DEF 14A of TJX Companies Inc /De/, Apr 27, 2023

DEF 14A of TJX Companies Inc /De/

Filed Apr 27, 2023 · FY20230000109198-23-000014

Open on EDGAR

  1. NOMINEES AND THEIR QUALIFICATIONS

    NOMINEES AND THEIR QUALIFICATIONS We believe that all our nominees possess the professional and personal qualifications necessary for service on our Board. Each was elected to the Board by our shareholders in June 2022 and brings expertise, a deep knowledge of our business, and a valuable perspective to support the long-term success of our business. One of our current directors, Michael F. Hines, is not standing for reelection at the Annual Meeting. We have highlighted qualifications of our director nominees in the individual biographies below. Please also see Director Qualifications and Board Responsibilities below for additional information about the skills of our director nominees, how we assess our nominees, and how we consider overall Board composition.

  2. NOMINEES AND THEIR QUALIFICATIONS

    | | José B. Alvarez, 60 | | | Director since 2020; previously served on Board from 2007- 2018 Member of Corporate Governance Committee and Compensation Committee |

  3. NOMINEES AND THEIR QUALIFICATIONS

    Experience and Qualifications: Mr. Alvarez is a Clinical Professor of Business Administration at the Tuck School of Business at Dartmouth, which he joined in 2022, and visiting faculty of the Harvard Business School, which he joined in 2009 after holding various senior executive roles in the food retail industry. He served as Executive Vice President – Global Business Development for Royal Ahold N.V., now Royal Ahold Delhaize N.V., a global food retail group, in 2008. From 2001 until 2008, he served in a number of key management positions at Stop & Shop/Giant-Landover, a U.S. division of the group, including President and Chief Executive Officer and Executive Vice President, Supply Chain and Logistics. He previously held executive positions at Shaw’s Supermarkets after beginning his career at American Stores Company in 1990. Mr. Alvarez’s long career in the retail industry, including his experience as an educator on the industry, along with his public company directorships, provide him with deep expertise in global retail chain management, including organizational leadership, store management, supply chain, logistics, distribution, merchandising, marketing, and strategy. Mr. Alvarez has also been a director of United Rentals, Inc. since 2009.

  4. NOMINEES AND THEIR QUALIFICATIONS

    | | Alan M. Bennett, 72 | | | Director since 2007 Independent Lead Director Member of Compensation Committee and Finance Committee |

  5. NOMINEES AND THEIR QUALIFICATIONS

    Experience and Qualifications: Mr. Bennett served as the President and Chief Executive Officer of H&R Block, Inc., a tax services provider, from July 2010 until his retirement in May 2011 and was previously Interim Chief Executive Officer from November 2007 through August 2008. He was Senior Vice President and Chief Financial Officer and a Member of the Office of the Chairman of Aetna Inc., a diversified healthcare benefits company, from 2001 to 2007, and previously held other senior financial management positions at Aetna after joining in 1995. Mr. Bennett held various senior management roles in finance and sales/marketing at Pirelli Armstrong Tire Corporation, formerly Armstrong Rubber Company, from 1981 to 1995 and began his career with Ernst & Ernst (now Ernst & Young LLP). Mr. Bennett’s senior leadership roles in two significant financial businesses provide him with executive experience in managing very large businesses and change management as well as financial expertise including financial management, taxes, accounting, controls, finance, and financial reporting. Mr. Bennett has also been a director of Halliburton Company since 2006 and Fluor Corporation since 2011.

  6. NOMINEES AND THEIR QUALIFICATIONS

    | 2023 Proxy Statement | 7 |

  7. NOMINEES AND THEIR QUALIFICATIONS

    | | Rosemary T. Berkery, 70 | | | Director since 2018 Chair of Compensation Committee Member of Audit Committee |

  8. NOMINEES AND THEIR QUALIFICATIONS

    Ms. Berkery was Chairman of UBS Bank USA and Vice Chairman of UBS Wealth Management Americas, a bank and wealth management firm, from March 2010 until April 2018, also serving as CEO of UBS Bank USA from March 2010 to December 2015. Before joining UBS, she held a variety of roles over more than 25 years at Merrill Lynch & Co., Inc., until her departure in January 2009, including Executive Vice President and General Counsel from 2001 and Vice Chairman from 2007. Ms. Berkery’s long career as a senior executive in the financial services industry provides her with expertise in finance, investment strategies, wealth management, and management of complex global organizations, as well as significant experience in governance, compliance, and risk assessment and oversight. Ms. Berkery has also been a director of Fluor Corporation since 2010.

  9. NOMINEES AND THEIR QUALIFICATIONS

    | | David T. Ching, 70 | | | Director since 2007 Member of Audit Committee and Corporate Governance Committee |

  10. NOMINEES AND THEIR QUALIFICATIONS

    Experience and Qualifications: Mr. Ching was Senior Vice President and Chief Information Officer for Safeway Inc., a food and drug retailer, from 1994 to January 2013 and has consulted through DTC Associates LLC, focusing on management consulting and technology services, since 2013. Previously, Mr. Ching was the General Manager for British American Consulting Group, a software and consulting firm focusing on the distribution and retail industries. He also worked for Lucky Stores Inc., a subsidiary of American Stores Company from 1979 to 1993, including serving as the Senior Vice President of Information Systems. Mr. Ching’s strong technology experience and related management positions in the retail industry provide him expertise including in information systems, information security and controls, technology implementation and operation, reporting, and distribution in the retail industry.

  11. NOMINEES AND THEIR QUALIFICATIONS

    | | C. Kim Goodwin, 63 | | | Director since 2020 Member of Audit Committee and Finance Committee |

  12. NOMINEES AND THEIR QUALIFICATIONS

    Experience and Qualifications: Ms. Goodwin is an experienced financial services professional. Her long career in the industry includes serving as Managing Director and Head of Equities (Global) for the Asset Management Division of Credit Suisse Group AG from 2006 to 2008, and as Chief Investment Officer – Equities at State Street Research & Management Co., a money management firm, from 2002 to 2005. She is now a private investor. Ms. Goodwin’s many years of experience in investment and financial services, as well as her years of service as a public company director in different industries, provide her with strong analytical skills, business acumen, and experience in risk assessment and management, as well as a deep understanding of financial markets and corporate strategies. Ms. Goodwin has also been a director of Popular, Inc. since 2011 and a director of General Mills since 2022.

  13. NOMINEES AND THEIR QUALIFICATIONS

    | 8 | The TJX Companies, Inc. |

  14. NOMINEES AND THEIR QUALIFICATIONS

    | | Ernie Herrman, 62 | | | Director since 2015 Chief Executive Officer and President |

  15. NOMINEES AND THEIR QUALIFICATIONS

    Mr. Herrman has been Chief Executive Officer of TJX since January 2016, a director since October 2015, and President since January 2011. He served as Senior Executive Vice President, Group President from August 2008 to January 2011, with responsibilities for Marmaxx, HomeGoods, and TJX Canada; President of Marmaxx from 2005 to 2008; and Senior Executive Vice President, Chief Operating Officer of Marmaxx from 2004 to 2005. From 1989 to 2004, he held various senior merchandising positions with TJX. As Chief Executive Officer and President of TJX, Mr. Herrman has managed a complex global retail business in a significantly evolving landscape and overseen near- and long-term strategy through various economic conditions and challenges. In his current role and through the other positions Mr. Herrman has held with the Company, Mr. Herrman has a deep understanding of TJX and broad experience in all aspects of off-price retail, including merchandising, management, leadership development, business strategy, finance and accounting, innovation, international operations, marketing, real estate, buying, and distribution.

  16. NOMINEES AND THEIR QUALIFICATIONS

    | | Amy B. Lane, 70 | | | Director since 2005 Chair of Finance Committee Member of Audit Committee |

  17. NOMINEES AND THEIR QUALIFICATIONS

    Experience and Qualifications: Ms. Lane was a Managing Director and Group Leader of the Global Retailing Investment Banking Group at Merrill Lynch & Co., Inc., from 1997 until her retirement in 2002. Ms. Lane previously served as a Managing Director at Salomon Brothers, Inc., where she founded and led the retail industry investment banking unit. Ms. Lane’s experience as the leader of two investment banking practices covering the global retailing industry has given her substantial experience with financial services, capital markets, finance and accounting, capital structure, acquisitions, and divestitures in that industry, as well as management, leadership, and strategy. Ms. Lane’s public company roles consist of serving as a director of NextEra Energy, Inc. since 2015 and as a member of the board of directors of FedEx Corporation since 2022. She served on the board of trustees of Urban Edge Properties from 2015 until 2022 and on the board of directors of GNC Holdings, Inc. from 2011 until 2020, after it had ceased to be a public company.

  18. NOMINEES AND THEIR QUALIFICATIONS

    | | Carol Meyrowitz, 69 | | | Director since 2006 Executive Chairman of the Board |

  19. NOMINEES AND THEIR QUALIFICATIONS

    Experience and Qualifications: Ms. Meyrowitz has been Executive Chairman of the Board since January 2016 and a director since September 2006. She served as Chairman of the Board from June 2015 to January 2016 and as Chief Executive Officer of TJX from January 2007 to January 2016. In previous roles, Ms. Meyrowitz served as President of TJX from October 2005 to January 2011, Senior Executive Vice President of TJX from 2004 until January 2005, and prior to that, held various senior management and merchandising positions with Marmaxx and with Chadwick’s of Boston and Hit or Miss, former divisions of TJX. As Executive Chairman of the Board of TJX, and through the other positions Ms. Meyrowitz has held with TJX, Ms. Meyrowitz has a deep understanding of TJX and broad experience in all aspects of off-price retail, including innovation, business strategy, buying, distribution, marketing, real estate, finance and accounting, and international operations. Ms. Meyrowitz was also a director of Staples, Inc. from 2007 to 2017.

  20. NOMINEES AND THEIR QUALIFICATIONS

    | 2023 Proxy Statement | 9 |

  21. NOMINEES AND THEIR QUALIFICATIONS

    | | Jackwyn L. Nemerov, 71 | | | Director since 2016 Chair of Corporate Governance Committee Member of Compensation Committee |

  22. NOMINEES AND THEIR QUALIFICATIONS

    Ms. Nemerov was the President and Chief Operating Officer of Ralph Lauren Corporation, a global leader in premium lifestyle products, from November 2013 until November 2015 and served on Ralph Lauren’s board of directors from 2007 until 2015. She served as Executive Vice President of Ralph Lauren Corporation from September 2004 until October 2013. Prior to her tenure there, she held multiple positions in the retail industry, including President and Chief Operating Officer of the Jones Apparel Group from 1998 to 2002. Ms. Nemerov’s extensive retail, brand management and operations experience, as well as her related board and management positions in the apparel and retail industry, provide her with corporate governance experience as well as valuable expertise in sourcing and supply chain management, manufacturing, merchandising, and licensing.

  23. NOMINEES AND THEIR QUALIFICATIONS

    | 10 | The TJX Companies, Inc. |

  24. MAJORITY VOTING FOR ELECTION OF DIRECTORS

    MAJORITY VOTING FOR ELECTION OF DIRECTORS Our by-laws provide for the election of directors in an uncontested election by a majority of the shares properly cast at the meeting. Our Corporate Governance Principles require any incumbent nominee for director to provide an irrevocable contingent resignation to the Corporate Secretary of TJX at least 14 days in advance of the distribution date for proxy solicitation materials for the shareholder meeting at which such director is expected to be nominated to stand for election. This resignation would be effective only if (a) the director fails to receive the requisite majority vote in an uncontested election and (b) the Board accepts the resignation. Our Corporate Governance Principles provide procedures for the consideration of this kind of resignation by the Board. Within 90 days of the date of the annual meeting of shareholders, the Board, with the recommendation of the Corporate Governance Committee, will act upon such resignation. In making its decision, the Board will consider the best interests of TJX and its shareholders and will take what it deems to be appropriate action, which may include accepting or rejecting the resignation or taking further measures to address those concerns that were the basis for the underlying shareholder vote.

  25. MAJORITY VOTING FOR ELECTION OF DIRECTORS

    | BOARD SERVICE POLICIES We believe it is important for our directors to dedicate sufficient time and efforts to our Company and have interests aligned with our shareholders. The Committee requires nominees to be able to devote the necessary time and attention to the duties of a director, prepare for and attend meetings, and tend to other director responsibilities. We have a number of policies relating to Board service in our Corporate Governance Principles and other governance documents, including: Outside Board Policies. Directors who are CEOs of public companies should not serve on more than one additional public company board besides the company of which they are CEO, and no director should serve on more than three public company boards in addition to the TJX Board (four total). Members of the Audit Committee should not serve on the audit committee of more than two other public companies. Other Board Policies. When a director’s principal occupation or business association changes during their tenure as a director, the director is required to tender their resignation from the Board, and the Corporate Governance Committee will recommend to the Board any action to be taken on the resignation. Board and Committee Meeting Attendance. Directors are expected to attend at least 75% of the meetings of the Board and any Committees of which they are a member. In addition, the Board has a general practice of encouraging directors to attend all Committee meetings, regardless of committee membership. Annual Meeting Attendance. It is our policy that all directors standing for reelection are expected to attend the annual meeting of shareholders. All of our directors standing for reelection at the 2022 Annual Meeting were in attendance. Stock Ownership. Directors are subject to stock ownership guidelines as detailed in our Corporate Governance Principles. |

  26. MAJORITY VOTING FOR ELECTION OF DIRECTORS

    | 2023 Proxy Statement | 19 |

  27. COMMITTEES OF THE BOARD

    The Compensation Committee’s responsibilities include, among other things: •reviewing and approving the structure and philosophy of compensation of the Chief Executive Officer, other executive officers, and senior Associates; •approving the compensation and benefits, including equity awards, bonuses, and other awards and incentives, of our executive officers and other Associates in those categories as are from time to time identified by the Compensation Committee; •determining the compensation and benefits of the Chief Executive Officer, including equity awards, bonuses, and other awards and incentives, based on the evaluation by the Corporate Governance Committee of the Chief Executive Officer’s performance and such other factors as the Compensation Committee deems relevant; •determining the performance goals and performance criteria under our incentive plans; •approving the terms of employment of our executive officers, including employment and other agreements with such officers; •overseeing the administration of our incentive plans and other compensatory plans and funding arrangements; •assisting the Board in its oversight of human capital matters with respect to the compensation and benefits of our Associates; •reviewing broad-based talent and rewards strategies and practices for our Associates relating to such matters and categories of Associates as are from time to time identified by the Compensation Committee; •reviewing and discussing with management the risks associated with our overall compensation policies and practices, including an annual risk assessment of compensation policies and practices for our Associates; and •reviewing and undertaking other matters that the Board or the Compensation Committee deems appropriate. Pursuant to its charter, the Compensation Committee may delegate its authority to a subcommittee or to such other person that the Compensation Committee determines is appropriate and is permitted by applicable law, regulations, and listing standards.

  28. INTRODUCTION

    | Robust shareholder engagement in FY23 | | pp. 30-31 | | | •In response to the lower level of support for our 2022 say-on-pay advisory vote, we reached out to shareholders representing more than 50% of shares outstanding to better understand shareholder concerns and perspectives. •The Committee considered detailed feedback from each engagement discussion and has carefully responded to the key areas of shareholder feedback, as detailed in our disclosures below. The primary area of feedback was related to discretionary adjustments to performance share units (PSUs), and the Committee confirmed that future discretionary adjustments to PSU awards will not be made absent extraordinary circumstances. | | | FY23 incentive practices aligned with shareholder feedback | | pp. 32-33, 38 and 41 | | | •Our approach to incentive compensation for FY23 reaffirms longstanding key features of our program: a significant emphasis on objective, financial performance results, a continued focus on long-term equity incentives, and a mix of financial performance metrics that seeks to balance growth, profitability and returns. •The temporary pandemic-related changes from prior years have continued to phase out of our incentive plans. •We made no discretionary adjustments to incentive plan payouts in FY23, consistent with our longstanding practice prior to the pandemic. | | | Performance and pay in FY23 | | pp. 35-36 | | | •FY23 was a successful year for TJX, as we grew sales to nearly $50 billion, with strong growth in our apparel businesses, including accessories. We had pre-tax profit of $4.6 billion and adjusted pre-tax profit of $4.9 billion,* and we improved our pre-tax profit margin over FY22. We also returned over $3.6 billion to shareholders through dividends and our share repurchase programs. •We executed our business in the challenging retail environment of FY23, resulting in below-target payouts for our annual incentives, while our continued long-term financial strength resulted in above-target payouts for our long-term incentives, as discussed further below. | |

  29. KEY THEMES FROM SHAREHOLDER ENGAGEMENT

    | | What We Heard | How We Responded | | Primary area of feedback | •Concerns about discretionary adjustments to PSUs for a second consecutive cycle and related complexity •Appreciation from several shareholders for the context and rationale we provided in our 2022 proxy statement and supplemental proxy filing | •The Committee believes discretionary PSU adjustments have been and should be used only sparingly and confirmed that future discretionary PSU adjustments will not be made absent extraordinary circumstances. •We also confirmed that no additional discretionary PSU adjustments were made in FY23, none are anticipated, and we would continue our careful and deliberate approach in the event of future extraordinary circumstances, as discussed below. | | Additional areas of feedback | •A range of perspectives about the key priorities (qualitative) portion of our Management Incentive Plan (MIP), our annual incentive plan: •Some concerns about the 40% weighting of key priorities within our FY22 MIP and general support for reducing the weighting of any qualitative component •General interest in objectivity and transparency of incentive plan goals and outcomes where possible | •We confirmed that the weighting of key business priorities was reduced to 20% for FY23 MIP, compared to 100% for FY21 and 40% for FY22. We also enhanced our disclosure about qualitative results for FY23 MIP. •Looking ahead, for FY24 we eliminated the qualitative portion of our MIP (which had represented less than 4% of CEO total target compensation for FY23) and returned to a program based 100% on objective financial performance goals, consistent with our pre-pandemic approach. •Although the structure of FY24 MIP does not include a qualitative component, the Committee will continue to engage in a regular holistic review of Company performance, which takes into account non-financial factors and a wide range of important initiatives at the Company, and to monitor evolving market practices. | | | •Interest in whether we are returning to our more typical approaches to executive compensation after pandemic-related changes | •We confirmed that the pandemic-related changes from prior years were temporary and have continued to phase out of our program. Refer to pp. 33, 38, and 41 for more information. | | | •General support for the structure and overall design of our program | •The Committee did not significantly revise the design of our executive compensation program, consistent with the focused feedback we received. |

  30. KEY THEMES FROM SHAREHOLDER ENGAGEMENT

    We have not had a practice of making discretionary adjustments to equity awards outside of the context of the pandemic. In considering what process would be followed in the event of future extraordinary circumstances, the Committee confirmed that we would follow a careful and deliberate approach that takes into account shareholder perspectives, that we would consider seeking feedback from shareholders, when feasible and appropriate, prior to making future discretionary PSU adjustments, and that we would provide robust disclosure of our rationale, as we did when we made discretionary adjustments to our PSUs in connection with the pandemic. These prior adjustments were made only after we engaged with several of our largest shareholders to better understand their perspectives on pandemic-related compensation actions. We also took the opportunity in our fall 2022 outreach to cover additional updates on our executive compensation program, including the key features of our current incentive compensation structure, the continued phase-out of temporary pandemic-related changes, and the context and rationale for CEO target compensation changes that had been approved by the Committee for FY23. Several shareholders expressed appreciation and support for these updates.

  31. FY23 TOTAL TARGET COMPENSATION PAY MIX

    Total target compensation includes annual base salary, target annual and long-term cash incentives (MIP and LRPIP), and the grant date fair value of PSUs and RSUs. The elements of our program are discussed further on the following pages.

  32. FY23 PERFORMANCE MEASURES

    FY23 PERFORMANCE MEASURES Our incentive plan goals are intended to align with our long-term business strategy, and our FY23 program includes a mix of objective financial performance measures that seek to balance growth, profitability, and returns.

  33. FY23 PERFORMANCE MEASURES

    | | Why It’s Included | How It’s Used | | Pre-Tax Income | •Reflects profitability across all divisions, including top-line performance and effective expense management •Highly relevant to our business, well understood, and part of One TJX broad-based incentive program | •Primary metric in our annual MIP program •Multi-year cumulative metric in our LRPIP program | | Key Business Priorities | •Strategic approach, initially added during the pandemic, to drive our focus on a range of important global business priorities | •Secondary measure in our FY23 MIP program (weighted 20%), subject to a maximum payout limit2 •Eliminated from MIP for FY24, as discussed above, consistent with our pre-pandemic approach | | EPS Growth | •Maintains focus on profitable growth and reinforces attention to corporate results •Important measure internally and externally | •Primary metric in our PSU program •Excludes the impact of certain unplanned items, such as unbudgeted buybacks and unanticipated changes in corporate tax rates | | ROIC | •Reinforces attention to capital investments and generating appropriate returns | •Secondary measure in our PSU program •Used as downward-only modifier |

  34. FY23 PERFORMANCE MEASURES

    1Other NEO target compensation pay mix reflects total target compensation for Mr. Sherr prior to adjustments in connection with his transition to a reduced time schedule during FY23, as discussed below under Employment Agreements. 2For FY23 MIP, the potential payout percentage based on key priorities was capped at the greater of 100% or the percentage payout level of pre-tax income achieved in order to maintain an overall emphasis on profitability.

  35. FY23 PERFORMANCE MEASURES

    | 32 | The TJX Companies, Inc. |

  36. CEO TOTAL TARGET COMPENSATION

    CEO TOTAL TARGET COMPENSATION In January 2022, the Compensation Committee approved FY23 total target compensation for our CEO in connection with the renewal of his employment agreement, following a review for overall competitiveness and based on several factors, including: •no CEO target pay increases over a four-year period between FY18 and FY21, and •CEO tenure at the 75th percentile compared to peers,* in a market environment with significant turnover of retail CEOs. The chart below shows total target compensation of our CEO since FY21. The FY23 target compensation changes included base salary and cash incentive targets (200% of base salary for FY23 MIP and 100% of base salary for FY23-25 LRPIP) as previously disclosed, and FY23 target equity awards with increased weighting on PSUs and decreased weighting on RSUs. Total target compensation for our CEO was approximately $17.7m for FY23, compared to approximately $16.0m for FY22 and approximately $15.2m for each of FY18, FY19, FY20, and FY21, and the annualized increase from FY18 to FY23 was approximately 3%. In addition, total target compensation for our CEO and the mix of its elements has not changed for FY24.

  37. CEO Total Target Compensation

    CEO Total Target Compensation Approximately 65% of our CEO’s total target long-term incentive opportunities for FY23-25 and FY24-26 is performance-based (PSUs and LRPIP), compared to 30% for FY21-23 and 57% for FY22-24. Refer to Long-Term Incentives below for more information about our long-term incentive mix.

  38. CEO Total Target Compensation

    | Temporary impact on Summary Compensation Table for FY23 The absence of PSUs and increased level of target LRPIP award opportunities during FY21 reflected temporary, pandemic-related approaches that were discontinued starting with FY22. Under SEC rules for reporting cash-based incentives, the actual payout for FY21-23 LRPIP is reported in the Summary Compensation Table for FY23 (compared to long-term equity awards, which are reported in the year of grant). This temporary impact on our FY23 Summary Compensation Table is related to the temporarily increased levels of target LRPIP opportunities during FY21. It is not related to discretionary adjustments, and no discretionary adjustments have been made to the FY21-23 long-term cycle or other open performance cycles. Refer to pp. 38 and 41 below for more information about the continued phase-out of pandemic-related changes. |

  39. CEO Total Target Compensation

    For our Executive Chairman, total target compensation has not increased since FY18 and no adjustments have been made for FY23 or FY24. For our other NEOs, target compensation changes for FY23 are discussed below. * For more information about our FY23 peer group refer to The Role of Our Peer Group below.

  40. HIGHLIGHTS: OUR COMPENSATION GOVERNANCE PRACTICES

    | What We Do | What We Don't Do | | Pay for performance, with incentive payouts based on the achievement of performance results (financial and strategic) Stock ownership guidelines for our executive officers and non-employee directors Clawback policy and post-employment noncompetition and other covenants applicable to our executive officers Robust and deliberate decision-making process Independent compensation consultant Compensation program design and disclosure practices informed by shareholder feedback | No change of control excise tax gross-ups No single-trigger severance benefits upon a change of control No automatic full acceleration of equity awards upon a change of control No hedging or pledging of Company stock by our executive officers No payout of dividends on unearned stock awards |

  41. FOCUS ON OUR BROADER ORGANIZATION

    FOCUS ON OUR BROADER ORGANIZATION The Compensation Committee considers executive compensation matters in the context of human capital management within our broader global organization. The Committee supported a One TJX approach for FY23 annual incentives, with all eligible Associates, including store management, measured against global TJX performance goals (rather than divisional or store-based performance goals), reflecting our longstanding team-oriented culture. During FY23 the Board and the Committee also continued to review our broad-based talent and rewards strategies, including benefits enhancements, global well-being initiatives, and broad-based target award increases and an expansion of eligibility under our annual incentive program, all of which recognize the significant contributions of our workforce. After the close of FY23, to further recognize the performance of our broader organization, the Committee approved broad-based annual incentive plan payouts at a higher level than the payout percentage for our NEOs.

  42. Growth Rate

    Growth Rate * See Appendix A of this proxy statement for reconciliations for adjusted diluted EPS. For more information about our FY23 peer group refer to The Role of Our Peer Group below.

  43. FY23 INCENTIVE PLAN PERFORMANCE

    FY23 INCENTIVE PLAN PERFORMANCE Our business performance in FY23 led to the following results under our performance-based incentive plans, as summarized below and discussed further on the following pages: •92.0% annual incentive payout based on performance results under MIP for FY23 •130.0% long-term incentive payout based on performance results under LRPIP for the FY21-23 cycle As noted above, no discretionary adjustments were made to the pre-established financial performance goals for these cycles.

  44. FY23 EXECUTIVE COMPENSATION PROGRAM

    | | Salary | •Provide a base level of compensation to reflect individual roles and responsibilities, experience, performance, and value in the marketplace | | | Management Incentive Plan (MIP) | •Incentivize performance based on our annual financial goals and key business priorities •Encourage engagement, teamwork, and collaboration as One TJX | | | Equity: Performance Share Units (PSUs) and Restricted Stock Units (RSUs) | •Align executive interests with shareholders •Incentivize performance to reach or exceed our longer-term financial goals •Support longer-term retention objectives | | | Cash: Long Range Performance Incentive Plan (LRPIP) | •Incentivize performance to reach or exceed our longer-term financial goals •Foster teamwork and collaboration across divisions •Support longer-term retention objectives |

  45. INCENTIVE PLAN GOAL SETTING

    INCENTIVE PLAN GOAL SETTING As described above under Focus on Goal Setting, each year the Compensation Committee sets objective business performance targets and the amounts payable at different levels of performance under each of our incentive plans. At the time the goals are established, the Committee considers a variety of qualitative and quantitative factors, including:

  46. INCENTIVE PLAN GOAL SETTING

    | •estimated long-term trends in sales, comparable store sales, profitability, and earnings; •maturity of our various businesses; •strategic investments to support our growth; •external factors (such as market competition, currency volatility, and wage and other cost pressures); | •balance of business risks, performance, and rewards; •historical performance against targets and relative to peers and the market; and •degree of difficulty in achieving various levels of performance. |

  47. INCENTIVE PLAN GOAL SETTING

    | 36 | The TJX Companies, Inc. |

  48. INCENTIVE PLAN GOAL SETTING

    The goals for our incentive programs reflect the Company’s strategic planning for the next fiscal year or long-term period, as applicable, and are built from our business plans, including long-term growth goals, for our divisions. At the time the goals are established, the Committee believes that the targets for each of these incentive plans are challenging but reasonably achievable and that the payout formulas reflect an appropriate degree of pay-for-performance sensitivity, taking into account the factors described above. As a result of continued uncertainty in the business environment caused by the pandemic, the payout formulas under our annual and long-term incentives for periods starting in FY23 included wider, flatter ranges of potential outcomes between payout levels, including a higher level of achievement required for a maximum payout, when compared to performance periods that began in FY20 (prior to the onset of the pandemic). As part of the goal-setting process, at the time the goals are established, the Committee also establishes definitions of the applicable financial metrics and contingent automatic adjustments to better align our incentive plans with how we evaluate our business operations and trends and, in some cases, to allow certain strategic decisions to be made in the long-term interests of TJX without influencing or being influenced by incentive plan results. These pre-established definitions and adjustments have included items such as planned exchange rates for foreign currency translation; in the case of EPS growth goals, planned share counts, which reflect the impact of anticipated buybacks, and planned corporate tax rates; pre-established exclusions to remove the positive or negative impact of certain temporary items related to the pandemic; and automatic adjustments for certain contingent events including, for example, unplanned changes in accounting standards, acquisitions, or dispositions. The pre-established exclusions for temporary pandemic-related items have been discontinued for performance periods starting in FY24. The effect of these items on our incentive plan results is discussed in our proxy statement after the end of the applicable performance period. No discretionary adjustments were made to the pre-established financial performance goals for periods ending in FY23. We use the terms Incentive Pre-Tax Income, Incentive EPS, and Incentive ROIC to refer to the applicable measures used for purposes of our incentive compensation programs that reflect the definitions and pre-established adjustments discussed above, as computed for each year or cycle. For performance periods ending in FY23, additional information about our incentive plan measures is included in Appendix A to this proxy statement.

  49. ANNUAL CASH INCENTIVES: MANAGEMENT INCENTIVE PLAN (MIP)

    ANNUAL CASH INCENTIVES: MANAGEMENT INCENTIVE PLAN (MIP) The objective of annual cash incentive awards under our MIP is to motivate the performance of our NEOs and other key Associates based on annual performance goals established by the Committee while also encouraging engagement and collaboration. In FY23 we continued to return to a program with a significant emphasis on financial performance results, as shown below.

  50. ANNUAL CASH INCENTIVES: MANAGEMENT INCENTIVE PLAN (MIP)

    | Annual incentive structure: continued phase-out of pandemic-related changes from prior years | | | | | FY21 MIP | FY22 MIP | FY23 MIP | Looking ahead: FY24 MIP | | | | | | | Temporary framework based on key business priorities (100%) during FY21, the first year of the pandemic | Re-introduced pre-tax income metric (60%) and retained key business priorities as a secondary measure (40%), reflecting significant continued business uncertainty at the start of FY22 | Increased emphasis on pre-tax income metric as primary measure (80%) with a reduced emphasis on key business priorities (20%) | Returned to a structure 100% based on objective financial metrics for FY24, consistent with our pre-pandemic practices Holistic review of quantitative and qualitative performance factors remains a part of our overall compensation governance practices |

  51. KEY FEATURES OF FY23 MIP

    KEY FEATURES OF FY23 MIP •Broad-based program that extends throughout our global organization, emphasizing team-based execution of our business strategies, with performance results reviewed and approved by the Compensation Committee •Continued our One TJX approach, with all divisions and participants, including store management, measured collectively against company-wide performance goals, rather than our historical divisional or store-based performance goals •200% maximum payout limit applied to all awards

  52. PERFORMANCE GOALS AND RESULTS FOR FY23 MIP

    PERFORMANCE GOALS AND RESULTS FOR FY23 MIP For FY23 MIP, the Committee determined that the following would be appropriate and effective performance goals: •MIP Incentive Pre-tax Income was the primary metric under our FY23 incentive plan (weighted at 80%) and was considered to be an effective measure to motivate, focus, and reward operational performance across the Company. At the start of FY23, the Committee established the MIP Incentive Pre-Tax Income goals shown below, including the performance target, threshold (the level of performance at or below which no payout would be earned), and maximum (the level at or above which the award payout would be the maximum under the award terms). As a result of the process described above under Incentive Plan Goal Setting, the MIP Incentive Pre-Tax Income performance target established by the Committee for FY23 was above the target and actual results under MIP for FY22. •Global MIP key priorities were the secondary measure under our FY23 incentive plan (weighted at 20%) and focused on driving profitable sales, increasing market share, developing talent, and championing culture/workplace. The use of these strategic goals for a limited portion of FY23 MIP was intended to allow the Committee to incorporate a more holistic evaluation of performance for the year, based on Company performance with respect to these key priorities as well as other factors it deemed relevant, such as our core compensation objectives, other financial performance results, and the perspectives of our various stakeholders. The Committee established an additional limit that capped the payout percentage based on key priorities at the percentage payout level of MIP Incentive Pre-tax Income achieved for any payouts above target. This was intended to maintain an overall emphasis on profitability and ensure that above-target payouts would be supported by objective financial performance results.

  53. PERFORMANCE GOALS AND RESULTS FOR FY23 MIP

    | 38 | The TJX Companies, Inc. |

  54. PERFORMANCE GOALS AND RESULTS FOR FY23 MIP

    After the end of FY23, the Committee evaluated Company performance against the MIP performance goals, as summarized below:

  55. FY23 MIP Performance Goals and Results

    FY23 MIP Performance Goals and Results

  56. FY23 MIP Performance Goals and Results

    | FY23 MIP Incentive Pre-Tax Income(1) | | | | | | | | | | | Threshold | | Target | | Maximum | | Actual | | | Performance goal | | $3,763,545 | | $5,645,317 | | $7,527,090 | | $5,495,116 | | Percentage of target | | 67% | | 100% | | 133% | | 97% | | Payout (as a % of target) | | 0% | | 100% | | 200% | | 92.0% | | (1) MIP Incentive Pre-tax Income is shown in thousands. MIP Incentive Pre-Tax Income goals and results for FY23 reflected the definitions and automatic adjustments pre-established by the Compensation Committee in March 2022. Refer to Appendix A for information about how MIP Incentive Pre-tax Income was determined based on total segment profit reported in our Annual Report on Form 10-K for FY23. No discretionary adjustments were made to the pre-established financial performance goals for the FY23 MIP. The pre-established exclusion to remove the positive or negative impact of certain temporary items related to the pandemic, discussed above under Incentive Plan Goal Setting, was taken into account by the Committee in establishing the financial performance target for FY23 MIP, and incentive payouts under our MIP would have been higher without such adjustment as actual net costs for the temporary items were less than originally planned for FY23. | | | | | | | | |

  57. FY23 MIP Performance Goals and Results

    | FY23 MIP Key Priorities For FY23, the Committee reviewed the pre-established areas of focus within each of the categories described below, considered a broad range of quantitative and qualitative detail about Company performance and progress, and assessed management performance, accomplishments, and collaboration across divisions and a variety of functions. Select highlights include: Driving profitable sales •Net sales of nearly $50 billion, with a 3% comparable store sales increase for FY23 at Marmaxx, our largest segment, over a 13% open-only comparable store sales increase in FY22 (over FY20), and U.S. comparable store sales flat for FY23 after a 17% U.S. open-only comparable store sales increase in FY22 (over FY20)*; achieved strong sales across the Company in our apparel businesses, including accessories •Continued to improve our profitability profile, with a pre-tax profit margin of 9.3% and adjusted pre-tax profit margin of 9.7%*, despite ongoing headwinds from incremental freight and wage costs Increasing market share •Opened new stores and increased store count for a total of more than 4,800 stores at FY23 year end, with store growth across all segments including our newer businesses (Sierra and HomeSense in the U.S. and T.K. Maxx in Australia) •Continued to receive positive indicators of customer satisfaction, as shown by customer survey data through the end of 2022, with strong overall satisfaction scores for all of our global divisions and strong rankings compared to other large retailers in the U.S. Developing talent •Increased award targets and expanded eligibility under our broad-based management incentive program for eligible Associates globally, improving competitiveness of total compensation; enhanced benefit and well-being offerings across geographies •Continued to expand our recruitment strategies to enhance our ability to attract an inclusive, diverse talent pool at all levels; further developed our talent pipeline, including through strategic assignments and promotions to support long-term succession planning for senior management roles as well as early-in-career recruitment and other external hires Championing culture/workplace •Announced our four new global corporate targets in the areas of Climate and Energy, Waste Management and Packaging (as discussed on p. 2), with broad internal and external communications and operational efforts underway in all divisions; continued to make progress in the development and execution of our Global Corporate Responsibility programs •Continued inclusion and diversity (I&D) education and communication efforts to support our global I&D priorities, including the global rollout of a new leadership competency and cultural factor focused on inclusion; continued to expand our Associate Resource Groups (ARGs) with the launch of a new ARG in the U.S. * See Appendix A of this proxy statement for notes on the various comparable store sale metrics included above and for reconciliations for adjusted pre-tax profit margin. |

  58. FY23 MIP Performance Goals and Results

    | 2023 Proxy Statement | 39 |

  59. FY23 MIP Performance Goals and Results

    In reviewing performance against the key priorities for FY23, the Committee determined that, in the face of an uncertain retail environment, the Company achieved strong results across all divisions and made meaningful progress against the key priorities, and the Committee concluded that overall performance for FY23 met or exceeded expectations. After the close of FY23 and its review of the financial performance results and key priorities described above, the Committee approved a payout of 92.0% of the target MIP award opportunities for our NEOs. Even though the Committee concluded that our overall performance for FY23 had met or exceeded expectations, the Committee did not increase the payout based on the key priorities evaluation. The final total payout was based on the level of MIP Incentive Pre-Tax Income achieved for FY23, consistent with our general emphasis on objective financial performance results.

  60. AWARD OPPORTUNITIES AND PAYOUTS FOR FY23 MIP

    AWARD OPPORTUNITIES AND PAYOUTS FOR FY23 MIP Each MIP award has a target award opportunity, expressed as a percentage of the individual’s base salary earned during the fiscal year. The Committee approved these individual award opportunities at the beginning of FY23 based on a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, individual performance and responsibilities, and contractual obligations. For each NEO other than Mr. Canestrari, the FY23 target MIP opportunity as a percentage of base salary did not increase over FY22. The FY23 MIP award earned by each NEO was determined by applying the MIP payout percentage of 92.0% to the individual’s target award opportunity, as shown below.

  61. FY23 MIP Opportunities and Payouts

    FY23 MIP Opportunities and Payouts

  62. FY23 MIP Opportunities and Payouts

    | | Target (as a % of Base Salary) | Target(1) (as a $ amount) | | Actual Amount Earned | | | Ernie Herrman | 200% | | $3,400,004 | | $3,128,004 | | Scott Goldenberg | 90% | | $942,371 | | $866,981 | | Carol Meyrowitz | 150% | | $1,560,000 | | $1,435,200 | | Richard Sherr(2) | 90% | | $948,463 | | $872,586 | | Kenneth Canestrari | 85% | | $800,962 | | $736,885 |

  63. FY23 MIP Opportunities and Payouts

    (1) Target amount based on actual salary earned during FY23. (2) Reflects an adjustment in connection with Mr. Sherr’s transition to a reduced time schedule during FY23, as discussed below under Employment Agreements.

  64. FY23 MIP Opportunities and Payouts

    | 40 | The TJX Companies, Inc. |

  65. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES We use a mix of long-term vehicles to align the interests of our executives with the interests of our shareholders, drive execution of our longer-term business goals, and foster teamwork and collaboration across divisions. We also seek to support the continuity and stability of our management team, which is a longstanding, key component of our leadership strategy. In FY23, we continued to return to a program with a significant emphasis on long-term equity incentives and financial performance results, as shown below.

  66. LONG-TERM INCENTIVES

    | Long-term incentives (LTI): continued phase-out of pandemic-related changes from prior years | | | | FY21 proxy statement | FY22 proxy statement | Today | | LTI mix for CEO | LTI mix for CEO | LTI mix for CEO | | | | | | LTI granted for FY21-23 was based on a temporary approach •No PSUs granted; all equity granted as RSUs •LRPIP opportunities with financial goals for the final two years (FY22-23) of the three-year cycle •No change to total target LTI; temporarily increased target level of LRPIP opportunities, in the absence of PSUs for the cycle LTI payouts for FY19-21 reflected discretionary adjustments as discussed in our 2021 proxy statement | LTI granted for FY22-24 returned to a mix of PSUs, RSUs, and LRPIP •Returned to 3-year performance goals for PSUs and LRPIP •No change to total target LTI; target LRPIP reduced to FY20-22 levels LTI payouts for FY20-22 reflected discretionary adjustments as discussed in our 2022 proxy statement FY22 Summary Compensation Table included accounting values attributable to discretionary adjustments for two PSU cycles (FY19-21 and FY20-22) | LTI granted for FY23-25 and FY24-26 continued a mix of PSUs, RSUs, and LRPIP, with increased weighting of PSUs compared to FY22-24 •Continued use of 3-year performance goals for PSUs and LRPIP •Refer to pp. 32-33 for more information about pay mix and CEO target compensation LTI payouts for FY21-23 did not include discretionary adjustments, and no discretionary adjustments are anticipated for other open LTI cycles |

  67. LONG-TERM INCENTIVES

    * Performance-based portion of CEO LTI mix includes LRPIP for FY21-23 and a combination of LRPIP and PSUs for FY22-24 and FY23-25.

  68. LONG-TERM EQUITY INCENTIVES

    LONG-TERM EQUITY INCENTIVES

  69. KEY FEATURES OF FY23 EQUITY GRANTS

    KEY FEATURES OF FY23 EQUITY GRANTS •All equity awards are subject to individual award limits under our Stock Incentive Plan (SIP) •No one-time equity grants were made to our NEOs during FY23 •No modifications were made to previously-granted equity awards during FY23 •All equity grants are “double-trigger” (no automatic full acceleration upon a change of control) •All FY23 PSU grants have three-year performance goals •All FY23 RSU grants are not scheduled to vest in full until FY26 Equity awards under our SIP are generally granted at our regularly scheduled Compensation Committee meetings, held at approximately the same times each year.

  70. KEY FEATURES OF FY23 EQUITY GRANTS

    | 2023 Proxy Statement | 41 |

  71. FY23 PERFORMANCE SHARE UNITS (PSUs) AND RESTRICTED STOCK UNITS (RSUs)

    FY23 PERFORMANCE SHARE UNITS (PSUs) AND RESTRICTED STOCK UNITS (RSUs) FY23 PSUs: PSUs granted to our NEOs in FY23 will be earned based on the achievement of FY23-25 Incentive EPS growth goals measured at the end of the three-year performance cycle. The PSUs will also be subject to a downward Incentive ROIC modifier if the Company does not achieve its ROIC goals for the three-year period. These goals were established using the process described above under Incentive Plan Goal-Setting.

  72. FY23 PERFORMANCE SHARE UNITS (PSUs) AND RESTRICTED STOCK UNITS (RSUs)

    | Step 1 | | Step 2 | | Level of Incentive EPS Performance(1) | Payout as a Percentage of Target(2) | Incentive ROIC Performance Modifier | | Below Threshold <85% of target | 0% | Below Target Range: Reduce by 20% | | Threshold 85% of target | 25% | | | Target 100% | 100% | At or Above Target Range: No Modification | | Maximum 117% | 200% | |

  73. FY23 PERFORMANCE SHARE UNITS (PSUs) AND RESTRICTED STOCK UNITS (RSUs)

    (1)Performance level expressed as a percent of target based on Incentive EPS at the end of the FY23-25 performance period, which corresponds to the target Incentive EPS CAGR goal for the period. (2)Before Incentive ROIC modifier. Payout levels based on Incentive EPS performance will reflect the payout formula established for performance between threshold and target or between target and maximum, as applicable. The Incentive EPS growth target goal for FY23-25 is aligned with our long range business plan and reflects meaningful achievement of an EPS compound annual growth rate (CAGR) goal over the three-year period. The threshold level reflects the minimum level of growth during the three-year period for any payout, and the maximum level is intended to be a significant stretch goal for the period. The Incentive ROIC modifier is intended to ensure that a full payout based on EPS results would be made only if we also generate meaningful capital returns over the three-year period. Consistent with our past disclosure practice, we plan to provide additional detail about the FY23-25 performance goals once the cycle is complete. FY23 RSUs: RSUs granted to our NEOs during FY23 are scheduled to vest in full during FY26 (April 2025). For NEOs who have satisfied age and service requirements for a special service retirement under the SIP, RSUs are eligible for partial vesting based on the completed portion of the service period, as discussed under Potential Payments upon Termination or Change of Control. RSUs are intended to maintain an appropriate degree of stability and retention within our executive compensation program and support our management continuity and succession planning, as discussed above.

  74. FY23 PSUs and RSUs

    FY23 PSUs and RSUs

  75. FY23 PSUs and RSUs

    | | Number of PSUs at Target | Number of RSUs | Total Grant Date Fair Value* | | | Ernie Herrman | 105,484 | 70,323 | | $10,900,034 | | Scott Goldenberg | 37,742 | 25,162 | | $3,900,048 | | Carol Meyrowitz | 48,388 | 32,259 | | $5,000,114 | | Richard Sherr | 35,071 | 23,381 | | $3,624,024 | | Kenneth Canestrari | 28,065 | 18,710 | | $2,900,050 |

  76. FY23 PSUs and RSUs

    * Reflects the aggregate grant date fair value of March 2022 PSU and RSU awards as determined for financial reporting purposes. Stock awards are valued based on the closing price of our common stock on the NYSE on the grant date ($62.00). The underlying valuation assumptions for equity awards are further discussed in Note H to our audited financial statements filed with our Annual Report on Form 10-K for FY23.

  77. FY23 PSUs and RSUs

    | 42 | The TJX Companies, Inc. |

  78. PREVIOUSLY GRANTED PERFORMANCE SHARE UNITS (PSUs)

    PREVIOUSLY GRANTED PERFORMANCE SHARE UNITS (PSUs) As discussed in our prior proxy statements, no PSUs were granted for the FY21-23 cycle due to the uncertainty caused by the pandemic and the significant disruption to our business at the time when financial performance goals would typically be set in March 2020. The Committee returned to its practice of granting three-year PSU awards in FY22, and each of our NEOs currently holds PSUs that are eligible to vest based on the achievement of performance criteria for FY22-24, FY23-25, and FY24-26. Consistent with our past disclosure practice, we plan to provide additional detail about these performance goals once each PSU cycle is complete.

  79. LONG-TERM CASH INCENTIVES

    LONG-TERM CASH INCENTIVES Long Range Performance Incentive Plan (LRPIP) awards are designed to motivate our NEOs and other key Associates to achieve or exceed long-term financial goals, to foster teamwork and collaboration across the Company, and to promote retention. Our LRPIP awards have overlapping three-year cycles, with a new cycle starting each fiscal year, and constitute a limited portion of the overall long-term incentive mix for our NEOs.

  80. FY23-25 LRPIP Target Opportunities

    * Prior to adjustment in connection with Mr. Sherr’s transition to a reduced time schedule during FY23 and scheduled retirement during FY24, as discussed below under Employment Agreements. During FY23, the Committee established a new three-year LRPIP Incentive Pre-tax Income target for FY23-25 (based on aggregate targets for all divisions), payout formulas, and a maximum LRPIP payout percentage of 200% for the cycle. The minimum (threshold) level for any payout is 33% of the performance target and the maximum payout level is achieved if performance is at or above 167% of the performance target. Refer to Incentive Plan Goal-Setting above for more information. Consistent with our past disclosure practice, we plan to provide additional detail about the performance goals for cycles ending after FY23, once the applicable performance cycle is complete.

  81. FY21-23 LRPIP – Completed Cycle

    FY21-23 LRPIP – Completed Cycle LRPIP goals and awards for the FY21-23 cycle were established by the Committee in March 2021. The goal-setting process for this cycle reflected temporary approaches following the onset of the pandemic, as discussed in our 2021 and 2022 proxy statements. In establishing performance goals for the final two years (FY22-23) of the three-year cycle, the Committee considered our pre-pandemic financial goals and results, the significant negative impact of the pandemic on our global retail operations during FY21, and the ongoing impact and continued uncertainty of the pandemic on our business operations during FY22, including hundreds of temporary store closures at the time the goals were established in March 2021. As described above, the Committee has subsequently reintroduced PSU awards to the long-term incentive program and returned to three-year financial performance goals for both PSUs and LRPIP. The Committee determined that the cumulative adjusted pre-tax income measure detailed in the table below (referred to as LRPIP Pre-tax Income), was an appropriate and effective metric to motivate, focus, and reward operational performance across the Company over a longer time horizon, and that using a goal based on aggregate targets for all divisions would promote our team-based approach to achieving our long-term goals. After the end of FY23, LRPIP results for this cycle were approved by the Committee as follows:

  82. FY21-23 LRPIP Performance Goals and Results

    FY21-23 LRPIP Performance Goals and Results

  83. FY21-23 LRPIP Performance Goals and Results

    | FY22-23 LRPIP Incentive Pre-Tax Income(1) | | | | | | | Threshold | Target | Maximum | Actual | | Performance goal (FY22-23) | $3,083,737 | $9,251,211 | $15,418,685 | $11,103,128 | | Percentage of target | 33% | 100% | 167% | 120% | | Payout (as a % of target) | 0% | 100% | 200% | 130.0% | | (1) LRPIP Incentive Pre-tax Income is shown in thousands. LRPIP Incentive Pre-Tax Income goals and results for FY21-23 reflected the definitions and automatic adjustments for the FY22-23 performance period pre-established by the Compensation Committee in March 2021. Refer to Appendix A for information about how LRPIP Incentive Pre-tax Income was determined based on total segment profit reported in our Annual Report on Form 10-K for the applicable year. As discussed above, we followed a temporary approach for the FY21-23 cycle, using performance goals for the final two years (FY22-23) of the three-year cycle, and we have returned to three-year performance goals starting with the FY22-24 LRPIP cycle. Accordingly, the performance goals shown above are not directly comparable to our typical three-year LRPIP performance goals. No discretionary adjustments were made to the pre-established financial performance goals for FY21-23 LRPIP. The pre-established exclusion to remove the positive or negative impact of certain temporary items related to the pandemic, discussed above under Incentive Plan Goal Setting, was taken into account by the Committee in establishing the LRPIP performance target for the FY22-23 period, and incentive payouts under our LRPIP would have been higher without such adjustment as actual net costs for the temporary items were less than originally planned for FY22-23. | | | | |

  84. FY21-23 LRPIP Performance Goals and Results

    Award opportunities and payouts for FY21-23 LRPIP: During FY21 (in June 2020), the Committee approved individual LRPIP award opportunities based on a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, contractual obligations, and individual responsibilities at the time of the grant. The increased target award levels for the FY21-23 LRPIP cycle reflected a temporary approach in the absence of PSU awards for the cycle, as previously disclosed, and was discontinued for subsequent LRPIP cycles. The actual LRPIP award earned for each individual after the end of FY23 is the target opportunity for the cycle multiplied by the total payout percentage of 130.0%, as shown below.

  85. FY21-23 LRPIP Opportunities and Payouts

    FY21-23 LRPIP Opportunities and Payouts

  86. FY21-23 LRPIP Opportunities and Payouts

    | | FY21-23 Target Opportunities | | FY21-23 LRPIP Actual Award Earned | | | Ernie Herrman | | $3,369,840 | | $4,380,792 | | Scott Goldenberg | | $1,224,000 | | $1,591,200 | | Carol Meyrowitz | | $1,812,000 | | $2,355,600 | | Richard Sherr* | | $1,210,720 | | $1,573,936 | | Kenneth Canestrari | | $946,800 | | $1,230,840 |

  87. FY21-23 LRPIP Opportunities and Payouts

    * Reflects an adjustment in connection with Mr. Sherr’s transition to a reduced time schedule during FY23, as discussed below under Employment Agreements.

  88. FY21-23 LRPIP Opportunities and Payouts

    | 44 | The TJX Companies, Inc. |

  89. THE ROLE OF THE COMPENSATION COMMITTEE

    | •individual executive performance and responsibilities •market data and peer practices •retention, leadership stability and continuity, succession planning, and organizational changes | •our broad-based talent and rewards practices and strategies •our key business priorities and Company and divisional performance •our business culture and core values | •shareholder feedback, including our say-on-pay vote •employment terms and contractual negotiations •risk mitigation strategies, and the balance of risks and rewards |

  90. THE ROLE OF THE COMPENSATION COMMITTEE

    | Assess | Set | Review and Approve | | •Market data, competitive analysis •Quantitative and qualitative performance factors and individual performance reviews •Shareholder feedback | •Peer group for upcoming year •Incentive plan goals •Salaries, award opportunities, and equity grants | •Performance results under incentive plans, after the end of the applicable performance period |

  91. THE ROLE OF OUR PEER GROUP

    THE ROLE OF OUR PEER GROUP The Committee uses peer group data to inform its compensation decision-making for our NEOs. Peer group data allows the Committee to evaluate the competitiveness of NEO compensation and our program design, as well as marketplace practices and the relationship of pay and performance on a relative basis. The Committee believes that peer group data provides important context for its compensation decisions. At the same time, the Committee recognizes that our off-price retail business model, in combination with our size and global focus, is distinct from other companies, and that the retail environment in recent years has presented challenges when evaluating companies for comparability to TJX. The Committee does not rely on strict benchmarking or target any element of NEO compensation by reference to any specified level of compensation within the peer group. The Committee monitors TJX performance relative to the peer group, using a range of financial performance metrics (including TSR) over multiple time periods, but has not adopted a formulaic approach for evaluating relative performance and determining its impact on our compensation program. The Committee has also supplemented peer group data from time to time with additional case studies and market data to provide further context for its compensation decisions.

  92. THE ROLE OF OUR PEER GROUP

    | 2023 Proxy Statement | 45 |

  93. PEER GROUP EVALUATION CRITERIA

    PEER GROUP EVALUATION CRITERIA The Committee annually assesses the composition of the peer group. In consultation with Pearl Meyer, the Committee considers criteria beyond standard industry classifications in constructing and evaluating the peer group, including: •business focus and industry similarity, targeting retail companies with comparable customer or merchandise strategies, and also considering consumer product companies that meet size and complexity criteria; •revenues, market capitalization, and number of employees; •business complexity, reflected by factors such as significant global operations, brand and/or product line diversity, multiple segments, and e-commerce strategy; and •financial performance metrics, including operating and market performance. The Committee seeks to establish an appropriate peer group for TJX that takes into account the factors described above. In recent years, the Committee’s peer group evaluation has taken into account TJX’s growth and expanding global operations, coupled with the continuing challenges facing other companies in the retail industry.

  94. FY23 PEER GROUP

    FY23 PEER GROUP During FY22, the Committee considered the continued appropriateness of the peer group for purposes of providing context for making compensation decisions for FY23. After consultation with Pearl Meyer, the Committee determined that the following group of 17 large, publicly traded consumer-oriented companies would continue to be appropriate to use for FY23 compensation decisions:

  95. FY23 PEER GROUP

    | Best Buy | Kimberly-Clark | Macy’s | Nordstrom | Ross Stores | The Home Depot | | Coca-Cola | Kohl’s | McDonalds | PepsiCo | Starbucks | VF Corporation | | Estée Lauder | Lowe’s | Nike | Procter & Gamble | Target | |

  96. FY23 PEER GROUP

    At the end of FY23, TJX’s revenue, market capitalization, and number of employees was positioned at approximately the 71st, 53rd, and 82nd percentile, respectively, within the FY23 peer group.

  97. THE ROLE OF COMPENSATION CONSULTANTS

    THE ROLE OF COMPENSATION CONSULTANTS The Compensation Committee engaged Pearl Meyer to serve as the independent compensation consultant to the Committee for FY23. Pearl Meyer attended all of the Committee’s meetings during the fiscal year and consulted with the Committee on an ongoing basis throughout the year. Pearl Meyer provided industry, peer, and market data and advised the Committee on a variety of matters in connection with FY23 compensation, including: •the design and competitive positioning of key compensation elements (base salary, annual bonus, and long-term cash and equity incentives) of our compensation program for our NEOs and other senior management; •annual and long-term incentives and payout determinations; •pay versus performance considerations, including short-term and long-term relationships between NEO pay and financial performance relative to our peers; •the evaluation of a compensation peer group; •terms of employment agreements, equity and cash incentives, severance plans, perquisites, and other executive compensation-related policies; •compensation in connection with management succession and transition planning; •incentive plan features and market practices, including the mix of metrics in short- and long-term incentives and the use of financial and non-financial performance measures and adjustments, ESG metrics, and relative TSR metrics, and the mix of vehicles for long-term incentives; •aggregate equity program usage; •our compensation risk assessment, including broad-based compensation practices; •shareholder feedback, proxy advisor policies and reports, and related outreach and engagement; and •updates on compensation-related practices, trends, and regulatory developments, as well as on other pay-related matters. The Committee used this information and advice from Pearl Meyer as a reference in assessing the overall competitiveness of our NEOs’ compensation and our executive compensation program and making its compensation decisions and determinations about the design, overall level and mix of compensation, plan metrics, goals and payout formulas, and individual compensation components, including benefits and perquisites.

  98. THE ROLE OF COMPENSATION CONSULTANTS

    | 46 | The TJX Companies, Inc. |

  99. THE ROLE OF COMPENSATION CONSULTANTS

    Pearl Meyer did not perform any services for TJX other than work for the Compensation Committee and for the Corporate Governance Committee on director compensation. Pearl Meyer reported directly to the Compensation Committee, which determined the scope and terms of Pearl Meyer’s engagement. During FY23, the Committee reviewed its existing relationship with Pearl Meyer, including potential conflicts of interest, and determined that Pearl Meyer’s work for the Committee did not raise any conflicts of interest and that Pearl Meyer continued to be an independent advisor to the Committee.

  100. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS The Committee has reviewed and approved, after consultation with Pearl Meyer, individual employment agreements for our NEOs that set certain terms of employment, including compensation, benefits, and termination and change of control provisions discussed under Severance, Retirement, and Change of Control Provisions below. We believe that these employment agreements and related plans help retain our key executives and support our succession planning objectives. The Committee takes the terms of these agreements into account when approving compensation for our NEOs. Each of our NEO employment agreements has a three-year term. Unless terminated earlier in accordance with their terms, our agreements with Mr. Herrman and Ms. Meyrowitz continue until February 1, 2025 and our agreements with Mr. Goldenberg and Mr. Canestrari continue until February 3, 2024. The agreements with our NEOs establish a minimum level of base salary and provide for participation in our SIP, MIP, and LRPIP, at levels commensurate with the executive’s position and responsibilities and subject to terms established by the Committee, and also entitle the executives to participate in our fringe benefit and deferred compensation plans, including, in the case of Mr. Herrman and Ms. Meyrowitz, an automobile allowance and reimbursement of reasonable legal and financial advisor fees and costs incurred in negotiating the agreement. Mr. Herrman’s agreement provides for a target award opportunity of at least 200% of base salary for MIP and at least 100% of base salary for LRPIP and a specified company match under our ESP. Ms. Meyrowitz’s agreement provides for eligibility for continued vesting of future stock awards and certain long-term cash awards in the event that she provides additional Board-approved services to the Company following any future retirement; and provides for target award opportunities of at least 150% of base salary for MIP and at least 100% of base salary for LRPIP and annual stock awards with a total grant date value of $5 million, consisting of PSUs with a three-year performance vesting period and RSUs. Mr. Sherr is scheduled to retire from the Company in July 2023, and in April 2022 we entered into a letter agreement with him confirming the terms of his retirement and his continued employment on a reduced-time (80%) basis until his retirement date. Under the terms of the letter agreement, Mr. Sherr’s base salary, automobile allowance, target MIP opportunity, and target LRPIP opportunities were reduced during FY23 to reflect his reduced schedule; Mr. Sherr remains eligible for other benefits in accordance with and subject to plan terms but is not eligible for new award opportunities under MIP or LRPIP for performance periods beginning in FY24 or later or for new equity awards under the SIP; and, following his retirement, Mr. Sherr will be eligible for benefits under the Company’s plans and programs, including any special service retirement benefits applicable to outstanding LRPIP or SIP awards, in accordance with and subject to plan terms.

  101. SEVERANCE, RETIREMENT, AND CHANGE OF CONTROL PROVISIONS

    SEVERANCE, RETIREMENT, AND CHANGE OF CONTROL PROVISIONS We provide benefits to our executive officers in connection with certain terminations of employment, and in connection with a change of control of TJX, under the terms of our employment agreements and plans. Each NEO has agreed to post-employment non-competition, non-solicitation, and other covenants intended to protect our business. Each of our NEOs has entered into participation agreements under our Executive Severance Plan established in 2018 (the 2018 Severance Plan). The 2018 Severance Plan provides for payments and benefits upon a qualifying termination of employment (other than in connection with a change of control of TJX) and includes restrictive covenants and other conditions. The terms of certain of our long-term incentive awards under our SIP and LRPIP include special retirement vesting provisions for our NEOs and other participants, as discussed with the compensation tables below. Change of control benefits continue to be provided to our NEOs under the terms of their employment agreements.

  102. SEVERANCE, RETIREMENT, AND CHANGE OF CONTROL PROVISIONS

    | 48 | The TJX Companies, Inc. |

  103. SEVERANCE, RETIREMENT, AND CHANGE OF CONTROL PROVISIONS

    We believe that severance, retirement, and change of control protections assist in attracting and retaining high quality executives, in our succession planning, and in keeping our executives focused on their responsibilities during any period in which a change of control may be contemplated or pending and that, more generally, it is important to define the relative obligations of the Company and our NEOs, including obtaining protection against competition and solicitation. We seek to achieve these objectives in a manner consistent with our other compensation objectives described above, taking into account contractual obligations, applicable law and current market practice, among other considerations. These provisions are described in more detail under Potential Payments upon Termination or Change of Control.

  104. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides information concerning compensation for our principal executive officer, our principal financial officer, and our three other most highly paid executive officers during FY23 (collectively, our named executive officers (NEOs)).

  105. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | | All Other Compensation(5) | Total | | Ernie Herrman Chief Executive Officer and President | 2023 | $1,700,002 | $10,900,034 | $7,508,796 | | $— | $416,536 | $20,525,368 | | | 2022 | 1,600,001 | 21,754,956 | 7,537,124 | | 305,528 | 604,391 | 31,802,000 | | | 2021 | 1,489,232 | 7,862,971 | 3,014,278 | | 1,909,764 | 265,492 | 14,541,737 | | Scott Goldenberg(6) SEVP, Chief Financial Officer | 2023 | 1,047,079 | 3,900,048 | 2,458,181 | | — | 210,256 | 7,615,564 | | | 2022 | 976,001 | 8,112,490 | 2,116,055 | | 20,441 | 287,099 | 11,512,086 | | | 2021 | 930,955 | 2,856,036 | 793,120 | | 416,245 | 135,202 | 5,131,558 | | Carol Meyrowitz Executive Chairman | 2023 | 1,040,000 | 5,000,114 | 3,790,800 | | 457,870 | 43,208 | 10,331,992 | | | 2022 | 1,040,000 | 11,230,991 | 3,875,820 | | 348,052 | 43,558 | 16,538,421 | | | 2021 | 968,000 | 4,228,011 | 1,959,280 | | 786,112 | 42,107 | 7,983,510 | | Richard Sherr(7) SEVP, Group President | 2023 | 1,053,848 | 3,624,024 | 2,446,522 | | — | 208,742 | 7,333,136 | | | 2022 | 1,120,002 | 8,148,687 | 2,526,077 | | 265,720 | 323,099 | 12,383,585 | | | 2021 | 1,068,310 | 3,026,837 | 1,006,956 | | 814,852 | 148,938 | 6,065,893 | | Kenneth Canestrari SEVP, Group President | 2023 | 942,309 | 2,900,050 | 1,967,725 | | — | 193,689 | 6,003,773 | | | 2022 | 900,000 | 6,240,374 | 1,726,849 | | 144,391 | 268,099 | 9,279,713 | | | 2021 | 858,462 | 2,209,220 | 650,185 | | 524,402 | 126,453 | 4,368,722 |

  106. SUMMARY COMPENSATION TABLE

    (1)Reflects salary earned during the fiscal year, including any salary adjustments made during the fiscal year. Includes any salary for the fiscal year that was contributed to our 401(k) plan or deferred under the ESP, if applicable. (2)Reflects the aggregate grant date fair value of stock awards, and, for 2022, the incremental fair value with respect to stock awards that were modified during FY22, in each case as determined in accordance with ASC Topic 718, disregarding the effects of estimated forfeitures. For detail on modifications made to outstanding stock awards during FY22, refer to Footnote 2 to the Summary Compensation Table in our FY22 proxy statement. Stock awards are valued based on the closing price of our common stock on the NYSE on the grant date or modification date, as applicable. 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 grant date fair value of PSUs granted in FY23 was: Mr. Herrman, $13,080,016; Mr. Goldenberg, $4,680,008; Ms. Meyrowitz, $6,000,112; Mr. Sherr, $4,348,804; and Mr. Canestrari, $3,480,060. The underlying valuation assumptions for equity awards granted during FY23 are further discussed in Note H to our audited financial statements filed with our Annual Report on Form 10-K for FY23. (3)Reflects amounts earned under both MIP and LRPIP. For FY23, MIP amounts were: Mr. Herrman, $3,128,004; Mr. Goldenberg, $866,981; Ms. Meyrowitz, $1,435,200; Mr. Sherr, $872,586; and Mr. Canestrari, $736,885. For the FY21-23 LRPIP cycle, the amounts were: Mr. Herrman, $4,380,792; Mr. Goldenberg, $1,591,200; Ms. Meyrowitz, $2,355,600; Mr. Sherr, $1,573,936; and Mr. Canestrari, $1,230,840. For FY23, LRPIP amounts reported in this column reflect the temporarily increased target level of LRPIP opportunities for the FY21-23 cycle, in the absence of PSUs for that cycle, as discussed under Long-Term Incentives in the CD&A. Unless contributed to or deferred under our 401(k) plan or ESP, as applicable, FY23 amounts earned under MIP and LRPIP were paid in calendar 2023. (4)Reflects the change in the actuarial present value of accumulated benefit obligations under our broad-based pension plan and our SERP. Under SEC rules, these pension values reflect actuarial assumptions described under Pension Benefits below. For FY23, Mr. Herrman, Mr. Goldenberg, Mr. Sherr, and Mr. Canestrari had negative changes in the present value of pension benefits of ($332,920), ($99,628), ($233,032), and ($155,375), respectively, due to the higher interest rate environment at the end of FY23. Under SEC rules, these negative values are shown as zero in the Summary Compensation Table for FY23. The benefit formulas under our pension plan and our SERP did not change in FY23. Refer to Pension Benefits below for more information. Our NEOs did not receive above-market or preferential earnings on non-tax qualified deferred compensation.

  107. SUMMARY COMPENSATION TABLE

    | 50 | The TJX Companies, Inc. |

  108. SUMMARY COMPENSATION TABLE

    (5)The table below provides additional details about the amounts listed under All Other Compensation for FY23. Perquisites and other personal benefits are valued on the basis of the aggregate incremental cost to the Company.

  109. SUMMARY COMPENSATION TABLE

    | Name | Automobile Benefit | Reimbursement for Financial Planning Services | Employer Contributions or Credits Under Savings Plans(a) | Company Paid Amounts for Life Insurance(b) | Total All Other Compensation | | Ernie Herrman | $35,904 | $1,500 | $377,573 | $1,559 | $416,536 | | Scott Goldenberg | 35,904 | 1,500 | 171,293 | 1,559 | 210,256 | | Carol Meyrowitz | 35,904 | 1,500 | 4,245 | 1,559 | 43,208 | | Richard Sherr | 31,899 | 1,500 | 173,784 | 1,559 | 208,742 | | Kenneth Canestrari | 35,904 | 1,500 | 154,726 | 1,559 | 193,689 |

  110. SUMMARY COMPENSATION TABLE

    (a)Reflects matching contributions under our 401(k) plan for each NEO and matching company credits under our ESP for each NEO (other than Ms. Meyrowitz). More information about ESP company credits can be found above in the Deferred Compensation section of the CD&A and under Nonqualified Deferred Compensation Plans below. (b)Reflects company-paid amounts under our U.S. management life insurance program. (6) Mr. Goldenberg served as Senior Executive Vice President, Chief Financial Officer through the end of FY23 and, as of the beginning of FY24, serves as Senior Executive Vice President, Finance. (7) Mr. Sherr is retiring from TJX, with a scheduled retirement date in July 2023. Amounts reported for Mr. Sherr for FY23 reflect adjustments in connection with his transition to a reduced time schedule during FY23. Refer to the CD&A for more information. Our NEOs were entitled under their employment agreements to participate in the SIP, MIP, and LRPIP and during FY23 received cash incentives and equity incentives pursuant to these plans. As described under Employment Agreements in the CD&A, the employment agreements with Ms. Meyrowitz and Mr. Herrman provided for minimum MIP and LRPIP target award levels; an automobile allowance commensurate with their positions; reimbursement of reasonable legal and financial advisor fees and costs incurred in negotiating the agreement; annual stock awards with a total grant date value of $5 million for Ms. Meyrowitz; and a specified company match under the ESP for Mr. Herrman. All of our NEOs were eligible to participate in our tax-qualified defined benefit plan and were eligible to make deferrals to our 401(k) plan and our ESP for FY23. All of our NEOs except Ms. Meyrowitz received company credits under the ESP and were eligible to participate in our alternative SERP benefit for FY23. Ms. Meyrowitz participated in our primary SERP benefit. Our NEOs were also entitled to receive an automobile benefit and to participate in fringe benefit plans and programs made available to executives generally.

  111. SUMMARY COMPENSATION TABLE

    | 2023 Proxy Statement | 51 |

  112. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023 The following table reports potential payouts under our cash incentive awards and reports stock awards for our NEOs that were granted during FY23:

  113. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

    | Name and Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Ernie Herrman | | | | | | | | | | | | | MIP(3) | | | $3,400,004 | $6,800,009 | | | | | | | | | LRPIP(4) | | | 1,700,000 | 3,400,000 | | | | | | | | | PSUs(5) | 3/28/22 | | | | 26,371 | 105,484 | 210,968 | | | | $6,540,008 | | RSUs(6) | 3/28/22 | | | | | | | 70,323 | | | 4,360,026 | | Scott Goldenberg | | | | | | | | | | | | | MIP(3) | | | 942,371 | 1,884,741 | | | | | | | | | LRPIP(4) | | | 500,000 | 1,000,000 | | | | | | | | | PSUs(5) | 3/28/22 | | | | 9,436 | 37,742 | 75,484 | | | | 2,340,004 | | RSUs(6) | 3/28/22 | | | | | | | 25,162 | | | 1,560,044 | | Carol Meyrowitz | | | | | | | | | | | | | MIP(3) | | | 1,560,000 | 3,120,000 | | | | | | | | | LRPIP(4) | | | 1,040,000 | 2,080,000 | | | | | | | | | PSUs(5) | 3/28/22 | | | | 12,097 | 48,388 | 96,776 | | | | 3,000,056 | | RSUs(6) | 3/28/22 | | | | | | | 32,259 | | | 2,000,058 | | Richard Sherr | | | | | | | | | | | | | MIP(3) | | | 948,463 | 1,896,926 | | | | | | | | | LRPIP(4) | | | 700,000 | 1,400,000 | | | | | | | | | PSUs(5) | 3/28/22 | | | | 8,768 | 35,071 | 70,142 | | | | 2,174,402 | | RSUs(6) | 3/28/22 | | | | | | | 23,381 | | | 1,449,622 | | Kenneth Canestrari | | | | | | | | | | | | | MIP(3) | | | 800,962 | 1,601,925 | | | | | | | | | LRPIP(4) | | | 450,000 | 900,000 | | | | | | | | | PSUs(5) | 3/28/22 | | | | 7,016 | 28,065 | 56,130 | | | | 1,740,030 | | RSUs(6) | 3/28/22 | | | | | | | 18,710 | | | 1,160,020 |

  114. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

    (1)Non-Equity Incentive Plan amounts above reflect short-term cash incentives granted under our MIP and long-term cash incentives granted under LRPIP. Our MIP and LRPIP are discussed above in the CD&A. (2)Reflects the grant date fair value of PSU and RSU awards, determined in accordance with ASC Topic 718. PSUs and RSUs are valued based on the closing price of our common stock on the NYSE on the grant date, $62.00. The grant date fair value of PSUs is reported based on the probable outcome of the performance conditions (target) on the grant date, and the grant date fair value of RSUs is based on the number of RSUs subject to the award. The underlying valuation assumptions for equity awards are further discussed in Note H to our consolidated financial statements filed with our Annual Report on Form 10-K for FY23. See footnote 2 to the Summary Compensation Table above. (3)Reflects award opportunities under the FY23 MIP. Actual amounts earned under the FY23 MIP awards are discussed in the CD&A and footnote 3 to the Summary Compensation Table. (4)Reflects award opportunities under the FY23-25 LRPIP cycle discussed in the CD&A. (5)Reflects FY23-25 PSUs granted under the SIP discussed in the CD&A. (6)Reflects FY23 RSUs granted under the SIP discussed in the CD&A. In FY23, we granted all equity incentives, including PSUs and RSUs, under the SIP. The PSUs have both service-based and performance-based vesting conditions. For PSUs granted to our NEOs in FY23, the service-based conditions are satisfied by continuous employment through one or more specified dates or in the event of certain terminations of employment (as described below) and the performance-based conditions are tied to achievement of EPS Growth and ROIC targets for the FY23-25 cycle, as described under Long-Term Equity Incentives in the CD&A. The entire unvested award is forfeited if achievement is below the threshold performance vesting level. The RSUs granted in FY23 have service-based vesting conditions that are satisfied by continuous employment through April 10, 2025 or in the event of certain earlier terminations of employment (as described below). When shares of stock are vested and delivered under an RSU or PSU award, the participant is entitled to any dividend equivalents credited since the grant date of the award.

  115. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

    | 52 | The TJX Companies, Inc. |

  116. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END The following table provides information on outstanding option and stock awards held as of January 28, 2023 by our NEOs:

  117. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | | | Option Awards | | | | Stock Awards | | | | | | | | Equity Incentive Plan Awards: | | | | | Equity Incentive Plan Awards: | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underling Unexercised Options Unexercisable (#)(1) | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)(4) | | Ernie Herrman | 86,440 | — | — | $36.61 | 09/14/27 | | | | | | | | | | | | 339,022 | $27,762,512 | | | | | | | | | | | | 252,484 | $20,675,915 | | Scott Goldenberg | | | | | | 101,523 | 8,313,718 | | | | | | | | | | | | 92,374 | 7,564,507 | | Carol Meyrowitz | | | | | | 143,043 | 11,713,791 | | | | | | | | | | | | 124,690 | 10,210,864 | | Richard Sherr | | | | | | 103,028 | 8,436,963 | | | | | | | | | | | | 90,375 | 7,400,809 | | Kenneth Canestrari | | | | | | 77,677 | 6,360,970 | | | | | | | | | | | | 70,123 | 5,742,372 |

  118. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    (1)All option awards have a maximum term of ten years from the grant date and vest in equal annual installments over three years, beginning on the first anniversary of the grant date. In the event an NEO’s employment is terminated by reason of death, disability, retirement at or after age 65 with five or more years of service, or special service retirement (as discussed below under Potential Payments upon Termination or Change of Control), vested options generally remain exercisable for up to five years following termination, unless the option terminates on an earlier date pursuant to its terms. In the event of any other termination, vested options held by our NEOs generally remain exercisable for up to six months following termination (as specified under the terms of the option), unless the option terminates on an earlier date pursuant to its terms. (2)Market values reflect the closing price of our common stock on the NYSE on January 27, 2023 (the last business day of FY23), which was $81.89.

  119. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | 2023 Proxy Statement | 53 |

  120. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    (3)The stock awards in this column include outstanding RSUs with service-based vesting conditions and the unvested portion of the career shares award held by Mr. Herrman. The following table shows the scheduled vesting dates for these outstanding awards as of January 28, 2023:

  121. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | Name | Category | Number of Unvested Shares/Units | Vesting Date | | Ernie Herrman | RSU | 136,035 | 4/10/2023 | | | RSU | 72,508 | 4/10/2024 | | | RSU | 70,323 | 4/10/2025 | | | Career Shares | 20,052 | Last day of FY24 | | | Career Shares | 20,052 | Last day of FY25 | | | Career Shares | 20,052 | Last day of FY26 | | Scott Goldenberg | RSU | 49,413 | 4/10/2023 | | | RSU | 26,948 | 4/10/2024 | | | RSU | 25,162 | 4/10/2025 | | Carol Meyrowitz | RSU | 73,148 | 4/10/2023 | | | RSU | 37,636 | 4/10/2024 | | | RSU | 32,259 | 4/10/2025 | | Richard Sherr | RSU | 52,368 | 4/10/2023 | | | RSU | 27,279 | 4/10/2024 | | | RSU | 23,381 | 4/10/2025 | | Kenneth Canestrari | RSU | 38,222 | 4/10/2023 | | | RSU | 20,745 | 4/10/2024 | | | RSU | 18,710 | 4/10/2025 |

  122. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    Service-based vesting conditions for RSUs will be satisfied by continued employment through the applicable vesting date. Mr. Herrman’s career shares award, a restricted stock unit award, was granted in FY16 in connection with his transition to Chief Executive Officer and included performance conditions that were previously satisfied. Service-based vesting conditions for the career shares award will be satisfied by Mr. Herrman’s continued employment through the applicable vesting date. The vested portion of Mr. Herrman’s career shares award, for which delivery has been deferred, is included in the Nonqualified Deferred Compensation Table below. When shares of stock are vested and delivered under a stock award, the participant is entitled to any dividend equivalents credited since the grant date. Stock awards are further described under Potential Payments upon Termination or Change of Control below, including circumstances in which stock awards may accelerate or be settled prior to the scheduled vesting date. (4)The stock awards in this column include PSUs granted in FY22 with FY22-24 performance goals and PSUs granted in FY23 with FY23-25 performance goals. The number of shares reported in this column assumes the maximum level of performance (payout at 200%) for PSUs granted in FY22 and the target level of performance (payout at 100%) for PSUs granted in FY23, in accordance with SEC requirements. Actual payout for PSUs could range from 0% to 200% of the target award depending on performance results. No PSUs were granted in FY21. Performance-based vesting conditions for PSUs granted in FY23 are discussed under Long-Term Equity Incentives in the CD&A. When shares of stock are vested and delivered under a PSU award, the participant is entitled to any dividend equivalents credited since the grant date. PSUs are scheduled to vest on the date of Compensation Committee approval of the applicable performance results, which typically occurs in March or April after the end of the performance cycle. PSUs also have service-based vesting conditions that will be satisfied by continued employment through the last day of the three-year performance period. PSUs are further described under Potential Payments upon Termination or Change of Control below, including circumstances in which the vesting of PSUs may accelerate or continue following certain terminations of employment or a change of control of TJX.

  123. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | 54 | The TJX Companies, Inc. |

  124. OPTION EXERCISES AND STOCK AWARDS VESTED DURING FISCAL 2023

    OPTION EXERCISES AND STOCK AWARDS VESTED DURING FISCAL 2023 The following table provides information relating to option exercises and stock award vesting for our NEOs during FY23:

  125. OPTION EXERCISES AND STOCK AWARDS VESTED DURING FISCAL 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise($)(1) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(2) | | Ernie Herrman | 157,140 | $6,580,253 | 246,613 | $15,720,854 | | Scott Goldenberg | — | — | 84,290 | 5,237,694 | | Carol Meyrowitz | — | — | 117,395 | 7,295,395 | | Richard Sherr | — | — | 85,114 | 5,289,195 | | Kenneth Canestrari | — | — | 64,875 | 4,031,304 |

  126. OPTION EXERCISES AND STOCK AWARDS VESTED DURING FISCAL 2023

    (1)Represents the stock price on the NYSE at exercise minus the option exercise price multiplied by the number of shares acquired on exercise. (2)Represents the fair market value of the shares on the vesting date, calculated as the closing stock price on the NYSE on the vesting date (or the previous business day if vesting occurred during a weekend) multiplied by the number of shares vesting. For Mr. Herrman, this amount includes the portion of his career shares award (20,054 shares) that vested at the end of FY23 and for which delivery has been deferred as described below under Nonqualified Deferred Compensation Plans. Each of our NEOs was eligible for special service retirement as of the end of FY23, and this amount includes the following shares withheld from RSU awards during FY23 to cover tax obligations in connection with special service retirement vesting: Mr. Herrman, 2,880 shares; Mr. Goldenberg, 1,053 shares; Ms. Meyrowitz, 1,530 shares; Mr. Sherr, 1,099 shares; and Mr. Canestrari, 814 shares.

  127. PENSION BENEFITS

    PENSION BENEFITS In the U.S., we have a tax-qualified defined benefit plan, or Retirement Plan, and a nonqualified Supplemental Executive Retirement Plan, or SERP. We do not have a policy of granting extra years of credited service for purposes of these plans. Our Retirement Plan was closed to new hires as of February 1, 2006, although participants employed prior to that date continue to accrue benefits. We have not offered primary SERP benefits to any new participants in many years and do not currently intend to do so in the future, although we continue to offer an alternative SERP benefit to eligible participants whose Retirement Plan benefits are affected by certain limitations, as described below. The benefit formulas under our Retirement Plan and SERP, described below, did not change in FY23. Under our Retirement Plan, participants accrue a benefit payable as an annuity at retirement. Once participation has commenced, after an initial one-year eligibility period, the amount accrued each year, expressed as a life annuity commencing at age 65, is 1% of eligible compensation (base salary and MIP awards) up to a periodically adjusted limit ($152,000 in calendar 2023 and $147,000 in calendar 2022) and 1.4% of eligible compensation in excess of that limit. For years of service in excess of 35, the accrual rate is 1% per year of eligible compensation. Compensation for any year in excess of another periodically adjusted limit, $305,000 in 2022, is disregarded for these purposes. Eligible participants are also entitled to supplemental credits. Benefits under the Retirement Plan generally vest after five years of vesting service. A vested participant who retires or whose employment terminates prior to age 65 with at least ten years of vesting service may elect to receive a reduced annuity benefit commencing at age 55 or later. If the participant dies before commencing his or her benefit, a pre-retirement death benefit is payable to the participant’s surviving spouse. Under our SERP, the primary benefit provides participants who retire at or after age 55 with at least ten years of service a benefit equal to the value of an annuity commencing at age 65 providing annual payments up to a maximum of 50% of the participant’s final average earnings, less other employer-provided retirement benefits and social security benefits. The primary SERP benefit is adjusted for interest for participants who retire after age 65. Ms. Meyrowitz is the only one of our NEOs eligible for a SERP primary benefit and has accrued the full benefit except for the interest adjustment noted above. In determining the primary SERP benefit at age 65, Ms. Meyrowitz was entitled to specified interest rate averaging assumptions under her employment agreement, and her final average earnings for purposes of SERP included base salary and MIP, but not LRPIP, and used the highest average of five years over the preceding ten years. The alternative SERP benefit provides participants whose Retirement Plan benefits are affected by Internal Revenue Code benefit limitations with the amount of the benefits lost by reason of those limitations. Participants who are eligible for the primary benefit are eligible to receive the alternative benefit in lieu of the primary benefit if it provides a greater benefit at the time of retirement or other termination of employment. Benefits under SERP are payable following retirement or other termination of employment in installments or in certain other forms of actuarially equivalent value, including a lump sum. If the participant dies prior to retirement or other termination of employment, a pre-retirement death benefit is payable to the participant’s surviving spouse.

  128. PENSION BENEFITS

    | 2023 Proxy Statement | 55 |

  129. PENSION BENEFITS FOR FISCAL 2023

    PENSION BENEFITS FOR FISCAL 2023 The following table provides information on pension benefits for our NEOs eligible for these benefits as of January 28, 2023. All of our NEOs are fully vested in their Retirement Plan and SERP benefits.

  130. PENSION BENEFITS FOR FISCAL 2023

    | Name | Plan Name | Number of Years of Credited Service(1) | Present Value of Accumulated Benefit(2) | | Payments Made During Last Fiscal Year | | Ernie Herrman | Retirement Plan | 33 | | $865,854 | — | | | SERP (Alternative) | 33 | | 8,797,522 | — | | Scott Goldenberg | Retirement Plan | 30 | | 847,597 | — | | | SERP (Alternative) | 30 | | 2,635,804 | — | | Carol Meyrowitz | Retirement Plan | 36 | | 989,540 | — | | | SERP (Primary) | 20 | | 40,588,739 | — | | Richard Sherr | Retirement Plan | 30 | | 968,373 | — | | | SERP (Alternative) | 30 | | 3,917,643 | — | | Kenneth Canestrari | Retirement Plan | 29 | | 695,490 | — | | | SERP (Alternative) | 29 | | 2,098,892 | — |

  131. PENSION BENEFITS FOR FISCAL 2023

    (1)Participants in our Retirement Plan and our alternative SERP benefit program began to accrue credited service upon participation in the plans, generally after one year of service with TJX. Service credited for purposes of our primary SERP benefit is based on years of service with TJX but with a maximum of 20 years of service. (2)Under SEC rules, for purposes of calculating the present value of the accumulated pension benefits in the Pension Benefits table we assumed that each NEO commences his or her benefit at age 65 (or current age, if older than 65) and we used the same assumptions used and described in Note I to our audited financial statements filed with our Annual Report on Form 10-K for FY23, including a post-retirement mortality assumption based on the sex distinct PRI-2012 Tables projected generationally with Scale MP-2021 from 2012. For our SERP, consistent with the assumptions used to determine the values in our Annual Report on Form 10-K for FY23, the present value of accumulated benefits assumes payment forms consistent with executive elections and has been converted to the applicable payment forms using IRS-prescribed mortality assumptions and an interest rate of 2.32% for the primary SERP benefit and 3.60% for the alternative SERP benefit. Actual amounts payable to our NEOs under our Retirement Plan and SERP would be determined based on the governing terms (including actuarial assumptions and form and timing of benefit payments) specified in our plans and agreements, which are not the same as, and could produce benefit values higher than those produced by, the assumptions used for purposes of the values reported in the Pension Benefits table or Summary Compensation Table.

  132. NONQUALIFIED DEFERRED COMPENSATION PLANS

    NONQUALIFIED DEFERRED COMPENSATION PLANS We have an Executive Savings Plan, or ESP, which is a nonqualified deferred compensation plan available to key employees and our directors. Under the ESP, our NEOs and other eligible Associates can elect to defer up to 20% of base salary and up to 100% of any MIP and LRPIP awards and our directors can elect to defer annual retainers. Our NEOs (other than Ms. Meyrowitz) were eligible during FY23 to receive matching credits on base salary deferrals of up to 10% of base salary, with the level of matching credits generally based on the executive’s job level, age and/or pension eligibility, and were fully vested in their ESP employer credit accounts during FY23 under plan terms. Eligible participants are also entitled to supplemental employer credits. For calendar 2022, the potential match for eligible NEOs was 100% (or, for Mr. Herrman, 150%) of their eligible deferrals, plus an additional performance-based match of up to 150% (or, for Mr. Herrman, 200%) based on FY23 MIP performance results. Our NEOs (other than Ms. Meyrowitz) earned an additional performance-based match under ESP at 60% (or, for Mr. Herrman, 70%), based on FY23 performance results under our MIP. All amounts deferred or credited to a participant’s account under the ESP are notionally invested in mutual funds or other market investments selected by the participant. Although not required by the ESP, it has been our practice to purchase the investments notionally invested under the participants’ accounts to help meet our future obligations under the ESP. Under the ESP, amounts deferred (and earnings on those amounts) are generally distributed following termination of employment unless the participant has elected an earlier distribution date, which may be no earlier than January 1st of the second year following the year of the deferral. Vested employer matching credits (and earnings on those amounts) are generally distributed at, or on a deferred basis following, a participant’s separation from service. Distributions are generally made in a lump sum payment, but a participant may elect to be paid in annual installments over a period of not more than ten years. Amounts vested under the ESP prior to January 1, 2005 (and earnings on those amounts) can be distributed at the participant’s request prior to termination of employment in a lump sum distribution of 85% of the vested account, with the remaining 15% forfeited.

  133. NONQUALIFIED DEFERRED COMPENSATION PLANS

    | 56 | The TJX Companies, Inc. |

  134. NONQUALIFIED DEFERRED COMPENSATION PLANS

    Through December 31, 2007, we offered eligible key employees and directors the opportunity to participate in the General Deferred Compensation Plan, or GDCP, another U.S. nonqualified deferred compensation plan. Ms. Meyrowitz is a vested participant in this plan. Under the GDCP, participants could defer all or a portion of base salary and MIP and LRPIP awards or, in the case of directors, retainers and meeting fees, which deferrals are credited with notional interest at an annually adjusted rate based on an average yield of Treasury securities during the prior year. For calendar 2022, this rate was 1.46%. No further deferrals were permitted beginning with FY09 compensation, but previously deferred amounts continue to be credited with notional interest amounts. Amounts deferred under the GDCP on or after January 1, 2005 (and earnings on those amounts) that had not been distributed prior to January 1, 2009 are distributed under the terms of the ESP, as described above. Amounts deferred under the GDCP prior to January 1, 2005 (and earnings on those amounts) are distributed in a lump sum during employment or following termination of service as elected by the participant, or, for participants whose employment terminates at or after age 55, in a lump sum or in installments upon or following termination as elected by the participant (with all payments completed by the tenth anniversary of termination of service). Upon a change of control, each participant receives the entire amount credited to his deferred account in a lump sum payment. Mr. Herrman was previously granted a performance-based career shares award under our SIP during FY16 in connection with his transition to Chief Executive Officer. The career shares award was subject to the achievement of performance-based vesting conditions, which were previously satisfied. The career shares award is scheduled to vest in full at the end of FY26, with prorated annual vesting beginning at the end of FY20, subject to Mr. Herrman’s continued employment with us. The portion of the career shares award that was unvested at the end of FY23 is reported above in the Outstanding Equity Awards at Fiscal 2023 Year-End table, and the vested portion of the career shares award is reported below in the Nonqualified Deferred Compensation table. Delivery of vested shares underlying the performance-based career shares award held by Mr. Herrman is deferred until six months and one day following Mr. Herrman’s retirement or other separation from service. When shares of stock are vested and delivered under the career shares award, Mr. Herrman is entitled to any dividend equivalents credited during the restricted period.

  135. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023

    NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023 The following table provides information on FY23 nonqualified deferred compensation plans for our NEOs:

  136. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023

    | Name and Plan Name | Executive Contributions in Last FY(1) | | Registrant Contributions in Last FY(2) | | Aggregate Earnings in Last FY(3) | | Aggregate Withdrawals/ Distributions | | Aggregate Balance at Last FYE(4) | | | Ernie Herrman | | | | | | | | | | | | ESP | | $170,000 | | $373,328 | | $(545,383) | | $— | | $12,772,410 | | Career Shares | | — | | 1,745,199 | | 701,188 | | — | | 6,911,912 | | Scott Goldenberg | | | | | | | | | | | | ESP | | 104,708 | | 167,048 | | 3,664 | | — | | 5,547,939 | | Carol Meyrowitz | | | | | | | | | | | | GDCP | | — | | — | | 11,346 | | — | | 723,190 | | ESP | | — | | — | | (598,251) | | — | | 5,803,519 | | Richard Sherr | | | | | | | | | | | | ESP | | 189,693 | | 169,539 | | (38,661) | | — | | 6,751,388 | | Kenneth Canestrari | | | | | | | | | | | | ESP | | 113,077 | | 150,481 | | (227,044) | | — | | 3,679,173 |

  137. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023

    (1)Reflects notional credits to participant accounts in ESP. Amounts are also included as Salary or Non-Equity Incentive Plan Compensation, as applicable, in the Summary Compensation Table. (2)Reflects notional credits to participant accounts in ESP plus, for Mr. Herrman, the value on the vesting date of the portion of his career shares award and related dividend equivalent amounts that vested in FY23. ESP amounts include the performance-based credits earned for FY23 but not credited until after the close of FY23. ESP amounts in this column are also included in the All Other Compensation column in the Summary Compensation Table. (3)Reflects notional market-based earnings on deferrals and other amounts credited to the account of plan participants under the ESP, market-based earnings under Mr. Herrman’s career shares award, and notional interest under the GDCP as described above. It has been our practice to purchase the specified notional investments under the ESP to help meet our future obligations under the ESP. (4)The aggregate balance includes deferrals of income for prior fiscal years. For Mr. Herrman, the aggregate balance includes the portion of his career shares award that was vested at the end of FY23, valued based on the closing price of our common stock on the NYSE on January 27, 2023 (the last business day of FY23), and related dividend equivalent amounts. Amounts deferred by individuals who were NEOs for the fiscal year of the deferral were included in the compensation reported for those individuals in the compensation tables in prior proxy statements. The aggregate balance also includes earnings on amounts deferred and performance-based credits earned under the ESP for FY23 but not credited until after the close of FY23.

  138. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023

    | 2023 Proxy Statement | 57 |

  139. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL We believe that providing severance and change of control benefits helps us attract and retain high quality executives and protect our other business interests, as discussed above in the CD&A. Severance Plan and Employment Agreements. Each of our NEOs in FY23 participated in our 2018 Severance Plan and was party to an employment agreement. The terms of the 2018 Severance Plan and these agreements provide for payments in connection with specified termination or change of control events, as summarized below. •Termination Other than for Cause or Constructive Termination: If we terminate an NEO’s employment other than for cause or the executive terminates employment in connection with a forced relocation of more than 40 miles (referred to as a constructive termination), the executive would be entitled to 24 months of continued base salary and any automobile allowance; cash payments in an amount sufficient after taxes to cover the cost of any COBRA continuation of health coverage during the salary continuation period; cash incentive awards under MIP and LRPIP for each uncompleted year or award cycle, to the extent applicable performance goals are met and adjusted to reflect the executive’s period of service during the year or cycle; and equity awards in accordance with their terms. In addition, salary continuation for Ms. Meyrowitz will continue to be based on her FY16 salary rate regardless of when termination occurs; and a constructive termination for Ms. Meyrowitz would also include a voluntary termination in connection with an involuntary removal or failure to be nominated or reelected to the Board or as Chairman of the Board. Under the employment agreements with each of our NEOs, a termination for cause generally includes the following, subject to the qualifications set forth in the agreements: material and willful dishonesty in the performance of duties, conviction of a felony, willful neglect of material duties, material and continuing conflict of interest, willful misconduct that violates company policy and is materially harmful to the reputation or business of the Company, or a breach of applicable restrictive covenants. Under these agreements or our Severance Plan, upon a termination for cause, our NEOs would not be entitled to any separation benefits other than vested retirement benefits and, assuming no breach of applicable restrictive covenants, vested deferred compensation benefits and vested stock option awards under the SIP. •Death or Disability: Upon a termination of employment by reason of death or disability, each NEO (or his or her legal representative) would be entitled to the same benefits as are described above for a termination other than for cause, except that salary continuation would be subject to adjustment for any long-term disability benefits and the MIP award would be paid at target without proration. •Retirement or Voluntary Termination: Our NEOs would not be entitled to separation benefits under their employment agreements or the Severance Plan upon a voluntary termination (other than a constructive termination), except that upon retirement or other voluntary termination (other than a constructive termination) Ms. Meyrowitz would be entitled to benefits under LRPIP to the extent applicable LRPIP goals are met and adjusted, if applicable, to reflect her period of service during the performance period. Each of our NEOs satisfied the requirements for special service retirement as of the end of FY23 and would remain eligible for amounts under our cash and equity incentive awards, as described under Long-Term Incentive Awards below. In addition, Ms. Meyrowitz’s agreement, as amended in January 2023, provides for eligibility for continued vesting of future stock awards and certain long-term cash awards in the event that she provides additional Board-approved services to the Company following any future retirement. •End of Contract Term: For each of our NEOs a termination occurring on the last day of the agreement term would be treated as a termination other than for cause unless we make an offer of continued service in a comparable position. •Change of Control: Upon a change of control of TJX (with or without a termination of employment), each NEO would be entitled to receive a lump sum settlement at target of MIP and LRPIP awards for which the performance period or cycle had not ended, plus any benefits under the SIP and our deferred compensation plans (as described further below). We would also be obligated to pay any legal fees and expenses the NEO reasonably incurs in seeking enforcement of contractual rights following a change of control. The events that constitute a change of control under the agreements in effect during FY23 generally consist of the following, subject to the qualifications set forth in those agreements: a change of control required to be reported under the Exchange Act; the acquisition of 20% or more of our common stock followed by a change in a majority of our Board of Directors; a proxy solicitation or solicitations followed by a change in a majority of our Board of Directors; and the execution of certain agreements of acquisition, merger, or consolidation followed by consummation of the transactions contemplated by such agreement. •Change of Control Followed by Qualifying Termination: Upon a qualifying termination of employment following a change of control, each NEO would be entitled to receive alternative severance benefits instead of the separation-related benefits described above. The alternative severance benefits consist of a lump sum severance payment equal to two times the sum of the executive’s annual base salary, any annual automobile allowance and target MIP award amount; two years of continued participation in health and life insurance programs, except to the extent of replacement coverage; and any benefits (including any acceleration of awards) under the SIP and our deferred compensation plans (as described further below). For this purpose, base salary and the target MIP amount would be determined by reference to the higher of the executive’s base salary immediately prior to termination or the change of control (except that base salary for Ms. Meyrowitz would continue to be based on her FY16 salary rate), and base salary would be adjusted for any long-term disability benefits.

  140. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | 58 | The TJX Companies, Inc. |

  141. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    A qualifying termination for these purposes includes a termination by us other than for cause, by the executive for good reason (as defined in the agreements), or a termination by reason of death or disability, in each case within 24 months following a change of control without regard to the scheduled term of the agreement. A qualifying termination does not include a voluntary termination without good reason. In addition to the amounts described above, the executives would remain entitled to vested and accrued, but unpaid, compensation and benefits (including earned but unpaid amounts under MIP and LRPIP) and to any SIP or deferred compensation benefits (as described below). Our NEOs would not be entitled to any tax gross-up payment for any “golden parachute” excise tax on change of control benefits, but payments and benefits to each executive would be reduced if and to the extent such a reduction would have put the executive in a better after-tax position. Long-Term Incentive Awards. Under the terms of our long-term incentive awards, NEOs and other participants who retire at or after age 65 with ten or more years of service, or who retire at or after age 60 with twenty or more years of service, are eligible for “special service retirement” benefits described below. As of the end of FY23, all NEOs satisfied the requirements for a special service retirement. Upon retirement, each of our NEOs would be entitled to continued vesting of PSUs to the extent applicable goals are met (with the award adjusted, as applicable, to reflect the period of service during the performance period based on the rules described in footnote 3 to the table below) and for settlement of RSUs (with the award adjusted, if applicable, based on the completed portion of the service period). Upon a termination due to death or disability, each of our NEOs would be entitled to acceleration of PSUs at the target level of performance (with the award adjusted to reflect the period of service during the performance period based on the rules described in footnote 3 to the table below); our NEOs would be entitled to settlement of RSUs on the same basis as retirement. In the event of a termination without cause or a constructive termination, each of our NEOs would be entitled to continued vesting of PSUs and settlement of RSUs on the same basis as retirement. All stock option awards held by our NEOs were vested as of the end of FY23. Following a termination of employment, each of the executives would have been able to exercise vested option awards granted under the SIP in accordance with applicable post-termination exercise periods. For LRPIP awards, under terms established by the Compensation Committee, our NEOs would be entitled upon retirement to benefits under LRPIP to the extent applicable LRPIP goals are met and adjusted, if applicable, based on the rules described in footnote 2 to the table below (including special terms applicable to Ms. Meyrowitz’s FY22-24 LRPIP award). Unvested equity awards under the SIP do not include automatic full accelerated vesting upon a change of control of TJX. Instead, performance conditions for PSUs will be deemed satisfied at target upon the change of control (with settlement of the award to the extent the original service conditions were satisfied), and any unvested PSUs, RSUs, and the unvested portion of Mr. Herrman’s career shares award, will vest in full upon the change of control if not continued or assumed in the transaction or, if continued or assumed, in the event of a qualifying termination of employment following the change of control. A qualifying termination for these purposes includes an involuntary termination without cause or a termination for good reason within 24 months following the change of control. Except as described above in connection with a change of control of TJX, the unvested portion of Mr. Herrman’s career shares award is not eligible for acceleration or continued vesting in connection with any termination of employment. Deferred Compensation. As noted above under Nonqualified Deferred Compensation Plans, any accounts under GDCP will be paid upon a change of control. Our NEOs were also eligible for any benefits under ESP and any SERP benefits described above under Pension Benefits. Related Provisions. Under the terms of their employment agreements and the Severance Plan, each NEO agreed to non-solicitation and non-competition provisions that operate during the term of employment and for 24 months thereafter, and to confidentiality provisions during and after employment. Benefits under the employment agreements, the Severance Plan, and SERP; benefits under LRPIP following special service retirement; and benefits attributable to employer credits at or above the Senior Executive Vice President level under the ESP (including additional performance-based credits previously earned by Mr. Herrman), are also conditioned on compliance with restrictive covenants. Upon a change of control, our NEOs would no longer be subject to any covenant not to compete following a termination of employment. Each NEO has also acknowledged our clawback policy, which continues to apply to executive officers following a termination of employment for any reason. The agreements and plans include terms designed to comply with the deferred compensation provisions of Section 409A of the Internal Revenue Code (Section 409A), including provisions that would delay certain termination-related benefits for six months beyond termination of employment and alternative payment provisions that could apply in connection with a change of control not described in Section 409A.

  142. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | 2023 Proxy Statement | 59 |

  143. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    The following table sets forth aggregate estimated payment obligations to each of our NEOs, assuming that the triggering events had occurred on January 28, 2023, all pursuant to the terms of TJX’s plans and each executive’s employment agreement as in effect on such date.

  144. CEO PAY RATIO

    CEO PAY RATIO At the end of FY23, we operated over 4,800 retail stores and employed approximately 329,000 Associates worldwide. Approximately 86% of these Associates worked in our retail stores. Our total number of Associates, which is subject to seasonal variations, includes full-time, part-time, seasonal, and temporary employees. This workforce supports the execution of our flexible off-price business model, including the timing and frequency of store deliveries and the management of a rapidly changing mix of store inventory, throughout our global business. As required by SEC rules, we are providing information regarding the ratio of annual total compensation for our CEO to that of our median employee. Our CEO’s annual total compensation for FY23, as reported in the “Total” column of the Summary Compensation Table above, was $20,525,368. In accordance with SEC rules, the median of the annual total compensation of all employees (other than the CEO) was estimated to be $13,884 for FY23, which resulted in an estimated ratio of 1,478:1. To identify the median employee for FY23 in accordance with SEC rules, we included all employees in our global operations as of the last day of FY23, including full-time, part-time, seasonal, and temporary employees, and estimated annual total compensation for all of these employees based on calendar 2022 payroll records in each jurisdiction, converting foreign currencies to U.S. dollars using an average annual exchange rate for calendar 2022. As part of this process, we annualized earnings for employees, other than seasonal and temporary employees, who were hired during the fiscal year. As a result of this process, the FY23 median employee for purposes of our pay ratio estimate was a part-time hourly retail store Associate. SEC rules allow companies to use a variety of methods and assumptions to estimate median employee compensation, and factors such as industry, geography, business model, and workforce composition will vary across companies. Accordingly, the information above may not be comparable to information reported by other companies.

  145. CEO PAY RATIO

    | 62 | The TJX Companies, Inc. |

  146. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, as computed under SEC rules, and certain financial performance of the Company. For more information about the Company’s executive compensation program, refer to the CD&A starting on p. 29 and the Compensation Tables starting on p. 50.

  147. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (thousands)(4) | MIP Incentive Pre-tax Income (thousands)(5) | | | | | | | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $20,525,368 | $22,689,097 | $7,821,116 | $8,086,392 | $143.84 | $129.16 | $3,498,349 | $5,495,116 | | 2022 | 31,802,000 | 48,122,189 | 12,428,451 | 18,345,910 | 123.16 | 116.91 | $3,282,815 | $5,617,471 | | 2021 | 14,541,737 | (12,494,955) | 5,887,421 | (4,958,497) | 108.86 | 106.91 | $90,470 | $1,953,817 |

  148. PAY VERSUS PERFORMANCE

    (1)The amounts in column (b) are the amounts reported for our Chief Executive Officer, Mr. Herrman, in the “Total” column of the Summary Compensation Table for each applicable fiscal year. The amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table for each applicable fiscal year. The Non-PEO NEOs included for purposes of calculating the amounts in column (d) and in column (e) for each of FY21, FY22, and FY23 are Scott Goldenberg, Carol Meyrowitz, Richard Sherr, and Kenneth Canestrari. (2)The amounts in column (c) and column (e) represent the amount of “compensation actually paid” to Mr. Herrman, and the average amount of “compensation actually paid” to our other NEOs as a group, for each applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amount of “compensation actually paid” is determined under SEC rules and does not reflect the actual amount of compensation earned by or paid to Mr. Herrman, or our NEOs as a group, for the applicable year. Refer to the CD&A for a discussion of the quantitative and qualitative factors considered by the Compensation Committee in making decisions with respect to compensation for our NEOs for FY23. Under SEC rules, the amounts shown below were deducted and added to total compensation for Mr. Herrman, and to the average total compensation for the other NEOs as a group, to determine the “compensation actually paid” for the applicable fiscal year:

  149. PAY VERSUS PERFORMANCE

    | Calculation of “Compensation Actually Paid” to PEO | Fiscal Year | | | | | 2023 | 2022 | 2021 | | Summary Compensation Table (“SCT”) Total for PEO reported in column (b) | $20,525,368 | $31,802,000 | $14,541,737 | | Amounts reported in the “Change in Pension Value” column of the SCT (i) | — | (305,528) | (1,909,764) | | Pension “service cost” (ii) | 354,722 | 296,395 | 274,935 | | Amounts reported in the “Stock Awards” column of the SCT (iii) | (10,900,034) | (21,754,956) | (7,862,971) | | Fair value (as of year end) of equity awards granted during the year that remain unvested at year end (iv) | 12,954,571 | 13,121,502 | 8,953,496 | | Change in fair value (as of vesting date from prior year end) of previously-granted equity awards that vested during the year (v) | (2,245,522) | 9,992,577 | (4,431,486) | | Change in fair value (as of year end from prior year end) of previously-granted equity awards that remain unvested at year end (vi) | 1,999,992 | 14,970,199 | (22,060,902) | | Compensation Actually Paid to PEO reported in column (c) | 22,689,097 | 48,122,189 | (12,494,955) |

  150. PAY VERSUS PERFORMANCE

    | Calculation of “Compensation Actually Paid” to Non-PEO NEOs | Fiscal Year | | | | | 2023 | 2022 | 2021 | | Average Summary Compensation Table (“SCT”) Total for non-PEO NEOs reported in column (d) | $7,821,116 | $12,428,451 | $5,887,421 | | Average amounts reported in the “Change in Pension Value” column of the SCT (i) | (114,468) | (194,651) | (635,403) | | Average pension “service cost” (ii) | 109,570 | 102,668 | 96,339 | | Average amounts reported in the “Stock Awards” column of the SCT (iii) | (3,856,059) | (8,433,136) | (3,080,026) | | Average fair value (as of year end) of equity awards granted during the year that remain unvested at year end (iv) | 4,582,865 | 5,094,535 | 3,507,215 | | Average change in fair value (as of vesting date from prior year end) of previously-granted equity awards that vested during the year (v) | (962,802) | 3,808,188 | (2,009,677) | | Average change in fair value (as of year end from prior year end) of previously-granted equity awards that remain unvested at year end (vi) | 506,170 | 5,539,855 | (8,724,366) | | Average Compensation Actually Paid to non-PEO NEOs reported in column (e) | 8,086,392 | 18,345,910 | (4,958,497) |

  151. PAY VERSUS PERFORMANCE

    | 2023 Proxy Statement | 63 |

  152. PAY VERSUS PERFORMANCE

    (i)Reflects the change in the actuarial present value of accumulated benefit obligations under our broad-based pension plan and our SERP for the applicable fiscal year, as reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table. For more information, refer to Pension Benefits above. (ii)Reflects the actuarially determined service cost under our broad-based pension plan and our SERP for services rendered by the NEO during the applicable year, using the same methodology as used for our financial statements in accordance with U.S. GAAP. No “prior service cost” applied to the pension benefits for our NEOs for the years shown. (iii)Reflects the amounts reported in the “Stock Awards” column of the Summary Compensation Table for the applicable fiscal year. (iv)Reflects the year-end fair value of any PSUs or RSUs granted in the applicable year that were outstanding and unvested as of the end of the year. (v)Reflects the change in fair value as of the vesting date (from the end of the prior fiscal year) for PSUs, RSUs, and, for Mr. Herrman, his career shares award, or portions thereof, granted in prior years that vested during the applicable year; and, for FY21, includes the change in fair value as of the vesting date (from the end of the prior fiscal year) of a portion of a stock option award granted to our NEOs in FY18 that vested during FY21. For this purpose, the vesting date of PSUs is the date on which the Compensation Committee certified applicable performance results for the cycle, and the vesting date for RSUs, stock options, and Mr. Herrman’s career shares award (or applicable portions thereof) is the date on which the applicable service requirement was satisfied, taking into account eligibility for special service retirement as defined in our SIP. For FY22, the amount reported includes the incremental fair value with respect to PSUs that were modified on the vesting date during FY22 ($9,377,874 for Mr. Herrman and an average of $3,630,615 for our other NEOs), determined under ASC Topic 718. Refer to our 2022 proxy statement for more information about PSU modifications during FY22. (vi)Reflects the change in fair value as of the end of the applicable year (from the end of the prior fiscal year) for any PSUs, RSUs, and, for Mr. Herrman, his career shares award, or portions thereof, granted in prior years that were outstanding and unvested as of the end of the applicable year. For FY21, the negative amounts reported are primarily attributable to a negative change to the probable outcome of PSU performance conditions during the year. For FY22, the change in fair value as of the end of the year reflects a modification to certain PSU awards during the year that remained outstanding and unvested as of the end the year. As of the modification date during FY22, the incremental fair value of such modifications was $2,744,172 for Mr. Herrman and an average of $1,062,462 for our other NEOs, determined under ASC Topic 718. Refer to our 2022 proxy statement for more information about PSU modifications during FY22. The valuation assumptions used to calculate the fair values of PSUs, RSUs, and Mr. Herrman’s career shares award include the stock price and accumulated dividends as of the applicable measuring date and, in the case of PSUs, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the Compensation Committee as of the applicable vesting date). For the change in fair value of stock options during FY21, we used the Black-Scholes option pricing model with corresponding assumptions (risk-free interest rate, dividend yield, expected volatility factor, and expected option life) determined as of the applicable measuring date. Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. (3)The amounts reported in column (f) represent cumulative TSR of the Company under SEC rules from January 31, 2020, the last trading day before the start of FY21, through the last trading day for the applicable fiscal year in the table, assuming reinvestment of dividends. The amounts reported in column (g) represent the peer group TSR under SEC rules from January 31, 2020, the last trading day before the start of FY21, through the last trading day for the applicable fiscal year in the table, assuming reinvestment of dividends and weighted according to the respective companies’ stock market capitalization. The peer group used for this purpose is the Dow Jones U.S. Apparel Retailers Index (DJUSRA), the same peer group used for purposes of Item 201(e) of Regulation S-K. For more information about the peer group used by the Compensation Committee as part of its decision-making process for FY23, refer to The Role of Our Peer Group in the CD&A. (4)The amounts reported in column (h) represent net income of the Company reported in our Annual Report on Form 10-K for the applicable fiscal year. (5)The amounts reported in column (i) represent MIP Incentive Pre-tax Income: the adjusted pre-tax income performance results under our MIP for the applicable fiscal year or, in the case of FY21, an estimate of adjusted pre-tax income performance results under our MIP had the Compensation Committee established adjusted pre-tax income performance goals for FY21. The Company did not use Incentive Pre-tax Income in its annual MIP program for FY21 but instead established a temporary alternative framework in light of the uncertainty of the pandemic, as discussed in our 2021 proxy statement. MIP Incentive Pre-Tax Income for FY22 and FY23 reflects the definitions and automatic adjustments pre-established by the Compensation Committee for the applicable fiscal year. Refer to Appendix A for information about how MIP Incentive Pre-tax Income was determined based on total segment profit reported in our Annual Report on Form 10-K for each applicable fiscal year. While the Company uses various performance measures under its executive compensation program, Incentive Pre-tax Income is the primary metric in our annual incentive plan and the multi-year cumulative metric in our long-term cash program, and the Company has determined that MIP Incentive Pre-tax Income represents the most important performance measure used by the Company to link “compensation actually paid” to our NEOs to Company performance for FY23 under SEC rules.

  153. ANALYSIS OF INFORMATION IN THE PAY VERSUS PERFORMANCE TABLE

    ANALYSIS OF INFORMATION IN THE PAY VERSUS PERFORMANCE TABLE As discussed in the CD&A, the Company’s executive compensation program emphasizes long-term incentives and a mix of objective financial performance goals that seek to balance growth, profitability, and returns. As a result, any single measure of Company performance for a particular year or period will not necessarily align with “compensation actually paid” (CAP) as calculated under SEC rules. For the periods shown in the Pay Versus Performance table, changes in CAP were primarily driven by equity award values, including changes in stock price for previously-granted equity awards and changes in probable outcomes of performance conditions for previously-granted PSUs. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. CAP and Cumulative TSR: PEO CAP and average NEO CAP varied over the three years presented in the table, while our cumulative TSR increased over this same period. Although we did not use TSR as a financial performance measure within our incentive plans for the years presented in the table, long-term equity incentives under the SIP have been the largest component of total target compensation for our CEO and other NEOs for many years and the value of our long-term equity incentives is designed to align with our TSR performance during each applicable award period. CAP and Net Income: PEO CAP and average NEO CAP varied over the three years presented in the table, while our net income increased over this same period. Although net income is a profit measure with some similarities to Incentive Pre-tax Income and Incentive EPS, we did not use net income as a financial performance measure within our incentive plans for the years presented in the table. Accordingly, there is not a direct relationship between CAP and our net income. CAP and MIP Incentive Pre-tax Income: A portion of PEO CAP and average NEO CAP reflects payouts under our MIP for the applicable fiscal year, including amounts based on MIP Incentive Pre-tax Income for FY23 and FY22, as discussed in the CD&A and in our 2022 proxy statement. Although we used Incentive Pre-tax Income as the primary metric in our annual MIP program for FY23 and FY22, the primary driver of the variation in PEO CAP and average NEO CAP over the three years presented in the table was changes in equity award values under SEC rules as detailed above. We did not use Incentive Pre-tax Income in our annual MIP program for FY21 but instead established a temporary alternative framework in light of the uncertainty of the pandemic, as discussed in our 2021 proxy statement. Cumulative TSR of the Company and Cumulative TSR of the Peer Index: For the periods presented in the table, both our cumulative TSR and the cumulative TSR of the Dow Jones U.S. Apparel Retailers Index (DJUSRA) were positive, with our TSR outperforming the TSR of the DJUSRA for each period shown. Although our Compensation Committee continues to monitor our relative TSR performance as discussed in the CD&A, we did not use our TSR performance versus the TSR performance of the DJUSRA as a financial performance measure within our incentive plans for the years presented in the table. For more information about the peer group used by the Compensation Committee as part of its decision-making process for FY23, refer to The Role of Our Peer Group in the CD&A.

  154. ANALYSIS OF INFORMATION IN THE PAY VERSUS PERFORMANCE TABLE

    | 2023 Proxy Statement | 65 |

  155. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  156. Non-Employee Director Compensation

    Non-Employee Director Compensation

  157. Non-Employee Director Compensation

    | Annual cash retainer | $90,000 | | Annual deferred stock awards (target level) | 185,000 | | Additional annual retainers | | | Audit Committee Chair | 28,000 | | Audit Committee member (other than the Chair) | 15,000 | | Chair of the Subcommittee of the Audit Committee | 26,000 | | Compensation Committee Chair | 23,000 | | Compensation Committee member (other than the Chair) | 10,000 | | Corporate Governance Committee Chair | 20,000 | | Corporate Governance Committee member (other than the Chair) | 8,000 | | Finance Committee Chair | 20,000 | | Finance Committee member (other than the Chair) | 8,000 | | Lead Director | 70,000 |

  158. Non-Employee Director Compensation

    Each non-employee director is eligible for two annual deferred stock awards (including deferred dividend awards) under our SIP. For FY23, the total target value of these deferred stock awards was $185,000. Deferred stock awards are prorated for non-employee directors who are first elected as a director on a date other than the date of the Company’s annual meeting. One of the deferred stock awards vests immediately and is payable with accumulated dividends in stock at the earlier of separation from service as a director or change of control. The second award vests based on a director’s continued service until the annual meeting next following the grant of the award (subject to possible earlier vesting in the event of a change of control if not continued or assumed in the transaction or if a qualifying termination of service as a director occurs following the change of control and prior to the scheduled vesting date), and is payable with accumulated dividends in stock upon vesting or, if an irrevocable advance election is made, at the same time as the first award. In the event that a non-employee director separates from service as a director prior to vesting in the second award, that award is forfeited. Re-deferral of director deferred stock awards may be permitted under the terms of the SIP. Employee directors do not receive separate compensation for their service as directors. Members of the Executive Committee do not receive committee-specific compensation. Directors are reimbursed for customary expenses for attending Board and Committee meetings. Our non-employee directors are eligible to defer their retainers under the ESP (described above in Nonqualified Deferred Compensation Plans) but are not eligible for matching credits. Amounts deferred by directors under the ESP are notionally invested in mutual funds or other market investments. Participating non-employee directors may select a distribution date earlier than retirement from the Board, but no earlier than January 1st of the second year following the year of the deferral. Prior to January 1, 2008, our non-employee directors were eligible to defer their retainers and fees in our GDCP (described above in Nonqualified Deferred Compensation Plans), under which amounts deferred earn interest at a periodically adjusted market-based rate. Amounts deferred under the GDCP on or after January 1, 2005 (and earnings on those amounts) will be distributed under the terms of the ESP, as described above. Amounts deferred under the GDCP prior to January 1, 2005 (and earnings on those amounts) are scheduled to be paid upon or after leaving the Board. As of the end of FY23, Mr. Bennett, Ms. Berkery, and Ms. Nemerov have amounts deferred under the ESP and Mr. Bennett has amounts deferred under the GDCP. We do not provide retirement, health, or life insurance benefits to our non-employee directors.

  159. Non-Employee Director Compensation

    | 66 | The TJX Companies, Inc. |

  160. Director Compensation

    Director Compensation The following table provides compensation information for our non-employee directors for FY23. Information about Mr. Herrman’s and Ms. Meyrowitz’s compensation for FY23 is provided with that of the other NEOs in the CD&A and in the accompanying compensation tables above.

  161. DIRECTOR COMPENSATION FOR FISCAL 2023

    DIRECTOR COMPENSATION FOR FISCAL 2023

  162. DIRECTOR COMPENSATION FOR FISCAL 2023

    | Name | Fees Earned or Paid In Cash(1) | | Stock Awards(2)(3) | | Total | | Zein Abdalla* | | $37,566 | | $185,000 | $222,566 | | José B. Alvarez | | 108,000 | | 185,000 | 293,000 | | Alan M. Bennett | | 178,000 | | 185,000 | 363,000 | | Rosemary T. Berkery | | 128,000 | | 185,000 | 313,000 | | David T. Ching | | 139,000 | | 185,000 | 324,000 | | C. Kim Goodwin | | 113,000 | | 185,000 | 298,000 | | Michael F. Hines | | 126,000 | | 185,000 | 311,000 | | Amy B. Lane | | 125,000 | | 185,000 | 310,000 | | Jackwyn L. Nemerov | | 120,000 | | 185,000 | 305,000 | | John F. O’Brien* | | 168,962 | | 185,000 | 353,962 |

  163. DIRECTOR COMPENSATION FOR FISCAL 2023

    * Mr. Abdalla served on the Board until June 2022 and Mr. O’Brien served on the Board until November 2022. (1)Includes amounts that have been deferred under the ESP, if applicable. (2)Reflects the grant date fair value of annual deferred share awards totaling $185,000, determined in accordance with ASC Topic 718, disregarding the effect of estimated forfeitures and valued based on the closing price of our common stock on the NYSE on the grant date. (3)The following table shows the number of shares subject to outstanding stock awards for our non-employee directors as of January 28, 2023:

  164. DIRECTOR COMPENSATION FOR FISCAL 2023

    | Name | Outstanding Stock Awards* | | José B. Alvarez | 7,873 | | Alan M. Bennett | 112,288 | | Rosemary T. Berkery | 8,642 | | David T. Ching | 68,569 | | C. Kim Goodwin | 5,322 | | Michael F. Hines | 114,335 | | Amy B. Lane | 93,153 | | Jackwyn L. Nemerov | 22,524 |

  165. DIRECTOR COMPENSATION FOR FISCAL 2023

    * Includes awards of 1,515 deferred shares for each non-employee director that are unvested as of the end of FY23 and scheduled to vest on the day before the 2023 Annual Meeting.

  166. DIRECTOR COMPENSATION FOR FISCAL 2023

    | 2023 Proxy Statement | 67 |