BBBY 10-Q Quarter ended Nov. 30, 2019

Thomas C. Chubb, III Chairman, Chief Executive Officer and President of Oxford Industries, Inc.

A. Ryals McMullian Chairman and Chief Executive Officer of Flowers Foods, Inc.

Director Highlights & Qualifications As the chief information officer for Stanley Black & Decker, Inc., a manufacturer of industrial tools and household hardware, Ms. Gass brings valuable information technology expertise and strong leadership and transformation experience to the board of directors. In her current role, Ms. Gass is responsible for comprehensive and cross-business unit IT strategy, delivery and support, and security infrastructure, and also leads functional transformation activities, focusing on effectiveness and efficiency. Ms. Gass also provides the board with insights on the consumer products industry gained from her time at Stanley Black & Decker.

Director Highlights & Qualifications Ms. Lewis brings valuable insights to our board based on her executive leadership experience and her service on other public company boards. Ms. Lewis has extensive experience in executive decision-making and human capital management, gained through various leadership roles at HCA Healthcare.

Joanne D. Smith Retired Executive Vice President & Chief People Officer of Delta Air Lines, Inc.

W. Jameson McFadden CEO and Senior Portfolio Manager of Wellington Shields & Co.

James T. Spear Retired Executive Vice President and Chief Financial Officer of Cadence Health

George E. Deese Retired Chairman and Chief Executive Officer of Flowers Foods, Inc.

Director Highlights & Qualifications Mr. Casey brings significant executive leadership and public company experience to the board of directors based on various c-suite leadership roles and service on other public company boards, including his previous role as Executive Chairman of J&J Worldwide Services, Inc., a provider of mission essential support services to US DOD military bases and other governmental facilities, which was acquired by CBRE Group in February 2024. Additionally, he contributes valuable insights gained from his experience in the technology industry as chief executive officer of IDEMIA North America, a global leader in identity and digital security technologies, and as a director of Avenu Insights & Analytics LLC, an analytics and administrative solutions provider, and Tyto Athene, LLC, a provider of IT modernization services.

Key Responsibilities Under the terms of its charter, the compensation and human capital committee is responsible for overseeing the review and determination of executive compensation and the company’s human capital management activities. The compensation and human capital committee’s duties and responsibilities include: • reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and other executive officers, evaluating our executive officers’ performance in light of these goals and objectives, and setting our executive officers’ compensation levels based on this evaluation and other factors it deems appropriate; ​ • making recommendations to the board of directors with respect to executive cash and equity-based incentive compensation plans and all non-qualified incentive plans; ​ • administering the company’s equity-based incentive plans and other plans adopted by the board of directors that contemplate administration by the compensation and human capital committee; ​ • reviewing and overseeing the administration of any company clawback policies requiring the recoupment of incentive compensation and recommending amendments to any such policies from time to time as appropriate; ​ • reviewing and approving employment agreements (if any), severance or retention plans or agreements and any severance or other termination payments proposed with respect to any of our executive officers; ​ • overseeing risks related to the duties and responsibilities of the compensation and human capital committee, including reviewing whether the risks associated with our compensation policies and practices are reasonably likely to have a material adverse effect on us; ​ • overseeing our human capital management activities, policies, targets, objectives and the disclosure thereof; ​ • determining applicable stock ownership guidelines that apply to senior executives and monitoring compliance with such guidelines; ​ • reviewing the outcome of each shareholder advisory vote on executive compensation and recommending to the board of directors any action in response thereto; and ​ • producing a report on executive compensation for inclusion in our proxy statement for the annual meeting of shareholders. ​ In February 2025, the compensation and human capital committee completed its annual review of our compensation philosophies and practices with respect to our employees and concluded that the risks arising from such policies and practices are not reasonably likely to have a material adverse effect on us. The compensation and human capital committee may delegate all or a portion of its duties and responsibilities to a subcommittee comprised of at least two compensation and human capital committee members, subject to applicable law and the company’s governing documents. The compensation and human capital committee may authorize one or more officers of the company to designate employees to receive awards under the company’s 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023) (the “Omnibus Plan”) and to determine the size of such awards, subject to the limitations set forth in the Omnibus Plan. For information regarding the role of executive officers and the compensation and human capital committee’s independent compensation consultant in determining or recommending the amount or form of executive compensation, see “ Executive Compensation — Compensation Discussion and Analysis .”