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Bed Bath & Beyond restructures board of directors

Apr '19
Pic: Bed Bath & Beyond
Pic: Bed Bath & Beyond
Bed Bath & Beyond is revamping its board of directors. The Board will comprise 10 directors, nine of whom are independent and six, women. The transformed board will reflect significant diversity across race, gender and ethnicity, and have an average tenure of less than four years. The company is also initiating a series of additional governance enhancements.

The move is in response to shareholder feedback and in connection with its commitment to accelerating refreshment at the board level.

Under the initiative, five current independent directors will step down. Co-founders Warren Eisenberg and Leonard Feinstein have transitioned to the role of co-founders, co-chairmen Emeriti and will retire from the board. Current lead independent director, Patrick Gaston has been named independent chairman.

The board will form a Business Transformation and Strategy Review Committee to review all aspects of the company's business transformation, strategy and structure. The Audit and Compensation Committees of the board will be reconstituted, including the appointment of committee chairs.

A new executive compensation plan that increases the at-risk component of executive compensation and further aligns compensation with company performance and long-term shareholder value creation will be adopted. The company will provide details on its new executive compensation plan in connection with the filing of its proxy statement.

The five newly appointed independent directors, effective May 1, 2019, are Harriet Edelman, current vice chairman, Emigrant Bank and former senior vice president and chief information officer, Business Transformation, and senior vice president, Global Supply Chain of Avon Products; Harsha Ramalingam, current senior advisor at Boston Consulting Group, current president and owner, Ramalingam Consulting and former global vice president, e-commerce Platform at Amazon.com, where he was also responsible for the chief information officer and chief information security officer (CISO) functions; Andrea Weiss, current founding partner, the O Alliance Consulting Services and chief executive officer and founder of Retail Consulting; Mary Winston, current president and founder, WinsCo Enterprises Consulting Services and former executive vice president and chief financial officer at Family Dollar Stores; and Ann Yerger, current corporate governance specialist, Spencer Stuart North American Board Practice and former executive director of the Council of Institutional Investors.

The four continuing independent directors, three of whom have been appointed in the past two years as part of the board's ongoing refreshment programme are Stephanie Bell-Rose, Patrick Gaston, Johnathan B (JB) Osborne and Virginia Ruesterholz. In connection with the new director appointments, Dean Adler, Stanley Barshay, Klaus Eppler, Jordan Heller and Victoria Morrison will step down from the company's board, effective May 1, 2019.

Gaston, who has been named independent chairman, stated, "As we have communicated to Bed Bath & Beyond shareholders, the board has been undertaking a comprehensive review of its composition, governance structure and compensation practices. The changes announced reflect significant shareholder input and underscore our commitment to ensuring we have best-in-class governance. This board transformation and refreshed governance structure is rooted in accountability, transparency and collaboration, and as we provide oversight and move the company forward, we are committed to continuing to act in the best interest of our shareholders."

Gaston continued, "We are immensely grateful to Dean, Stanley, Klaus, Jordan and Victoria for their leadership, tireless commitment and significant contributions to our company. Their willingness to step down from the board to facilitate the acceleration of the company's governance transformation speaks volumes as to the kind of people they are and their dedication to the company."

The company has had multiple discussions with members of the Activist 0Group, which is composed of Legion Partners, Macellum Capital Management and Ancora Advisors, and has invited them to participate in the board transformation process and to offer their ideas for business and operational improvement.

In addition, in connection with the board's transformation plan, co-founders and co-chairmen of the board Warren Eisenberg and Leonard Feinstein have transitioned to the role of co-founders, co-chairmen Emeriti and will retire from the board, effective May 1, 2019. The board is forming a new Business Transformation and Strategy Review Committee to review all aspects of the company's business transformation, strategy and structure. To further enhance its independence, organisation and leadership responsibilities, the board also intends to reconstitute the Audit Committee and the Compensation Committee with a mix of new and existing independent directors, including the appointment of committee chairs. In addition, the Nominating and Corporate Governance Committee has also been recently reconstituted. (SV)

Fibre2Fashion News Desk – India

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