Mr. Rosenzweig served as an Investment Banking Analyst in
the corporate finance group of Alvarez & Marsal, a global professional services firm,
from 2007 to 2008. During his tenure with Alvarez & Marsal, he advised clients on
multiple M&A transactions, restructurings, capital formation transactions and similar
financial advisory engagements across several industries. He currently serves on
various public company boards, including as Chairman of the Board of Synalloy
Corporation. Mr. Rosenzweig brings significant public company board experience and
financial expertise to our Board.
Benjamin
Rosenzweig
Partner, Privet Fund
Management LLC
Age: 37
Independent Director
since 2022
EDUCATION
• BBA, Finance and Economics, Emory University
PUBLIC BOARD MEMBERSHIPS
• Synalloy Corporation
• PFSweb, Inc.
• Potbelly Corporation (until 2022)
• Cicero, Inc. (until 2020)
• StarTek, Inc. (until 2018)
PRIVATE BOARD MEMBERSHIPS
• Hardinge Inc.
EXPERIENCE
Mr. Schechter is a private investor and public company director. He has strong public
company board leadership expertise, previously serving as Chairman of the Board of
SunWorks, Inc., a premier provider of high-performance solar power solutions, and
Chairman of the Board of Support.com, a leading provider of cloud-based software and
services. He spent 13 years in investment services for Steel Partners and its affiliates,
including Managing Director of Steel Partners Ltd. and Co-President, Steel Partners
Japan Asset Management, LP. His significant experience with complex business and
strategic transactions, M&A, corporate governance matters and capital markets,
together with his public company board leadership experience provides valuable insight
to our Board.
EDUCATION
• BBA, University of Texas at Austin
• MPA, Professional Accounting, University of Texas at Austin
PUBLIC BOARD MEMBERSHIPS
• Landec Corp.
• Viad Corp
• Support.com (until 2021)
• SunWorks, Inc. (until 2020)
• Genesco Inc. (until 2019)
Joshua E.
Schechter
Private investor and public
company director
Age: 49
Independent Director
since 2019
14
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
EXPERIENCE
Mr. Shah has served as Chief Operations Officer at Stitch Fix, the world's leading online
shopping experience, since October 2020 and is responsible for the company's
operations and client experiences. He also served as Vice President, Operations at
Stitch Fix from September 2018 to October 2020. Previously, Mr. Shah served as Senior
Director of Delivery Operations at Tesla Motors, Inc. from February 2017 to June 2018.
He has spent most of his career in high growth, consumer-driven companies – focused
on operations, customer experience, omnichannel programs, marketing and digital
retail, including as Vice President of Global eCommerce for Uniqlo Co. Ltd. Mr. Shah’s
extensive consumer, supply chain, marketing, technology and operational experience,
as well as his deep knowledge and expertise in retail offer valuable perspective and
oversight to our ongoing transformation.
EDUCATION
• BS, Chemical Engineering, Northwestern University
• MBA, Marketing, Management and Strategy, Northwestern University
EXPERIENCE
Ms. Weiss was an early innovator in multi-channel commerce and brings nearly 30 years
of entrepreneurial leadership experience in the retail industry, currently serving as
Founding Partner of The O Alliance, LLC since 2014 and Chief Executive Officer and
Founder of Retail Consulting Inc. since 2002. She is recognized as a pioneer in creating a
seamless customer experience and has been a key player in transforming retail into the
digital space. She also has extensive experience developing high-level business strategy
and tactical execution plans, including implementing turnaround initiatives for leading
brands in the U.S. and Europe. Ms. Weiss was named by NACD as one of the Top 100
Best Public Directors in 2016. Our Board benefits from Ms. Weiss’ extensive retail and
transformation experience, as well as her experience serving on public company boards.
EDUCATION
• BFA, Virginia Commonwealth University
• Masters of Administrative Science, The Johns Hopkins University
• Post-Graduate Studies at Harvard Business School and The Kellogg School of
Management at Northwestern University
• NACD Board Leadership Fellow and Directorship Certification
PUBLIC BOARD MEMBERSHIPS
• Cracker Barrel Old Country Store, Inc.
• O’Reilly Automotive, Inc.
• RPT Realty
• Chico’s FAS, Inc. (until 2018)
SELECT NOT-FOR-PROFIT
• Delivering Good, Inc., Chair of the Board
• Hampton University Board of Trustees, Vice Chair
Minesh Shah
Chief Operations Officer,
Stitch Fix, Inc.
Age: 48
Independent Director
since 2022
Andrea M.
Weiss
Founding Partner,
The O Alliance, LLC;
Chief Executive Officer
and Founder, Retail
Consulting Inc.
Age: 67
Independent Director
since 2019
2022 proxy statement
15
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
EXPERIENCE
Ms. Yerger has dedicated her career to the advancement of corporate governance and
investor protection initiatives. She has held various governance advisory roles, including
her current position as Advisor with Spencer Stuart North America Board Practice, a
leading board consulting firm, which she has held since 2017. She has also served as a
Member of the Grant Thornton Audit Quality Advisory Council since 2019. Previously,
Ms. Yerger served as Executive Director, Center for Board Matters at Ernst & Young LLP
from 2015 to 2017. In addition, she has served as a member of several advisory boards
and committees, including the Investor Advisory Committee of the U.S. Securities and
Exchange Commission and the Nasdaq Listing and Hearing Review Council. She has
been recognized by the International Corporate Governance Network and NACD for her
contributions to investor collaboration and the improvement of corporate governance.
Ms. Yerger's deep corporate governance and shareholder-oriented work provide our
Board with important insight and guidance with respect to our corporate governance
practices and engagement with key stakeholders.
EDUCATION
• BA, Economics, Duke University
• MBA, Tulane University
• CFA charterholder
PRIVATE BOARD MEMBERSHIPS
• Hershey Entertainment and Resorts
Ann Yerger
Advisor, Spencer Stuart
North America Board
Practice
Age: 60
Independent Director
since 2019
16
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
how we are selected and evaluated
Directors are elected at each annual meeting to serve until the next annual meeting and until their respective successors
are duly elected and qualified, subject to their earlier death, resignation or removal.
The Board has adopted a policy regarding minimum qualifications for potential directors. These qualifications are
considered by the Board and the Nominating and Corporate Governance Committee, together with further core skills
deemed useful in the context of an assessment of the current needs of the Board. All candidates for election to our Board
must participate in a rigorous evaluation process. As part of this process, candidates are required to undergo a third-party
background and conflicts check, complete our director questionnaire, and interview with, at a minimum, members of our
Nominating and Corporate Governance Committee, Independent Chair of the Board, CEO and any external search firm or
advisor engaged on these matters. Shareholders may recommend nominees to the Nominating and Corporate
Governance Committee by submitting the names and supporting information in writing to the Company’s Corporate
Secretary at 650 Liberty Avenue, Union, New Jersey 07083 in accordance with the Company’s Bylaws.
The Nominating and Corporate Governance Committee believes the director nominees possess the experience, skills
and qualifications established by the Corporate Governance Guidelines and necessary to continue the Company’s
strategic transformation. In addition, the Company’s Corporate Governance Guidelines limit the number of outside board
memberships of our directors.
2022 proxy statement
17
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Minimum qualifications to
serve as a director:
are of high character and
integrity;
are accomplished in their
respective fields, with superior
credentials and recognition;
have relevant expertise and
experience upon which to be
able to offer advice and
guidance to management;
have sufficient time available
to devote to the affairs of the
Company;
are able to work with the other
members of the Board and
contribute to the success of
the Company;
can represent the long-term
interests of the Company’s
shareholders as a whole; and
are selected such that the
Board represents a range of
experience,
backgrounds,
ages and diversity of gender,
race, and ethnicity.
Additional skills for effective Board
oversight of our strategy, risk and
corporate governance:
Digital/Omni-
channel Experience
Growth/Business
Transformation
International
Experience
Marketing
(including Digital
Marketing)/
Personalization/
Customer
Experience
Operations
Management
Experience
Retail
Industry
Experience
Senior
Leadership
& Strategic
Planning
CEO
Experience
Financial
Literacy/
Expertise
Public Affairs/
Corporate
Governance/
ESG
Public Company
Board Service
Risk
Management
Technology/
Cyber
Applicable legal and
regulatory requirements:
requirements
The Nominating and Corporate
Governance Committee
also
considers applicable legal and
that
regulatory
govern the composition of the
Board, including but not limited to,
Nasdaq and SEC requirements
with respect to independence,
literacy and
diversity,
other matters.
financial
All members of all Committees
are independent
consideration of diversity
Qualified candidates for membership on the Board will be considered without regard to race, color, creed, religion,
national origin, age, gender identity, sexual orientation or disability. As detailed in our Corporate Governance
Guidelines, the Nominating and Corporate Governance Committee endeavors to include diverse candidates
(including women and candidates who self-identify as either an underrepresented minority or LGBTQ+) in the
qualified pool from which Board candidates are chosen and, when nominated and elected, to consider such directors
for leadership on the Board and its committees. The Nominating and Corporate Governance Committee reviews and
evaluates each candidate’s character, judgment, skills, background, experience and other qualifications (without
regard to whether a nominee has been recommended by the Company’s shareholders), as well as the overall
composition of the Board, and recommends to the Board for its approval the slate of directors to be nominated for
election at the Annual Meeting. The Nominating and Corporate Governance Committee is committed to, and
actively applies, its policy of inclusiveness as a critical component of its board refreshment efforts.
18
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
board refreshment and succession planning
As part of our continuing Board refreshment initiative, the Nominating and Corporate Governance Committee regularly
assesses the current needs of the Board, including through its oversight of the Board’s composition and peer assessment
process as further described under ‘‘board self-assessment and board composition & peer assessment processes’’
below. This effort is intended to help ensure that directors possess an appropriate mix of skills and experience, including
a balance between new and experienced directors and a further alignment of the attributes of the directors with the
Company’s strategic needs, and to help inform the Board’s succession planning process.
The Nominating and Corporate Governance Committee also evaluates our director succession planning needs,
including through the consideration of any possible retirements or other departures from the Board and the active
consideration of new director candidates that would best complement the skills and attributes of the existing directors,
and continue to best position the Board to assess, challenge and oversee the Company’s long-term strategy. The
Nominating and Corporate Governance Committee evaluates any candidates against the standards and qualifications set
forth in our Corporate Governance Guidelines as well as other relevant factors, including the candidate’s potential
contribution to the diversity of the Board.
To assist the Nominating and Corporate Governance Committee in identifying prospective Board nominees when
undertaking a search, the Company may retain an outside search firm. The Nominating and Corporate Governance
Committee also considers candidates suggested by its members, other directors, management and shareholders.
Through this evaluation and assessment process in 2021, the Board, by recommendation from the Nominating and
Corporate Governance Committee, identified the need for representation of additional skills and attributes on our Board.
As a result, the Nominating and Corporate Governance Committee engaged a third-party independent search firm to
assist with the identification of potential candidates, which resulted in the appointment of Minesh Shah on March 1, 2022.
2022 proxy statement
19
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
how we are governed and govern
corporate governance at Bed Bath & Beyond
The Board believes that good corporate governance accompanies and aids the Company’s long-term success, and, in
coordination with the Nominating and Corporate Governance Committee, regularly reviews the Company’s corporate
governance policies and practices. The Company’s governance policies and practices,
including the Corporate
Governance Guidelines, were most recently updated in fiscal 2021 based upon a comprehensive review against peer and
market leading practices.
Our current corporate governance policies and practices include, among other things:
Practice
Description
accountability to shareholders
ANNUAL
ELECTIONS
MAJORITY
VOTING
STANDARD
All directors are elected annually, which reinforces our Board’s accountability to shareholders.
Our Amended and Restated Bylaws provide for a ‘‘majority voting’’ standard in uncontested
director elections. An incumbent director that does not meet the majority voting standard must
promptly offer to resign from the Board.
BOARD
REFRESHMENT
The Board has undergone a complete transformation, with all our directors standing for
re-election appointed within the last four years.
PROXY ACCESS
Our Amended and Restated Bylaws provide that any shareholder or group of up to 20 shareholders
owning 3% or more of the Company’s common stock continuously for at least the previous three
years may nominate and include in our proxy materials director nominees totaling up to the greater
of 20% of the Board or at least two directors.
SHAREHOLDER
ENGAGEMENT
We are committed to active and ongoing shareholder engagement, including by directors, to
capture investor perspectives. We regularly engage with our shareholders to better understand
their perspectives in a variety of areas, and these discussions ensure the Company’s interests
remain well-aligned with those of our shareholders.
strong, independent leadership
INDEPENDENCE
A majority of our directors must be independent. Currently, all of our directors other than our CEO
are independent. The Board and its committees hold regular executive sessions of independent
directors, including in conjunction with regular meetings.
We currently have an independent Chair of the Board. If in the future, our CEO is also the Chair of
the Board or the Chair of the Board is otherwise not independent, our Corporate Governance
Guidelines require an independent director to serve as Lead Director.
The Nominating and Corporate Governance Committee reviews and recommends committee
membership. All of the members of the Audit Committee, People, Culture and Compensation
Committee and Nominating and Corporate Governance Committee are independent directors.
Each of our committees is chaired by an independent director, and each committee has an
extensively detailed charter outlining the committee’s duties and responsibilities, which are
reviewed at least on an annual basis.
Our comprehensive board education program begins with a new director orientation process that
includes individual discussions with the Chair of the Board, the CEO and other senior executives
and visits to one or more stores or other Company facilities. Director education continues at each
Board meeting, through reports and presentations by Company officers and outside experts. The
Board also encourages directors to periodically attend appropriate continuing education seminars
or programs.
INDEPENDENT
CHAIR
BOARD
COMMITTEES
BOARD
EDUCATION
20
Practice
Description
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
board structure
DIVERSITY
DIRECTOR
OVERBOARDING
POLICY
SELF-
ASSESSMENTS
BOARD
COMPOSITION
AND PEER
ASSESSMENTS
RISK OVERSIGHT
ESG OVERSIGHT
Our directors have a diversity of perspectives, backgrounds, ages, genders, races and ethnicities
reflecting the diversity of the Company’s loyal customers and dedicated associates. As detailed in
our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee
endeavors to include diverse candidates (including women and candidates who self-identify as
either an underrepresented minority or LGBTQ+) in the qualified pool from which Board
candidates are chosen and, when nominated and elected, to consider such directors for leadership
on the Board and its committees.
Our CEO and non-executive directors who are employed as the chief executive officer or are
otherwise a ‘‘Named Executive Officer’’ of any public company are expected to serve on no more
than one other public company board. Other directors are expected to serve on no more than
three other public company boards.
The Board and each of its committees conduct rigorous annual self-assessments.
The Board conducts board composition and peer assessments on a biennial basis, which may be
facilitated by an independent third-party. The last assessment was conducted in fiscal 2020 by an
independent third-party.
The Board and the Audit Committee at least annually review and engage with the Company’s
Enterprise Risk Management (ERM) process and monitor both the risk culture and emerging and
current strategic risks.
The Board and the Nominating and Corporate Governance Committee regularly review the
Company’s ESG strategies, policies and practices. The Board and the People, Culture and
Compensation Committee regularly review the Company’s strategies, policies and practices with
respect to people and culture matters, including diversity, equity and inclusion (‘‘DE&I’’) policies,
programs and initiatives.
MANAGEMENT
SUCCESSION
PLANNING
The People, Culture and Compensation Committee is responsible for the oversight of regular
management succession planning for the CEO and other executive officers of the Company. The
Nominating and Corporate Governance Committee is responsible for the oversight of emergency
management succession planning.
compensation practices and alignment with shareholders
COMPENSATION
PRACTICES
The People, Culture and Compensation Committee is dedicated to aligning the Company’s
executive compensation practices with the long-term strategy of the Company and the
Company’s compensation design pillars.
COMPENSATION
RECOUPMENT
The Company has the right to recover cash and equity incentive compensation paid to current and
former officers in a broad range of covered events, including conduct detrimental to the Company.
ANTI-HEDGING
AND PLEDGING
POLICIES
STOCK
OWNERSHIP
GUIDELINES FOR
OFFICERS AND
DIRECTORS
The Company does not permit our executive officers to hedge the Company’s securities and
restricts their ability to pledge the Company’s securities.
The Company’s stock ownership guidelines contain minimum ownership requirements for
executive officers and directors, which are regularly reviewed and benchmarked against our peers.
2022 proxy statement
21
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
board leadership
As stated in our Corporate Governance Guidelines, the Board’s general policy, based on experience, is that the positions
of Chair and Chief Executive Officer (‘‘CEO’’) should be held by separate persons. Our current independent Chair of the
Board is Harriet Edelman. As independent Chair of the Board, Ms. Edelman presides at all meetings of the shareholders and
of the Board, and has such powers and performs such other duties required by statute or the Company’s Amended and
Restated Bylaws and as set forth in the Corporate Governance Guidelines or as the Board may from time to time
determine.
Harriet Edelman
Independent
Chair of the Board
Our Corporate Governance Guidelines provide that the independent Chair will:
• seek to promote a strong board culture, including the participation of all directors in
an environment of open dialogue, constructive feedback and effective
communication across Board committees and among the Chair, the Board as a
whole, and with regard to senior management;
• preside at all meetings of the Board, including executive sessions of the independent
directors;
• preside at all meetings of the shareholders;
• have the authority to call meetings of the Board and of the independent directors;
• determine the agendas, schedule and information sent to the directors for Board
including to assure sufficient time for discussion of agenda items,
meetings,
prioritize matters and promote effective information flow and follow-up;
• work with the applicable committee chairs and Board committees with respect to the
annual performance review of the CEO and the Board’s self-assessment and board
composition and peer assessment processes;
• act as a liaison between the members of the Board and management; and
• be available for consultation with the Company’s shareholders as appropriate.
Under the Company’s Corporate Governance Guidelines, if the Board, upon the recommendation of the Nominating and
Corporate Governance Committee, decides in the future that, given the then current circumstances, combining the
positions of independent Chair and CEO would foster a more effective and efficient Board, or the independent Chair is
otherwise determined by the Board to not be independent, then the independent directors will designate an independent
director to serve as Lead Director. The Lead Director would generally have the duties and responsibilities of the current
independent Chair of the Board, unless otherwise determined by the Board.
director independence
The Board, upon the recommendation of the Nominating and Corporate
Governance Committee, has determined that all of our directors other than
Mr. Tritton are ‘‘independent directors’’ under the independence standards set
forth in our Corporate Governance Guidelines and Nasdaq Listing Rule 5605(a)(2).
BOARD INDEPENDENCE
10
1
Independent, including our Chair
Non-independent (CEO)
The Board conducts an annual review of director independence. As part of this review, independence is assessed in both
fact and appearance to promote arms-length oversight and is designed to identify relationships and transactions between
a director or their immediate family and the Company or members of executive management. In the ordinary course of
business, transactions may occur between the Company and entities with which some of our directors or their family
members are or have been affiliated. In connection with its evaluation of director independence, our Board reviewed such
transactions, and it has determined that these transactions do not impair the independence of the respective director.
22
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
committees of the board of directors
The Board has established standing committees to assist with the performance of
its responsibilities. These committees are the Audit Committee, the People,
Culture and Compensation Committee and the Nominating and Corporate
Governance Committee.
All members of the Audit, People, Culture and Compensation and Nominating and
Corporate Governance Committees are considered independent pursuant to
applicable SEC and Nasdaq rules, and all members of the People, Culture and
Compensation Committee meet the ‘‘outside directors’’ requirements for
purposes of applicable tax law.
The Board has adopted written
charters for the Audit, People,
Culture and Compensation,
and Nominating and Corporate
Governance Committees. The
charters are available in the
Investor Relations section of
the Company’s website at
www.bedbathandbeyond.com.*
Each Committee reviews its
charter annually and
recommends charter changes
to the Board, as appropriate.
*
Web links throughout this document are provided for convenience only. Information from the Bed Bath & Beyond website is not
incorporated by reference into this proxy statement.
audit committee
Fiscal 2021 Meetings: 9
Current Members (all independent): Joshua E. Schechter*, Chair | Sue E. Gove* | Virginia P. Ruesterholz* | Andrea M. Weiss*
* Audit Committee Financial Experts
The Audit Committee assists the Board by:
• overseeing the Company’s accounting and financial reporting processes and the integrity of the Company’s quarterly
and annual financial statements;
• reviewing the Company’s earnings announcements, as well as financial information and earnings guidance provided to
analysts and ratings agencies;
• reviewing audits of the Company’s financial statements;
• overseeing the Company’s internal control system and the quality of internal control by management;
• overseeing management’s practices to ensure adequate risk management;
• overseeing the Company’s corporate compliance program,
including compliance with legal and regulatory
requirements and the Company’s ethical conduct policy;
• reviewing and overseeing the independent auditor’s qualifications, independence and performance;
• overseeing the performance of the Company’s internal audit function;
• overseeing cybersecurity, data privacy, information technology and information protection programs; and
• overseeing procedures for receipt and treatment of complaints received by the Company from its customers,
vendors or associates relating to accounting, internal accounting controls or auditing matters.
The Audit Committee has the authority to engage independent counsel and other advisors.
2022 proxy statement
23
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
people, culture and compensation committee
Fiscal 2021 Meetings: 11
Current Members (all independent): John E. Fleming, Chair | Jeffrey Kirwan | Ann Yerger
The People, Culture and Compensation Committee assists the Board by:
• considering and determining all matters relating to the compensation of the CEO, the Executive Chair (if applicable)
and other executive officers (as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended (the
‘‘Exchange Act’’)), and such other key executives as the Committee shall determine;
• administering and functioning as the Committee that is authorized to make grants and awards of equity compensation
to executive officers and such other key executives as the Committee shall determine under the Company’s equity
compensation plans;
• overseeing the Company’s management succession planning for the CEO and other executive officers;
• overseeing the Company’s people and culture matters, including associate diversity and inclusion policies, programs
and initiatives; and
• reviewing and reporting to the Board on such other matters as may be appropriately delegated by the Board for the
Committee’s consideration.
The People, Culture and Compensation Committee has the authority to engage compensation consultants and
other advisors.
nominating and corporate governance committee
Fiscal 2021 Meetings: 17
Current Members (all independent): Virginia P. Ruesterholz, Chair | Sue E. Gove | Mary A. Winston | Ann Yerger
The Nominating and Corporate Governance Committee assists the Board by:
• reviewing and recommending to the Board changes in certain policies regarding the nomination of directors;
• identifying individuals qualified to become directors;
• evaluating and recommending for the Board’s selection nominees to fill positions on the Board;
• advising the Board with respect to leadership of the Board and the structure and composition of the committees of the
Board;
• facilitating the annual assessment of the performance of the Board and its committees;
• facilitating a composition and peer assessment review of the Board not less than biennially;
• advising and making recommendations to the Board with respect to corporate governance matters, including the
Company’s Corporate Governance Guidelines and other corporate governance policies;
• overseeing the Company’s ESG strategies, policies and practices; and
• overseeing the Company’s emergency management succession planning.
The Nominating and Corporate Governance Committee also has the authority to retain advisors, including third-
party search firms to evaluate or assist in identifying or evaluating potential director nominees.
24
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
management succession planning
While the full Board is responsible for ensuring that the Company engages in robust succession planning discussions for
the CEO position and for ultimately determining who holds such position, the Board has delegated the responsibility for
overseeing succession planning for the CEO and other executive officers to (i) the People, Culture and Compensation
Committee for regular succession planning and (ii) the Nominating and Corporate Governance Committee for
emergency succession planning. This oversight responsibility includes periodically reviewing the management
succession plan and identifying potential successors for the CEO. The People, Culture and Compensation Committee and
the Nominating and Corporate Governance Committee periodically report to the Board regarding succession planning
matters. In addition, the CEO periodically reports to the People, Culture and Compensation Committee regarding
succession plans for certain key officers and also makes recommendations to the Board regarding his/her own
succession.
people, culture and compensation committee
interlocks and insider participation
John E. Fleming, Jeffrey Kirwan and Ann Yerger served as members of the People, Culture and Compensation Committee
during fiscal 2021. No director who served on the People, Culture and Compensation Committee during fiscal 2021 was an
officer or associate of the Company or any of its subsidiaries in fiscal 2021 or previously was an officer of the Company.
None of our executive officers currently serve, or in fiscal 2021 has served, as a member of the board or compensation
committee of any entity that has one or more executive officers serving on our Board or the People, Culture and
Compensation Committee.
meetings of the board and committees
Our Board and its committees hold regular meetings each quarter and special meetings when necessary. All incumbent
directors attended at least 75% of the total Board and committee meetings on which he or she served during 2021. All of
our directors who were serving on the day of last year’s annual meeting of shareholders attended that meeting. Under our
Corporate Governance Guidelines, absent unusual circumstances, Board members are expected to attend all Board
meetings, all committee meetings on which they serve and our annual meeting of shareholders. Our non-employee
directors, all of whom are currently independent, meet in executive session, without the presence of any corporate officer
or member of management, in conjunction with regular meetings of the Board and its committees.
Board of Directors
Audit Committee
People, Culture and Compensation Committee
Nominating and Corporate Governance Committee
Number of Meetings in 2021
9
9
11
17
2022 proxy statement
25
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
risk oversight
We are committed to Board-level risk management. The Board monitors the Company’s ‘‘tone at the top’’ and risk
culture and oversees current and emerging strategic risks. Risk management is overseen by the Board and
facilitated through the work of the Board committees which are comprised entirely of independent directors and
provide regular reports to the Board regarding matters reviewed by their committees.
AUDIT COMMITTEE
• Financial reporting
• Legal and regulatory
compliance
• Operational risk
PEOPLE, CULTURE AND
COMPENSATION
COMMITTEE
• People and culture matters,
including DE&I
• Associate talent retention and
• Cybersecurity and data privacy
development
• Internal controls
• Corporate compliance
program
• Compensation policies and
practices
• Conflicts of interest involving
advisors to the compensation
committee
• Management succession
planning for the CEO and other
executive officers
NOMINATING
AND CORPORATE
GOVERNANCE
COMMITTEE
• ESG strategy, policies and
practices
• Board composition, emergency
management succession, and
Board and CEO evaluations
• Governance-related risks,
including assessing and
monitoring the effectiveness of
our Corporate Governance
Guidelines
enterprise risk management
The Company employs enterprise risk management (‘‘ERM’’) practices designed to identify and assess risks to our
business and to develop strategies to mitigate and manage those risks. Our ERM risk assessment and related
reporting involve cross-functional engagement to ensure appropriate prioritization and alignment across the
Company. These activities, which are overseen by the Company’s Controls, Audit and Risk Services team, were
recently refreshed in 2021. As part of its oversight responsibility, the Board receives reports on the material risks
facing the Company, which are identified through multiple means, including the Company’s ERM process. The Audit
Committee of our Board receives regular reports on the Company’s risks, mitigation efforts and related controls to
manage such risks. Areas of risk and mitigation efforts reviewed with the Board and its committees in furtherance of
the Board’s oversight responsibilities include: economic forces; competition; weather; people and culture risks such
as recruitment and retention, safety, and succession; cybersecurity and data security risks; compliance risks
associated with the range of legal, accounting, tax and financial reporting systems under which the Company
operates; supply chain risks, including disruption arising from political instability or labor disturbances, supplier
financial stability and legal compliance; and compliance with a variety of product, labor, social and environmental
standards. The ERM process also informs the more detailed risk factor disclosure in the Company’s Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC.
Additional details on the Company’s risks can be found in the Company’s Annual Report on Form 10-K for the fiscal
year ended February 26, 2022.
26
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
board self-assessment and board composition & peer
assessment processes
The Board conducts a rigorous annual process to assess effectiveness of the Board and each of its committees. As part
of this process, the Board and each of the committees are required to review and evaluate its performance. The Board has
delegated to the Nominating and Corporate Governance Committee the responsibility to facilitate this self-assessment
and report the results thereof to the Board, using such resources or methods as it determines to be appropriate.
The Board also conducts a board composition review and peer assessment process on a biennial basis, which may be
facilitated by an independent third-party consultant. As part of this process, all Board members are interviewed to
provide input on each director, assess the Board’s effectiveness and identify opportunities to further improve
performance. At completion of the evaluation, results are delivered to and reviewed by the Board. The last board
composition review and peer assessment was completed at the end of fiscal 2020.
board education program
The Company and the Board believe that directors should continually update their skills and knowledge in order to
effectively oversee the management of the affairs of the Company. The Board’s comprehensive board education
program begins with a new director orientation process that includes individual discussions with the Chair of the Board,
the CEO and other senior executives; visits to one or more stores and other Company facilities; and orientation by the
Chief Legal Officer and Corporate Secretary regarding various Company programs and policies. Director education
continues at each Board meeting, through reports and presentations by Company officers and outside experts and
through the sharing of information among directors. Additionally, the Board recognizes the value of independent learning
and keeping abreast of legal and business developments to ensure effective discharge of director duties. In order to
advance these goals, the agenda at various Board meetings includes discussion of key business and governance issues.
The Board also encourages directors to periodically attend appropriate continuing education seminars or programs. The
Company reimburses directors for all reasonable fees and expenses associated with attending such programs, up to
$10,000 per director in any fiscal year.
anti-hedging and anti-pledging policies
Our directors and executive officers are prohibited from engaging in hedging or monetization transactions with respect
to Company securities, including through the use of financial instruments such as prepaid variable forward contracts,
equity swaps, collars, exchange funds, puts, calls, forwards and other derivative instruments, or through the
establishment of a short position in the Company’s securities. In addition, our directors and executive officers are
prohibited from pledging Company securities as collateral for a loan or from holding Company securities in a margin
account, unless they certify to the Company’s Chief Legal Officer their financial capacity to repay the covered loan
without resorting to the pledged securities.
2022 proxy statement
27
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
stock ownership guidelines
As a further measure to align the interests of its non-employee directors with the interests of the Company, the
Company’s stock ownership guidelines require all non-employee directors to achieve ownership of Company stock
(inclusive of restricted stock), calculated in total share value, of not less than six times such director’s base annual cash
retainer. In addition, until a non-employee director has achieved the minimum share ownership, such director is required
to hold one hundred percent (100%) of the shares acquired through the vesting of restricted stock received from the
Company. The People, Culture and Compensation Committee evaluates compliance with this policy on an annual basis.
Once a director satisfies the ownership guideline as of a measurement date, they will be considered in compliance
regardless of share price fluctuations or an increase in the director’s annual cash retainer, as long as their holdings remain
at or above the number of shares held at the time they first met the ownership guideline. These enhanced requirements
reflect the Board’s strong commitment to best-in-class governance policies and represent highest standards as
measured against the Company’s peers. As of the end of fiscal 2021, all the Company’s directors owned shares in excess
of the applicable guideline or were in compliance with the retention requirement described above.
governance guidelines and policies; additional
information
The Investor Relations section of the Company’s website contains the following information:
• Corporate Governance Guidelines,
Attendance at the Annual Meeting;
including the Company’s Policies on Director Nominations and Director
• the Company’s Policy of Ethical Standards for Business Conduct that applies to all associates (including all officers) and
members of the Board;
• the Company’s Compensation Recoupment Policy that applies to any current or former executive officer (as defined by
the Exchange Act) and such other senior executives who may be deemed subject to the policy by the Board;
• the 2021 ESG Report, reporting on the environmental, social and governance issues most important to our
business; and
• how shareholders can communicate with the Board.
28
environmental, social and governance (ESG)
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
As Chairs of the Board and the Nominating and Corporate Governance Committee, we believe it is essential that
the Board of Directors is directly engaged in the Company’s ESG strategy. This includes providing appropriate
oversight to all aspects of the strategy and ensuring sufficient links to our Company’s unique business model,
business plans, investments, and risk management processes.
During 2021, our Company published an enhanced ESG Report for the fiscal year 2020 and established important
short- and long-term targets for the environment, the communities we serve, our associates and customers. Our
ESG strategy embeds important principles and programs across our business — with functional plans, leadership
ownership, metrics and targets. Through this framework, we aspire to be the most responsible partner we can for
our associates, customers, communities, shareholders and planet.
The Board provides oversight to ESG matters in each Board committee and at the full Board level. This includes
monitoring progress on our ESG and DE&I goals and further advancing our strategy through the identification of
additional opportunities. In 2022, the Company tuned objectives first shared in 2021 and enhanced our overall
program.
We look forward to our ESG initiatives further distinguishing our Company, driving success, making a positive
impact on our customers and communities and responding to the interests of all stakeholders.
Harriet Edelman
Chair of the Board of Directors
Virginia P. Ruesterholz
Chair of the Nominating and
Corporate Governance Committee
our approach to ESG
Aligned with our purpose to make it easy to feel at home, our ESG vision and principles are embedded in all business
activities. Our strategy is made up of three key pillars – People, Community and Planet – focusing on the areas where we
believe we can contribute the most.
People:
create an equitable, inclusive work environment where all associates feel at home and can thrive
Community:
provide a sense of home to the people and communities we serve
Planet:
do our part to protect the planet we call home
We are committed to a strong governance framework, designed to elevate and embed strong ethical values and
governance throughout the business to enable the ESG strategy. As part of that framework, our Board provides our
Company’s highest level of oversight for ESG matters. In addition, the Nominating and Corporate Governance
Committee has express authority over our ESG programs, strategies, policies and practices, the People, Culture and
Compensation Committee regularly review the Company’s strategies, policies and practices with respect to people and
culture matters, including DE&I and the Audit Committee oversees the Company’s compliance program and risk
management practices, including sustainability-related risks.
For more information about our Board committee oversight responsibilities, see ‘‘committees of the board of directors.’’
2022 proxy statement
29
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
ESG highlights
Our ESG journey is only beginning, and we are committed to making continued progress in 2022 and beyond. Our ESG
vision and principles and 2021 progress is highlighted below. For more information on our ESG program and performance,
please review our 2021 ESG Report, which is available on our website at www.bedbathandbeyond.com.
people
We deeply believe our associates are our greatest asset. Being ‘people powered’ is a key principle of our multi-year
businesstransformationstrategy.Overthepastyear,wehavemadeprogressonimprovingtheassociateexperience,
including:
• implementing 100% paid parental leave at all levels
• conducting an all-associate engagement survey, the results of which will help us continue to improve our work
environment and address associate feedback
• creating our Stronger, Together Relief Fund as a resource for associates facing short-term financial hardship in the event
of an unforeseen personal event or natural disaster
• hiring our first Senior Vice President and Chief Diversity, Equity & Inclusion Officer responsible for the strategy and
execution of our DE&I commitments
For more information about our people commitments, see ‘‘compensation, discussion and analysis - people & culture
highlights.’’
community
Community support is an integral part of our heritage and we have a long-standing tradition of providing aid to
our neighbors in need. We believe a sense of home is critical for the well-being of individuals and communities. In
partnership with local and national non-profits, along with product donations and volunteering, we are working
to advance this sense of home to positively impact communities in need.
Our commitments are supported by our partnerships with two national non-profit organizations, Good360 and
Rebuilding Together, and our thousands of associates across North America who want to contribute and give
back to the communities in which we operate. In 2021, we donated products representing $29.65 million in value.
planet
We understand the urgency of the environmental issues that face us today, and we focus our sustainability work
on the critical issues of climate change, sustainable products, and eliminating waste. As we transform our
business, we have the unique opportunity to deeply embed environmental considerations in the critical choices
we make. We’ve made progress on our environmental goals, including:
• the acceleration of our greenhouse gas reduction goals for Scopes 1 and 2 emissions by 2030
• publishing our Environmental Policy, which describes our commitments on environmental issues
• launching our first circular economy initiative with buybuy Baby’s partnership with GoodBuy Gear to take back used
baby gear for resale in exchange for store credit
30
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
how we are paid
The Director Compensation Table provides compensation information for each member of our Board during fiscal 2021,
other than Mr. Tritton, our President and CEO, whose compensation is reflected in the Summary Compensation Table.
Mr. Tritton did not receive any director fees for fiscal 2021, since he received compensation in his capacity as an executive
of the Company.
Annual director fees for fiscal 2021 were $90,000. In addition to annual fees, directors serving on standing committees of
the Board were paid as follows: an additional $10,000 for Audit Committee members (or $25,000 for the Chair of the Audit
Committee); an additional $7,500 for People, Culture and Compensation Committee members (or $25,000 for the Chair
of the People, Culture and Compensation Committee); and an additional $5,000 for Nominating and Corporate
Governance Committee members (or $16,500 for the Chair of the Nominating and Corporate Governance Committee).
The independent Chair of the Board also receives an annual retainer in the amount of $200,000 (in addition to the standard
annual director fees received by the independent Chair of the Board), with 75% payable in cash and 25% payable in
restricted stock on the date of the Annual Meeting of Shareholders (calculated based on the average of the high and low
trading prices on such date).
The Company does not pay per meeting fees. Director fees are paid on a quarterly basis. Directors may elect to receive all
or 50% of their fees in stock.
In addition to the fees above, each director, other than Mr. Tritton, received a grant of restricted stock under the
Company’s 2012 Incentive Compensation Plan (the ‘‘2012 Plan’’) on the date of the Company’s 2021 Annual Meeting of
Shareholders with a grant date value equal to $150,000. The number of shares were calculated using the average of the
high and low trading prices of the Company’s common stock on the date of the 2021 Annual Meeting of Shareholders.
In an effort to further align the interests of our Board and the Company, the non-employee members of our Board are
required to maintain ownership of Bed Bath & Beyond stock (inclusive of restricted stock) of not less than six times a
director’s base annual cash retainer (measured at the close of the fiscal year and subject to later fluctuations in share
price). In addition, until a non-employee director has achieved the minimum share ownership, the director is required to
hold one hundred percent (100%) of the shares acquired through the vesting of restricted stock received from the
Company. As of the end of fiscal 2021, all the Company’s directors owned shares in excess of the applicable guideline or
were in compliance with the retention requirement described above.
2022 proxy statement
31
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
As described above and more fully below, the following table summarizes the annual compensation for the directors,
other than Mr. Tritton, during fiscal 2021.
Marjorie Bowen(6)
Harriet Edelman
John E. Fleming
Sue E. Gove
Jeffrey A. Kirwan
Shelly Lombard(6)
Johnathan B. (‘‘JB’’) Osborne(5)
Harsha Ramalingam(5)
Benjamin Rosenzweig(6)
Virginia P. Ruesterholz
Joshua E. Schechter
Minesh Shah(6)
Andrea M. Weiss
Mary A. Winston
Ann Yerger
Fees Earned or
Paid in Cash
($)
0
240,000(3)
115,000
105,000
97,500(3)
0
31,731
31,731
0
116,500
115,000
0
100,000
95,000
102,500(3)
Stock Awards
($)(1)(2)
—
200,020(4)
150,000
150,000
150,000
—
—
—
—
150,000
150,000
—
150,000
150,000
150,000
Total
($)
0
440,020
265,000
255,000
247,500
0
31,731
31,731
0
266,500
265,000
0
250,000
245,000
252,500
(1)
(2)
(3)
(4)
(5)
(6)
The value of stock awards represents their respective total fair value on the date of grant calculated in accordance with Accounting
Standards Codification (‘‘ASC’’) Topic No. 718, ‘‘Compensation—Stock Compensation’’ (‘‘ASC 718’’), without regard to the estimated
forfeiture related to service-based vesting conditions. All assumptions made in the valuations are contained and described in Note 15 to
the Company’s financial statements in the Company’s Annual Report on Form 10-K for fiscal 2021. 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 directors.
For all directors who did not resign before the end of fiscal 2021, includes the value of 5,071 restricted shares of common stock of the
Company granted under the Company’s 2012 Plan on the date of the Company’s 2021 Annual Meeting of Shareholders and valued under
ASC 718 at fair market value on such date ($29.58 per share, the average of the high and low trading prices on June 17, 2021). Such
restricted stock vested on the last day of the fiscal year of grant, subject to the applicable director remaining in office until the last day of the
fiscal year.
50% of each of Mmes. Edelman’s and Yerger’s, and Mr. Kirwan’s fees were paid in unrestricted shares of common stock of the Company
pursuant to the Bed Bath & Beyond Plan to Pay Directors Fees in Stock and the number of shares was determined (in accordance with the
terms of such plan) based on the fair market value per share on the second business day following the announcement of the Company’s
financial results for its fiscal third quarter, which was $13.16 per share, the average of the high and low trading prices on January 10, 2022.
In addition to the 5,071 restricted shares of common stock mentioned in note 2 above, Ms. Edelman also received 1,691 restricted shares
of common stock of the Company representing the amount of the Independent Chair of the Board retainer for fiscal 2021, granted under
the Company’s 2012 Plan on the date of the Company’s 2021 Annual Meeting of Shareholders and valued under ASC 718 at fair market
value on such date ($29.58 per share, the average of the high and low trading prices on June 17, 2021). Such restricted stock vested on the
last day of the fiscal year of grant, subject to remaining in office until the last day of the fiscal year.
No longer serving as a director as of June 17, 2021.
Mr. Shah was appointed to the Board on March 1, 2022. Mmes. Bowen and Lombard and Mr. Rosenzweig were appointed to the Board on
March 24, 2022.
delinquent section 16(a) reports
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, officers and beneficial owners of 10% or more
of our common shares to file reports with the SEC relating to their common share ownership and changes in such
ownership, and to confirm that all required Section 16(a) forms were filed with the SEC. Based on a review of our records
and certain written representations received from our executive officers and directors, we believe that all reports, except
one, that were required to be filed under Section 16(a) during fiscal 2021, were timely filed. There was one late filing
disclosing one transaction for Ms. Hong due to a filing code process issue.
32
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
certain relationships and related transactions
The Company’s Audit Committee reviews and, if appropriate, approves transactions brought to the Committee’s
attention in which the Company is a participant and the amount involved exceeds $120,000, and in which, in general,
beneficial owners of more than 5% of the Company’s common stock, the Company’s directors, nominees for director,
executive officers, and members of their respective immediate families, have a direct or indirect material interest. The
Committee’s responsibility with respect to the review and approval of these transactions is set forth in the Audit
Committee’s charter.
how we engage with and listen to our
shareholders; how to communicate with us
We actively engage with a significant and diverse group of our shareholders on topics important to them and to the
Company. Topics discussed have included an increased focus on areas such as executive compensation; governance
practices, including board assessment and refreshment; board composition; business strategy; environmental and social
topics such as people and culture and DE&I; balance sheet and capital allocation; and other topics suggested by our
shareholders. In addition, our Investor Relations team, together with members of senior management, regularly engage
with investors.
Shareholder feedback is discussed by the Board periodically throughout the year. This includes input through direct
discussions and prior shareholder votes, as well as engagement with proxy advisory firms that represent the interests of
a wide array of shareholders. Feedback and insight from these discussions, in addition to emerging best practices, policies,
and other market standards, are considered and evaluated by our Board and management to enhance our disclosures and
practices.
As part of our fiscal 2021 shareholder engagement plans, we reached out to our top shareholders, representing the
majority of our total shares outstanding, which group included index funds, hedge funds, public pension funds and
actively-managed funds. The Chair of our Board, members of the Board (including the Chair of our Nominating and
Corporate Governance Committee) and management participated in these meetings. During the course of these
discussions, we covered the important topics listed above. In addition, we provided information on the strengthening of
our executive leadership team, board refreshment and diversity, executive compensation, ESG and the progress being
made in transforming the Company and driving long-term sustainable growth.
We plan to continue increasing shareholder and stakeholder outreach and are working to create a regular cadence of
two-way communication opportunities as we seek to understand priorities from all perspectives. We also plan to launch a
regular, ongoing governance outreach program overseen by our Board.
Shareholders and interested parties may direct communications to individual directors, to a Board committee, to the
independent directors as a group or to the Board as a whole, by addressing the communications to the appropriate party
and sending them to Bed Bath & Beyond Inc., c/o Corporate Secretary, 650 Liberty Avenue, Union, NJ 07083. The
Corporate Secretary will review all communications so addressed and will forward to the addressee(s) all communications
determined to bear substantively on the business, management or governance of the Company.
2022 proxy statement
33
audit matters
PROPOSAL 2
ratification of the appointment of auditors for
fiscal 2022
The Board recommends that the shareholders vote FOR the ratification of the appointment of KPMG LLP as
independent auditors for fiscal 2022.
appointment of KPMG LLP
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the
Company’s independent registered public accounting firm. The Audit Committee has appointed KPMG LLP to serve as
our independent auditors for fiscal 2022, subject to ratification by our shareholders. The Company’s auditors have been
KPMG LLP for every year that it has been a public company. The Audit Committee and the Board believe that the
continued retention of KPMG LLP as our independent registered public accounting firm is in the best interest of the
Company and our shareholders.
Representatives of KPMG LLP will be present at the Annual Meeting to answer questions. They will also have the
opportunity to make a statement if they desire to do so. If the proposal to ratify their appointment is not approved, other
certified public accountants will be considered by the Audit Committee. Even if the proposal is approved, the Audit
Committee, in its discretion, may direct the appointment of new independent auditors at any time during the year if it
believes that such a change would be in the best interest of the Company and its shareholders.
fees paid to KPMG LLP for services and
products
The Audit Committee is responsible for the approval of the audit fees associated with the Company’s retention of KPMG
LLP. The fees incurred by the Company for professional services rendered by and products purchased from KPMG LLP for
fiscal 2021 and the fiscal year ended February 27, 2021 (‘‘fiscal 2020’’) were as follows:
Audit Fees
Tax Fees
All Other Fees
2021
2020
$1,730,000
$1,984,000
115,000
3,000
52,000
3,000
$1,848,000
$2,039,000
In fiscal 2021 and fiscal 2020, in accordance with the SEC’s definitions and rules, ‘‘Audit Fees’’ included fees associated
with the annual audit of the Company’s financial statements, the assessment of the Company’s internal control over
financial reporting as integrated with the annual audit of the Company’s financial statements and the quarterly reviews of
the financial statements included in its Form 10-Q filings. In fiscal 2020, ‘‘Audit Fees’’ also includes fees for additional
procedures related to the divestitures of certain non-core banners, upgrades to information technology systems, the
accelerated share repurchase program and fees for procedures due to consents on Form S-8 registration statements. In
fiscal 2021 and 2020, ‘‘Tax Fees’’ included fees associated with tax planning, tax compliance (including review of tax
returns) and tax advice (including tax audit assistance). The Audit Committee has concluded that the provision of the
foregoing services is compatible with maintaining KPMG LLP’s independence. In addition to fees for audit and non-audit
34
services, in fiscal 2021 and 2020, the Company paid a subscription fee for a KPMG sponsored research product, reflected
above in ‘‘All Other Fees.’’ The Audit Committee has concluded that the provision of the foregoing services and products
is compatible with maintaining KPMG LLP’s independence.
AUDIT MATTERS
pre-approval policies and procedures
In accordance with the Audit Committee charter, the Audit Committee must pre-approve all audit and non-audit services
provided to the Company by its outside auditor. To the extent permitted by applicable laws, regulations and Nasdaq rules,
the Committee may delegate pre-approval of audit and non-audit services to the Chair of the Audit Committee or one or
more members of the Committee, within certain parameters. Such member(s) must then report to the full Committee at
its next scheduled meeting if such member(s) pre-approved any audit or non-audit services.
In fiscal 2021 and fiscal 2020, all (100%) audit and non-audit services were pre-approved in accordance with the Audit
Committee charter.
audit committee report for the fiscal year
ended february 26, 2022
The Audit Committee discussed the auditors’ review of quarterly financial information with the auditors prior to the
release of that information and the filing of the Company’s quarterly reports with the SEC; the Audit Committee also met
and held discussions with management and the independent auditors with respect to the audited year-end financial
statements. Further, the Audit Committee discussed with the independent auditors the matters required to be discussed
by the Public Company Accounting Oversight Board Auditing Standard No. 1301, ‘‘Communications with Audit
Committees,’’ received the written disclosures and the letter from the independent auditors required by applicable
requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s
communications with the Audit Committee concerning independence and discussed with the auditors the auditors’
independence. The Committee also discussed with the auditors and the Company’s financial management matters
related to the Company’s internal control over financial reporting. Based on these discussions and the written disclosures
received from the independent auditors, the Committee recommended that the Board include the audited financial
statements in the Company’s Annual Report on Form 10-K for the year ended February 26, 2022, filed with the SEC on
April 21, 2022.
This audit committee report is not deemed filed under the Securities Act of 1933 or the Securities Exchange Act of 1934
and is not incorporated by reference into any filings that the Company may make with the SEC.
AUDIT COMMITTEE
Joshua E. Schechter, Chair
Sue E. Gove
Virginia P. Ruesterholz
Andrea M. Weiss
2022 proxy statement
35
information about our
executive officers
Set forth below is information concerning individuals who were our executive officers as of May 16, 2022:
Name
Age
Position
Mark J. Tritton
Gustavo Arnal
Anu Gupta
John Hartmann
Joe Hartsig
Arlene Hong
Rafeh Masood
Lynda Markoe
Gregg Melnick
58
52
53
58
58
53
43
55
52
President and Chief Executive Officer and Director
Executive Vice President, Chief Financial Officer
Executive Vice President, Chief Growth Officer
Executive Vice President, Chief Operating Officer of the Company, and President, buybuy
BABY, Inc.
Executive Vice President and Chief Merchandising Officer of the Company, and President,
Harmon Stores Inc.
Executive Vice President, Chief Legal Officer and Corporate Secretary
Executive Vice President, Chief Customer Officer
Executive Vice President, Chief People & Culture Officer
Executive Vice President, Chief Stores Officer
Mark J. Tritton has served as President and Chief Executive Officer of the Company and as a director since November of
2019. Mr. Tritton’s biography and work history is set forth above under ‘‘Our Directors.’’
Gustavo Arnal joined the Company as Executive Vice President, Chief Financial Officer in May 2020. Prior to joining the
Company, Mr. Arnal served as Group CFO of Avon from 2019 to 2020, and as CFO, International Divisions and Global
Functions of Walgreens Boots Alliance from 2017 to 2018. Prior to Walgreens Boots Alliance, Mr. Arnal worked at Procter
& Gamble for over twenty years, including senior global CFO positions in the U.S. and Europe.
Anu Gupta has been Executive Vice President, Chief Growth Officer since November 2021 and previously served as Chief
Strategy and Transformation Officer from September 2020 to November 2021. Prior to joining the Company, Ms. Gupta
served as Chief Operating Officer of Jyve Corporation from 2018 to 2020, Senior Vice President Strategy Execution and
Operational Excellence of Target from 2015 to 2018 and Senior Operating Executive of Hellman & Friedman LLC, a private
equity firm, from 2013 to 2015. She has also held senior-level operational roles at The Michaels Companies, Inc. and
Safeway, Inc.
John Hartmann joined the Company as Executive Vice President, Chief Operating Officer of the Company and President
of buybuy BABY, Inc. in May 2020. Prior to joining the Company, Mr. Hartmann served as President and Chief Executive
Officer of True Value Company from 2013 to 2020.
Joe Hartsig joined the Company as Executive Vice President, Chief Merchandising Officer of the Company and President
of Harmon Stores Inc. in March 2020. Prior to joining the Company, Mr. Hartsig served as Chief Merchandising Officer of
Walgreens Boots Alliance from 2016 to 2020, as Head of Marketing and Digital Commerce at Walgreens Boots Alliance
from 2015 to 2016 and as Chief Merchandising and Marketing Officer at Essendant from 2013 to 2015.
Arlene Hong joined the Company as Executive Vice President, Chief Legal Officer and Corporate Secretary in May 2020.
Prior to joining the Company, Ms. Hong served as Senior Vice President, Chief Legal Officer and Corporate Secretary of
FULLBEAUTY Brands from 2018 to 2020. Prior to that, she worked at Amazon from 2014 to 2018 as General Counsel of
Quidsi, Amazon’s largest retail subsidiary, and as Senior Corporate Counsel for the Softlines business. She also previously
served as Senior Vice President, General Counsel and Corporate Secretary at J. Crew and Ideeli.
Rafeh Masood has been Executive Vice President, Chief Customer Officer since November 2021 and joined the Company
as Executive Vice President, Chief Digital Officer in May 2020. Prior to joining the Company, Mr. Masood served as Chief
Digital Officer of BJ’s Wholesale Club from 2017 to 2020 and as Vice President, Customer Innovation Technology at Dick’s
Sporting Goods from 2013 to 2017.
Lynda Markoe joined the Company as Executive Vice President, Chief People & Culture Officer in September 2020. Prior
to joining the Company, Ms. Markoe held various leadership roles at J.Crew Group, Inc. since 2003, including serving as its
Chief Administrative Officer and Global Head of Human Resources. Prior to that, Ms. Markoe was a human resources
leader at Gap Inc.
Gregg Melnick has been Executive Vice President, Chief Stores Officer since May 2020. Mr. Melnick served as interim
Chief Digital Officer of the Company from December 2019 to May 2020 and as Chief Operations Officer, Digital from 2018
to 2019. Prior to joining the Company in 2018, Mr. Melnick was President of Party City Holdings from 2014 to 2018.
36
executive compensation
PROPOSAL 3
approval, by non-binding vote, of the 2021
compensation paid to the Company’s NEOs
In accordance with the requirements of Section 14A of the Exchange Act, the Company is providing its shareholders
the opportunity to cast an advisory vote on the compensation of its NEOs for fiscal 2021. This proposal, commonly
known as a ‘‘say-on-pay’’ proposal, gives the Company’s shareholders the opportunity to express their views on the
NEOs’ compensation.
The Board recommends a vote in favor of the following resolution:
‘‘RESOLVED, that the compensation paid to the Company’s NEOs for fiscal 2021, as disclosed pursuant to Item 402
of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative
discussion, is hereby APPROVED.’’
This proposal is not binding upon the Company. However, the People, Culture and Compensation Committee, which
is responsible for designing and administering the Company’s executive officer compensation program, values the
opinions expressed by shareholders through this vote and considers the views provided by shareholders when
making future compensation decisions for NEOs. The affirmative vote of the holders of a majority of the votes cast by
our shareholders in person or represented by proxy and entitled to vote is required to approve this proposal.
The compensation framework for fiscal 2021 is based on our three design pillars, which are: (i) supporting our
business transformation strategy; (ii) responding to shareholder views; and (iii) reflecting market-leading practices.
While fiscal 2021 performance continued to be impacted by the COVID-19 pandemic, our primary objective has been
to establish a compensation program that motivates our executive team to focus on our key strategic initiatives and
shareholder value creation. The People, Culture and Compensation Committee supports the recommendation by
the Board of a vote approving the fiscal 2021 executive compensation program.
We currently hold a say-on-pay vote annually, and the next say-on-pay vote is expected to occur at our 2023 Annual
Meeting of shareholders.
The Board recommends that the shareholders vote FOR the approval, by non-binding vote, of the 2021
compensation paid to the Company’s NEOs.
2022 proxy statement
37
EXECUTIVE COMPENSATION
message from the chair of our
people, culture & compensation
committee
to our shareholders:
Over the past several years, the People, Culture and Compensation Committee has dedicated extensive time and resources to
develop an executive compensation framework to support the future of Bed Bath & Beyond Inc. Underlying our compensation
designpillarsthatguidedthedevelopmentofthisframework–supportingourbusinesstransformationstrategy,respondingto
shareholder views and reflecting market-leading practices – is our core pay-for-performance philosophy.
For fiscal 2021, we structured our compensation program specifically to drive change through our transformation as we
transitioned from development to execution in year one of our multi-year strategy. As detailed in Mark and Harriet’s
earlier letter, fiscal 2021 represented a challenging operational year for the industry, and for Bed Bath & Beyond Inc. While
our team achieved certain critical strategic milestones that we believe lay the foundation for our long-term success, we
could not overcome certain unforeseen macroeconomic challenges amidst internal operational deficits. Our
performance did not meet expectations and we were disappointed in our near-term results. In adherence to our strict
pay-for-performance philosophy, executive compensation in fiscal 2021 fell significantly below established target levels.
We remain committed to directly linking pay to the achievement of financial targets aligned with our strategic goals and
creating long-term shareholder value. The changes made to our compensation programs in 2021 to be more focused on
critical drivers of success and more performance-oriented align with these objectives.
In summary, decisions relating to fiscal 2021 executive compensation include:
• Selecting adjusted EBITDA (70% weighting) and
comparable sales growth (30% weighting) as short-
term incentive plan (STIP) performance metrics to
focus our leadership team on driving results during the
initial execution of our transformation priorities. We
established performance goals in line with our
aggressive annual financial plan, with target
representing improvement over 2020 results.
• Increasing the weighting of our performance-driven
long-term incentive (LTI) awards, resulting in an LTI mix
of 60% PSUs and 40% RSUs versus 30% PSUs and 70%
RSUs in fiscal 2020.
• Maintaining a heavy focus on relative total shareholder
return (TSR) as a metric (50% weighting) for our PSUs to
underscore the importance of measuring and gauging
achievement versus our peers; however, we also added
gross margin as a performance metric (50% weighting).
The key metrics of our long-term transformation remain
sales, gross margin, EBITDA and cash flow to drive value
creation.
• Reflecting our financial performance in fiscal 2021, our
incentive programs did not yield compensation rewards
for our executive team. Specifically, performance
against adjusted EBITDA and comparable sales goals
under our STIP did not meet the minimum achievement
level, resulting in a $0 payout. Our NEOs’ equity awards,
which are granted in part to align executives’ pay with
shareholder interests, were also impacted by stock price
declines in fiscal 2021. Taking into account no bonus
payout, current projections of our performance shares
and the impact of stock price decline, realizable total
direct compensation for our CEO was approximately
58% below the target total direct compensation
established at the beginning of the year.
We believe that recent say-on-pay results, combined with feedback received from shareholders during our 2021 engagement,
demonstrate support for our approach to executive compensation and related governance policies and best practices. Given
the stringent alignment of pay with performance in fiscal 2021, continued shareholder support, and the need to continue to
focus our team on our strategic transformation, the People, Culture and Compensation Committee approved a consistent
executive compensation structure for fiscal 2022. Consistent with the earlier references to the macroeconomic challenges we
faced in fiscal 2021, the 2022 fiscal year-to-date period has shown considerable volatility across the consumer landscape. To
support our pay-for-performance culture and drive sequential
improvement amidst the unprecedented early-2022
environment, we continue to analyze the timing and measurement of performance metrics and goals to further align our
executives’ compensation to performance and achievement of our goals.
38
EXECUTIVE COMPENSATION
Our transformation strategy is people powered. To continue honoring our commitment to our hard-working associates and
creating a culture where they can thrive, we changed our committee’s name in fiscal 2022 to the People, Culture and
Compensation Committee. As part of our oversight responsibilities, we recently engaged in a dynamic review of our broad-
based people strategies and programs, and we remain dedicated to providing opportunities for all associates to thrive.
On behalf of the People, Culture and Compensation Committee of the Board, we appreciate your continued support of
Bed Bath & Beyond Inc.
John E. Fleming
Chair, People, Culture and Compensation Committee
2022 proxy statement
39
EXECUTIVE COMPENSATION
people, culture and compensation committee report
The directors named below, who constitute the People, Culture and Compensation Committee, have submitted the
following report for inclusion in this Proxy Statement.
The People, Culture and Compensation Committee has reviewed and discussed with management the Compensation
Discussion and Analysis contained in this Proxy Statement. Based on this review and the discussions with management
with respect to the Compensation Discussion and Analysis, the People, Culture and Compensation Committee
recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement for filing
with the SEC and be incorporated by reference in the Company’s Annual Report on Form 10-K for fiscal 2021.
PEOPLE, CULTURE AND COMPENSATION COMMITTEE
John E. Fleming, Chair
Jeffrey Kirwan
Ann Yerger
40
compensation discussion & analysis (CD&A)
CD&A summary
Our NEOs
EXECUTIVE COMPENSATION
Rafeh Masood
Executive Vice
President, Chief
Customer Officer
since November
2021 (Chief Digital
Officer since May
2020)
Mark J. Tritton
President and Chief
Executive Officer
since November
2019
John Hartmann
Executive Vice
President, Chief
Operating Officer,
and President,
buybuy BABY, Inc.
since May 2020
Gustavo Arnal
Executive Vice
President, Chief
Financial Officer
since May 2020
Joe Hartsig
Executive Vice
President, Chief
Merchandising
Officer and
President, Harmon
Stores, Inc. since
March 2020
FISCAL 2021: YEAR ONE OF OUR STRATEGIC TRANSFORMATION
With an entirely new leadership team and a clearly articulated strategy to rebuild and reimagine our Company, we began
year one of our multi-year transformational plan energized and ready to execute on our mission: to re-establish our
authority and be the preferred omni-channel home destination driven by teams consistently delivering balanced durable
growth.
Our fiscal 2021 financial results reflect the complexities of executing a comprehensive transformation during a turbulent
operating environment. Macroeconomic challenges, such as the ongoing effects of COVID-19, as well as global supply
chain disruptions, highlighted our ill-equipped legacy infrastructure. Lower available inventory to sell and accelerated cost
inflation impacted our sales and gross margin performance significantly.
Although fiscal 2021 presented several significant operating and environmental challenges, the efforts of our senior
executives and our extended teams resulted in the achievement of our 2021 transformational milestones, which are
critical catalysts for future growth and profitability. We launched eight new owned brands with sales penetration that
exceededourgoals,addedkeyomnichanneldeliveryandpick-upsolutionsforourcustomerswhileleveragingourpowerful
digital and store connections, substantially completed our current store fleet optimization program by closing
approximately 200 stores, and elevated our existing stores by continuing our remodel program by initiating 130 remodels
(80 complete). Finally, we began the long-term, structural reformation of our supply chain and technological foundation
through investments in key IT systems and the opening of our first of four planned regional distribution centers.
Despite the achievement of these strategic milestones on our long-term transformational roadmap, we fell short of our
near-term financial targets, which is reflected in the year-end determinations of the People, Culture and Compensation
Committee(referredtointhissectionasthe‘‘Committee’’).Foradditionalstrategichighlights,see‘‘fiscal2021highlights.’’
Our primary goal for the fiscal 2021 compensation program was to incentivize and reward balanced, sustainable growth
with key financial metrics directly aligned with our transformation strategy and driving long-term shareholder value. For
theperformance-basedcashshort-termincentiveplan(STIP),theCommitteeapprovedaggressiveadjustedEBITDAand
comparable sales growth goals. For long-term incentives, as disclosed previously, the Committee approved a more highly
performance-weighted mix of PSUs (60% weighting) and time-vested RSUs (40% weighting). The goals approved by the
Committee for the fiscal 2021 PSUs incorporate our emphasis on expanding gross margin (50% weighting) and also
continues to measure relative TSR (50% weighting) performance. The PSUs vest at the end of a three-year performance
period (2021-2023), subject to continued employment and achievement of the performance goals.
2022 proxy statement
41
EXECUTIVE COMPENSATION
price
Upon review of goal performance under
the STIP in April 2022, it was concluded
that threshold achievement levels were
not met and, accordingly, the Committee
awarded no STIP payouts for fiscal 2021.
Further, as of fiscal year-end, the value of
the fiscal 2021 LTI awards had decreased
56% for our CEO due to the impact of
stock
current
decline
projections of our performance shares.
Total realizable direct compensation for
our CEO was approximately 58% below
the target total direct compensation
established at the beginning of the year.
Consistent with our program design, we
believe these incentive plan outcomes
continue
our
compensation philosophy of strongly
correlating pay with performance.
demonstrate
and
to
$12,000,000
$10,000,000
$8,000,000
$6,000,000
$4,000,000
$2,000,000
$0
$11,082,500
-58%
$4,647,044
Base Salary
Bonus
RSU
PSU
Target
Realizable
our 2021 executive compensation framework
emphasis on pay-for-
performance
Total Direct Compensation (At Target)
The 2021 executive compensation program
was designed to drive performance,
recognize achievement of strategic and
transformation objectives for the year, and
motivate and retain our new leadership
team. Our program emphasizes at-risk pay
and is consistent with the compensation
design pillars established by the Committee
in fiscal 2019, which communicate our pay-
for-performance compensation philosophy
and state that our program should support
our business transformation strategy, be
responsive to shareholder views and reflect
For more
market-leading
information, see ‘‘how we design our
compensation program’’ and ‘‘executive
compensation program elements.’’
practices.
CEO
89% AT-RISK
Base
Salary
(11%)
Annual
Incentive
Compensation
(19%)
Average Other NEOs
77% AT-RISK
Base
Salary
(23%)
Annual
Incentive
Compensation
(20%)
Long-Term
Incentive
Compensation
(70%)
At-Risk
Compensation
Long-Term
Incentive
Compensation
(57%)
At-Risk
Compensation
42
EXECUTIVE COMPENSATION
incentive plans aligned with our transformation goals
Fiscal 2021 Program Design. In fiscal 2021, we made several changes to our incentive plans to further link performance
and execution of our transformation strategy. The structure of both the short- and long-term incentive plans were
determined taking into consideration key strategic initiatives relating to our multi-year transformation, and, as always,
increasing long-term shareholder value. It was of paramount importance to us to remain committed to our performance
focus, update our incentive plan designs to align with our current strategic initiatives and motivate our leadership team.
For more information about our incentive plans, including selection of metrics and setting of performance goals, see
‘‘annual cash incentive compensation’’ and ‘‘long-term equity incentive compensation.’’
FISCAL 2021 SHORT TERM INCENTIVE PLAN (STIP)
Metric
Actual
Achievement Weighted
Payout %
ADJUSTED
EBITDA*
70%
$182M
DID NOT MEET
THRESHOLD
COMPARABLE
SALES GROWTH
30%
- 7.0%
DID NOT MEET
THRESHOLD
0%
0%
FISCAL 2021 PAYOUT:
0%
60% PERFORMANCE-BASED STOCK UNITS (PSUs)
Metric
Actual
THREE-YEAR
ADJUSTED GROSS
MARGIN*
THREE-YEAR
RELATIVE TSR
VERSUS OTHER
RETAIL PEERS
50%
50%
BASED ON ACHIEVEMENT OVER FISCAL
2021-2023 PERFORMANCE PERIOD
40% RESTRICTED STOCK UNITS (RSUs)
Time-vested RSUs vest over a three-year period (fiscal 2024)
The STIP performance metrics for fiscal 2021
continued to focus on adjusted EBITDA (70%
weighting) as the primary driver of performance.
For our secondary metric, rather than focusing
on digital sales growth and reduction in SG&A
expense, which were fiscal 2020 STIP metrics
during the onset of the COVID-19 pandemic, our
new metric focuses on growth in comparable
sales (30% weighting). We chose this metric
because it reflects our strategic emphasis on
accelerating omni-channel, top-line growth. The
goals for the STIP were designed to be
challenging with targets established based on
our annual financial plan and in the mid-range of
our initial, publicly communicated outlook at the
beginning of the fiscal year.
fiscal 2021 LTI
Our
focused on a more
performance- driven mix of LTI awards
weighted more heavily toward performance-
based PSUs (60% weighting) – as compared to
fiscal 2020, where we temporarily weighted
more heavily toward time-vested RSUs (70%
weighting) during the first year of the COVID-19
pandemic and as we hired a new leadership team
and built out the elements of our overall
business transformation efforts in a volatile
environment. While the pandemic continued to
impact fiscal 2021 performance, we considered
long-term, sustainable
principal drivers of
growth and prioritized our objective of aligning
executive and shareholder interests. The fiscal
2021 PSUs are based on achievement of
aggressive adjusted gross margin goals, as well
as a continued emphasis on outperformance of
our peer group through relative total
shareholder return.
* Adjusted EBITDA and adjusted gross margin are non-GAAP financial measures. See Appendix A for a reconciliation of GAAP to non-GAAP
measures for fiscal 2021 used in this proxy statement.
2022 proxy statement
43
EXECUTIVE COMPENSATION
Fiscal 2022 Program Design. The structure of our fiscal 2022 executive compensation program reflects our on-going
commitment to pursue a compensation plan based on our pay-for-performance design pillars. Acknowledging strong
shareholder support, the program structure for fiscal 2022 largely follows the same format as for fiscal 2021. Performance
metrics for the short- and long-term incentive plans remain relatively the same except for the addition of a traffic metric
as we continue to focus our leadership team on financial and operational goals tied to our foundational transformation
initiatives. As part of the Committee’s ongoing review of the Company’s compensation program, in consultation with our
independent compensation consultant, the RSU portion of equity awards for fiscal 2022 were granted in the form of
cash-settled RSUs rather than stock-settled RSUs to be good stewards of our share pool given the current remaining share
availability under our equity compensation plan. Consistent with the earlier references to the macroeconomic challenges
we faced in fiscal 2021, the 2022 fiscal year-to-date period has shown considerable volatility across the consumer
landscape as many retailers have reported. To support our pay-for-performance culture and drive sequential
improvement amidst the unprecedented early-2022 environment (in addition to our continuing navigation of COVID-19),
we continue to analyze the timing and measurement of performance metrics and goals to further align our executives’
compensation to performance and achievement of our goals, including evaluating whether targets based on a half year
plan may be appropriate given the significant challenges presented already during fiscal 2022.
people & culture
oversight of people & culture
Emphasizing the importance of our associates to our people-powered strategy, we recently changed the name of the
Committee and amended its charter to not only reflect the name change, but to expressly state its responsibilities relating
to broad-based people and culture programs. In April 2021, the Committee engaged in a comprehensive review of our
company-wide people strategy. This deep-dive discussion, led by our Chief People & Culture Officer, also included an
analysis of DE&I, turnover and other key labor and talent metrics. The Committee also receives regular people and
culture updates.
PEOPLE AND CULTURE HIGHLIGHTS
At Bed Bath & Beyond Inc., we are committed to creating and sustaining a talent culture that attracts, retains and
develops high performing teams who consistently deliver operational excellence and business results. We strive to
create a work environment in which all associates feel at home and can thrive by ensuring they have the resources
that supports their physical, mental, social, and emotional well-being.
associate engagement & retention
Our culture of listening and learning creates a platform for all associates to provide feedback, and an
opportunity for us to focus on what matters most to them. In 2021, we engaged associates through our first
enterprise-wide associate survey, resulting in more than 70% associate participation. We shared the results
from the survey – including key themes, top strengths, priority areas and next steps – with our Board, senior
management, and associates to continue the dialogue and respond to the feedback we heard through action
plans and continuous learning.
As a result of engagement feedback, we have begun to develop key programs and policies to support and
retain our critical talent. This work includes associate benefits and workplace programs, including 100% paid
parental leave, a flexible time off policy and dedicated wellness spaces in our corporate offices. We conducted
listening circles in response to societal topics that arose throughout the year to provide a safe space for
associates to share their experiences as well as provide ideas for how we can support them.
associate development & training
Maintainingandsustaininganengagingworkplaceculturethatprovidesdevelopmentopportunitiesforassociates
is a top priority for us. A key focus area is our performance management process that includes goals and objectives
that drive business transformation while leveraging the individual strengths and talents of associates.
44
EXECUTIVE COMPENSATION
We are building comprehensive learning and development programs, which will include an expansion of our skill
development programs and upskilling training courses designed to provide associates with technical and
competency-based skills applicable across a range of career paths. Additionally, we have developed strategic
partnerships with learning organizations to curate development content on daily tools and on-demand learnings.
Our regional and district store leaders, as well as supply chain leaders, participate in a newly-launched
Foundational Leadership Course, which supports their career development and provides them with the tools
and resources needed to lead associates and create a strong culture in our stores and our
Distribution/Fulfillment facilities. Our role framework, completed in 2021, provides the foundation for career
path options which in addition to performance management, serves as to further clarify the development and
advancement opportunities for associates.
In addition, associates receive annual training on a variety of topics, which is targeted based on their roles and job
function and focus on our commitment to high ethical standards and fostering a culture of honesty, integrity,
and compliance.
diversity, equity & inclusion
We embrace diversity, equity, and inclusion (DE&I) and strive to model a culture of trust and accountability where
all associates feel they belong. By building upon our recruitment, development, and promotion practices, we are
committed to equitably distributing opportunities and achieving a workforce that reflects the world we live in
and the customers we serve. We monitor the representation of women and racially or ethnically diverse
associates at all levels of our organization and continue to make progress toward our 2030 goals of 50% female
and 25% racial and ethnic diversity at each level. In 2021, we appointed a Chief DE&I Officer, implemented
educational programming to increase awareness, empathy and understanding and launched several associate
resource groups aimed at building community, providing a platform for meaningful discussion and advancing a
culture of DE&I to create safe and supportive spaces for our associates.
racial and/or ethnically diverse
representation
women
representation
our
associates*
our
Board
52%
18%
70%
55% includes the Chair of the Board
*Data for our associates provided as of December 31, 2021
compensation & benefits
To support associate recruitment and retention, we recently redesigned our total rewards program to provide
incentives, recognition and benefit programs that reflect the changing needs of our associates. Our
compensation packages include, but are not limited to, competitive wage rates, an annual short-term incentive
program, long-term incentive program, a 401(k) plan with matching contributions, paid vacation and holidays, a
flexible time off policy, health, dental and vision insurance, paid parental leave, disability insurance, life insurance,
health savings and flexible spending accounts, free health and wellness subscriptions and support via an
associate relief fund. Eligibility for, and the level of, benefits vary depending on associates’ full-time or part-time
status, work location, role, and tenure.
2022 proxy statement
45
EXECUTIVE COMPENSATION
associate health & safety
The health and wellbeing of our customers and associates is one of our top priorities. We implement health,
safety, and security programs and strive to maintain a safe and secure environment for our associates and
customers. We tailor our programs to address potential risks in all our workplaces, from stores, distribution
centers, and corporate offices, to business travel. This includes our safety and security standards and policies,
emergency response and crisis management protocol and associate training related to the risks and exposures
in their areas of responsibility.
In response to the COVID-19 pandemic, we expanded our policies to include a new vaccination time off policy,
and sick time policies as required by state and local law, associate rapid response programs with COVID-19
protocols and safety tips and a new store safety plan, which includes requirements with respect to masks, social
distancing and cleaning measures, among others. We’ve also introduced other remote work benefits including a
hybrid corporate office schedule and dedicated weekly focus time to create time to innovate.
More information about our People efforts can be found in our 2021 ESG Report, which is available on our website
at www.bedbathandbeyond.com.
compensation governance practices
We continue to evaluate and enhance our executive compensation program to reflect our pay-for-performance
philosophy and consider governance practices that benefit all shareholders.
what we do
what we don’t do
Align pay with our transformation strategy, performance and
creation of value for shareholders
No performance goals for incentive awards that
encourage excessive risk taking
Engage directly with shareholders to discuss compensation
Use an appropriate mix of fixed and variable, and short- and long-
term, compensation elements
No hedging and restricted pledging of Company
stock
No repricing or backdating of stock options
Pay a substantial portion of executive compensation in the form
of at-risk equity grants (in the form of RSUs and PSUs)
No payment of dividends or dividend equivalents
on unearned PSU and RSU awards
Vary incentive payouts commensurate with results, including
capping long-term incentive awards if TSR is negative
No excessive perquisites or other supplemental
benefits
Require double-trigger change in control vesting provisions
No excise tax gross-ups on severance payments
Maintain market-leading provisions in our Compensation
Recoupment Policy
Maintain rigorous stock ownership guidelines for all executive
officers and directors
46
EXECUTIVE COMPENSATION
principles
how we design
our executive
compensation
program
customer
inspired
We unlock the value
delivered to our
leaders and our
shareholders when
we deliver on our
promise to inspire
our customers to
home, happier —
they are the center
of all we do
omni-always
To accelerate the evolution of our
business with an integrated approach of
both brick & mortar and digital, we take
a multi-faceted and holistic approach to
making compensation decisions. We
consider numerous factors, including
market practice and benchmarking but
also role and specific talent markets,
individual performance and potential
and internal equity
people
powered
We invest in attracting
and retaining the talent
required to deliver on our
customer and
shareholder promise to
re-establish our authority
as the preferred omni-
channel home destination
performance
driven
We align a majority of the
compensation of our leaders to
quantifiable performance goals,
emphasizing long-term value
allowing us to unlock balanced
durable growth and strong
sustainable total shareholder
growth
In 2019, the Committee established new compensation design pillars. These pillars guided our fiscal 2021 decisions
as we continued to establish a compensation program that attracts, motivates and retains experienced and driven
leaders to accelerate our transformation.
Our fiscal 2021 executive compensation program is based on the following:
SUPPORTING BUSINESS
TRANSFORMATION
STRATEGY
RESPONDING TO
SHAREHOLDER VIEWS
REFLECTING MARKET-
LEADING PRACTICES
2022 proxy statement
47
EXECUTIVE COMPENSATION
Compensation Design Pillars
Fiscal 2021 Compensation Design
SHORT- AND LONG-TERM INCENTIVES
· Establish a short-term incentive program with metrics
based on key objectives that support the Company’s long-
term strategic goals.
· Set metrics for long-term incentives that are closely aligned
with TSR.
· Develop payout curves for annual and long-term incentive
opportunities that provide strong incentives for superior
performance and meaningful downside risk for under-
performance.
· Establish rigorous performance goals for target incentive
payouts.
· Incorporate terms for incentive awards that include risk of
forfeiture for misconduct.
· Ensure that directors and executives are subject to
meaningful stock ownership guidelines to align their
interests with those of our shareholders.
PEER GROUP
· Establish a single relevant peer group to use consistently
to benchmark Company performance and compensation
levels and practices.
· Review the peer group annually to ensure all companies
remain appropriate in terms of both size and industry.
COMPENSATION BENCHMARKING
· Establish fixed, short-term, long-term, and total target pay
levels that are rigorously and appropriately benchmarked
against our peer group.
· Utilize a reasonable blend of compensation elements, with
the majority of target total compensation linked to long-term
performance and TSR.
· Set annual compensation and long-term incentive targets
generally at the median range for the peer group.
STIP
· Earned based on adjusted EBITDA*
comparable sales growth (30%).
(70%) and
· Potential payout ranges are between 0% and 200% of
target.
· Target goals were established based on our annual
budget process.
PSUs and RSUs
· Increased use of PSUs in LTI award compared to fiscal
2020 to enhance performance focus and alignment of
executive and shareholder interests.
· PSUs:
o
o
o
o
Earned based on adjusted gross margin*
(50%) and three-year relative TSR (50%).
Used different metrics from our STIP.
Potential payout ranges for 2021 PSUs are
between 0% and 200% of target.
Portion earned based on relative TSR is
capped at 100% of target if absolute TSR over
the performance period is negative.
· RSUs: Provide added retention over vesting period.
SHARE OWNERSHIP GUIDELINES
· Our share ownership guidelines
require covered
individuals to hold Bed Bath & Beyond common stock with
a value equal to a multiple of their base salary or cash
retainer, as applicable.
· Continued to use a single peer group to benchmark
compensation and assess relative TSR performance.
· Peer group reviewed in October 2021 as part of annual
pay review process, with five companies removed due to
size misalignment and/or non-standard pay practices.
· New peer group applicable for 2022 benchmarking and
assessment of relative TSR for 2022 PSUs.
· Target total direct compensation for our NEOs in fiscal
2021 is based on numerous factors, including market
practice and benchmarking, but also role and specific
talent markets, individual performance and potential and
internal equity.
· 89% of CEO’s target total direct compensation is at risk
(in
incentive
opportunities); 77% of other NEO target pay (on average)
is at risk.
form of short-and
long-term
the
*
Adjusted EBITDA and adjusted gross margin are non-GAAP financial measures. See Appendix A for a reconciliation of GAAP to non-GAAP
measures for fiscal 2021 used in this proxy statement.
48
how we consider shareholder feedback
say-on-pay
our
the
2021 Annual Meeting,
At
executive
compensation program received advisory approval of
approximately 93% of the shares voted. We believe the
improvement in say-on-pay results over the last several
years reflects the development by the Committee of a
pay-for-performance philosophy and a framework that
became the basis of our compensation design pillars. The
Committee considers the results of the say-on-pay vote
as part of its decision-making process and is committed
to remain responsive to shareholder priorities, with the
goal of earning consistent high levels of shareholder
support.
EXECUTIVE COMPENSATION
83%
85%
93%
21%
2018
2019
2020
2021
100
80
60
40
20
0
FISCAL 2021 ENGAGEMENT
As part of our fiscal 2021 plans, we reached out to our top shareholders, representing the majority of our total
shares outstanding, which group included index funds, hedge funds, public pension funds and actively-managed
funds. The Chair of the Board, members of the Board and management participated in virtual and telephone
meetings with the majority of our largest shareholders. We covered executive compensation, as well as other
important topics, including strategy and performance, Board refreshment and ESG. The feedback received from
shareholders was positive and supportive of our compensation program, including our pay-for-performance
philosophy.
Going forward, we plan to continue our shareholder and stakeholder outreach and maintain a regular cadence of
two-way communication opportunities, as we continue to understand priorities from all perspectives. We also plan
to launch a regular, ongoing governance outreach program overseen by our Board which includes engagement on
executive compensation matters and other relevant topics. For more information about how we engage directly
with shareholders, see ‘‘how we engage with and listen to our shareholders; how to communicate with us.’’
2022 proxy statement
49
EXECUTIVE COMPENSATION
how our NEOs were paid in 2021
executive compensation program elements
Our fiscal 2021 performance driven compensation program for the NEOs and certain other key executives included the
following elements:
BASE
SALARY
· Fixed
· Delivered in
cash
total direct compensation
STIP
LONG-TERM INCENTIVE
· Variable
· Delivered in cash
· Rewards achievement
against objective, pre-
established
performance metrics
· Variable
· Delivered in equity
· Aligns the interest of associates
and shareholders
· Incentivizes retention during critical
transformation period
· PSUs reward achievement against
objective, pre-established
performance metrics
RETIREMENT AND
OTHER BENEFITS
· Health plan
· Limited 401(k) plan match
· Limited perquisites
The Committee focuses primarily on the elements of total direct compensation, including base salary, STIP and long-term
incentives, when structuring and assessing compensation for the leadership team. We aim to set target total direct
compensation and related elements generally at the median range for our peer group, but also consider role and specific
talent markets, individual performance and potential and internal equity. For more information on our peer group and
benchmarking, see ‘‘our compensation decision-making process.’’
base salary
Base salaries represent fixed cash compensation tied to the size, scope and complexity of each executive’s position and
the depth of each executive’s experience. The Committee considered these factors in setting base salaries that would
attract and retain executives leading the Company’s transformation.
The Committee reviews base salaries for executives on an annual basis to determine whether such salaries remain
appropriate. This annual review considers each individual executive’s performance, as well as the results of peer group
benchmarking. Any approved adjustments generally become effective in April of the applicable fiscal year.
As part of its annual review and benchmarking of base salaries with its independent compensation consultant, the
Committee approved (i) a 2.5% merit-based increase for Mr. Tritton in recognition of his continued leadership driving our
strategic transformation, successful recruitment of a distinguished executive leadership team, and balanced and focused
decision-making during the pandemic and (ii) an 18% adjustment for Mr. Masood to close the competitive gap to market
and recognize the growth in importance of this role over time. The increases became effective April 2021.
short-term incentive compensation
For fiscal 2021, the Committee continued the use of its performance-based cash STIP, which was implemented in 2020 to
ensure a mix of short-term fixed and variable pay tied to aggressive, quantitative objectives. The fiscal 2021 metrics
included adjusted EBITDA and comparable sales growth, both of which align with our near-term transformation priorities
of driving top-and bottom-line growth, including through our omni-always approach and focus on assortment, as well as
resetting our cost structure through store remodels and fleet optimization.
50
The STIP provides for the calculation of award payouts as follows:
EXECUTIVE COMPENSATION
BASE
SALARY
TARGET
%
STIP PERFORMANCE
%
ADJUSTED
EBITDA*
70%
COMPARABLE
SALES GROWTH
30%
=
STIP
PAYOUT
$
The Committee approves annual target STIP awards expressed as a percentage of each NEO’s base salary. Initial STIP
target opportunities were determined in connection with the hiring of each of our NEOs. As part of its annual review and
benchmarking of total target direct compensation with its independent compensation consultant, the Committee
approved an increase in fiscal 2021 STIP target opportunity for Mr. Tritton from 150% to 175% of his base salary, in part to
reflect his demonstrated growth in the role, to continue to focus his energy and attention on the transformational journey
in a more meaningful way and to reflect a competitive market position aligned with similarly situated peer executives in
similar roles. The Committee also increased the STIP target opportunity for Mr. Masood from 70% to 80% in connection
with his promotion to Chief Customer Officer.
Performance metrics for the fiscal 2021 STIP were determined by the Committee based on our key transformation
priorities in year one of our three-year strategy. In connection with setting the threshold, target and maximum
achievement goals for the STIP, the Committee worked closely with its independent compensation consultant and
approved goals that it deemed to be challenging and that would require significant progress toward our strategic
transformation milestones in order to be met.
To enhance market competitiveness, and to reward for outsized performance, the Committee increased the maximum
payout opportunity for the fiscal 2021 STIP from 150% to 200%. Balancing its decision to widen the payout scale, the
Committee also reduced the payout for threshold performance from 50% to 25%.
how we align our STIP performance metrics with our strategy
ADJUSTED
EBITDA*
COMPARABLE
SALES GROWTH
EBITDA is a common metric used to assess operating performance, particularly for our peer retail
companies. We have selected adjusted EBITDA (70%) because we believe it directly measures
achievement against all of our strategic goals collectively, including sales growth, margin expansion
and cost control.
Comparable sales growth (30%) aligns with our strategy and therefore takes into account our revenue
base after divestitures of noncore banners and rightsizing of our store fleet. Additionally, due to the
impact of COVID-19 and resulting store closures in the first quarter of fiscal 2020, the metric in fiscal
2021 was designed to measure comparable sales growth in the second through fourth quarters.
Comparable sales is defined in our 2021 Annual Report on Form 10-K, which was filed with the SEC on
April 21, 2022.
*
Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of GAAP to non-GAAP measures for fiscal 2021 used
in this proxy statement.
2022 proxy statement
51
EXECUTIVE COMPENSATION
how we set our STIP performance goals
The fiscal 2021 STIP goals were based on our annual financial plan and in the mid-range of our initial, publicly communicated
outlook at the beginning of the fiscal year. The target adjusted EBITDA goal established for the STIP required improved
performance over fiscal 2020 results. Comparable sales growth, by nature of the measure, requires year-over-year
improvement. Achievement of maximum-level payouts for both goals required significantly exceeding the operating plans in
place at the time the goals were approved.
Following completion of the fiscal year, the Committee evaluated performance against the adjusted EBITDA and
comparable sales growth goals and calculated the fiscal 2021 payout. As discussed above in the CD&A Summary, our
performance did not meet threshold levels under the STIP.
FISCAL 2021 STIP PERFORMANCE AND PAYOUT CALCULATIONS
Weighting
Threshold
(25% Payout)
Target
(100% Payout)
Maximum
(200% Payout)
% of Target
Weighted
Performance
ADJUSTED EBITDA*
70%
COMPARABLE SALES
GROWTH
30%
ACTUAL
$440
ACTUAL
$515
$600
-1.0%
0.0%
4.0%
0%
0%
Payout
0%
0%
0%
*
Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of GAAP to non-GAAP measures for fiscal 2021 used
in this proxy statement.
Based on the Committee’s certification of performance results, our NEOs did not receive any 2021 STIP payouts.
long-term incentive compensation
Our long-term incentive program is designed to focus our executives on increasing shareholder value, to reward their
contributions to our sustainable, long-term growth and performance, and to attract and retain key talent. For 2021, the
Committee approved long-term incentive grants for our NEOs, consisting of a mix of PSUs and time-vested RSUs.
Considerations for Fiscal 2021 LTI Mix
PSUs
RSUs
In determining the split between PSUs and RSUs, the Committee
considered:
• the need to motivate and retain our entirely new leadership team
as it leads the Company’s business transformation;
• emphasis on performance-based, at-risk pay; and
• the goal of aligning executive and shareholder interests.
The Committee will continue to evaluate LTI pay mix as our
transformation progresses to ensure alignment between pay
and performance.
60%
40%
RSUs
Time-vested
vest
ratably on the first, second
and third anniversary of the
date of grant, generally
subject to the executive’s
employment
continued
through such date
on
and
Fiscal 2021 PSUs are earned
three-year
based
gross margin
adjusted
three-year
(50%)
relative
(50%).
TSR
Payouts for PSUs based on
also
relative TSR are
TSR
subject
‘‘regulator’’
caps
award payouts at 100% of
target if our TSR over the
performance
is
negative.
a
that
period
to
The Committee also approved target long-term incentive award values for each NEO. These values are determined in
connection with the benchmarking and setting of target total direct compensation and related compensation elements
52
for each NEO, as contemplated in applicable employment agreements. The Committee approved a 10% adjustment to
Mr. Tritton’s target value at grant for fiscal 2021 in order to further align to market and continue to reward for
achievements of longer-term objectives of the business. For more information, see ‘‘executive compensation program
elements.’’
EXECUTIVE COMPENSATION
FISCAL 2021 TARGET LTI VALUE
Mark J. Tritton
John Hartmann
Gustavo Arnal
Joseph Hartsig
Rafeh Masood
$7,700,000
$3,500,000
$1,937,500
$1,750,000
$1,137,500
Mr. Masood received an additional LTI award in connection with assuming his new position as Chief Customer Officer. This
equity grant was structured consistently with the fiscal 2021 awards, including mix of PSUs (60% weighting) and RSUs (40%
weighting), performance metrics, vesting conditions and goals. For more information, see ‘‘fiscal 2021 NEO compensation
decisions.’’
2021 PSUs – grants
The Committee selected adjusted gross margin and relative TSR as the performance metrics, with equal weighting, for
the 2021 PSUs and established: (i) for adjusted gross margin, aggressive threshold, target and maximum performance
goals and related payout percentages based on achievement; and (2) for relative TSR, the payout percentages based on
achievement versus other peer retailers. As noted in our compensation design pillars, the peer group for performance
comparisons is the same as the peer group used for benchmarking. To further enhance shareholder alignment, the
Committee continued its past practice of including an element in the terms and conditions of the 2021 PSUs based on
relative TSR that caps any payouts at target (regardless of relative performance) if our absolute TSR over the performance
period is negative.
how we align our PSUs with increased shareholder value
ADJUSTED GROSS MARGIN*
Gross margin is a key component of our transformation strategy and reflects achievement across all our critical drivers,
including digital growth, owned brand penetration, focus on cost and sourcing savings and optimizing our costs of
fulfillment. We believe that gross margin is critical to long-term value creation.
RELATIVE TSR
Relative TSR rewards shareholder returns and long-term performance relative to our peer group, and we believe also
provides the right balance with our annual incentive metrics that focus on near-term strategic priorities. The risk of any
excessive payouts in the event we are not delivering value to our shareholders is controlled by the cap on payouts at target
in the event absolute TSR over the performance period is negative.
*
Adjusted gross margin is a non-GAAP financial measure. See Appendix A for a reconciliation of GAAP to non-GAAP measures for fiscal 2021
used in this proxy statement.
how we set our PSU performance goals
We set challenging threshold, target and maximum adjusted gross margin goals, with target alignment to our three-year
transformation objectives. The payout scale for PSUs based on adjusted gross margin ranges from 50% (threshold) to
200% (maximum).
We require TSR performance above the 50th percentile of our peer group to payout at target (55th percentile). We
believe this performance hurdle is higher than typical market practice and reflects robust goal-setting. For the TSR-
based PSUs, the Committee changed the 25% (threshold) to 150% (maximum) payout scale used in fiscal 2020 to 25%
(threshold) to 200% (maximum) for fiscal 2021, to align with market practice and our pay-for-performance culture. The
Committee also focuses on carefully and thoughtfully identifying our peer group, including retailers with business
characteristics similar to ours and companies of varying sizes in terms of revenue and market capitalization.
2022 proxy statement
53
EXECUTIVE COMPENSATION
2019 PSUs – payouts
In connection with Mr. Tritton’s appointment as CEO, he received several inducement and make-whole awards (to replace
certain awards forfeited when he resigned from his prior employer). These awards included a make-whole PSU award with
a value at grant of $3,500,000 vesting on November 4, 2021 (2019 PSUs). The 2019 PSUs were based on two-year
performance tests relating to the development of our rigorous transformation strategy, including specific objectives and
goals relating to same-store sales, EBIT growth, talent management, expense reduction and margin increase, and regular
achievement updates to the Board. Following certification by the Committee that the performance goals were achieved,
Mr. Tritton vested in 273,735 shares on November 4, 2021, with a value of $5,459,645.
retirement and other benefits
The NEOs generally are entitled to the same retirement and other benefits offered to all Bed Bath & Beyond associates.
The cost of these benefits constitutes a small percentage of each NEO’s total compensation. Key benefits include paid
vacation, premiums paid for short- and long-term disability insurance, a matching contribution to the NEO’s 401(k) plan
account and payment of a portion of the NEO’s premiums for healthcare and basic life insurance. We do not provide any
pension or retirement benefits, other than the 401(k) plan, or any nonqualified deferred compensation plans.
We generally have provided our leadership team with certain perquisites, including an automobile allowance and an annual
financial planning benefit. The Committee believes such limited perquisites are reasonable and consistent with our overall
objective of attracting and retaining talented NEOs.
See the ‘‘all other compensation’’ column in the Summary Compensation Table for further information regarding these
benefits and perquisites, and the ‘‘potential payments upon termination or change in control’’ table for information
regarding termination and change in control payments and benefits.
fiscal 2021 NEO compensation decisions
The following provides fiscal 2021 summary compensation information for each of our continuing NEOs. Pay mix for each
NEO represents fiscal 2021 total direct compensation, including actual STIP payout of $0 and target LTI value. For more
information, see ‘‘employment agreements and potential payments upon termination or change in control.’’
Mark J. Tritton
president and chief executive officer
We entered into an employment agreement with Mr. Tritton
in connection with his appointment as President and CEO in
November 2019. The terms and conditions of this agreement
were designed to establish a competitive compensation
framework that aligns with our compensation design pillars.
Mr. Tritton’s fiscal 2021 compensation consisted of the
elements described below.
14%
base
salary
0%
STIP
86%
LTI
base salary
$1,230,000 annually
STIP
LTI
other awards
No STIP bonus awarded for fiscal 2021
• Target STIP opportunity: 175% of base salary
$7,700,000 target award value for fiscal 2021
No other awards granted in 2021
For more information about outstanding awards, including inducement and make-whole
awards granted in connection with Mr. Tritton’s appointment in 2019, see ‘‘outstanding
equity awards at fiscal year end.’’
tailored
perquisites
• Financial planning
• Automobile allowance
54
EXECUTIVE COMPENSATION
John Hartmann
chief operating officer and president buybuy BABY
We entered into an employment agreement with Mr. Hartmann
in connection with his appointment as Chief Operating Officer
and President, buybuy BABY in May 2020. The terms and
conditions of this agreement were designed to establish a
competitive compensation framework that aligns with our
compensation design pillars. Mr. Hartmann’s fiscal 2021
compensation consisted of the elements described below.
22%
base
salary
0%
STIP
78%
LTI
base salary
$1,000,000 annually
STIP
LTI
other awards
tailored
perquisites
No STIP bonus awarded for fiscal 2021
• Target STIP opportunity: 125% of base salary
$3,500,000 target award value for fiscal 2021
No other awards granted in 2021
For more information about outstanding awards, including inducement and make-whole
awards granted in connection with Mr. Hartmann’s appointment in 2020, see ‘‘outstanding
equity awards at fiscal year end.’’
• Relocation assistance in connection with Mr. Hartmann’s relocation to the New York
metropolitan area
• Automobile allowance
Gustavo Arnal
chief financial officer
In connection with Mr. Arnal’s appointment as Chief Financial
Officer in April 2020, we entered into an employment agreement
with Mr. Arnal in April 2020. The terms and conditions of this
agreement were designed to establish a competitive
compensation framework that aligns with our compensation
design pillars. Mr. Arnal’s fiscal 2021 compensation consisted of
the elements described below.
29%
base
salary
0%
STIP
71%
LTI
base salary
$775,000 annually
STIP
LTI
other awards
No STIP bonus awarded for fiscal 2021
• Target STIP opportunity: 85% of base salary
$1,937,500 target award value for fiscal 2021
No other awards granted in 2021
For more information about outstanding awards, including inducement and make-whole
awards granted in connection with Mr. Arnal’s appointment in 2020, see ‘‘outstanding
equity awards at fiscal year end.’’
tailored
perquisites
• Financial planning
• Automobile allowance
2022 proxy statement
55
EXECUTIVE COMPENSATION
Joseph Hartsig
chief merchandising officer and president Harmon Stores Inc.
We entered into an employment agreement with Mr. Hartsig in
connection with his appointment as Chief Merchandising Officer and
President, Harmon Stores Inc.
in March 2020. The terms and
conditions of this agreement were designed to establish a
competitive compensation framework that aligns with our
compensation design pillars. Mr. Hartsig’s fiscal 2021 compensation
consisted of the elements described below.
29%
base
salary
0%
STIP
71%
LTI
base salary
$700,000 annually
STIP
LTI
other awards
No STIP bonus awarded for fiscal 2021
• Target STIP opportunity: 80% of base salary for fiscal 2021
$1,750,000 target award value for fiscal 2021
No other awards granted in 2021
For more information about outstanding awards, including inducement and make-whole
awards granted in connection with Mr. Hartsig’s appointment in 2020, see ‘‘outstanding equity
awards at fiscal year end.’’
tailored
perquisites
• Financial planning
• Automobile allowance
Rafeh Masood
chief customer officer
We entered into an employment agreement with Mr. Masood in
connection with his appointment as Chief Digital Officer in May
2020, which was amended in connection with his promotion to
Chief Customer Officer in November 2021. The terms and
conditions of this agreement were designed to establish a
competitive compensation framework that aligns with our
compensation design pillars. Mr. Masood’s fiscal 2021
compensation consisted of the elements described below and
reflect increases related to his promotion.
30%
base
salary
0%
STIP
70%
LTI
base salary
$650,000 annually
STIP
LTI
other awards
No STIP bonus awarded for fiscal 2021
• Target STIP opportunity: 80% of base salary (increased from 70% in November 2021)
$1,137,500 target award value for fiscal 2021
• One-time LTI award with a value of $350,000 consisting of 60% PSUs and 40% RSUs in
connection with appointment to Chief Customer Officer. The PSUs and RSUs vest
pursuant to the same terms as the PSUs and RSUs awarded to NEOs as part of the fiscal
2021 executive compensation program described above.
For more information about outstanding awards, including inducement and make-whole
awards granted in connection with Mr. Masood’s appointment as Chief Digital Officer in
2020, see ‘‘outstanding equity awards at fiscal year end.’’
tailored
perquisites
• Financial planning
• Automobile allowance
56
EXECUTIVE COMPENSATION
our compensation decision-making process
role of the people, culture and compensation committee
The Committee, which is comprised entirely of independent directors, reviews and establishes our management
compensation and benefits philosophy, policies, plans and programs. In this role, the Committee is responsible for
considering and determining all matters relating to the compensation of the CEO and other executive officers, including
the NEOs, as well as administering and functioning as the committee that is authorized to make grants and awards of
equity compensation to our NEOs. Pursuant to its charter, the Committee may form subcommittees and delegate its
authority to any such subcommittee or to any designated officer of the Company as it deems appropriate, to the extent
permitted by law or by applicable policies and rules of the Company.
role of management
Subsequent to the appointment of our new leadership team, meetings of the Committee have been regularly attended by
our Chief People & Culture Officer and other members of our People & Culture management team. Our CEO also provides
input as requested and, together with our CFO, contributes to the discussion of our internal operating budget and related
calculation of goals for our incentive plans.
independent consultants
In fiscal 2021, the Committee engaged the services of an independent compensation consultant, Meridian Compensation
Partners, LLC (Meridian). Meridian reports directly to the Committee and attended most meetings during the year. Meridian
assisted with the development of competitive market data and benchmarking, helped the Committee design and implement
our revised incentive compensation programs and provided information on trends and emerging best practices. Meridian has
not served the Company in any other capacity except as consultant to the Committee.
The Committee receives advice and assistance from the law firm of Winston & Strawn LLP.
The Committee has concluded that no conflict of interest exists (or existed) that prevents (or prevented) Meridian or
Winston & Strawn from being independent advisors to the Committee.
benchmarking peer group
Consistent with our compensation design pillars, the Committee established a single, updated and relevant peer group for
setting total direct compensation levels and measuring relative performance. Until 2019, we relied on two peer groups:
one group for compensation benchmarking and an expanded group for performance comparisons. In 2019, the
Committee determined that having a single peer group would increase alignment between pay and performance, reduce
complexity and increase transparency. This peer group was reaffirmed in 2020 and served as our peer group for fiscal 2021
compensation benchmarking. In October 2021, the Committee reassessed our peer group for fiscal 2022, based on a
review by Meridian, and removed five companies due to size misalignment and/or non-standard pay practices. We
continue to believe the peer group has an appropriate number and breadth of companies to support both purposes.
The peer group consists primarily of retailers with business characteristics that make them similar to the Company. The
Committee also considered various size parameters, including revenue and market capitalization.
Based on the parameters reviewed, the following 22 companies (our Peer Group) were identified as competitors for
business, talent or both. We aim to set target total direct compensation and related elements generally at the median
range for our peer group, but also consider role and specific talent markets, individual performance and potential and
internal equity.
2022 proxy statement
57
EXECUTIVE COMPENSATION
FISCAL 2021 PEER GROUP
Advance Auto Parts, Inc.
AutoZone, Inc.
Dollar Tree, Inc.
Foot Locker, Inc.
The Gap, Inc.
The ODP Corporation
Bath & Body Works, Inc.
Kohl’s Corporation
The Michaels Companies, Inc.
Big Lots, Inc.
Burlington Stores, Inc.
Macy’s, Inc.
Nordstrom, Inc.
Dick’s Sporting Goods, Inc..
O’Reilly Automotive, Inc.
Tractor Supply Company
Ulta Beauty, Inc.
Wayfair Inc.
Dillard’s Inc.
Ross Stores, Inc.
Williams-Sonoma, Inc.
Dollar General Corporation
TO BE REMOVED FROM PEER GROUP FOR 2022: Dillard’s, Inc., Dollar General Corporation, Dollar Tree, Inc., The
Michaels Companies, Inc., and Wayfair Inc.
BED BATH & BEYOND COMPARED TO PEER GROUP
NUMBER OF
75th Percentile
$16,670
100%
$22,982
100%
88,857
100%
Median
$12,731
75%
$12,383
75%
38,599
75%
25th Percentile
$ 8,631
50%
$ 5,433
50%
30,400
50%
Bed Bath & Beyond Inc.
$ 7,868
25%
$ 1,618
25%
32,000
25%
28%
Percentile Rank
10%
0%
10%
3%
0%
3%
28%
0%
Data sourced from S&P Capital IQ effective as of February 28, 2022. Revenue and number of associates data based on trailing twelve months.
Market cap presented as of February 2022.
The 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 Committee considers various accounting and tax implications of cash, equity-based and other compensation.
When determining the amounts of equity-based awards to be granted, the 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 granted.
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 Committee generally considers this limit when determining executive
compensation, the 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
58
EXECUTIVE COMPENSATION
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 Committee’s control also may affect the deductibility of
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 and its shareholders to enter into these employment arrangements as they provide a level of
certainty to the Company and our executives on their fixed compensation and termination entitlements. 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 is a stand-alone policy to underscore the
importance of these principles and 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
Investor Relations website available at
www.bedbathandbeyond.com. The 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.
available in the Governance Documents
section of our
policies prohibiting hedging and pledging
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 March 2021, the Committee performed a risk assessment of our compensation programs, which included an analysis of
the risk associated with our executive compensation program conducted by the Committee’s independent
compensation consultant. In its review, the 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 Committee, with confirmation by the independent
compensation consultant, determined that our compensation practices and policies do not create risks that are
reasonably likely to have a material adverse effect on the Company.
2022 proxy statement
59
EXECUTIVE COMPENSATION
executive stock ownership guidelines
We encourage our executives to own our common stock so that they share the same long-term investment risk as our
shareholders. Our stock ownership guidelines, recently enhanced in 2020, require all executive officers, including our
NEOs to maintain an ongoing and substantial investment in our common stock. The guidelines are based on multiples of
base salary, varying by role, as follows:
MINIMUM STOCK OWNERSHIP REQUIREMENT
6x
3x
BASE SALARY
BASE SALARY
2x
BASE SALARY
Chief Executive Officer
Chief Financial Officer
Chief Stores Officer
Chief Legal Officer
Chief Operating Officer
Chief Customer Officer Chief People and Culture Officer
Chief Merchandising Officer Chief Growth 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 Committee evaluates compliance with this policy on an annual basis. Once an executive satisfies the ownership
guideline as of a measurement date, they will be considered in compliance regardless of share price fluctuations or an
increase in base salary, as long as their holdings remain at or above the number of shares held at the time they first met the
ownership guideline. As of the end of fiscal 2021, all of the Company’s executives subject to the policy owned shares in
excess of the applicable guideline or were in compliance with the retention requirement described above.
60
EXECUTIVE COMPENSATION
compensation tables
summary compensation table for fiscal 2021, fiscal
2020 and fiscal 2019
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, who had not yet joined the Company
in fiscal 2019 and consequently, have information included for fiscal 2021 and fiscal 2020 only, and Mr. Masood, who was
not an NEO for fiscal 2020 or fiscal 2019 and, consequently, has information included for fiscal 2021 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
Gustavo Arnal(7)
Executive Vice President, Chief
Financial Officer
John Hartmann(8)
Chief Operating Officer and
President, buybuy BABY
Joseph Hartsig(9)
Executive Vice President, Chief
Merchandising Officer, and
President, Harmon Stores Inc.
Rafeh Masood(10)
Executive Vice President, Chief
Customer Officer
2021
1,225,385
0
8,351,225
0
199,012
9,775,622
2020
1,144,615 710,000
6,931,834
346,154 375,000 11,632,199
2,700,000
750,000
1,440,503 12,926,952
661,045 13,764,398
775,000
611,058
0
2,101,371
0
37,094
2,913,465
— 2,740,375
988,125
310,841
4,650,399
2019
2021
2020
2021
1,000,000
0
3,796,011
0
545,649
5,341,660
2020
750,000 687,500
6,635,377
1,473,214
103,553
9,649,644
2021
2020
700,000
70,000
1,897,993
0
208,798
2,876,790
635,385 260,000
2,556,051
420,000
61,974
3,933,410
2021
634,615 192,500
1,551,564
0
273,693
2,652,372
(1)
(2)
(3)
(4)
Except as otherwise described in this Summary Compensation Table, salaries to NEOs were paid in cash in fiscal 2021, fiscal 2020 and fiscal
2019, and increases in salary were effective in April for fiscal 2021 for Messrs. Tritton and Masood. Messrs. Arnal, Hartmann and Hartsig did
not have salary increases in fiscal 2021. None of our NEOs had salary increases in fiscal 2020.
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 15 to the Company’s consolidated financial
statements in the Company’s Form 10-K for fiscal 2021. 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.
The value of stock awards consists of (i) PSU and RSU awards granted in fiscal 2021 to Messrs. Tritton, Arnal, Hartmann, Hartsig and
Masood, (ii) PSU and RSU awards granted in fiscal 2020 to Messrs. Tritton, Arnal, Hartmann and Hartsig and (iii) 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.
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 2021, then the fair value of such PSU awards would be $10,528,298, $2,649,156, $4,785,599, $2,392,774
and $1,943,207 for Messrs. Tritton, Arnal, Hartmann, Hartsig and Masood, respectively. 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
and $762,874 for Messrs. Tritton, Arnal, Hartmann and Hartsig, respectively. The performance metrics for Mr. Tritton’s PSU awards
granted in fiscal 2019 did 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.
For fiscal 2020, the People, Culture and 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 People, Culture and 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 People, Culture and Compensation Committee’s
2022 proxy statement
61
EXECUTIVE COMPENSATION
(5)
(6)
(7)
(8)
(9)
certification of performance results, NEOs earned an actual bonus payout for fiscal 2020 of 150% achievement. For fiscal 2021 the People,
Culture and Compensation Committee set performance objectives of adjusted EBITDA and comparable sales growth under the STIP.
Based on the People, Culture and Compensation Committee’s certification of performance results, no bonus was paid under the STIP for
fiscal 2021.
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 2021, the All Other Compensation column, includes (i) car allowance of $47,489,
which includes $40,566 for an amount not paid in prior periods due to an administrative error, (ii) company match of 401K contributions, and
(iii) a payment for financial planning benefits. In fiscal 2021, total dividend income of $138,275 was paid to Mr. Tritton. The amount reflected
for Mr. Arnal in fiscal 2021 includes (i) car allowance of $27,094, and (ii) a payment for financial planning benefits. The amount reflected for
Mr. Hartmann in fiscal 2021 includes (i) payment for his relocation assistance benefits of $275,884, (ii) $219,419 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 $42,653, and (iv) company match of 401K contributions. The amount reflected for Mr. Hartsig in fiscal 2021 includes
(i) payment for his relocation assistance benefits of $86,888, (ii) $69,105 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 $26,489, (iv) company
match of 401K contributions, (v) a payment for financial planning benefits, and (vi) a dividend payment intended to vest in FY 2022 that was
inadvertently paid in FY 2021 due to an administrative error discovered after such payment vested and would otherwise have been payable
to Mr. Hartsig. The amount reflected for Mr. Masood in fiscal 2021 includes (i) payment for his relocation assistance benefits of $121,146,
(ii) $113,240 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 $26,721, (iv) company match of 401K contributions, and (v) a payment for
financial planning benefits.
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 was paid in fiscal 2021. Additionally, in accordance with his employment 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 People, Culture and 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.
Mr. Arnal commenced employment as Executive Vice President, Chief Financial Officer 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 was paid in fiscal 2021.
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 was paid in fiscal 2021. In accordance with his
employment 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.
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 was paid in fiscal 2021. In accordance
with his employment 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 2021 and 2020, Mr. Hartsig received $70,000 and $210,000, respectively, related to this retention bonus and
is reflected in the Bonus column. In addition, in fiscal 2020, Mr. Hartsig was entitled to a sign-on cash award of $50,000, which is also
reflected in the Bonus column.
(10) Mr. Masood has been Executive Vice President, Chief Customer Officer since November 2021 and joined the Company as Executive Vice
President, Chief Digital Officer in May 2020.
62
EXECUTIVE COMPENSATION
grants of plan based awards
grants of non-equity incentive plan awards, restricted stock units and
performance stock units for fiscal 2021
The following table sets forth information with respect to RSUs and PSUs awarded during fiscal 2021 to each of the NEOs
under the 2012 Plan.
Name
Mark J. Tritton
Gustavo Arnal
John Hartmann
Joseph Hartsig
Rafeh Masood
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
Estimated Future Payouts Under
Equity Incentive Plan Awards
Grant
Date
Threshold(1)
($)
Target(1)
($)
Maximum(1)
($)
Threshold(2)
(#)
Target(2)
(#)
Maximum(2)
(#)
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
Grant
Date Fair
Value of
Stock and
Option
Awards(3)(4)
($)
5/10/2021(1)
5/10/2021(5)
5/10/2021(6)
5/10/2021(7)
5/10/2021(1)
5/10/2021(5)
5/10/2021(6)
5/10/2021(7)
5/10/2021(1)
5/10/2021(5)
5/10/2021(6)
5/10/2021(7)
5/10/2021(1)
5/10/2021(5)
5/10/2021(6)
5/10/2021(7)
5/10/2021(1)
5/10/2021(5)
5/10/2021(6)
5/10/2021(7)
11/10/2021(8)
11/10/2021(9)
11/10/2021(10)
538,125 2,152,500 4,305,000
—
—
—
— $
—
45,283 90,566
181,132
22,642 90,566
181,132
$2,315,320
$2,948,829
120,754 $3,087,076
164,688
658,750 1,317,500
—
—
—
— $
—
11,395 22,789
5,697 22,788
45,578
45,576
$ 582,601
$ 741,977
30,385 $ 776,793
312,500 1,250,000 2,500,000
—
—
—
— $
—
20,584 41,167
10,292 41,166
82,334
82,332
$1,052,434
$1,340,365
54,888 $1,403,212
140,000
560,000 1,120,000
—
—
—
— $
—
10,292 20,583
5,146 20,583
41,166
41,166
$ 526,204
$ 670,182
27,444 $ 701,606
118,973
475,893
951,786
—
—
—
— $
—
6,690 13,379
3,345 13,379
26,758
26,758
$ 342,034
$ 435,620
2,129
1,065
4,257
4,257
8,514
8,514
17,839 $ 456,054
$
92,930
$ 101,019
5,676 $ 123,907
(1)
(2)
(3)
(4)
(5)
(6)
Represents the threshold, target and maximum amount of the fiscal 2021 non-equity incentive plan award granted to Messrs. Tritton,
Arnal, Hartmann, Hartsig and Masood for fiscal 2021 pursuant to the STIP. Mr. Masood’s amounts have been prorated. See footnote (4) to
the Summary Compensation Table in this Proxy Statement.
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.
No option awards were granted to the NEOs in fiscal 2021.
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.
Represents an award of PSUs granted to the NEOs on May 10, 2021, under the Company’s 2012 Plan. Vesting of these PSUs granted to the
NEOs depends on (i) the achievement of the Company’s Gross Margin Percentage, and, if the Gross Margin Percentage is achieved, (ii) the
NEO’s continuous employment by the Company from the grant date until the third anniversary of the grant date. The awards are capped
at 200% of target achievement, with a floor of zero. PSUs are converted into shares of common stock upon payment following vesting.
Represents an award of PSUs granted to the NEOs on May 10, 2021, 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
compared with the Company’s peer group as determined by the People, Culture and Compensation Committee of the Company’s Board
2022 proxy statement
63
EXECUTIVE COMPENSATION
of Directors, and, if the Total Shareholder Return goal is achieved, (ii) the NEOs’ continuous employment by the Company from the grant
date until the third anniversary of the grant date. The awards are capped at 200% of target achievement, with a floor of zero. PSUs are
converted into shares of common stock upon payment following vesting.
(7)
(8)
(9)
(10)
Represents an award of RSUs granted to the NEOs on May 10, 2021, under the Company’s 2012 Plan. The RSUs will vest in three equal annual
installments beginning one year from the date of grant, provided that the NEO remains continuously employed by the Company from the
grant date until the vesting date.
Represents an award of PSUs granted to Mr. Masood on November 10, 2021, under the Company’s 2012 Plan. Vesting of these PSUs
granted to Mr. Masood depends on (i) the achievement of the Company’s Gross Margin Percentage, and, if the Gross Margin Percentage is
achieved, (ii) Mr. Masood’s continuous employment by the Company from the grant date until the third anniversary of the grant date. The
award is capped at 200% of target achievement, with a floor of zero. PSUs are converted into shares of common stock upon payment
following vesting.
Represents an award of PSUs granted to Ms. Masood on November 10, 2021, under the Company’s 2012 Plan. Vesting of these PSUs
granted to Mr. Masood depends on (i) the Company’s achievement of a three-year performance goal based on the Company’s Total
Shareholder Return compared with the Company’s peer group as determined by the People, Culture and Compensation Committee of the
Company’s Board of Directors, and, if the Total Shareholder Return goal is achieved, (ii) Mr. Masood’s continuous employment by the
Company from the grant date until the third anniversary of the grant date. The award is capped at 200% of target achievement, with a floor
of zero. PSUs are converted into shares of common stock upon payment following vesting.
Represents an award of RSUs granted to Mr. Masood on November 10, 2021, under the Company’s 2012 Plan. The RSUs will vest in three
equal annual installments beginning one year from the date of grant, provided that the NEO remains continuously employed by the
Company from the grant date until the 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 RSUs and unvested
PSUs as of February 26, 2022, the last day of fiscal 2021.
Name
Mark J. Tritton
Gustavo Arnal
John Hartmann
Joseph Hartsig
Rafeh Masood
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)
($)
1,008,243(2)
367,413(3)
831,727(4)
300,837(5)
155,911(6)
$16,303,289
$ 5,941,068
$13,449,026
$ 4,864,534
$ 2,521,081
Market value is based on the closing price of the Company’s common stock of $16.17 per share on February 25, 2022, the last trading day
in fiscal 2021.
The amounts reflected for Mr. Tritton include (i) 120,754 RSUs that will vest as follows: (x) 40,252 RSUs vested on May 10, 2022 and (y) 40,251
RSUs that will vest on each of May 10, 2023 and 2024, 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; (ii) 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; (iii) 211,907 PSUs that will vest on June 8, 2023, subject to the terms,
conditions and restrictions of the award agreement governing the grant; and (iv) 181,132 PSUs that will vest on May 10, 2024, subject to the
terms, conditions and restrictions of the award agreement governing the grant. See footnote (4) to the Grants of Plan Based Awards table
in this Proxy Statement. Unvested PSU awards are valued at target achievement.
The amounts reflected for Mr. Arnal include (i) 95,941 RSUs that will vest as follows: (x) 47,970 RSUs vested on May 4, 2022 and
(y) 47,971 RSUs that will vest on May 4, 2023, subject to the terms, conditions and restrictions of the award agreement governing the grant;
(ii) 30,385 RSUs that will vest as follows: (x) 10,129 RSUs vested on May 10, 2022 and (y) 10,128 RSUs will vest on each of May 10, 2023 and
2024, subject to the terms, conditions and restrictions of the award agreement governing the grant; (iii) 136,857 RSUs will vest on June 8,
2023, subject to the terms, conditions and restrictions of the award agreement governing the grant; (iv) 58,653 PSUs will vest on June 8,
2023, subject to the terms, conditions and restrictions of the award agreement governing the grant; (iv); and (v) 45,577 PSUs will vest on
May 10, 2024, subject to the terms, conditions and restrictions of the award agreement governing the grant. See footnote (4) to the Grants
of Plan Based Awards table in this Proxy Statement. Unvested PSU awards are valued at target achievement.
The amounts reflected for Mr. Hartmann include (i) 54,888 RSUs that will vest as follows: 18,296 RSUs vested on May 10, 2022, and 18,296
RSUs will vest on each May 10, 2023, and May 10, 2024, subject to the terms, conditions and restrictions of the award agreement governing
the grant; (ii) 341,327 RSUs that will vest as follows: (x) 170,663 RSUs vested on May 18, 2022 and (y) 170,664 RSUs will vest on May 18, 2023,
subject to the terms, conditions and restrictions of the award agreement governing the grant; (iii) 247,225 RSUs that will vest on June 8,
2023, subject to the terms, conditions and restrictions of the award agreement governing the grant; (iv) 105,954 PSU awards that will vest
on June 8, 2023, subject to the terms, conditions and restrictions of the award agreement governing the grant; and (v) 82,333 PSU awards
that will vest on May 10, 2024, subject to the terms, conditions and restrictions of the award agreement governing the grant. See footnote
(4) to the Grants of Plan Based Awards table in this Proxy Statement. Unvested PSU awards are valued at target achievement.
(1)
(2)
(3)
(4)
64
EXECUTIVE COMPENSATION
(5)
(6)
The amounts reflected for Mr. Hartsig include (i) 55,637 RSUs that will vest as follows: (x) 27,818 RSUs vested on March 4, 2022 and (y) 27,819
RSUs will vest on March 4, 2023, subject to the terms, conditions and restrictions of the award agreement governing the grant; (ii) 27,444
RSUs that will vest as follows: 9,148 RSUs vested on May 10, 2022, and 9,148 RSUs will vest on each of May 10, 2023, and May 10, 2024,
subject to the terms, conditions and restrictions of the award agreement governing the grant; (iii) 123,613 RSUs that will vest on June 8,
2023, subject to the terms, conditions and restrictions of the award agreement governing the grant; (iv) 52,977 PSU awards that will vest
on June 8, 2023, subject to the terms, conditions and restrictions of the award agreement governing the grant; and (v) 41,166 PSU awards
that will vest on May 10, 2024, subject to the terms, conditions and restrictions of the award agreement governing the grant. See footnote
(4) to the Grants of Plan Based Awards table in this Proxy Statement. Unvested PSU awards are valued at target achievement.
The amounts reflected for Mr. Masood include (i) 17,839 RSUs that will vest as follows: (x) 5,947 RSUs vested on May 10, 2022 and
(y) 5,946 RSUs will vest on each of May 10, 2023 and 2024, subject to the terms, conditions and restrictions of the award agreement
governing the grant; (ii) 5,676 RSUs that will vest as follows: 1,892 RSUs will vest on each of November 10, 2022, 2023, and 2024, subject to
the terms, conditions and restrictions of the award agreement governing the grant; (iii) 67,987 RSUs that will vest on June 8, 2023, subject
to the terms, conditions and restrictions of the award agreement governing the grant; (iv) 29,137 PSU awards that will vest on June 08,
2023, subject to the terms, conditions and restrictions of the award agreement governing the grant; (v) 26,758 PSU awards that will vest on
May 10, 2024, subject to the terms, conditions and restrictions of the award agreement governing the grant; and (vi) 8,514 PSU awards that
will vest on November 10, 2024, subject to the terms, conditions and restrictions of the award agreement governing the grant. See
footnote (4) and (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 2021
The following table includes certain information with respect to the exercise of options and vesting of stock awards by
NEOs during fiscal 2021.
Name
Mark J. Tritton(1)
Gustavo Arnal(2)
John Hartmann(3)
Joseph Hartsig(4)
Rafeh Masood(5)
Stock Awards
Number of Shares
Acquired on
Vesting
(#)
Value Realized on
Vesting
($)
406,692
47,971
170,664
27,819
89,720
$9,367,916
$1,181,526
$4,295,613
$ 797,432
$2,190,962
(1)
(2)
(3)
(4)
(5)
Mr. Tritton acquired 406,692 shares in total on March 31, 2021 and November 4, 2021, upon the vesting of previously granted PSUs and
RSUs.
Mr. Arnal acquired 47,971 shares in total on May 4, 2021, upon the vesting of previously granted RSUs.
Mr. Hartmann acquired 170,664 shares in total on May 18, 2021, upon the vesting of previously granted RSUs.
Mr. Hartsig acquired 27,819 shares in total on March 4, 2021, upon the vesting of previously granted RSUs.
Mr. Masood acquired 89,720 shares in total on May 11, 2021, upon the vesting of previously granted RSUs.
2022 proxy statement
65
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
Mr. Masood’s extends 12 months after termination. 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.
On April 20, 2022, as part of the Company’s annual review process that began in 2021, the People, Culture and
Compensation Committee of the Company’s Board of Directors approved the adoption of an Executive Change in
Control Severance Plan (the ‘‘Change in Control Plan’’). This plan, similar to those of benchmarked peers, provides for
enhanced cash severance to be paid to members of the Company’s executive leadership team and specific other
employees as a result of certain events that would trigger a change in control of the Company, as defined in the Change in
Control Plan, and based on a tier system. Mr. Tritton, as CEO, is a Tier I Executive and all other NEOs are Tier II Executives.
Upon the occurrence of a termination of an NEO by us without Cause or by an NEO for Good Reason at any time three (3)
months prior to a Change in Control or two (2) years following a Change in Control, such NEO would be entitled to the
following:
• a cash severance payment equal to (a) two times (2x) in the case of a Tier I Executive, or (b) one and a half times (1.5x) in
the case of Tier II Executives, the sum of the executive’s annual base salary and the executive’s target bonus, both as in
effect immediately prior to the Change in Control;
• a prorated portion of the executive’s annual bonus for the period in which the termination date occurs, at target level of
performance and paid at such time as other executives receive their bonuses;
• any equity or long-term compensation grant or award outstanding in accordance with the terms of the applicable
compensation plan and award agreement;
• any Accrued Obligations; and
• continuation of an executive’s (and eligible dependents) health benefit coverage for (a) up to twenty-four (24) months
for a Tier I Executive, or (b) up to eighteen (18) months for a Tier II Executive.
The table below lists the estimated amount of compensation payable to each of Messrs. Tritton. Hartmann, Arnal, Hartsig
and Masood in each termination situation using an assumed termination date and an assumed change in control date of
February 26, 2022, the last day of fiscal 2021 and a price per share of common stock of $16.17 (the ‘‘Per Share Closing
Price’’), the closing per share price as of February 25, 2022, the last trading day of fiscal 2021. The salary and annual bonus
otherwise payable to each NEO through February 26, 2022 are included in the Summary Compensation Table.
66
EXECUTIVE COMPENSATION
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 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
2022 proxy statement
67
EXECUTIVE COMPENSATION
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.
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, Hartsig and Masood, 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
(ii) commission of fraud, theft, embezzlement, self-dealing,
commission of an act involving moral turpitude;
68
EXECUTIVE COMPENSATION
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, Hartsig and Masood, 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
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.
2022 proxy statement
69
EXECUTIVE COMPENSATION
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.
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 Mr. Masood
The Board appointed Rafeh Masood Executive Vice President, Chief Digital Officer of the Company, and in connection
therewith, the Company entered into an employment agreement with Mr. Masood on April 22, 2020, which was later
amended to reflect his appointment to Executive Vice President, Chief Customer Officer on November 2, 2021
(collectively, the ‘‘Masood Employment Agreement’’). The Masood Employment Agreement provides that in the event of
a termination of Mr. Masood’s employment due to his death or disability:
• the Company will pay Mr. Masood (or his estate) any Accrued Obligations;
• the Masood 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 ‘‘Masood Sign-on RSU Award Acceleration’’);
70
EXECUTIVE COMPENSATION
• the Company will pay Mr. Masood (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. Masood (or his estate) any portion of the Masood Retention Bonus that has not been paid as
of the termination.
The Masood Employment Agreement provides that if the Company terminates Mr. Masood’s employment as a result of
non-renewal of the employment term or otherwise without ‘‘Cause,’’ or in the event Mr. Masood terminates for ‘‘Good
Reason,’’ then in addition to the Accrued Obligations and the Masood Sign-on RSU Award Acceleration, Mr. Masood will
receive: (i) cash severance pay equal to the sum of (x) Mr. Masood’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) any portion of the Masood Retention Bonus
that has not been paid as of the termination date, and (iv) up to 52 weeks of COBRA benefits at active employee rates.
Mr. Masood (or his estate or legal representative, in the event of Mr. Masood’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 Masood Employment Agreement.
In the event Mr. Masood’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 Masood 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.
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
NEO’s 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 NEO’s
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 NEO’s 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 NEO’s 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 NEO’s
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.
2022 proxy statement
71
EXECUTIVE COMPENSATION
Table and related footnotes follow:
Mark J. Tritton
Termination due to death or disability(5)
Termination without Cause or with Good Reason(6)
Change in Control + Termination(7)
Gustavo Arnal
Termination due to death or disability(5)
Termination without Cause or with Good Reason(6)
Change in Control + Termination(7)
John Hartmann
Termination due to death or disability(5)
Termination without Cause or with Good Reason(6)
Change in Control + Termination(7)
Joseph Hartsig
Termination due to death or disability(5)
Termination without Cause or with Good Reason(6)
Change in Control + Termination(7)
Rafeh Masood
Termination due to death or disability(5)
Termination without Cause or with Good Reason(6)
Change in Control + Termination(7)
Cash
Severance(1)
Pro Rata
Bonus(2)
PSU and RSU
Acceleration
COBRA
Continuation(3)
Total(4)
$
— $
— $16,303,289
$ — $16,303,289
$6,765,000 $
— $ 7,792,242
$31,984 $14,589,226
$6,765,000 $2,152,500 $16,303,289
$31,984 $25,252,773
$
— $
— $ 5,941,068
$ — $ 5,941,068
$1,433,750 $
— $ 4,632,414
$ — $ 6,066,164
$2,150,625 $ 658,750 $ 5,941,068
$ — $ 8,750,443
$
— $
— $13,449,026
$ — $13,449,026
$3,375,000 $
— $ 9,356,835
$25,949 $12,757,784
$3,375,000 $1,250,000 $13,449,026
$25,949 $18,099,975
$
— $
— $ 4,864,534
$ — $ 4,864,534
$1,260,000 $
— $ 2,823,176
$15,288 $ 4,098,464
$1,890,000 $ 560,000 $ 4,864,534
$22,933 $ 7,337,467
$
— $
— $ 2,521,081
$ — $ 2,521,081
$1,170,000 $
— $ 1,106,917
$17,300 $ 2,294,217
$1,755,000 $ 520,000 $ 2,521,081
$25,949 $ 4,822,030
If an NEO is terminated during the three (3) months preceding a Change in Control or two (2) years following, the severance would be paid
out in a lump sum within 60 days of the termination date. 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.
If an NEO is terminated during the three (3) months preceding a Change in Control or two (2) years following, the pro rata share of the NEO’s
bonus, at target level, would be paid at such time as other executives receive their bonuses.
Represents the employer portion of COBRA continuation coverage at active employee rates. Upon a termination without Cause or for
Good Reason, (i) Mr. Tritton would be entitled to 24 months of benefits continuation, (ii) Mr. Hartmann would be entitled to 18 months of
benefits continuation, and (iii) Messrs. Hartsig and Masood would be entitled to 12 months of benefit continuation. Upon a termination
without Cause or for Good Reason during the three (3) months preceding a Change in Control of two (2) years following, (i) Mr. Tritton would
be entitled to 24 months of benefits continuation, (ii) Messrs. Hartmann, Hartsig and Masood would be entitled to 18 months of benefits
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 2021, 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 2021.
Assumes for Messrs. Tritton, Arnal, Hartmann, Hartsig, and Masood that no Cutback applies.
In the event of termination by reason of death or disability, outstanding 2020 and 2021 RSU awards will vest in full. In the event of disability,
the outstanding 2020 and 2021 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 outstanding 2020 and 2021 PSU awards will vest in full based on target performance.
Upon a termination without Cause or for Good Reason, (i) Mr. Tritton would become entitled to a severance payment equal to two times the
sum of his base salary and his target fiscal 2021 annual bonus, (ii) Mr. Hartmann would be entitled to a severance payment equal to one and
one-half times the sum of base salary and target fiscal 2021 annual bonus, and (iii) Messrs. Arnal, Hartsig and Masood would become entitled
to a severance payment equal to one time the sum of base salary and target fiscal 2021 annual bonus. With respect to equity compensation,
the 2020 and 2021 outstanding RSU awards will vest pro-rata and the 2020 and 2021 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.
All of the above severance payments are subject to the execution and non-revocation of a release of claims.
Upon a termination without Cause or for Good Reason during the three (3) months preceding a Change in Control of two (2) years following,
(i) Mr. Tritton would become entitled to a severance payment equal to two times the sum of his base salary and his target annual bonus and
a pro rata share of his annual bonus, at target level, for the performance period in which the termination occurs and (ii) Messrs. Arnal,
Hartmann, Hartsig and Masood would become entitled to a severance payment equal to one and one half times the sum of their base salary
(1)
(2)
(3)
(4)
(5)
(6)
(7)
72
EXECUTIVE COMPENSATION
and target annual bonus and a pro rata share of their annual bonus, at target level, for the performance period in which the termination
occurs. With respect to equity compensation, 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 the remaining NEOs, the 2020 and 2021 RSU awards will vest in full, while the
2020 and 2021 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. All of the above severance payments are subject to the execution and non-revocation of a
release of claims.
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 associate, using certain permitted methodologies.
The median associate at the Company, not counting the CEO, was determined by:
• using our total associate population (whether employed on a full-time, part-time, seasonal or temporary basis), which
as of February 26, 2022, the Company’s fiscal year end, includes approximately 32,000 associates (of which more than
62% were part-time and more than 90% were hourly), comprised of approximately 30,000 US associates and
approximately 2,000 non-US associates; and
• using payroll records as of February 26, 2022, the Company’s fiscal year end.
The median associate 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 26, 2022 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 associate is a part-time hourly associate working in a Bed Bath & Beyond store
receiving a total annual compensation for fiscal 2021 of $18,652. The identification of the median associate 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 2021 as reported in the Summary Compensation Table was
$9,775,622. The ratio of the annual total compensation of the Company’s CEO to that of the median associate is
estimated to be 524:1. 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 People, Culture and
Compensation Committee with the analysis of the CEO to median associate pay ratio and accompanying contextual
narrative, for its information when setting executive pay decisions.
2022 proxy statement
73
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 16, 2022 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 16, 2022 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 79,886,442 shares of our common stock
outstanding at May 16, 2022. 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
BlackRock, Inc.
FMR LLC
The Vanguard Group
RC Ventures LLC
Mark J. Tritton
Gustavo Arnal
John Hartmann
Joseph Hartsig
Rafeh Masood
Marjorie L. Bowen
Harriet Edelman
John E. Fleming
Sue E. Gove
Jeffrey A. Kirwan
Shelly Lombard
Benjamin L. Rosenzweig
Virginia P. Ruesterholz
Joshua E. Schechter
Minesh Shah
Andrea M. Weiss
Mary A. Winston
Ann Yerger
All Directors and Executive Officers as a
Group (22 persons)
Position
President and Chief Executive Officer and
Director
Executive Vice President, Chief Financial
Officer
Executive Vice President, Chief Operating
Officer and President, buybuy BABY, Inc.
Executive Vice President, Chief Merchandising
Officer and President, Harmon Stores, Inc.
Executive Vice President, Chief Customer
Officer
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Number of Shares
of Common Stock
Beneficially Owned and
Percent of Class
20.7%
17.3%
13.4%
11.8%
16,527,076(1)
13,801,041(2)
10,719,381(3)
9,450,100(4)
414,883(5)
105,325(6)
239,409(7)
40,667(8)
65,799(9)
—
63,789
51,587
55,587
33,455
—
—
32,347
35,087
—
25,096
107,434
37,424
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
1,373,527
1.7%
*
Less than 1% of the outstanding common stock of the Company.
74
EXECUTIVE COMPENSATION
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Information regarding BlackRock, Inc. was obtained from a Schedule 13G filed with the SEC on February 7, 2022 by BlackRock, Inc. The
Schedule 13G states that BlackRock, Inc. has sole voting power of 16,185,182 shares of common stock and sole dispositive power of
16,527,076 shares of common stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
Information regarding FMR LLC was obtained from a Schedule 13G filed with the SEC on February 9, 2022 by FMR LLC. The Schedule 13G
states that FMR LLC has sole voting power of 1,505,668 shares of common stock and sole dispositive power of 13,801,041 shares of
common stock. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.
Information regarding The Vanguard Group was obtained from a Schedule 13G filed with the SEC on February 9, 2022 by The Vanguard
Group. The Schedule 13G states that The Vanguard Group has shared voting power of 111,109 shares of common stock, sole dispositive
power of 10,526,689 shares of common stock and shared dispositive power of 192,692 shares of common stock. The address of The
Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
Information regarding RC Ventures LLC was obtained from a Schedule 13D filed with the SEC on March 24, 2022 by RC Ventures LLC. The
Schedule 13D states that RC Ventures LLC has sole voting power of 9,450,100 shares of common stock and sole dispositive power of
9,450,100 shares of common stock. The address of RC Ventures LLC is P.O. Box 25250, PMB 30427, Miami, Florida 33102-5250.
The shares reported as being owned by Mr. Tritton are owned by him individually.
The shares reported as being owned by Mr. Arnal are owned by him individually.
The shares reported as being owned by Mr. Hartmann include 170,663 RSUs that will vest within 60 days of the reporting date.
The shares reported as being owned by Mr. Hartsig are owned by him individually.
The shares reported as being owned by Mr. Masood are owned by him individually.
2022 proxy statement
75
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 year we have elected to take advantage of the SEC’s rule that allows us to furnish proxy materials to you online. We
believe electronic delivery will expedite shareholders’ receipt of materials, while lowering costs and reducing the
environmental impact of our 2022 Annual Meeting by reducing printing and mailing of full sets of materials. We mailed the
Notice of Internet Availability of Proxy Materials (‘‘Notice’’) containing instructions on how to access our proxy statement
and annual report online on or about June 1, 2022. If you would like to receive a paper copy of the proxy materials, the
Notice contains instructions on how to receive a paper copy.
The information regarding stock ownership and other matters in this Proxy Statement is as of the record date, May 16,
2022, unless otherwise indicated.
What may I vote on?
You may vote on the following proposals:
• election of eleven directors to hold office until the Annual Meeting in 2023 or until their respective successors have
been elected and qualified (Proposal 1);
• ratification of the appointment of KPMG LLP as independent auditors for fiscal 2022 (Proposal 2); and
• the approval, by non-binding vote, of the 2021 compensation paid to the Company’s NEOs (commonly known as a
‘‘say-on-pay’’ proposal) (Proposal 3).
THE BOARD RECOMMENDS THAT YOU VOTE:
• FOR the election of the eleven 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 16, 2022 are entitled to receive
this notice and to vote their shares at the Annual Meeting. As of that date, there were 79,886,442 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?
This year’s Annual Meeting will be held virtually. We have scheduled the Annual Meeting to be held online at
www.virtualshareholdermeeting.com/BBBY2022 on Thursday, July 14, 2022 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/BBBY2022. 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.
76
OTHER MATTERS
Who is entitled to attend the Annual Meeting?
All of our shareholders of record as of the close of business on the record date, or their duly appointed proxy holders, may
attend the Annual Meeting online at www.virtualshareholdermeeting.com/BBBY2022. If you are not a shareholder of
record but hold shares through a broker, bank or other nominee, you should contact your broker, bank, or other nominee
as soon as possible, so that you can be provided with a control number and gain access to the meeting.
How do I attend the Annual Meeting and submit
questions or make comments?
If you are a registered holder of the Company’s common stock, you do not need to register in advance to attend the Annual
Meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/BBBY2022, you must enter the
control number found on your proxy card. If you hold your shares in street name, contact your broker, bank, or other
nominee as soon as possible, so that you can be provided with a control number and gain access to the meeting.
Shareholders may vote electronically and submit questions online while attending the Annual Meeting.
If you wish to submit a question or make a comment during the Annual Meeting, you may log into the virtual meeting at
www.virtualshareholdermeeting.com/BBBY2022 and type a question into the ‘‘Ask a Question’’ field and click ‘‘Submit.’’
This year, shareholders may also submit questions in advance of the meeting by visiting www.proxyvote.com and
selecting the ‘‘Submit Questions’’ option. Please have your control number available as you will need it when accessing
www.proxyvote.com. Questions that are substantially similar may be grouped and answered to avoid repetition.
Questions or comments pertinent to meeting matters will be addressed during the Annual Meeting, subject to time
constraints. Questions or comments that relate to proposals that are not properly before the Annual Meeting, relate to
matters that are not proper subject for action by shareholders, are irrelevant to the Company’s business, relate to
material non-public information of the Company, relate to personal concerns or grievances, are derogatory to individuals
or that are otherwise in bad taste, are in substance repetitious of a question or comment made by another shareholder, or
are not otherwise suitable for the conduct of the Annual Meeting as determined in the sole discretion of the Company, will
not be answered.
What if I have trouble accessing the Annual Meeting?
Technical support will be available by phone to address any technical difficulties beginning 15 minutes before the start time
of the Annual Meeting and will remain available until the meeting has ended. The phone numbers for contacting technical
support will be posted on the log-in page for the virtual meeting at www.virtualshareholdermeeting.com/BBBY2022.
How do I vote?
The Company encourages you to use the electronic means available to you to vote your shares. How you vote will depend
on how you hold your shares of Bed Bath & Beyond Inc. common stock.
2022 proxy statement
77
OTHER MATTERS
Shareholder of Record
If your shares are registered directly in your name with Bed Bath & Beyond Inc.’s transfer agent, American Stock Transfer &
Trust Company, you are considered the shareholder of record with respect to those shares, and the Notice is being sent
directly to you. If you hold restricted stock under the 2012 Plan, you are also considered the shareholder of record with
respect to those shares. As the shareholder of record, you have the right to vote by proxy through any of the below
methods.
1
4
7
#
2
5
8
0
3
6
9
*
Vote by Internet
www.proxyvote.com
Vote by Phone
1-800-690-6903
Vote by Mail
if you received a paper copy
of the proxy materials
Vote Processing,
c/o Broadridge, 51 Mercedes
Way, Edgewood, NY 11717
Voting by any of these methods will not affect your right to attend the Annual Meeting and vote online at
www.virtualshareholdermeeting.com/BBBY2022. However, for those who will not be voting at the Annual Meeting, your
proxy must be received by no later than 11:59 P.M. Eastern Daylight Time on July 13, 2022.
Beneficial Owner
Most shareholders of Bed Bath & Beyond Inc. hold their shares through a stockbroker, bank or other nominee, rather than
directly in their own name. If you hold your shares in one of these ways, you are considered the beneficial owner of shares
held in street name, and these proxy materials are being forwarded to you by your broker or nominee who is considered,
with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker on
how to vote. Your broker or nominee has enclosed a voting instruction form for you to use in directing the broker or
nominee on how to vote your shares. If you hold your shares through a New York Stock Exchange member brokerage firm,
such member brokerage firm has the discretion to vote shares held on your behalf with respect to the appointment of the
Company’s auditors, but not with respect to any other proposal, as more fully described under ‘‘What is a broker
‘non-vote’?’’
Can I change my vote?
Yes. If you are the shareholder of record, you may revoke your proxy before it is exercised by doing any of the following:
• sending a letter to the Company stating that your proxy is revoked;
• delivering a later-dated proxy to the Company (either in writing, by telephone or over the internet); or
• attending the Annual Meeting virtually and voting by ballot.
Beneficial owners should contact their broker or nominee for instructions on changing their vote.
How many votes must be present to hold the
Annual Meeting?
A ‘‘quorum’’ is necessary to hold the Annual Meeting. A quorum is a majority of the votes entitled to be cast by the
shareholders entitled to vote at the Annual Meeting. They may be present at the Annual Meeting or represented by proxy.
Abstentions and broker ‘‘non-votes’’ are counted as present and entitled to vote for purposes of determining a quorum
but are not counted for purposes of determining any of the proposals to be voted on.
78
OTHER MATTERS
How many votes are needed to approve the proposals?
At the Annual Meeting, a ‘‘FOR’’ vote by a majority of votes cast is required to (i) elect each nominee for director
(Proposal 1), (ii) ratify the selection of KPMG LLP as the Company’s independent auditors for fiscal 2022 (Proposal 2) and
(iii) approve, by non-binding vote, the say-on-pay proposal (Proposal 3).
A ‘‘FOR’’ vote by a ‘‘majority of votes cast’’ means that the number of shares voted ‘‘FOR’’ exceeds the number of votes
‘‘AGAINST.’’ Abstentions and broker non-votes shall not constitute votes ‘‘FOR’’ or votes ‘‘AGAINST.’’
With respect to Proposal 1, the election of directors, if a nominee who is an incumbent director fails to receive a ‘‘FOR’’
vote by a majority of votes cast, then such nominee must immediately tender his or her resignation, and the Board will
decide, through a process managed by the Nominating and Corporate Governance Committee (excluding from the
process such nominee), whether to accept the resignation. In the event of such a situation, the Board intends to complete
this process promptly after the Annual Meeting but no later than 90 days from the date of the certification of the election
results. The Company will file a Form 8-K to disclose its decision and an explanation of such decision.
What is an abstention?
An abstention is a properly signed proxy card which is marked ‘‘abstain.’’
What is a broker ‘‘non-vote’’?
A broker ‘‘non-vote’’ occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power for that particular item and has not received instructions
from the beneficial owner. Under current applicable rules, Proposal 2 is a ‘‘discretionary’’ item upon which brokers that hold
shares as nominee may vote on behalf of the beneficial owners if such beneficial owners have not furnished voting
instructions by the tenth day before the Annual Meeting.
However, brokers that hold shares as nominee may not vote on behalf of the beneficial owners on the following proposals
unless you provide voting instructions: Proposal 1, the election of directors; and Proposal 3, the say-on-pay proposal.
Therefore, if your shares are held by such nominee, please instruct your broker regarding how to vote your shares on each
of these proposals. This will ensure that your shares are counted with respect to each of these proposals.
What if I receive more than one proxy card and/or
voting instruction card?
This means that you have multiple accounts holding shares of the Company. These may include: accounts with our
transfer agent; shares held by the administrator of our employee stock purchase plan; and accounts with a broker, bank or
other holder of record. In order to vote all of the shares held by you in multiple accounts, you will need to vote the shares
held in each account separately. Please follow the voting instructions provided on each proxy card to ensure that all of your
shares are voted.
Will any other matters be acted on at the
Annual Meeting?
If any other matters are properly presented at the Annual Meeting or any adjournment, the persons named in the proxy will
have discretion to vote on those matters. As of March 19, 2022, which is the date by which any proposal for consideration
at the Annual Meeting submitted by a shareholder must have been received by the Company to be presented at the Annual
Meeting, and as of the date of this Proxy Statement, the Company did not know of any other matters to be presented at
the Annual Meeting.
2022 proxy statement
79
OTHER MATTERS
Who pays for this proxy solicitation?
The Company will pay the expenses of soliciting proxies. In addition to solicitation by mail, proxies may be solicited in
person or by telephone or other means by directors or associates of the Company. None of those directors or associates
will receive special compensation for such services. We have retained Innisfree M&A Incorporated to assist in proxy
solicitation for the Annual Meeting at an estimated cost of $20,000 plus expenses. The Company will also reimburse
brokerage firms and other nominees, custodians and fiduciaries for costs incurred by them in mailing proxy materials to
the beneficial owners of shares held of record by such persons.
Whom should I contact with other questions?
If you have additional questions about this Proxy Statement or the Annual Meeting or would like additional copies of this
document or our 2021 Annual Report on Form 10-K, please contact: Bed Bath & Beyond Inc., 650 Liberty Avenue, Union,
NJ 07083, Attention: Investor Relations Dept., Email: ir@bedbath.com. These documents are also available in the
Investor Relations section of the Company’s website at www.bedbathandbeyond.com.
householding
Unless we have received contrary instructions, we are mailing one copy of the proxy materials (other than the proxy card)
to record holders who have the same address and last name. Such record holders will continue to receive separate proxy
cards. We refer to this practice as householding.
If you are a record holder who participates in householding and wish to receive separate copies of the proxy materials for
the 2022 Annual Meeting or future Annual Meetings, then please contact the Company’s Investor Relations Department
at 650 Liberty Avenue, Union, New Jersey 07083, or by emailing ir@bedbath.com. We will promptly deliver separate copies
of the proxy materials for the 2022 Annual Meeting upon receiving your request.
If you are a record holder who is eligible for householding and do not currently participate in the program but would like to,
then please contact Investor Relations at the address or phone number indicated above.
If you are a beneficial owner, then please contact your stockbroker, bank or other holder of record to receive one or
separate copies of the proxy materials.
next year’s annual meeting
Proposals that shareholders intend to be eligible for inclusion in the Company’s proxy materials for the 2023 Annual
Meeting of Shareholders pursuant to the SEC’s proxy rules (i.e., Rule 14a-8) must be received by the Company no later
than February 1, 2023.
Any shareholder intending to include a director nominee in the Company’s proxy materials for the 2022 Annual Meeting of
Shareholders pursuant to Article II, Section 11 of the Company’s Amended and Restated Bylaws (i.e. proxy access) should
carefully review the requirements for using proxy access, as described in such Section. The Company must receive a
shareholder’s nomination, with all required information, between the close of business on January 2, 2023 and the close of
business on February 1, 2023.
Under the Company’s Amended and Restated Bylaws, any proposal for consideration at the 2023 Annual Meeting of
Shareholders submitted by a shareholder other than pursuant to the two methods described above will be considered timely
only if it is received by the Company between the close of business on March 16, 2023 and the close of business on April 15,
2023, and is otherwise in compliance with the requirements set forth in the Company’s Amended and Restated Bylaws. If the
date of the 2023 Annual Meeting of Shareholders is more than 30 days before or more than 60 days after the anniversary date
of the 2022 Annual Meeting of Shareholders, notice must be received no earlier than the close of business on the 120th day
prior to the 2023 Annual Meeting of Shareholders and not later than the close of business on the 90th day prior to the 2023
Annual Meeting of Shareholders, or if the first public announcement of the date of the 2023 Annual Meeting of Shareholders
is less than 100 days prior to the date of the 2023 Annual Meeting of Shareholders, the 10th day following the date on which
notice of the date of the meeting is given to shareholders or made public, whichever occurs first.
80
Any information required to be received by the Company, as described above, should be sent to the Company’s Corporate
Secretary at 650 Liberty Avenue, Union, New Jersey 07083, Attn: c/o Corporate Secretary.
OTHER MATTERS
cautionary note regarding forward-looking
statements
This proxy statement and related materials contain forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, including, but not limited to, our progress and anticipated progress towards our long-term
objectives, as well as more generally the status of our future liquidity and financial condition and our outlook for our 2022
Fiscal year. Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate,
approximate, estimate, assume, continue, model, project, plan, goal, preliminary, and similar words and phrases, although
the absence of those words does not necessarily mean that statements are not forward-looking. Our actual results and
future financial condition may differ materially from those expressed in any such forward-looking statements as a result of
many factors. Such factors include, without limitation: general economic conditions including the recent supply chain
disruptions, labor shortages, wage pressures, rising inflation and the ongoing military conflict between Russia and Ukraine; a
challenging overall macroeconomic environment and a highly competitive retailing environment; risks associated with the
ongoing COVID-19 pandemic and the governmental responses to it, including its impacts across our businesses on demand
and operations, as well as on the operations of our suppliers and other business partners, and the effectiveness of our and
governmental actions taken in response to these risks; changing consumer preferences, spending habits and
demographics; demographics and other macroeconomic factors that may impact the level of spending for the types of
merchandise sold by us; challenges in executing our omni-channel and transformation strategy, including our ability to
establish and profitably maintain the appropriate mix of digital and physical presence in the markets we serve; our ability to
successfully execute our store fleet optimization strategies, including our ability to achieve anticipated cost savings and to
not exceed anticipated costs; our ability to execute on any additional strategic transactions and realize the benefits of any
acquisitions, partnerships, investments or divestitures; disruptions to our information technology systems, including but
not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes
or cybersecurity attacks; damage to our reputation in any aspect of our operations; the cost of labor, merchandise, logistical
costs and other costs and expenses; potential supply chain disruption due to trade restrictions or otherwise, and other
factors such as natural disasters, pandemics, including the COVID-19 pandemic, political instability, labor disturbances,
product recalls, financial or operational instability of suppliers or carriers, and other items; inflation and the related increases
in costs of materials, labor and other costs; inefficient management of relationships and dependencies on third-party service
providers; our ability to attract and retain qualified employees in all areas of the organization; unusual weather patterns and
natural disasters, including the impact of climate change; uncertainty and disruptions in financial markets; volatility in the
price of our common stock and its effect, and the effect of other factors, including the COVID-19 pandemic, on our capital
allocation strategy; changes to statutory, regulatory and other legal requirements or deemed noncompliance with such
requirements; changes to accounting rules, regulations and tax laws, or new interpretations of existing accounting
standards or tax laws; new, or developments in existing, litigation, claims or assessments; and a failure of our business
partners to adhere to appropriate laws, regulations or standards. . A further description of these and other risks and
uncertainties can be found in the Company’s Annual Report on Form 10-K for the year ended February 26, 2022 and the
Company’s other filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date on which they are made. Except as required by law, we do not undertake any obligation to
update our forward-looking statements.
2022 proxy statement
81
appendix A
non-GAAP financial measures
The Company reports its financial results in accordance with GAAP. The Company also reports certain non-GAAP
financial measures that it believes provide management, analysts, investors and other users of the Company’s financial
information with meaningful supplemental information regarding the performance of the Company’s business. These
non-GAAP financial measures include, but are not limited to, adjusted earnings before interest, income taxes,
depreciation and amortization (‘‘EBITDA’’). The Company also uses certain non-GAAP financial measures in its short term
annual incentive compensation program (‘‘STIP’’). These non-GAAP financial measures should not be considered superior
to, but rather in addition to other financial measures prepared by the Company in accordance with GAAP. The Company’s
method of determining these non-GAAP financial measures may be different from other companies’ methods and,
therefore, may not be comparable to those used by other companies and the Company does not recommend the sole use
of these non-GAAP measures to assess its financial and earnings performance.
NON-GAAP RECONCILIATION
RECONCILIATION OF NET (LOSS) INCOME TO EBITDA AND ADJUSTED EBITDA
(IN MILLIONS)
(UNAUDITED)
Net (loss) income
Depreciation and amortization
Gain on extinguishment of debt
Interest expense
(Benefit) provision for income taxes
Reported
$(560)
294
—
65
87
Twelve Months Ended February 26, 2022
Excluding
(Gain) loss
on
sale of
businesses
(Gain) loss
on
sale of
property
Restructuring
and
transformation
expenses
Impairment
Charges
Gain on
extinguishment
of debt
Total
income
tax
impact
Total
impact Adjusted
$18
$ (1)
—
—
—
—
—
—
—
—
$281
(39)
—
—
—
$37
—
—
—
—
$— $ 127 $ 462
$ (98)
— (39)
255
—
—
—
—
—
—
—
— (127)
(127)
—
65
(40)
EBITDA
$(114)
$18
$ (1)
$242
$37
$— $ — $ 296
$182
82
2021 annual report
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
Bed Bath & Beyond Inc. and subsidiaries (the ‘‘Company’’, ‘‘we’’, ‘‘our’’, ‘‘us’’, or ‘‘ourselves’’) is an omni-channel retailer
that makes it easy for our customers to feel at home. We sell a wide assortment of merchandise in the Home, Baby, Beauty
& Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY (‘‘BABY’’), and Harmon, Harmon Face
Values, or Face Values (collectively, ‘‘Harmon’’). We also operate Decorist, an online interior design platform that provides
personalized home design services. In addition, we are a partner in a joint venture, which operates retail stores in Mexico
under the name Bed Bath & Beyond.
We account for our operations as one North American Retail reporting segment. For Fiscal 2020 and 2019, we accounted
for our operations as two operating segments: North American Retail and Institutional Sales, the latter of which did not
meet the quantitative thresholds under GAAP and, therefore, was not a reportable segment, and which was divested in
October 2020.
We are driving a digital-first, omni-always growth strategy and optimizing our digital and physical store channels to
provide our customers with a seamless omni-channel shopping experience. Digital purchases, including web and mobile,
can be shipped to a customer from our distribution facilities, directly from vendors, or from a store. Store purchases are
primarily fulfilled from that store's inventory or may also be shipped to a customer from one of our distribution facilities,
from a vendor, or from another store. Customers can also choose to pick up orders using our BOPIS and contactless
Curbside Pickup services, as well as return online purchases to a store. Customers can also make purchases through one
of our customer contact centers and in-store through The Beyond Store, our proprietary web-based platform. These
capabilities allow us to better serve our customers across various channels.
Across our banners, we carry a wide variety of domestics and home furnishings merchandise. Domestics merchandise
includes categories such as bed linens and related items, bath items and kitchen textiles. Home furnishings include
categories such as kitchen and tabletop items, fine tabletop, basic housewares, general home furnishings (including
furniture and wall décor), consumables and certain juvenile products.
Business Transformation and Restructuring
Since 2019, we have undertaken significant changes to transform our business and adapt to the dynamic retail
environment and the evolving needs of our customers in order to position ourselves for long-term success. As part of
these changes, our management team, led by President and Chief Executive Officer (CEO) Mark Tritton, has been focused
on driving an omni-always, customer-inspired strategy to re-establish our authority in the Home, Baby, Beauty & Wellness
markets. We have created a more focused portfolio through the divestiture of non-core assets and further strengthened
our financial flexibility through key actions such as corporate restructurings and operating expense control to re-set our
cost structure and support our ongoing business transformation.
We are implementing a growth strategy that will harness the power of data and insights to engage customers across our
four core banners (Bed Bath & Beyond, buybuy BABY, Harmon and Decorist) in an enterprise-wide plan to accelerate our
omni-channel transformation. Our strategy is underpinned by five key pillars of strategic focus and investment: product,
price, promise, place and people. Through this approach, we are becoming a digital-first, customer-focused omni-
channel retailer with a more curated, inspirational and differentiated product collection across categories, and creating a
more convenient and inspirational shopping experience.
84
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In March 2021, we announced our plan to introduce at least eight new Owned Brands during Fiscal 2021. During Fiscal 2021
the following Owned Brands were launched:
First Quarter
Nestwell™
Haven™
Simply Essential™
Second Quarter
Our Table™
Wild Sage™
Squared Away™
Third Quarter
Studio 3B™
H For Happy™
The assortment for these Owned Brands includes thousands of new products across our key destination categories of
Bed, Bath, Kitchen Food Prep, Home Organization and Indoor Decor. We also continue to redefine certain of our existing
Owned Brands, such as Bee & Willow™ and Marmalade™, including new brand imagery and packaging as well as refined
product assortment and presentation.
We will continue to build on this strong foundation as we execute our three-year growth strategy to further elevate the
shopping experience, modernize our operations and unlock strong and sustainable shareholder value.
As part of our business transformation plan, we are also pursuing a comprehensive cost restructuring program, to drive
improved financial performance. We expect to reinvest a portion of the expected cost savings into future growth
initiatives. Key components of the expected financial improvement include:
• Approximately $100 million in annual savings from our previously disclosed store fleet optimization program which
included the planned closure of approximately 200 mostly Bed Bath & Beyond stores. This program was largely
completed by February 26, 2022. During Fiscal 2021, we closed 63 stores (bringing the total store closures to
207 since the program's inception). We continue to believe that our physical store channel is an asset for our
transformation into a digital-first company, especially with new omni-fulfillment capabilities in BOPIS, Curbside
Pickup, Same Day Delivery and fulfill-from-store.
• Approximately $200 million in annual savings from product sourcing, through renegotiations with existing
vendors.
• Approximately $100 to $150 million in annual selling, general and administrative expense savings from continued
optimization of our corporate overhead cost structure and reductions in other discretionary expense. During the
second quarter of Fiscal 2020, we implemented a workforce reduction of approximately 2,800 roles from across
our corporate headquarters and retail stores, designed to further reduce layers at the corporate level, significantly
reposition field operations to better serve customers in a digital-first environment and realign our technology,
supply chain and merchandising teams to support our strategic growth initiatives.
• In the fourth quarter of Fiscal 2021, we announced that we are pursuing additional expense optimization measures
of approximately $100 million annualized that will explore areas such as additional store fleet optimization, fixed
costs and discretionary savings opportunities.
In connection with the above restructuring and transformation initiatives, during Fiscal 2021, we recorded total expense
of $281.2 million including $137.2 million in cost of sales, primarily associated with the transition of our product
assortment to Owned Brands and, to a lesser extent, to redefine certain existing Owned Brands, as well as $144.0 million
in restructuring and transformation initiative expenses for costs associated with our planned store closures as part of the
store fleet optimization program and other transformation initiatives. We also recorded impairment charges of
approximately $36.5 million, primarily related to store assets. At this point, we are unable to estimate the amount or range
of amounts expected to be incurred in connection with future restructuring and transformation initiatives, including
additional Owned Brand introductions and further store closures, and will provide such estimates as they become
available.
Additionally, as part of these efforts, we completed the divestitures of the following banners:
• In December 2020, we entered into a definitive agreement to sell Cost Plus World Market to Kingswood Capital
Management.
• In October 2020, we entered into definitive agreements to sell Christmas Tree Shops (‘‘CTS’’) to Handil Holdings
LLC.
2021 Annual Report
85
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
• In October 2020, we entered into a definitive agreement to sell Linen Holdings to The Linen Group, LLC, an affiliate
of Lion Equity Partners.
• In February 2020, we entered into a definitive agreement to sell PersonalizationMall.com (‘‘PMall’’) to 1-800-
FLOWERS.COM.
• During the first quarter of Fiscal 2020, we also sold One Kings Lane to a third party.
The net proceeds from these transactions have been reinvested in our core business operations to drive growth, fund
share repurchases and reduce our outstanding debt.
During Fiscal 2021, we recognized a charge of approximately $18.2 million in loss on sale of businesses in the consolidated
statement of operations, primarily associated with the Fiscal 2021 settlement of the CTS pension plan (see ‘‘Employee
Benefit Plans,’’ Note 11 to the accompanying consolidated financial statements) and certain working capital and other
adjustments related to the above divestitures. During Fiscal 2020, we recognized a loss of approximately $1.1 million on
the sale of businesses related to certain of the above divestitures.
Executive Summary
The following represents a summary of key financial results and related business developments for the periods indicated:
• Net sales for Fiscal 2021 were $7.868 billion, a decrease of approximately 14.8% as compared with Fiscal 2020.
• Excluding the impact of the business divestitures described above, which represented net sales of $1.290 billion
for Fiscal 2020, net sales for our four core banners for Fiscal 2021 decreased by approximately 1% compared with
Fiscal 2020.
• During Fiscal 2021, we continued to execute against key initiatives under our transformation program, including:
• Owned Brands. We launched eight new Owned Brands, under which there are thousands of new products
across our key Destination Categories of Bed, Bath, Kitchen Food Prep, Home Organization and Indoor
Decor.
First Quarter
Nestwell™
Haven™
Simply Essential™
Second Quarter
Our Table™
Wild Sage™
Squared Away™
Third Quarter
Studio 3B™
H For Happy™
• New York City Flagship Renovation. We completed the renovation of our Bed Bath & Beyond flagship store in
New York City, which reopened in July 2021 after undergoing a complete transformation since closing in
December 2020. The renovated flagship store is an expression of the new Bed Bath & Beyond, with a
significant focus on our five core destination categories of bed, bath, kitchen & dining, indoor décor and
organization.
○
Omni-Channel Capabilities. We continued our focus on being a digital-first, omni-always retailer:
• We announced separate partnerships with DoorDash and Uber to provide on-demand delivery of
essential homeware products and items from more than 700 Bed Bath & Beyond locations and nearly
120 BABY locations nationwide.
• In November 2021, we launched our new digital marketplace to build on our existing authority in key
Home & Baby categories, with an assortment of products from a highly curated selection of third-party
brand partners that will be integrated into our digital platform.
• In November 2021, we announced a strategic collaboration to directly offer Kroger customers an
extensive selection of the most sought-after goods for the Home & Baby products carried by the
Bed Bath & Beyond and buybuy BABY banners through Kroger.com as well as a small-scale physical store
pilot at select Kroger Family of Companies stores beginning in Fiscal 2022.
• Additional Product Initiatives. Our Bed Bath & Beyond banner launched the Home, Happier Team, the brand's
first-ever curated advisory panel of industry experts who will serve as ‘‘host and hostesses of the home,’’ providing
86
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ideas, innovative solutions and compelling content to help customers personalize their living spaces and make it
easy to feel at home. Our buybuy BABY banner introduced its ‘‘welcome to parenthood’’ program in-store and
online through educational resources, reimagined shopping experiences, a revised registry, new digital offerings
and a new marketing campaign to inspire customers to embrace every aspect of parenthood. Additionally, we
announced key partnerships with Casper Sleep Inc. (including a first branded shop-in shop in our New York City
flagship store), and with Safely™, an eco-friendly line of home care and cleaning products which made its retail
debut exclusively in Bed Bath & Beyond, buybuy BABY and Harmon stores nationwide.
• Supply Chain Transformation. In the second half of Fiscal 2021, we started operations at our first regional
distribution center, an approximately one million square foot facility in Frackville, Pennsylvania, and executed a
lease for our second regional distribution center in Jurupa Valley, California, which is expected to be operational by
late 2022. Ryder Systems, Inc. will operate these two regional distribution centers under a strategic partnership,
with the objective of reducing product replenishment times and improving the customer experience.
• Store Fleet Optimization. We continue to believe that our physical store channel is an asset for our transformation
into a digital-first company, especially with omni-fulfillment capabilities in BOPIS, Curbside Pickup, Same Day
Delivery and fulfill-from-store. During Fiscal 2021:
○ We commenced renovations on approximately 130 stores, of which approximately 80 were completed, to
bring the expression of the new Bed Bath & Beyond to our customers in many of our markets.
○ We largely completed the planned optimization of our store fleet through the closure of 63 mostly Bed Bath
& Beyond stores during Fiscal 2021, bringing total store closures for the overall program to 207 as of
February 26, 2022.
We plan to continue to actively manage our real estate portfolio to permit store sizes, layouts, locations and offerings
to evolve over time to optimize market profitability and to renovate, remodel or reposition stores within markets as
appropriate.
• In connection with these restructuring and transformation initiatives, during Fiscal 2021, we recorded total
expense of $281.2 million including $137.2 million in cost of sales and $144.0 million in restructuring and
transformation initiative expenses in the consolidated statement of operations, as well as $36.5 million of
impairments and $18.2 million of losses on sales of businesses.
• During Fiscal 2021, we announced plans to complete our $1 billion three-year repurchase plan by the end of Fiscal
2021, which was two years ahead of schedule. During Fiscal 2021, we repurchased approximately 27.7 million
shares of our common stock under the share repurchase plan approved by our Board of Directors, at a total cost of
approximately $574.9 million, which combined with the accelerated share repurchase programs entered into in
Fiscal 2020 totaling $375.0 million, resulted in the repurchase of $950.0 million shares under this plan as of
February 26, 2022. An additional approximately $40.0 million was repurchased in March of 2022.
• Net loss for Fiscal 2021 was $559.6 million, or $5.64 per diluted share, compared with net loss of $150.8 million, or
$1.24 per diluted share, for Fiscal 2020. Net loss for Fiscal 2021 included a net unfavorable impact of $4.66 per
diluted share associated with restructuring and other transformation initiatives, non-cash impairments, loss on
sale of business and loss on debt extinguishment, as well as the impact of recording a valuation allowance against
the Company’s U.S. federal and state deferred tax assets (see ‘‘Provision for Income Taxes,’’ Note 8 to the
accompanying consolidated financial statements). Net loss for Fiscal 2020 included a net unfavorable impact of
$0.23 per diluted share associated with the loss on sale of business, non-cash impairments and charges recorded
in connection with the restructuring program and transformation initiatives offset by a gain on extinguishment of
debt and decrease in the incremental inventory reserve for future markdowns recorded in Fiscal 2019, as well as
the associated tax effects.
Impact of the COVID-19 Pandemic
In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. That same month, as
a result of the COVID-19 pandemic, we began to temporarily close certain store locations that did not have a health and
personal care department, and as of March 23, 2020, all of our retail stores across the U.S. and Canada were temporarily
closed except for most stand-alone buybuy BABY and Harmon stores, subject to state and local regulations. In May 2020,
2021 Annual Report
87
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
we announced a phased approach to re-open our stores in compliance with relevant government directives, and as of the
end of July 2020, nearly all of our stores re-opened. During portions of Fiscal 2021, a limited number of stores in Canada
either closed temporarily or continued to operate under restrictions in compliance with local governmental orders. As of
February 26, 2022, all of our stores were operating without restriction subject to compliance with applicable mask and
vaccine requirements.
The COVID-19 pandemic materially adversely impacted our results of operations and cash flows for Fiscal 2021. We are
continuing to closely monitor the impact of the COVID-19 pandemic on our business, results of operations, and financial
results, as numerous significant uncertainties continue to surround the pandemic and its ultimate impact on us, including
but not limited to:
• the timing and extent of recovery in consumer traffic and spending;
• potential delays, interruptions and disruptions in our supply chain, including higher freight charges;
• labor shortages, wage pressures and competition for talent;
• the extent of dissemination and public acceptance of COVID-19 vaccines and their effectiveness against COVID-
19 and its evolving strains, some of which may be more transmissible or virulent than the initial strain;
• additional widespread resurgences in COVID-19 infections; and
• evolving safety protocols such as requirements for proof of vaccination or regular testing in certain of our
markets.
RESULTS OF OPERATIONS
The fiscal years discussed below were each comprised of 52 weeks.
Net Sales
(in millions)
Net sales
Fiscal Year Ended
Change from Prior Year
February 26,
2022
February 27,
2021
February 29,
2020
February 26, 2022
February 27, 2021
$7,867.8
$9,233.0
$11,158.6
$(1,365.2)
(14.8)% $(1,925.6)
(17.3)%
Sales from divested banners
—
1,290.1
2,151.1
(1,290.1)
(100.0)%
(861.0)
(40.0)%
Excluding the impact of the divestitures described above, which represented net sales of $1.290 billion for Fiscal 2020, net
sales for our four core banners for Fiscal 2021 decreased by approximately 1% compared with Fiscal 2020, as net sales
improvements in the first half of Fiscal 2021, including due to the impact of the COVID-19 pandemic in the first quarter of
2020, were offset by the impact of traffic declines and the supply chain disruptions in the second half of the year. Store
closures as part of our store fleet optimization program also contributed to the decline in sales from Fiscal 2020 to
Fiscal 2021.
The decrease in net sales for Fiscal 2020 was primarily due to the impact of the COVID-19 pandemic during the
first quarter of Fiscal 2020, as well as the impact of our transformation initiatives, primarily our store fleet optimization
program and the business divestitures described above (see Business Transformation and Restructuring).
During Fiscal 2021, Fiscal 2020 and Fiscal 2019, net sales consummated through digital channels represented
approximately 37%, 38% and 17%, respectively, of our sales. Sales consummated on a mobile device while physically in a
store location and BOPIS orders are recorded as customer facing digital channel sales. Customer orders taken in-store by
an associate through The Beyond Store, our proprietary, web-based platform, are recorded as in-store sales. Prior to
implementation of BOPIS and contactless Curbside Pickup services, customer orders reserved online and picked up in a
store were recorded as in-store sales. Sales originally consummated from customer facing digital channels and
subsequently returned in-store are recorded as a reduction of in-store sales.
88
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As a result of the extended closure of the majority of our stores in the first quarter and in June of Fiscal 2020 due to the
COVID-19 pandemic and our policy of excluding extended store closures from our comparable sales calculation, we
believe that comparable sales* was not a meaningful metric for the first quarter of Fiscal 2020 as well as for the month of
June in Fiscal 2020 and, therefore, are not a meaningful metric for Fiscal 2021 and Fiscal 2020.
*
Comparable sales normally include sales consummated through all retail channels that have been operating for
twelve full months following the opening period (typically six to eight weeks), excluding the impact of store fleet
optimization program. We are an omni-channel retailer with capabilities that allow a customer to use more than
one channel when making a purchase, including in-store, online, with a mobile device or through a customer
contact center, and have it fulfilled, in most cases, either through in-store customer pickup or by direct
shipment to the customer from one of our distribution facilities, stores or vendors.
Our comparable sales metric considers sales consummated through all retail channels – in-store, online, with a mobile
device or through a customer contact center. Our omni-channel environment allows our customers to use more than one
channel when making a purchase. We believe in an integrated and seamless customer experience. A few examples are: a
customer may be assisted by an in-store associate to create a wedding or baby registry, while the guests may ultimately
purchase a gift from our websites; or a customer may research a particular item, and read other customer reviews on our
websites before visiting a store to consummate the actual purchase; or a customer may buy an item online for in-store or
curbside pickup; or while in a store, a customer may make the purchase on a mobile device for in home delivery from either
a distribution facility, a store or directly from a vendor. In addition, we accept returns in-store without regard to the
channel
in which the purchase was consummated, therefore resulting in reducing store sales by sales originally
consummated through customer facing digital channels. As our retail operations are integrated and we cannot reasonably
track the channel in which the ultimate sale is initiated, we can however, provide directional information on where the sale
was consummated.
Sales of domestics merchandise accounted for approximately 37.4%, 34.7%, and 35.2%, of net sales in Fiscal 2021, 2020
and 2019, respectively. Sales of home furnishings accounted for approximately 62.6%, 65.3% and 64.8% of net sales,
respectively, for Fiscal 2021, 2020, and 2019.
Gross Profit
(in millions)
Gross profit
Fiscal Year Ended
Change from Prior Year
February 26,
2022
February 27,
2021
February 29,
2020
February 26, 2022
February 27, 2021
$2,483.5
$3,118.1
$3,541.7
$(634.6)
(20.4)% $(423.6)
(12.0)%
Gross profit percentage
31.6%
33.8%
31.7%
(2.2)% (6.5)%
2.1%
6.6%
Gross profit in Fiscal 2021 was negatively impacted by markdown activity associated with inventory being removed from
our assortment in connection with the launches of new Owned Brands and, to a lesser extent, the redefinition of certain
existing Owned Brands, as well as markdown activity associated with store closures as part of our store fleet optimization
program. Gross profit for Fiscal 2021 included the impact of charges of $137.2 million for these higher markdowns on
inventory sold, as well as an adjustment to reduce the cost of inventory on hand to be removed from the product
assortment as part of these initiatives to its estimated realizable value. In addition, higher freight expenses, both for
inbound product shipments and direct-to-customer fulfillment and in part due to industry wide, global supply chain
challenges, negatively impacted gross margin in Fiscal 2021 compared with Fiscal 2020, which offset the favorable impact
of a shift in product assortment toward new Owned Brands and a more normalized mix of digital sales.
The increase in the gross margin between Fiscal 2020 and Fiscal 2019 was primarily attributable to a shift in product mix
and the leverage of distribution and fulfillment costs, partially offset by the impact of channel mix, including higher
net-direct-to-customer shipping expense. In addition, our gross margin for Fiscal 2020 included the impact of a net
benefit of $20.2 million from the reduction of incremental markdown reserves taken in Fiscal 2019, partially offset by
restructuring and transformation initiatives.
2021 Annual Report
89
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Selling, General and Administrative Expenses
(in millions)
Selling, general and
administrative expenses
Fiscal Year Ended
Change from Prior Year
February 26,
2022
February 27,
2021
February 29,
2020
February 26, 2022
February 27, 2021
$2,692.3
$3,224.4
$3,732.5
$(532.1)
(16.5)% $(508.1)
(13.6)%
As a percentage of net sales
34.2%
34.9%
33.4%
(0.7)% (2.0)%
1.5%
4.5%
The decrease in SG&A expenses for Fiscal 2021 was primarily attributable to cost reductions resulting from our
transformation initiatives, including reductions in corporate overhead, divestitures of non-core assets and lower rent and
occupancy expenses as a result of our store fleet optimization program. The decrease in SG&A expenses as a percentage
of net sales for Fiscal 2021 was also largely due to the factors above, as well as the de-leveraging effect caused by sales
declines in Fiscal 2020 as a result of the COVID-19 pandemic.
For Fiscal 2020, the increase was primarily attributable to increases in fixed costs such as rent and occupancy and
depreciation, and consulting costs related to our strategic initiatives, partially offset by decreases in payroll and payroll-
related expenses and advertising.
In addition, during Fiscal 2021 and Fiscal 2020, we recorded credits of approximately $7.8 million and $33.3 million,
respectively, as an offset to SG&A expenses as a result of the employee retention credits made available under the
Coronavirus Aid, Relief, and Economic Security Act (the ‘‘CARES Act’’) for U.S. employees and under the Canada
Emergency Wage Subsidy for Canadian employees.
Goodwill and Other Impairments
Goodwill and other impairments were $36.5 million for Fiscal 2021, $127.3 million in Fiscal 2020 and $509.2 million in Fiscal
2019. For Fiscal 2021, impairment charges included $30.8 million related to certain store-level assets (including leasehold
improvements and operating lease assets) and tradename impairments of $5.7 million. For Fiscal 2020, impairment
charges included $92.9 million related to certain store-level assets (including leasehold improvements and operating lease
assets) and tradename impairments of $35.1 million. For Fiscal 2019, impairment charges included goodwill impairments
of $391.1 million (primarily as the result of a sustained decline in our market capitalization), tradename impairments of
$41.8 million, long-lived assets impairments of $75.1 million and other impairments of $1.2 million.
Restructuring and Transformation Initiative Expenses
During Fiscal 2021 and Fiscal 2020, we recorded charges of $144.0 million and $102.2 million, respectively, in connection
with our restructuring and transformation initiatives. In Fiscal 2021, these charges were primarily for costs associated
with the store fleet optimization program described above, including for the termination of facility leases, as well as
technology transformation and business strategy and operating model transformation programs across core functions,
including merchandising, supply chain and finance. In Fiscal 2020, these costs primarily related to severance costs
recorded in connection with our workforce reduction and store fleet optimization programs as well as other restructuring
activities (see ‘‘Restructuring and Transformation Activities,’’ Note 3 to the accompanying consolidated financial
statements).
Loss on Sale of Businesses
During Fiscal 2021, we recognized approximately $18.2 million in loss on sale of businesses in the consolidated statement
of operations, primarily related to a $13.5 million charge associated with the Fiscal 2021 settlement of the CTS pension
plan (see ‘‘Assets Held for Sale and Divestitures,’’ Note 16 to the accompanying consolidated financial statements), as well
as certain working capital and other adjustments related to the Fiscal 2020 divestitures. During Fiscal 2020, we recognized
a loss of approximately $1.1 million on the sale of businesses related to these divestitures discussed above (see Business
Transformation and Restructuring).
90
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Operating Loss
(in millions)
Operating Loss
February 26,
2022
February 27,
2021
February 29,
2020
February 26, 2022
February 27, 2021
$(407.6)
$(336.9)
$(700.1)
$(70.7)
21.0% $363.2
(51.9)%
Fiscal Year Ended
Change from Prior Year
As a percentage of net sales
(5.2)%
(3.6)%
(6.3)%
(1.6)% 44.4%
2.7% (42.9)%
Operating loss for Fiscal 2021 included the impact of pre-tax charges of $137.2 million included in gross profit primarily
associated with the transition of our product assortment to Owned Brands and, to a lesser extent, our store fleet
optimization program, as well as $144.0 million associated with restructuring and other transformation initiatives,
$36.5 million for non-cash impairments and $18.2 million for loss on sale of business (each as described above). The
change in operating loss as a percentage of net sales between Fiscal 2021 and 2020 was primarily due to the decline in
gross margin, as discussed above, as well as higher restructuring and transformation expenses in Fiscal 2021 compared to
Fiscal 2020.
The favorable change in operating loss as a percentage of net sales between Fiscal 2020 and Fiscal 2019 was primarily due
to an increase in the gross margin, lower goodwill and other impairments compared to the prior year period, partially
offset by increased SG&A expenses and restructuring and transformation initiative expenses as well as the impact of
reductions of net sales, which reflected the impact of the temporary nationwide closure of the majority of our stores due
to COVID-19, nearly all of which reopened as of July 2020, and of the divestitures discussed above (see Business
Transformation and Restructuring).
Interest Expense, net
Interest expense, net was $64.7 million, $76.9 million, and $64.8 million in Fiscal 2021, 2020, and 2019, respectively. The
decrease in Fiscal 2021 interest expense, net was primarily driven by decreased interest costs attributable to our revolving
credit facilities and the impact of the repurchase of a portion of our senior unsecured notes in Fiscal 2020. For Fiscal 2020,
the increase in interest expense, net was primarily driven by lower interest income on investments and increased interest
costs attributable to our revolving credit facilities, primarily relating to the ABL Facility entered into in Fiscal 2020, partially
offset by lower interest costs for our senior unsecured notes, primarily related to the repurchase of a portion of the senior
unsecured notes in August 2020. For Fiscal 2019, interest expense, net primarily related to interest on the senior
unsecured notes issued in July 2014.
(Loss) Gain on Extinguishment of Debt
During Fiscal 2021, we recorded a $0.4 million loss on the partial repayment of senior unsecured notes. During Fiscal 2020,
we recorded a $77 million gain on the repurchase of $75 million principal amount of 4.915% senior unsecured notes due
August 1, 2034 and $225 million principal of 5.165% senior unsecured notes due August 1, 2044 (see ‘‘Long Term Debt,’’
Note 7 to the accompanying consolidated financial statements).
Income Taxes
The effective tax rate was (18.4)% for Fiscal 2021, 55.2% for Fiscal 2020, and 19.7% for Fiscal 2019.
For Fiscal 2021, the effective tax rate reflects the recording of a valuation allowance against our U.S federal and state
deferred tax assets (discussed below), as well as a benefit resulting from an adjustment to the estimated net operating
loss incurred in Fiscal 2020 which was carried back, under the provisions of the CARES Act, to a year in which the tax rate
was 35%.
For Fiscal 2020, the effective tax rate reflected the carry back of the net operating loss to a year in which the tax rate was
35% under the CARES Act, and included the impact of the benefit of certain tax planning strategies the Company
deployed, in addition to the losses from the divestitures of CTS, Linen Holdings and Cost Plus, partially offset by the
2021 Annual Report
91
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
impact of impairment charges for tradename and certain store-level assets, the gain on the divestiture of PMall, a benefit
related to the carry back of the Fiscal 2019 net operating loss under the CARES Act, and other discrete tax items resulting
in net after tax benefits.
For Fiscal 2019, the effective tax rate reflected the impact of charges, portions of which are non-deductible for tax
purposes, for goodwill and other impairments, an incremental charge for markdowns, severance costs, shareholder
activity costs and a loss from a sale-leaseback transaction, including transaction costs.
In assessing the recoverability of our deferred tax assets, we evaluated the available objective positive and negative
evidence to estimate whether it is more likely than not that sufficient future taxable income will be generated to permit use
of existing deferred tax assets in each taxpaying jurisdiction. A valuation allowance is a non-cash charge, and does not limit
our ability to utilize our deferred tax assets, including our ability to utilize tax loss and credit carryforward amounts, against
future taxable income.
During Fiscal 2021, we concluded that, based on our evaluation of available objective positive and negative evidence, it is
no longer more likely than not that our net U.S. federal and state deferred tax assets are recoverable. In assessing the
realizability of deferred tax assets, the key assumptions used to determine positive and negative evidence included our
cumulative taxable loss for the past three years, current trends related to actual taxable earnings or losses, and expected
future reversals of existing taxable temporary differences, as well as timing and cost of our transformation initiatives and
their expected associated benefits. Accordingly, we recorded a charge of $181.5 million in the third quarter of Fiscal 2021
as a reserve against our net U.S. federal and state deferred tax assets. As of February 26, 2022, the total valuation
allowance relative to U.S. federal and state deferred tax assets was $224.3 million.
The amount of the deferred tax assets considered realizable, and the associated valuation allowance, could be adjusted in
a future period if estimates of future taxable income change or if objective negative evidence in the form of cumulative
losses is no longer present and additional weight is given to subjective evidence such as projections for future growth.
On March 27, 2020, the CARES Act was enacted in the United States, which provided for certain changes to tax laws which
impacted our results of operations, financial position and cash flows. We implemented certain provisions of the CARES
Act, such as deferring employer payroll taxes and utilizing the ability to carry back and deduct losses to offset prior income
in previously filed tax returns. As of February 27, 2021, the Company had deferred $3.1 million of employer payroll taxes,
which were deposited by December 2021. As of February 26, 2022 and February 27, 2021, under the CARES Act, we
recorded income tax benefits of $18.7 million and $152.0 million, respectively, as a result of the Fiscal 2020 and Fiscal 2019
net operating losses were carried back to prior years during which the federal tax rate was 35%.
For Fiscal 2021, 2020, and 2019, the effective tax rate included net benefit of approximately $6.0 million, net benefit of
approximately $2.1 million, and net expense of approximately $4.3 million, respectively, due to the recognition of discrete
federal and state tax items.
Potential volatility in the effective tax rate from year to year may occur as we are required each year to determine whether
new information changes our assessment of both the probability that a tax position will effectively be sustained and the
appropriateness of the amount of recognized benefit.
Net Loss
As a result of the factors described above, the net loss for Fiscal 2021, 2020, and 2019, was $559.6 million, $150.8 million,
and $613.8 million, respectively.
LIQUIDITY AND CAPITAL RESOURCES
We ended Fiscal 2021 in a solid cash and liquidity position, which we anticipate maintaining, to provide us the flexibility to
fund our ongoing initiatives and act upon other opportunities that may arise. As of February 26, 2022, we had
approximately $439.5 million in cash and cash equivalents, a decrease of approximately $913.5 million as compared with
February 27, 2021, which included $589.4 million for share repurchases. We believe that existing and internally generated
funds, as well as availability under our existing credit facilities, will be sufficient to continue to finance our operations for
the next twelve months. If necessary, we have the ability to borrow under our ABL Facility, which matures on
92
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
August 9, 2026. Our ability to borrow under the ABL Facility is subject to customary conditions, including no default, the
accuracy of representations and warranties and borrowing base availability. Borrowing base availability under the ABL
Facility is based upon a specified borrowing base consisting of a percentage of our eligible inventory and credit card
receivables as defined in the ABL Facility, net of applicable reserves (see ‘‘Long Term Debt,’’ Note 7 to the accompanying
consolidated financial statements). As of February 26, 2022, the Company had no loans outstanding and had outstanding
letters of credit of $96.4 million under the ABL Facility.
In Fiscal 2020, similar to other retailers, we withheld portions of and/or delayed payments to certain of our business
partners as we sought to renegotiate payment terms, in order to further maintain liquidity during the period of temporary
store closures. In some instances, the renegotiations of lease terms have led to agreements with landlords for rent
abatements or rental deferrals. Total payments withheld and/or delayed or deferred as of February 26, 2022 were
approximately $1.9 million and are included in current liabilities. During Fiscal 2021, we recognized reduced rent expense
of $2.7 million related to rent abatement concessions. Additional negotiations of payment terms are still in process, and
there can be no assurance that we will be able to successfully renegotiate payment terms with all such business partners,
and the ultimate outcome of these activities including the responses of certain business partners are not yet known. We
are also executing on our business transformation program, which includes the closure, as of February 26, 2022, of 207
mostly Bed Bath & Beyond stores under our store fleet optimization program and the introduction of new Owned Brand
products in a number of categories.
Our liquidity may continue to be negatively impacted by the uncertainty regarding the spread of COVID-19 and the timing
of economic recovery.
Capital Expenditures
Capital expenditures for Fiscal 2021 were $354.2 million, and for Fiscal 2022 are projected to be approximately
$390.0 million to $410.0 million. Our capital expenditures in Fiscal 2021 were related to digital and omni-channel
capabilities, store remodels and investments in technology across a number of areas including supply chain,
merchandising and finance.
We continue to review and prioritize our capital needs and remain committed to making the required investments in our
infrastructure to help position us for continued growth and success. Key areas of investment include: continuing to
improve the presentation and content as well as the functionality, general search and navigation across our customer
facing digital channels;
improving customer data integration and customer relations management capabilities;
continuing to enhance service offerings to our customers; continuing to strengthen and deepen our information
technology, analytics, marketing, e-commerce, merchandising and finance capabilities; and creating more flexible
fulfillment options designed to improve our delivery capabilities and lower our shipping costs. These and other
investments are expected to, among other things, provide a seamless and compelling customer experience across our
omni-channel retail platform.
Stock Repurchases
During Fiscal 2021, we repurchased approximately 28.3 million shares of our common stock, at a total cost of
approximately $589.4 million, which included approximately 27.7 million shares at a total cost of approximately
$574.9 million repurchased under our share repurchase programs as authorized by our Board of Directors, as well as
approximately 0.6 million shares, at a total cost of approximately $14.5 million to cover employee related taxes withheld
on vested restricted stock, restricted stock unit awards and performance stock unit awards.
During Fiscal 2021, we announced that we intended to complete our $1 billion three-year share repurchase plan two years
ahead of schedule. The repurchases made during Fiscal 2021 of $574.9 million, combined with the accelerated share
repurchase programs entered into in Fiscal 2020 totaling $375.0 million (discussed below), resulted in the repurchase of
$950.0 million under this plan as of February 26, 2022. An additional approximately $40.0 million was repurchased in March
of 2022.
In the first quarter of Fiscal 2020, the Company had postponed share repurchases, but lifted this postponement in
October 2020. In October 2020, the Company entered into an accelerated share repurchase agreement with JPMorgan
2021 Annual Report
93
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Chase Bank, National Association to repurchase $225.0 million of its common stock, subject to market conditions, which
settled in the fourth quarter of Fiscal 2020, resulting in the repurchase of a total of 10.8 million shares. In January 2021, the
Company entered into a second accelerated share repurchase agreement to repurchase an aggregate $150.0 million of its
common stock, subject to market conditions. This resulted in the repurchase of 5.0 million shares in the fourth quarter of
Fiscal 2020, and an additional 0.2 million shares received upon final settlement in the first quarter of Fiscal 2021. During
Fiscal 2020, the Company also repurchased approximately 0.6 million shares of its common stock, at a total cost of
approximately $5.1 million, to cover employee related taxes withheld on vested restricted stock, restricted stock unit
awards and performance stock unit awards.
Between December 2004 and April 2021, the Company’s Board of Directors authorized, through several share repurchase
programs, the repurchase of $12.950 billion of its shares of common stock. Since 2004 through the end of Fiscal 2021, the
Company has repurchased approximately $11.685 billion of its common stock through share repurchase programs. The
Company also acquires shares of its common stock to cover employee related taxes withheld on vested restricted stock,
restricted stock units and performance stock unit awards. Since the initial authorization in December 2004, the aggregate
total of common stock repurchased is approximately 262.2 million shares for a total cost of approximately $11.685 billion.
The Company had approximately $1.267 billion remaining of authorized share repurchases as of February 26, 2022.
Decisions regarding share repurchases are within the discretion of the Board of Directors, and are influenced by a number
of factors, including the price of our common stock, general business and economic conditions, our financial condition and
operating results, the emergence of alternative investment or acquisition opportunities, changes in business strategy
and other factors. Our share repurchase program could change, and could be influenced by several factors, including
business and market conditions, such as the impact of the COVID-19 pandemic on our business operations or stock price.
We review our alternatives with respect to our capital structure on an ongoing basis. Any future share repurchases will be
subject to the determination of the Board of Directors, based on an evaluation of our earnings, financial condition and
requirements, business conditions and other factors, including the restrictions on share repurchases under the ABL
Facility (see ‘‘Long Term Debt,’’ Note 7 to the accompanying consolidated financial statements).
Debt Repurchases
During Fiscal 2021 we purchased approximately $11.0 million aggregate principal amount of our outstanding 3.749%
senior unsecured notes due August 1, 2024. During Fiscal 2020, we purchased approximately $300.0 million aggregate
principal amount of our outstanding 4.915% Senior Notes due 2034 and 5.165% Senior Notes due 2044.
Cash flow from operating activities
Net cash provided by operating activities for Fiscal 2021 was $17.9 million, compared with net cash provided by operating
activities of $268.1 million in Fiscal 2020. The year-over-year change in operating cash flow was primarily due to higher net
loss, adjusted for non-cash expenses, which included the impact of higher restructuring and transformation expenses in
Fiscal 2021, as well as investments in inventory, including as a result of changing the timing of purchasing in response to
the potential impact of global supply chain disruptions on timing of inventory receipts and availability of product in our
stores and on our websites, and lower accounts payable, due primarily to timing of payments for merchandise, and
accrued liabilities, including lower incentive compensation accruals. There were partially offset by a decrease in other
current assets primarily due to the receipt of income tax refunds in Fiscal 2021. For Fiscal 2020, the decrease in cash
provided by operating activities was primarily due to the net decrease in cash provided by components of working capital
(primarily merchandise inventories and other current assets, partially offset by accounts payable). This decrease was
partially offset by a decrease in net loss, adjusted for non-cash expenses.
inventory, which includes inventory in our distribution facilities for direct to customer shipments, was
Retail
approximately $1.725 billion at February 26, 2022, an increase of 3.2% compared with retail
inventory at
February 27, 2021. We continue to focus on our inventory optimization strategies while also responding to the potential
impact of global supply chain disruptions on product availability. Retail inventory at February 27, 2021 decreased
approximately 18.0% compared to retail inventory at February 29, 2020, which was primarily related to the Fiscal 2020
divestitures.
94
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cash flow from investing activities
Net cash used in investing activities for Fiscal 2021 was $349.2 million, compared with net cash provided by investing
activities of $737.9 million in Fiscal 2020. For Fiscal 2021, net cash used in investing activities included $354.2 million of
capital expenditures. For Fiscal 2020, net cash provided by investing activities was comprised of $386.5 million of
redemptions of investment securities and $534.5 million in proceeds from the sale of PMall, CTS and Linen Holdings
businesses, partially offset by $183.1 million of capital expenditures.
Cash flow from financing activities
Net cash used in financing activities for Fiscal 2021 was $606.0 million, compared with net cash used in financing activities
of $632.3 million in Fiscal 2020. Net cash used in financing activities in Fiscal 2021 was primarily comprised of repurchases
of common stock of $589.4 million, of which $574.9 million was related to our share repurchase program, repayments of
long-term debt of $11.4 million and payments of deferred financing costs of $3.4 million. Net cash used in financing
activities in Fiscal 2020 was comprised of net repayments of long-term debt of $221.4 million, a $47.6 million prepayment
under an accelerated share repurchase agreement with JPMorgan Chase Bank, National Association entered into in
October 2020, repurchases of our common stock of $332.5 million, payments of deferred financing costs of $7.7 million
and dividend payments of $23.1 million.
Contractual Obligations
Our contractual obligations as of February 26, 2022 consist mainly of (i) principal and interest related to our senior
unsecured notes (see ‘‘Long Term Debt,’’ Note 7 to the Consolidated Financial Statements), (ii) leases for stores, offices,
distribution facilities and equipment (see ‘‘Leases,’’ Note 10 to the Consolidated Financial Statements) and (iii) purchase
obligations, primarily under purchase orders issued for merchandise and for certain capital expenditures. Total capital
expenditures for Fiscal 2021 were $354.2 million, and for Fiscal 2022 are projected to be approximately $390.0 million to
$410.0 million.
Approximately $284.4 million in principal amount of our senior unsecured notes are due August 1, 2024, with the
remaining principal balances due August 1, 2034 and August 1, 2044. Our lease obligations include both operating and
finance leases, and have various terms extending through 2041, with approximately $451.9 million in minimum lease
payments due in Fiscal 2022, and declining amounts due each year thereafter.
These obligations are considered as part of our overall capital allocation and liquidity management processes referred to
above.
SEASONALITY
Our business is subject to seasonal influences. Generally, our sales volumes are higher in the calendar months of August,
November, and December, and lower in February.
INFLATION
In Fiscal 2021, we experienced inflationary pressures in various parts of our business, including, but not limited to, product
cost pressure as well as increased freight and shipping costs across our supply chain. We continue to monitor the impact
of inflation on the costs of materials, labor, and other costs required to manage our business in order to minimize its
effects through pricing strategies, productivity improvements and cost reductions. There can be no assurance, however,
that our operating results will not be affected by inflation in the future.
2021 Annual Report
95
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles
requires us to establish accounting policies and to make estimates and judgments that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on
historical experience and on other assumptions that we believe to be relevant under the circumstances, the results of
which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent
from other sources. In particular, judgment is used in areas such as inventory valuation, impairment of long-lived assets,
goodwill and other indefinite lived intangible assets, accruals for self-insurance and income and certain other taxes. Actual
results could differ from these estimates.
Inventory Valuation: Merchandise inventories are stated at the lower of cost or market. Inventory costs are primarily
calculated using the weighted average retail inventory method.
Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are calculated by
applying a cost-to-retail ratio to the retail values of inventories. The inputs associated with determining the cost-to-retail
ratio include: merchandise purchases, net of returns to vendors, discounts and volume and incentive rebates; inbound
freight expenses; import charges, including duties, insurance and commissions.
The retail inventory method contains certain management judgments that may affect inventory valuation. At any one
time, inventories include items that have been written down to our best estimate of their realizable value. Judgment is
required in estimating realizable value and factors considered are the age of merchandise, anticipated demand based on
factors such as customer preferences and fashion trends and anticipated changes in product assortment (including
related to the launch of our Owned Brands), as well as anticipated markdowns to reduce the price of merchandise from its
recorded retail price to a retail price at which it is expected to be sold in the future. These estimates are based on historical
experience and current information about future events which are inherently uncertain. Actual realizable value could differ
materially from this estimate based upon future customer demand or economic conditions, including the duration and
severity of the COVID-19 pandemic.
We estimate our reserve for shrinkage throughout the year based on historical shrinkage and any current trends, if
applicable. Actual shrinkage is recorded at year end based upon the results of our physical inventory counts for locations
at which counts were conducted. For locations where physical inventory counts were not conducted in the fiscal year, an
estimated shrink reserve is recorded based on historical shrinkage and any current trends, if applicable. Historically, our
shrinkage has not been volatile.
We accrue for merchandise in transit once we take legal ownership and title to the merchandise; as such, an estimate for
merchandise in transit is included in our merchandise inventories.
Impairment of Long-Lived Assets: We review long-lived assets for impairment when events or changes in circumstances
indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and
used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows
expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an
impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the
assets. Judgment is required in estimating the fair value of the assets including assumptions related to sales growth rates
and market rental rates. These estimates are based on historical experience and current information about future events
which are inherently uncertain.
In Fiscal 2021, 2020, and 2019, we recorded $30.8 million, $92.9 million, and $75.1 million, respectively, of non-cash
pre-tax impairment charges within goodwill and other impairments in the consolidated statement of operations for
certain store-level assets, including leasehold improvements and operating lease assets. Of the stores impaired during
Fiscal 2021, partial impairments were recorded at 50 stores resulting in a remaining net book value of long-lived assets at
risk of $46.4 million as of February 26, 2022, inclusive of leasehold improvements and right-of-use assets. We will continue
to monitor these stores closely. If actual results differ from the estimated undiscounted future cash flows or the
estimated price market participants would be willing to pay to sublease store operating leases and acquire remaining
store assets, which among other factors, may be impacted by the duration and severity of the COVID-19 pandemic, we
may be exposed to additional impairment losses that may be material. If events or market conditions affect the estimated
96
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
fair value to the extent that a long-lived asset is impaired, we will adjust the carrying value of these long-lived assets in the
period in which the impairment occurs.
Other Indefinite Lived Intangible Assets: We review other intangibles that have indefinite lives for impairment annually as of
the end of the fiscal year or when events or changes in circumstances indicate the carrying value of these assets might
exceed their current fair values. Impairment testing is based upon the best information available, including estimates of
fair value which incorporate assumptions marketplace participants would use in making their estimates of fair value.
Significant assumptions and estimates are required, including, but not limited to, projecting future cash flows,
determining appropriate discount rates, margins, growth rates, and other assumptions, to estimate the fair value of
indefinite lived intangible assets. Although we believe that the assumptions and estimates made are reasonable and
appropriate, different assumptions and estimates could materially impact our reported financial results.
Other indefinite lived intangible assets were recorded as a result of acquisitions and primarily consist of tradenames. We
value our tradenames using a relief-from-royalty approach, which assumes the value of the tradename is the discounted
cash flows of the amount that would be paid by a hypothetical market participant had they not owned the tradename and
instead licensed the tradename from another company. For Fiscal 2021, 2020, and 2019, for certain tradenames within
other indefinite lived intangible assets, we completed a quantitative impairment analysis by comparing the fair value of the
tradenames to their carrying value and recognized non-cash pre-tax tradename impairment charges of $5.7 million,
$35.1 million, and $41.8 million, respectively, within goodwill and other impairments in the consolidated statement of
operations. For the remaining other indefinite lived intangible assets, we assessed qualitative factors as of
February 26, 2022 in order to determine whether any events and circumstances existed which indicated that it was more
likely than not that the fair value of these other indefinite lived assets did not exceed their carrying values and concluded no
such events or circumstances existed which would require an impairment test be performed. As of February 26, 2022, we
have $16.3 million of remaining other indefinite lived intangible assets. If actual results differ from the estimated future
cash flows, which, among other factors, may be impacted by the duration and severity of the COVID-19 pandemic, we may
be exposed to additional impairment losses that may be material. In the future, if events or market conditions affect the
estimated fair value to the extent that an asset is impaired, we will adjust the carrying value of these assets in the period in
which the impairment occurs.
Self-Insurance: We utilize a combination of third-party insurance and self-insurance for a number of risks including
workers’ compensation, general liability, cyber liability, property liability, automobile liability and employee related health
care benefits (a portion of which is paid by our employees). Liabilities associated with the risks that we retain are not
discounted and are estimated by considering historical claims experience, demographic factors, severity factors and
other actuarial assumptions. Although our claims experience has not displayed substantial volatility in the past, actual
experience could materially vary from our historical experience in the future. Factors that affect these estimates include
but are not limited to: inflation, the number and severity of claims and regulatory changes. In the future, if we conclude an
adjustment to self-insurance accruals is required, the liability will be adjusted accordingly.
Beginning in the fourth quarter of Fiscal 2020, we began insuring portions of our workers' compensation and medical
insurance through a wholly owned captive insurance subsidiary (the ‘‘Captive’’) to enhance our risk financing strategies.
The Captive is subject to regulations in Vermont, including those relating to its levels of liquidity. The Captive was in
compliance with all regulations as of February 26, 2022.
Taxes: The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities
are recognized for the future tax consequences attributable to the differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in
which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date.
In assessing the recoverability of our deferred tax assets, we evaluate the available objective positive and negative
evidence to estimate whether it is more likely than not that sufficient future taxable income will be generated to permit use
of existing deferred tax assets in each taxpaying jurisdiction. For any deferred tax asset in excess of the amount for which
it is more likely than not that we will realize a benefit, we establish a valuation allowance. A valuation allowance is a
non-cash charge, and does not limit our ability to utilize our deferred tax assets, including our ability to utilize tax loss and
credit carryforward amounts, against future taxable income.
2021 Annual Report
97
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
During Fiscal 2021, we concluded that, based on our evaluation of available objective positive and negative evidence, it is
no longer more likely than not that our net U.S. federal and state deferred tax assets are recoverable. In assessing the
realizability of deferred tax assets, the key assumptions used to determine positive and negative evidence included our
cumulative book loss for the past three years, current trends related to actual taxable earnings or losses, and expected
future reversals of existing taxable temporary differences, as well as timing and cost of our transformation initiatives and
their expected associated benefits. Accordingly, we recorded a charge of $181.5 million in the third quarter of Fiscal 2021
as a reserve against our net U.S. federal and state deferred tax assets. As of February 26, 2022, the total valuation
allowance relative to U.S. federal and state deferred tax assets was $224.3 million.
The amount of the deferred tax assets considered realizable, and the associated valuation allowance, could be adjusted in
a future period if estimates of future taxable income change or if objective negative evidence in the form of cumulative
losses is no longer present and additional weight is given to subjective evidence such as projections for future growth.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Act.
The Tax Act included a mandatory one-time tax on accumulated earnings of foreign subsidiaries, and as a result, all
previously unremitted earnings for which no U.S. deferred tax liability had been previously accrued has now been subject
to U.S. tax. Notwithstanding the U.S. taxation of these amounts, the Company intends to continue to reinvest the
unremitted earnings of its Canadian subsidiary. Accordingly, no additional provision has been made for U.S. or additional
non-U.S. taxes with respect to these earnings, except for the transition tax resulting from the Tax Act. In the event of
repatriation to the U.S., it is expected that such earnings would be subject to non-U.S. withholding taxes offset, in whole or
in part, by U.S. foreign tax credits.
The Company recognizes the tax benefit from an uncertain tax position only if it is at least more likely than not that the tax
position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax
benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a
greater than fifty percent likelihood of being realized upon settlement with the taxing authorities.
Potential volatility in the effective tax rate from year to year may occur as the Company is required each year to determine
whether new information changes the assessment of both the probability that a tax position will effectively be sustained
and the appropriateness of the amount of recognized benefit.
The Company also accrues for certain other taxes as required by its operations.
Judgment is required in determining the provision for income and other taxes and related accruals, and deferred tax
assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax
outcome is uncertain. Additionally, the Company's various tax returns are subject to audit by various tax authorities.
Although the Company believes that its estimates are reasonable, actual results could differ from these estimates.
98
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Our exposure to market risk for changes in interest rates relates primarily to our investment securities and the ABL Facility. As
of February 26, 2022, our investments include cash and cash equivalents of approximately $439.5 million, restricted cash of
$31.4 million, and long term investments in auction rate securities of approximately $19.2 million, at weighted average interest
rates of 0.01% and 0.30%, respectively. The book value of these investments is representative of their fair values.
Our senior unsecured notes have fixed interest rates and are not subject to interest rate risk. As of February 26, 2022, the
fair value of the senior unsecured notes was $956.0 million, which is based on quoted prices in active markets for identical
instruments compared to the carrying value of approximately $1.184 billion.
FORWARD-LOOKING STATEMENTS
This Annual Report and Management’s Discussion and Analysis of Financial Condition and Results of Operations contain
forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934 including, but not
limited to, our progress and anticipated progress towards our long-term objectives, as well as more generally the status of
our future liquidity and financial condition and our outlook for our 2022 Fiscal year. Many of these forward-looking
statements can be identified by use of words such as may, will, expect, anticipate, approximate, estimate, assume,
continue, model, project, plan, goal, preliminary, and similar words and phrases, although the absence of those words does
not necessarily mean that statements are not forward-looking. Our actual results and future financial condition may differ
materially from those expressed in any such forward-looking statements as a result of many factors. Such factors include,
without limitation: general economic conditions including the recent supply chain disruptions, labor shortages, wage
pressures, rising inflation and the ongoing military conflict between Russia and Ukraine; a challenging overall
macroeconomic environment and a highly competitive retailing environment; risks associated with the ongoing COVID-
19 pandemic and the governmental responses to it, including its impacts across our businesses on demand and
operations, as well as on the operations of our suppliers and other business partners, and the effectiveness of our and
governmental actions taken in response to these risks; changing consumer preferences, spending habits and
demographics; demographics and other macroeconomic factors that may impact the level of spending for the types of
merchandise sold by us; challenges in executing our omni-channel and transformation strategy, including our ability to
establish and profitably maintain the appropriate mix of digital and physical presence in the markets we serve; our ability
to successfully execute our store fleet optimization strategies, including our ability to achieve anticipated cost savings
and to not exceed anticipated costs; our ability to execute on any additional strategic transactions and realize the benefits
of any acquisitions, partnerships, investments or divestitures; disruptions to our information technology systems,
including but not limited to security breaches of systems protecting consumer and employee information or other types
of cybercrimes or cybersecurity attacks; damage to our reputation in any aspect of our operations; the cost of labor,
merchandise, logistical costs and other costs and expenses; potential supply chain disruption due to trade restrictions or
otherwise, and other factors such as natural disasters, pandemics, including the COVID-19 pandemic, political instability,
labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other items; inflation
and the related increases in costs of materials, labor and other costs; inefficient management of relationships and
dependencies on third-party service providers; our ability to attract and retain qualified employees in all areas of the
organization; unusual weather patterns and natural disasters, including the impact of climate change; uncertainty and
disruptions in financial markets; volatility in the price of our common stock and its effect, and the effect of other factors,
including the COVID-19 pandemic, on our capital allocation strategy; changes to statutory, regulatory and other legal
requirements or deemed noncompliance with such requirements; changes to accounting rules, regulations and tax laws,
or new interpretations of existing accounting standards or tax laws; new, or developments in existing, litigation, claims or
assessments; and a failure of our business partners to adhere to appropriate laws, regulations or standards. A further
description of these and other risks and uncertainties can be found in the Company’s Annual Report on Form 10-K for the
year ended February 26, 2022. Except as required by law, we do not undertake any obligation to update our forward-
looking statements.
A copy of the Company’s 2021 Form 10-K, as filed with the SEC, may be obtained from the Investor Relations Department
at the corporate headquarters of the Company, located at 650 Liberty Avenue, Union, NJ 07083 or by emailing
ir@bedbath.com.
2021 Annual Report
99
BED BATH & BEYOND INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except per share data)
Assets
Current assets:
Cash and cash equivalents
Merchandise inventories
Prepaid expenses and other current assets
Total current assets
Long term investment securities
Property and equipment, net
Operating lease assets
Other assets
Total assets
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable
Accrued expenses and other current liabilities
Merchandise credit and gift card liabilities
Current operating lease liabilities
Total current liabilities
Other liabilities
Operating lease liabilities
Income taxes payable
Long term debt
Total liabilities
Shareholders' equity:
Preferred stock - $0.01 par value; authorized - 1,000 shares; no shares issued or
outstanding
Common stock - $0.01 par value; authorized - 900,000 shares; issued 344,146 and
343,241, respectively; outstanding 81,979 and 109,621 shares, respectively
Additional paid-in capital
Retained earnings
Treasury stock, at cost; 262,167 and 233,620 shares, respectively
Accumulated other comprehensive loss
Total shareholders' equity
Total liabilities and shareholders' equity
See accompanying Notes to Consolidated Financial Statements.
100
February 26,
2022
February 27,
2021
$
439,496 $ 1,352,984
1,725,410
1,671,909
198,248
595,152
2,363,154
3,620,045
19,212
1,027,387
19,545
918,418
1,562,857
1,587,101
157,962
311,821
$ 5,130,572 $ 6,456,930
$
872,445 $
986,045
529,371
326,465
346,506
636,329
312,486
360,061
2,074,787
2,294,921
102,438
82,279
1,508,002
1,509,767
91,424
102,664
1,179,776
1,190,363
4,956,427
5,179,994
—
—
3,441
3,432
2,235,894
2,152,135
9,666,091
10,225,253
(11,685,267)
(11,048,284)
(46,014)
(55,600)
174,145
1,276,936
$ 5,130,572 $ 6,456,930
BED BATH & BEYOND INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share data)
Net sales
Cost of sales
Gross profit
February 26, 2022 February 27, 2021 February 29, 2020
$7,867,778
$9,233,028
$11,158,580
Fiscal Year Ended
5,384,287
6,114,947
7,616,920
2,483,491
3,118,081
3,541,660
Selling, general and administrative expenses
2,692,292
3,224,363
3,732,498
Impairments, including on assets held for sale
36,531
127,341
509,226
Restructuring and transformation initiative expenses
144,025
102,202
Loss on sale of businesses
18,221
1,062
—
—
Operating loss
Interest expense, net
(407,578)
(336,887)
(700,064)
64,702
76,913
64,789
Loss (gain) on extinguishment of debt
376
(77,038)
—
Loss before provision (benefit) from income taxes
(472,656)
(336,762)
(764,853)
Provision (benefit) from income taxes
86,967
(185,989)
(151,037)
Net loss
$ (559,623)
$ (150,773)
$ (613,816)
Net loss per share - Basic
Net loss per share - Diluted
$
$
(5.64)
(5.64)
$
$
(1.24)
(1.24)
$
$
(4.94)
(4.94)
Weighted average shares outstanding - Basic
Weighted average shares outstanding - Diluted
99,249
99,249
121,446
121,446
124,352
124,352
Dividends declared per share
$
—
$
—
$
0.68
See accompanying Notes to Consolidated Financial Statements.
2021 Annual Report
101
BED BATH & BEYOND INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Loss
(in thousands)
Net loss
Fiscal Year Ended
February 26,
2022
February 27,
2021
February 29,
2020
$(559,623)
$(150,773)
$(613,816)
Other comprehensive (loss) income:
Change in temporary impairment of auction rate securities, net of tax
Pension adjustment, net of tax
Reclassification adjustment on settlement of the pension plan, net of tax
Currency translation adjustment
Other comprehensive income (loss)
(251)
(1,562)
9,938
1,461
9,586
(617)
(1,396)
1,522
9,800
9,309
276
(4,791)
—
(1,784)
(6,299)
Comprehensive loss
$(550,037)
$(141,464)
$(620,115)
See accompanying Notes to Consolidated Financial Statements.
102
BED BATH & BEYOND INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders’ Equity
(in thousands)
Common Stock
Shares Amount
Additional
Paid- in
Capital
Retained
Earnings
Amount
342,582 $3,426 $2,118,673 $11,112,887 (210,349) $(10,616,045)
—
(613,816)
Shares
—
—
—
—
Treasury Stock
—
—
—
1
4
5
—
—
—
—
—
—
(40,700)
(83,545)
2,345
(4)
(5)
46,159
169
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Accumulated
Other
Comprehensive
Loss
Total
$(58,610) $2,560,331
— (613,816)
(6,299)
(6,299)
—
—
—
—
—
—
—
(40,700)
(83,545)
2,346
—
—
46,159
169
—
—
— (6,806)
3,436 2,167,337 10,374,826 (217,155)
—
(150,773)
—
—
(99,710)
(10,715,755)
—
—
(99,710)
(64,909) 1,764,935
— (150,773)
—
—
(8)
4
—
—
—
—
8
(4)
32,344
—
1,200
—
—
—
—
—
—
—
—
—
—
—
—
—
9,309
—
9,309
1,200
—
—
—
—
—
32,344
(47,550)
— (15,833)
(327,450)
— (375,000)
—
—
(632)
3,432 2,152,135 10,225,253 (233,620)
—
(559,623)
—
—
—
(5,079)
(11,048,284)
—
—
(5,079)
(55,600) 1,276,936
— (559,623)
—
—
6
3
—
—
—
—
—
(6)
(3)
36,080
47,550
138
—
461
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(200)
—
(47,550)
—
Balance at March 2, 2019
Net loss
Other comprehensive loss, net
of tax
Effect of Adoption of ASU 2016-
02
Dividends declared
Shares sold under employee
stock option plans, net of tax
Issuance of restricted shares,
net
Payment and vesting of
performance stock units
Stock-based compensation
expense, net
Director fees paid in stock
Repurchase of common stock,
including fees
Balance at February 29, 2020
Net loss
Other comprehensive income,
net of tax
Dividends forfeited
Forfeiture of restricted shares,
net
Payment and vesting of
performance stock units
Stock-based compensation
expense, net
Accelerated share repurchase
program
Repurchase of common stock,
including fees
Balance at February 27, 2021
Net loss
Other comprehensive income,
net of tax
Dividends forfeited
Issuance of restricted shares,
net
Payment and vesting of
performance stock units
Stock-based compensation
expense, net
Accelerated share repurchase
program
Director fees paid in stock
Repurchase of common stock,
including fees
Balance at February 26, 2022
—
—
—
139
370
580
—
12
—
343,683
—
—
—
(786)
344
—
—
—
343,241
—
—
—
624
274
—
—
7
—
(589,433)
344,146 $3,441 $2,235,894 $ 9,666,091 (262,167) $(11,685,267)
— (28,347)
—
—
See accompanying Notes to Consolidated Financial Statements.
9,586
—
9,586
461
—
—
—
—
—
—
—
36,080
—
138
— (589,433)
$(46,014) $ 174,145
2021 Annual Report
103
BED BATH & BEYOND INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
February 26,
2022
February 27,
2021
Fiscal Year Ended
February 29,
2020
$ (559,623)
$ (150,773)
$ (613,816)
293,626
36,531
35,061
125,711
18,221
376
—
(8,298)
(53,339)
387,746
607
(132,785)
(100,356)
13,981
(11,257)
(14,162)
(14,186)
17,854
(29,997)
30,000
—
5,000
—
(354,185)
(349,182)
—
(11,360)
(1,033)
—
(589,433)
(749)
(3,443)
—
(606,018)
1,006
(936,340)
—
340,912
127,341
31,594
148,741
1,062
(77,038)
—
(396)
64,947
(387,172)
1,519
168,556
15,538
(12,110)
54,958
(32,813)
(26,758)
268,108
—
386,500
534,457
—
—
(183,077)
737,880
236,400
(457,827)
—
(47,550)
(332,529)
(23,108)
(7,690)
—
(632,304)
5,075
378,759
4,815
342,511
509,226
45,676
(145,543)
—
—
27,357
(3,446)
506,334
(4,781)
239
(124,206)
61,864
1,154
(22,783)
(2,899)
14,054
590,941
(443,500)
545,000
—
—
267,277
(277,401)
91,376
—
—
—
—
(99,710)
(85,482)
—
2,346
(182,846)
(977)
498,494
(4,815)
(936,340)
383,574
493,679
1,407,224
$ 470,884
1,023,650
$1,407,224
529,971
$1,023,650
Cash Flows from Operating Activities:
Net loss
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization
Impairments, including on assets held for sale
Stock-based compensation
Deferred income taxes
Loss on sale of businesses
Loss (gain) on debt extinguishment
Loss on sale leaseback transaction
Other
Decrease (increase) in assets:
Merchandise inventories
Other current assets
Other assets
Increase (decrease) in liabilities:
Accounts payable
Accrued expenses and other current liabilities
Merchandise credit and gift card liabilities
Income taxes payable
Operating lease assets and liabilities, net
Other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities:
Purchases of held-to-maturity investment securities
Redemption of held-to-maturity investment securities
Net proceeds from sales of businesses
Net proceeds from sales of property
Proceeds from sale-leaseback transaction
Capital expenditures
Net cash (used in) provided by investing activities
Cash Flows from Financing Activities:
Borrowing of long-term debt
Repayments of long-term debt
Repayments of finance leases
Prepayment under share repurchase agreement
Repurchase of common stock, including fees
Payment of dividends
Payment of deferred financing fees
Proceeds from exercise of stock options
Net cash used in financing activities
Effect of exchange rate changes on cash, cash equivalents,
and restricted cash
Net (decrease) increase in cash, cash equivalents and
restricted cash
Change in cash balances classified as held-for-sale
Net (decrease) increase in cash, cash equivalents and
restricted cash
Cash, cash equivalents and restricted cash:
Beginning of period
End of period
See accompanying Notes to Consolidated Financial Statements.
104
Notes to Consolidated Financial Statements
Bed Bath & Beyond Inc. and Subsidiaries
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND
RELATED MATTERS
A. Nature of Operations
Bed Bath & Beyond Inc. and subsidiaries (the ‘‘Company’’) is an omni-channel retailer that makes it easy for its customers
to feel at home. The Company sells a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and
operates under the names Bed Bath & Beyond (‘‘BBB’’), buybuy BABY (‘‘BABY’’), and Harmon, Harmon Face Values, or Face
Values (collectively, ‘‘Harmon’’). Customers can purchase products either in-store, online, with a mobile device or through
a customer contact center. The Company generally has the ability to have customer purchases picked up in-store,
curbside or shipped direct to the customer from the Company’s distribution facilities, stores or vendors. The Company
also operates Decorist (‘‘Decorist’’), an online interior design platform that provides personalized home design services. In
addition, the Company is a partner in a joint venture which operates retail stores in Mexico under the name Bed Bath &
Beyond.
We offer a broad assortment of national brands and a growing assortment of proprietary Owned Brand merchandise –
including eight new Owned Brands launched in Fiscal 2021 – in key destination categories including bedding, bath, kitchen
food prep, home organization, indoor décor, baby and personal care.
We account for our operations as one North American Retail reporting segment. In Fiscal 2020 and 2019, we accounted for
our operations as two operating segments: North American Retail and Institutional Sales, the latter of which was divested
in October 2020, did not meet the quantitative thresholds under GAAP and, therefore, was not a reportable segment. Net
sales outside of the U.S. for the Company were not material for Fiscal 2021, 2020, and 2019. As the Company operates in
the retail industry, its results of operations are affected by general economic conditions and consumer spending habits.
B. Fiscal Year
The Company’s Fiscal year is comprised of the 52 or 53-week period ending on the Saturday nearest February 28th.
Accordingly, Fiscal 2021, Fiscal 2020, and Fiscal 2019 represented 52 weeks and ended on February 26, 2022, February 27,
2021, and February 29, 2020, respectively.
C. Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned
subsidiaries. The Company accounts for its investment in the joint venture referred to above under the equity method.
All significant intercompany balances and transactions have been eliminated in consolidation.
D. Recent Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board (‘‘FASB’’) issued ASU 2020-04 Reference Rate Reform
(Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendment provides
optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of)
reference rate reform on contracts, hedging relationships and other transactions that reference LIBOR. These updates
are effective immediately and may be applied prospectively to contract modifications made and hedging relationships
entered into or evaluated on or before December 31, 2022. The Company is currently evaluating its contracts and the
optional expedients provided by this update, but does not expect the adoption of this guidance to have a material impact
to the financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes, to simplify the accounting for income taxes. The
guidance eliminates certain exceptions related to the approach for intraperiod tax allocations, the methodology for
calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences
related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies
aspects of accounting for franchise taxes, enacted changes in tax laws or rates and clarifies the accounting for
transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years beginning after
2021 Annual Report
105
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 15, 2020 and interim periods within those fiscal years with early adoption permitted. The Company adopted
this standard in Fiscal 2021; upon adoption, this guidance did not have a material impact on its consolidated financial
statements.
E. Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles
requires the Company to establish accounting policies and to make estimates and judgments that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting period. The Company
bases its estimates on historical experience and on other assumptions that it believes to be relevant under the
circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. In particular, judgment is used in areas such as inventory valuation,
impairment of long-lived assets, impairment of auction rate securities, goodwill and other indefinite lived intangible
assets, accruals for self-insurance, litigation, store opening, expansion, relocation and closing costs, the provision for
sales returns, vendor allowances, stock-based compensation and income and certain other taxes. Actual results could
differ from these estimates.
F. Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with original maturities of three months or less to be cash
equivalents. Included in cash and cash equivalents are credit and debit card receivables from banks, which typically settle
within five business days, of $47.9 million and $64.0 million as of February 26, 2022 and February 27, 2021, respectively.
Short-term restricted cash was zero and $5.0 million as of February 26, 2022 and February 27, 2021, respectively, and is
included in prepaid expenses and other current assets on the consolidated balance sheet. Long-term restricted cash of
$31.4 million and $49.2 million as of February 26, 2022 and February 27, 2021, respectively, is included in other long-term
assets on the consolidated balance sheet.
G.
Investment Securities
Investment securities consist primarily of auction rate securities, which are securities with interest rates that reset
periodically through an auction process, and U.S. Treasury Bills, when outstanding. The U.S. Treasury Bills with original
maturities of greater than three months were classified as short term held-to-maturity securities and stated at their
amortized cost which approximated fair value. Auction rate securities are classified as available-for-sale and are stated at
fair value, which had historically been consistent with cost or par value due to interest rates which reset periodically,
typically every 7, 28 or 35 days. As a result, there generally were no cumulative gross unrealized holding gains or losses
relating to these auction rate securities. However, during the global financial crisis of 2008 the auction process for the
Company’s auction rate securities failed and continues to fail. These failed auctions result in a lack of liquidity in the
securities and affect their estimated fair values at February 26, 2022 and February 27, 2021, but do not affect the
underlying collateral of the securities (see ‘‘Fair Value Measurements,’’ Note 4 and ‘‘Investment Securities,’’ Note 5). All
income from these investments is recorded as interest income.
Those investment securities which the Company has the ability and intent to hold until maturity are classified as held-to-
maturity investments and are stated at amortized cost.
Premiums are amortized and discounts are accreted over the life of the security as adjustments to interest income using
the effective interest method. Dividend and interest income are recognized when earned.
H.
Inventory Valuation
Merchandise inventories are stated at the lower of cost or market. Inventory costs are primarily calculated using the
weighted average retail inventory method.
Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are calculated by
applying a cost-to-retail ratio to the retail values of inventories. The inputs associated with determining the cost-to-retail
ratio include: merchandise purchases, net of returns to vendors, discounts and volume and incentive rebates; inbound
freight expenses; and import charges, including duties, insurance and commissions.
106
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The retail inventory method contains certain management judgments that may affect inventory valuation. At any one
time, inventories include items that have been written down to the Company’s best estimate of their realizable value.
Judgment is required in estimating realizable value and factors considered are the age of merchandise, anticipated
demand based on factors such as customer preferences and fashion trends, and anticipated changes in product
assortment (including related to the launch of Owned Brands) as well as anticipated markdowns to reduce the price of
merchandise from its recorded retail price to a retail price at which it is expected to be sold in the future. These estimates
are based on historical experience and current information about future events which are inherently uncertain. Actual
realizable value could differ materially from this estimate based upon future customer demand or economic conditions,
including uncertainty related to the ongoing COVID-19 pandemic (see ‘‘Impact of the COVID-19 Pandemic,’’ Note 2).
The Company estimates its reserve for inventory shrinkage throughout the year based on historical shrinkage and any
current trends, if applicable. Actual shrinkage is recorded at fiscal year end based upon the results of the Company’s
physical inventory counts for locations at which counts were conducted. For locations where physical inventory counts
were not conducted in the fiscal year, an estimated shrink reserve is recorded based on historical shrinkage and any
current trends, if applicable. Historically, the Company’s shrinkage has not been volatile.
The Company accrues for merchandise in transit once it takes legal ownership and title to the merchandise; as such, an
estimate for merchandise in transit is included in the Company’s merchandise inventories.
I.
Property and Equipment
Property and equipment are stated at cost and are depreciated primarily using the straight-line method over the
estimated useful lives of the assets (40 years for buildings; 5 to 20 years for furniture, fixtures and equipment; and 3 to
10 years for computer equipment and software). Leasehold improvements are amortized using the straight-line method
over the lesser of their estimated useful life or the life of the lease. Depreciation expense is primarily included within selling,
general and administrative expenses. (see ‘‘Property and Equipment,’’ Note 6).
The cost of maintenance and repairs is charged to earnings as incurred; significant renewals and betterments are
capitalized. Maintenance and repairs amounted to $80.0 million, $117.7 million, and $133.9 million for Fiscal 2021, 2020,
and 2019, respectively.
J.
Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying
value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated
by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is
recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be
disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair
value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale
are separately presented in the appropriate asset and liability sections of the balance sheet (see ‘‘Assets Held for Sale and
Divestitures,’’ Note 16). In Fiscal 2021 and Fiscal 2020, the Company recorded non-cash pre-tax impairment charges of
$30.8 million and $92.9 million, respectively, for certain store-level assets, including leasehold improvements and
operating lease assets. In the future, if events or market conditions affect the estimated fair value to the extent that a
long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the
impairment occurs.
K Goodwill and Other Indefinite Lived Intangible Assets
Included within other assets in the accompanying consolidated balance sheets as of February 26, 2022 and February 27,
2021, respectively, are $16.3 million and $22.0 million for indefinite lived tradenames and trademarks.
The Company reviews its intangible assets that have indefinite lives for impairment annually as of the end of the fiscal year
or when events or changes in circumstances indicate the carrying value of these assets might exceed their current fair
values. Impairment testing is based upon the best information available including estimates of fair value which incorporate
assumptions marketplace participants would use in making their estimates of fair value. Significant assumptions and
estimates are required, including, but not limited to, projecting future cash flows, determining appropriate discount rates
and terminal growth rates, and other assumptions, to estimate the fair value of goodwill and indefinite lived intangible
2021 Annual Report
107
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
assets. Although the Company believes the assumptions and estimates made are reasonable and appropriate, different
assumptions and estimates could materially impact its reported financial results.
Other indefinite lived intangible assets were recorded as a result of acquisitions and primarily consist of tradenames. The
Company values its tradenames using a relief-from-royalty approach, which assumes the value of the tradename is the
discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the
tradename and instead licensed the tradename from another company. For the fiscal years ended February 26, 2022,
February 27, 2021, and February 29, 2020, the Company completed a quantitative impairment analysis for certain other
indefinite lived intangible assets, by comparing the fair value of the tradenames to their carrying value and recognized
non-cash pre-tax tradename impairment charges of $5.7 million, $35.1 million, and $41.8 million, respectively, within
goodwill and other impairments in the consolidated statement of operations. As of February 26, 2022, for the remaining
other indefinite lived intangible assets, the Company assessed qualitative factors in order to determine whether any
events and circumstances existed which indicated that it was more likely than not that the fair value of these other
indefinite lived assets did not exceed their carrying values and concluded no such events or circumstances existed which
would require an impairment test be performed. In the future, if events or market conditions affect the estimated fair
value to the extent that an asset is impaired, the Company will adjust the carrying value of these assets in the period in
which the impairment occurs.
As of June 1, 2019, the Company completed a quantitative impairment analysis of goodwill related to its reporting units by
comparing the fair value of a reporting unit with its carrying amount. The Company performed a discounted cash flow
analysis and market multiple analysis for each reporting unit. Based upon the analysis performed, the Company
recognized non-cash pre-tax goodwill impairment charges of $391.1 million for the North American Retail reporting unit.
Cumulatively, the Company has recognized non-cash pre-tax goodwill impairment charges of $676.2 million and
$40.1 million for the North American Retail and Institutional Sales reporting units, respectively. The Institutional Sales unit
was divested in October 2020. As of February 26, 2022 and February 27, 2021, the Company did not have any goodwill
recorded on its consolidated balance sheet.
L. Self-Insurance
The Company utilizes a combination of insurance and self-insurance for a number of risks including workers’
compensation, general liability, cyber liability, property liability, automobile liability and employee related health care
benefits (a portion of which is paid by its employees). Liabilities associated with the risks that the Company retains are not
discounted and are estimated by considering historical claims experience, demographic factors, severity factors and
other actuarial assumptions. Although the Company’s claims experience has not displayed substantial volatility in the
past, actual experience could materially vary from its historical experience in the future. Factors that affect these
estimates include but are not limited to: inflation, the number and severity of claims and regulatory changes. In the future,
if the Company concludes an adjustment to self-insurance accruals is required, the liability will be adjusted accordingly.
Beginning in the fourth quarter of Fiscal 2020, the Company began insuring portions of its workers' compensation and
medical insurance through a wholly owned captive insurance subsidiary (the ‘‘Captive’’) to enhance its risk financing
strategies. The Captive is subject to regulations in Vermont, including those relating to its levels of liquidity and other
requirements. The Captive was in compliance with all regulations as of February 26, 2022.
M. Shareholders’ Equity
The Company has authorization to make repurchases of its common shares from time to time in the open market or
through other programs approved by the Board of Directors pursuant to existing rules and regulations
(see ‘‘Shareholders' Equity,’’ Note 14).
N. Fair Value of Financial Instruments
The Company’s financial instruments include cash and cash equivalents, investment securities, accounts payable, long
term debt and certain other liabilities. The Company’s investment securities consist primarily of U.S. Treasury securities,
which are stated at amortized cost, and auction rate securities consisting of preferred shares of closed end municipal bond
funds, which are stated at their approximate fair value. The book value of the financial instruments, excluding the
Company’s long term debt, is representative of their fair values (see ‘‘Fair Value Measurements,’’ Note 4).
108
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
O. Leases
The Company determines if an arrangement is a lease or contains a lease at the inception of the contract. The Company’s
leases generally contain fixed and variable components. Variable components are primarily contingent rents based upon
store sales exceeding stipulated amounts. Lease agreements may also include non-lease components, such as certain
taxes, insurance and common area maintenance, which the Company combines with the lease component to account for
both as a single lease component. Lease liabilities, which represent the Company’s obligation to make lease payments
arising from the lease, and corresponding right-of-use assets, which represent the Company’s right to use an underlying
asset for the lease term, are recognized at the commencement date of the lease, which is typically the date the Company
obtains possession of the leased premises, based on the present value of fixed future payments over the lease term. The
Company utilizes the lease term for which it is reasonably certain to use the underlying asset, including consideration of
options to extend or terminate the lease. Incentives received from landlords are recorded as a reduction to the lease
right-of-use assets. The Company does not recognize lease right-of-use assets and corresponding lease liabilities for
leases with initial terms of 12 months or less.
The Company calculates the present value of future payments using the discount rate implicit in the lease, if available, or
its incremental borrowing rate. The incremental borrowing rate is the rate of interest that a lessee would have to pay to
borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic
environment. The Company determined discount rates based on the rates of its unsecured borrowings, which are then
adjusted for the appropriate lease term and effects of full collateralization. In determining the Company's operating lease
assets and operating lease liabilities, the Company applied these incremental borrowing rates to the minimum lease
payments within each lease agreement.
For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term
and lease expense relating to variable payments is expensed as incurred. For finance leases, the amortization of the asset
is recognized over the shorter of the lease term or useful life of the underlying asset (see ‘‘Leases,’’ Note 10).
P. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets in the accompanying consolidated balance sheets as of February 26, 2022 and
February 27, 2021, respectively, are $198.2 million and $595.2 million, which includes income tax receivables as of
February 26, 2022 and February 27, 2021 of $26.5 million and $318.1 million, respectively (see ‘‘Provision for Income
Taxes,’’ Note 8).
Q. Revenue Recognition
Sales are recognized upon purchase by customers at the Company’s retail stores or upon delivery for products purchased
from its websites. The value of point-of-sale coupons and point-of-sale rebates that result in a reduction of the price paid
by the customer are recorded as a reduction of sales. Shipping and handling fees that are billed to a customer in a sale
transaction are recorded in sales. Taxes, such as sales tax, use tax and value added tax, are not included in sales.
Revenues from gift cards, gift certificates and merchandise credits are recognized when redeemed. Gift cards have no
provisions for reduction in the value of unused card balances over defined time periods and have no expiration dates. In
Fiscal 2021 and Fiscal 2020, the Company recognized net sales for gift card and merchandise credit redemptions of
approximately $72.3 million and $98.0 million, which were included in merchandise credit and gift card liabilities on the
consolidated balance sheet as of February 27, 2021 and February 29, 2020, respectively.
Sales returns are provided for in the period that the related sales are recorded based on historical experience. Although
the estimate for sales returns has not varied materially from historical provisions, actual experience could vary from
historical experience in the future if the level of sales return activity changes materially. In the future, if the Company
concludes that an adjustment is required due to material changes in the returns activity, the liability for estimated returns
and the corresponding right of return asset will be adjusted accordingly. As of February 26, 2022 and February 27, 2021,
the liability for estimated returns of $23.6 million and $36.2 million is included in accrued expenses and other current
liabilities and the corresponding right of return asset for merchandise of $14.6 million and $23.4 million, respectively, is
included in prepaid expenses and other current assets, respectively.
The Company sells a wide assortment of domestics merchandise and home furnishings. Domestics merchandise includes
categories such as bed linens and related items, bath items and kitchen textiles. Home furnishings include categories such
2021 Annual Report
109
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as kitchen and tabletop items, fine tabletop, basic housewares, general home furnishings (including furniture and wall
décor), consumables and certain juvenile products. Sales of domestics merchandise and home furnishings accounted for
approximately 37.4% and 62.6% of net sales, respectively, for Fiscal 2021, 34.7% and 65.3% of net sales, respectively, for
Fiscal 2020 and 35.2% and 64.8% of net sales, respectively, for Fiscal 2019.
R. Cost of Sales
Cost of sales includes the cost of merchandise, buying costs and costs of the Company’s distribution network including
inbound freight charges, import charges (including duties), distribution facility costs, receiving costs, internal transfer
costs and shipping and handling costs.
S. Vendor Allowances
The Company receives allowances from vendors in the normal course of business for various reasons including direct
cooperative advertising, purchase volume and reimbursement for other expenses. Annual terms for each allowance
include the basis for earning the allowance and payment terms, which vary by agreement. All vendor allowances are
recorded as a reduction of inventory cost, except for direct cooperative advertising allowances which are specific,
incremental and identifiable. The Company recognizes purchase volume allowances as a reduction of the cost of
inventory in the quarter in which milestones are achieved. Advertising costs were reduced by direct cooperative
allowances of $35.8 million, $28.9 million, and $30.9 million for Fiscal 2021, 2020, and 2019, respectively.
T. Store Opening, Expansion, Relocation and Closing Costs
Store opening, expansion, relocation and closing costs, including markdowns, asset residual values and projected
occupancy costs, are charged to earnings as incurred.
U. Advertising Costs
Advertising expenses related to direct response advertising are expensed on the first day of the direct response
advertising event. All other advertising expenses associated with store advertising are charged to earnings as incurred.
Net advertising costs amounted to $407.1 million, $347.8 million, and $478.5 million for Fiscal 2021, 2020, and 2019,
respectively.
V. Stock-Based Compensation
The Company measures all employee stock-based compensation awards using a fair value method and records such
expense, net of estimated forfeitures,
in its consolidated financial statements. The Company’s stock-based
compensation relates to restricted stock awards, stock options, restricted stock units and performance stock units. The
Company’s restricted stock awards are considered nonvested share awards (see ‘‘Stock-Based Compensation,’’
Note 15).
W.
Income Taxes
The Company files a consolidated federal income tax return. Income tax returns are also filed with each taxable jurisdiction
in which the Company conducts business.
The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to the differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in
which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date.
In assessing the recoverability of its deferred tax assets, the Company evaluates the available objective positive and
negative evidence to estimate whether it is more likely than not that sufficient future taxable income will be generated to
permit use of existing deferred tax assets in each taxpaying jurisdiction. For any deferred tax asset in excess of the amount
for which it is more likely than not that the Company will realize a benefit, a valuation allowance is established. A valuation
allowance is a non-cash charge, and does not limit the Company's ability to utilize its deferred tax assets, including its
ability to utilize tax loss and credit carryforward amounts against future taxable income.
110
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Act.
The Tax Act included a mandatory one-time tax on accumulated earnings of foreign subsidiaries, and as a result, all
previously unremitted earnings for which no U.S. deferred tax liability had been previously accrued has now been subject
to U.S. tax. Notwithstanding the U.S. taxation of these amounts, the Company intends to continue to reinvest the
unremitted earnings of its Canadian subsidiary. Accordingly, no additional provision has been made for U.S. or additional
non-U.S. taxes with respect to these earnings, except for the transition tax resulting from the Tax Act. In the event of
repatriation to the U.S., it is expected that such earnings would be subject to non-U.S. withholding taxes offset, in whole or
in part, by U.S. foreign tax credits.
The Company recognizes the tax benefit from an uncertain tax position only if it is at least more likely than not that the tax
position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax
benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a
greater than fifty percent likelihood of being realized upon settlement with the taxing authorities.
Judgment is required in determining the provision for income and other taxes and related accruals, and deferred tax
assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax
outcome is uncertain. Additionally, the Company's various tax returns are subject to audit by various tax authorities.
Although the Company believes that its estimates are reasonable, actual results could differ from these estimates (see
‘‘Provision for Income Taxes’’, Note 8).
X. Earnings per Share
The Company presents earnings per share on a basic and diluted basis. Basic earnings per share is computed by dividing
net earnings by the weighted average number of shares outstanding. Diluted earnings per share is computed by dividing
net earnings by the weighted average number of shares outstanding, including the dilutive effect of stock-based awards
as calculated under the treasury stock method.
Stock-based awards of approximately 2.9 million, 2.4 million, and 5.4 million shares were excluded from the computation
of diluted earnings per share as the effect would be anti-dilutive for Fiscal 2021, 2020, and 2019, respectively.
2.
IMPACT OF THE COVID-19 PANDEMIC
In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. That same month, as
a result of the COVID-19 pandemic, the Company began to temporarily close certain store locations that did not have a
health and personal care department, and as of March 23, 2020, all of the Company's retail stores across the U.S. and
Canada were temporarily closed except for most stand-alone buybuy BABY and Harmon stores, subject to state and local
regulations. In May 2020, the Company announced a phased approach to re-open its stores in compliance with relevant
government directives, and as of the end of July 2020, nearly all of its stores re-opened. During portions of Fiscal 2021, a
limited number of stores in Canada either closed temporarily or continued to operate under restrictions in compliance
with local governmental orders. As of February 26, 2022, all of the Company's stores were operating without restriction
subject to compliance with applicable mask and vaccine requirements.
In the first half of Fiscal 2020, the Company had also suspended its plans for debt reduction and postponed share
repurchases, but lifted the debt repurchase suspension in August 2020 and the postponement of share repurchases in
October 2020.
Similar to other retailers, the Company also withheld portions of and/or delayed payments to certain of its business
partners as the Company negotiated revisions to its payment terms, in order to further maintain liquidity given the
temporary store closures (see ‘‘Leases,’’ Note 10).
Further, on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the ‘‘CARES Act’’) was enacted in the
United States. The CARES Act is an emergency economic aid package to help mitigate the impact of the COVID-19
pandemic. Among other things, the CARES Act provides certain changes to tax laws, which may impact the Company's
results of operations, financial position and cash flows. The Company is currently implementing certain provisions of the
CARES Act such as deferring employer payroll taxes. As of February 27, 2021, the Company had deferred $3.1 million of
employer payroll taxes, which were deposited by December 2021. In addition, during Fiscal 2021 and 2020, the Company
recorded credits of approximately $7.8 million and $33.3 million, respectively, as an offset to selling, general and
2021 Annual Report
111
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
administrative expenses as a result of the employee retention credits and rent and property expense support made
available under the CARES Act for U.S. employees and under the Canada Emergency Wage Subsidy for Canadian
employees and the Canada Emergency Rent Subsidy.
During the Fiscal years ended February 26, 2022 and February 27, 2021, under the CARES Act, the Company recorded
income tax benefits of $18.7 million and $152.0 million, respectively, as a result of the Fiscal 2020 and Fiscal 2019 net
operating losses that were carried back to prior years during which the federal tax rate was 35%.
The COVID-19 pandemic materially adversely impacted the Company’s results of operations and cash flows for the fiscal
year ended February 27, 2021. Numerous uncertainties continue to surround the pandemic and its ultimate impact on the
Company.
3. RESTRUCTURING AND TRANSFORMATION ACTIVITIES
Fiscal 2021 Restructuring and Transformation Initiative
Expenses
The Company recorded $281.2 million in its consolidated statements of operations for the fiscal year ended February 26,
2022 for costs associated with restructuring and other transformation initiatives, of which approximately $137.2 million is
included in cost of sales and approximately $144.0 million is included in restructuring and transformation initiative
expenses in the consolidated statements of operations. These charges were comprised of, and classified in the
Company’s consolidated statement of operations, as follows:
Cost of Sales
• $125.2 million primarily related to the Company’s initiatives to introduce certain new Owned Brand merchandise
and, to a lesser extent, to redefine certain existing Owned Brands and to rationalize product assortment across the
Bed Bath & Beyond banner store base. The costs incurred in connection with these activities included higher
markdowns on inventory sold in Fiscal 2021, as well as an adjustment to reduce to its estimated realizable value
inventory on hand that will be removed from the product assortment as part of these initiatives.
• $12.0 million related to store closures for which the closing process had commenced, related primarily to higher
markdowns on inventory sold during the period between final announcement of closing and the final closure of the
store.
Restructuring and Transformation Initiative Expenses
• Store Closures. During Fiscal 2021, the Company closed 63 mostly Bed Bath & Beyond stores as part of its store
fleet optimization program which commenced in Fiscal 2020 and included the closure of 207 mostly Bed Bath &
Beyond stores through the end of Fiscal 2021 (including the 144 stores closed in Fiscal 2020). For the fiscal year
ended February 26, 2022, the Company recorded costs associated with store closures for which the store closing
process has commenced of $2.4 million of severance costs and $45.5 million of lease-related and other costs
within restructuring and transformation initiative expenses in its consolidated statements of operations. At this
point, the Company is unable to estimate the amount or range of amounts expected to be incurred in connection
with future store closures.
• Other transformation initiatives. During the fiscal year ended February 26, 2022, the Company recorded costs of
$96.1 million which include costs recorded in connection with other transformation initiatives, including
technology transformation and business strategy and operating model transformation programs across core
functions including merchandising, supply chain and finance.
Fiscal 2020 Restructuring Charges
The Company recorded $149.3 million within cost of sales and restructuring and transformation initiative expenses in its
consolidated statement of operations for Fiscal 2020 for costs associated with its planned store closures as part of the
fleet optimization plan for which the store closure process has commenced, workforce reduction and other
transformation initiatives.
112
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As part of the Company's ongoing business transformation, on July 6, 2020, the Board of Directors of the Company
approved the planned closure of approximately 200 mostly Bed Bath & Beyond stores by the end of Fiscal 2021 as part of
the Company's store fleet optimization program, 144 of which were closed as of February 27, 2021. In Fiscal 2020, the
Company recorded costs associated with its planned store closures for which the store closing process has commenced
of $21.0 million within cost of sales, $5.3 million of severance costs and $39.2 million of lease-related and other costs
within restructuring and transformation initiative expenses in its consolidated statements of operations.
In addition, during the second quarter of Fiscal 2020, the Company announced a realignment of its organizational structure as
part of its transformation initiative, to further simplify the Company's operations, support investment in its strategic growth
plans, and provide additional financial flexibility. In connection with the organizational realignment, the Company implemented
aworkforcereductionofapproximately2,800rolesfromacrossitscorporateheadquartersandretailstores.Duringthesecond
quarterofFiscal2020,theCompanyrecordedpre-taxrestructuringchargesofapproximately$23.1millionwithinrestructuring
and transformation initiative expenses in its consolidated statements of operations, related to severance and associated costs
for this workforce reduction, all of which have been paid during Fiscal 2020.
During Fiscal 2020, the Company also recorded costs of approximately $26.1 million within cost of sales and $34.6 million
within restructuring and transformation initiative expenses in its consolidated statements of operations related to other
transformation initiatives.
Fiscal 2019 Restructuring Charges
During Fiscal 2019, the Company expensed pre-tax restructuring charges of approximately $102.5 million, primarily for
severance and related costs in conjunction with its transformation initiatives and extensive leadership changes, within
selling, general and administrative expenses in its consolidated statement of operations.
As of February 26, 2022 and February 27, 2021, the remaining accrual for severance and related costs related to these
various initiatives was $15.0 million and $23.0 million, respectively.
4. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., ‘‘the exit price’’) in
an orderly transaction between market participants at the measurement date. In determining fair value, the Company
uses various valuation approaches, including quoted market prices and discounted cash flows. The hierarchy for inputs
used in measuring fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by
requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants
would use in pricing the asset or liability developed based on market data obtained from independent sources.
Unobservable inputs are inputs that reflect a company’s judgment concerning the assumptions that market participants
would use in pricing the asset or liability developed based on the best information available under the circumstances. In
certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an
asset or liability must be classified in its entirety based on the lowest level of input that is significant to the measurement
of fair value. The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:
• Level 1 — Valuations based on quoted prices in active markets for identical instruments that the Company is able
to access. Since valuations are based on quoted prices that are readily and regularly available in an active market,
valuation of these products does not entail a significant degree of judgment.
2021 Annual Report
113
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
• Level 2 — Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in
markets that are not active for identical or similar instruments, and model-derived valuations in which all
significant inputs and significant value drivers are observable in active markets.
• Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The Company’s financial instruments include cash and cash equivalents, investment securities, accounts payable, long
term debt and certain other liabilities. The book value of the Company's financial instruments, excluding long term debt, is
representative of their fair values. The Company’s investment securities at February 26, 2022 consisted primarily of U.S.
Treasury securities, which are stated at amortized cost and are based on quoted prices in active markets for identical
instruments (Level 1 valuation). As of February 26, 2022 and February 27, 2021, the fair value of the Company’s long term
debt was approximately $956.0 million and $1.118 billion, respectively, which is based on quoted prices in active markets
for identical instruments (i.e., Level 1 valuation), compared to the carrying value of approximately $1.184 billion and
$1.195 billion, respectively.
The Company did not have any financial assets utilizing Level 2 inputs. Financial assets utilizing Level 3 inputs included long
term investments in auction rate securities consisting of preferred shares of closed end municipal bond funds (see
‘‘Investment Securities,’’ Note 5).
5.
INVESTMENT SECURITIES
As of both February 26, 2022 and February 27, 2021, the Company’s long term available-for-sale investment securities
represented approximately $20.3 million par value of auction rate securities, less temporary valuation adjustments of
approximately $1.1 million and $0.8 million, respectively. Since these valuation adjustments are deemed to be temporary,
they are recorded in accumulated other comprehensive loss, net of a related tax benefit, and did not affect the Company’s
net earnings. The Company had no short-term available-for-sale investment securities as of February 26, 2022 or
February 27, 2021.
6. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
(in thousands)
Land and buildings
Furniture, fixtures and equipment (1)
Leasehold improvements
Computer equipment and software
Total
Less: Accumulated depreciation (1)
Property and equipment, net
February 26,
2022
February 27,
2021
$
21,597
$
24,840
594,443
746,365
1,494,457
2,856,862
502,869
721,039
1,355,758
2,604,506
(1,829,475)
(1,686,088)
$ 1,027,387
$ 918,418
(1)
Furniture, fixtures and equipment includes $39.0 million in assets held under finance leases as of February 26, 2022. Accumulated
depreciation includes $0.2 million in accumulated depreciation for assets held under finance leases as of February 26, 2022.
Depreciation expense was $292.3 million, $338.7 million, $339.0 million in Fiscal 2021, 2020, and 2019, respectively.
7. LONG TERM DEBT
Senior Unsecured Notes
On July 17, 2014, the Company issued $300.0 million aggregate principal amount of 3.749% senior unsecured notes due
August 1, 2024, $300.0 million aggregate principal amount of 4.915% senior unsecured notes due August 1, 2034 and
$900.0 million aggregate principal amount of 5.165% senior unsecured notes due August 1, 2044 (collectively, the
‘‘Notes’’). Interest on the Notes is payable semi-annually on February 1 and August 1 of each year.
114
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Notes were issued under an indenture (the ‘‘Base Indenture’’), as supplemented by a first supplemental indenture
(together, with the Base Indenture, the ‘‘Indenture’’), which contains various restrictive covenants, which are subject to
important limitations and exceptions that are described in the Indenture. The Company was in compliance with all
covenants related to the Notes as of February 26, 2022.
During Fiscal 2021, the Company purchased approximately $11.0 million aggregate principal amount of its outstanding
3.749% senior unsecured notes due August 1, 2024. The total consideration paid for the notes accepted for purchase of
$11.4 million during the fiscal year ended February 26, 2022 included accrued and unpaid interest up to, but not including,
the early settlement date. The Company recorded a loss on extinguishment of debt of $0.4 million in its consolidated
statement of operations for the fiscal year ended February 26, 2022, including the write off of unamortized debt financing
costs related to the extinguished portion of the notes accepted for purchase and reacquisition costs.
During Fiscal 2020, the Company purchased $75.0 million aggregate principal amount of its outstanding 4.915% senior
unsecured notes due 2034 and approximately $225.0 million aggregate principal amount of its outstanding 5.165% senior
unsecured notes due 2044. The total consideration paid for the notes accepted for purchase of $220.9 million included an
early tender premium of $50 per $1,000 principal amount of the notes accepted for purchase, plus accrued and unpaid
interest up to, but not including, the early settlement date. The Company recorded a gain on extinguishment of debt of
$77.0 million in its consolidated statement of operations for the fiscal year ended February 27, 2021, including the write off
of unamortized debt financing costs related to the extinguished portion of the notes accepted for purchase and
reacquisition costs. The Company did not purchase any of its outstanding unsecured notes during Fiscal 2019.
As of February 26, 2022 and February 27, 2021, unamortized deferred financing costs associated with the Company’s
3.749% senior unsecured notes due 2024, 4.915% senior unsecured notes due 2034 and 5.165% senior unsecured notes
due 2044 were $4.6 million and $5.0 million, respectively, and are included in long-term debt in the Company's
consolidated balance sheets.
Asset-Based Credit Agreement
On August 9, 2021, the Company amended its asset-based credit agreement (the ‘‘Amended Credit Agreement’’) among
the Company, certain of the Company’s U.S. and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent (in such capacity, the ‘‘Agent’’), and the lenders party thereto, which replaced
the Company's previous $850.0 million Credit Agreement which was due to mature on June 19, 2023.
The Amended Credit Agreement provides for an asset-based revolving credit facility (the ‘‘ABL Facility’’) with aggregate
revolving commitments established at closing of $1.0 billion, including a swingline subfacility and a letter of credit
subfacility. The Amended Credit Agreement has an uncommitted expansion feature which allows the borrowers to
request, at any time following the delivery of an initial field exam and appraisal, an increase in aggregate revolving
commitments under the ABL Facility or elect to enter into a first-in-last-out loan facility, collectively, in an aggregate
amount of up to $375.0 million, subject to certain customary conditions. The Amended Credit Agreement matures on
August 9, 2026.
As of February 26, 2022, the Company had no loans outstanding under the ABL Facility, but had outstanding letters of
credit of $96.4 million.
The ABL Facility is secured on a first priority basis (subject to customary exceptions) on all accounts receivable (including
credit card receivables), inventory, certain deposit accounts and securities accounts, and certain related assets, of the
Company and its subsidiaries that are borrowers or guarantors under the ABL Facility. Amounts available to be drawn from
time to time under the ABL Facility (including, in part, in the form of letters of credit) are equal to the lesser of
(i) outstanding revolving commitments under the Amended Credit Agreement and (ii) a borrowing base equal to the sum
of (a) 90% of eligible credit card receivables plus (b) 90% of eligible inventory, valued at the lower of cost or market value,
determined on a weighted average cost basis, minus (c) customary reserves.
Subject to customary exceptions and restrictions, the Company may voluntarily repay outstanding amounts under the
ABL Facility at any time without premium or penalty. Any voluntary prepayments made will not reduce commitments
2021 Annual Report
115
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
under the ABL Facility. If at any time the outstanding amount under the ABL Facility exceeds the lesser of (i) the aggregate
revolving commitments and (ii) the borrowing base, the Company will be required to prepay outstanding amounts or cash
collateralize letter of credit obligations under the ABL Facility.
Outstanding amounts under the Amended Credit Agreement bear interest at a rate per annum equal to, at the applicable
borrower’s election: (i) in the case of loans denominated in U.S. dollars, such loans shall be comprised entirely of Alternate
Base Rate (‘‘ABR’’) loans and London Inter-Bank Offered (‘‘LIBO’’) Rate loans and (ii) in the case of loans denominated in
Canadian dollars, such loans shall be comprised entirely of Canadian Prime Rate loans and Canadian Dollar Offered Rate
(‘‘CDOR’’) loans, in each case as set forth in the Amended Credit Agreement, plus an interest rate margin based on average
quarterly availability ranging from (i) in the case of ABR loans and Canadian Prime Rate loans, 0.25% to 0.75%; provided
that if ABR or the Canadian Prime Rate is less than 1.00%, such rate shall be deemed to be 1.00%, as applicable, and (ii) in
the case of LIBO Rate loans and CDOR Loans, 1.25% to 1.75%; provided that if the CDOR or LIBO Rate is less than 0.00%,
such rate shall be deemed to be 0.00%, as applicable.
The Amended Credit Agreement contains customary representations and warranties, events of default and financial,
affirmative and negative covenants for facilities of this type, including but not limited to a springing financial covenant
relating to a fixed charge coverage ratio, and restrictions on indebtedness, liens, investments and acquisitions, asset
dispositions, restricted payments and prepayment of certain indebtedness. The Company was in compliance with all
covenants related to the Amended Credit Agreement as of February 26, 2022.
As of February 26, 2022 and February 27, 2021, unamortized deferred financing costs associated with the Company's
revolving credit facilities were $7.4 million and $6.1 million, respectively, and were recorded in other assets in the
Company's consolidated balance sheets.
The Company amortizes deferred financing costs for the Notes and the ABL Facility over their respective terms and such
amortization is included in interest expense, net in the consolidated statements of operations. Interest expense related to
the Notes and the revolving credit facilities, including the commitment fee and the amortization of deferred financing
costs, was approximately $64.1 million, $73.6 million, and $73.0 million for the fiscal years ended February 26, 2022,
February 27, 2021, and February 29, 2020, respectively.
8. PROVISION FOR INCOME TAXES
The components of the (benefit) provision for income taxes are as follows:
February 26,
2022
February 27,
2021
February 29,
2020
Fiscal Year Ended
$ (43,740)
$(336,506)
$
2,455
3,397
(40,343)
1,211
(335,295)
(7,973)
(5,518)
73,006
54,304
127,310
$ 86,967
150,861
(1,555)
149,306
(124,578)
(20,941)
(145,519)
$(185,989)
$(151,037)
(in thousands)
Current:
Federal
State and local
Deferred:
Federal
State and local
116
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At February 26, 2022 and February 27, 2021, included in other assets are net deferred income tax assets of $(0.1) million
and $130.0 million, respectively. These amounts represent the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
The significant components of the Company’s deferred tax assets and liabilities consist of the following:
(in thousands)
Deferred tax assets:
Inventories
Operating lease liabilities
Insurance
Stock-based compensation
Merchandise credits and gift card liabilities
Accrued expenses
Intangibles
Goodwill
Carryforwards and other tax credits
Other
Valuation allowance:
Deferred tax liabilities:
Depreciation
Prepaid expenses
Operating lease assets
Other
February 26,
2022
February 27,
2021
$
4,077
473,397
$ 13,040
484,290
6,416
1,592
56,690
23,412
1,685
90
189,746
34,991
9,086
1,014
52,584
31,914
1,008
1,596
86,914
34,104
(249,529)
(26,011)
(146,970)
(1,155)
(376,079)
(18,499)
(105,649)
(26,356)
(409,535)
(17,977)
$
(136)
$ 130,022
At February 26, 2022, the Company has federal net operating loss carryforwards of $67.2 million (tax effected), of which
$4.6 million will expire between 2025 and 2039, state net operating loss carryforwards of $87.1 million (tax effected),
which will expire between 2021 and 2041, California state enterprise zone credit carryforwards of $2.1 million (tax
effected), which will expire in 2023, but require taxable income in the enterprise zone to be realizable.
In assessing the recoverability of its deferred tax assets, the Company evaluates the available objective positive and
negative evidence to estimate whether it is more likely than not that sufficient future taxable income will be generated to
permit use of existing deferred tax assets in each taxpaying jurisdiction. For any deferred tax asset in excess of the amount
for which it is more likely than not that the Company will realize a benefit, the Company establishes a valuation allowance.
A valuation allowance is a non-cash charge, and does not limit the Company's ability to utilize its deferred tax assets,
including its ability to utilize tax loss and credit carryforward amounts, against future taxable income.
The Company assessed all available positive and negative evidence to estimate whether sufficient future taxable income
will be generated to permit use of existing deferred tax assets in each taxpaying jurisdiction. On the basis of this
evaluation, as of February 26, 2022, a valuation allowance of $224.3 million was recorded against the Company's net
federal and state deferred tax assets as it is not more likely than not that these assets would be realized.
As of February 26, 2022 and February 27, 2021, the Company had also recorded a valuation allowance of $25.2 million and
$15.5 million, respectively, relative to the Company's Canadian net deferred tax asset, as the Company did not believe the
deferred tax assets in that jurisdiction were more likely than not to be realized.
2021 Annual Report
117
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the activity related to the gross unrecognized tax benefits from uncertain tax positions:
(in thousands)
Balance at beginning of year
Increase related to current year positions
Decrease related to prior year positions
Settlements
Lapse of statute of limitations
February 26,
2022
February 27,
2021
$105,749
$ 51,781
1,125
(1,902)
(2,340)
(7,114)
69,106
(2,797)
(4,981)
(7,360)
Balance at end of year
$ 95,518
$105,749
Gross unrecognized tax benefits are classified in non-current income taxes payable (or a contra deferred tax asset) on the
consolidated balance sheet for uncertain tax positions taken (or expected to be taken) on a tax return. As of February 26,
2022 and February 27, 2021, approximately $95.5 million and $105.7 million, respectively, of gross unrecognized tax
benefits would impact the Company’s effective tax rate. As of February 26, 2022 and February 27, 2021, the liability for
gross unrecognized tax benefits included approximately $8.6 million and $8.1 million, respectively, of accrued interest.
The Company recognizes interest and penalties for unrecognized tax benefits, as applicable, in income tax expense. The
Company recorded an increase to accrued interest of approximately $0.5 million for the fiscal year ended February 26,
2022 and a decrease of approximately $1.5 million for the fiscal year ended February 27, 2021 for gross unrecognized tax
benefits in the consolidated statement of earnings.
The Company anticipates that any adjustments to gross unrecognized tax benefits which will impact income tax expense,
due to the expiration of statutes of limitations, could be approximately $5.8 million in the next twelve months. However,
actual results could differ from those currently anticipated.
As of February 26, 2022, the Company operated in all 50 states, the District of Columbia, Puerto Rico, Canada, and Mexico
and files income tax returns in the United States and various state, local and international jurisdictions. The Company is
currently under examination by the Internal Revenue Service for the tax year 2017. The Company is open to examination
for state, foreign and local jurisdictions with varying statutes of limitations, generally ranging from 3 to 5 years.
The following table summarizes the reconciliation between the effective income tax rate and the federal statutory rate:
Fiscal Year Ended
February 26,
2022
February 27,
2021
February 29,
2020
21.00%
21.00%
21.00%
3.87
2.16
—
(0.81)
0.38
0.94
(48.01)
1.60
0.47
3.94
1.63
—
(3.18)
0.41
35.98
(7.74)
0.78
2.35
4.28
1.33
(4.84)
(3.07)
0.49
—
—
0.90
(0.34)
(18.40)%
55.17%
19.75%
Federal statutory rate
State income tax rate, net of federal impact
Uncertain tax positions
Goodwill non-deductible impairment charges
Tax deficiencies related to stock-based compensation
Tax credits
CARES Act
Valuation Allowance
Canadian Branch Earnings
Other
118
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. TRANSACTIONS AND BALANCES WITH RELATED PARTIES
On April 21, 2019, Warren Eisenberg and Leonard Feinstein transitioned to the role of Co-Founders and Co-Chairmen
Emeriti of the Board of Directors of the Company. As a result of this transition, Messrs. Eisenberg and Feinstein ceased to
be officers of the Company effective as of April 21, 2019, and became entitled to the payments and benefits provided
under their employment agreements that apply in the case of termination without cause, which generally include
continued senior status payments until May 2027 and continued participation for Co-Founders (and their spouses, if
applicable) at the Company’s expense in employee plans and programs. In addition, the Co-Founders remain entitled to
supplemental pension payments specified in their employment agreements of $200,000 per year (as adjusted for a cost of
living increase), until the death of the survivor of the applicable Co-Founder and his spouse, reduced by the continued
senior status payments referenced above.
Pursuant to their respective restricted stock and performance stock unit agreements, shares of restricted stock and
performance-based stock units granted to Messrs. Eisenberg and Feinstein vested upon their resignation as members of
the Board of Directors effective May 1, 2019, subject, however, to attainment of any applicable performance goals and the
certification of the applicable performance-based tests by the Compensation Committee, as provided under their award
agreements.
10. LEASES
The Company leases retail stores, as well as distribution facilities, offices and equipment, under agreements expiring at
various dates through 2041. The leases provide for original lease terms that generally range from 10 to 15 years and most
leases provide for a series of five year renewal options, often at increased rents, the exercise of which is at the Company's
sole discretion. Certain leases provide for contingent rents (which are based upon store sales exceeding stipulated
amounts and are immaterial in Fiscal 2021, 2020, and 2019), scheduled rent increases and renewal options. The Company
is obligated under a majority of the leases to pay for taxes, insurance and common area maintenance charges.
The Company subleases certain real estate to unrelated third parties, all of which have been classified as operating leases.
The Company recognizes sublease income on a straight-line basis over the sublease term, which generally ranges from
5 to 10 years. Most sublease arrangements provide for a series of five year renewal options, the exercise of which are at the
Company's sole discretion.
The Company regularly negotiates lease terms with landlords, including in connection with its transformation initiatives.
Beginning in the first quarter of Fiscal 2020, in order to maintain liquidity given temporary store closures as a result of the
COVID-19 pandemic (see ‘‘Impact of the COVID-19 Pandemic,’’ Note 2), the Company withheld portions of and/or
delayed or deferred payments to certain landlords, including in connection with renegotiations of lease terms. In some
instances, the renegotiations led to agreements with landlords for rent abatements or rental deferrals. In Fiscal 2021, the
Company has continued to withhold payments to certain landlords in connection with certain negotiations of payment
terms. Total payments withheld and/or delayed or deferred as of February 26, 2022 and February 27, 2021 were
approximately $1.9 million and $9.6 million, respectively, and are included in current liabilities.
In accordance with the FASB’s Staff Q&A regarding rent concessions related to the effects of the COVID-19 pandemic,
the Company has elected to account for the concessions agreed to by landlords that do not result in a substantial increase
in the rights of the lessor or the obligations of the lessee as though enforceable rights and obligations for those
concessions existed in the original lease agreements and the Company has elected to not remeasure the related lease
liabilities and right-of-use assets. For qualifying rent abatement concessions, the Company has recorded negative lease
expense for the amount of the concession during the period of relief, and for qualifying deferrals of rental payments, the
Company has recognized a non-interest bearing payable in lieu of recognizing a decrease in cash for the lease payment
that would have been made based on the original terms of the lease agreement, which will be reduced when the deferred
payment is made in the future. During the fiscal year ended February 26, 2022 and February 27, 2021, the Company
recognized reduced rent expense of $2.7 million and $10.3 million, respectively, related to rent abatement concessions.
2021 Annual Report
119
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of total lease cost for the fiscal year ended February 26, 2022 and February 27, 2021 were as follows:
(in thousands)
Operating lease cost
Finance lease cost:
Statement of Operations Location
February 26, 2022
February 27, 2021
Cost of sales and SG&A
$449,394
$582,168
Depreciation of property
SG&A
Interest on lease liabilities
Interest expense, net
Variable lease cost
Sublease income
Total lease cost
Cost of sales and SG&A
SG&A
184
1,886
152,259
(43,922)
$559,801
2,500
7,755
189,485
(12,574)
$769,334
As of February 26, 2022 and February 27, 2021, assets and liabilities related to the Company's operating and finance leases
were as follows:
(in thousands)
Assets
Operating leases
Finance leases
Total Lease assets
Liabilities
Current:
Operating leases
Finance leases
Noncurrent:
Operating leases
Finance leases
Total lease liabilities
Consolidated Balance Sheet Location
February 26, 2022
February 27, 2021
Operating lease assets
Property and equipment, net
$1,562,857
$1,587,101
38,790
—
$1,601,647
$1,587,101
Current operating lease liabilities
$ 346,506
$ 360,061
Accrued expenses and other current liabilities
2,494
—
Operating lease liabilities
Other liabilities
1,508,002
35,447
1,509,767
—
$1,892,449
$1,869,828
At February 26, 2022, the Company has entered into two operating leases, which have not yet commenced, for a regional
distribution center and a store, both expected to open in Fiscal 2022. The aggregate minimum rental payments over the
term of the lease of approximately $107.2 million and $4.1 million, respectively, are not included in the above table.
As of February 26, 2022, the Company's lease liabilities mature as follows:
(in thousands)
Fiscal Year:
2022
2023
2024
2025
2026
Thereafter
Total lease payments
Less imputed interest
Present value of lease liabilities
120
Operating Leases
Finance Leases
$ 444,562
$ 7,369
388,183
334,178
272,790
202,690
643,824
$2,286,227
(431,719)
$1,854,508
11,636
11,636
11,636
11,636
59,531
$113,444
(75,503)
$ 37,941
The Company's lease terms and discount rates were as follows:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Weighted-average remaining lease term (in years)
Operating leases
Finance leases
Weighted-average discount rate
Operating leases
Finance leases
February 26, 2022
February 27, 2021
7.0 years
10.0 years
6.0%
8.4%
6.8 years
—
6.4%
—%
Other information with respect to the Company's leases is as follows:
(in thousands)
February 26, 2022
February 27, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Operating lease assets obtained in exchange for new operating lease liabilities
Financing lease assets obtained in exchange for new financing lease liabilities
$450,082
$646,981
1,886
1,033
359,933
38,974
9,295
—
305,614
—
In Fiscal 2019, the Company completed a sale-leaseback transaction on approximately 2.1 million square feet of owned
real estate, which generated approximately $267.3 million in proceeds. As a result of the transaction, the Company
recorded a loss, including transaction costs of approximately $5.7 million, of approximately $33.1 million which is included
in selling, general and administrative expenses in the consolidated statement of operations for the fiscal year ended
February 29, 2020. All leases entered into as a result of the sale-leaseback transaction were classified as operating leases.
For certain assets included in the transaction, the Company determined that the fair value of the assets was less than the
consideration received. As a result, the Company recognized a financing obligation in the amount of $14.5 million, for the
additional financing obtained from the buyer. As of February 26, 2022 and February 27, 2021, the financing obligation
amounted to approximately $13.0 million and $13.8 million, respectively, of which approximately $0.7 million and
$0.7 million, respectively, is included in accrued expenses and other current liabilities, and approximately $12.3 million and
$13.1 million, respectively, is included in other liabilities, in the consolidated balance sheets.
11. EMPLOYEE BENEFIT PLANS
Defined Contribution Plans
The Company has three defined contribution savings plans covering all eligible employees of the Company (the ‘‘Plans’’).
Participants of the Plans may defer annual pre-tax compensation subject to statutory and Plan limitations. In addition, a
certain percentage of an employee’s contributions are matched by the Company and vest over a specified period of time,
subject to certain statutory and Plan limitations. The Company’s match was approximately $6.2 million, $10.6 million, and
$13.7 million for Fiscal 2021, 2020, and 2019, respectively, which was expensed as incurred.
Defined Benefit Plan
During Fiscal 2020, upon the divestiture of CTS, the Company retained liability for a non-contributory defined benefit
pension plan for CTS employees hired on or before July 31, 2003, who met specified age and length-of-service
requirements.
During Fiscal 2021, the Company received final approval to terminate the plan, upon which the Company contributed
$5.1 million to the plan. Using plan assets, the Company purchased a non-participating group annuity contract for certain
participants and made lump sum distributions to all remaining participants. Net periodic pension cost included in the
consolidated statement of operations includes the pre-tax release of $13.5 million from other comprehensive income in
connection with the settlement of the plan, which is recorded within loss on sale of businesses. As of February 26, 2022,
the Company had no liability remaining related to the plan.
2021 Annual Report
121
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During Fiscal 2020, the Company released $2.1 million from other comprehensive income in connection with the partial
settlement of the plan, recorded within loss on sale of businesses, including impairment of assets held for sale, in the
consolidated statements of operations. In addition, as of February 27, 2021, the Company recognized a loss of
$8.4 million, net of tax of $3.0 million, within accumulated other comprehensive loss. As of February 27, 2021, the
Company had liabilities of $3.6 million, which is included in other liabilities in the Company's consolidated balance sheets.
The remaining net periodic pension cost recorded during Fiscal 2021, 2020, and 2019 was not material to the Company’s
results of operations.
12. COMMITMENTS AND CONTINGENCIES
A putative securities class action was filed on April 14, 2020 against the Company and three of its officers and/or directors
(Mark Tritton, Mary Winston (the Company’s former Interim Chief Executive Officer) and Robyn D’Elia (the Company’s
former Chief Financial Officer and Treasurer)) in the United States District Court for the District of New Jersey (the ‘‘New
Jersey federal court’’). The case, which is captioned Vitiello v. Bed Bath & Beyond Inc., et al., Case No. 2:20-cv-04240-MCA-
MAH, asserts claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’) on behalf of a
putative class of purchasers of the Company’s securities from October 2, 2019 through February 11, 2020. The Complaint
alleges that certain of the Company’s disclosures about financial performance and certain other public statements during
the putative class period were materially false or misleading. A similar putative securities class action, asserting the same
claims on behalf of the same putative class against the same defendants, was filed on April 30, 2020. That case, captioned
Kirkland v. Bed Bath & Beyond Inc., et al., Case No. 1:20-cv-05339-MCA-MAH, is also pending in the United States District
Court for the District of New Jersey. On August 14, 2020, the court consolidated the two cases and appointed Kavin
Bakhda as lead plaintiff pursuant to the Private Securities Litigation Reform Act of 1995 (as consolidated, the ‘‘Securities
Class Action’’). Lead plaintiff and additional named plaintiff Richard Lipka filed an Amended Class Action Complaint on
October 20, 2020, on behalf of a putative class of purchasers of the Company’s securities from September 4, 2019
through February 11, 2020. Defendants moved to dismiss the Amended Complaint on December 21, 2020.
After a mediation held in August 2021, a settlement in principle was reached between the Company and lead plaintiff in the
Securities Class Action. The settlement has been executed and was preliminarily approved by the New Jersey Federal
Court in February 2022. If the settlement is granted final approval, the Securities Class Action will be fully resolved and the
matter will be dismissed. The Company has recorded a liability for the Securities Class Action, based on the agreed
settlement amount and insurance coverage available.
On July 10, 2020, the first of three related shareholder derivative actions was filed in the New Jersey federal court on behalf
of the Company against various present and former directors and officers. The case, which is captioned Salu v. Tritton, et
al., Case No. 2:20-cv-08673-MCA-MAH (D.N.J.), asserts claims under §§ 10(b) and 20(a) of the Exchange Act and for
breach of fiduciary duty, unjust enrichment, and waste of corporate assets under state law arising from the events
underlying the securities class actions described above and from the Company’s repurchases of its own shares during the
class period pled in the securities cases. The two other derivative actions, which assert similar claims, are captioned
Grooms v. Tritton, et al., Case No. 2:20-cv-09610-SDW-RDW (D.N.J.) (filed July 29, 2020), and Mantia v. Fleming, et al., Case
No. 2:20-cv-09763-MCA-MAH (D.N.J.) (filed July 31, 2020). On August 5, 2020, the court signed a stipulation by the
parties in the Salu case to stay that action pending disposition of a motion to dismiss in the Securities Class Action, subject
to various terms outlined in the stipulation. The parties in all three derivative cases have moved to consolidate them and
to apply the Salu stay of proceedings to all three actions. The court granted the motion on October 14, 2020, but the stay
was subsequently lifted. On January 4, 2022, the defendants filed a motion to dismiss this case.
On August 28, 2020, another related shareholder derivative action, captioned Schneider v. Tritton, et al., Index No
516051/2020, was filed in the Supreme Court of the State of New York, County of Kings. The claims pled in the Schneider
case are similar to those pled in the three federal derivative cases, except that the Schneider complaint does not plead
claims under the Exchange Act. On September 21, 2020, the parties filed a stipulation seeking to stay that action pending
disposition of a motion to dismiss in the securities class action, subject to various terms and conditions.
On June 11, 2021, an additional related derivative action was filed on behalf of the Company against certain present and
former directors and officers. This Complaint is entitled Michael Anthony v Mark Tritton et. al., Index No. 514167/2021 and
122
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
was filed in the Supreme Court of the State of New York, Kings County. The claims are substantially the same as in the
other two derivative actions. On October 26, 2021, the court consolidated the Schneider and Anthony actions, and the
plaintiffs subsequently filed a consolidated complaint. On January 10, 2022, the defendants filed a motion to dismiss this
case.
The derivative cases were not included in the August 2021 settlement referred to above, but after mediation, a settlement
in principle was reached subsequent to year-end. The settlement remains subject to documentation and must be
approved by the Court.
The District Attorney's office for the County of Ventura, together with District Attorneys for other counties in California
(together, the ‘‘District Attorneys’’), recently concluded an investigation regarding the management and disposal at the
Company’s stores in California of certain materials that may be deemed hazardous or universal waste under California law.
On March 19, 2019, the District Attorneys provided the Company with a settlement demand that included a proposed civil
penalty, reimbursement of investigation costs, and certain injunctive relief, including modifications to the Company’s
existing compliance program, which already includes associate training, ongoing review of disposal rules applicable to
various product categories, and specialized third-party disposal. During Fiscal 2020, the Company and the District
Attorneys agreed to final terms on a settlement payment of approximately $1.5 million to resolve the matter. The
Company has also agreed to spend $171,000 over the next 36 months on refinements to its compliance program. The
Company and District Attorneys executed a Stipulated Judgment to this effect, which was recently filed with the court. As
of February 29, 2020, the Company had recorded an accrual for the estimated probable loss for this matter, and the
Company made the related settlement payment during the fourth quarter of Fiscal 2020.
On April 21, 2019, Warren Eisenberg and Leonard Feinstein transitioned to the role of Co-Founders and Co-Chairmen
Emeriti of the Board of Directors of the Company. As a result of this transition, Mr. Eisenberg and Mr. Feinstein ceased to
be officers of the Company effective as of April 21, 2019, and became entitled to the payments and benefits provided
under their employment agreements that apply in the case of a termination without cause, which generally include
continued senior status payments until May 2027 and continued participation for the Co-Founders (and their spouses, if
applicable) at the Company’s expense in employee plans and programs. In addition, the Co-Founders remain entitled to
supplemental pension payments specified in their employment agreements of $200,000 per year (as adjusted for a cost of
living increase), until the death of the survivor of the applicable Co-Founder and his spouse, reduced by the continued
senior status payments referenced above.
Pursuant to their respective restricted stock and performance stock unit agreements, shares of restricted stock and
performance-based stock units granted to Messrs. Eisenberg and Feinstein vested upon their resignation as members of
the Board of Directors effective May 1, 2019, subject, however, to attainment of any applicable performance goals and the
certification of the applicable performance-based tests by the Compensation Committee, as provided under their award
agreements.
The Company’s former Chief Executive Officer (the ‘‘Former CEO’’) departed the Company effective as of May 12, 2019.
In accordance with the terms of the Former CEO's employment and equity award agreements, the Former CEO was
entitled to three times his then-current salary, payable over three years in normal payroll installments, except that any
amount due prior to the six months after his departure, was paid in a lump sum after such six month period. Such amounts
will be reduced by any compensation earned with any subsequent employer or otherwise and will be subject to the Former
CEO's compliance with a one-year non-competition and non-solicitation covenant. On October 21, 2019, the Former
CEO entered into an agreement (the ‘‘Former CEO PSU Settlement Agreement’’) with the Company to reduce the PSUs
held by him by an excess amount of outstanding PSUs granted to the Former CEO in the Company’s 2018 fiscal year as a
result of the use of the Fiscal 2017 peer group in lieu of the Fiscal 2018 peer group. Further, as a result of this departure, the
time-vesting component of the Former CEO's stock-based awards accelerated, including (i) stock options (which were
‘‘underwater’’ and expired without having been exercised by the Former CEO), (ii) PSU awards which had previously met
the related performance-based test, had been certified by the Compensation Committee, and remained subject solely to
time-vesting, and (iii) PSU awards (assuming target level of performance) which remain subject to attainment of any
performance goals and the certification of the applicable performance-based tests by the Compensation Committee, as
provided under his award agreements and subject to the terms of the Former CEO PSU Settlement Agreement.
In addition, the Company maintains employment agreements with other executives which provide for severance pay.
2021 Annual Report
123
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In connection with the sale of PMall (see ‘‘Assets Held for Sale and Divestitures’’, Note 16), the Company agreed to
indemnify 1-800-FLOWERS.COM for certain litigation matters then existing at the time of the close of the transaction,
including certain matters for which the Company is entitled to indemnification from the former owner of PMall in
connection with the Company's purchase of PMall in Fiscal 2016. During Fiscal 2021, the Company recorded a liability for
one such matter and a corresponding asset based on the Company's assessment of the ability to recover the expected
loss under the indemnification provided at the time of its purchase of PMall.
The Company records an estimated liability related to its various claims and legal actions arising in the ordinary course of
business when and to the extent that it concludes a liability is probable and the amount of the loss can be reasonably
estimated. Such estimated loss is based on available information and advice from outside counsel, where appropriate. As
additional information becomes available, the Company reassesses the potential liability related to claims and legal
actions and revises its estimated liabilities, as appropriate. The Company expects the ultimate disposition of these
matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or
liquidity. The Company also cannot predict the nature and validity of claims which could be asserted in the future, and
future claims could have a material impact on its earnings.
13. SUPPLEMENTAL CASH FLOW INFORMATION
The Company paid income taxes of $5.2 million, $4.8 million, and $44.8 million in Fiscal 2021, 2020, and 2019, respectively.
In addition, the Company had interest payments of approximately $66.0 million, $75.5 million, and $81.2 million in Fiscal
2021, 2020, and 2019, respectively.
In Fiscal 2021, the Company acquired property, plant and equipment of approximately $39.0 million under finance lease
arrangements.
The Company recorded an accrual for capital expenditures of $63.4 million, $44.6 million, and $36.9 million as of
February 26, 2022, February 27, 2021, and February 29, 2020, respectively.
In addition, the Company recorded an accrual for dividends payable of $0.9 million, $2.1 million, $26.4 million as of
February 26, 2022, February 27, 2021, and February 29, 2020, respectively.
14. SHAREHOLDERS' EQUITY
The Company has authorization to make repurchases of shares of the Company’s common stock from time to time in the
open market or through other parameters approved by the Board of Directors pursuant to existing rules and regulations.
Between December 2004 and April 2021, the Company’s Board of Directors authorized, through several share repurchase
programs, the repurchase of $12.950 billion of its shares of common stock. The Company also acquires shares of its
common stock to cover employee related taxes withheld on vested restricted stock, restricted stock units and
performance stock unit awards. Since the initial authorization in December 2004, the aggregate total of common stock
repurchased is approximately 262.2 million shares for a total cost of approximately $11.685 billion. The Company had
approximately $1.267 billion remaining of authorized share repurchases as of February 26, 2022.
Decisions regarding share repurchases are within the discretion of the Board of Directors, and are influenced by a number
of factors, including the price of the Company's common stock, general business and economic conditions, the
Company's financial condition and operating results, the emergence of alternative investment or acquisition
opportunities, changes in business strategy and other factors. The Company's share repurchase program could change,
and could be influenced by several factors, including business and market conditions, such as the impact of the COVID-19
pandemic. The Company reviews its alternatives with respect to its capital structure on an ongoing basis. Any future share
repurchases will be subject to the determination of the Board of Directors, based on an evaluation of the Company's
earnings, financial condition and requirements, business conditions and other factors, including the restrictions on share
repurchases under the ABL Facility (see ‘‘Long Term Debt,’’ Note 7).
In connection with its share repurchase program, during the twelve months ended February 26, 2022, the Company
repurchased approximately 27.7 million shares of its common stock, at a total cost of approximately $574.9 million,
124
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
including fees. Additionally, during the twelve months ended February 26, 2022, the Company repurchased approximately
0.6 million shares of its common stock, at a total cost of approximately $14.5 million, to cover employee related taxes
withheld on vested restricted stock, restricted stock unit awards and performance stock unit awards.
In the first quarter of Fiscal 2020, the Company had postponed share repurchases, but lifted this postponement in
October 2020. In October 2020, the Company entered into an accelerated share repurchase agreement with JPMorgan
Chase Bank, National Association to repurchase $225.0 million of its common stock, subject to market conditions, which
settled in the fourth quarter of Fiscal 2020, resulting in the repurchase of a total of 10.8 million shares. In January 2021, the
Company entered into a second accelerated share repurchase agreement to repurchase an aggregate $150.0 million of its
common stock, subject to market conditions. This resulted in the repurchase of 5.0 million shares in the fourth quarter of
Fiscal 2020, and an additional 0.2 million shares received upon final settlement in the first quarter of Fiscal 2021.
During Fiscal 2016, the Company’s Board of Directors authorized a quarterly dividend program. In March 2020, the
Company suspended its future quarterly declarations of cash dividends as a result of the COVID-19 pandemic. During
Fiscal 2021, 2020, and 2019, total cash dividends of $0.7 million, $23.1 million, and $85.5 million, respectively, were paid.
Any future quarterly cash dividend payments on its common stock will be subject to the determination by the Board of
Directors, based on an evaluation of the Company’s earnings, financial condition and requirements, business conditions
and other factors, including the restrictions on the payment of dividends contained in the Amended Credit Agreement
(see ‘‘Long Term Debt,’’ Note 7).
Cash dividends, if any, are accrued as a liability on the Company’s consolidated balance sheets and recorded as a decrease
to retained earnings when declared.
15. STOCK-BASED COMPENSATION
The Company measures all stock-based compensation awards for employees and non-employee directors using a fair
value method and records such expense, net of estimated forfeitures, in its consolidated financial statements. Currently,
the Company’s stock-based compensation relates to restricted stock awards, restricted stock units, performance stock
units, and stock options. The Company’s restricted stock awards are considered nonvested share awards.
Stock-based compensation expense for the fiscal year ended February 26, 2022, February 27, 2021, and February 29,
2020 was approximately $35.1 million, $31.6 million, and $45.7 million, respectively. In addition, the amount of stock-
based compensation cost capitalized for the years ended February 26, 2022 and February 27, 2021 was approximately
$1.0 million and $0.8 million, respectively.
Incentive Compensation Plans
The Company may grant awards under the Bed Bath & Beyond 2018 Incentive Compensation Plan (the ‘‘2018 Plan’’) and
the Bed Bath & Beyond 2012 Incentive Compensation Plan (the ‘‘2012 Plan’’). The 2018 Plan includes an aggregate of
4.6 million common shares authorized for issuance of awards permitted under the 2018 Plan, including stock options,
stock appreciation rights, restricted stock awards, performance awards and other stock based awards. The 2018 Plan
supplements the 2012 Plan, which amended and restated the Bed Bath & Beyond 2004 Incentive Compensation Plan (the
‘‘2004 Plan’’). The 2012 Plan includes an aggregate of 43.2 million common shares authorized for issuance of awards
permitted under the 2012 Plan (similar to the 2018 Plan). Outstanding awards that were covered by the 2004 Plan continue
to be in effect under the 2012 Plan.
The terms of the 2012 Plan and the 2018 Plan are substantially similar and enable the Company to offer incentive
compensation through stock options (whether nonqualified stock options or incentive stock options), restricted stock
awards, stock appreciation rights, performance awards and other stock based awards, and cash-based awards. Grants are
determined by the Compensation Committee of the Board of Directors of the Company for those awards granted to
executive officers, and by the Board of Directors of the Company for awards granted to non-employee directors. Stock
option grants generally become exercisable in either three or five equal annual installments beginning one year from the
date of grant. Restricted stock awards generally become vested in five to seven equal annual installments beginning one
to three years from the date of grant. Restricted stock units generally become vested in one to three equal annual
2021 Annual Report
125
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
installments beginning one year from the date of grant. Performance stock units generally vest at the end of the
performance period dependent on the Company's achievement of performance-based tests. Vesting of each of these
types of awards is subject, in general, to the recipient remaining in the Company's service on specified vesting dates.
The Company generally issues new shares for stock option exercises, restricted stock awards and vesting of restricted
stock units and performance stock units. The 2018 Plan expires in May 2028. The 2012 Plan expires in May 2022.
As described in further detail below, in Fiscal 2020 and 2019, the Company granted stock-based awards to certain of the
Company’s new executive officers as inducements material to their commencement of employment and entry into an
employment agreement with the Company. The inducement awards were made in accordance with Nasdaq Listing Rule
5635(c)(4) and were not made under the 2012 Plan or the 2018 Plan.
Restricted Stock Awards
Restricted stock awards are issued and measured at fair market value on the date of grant and generally become vested in
five to seven equal annual installments beginning one to three years from the date of grant, subject, in general, to the
recipient remaining in the Company’s service on specified vesting dates. Vesting of restricted stock is based solely on time
vesting. As of February 26, 2022, unrecognized compensation expense related to the unvested portion of the Company’s
restricted stock awards was $8.9 million, which is expected to be recognized over a weighted average period of 2.3 years.
Changes in the Company’s restricted stock awards for the fiscal year ended February 26, 2022 were as follows:
(Shares in thousands)
Unvested restricted stock awards, beginning of period
Granted
Vested
Forfeited
Unvested restricted stock awards, end of period
Restricted Stock Units (‘‘RSUs’’)
Number of
Restricted
Shares
Weighted Average
Grant-Date Fair
Value
935
47
(324)
(186)
472
$34.34
29.58
39.01
29.96
$32.38
RSUs are issued and measured at fair market value on the date of grant and generally become vested in one to three equal
annual installments beginning one year from the date of grant, subject, in general, to the recipient remaining in the
Company’s service on specified vesting dates. RSUs are converted into shares of common stock upon vesting. As of
February 26, 2022, unrecognized compensation expense related to the unvested portion of the Company’s RSUs was
$29.7 million, which is expected to be recognized over a weighted average period of 1.9 years.
Changes in the Company’s RSUs for the fiscal year ended February 26, 2022 were as follows:
(Shares in thousands)
Unvested restricted stock units, beginning of period
Granted
Vested
Forfeited
Unvested restricted stock units, end of period
Number of
Restricted Stock
Units
Weighted Average
Grant-Date Fair
Value
2,270
1,108
(420)
(358)
2,600
$14.04
24.91
17.03
22.16
$17.07
126
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Performance Stock Units (‘‘PSUs’’)
PSUs are issued and measured at fair market value on the date of grant using the following performance periods and
performance metrics. The performance metrics generally include one or more of Earnings Before Interest and Taxes
(‘‘EBIT’’), Total Shareholder Return relative to a peer group (‘‘TSR’’), Return on Invested Capital (‘‘ROIC’’) or Gross Margin
Percentage (‘‘GM’’) compared with the Company's peer groups as determined by the Compensation Committee of the
Company's Board of Directors.
Fiscal Year
Performance Period
Performance Metrics
Target Achievement Range (%)
2019
2020
2021
3 years
3 years
3 years
TSR and EBIT
TSR
TSR and GM
0% - 150%
0% - 150%
0% - 200%
For the PSUs granted in Fiscal 2018, the three year performance-based tests based on a combination of EBIT margin and
ROIC were not met in the first quarter of Fiscal 2021 and therefore, there was no payment of these awards following
vesting.
Vesting of PSUs awarded to certain of the Company’s executives is dependent on the Company’s achievement of a
performance-based test from the date of grant, during the performance period and, assuming achievement of the
performance-based test, vest at the end of the performance period noted above, subject, in general, to the executive
remaining in the Company’s service on specified vesting dates. PSUs are converted into shares of common stock upon
payment following vesting. Upon grant of the PSUs, the Company recognizes compensation expense related to these
awards based on the Company’s estimate of the percentage of the award that will be achieved. The Company evaluates
the estimate on these awards on a quarterly basis and adjusts compensation expense related to these awards, as
appropriate. As of February 26, 2022, there was $15.8 million of unrecognized compensation expense associated with
these awards, which is expected to be recognized over a weighted average period of 2.0 years.
The fair value of the PSUs granted in Fiscal 2021 for which performance during the three-year period will be based on a
relative three-year Total Shareholder Return (‘‘TSR’’) goal relative to a peer group was estimated on the date of the grant
using a Monte Carlo simulation that uses the assumptions noted in the following table.
Monte Carlo Simulation Assumptions
Risk Free Interest Rate
Expected Dividend Yield
Expected Volatility
Expected Term (in years)
Changes in the Company’s PSUs for the fiscal year ended February 26, 2022 were as follows:
Fiscal Year Ended
February 26, 2022
0.29%
—%
52.21%
3 years
(Shares in thousands)
Unvested performance stock units, beginning of period
Granted
Vested
Forfeited
Unvested performance stock units, end of period
Stock Options
Number of
Performance
Stock Units
Weighted Average
Grant-Date Fair
Value
1,475
634
(17)
(794)
1,298
$14.36
29.00
12.38
17.62
$19.55
Stock option grants were issued at fair market value on the date of grant and generally became exercisable in either three
or five equal annual installments beginning one year from the date of grant, subject, in general, to the recipient remaining
in the Company’s service on specified vesting dates. Option grants expired eight years after the date of grant. All option
grants were nonqualified. During the fiscal year ended February 27, 2021, the remaining 822,633 options outstanding were
forfeited and there were no options outstanding as of February 27, 2021.
2021 Annual Report
127
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the fiscal years ended February 26, 2022 and February 27, 2021, no stock options were granted. For stock options
granted in Fiscal 2019, the fair value of these stock options granted were estimated on the date of grant using a Black-
Scholes option-pricing model that used the assumptions noted in the table below. The weighted average fair value for the
stock options granted in Fiscal 2019 was $4.18.
Black-Scholes Valuation Assumptions (1)
Weighted Average Expected Life (in years) (2)
Weighted Average Expected Volatility (3)
Weighted Average Risk Free Interest Rates (4)
Expected Dividend Yield (5)
Fiscal Year Ended
February 29, 2020
7.6 years
39.41%
2.39%
4.34%
(1)
(2)
(3)
(4)
(5)
Forfeitures were estimated based on historical experience.
The expected life of stock options was estimated based on historical experience.
Expected volatility was based on the average of historical and implied volatility. The historical volatility was determined by observing actual
prices of the Company’s stock over a period commensurate with the expected life of the awards. The implied volatility represented the
implied volatility of the Company’s call options, which were actively traded on multiple exchanges, had remaining maturities in excess of
twelve months, had market prices close to the exercise prices of the employee stock options and were measured on the stock option grant
date.
Based on the U.S. Treasury constant maturity interest rate whose term was consistent with the expected life of the stock options.
Expected dividend yield was estimated based on anticipated dividend payouts.
No stock options were exercised during Fiscal 2021 and 2020. The total intrinsic value for stock options exercised during
Fiscal 2019 was $0.1 million.
Inducement Awards
In Fiscal 2020 and 2019, the Company granted stock-based awards to certain of the Company’s new executive officers as
inducements material to their commencement of employment and entry into an employment agreement with the
Company. These inducement awards were approved by the Compensation Committee of the Board of Directors of the
Company and did not require shareholder approval in accordance with Nasdaq Listing Rule 5635(c)(4).
RSUs granted as inducement awards are issued and measured at fair market value on the date of grant and generally
become vested in one to three equal annual installments beginning one year from the date of grant, subject, in general, to
the recipient remaining in the Company’s service on specified vesting dates. Changes in the RSUs granted as inducement
awards for the fiscal year ended February 26, 2022 were as follows:
(Shares in thousands)
Unvested restricted stock units, beginning of period
Granted
Vested
Forfeited
Unvested restricted stock units, end of period
Number of
Restricted
Stock Units
Weighted Average
Grant-Date Fair
Value
949
—
(512)
—
437
$7.36
—
8.43
—
$6.10
On November 4, 2019, in connection with the appointment of the Company’s President and Chief Executive Officer, the
Company also granted inducement awards consisting of 273,735 PSU awards, which are not included above. The PSUs
vested over two years, based on performance goals requiring the President and CEO to prepare and deliver to the Board
of Directors key objectives and goals for the Company and the strategies and initiatives for the achievement of such
objectives and goals, and the President and CEO's provision of updates to the Board of Directors regarding achievement
of such goals and objectives. Vesting of the PSUs was also subject, in general, to the President and CEO remaining in the
Company’s service through the vesting date of November 4, 2021. On November 2, 2021, the Compensation Committee
of the Board of Directors determined that the performance goals established for the awards had been met, and the
awards vested in full.
128
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other than with respect to the vesting terms described above for the inducement awards to the Company's President and
Chief Executive Officer, inducement awards are generally subject to substantially the same terms and conditions as
awards that are made under the 2018 Plan.
During Fiscal 2020, the Company granted 816,158 RSUs to executive officers of the Company, pursuant to inducement
award agreements. During Fiscal 2021, an executive officer's employment with the Company was terminated and, as a
result, 160,255 awards vested in accordance with the terms of the awards.
As of February 26, 2022, unrecognized compensation expense related to the unvested portion of the Company's
inducement awards was $1.6 million and is expected to be recognized over a weighted average period of 1.2 years. Each
inducement award recipient must hold at least fifty percent (50%) of the after-tax shares of common stock received
pursuant to the inducement awards until they have satisfied the terms of the Company’s stock ownership guidelines.
16. ASSETS HELD FOR SALE AND DIVESTITURES
Assets Held for Sale
The Company has included businesses classified as held for sale within its continuing operations as their dispositions do
not represent a strategic shift that will have a major effect on the Company’s operations and financial results. As of
February 26, 2022 and February 27, 2021, the Company did not have any businesses classified as held for sale.
Prior to the end of Fiscal 2020, certain assets and liabilities of Cost Plus World Market, Personalization Mall.com (‘‘PMall’’)
and One Kings Lane (‘‘OKL’’) were classified as held for sale on the Company's consolidated balance sheet. CPWM, PMall,
and OKL were sold during Fiscal 2020, as further described below.
Divestitures
Cost Plus World Market. On December 14, 2020, the Company announced that it entered into a definitive agreement to
sell Cost Plus World Market to Kingswood Capital Management. On January 15, 2021, the Company completed the sale of
Cost Plus World Market. Proceeds from the sale were approximately $63.7 million, subject to certain working capital and
other adjustments. The Company recognized a loss on sale of approximately $72.0 million in loss on sale of businesses
including impairment of assets held for sale in its consolidated statements of operations for the fiscal year ended
February 27, 2021. The $72.0 million loss on sale includes an impairment of $54.0 million recorded in the third quarter of
Fiscal 2020 to remeasure the disposal group that was classified as held for sale to the lower of carrying value or fair value
less costs to sell, recorded in impairments, including on assets held for sale.
Christmas Tree Shops. On October 11, 2020, the Company entered into definitive agreements to sell Christmas Tree
Shops (‘‘CTS’’) to Handil Holdings LLC and to sell one of the CTS distribution facilities to an institutional buyer, with a
leaseback term of nine months, to provide business continuity to the Company for some of its operations currently using
the facility. These transactions were completed during the third quarter of Fiscal 2020, generating approximately
$233.3 million in proceeds, subject to certain working capital and other adjustments, and the Company recognized a loss
on sale of approximately $53.8 million, which was recorded in loss on sale of businesses including impairment of assets
held for sale in its consolidated statements of operations for the fiscal year ended February 27, 2021. In Fiscal 2021, the
Company recorded an additional loss of sale of CTS of $13.5 million related to the settlement of the CTS Pension Plan.
Linen Holdings. On October 11, 2020, the Company entered into a definitive agreement to sell Linen Holdings to The
Linen Group, LLC, an affiliate of Lion Equity Partners. On October 24, 2020, the Company completed the sale of Linen
Holdings for approximately $10.1 million, subject to certain working capital and other adjustments, and recognized a loss
on the sale of $64.6 million, which was recorded in loss on sale of businesses including impairment of assets held for sale in
its consolidated statements of operations for the fiscal year ended February 27, 2021.
On February 14, 2020, the Company entered into a definitive agreement to sell
PersonalizationMall.com.
PersonalizationMall.com (‘‘PMall’’) to 1-800-FLOWERS.COM, Inc. for $252.0 million, subject to certain working capital and
other adjustments. The buyer was required to close the transaction on March 30, 2020, but failed to do so. Accordingly,
the Company had filed an action to require the buyer to close the transaction. On July 20, 2020, the Company entered into
a settlement agreement with respect to the litigation. Under this agreement, 1-800-FLOWERS.COM agreed to move
2021 Annual Report
129
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
forward with its purchase of PMall from the Company for $245.0 million, subject to certain working capital and other
adjustments. The transaction closed on August 3, 2020. Net proceeds from the sale of PMall were $244.6 million, subject
to certain working capital and other adjustments, and the Company recognized a gain on the sale of approximately
$189.3 million, which was recorded in loss on sale of businesses including impairment of assets held for sale in its
consolidated statement of operations for the fiscal year ended February 27, 2021. Upon the close of the transaction, Bed
Bath & Beyond withdrew the litigation against 1-800-FLOWERS.COM and 800-FLOWERS, INC.
In connection with the sale of PMall, the Company agreed to indemnify 1-800-FLOWERS.COM for certain litigation
matters then existing at the time of the close of the transaction, including certain matters for which the Company is
entitled to indemnification from the former owner of PMall in connection with the Company's purchase of PMall in Fiscal
2016 (see ‘‘Commitments and Contingencies’’ Note 12 for additional information.)
One Kings Lane. On April 13, 2020, the Company completed the sale of One Kings Lane (‘‘OKL’’). Proceeds from the sale
were not material.
During the fiscal year ended February 26, 2022, the Company recognized approximately $18.2 million of loss on the sale of
these businesses primarily associated with the Fiscal 2021 settlement of the CTS pension plan (see ‘‘Employee Benefit
Plans’’ Note 11) and certain working capital and other adjustments related to the above divestitures.
130
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Shareholders and Board of Directors
Bed Bath & Beyond Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Bed Bath & Beyond Inc. and subsidiaries (the
Company) as of February 26, 2022 and February 27, 2021, the related consolidated statements of operations,
comprehensive loss, shareholders’ equity, and cash flows for each of the years in the three-year period ended February 26,
2022 and the related notes and financial statement schedule (collectively, the consolidated financial statements). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of February 26, 2022 and February 27, 2021, and the results of its operations and its cash flows for each of the
years in the three-year period ended February 26, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of February 26, 2022, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission, and our report dated April 21, 2022 expressed an unqualified opinion on the effectiveness of the
Company's internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates
to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of impairment of store-level long-lived assets
As discussed in Note 1 to the consolidated financial statements, the Company reviews long-lived assets for
impairment when events or changes in circumstances indicate the carrying value of these assets may exceed their
current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount
of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying
2021 Annual Report
131
amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by
which the carrying amount of the asset exceeds the fair value of the assets. Based upon the analysis performed, the
Company recognized pre-tax impairment charges for store-level long-lived assets of $30.8 million in Fiscal 2021.
We identified the assessment of impairment of store-level long-lived assets as a critical audit matter. Specifically,
complex auditor judgment was required to assess the sales growth rates used to estimate the forecasted cash flows
as they involve a high degree of subjectivity. In determining the fair value of certain store-level long-lived assets,
specialized knowledge was required to assess the Company’s assumption of market rental rates from sub-lessors.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design
and tested the operating effectiveness of certain internal controls over the Company’s store-level impairment
assessment process, including controls related to the assumptions described above. We evaluated the sales growth
rates by comparing to historical results, the Company’s future operating plans, and industry reports. We involved
valuation professionals with specialized skills and knowledge who assisted in evaluating the market rental rates for
certain stores by comparing the sublease income to an independently developed range using publicly available
market data for comparable store sites.
/s/ KPMG LLP
We have served as the Company’s auditor since 1992.
Short Hills, New Jersey
April 21, 2022
132
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
To the Shareholders and Board of Directors
Bed Bath & Beyond Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Bed Bath & Beyond Inc. and subsidiaries’ (the Company) internal control over financial reporting as of
February 26, 2022, based on criteria established in Internal Control – Integrated Framework (2013), issued by the
Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of February 26, 2022, based on criteria established
in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of February 26, 2022 and February 27, 2021, the
related consolidated statements of operations, comprehensive loss, shareholders’ equity, and cash flows for each of the
years in the three-year period ended February 26, 2022, and the related notes and financial statement schedule
(collectively, the consolidated financial statements), and our report dated April 21, 2022 expressed an unqualified opinion
on those consolidated financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial
Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention, or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent, or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
2021 Annual Report
133
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ KPMG LLP
Short Hills, New Jersey
April 21, 2022
134
Management’s Report on Internal Control over
Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the
effectiveness of our internal control over financial reporting as of February 26, 2022. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(‘‘COSO’’), released in 2013, Internal Control-Integrated Framework.
Our management has concluded that, as of February 26, 2022, our internal control over financial reporting is effective
based on these criteria.
Stock Price Performance Graph
The graph shown below compares the performance of our common stock with that of the S&P 500 Index, the S&P Retail
Composite Index and the S&P 500 Specialty Retail Index over the same period (assuming the investment of $100 in our
common stock and each of the three Indexes on February 25, 2017, and the reinvestment of dividends, if any).
Bed Bath & Beyond Inc.
S&P 500 Index
S&P Retail Composite Index
S&P 500 Specialty Retail Index:
S
R
A
L
L
O
D
300
275
250
225
200
175
150
125
100
75
50
25
-
2/25/17
3/3/18
3/2/19
2/29/20
2/27/21
2/26/22
Shares of Bed Bath & Beyond Inc. are traded on The Nasdaq Global Select Market under the symbol BBBY. As of May 16,
2022, there were approximately 1,256 shareholders of record. This number excludes individual shareholders holding stock
under nominee security position listings.
2021 Annual Report
135
home,
happier