Bed Bath & Beyond overhauls its board

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Bed Bath & Beyond overhauls its board

By Marianne Wilson - 04/22/2019
Bed Bath & Beyond is overhauling its board.

The home good chain announced that co-founders and co-chairmen Warren Eisenberg and Leonard Feinstein will retire and that five independent directors will step down, effective May 1. In other changes, the board will now be made up of 10 directors (as opposed to its current 12) that will “reflect significant diversity” in race, gender and ethnicity, and have an average tenure of less than four years. The board overhaul comes as a group of activist investors have been seeking to overhaul the board of the struggling retailer.

Bed Bath & Beyond said that current lead independent director, Patrick Gaston has been named independent chairman, effective immediately. Also, the board will form a “business transformation” and “strategy review committee” to review all aspects of its business, strategy and structure, and to reconstitute the audit and compensation committee. The board will formulate a new executive compensation plan that increases the “at-risk” component that further aligns compensation with the company’s performance and shareholder value creation.

“The changes announced today reflect significant shareholder input and underscore our commitment to ensuring we have best-in-class governance,” said Gaston. “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.”

Last month, activist investors Legion Partners Asset Management, Macellum Advisors GP, and Ancora Advisors urged Bed Bath & Beyond to replace its entire board and oust CEO Steven Temares, who had led the chain since 2003. The group says the chain has not kept up with the new retail environment and changing consumer and has allowed its costs to increase.

“The time is now to instill best-in-class corporate governance and hold management and directors accountable for the horrendous performance that has resulted in $8 billion of value destruction over the over the last 15 years at Bed Bath & Beyond,” Chris Kiper, co-founder and managing principal of Legion Partners, said in a statement at that time.

In April, Bed Bath & Beyond reported mixed fourth-quarter results amid ongoing efforts to transform its business for a digital age.

As of March 2, 2019, the company had a total of 1,533 stores, including 994 Bed Bath & Beyond stores in all 50 states, the District of Columbia, Puerto Rico and Canada, 277 stores under the names of World Market, Cost Plus World Market or Cost Plus, 124 buy buy Baby stores, 81 stores under the names Christmas Tree Shops, Christmas Tree Shops andThat! or andThat!, 55 stores under the names Harmon, Harmon Face Values or Face Values, and two retail stores under the name One Kings Lane.

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