DEF 14A of TJX Companies Inc /De/, Apr 25, 2024

DEF 14A of TJX Companies Inc /De/

Filed Apr 25, 2024 · FY20240000109198-24-000023

Open on EDGAR

  1. DIRECTOR NOMINEE COMPOSITION

    DIRECTOR NOMINEE COMPOSITION

  2. DIRECTOR NOMINEE COMPOSITION

    | Independence | | | | Tenure | | | | | | | | | | | | | | | | | | | | n | 0-5 years: 4 directors | | | | | | | | n | 6-10 years: 2 directors | | | | | | | | n | 11-15 years: 0 directors | | | | | | | | n | 16+ years: 4 directors | | 8 out of 10 director nominees are independent | | | | Our nominees reflect a range of tenures | | | | | Female Nominees | Nominees from Underrepresented Group | | | | Diversity | | | | | | | | | | | | | | | n | Asian | | | | | | | | n | Black/African-American | | | | | | | | n | Hispanic/Latinx | | | | | | | | n | LGBTQ+ | | | | | | 5 out of 10 director nominees are women | 4 out of 10 director nominees are members of an underrepresented group* | | | | 7 out of 10 director nominees are women and/or members of an underrepresented group* | | |

  3. DIRECTOR NOMINEE COMPOSITION

    * based on self-identification

  4. DIRECTOR NOMINEE COMPOSITION

    | 2024 Proxy Statement | 5 |

  5. OUR DIRECTOR NOMINEES

    OUR DIRECTOR NOMINEES 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 2023 except for Mr. Wagner, who was elected by the Board in September 2023 after being recommended to the Board by one of our independent directors. Each nominee brings expertise, a knowledge of our business, and a valuable perspective to support the long-term success of our business. We have highlighted qualifications of our director nominees in the individual biographies below. Please also see Director Qualifications above and Other Board Practices below for additional information about the skills of our director nominees, how we assess our nominees, and how we consider overall Board composition.

  6. OUR DIRECTOR NOMINEES

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

  7. OUR DIRECTOR NOMINEES

    Experience and Qualifications: Mr. Alvarez, 61, 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.

  8. OUR DIRECTOR NOMINEES

    | | Alan M. Bennett | | | Director since 2007 Independent Lead Director Member of Compensation Committee and Corporate Governance Committee |

  9. OUR DIRECTOR NOMINEES

    Experience and Qualifications: Mr. Bennett, 73, 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.

  10. OUR DIRECTOR NOMINEES

    | 8 | The TJX Companies, Inc. |

  11. OUR DIRECTOR NOMINEES

    | | Rosemary T. Berkery | | | Director since 2018 Chair of Compensation Committee Member of Audit and Finance Committee |

  12. OUR DIRECTOR NOMINEES

    Ms. Berkery, 71, 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.

  13. OUR DIRECTOR NOMINEES

    | | David T. Ching | | | Director since 2007 Chair of the IT Subcommittee of the Audit and Finance Committee Member of Audit and Finance Committee and Corporate Governance Committee |

  14. OUR DIRECTOR NOMINEES

    Experience and Qualifications: Mr. Ching, 71, 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.

  15. OUR DIRECTOR NOMINEES

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

  16. OUR DIRECTOR NOMINEES

    Experience and Qualifications: Ms. Goodwin, 64, 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.

  17. OUR DIRECTOR NOMINEES

    | 2024 Proxy Statement | 9 |

  18. OUR DIRECTOR NOMINEES

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

  19. OUR DIRECTOR NOMINEES

    Mr. Herrman, 63, 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.

  20. OUR DIRECTOR NOMINEES

    | | Amy B. Lane | | | Director since 2005 Chair of Audit and Finance Committee |

  21. OUR DIRECTOR NOMINEES

    Experience and Qualifications: Ms. Lane, 71, 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.

  22. OUR DIRECTOR NOMINEES

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

  23. OUR DIRECTOR NOMINEES

    Experience and Qualifications: Ms. Meyrowitz, 70, 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.

  24. OUR DIRECTOR NOMINEES

    | 10 | The TJX Companies, Inc. |

  25. OUR DIRECTOR NOMINEES

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

  26. OUR DIRECTOR NOMINEES

    Ms. Nemerov, 72, 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.

  27. OUR DIRECTOR NOMINEES

    | | Charles F. Wagner, Jr. | | | Director since 2023 Member of Audit and Finance Committee |

  28. OUR DIRECTOR NOMINEES

    Experience and Qualifications: Mr. Wagner, 56, has served as Executive Vice President and Chief Financial Officer of Vertex Pharmaceuticals, Inc. since 2019, where he oversees a range of functions including accounting, finance, internal audit, investor relations, business development, and global security and facilities. Prior to joining Vertex, from 2015 until 2019, Mr. Wagner was Executive Vice President, Finance and Chief Financial Officer at Ortho Clinical Diagnostics, which he joined after serving in several senior financial roles in the life sciences and other industries. Mr. Wagner's ongoing role as a senior financial executive and his many years of experience overseeing various aspects of corporate operations, IT functions, and business growth and strategy provide him with strong business judgement, experience in risk assessment and management, and expertise in considering corporate strategies.

  29. OUR DIRECTOR NOMINEES

    | 2024 Proxy Statement | 11 |

  30. 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.

  31. 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. We require 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 and Finance 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 2023 Annual Meeting were in attendance. Stock Ownership. Directors are subject to stock ownership guidelines as detailed in our Corporate Governance Principles. |

  32. MAJORITY VOTING FOR ELECTION OF DIRECTORS

    | 18 | The TJX Companies, Inc. |

  33. 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 any employment and other agreements with such officers; •overseeing the administration of our incentive plans and other compensatory plans and funding arrangements; •overseeing the administration of the Company's Policy for Recovery of Executive Officer Incentive Compensation; •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;

  34. Growth Rate

    | n | TJX | n | FY24 Peer Group Average* | n | S&P 500 Index |

  35. Growth Rate

    * See Appendix A of this proxy statement for notes on comparable store sales and a reconciliation for adjusted diluted EPS. For more information about our FY24 peer group refer to The Role of Our Peer Group below.

  36. FY24 TOTAL TARGET COMPENSATION PAY MIX

    FY24 TOTAL TARGET COMPENSATION PAY MIX For FY24, our executive compensation program continued to emphasize long-term performance vehicles, which represented the largest component of total target compensation for our NEOs, and a balanced mix of cash and equity-based awards, as shown in the charts below. Total target compensation includes base salary, annual incentives under our Management Incentive Plan (MIP), long-term equity incentives in the form of performance share units (PSUs) and restricted stock units (RSUs), and long-term cash incentives under our Long Range Performance Incentive Plan (LRPIP). The elements of our program are discussed further on the following pages.

  37. FY24 PERFORMANCE MEASURES

    FY24 PERFORMANCE MEASURES Our incentive plan goals are comprised of 100% objective financial metrics that are intended to align with our long-term business strategy and provide a mix of financial performance measures that seek to balance growth, profitability, and returns.

  38. FY24 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 aligned with our broad-based incentive programs and One TJX approach to global incentives | •Exclusive metric in our annual MIP program, with a target that is aligned with our annual operating plan •Multi-year cumulative metric in our LRPIP program that is based on our long-range growth plans | | 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 | | Return on Invested Capital (ROIC) | •Reinforces attention to capital investments and generating appropriate returns | •Secondary measure in our PSU program •Used as downward-only modifier |

  39. FY24 PERFORMANCE MEASURES

    | 30 | The TJX Companies, Inc. |

  40. CEO TOTAL TARGET COMPENSATION

    CEO TOTAL TARGET COMPENSATION The chart below shows our total target compensation for our CEO for FY24, as compared to FY22 and FY23. Our CEO’s total target compensation continues to reflect a meaningful emphasis on variable pay and long-term equity incentives. Approximately 65% of our CEO’s total target long-term incentive (LTI) opportunities for FY23-25 and FY24-26 are performance-based (PSUs and LRPIP), compared to 57% for FY22-24. Refer to Long-Term Incentive Awards below for more information about our LTI mix. For our other NEOs, target compensation for FY24 is discussed below.

  41. FY24 INCENTIVE PLAN PERFORMANCE

    FY24 INCENTIVE PLAN PERFORMANCE Our very strong performance in FY24 resulted in above-target payouts for FY24 annual incentives and contributed to above-target payouts for FY22-24 long-term incentives, as summarized below and discussed further on the following pages. No discretionary adjustments were made to the pre-established financial performance goals for these cycles.

  42. FY24 INCENTIVE PLAN PERFORMANCE

    | FY24 Annual incentive payout | 169.9% (MIP) | Based on achievement of above-target MIP Incentive Pre-Tax Income performance for FY24 | | FY22-24 Long-term incentive payouts | 171.1% (PSUs) | Based on achievement of above-target Incentive EPS growth and Incentive ROIC for FY22-24 | | | 128.9% (LRPIP) | Based on achievement of above-target LRPIP Incentive Pre-Tax Income performance results for FY22-24 |

  43. FY24 INCENTIVE PLAN PERFORMANCE

    | 2024 Proxy Statement | 31 |

  44. OUR COMPENSATION POLICIES AND PRACTICES

    | What We Do | What We Don't Do | | Pay for performance, with incentive payouts based on the achievement of objective financial performance results Stock ownership guidelines for our executive officers and non-employee directors Clawback policy and other recoupment provisions and post-employment non-competition and other covenants applicable to our executive officers Regular engagement with shareholders on a range of topics Robust and deliberate decision-making process Independent compensation consultant | 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 and non-employee directors No payout of dividends on unearned stock awards |

  45. FY24 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 •Encourage engagement, teamwork, and collaboration as One TJX | | | Long-Term 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 | | | Long-Term 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 |

  46. INCENTIVE PLAN GOAL SETTING

    INCENTIVE PLAN GOAL SETTING Each year, the 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: •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. 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.

  47. INCENTIVE PLAN GOAL SETTING

    | Robust goal-setting process | | The Committee believes our incentive plan goals strike an appropriate balance between driving the execution of our business and encouraging long-term investments to support our growth. The objective performance targets for our incentive plans are tied to our strategic planning process for the next fiscal year or long-term period, as applicable, and are derived from annual and multi-year business plans that are reviewed with and overseen by the Board. Our incentive plan targets are generally set at levels that align with the annual financial guidance we provide to investors at the start of the performance period. This process has led to: •an annual incentive target for FY24 set above prior year actual results, even after accounting for the estimated benefit of the FY24 53rd week; and •long-term performance targets (including a new EPS growth goal) based on our long-term growth plans for the three-year performance cycle beginning in FY24. |

  48. INCENTIVE PLAN GOAL SETTING

    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 adjustments related to such metrics to better align our incentive plans with how we evaluate our business operations 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; and automatic adjustments for certain contingent events including, for example, unplanned changes in accounting standards, acquisitions, or dispositions. 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 performance periods ending in FY24. 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 FY24, 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.

  50. Key Features of FY24 MIP

    Key Features of FY24 MIP •Broad-based program that extends throughout our global organization, emphasizing team-based execution of our business strategies •Payouts based 100% on Company financial performance goals •200% maximum payout limit applied to all awards

  51. FY24 MIP Performance Goals and Results

    FY24 MIP Performance Goals and Results For FY24 MIP, the Committee determined that MIP Incentive Pre-tax Income would be an appropriate and effective performance goal to motivate, focus, and reward operational performance across the Company. At the start of FY24, 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 FY24 was above the actual result under MIP for FY23, even after accounting for the estimated benefit of the FY24 53rd week. After the end of FY24, the Committee evaluated Company performance against the MIP performance goals, as summarized below:

  52. FY24 MIP Performance Goals and Results

    | FY24 MIP Incentive Pre-Tax Income* | Threshold | Target | Maximum | Actual | | Performance goal | $4,311,644 | $5,748,917 | $6,707,100 | $6,418,494 | | Percentage of target | 75% | 100% | 117% | 111.6% | | Payout (as a % of target) | 0% | 100% | 200% | 169.9% |

  53. FY24 MIP Performance Goals and Results

    * MIP Incentive Pre-tax Income is shown in thousands. FY24 was a 53-week year. MIP Incentive Pre-Tax Income goals and results for FY24 reflected the definitions and automatic adjustments pre-established by the Committee in March 2023. 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 FY24. After the close of FY24 and its review of the objective financial performance results described above, the Committee approved a payout of 169.9% of the target MIP award opportunities for our NEOs.

  54. FY24 MIP Award Opportunities and Payouts

    FY24 MIP Award Opportunities and Payouts Each NEO has a target award opportunity under the MIP that is 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 FY24 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. Klinger, the FY24 target MIP opportunity as a percentage of base salary did not increase over FY23. Mr. Klinger's MIP target opportunity was increased in connection with his promotion effective at the start of FY24, as noted above. The FY24 MIP award earned by each NEO was determined by applying the MIP payout percentage of 169.9% to the individual’s target award opportunity, as shown below.

  55. FY24 MIP Award Opportunities and Payouts

    | | Target MIP (as a % of Base Salary) | Target MIP* (as a $ amount) | Actual MIP Amount Earned | | Ernie Herrman | 200% | $3,465,389 | $5,887,696 | | John Klinger | 65% | $496,876 | $844,192 | | Carol Meyrowitz | 150% | $1,590,000 | $2,701,410 | | Scott Goldenberg | 90% | $1,011,291 | $1,718,183 | | Douglas Mizzi | 85% | $859,809 | $1,460,816 |

  56. FY24 MIP Award Opportunities and Payouts

    * Target MIP amount is based on actual salary earned during FY24, a 53-week year.

  57. FY24 MIP Award Opportunities and Payouts

    | 34 | The TJX Companies, Inc. |

  58. LONG-TERM INCENTIVE AWARDS

    LONG-TERM INCENTIVE AWARDS Our LTI awards tie a significant portion of our NEOs’ compensation to the Company’s performance over time. We use a mix of long-term incentive (LTI) vehicles to align the interests of our executives with the interests of our shareholders, drive the 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. Our LTI program includes PSU and RSU awards under our shareholder-approved Stock Incentive Plan (SIP) and a performance-based long-term cash award under our LRPIP. Our annual equity awards under the SIP are typically granted at regularly scheduled Committee meetings that are held at approximately the same times each year. No one-time incentive awards were granted to our NEOs during FY24.

  59. LONG-TERM INCENTIVE AWARDS

    | KEY FEATURES OF OUR LTI PROGRAM | | | Performance Share Units (PSUs) | •Payouts based on long-term performance results under objective financial goals that are preset at the start of the 3-year performance period •Maximum payout limits (200% of target) apply to all awards, and no payout if performance is below threshold •Realizable value tied to TJX stock performance | | Restricted Stock Units (RSUs) | •Awards scheduled to vest in full after three years •Realizable value tied to TJX stock performance | | Long Range Performance Incentive Plan (LRPIP) Award | •Payouts based on long-term performance results under objective financial goals that are preset at the start of the 3-year performance period •Maximum payout limits (200% of target) apply to all awards •Part of a broad-based program that extends throughout our global organization |

  60. NEW LONG-TERM INCENTIVE CYCLE (FY24-26)

    NEW LONG-TERM INCENTIVE CYCLE (FY24-26)

  61. NEW LONG-TERM INCENTIVE CYCLE (FY24-26)

    | | FY24 CEO Target LTI Mix | | During FY24, the Committee approved individual LTI award opportunities and the mix of target LTI components, as shown below, based on a variety of factors, including an assessment of overall market competitiveness, contractual obligations, and individual responsibilities at the time of the grant. The Committee seeks to balance an overall emphasis on performance with an appropriate degree of stability within our LTI program. Approximately 65% of our CEO's total target LTI opportunities for FY24-26 are performance-based (PSUs and LRPIP). | |

  62. NEW LONG-TERM INCENTIVE CYCLE (FY24-26)

    The following table shows the FY24 target LTI award values for each of our NEOs:

  63. NEW LONG-TERM INCENTIVE CYCLE (FY24-26)

    | | FY24 PSUs Target Value* | FY24 RSUs Target Value* | FY24-26 LRPIP Target Opportunity | Total Target LTI for FY24-26 | | Ernie Herrman | $6,540,000 | $4,360,000 | $1,700,000 | $12,600,000 | | John Klinger | $900,000 | $600,000 | $300,000 | $1,800,000 | | Carol Meyrowitz | $3,000,000 | $2,000,000 | $1,040,000 | $6,040,000 | | Scott Goldenberg | $2,340,000 | $1,560,000 | $500,000 | $4,400,000 | | Douglas Mizzi | $1,800,000 | $1,200,000 | $500,000 | $3,500,000 |

  64. NEW LONG-TERM INCENTIVE CYCLE (FY24-26)

    * See the “Grants of Plan-Based Awards in Fiscal 2024” Table below for information regarding the target number of PSUs and RSUs actually granted.

  65. NEW LONG-TERM INCENTIVE CYCLE (FY24-26)

    | 2024 Proxy Statement | 35 |

  66. FY24 PSUs

    FY24 PSUs PSUs granted to our NEOs in FY24 will be earned based on the achievement of FY24-26 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.

  67. FY24 PSUs

    | 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 112% | 200% | |

  68. FY24 PSUs

    (1)Performance level expressed as a percent of target based on Incentive EPS at the end of the FY24-26 performance 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 FY24-26 is aligned with our long range business plan and reflects achievement of a meaningful EPS compound annual growth rate (CAGR) 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 FY24-26 performance goals, including the threshold, target, and maximum levels of Incentive EPS, the target range for Incentive ROIC, and actual performance levels, once the cycle is complete. Refer to Incentive Plan Goal-Setting above for more information.

  69. FY24 RSUs

    FY24 RSUs RSUs granted to our NEOs during FY24 are scheduled to vest in full during FY27 (April 2026). 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.

  70. FY24 LRPIP Awards

    FY24 LRPIP Awards During FY24, the Committee established a new three-year LRPIP Incentive Pre-tax Income target for FY24-26 (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 50% of the performance target and the maximum payout level is achieved if performance is at or above 150% 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 FY24, including the threshold, target, and maximum levels as well as the actual performance level of Incentive Pre-Tax Income, once the applicable performance cycle is complete.

  71. COMPLETED LONG-TERM PERFORMANCE CYCLE (FY22-24)

    COMPLETED LONG-TERM PERFORMANCE CYCLE (FY22-24) PSU and LRPIP goals and awards for the FY22-24 LTI cycle were established by the Committee in March 2021 pursuant to the process described in the Incentive Plan Goal-Setting section set forth above. The Committee determined that the performance goals detailed below were appropriate and effective metrics to motivate, focus, and reward operational performance across the Company over a longer time horizon, and that using goals that are based on aggregate targets for all divisions would promote our team-based approach to achieving our long-term goals. At the beginning of the FY22-24 cycle, the Committee also approved individual PSU awards and LRPIP opportunities based on a variety of factors, including an assessment of overall market competitiveness, mix of compensation elements, contractual obligations, and individual responsibilities at the time of the grant. These goals and awards for the FY22-24 cycle are detailed below.

  72. FY22-24 PSU Performance Goals and Results

    FY22-24 PSU Performance Goals and Results Following the end of the FY22-24 performance period, PSU performance results were approved by the Committee as follows:

  73. FY22-24 PSU Performance Goals and Results

    | FY22-24 Incentive EPS* | Threshold | Target | Maximum | Actual | | Performance goal | $2.18 | $2.91 | $3.88 | $3.60 | | Percentage of target | 75% | 100% | 133% | 123.7% | | Payout (as a % of target) | 25% | 100% | 200% | 171.1% |

  74. FY22-24 PSU Performance Goals and Results

    * Incentive EPS goals and results for FY22-24 PSUs reflected the definitions and automatic adjustments for the FY22-24 performance period pre-established by the Committee in March 2021. Refer to Appendix A for information about how Incentive EPS was determined based on diluted EPS reported in our Annual Report on Form 10-K for FY24.

  75. FY22-24 PSU Performance Goals and Results

    | FY22-24 Incentive ROIC* | Below target | Target | Actual | | Performance goal (3-year average) | <=21% | >21% | 32.2% | | Modification to payout | Reduce payout by 20% | No modification | No modification |

  76. FY22-24 PSU Performance Goals and Results

    * Incentive ROIC goals and results for FY22-24 PSUs reflected the definitions and automatic adjustments for the FY22-24 performance period pre-established by the Committee in March 2021. Refer to Appendix A for information about how Incentive ROIC was determined for FY22-24.

  77. FY22-24 PSU Target Awards and Payouts

    FY22-24 PSU Target Awards and Payouts The actual number of PSUs earned for each individual after the end of FY24 is the target award for the cycle multiplied by the total payout percentage of 171.1%, as shown below:

  78. FY22-24 PSU Target Awards and Payouts

    | | Number of FY22-24 PSUs at Target | Number of FY22-24 PSUs Earned | | Ernie Herrman | 73,500 | 125,759 | | John Klinger* | 2,789 | 4,772 | | Carol Meyrowitz | 38,151 | 65,277 | | Scott Goldenberg | 27,316 | 46,738 | | Douglas Mizzi | 18,313 | 31,334 |

  79. FY22-24 PSU Target Awards and Payouts

    * Reflects the grant made to Mr. Klinger in his role at the time FY22-24 PSUs were granted in FY22, prior to his promotion to CFO at the start of FY24.

  80. FY22-24 LRPIP Performance Goals and Results

    FY22-24 LRPIP Performance Goals and Results Following the end of the FY22-24 performance period, LRPIP performance results were approved by the Committee as follows:

  81. FY22-24 LRPIP Performance Goals and Results

    | FY22-24 LRPIP Incentive Pre-Tax Income* | Threshold | Target | Maximum | Actual | | Performance goal | $4,940,891 | $14,822,673 | $24,704,455 | $17,678,082 | | Percentage of target | 33% | 100% | 167% | 119.3% | | Payout (as a % of target) | 0% | 100% | 200% | 128.9% |

  82. FY22-24 LRPIP Performance Goals and Results

    * LRPIP Incentive Pre-tax Income is shown in thousands. LRPIP Incentive Pre-Tax Income goals and results for FY22-24 reflected the definitions and automatic adjustments for the FY22-24 performance period pre-established by the 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.

  83. FY22-24 LRPIP Performance Goals and Results

    | 2024 Proxy Statement | 37 |

  84. FY22-24 LRPIP Award Opportunities and Payouts

    FY22-24 LRPIP Award Opportunities and Payouts The actual LRPIP award earned for each individual after the end of FY24 is the target opportunity for the cycle multiplied by the total payout percentage of 128.9%, as shown below:

  85. FY22-24 LRPIP Award Opportunities and Payouts

    | | FY22-24 Target LRPIP Opportunities | FY22-24 LRPIP Actual Award Earned | | Ernie Herrman | $1,600,000 | $2,062,400 | | John Klinger* | $175,000 | $225,575 | | Carol Meyrowitz | $1,040,000 | $1,340,560 | | Scott Goldenberg | $500,000 | $644,500 | | Douglas Mizzi | $400,000 | $515,600 |

  86. FY22-24 LRPIP Award Opportunities and Payouts

    * Reflects the award made to Mr. Klinger in his role at the time FY22-24 LRPIP opportunities were approved in FY22, prior to his promotion to CFO at the start of FY24.

  87. 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 |

  88. 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 because it 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. Although peer group data provides important context for the Committee's compensation decisions, 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, but not limited to, 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.

  89. PEER GROUP EVALUATION CRITERIA

    PEER GROUP EVALUATION CRITERIA The Committee annually assesses the composition of the peer group. In consultation with its independent compensation consultant, 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, and multiple segments; 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.

  90. FY24 PEER GROUP

    FY24 PEER GROUP During FY23, the Committee considered the continued appropriateness of the peer group for purposes of providing context for making compensation decisions for FY24. After consultation with its independent compensation consultant, the Committee determined that the following group of 17 large, publicly traded consumer-oriented companies, which has served as our peer group since FY21, would continue to be appropriate to use for FY24 compensation decisions:

  91. FY24 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 | |

  92. FY24 PEER GROUP

    At the end of FY24, TJX’s revenue, market capitalization, and number of employees was positioned at approximately the 71st, 59th, and 82nd percentile, respectively, within the FY24 peer group.

  93. FY24 PEER GROUP

    | 2024 Proxy Statement | 39 |

  94. THE ROLE OF COMPENSATION CONSULTANTS

    THE ROLE OF COMPENSATION CONSULTANTS The Committee engaged Pearl Meyer to serve as the independent compensation consultant to the Committee for FY24. 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 the structure, strategy, and competitive positioning of compensation for our NEOs, including: •total compensation and the elements of our compensation program (including base salary, annual bonus, long-term cash and equity incentives, and perquisites and other benefits); •annual and long-term incentives, including performance metrics, goals, payout formulas and adjustments, payout determinations, mix of LTI vehicles, terms of incentive awards, and equity program usage; •compensation peer group analysis and competitive positioning of pay elements; •pay versus performance considerations, including relationships between NEO pay and performance relative to our peers (using a range of performance measures and time periods); •terms of employment-related agreements, severance plans, our Dodd-Frank clawback policy and other recoupment provisions, and other executive compensation-related policies, practices and disclosures; •compensation in connection with management succession and transitions, including our CFO transition described above; •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 in 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. Pearl Meyer did not perform any services for TJX other than work for the Compensation Committee as noted above and for the Corporate Governance Committee related to director compensation, as noted in the Director Compensation section below. Pearl Meyer reported directly to the Compensation Committee, which determined the scope and terms of Pearl Meyer’s engagement. During FY24, 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.

  95. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS The Committee has reviewed and approved, after consultation with Pearl Meyer, individual employment agreements with Mr. Herrman, Ms. Meyrowitz, Mr. Goldenberg, and Mr. Mizzi, and an offer letter agreement with Mr. Klinger, which set certain terms of employment, including compensation and benefits. We believe that these 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. Unless terminated earlier in accordance with their terms, our employment agreements with Mr. Herrman and Ms. Meyrowitz continue until February 1, 2025. In February 2024, the employment agreement with Mr. Mizzi was extended for another three-year term and, unless terminated earlier in accordance with its terms, continues until January 30, 2027; and the employment agreement with Mr. Goldenberg was extended in connection with his transition to an executive advisory role and, unless terminated earlier in accordance with its terms, continues until April 25, 2025. The employment and offer letter agreements with each of 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. In connection with his transition to an executive advisory role at the start of FY25, Mr. Goldenberg’s employment agreement includes downward adjustments to his base salary and incentives based on his new role, which includes downward adjustments to his outstanding LRPIP awards, and provides that base salary and incentives may be subject to further adjustment in connection with any mutually agreed adjustments to his employment schedule.

  96. EMPLOYMENT AGREEMENTS

    | 2024 Proxy Statement | 41 |

  97. 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, other than Mr. Klinger, participates in our Executive Severance Plan established in 2018 (the 2018 Severance Plan), and Mr. Klinger participates in our Executive Severance and Change of Control Plan established in 2022 (the 2022 Severance Plan). The 2018 Severance Plan established certain restrictive covenant obligations, and related severance entitlements, for a limited set of TJX executives with employment agreements and is now closed to new participants. Newly promoted executives, including Mr. Klinger, are eligible to participate in the 2022 Severance Plan as approved by the Committee. Both severance plans provide for payments and benefits upon a qualifying termination of employment and include restrictive covenants and other conditions. Change of control benefits are provided to our NEOs, other than Mr. Klinger, under the terms of their employment agreements, and to Mr. Klinger under the terms of the 2022 Severance Plan. 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 below under Compensation Tables. 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.

  98. 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 FY24 (collectively, our named executive officers (NEOs)).

  99. 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 | 2024 | $1,732,695 | $10,900,088 | $7,950,096 | $993,435 | $646,455 | $22,222,769 | | | 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 | | John Klinger(6) EVP, Chief Financial Officer | 2024 | 764,424 | 1,500,041 | 1,069,767 | 138,836 | 103,305 | 3,576,373 | | Carol Meyrowitz Executive Chairman | 2024 | 1,060,000 | 5,000,062 | 4,041,970 | 1,238,589 | 46,550 | 11,387,171 | | | 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 | | Scott Goldenberg(6) SEVP, Finance | 2024 | 1,123,656 | 3,900,047 | 2,362,683 | 94,308 | 323,541 | 7,804,235 | | | 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 | | Douglas Mizzi SEVP, Group President | 2024 | 1,011,540 | 3,000,007 | 1,976,416 | 350,238 | 390,759 | 6,728,960 |

  100. 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. FY24 was a 53-week year, and FY23 and FY22 were 52-week years. (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 FY24 was: Mr. Herrman, $13,080,074; Mr. Klinger, $1,800,080; Ms. Meyrowitz, $6,000,013; Mr. Goldenberg, $4,680,056; and Mr. Mizzi, $3,600,008. The underlying valuation assumptions for equity awards granted during FY24 are further discussed in Note H to our audited financial statements filed with our Annual Report on Form 10-K for FY24. (3)Reflects amounts earned under both MIP and LRPIP. For FY24, MIP amounts were: Mr. Herrman, $5,887,696; Mr. Klinger, $844,192; Ms. Meyrowitz, $2,701,410; Mr. Goldenberg, $1,718,183; and Mr. Mizzi, $1,460,816. For the FY22-24 LRPIP cycle, the amounts were: Mr. Herrman, $2,062,400; Mr. Klinger, $225,575; Ms. Meyrowitz, $1,340,560; Mr. Goldenberg, $644,500; and Mr. Mizzi, $515,600. Unless contributed to or deferred under our 401(k) plan or ESP, as applicable, FY24 amounts earned under MIP and LRPIP were paid in calendar 2024. (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 FY24, the change in pension values for each NEO reflects increases in assumed interest rates compared to FY23. The benefit formulas under our pension plan and our SERP did not change in FY24. For FY23, Mr. Herrman and Mr. Goldenberg had negative changes in the present value of pension benefits of ($332,920) and ($99,628), 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. Refer to Pension Benefits below for more information. Our NEOs did not receive above-market or preferential earnings on non-tax qualified deferred compensation. (5)The table below provides additional details about the amounts listed under All Other Compensation for FY24, a 53-week year. Perquisites and other personal benefits are valued on the basis of the aggregate incremental cost to the Company.

  101. SUMMARY COMPENSATION TABLE

    | 44 | The TJX Companies, Inc. |

  102. SUMMARY COMPENSATION TABLE

    | Name | Employer Contributions or Credits Under Savings Plans(a) | Company Paid Amounts for Life Insurance(b) | Automobile Benefit | Other Perquisites and Personal Benefits(c) | Total All Other Compensation | | Ernie Herrman | $604,971 | $1,890 | $36,594 | $3,000 | $646,455 | | John Klinger | 56,893 | 1,890 | 36,594 | 7,928 | 103,305 | | Carol Meyrowitz | 5,066 | 1,890 | 36,594 | 3,000 | 46,550 | | Scott Goldenberg | 282,057 | 1,890 | 36,594 | 3,000 | 323,541 | | Douglas Mizzi | 254,345 | 1,890 | 36,594 | 97,930 | 390,759 |

  103. 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. (c)Reflects financial planning reimbursement for FY24, if any, plus, for Mr. Klinger and Mr. Mizzi, the cost of tax assistance services under our global mobility program in connection with their prior international assignments for the Company. For Mr. Mizzi, this amount also includes tax equalization benefits of $73,313 under our tax equalization policy in connection with additional taxes payable in respect of his compensation as a result of his prior international assignment. Our NEOs did not receive Company-paid executive health assessments, data privacy services or home security costs in FY24. (6)As part of our succession planning process, discussed above in the CD&A, Mr. Klinger was promoted to Senior Executive Vice President, Chief Financial Officer as of the beginning of FY25. Mr. Goldenberg served as Senior Executive Vice President, Finance through the end of FY24 and, as of the beginning of FY25, transitioned to an executive advisory role. Our NEOs were entitled under their employment or offer letter agreements, as applicable, to participate in the SIP, MIP, and LRPIP and during FY24 received cash incentives and equity incentives pursuant to these plans. As described under Employment Agreements in the CD&A, the employment agreements with Mr. Herrman and Ms. Meyrowitz 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; a specified company match under the ESP for Mr. Herrman; and annual stock awards with a total grant date value of $5 million for Ms. Meyrowitz. 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 FY24. All of our NEOs except Ms. Meyrowitz received company credits under the ESP and were eligible to participate in our alternative SERP benefit for FY24. Ms. Meyrowitz participated in our primary SERP benefit. Our NEOs were also entitled to participate in fringe benefit plans and programs made available to executives generally.

  104. SUMMARY COMPENSATION TABLE

    | 2024 Proxy Statement | 45 |

  105. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 The following table reports potential payouts under our cash incentive awards and reports stock awards for our NEOs that were granted during FY24:

  106. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | 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) | | | $3,465,389 | $6,930,778 | | | | | | | | | LRPIP(4) | | | 1,700,000 | 3,400,000 | | | | | | | | | PSUs(5) | 3/28/23 | | | | 21,454 | 85,816 | 171,632 | | | | $6,540,037 | | RSUs(6) | 3/28/23 | | | | | | | 57,211 | | | 4,360,050 | | John Klinger | | | | | | | | | | | | | MIP(3) | | | 496,876 | 993,752 | | | | | | | | | LRPIP(4) | | | 300,000 | 600,000 | | | | | | | | | PSUs(5) | 3/28/23 | | | | 2,953 | 11,810 | 23,620 | | | | 900,040 | | RSUs(6) | 3/28/23 | | | | | | | 7,873 | | | 600,001 | | Carol Meyrowitz | | | | | | | | | | | | | MIP(3) | | | 1,590,000 | 3,180,000 | | | | | | | | | LRPIP(4) | | | 1,040,000 | 2,080,000 | | | | | | | | | PSUs(5) | 3/28/23 | | | | 9,841 | 39,365 | 78,730 | | | | 3,000,007 | | RSUs(6) | 3/28/23 | | | | | | | 26,244 | | | 2,000,055 | | Scott Goldenberg | | | | | | | | | | | | | MIP(3) | | | 1,011,291 | 2,022,581 | | | | | | | | | LRPIP(4) | | | 500,000 | 1,000,000 | | | | | | | | | PSUs(5) | 3/28/23 | | | | 7,676 | 30,705 | 61,410 | | | | 2,340,028 | | RSUs(6) | 3/28/23 | | | | | | | 20,470 | | | 1,560,019 | | Douglas Mizzi | | | | | | | | | | | | | MIP(3) | | | 859,809 | 1,719,618 | | | | | | | | | LRPIP(4) | | | 500,000 | 1,000,000 | | | | | | | | | PSUs(5) | 3/28/23 | | | | 5,905 | 23,619 | 47,238 | | | | 1,800,004 | | RSUs(6) | 3/28/23 | | | | | | | 15,746 | | | 1,200,003 |

  107. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    (1)Non-Equity Incentive Plan amounts above reflect short-term cash incentives granted under 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, $76.21. 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 FY24. See footnote 2 to the Summary Compensation Table above. (3)Reflects award opportunities under the FY24 MIP. Target MIP amount is based on actual salary earned during FY24, a 53-week year. Actual amounts earned under the FY24 MIP awards are discussed in the CD&A and footnote 3 to the Summary Compensation Table. (4)Reflects award opportunities under the FY24-26 LRPIP cycle, as discussed in the CD&A under New Long-Term Incentive Cycle (FY24-26). (5)Reflects FY24-26 PSUs granted under the SIP, as discussed in the CD&A under New Long-Term Incentive Cycle (FY24-26). (6)Reflects FY24 RSUs granted under the SIP, as discussed in the CD&A under New Long-Term Incentive Cycle (FY24-26). In FY24, 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 FY24, 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 Incentive EPS growth and Incentive ROIC targets for the FY24-26 cycle, as described in the CD&A. The entire unvested award is forfeited if achievement is below the threshold performance vesting level. The RSUs granted in FY24 have service-based vesting conditions that are satisfied by continuous employment through April 10, 2026 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.

  108. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | 46 | The TJX Companies, Inc. |

  109. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END The following table provides information on outstanding option and stock awards held as of February 3, 2024 by our NEOs:

  110. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 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 | | | | | | 363,819 | $35,475,991 | | | | | | | | | | | | 382,600 | $37,307,326 | | John Klinger | 7,340 | — | — | $53.98 | 9/17/2028 | | | | | | | | | | | | 28,087 | 2,738,763 | | | | | | | | | | | | 33,054 | 3,223,096 | | Carol Meyrowitz | | | | | | 160,396 | 15,640,214 | | | | | | | | | | | | 175,506 | 17,113,590 | | Scott Goldenberg | | | | | | 118,557 | 11,560,493 | | | | | | | | | | | | 136,894 | 13,348,534 | | Douglas Mizzi | 20,540 | — | — | 37.52 | 9/15/2026 | | | | | | | 21,040 | — | — | 36.61 | 9/14/2027 | | | | | | | | | | | | 83,956 | 8,186,550 | | | | | | | | | | | | 105,304 | 10,268,193 |

  111. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 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 February 2, 2024 (the last business day of FY24), which was $97.51. (3)The stock awards in this column include outstanding RSUs with service-based vesting conditions, PSUs with FY22-24 performance goals, 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 February 3, 2024:

  112. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

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  113. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | Name | Category | Number of Unvested Shares/Units | Vesting Date | | Ernie Herrman | FY22-24 PSU | 125,759 | 4/2/2024 | | | RSU | 71,442 | 4/10/2024 | | | RSU | 69,303 | 4/10/2025 | | | RSU | 57,211 | 4/10/2026 | | | Career Shares | 20,052 | Last day of FY25 | | | Career Shares | 20,052 | Last day of FY26 | | John Klinger | FY22-24 PSU | 4,772 | 4/2/2024 | | | RSU | 8,367 | 4/10/2024 | | | RSU | 7,075 | 4/10/2025 | | | RSU | 7,873 | 4/10/2026 | | Carol Meyrowitz | FY22-24 PSU | 65,277 | 4/2/2024 | | | RSU | 37,083 | 4/10/2024 | | | RSU | 31,792 | 4/10/2025 | | | RSU | 26,244 | 4/10/2026 | | Scott Goldenberg | FY22-24 PSU | 46,738 | 4/2/2024 | | | RSU | 26,552 | 4/10/2024 | | | RSU | 24,797 | 4/10/2025 | | | RSU | 20,470 | 4/10/2026 | | Douglas Mizzi | FY22-24 PSU | 31,334 | 4/2/2024 | | | RSU | 17,801 | 4/10/2024 | | | RSU | 19,075 | 4/10/2025 | | | RSU | 15,746 | 4/10/2026 |

  114. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    Service-based vesting conditions for RSUs will be satisfied by continued employment through the applicable vesting date. For FY22-24 PSUs, service-based vesting conditions were satisfied as of the end of FY24, and the shares reported were the actual amount earned for the period as discussed under Completed Long-Term Performance Cycle (FY22-24) in the CD&A above and approved by the Compensation Committee on April 2, 2024. 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 FY23 with FY23-25 performance goals and PSUs granted in FY24 with FY24-26 performance goals. The number of shares reported in this column assumes the maximum level of performance (payout at 200%) for PSUs granted in each of FY23 and FY24, in accordance with SEC requirements. Actual payout for PSUs could range from 0% to 200% of the target award depending on performance results. Performance-based vesting conditions for PSUs granted in FY24 are discussed 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.

  115. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

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  116. OPTION EXERCISES AND STOCK AWARDS VESTED DURING FISCAL 2024

    OPTION EXERCISES AND STOCK AWARDS VESTED DURING FISCAL 2024 The following table provides information relating to option exercises and stock award vesting for our NEOs during FY24:

  117. OPTION EXERCISES AND STOCK AWARDS VESTED DURING FISCAL 2024

    | | 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 | 86,440 | $4,072,035 | 138,121 | $10,662,423 | | John Klinger | — | — | 12,998 | 1,018,783 | | Carol Meyrowitz | — | — | 74,168 | 5,733,340 | | Scott Goldenberg | — | — | 50,174 | 3,872,991 | | Douglas Mizzi | 21,240 | 1,125,324 | 34,456 | 2,657,944 |

  118. OPTION EXERCISES AND STOCK AWARDS VESTED DURING FISCAL 2024

    (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 (20,052 shares) that vested at the end of FY24 and for which delivery has been deferred as described below under Nonqualified Deferred Compensation Plans. For NEOs eligible for special service retirement, this amount includes the following shares withheld from RSU awards during FY24 to cover tax obligations in connection with retirement vesting: Mr. Herrman, 2,086 shares; Ms. Meyrowitz, 1,020 shares; Mr. Goldenberg, 761 shares; and Mr. Mizzi, 545 shares.

  119. 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 FY24. Under our Retirement Plan, participants accrue a pension benefit payable following 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 ($157,000 in calendar 2024 and $152,000 in calendar 2023) 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, $330,000 in 2023, 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. Distribution options for vested participants include annuity options or, for a limited period of time following termination of employment, an immediate lump sum payment of actuarially equivalent value. 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 or domestic partner. 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 or domestic partner.

  120. PENSION BENEFITS

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  121. PENSION BENEFITS FOR FISCAL 2024

    PENSION BENEFITS FOR FISCAL 2024 The following table provides information on pension benefits for our NEOs eligible for these benefits as of February 3, 2024. All of our NEOs are fully vested in their Retirement Plan and SERP benefits.

  122. PENSION BENEFITS FOR FISCAL 2024

    | 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 | 34 | | $925,886 | — | | | SERP (Alternative) | 34 | | 9,730,925 | — | | John Klinger | Retirement Plan | 22 | | 490,368 | — | | | SERP (Alternative) | 22 | | 577,764 | — | | Carol Meyrowitz | Retirement Plan | 37 | | 977,798 | — | | | SERP (Primary) | 20 | | 41,839,070 | — | | Scott Goldenberg | Retirement Plan | 31 | | 846,083 | — | | | SERP (Alternative) | 31 | | 2,731,626 | — | | Douglas Mizzi | Retirement Plan | 29 | | 734,314 | — | | | SERP (Alternative) | 29 | | 2,049,601 | — |

  123. PENSION BENEFITS FOR FISCAL 2024

    (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 FY24, including a post-retirement mortality assumption based on the sex distinct PRI-2012 Tables projected generationally with Scale MP-2021 from 2012 for annuity payments and unisex IRS-prescribed mortality and interest assumptions for lump sum payments. For our SERP, consistent with the assumptions used to determine the values in our Annual Report on Form 10-K for FY24, 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 3.97% 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.

  124. 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 FY24 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 FY24 under plan terms. Eligible participants are also entitled to supplemental employer credits. For calendar 2023, the potential match was a percentage (150% for Mr. Herrman, 100% for Mr. Goldenberg and Mr. Mizzi, and 20% for Mr. Klinger) of eligible deferrals under ESP, plus an additional performance-based match (up to 200% for Mr. Herrman, up to 150% for Mr. Goldenberg and Mr. Mizzi, and up to 50% for Mr. Klinger) based on FY24 MIP performance results. Our NEOs (other than Ms. Meyrowitz) earned an additional performance-based match under ESP at the maximum level, based on FY24 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.

  125. NONQUALIFIED DEFERRED COMPENSATION PLANS

    | 50 | The TJX Companies, Inc. |

  126. 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 2023, this rate was 3.00%. 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 or her 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 FY24 is reported above in the Outstanding Equity Awards at Fiscal 2024 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.

  127. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024

    NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024 The following table provides information on FY24 nonqualified deferred compensation plans for our NEOs:

  128. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024

    | 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 | | $173,270 | | $599,905 | | $885,594 | | — | | $14,431,179 | | Career Shares | | — | | 2,084,155 | | 1,768,562 | | — | | 10,421,605 | | John Klinger | | | | | | | | | | | | ESP | | 110,337 | | 51,827 | | 195,873 | | — | | 1,977,870 | | Carol Meyrowitz | | | | | | | | | | | | GDCP | | — | | — | | 22,122 | | — | | 745,312 | | ESP | | — | | — | | 775,373 | | — | | 6,578,892 | | Scott Goldenberg | | | | | | | | | | | | ESP | | 112,366 | | 276,991 | | 579,466 | | — | | 6,516,762 | | Douglas Mizzi | | | | | | | | | | | | ESP(5) | | 101,154 | | 249,279 | | 1,394,179 | | — | | 13,031,449 |

  129. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024

    (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 FY24. ESP amounts include the performance-based credits earned for FY24 but not credited until after the close of FY24. 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 FY24, valued based on the closing price of our common stock on the NYSE on February 2, 2024 (the last business day of FY24), 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 FY24 but not credited until after the close of FY24. (5)For Mr. Mizzi, the aggregate balance under ESP includes notional amounts previously credited under the Canadian Executive Savings Plan in connection with a prior assignment at TJX Canada, and related notional market-based earnings, for which the recordkeeping was transferred to ESP prior to the end of FY24.

  130. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024

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  131. 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 Plans and Employment Agreements. Each of our NEOs in FY24 participated in a Company-sponsored severance plan and was party to an employment or offer letter agreement. Mr. Herrman, Ms. Meyrowitz, Mr. Goldenberg, and Mr. Mizzi participated in our 2018 Severance Plan and Mr. Klinger participated in our 2022 Severance Plan. The terms of these plans and 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 (or, for Mr. Klinger, a period of up 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 Mr. Herrman, Ms. Meyrowitz, Mr. Goldenberg, and Mr. Mizzi, and under the 2022 Severance Plan for Mr. Klinger, a termination for cause generally includes the following, subject to the qualifications set forth in the agreements or plan, as applicable: 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 and plans, 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 the severance plans 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 Mr. Herrman, Ms. Meyrowitz, Mr. Goldenberg, and Mr. Mizzi satisfied the requirements for special service retirement as of the end of FY24 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 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 Mr. Herrman, Ms. Meyrowitz, Mr. Goldenberg, and Mr. Mizzi, a termination occurring on the last day of the employment agreement term under agreements in effect during FY24 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 of Mr. Herrman, Ms. Meyrowitz, Mr. Goldenberg, and Mr. Mizzi would be entitled under his or her employment agreement to receive a lump sum settlement at target of MIP and LRPIP awards for which the performance period or cycle had not ended, and each NEO would be entitled to receive 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 FY24 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.

  132. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | 52 | The TJX Companies, Inc. |

  133. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    •Change of Control Followed by Qualifying Termination (Double-Trigger): 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. In addition, the alternative severance benefits for Mr. Klinger would include a lump sum settlement at target of MIP and LRPIP awards for which the performance period or cycle had not ended, adjusted in the case of MIP awards to reflect his period of service during the year. 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). •No excise tax gross-up payments: Our NEOs would not be entitled to any tax gross-up payment for any “golden parachute” excise tax on change of control benefits under these arrangements, 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” (SSR) benefits described below. As of the end of FY24, each of Mr. Herrman, Ms. Meyrowitz, Mr. Goldenberg, and Mr. Mizzi satisfied the requirements for a special service retirement. Upon retirement, each of our SSR-eligible 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 SSR-eligible 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); each SSR-eligible NEO 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 SSR-eligible NEO 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 FY24. 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, each SSR-eligible NEO 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 would also be eligible for any benefits under ESP and any SERP benefits described above under Pension Benefits. Related Provisions. Under the terms of their employment-related agreements and the severance plans, each NEO agreed to non-solicitation and non-competition provisions that operate during the term of employment and for 24 months thereafter (or, for Mr. Klinger, for up to 24 months thereafter), and to confidentiality provisions during and after employment. Benefits under the employment agreements, the severance plans, 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.

  134. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

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  135. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    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. The following table sets forth aggregate estimated payment obligations to each of our NEOs, assuming that the triggering events had occurred on February 3, 2024, all pursuant to the terms of TJX’s plans and each executive’s employment-related agreement as in effect on such date.

  136. CEO PAY RATIO

    CEO PAY RATIO At the end of FY24, we operated over 4,900 retail stores and employed approximately 349,000 Associates worldwide. Approximately 85% 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 FY24, as reported in the “Total” column of the Summary Compensation Table above, was $22,222,769. In accordance with SEC rules, the median of the annual total compensation of all employees (other than the CEO) was estimated to be $14,857 for FY24, which resulted in an estimated ratio of 1,496:1. To identify the median employee for FY24 in accordance with SEC rules, we included all employees in our global operations as of the last day of FY24, including full-time, part-time, seasonal, and temporary employees, and estimated annual total compensation for all of these employees based on calendar 2023 payroll records in each jurisdiction, converting foreign currencies to U.S. dollars using an average annual exchange rate for calendar 2023. 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 FY24 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.

  137. CEO PAY RATIO

    | 56 | The TJX Companies, Inc. |

  138. 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" (CAP), 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 and Compensation Tables above.

  139. 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) | | 2024 | $22,222,769 | $43,640,917 | $7,374,185 | $13,335,528 | $173.94 | $148.60 | $4,474,000 | $6,418,494 | | 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 |

  140. 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. For FY24, the Non-PEO NEOs included for purposes of calculating the amounts in column (d) and in column (e) are John Klinger, Carol Meyrowitz, Scott Goldenberg, and Douglas Mizzi. For FY21, FY22, and FY23, the Non-PEO NEOs included for purposes of calculating the amounts in column (d) and in column (e) are Scott Goldenberg, Carol Meyrowitz, Richard Sherr, and Kenneth Canestrari. (2)The amounts in column (c) and column (e) represent the CAP amount to Mr. Herrman, and the average CAP amount 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 CAP dollar amount is determined under SEC rules and does not reflect the actual amount of compensation earned by or paid to Mr. Herrman, or our other 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 FY24. 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 CAP amount for FY24:

  141. PAY VERSUS PERFORMANCE

    | Calculation of “Compensation Actually Paid” for FY24 | PEO | Average for Non-PEO NEOs | | Summary Compensation Table (“SCT”) Total reported in column (b) for PEO and in column (d) for non-PEO NEOs | $22,222,769 | $7,374,185 | | Amounts reported in the “Change in Pension Value” column of the SCT (i) | (993,435) | (455,493) | | Pension “service cost” (ii) | 299,613 | 96,939 | | Pension “prior service cost” (iii) | 17,486 | 11,058 | | Amounts reported in the “Stock Awards” column of the SCT (iv) | (10,900,088) | (3,350,039) | | Fair value (as of year end) of equity awards granted during the year that remain unvested at year end (v) | 20,682,978 | 6,356,719 | | Change in fair value (as of vesting date from prior year end) of previously-granted equity awards that vested during the year (vi) | 35,170 | (96,546) | | Change in fair value (as of year end from prior year end) of previously-granted equity awards that remain unvested at year end (vii) | 12,276,424 | 3,398,705 | | CAP reported in column (c) for PEO and in column (e) for Non-PEO NEOs | 43,640,917 | 13,335,528 |

  142. 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 FY24, 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 FY24, using the same methodology as used for our financial statements in accordance with U.S. GAAP. (iii)Reflects the actuarially determined prior service cost, using the same methodology as used for our financial statements in accordance with U.S. GAAP, established under our broad-based pension plan in FY24 to provide for the option of an immediate lump sum payment of actuarially equivalent value for a limited period of time following termination of employment. (iv)Reflects the amounts reported in the “Stock Awards” column of the Summary Compensation Table for FY24. (v)Reflects the year-end fair value of any PSUs or RSUs granted in FY24 that were outstanding and unvested as of the end of FY24. (vi)Reflects the change in fair value as of the vesting date (from the end of FY23) for PSUs, RSUs, and, for Mr. Herrman, his career shares award, or portions thereof, granted in prior years that vested during FY24. 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 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.

  143. PAY VERSUS PERFORMANCE

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  144. PAY VERSUS PERFORMANCE

    (vii)Reflects the change in fair value as of the end of FY24 (from the end of FY23) for any PSUs, RSUs, and, for Mr. Herrman, his career shares award, or portions thereof, granted before FY24 that were outstanding and unvested as of the end of FY24. 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). (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 FY24, 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 COVID-19 pandemic, as discussed in our 2021 proxy statement. MIP Incentive Pre-Tax Income for FY22, FY23, and FY24 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 CAP to our NEOs to Company performance for FY24 under SEC rules.

  145. 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 CAP as calculated under SEC rules. In addition, the Compensation Committee's executive compensation oversight process includes information and advice from its independent compensation consultant about the relationships between pay and performance relative to peers, using a range of financial performance metrics over multiple time periods, as described in the CD&A. 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 four 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 four years presented in the table, while our net income increased over this same period. Although net income is a profit measure that is similar 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.

  146. ANALYSIS OF INFORMATION IN THE PAY VERSUS PERFORMANCE TABLE

    | 58 | The TJX Companies, Inc. |

  147. ANALYSIS OF INFORMATION IN THE PAY VERSUS PERFORMANCE TABLE

    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 FY24, FY23, and FY22, as discussed in the CD&A and in our 2022 and 2023 proxy statements. Although we used Incentive Pre-tax Income as the primary metric in our annual MIP program for FY24, FY23, and FY22, the primary driver of the variation in PEO CAP and average NEO CAP over the four 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 FY24, refer to The Role of Our Peer Group in the CD&A.

  148. ANALYSIS OF INFORMATION IN THE PAY VERSUS PERFORMANCE TABLE

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  149. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  150. Non-Employee Director Compensation at FY24 Year-End

    Non-Employee Director Compensation at FY24 Year-End

  151. Non-Employee Director Compensation at FY24 Year-End

    | Annual cash retainer | $100,000 | | Annual deferred stock awards (target level) | 185,000 | | Additional annual cash retainers | | | Audit and Finance Committee Chair | 40,000 | | Audit and Finance Committee member (other than the Chair) | 15,000 | | Chair of the IT Subcommittee of the Audit and Finance Committee | 26,000 | | Compensation Committee Chair | 30,000 | | 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 | | Lead Director | 70,000 |

  152. Non-Employee Director Compensation at FY24 Year-End

    Each non-employee director is eligible for two annual deferred stock awards (including deferred dividend awards) under our SIP. For FY24, 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 following 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. During FY24, the Board approved an annual cash retainer of $110,000 for each non-employee director, the elimination of additional cash retainers for Committee members, and adjustments to the additional cash retainers for Committee and Subcommittee Chairs and Lead Director, in each case effective as of the start of FY25. The Board also approved a total target grant date value of $200,000 for deferred stock awards that each non-employee director is eligible to receive as of the date of the 2024 Annual Meeting of Shareholders. Changes to non-employee director compensation for FY24 and FY25 were approved based on recommendations of the Corporate Governance Committee and advice from Pearl Meyer regarding market practices and competitive positioning. 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 deferred amounts 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 FY24, Mr. Bennett, Ms. Berkery, Ms. Nemerov, and Mr. Wagner 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.

  153. Non-Employee Director Compensation at FY24 Year-End

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  154. Non-Employee Director Compensation at FY24 Year-End

    Director Compensation The following table provides compensation information for our non-employee directors for FY24. Information about Mr. Herrman’s and Ms. Meyrowitz’s compensation for FY24 is provided with that of the other NEOs in the CD&A and in the accompanying compensation tables above.

  155. DIRECTOR COMPENSATION FOR FISCAL 2024

    DIRECTOR COMPENSATION FOR FISCAL 2024

  156. DIRECTOR COMPENSATION FOR FISCAL 2024

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | Total | | José B. Alvarez | $118,000 | $185,000 | $303,000 | | Alan M. Bennett | 188,000 | 185,000 | 373,000 | | Rosemary T. Berkery | 142,538 | 185,000 | 327,538 | | David T. Ching | 149,000 | 185,000 | 334,000 | | C. Kim Goodwin | 124,297 | 185,000 | 309,297 | | Michael F. Hines* | 48,198 | — | 48,198 | | Amy B. Lane | 138,242 | 185,000 | 323,242 | | Jackwyn L. Nemerov | 130,000 | 185,000 | 315,000 | | Charles F. Wagner, Jr.* | 41,071 | 130,795 | 171,866 |

  157. DIRECTOR COMPENSATION FOR FISCAL 2024

    * Mr. Hines served on the Board until June 2023, and Mr. Wagner joined the Board in September 2023. (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 (or, for Mr. Wagner, prorated deferred share awards granted upon his election to the Board in September 2023), 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 February 3, 2024:

  158. DIRECTOR COMPENSATION FOR FISCAL 2024

    | Name | Outstanding Stock Awards* | | José B. Alvarez | 10,346 | | Alan M. Bennett | 116,378 | | Rosemary T. Berkery | 9,589 | | David T. Ching | 70,443 | | C. Kim Goodwin | 6,217 | | Amy B. Lane | 95,408 | | Jackwyn L. Nemerov | 24,454 | | Charles F. Wagner, Jr. | 1,442 |

  159. DIRECTOR COMPENSATION FOR FISCAL 2024

    * Includes awards of 1,176 deferred shares for each non-employee director (or, for Mr. Wagner, a prorated award of 721 deferred shares) that are unvested as of the end of FY24 and scheduled to vest on the day before the 2024 Annual Meeting.

  160. DIRECTOR COMPENSATION FOR FISCAL 2024

    | 2024 Proxy Statement | 61 |