Bed Bath & Beyond Investor Presentation Deck

Made public by

sourced by PitchSend

15 of 17

Category

Consumer

Published

April 2019

Slides

Transcriptions

#1BED BATH & BEYOND Announcing Transformation of Board of Directors and Additional Governance Enhancements April 22, 2019 PRIED love#2Building a Better Bed Bath & Beyond We Are Transforming Our Board and Governance Structure to Support the Transformation of our Business ✓ Adding 5 new and independent, highly qualified, and diverse directors ✓ Patrick Gaston has been named Independent Chairman ✓ 5 existing independent directors will step down from the Board ✓Co-Founders and Co-Chairmen have transitioned to a Co-Chairmen Emeriti status and will retire from the Board ✓ Taking into account these recent changes 80% of our board will have joined since 2017 and 80% are of diverse backgrounds ✓ Forming a Business Transformation and Strategy Review committee ✓ Reconstitution of our independent committee structures, including appointment of committee chairs ✓ Will adopt a new executive compensation plan BED BATH & BEYOND 1#3Bed Bath & Beyond's Governance Transformation is a Direct Result of Our Shareholder Engagement 1 2 4 What We Heard from Shareholders Accelerate Board Refreshment Enhance the Board With New Skills Enhance Board Leadership Improve Executive Compensation Plan B V V Taking Action to Enhance Governance Process executed by our recently reconstituted independent Nominating & Governance Committee, led by Chairwoman Virginia Ruesterholz Engaged Heidrick & Struggles, a leading executive search firm, to identify recent appointees 5 new independent, highly qualified and diverse candidates appointed to the Board, effective May 2019 7 of the longest-tenured directors to leave Board In total, 8 new directors appointed in past 2 years (80% of the pro forma board) New directors with significant experience in global retail, merchandising, technology, logistics, finance and governance Highly complementary to existing Board Director qualifications Bringing with them experience in business transformation and a track record of enhancing shareholder value Each new director is diverse, and 80% of the Board is diverse, 60% women Patrick Gaston designated as Board Independent Chairman Co-Founders and Co-Chairmen transitioned to a Co-Chairmen Emeriti status and will retire from the Board, effective May 1, 2019 Forming a Business Transformation and Strategy Review Committee to review all aspects of the Company's business transformation, strategy and structure Audit and Compensation Committees to be reconstituted with a mix of new and existing directors, including committee chairs Will adopt new executive compensation plan, to be shared in connection with filing of our proxy Will increase the at-risk component of executive compensation Further align compensation plan with Company performance and long-term shareholder value creation BED BATH & BEYOND 2#4Our Highly Independent Board Has Dramatically Evolved Dean Adler Joined Board: 2001 Dote Klaus Eppler Joined Board: 1992 Former Director 2016 Stanley Barshay Joined Board: 2003 Leonard Feinstein Joined Board: 1971 Victoria Morrison Joined Board: 2001 Warren Eisenberg Joined Board: 1971 Patrick Gaston Joined Board: 2007 Steven Temares Joined Board: 1999 Added in Past 2 Years Geraldine Elliott Joined Board: 2014 Jordan Heller Joined Board: 2003 New Directors Stephanie Bell-Rese Joined Bourd: 2018 Harsha Ramalingam Joined Board: 2019 Chairman Today Harriet Edelman Joined Board: 2019 Virginia Ruesterholz Joined Bourd: 2017 Mary Winston Joined Board: 2019 IC Patrick Gaston Joined Board: 2007 Steven Temares Joined Board: 1999 Ann Yerger Joined Board: 2019 IC Independent Chairman JB Osborne Joined Board: 2018 Andrea Weiss Joined Board: 2019 Lead Director BED BATH & 3 BEYOND#5The Board is More Independent, More Diverse and Brings Fresh Perspectives Independent Directors Average Director Tenure % Diverse Directors 2016 Average Director Age 70% MIAM▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬----------‒‒‒‒‒‒‒‒‒▬▬▬▬▬▬▬▬▬▬▬▬------------▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬E TË TË …………… 20 years 30% 68 CELE▪▪▪▪▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬ Current 90% <4 years 80% ~58 BED BATH & 4 BEYOND#6Our Directors Bring Substantial Branding, Retail, Operational and Technology Skills to the Boardroom Patrick Gaston Steven Temares Stephanie Bell- Rose JB Osborne Virginia Ruesterholz Harriet Edelman Harsha Ramalingam Andrea Weiss Mary Winston Ann Yerger Total Brand Marketing / Product Merchandising 5/10 Corporate Finance/ Capital Markets / Financial Acumen 7/10 Industry Experience 7/10 International Experience 8/10 Operations Management Experience Public Company Board Service / Corporate Governance 8/10 Real Estate 4 6/10 Senior Leadership & Strategic Planning 3/10 10/10 Technology / Data Security BED BATH & BEYOND 5/10 5#7Our New Board Leadership ✓ Transitions to independent Board Chair leadership ✓ New Chairwoman of the Nomination & Corporate Governance Committee # Patrick Gaston Independent Chairman Chief Executive Officer of Gaston Consulting President of the Western Union Foundation (2013-2016) President of the Verizon Foundation (2003-2011) Various management positions at Verizon Communications, Inc. (1984 - 2011) Director of BBBY since 2007 Mr. Gaston brings to the Board extensive business and leadership experience in areas such as finance, human resources, public affairs, diversity, and strategic planning. • 1 * · Virginia Ruesterholz Chairwoman of the Nomination & Corporate Governance Committee Executive Vice President – Strategic Initiatives of Verizon Communications (2012) President of Verizon Services Operations (2009-2011) President of Verizon Telecom (2006-2009) Serves on the Board of Frontier Communications Corporation and the Hartford Financial Services Group Director of BBBY since 2017 Ms. Ruesterholz's extensive experience with executing a transformational business plan, involving significant investment in technology and related services, is highly relevant. BED BATH & BEYOND#8Bed Bath & Beyond's New Independent Directors (1/3) . Harriet Edelman EMIGRANT HERSHEY AVON SAP Ariba Vice Chairman of Emigrant Bank Former SVP, CIO, Business Transformation, and SVP Global Supply Chain at Avon Products Senior Leadership Director of Brinker International and Assurant Former Director of Blair Corporation, The Hershey Company, Ariba Inc. and UCB S.A Business Experience THE COMPANY BRINKER ASSURANT" TEATR Vice Chairman and Member of the Executive, Finance and Nominating & Governance Committees, Bucknell University Board of Trustees Board Experience Extensive leadership experience with 16 years of corporate governance experience as Vice Chairman of Emigrant Bank Spent nearly 30 years at Avon Products Inc. where she rose to various leadership positions in virtually every function, including business transformation, marketing, new product development, and sales Financial Expertise Significant public company experience, having served on four boards of directors including current service on the boards of Brinker International and Assurant Brand Marketing Supply Chain Management . . . amazon INTRA LINKS Senior Advisor, Boston Consulting Group and President and Owner of Ramalingam Consulting Harsha Ramalingam Former Global VP of the e-commerce Platform Group, ownership of the CIO and CISO Functions at Amazon.com, member of Consumer Leadership Team Technology Experience VP, Products and Operations, ECM SaaS/Cloud at ECM Corp Former Director of Intralinks Business Experience EMC² Board Experience Cyber Security Over 30 years of operational leadership experience and global expertise in areas including information technology and internet software Led Amazon.com's platform technology organization, including eCommerce, information security, corporate information systems (CIS) and new business incubation Served on the board of Intralinks, a software provider of secure communications solutions Senior Leadership Global Experience BED BATH & 7 BEYOND#9Bed Bath & Beyond's New Independent Directors (2/3) . i W Senior Leadership The Alliance Retail Experience dELiA's Board Experience Andrea Weiss Founding Partner, The O Alliance Consulting Services CEO and Founder of Retail Consulting Former executive at dELIA's, The Limited, GUESS, Ann Taylor Stores and The Walt Disney Company Backy RPT Director of Cracker Barrel Old Country Store and RPT Realty Former Director of GSI Commerce, Pep Boys, Chico's FAS and Nutrisystem chico's THE LIMITED GUESS Brand Marketing We hop Company Previously held executive leadership roles at DELIA*s, The Limited, GUESS, Ann Taylor Stores and The Walt Disney Company Early innovator in multi-channel commerce and brings nearly 30 years of entrepreneurial leadership experience in the retail industry, transforming in to the digital space Significant public company experience, having served on four boards including currently on Cracker Barrel Old Country Store, RPT Realty Operation Management **********RME ÎN NENA HEENA HEENA Real Estate . ■ Financial Expertise AcuityBrands. DOVER Pfizer Visteon GIANT EAGLE Mary Winston Senior Leadership Board Experience President and Founder, WinsCo Enterprises Consulting Services Former EVP, CFO, Family Dollar Stores Former senior executive at Giant Eagle, Scholastic, Visteon, Pfizer Director of Acuity Brands, Domtar and Dover Former Director of Plexus Corp and SuperValu 5 Domtar FAMILYDOLLAR SCHOLASTIC Extensive financial expertise, having served as the CFO of Family Dollar Stores, Giant Eagle and Scholastic Retail Experience Currently serving as the founder of WinsCo Enterprises and previously held executive leadership roles at Family Dollar Stores, Giant Eagle, Scholastic, Visteon and Pfizer Significant public company experience, having served on five boards of directors including currently on the board of Acuity Brands, Domtar and Dover Corporate Finance BED BATH & BEYOND 8#10Bed Bath & Beyond's New Independent Directors (3/3) E # . . 1 " Corporate Governance Specialist, North American Board Practice, Spencer Stuart Director, Hershey Entertainment and Resorts Company Member of Grant Thornton Audit Quality Advisory Council Member of Investor Advisory Group of the Public Company Accounting Oversight Board, the Investor Advisory Committee of the US Securities and Exchange Commission, Weinberg Center for Corporate Governance Advisory Board, the Nasdaq Listing and Hearing Review Council and the US Treasury Department's Advisory Committee on the Auditing Profession Senior Leadership Ann Yerger EY SpencerStuart HERSHEY ABENSTEINT & Executive Director, EY Center for Board Matters Former Executive Director of the Council of Institutional Investors (CII) Former IRRC deputy director for the Investor Responsibility Research Center's corporate governance service Governance Experience Board Experience Extensive leadership experience as a nationally recognized governance specialist in various roles Spent nearly 20 years at CII including 10 years in leadership as executive director Serves on the board of Hershey Entertainment and Resorts Company, chairing the Governance Committee and serving on the Compensation and Executive Organization Committee ▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬ ===== BIRTH INDI DUB ………………………………………▬▬▬▬▬▬▬▬▬▬▪▪▪▪▪▪▪▪▬▬▬▬ BED BATH & BEYOND 9#11Additional Key Governance Initiatives Will adopt new executive compensation plan in response to shareholder feedback, to be shared in connection with filing of our proxy Builds upon the ~40% reduction in compensation since 2015 Will increase the at-risk component of executive compensation Further alignment with Company performance and long-term shareholder value ● Will form Business Transformation and Strategy Review committee To review all aspects of the Company's business transformation, strategy and structure ✓ Reconstitution of our independent committee structure Includes the appointment of Chairs for all committees BED BATH & BEYOND 10#12Appendix - Foundation for Significant Transformational Change BED BATH & BEYOND 11#13Our Mission To be the trusted expert for the home and heart-felt life events. BED BATH & BEYOND REGISTRY BIOLOGY BED BATH & BEYOND 12#14Bed Bath & Beyond's Strategic Advantages Strong brands that are trusted by customers with a reputation for quality +================LIABI=1 BED BATH & BEYOND COST PLUS WORLD MARKET FACE VALUES Christmas Tree Shops That! and. decorist buy buy BABY HARBOR LINEN Personalization MALL.COM ONE KINGS LANE WWW Of a/ T-Y GROUP Kind Omni-channel capabilities leveraging both physical and digital assets *İRBİANİSHLİ==================== BED BATHS MEN DA YORD BED BATH& BEYOND | 1,500+ physical locations across all brands... HEHEHERL========= Wedding & Gift Registry BEDRAINA BEY CHINER whe welt shepanking ...complemented by our digital platforms Deep expertise in whole home across all important life stages **********========= alc **********HERE A solution for every room in the house... ...through every important life stage BED BATH & 13 BEYOND#15Bed Bath & Beyond is Responding to the Challenging and Dynamic Retail Environment Dynamic Retail Environment Dramatic shift to omnichannel - customers demanding a seamless, convenient experience between in-store and digital Significant competition with high level of pricing transparency - both to the customer and the retailer Customer preference for breadth of offering in both brick & mortar and digital experience High level of interest in destinational categories (e.g. bed, bath, kitchen, windows and tabletop) and focus on experiential retail Shift from branded items to high-quality private label products . • Bed Bath & Beyond's Response Complete transformation of Bed Bath & Beyond's business over the past 18 months Structural change of our organization and infrastructure Investments in IT, analytics, and value optimization to enable data-driven decision making Evolution of our in-store and digital customer experience Enhancement of our assortment - including new private label brands Extensive focus on profitability, down to the item by channel BED BATH & BEYOND 14#16Key Initiatives in the Multi-Year Transformation plan Drive Mid-and-Long-term Revenue Growth . Concept Strategy/ Brand Vision Proprietary Brands & Private Label Next Gen Lab Store Initiatives Front-End Optimization Value Optimization Drive Near-term and Ongoing Gross Margin Improvements • · Merchandise Mix Value Optimization Coupon Strategy Supply Chain Enhancements Global Sourcing/ 2nd Sourcing Office in Asia Drive Near-term and Ongoing SG&A Improvements Reconstructed Team/ Changing How We Work Data & Analytics as a Strategic Asset C • Store Labor Model Marketing Efficiency Occupancy/Real Estate Optimization Current and Sustainable World-Class Operational Support IT Transformation/ India Development Center INTERNE BED BATH & BEYOND 15

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

Second Quarter 2022 Earnings Presentation image

Second Quarter 2022 Earnings Presentation

Consumer

TATA CONSUMER PRODUCTS Earnings Update image

TATA CONSUMER PRODUCTS Earnings Update

Consumer

Aeva Results Presentation Deck image

Aeva Results Presentation Deck

Consumer

Despegar Investor Day Presentation Deck image

Despegar Investor Day Presentation Deck

Consumer

Vroom Investor Day Presentation Deck image

Vroom Investor Day Presentation Deck

Consumer

Solo Brands IPO Presentation Deck image

Solo Brands IPO Presentation Deck

Consumer

Arrival Results Presentation Deck image

Arrival Results Presentation Deck

Consumer

Bed Bath & Beyond Results Presentation Deck image

Bed Bath & Beyond Results Presentation Deck

Consumer