BJ's Wholesale Club Holdings, Inc DEF 14A, filed May 9, 2024

BJ's Wholesale Club Holdings, Inc. (BJ)

DEF 14A 2024-05-09 For: 2024-06-20

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Added on June 13, 2026

About this DEF 14A

BJ's Wholesale Club Holdings, Inc filed this DEF 14A on May 9, 2024.

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☒			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.

Summary of contents
Notice of annual meeting of shareholders
Proxy summary			i
Table of contents			v
Corporate governance			1
Proposal 1: Election of nine director nominees			9
Director nominee biographies			10
Director compensation			15
Proposal 2: Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers			17
Executive compensation			18
Compensation Discussion and Analysis			18
Compensation tables			30
Compensation committee report			44
Proposal 3: Ratification of appointment of independent registered public accounting firm			45
Audit			46
Audit committee report			47
Beneficial ownership			48
Questions and answers about the Annual Meeting			51
Additional information			56

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Proposal		Board recommendation	Page reference
1.	Election of nine director nominees	FOR each nominee	9
2.	Approval, on an advisory (non-binding) basis, of compensation of our named executive officers	FOR	17
3.	Ratification of appointment of independent registered public accounting firm	FOR	45

✔ 8 of 10 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

Name	Age⁽¹⁾	Director since	Independent	Committee memberships
Darryl Brown	61	2021		Nominating and corporate governance (chair); compensation
Bob Eddy	51	2021	-	-
Michelle Gloeckler	57	2019		Nominating and corporate governance
Maile Naylor	50	2019		Audit; nominating and corporate governance
Steve Ortega	62	2023		Audit; compensation

Supermajority is independent						Tenure is well-balanced
Shareholder interests are protected Eight of our nine director nominees are independent. Bob 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.						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, as reflected by our director nominees.

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

Corporate governance
Corporate governance practices			1
Board leadership structure			1
Director independence			2
Board committees			2
Audit committee			3
Compensation committee			4
Nominating and corporate governance committee			5
Director nomination process			5
Board role in risk oversight			6
Environmental, social and governance			6
Shareholder engagement			7
Human capital			7
Committee charters and corporate governance guidelines			8
Code of business ethics			8
Anti-hedging and anti-pledging policy			8
Board and committee meetings and attendance			8
Executive sessions			8
Director attendance at annual meeting of shareholders			8
Communications with the board			8
Proposal 1: Election of nine director nominees			9
Director nominee biographies			10
Director compensation			15
Director stock ownership guidelines			16
Proposal 2: Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers			17
Executive compensation
Compensation Discussion and Analysis			18

Summary Compensation Table			30
All other compensation for fiscal year 2023			31
Grants of plan-based awards in fiscal year 2023			32
Narrative disclosure to Summary Compensation Table and grants of plan-based awards table			32
Outstanding equity awards at fiscal 2023 year end			33
Option exercises and stock vested for fiscal year 2023			35
Non-qualified deferred compensation			35
Employment agreements and potential payments upon termination or change in control			35
2023 CEO pay ratio			40
Pay versus performance			41
Compensation committee interlocks and insider participation			44
Compensation committee report			44
Proposal 3: Ratification of appointment of independent registered public accounting firm			45
Audit, audit-related, tax and all other fees			46
Pre-approval policies and procedures			46
Audit committee report			47
Beneficial ownership
Beneficial ownership of directors and executive officers			48
Beneficial ownership of more than 5% shareholders			49
Certain relationships and related person transactions
Review and approval of related-person transactions			49
Indemnification agreements			49
Shareholder proposals and director nominations			50
Questions and answers about the Annual Meeting			51
Additional information
Availability of materials			56

Director	Audit committee	Compensation committee	Nominating and corporate governance committee
Darryl Brown		⬤	Chair
Michelle Gloeckler			⬤
Maile Naylor	⬤		⬤
Steve Ortega	⬤	⬤
Ken Parent		Chair
Chris Peterson	Chair	⬤
Marie Robinson	⬤
Rob Steele	⬤

Audit committee
Members All independent Chris Peterson (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 ESG strategy; and • reviewing related party transactions.
Oversees the company’s accounting, auditing, financial reporting practices, internal controls and ESG strategy.

Compensation committee
Members All independent Ken Parent (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.

Nominating and corporate governance committee
Members All independent Darryl Brown (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.

Proposal 1: Election of nine director nominees			Our board currently consists of ten directors, each of whom has a term that expires at the Annual Meeting. Since our 2023 annual meeting of stockholders, the number of directors that constitute our board increased from eight to ten 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 the identification and evaluation of 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 each of the current board members to stand for re-election at the Annual 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.

Board is diverse

Darryl Brown
Director since 2021 Independent 61 years old Nominating and corporate governance committee (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 30 years of experience in consumer-packaged goods and financial services. Currently, he serves as president and chief executive officer of Shadowbrook Investments, LLC, a family-run private equity firm located in southwest Florida. Previously, he served as president, global corporate payments of American Express Company’s Americas division from 2012 to December 2016 and as executive vice president/GM global 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 bachelor’s degree of science in accounting 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: 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.

Bob Eddy
Director since 2021 Chairman and CEO 51 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 board of directors and Executive Committee of the National Retail Federation and the Boston Children’s Hospital 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.

Michelle Gloeckler
Director since 2019 Independent 57 years old Nominating and corporate governance committee (member)			Michelle Gloeckler has been a director of the company since 2019. Ms. Gloeckler is a retail executive with more than 30 years of experience in retail, consumer-packaged goods, merchandising, sourcing, manufacturing and strategy. Ms. Gloeckler previously served as interim chief executive officer at Holley Inc., a NYSE-listed designer, marketer and manufacturer of high-performance automotive aftermarket products. She was the executive vice president, chief merchant for Academy Sports & Outdoors, a sporting goods retailer, from August 2016 to January 2019. Ms. Gloeckler served as executive vice president of consumables, health and wellness at Walmart Inc., a NYSE-listed general merchandise retailer, from February 2009 to August 2016, where she led their health and wellness unit and U.S. manufacturing initiative. Prior to that, Ms. Gloeckler held leadership roles at The Hershey Company, a global confectionary manufacturer. She holds a bachelor's degree in communication and psychology 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 served as a member of The University of Michigan Dean’s Advisory 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, marketing, human capital and executive compensation. Ms. Gloeckler also brings an important perspective from her service as a director of another public company board.

Maile Naylor
Director since 2019 Independent 50 years old Audit committee (member) Nominating and corporate governance committee (member)			Maile Naylor has been a director of the company since 2019. Ms. Naylor has spent 25 years working in the investment management industry analyzing and evaluating global consumer discretionary companies. She previously worked as an investment 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's degree in finance 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 board of advisors 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.

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 65 years old Compensation committee (chair)			Ken Parent has been a director of the company since 2011. Mr. Parent served as special advisor to the chairman and chief executive officer of Pilot Flying J, the largest travel center operator in North America from January 2021 to April 2023. From 2014 to December 31, 2020, Mr. Parent served as president of Pilot Flying J. In this role, he oversaw all company functions, including human resources, technology, finance, real estate and construction. Mr. Parent also led strategic initiatives on behalf of Pilot Flying J. Prior to becoming president, he served as executive 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 president of operations, marketing and human 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's degree in marketing 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.

Chris Peterson
Director since 2018 Independent 57 years old Audit committee (chair) Compensation committee (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 board at NASDAQ-listed Newell Brands, Inc., a consumer and commercial products producer. Mr. Peterson previously served as president and chief financial officer and president, business operations at Newell before assuming his current role in May 2023. Prior to this role, he was chief operating officer, operations at Revlon, Inc., a beauty products retail company, where he led the global supply 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 officer and later served as president, global brands. Prior to his time at Ralph Lauren, he spent 20 years at The Procter & Gamble Company in various roles of increasing responsibility, the latest of which was vice president and chief financial officer, global household care. Mr. Peterson has a bachelor’s degree from Cornell University in operations research and 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.

Rob Steele
Director since 2016 Lead independent director 68 years old Audit committee (member)			Rob Steele has been lead independent director of the company since 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 chairman of global health and well-being at The Procter & Gamble Company, retiring in 2011. Mr. Steele spent 35 years with The Procter & Gamble Company, where he served as group president of global 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 economics 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 board of 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.

Chris Baldwin	115,499	149,982	265,481
Darryl Brown	116,822	149,982	266,804
Michelle Gloeckler	103,000	149,982	252,982
Maile Naylor	110,558	149,982	260,540
Steve Ortega⁽³⁾	68,193	149,982	218,175
Ken Parent	119,724	149,982	269,706
Chris Peterson	134,794	149,982	284,776
Marie Robinson⁽⁴⁾	64,371	149,982	214,353
Rob Steele	157,500	149,982	307,482

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

Proposal 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 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.

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% - 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 18% - 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 55% - 60% of other NEO target compensation

			WHAT WE DO						WHAT WE DON'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

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's Sporting Goods, Inc.			Specialty Stores
Dollar General Corporation			General Merchandise Stores
Dollar Tree, Inc.			General Merchandise Stores
Foot Locker, Inc.			Apparel Retail
Kohl'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

Bob Eddy	1,350,000	1,200,000	12.5
Laura Felice	750,000	675,000	11.1
Paul Cichocki	900,000	850,000	5.9
Jeff Desroches	650,000	625,000	4.0
Bill Werner	575,000	539,044	6.7

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; acquisition and integration costs; home office transition costs; restructuring and other adjustments, 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.

Minimum	1,058	15,036	0
Target	1,102	15,996	100
Maximum	1,191	16,636	200
Actual	1,088⁽²⁾	15,457	60
Achievement (%)	67	44

Bob Eddy	150	2,025,000	60	1,215,000
Laura Felice	85	637,500	60	382,500
Paul Cichocki	100	900,000	60	540,000
Jeff Desroches	75	487,500	60	292,500
Bill Werner	75	431,250	60	258,750

Bob Eddy	8,000,000	7,000,000	14.3
Laura Felice	1,700,000	1,500,000	13.3
Paul Cichocki	2,700,000	2,500,000	8.0
Jeff Desroches	1,500,000	1,400,000	7.1
Bill Werner	1,300,000	1,100,000	18.2