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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒      Filed by a Party other than the Registrant 
Check the appropriate box:
 ☐ Preliminary Proxy Statement
 ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
 ☐ Definitive Additional Materials
 ☐ Soliciting Material Pursuant to § 240.14a-12
BJ’s Wholesale Club Holdings, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
No fee required.
 ☐
Fee paid previously with preliminary materials.
 ☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Dear fellow
shareholder:
BJ’s Wholesale Club Holdings, Inc. 20232024 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on Thursday, June 15, 2023,20, 2024, at 8:00 a.m., Eastern Time. The Annual Meeting will be held solely by means of remote communication in virtual meeting format. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/BJ2023BJ2024, where you will be able to listen to the Annual Meeting live, submit questions and vote.
All shareholders of record of our common stock at the close of business on April 24, 2023,29, 2024, the record date, are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof.
Whether or not you expect to attend the Annual Meeting, we urge you to vote your shares by following the instructions on the notice and access card or proxy card you received as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you submit your voting instructions prior to the Annual Meeting, you may still decide to attend the Annual Meeting and vote your shares during the Annual Meeting. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement accompanying this letter.
Thank you for your continued support.
Sincerely,
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Chris Baldwin
Chairman
Bob Eddy
PresidentChairman and Chief Executive Officerchief
executive officer
May 4, 20239, 2024

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BJ’S WHOLESALE CLUB HOLDINGS, INC.2023 2024 PROXY STATEMENT
Notice of annual meeting
of shareholders
Date
Thursday, June 15, 202320, 2024
Time
8:00 a.m. Eastern Time
Place
www.virtualshareholdermeeting.com/BJ2023BJ2024
Record date
April 24, 202329, 2024
Availability of materials
The proxy statement and our Annual Report for the fiscal year ended January 28, 2023February 3, 2024 are available at www.proxyvote.com
Your vote is important
To make sure your shares are represented, please cast your vote as soon as possible in one of the following ways:


Internet
Online at
www.proxyvote.com




Telephone
Call 1 (800) 690-6903


Mail
Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope


QR code
Scan this QR code. Additional software may be required for scanning

Items of business
1. Election of eightnine director nominees
2. Approve, on an advisory (non-binding) basis, the compensation of our named executive officers
3. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending February 3, 20241, 2025
4. To transact such other business, if any, as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof
The board of directors of the company recommends that you vote “FOR” each director nominee included in Proposal 1 and “FOR” each of the other proposals. The full text of these proposals is set forth in the accompanying proxy statement. Registered shareholders of the company at the close of business on the record date are eligible to vote at the meeting.
We recommend that you review the further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy under “Questions and answers about the Annual Meeting and voting” on page 4951 of the Proxy Statement.proxy statement. This notice of annual meeting and Proxy Statementproxy statement are first being distributed or made available, as the case may be, on or about May 4, 2023.9, 2024.
By order of the board of directors,

Graham N. Luce
Secretary
May 4, 20239, 2024

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PROXY SUMMARY
This summary highlights information contained in the Proxy Statement and does not contain all of the information you should consider before casting your vote. We encourage you to read the entire Proxy Statement carefully before voting.
Voting matters
Proposal
Proposal
Board recommendation
Page reference
ProposalBoard recommendationPage reference
1.
Election of eight director nominees
FOR each nominee
Election of nine director nomineesFOR each nominee
2.
Approval, on an advisory (non-binding) basis, of compensation of our named executive officers
FOR
Approval, on an advisory (non-binding) basis, of compensation of our named executive officersFOR
3.
Ratification of appointment of independent registered public accounting firm
FOR
Ratification of appointment of independent registered public accounting firmFOR
Governance practices
highlights
68 of 810 current directors are independent
 Executive and director stock ownership requirements
 Lead (independent) director
 Clawback policy
 Independent chairs of board committees
 Prohibition on hedging or pledging company stock
 Annual board and committee evaluations
 No shareholder rights plan, aka “poison pill”
 Annual election of directors
 No supermajority vote requirements in the company’s charter and bylaws
Directors
Our directors bring a mix of backgrounds and possess a broad range of skills and expertise that position the board to effectively oversee the company’s business. The matrix below summarizes key types of experience, qualifications, attributes and skills we value in directors and consider in evaluating the composition of our board.Board of Directors (the “board”).
Chris
Baldwin1
Darryl
Brown
Bob
Eddy
Michelle
Gloeckler
Maile
Naylor
Steve
Ortega
Ken
Parent
Chris
Peterson(1)
Marie
Robinson
Rob
Steele
Current or former public company CEO



Financial expert
Financial expert









eComm or digital experience




Information technology experience






Marketing, PR or brand management experience








Human capital, organization development or executive compensation experience






Tech, eComm or digital experience
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Marketing, PR or brand management experience



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Human capital or culture experience
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Executive compensation experience
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Consumer packaged goods experience
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Fuel experience
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Chris
Baldwin1
Darryl
Brown
Bob
Eddy
Michelle
Gloeckler
Maile
Naylor
Steve
Ortega
Ken
Parent
Chris
Peterson(1)
Marie
Robinson
Rob
Steele
Supply chain experience
Retail experience





Credit and payments experience






Consumer packaged goods experience














Fuel experience




Retail experience














Multi-unit experience














Investor relations experience








Ethnically diverse






Female
Investor relations experience





Non-BJ’s public company board experience


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Ethnically diverse









Female
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(1)
Chris PetersonBaldwin has been appointed CEOnotified the board that he shall not seek re-election at the end of Newell Brands, Inc. effective May 16, 2023.his current term ending in June 2024.
Director nominees
 
Name
Age(1)
Director since
Independent
Committee memberships
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Chris Baldwin
60
2018
-
-
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Darryl Brown
60
2021
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Nominating and corporate
governance (chair)
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Bob Eddy
50
2021
-
-
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Michelle Gloeckler
56
2019
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Nominating and corporate
governance
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Maile Naylor (nee Clark)
49
2019
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Audit
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Ken Parent
64
2011
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Compensation (chair)
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Chris Peterson
56
2018
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Audit (chair);
Compensation
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Rob Steele
67
2016
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Audit
 Name
Age(1)
Director sinceIndependentCommittee memberships


Darryl Brown612021

Nominating and corporate governance (chair); compensation


Bob Eddy512021--


Michelle Gloeckler572019

Nominating and corporate governance


Maile Naylor502019

Audit; nominating and corporate governance

Steve Ortega622023

Audit; compensation
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 Name
Age(1)
Director sinceIndependentCommittee memberships


Ken Parent652011

Compensation (chair)


Chris Peterson572018

Audit (chair);
compensation


Marie Robinson562023

Audit


Rob Steele(2)
682016

Audit
(1)
Ages of director nominees are as of May 4, 20239, 2024
ii
(2)
Lead independent director

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Snapshot of board composition
Supermajority is independent
Tenure is well-balanced
Shareholder interests are protected

SixEight of our eightnine director nominees are independent. Our chairman and president and CEO areBob Eddy is not independent.

An independent board helps to ensure that the directors exercise independent judgment, are willing to question management and are best suited to represent and protect the interest of shareholders.
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We believe shareholders benefit from effective board refreshment

The board strives to achieve a balance of service on the board through a mix of new members and perspectives and members with longer tenure with institutional knowledge.knowledge, as reflected by our director nominees.
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Board is diverse
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We believe shareholders benefit from existence of diverse views
Of the eightnine director nominees, twothree are ethnically diverse. In addition, twothree of our director nominees are female. We believe this composition provides a diverse set of viewpoints and experiences that benefits shareholders. The number of directors that constitute the board decreased from ten to eight as a result of the departure of two directors in February 2023. The board intends to look for and identify two new qualified directors in due course. The board will, as part of its evaluation process, strivestrives for a proper combination of skill sets and diversity of experience, gender, race and thought to successfully govern the company’s execution of its strategic priorities. OfWe believe the two open director positions, thecurrent board intends to identifycomposition provides a diverse set of viewpoints and appoint at least one qualified female to a director position on the board.experiences that benefits shareholders.
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Director and executive stock ownership guidelines
Position
Stock ownership guidelines
Chief executive officer
5x annual base salary
Executive vice president
3x annual base salary
Senior vice president
1x annual base salary
Non-employee director
5x annual cash retainer, excluding committee retainers or retainers paid for service as lead director
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Shareholder engagement


We perform shareholder outreach throughout the year to engage with shareholders on issuesenvironmental, social and governance (“ESG”) topics that are important to them. During fiscal year 2022,2023, we requested meetings with shareholders representing nearly 64.5%65.4% of shares outstanding (as of June 30, 2022) of shares outstanding.2023). The results of our shareholder outreach are reported to the board.
Team member diversitydiversity*
We have over 34,00032,000 diverse and amazing team members.members, exclusive of contingent workers. We believe that the diversity of our team members plays a vital role in the company’s culture and improves our ability to deliver growth and profitability.
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*Above team member statistics are as of January 28, 2023.February 3, 2024.
We have an inclusion & diversity council which is comprised of a cross-functional team representing diversity ofin backgrounds, ethnicity, gender and self-identification. This council is responsible for identifying and driving actions and initiatives to advance the company’s inclusion and diversity mission.
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This proxy statement (this “Proxy Statement”) and our annual report for the fiscal year ended January 28, 2023February 3, 2024 (the “Annual Report” and, together with this Proxy Statement, the “proxy materials”) are being furnished to you by and on behalf of the Board of Directors of BJ’s Wholesale Club Holdings, Inc. (the “board”)board in connection with our 20232024 annual meeting of shareholders (the “Annual Meeting”). References herein to “fiscal year 2020”, “fiscal year 2021”, “fiscal year 2022”, “fiscal year 2023”, and “fiscal year 2024”, “fiscal year 2025” refer to the 52 weeks or 53 weeks, as applicable, ending January 30, 2021, January 29, 2022, January 28, 2023, February 3, 2024, and February 1, 2025 and January 31, 2026, respectively. As used herein, the terms “company”, “BJ’s”, “we”, “us” or “our” refer to BJ’s Wholesale Club Holdings, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. This Proxy Statement and Annual Report are first being distributed or made available, as the case may be, on or about May 4, 2023.9, 2024.
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CORPORATE GOVERNANCE
The board is responsible for providing oversight over the company and its senior executives and has adopted policies and processes to enable effective oversight. The following sections provide an overview of our corporate governance structure and other key aspects of our board.
The board has adopted corporate governance guidelines. A copy of these corporate governance guidelines can be found in the “Governance Documents” section of the “Corporate Governance” page of our investor relations website located at investors.bjs.com, or by writing to our secretary at our corporate offices.
Corporate governance practices
The company has a history of strong corporate governance. We are committed to governance policies and practices that serve the interests of the company and its shareholders. Over the years, our board has evolved our practices in the interest of our shareholders. Our governance practices and policies address the following topics, among others:
•  Board independence and qualifications
•  Executive sessions of directors
•  Board leadership structure
•  Director qualification standards
•  Director orientation and continuing education
•  Limits on board service
•  Change of principal occupation
•  Term limits
•  Director responsibilities
•  Director compensation
•  Conflict of interest
•  Board access to management
•  Board access to independent advisors
•  Board and committee self-evaluations
•  Board meetings
•  Meeting attendance by directors and non-directors
•  Meeting materials
•  Board committees, responsibilities and independence
•  Succession planning
•  Risk management
•  Insider trading
Board leadership structure
Our bylaws provide the board with flexibility to combine or separate the positions of chairperson of the board and chief executive officer in accordance with its determination that utilizing one or the other structure would be in the best interests of the company and its shareholders.shareholders, and the company has operated under both structures in the past. In addition, our corporate governance guidelines provide that, in order to maintain the independent integrity of the board, if the chairperson of the board is a member of management or does not otherwise qualify as an independent director, the independent members of the board may appoint an independent director to serve as lead director.
The board understands that no single approach to board leadership is universally accepted and that the appropriate leadership structure may vary based on several factors, such as a company’scompany's size, industry, operations, history and culture. Accordingly, the board, with the assistance of the nominating and corporate governance committee, assesses its leadership structure in light of these factors and the current environment to achieve the optimal model for us and for our shareholders.
After careful reviewMr. Eddy is a seasoned executive with more than 17 years of executive leadership experience. He has deep financial and considerationoperational experience and extensive knowledge of the company’scompany and its growth strategy, the industry and risk management practices gained from various executive and leadership structure, theroles. Our board has determined that at this time, it iscontinues to be in the best interests of the company and its shareholders to combinemaintain the rolescombined role of chairman and chief executive officer and appoint Mr. Eddy as chairman of the board and chief executive officer effective at the commencementand re-appoint Mr. Eddy as chairman and chief executive officer of the Annual Meeting.company. The board believesindependent directors believe that having Mr. Eddy serve as chairman and chief executive officer a position he has held since 2021, will promotepromotes clear accountability and strong leadership, with one person setting the tone for the company’s employees, investors, customers and othersother stakeholders, and reflecting the optimal balance between independent oversight of management and unified leadership (i.e., the appropriate balance of authority between those persons charged with overseeing the company and those who manage it on a day-to-day basis).leadership. The board further believes that the company’s chief executive officer is best situated to serve as chairman because he is most familiar with the company’s business and industry, and most capable of effectively providing the unified leadership referenced above by identifying strategic priorities and carrying out the execution of the company’s strategy and business plans. The board believes thatAs examples, Mr. Eddy demonstrated his critical leadership after the combined positionuntimely passing of chairman and chief executive officer will also promote the development of policy and business plans and will preserve transparency and facilitate information flow between managementcompany’s former Chief Executive Officer Lee Delaney as well as in the company’s responses to the rapidly evolving environment due to the COVID-19 pandemic and the board by serving as an effective bridge for communication between the boardeconomic volatility and management on significant business developments and time-sensitive matters, which is essential to effective governance.market shifts that followed. To ensure the appropriate level of oversight continues between our independent directors and the chief executive officer, Mr. Steele will continue to serve as the lead independent director as set forth
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in our corporate governance guidelines. The board continues to expect that the lead director role will enhance and provide further assurances to our shareholders regarding the strong independent oversight exercised by the board. Mr. Steele was appointed lead director in May 2019 by the
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independent members then serving on the board.board and has extensive knowledge and experience of the company. As lead independent director, Mr. Steele presides over all meetings of the board at which the chairman of the board is not present, including executive sessions of independent directors; approves board meeting schedules and agendas; and acts as the liaison between the independent directors and the chairman of the board. The board believes that it has been able to, and will continue to, provide effective independent oversight of its business and affairs, including risks facing the company through the role of lead independent director, the independent committees of the board, the overall composition of the board and contributions from all of the independent directors and other corporate governance policies in effect.
Director independence
Under our corporate governance guidelines and the New York Stock Exchange (the “NYSE”) rules, a director is not independent unless the board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries. In addition, the director must meet the bright-line tests for independence set forth by the NYSE rules. The board has affirmatively determined that each of our directors, other than Mr. Eddy our chief executive officer, and Mr. Baldwin, our chairman of the board, qualifies as independent under the applicable NYSE rules.
In arriving at the foregoing independence determinations, the board reviewed and discussed information provided by the directors with regard to each director’s business and personal activities and any relationships they have with us and our management. In making the director independence determinations regarding both Messrs. Peterson and Steele, the board considered that they serveMr. Peterson serves as an executive officer and that Mr. Peterson and Mr. Steele(1) serve on the board of directors of Newell Brands, Inc., respectively, one of the company’s vendors and from whom we purchase products in the ordinary course of business, on arm’s-length terms, in amounts and under other circumstances that the board determined did not affect Messrs. Peterson and Steele’s independence. In fiscal year 2022,2023, the company’s payments to Newell Brands, Inc. were less than 1% of Newell Brands Inc.’s net sales, and Messrs. Peterson and Steele had no direct or indirect material interest in the sales Newell Brands, Inc. makes to the company.
Board committees
The board has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and the responsibilities described below. In addition, from time to time, special committees may be established under the direction of the board when necessary to address specific issues. Each of the audit committee, the compensation committee and the nominating and corporate governance committee operates under a written charter.
Director
Audit
committee
Compensation
committee
Nominating and corporate
governance committee
Darryl Brown
Chair
Michelle Gloeckler
Maile Naylor
Ken Parent
Steve Ortega
Chair
Chris Peterson
Ken Parent
Chair
Chair
Rob Steele
Chris Peterson
Chair
Marie Robinson
Rob Steele
(1)
Mr. Steele resigned from the board of directors of Newell Brands, Inc. effective May 7, 2024.
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Audit committee
Members
All independent

Chris Peterson (Chair)(chair)
Maile Naylor
Steve Ortega
Marie Robinson
Rob Steele
Our audit committee is responsible for, among other things:
•   assisting the board with its oversight of our accounting and financial reporting process and financial statement audits;
•   assisting the board with its oversight of our disclosure controls procedures and our internal control over financial reporting;
•   assessing the independent registered public accounting firm’s qualifications and independence;
•   engaging the independent registered public accounting firm;
•   overseeing the performance of our internal audit function and independent registered public accounting firm;
•   overseeing risk management processes related to cyber security;
•   assisting with our compliance with legal and regulatory requirements in connection with the foregoing;
•   assisting the board with its risk oversight, including succession planning;
•   assisting the board with its oversight of our environmental, social and governance (“ESG”)ESG strategy; and
•   reviewing related party transactions.
Oversees the company’s
accounting, auditing, financial reporting practices, internal controls and ESG strategy.
All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the NYSE. The board has affirmatively determined that each of Ms.Mses. Naylor and Robinson and Messrs. Peterson, Ortega and Steele qualifies as “independent” under the NYSE’s standards and Rule 10A-3 of the Exchange Act of 1934, as amended (the “Exchange Act”), applicable to audit committee members. In addition, the board of has determined that each of Ms. Naylor and Mr. Peterson qualifies as an “Audit Committee Financial Expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.
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Compensation committee
Members
All independent

Ken Parent (Chair)(chair)
Darryl Brown
Steve Ortega
Chris Peterson
Our compensation committee is responsible for, among other things:
•   reviewing and approving corporate goals and objectives with respect to the compensation of our chief executive officer, evaluating our chief executive officer’s performance in light of these goals and objectives and setting compensation;
•   reviewing and setting or making recommendations to the board regarding the compensation of our other executive officers and overseeing an evaluation of the performance of other executive officers;
•   reviewing and approving employment agreements, consulting arrangements, severance or retirement arrangements or change-in-control agreements;
•   reviewing and making recommendations to the board regarding director compensation;
•   reviewing and approving or making recommendations to the board regarding our incentive compensation and equity-based plans and arrangements, and the granting of stock and other equity awards under such plans;
•   appointing and overseeing any compensation consultants;
•   reviewing and discussing the results of the most recent shareholder advisory vote on executive compensation and reviewing and recommending to the board for approval the frequency with which the company will conduct such votes, taking into account such results;
•   periodically considering the adoption of a policy for recovering incentive-based compensation from executive officers; and
•   periodically reviewing compensation policies and programs and assessing whether they are reasonably likely to have a material adverse effect on the company by encouraging excessive risk-taking.
Oversees the company’s compensation policies and programs.










The board has determined that each of Messrs. Brown, Ortega, Parent and Peterson qualify as “independent” under NYSE’s heightened standards applicable to compensation committee members and each of Messrs. Parent and Peterson qualifies as a “Non-Employee Director” as defined in Section 16b-3 of the Exchange Act.
The compensation committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. Before selecting any such consultant, counsel or advisor, the compensation committee reviews and considers the independence of such consultant, counsel or advisor in accordance with applicable NYSE rules. We must provide appropriate funding for payment of reasonable compensation to any consultant, counsel or advisor retained by the compensation committee.
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Nominating and corporate governance committee
Members
All independent

Darryl Brown (Chair)(chair)
Michelle Gloeckler
Maile Naylor
Our nominating and corporate governance committee oversees and assists the board in reviewing and recommending nominees for election as directors. Our nominating and corporate governance committee is responsible for, among other things:
•   identifying individuals qualified to become members of the board, consistent with criteria approved by the board, except where the company is otherwise required to provide third parties with the right to designate directors;
•   recommending to the board the nominees for election to the board at annual meetings of our shareholders;
•   overseeing the annual self-evaluations of the board and its committees; and
•   developing and recommending to the board a set of corporate governance guidelines and principles.
Oversees the company’s corporate governance structure and practices.
The board has determined that each of Mr. Brown and Ms.Mses. Gloeckler and Naylor qualifies as “independent” under applicable NYSE rules for purposes of serving on the nominating and corporate governance committee.
Director nominations process
The nominating and corporate governance committee is responsible for recommending candidates to serve on the board and its committees. In considering whether to recommend any particular candidate to serve on the board or its committees or for inclusion in the board’s slate of recommended director nominees for election at the annual meeting of shareholders, the nominating and corporate governance committee considers the criteria set forth in our corporate governance guidelines.
Specifically, the nominating and corporate governance committee may take into account many factors, including: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly-held company; strong finance experience; relevant social policy concerns; experience relevant to the company’s industry; experience as a board member or executive officer of another publicly-held company; relevant academic expertise or other proficiency in an area of the company’s operations; diversity of expertise and experience in substantive matters pertaining to the company’s business relative to other board members; diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. In determining whether to recommend a director for reelection, the nominating and corporate governance committee may also consider the director’s past attendance at meetings and participation in and contributions to the activities of the board.
We do not have a formal policy with regard to the consideration of diversity in identifying director nominees. The board evaluates each individual in the context of the board as
a whole, with the objective of assembling a group that can
best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of experience in these various areas. However, the board recognizes the value of a diverse board and thus has included diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience, as factors that will be taken into consideration by the nominating and corporate governance committee when evaluating the suitability of, and recommending, candidates for election by shareholders, and by the board in approving such candidates.
In identifying prospective director candidates, the nominating and corporate governance committee may seek referrals from other members of the board, management, shareholders and other sources, including third party recommendations. The nominating and corporate governance committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the company. The nominating and corporate governance committee uses the same criteria for evaluating candidates regardless of the source of the referral or recommendation. When considering director candidates, the nominating and corporate governance committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the board’s effectiveness. In connection with its annual recommendation of a slate of nominees, the nominating and corporate governance committee also may assess the contributions of those directors recommended for re-election in the context of the board evaluation process and other perceived needs of the board.
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When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the board to satisfy its oversight responsibilities effectively in light of our business and structure, the board focused primarily on the information
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discussed in each of the board member’s biographical information set forth below. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. This process resulted in the board’s nomination of the incumbent directors named in this Proxy Statement and proposed for election by you at the Annual Meeting.
The nominating and corporate governance committee will consider director candidates recommended by shareholders, and such candidates will be considered and evaluated under the same criteria described above. Any recommendation submitted to the company should be in writing and should include any supporting material the shareholder considers appropriate in support of that recommendation, but must
include information that would be required under the rules of the SECSecurities and Exchange Commission (the “SEC”) to be included in a proxy statement soliciting proxies
for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected and must otherwise comply with the requirements under our bylaws for shareholders to recommend director nominees. Shareholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the secretary, BJ’s Wholesale Club Holdings, Inc., 350 Campus Drive, Marlborough, Massachusetts 01752. All recommendations for nominations received by the secretary that satisfy our bylaws’bylaws' requirements relating to such director nominations will be presented to the nominating and corporate governance committee for its consideration. Shareholders also must satisfy the notification, timeliness, consent and information requirements set forth in our bylaws. These timing requirements are also described under the heading “Shareholder Proposals and Director Nominations.”
Board role in risk oversight
The board has overall responsibility for risk oversight, including, as part of regular board and committee meetings, general oversight of executives’ management of risks relevant to the company. A fundamental part of risk oversight is not only understanding the material risks a company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. The involvement of the board in reviewing our business strategy is an integral aspect of the board’s assessment of management’s tolerance for risk and its determination of what constitutes an appropriate level of risk for the company. The Chief Information Officer and the VP of IT Security and Compliance provide an annual cybersecurity update to the board. While the full board has overall responsibility for risk oversight, it is supported in this function by its various committees, including principally its audit committee, compensation committee and nominating and corporate governance committee. Each of the committees regularly reports to the board.
The audit committee, pursuant to its charter, is responsible for overseeing risk management processes related to cybersecurity. The audit committee assists the board in fulfilling its risk oversight responsibilities by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls, our compliance with legal and regulatory requirements and our enterprise risk management program. Through its regular meetings with management, including the finance, legal, internal audit, tax, compliance, and information technology functions, the audit committee reviews and discusses significant areas of our business and summarizes the key areas of risk and the appropriaterelevant mitigating factors for the board.
The compensation committee assists the board by overseeing and evaluating risks related to the company’s compensation structure and compensation programs, including the formulation, administration and regulatory compliance with respect to compensation matters. The compensation committee periodically reviews the company’s compensation policies and programs and assesses whether such policies and programs are reasonably likely to have a material adverse effect on the company by encouraging excessive risk-taking. The nominating and corporate governance committee assists the board by overseeing and evaluating programs and risks associated with board organization, membership and structure, and corporate governance, as well as coordinates, along with the chairman of the board, succession planning discussions. In addition, the board receives periodic detailed operating performance reviews from management.
Given its role in the risk oversight, the board believes that any leadership structure that it adopts must allow it to effectively oversee the executives’executives' management of the risks relating to our operations. Although there are different leadership structures that could allow the board to effectively oversee the management of such risks, and while the board believes its current leadership structure enables it to effectively manage such risks, it was not the primary reason the board selected its current leadership structure over other potential alternatives. See the discussion under the heading “Board leadership structure” above for a discussion of why the board has determined that its current leadership structure is appropriate.
Environmental, social and governance
Our board recognizes that mitigating ESG risks is fundamental to driving long-term shareholder value. Our sustainability page (https://www.bjs.com/esg) highlights many of our sustainability efforts and demonstrates how progress in ESG is embedded into our company’s culture and aligns with our corporate strategy. We understand that there are still opportunities for improvement, and we continue to strive for improvement in our ever-changing and dynamic industry and environment.
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We continued to makemade meaningful progress on ESG matters throughout fiscal year 2022.2023. Most notably:
in January 2023, the board formally delegated to the audit committee holds oversight responsibility for risks and opportunities related to ESG issues;
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at the management level, our ESG matters are led and coordinated by our executive vice president and general counsel who leads our ESG steering committee and regularly updates the broader executive team, the audit committee, and the full board. The ESG steering committee plays a critical role in defining and driving our ESG strategy and to ensure it aligns with our business priorities and shareholder imperatives; and
the company recently issued its inaugural ESG report, which includes information about ESG initiatives and appendices organizing that information according to the Sustainability Accounting Standards Board standard. To deliver on our mandate to communicate transparently on our ESG efforts, we intend to report on material ESG matters annually going forward. Our most recent report is available on our website at: https://www.bjs.com/esg.
to deliver on our mandate to communicate transparently on our ESG efforts, we intend to report on material ESG matters annually. Our most recent report is available on our website at: https://www.bjs.com/esg.
The information contained on our website or that can be accessed through our website is not incorporated by reference and should not be considered a part of this Proxy Statement.
Shareholder engagement
We regularly engage in outreach efforts with our shareholders. During fiscal year 2022,2023, we requested meetings with shareholders representing 64.5%65.4% of shares outstanding and ultimately met by phone or videoconference with shareholders representing approximately 33.1%27.2% of shares outstanding.outstanding and received feedback via e-mail from three additional investors for a total of 27.9%. We provided an open forum to each shareholder to discuss and comment on our compensation, governance, ESG and other business practices. Overall, we received constructive feedback from shareholders. The company after this engagement with its shareholders, agreedintends to continue to keep in contact with them, as well as the other shareholders who chose not to engage with the company at that time. Maintainingmaintain ongoing relationships with our shareholders andas understanding our shareholders’ views is a priority for both our board and management team.
Human capital
As of January 28, 2023,February 3, 2024, we had over 34,00032,0001 full-time and part-time employees, whom we refer to as team members. None of our team members are represented by a union. We consider our relations with our team members to be good.
Team member engagement. We provide all team members with the opportunity to share their opinions and feedback on our culture through a survey that is performed every year. Results of the survey are measured and analyzed to enhance the team member experience, promote retention of team members, drive change and leverage the overall success of our company.
Diversity.We strive to foster a work environment that includes and embraces diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience. As of the end of fiscal year 2022,2023, 43% of our total workforce were women and 55%53% were minorities. During fiscal year 2022, 41%2023, 40% of our new hires were women and 66%62% of our new hires were minorities. We have a zero-tolerance policy on discrimination and harassment and have several systems under which team members can report incidents confidentially or anonymously and without fear of reprisal. We have an inclusion and diversity council which is comprised of a cross-functional team representing diversity of backgrounds, ethnicity, gender and self-identification. This council is responsible for identifying and driving actions and initiatives to advance the company’s inclusion and diversity mission. The company also implemented new hiring guidelines requiring a diverse slate of candidates be considered for all director-level and more senior roles within the company. In addition, the interview panel must be diverse for screening hiring of director-level and more senior hires within the company.
Total rewards. We believe our team members are the key to our success and we offer competitive programs to meet the needs of our colleagues and their families. Our programs include annual bonuses,incentives, 401(k) plans, stock awards, an employee stock purchase plan, paid time off, flexible work schedules, family
leave, team member assistance programs, and more, based on eligibility criteria. In addition, beginning in
2023, we made available to directors and more senior team members a retirement program called the non-qualified deferred compensation plan where executives are able to take advantage of a tax deferment retirement vehicle for base and incentive pay. We take the health and wellness of our team members seriously. We provide our eligible team members with access to a variety of innovative, flexible and convenient health and wellness programs. Additionally, the company provides resources, such as an onsite chiropractor, a health clinic and access to a fitness center for team members. Such programs are designed to support team members’members' physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors. The company also provides team members with comprehensive medical benefits, dental, and behavioral and mental wellness benefits.
Team member development. Training and development programs for our team members help retain and advance them into future roles with the company. We provide online and on-the-job training through innovative delivery tools which are easy to use and focused on the core skills needed to be successful at the company. We provide several management and leadership programs that develop and educate our leaders so they can provide the best work environment and growth opportunities to all our team members. The company has continued its Accelerating and Cultivating Excellence program (“ACE”) which highlights high performing and high potential female leaders. Participants work through cohort-based leadership development and gain exposure to executives from across the company. The company also re-launched its Employee Resource Groups in 2023, offering team member-led communities centered around shared backgrounds, perspectives and experiences.
Community involvement.involvement. We have a long and proud history of investing in the communities where we live and work. BJ’s Charitable Foundation (the “Foundation”“foundation”) was established with the mission to enrich every community BJ’s serves. The Foundationfoundation supports nonprofit organizations that primarily benefit the underprivileged in the areas of hunger prevention
1
This figure excludes approximately 2,000 contingent workers.
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and education. Throughout the year, the Foundationfoundation makes multiple direct donations from the company to support food banks and pantry programs in communities that our clubs serve.
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Committee charters and corporate governance guidelines
Our corporate governance guidelines, charters of the audit committee, compensation committee and nominating and corporate governance committee and other corporate governance information are available under the “Governance Documents” section of the “Corporate Governance” page of our investor relations website located at investors.bjs.com, or by writing to our secretary at our corporate offices.
Code of business ethics
We have adopted a code of business ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. A copy of our code of business ethics is available under the “Governance Documents” section of the “Corporate Governance” page of our investor relations website located at investors.bjs.com, or by writing to our secretary at our corporate offices. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of business ethics on our website rather than by filing a current report on form 8-K.
Anti-hedging and anti-pledging policy
The board has adopted an insider trading compliance policy, which applies to all of our directors, officers and certain designated employees. The policy prohibits our directors, officers and certain designated employees from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, short sales and transactions in publicly traded options, such as puts, calls and other derivatives involving our equity securities and also prohibits the pledging of the company’s securities as collateral to secure loans. None of our NEOs has engaged in any hedging transactions with respect to our common stock or pledged any of his or her shares of common stock in the company.
Board and committee meetings and attendance
During fiscal year 2022,2023, the board met four times, the audit committee met seven times, the compensation committee met fourfive times and the nominating and corporate governance committee met four times. During fiscal year 2022,2023, each of our directors attended at least 75% of the aggregate of (1) the total number of meetings of the board held during the period for which he or she was a director and (2) the total number of meetings for all committees of the board of directors on which he or she served during the periods that he or she served.
Executive sessions
Our corporate governance guidelines require that the board hold executive sessions, which are meetings of the non-management members of the board, at least twice per year, and that our independent directors meet in a private session that excludes management and any non-independent directors at least once per year. Details of our executive session practices can be found in the “Board of Directors” section of the “Corporate Governance” page of our investor relations website located atinvestors.bjs.com.
Director attendance at annual meetings of shareholders
We do not have a formal policy regarding the attendance of our board members at our annual meetings of shareholders, but we expect all directors to make every effort to attend any meeting of shareholders. All members of the board then serving attended the 20222023 annual meeting of shareholders.
Communications with the board
Any shareholder or any other interested party who desires to communicate with the board, our non-management directors or any specified individual director, may do so by directing such correspondence to the attention of the secretary at our offices at 350 Campus Drive, Marlborough, Massachusetts 01752. The secretary will forward the communication to the appropriate director or directors.
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Proposal 1:
Election of eightnine
director nominees
Our board currently consists of eight directors. Atten directors, each of whom has a term that expires at the Annual Meeting, eight directors will be elected to serve for a one-year term expiring at theMeeting. Since our 2023 annual meeting of shareholdersstockholders, the number of directors that constitute our board increased from eight to be heldten as a result of the appointment of each of Mr. Ortega and Ms. Robinson as directors on June 16, 2023. Mr. Ortega and Ms. Robinson, director nominees who have not previously stood for election, were initially identified as potential candidates for election to the board by a third-party search firm that was retained by our nominating and corporate governance committee to assist in 2024 (the “2024 Annual Meeting”)the identification and until the election and qualificationevaluation of his or her successor or until his or her earlier death, resignation or removal. director candidates.
Based on an evaluation in accordance with our standard review process for director candidates and the recommendation of the nominating and corporate governance committee, the board has nominated Chris Baldwin, Darryl Brown, Bob Eddy, Michelle Gloeckler,
Maile Naylor (nee Clark), Ken Parent, Chris Peterson and Rob Steeleeach of the current board members to stand for electionre-election at the Annual Meeting.
Meeting, except for Christopher Baldwin, who will not be standing for re-election as a member of the board. Upon the expiration of Mr. Baldwin’s term as a director at the Annual Meeting, the number of directors that will constitute the board will be decreased from ten to nine. The individuals elected to the board will serve for a one-year term expiring at the annual meeting of shareholders to be held in 2025 (the “2025 Annual Meeting”) and until the election and qualification of his or her successor or until his or her earlier death, resignation or removal.
The board unanimously recommends that you vote “FOR” the election of each of the director nominees.
We believe that all of our directors and nominees display personal and professional integrity, satisfactory levels of education and/or business experience, broad-based business acumen, an appropriate level of understanding of our business and its industry and other industries relevant to our business, the ability and willingness to devote adequate time to the work of the board and its committees, skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our company, strategic thinking and a willingness to share ideas, a diversity of experiences, expertise and background and the ability to represent the interests of all of our shareholders.
Each director nominee is currently serving as a director of the company. We have no reason to believe that any director nominee will be unable or unwilling to serve, if elected. If, however, prior to the Annual Meeting, the board of directors should learn that any director nominee is unable or unwilling to serve as a director for any reason, and if the board shall designate a substitute nominee, the persons named as proxies will vote for the election of the substitute nominee designated by the board. Alternatively, the persons named as proxies, at the board’s discretion, may vote for that fewer number of nominees as results from the inability of any nominee to serve.
Generally, vacancies or newly created directorships on the board will be filled only by vote of a majority of the directors then in office and will not be filled by the shareholders, unless the board determines by resolution otherwise.
Board recommendation
The board unanimously recommends you vote FOR the election of each of Chris Baldwin,its nominees, Darryl Brown, Bob Eddy, Michelle Gloeckler, Maile Naylor, (nee Clark),Steve Ortega, Ken Parent, Chris Peterson, Marie Robinson and Rob Steele, as a director to hold office until the 20242025 Annual Meeting and until his or her successor has been duly elected and qualified.
The information presented below regarding each director nominee also sets forth specific experience, qualifications, attributes and skills, in addition to those set forth above that led the board to the conclusion that such individual should serve as a director in light of our business and structure.
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Director nominee biographies
Chris
Baldwin
graphic

Director since 2018
Chairman
60 years old
Chris Baldwin has been our chairman of the board since June 2022. Mr. Baldwin also currently serves as a Managing Partner of CVC Advisors (U.S.) Inc. and Executive Chairman of PDC Brands. Mr. Baldwin joined BJ’s in September 2015 as president and chief operating officer and director and subsequently was promoted to chief executive officer in February 2016 and was named chairman of the board in 2018, both positions he held until February 2020. Mr. Baldwin was executive chairman of the board from February 2020 to August 2020 and April 2021 until June 2022. Prior to joining BJ’s, he was Chief Executive Officer of Hess Retail Corporation, a global independent energy company and spin-off of Hess Corporation, from 2010 to March 2015. Before joining Hess Retail Corporation, he held executive roles at Kraft Foods Group, Inc. (now The Kraft Heinz Company), a food and beverage company, from 2007 to 2010, and The Hershey Company, a global confectionary manufacturer, from 2004 to 2007. Earlier in his career, Mr. Baldwin also held various roles at Nabisco, a manufacturer of cookies and snacks, and The Procter & Gamble Company, a multinational consumer goods corporation. Mr. Baldwin graduated from Siena College in Loudonville, New York with a bachelor’s degree in Economics.

Mr. Baldwin is a member of the Board of Directors of the National Retail Federation, the world’s largest retail trade association. He currently serves on the Board of Advantage Solutions Inc., a NASDAQ-listed sales and marketing solutions provider. Mr. Baldwin is also active in the community, serving as an executive board member at Harlem Lacrosse and Leadership, a school-based nonprofit that provides educational intervention, leadership training and lacrosse for at-risk youth.

Specific Expertise: Mr. Baldwin brings to the board a deep knowledge of the company’s business, the fuel, retail and consumer packaged goods industries – coupled with his extensive leadership experience – from his prior years with the company, including his current role as Executive Chairman and his previous executive roles as Chief Executive Officer and Chief Operating Officer. The board also benefits from Mr. Baldwin’s multi-unit expertise and significant experience in investor relations, marketing and executive compensation.
Darryl
Brown


Director since 2021
Independent
6061 years old
Nominating and corporate
governance committee (Chair)(chair)
Compensation committee (member)
Darryl Brown has been a director of the company since 2021. Mr. Brown is an accomplished senior executive with more than thirty30 years of experience in consumer-packaged goods and financial services. Currently, he serves as Presidentpresident and Chief Executive Officerchief executive officer of Shadowbrook Investments, LLC, a family-run private equity firm located in southwest Florida. Previously, he served as President, Global Corporate Payments, Americas atpresident, global corporate payments of American Express CompanyCompany’s Americas division from 2012 to December 2016 and as Executive Vice President/executive vice president/GM Global Corporate Paymentsglobal corporate payments from 2010 to 2012. Prior to joining American Express Company, he held a number of leadership positions at Kraft Foods, where he led the company’s North American retail sales and logistics organization. He holds a Master of Business Administration from Lake Forest Graduate School of Business and a Bachelorbachelor’s degree of Sciencescience in Accountingaccounting from Lincoln University.

Mr. Brown currently serves on the board of Atradius Trade Credit Insurance, an insurance company. He previously served as an advisor and board member of Datanomers, an analytics company, from 2015 to January 2021.

Specific Expertise:Expertise: Mr. Brown brings to the board a strong leadership track record from his current role as President and Chief Executive Officer of Shadowbrook Investments, LLC and prior leadership positions at American Express Company and Kraft Foods. The board benefits from his deep knowledge of marketing, brand management and the financial services and consumer packaged goods industries.
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Bob
Eddy



Director since 2021
Chairman and CEO
5051 years old
Bob Eddy currently serves as chairman of the board, president and chief executive officer of the company. Mr. Eddy joined the company in 2007 as senior vice president, finance and was named executive vice president and chief financial officer in 2011 and served as executive vice president, chief financial and administrative officer from 2018 to April 2021 when he joined the board of directors and became president and chief executive officer. Mr. Eddy was named chairman of the board in June 2023. Prior to joining BJ’s, Mr. Eddy served retail and consumer products companies as a member of the audit and business advisory practice of PricewaterhouseCoopers LLP, in Boston and San Francisco. Mr. Eddy is a graduate of Babson College in Wellesley, Massachusetts, and Phillips Academy in Andover, Massachusetts.

Mr. Eddy currently serves as a member of the Boardboard of Directorsdirectors and Executive Committee of the National Retail Federation and the Boston Children’s Hospital Trust.Trust, and as a member of the board of directors of Dick’s Sporting Goods. From 2013 to 2017, Mr. Eddy chaired the Financial Executives Council of the National Retail Federation. He is also a member of the College Advisory Board for Babson College.


Specific Expertise:Mr. Eddy brings to the board a strong leadership track record from his previous roles as a member of the company’s senior leadership team. Given his current role as chief executive officer, Mr. Eddy also brings a broad understanding of the company’s business, operations and growth strategy. The board also benefits from his current and prior external executive leadership roles with the National Retail Federation, as well as his multi-unit expertise and significant experience in investor relations and executive compensation.
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Michelle
Gloeckler


Director since 2019
Independent
5657 years old
Nominating and corporate
governance committee (Member)(member)
Michelle Gloeckler has been a director of the company since 2019. Ms. Gloeckler is a retail executive with more than thirty30 years of experience in retail, consumer-packaged goods, merchandising, sourcing, manufacturing and strategy. Ms. Gloeckler currently servespreviously served as Interim Chief Executive Officerinterim chief executive officer at Holley Inc., a NYSE listedNYSE-listed designer, marketer and manufacturer of high-performance automotive aftermarket products. She was the executive vice president, Chief Merchantchief merchant for Academy Sports & Outdoors, a sporting goods retailer, from August 2016 to January 2019. Ms. Gloeckler served as Executive Vice President, Consumables, Healthexecutive vice president of consumables, health and Wellnesswellness at Walmart Inc., a NYSE-listed general merchandise retailer, from February 2009 to August 2016, where she led their health and wellness unit and USU.S. manufacturing initiative. Prior to that, Ms. Gloeckler held leadership roles at The Hershey Company, a global confectionary manufacturer. She holds a bachelor’sbachelor's degree in Communicationcommunication and Psychologypsychology from the University of Michigan.

Ms. Gloeckler has been a director of Duckhorn Portfolio, Inc., an NYSE-listed luxury wine company, since May 2021, of Holley Inc., an NYSE-listed automotive goods company, since July 2021, and of Pairwise Plants LLC, an agriculture technology company, since December 2021. She served on the board of Benson Hill, an agricultural technology company, from February 2019 to February 2021. She also currently servesserved as a member of The University of Michigan Dean’s Advisory Council.Council from 2015-2022.


Specific Expertise: Ms. Gloeckler brings to the board significant experience from her service in senior executive and management positions at major corporations in the retail and consumer packaged goods industries. The board benefits from Ms. Gloeckler’s multi-unit expertise and experience in E-commerce,e-commerce, marketing, human capital and executive compensation. Ms. Gloeckler also brings an important perspective from her service as a director of another public company board.
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Maile
Naylor (nee Clark)


Director since 2019
Independent
4950 years old
Audit committee (Member)(member)
Nominating and corporate governance
committee (member)

Maile Naylor (nee Clark)has been a director of the company since 2019. Ms. Naylor has spent twenty-five25 years working in the investment management industry analyzing and evaluating global consumer discretionary companies. She previously worked as an Investment Officerinvestment officer at MFS Investment Management, a global asset management company, from September 2005 until her retirement from the investment management industry in April 2018. Prior to that, Ms. Naylor also held positions at Scudder Kemper Investments and Wellington Management, each investment management firms. She holds a bachelor’sbachelor's degree in Financefinance from Boston University and is a CFA charter holder.

Ms. Naylor currently serves on the board of Laird Superfood, Inc., which is listed on the NYSE American, and is a member of the Boardboard of Advisorsadvisors of the Boston Ballet. She served as a member of the President’s Council of the Boston Children’s Museum from October 2019 to October 2022.


Specific Expertise: Ms. Naylor brings to the board a deep knowledge of the investment management industry based on her 25-year career at prominent investment institutions. The board benefits from Ms. Naylor’s extensive background in finance and her experience serving on the board of another public company.
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Steve
Ortega


Director since 2023
Independent
62 years old
Audit committee (member)
Compensation committee (member)
Steve Ortega has been a director of the company since 2023. Mr. Ortega is an accomplished senior executive and board director with decades of deep retail and omnichannel experience. From 2019 through March 2024, he has served as chairman of the board of directors of Leslie’s Inc., a NASDAQ-listed company offering direct-to-consumer pool and spa care products and services. At Leslie’s Inc., Mr. Ortega also served as president and chief executive officer from 2017 to 2020; as president and chief operating officer from 2015 to 2017; as executive vice president, chief financial officer and chief operating officer from 2014 to 2015; and as executive vice president and chief financial officer from 2005 to 2014. Prior to joining Leslie’s Inc., he held a number of leadership positions at BI-LO, LLC, American Stores Company and Lucky Stores, Inc. He holds a bachelor’s degree in accounting from the University of Arizona.

Since 2021, Mr. Ortega also has served on the board of James Avery Artisan Jewelry, a multi-channel jewelry retailer.

Specific expertise: Mr. Ortega brings to the board significant retail and omnichannel experience. The board benefits from Mr. Ortega’s extensive experience holding leadership roles at multiple large retailers. Mr. Ortega also brings important perspective due to his prior service as the chairman of another public company board and his significant executive compensation experience.
Ken
Parent


Director since 2011
Independent
6465 years old
Compensation committee (Chair)(chair)
Ken Parent has been a director of the company since 2011. Mr. Parent served as Special Advisorspecial advisor to the Chairmanchairman and Chief Executive Officerchief executive officer of Pilot Flying J, the largest travel center operator in North America from January 2021 to April 2023. From 20152014 to December 31, 2020, Mr. Parent served as Presidentpresident of Pilot Flying J. In this role, he oversaw all company functions, including human resources, technology, finance, real estate and construction. Mr. Parent also leadled strategic initiatives on behalf of Pilot Flying J. Prior to becoming President,president, he served as Executive Vice President, Chief Operating Officerexecutive vice president, chief operating officer of Pilot Flying J from 2013 to 2014. Prior to that, Mr. Parent served as Pilot Flying J’s Senior Vice PresidentJ's senior vice president of Operations, Marketingoperations, marketing and Human Resourceshuman resources from 2001 to 2013 where he managed store and restaurant operations, marketing, sales, transportation and supply and distribution. Mr. Parent holds a Master of Business Administration and a bachelor’sbachelor's degree in Marketingmarketing from San Diego State University.


Specific Expertise: Mr. Parent brings to the board significant managerial and operational experience as a result of the various senior positions held during his over 20-year tenure at Pilot Flying J, including as President. The board also benefits from Mr. Parent’s multi-unit expertise and deep knowledge of the fuel and retail industries.
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Chris
Peterson


Director since 2018
Independent
5657 years old
Audit committee (Chair)(chair)
Compensation committee (Member)(member)
Chris Peterson has been a director of the company since 2018. Mr. Peterson is currently president and chief executive officer as well as a director of the Presidentboard at NASDAQ-listed Newell Brands, Inc., a consumer and commercial products producer. Mr. Peterson previously served as Chief Financial Officerpresident and President, Business Operationschief financial officer and president, business operations at Newell until Januarybefore assuming his current role in May 2023. Prior to this role, he was Chief Operating Officer, Operationschief operating officer, operations at Revlon, Inc., a beauty products retail company, where he led the global Supply Chain, Financesupply chain, finance and IT functions from April 2017 to July 2018.

From 2012 to May 2016, Mr. Peterson was at Ralph Lauren, an apparel manufacturing company, where he was recruited as Senior Vice President, Chief Financial Officersenior vice president, chief financial officer and later served as President, Global Brands.president, global brands. Prior to his time at Ralph Lauren, he spent 20 years at The Procter & Gamble Company an NYSE-listed multinational consumer packaged goods corporation, in various roles of increasing responsibility, the latest of which was Vice Presidentvice president and Chief Financial Officer, Global Household Care.chief financial officer, global household care. Mr. Peterson has a bachelor’s degree from Cornell University in Operations Researchoperations research and Industrial Engineering.industrial engineering.


Specific Expertise:Mr. Peterson brings to the board significant finance and operations experience in the retail and consumer packaged goods industry through his current chief executive role at Newell Brands, Inc. and his prior positions at Ralph Lauren, Revlon and The Procter & Gamble Company. The board also benefits from Mr. Peterson’s multi-unit expertise and significant experience in investor relations and executive compensation.
Marie
Robinson


Director since 2023
Independent
56 years old
Audit committee (member)
Marie Robinson has been a director of the company since 2023. Ms. Robinson served as Sysco’s executive vice president and chief supply chain officer from March 2020 to September 2023. Previously she served as senior vice president, chief operations and transformation officer with Capri Holding Limited, the parent holding company of Michael Kors, Versace and Jimmy Choo and from May 2014 to December 2018 served as Senior Vice President, Corporate Strategy & COO for Michael Kors Holdings Limited. Ms. Robinson’s previous roles include senior vice president, chief logistics officer at Toys “R” Us from April 2012 to April 2014; senior vice president, supply, logistics and customer experience at The Great Atlantic & Pacific Tea Company, Inc. from December 2010 to March 2012; senior vice president, supply chain at Smart & Final Stores, LLC from July 2005 to November 2010; regional director at Toys “R” Us from July 2003 to June 2005; and regional vice president, logistics at Wal-Mart Stores, Inc. from January 1993 to April 2003. She began her career as a logistics officer for the U.S. Army and holds a bachelor’s degree in communications from the University of Alabama and a master’s degree in leadership and organizational studies from Azusa Pacific University.

She currently also serves as an independent director for Lazer Logistics and Voltera, both of which are EQT properties, and as an independent director and a member of Audit and HR Committees of Dakota Supply Group, an ESOP company.


Specific Expertise: Ms. Robinson brings to the board significant retail operations experience due to her 30 plus years at companies such as Wal-Mart Stores, Inc., Toys “R” Us, Inc., and Capri Holding Limited. The board benefits from Ms. Robinson’s deep knowledge in operations, logistics and transformation and significant executive compensation experience.
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Rob
Steele


Director since 2016
Lead independent director
6768 years old
Audit committee (Member)(member)
Rob Steele has been our lead independent director of the company since May 2019. He currently serves on an advisory board for CVC, a private equity and investment advisory firm. He also serves on the board of Berry Global and served on the board of Newell Brands from 2018 to May 2024. From 2007 to 2011, Mr. Steele served as Vice Chairmanvice chairman of Global Healthglobal health and Well-Beingwell-being at The Procter & Gamble Company, a multinational consumer goods corporation, retiring in 2011. Mr. Steele spent 35 years with The Procter & Gamble Company, where he served as Group Presidentgroup president of Global Household Care, Group Presidentglobal household care, group president of North America, VP North America home care and in a range of brand management and sales positions. Mr. Steele holds a Master of Business Administration from Cleveland State University and a bachelor’s degree in Economicseconomics from the College of Wooster.

Mr. Steele formerly served on the board of Kellogg Company from 2007 to 2012; the board of Beam Co. from 2012 to 2014; the board of Keurig Green Mountain, Inc. from 2013 to 2016; and as trustee of The St. Joseph Home for Handicapped Children from 1995 to 2012. He currently also serves on the boardsboard of directors of Newell Brands, Inc. and Berry Global Group, Inc. and previously served on the board of directors of LSI Industries, Inc. from July 2016 to June 2019.


Specific Expertise: Mr. Steele brings to the board strong experience in the consumer packaged goods industry, including his long career at The Procter & Gamble Company, where he held several leadership positions. The board also benefits from Mr. Steele’s multi-unit expertise and significant experience in marketing and executive compensation.
Note: Chris Baldwin has notified the board that he shall not seek re-election at the end of his current term ending in June 2024.
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Director compensation
Our non-employee director compensation is intended to attract, retain and appropriately compensate highly qualified individuals to serve on the board. The board and/or the compensation committee review our non-employee director compensation policy annually.
The board is responsible for approving the compensation of our non-employee directors, provided that the compensation committee may make recommendations to the board with respect to non-employee director compensation. For fiscal year 2022, no2023, the company increased the additional retainer for lead director from $30,000 to $50,000 based on the increased level of responsibilities for such role following the combination of the roles of chairman of the board and chief executive officer by the board and to better align with peer group practices. No other changes were made to our non-employee director compensation.
The following table sets forth information concerning the compensation of our non-employee directors during fiscal year 2022.2023. Mr. Eddy, our current chairman, president and chief executive officer was an employee of the company during fiscal year 20222023 and, therefore, did not receive compensation for his service as a director. The compensation of Mr. Eddy is reflected in the Summary Compensation Table.
Director name
Fees earned or
paid in cash
($)(1)
Stock
awardsAwards
($)(2)
Total
($)
Chris Baldwin
$   340,040
$   199,977
$   540,017
115,499149,982265,481
Darryl Brown
95,542
149,983
245,525
116,822149,982266,804
Michelle Gloeckler
103,000
149,983
252,983
103,000149,982252,982
Tom Kingsbury(3)
105,000
105,000
Maile Naylor
107,500
149,983
257,483
110,558149,982260,540
Steve Ortega(3)
68,193149,982218,175
Ken Parent
105,000
149,983
254,983
119,724149,982269,706
Chris Peterson
125,000
149,983
274,983
134,794149,982284,776
Marie Robinson(4)
64,371149,982214,353
Rob Steele
137,500
149,983
287,483
157,500149,982307,482
Judy Werthauser(4)
137,721
137,721
(1)
Represents amounts earned in fiscal year 20222023 with respect to cash retainers. Mr. Baldwin earned $187,670 as executive chairman from the start of fiscal year 2022 through June 15, 2022 and $152,370$55,907 as non-executive chairman from January 29, 2023 through June 14, 2023 and $59,592 as non-employee director from June 16, 202215, 2023 through the end of fiscal year 2022.2023. On January 18, 2024, Mr. Baldwin notified company that he has decided not to stand for re-election to the company’s board of directors at the Annual Meeting.
(2)
Represents the aggregate grant date fair value of restricted stock unit awards granted during fiscal year 2022,2023, calculated as the closing price per share of our common stock on the NYSE on June 16, 202215, 2023 (i.e., $58.61)$62.13), multiplied by the number of units granted, in accordance with ASC Topic 718. Please see “Executive Compensation—Compensation DiscussDiscussion and Analysis—Tax and Accounting Considerations—Accounting for Stock-Based Compensation” for further information. As of the end of fiscal year 2022,2023, each of the non-employee directors other than Mr. Baldwin, held 2,559were granted 2,414 unvested restricted stock unit awards that had been granted by the company as director compensation. As of the end of fiscal year 2022, Mr. Baldwin held 3,412 unvested restricted stock unit awards that had been granted by the company as director compensation.
(3)
Represents fees earned from June 16, 2023, the date of Mr. Kingsbury resigned from the board effective February 7, 2023. AsOrtega’s appointment as a result of his resignation, his equity award for fiscal year 2022 was forfeited in its entirety.director.
(4)
Represents fees earned from June 16, 2023, the date of Ms. Werthauser resigned from the board effective February 2, 2023. AsRobinson’s appointment as a result of her resignation, her equity award for fiscal year 2022 was forfeited in its entirety.director.
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Narrative disclosure to director compensation table
Pursuant to our non-employee director compensation policy, each non-employee director will receive a cash retainer for service on the board and for service on each committee on which the director is a member in the following amounts:
Annual retainer
($)
Board:
Board
All non-employee directors
$     95,000
Additional retainer for lead director
50,000*
Audit committee:
Chair
30,000
Members (other than the chair)
12,500
Compensation committee:
Chair
25,000
Members (other than the chair)
10,000
Nominating and corporate governance committee:
Chair
18,000
Members (other than the chair)
8,000
*
Additional retainer for lead director was increased from $30,000 to $50,000 effective January 29, 2023.50,000
Audit committee
Chair30,000
Members (other than the chair)12,500
Compensation committee
Chair25,000
Members (other than the chair)10,000
Nominating and corporate governance committee
Chair18,000
Members (other than the chair)8,000
The annual retainers are earned on a quarterly basis based on a calendar quarter and are paid by the company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a non-employee director does not serve as a director or in the applicable committee or board positions for an entire calendar quarter, such director will receive a pro-rated portion of the applicable retainers otherwise payable to such director for such calendar quarter. We also reimburse our non-employee director for any travel or other business expenses related to their service as a director.
In addition to the annual cash retainers, each non-employee director receives an annual restricted stock unit grant with a fair market value on the date of grant of $150,000 per year, which is made pursuant to the BJ’s Wholesale Club Holdings, Inc. 2018 Incentive Award Plan (the “2018 Plan”). The annual equity award will be granted on the date of the annual meeting of shareholders or on the date of such director’s election or appointment to the board, which awards will also be prorated if a director is elected or appointed as of a date other than the date of the annual meeting of shareholders. Each director may elect to defer the annual restricted stock unit award, subject to compliance with Section 409A of the Internal Revenue Code, and the board may determine, in its sole discretion, that such annual equity grant be in the form of deferred stock or in shares of common stock with equivalent value on the date of grant. Each equity award will vest and become exercisable on the earlier of (i) the day immediately preceding the date of the first annual meeting of shareholders following the date of grant and (ii) the first anniversary of the date of grant, subject to the director continuing in service on the board through the applicable vesting date. No portion of an annual equity award that is unvested or unexerciseableunexercisable at the time of a director’s termination of service on the board will become vested and exercisable thereafter. In the event a director is terminated upon or within 12 months following a change in control, as defined in the 2018 Plan, such director’s outstanding equity awards will accelerate and vest in full.
During fiscal year 2022, the role of executive chair transitioned to non-executive chair and, was awarded $200,000 in incremental compensation which included a $150,000 cash retainer and $50,000 in restricted stock units which was in addition to the annual equity award for non-employee directors noted above. The incremental compensation was evaluated by Exequity (as defined and described below in “Engagement of compensation consultant”) and found to be consistent with the company’s peer groups.
Director stock ownership guidelines
The board adopted the director stock ownership guidelines, pursuant to which non-employee directors are required to own equity in the company at least equal to five times their retainer within five years of their election or appointment. Please see the disclosure under “Executive Compensation—Director and executive stock ownership guidelines”Executive Stock Ownership Guidelines” for more information.
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Proposal 2:2
Approval, on an advisory
(non-binding) basis, of the
compensation of our
named executive officers
As required by Section 14A(a)(1) of the Exchange Act, the below resolution enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement. This proposal (the “Say-on-Pay Vote”), and commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our NEOs’ compensation. The Say-on-Pay Vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. We submit the compensation of our NEOs to our shareholders for a non- binding advisory vote on an annual basis. Based on the non-binding advisory vote regarding the frequency of future executive
executive compensation advisory votes conducted at the 2020 Annual Meeting of Shareholders, the next vote on the non-binding advisory frequency of such non-binding advisory votes will occur no later than our 2025 Annual Meeting of Shareholders.
The board unanimously recommends that you vote “FOR” this advisory proposal.
We encourage our shareholders to review the “Executive Compensation” section of this Proxy Statement for more information. As an advisory approval, this proposal is not binding upon us or the board. However, the compensation committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our shareholders expressed through your vote on this proposal. The board and the compensation committee will consider the outcome of this vote in making future compensation decisions for our named executive officers. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the shareholders of BJ’s Wholesale Club Holdings, Inc. approve, on an advisory basis, the fiscal year 20222023 compensation of BJ’s Wholesale Club Holdings, Inc.’s named executive officers as described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in BJ’s Wholesale Club Holdings, Inc.’s Proxy Statement for the 20232024 Annual Meeting of Shareholders.”
Board recommendation
The board unanimously recommends you vote FOR the resolution to approve, on an advisory (non-binding) basis, the compensation of our NEOs, as described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in this Proxy Statement.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This section (“Compensation Discussion and Analysis”) discusses the philosophy and material components of our executive compensation program for our named executive officers and the objectives driving the associated practices and decisions.
Executive summary
Our executive compensation program is designed to be flexible and complementary and to collectively serve the principles and objectives of our compensation and benefits programs, including to reflect shareholder values, enhance the link between executive pay and company performance, respond to changing market practices and retain effective leaders who have a significant understanding of our business.
Named executive officers
Our NEOs for fiscal year 20222023 were:
graphic

Executive compensation philosophy and objectives
Our executive team is critical to our success and to building value for our shareholders. The principles and objectives of our executive compensation program are to:
ATTRACT, engage and retain the best executives, with experience and managerial talent, enabling us to be an employer of choice in a highly competitive and dynamic industry
ALIGN compensation with our corporate strategies, business and financial objectives and the long-term interests of our shareholders
MOTIVATE and reward executives whose knowledge, skills and performance ensure our continued success
ENSURE that our total compensation is fair, reasonable and competitive
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Elements of compensation
The principal components of our executive compensation program are designed to fulfill one or more of the principles and objectives described above. Compensation of our NEOs includes each of the following key elements:

Base salary
Fixed
short-term
cash
Provides market-competitive fixed cash compensation reflecting role, responsibility and experience.
Represents 12% of CEO target compensation and 20.2%20% - 25.5%25% of other NEO target compensation.

Annual Incentive Plan awards(1)

Variable
mid-term
cash

Earned based on achievement of a pre-established company financial metrics (adjusted EBITDA and comparable club sales). Designed to align pay to both individual and company performance for the fiscal year.
Represents 18% of CEO target compensation and 17.3%18% - 20.2%21% of other NEO target compensation.

Long-term incentive awards(2)
Variable
long-term
equity
Designed to drive company performance; align interests with shareholders; and encourage long-term retention of executives.
Represents 70% of CEO target compensation and 56.6%55% - 60.1%60% of other NEO target compensation.compensation
(1)
70% of award achievement is based on adjusted EBITDA goal and 30% of award achievement is based on comparable club sales goal.
(2)
Annual performance share unit awards represent 50% of long-term incentive awards, vest over a three-year period and are earned based on the achievement of cumulative adjusted EPS growth compared to goals established by the compensation committee. The shares earned pursuant to these awards, if any, will cliff vest as of the end of the performance period, based on continued employment through such date. Annual restricted stock awards represent the remaining 50% of long-term incentive awards and vest ratably over a three-year grant period.
We view each component of our executive compensation program as related, but distinct, and we also regularly reassess the total compensation of our executive officers to ensure that our overall compensation objectives are met. In addition, we have determined the appropriate level for each compensation component, which is based on our understanding of the competitive market based on the experience of the members of the compensation committee, advice and information provided by Exequity (as defined and described below in “Engagement of compensation consultant”), our recruiting and retention goals, our view of internal equity and consistency, the length of service of our executive officers, our and each executive officer’s overall performance, and other considerations the compensation committee considers relevant. Our executive compensation program is designed to be flexible and complementary and to collectively serve all of the executive compensation principles and objectives described above.
We offer cash compensation, in the form of base salaries, annual company performance-based bonusesincentives and, as circumstances warrant, discretionary individual performance-based bonuses,incentives, that we believe appropriately rewards our executive officers for their contributions to our business. When making awards, the compensation committee considers the company’s financial and operational performance. A key component of our executive compensation program is long-term incentive awards, which are comprised of performance-based and time-based awards as noted above. We emphasize the use of long-term equity awards to incentivize our executive officers to focus on the growth of our overall enterprise value and, correspondingly, the creation of value for our shareholders. Except as described below, we have not adopted any formal or informal policy or guidelines for allocating compensation between currently paid and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation.
Each of the primary elements of our executive compensation program is discussed in more detail below.
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Key compensation practices
The following table highlights key features of our executive compensation program that demonstrate the company’s ongoing commitment to promoting shareholder interests through sound compensation governance practices.
WHAT WE DO
WHAT WE DON’TDON'T DO

Align the interests of our NEOs with those of our long-term investors by awarding a meaningful percentage of total compensation in the form of equity

Do not allow hedging or pledging of company securities

Grant annual cash incentive compensation opportunities based on pre-established company goals

Do not provide for “single trigger” payment of cash severance or acceleration of time-based equity
upon a change in control

Have robust equity ownership guidelines for our directors and executive officers (for our CEO, 5x base salary)

Do not provide for Section 280G excise tax gross-up payments

Have a clawback policy that allows for the recovery of previously paid incentive compensation in the event of a financial restatement

Do not encourage unnecessary or excessive risk-taking as a result of our compensation policies

Engage an independent compensation consultant to advise the compensation committee

Do not allow for repricing of stock options without shareholder approval
Roles of the compensation committee, chief executive officer and management in compensation decisions
Role of the compensation committee
The compensation committee oversees key aspects of the company’s executive compensation programs, including, base salaries, annual incentive and long-term incentive awards, and perquisites or other benefits for the company’s executive officers, including our NEOs. The compensation committee approves performance goals for awards granted under our incentive compensation programs. In making its decisions the compensation committee considers a variety of factors, including, but not limited to:
our view of the strategic importance of the position;
our evaluation of the competitive market based on the experience of the members of the compensation committee with other companies and market information we may receive from executive search firms retained by us;
our financial condition and available resources;
the length of service of an individual; and
the compensation levels of our other executive officers, each as of the time of the applicable compensation decision.
Role of the chief executive officer and management
The chief executive officer and management team manage the compensation programs based on the compensation committee’s decisions and directives. The chief executive officer makes recommendations to the compensation committee regarding compensation of executive officers other than himself.
Engagement of compensation consultant
The compensation committee is authorized to retain the services of one or more executive compensation advisors, in its discretion, to assist with the establishment and review of our compensation programs and related policies. In accordance with its authority to retain consultants and advisors described above, the compensation committee continued to engage the services of Exequity, LLP (“Exequity”), a national compensation consulting firm, as its compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in administering our compensation program and policies.
All services related to executive compensation provided by Exequity during fiscal year 20222023 were conducted under the direction or authority of the compensation committee, and all work performed by Exequity was pre-approved by the compensation committee. Neither Exequity nor any of its affiliates maintains any other direct or indirect business relationships with us or any of our subsidiaries. Additionally, during fiscal year 2022,2023, Exequity did not provide any services to us unrelated to executive and director compensation.
The compensation committee evaluates Exequity’sExequity's independence on an annual basis and has evaluated whether any work provided by Exequity raised any conflict of interest under applicable SEC or NYSE rules for services performed during fiscal year 20222023 and determined that it did not.
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Key fiscal year 20222023 compensation decisions
The compensation committee generally approves annual compensation levels for NEOs in the first quarter of each fiscal year, though it may make adjustments to compensation at other times of the year. When determining base salaries, annual bonuses,incentives, long-term incentive awards, and other forms of compensation, the compensation committee takes into consideration a variety of information, including, but not limited to, data generated from the compensation practices of its peer group companies, internal equity, an executive’s experience, knowledge of our business and the retail industry, scope of responsibility, corporate performance and individual performance. In particular, the compensation committee made the following key compensation decisions for fiscal year 2022:2023:
increased base salary for Ms. Felice and Messrs. Desroches and Kesslerall NEOs as further described in “Base salary” below;
increased target annual cash incentive award opportunities under our Annual Incentive Plan for certain NEOs in accordance with base salary adjustments however each NEO’sand/or increased target payout percentage for his or her fiscal year 20222023 award, was consistent with fiscal year 2021, as further described in “Annual Incentive Plan Awards” below;
increased annual long-term incentive awards (in the form of restricted stock awards and
added pre-established comparable club sales metric to the Annual Incentive Plan as a basis for determining achievement thereunder, with the weighting of the pre-established financial metrics adjusted from 100% adjusted EBITDA to 70% adjusted EBITDA and 30% comparable club sales, performance-based stock units) as further described in “Annual Incentive Plan Awards” below.“Long-term incentive awards” below; and
determined that our NEOs earned 200% of their respective target performance share unit awards granted in fiscal year 2020, which represented 50% of their long-term incentive compensation awards for that year, and were earned on March 31, 2023, for the three-year performance period from February 2, 2020 to January 28, 2023.
Assessing competitive practice through peer group comparisons
To gain a general understanding of our current compensation practices, the compensation committee reviews the compensation of executives serving in similar positions at peer group companies. The external market data reviewed for fiscal year 20222023 was provided by Exequity.
In reviewing and developing the peer group companies for fiscal year 2022,2023, the compensation committee considered, at the recommendation of Exequity, industry, annual revenue, market capitalization, enterprise value, EBITDA and gross margin, among other factors for each company. With respect to its executive compensation program, the company is reasonably positioned near the median of the peer group companies based on market capitalization and enterprise value. The compensation committee reviews and develops the peer group companies annually with input from Exequity. In its 20212022 review of the peer group for setting fiscal 2022year 2023 compensation, the compensation committee removed The Michaels Companies, Inc in connection with it being acquired by ApolloBed Bath & Beyond, Inc. and added Albertsons Companies, Inc. and Petco Health and Wellness Company,Ross Stores, Inc. to the peer group as identified and recommended by Exequity.Exequity based on the factors set forth above.
Fiscal Year 2022 Executive Compensation Peer Group Companiesyear 2023 executive compensation peer group companies(2)
Company name
GICS industry
Albertsons Companies, Inc.
Food Retail
Bed Bath & Beyond, Inc.(1)
Home Furnishing Retail
Big Lots, Inc.
General Merchandise Stores
Burlington Stores, Inc.
Apparel Retail
Dick’sDick's Sporting Goods, Inc.
Specialty Stores
Dollar General Corporation
General Merchandise Stores
Dollar Tree, Inc.
General Merchandise Stores
Foot Locker, Inc.
Apparel Retail
Kohl’sKohl's Corporation
Department Stores
Petco Health and Wellness Company, Inc.
Specialty Stores
Sprouts Farmers Market, Inc.
Food Retail
Target Corporation
General Merchandise Stores
The TJX Companies, Inc.
Apparel Retail
Williams-Sonoma, Inc.
Home Furnishing Retail
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(1)
On June 15, 2023, BJ’s approved removal of Bed, Bath & Beyond, Inc. as a peer group company for future compensation determinations after it filed for Chapter 11 bankruptcy protection.

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(2)
On June 15, 2023, BJ’s approved the addition of Ross Stores, Inc. as a peer group company for future compensation determinations.
In fiscal year 2022,2023, the compensation committee considered the pay practices and compensation levels of executives serving in similar positions at the peer group companies when it determined the base salary adjustments, the promotional awards, the change in the target payout levels under our Annual Incentive Plan and the size and mix of equity awards granted to our NEOs, each as described below.
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Base salary
We believe it is important to provide a competitive fixed level of pay to attract and retain experienced and successful executives. Annual base salaries compensate our NEOs for fulfilling the requirements of their respective positions and provide them with a level of cash income predictability and stability with respect to a portion of their total compensation.
The following table sets forth fiscal year 20222023 and fiscal year 20212022 annual base salaries for our NEOs:
Named executive officer
Fiscal year 2023
base salary
($)(1)
Fiscal year 2022
base salary(1)
Fiscal year 2021
base salary($)(2)
Percentage (%)
change
Bob Eddy
$   1,200,000
$   1,200,000
  — %
1,350,0001,200,00012.5
Laura Felice
675,000
600,000
12.5
750,000675,00011.1
Paul Cichocki
850,000
850,000
900,000850,0005.9
Jeff Desroches
625,000
600,000
4.2
650,000625,0004.0
Scott Kessler
595,000
570,000
4.4
Bill Werner575,000539,0446.7
(1)
Base salaries were effective April 3, 20222, 2023 for fiscal year 20222023 and have been annualized based on such amounts.
(2)
Base salaries for Messrs. Eddy, Cichocki and Ms. Felice were effective April 19, 2021 in connection with their respective appointments to their current roles and have been annualized based on such amounts. Mr. Desroches and Mr. Kessler’s base salaries were effective April 1, 20213, 2022 for fiscal year 2022 and have been annualized based on such amounts.
The base salaries of our executive officers, including our NEOs, are reviewed periodically by the compensation committee and our chief executive officer (except with respect to his own base salary), and adjustments are made as deemed appropriate. In determining the amount of base salary that each NEO receives, we consider the executive’s current compensation, tenure, any change in the executive’s position or responsibilities and the complexity and scope of the executive’s position and responsibilities as compared to those of other executives within the company and in similar positions at the peer group companies.
The base salaries for Messrs. Eddy and Cichocki did not change in fiscal year 2022 from fiscal year 2021. The increases to the base salaries of Messrs. Desroches and Kessler and Ms. Feliceour NEOs for fiscal year 20222023 were designed to maintain or establish, as applicable, each NEO’s base salary near the median of his or her counterparty within the peer group companies and were based on the compensation committee’s review of the benchmarking data for the peer group companies provided by Exequity.
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Annual Incentive Plan awards
Our Annual Incentive Plan, which became effective on January 29, 2017 (the “Annual Incentive Plan”), is designed to reward participants, including our NEOs, for their contributions to the company based on the achievement of pre-established company financial metrics, adjusted EBITDA and comparable club sales. Prior to fiscal year 2022, awards under the Annual Incentive Plan were determined solely based on the achievement of adjusted EBITDA. In fiscal year 2022, the compensation committee determined to include a top line performance measurement, comparable club sales, as an additional basis for determining achievement under the Annual Incentive Plan, in order to expand each NEO’s accountability for company results beyond adjusted EBITDA. As each NEO’s performance contributes to these metrics, we believe they provide a fair and objective basis on which to evaluate each NEO’s performance and to determine each NEO’s annual cash incentive award under the Annual Incentive Plan.
Financial
performance metric
(weighting)
Definition
Rationale for selection
Adjusted EBITDA
70%
Income from continuing operations before interest expense, net, provision for income taxes and depreciation and amortization, adjusted for the impact of certain other items, including stock-based compensation expense; pre-opening expenses; non-cash rent; acquisition and integration costs; home office transition costs; reduction-in-force severance,restructuring and other adjustments, net;pre-opening expense, non-cash rent expense and specified litigation expense; and, for purposes of setting our performance target under the Annual Incentive Plan, excluding gas profit outside of a specific collar and other adjustments as determined by the compensation committee.
• Creates a strong focus on our overall profit goal and underlying drivers of revenue growth, cost control, cash generation and ultimately total shareholder return.

• Directly measures the progress we are making on our strategic growth initiatives.
Comparable club sales
30%
Comparable club sales, also known as same-store sales, includes all clubs that were open for at least 13 months at the beginning of the period and were in operation during the entirety of both periods being compared, including relocated clubs and expansions.
• Key valuation driver in the retail industry.

• Key financial metric in measuring the company’s performance and demonstrates the effectiveness of our core business activities.
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The compensation committee assigns our NEOs an annual cash incentive target opportunity expressed as a percentage of base salary. For fiscal 2022,2023, these formula-driven cash payouts could have ranged from zero, if company performance fell below minimum thresholds, to 100% of annual incentive opportunity, if the targets were met, and up to a maximum of 200% of the target annual incentive opportunity if performance exceeded target. Our Annual Incentive Plan provides the compensation committee with the authority to reduce the amount of annual cash incentive award paid to a participant, or some or all participants, if the compensation committee determines that such reduction is appropriate. The compensation committee established minimum, target and maximum levels of performance for the adjusted EBITDA and comparable club sales goals shortly after the beginning of fiscal year 2022,2023, based on an assessment of the operating landscape for fiscal year 2022,2023, which may result in variations in these established levels from year to year. Overall, the goals for adjusted EBITDA for fiscal year 2022 were largely consistent with the prior year, and, as referenced above, comparable club sales was added as an additional basis for determining achievement under the Annual Incentive Plan.
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The table below illustrates the relationship between actual adjusted EBITDA and comparable club sales performance for fiscal year 20222023 as compared to performance targets, the percentage of performance targets earned and the resulting aggregate cash incentive award attainment determined with interpolation applying for amounts between levels.
 
Adjusted
EBITDA(1)
Comparable
club sales(1)
Payout
(dollars in millions)
Minimum
$      852
$     13,253
    0 %
Target
887
14,099
100
Maximum
960
14,663
200
Actual
914(2)
14,663
158
Achievement%
    140 %
    200 %
 
(dollars in millions)
Adjusted
EBITDA
($)(1)
Comparable
club sales
($)
Payout
(%)
Minimum1,05815,0360
Target 1,102 15,996 100 
Maximum1,19116,636200
Actual 
1,088(2)
 15,457 60 
Achievement (%)6744
(1)
The compensation committee determined that adjusted EBITDA for fiscal year 20222023 was $914,000,000$1.088B and the comparable club sales was $14,663,000,000,$15.457B which resulted in an achievement level of 158%.60% for total AIP payout. The weighting of the adjusted EBITDA and comparable club sales goals is 70% and 30%, respectively. Additionally, theThe total cash incentive award amounts were correspondingly increasedpaid at lower than target payout amounts due to adjusted EBITDA and comparable club sales for fiscal year 2022 exceeding2023 being achieved between the minimum and target performance level.levels.
(2)
Additionally, adjusted EBITDA did not include gas profit outside of a specific collar, and such amounts were therefore excluded from the calculation of the achievement level.
Each NEO’sNEO's target annual cash incentive award opportunity is expressed as a percentage of his or her base salary in effect at fiscal year-end and is based on peer group benchmark data and the scope of responsibility and impact the executive has on the company’scompany's overall results. In fiscal year 2022, theThe compensation committee maintained each NEO’sthe target payout percentage of Messrs. Eddy and Mr. Cichocki for his or hertheir respective fiscal year 2022 award,2023 awards, consistent with their target payout percentages for fiscal year 2021.
Given2022. The compensation committee increased the base salary increases fortarget payout percentage of Ms. Felice and Messrs. Desroches and Kessler, each NEO’s target annual cash incentive award opportunity increasedWerner for their respective fiscal year 2022. These2023 awards as detailed below. The target payout percentage increases were intended to more closely align each NEO’sNEOs potential annual total cash compensation more closely with the median of the annual total cash compensation paid to executives with similar roles and responsibilities at the peer group companies.companies and were based on the compensation committee’s review of the benchmarking data for the peer group companies provided by Exequity.
Further, given the base salary increases for each of our NEOs in fiscal year 2023, each NEO's target annual cash incentive award opportunity increased for fiscal year 2023.
The following table sets forth fiscal year 20222023 target bonusesincentives for each of our NEOs as a percentage of base salary, the percentage of target bonusincentive earned for each NEO as a percentage of base salary and the cash incentive award amounts that were paid to each NEO for fiscal year 20222023 based on the achievement of the goals described above.
Named executive officer
Annual Incentive Plan
target bonus incentive
percentage
(%)(1)
Annual Incentive
Plan target
bonusincentive
($)(2)
Percentage earned
(%)
Cash incentive
award
amount
($)(3)
Bob Eddy
    150 %
$     1,800,000
    158 %
$     2,844,001
1502,025,000601,215,000
Laura Felice
70
472,500
158
746,550
85637,50060382,500
Paul Cichocki
100
850,000
158
1,343,001
100900,00060540,000
Jeff Desroches
70
437,500
158
691,250
75487,50060292,500
Scott Kessler
70
416,500
158
658,070
Bill Werner75431,25060258,750
(1)
Fiscal year 20222023 was 5253 weeks long. Each executive’s target bonusincentive was a percentage of their base salary as of January 28, 2023.February 3, 2024.
(2)
Calculated as Annual Incentive Plan Target Bonus Percentagetarget incentive percentage multiplied by the NEO’s annual salary.
(3)
Cash incentive award amounts earned for fiscal year 20222023 were paid in March 2023.2024.
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Long-term incentive awards
For fiscal year 2022,2023, each of our NEOs received long-term incentive awards comprised of performance share units and restricted stock awards. We designed these awards primarily to motivate, reward and retain our executive officers in a manner that best aligns their interests with the interests of our shareholders. Our executive officers earn performance share units based on the achievement of pre-defined cumulative adjusted EPS goals over a three-year performance period, determined by the compensation committee, and we believe these types of awards provide a direct line of sight for the NEOs between our financial performance and their long-term incentive rewards. Furthermore, the restricted stock component of our long-term incentive awards closely aligns the incentives provided by these awards with the interests of our shareholders as our executive officers benefit from restricted stock awards when the market price of our common stock increases and all changes to the value of stock, whether positive or negative, directly correspond to those experienced by our shareholders. Therefore, we believe that restricted stock awards and performance
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share units provide meaningful incentives to our executive officers to achieve increases in the value of our stock over time and are an effective tool for meeting our compensation goals of increasing long-term shareholder value by tying the value of the awards to our future performance and by aligning executive officer compensation with the interests of our shareholders.
Historically, when determining the amount and terms of equity compensation awards, we considered, among other things, market information provided by Exequity, individual performance history, job scope, function, title, outstanding and unvested equity awards and comparable awards granted to other executives at similar levels at the peer group companies. The compensation committee has also drawn upon the experience of its members in making such determinations.
Based on these considerations, the compensation committee determined not to increase the long-term incentive award amounts for the NEOs for fiscal year 2022, except for Ms. Felice. Ms. Felice’s long-term incentive award amount was increased from $1.2 million to $1.5 million, or by 25%,2023 in order to migrate her total compensation closer to the median of her counterpartyremain competitively positioned with their respective counterparties within the peer group companies given her promotion to chief financial officer in 2021, and was based on the compensation committee’s review of the benchmarking data for the peer group companies provided by Exequity.
Target Long-Term Incentive Values
Name
2023
($)
2022
($)
Change
(%)
Bob Eddy8,000,0007,000,00014.3
Laura Felice1,700,0001,500,00013.3
Paul Cichocki2,700,0002,500,0008.0
Jeff Desroches1,500,0001,400,0007.1
Bill Werner1,300,0001,100,00018.2
The following table sets forth the types of awards we granted, weighting (based on target value) allocated to each type of award for each of our NEOs and vesting terms of our long-term incentive compensation for fiscal year 2022:2023:
Award type for NEOs
Weighting
Vesting terms
Performance share units
50%
Earned based on the achievement of cumulative adjusted EPS growth compared to goals established by the compensation committee and vest over the three-year performance period ending on February 1, 2025.January 31, 2026. The shares earned, if any, will cliff vest as of the end of the performance period, based on continued employment through such date.
Restricted stock
50%
Vest in three equal annual installments commencing on April 1, 2023,2024, subject to continued employment through such dates.
Performance share unit awards
We granted performance share unit awards to our NEOs in fiscal year 20222023 for 50% of their long-term incentive compensation awards. The performance share unit awards may be earned by our NEOs based on cumulative adjusted EPS growth achieved over a three-year performance period from January 30, 202229, 2023 to February 1, 2025.January 31, 2026. Cumulative adjusted EPS means the sum of the earnings per share, determined by the compensation committee in its sole discretion in accordance with generally accepted accounting practices in the United States, for each of the three fiscal years in the applicable performance period, adjusted to account for: (i) unusual or one-time items of expense or income, including without limitation, asset impairment charges, charges associated with closing or relocating of a club, charges related to debt refinancing or other capital market transactions; (ii) income or expense related to discontinued operations; (iii) restructuring charges including severance charges related to the restructuring and any other non-recurring or out of period charge as approved by the compensation committee and the tax impact of the foregoing adjustments on net income; (iv) the effects of acquisitions, divestitures, stock split-ups, stock dividends or distributions, recapitalizations, warrants or rights issuances or combinations, exchanges or reclassifications with respect to any outstanding class or series of our common stock; (v) a corporate transaction, such as any merger of the company with another corporation, any consolidation of the company and another corporation into another corporation, any separation of the company or its business units; or (vi) any reorganization of
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us, or any partial or complete liquidation or sale of all or substantially all of our assets. We use cumulative adjusted EPS to set our performance target under the performance share unit awards because we believe (a) it aligns closely with overall shareholder value and indicates our ability to create the same and (b) it is a metric commonly used by companies in our peer group and in the general industry. As each NEO’s performance contributes to this metric, we believe it provides a fair and objective basis on which to evaluate each NEO’s performance and to determine each NEO’s performance share unit award.
The number of units that will be earned, as a percentage of the of the target number of units granted, is based on threshold, target and maximum levels of performance established by the compensation committee shortly after the beginning of fiscal year 2022,2023, based on their assessment of the company outlook, which may result in variations in these established levels from year to year. For fiscal year 2022,2023, consistent with prior years, the adjusted EPS performance levels were increased based on growth expectations for the business. If our cumulative adjusted EPS does not equal or exceed the threshold level established, then our NEOs will not be entitled to earn any shares pursuant to these performance share units. To the extent our performance falls between two of the established levels of performance, the percentage earned will be determined based on straight-line interpolation between the percentages that would have been earned for the established levels of performance. Pursuant to these levels of performance, each NEO could earn between 0% and 200%, respectively, of his or her target performance share units. The shares earned, if any, will cliff vest as of the end of the three-year performance period based on continued employment through such date. For fiscal year 2022, the percentage each NEO could earn based on threshold level of performance was reduced from 50% to 0% in connection with the company generally making pay out requirements more difficult to achieve based on expected growth of the business.
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The table below illustrates the relationship between level of achievement and the performance share unit awards earned as a percentage of target performance, with interpolation applying for amounts between levels.
Fiscal year 20222023 target amounts
Name
Grant date
fair value
($)
Units
(#)(1)
Bob Eddy
$   3,499,988
51,752
3,999,98952,583
Laura Felice
749,949
11,089
849,93011,173
Paul Cichocki
1,249,938
18,482
1,349,93817,746
Jeff Desroches
699,971
10,350
749,9749,859
Scott Kessler
699,971
10,350
Bill Werner649,9428,544
(1)
The target number of units granted to each of our NEOs was determined based on the target dollar value divided by the estimated grant date fair value per unit which was determined by using the fair market value of our common stock on March 31, 2023, the preceding trading day before the grant date (Saturday, April 1, 2023), which was $67.63.$76.07.
Status of Performance Share Unit Awards
We granted annual performance-based restricted share unit awards (“PSU Awards”) to our NEOs in fiscal year 2020, with performance criteria relating to cumulative adjusted EPS growth during the performance period compared to goals established by the compensation committee for the performance period. During fiscal year 2021, we also granted one-time performance-based restricted share unit awards to Messrs. Eddy, Cichocki and Werner and Ms. Felice in connection with their promotions (each, a “PSU Promotion Award”), with the same performance criteria as the PSU Awards for the applicable performance period. See “—Outstanding equity awards at fiscal 2023 year-end” for additional discussion of the outstanding PSU Awards and PSU Promotion Awards.
The table below provides a summary of the 2020 PSU awards paid out in fiscal year 2023 which were paid out at 200% of Target Earned:
NamePSU target sharesPSU vested shares
Bob Eddy55,843111,686
Laura Felice
Paul Cichocki44,87489,748
Jeff Descroches27,92155,842
Bill Werner
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Restricted stock awards
We also granted restricted stock awards to our NEOs for fiscal year 2022.2023. These awards comprise 50% of their long-term incentive compensation awards and vest in three equal annual installments commencing on April 1, 2023,2024, subject to continued employment through such dates. The following table sets forth the restricted stock awards granted to each of our NEOs for fiscal year 2022.2023.
Fiscal year 20222023 restricted stock Awards
awards
Name
Grant date fair value
fair value($)
Share
(#)(1)
Bob Eddy
$   3,499,988
51,752
3,999,98952,583
Laura Felice
749,949
11,089
849,93011,173
Paul Cichocki
1,249,938
18,482
1,349,93817,746
Jeff Desroches
699,971
10,350
749,9749,859
Scott Kessler
699,971
10,350
Bill Werner649,9428,544
(1)
The number of shares granted to each of our NEOs was determined based on the target dollar value divided by the estimated grant date fair value per share which was determined by using the fair market value of our common stock on March 31, 2023, the preceding trading day before the grant date (Saturday, April 1, 2023), which was $67.63.$76.07.
Cash transition awards
In connection with the transition from non-qualified stock options to performance share units in fiscal year 2020, the compensation committee determined, after considering retention factors associated with the equity scheduled to vest each year given the new delayed vesting period associated with the performance shares units as opposed to the annual vesting associated with the non-qualified stock options, to grant cash transition awards equivalent to 25% of the annual long-term incentive award grant for fiscal year 2020 (and for Ms. Felice and Mr. Werner, for fiscal year 2021), with one-third of the cash transition award vesting after one year and the remaining two-thirds of the award vesting the year thereafter. The following table sets forth the cash transition awards paid in fiscal yearyears 2023, 2022 and fiscal year 2021.
Named executive officer
Fiscal Year 2023
transition award ($)(1)
Fiscal year 2022
transition award ($)(1)(2)
Fiscal year 2021
transition award ($)(2)(3)
Bob Eddy
$   933,333
$   466,667
933,333466,667
Laura Felice
62,500
125,00062,500
Paul Cichocki
Jeff Desroches
466,667
233,333
466,667233,333
Scott Kessler
466,667
233,333
Bill Werner125,00062,500
(1)
The cash transition awards for fiscal year 2023 were paid on April 7, 2023.
(2)
The cash transition awards for fiscal year 2022 were paid on April 1, 2022.
(2)(3)
The cash transition awards for fiscal year 2021 were paid on April 1, 2021.
All cash transition awards have been paid and no further cash transition awards are outstanding. At this time, the Company does not anticipate granting new cash transition awards.
Other compensation components
401(k) plan
We have established a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Under the 401(k) plan, eligible employees may elect to reduce their current compensation by up to the prescribed annual limit and contribute these amounts to the 401(k) plan. This plan provides for company matching contributions of 50% of the first 6% of an employee’s covered compensation.
Executive Retirement Plan and Non-Qualified Deferred Compensation Plan
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Executive Retirement Plan
We maintainUntil April 2023, we maintained an executive retirement plan (the “Executive Retirement Plan”) in which a select group of our management and highly compensated employees arewere eligible to participate. Participants arewere selected by the compensation committee and arewere entitled to company contributions within 60 days of fiscal year end under the plan (the “Annual Retirement Contribution”) if they arewere actively employed by the company on the last day of a plan year or if they arewere terminated prior to the end
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of the plan year due to (i) retirement on or after the attainment of age 55 or (ii) disability. Each year the company makesmade an Annual Retirement Contribution to each participant under this plan with at least four years of credited service in an amount equal to at least 3% of the participant’s after-tax base salary earned for such year. ForDuring fiscal year 2022,2023, we made a contribution of 5% of each NEO’s base salary, consistent with prior years. Annual Retirement Contributions to participants with at least four years of service arewere considered taxable income to the participants, and we makemade an additional tax gross-up contribution to each of these participants each year. For participants with less than four years of service by the end of the applicable plan year, the participant will accrueaccrued the right to an Annual Retirement Contribution each year, and, subject to continued employment, in the plan year in which the participant iswas first credited with four years of service, the company will makemade an aggregate retirement contribution on behalf of the participant equal to the amount of the Annual Retirement Contribution for the applicable plan year and the previous three plan years (along with a tax gross-up contribution). Notwithstanding the foregoing, we have elected to make Annual Retirement Contributions on behalf of Mr. Cichocki though he hashad not yet achieved four years of credited service. If the employment of Mr. Cichocki is terminated prior to achieving four years of credited service, he will forfeit any company contributions made under the plan. Tax gross up payments will be made to Mr. Cichocki when he achieves four years of credited service. Upon a change of control, each participant with less than four years of credited service will become fully vested in any benefit accrued under the plan, and each participant will receive an Annual Retirement Contribution for the year in which the change of control occurs.
Participants generally maycould elect to invest their balance under the Executive Retirement Plan in a variety of different tax-deferred investment vehicles. However, the company selectsselected the investments with respect to Annual Retirement Contributions made on behalf of Mr. Cichocki since he hashad not yet achieved four years of credited service.
Non-Qualified Deferred Compensation Plan
In November 2023, the compensation committee adopted the BJ’s Wholesale Club, Inc. Non-Qualified Deferred Compensation Plan (the “Executive NQDC Plan”) effective on January 1, 2024.
Pursuant to the Executive NQDC Plan, a select group of management or highly compensated employees of the Company (“participants”), including the company’s NEOs, are eligible to participate by making an annual irrevocable election to defer up to fifty percent (50%) of the participant's annual base salary, as well as up to one hundred percent (100%) of any annual cash incentive award. A participant will be 100% vested at all times in their elective deferral account within the Executive NQDC Plan. Deferred amounts are held for each participant in separate individual accounts in an irrevocable rabbi trust. The accounts are credited with earnings or losses based on the rate of return of notional investment options designated by the trustee of the rabbi trust and selected by the participant, which he or she may change at any time.
In addition, the company may elect, during any single plan year, to provide a discretionary contribution to the Executive NQDC Plan to a select management participant on such participant's behalf. Select eligible management participants include the company’s NEOs.
No discretionary contribution under the Executive NQDC Plan was made by the company to our executives for fiscal year 2023.
The benefits under the Executive NQDC Plan will be paid to the participant, or in the event of death, to the participant’s beneficiary, following the earliest of the participant’s separation from service, death, disability, or the specified time elected by the participant, either in installments or in a lump sum payment in accordance with the terms of the Executive NQDC Plan and provisions established by the company. If a participant dies before receiving the full value of the deferral account balances, the designated beneficiary would receive a lump sum of the remaining balance.
Employee benefits and perquisites
We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices in the competitive market.
Additional benefits received by our employees, including our NEOs, include medical and dental benefits, flexible spending accounts, short-term and long-term disability insurance and accidental death and dismemberment insurance. We also provide basic life insurance coverage to our employees, as well as executive life insurance to certain key executives, including our NEOs. We reimburse certain financial counseling and estate planning expenses for certain executives, including our NEOs. We believe providing such perquisites enables us to provide a competitive package that allows us to attract and retain top talent.
In addition, Mr. Eddy is provided an allowance to use company aircraft for personal use. We have a written policy that sets forth guidelines and procedures regarding personal use of company aircraft. Mr. Eddy (and immediate family members traveling with him) may use our company aircraft for up to $200,000 per calendar year of personal flight time. We do not reimburse for taxes relating to any imputed income for his personal travel and the personal travel of his family members when they are accompanying him. For fiscal year 2022,2023, the aggregate incremental cost of Mr. Eddy’s personal use of company aircraft was $137,049.$148,973. Such aggregate incremental cost of the personal use of our company aircraft reflects the marginal incremental private plane charter costs to the company and excludes any fixed contract costs.
We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices in the competitive market.
We do not view perquisites, other than the use of company aircraft as discussed above, or other personal benefits as a significant component of our executive compensation program. We view the personal use of a company aircraft to be a significant benefit that
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assists us in attracting and retaining top talent while allowing our executives to serve the company without personal travel related distractions. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment, motivation or retention purposes. All future practices with respect to perquisites or other personal benefits for our NEOs will be approved and subject to periodic review by the compensation committee and we do not expect such perquisites to become a significant component of our compensation program.
Severance and change in control benefits
We have entered into employment agreements with each of our NEOs and believe that it is in the best interests of our shareholders to extend the severance benefits set forth therein to our executives to reinforce and encourage retention and focus on shareholder value creation without distraction. In determining the appropriate severance entitlements to provide our NEOs, we looked tothe compensation committee reviewed general market trends in consultation with our compensation consultant, Exequity. The material elements of these employment agreements are summarized below under “—Employment agreementsAgreements and potential payments upon terminationPotential Payments Upon Termination or changeChange in control.Control.
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Executive stock ownership guidelines
In order to complement our compensation programs and further align the interests of our NEOs with those of our shareholders, our board adopted executive stock ownership guidelines pursuant to which (i) our chief executive officer is required to own equity in the company equal to at least five times his annual base salary, (ii) each executive vice president is required to own equity in the company equal to at least three times his or her annual base salary and (iii) each senior vice president is required to own equity in the company equal to at least one times his or her annual base salary. Please see the disclosure under “—Director and executive stock ownership guidelines”Executive Stock Ownership Guidelines” for more information.
Additional information
Anti-hedging and anti-pledging policy
None of our NEOs has engaged in any hedging transactions with respect to our common stock or pledged any of his or her shares of common stock in the company. Additionally, our board adopted an anti-hedging and anti-pledging policy, which applies to all of our directors, officers and certain designated employees. The policy prohibits our directors, officers and certain designated employees from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, short sales and transactions in publicly traded options, such as puts, calls and other derivatives involving our equity securities and also prohibits the pledging of the company’s securities as collateral to secure loans.
Clawback policy
We haveIn fiscal year 2023, the company amended and restated its previously adopted a clawback policy in accordance with the SEC’s rules and NYSE’s listing rules. The amended and restated clawback policy provides that allowsin the event the company is required to recoupprepare a material financial restatement, the company shall reasonably promptly recover the amount of cash and equity incentive compensation paid to, earnedreceived by or granted to our executive officers during the three completed fiscal years preceding the publication of a material financial restatement of the company’s financial statements if the financial results that are the subject of a restatement had been materially misstated due to an act of embezzlement, fraud, intentional misconduct or breach of fiduciary duty by any of our executive officers. In such circumstances, the company may recoupexceeds the amount of cash and equity incentive compensation that was paid, earned or granted as a result of the incorrectly reported financial results of the company that were the subject of the restatement thatotherwise would not have been paid, earned or granted, as applicable, ifreceived by the executive officer had such compensation been determined based on the financial results of the company set forth or reflectedrestated amounts in the company’smaterial financial restatement, computed without regard to any taxes paid. Our amended and restated financial statements. Our clawback policy applies to all incentive compensation approved or awarded on or after March 3, 2020 and may be updated from time to time to comply with applicable laws, regulations and listing standards. In light of the SEC’s adoption of final clawback rules in October 2022 and the NYSE’s proposed rule in February 2023, we intend to update our clawback policy to comply with applicable NYSE listing rules when effective.2, 2023.
Tax and accounting considerations
Section 162(m) of the Internal Revenue Code
Generally, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), disallows a tax deduction to any publicly held corporation for any individual remuneration in excess of $1 million paid in any taxable year to certain “covered employees.”
Our compensation committee believes that our shareholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expense. Therefore, the compensation committee may implement programs that recognize a full range of criteria important to our success and to ensure that our executive officers are compensated in a manner consistent with our best interests and those of our shareholders, even where the compensation paid under such programs may not be deductible under Section 162(m) of the Internal Revenue Code.
Section 280G of the Internal Revenue Code
Section 280G of the Internal Revenue Code of 1986 (the “Internal Revenue Code”) disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Section 4999 of the Internal Revenue Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonusincentive payments, severance payments,
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certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. In approving the compensation arrangements for our NEOs in the future, the compensation committee will consider all elements of the cost to the company of providing such compensation, including the potential impact of Section 280G. However, the compensation committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent.
Section 409A of the Internal Revenue Code
Section 409A of the Internal Revenue Code requires that “non-qualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income
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tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our NEOs, so that they are either exempt from, or satisfy the requirements of, Section 409A.
Accounting for stock-based compensation
We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options, restricted stock, restricted stock units, performance share units and other equity-based awards under our equity incentive award plans will be accounted for under ASC Topic 718. The compensation committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.
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Summary Compensation Table
The table below (“Summary Compensation Table”) sets forth the compensation earned by or paid to our NEOs for fiscal year 2022,2023, fiscal year 20212022 and fiscal year 20202021 presented in accordance with SEC rules. Ms. FeliceMr. Werner was not an NEO in fiscal year 2020. Mr. Kessler was not an NEO in fiscal year 2021.2022.
Fiscal year
Salary
($)(1)
Bonus
($)
Stock
awards(2)
OptionAwards
awards($)(2)
Non-equity
incentive plan
compensation
($)(3)
All other
compensationCompensation
($)(4)
Total
($)
Bob Eddy(5)
President and Chief Executive Officer
Bob Eddy(5)
President and Chief Executive Officer
Bob Eddy(5)
President and Chief Executive Officer
20231,350,0057,999,9781,215,000293,56910,858,552
2022
$ 1,200,014
$ 933,333(7)
$ 6,999,976
$
$  2,844,001
$    271,840
$  12,249,164
1,200,014
933,333(7)
6,999,9762,844,001271,84012,249,164
2021
1,116,355
466,667(8)
10,999,934
3,600,000
157,590
16,340,546
1,116,355
466,667(8)
10,999,9343,600,000157,59016,340,546
2020
796,154
2,799,968
1,760,000
113,031
5,469,153
Laura Felice(9)
Executive Vice President, Chief Financial Officer
Laura Felice(10)
Executive Vice President, Chief Financial Officer
Laura Felice(10)
Executive Vice President, Chief Financial Officer
2023751,448
125,000(9)
1,699,860382,50076,7693,035,577
2022
$660,582
$62,500(6)
$1,499,898
$
$746,550
$62,216
$3,031,746
660,582
62,500(6)
1,499,898746,55062,2163,031,746
2021
550,780
1,199,873
840,000
43,275
2,633,928
550,7801,199,873840,00043,2752,633,928
2020
Paul Cichocki(10)
Executive Vice President, Chief Commercial Officer
Paul Cichocki(11)
Executive Vice President, Chief Commercial Officer
Paul Cichocki(11)
Executive Vice President, Chief Commercial Officer
2023908,6702,699,876540,00024,1834,172,729
2022
$850,013
$
$2,499,875
$
$1,343,001
$9,094
$4,701,983
850,0132,499,8751,343,00113,6694,706,558
2021
829,816
2,499,941
1,700,000
7,825
5,037,582
829,8162,499,9411,700,0007,8255,037,582
2020
628,847
400,000(11)
3,749,971
1,105,700
1,256,869
2,576
7,143,963
Jeff Desroches
Executive Vice President, Chief Operations Officer
Jeff Desroches
Executive Vice President, Chief Operations Officer
Jeff Desroches
Executive Vice President, Chief Operations Officer
2023658,1761,499,948292,50091,0042,541,628
2022
$620,211
$466,667(7)
$1,399,941
$
$691,250
$90,675
$3,268,744
620,211
466,667(7)
1,399,941691,25090,6753,268,744
2021
591,357
233,333(8)
1,399,997
840,000
78,084
3,142,771
591,357
233,333(8)
1,399,997840,00078,0843,142,771
2020
546,154
1,399,959
770,000
78,573
2,794,686
Scott Kessler
Executive Vice President, Chief Information Officer
Bill Werner(12)
Executive Vice President, Strategy and Development
Bill Werner(12)
Executive Vice President, Strategy and Development
2023579,850
125,000(9)
1,299,884258,75073,9632,337,447
2022
$590,197
$466,667(7)
$1,399,941
$
$658,070
$77,038
$3,191,913
534,007
62,500(6)
1,099,934596,18374,8022,367,426
2021
566,541
233,333(8)
1,399,997
798,000
10,488
3,008,359
500,4842,599,845742,00069,2673,911,596
2020
546,154
1,399,959
770,000
16,043
2,732,156
(1)
This amount reflects salary earned during the fiscal year, including any salary adjustments made during the fiscal year. Fiscal year 2023 was 53 weeks long.
(2)
Amounts set forth in the Stock awards and Option awards columnscolumn represent the aggregate grant date fair value of awards granted in the respective fiscal year computed in accordance with ASC Topic 718. Please see “—Compensation Discussion and Analysis—Tax and Accounting Considerations—Accounting for Stock-Based Compensation” for further information regarding the calculation of these awards. The assumptions made calculating the grant date fair value of the option awards granted in each respective year are found in Note 9 (Stock Incentive Plans) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended January 28, 2023. The grant date fair value of the restricted stock awards granted during each respective year was calculated as the closing price per share of our common stock on the NYSE on the applicable date of grant multiplied by the number of shares granted. The grant date fair value of PSUs is reported based on the probable outcome of the performance conditions (target) on the grant date. Assuming performance at the maximum (200%) payout level, the value of PSUs granted in fiscal year 20222023 was: Mr. Eddy, $6,999,976;$7,999,978; Ms. Felice, $1,499,898;$1,699,860; Mr. Cichocki, $2,499,875;$2,699,876; Mr. Desroches, $1,399,941;$1,499,948; and Mr. Kessler, $1,399,941.Werner, $1,299,884. The value of the restricted stock awards and performance stock units granted to our NEOs for fiscal year 20222023 is reflected in the Fiscal Year 20222023 Grants of Plan-Based Awardsplan-based awards table below.
(3)
Amounts reported reflect annual cash incentive awards earned by our NEO’sNEOs pursuant to our Annual Incentive Plan related to the respective year’s performance, which was paid in March of the following year. Please see “—Compensation Discussion and Analysis—Annual Incentive Plan Awards” for further information regarding the Annual Incentive Plan and our annual cash incentive awards.
(4)
All other compensation for fiscal year 20222023 has been further explained in the table below.
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(5)
During fiscal year 2020, Mr. Eddy served as our executive vice president, chief financial officer and administrative officer and as our principal financial officer. He was appointed as president and chief executive officer on April 19, 2021.
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(6)
This amount reflects a cash transition award granted in fiscal year 2021 and paid in fiscal year 2022. Please see “—Compensation Discussion and Analysis – Long Term Incentive Awards” for further information regarding cash transition awards.
(7)
This amount reflects a cash transition award granted in fiscal year 2020 and paid in fiscal year 2022. Please see “—Compensation Discussion and Analysis – Long Term Incentive Awards” for further information regarding cash transition awards.
(8)
This amount reflects a cash transition award granted in fiscal year 2020 and paid in fiscal year 2021. Please see “—Compensation Discussion and Analysis – Long Term Incentive Awards” for further information regarding cash transition awards.
(9)
This amount reflects a cash transition award granted in fiscal year 2021 and paid in fiscal year 2023. Please see “—Compensation Discussion and Analysis – Long Term Incentive Awards” for further information regarding cash transition awards.
(10)
Ms. Felice was appointed as executive vice president, chief financial officer on April 19,18, 2021 and as our principal financial officer.
(10)(11)
Mr. Cichocki was appointed as executive vice president, membership, analytics and business transformation effective April 1, 2020. On April 19,18, 2021, he was appointed as executive vice president, chief commercial officer.
(11)(12)
This amount reflects a one-time signMr. Werner was appointed executive vice president, strategy and development on cash bonus to Mr. Cichocki as set forth in his employment agreement.April 18, 2021.
All other compensation for fiscal year 20222023
Name
Executive
Retirement
Plan
company
contributions
($)(1)
Tax
gross
ups
($)(2)
Employer
401(k)
matching
contributions
($)(3)
Financial
planning
Executive life
insurance
contributions
($)
Other
($)(4)
Total
($)
Bob Eddy
$    57,767
$   42,697
$    9,150
$    —
$    7,619
$   154,607
$  271,840
61,85653,7629,90010,093157,958293,569
Laura Felice
28,747
21,248
9,150
1,230
1,841
62,216
34,79430,2419,9001,83476,769
Paul Cichocki
4,575
4,519
9,094
9,900(5)
5,2988,98524,183
Jeff Desroches
30,928
22,860
9,150
4,716
23,021
90,675
32,21728,0029,9005,21615,66991,004
Scott Kessler
29,381
21,717
9,150
4,732
12,058
77,038
Bill Werner27,78624,1509,9003,1458,98273,963
(1)
We contributecontributed to the Executive Retirement Plan for certain of our NEOs. This amount reflects the company contribution to the Executive Retirement Plan. Under the Executive Retirement Plan, we fundfunded annual retirement contributions of a certain percentage of the designated participant’sparticipant's base salary in contribution accounts, in which participants become vested after four fiscal years of service. As noted previously, the Executive Retirement Plan was terminated in April 2023.
(2)
Amounts reflect tax gross-ups provided under our Executive Retirement Plan.
(3)
Our 401(k) plan provides for company matching contributions of 50% of the first 6% of an employee’s covered compensation. Company matching contributions vest ratably over an employee’s first four years of employment.
(4)
Amounts include use of a private plane (for Mr. Eddy in the amount of $137,049)$148,973), car allowance (for Messrs. Eddy andMr. Desroches in the amount of $8,574 and $15,374, respectively)$15,669), tax preparation services, financial planning services, estate planning services, and other immaterial miscellaneous income. A family member of an NEO may, on occasion, accompany an NEO on a private plane being used for business travel; there is no aggregate incremental cost associated with such family member travel.
(5)
Amount reflects full employer 401(k) contribution, of which $7,425 was vested in fiscal year 2023. The remainder will vest after Mr. Cichocki completes four years of credited service. If the employment of Mr. Cichocki is terminated prior to achieving four years of credited service, he will forfeit any unvested employer contributions made under the plan.
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Grants of plan-based awards for fiscal year 20222023
The following table sets forth information regarding grants of plan-based awards made to our NEOs during fiscal year 2022:2023:
Name
Grant
date
Estimated possiblefuture
payouts under
non-equity incentive
plan awards(1)
Estimated future
payouts under equity
incentive
plan awards
All other
stock
swards:awards:
number of
shares of
stock or
units(3)
(#)
Grant date
fair value of
stock and
optionoptions
awards(2)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target(4)
(#)
Maximum
(#)
Bob Eddy
$   —
$ 1,800,000
$ 3,600,000
$
2,025,0004,050,000
4/1/2022
51,752(3)
3,499,988
4/1/202352,5833,999,989
4/1/2022
���
0
51,752
103,504(4)
3,499,988
4/1/2023052,583105,1663,999,989
Laura Felice
 
472,500
945,000
 637,5001,275,000
4/1/2022
11,089(3)
749,949
4/1/202311,173849,930
4/1/2022
0
11,089
22,178(4)
749,949
4/1/2023011,17322,346849,930
Paul Cichocki
850,000
1,700,000
900,0001,800,000
4/1/2022
18,482(3)
1,249,938
4/1/202317,7461,349,938
4/1/2022
0
18,482
36,964(4)
1,249,938
4/1/2023017,74635,4921,349,938
Jeff Desroches
 
437,500
875,000
 487,500975,000
4/1/2022
10,350(3)
699,971
4/1/20239,859749,974
4/1/2022
0
10,350
20,700(4)
699,971
4/1/202309,85919,718749,974
Scott Kessler
416,500
833,000
Bill Werner431,250862,500
4/1/2022
10,350(3)
699,971
4/1/20238,544649,942
4/1/2022
0
10,350
20,700(4)
699,971
4/1/202308,54417,088649,942
(1)
Reflects the possible payouts of annual cash incentive compensation pursuant to the Annual Incentive Plan. The actual amounts that were paid are set forth in the “Non-equity incentive plan compensation” column of the Summary Compensation Table above. See also, “—Compensation Discussion and Analysis—Annual Incentive Plan Awards”.
(2)
Amounts represent the grant date fair value of each award granted in fiscal year 20222023 computed in accordance with ASC Topic 718. Please see “—Compensation Discussion and Analysis—Tax and Accounting Considerations—Accounting for Stock-Based Compensation” for further information regarding the calculation of these awards.
(3)
Represents shares of restricted stock granted as incentive compensation for fiscal year 2022.2023. The shares granted to the NEOs are subject to vesting in equal installments on each of April 1, 2023, 2024, 2025 and 2025,2026, subject to continued employment through such dates.
(4)
Represents performance share units granted as incentive compensation for fiscal year 2022.2023. The performance share units granted to the NEOs are earned based on performance-based vesting hurdles, which are based on the achievement of cumulative adjusted EPS growth during fiscal years 2022, 2023, 2024 and 2024,2025, with the shares earned, if any, also subject to vesting based on continued employment through the end of such three-year performance period.
Narrative disclosure to Summary Compensation Table and grants of plan-based awards table
Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and grants of plan-based awards table for fiscal year 20222023 was paid or awarded, are described above under “—Compensation Discussion and Analysis.”
In fiscal year 2022,2023, we granted restricted stock awards and performance share unit awards to each of our NEOs. All awards were granted pursuant to the 2018 Plan, as described above in the grants of plan-based awards table for fiscal year 2022.2023. The vesting of each award is subject to acceleration and post-termination exercisability in connection with the death or disability of the NEO as well as certain termination triggering events described below under “—Employment agreementsAgreements and potential payments upon terminationPotential Payments Upon Termination or changeChange in control.Control.” To the extent we pay dividends in the future, dividends otherwise payable with respect to unvested shares of restricted stock will be retained by us and will only be paid if and when the underlying shares of restricted stock vest.
The terms of the employment agreements that we have entered into with our NEOs are described below under “—Employment agreementsAgreements and potential payments upon terminationPotential Payments Upon Termination or changeChange in control.Control.
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Outstanding equity awards at fiscal 20222023 year-end
The following table sets forth certain information with respect to outstanding equity incentive plan awards held by our NEOs as of January 28, 2023:February 3, 2024:
Options awards
Stock awards
Name
Number of
securities
underlying
unexercised
options (#)
exercisable
Number of
securities
underlying
unexercised
options
unexercisable
Option
exercise
price
($)
Option
expiration
date
Number
of
shares or
units of
stock that
have not
vested (#)
Market
value of
shares or
units of
stock that
have not
vested #(1)
NumberEquity
incentive
plan awards:
number of
unearned
shares,
units or
other
rights that
have not
Vestedvested (#)
MarketEquity
incentive
plan awards:
market or
payout value
of unearned
shares,
units
or other
rights that
have not
vested
($)(1)
Bob Eddy
525,000
td7.00
6/27/2028
18,615(3)
td,297,466
111,686(7)
$7,784,514
525,00017.006/27/2028
10,500(2)
677,355
62,992(6)
4,063,614
76,114
27.59
4/1/2029
20,998(4)
1,463,561
62,992(8)
4,390,542
76,11427.594/1/2029
12,110(3)
781,216
72,660(7)
4,687,297
24,220(5)
1,688,134
72,660(9)
5,064,402
34,502(4)
2,225,724
227,066(8)
14,648,028
51,752(6)
3,607,114
227,066(10)
15,826,500
52,583(5)
3,392,129
103,504(10)
6,677,043
51,752 (12)
3,607,114
52,583(11)
3,392,129
Laura Felice
39,141
7.00
12/8/2026
7,479(3)
521,286
8,436 (8)
587,989
19,1417.0012/8/2026
4,218(2)
272,103
8,436(6)
544,206
70,315
17.00
6/27/2028
8,436(4)
587,989
10,216 (11)
712,055
70,31517.006/27/2028
1,704(3)
109,925
10,216(9)
659,034
20,387
27.59
4/1/2029
3,406(5)
237,398
11,089(12)
772,903
20,38727.594/1/2029
7,393(4)
476,922
22,178(10)
1,430,703
14,958
7,479 (2)
25.07
4/1/2030
11,089(6)
772,903
22,43725.074/1/2030
11,173(5)
720,770
11,173(11)
720,770
Paul Cichocki
179,497
25.07
4/1/2030
14,958(3)
1,042,573
89,748(7)
6,255,436
179,49725.074/1/2030
8,437(2)
544,271
50,618(6)
3,265,367
16,873(4)
1,176,048
50,618(8)
3,528,075
946(3)
61,026
5,676(9)
366,159
1,892(5)
131,872
5,676(11)
395,617
12,322(4)
794,892
36,964(10)
2,384,548
18,482(6)
1,288,195
18,482(12)
1,288,195
17,746(5)
1,144,794
17,746(11)
1,144,794
103,25017.006/27/2028
5,250(2)
338,678
31,496(6)
2,031,807
Jeff Desroches
103,250
17.00
6/27/2028
9,307(3)
648,698
55,842(7)
3,892,187
38,057
27.59
4/1/2029
10,499(4)
731,780
31,496(8)
2,195,271
38,05727.594/1/2029
6,900(4)
445,119
20,700(10)
1,335,357
10,350(6)
721,395
10,350(12)
721,395
9,859(5)
636,004
9,859(11)
636,004
Scott Kessler
9,307(3)
648,698
55,842(7)
3,892,187
10,499(4)
731,780
31,496(8)
2,195,271
10,350(6)
721,395
10,350(12)
721,395
Bill Werner70,31517.006/27/2028
4,218(2)
272,103
8,436(6)
544,206
20,38727.594/1/2029
1,325(3)
85,476
7,946(9)
512,596
22,43725.074/1/2030
5,422(4)
349,773
16,264(10)
1,049,191
8,544(5)
551,173
8,544(11)
551,173
1,726(12)
111,344
20,696(13)
1,335,099
(1)
Market values reflect the closing price of our common stock on the NYSE on January 27, 2023February 2, 2024 (the last business day of fiscal year 2022)2023), which was $69.70.$64.51.
(2)
Represents unexercisable portion of option awards granted for fiscal year 2020, with one-third having vested and become exercisable on each of April 1, 2021 and 2022 and one-third scheduled to vest and become exercisable on April 1, 2023, subject to continued employment with us through such date.
(3)
Represents unvested portion of restricted stock awards granted for fiscal year 2020, with one-third having vested on each April 1, 2021 and 2022 and one-third scheduled to vest on April 1, 2023, subject to continued employment with us through such dates.
(4)
Represents unvested portion of restricted stock awards granted for fiscal year 2021, with one-third having vested on each of April 1, 2022 and 2023 and one-third scheduled to vest on each of April 1, 2023 and 2024, subject to continued employment with us through such dates.
(5)(3)
Represents unvested portion of restricted stock awards granted in connection with promotions for Mr. Eddy to president and chief executive officer; Ms. Felice to executive vice president, chief financial officer; and Mr. Cichocki to executive vice president, chief commercial officerofficer; and Mr. Werner to executive vice president, strategy and development, with one-third having vested on each of April 1, 2022 and 2023 and one-third scheduled to vest on each of April 1, 2023 and 2024, subject to continued employment with us through such dates.
(6)(4)
Represents unvested portion of restricted stock award granted for fiscal year 2022, with one-third having vested on April 1, 2023 and one-third scheduled to vest on each of April 1, 2023, 2024 and 2025, subject to continued employment with us through such dates.
(7)(5)
Represents performance share unitsunvested portion of restricted stock award granted infor fiscal year 2020, which provided our NEOs the ability2023, with one-third scheduled to earnvest on each of April 1, 2024, 2025 and receive shares of common stock equal to between 50% and 200% of the number of performance share units2026, subject to the award after the end of the three-year performance period that began on February 2, 2020 to January 28, 2023, based on the achievement of cumulative adjusted EPS growth over such performance period, with the shares earned, if any, also subject to vesting based on continued employment with us through the end of such three-year performance period. Assuming our relative performance for the three-year performance period through the end of fiscal year 2022, these awards would have been earned at a level of maximum performance, i.e., 200% of the target amount. In accordance with SEC rules, these awards are reflected in the table as maximum performance (i.e. 200% of the target amount).dates.
(8)(6)
Represents performance share units granted in fiscal year 2021, which provided our NEOs the ability to earn and receive shares of common stock equal to between 50% and 200% of the number of performance share units subject to the award after the end of the three-year performance period that began on January 30, 2021 to February 3, 2024, based on the achievement of cumulative adjusted EPS growth over such performance period, with the shares earned, if any, also subject to vesting based on continued employment through the end of such three-year performance period. Assuming our relative performance for the three-year performance period through the end of fiscal year 2023, these awards would have been earned at a level of maximum performance, i.e., 200% of the target amount. In accordance with SEC rules, these awards are reflected in the table as maximum performance (i.e., 200% of the target amount).
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three-year performance period. Assuming our relative performance for the three-year performance period through the end of fiscal year 2022, these awards would have been earned at a level of maximum performance, i.e., 200% of the target amount. In accordance with SEC rules, these awards are reflected in the table as maximum performance (i.e., 200% of the target amount).
(9)(7)
Represents performance share units granted to Mr. Eddy in connection with his promotion to president and chief executive officer of the company, which provided Mr. Eddy with the ability to earn and receive shares of common stock equal to between 50% and 200% of the number of performance share units subject to the award after the end of the three-year performance period that began on January 30, 2021 to February 3, 2024, based on the achievement of cumulative adjusted EPS growth over such performance period, with the shares earned, if any. Assuming our relative performance for the three-year performance period through the end of fiscal year 2022,2023, these awards would have been earned at a level of maximum performance, i.e., 200% of the target amount. In accordance with SEC rules, these awards are reflected in the table as maximum performance (i.e., 200% of the target amount).
(10)(8)
Represents performance share units granted to Mr. Eddy in connection with his promotion to president and chief executive officer of the company, which provided Mr. Eddy with the ability to earn and receive shares of common stock equal to between 50% and 200% of the number of performance share units subject to the award after the end of the three-year performance period that began on January 30, 2021 to February 3, 2024, based on the achievement of cumulative adjusted EPS growth over such performance period, with the shares earned, if any, also subject to vesting based on continued employment, with one thirdone-third of the number of performance share units earned based on the achievement of the performance based vesting hurdles vesting at the end of the fiscal yearsyear ending in 2024, 2025in2024, one-third vesting at the first anniversary of the grant date, and 2026,one-third vesting on the second anniversary of the grant date, subject to continued employment through such dates. Assuming our relative performance for the three-year performance period through the end of fiscal year 2022,2023, these awards would have been earned at a level of maximum performance, i.e., 200% of the target amount. In accordance with SEC rules, these awards are reflected in the table as maximum performance (i.e., 200% of the target amount).
(11)(9)
Represents performance share units granted in fiscal year 2021 in connection with promotions for Ms. Felice to executive vice president, chief financial officer, andofficer; Mr. Cichocki to executive vice president, chief commercial officer,officer; and Mr. Werner to executive vice president, strategy and development, which provided them the ability to earn and receive shares of common stock equal to between 50% and 200% of the number of performance share units subject to the award after the end of the three-year performance period that began on January 30, 2021 to February 3, 2024 based on the achievement of cumulative adjusted EPS growth over such performance period, with the shares earned, if any, also subject to vesting based on continued employment through the end of such three-year performance period. Assuming our relative performance for the three-year performance period through the end of fiscal year 2022,2023, these awards would have been earned at a level of maximum performance, i.e., 200% of the target amount. In accordance with SEC rules, these awards are reflected in the table as maximum performance (i.e., 200% of the target amount).
(12)(10)
Represents performance share units granted in fiscal year 2022, which provided our NEOs the ability to earn and receive shares of common stock equal to between 0% and 200% of the number of performance share units subject to the award after the end of the three-year performance period that began on January 30, 2022 to February 1, 2025 achievement of cumulative adjusted EPS growth over such performance period, with the shares earned, if any, also subject to vesting based on continued employment through the end of such three-year performance period. Assuming our relative performance for the three-year performance period through the end of fiscal year 2022, these awards would have been earned at a level of between target and maximum performance, i.e., greater than 100%, but less than 200% of the target amount. In accordance with SEC rules, these awards are reflected in the table as maximum performance (i.e., 200% of the target amount).
(11)
Represents performance share units granted in fiscal year 2023, which provided our NEOs the ability to earn and receive shares of common stock equal to between 0% and 200% of the number of performance share units subject to the award after the end of the three-year performance period that began on January 29, 2023 to January 31, 2026 achievement of cumulative adjusted EPS growth over such performance period, with the shares earned, if any, also subject to vesting based on continued employment through the end of such three-year performance period. Assuming our relative performance for the three-year performance period through the end of fiscal year 2023, these awards would have been earned at a level of between threshold and target performance, i.e., greater than 0%, but less than 100% of the target amount. In accordance with SEC rules, these awards are reflected in the table as target performance (i.e., 100% of the target amount).
(12)
Represents a restricted stock award granted in fiscal year 2021 in connection with Mr. Werner’s leadership with the strategic evaluation of the company’s co-branded credit card program, with one-third having vested each on September 27, 2022 and September 27, 2023 and one-third scheduled to vest on September 27, 2024, subject to continued employment with us through such dates.
(13)
Represents performance share units granted in fiscal year 2021 in connection with Mr. Werner’s leadership with the strategic evaluation of the company’s co-branded credit card program. 50% of the performance share units may vest on each of September 27, 2025 or September 27, 2026, subject to continued employment through the end of the applicable performance period and the co-brand spend during such performance period (the “performance target”). The compensation committee will determine the achievement of the performance goals within the ninety-day period following the end of the performance period. If the performance target is not achieved, 50% of the applicable tranche of the performance share units may vest if the co-brand spend during the applicable performance period is at least 90% of the performance target (the “floor”) and up to 200% of the shares subject to the performance share units may vest upon achievement of 100% of the performance target during the applicable performance year (the “maximum”). Achievement of co-brand spend between the floor, performance target and maximum levels are determined by linear interpolation, provided that if co-brand spend is less than the floor, no shares under the applicable performance share unit tranche will vest. These awards are currently expensed at target and are being reflected in the table at target performance (i.e. 100% of the target amount).
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Option exercises and stock vested for fiscal year 20222023
The following table sets forth the aggregate number of options to purchase shares of our common stock exercised by our NEOs in fiscal year 20222023 and the aggregate number of shares of restricted stock and performance share units that vested in fiscal year 2022.2023. The value realized on exercise of options is the product of (1) fair market value of a share of our common stock on the date of exercise minus the exercise price, multiplied by (2) the number of shares of common stock underlying the exercised options. The value realized on vesting of stock awards is the product of (i) the closing price of our common stock on the NYSE on the vesting date (or, if there were no reported sales on such date, the most recent previous date on which sales were reported), multiplied by (ii) the number of shares vesting.
Option awards
Stock awards
Name
Number of
shares acquired
on exercise(#)(1)exercise (#)
Value realized
on exercise($exercise
($)
Number of
shares acquired
on vesting(#)vesting
(#)(1)
Value realized
on vesting($vesting
($)
Bob Eddy
$
94,485
$  6,691,801
170,15912,943,995
Laura Felice
20,196
1,365,855
20,0001,271,29517,0951,300,417
Paul Cichocki
54,256
3,669,333
120,2489,147,265
Jeff Desroches
27,243
1,842,444
73,8485,617,617
Scott Kessler
38,057
    1,493,113
27,243
1,842,444
Bill Werner17,4551,322,440
(1)
Includes shares withheld to pay taxes on the restricted stock awards.awards and performance share units, if any.
Non-qualified Deferred Compensation
The following table provides information regarding our Executive NQDC Plan for fiscal year 2023:
Name
Executive
Contributions
in Last Fiscal
Year
($)
Company
Contributions in
Last Fiscal Year
($)
Aggregate
Earnings
in Last
Fiscal Year
($)
Aggregate
Withdrawals/
Distributions
($)
Aggregate Balance
at Last Fiscal Year
End
($)(1)
Bob Eddy
Laura Felice
Paul Cichocki
Jeff Desroches1,125201,145
Bill Werner
(1)
The balances, if any, shown represent compensation already reported in the “Summary Compensation Table” in the proxy statement for fiscal year 2023.
Under the Executive NQDC Plan, only Mr. Desroches elected to defer a portion of his base salary for fiscal year 2023. For additional information regarding the deferred compensation plans included in the above table, please refer to the “—Executive Retirement Plan and Non-Qualified Deferred Compensation Plan” section, above.
Employment agreements and potential payments upon termination or change in control
The following section describes the employment agreements that we have, or had, as applicable with our NEOs as well as other severance or change in control arrangements or policies, including applicable terms of equity awards. The company, in its discretion, may also decide to provide payments or benefits that are not specifically required to these agreements, arrangements or policies in connection with any particular termination or change in control.
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NEO employment agreements
BJ’s Wholesale Club, Inc. has entered into employment agreements with each of Mr. Eddy, dated as of January 30, 2011; Ms. Felice, dated May 10, 2021, Mr. Cichocki, dated as of January 30, 2020; Mr. Desroches, dated as of April 18, 2018; and Mr. KesslerWerner dated as of May 30, 2017.10, 2021. The initial term of Mr. Eddy’s employment agreement was for a period of five years, ending on January 30, 2016, after which he was to remain employed by the company subject to the termination provisions of his agreement; none of Ms. Felice’s
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or Messrs. Cichocki’s, Desroches’sDesroches’ or Kessler’sWerner’s employment agreements specified a term of employment. Mr. Eddy is subject to a 24-month post termination non-competition covenant, a 24-month post-termination non-solicitation covenant, and a perpetual confidentiality covenant. Ms. Felice and Messrs. Cichocki, Desroches and KesslerWerner are each subject to a 12-month post termination non-competition covenant, a 24-month post-termination non-solicitation covenant, and a perpetual confidentiality covenant.
Pursuant to each employment agreement (except for Mr. Eddy), the company has certain obligations that become due in the event of termination. If any of Ms. Felice and Messrs. Cichocki, Desroches and KesslerWerner are terminated by the company without cause (as defined in the applicable employment agreement), then, subject to the executive entering into a binding and irrevocable release of claims and the executive’s continued compliance with the applicable post-termination non-competition, non-solicitation and confidentiality provisions, each executive is entitled to receive (i) a continuation of his base salary for a period of 24 months after termination, (ii) an amount equal to the difference between the executive’s actual COBRA premium costs and the amount the executive would have paid had he continued coverage as an employee under the company’s applicable health plans for up to 24 months, subject to earlier termination in specified instances and payable over such period, (iii) a pro rata portion of any amounts the executive would have been entitled to receive under the company’s Annual Incentive Plan had she or he remained employed by the company until the end of the fiscal year during which termination occurred, payable in lump sum and (iv) any other payments or benefits arising from the executive’s participation in other company plans to the extent such plans provide for post-termination employment benefits.
Upon a termination due to death or disability, in addition to the accrued amounts, subject to the execution of a release of claims, each of the executives is eligible to receive (i) the annual cash bonusincentive the executive would have been entitled to receive had he remained employed until the end of the fiscal year (prorated for the period of active employment during the fiscal year), and (ii) any other payments or benefits arising from the executive’s participation in other company plans to the extent such plans provide for post-termination employment benefits.
On May 10, 2021, the company entered into an employment agreement with Mr. Eddy, in connection with his promotion to the office of president and chief executive officer of the company, effective April 19, 2021, which superseded his previous employment agreement described above. Pursuant toIn fiscal year 2023, the terms ofcompensation committee approved an increase in Mr. Eddy’s current employment agreement, he is entitled to an annual base salary offrom $1.2 million to $1.35 million. Additionally, the compensation committee approved a fiscal year 20222023 target annual cash incentive award opportunity equal to 150% of his annual base salary, and annual long-term incentive awards in the amount of $7.0$8.0 million, consisting of 50% performance-based restricted stock units and 50% restricted stock, for a target total direct compensation for fiscal year 20222023 equal to $11.0$11.375 million. Mr. Eddy’s current employment agreement also provides that on or after April 19, 2021, to the extent Mr. Eddy’s employment is terminated without cause (as defined in such employment agreement), he is entitled to receive, in addition to any accrued amounts, subject to his entering into a binding and irrevocable release of claims and his continue compliance with the applicable post-termination non-competition, non-solicitation and confidentiality provisions, (i) an amount equal to the sum of (a) his base salary for a period of 12 months after termination and (b) his target annual cash bonus,incentive, payable in substantially equal installments in such manner and at such times as Mr. Eddy’s base salary was being paid immediately prior to such termination (or if such termination occurs upon or following the occurrence of a change in control, such amount will be paid in a single lump sum); (ii) an amount equal to the difference between Mr. Eddy’s actual COBRA premium costs and the amount he would have paid had he continued coverage as an employee under the company’s applicable health plans for up to 12 months, subject to earlier termination in specified instances, (iii) if such termination had occurred on or after July 1st of a fiscal year, a pro rata portion of the annual cash bonusincentive to which Mr. Eddy would have been entitled had he remained employed by the company until the end of the fiscal year, (iv) full accelerated vesting of any stock awards or stock options that are unvested and held by him as of the termination date and (v) any other payments or benefits arising from Mr. Eddy’s participation in other company plans to the extent such plans provide for post-termination employment benefits. The employment agreement also includes provisions regarding termination due to death or disability that are the same as those contained in Mr. Eddy’s prior employment agreement.
Equity awards
Generally, the terms of our 2018 Plan and the applicable award agreements entered into with our NEOs provide that, as of the date of an NEO’s termination of employment, unvested options and restricted stock will automatically be forfeited, cancelled or repurchased, as applicable. However, all outstanding equity award agreements with our NEOs provide for, upon termination due to death or disability, as applicable: (i) full vesting of all time-based awards, including restricted stock awards and stock options, (ii) pro-rata vesting of all performance-based awards, including performance share units, based on actual performance as of the end of the applicable performance period, pro-rated based on the period of employment during the applicable performance period, and (iii) the extension of the post-termination exercise window for vested stock options from 90 days to three years. Additionally, in the event of a change in control, as defined in the 2018 Plan, any outstanding awards granted under the 2018 Plan (other than those subject to performance-based vesting) will continue in effect or be assumed or substituted by the successor of the company or the company, if the surviving entity, unless the compensation committee elects to (i) terminate such awards in exchange for cash, rights
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or property, or (ii) cause such awards to become fully exercisable and no longer subject to any forfeiture restrictions prior to the consummation of a change in control. Any awards subject to performance-based vesting terms will be treated as provided in the applicable award agreement or as determined by the compensation committee (or its successor) within its sole discretion. However, if the applicable NEO’s employment is terminated without cause (as such term is defined in the sole discretion of the compensation committee or set forth in the applicable award agreement) upon or within the 24 month period following a change in control, then the vesting of any awards that were continued, assumed or substituted will accelerate and the NEO will become fully vested in such
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awards. In the event of termination of employment with us, vested stock options granted under our 2018 Plan that would otherwise remain exercisable generally cease to be exercisable three months or 90 days after termination of employment, except in connection with a termination due to death or disability as discussed above. In the event of termination of employment with us, vested stock options under the 2011 Plan that would otherwise remain exercisable generally cease to be exercisable 90 days after termination of employment or, in the event of a termination due to death or disability, one year after termination of employment. All unexercised stock options are immediately forfeited in the event of a termination of employment for cause.
Annual Incentive Plan
Pursuant to the terms of the Annual Incentive Plan, if a participant’s employment is terminated during a fiscal year due to death, retirement on or after age 65 or retirement on or after age 55 with a minimum of ten years of service, then the participant is entitled to a pro rata portion of the annual cash bonusincentive to which the participant would have been entitled for that fiscal year under the Annual Incentive Plan had the participant remained employed by the company until the end of the fiscal year.
Summary of potential payments upon a termination or change in control
The following table summarizes the payments that would be made to our NEOs upon the occurrence of a qualifying termination of employment or change in control, assuming that each NEO’s termination of employment with the company or a change in control occurred on January 28, 2023.February 3, 2024. Amounts shown do not include (i) accrued but unpaid salary through the date of termination, and (ii) other benefits earned or accrued by the NEO during his or her employment that are available to all salaried employees. Each of the payments below are subject to the NEOs compliance with certain restrictive covenants including, but not limited, to non-solicits and non-competes as provided in their respective employment agreements.
Name
Benefit
Termination without
cause or for good
reason, as
applicable
($)
Termination due
to death or
disability
($)(9)(1)(2)
Change in
control
($)
Qualifying termination
without cause or for
good reason, as
applicable, in connection
with a change in control
($)
Bob Eddy
Severance benefit(1)
$3,000,000
$
$
$3,000,000
Severance benefit(3)
3,375,0003,375,000
Continuation of health benefits(2)
22,096
22,096
22,096
Continuation of health benefits(4)
23,07723,07723,077
Value of accelerated stock awards(3)
8,056,275
8,056,275
8,056,275
Value of accelerated stock awards(5)
7,076,4247,076,4247,076,424
Value of accelerated performance stock unit awards(4)
23,464,218
12,329,466
Value of accelerated performance stock unit awards24,836,519
13,490,187(6)
13,490,187
Annual bonus(5)
Annual incentive(7)
Other(8)
Other(8)
Laura Felice
Severance benefit(6)
1,350,000
1,350,000
Severance benefit(9)
1,500,0001,500,000
Continuation of health benefits(7)
22,096
22,096
22,096
Continuation of health benefits(10)
23,07723,07723,077
Value of accelerated stock awards(3)
2,453,365
2,453,365
Value of accelerated stock awards(5)
1,579,7211,579,721
Value of accelerated performance stock unit awards(4)
1,117,169
686,581
Value of accelerated performance stock unit awards2,189,074
1,322,922(6)
1,322,922
Annual bonus(5)
Annual incentive(7)
Other(8)
Other(8)
Paul Cichocki
Severance benefit(9)
1,800,0001,800,000
Continuation of health benefits(10)
20,79520,79520,795
Value of accelerated stock awards(5)
2,544,9842,544,984
Value of accelerated performance stock unit awards5,260,710
2,998,912(6)
2,998,912
Annual incentive(7)
Other(8)
4,763
180,000
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Name
Benefit
Termination without
cause or for good
reason, as
applicable
($)
Termination due
to death or
disability
($)(9)(1)(2)
Change in
control
($)
Qualifying termination
without cause or for
good reason, as
applicable, in connection
with a change in control
($)
Paul Cichocki
Severance benefit(6)
1,700,000
1,700,000
Continuation of health benefits(7)
22,347
22,347
22,347
Value of accelerated stock awards(3)
3,638,689
3,638,689
Value of accelerated performance stock unit awards(4)
9,281,232
4,853,948
Annual bonus(5)
Other(8)
4,570
124,219
Jeff Desroches
Severance benefit(6)
1,250,000
1,250,000
Continuation of health benefits(7)
22,347
22,347
22,347
Value of accelerated stock awards(3)
2,101,873
2,101,873
Value of accelerated performance stock unit awards(4)
5,585,313
2,912,123
Annual bonus(5)
Other(8)
Scott Kessler
Severance benefit(6)
1,190,000
1,190,000
Continuation of health benefits(7)
22,347
22,347
22,347
Value of accelerated stock awards(3)
2,101,873
2,101,873
Value of accelerated performance stock unit awards(4)
5,585,313
2,912,123
Annual bonus(5)
Other(8)
Jeff Desroches
Severance benefit(9)
1,300,0001,300,000
Continuation of health benefits(10)
20,79520,79520,795
Value of accelerated stock awards(5)
1,419,8011,419,801
Value of accelerated performance stock unit awards2,942,906
1,676,758(6)
1,676,758
Annual incentive(7)
Other(8)
Bill Werner
Severance benefit(9)
1,150,0001,150,000
Continuation of health benefits(10)
23,07723,07723,077
Value of accelerated stock awards(5)
1,369,8701,369,870
Value of accelerated performance stock unit awards2,491,835
1,771,499(6)
1,771,499
Annual incentive(7)
Other(8)
(1)
As set forth above under “—Equity Awards”, subsequent to January 30, 2021, the compensation committee determined to modify all applicable award agreements entered into with our NEOs to address the treatment of such awards upon the death of the NEO.
(2)
For valuation purposes, we have assumed the closing price of our common stock on the NYSE on February 2, 2024 (the last trading day prior to February 3, 2024) of $64.51, and that the 2021 PSUs would be earned at 200% of target, the 2022 PSUs would be earned at a level between target and 200% of target, and the 2023 PSUs would be earned at a level below target. A pro rata portion of the PSUs shall vest based on the total number of PSUs multiplied by a fraction, the numerator of which shall be the number of calendar days from the first day of the performance period to the date of such termination due to death or disability and the denominator of which shall be the total number of days in the performance period.
(3)
Such amount includes 12 months’ base salary and the executive’s target annual cash bonus,incentive, payable in substantially equal installments for 12 months after termination and in a single lump sum in respect of a qualifying termination occurring on or following a change in control. This amount is also payable upon Mr. Eddy’s resignation for good reason as defined in Mr. Eddy’s employment agreement.
(2)(4)
Such amount includes the difference between the executive’s actual COBRA premium costs and the amount the executive would have paid had he continued coverage as an employee under the company’s applicable health plans for 12 months. This amount is also payable upon a termination by Mr. Eddy for good reason as defined in Mr. Eddy’s employment agreement.
(3)(5)
Includes options and shares of restricted stock. The value of unvested options was calculated by multiplying the number of shares underlying unvested options by $69.70, the closing price of our common stock on the NYSE on January 27, 2023 (the last trading day prior to January 28, 2023), and then deducting the aggregate exercise price for the options. The value of unvested shares of restricted stock was calculated by multiplying the number of shares of unvested restricted stock by $69.70,$64.51, the closing price of our common stock on the NYSE on January 27, 2023February 2, 2024 (the last trading day prior to January 28, 2023)February 3, 2024).
(4)(6)
Includes performance stock units (“PSUs”). Performance condition will be deemed achieved at target, irrespective of actual achievement of the performance condition, and a pro rata portion of the PSUs shall vest based on the total number of PSUs multiplied by a fraction, the numerator of which shall be the number of calendar days from the first day of the performance period to the date of such change in control and the denominator of which shall be the total number of days in the performance period. The value was calculated by multiplying the number of pro-rate shares of stock by $69.70,$64.51, the closing price of our common stock on the NYSE on January 27, 2023February 2, 2024 (the last trading day prior to January 28, 2023)February 3, 2024).
(5)(7)
No amounts are shown because the executives already were fully vested in their annual cash bonusesincentives on January 28, 2023.
(6)
Such amount includes 24 months’ base salary, payable in substantially equal installments for 24 months after termination.
(7)
Such amount includes the difference between the executive’s actual COBRA premium costs and the amount the executive would have paid had he continued coverage as an employee under the company’s applicable health plans for twenty-four months.February 3, 2024.
(8)
For Mr. Cichocki (i) the amount in the column relating to a change in control represents the value of all unvested amounts previously contributed under the Executive Retirement Plan, all of which would vest upon a change in control, plus the tax gross-up payment that would be made upon vesting and (ii) the amount in the column relating to termination due to death or disability represents the value all unvested balances in Mr. Cichocki’s account under the company’s 401(k) plan that would vest in such event. Generally, under the company’s 401(k) plan, participants vest in amounts attributable to the company’s matching contributions based on their years of service with the company, with 25% vesting for each year of service and participants with four or more years of service being fully vested. Participants not otherwise fully vested, will fully vest upon a termination due to death or disability or if they remain employed by the company at the time they reach age of 65.
(9)
Such amount includes 24 months’ base salary, payable in substantially equal installments for 24 months after termination.
(10)
Such amount includes the difference between the executive’s actual COBRA premium costs and the amount the executive would have paid had he continued coverage as an employee under the company’s applicable health plans for twenty-four months.
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(9)
As set forth above under “—Equity Awards”, subsequent to January 30, 2021, the compensation committee determined to modify all applicable award agreements entered into with our NEOs to address the treatment of such awards upon the death of the NEO.
Compensation risk assessment and management
We monitor our compensation policies and practices for our employees to determine whether they encourage unnecessary or excessive risk-taking. Due to the greater emphasis placed on incentive compensation at higher levels of our organization, and the fact that these individuals are more likely to make decisions that impact corporate performance and could have a material adverse effect on us, our review focuses primarily on our executive compensation policies and practices. We believe that the risks arising from our policies and practices for compensating employees are not reasonably likely to have a material adverse effect on us primarily because of the following reasons:
Vesting conditions. Vesting schedules for restricted stock, performance share units and non-qualified stock options cause management to have a significant amount of unvested awards at any given time;
Balanced incentives. Our executive compensation program has a meaningful focus on long-term equity compensation with fixed and variable features;
Multiple performance objectives. Short-term or annual incentive compensation opportunities are capped and therefore do not incentivize employees to maximize short-term performance at the expense of long-term performance and annual cash incentive compensation is based on pre-established company financial metrics;
Recoupment protocols. We have a clawback policy that will allow us to recoup incentive compensation in the event of a restatement or material miscalculation that resulted from fraud or other intentional misconduct by one of our executive officers;
Competitive alignment. Our compensation levels and opportunities are in line with appropriate competitive practice; and
Equity ownership requirements. Our executives and directors are expected to maintain an ownership interest in the company, which an alignment of their interests with those of our shareholders.shareholders; and
Incentive plan caps. Executive incentive plans are capped at 200% of target.
Director and executive stock ownership guidelines
In order to complement our compensation programs and further align the interests of our NEOs with those of our shareholders, our board of directors adopted director stock ownership guidelines and executive stock ownership guidelines pursuant to which the following persons are expected to own equity in the company with the following aggregate market values:
Position
Stock ownership guidelines
Chief executive officer
5x annual base salary
Executive vice president
3x annual base salary
Senior vice president
1x annual base salary
Non-employee director
5x annual cash retainer, excluding committee retainers
or retainers paid for service as lead director
Our non-employee directors and our executive officers are expected to attain compliance with these ownership guidelines by the fifth anniversary of our IPO, if serving as a non-employee director or executive officer at the time of our IPO, or by the fifth anniversary of their appointment or election, in the case of a non-employee director, or their hire or promotion date, in the case of an executive officer. Thereafter, non-employee directors and executive officers are required to certify as to his or her compliance with these ownership guidelines at least once each year.
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20222023 CEO pay ratio
As required by Item 402(u) of Regulation S-K, the company is disclosing the following information about the relationship of the annual total compensation of our CEO and the median of the annual total compensation of our employees (other than the CEO) for fiscal year 2022:2023:
The total annual compensation of our CEO was $12,249,164,$10,858,552 as disclosed in the Summary Compensation Table.
The annual total compensation of our median employee was $22,142.$25,708.
The ratio of the total annual compensation of our CEO to the annual total compensation of our median employee was 553422 to 1.
We identified the median employee for the fiscal year 20222023 pay ratio using the following methodology and material assumptions. To identify the median of the total annual compensation of our active employees as of January 28, 2023,February 3, 2024, we used total wages from our payroll records for the period from January 30, 202229, 2023 (the first day of fiscal year 2022)2023) through January 28, 2023February 3, 2024 (the last day of fiscal year 2022)2023); we included any full-time, part-time, temporary or seasonal employees, but excluded our CEO; and we did not annualize compensation for any full-time or part-time permanent employees who were employed by the company on January 30, 202229, 2023 but did not work for us the entire year or make any full-time equivalent adjustments for part-time employees. We consistently applied this compensation measure and methodology to all of our employees included in the calculation.2
We determined the annual total compensation for fiscal year 20222023 of our median employee (who was calculated to be a part-time employee) in the same manner that we determine the total compensation of our named executive officers for purposes of the Summary Compensation Table.
This information is being provided for compliance purposes. The ratio presented herein is a reasonable estimate and may not be comparable to the pay ratio presented by other companies. Neither the compensation committee nor management of the company used the pay ratio measure in making compensation decisions.
382
The calculation of the annual total compensation of our median employee for fiscal years prior to 2023 was corrected to include annual incentive amounts in the year incentives are earned instead of the year incentives are paid.
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Pay versus performance
The information below presents the relationship between the compensation of the company’s NEOsnamed executive officer and certain performance measures in accordance with Item 402(v) of Regulation S-K (“Pay Versus Performance Table”). For a discussion of the company’s compensation programs and pay for performance philosophy, please refer to the section captioned “Compensation Discussion and Analysis,” above.
Pay Versus Performance Table
The information below presents the relationship between compensation actually paid (CAP)(“CAP”) of the company’s NEOs and certain performance measures in accordance with Item 402(v) of Regulation S-K.
Year
(a)
Summary
Compensation
Table total for
first Principal
Executive
Officer
(“PEO”)(1)1
(b)
Compensation
actually
paid to first
PEO(2)2
(c)
Summary
Compensation
Table total for
second
PEO(1)1
(b)
Compensation
actually paid
to second
PEO(2)2
(c)
Average
Summary
Compensation
Table total for
non-PEO
NEOs(1)1
(d)
Average
compensation
actually paid
to Non-PEO
NEOs(2)2
(e)
Value of initial fixed $100
investment based on:
Net
income
(millions)
(h)
Adjusted
EBITDA
(millions)(4)4
(i)
Total
shareholder
return
(f)
Peer group
total
shareholder
return(3)3
(g)
2023$ 10,858,552$ 6,059,860$3,021,845
$2,293,990
$314.38$174.15$524$ 1,088
2022
$ 12,249,164
$ 23,888,302
$3,548,597
$6,422,497
$339.68
$121.44
$513
$ 914
12,249,16423,888,3023,548,5976,422,497339.68124.00513914
2021
16,340,546
37,445,973
$21,626,020
$15,984,701
3,681,469
7,736,013
282.32
147.91
427
880
16,340,54637,445,973$21,626,020$15,984,7013,681,4697,736,013282.32149.73427880
2020
  16,157,250
  20,079,361
  4,171,404
  10,557,454
  205.03
  140.50
  421
857
  16,157,25020,079,3614,171,40410,557,454205.03141.39421857
(1)
For 2023 and 2022, the PEO is Mr. Eddy. For 2021, the first PEO is Mr. Eddy, who was appointed as president and chief executive officer on April 19, 2021. The second PEO is Mr. Delaney, who served as our PEO in 2020 and 2021 until he passed away unexpectedly on April 8, 2021. Our Non-PEOnon-PEO NEOs for the covered years are as follows:
2020
2021
2022

Bob Eddy
2023
Laura Felice
Bob Eddy
Laura Felice
Paul Cichocki
Paul Cichocki
Laura Felice
Paul Cichocki
Laura Felice
Jeff Desroches
Paul Cichocki
Jeff Desroches
Paul Cichocki
Jeff Desroches
Scott Kessler
Paul Cichocki
Bill Werner
Paul Cichocki
Jeff Desroches
Scott Kessler
Chris Baldwin
Jeff Desroches
Jeff Desroches
Jeff Desroches
Scott KesslerBill WernerScott KesslerBill Werner
Chris Baldwin
In 2020, Mr. Eddy served as our executive vice president, chief financial and administrative officer.
(2)
The following adjustments relating to equity awards were made to total compensation for each year to determine CAP as computed in accordance with Item 402(v) of Regulation S-K:
Year
Summary Compensation
Table total
Total equity award
adjustments
Compensation
actually paid

First PEO (Mr. Eddy)
2022
$12,249,164
$11,639,138
$23,888,302
2021
  16,340,546
  21,105,427
37,445,973
Second PEO (Mr. Delaney)
2021
$21,626,020
 ($5,641,319)
$15,984,701
2020
  16,157,250
   3,922,111
  20,079,361
Non-PEO NEOs
2022
$3,548,597
$2,873,901
$6,422,497
2021
 3,681,469
  4,054,544
  7,736,013
2020
 4,171,404
  6,386,050
 10,557,454
First PEO (Mr. Eddy)
2023$10,858,552($4,798,692)$6,059,860
Non-PEO NEOs
2023$3,021,845($727,855)$2,293,990
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The total equity award adjustments for each applicable fiscal year are detailed below:
Year
Value of equity
awards disclosed
in the Summary
Compensation
Table
Year end fair value
of equity
awards
granted in the year
and unvested
Year-over-year
change in fair
value of
outstanding
and unvested
equity
awards
Fair value as of
vesting date of
equity awards
granted and
vested in year
Year-over-year
change in fair value of
equity awards
granted in
prior years
that vested in the
applicable year
Fair value at the end of the prior year of equity
awards that failed to meet vesting
conditions in the year
Total equity
award
adjustments
First PEO (Mr. Eddy)
2022
($6,999,976)
$10,821,343
$6,335,049
$0
$1,482,721
$0
$11,639,138
2021
(10,999,934)
24,941,414
5,936,479
0
  1,227,469
0
 21,105,427
Second PEO (Mr. Delaney)
2021
($21,275,695)
$16,241,023
$0
$7,367,893
$518,726
($8,493,266)
($5,641,319)
2020
 (10,999,950)
 10,724,526
3,187,226
0
1,010,308
0
   3,922,111
Non-PEO NEOs
2022
($1,699,914)
$2,627,917
$1,295,559
$0
$650,339
$0
$2,873,901
2021
 (1,924,914)
 3,287,209
 2,435,962
0
  256,287
0
  4,054,544
2020
 (2,091,112)
 3,824,892
3,434,367
0
1,217,903
0
  6,386,050
First PEO (Mr. Eddy)
2023($7,999,978)$5,868,410($3,751,037)$0$1,083,913$0($4,798,692)
Non-PEO NEOs
2023($1,799,892)$1,320,310
($628,820)
$0
$380,546
$0
($727,855)
The valuation methodologies used to calculate fair values for each measurement date do not materially differ from those used at the time of grant of each respective award.
(3)
Represents total shareholder return for the S&P 500 Retail Index.
(4)
Represents adjustedAdjusted EBITDA, which is defined in the Compensation Discussion and Analysis section of this Proxy Statement.
Relationship between compensation actually paid and financial performance
In accordance with Item 402(v) of Regulation S-K, the following graphs illustrate the relationship between the amounts disclosed in the Pay Versus Performance Table, above, as CAP to Total Shareholder Return, Peer Group Total Shareholder Return, GAAP Net Income and Adjusted EBITDA.
graphic


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graphic
Tabular list of performance measures
The following table lists the financial performance measures that the company considers to be the most important financial performance measures used by the company to link compensation actually paid to its NEOs for the most recently completed fiscal year to performance of the company.
Adjusted EBITDA
Comparable club sales
Adjusted EPS
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Compensation committee interlocks and insider participation
During fiscal year 2022,2023, the members of the compensation committee (or other committee performing equivalent functions) were Tom Kingsbury,Darryl Brown, Steve Ortega, Ken Parent and Judy Werthauser.Chris Peterson.
During fiscal year 2022,2023, none of our executive officers served as a member of the board or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on the board or compensation committee.
Compensation committee report
The compensation committee has discussed and reviewed the prior Compensation Discussion and Analysis with management. Based upon this review and discussion, the compensation committee recommended to the board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Submitted by the Compensation Committee of the Board of Directors:
Ken Parent (Chair)
Darryl Brown
Steve Ortega
Chris Peterson
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Proposal 3:3
Ratification of appointment of independent registered
public accounting firm
The audit committee appoints our independent registered public accounting firm. In this regard, the audit committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the audit committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account, the overall strength and reputation of the firm, the firm’s global capabilities relative to our business and the firm’s knowledge of our operations. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 1996. Neither the accounting firm nor any of its members has any
direct or indirect financial interest in or any connection with us in
any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the audit committee has appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal year 2023.
2024.
The board unanimously recommends that you vote “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm.
Although ratification is not required by our bylaws or otherwise, the board is submitting the appointment of PricewaterhouseCoopers LLP to our shareholders for ratification because we value our shareholders’ views on the company’s independent registered public accounting firm and it is a good corporate governance practice. If our shareholders do not ratify the appointment, the audit committee will take that act into consideration, together with such other factors it deems relevant, in determining its next appointment of independent auditors. Even if the appointment is ratified, the audit committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the company and its shareholders. Representatives of PricewaterhouseCoopers LLP are expected to attend the Annual Meeting and to have an opportunity to make a statement if they so desire and be available to respond to appropriate questions from shareholders.
Board recommendation
The board unanimously recommends you vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2023.2024.
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Audit, audit-related, tax and all other fees
The table below sets forth the aggregate fees billed to BJ’s for services related to fiscal year 20222023 and fiscal year 2021,2022, respectively, by PricewaterhouseCoopers LLP, our independent registered public accounting firm.
Fiscal year 2023
($)
Fiscal year 2022
Fiscal year 2021($)
Audit fees(1)
$    3,300,238
$    3,056,541
3,378,5873,300,238
Audit-related fees(2)
660,000
75,174
Tax fees(3)
213,801
180,456
172,843213,801
All other fees(4)
3,081
2,900
2,1253,081
Total fees
$3,517,120
$3,899,897
3,628,7293,517,120
(1)
Audit fees consisted of fees billed for professional services rendered for the audit of our consolidated annual financial statements, audit of the effectiveness of internal controls over financial reporting and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.
(2)
Audit-related fees consisted of fees billed for assuranceenvironmental, social and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit fees.”governance-related services.
(3)
Tax fees consisted of fees billed for professional services rendered for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance, tax planning and compliance work.
(4)
All other fees related to licenses for accounting research software.
Pre-approval policies and procedures
The formal written charter for our audit committee requires that the audit committee pre-approve all audit services to be provided to us, whether provided by our principal auditor or other firms, and all other services (review, attest and non-audit) to be provided to us by our independent registered public accounting firm, other than de minimis non-audit services approved in accordance with applicable SEC rules.
The audit committee has adopted a pre-approval policy that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by our independent registered public accounting firm may be pre-approved. This pre-approval policy generally provides that the audit committee will not engage an independent registered public accounting firm to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the audit committee or (ii) entered into pursuant to the pre-approval policies and procedures described in the pre-approval policy. Unless a type of service to be provided by our independent registered public accounting firm has received this latter general pre-approval under the pre-approval policy, it requires specific pre-approval by the audit committee.
On an annual basis, the audit committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by the company’s independent registered public accounting firm without first obtaining specific pre-approval from the audit committee. The audit committee may revise the list of general pre-approved services from time to time, based on subsequent determinations. Any member of the audit committee to whom the committee delegates authority to make pre-approval decisions must report any such pre-approval decisions to the audit committee at its next scheduled meeting. If circumstances arise where it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories or above the pre-approved amounts, the audit committee requires pre-approval for such additional services or such additional amounts.
The services provided to us by PricewaterhouseCoopers LLP in fiscal year 20222023 and fiscal year 20212022 were provided in accordance with our pre-approval policies and procedures, as applicable.
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Audit committee report
The audit committee operates pursuant to a charter which is reviewed periodically by the audit committee. Additionally, a brief description of the primary responsibilities of the audit committee is included in this Proxy Statement under the discussion of “Corporate governance—audit committee.Governance—Audit Committee.” Under the audit committee charter, management is responsible for the preparation, presentation and integrity of the company’s financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.
In the performance of its oversight function, the audit committee reviewed and discussed with management the company’s audited financial statements for fiscal year 2022.2023. The audit committee also discussed with the company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the audit committee received and reviewed the written disclosures and the letters from the company’s independent registered public accounting firm required by applicable requirements of the PCAOB, regarding such independent registered public accounting firm’s communications with the audit committee concerning independence and discussed with the company’sCompany’s independent registered public accounting firm their independence from the company.
Based upon the review and discussions described in the preceding paragraph, the audit committee recommended to the board that the company’s audited financial statements be included in its Annual Report on Form 10-K for fiscal year 20222023 filed with the SEC.
Submitted by the Audit Committee of the Board of Directors:
Chris Peterson (Chair)
Maile Naylor
Steve Ortega
Marie Robinson
Rob Steele
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Beneficial ownership
To our knowledge, except as otherwise indicated, each of the persons, groups of affiliated persons or entities listed in the tables below has sole voting and investment power with respect to the shares beneficially owned by him, her or such group or entity. For purposes of the tables below, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person is deemed to have “beneficial ownership” of any shares that such person has the right to acquire within 60 days after March 31, 2023.April 1, 2024. For purposes of computing the percentage of outstanding shares held by each person, group of affiliated persons or entities named below, any shares that such person, group of affiliated persons or entities has the right to acquire within 60 days after March 31, 2023April 1, 2024 are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person, group of affiliated persons or entities. The percentage of shares beneficially owned is computed on the basis of 133,639,486133,233,789 shares of our common stock outstanding as of March 31, 2023.April 1, 2024.
Beneficial ownership of directors and executive officers
The following beneficial ownership table sets forth, as of March 31, 2023,April 1, 2024, information regarding the beneficial ownership of the company’s common stock by (i) each of our current directors and our NEOs for fiscal year 2022;2023; and (ii) all current directors and executive officers as a group.
Name of beneficial owner(1)
Shares
beneficially owned
% of shares
beneficially owned
Chris Baldwin(2)
622,745
*
Bob Eddy(3)
889,023
*
Laura Felice(4)
246,301
*
Paul Cichocki(5)
376,614
*
Jeff Desroches(6)
281,971
*
Scott Kessler(7)
168,788
*
Ken Parent(8)
19,905
*
Chris Peterson(9)
18,017
*
Rob Steele(10)
31,718
*
Michelle Gloeckler(11)
13,830
*
Maile Naylor(11)
13,830
*
Darryl Brown(12)
5,893
*
All Directors and executive officers as a group (15 persons)(13)
2,909,672
2.2%
Name of beneficial owner(1)
Shares
beneficially owned
% of shares
beneficially owned
Bob Eddy(2)
1,114,906*
Chris Baldwin(3)
552,097*
Jeff Desroches(4)
242,707*
Laura Felice(5)
203,406*
Paul Cichocki(6)
195,514*
Bill Werner(7)
129,295*
Rob Steele(8)
34,132*
Ken Parent(9)
22,319*
Chris Peterson(10)
20.431*
Michelle Gloeckler(11)
16,244*
Maile Naylor(12)
16,244*
Darryl Brown(13)
8,307*
Steve Ortega(14)
2,414*
Marie Robinson(15)
2,414*
All directors and executive officers as a group (17 persons)(16)
2,649,7342.0%
*
Represents beneficial ownership of less than 1% of our outstanding common stock.
(1)
Address for all persons listed is c/o BJ’s Wholesale Club, Inc., 350 Campus Drive, Marlborough, Massachusetts 01752.
(2)
Consists of (a) 240,5302,000 shares of common stock held by his minor children, (b) 244,468 shares of common stock, (c) 267,324 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (d) 601,114 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable.
(3)
Consists of (a) 170,880 shares of common stock, (b) 3,4122,414 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 378,803 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable.
(3)
Consists of (a) 2,000 shares of common stock held by his minor children, (b) 228,797 shares of common stock, (c) 57,112 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (d) 601,114 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable.
(4)
Consists of (a) 80,70681,329 shares of common stock, (b) 13,315 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 152,280 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable.
(5)
Consists of (a) 175,412 shares of common stock, (b) 21,705 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 179,497 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable.
(6)
Consists of (a) 128,514 shares of common stock, (b) 12,15020,071 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 141,307 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable.
(7)(5)
Consists of (a) 156,63862,374 shares of common stock, and (b) 12,15027,893 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions). and (c) 113,139 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable.
(8)(6)
Consists of (a) 17,346157,425 shares of common stock and (b) 2,55938,089 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions.conditions) .
(9)(7)
Consists of (a) 15,45822,314 shares of common stock, and (b) 2,55918,842 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions)., and (c) 88,139 of common stock issuable upon the exercise of outstanding options that are currently exercisable.
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(10)(8)
Consists of (a) 17,34619,905 shares of common stock, (b) 2,5592,414 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 11,813 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable.
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(9)
Consists of (a) 19,905 shares of common stock and (b) 2,414 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions.
(10)
Consists of (a) 18,017 shares of common stock and (b) 2,414 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions).
(11)
Consists of (a) 11,27113,830 shares of common stock and (b) 2,5592,414 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions).
(12)
Consists of (a) 3,33413,830 shares of common stock and (b) 2,5592,414 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions).
(13)
Consists of (a) 1,145,4845,893 shares of common stock and (b) 2,414 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions).
(14)
Consists of 2,414 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions).
(15)
Consists of 2,414 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions).
(16)
Consists of (a) 866,091 shares of common stock, (b) 178,756449,328 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 1,585,4321,334,315 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable.
Beneficial ownership of more than 5% shareholders
Based on information available as of March 31, 2023,April 1, 2024, the following are the only beneficial owners of more than 5% of the company’s common stock:
Name and addressAddress of beneficial owner
Beneficial Owner
Shares
beneficially ownedBeneficially Owned
% of sharesShares
beneficially ownedBeneficially Owned
BlackRock, Inc.(1)
55 East 52nd Street
New York, New York 10055
12,002,618
10.5%
The Vanguard Group(2)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
13,805,970
12.1%
BlackRock, Inc.(1)
50 Hudson Yards
New York, New York 10001
11,669,848
8.7%
FMR LLC(2)
245 Summer Street
Boston, Massachusetts 02210
15,941,99411.95%
The Vanguard Group(3)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
13,352,57810.01%
(1)
Based on a Schedule 13G/A filed with the SEC on January 25, 2023,2024, BlackRock, Inc. has sole voting power over 11,591,45811,274,738 shares of our common stock and sole dispositive power over 12,002,61811,669,848 shares of our common stock.
(2)
Based on a Schedule 13G/A filed with the SEC on February 9, 2023,2024, FMR LLC has sole voting power over 15,137,055 shares of our common stock and sole dispositive power over 15,941,994 shares of our common stock.
(3)
Based on a Schedule 13G/A filed with the SEC on February 13, 2024, The Vanguard Group has shared voting power over 56,58249,059 shares of our common stock, sole dispositive power over 13,616,18313,161,346 shares of our common stock and shared dispositive power over 189,787191,232 shares of our common stock.
Certain relationships and related person transactions
Review and approval of related person transactions
The board recognizes that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). The board has adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly held common stock listed on the NYSE. Our related person transaction policy requires that the audit committee approve or ratify related person transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K (which are transactions in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any “related person” as defined under Item 404(a) of Regulation S-K had or will have a direct or indirect material interest). It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest. Each of the transactions described below entered into following the adoption of our related person transaction policy was approved in accordance with such policy.
Indemnification agreements
Our bylaws provide that we indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (“DGCL”), subject to certain exceptions contained in our bylaws. In addition, our charter provides that our directors will not be liable for monetary damages for breach of fiduciary duty.
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We have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.
There is no pending litigation or proceeding naming any of our directors or officers for which indemnification is being sought, and we are not aware of any pending litigation that may result in claims for indemnification by any director or executive officer.
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Shareholder proposals and director nominations
Shareholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at the 20242025 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to our secretary at our offices at 350 Campus Drive, Marlborough, Massachusetts 01752, in writing not later than January 5, 2024.9, 2025.
Shareholders intending to present a proposal at the 20242025 Annual Meeting, but not to include the proposal in our Proxy Statement, or to nominate a person for election as a director, must comply with the requirements set forth in our bylaws. Our bylaws require, among other things, that our secretary receive written notice from the shareholder of record at the time of giving notice of their intent to present such proposal or nomination not earlier than the close of business on the 120th120th day and not later than the close of business on the 90th90th day prior to the anniversary of the preceding year’s annual meeting of shareholders. Therefore, we must receive notice of such a proposal or nomination for the 20242025 Annual Meeting no earlier than the close of business on February 16, 202420, 2025 and no later than the close of business on March 17, 2024.22, 2025. The notice must contain the information required by our bylaws. In the event that the date of the 20242025 Annual Meeting is more than 30 days before or more than 60 days after June 15, 2024,20, 2025, then our secretary must receive such written notice not earlier than the close of business on the 120th120th day prior to the 20242025 Annual Meeting and not later than the close of business of the 90th90th day prior to the 20242025 Annual Meeting or, if later, the 10th10th day following the day on which public disclosure of the date of such meeting is first made by us. SEC rules permit management to vote proxies in its discretion in certain cases if the shareholder does not comply with this deadline and, in certain other cases notwithstanding the shareholder’s compliance with this deadline.
To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 16, 2024.21, 2025.
We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.
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QUESTIONS AND ANSWERS
ABOUT THE ANNUAL MEETING
Why did I receive these proxy materials?
We are providing these proxy materials in connection with the solicitation by the boardBoard of proxies to be voted at the Annual Meeting. We either (1) mailed you a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) notifying each shareholder entitled to vote at the Annual Meeting how to vote and how to electronically access a copy of this Proxy Statement and our Annual Report for the fiscal year ended January 28, 2023February 3, 2024 (referred to as the “Proxy Materials”) or (2) if requested, mailed you a paper copy of the Proxy Materials. You received these Proxy Materials because you were a shareholder of record as of the close of business on April 24, 2023.29, 2024. If you have not received, but would like to receive, a paper copy of the Proxy Materials in paper format, you should follow the instructions for requesting such materials contained in the Notice of Internet Availability.
What does it mean if I receive more than one set of proxy materials?
It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the Proxy Materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.
What is the date, time and location of the Annual Meeting?
The Annual Meeting will be held on Thursday, June 15, 202320, 2024 at 8:00 a.m., Eastern Time. The companyCompany will be hosting the meeting live via the Internet. To attend the Annual Meeting via the Internet please visit www.virtualshareholdermeeting.com/BJ2023BJ2024.
Shareholders who choose to attend the Annual Meeting will do so by accessing a live audio webcast of the Annual Meeting via the Internet at the link provided above. At this website, shareholders will be able to listen to the Annual Meeting live, submit questions and submit their vote while the Annual Meeting is being held. Please see “How Can I Attend and Vote at the Annual Meeting?” below for more information.
What is the purpose of the Annual Meeting?
The purpose of the Annual Meeting is to vote on the following items described in this Proxy Statement:
Proposal 1:
Election of eightnine director nominees;
Proposal 2:
Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers; and
Proposal 3:
Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2023.
2024.
Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?
As of the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting or any continuation, postponement or adjournment thereof for consideration, and you are a shareholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.
Who is entitled to attend and vote at the Annual Meeting?
The board has set April 24, 202329, 2024 as the record date for the Annual Meeting. All persons who were registered holders of BJ’s Wholesale Club Holdings, Inc. common stock at the close of business on that date are shareholders of record for the purposes of the Annual Meeting and will be entitled to receive notice of, to attend and to vote at, the Annual Meeting
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or any continuation, postponement or adjournment thereof. At the close of business on the Record Date,record date, there were 134,387,595132,814,971 shares of our common stock issued and outstanding and entitled to vote. Each share of our common stock is entitled to one vote on any matter presented to shareholders at the Annual Meeting.
Beneficial owners who, at the close of business on the record date, held their shares in an account with a broker, bank or other holder of record generally cannot vote their shares directly and instead must instruct the record holder how to vote their shares. See “How Do I Vote?—Beneficial Owners” below for more information.
What are the deadlines to submit my vote?
The deadlines to submit your votes for the Annual Meeting are set forth below.

Internet
Visit www.proxyvote.com
Votes cast via the Internet must be received by 11:59 p.m. EDT on June 14, 2023.19, 2024.

QR code
Scan the QR code
Votes cast by scanning the
QR code must be received by 11:59 p.m. EDT on June 14, 2023.19, 2024.


Telephone
Call [11 (800) 690-6903]690-6903
Votes cast by phone must be received by 11:59 p.m. EDT on June 14, 2023.19, 2024.

Mail
Mail your proxy card
Votes cast by mail must be
received by 11:59 p.m. EDT on
June 14, 2023.19, 2024.

How do I vote?
Registered shareholders (that is, shareholders who hold shares in their own name) can vote in any of the following ways:
Via the internet:
Go to www.proxyvote.com to vote via the Internet using the 16-digit control number you were provided on your proxy card or Notice of Internet Availability. You will need to follow the instructions on the website.
By QR code:
Scan the QR code located on your proxy card or Notice of Internet Availability to access www.proxyvote.com and vote your shares online. Additional software may be required for scanning.
By telephone:
Call 1 (800) 690-6903 from the United States. You will need to use the 16-digit control number you were provided on your proxy card or Notice of Internet Availability, and follow the instructions given by the voice prompts.
By mail:
If you received a paper copy in the mail of the Proxy Materials and a proxy card, you may mark, sign, date and return your proxy card in the enclosed postage-paid envelope. You may also appoint a proxy to attend, speak and vote your shares at the Annual Meeting by submitting the proxy card and delivering such proxy to the company’s general counsel and secretary at 350 Campus Drive, Marlborough, Massachusetts 01752. The proxy need not be a registered shareholder. Proxies must be received by the deadlines set forth below under “What Are the Deadlines to Submit My Vote?”
If you sign and return your proxy, but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the board as described in this Proxy Statement. If any other matters are properly brought up at the Annual Meeting (other than the proposals contained in this Proxy Statement), then the named proxies will have the authority to vote your shares on those matters in
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accordance with their discretion and judgment. The board currently does not know of any matters to be raised at the Annual Meeting other than the proposals contained in this Proxy Statement.
If you vote via the Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned a proxy card by mail.
Beneficial owners that is, shareholders who shares are held in the name of a bank, broker or other holder of record (sometimes referred to as holding shares in “street name”), will receive voting instructions from the holder of record. You must follow the instructions of such broker, bank or other holder of record in order for your shares to be voted.
Can I revoke my proxy or change my vote after I have voted?
Yes. If you are a registered shareholder and previously voted by Internet, telephone, scanning a QR code or mail, you may revoke your proxy or change your vote by:
voting online at the Annual Meeting;
voting again by Internet, telephone or scanning the QR code as set forth above before the closing of those voting facilities at 11:59 pm EDT on June 14, 2023;19, 2024;
mailing a proxy card that is properly signed and dated with a later date than your previous vote and that is received no later than 11:59 pm EDT on June 14, 2023;19, 2024; or
sending a written notice of revocation to our general counsel and secretary, c/o BJ’s Wholesale Club Holdings, Inc., 350 Campus Drive, Marlborough, Massachusetts 01752, which must be received before the commencement of the Annual Meeting.
If you hold shares in street name, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also change your vote or revoke your proxy at the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.
Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance online (without further action) at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the company before your proxy is voted or you vote at the Annual Meeting.
What if I do not specify how my shares are to be voted?
If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the board. The board’s recommendations are set forth below under “How doesDoes the board recommend thatBoard Recommend That I vote?Vote?”, as well as with the description of each proposal in this Proxy Statement.
How can I attend and vote at the Annual Meeting?
To attend and participate in the Annual Meeting, shareholders may access the live audio webcast of the meeting in the following manner:
Shareholders of record will need to log in at www.virtualshareholdermeeting.com/BJ2023BJ2024 using their 16-digit control number provided in the Notice and Access Card and in the instructions that accompany the proxy materials.
Beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank or other nominee that holds their shares.
If you are unable to locate your control number, you will still be able to join the Annual Meeting as a guest by accessing www.virtualshareholdermeeting.com/BJ2023BJ2024 and following the guest login instructions; you will not, however, be able to vote or submit questions.
Further instructions on how to attend, participate in and vote at the Annual Meeting, including how to demonstrate your ownership of our stock as of the Record Date,record date, are available at www.virtualshareholdermeeting.com/BJ2023BJ2024..
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Access to the audio webcast of the Annual Meeting.The live audio webcast of the Annual Meeting will begin promptly at 8:00 a.m. Eastern Time. We encourage shareholders to login to this website and access the webcast before the Annual Meeting’sMeeting's start time. Online check-in will begin at 7:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures.
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Submitting questions at the Annual Meeting.As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the Annual Meeting in accordance with the rules of conduct for the Annual Meeting that are pertinent to the company and the meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. The rules of conduct for the Annual Meeting will be available at www.virtualshareholdermeeting.com/BJ2023BJ2024 during the Annual Meeting. Only shareholders who log in using their unique 16-digit control number, which appears on the Notice and Access Card and the instructions that accompany the proxy materials, will be able to submit questions at the Annual Meeting.
Availability of live webcast to team members and other constituents. constituents. The live audio webcast will be available not only to our shareholders, but also to our team members and other constituents. Such constituents will be able to attend the virtual Annual Meeting by accessing www.virtualshareholdermeeting.com/BJ2023BJ2024 and following the guest login instructions; they will not, however, be able to vote or submit questions.
Webcast replay of the Annual Meeting. Meeting. A webcast replay of the Annual Meeting will be available until the sooner of June 15, 202420, 2025 or the date of the next Annual Meeting of Shareholders to be held in 2024.2025.
Technical difficulties or trouble accessing the virtual meeting website.We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.
How many shares must be present to hold the Annual Meeting?
In order to establish a quorum at the Annual Meeting, the holders of a majority in voting power of the company’s common stock issued and outstanding and entitled to vote, must be present by remote communication or represented by proxy. If you sign and return your paper proxy card or authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even if you abstain, withhold or fail to vote as indicated in the proxy materials.
Broker non-votes will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.
What if a quorum is not present at the Annual Meeting?
If a quorum is not present or represented at the scheduled time of the Annual Meeting, then either (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the shareholders entitled to vote at the Annual Meeting, present by remote communication or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.
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How many votes are required to approve each proposal?
The table below further summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted:
Proposal
Votes required
Voting options
Impact of
“withhold”,
“abstain”
or broker
non-votes
Broker discretionary voting allowed
Proposal 1:
Election of eightnine director nominees
The plurality of the votes cast. This means that the eightnine nominees receiving the highest number of affirmative “FOR” votes will be elected as directors.
“FOR ALL”
“WITHHOLD ALL”
“FOR ALL EXCEPT”
None(1)
No(3)
Proposal 2:
Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers
The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions and broker non-votes) at the Annual Meeting by the holders entitled to vote thereon.
“FOR”
“AGAINST”
“ABSTAIN”
None(2)
No(3)
Proposal 3:
Ratification of appointment of independent registered public accounting firm
The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions and broker non-votes) at the Annual Meeting by the holders entitled to vote thereon.
“FOR”
“AGAINST”
“ABSTAIN”
None(2)
Yes(4)
(1)
Votes that are “withheld” and broker non-votes will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting.
(2)
A vote marked as an “Abstention” or a broker non-vote is not considered a vote cast and will, therefore, not affect the outcome of this proposal.
(3)
As this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal.
(4)
As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.
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What is a “broker non-vote” and how does it affect voting?
A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because:
the broker has not received voting instructions from the shareholder who beneficially owns the shares; and
the broker lacks the authority to vote the shares at their discretion.
Under current stock exchange interpretations that govern broker non-votes, each of Proposal 1 for the election of director nominees, Proposal 2 for approval, on an advisory (non-binding) basis and of the compensation of our named executive officers, is considered a non-discretionary matter, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposal. Proposal 3 for ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2023,2024, is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on the proposal.
How does the board recommend that I vote?
The board recommends that you vote:
FOReach of the director nominee’s election to the board set forth in this Proxy Statement.
FORthe approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.
FORthe ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2023.2024.
Who will pay for the cost of this proxy solicitation?
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in-person or by telephone, electronic transmission and facsimile transmission. Brokers, banks and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.
Additional information
Availability of materials
Important notice regarding the availability of materials for the 20232024 Annual Meeting of shareholders to be held on Thursday, June 15, 2023: 20, 2024:The Proxy Statement and Annual Report for the fiscal year ended January 28, 2023February 3, 2024 are available free of charge at www.proxyvote.com.
Householding of shareholder documents
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more shareholders sharing the same address by delivering a single proxy statement or a single notice addressed to those shareholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this Proxy Statement and the Annual Report by contacting the Broadridge Financial Solutions, Inc. at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
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