Exhibit 10.24
BJ’S WHOLESALE CLUB HOLDINGS, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
Non-employee members of the board of directors (the “Board”) of BJ’s Wholesale Club Holdings, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in thisNon-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”), who may be eligible to receive such cash or equity compensation, unless suchNon-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Policy shall become effective after the effectiveness of the Company’s initial public offering (the “IPO”) and shall remain in effect until it is revised or rescinded by further action of the Board. This Policy may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Policy shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of itsNon-Employee Directors and between any subsidiary of the Company and any of itsnon-employee directors.
1.Cash Compensation.
(a)Annual Retainers. EachNon-Employee Director shall receive an annual retainer of $85,000 for service on the Board.
(b)Additional Annual Retainers. In addition, aNon-Employee Director shall receive the following annual retainers:
(i)Lead Independent Director of the Board. ANon-Employee Director serving as Lead Independent Director of the Board shall receive an additional annual retainer of $30,000 for such service.
(ii)Audit Committee. ANon-Employee Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $25,000 for such service. ANon-Employee Director serving as a member of the Audit Committee (other than the Chairperson) shall receive an additional annual retainer of $12,500 for such service.
(iii)Compensation Committee. ANon-Employee Director serving as Chairperson of the Compensation Committee shall receive an additional annual retainer of $20,000 for such service. ANon-Employee Director serving as a member of the Compensation Committee (other than the Chairperson) shall receive an additional annual retainer of $10,000 for such service.
(vi)Nominating and Corporate Governance Committee. ANon-Employee Director serving as Chairperson of the Nominating and Corporate Governance Committee shall receive an additional annual retainer of $15,000 for such service. ANon-Employee Director serving as a member of the Nominating and Corporate Governance Committee (other than the Chairperson) shall receive an additional annual retainer of $7,500 for such service.
(c)Payment of Retainers. The annual retainers described in Sections 1(a) and 1(b) shall be earned on a quarterly basis based on a calendar quarter and shall be paid by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event aNon-Employee Director does not serve as aNon-Employee Director, or in the applicable positions described in Section