DEF 14A of TJX Companies Inc /De/, May 1, 2025

DEF 14A of TJX Companies Inc /De/

Filed May 1, 2025 · FY20250000109198-25-000024

Open on EDGAR

  1. TABLE OF CONTENTS

    | COMPENSATION TABLES | 44 | | Summary Compensation Table | 44 | | Grants of Plan-Based Awards in Fiscal 2025 | 46 | | Outstanding Equity Awards at Fiscal 2025 Year-End | 47 | | Option Exercises and Stock Awards Vested During Fiscal 2025 | 48 | | Pension Benefits | 48 | | Nonqualified Deferred Compensation Plans | 50 | | Potential Payments Upon Termination or Change of Control | 52 | | CEO Pay Ratio | 56 | | Pay Versus Performance | 57 | | DIRECTOR COMPENSATION | 59 | | Overview | 59 | | Director Compensation for Fiscal 2025 | 60 | | EQUITY COMPENSATION PLAN INFORMATION | 61 | | STOCK OWNERSHIP | 62 | | Beneficial Ownership | 62 | | VOTING AND MEETING REQUIREMENTS | 64 | | Voting Requirements | 64 | | Voting Your Shares | 64 | | Changing or Revoking Your Proxy | 65 | | Participation in the Annual Meeting | 65 | | Proposals and Nominations for the Next Annual Meeting | 66 | | Other Matters | 66 | | APPENDIX A | 67 |

  2. OVERVIEW OF DIRECTOR NOMINEES

    OVERVIEW OF DIRECTOR NOMINEES

  3. OUR DIRECTOR NOMINEES

    OUR DIRECTOR NOMINEES We believe that all of our nominees possess the professional and personal qualifications necessary for service on our Board. Each nominee was elected to the Board by our shareholders in June 2024 and brings expertise, 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 Overview of Director Nominees, Board Composition and Refreshment, and Governance Policies and Practices for additional information about the skills of our director nominees, how we assess our nominees, and how we consider overall Board composition.

  4. OUR DIRECTOR NOMINEES

    | | José B. Alvarez | | | Director Since: 2020; previously served on Board from 2007 to 2018 Member: Compensation Committee and Corporate Governance Committee |

  5. OUR DIRECTOR NOMINEES

    Experience and Qualifications: •Clinical Professor of Business Administration, Tuck School of Business at Dartmouth (2022 to current) •Senior Lecturer, Harvard Business School (2009 to 2023) •Executive Vice President – Global Business Development, Royal Ahold N.V., now Royal Ahold Delhaize N.V. (2008) •Various key management positions, including Chief Executive Officer and Executive Vice President, Supply Chain and Logistics, Stop & Shop/Giant-Landover (2001 to 2008) •Previously served in various executive positions at Shaw's Supermarkets and American Stores Company (1990 to 2001) Mr. Alvarez, 62, has a long career in the retail industry, including experience as a researcher and educator on the industry, which along with his public company directorships, provide him with deep expertise in global retail chain management, including organizational leadership, store and human capital management, e-commerce, global sourcing and business operations, merchandising, marketing, and strategic planning. Mr. Alvarez served as a director of United Rentals, Inc. from 2009 until May 2024.

  6. OUR DIRECTOR NOMINEES

    | | Alan M. Bennett | | | Director Since: 2007 Independent Lead Director Member: Compensation Committee, Corporate Governance Committee, and Executive Committee |

  7. OUR DIRECTOR NOMINEES

    Experience and Qualifications: •President and Chief Executive Officer, H&R Block, Inc. (2010 to retirement in 2011) •Interim Chief Executive Officer, H&R Block, Inc. (2007 to 2008) •Senior Vice President and Chief Financial Officer and a Member of the Office of the Chairman, Aetna Inc. (2001 to 2007) •Various senior financial management positions, Aetna Inc. (1995 to 2001) •Various senior management roles in finance and sales/marketing, Pirelli Armstrong Tire Corporation (1981 to 1995) •Previously served in various positions at Ernst & Ernst, now Ernst & Young LLP Mr. Bennett, 74, brings leadership and risk management experience through his senior management roles in two large, established financial businesses and public company directorships, as well as financial expertise including financial and capital structure management, taxes, accounting, internal controls, planning, and financial reporting. Mr. Bennett has also been a director of Halliburton Company since 2006 and Fluor Corporation since 2011.

  8. OUR DIRECTOR NOMINEES

    | 2025 Proxy Statement | 7 |

  9. OUR DIRECTOR NOMINEES

    | | Rosemary T. Berkery | | | Director Since: 2018 Chair: Compensation Committee Member: Audit and Finance Committee |

  10. OUR DIRECTOR NOMINEES

    •Chairman, UBS Bank USA and Vice Chairman, UBS Wealth Management Americas (2010 to retirement in 2018) •Chief Executive Officer, UBS Bank USA (2010 to 2015) •Vice Chairman, Merrill Lynch & Co., Inc. (2007 to 2008) •Executive Vice President and General Counsel, Merrill Lynch & Co., Inc. (2001 to 2008) •Previously served in various senior roles at Merrill Lynch & Co., Inc. (1983 to 2008) Ms. Berkery, 72, had a long career as a senior executive in the financial services industry, which provided her with expertise in finance, strategic planning and investment, wealth management, and management of complex global organizations, as well as significant corporate governance experience, including in compliance, regulatory, and risk management oversight. Ms. Berkery has also been a director of Fluor Corporation since 2010.

  11. OUR DIRECTOR NOMINEES

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

  12. OUR DIRECTOR NOMINEES

    Experience and Qualifications: •Consultant, DTC Associates LLC (2013 to current) •Senior Vice President and Chief Information Officer, Safeway Inc. (1994 to 2013) •General Manager, British American Consulting Group (1994) •Previously served in various senior management positions, including Senior Vice President of Information Systems, Lucky Stores Inc. (1979 to 1993) Mr. Ching, 72, brings strong technology and related management experience in the retail industry, providing him with expertise in information systems and security, including risk management and internal controls, technology implementation and operation, reporting, and supply chain distribution in the retail industry.

  13. OUR DIRECTOR NOMINEES

    | | C. Kim Goodwin | | | Director Since: 2020 Member: Audit and Finance Committee and Compensation Committee |

  14. OUR DIRECTOR NOMINEES

    Experience and Qualifications: •Private Investor (2008 to current) •Managing Director and Head of Equities (Global), Asset Management Division, Credit Suisse Group AG (2006 to 2008) •Chief Investment Officer – Equities, State Street Research & Management Co. (2002 to 2005) Ms. Goodwin, 65, is an experienced financial services professional. Her many years of experience in investment and financial services, as well as her years of service as a public company director in various industries, provide Ms. Goodwin with strong analytical skills, business acumen, and experience in risk assessment and management, as well as a deep understanding of financial markets, capital structure and strategic planning and growth. Ms. Goodwin has also been a director of Popular, Inc. since 2011 and General Mills since 2022.

  15. OUR DIRECTOR NOMINEES

    | 8 | The TJX Companies, Inc. |

  16. OUR DIRECTOR NOMINEES

    | | Ernie Herrman | | | Director Since: 2015 Chief Executive Officer and President |

  17. OUR DIRECTOR NOMINEES

    •Chief Executive Officer, TJX (2016 to current) •President, TJX (2011 to current) •Senior Executive Vice President, Group President, Marmaxx, HomeGoods and TJX Canada (2008 to 2011) •President, Marmaxx (2005 to 2008) •Senior Executive Vice President, Chief Operating Officer, Marmaxx (2004 to 2005) •Previously served in various merchandising roles, TJX (1989 to 2004) As Chief Executive Officer and President of TJX, Mr. Herrman, 64, has managed a complex global retail business in a significantly evolving landscape and overseen TJX's near- and long-term strategy, including global expansion 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, organizational management, talent development, business strategy, finance and accounting, innovation, international operations, marketing, real estate, buying, and distribution.

  18. OUR DIRECTOR NOMINEES

    | | Amy B. Lane | | | Director Since: 2005 Chair: Audit and Finance Committee Member: Executive Committee |

  19. OUR DIRECTOR NOMINEES

    Experience and Qualifications: •Managing Director and Group Leader, Global Retailing Investment Banking Group, Merrill Lynch & Co., Inc. (1997 to retirement in 2002) •Managing Director, Retail Industry Investment, Salomon Brothers (1989 to 1996) Ms. Lane, 72, has experience as the leader of two investment banking practices covering the global retailing industry, which has given her substantial experience with financial services, international markets, strategic acquisitions, finance and accounting, capital structure, and divestitures in that industry, as well as leadership, organizational management and strategic planning. Ms. Lane has also been a director of NextEra Energy, Inc. since 2015 and FedEx Corporation since 2022. She served on the board of trustees of Urban Edge Properties, a public company, from 2015 until 2022 and on the board of directors of GNC Holdings, Inc. from 2011 until 2020.

  20. OUR DIRECTOR NOMINEES

    | | Carol Meyrowitz | | | Director Since: 2006 Executive Chairman of the Board Chair: Executive Committee |

  21. OUR DIRECTOR NOMINEES

    Experience and Qualifications: •Executive Chairman of the Board, TJX (2016 to current) •Chairman of the Board, TJX (2015 to 2016); Chief Executive Officer, TJX (2007 to 2016) •President, TJX (2005 to 2011) •Senior Executive Vice President, TJX (2004 to 2005); President, Marmaxx (2001 to 2005); Executive Vice President, TJX (2001 to 2004) •Previously served in various senior management and merchandising positions, Marmaxx, Chadwick's of Boston and Hit or Miss, former divisions of TJX (1983 to 2001) As Executive Chairman of the Board and through other senior positions held with TJX, Ms. Meyrowitz, 71, has extensive knowledge of and insight into our business, in addition to broad experience in all aspects of off-price retail, including innovation, business strategy, supply chain, distribution and logistics, marketing, real estate, finance and accounting, and international operations.

  22. OUR DIRECTOR NOMINEES

    | 2025 Proxy Statement | 9 |

  23. OUR DIRECTOR NOMINEES

    | | Jackwyn L. Nemerov | | | Director Since: 2016 Chair: Corporate Governance Committee Member: Compensation Committee |

  24. OUR DIRECTOR NOMINEES

    •President and Chief Operating Officer, Ralph Lauren Corporation (2013 to retirement in 2015); member of board of directors 2007-2015) •Executive Vice President, Ralph Lauren Corporation (2004 to 2013) •Previously served in various executive positions in the retail industry, including President and Chief Operating Officer of the Jones Apparel Group (1998 to 2002) Ms. Nemerov, 73, brings extensive retail, brand management, and operations experience, which, along with her related board and management positions in the apparel and retail industry, provide her with corporate governance and risk oversight experience as well as valuable expertise in consumer insights, e-commerce, human capital management, global sourcing and supply chain management, manufacturing, merchandising, and licensing.

  25. OUR DIRECTOR NOMINEES

    | | Charles F. Wagner, Jr. | | | Director Since: 2023 Member: Audit and Finance Committee |

  26. OUR DIRECTOR NOMINEES

    Experience and Qualifications: •Executive Vice President and Chief Financial Officer of Vertex Pharmaceuticals, Inc. (2019 to current) •Executive Vice President, Finance and Chief Financial Officer at Ortho Clinical Diagnostics (2015 to 2019) •Executive Vice President, Finance & Administration and Chief Financial Officer, Bruker Corporation (2012 to 2015) •Executive Vice President, Finance & Administration and Chief Financial Officer, Progress Software (2010 to 2012) •Vice President and Chief Financial Officer, Millipore Corporation (2002 to 2010) •Previously served in various senior financial roles at Bain & Company and Coopers & Lybrand (1990 to 2002) Mr. Wagner, 57, oversees a range of functions including accounting, finance, internal audit, investor relations, business development, and global security and facilities as Executive Vice President and Chief Financial Officer of Vertex. In addition, Mr. Wagner was appointed Chief Operating Officer of Vertex, effective July 1, 2025. Mr. Wagner's ongoing role as a senior financial executive and his many years of experience overseeing various aspects of corporate operations, internal controls, information technology and systems functions, and business growth and strategy provide him with strong business judgment, experience in compliance and risk assessment and management, and expertise in considering corporate strategies.

  27. OUR DIRECTOR NOMINEES

    | 10 | The TJX Companies, Inc. |

  28. 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.

  29. MAJORITY VOTING FOR ELECTION OF DIRECTORS

    | 2025 Proxy Statement | 13 |

  30. FY25 TOTAL TARGET COMPENSATION PAY MIX

    FY25 TOTAL TARGET COMPENSATION PAY MIX For FY25, 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) under our Stock Incentive Plan (SIP), and long-term cash incentives under our Long Range Performance Incentive Plan (LRPIP). The elements of our program are discussed further below.

  31. FY25 PERFORMANCE MEASURES

    FY25 PERFORMANCE MEASURES Our incentive plan goals consist 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.

  32. FY25 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 effective capital deployment and generating meaningful capital returns | •Secondary measure in our PSU program •Used as downward-only modifier |

  33. FY25 PERFORMANCE MEASURES

    | 2025 Proxy Statement | 29 |

  34. CEO TOTAL TARGET COMPENSATION

    CEO TOTAL TARGET COMPENSATION The chart below shows our total target compensation for our CEO for FY25, as compared to FY23 and FY24. Total target compensation for our CEO did not increase from FY23 to FY24. For FY25, after consultation with its independent compensation consultant, the Committee increased the target value of Mr. Herrman’s PSU award and otherwise did not change CEO target compensation compared to FY24. The Committee established CEO total target compensation for FY25 based on a variety of factors, including Mr. Herrman’s sustained performance and leadership since becoming CEO in 2016, a review of overall competitiveness, our continued focus on alignment with shareholders through the use of long-term equity incentives, and other factors described under Our Decision Making Process below. Our CEO’s total target compensation continues to reflect a meaningful emphasis on variable pay and long-term equity incentives, and approximately 70% of our CEO’s total target long-term incentive (LTI) opportunities for FY25-27 are performance-based (PSUs and LRPIP). Refer to Long-Term Incentive Awards below for more information about our LTI mix. For our other NEOs, target compensation for FY25 is discussed below.

  35. FY25 INCENTIVE PLAN PERFORMANCE

    FY25 INCENTIVE PLAN PERFORMANCE Our very strong performance in FY25 resulted in above-target payouts for FY25 annual incentives and contributed to above-target payouts for FY23-25 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.

  36. FY25 INCENTIVE PLAN PERFORMANCE

    | FY25 Annual incentive payout | 152.0% | (MIP) | Based on achievement of above-target MIP Incentive Pre-Tax Income performance for FY25 | | FY23-25 Long-term incentive payouts | 155.9% | (PSUs) | Based on achievement of above-target Incentive EPS growth and Incentive ROIC for FY23-25 | | | 104.7% | (LRPIP) | Based on achievement of above-target LRPIP Incentive Pre-Tax Income performance results for FY23-25 |

  37. FY25 INCENTIVE PLAN PERFORMANCE

    | 30 | The TJX Companies, Inc. |

  38. 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, as applicable, post-employment non-competition and other covenants 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 |

  39. FY25 EXECUTIVE COMPENSATION PROGRAM

    | | Salary | •Provide a base level of compensation to reflect individual roles, responsibilities, and experience, individual performance evaluations, 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 |

  40. 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; •global economic conditions and other external factors (such as market competition, currency volatility, interest rates, 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.

  41. 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 FY25 set above the prior year target and actual results; and •long-term performance targets based on our long-term growth plans for the three-year performance cycle beginning in FY25. In addition, the Committee conducts a regular assessment to review actual pay delivered and performance relative to peers after the close of the applicable performance periods. This additional review further monitors the alignment between pay and performance under our incentive plans over time and is used by the Committee to confirm its view that performance goals were set appropriately when assessed in the context of the broader market. |

  42. INCENTIVE PLAN GOAL SETTING

    | 32 | The TJX Companies, Inc. |

  43. 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. 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 FY25, additional information about our incentive plan measures is included in Appendix A to this proxy statement.

  44. 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 and incentivize our NEOs and other key Associates to achieve annual performance goals established by the Committee and to reward them based on achievement of these performance goals.

  45. Key Features of FY25 MIP

    Key Features of FY25 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

  46. FY25 MIP Performance Goals and Results

    FY25 MIP Performance Goals and Results For FY25 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 FY25, 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 FY25 was above the target and actual result under MIP for FY24. After the end of FY25, the Committee evaluated Company performance against the MIP performance goals, as summarized below:

  47. FY25 MIP Performance Goals and Results

    | FY25 MIP Incentive Pre-Tax Income* | Threshold | Target | Maximum | Actual | | Performance goal | $5,483,452 | $6,580,143 | $7,402,661 | $7,007,747 | | Percentage of target | 83% | 100% | 113% | 106.5% | | Payout (as a % of target) | 0% | 100% | 200% | 152.0% |

  48. FY25 MIP Performance Goals and Results

    * MIP Incentive Pre-Tax Income is shown in thousands. MIP Incentive Pre-Tax Income goals and results for FY25 reflected the definitions and automatic adjustments pre-established by the Committee in March 2024. 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 FY25. After the close of FY25 and its review of the objective financial performance results described above, the Committee approved a payout of 152.0% of the target MIP award opportunities for our NEOs.

  49. FY25 MIP Award Opportunities and Payouts

    FY25 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 FY25 based on a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, individual performance and responsibilities, and contractual obligations, as discussed under Our Decision Making Process below. For Mr. Herrman and Ms. Meyrowitz, the FY25 target MIP opportunity as a percentage of base salary did not increase over FY24. For our other NEOs, taking into account the factors described above, target MIP opportunities were increased for FY25 as part of the Committee's regular compensation review process, and, in the case of Mr. Klinger, in connection with his promotion to SEVP, Chief Financial Officer. The FY25 MIP award earned by each NEO was determined by applying the MIP payout percentage of 152.0% to the individual’s target award opportunity, as shown below.

  50. FY25 MIP Award Opportunities and Payouts

    | | Target MIP (as a % of Base Salary) | Target MIP* (as a $ amount) | | Actual MIP Amount Earned | | | Ernie Herrman | 200% | | $3,400,004 | | $5,168,007 | | John Klinger | 110% | | $907,501 | | $1,379,401 | | Carol Meyrowitz | 150% | | $1,560,000 | | $2,371,200 | | Douglas Mizzi | 110% | | $1,155,848 | | $1,756,889 | | Kenneth Canestrari | 110% | | $1,155,848 | | $1,756,889 |

  51. FY25 MIP Award Opportunities and Payouts

    * Target MIP amount is based on actual salary earned during FY25.

  52. FY25 MIP Award Opportunities and Payouts

    | 34 | The TJX Companies, Inc. |

  53. 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 LTI vehicles to align the longer-term 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 SIP and a performance-based long-term cash award under our LRPIP. No one-time incentive awards were granted to our NEOs during FY25.

  54. 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 |

  55. FY25-27 LONG-TERM INCENTIVE CYCLE

    FY25-27 LONG-TERM INCENTIVE CYCLE

  56. FY25-27 LONG-TERM INCENTIVE CYCLE

    | During FY25, 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, as discussed under Our Decision Making Process below. The Committee seeks to balance an overall emphasis on performance with an appropriate degree of stability within our LTI program. For each of our NEOs, FY25 target LTI award values did not increase compared to FY24, except for Mr. Herrman's target PSU award (as discussed above under CEO Total Target Compensation) and for Mr. Klinger in connection with his promotion to SEVP, Chief Financial Officer. Approximately 70% of our CEO's total target LTI opportunities for FY25-27 are performance-based (PSUs and LRPIP). | FY25 CEO Target LTI Mix | | | |

  57. FY25-27 LONG-TERM INCENTIVE CYCLE

    The following table shows the FY25 target LTI award values for each of our NEOs:

  58. FY25-27 LONG-TERM INCENTIVE CYCLE

    | | FY25 PSUs Target Value* | | FY25 RSUs Target Value* | | FY25-27 LRPIP Target Opportunity | | Total Target LTI for FY25-27 | | | Ernie Herrman | | $8,240,000 | | $4,360,000 | | $1,700,000 | | $14,300,000 | | John Klinger | | $1,740,000 | | $1,160,000 | | $450,000 | | $3,350,000 | | Carol Meyrowitz | | $3,000,000 | | $2,000,000 | | $1,040,000 | | $6,040,000 | | Douglas Mizzi | | $1,800,000 | | $1,200,000 | | $500,000 | | $3,500,000 | | Kenneth Canestrari | | $1,740,000 | | $1,160,000 | | $450,000 | | $3,350,000 |

  59. FY25-27 LONG-TERM INCENTIVE CYCLE

    * See the Grants of Plan-Based Awards in Fiscal 2025 Table below for information regarding the target number of PSUs and RSUs actually granted.

  60. FY25-27 LONG-TERM INCENTIVE CYCLE

    | 2025 Proxy Statement | 35 |

  61. FY25 PSUs

    FY25 PSUs PSUs granted to our NEOs in FY25 will be earned based on the achievement of FY25-27 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.

  62. FY25 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% | |

  63. FY25 PSUs

    (1)Performance level expressed as a percent of target based on Incentive EPS at the end of the FY25-27 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 FY25-27 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 FY25-27 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.

  64. FY25 RSUs

    FY25 RSUs RSUs granted to our NEOs during FY25 are scheduled to vest in full during FY28 (April 2027). 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.

  65. FY25 LRPIP Awards

    FY25 LRPIP Awards During FY25, the Committee established a new three-year LRPIP Incentive Pre-Tax Income target for FY25-27 (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 60% of the performance target and the maximum payout level is achieved if performance is at or above 140% 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 FY25, 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.

  66. COMPLETED LONG-TERM PERFORMANCE CYCLE (FY23-25)

    COMPLETED LONG-TERM PERFORMANCE CYCLE (FY23-25) PSU and LRPIP goals and awards for the FY23-25 LTI cycle were established by the Committee in March 2022 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 FY23-25 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 FY23-25 cycle are detailed below.

  67. FY23-25 PSU Performance Goals and Results

    FY23-25 PSU Performance Goals and Results Following the end of the FY23-25 performance period, PSU performance results were approved by the Committee as follows:

  68. FY23-25 PSU Performance Goals and Results

    | FY23-25 Incentive EPS* | Threshold | Target | Maximum | Actual | | Performance goal | $3.32 | $3.90 = 8.8% CAGR over FY22 baseline of $3.03 | $4.57 | $4.27 = 12.1% CAGR over FY22 baseline of $3.03 | | Percentage of target | 85% | 100% | 117% | 109.5% | | Payout (as a % of target) | 25% | 100% | 200% | 155.9% |

  69. FY23-25 PSU Performance Goals and Results

    * Incentive EPS goals and results for FY23-25 PSUs reflected the definitions and automatic adjustments for the FY23-25 performance period pre-established by the Committee in March 2022. 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 FY25. Percentage of target shown above is based on the target Incentive EPS level that corresponds to the target CAGR goal for FY23-25. Payouts for FY23-25 Incentive EPS were based on achievement of actual Incentive EPS CAGR compared to target CAGR.

  70. FY23-25 PSU Performance Goals and Results

    | FY23-25 Incentive ROIC* | Below target | Target | Actual | | Performance goal (3-year average) | <=21% | >21% | 31.7% | | Modification to payout | Reduce payout by 20% | No modification | No modification |

  71. FY23-25 PSU Performance Goals and Results

    * Incentive ROIC goals and results for FY23-25 PSUs reflected the definitions and automatic adjustments for the FY23-25 performance period pre-established by the Committee in March 2022. Refer to Appendix A for information about how Incentive ROIC was determined for FY23-25.

  72. FY23-25 PSU Target Awards and Payouts

    FY23-25 PSU Target Awards and Payouts The actual number of PSUs earned for each individual after the end of FY25 is the target award for the cycle multiplied by the total payout percentage of 155.9%, as shown below:

  73. FY23-25 PSU Target Awards and Payouts

    | | Number of FY23-25 PSUs at Target | Number of FY23-25 PSUs Earned | | Ernie Herrman | 105,484 | 164,450 | | John Klinger* | 4,717 | 7,354 | | Carol Meyrowitz | 48,388 | 75,437 | | Douglas Mizzi | 29,033 | 45,263 | | Kenneth Canestrari | 28,065 | 43,754 |

  74. FY23-25 PSU Target Awards and Payouts

    * Reflects the grant made to Mr. Klinger in his role at the time FY23-25 PSUs were granted in FY23, prior to his promotion to EVP, CFO at the start of FY24.

  75. FY23-25 LRPIP Performance Goals and Results

    FY23-25 LRPIP Performance Goals and Results Following the end of the FY23-25 performance period, LRPIP performance results were approved by the Committee as follows:

  76. FY23-25 LRPIP Performance Goals and Results

    | FY23-25 LRPIP Incentive Pre-Tax Income* | Threshold | Target | Maximum | Actual | | Performance goal | $6,165,412 | $18,496,236 | $30,827,061 | $19,081,205 | | Percentage of target | 33% | 100% | 167% | 103.2% | | Payout (as a % of target) | 0% | 100% | 200% | 104.7% |

  77. FY23-25 LRPIP Performance Goals and Results

    * LRPIP Incentive Pre-Tax Income is shown in thousands. LRPIP Incentive Pre-Tax Income goals and results for FY23-25 reflected the definitions and automatic adjustments for the FY23-25 performance period pre-established by the Committee in March 2022. 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.

  78. FY23-25 LRPIP Performance Goals and Results

    | 2025 Proxy Statement | 37 |

  79. FY23-25 LRPIP Award Opportunities and Payouts

    FY23-25 LRPIP Award Opportunities and Payouts The actual LRPIP award earned for each individual after the end of FY25 is the target opportunity for the cycle multiplied by the total payout percentage of 104.7%, as shown below:

  80. FY23-25 LRPIP Award Opportunities and Payouts

    | | FY23-25 Target LRPIP Opportunities | | FY23-25 LRPIP Actual Award Earned | | | Ernie Herrman | | $1,700,000 | | $1,779,900 | | John Klinger* | | $175,000 | | $183,225 | | Carol Meyrowitz | | $1,040,000 | | $1,088,880 | | Douglas Mizzi | | $500,000 | | $523,500 | | Kenneth Canestrari | | $450,000 | | $471,150 |

  81. FY23-25 LRPIP Award Opportunities and Payouts

    * Reflects the award made to Mr. Klinger in his role at the time FY23-25 LRPIP opportunities were approved in FY23, prior to his promotion to EVP, CFO at the start of FY24.

  82. 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 |

  83. 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. The Committee regularly monitors TJX performance relative to the peer group, using a range of financial performance metrics (including, but not limited to, stock performance and TSR) over multiple time periods. 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, and the Committee 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.

  84. Peer Group Evaluation Criteria

    Peer Group Evaluation Criteria The Committee annually assesses the composition of the peer group and seeks to establish an appropriate peer group for TJX that takes into account a range of factors. 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. 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.

  85. FY25 Peer Group

    FY25 Peer Group During FY24, the Committee considered the continued appropriateness of the peer group, which had not changed since FY21, for purposes of providing context for making compensation decisions for FY25. After consultation with its independent compensation consultant, the Committee determined that the following group of 17 large, publicly traded consumer-oriented companies would be appropriate to use for FY25 compensation decisions:

  86. FY25 Peer Group

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

  87. FY25 Peer Group

    In establishing the peer group for FY25, the Committee removed two companies (Nordstrom and VF Corporation) from our FY24 peer group and added two companies (Mondelez and Walmart) to improve the comparability of the peer group based on the evaluation criteria discussed above. As of the end of FY25, TJX's approximate positioning within the FY25 peer group was at the 71st percentile for revenue, the 53rd percentile for market capitalization, and the 82nd percentile for number of employees.

  88. FY25 Peer Group

    | 2025 Proxy Statement | 39 |

  89. THE ROLE OF THE COMPENSATION CONSULTANT

    THE ROLE OF THE COMPENSATION CONSULTANT The Committee engaged Pearl Meyer to serve as the independent compensation consultant to the Committee for FY25. 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 (including threshold and maximum performance goals and corresponding payout levels) 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 (including target compensation and actual pay delivered) and performance (using a range of performance measures and time periods) relative to our peers; •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 promotions, succession, and transitions; •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 FY25, 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.

  90. Employment Agreements

    Employment Agreements The Committee has reviewed and approved, after consultation with its independent consultant, individual employment agreements with Mr. Herrman, Ms. Meyrowitz, Mr. Mizzi, and Mr. Canestrari, 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. Each of our NEO employment agreements has a three-year term. In January 2025, the existing agreements with Mr. Herrman and Ms. Meyrowitz were extended for another three-year term and, unless terminated earlier in accordance with their terms, continue until January 29, 2028. The existing agreements with Mr. Mizzi and Mr. Canestrari, unless terminated earlier in accordance with their terms, continue until January 30, 2027. 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, minimum MIP and LRPIP target award levels, 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 specified company match under our ESP. Ms. Meyrowitz’s agreement, as amended in January 2025, provides for a minimum annual base salary of $1,100,000 effective at the start of FY26, and continues to provide for a specified level of annual stock awards, consisting of PSUs with a three-year performance vesting period and RSUs, and for eligibility for continued vesting of 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.

  91. Employment Agreements

    | 2025 Proxy Statement | 41 |

  92. 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.

  93. Clawback and Other Recoupment Provisions

    Clawback and Other Recoupment Provisions Our Policy for Recovery of Executive Officer Incentive Compensation addresses the requirements of the Dodd-Frank Act, SEC rules, and applicable listing standards. Our Dodd-Frank clawback policy provides for the recovery of erroneously-awarded incentive compensation received by a current or former executive officer in the event we are required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under applicable securities laws. The policy applies to erroneously-awarded incentive compensation whether or not the executive officer is individually “at fault.” Each of our executive officers has expressly agreed to the terms of our Dodd-Frank clawback policy. In addition to our Dodd-Frank clawback policy, the terms of our executive agreements and compensation plans provide us with other recourse mechanisms to pursue the forfeiture, clawback, and adjustment of NEO compensation in a variety of circumstances, including if an executive engages in detrimental conduct. Potential financial penalties for our NEOs include the forfeiture of any severance and outstanding incentive compensation, including amounts payable under MIP and LRPIP and any outstanding PSU or RSU awards under the SIP, if an NEO’s employment is terminated for “cause” under the terms of our NEO agreements or applicable plans (which generally includes, among other things, willful misconduct that violates Company policy and is materially harmful to the reputation or business of the Company). Other financial penalties may include the forfeiture and recovery of compensation in the event an NEO breaches applicable restrictive covenants and potential downward adjustments to pay opportunities or incentive plan payouts. These financial penalties and consequences are in addition to available legal remedies and disciplinary or other employment actions.

  94. Equity Grant Practices

    Equity Grant Practices All of our equity awards are granted under our SIP. Our typical practice is to grant annual equity awards under the SIP to eligible Associates at regularly scheduled Compensation Committee meetings that are held at approximately the same times each year (in September, for stock option awards). For FY25, our executive officers did not receive new stock option awards; the Committee did not schedule equity award grant dates or establish equity award terms in anticipation of the release of material non-public information; and we did not time the release of material non-public information in relation to equity award grant dates or terms for the purpose of affecting the value of executive officer compensation.

  95. 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 FY25 (collectively, our named executive officers (NEOs)).

  96. 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 | 2025 | $1,700,002 | $12,600,163 | $6,947,907 | $1,593,081 | $641,375 | $23,482,528 | | | 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 | | John Klinger SEVP, Chief Financial Officer | 2025 | 825,001 | 2,900,048 | 1,562,626 | 234,976 | 240,947 | 5,763,598 | | | 2024 | 764,424 | 1,500,041 | 1,069,767 | 138,836 | 103,305 | 3,576,373 | | Carol Meyrowitz Executive Chairman | 2025 | 1,040,000 | 5,000,058 | 3,460,080 | 1,652,305 | 46,424 | 11,198,868 | | | 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 | | Douglas Mizzi SEVP, Group President | 2025 | 1,050,771 | 3,000,015 | 2,280,389 | 461,857 | 510,946 | 7,303,978 | | | 2024 | 1,011,540 | 3,000,007 | 1,976,416 | 350,238 | 390,759 | 6,728,960 | | Kenneth Canestrari SEVP, Group President | 2025 | 1,050,771 | 2,900,048 | 2,228,039 | 482,868 | 304,613 | 6,966,339 | | | 2024 | 1,011,540 | 2,900,095 | 1,976,415 | 322,700 | 295,829 | 6,506,579 | | | 2023 | 942,309 | 2,900,050 | 1,967,725 | — | 193,689 | 6,003,773 |

  97. 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. FY25 and FY23 were 52-week years, and FY24 was a 53-week year. (2)Reflects the aggregate grant date fair value of stock awards, in each case as determined in accordance with ASC Topic 718, disregarding the effects of estimated forfeitures. Stock awards are valued based on the closing price of our common stock on the NYSE on the grant date. 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 FY25 was: Mr. Herrman, $16,480,190; Mr. Klinger, $3,480,057; Ms. Meyrowitz, $6,000,030; Mr. Mizzi, $3,600,018; and Mr. Canestrari, $3,480,057. The underlying valuation assumptions for equity awards granted during FY25 are further discussed in Note H to our audited financial statements filed with our Annual Report on Form 10-K for FY25. (3)Reflects amounts earned under both MIP and LRPIP. For FY25, MIP amounts were: Mr. Herrman, $5,168,007; Mr. Klinger, $1,379,401; Ms. Meyrowitz, $2,371,200; Mr. Mizzi, $1,756,889; and Mr. Canestrari, $1,756,889. For the FY23-25 LRPIP cycle, the amounts were: Mr. Herrman, $1,779,900; Mr. Klinger, $183,225; Ms. Meyrowitz, $1,088,880; Mr. Mizzi, $523,500; and Mr. Canestrari, $471,150. Unless contributed to or deferred under our 401(k) plan or ESP, as applicable, FY25 amounts earned under MIP and LRPIP were paid in calendar 2025. (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. The benefit formulas under our pension plan and our SERP did not change in FY25. For FY23, Mr. Herrman and Mr. Canestrari had a negative change in the present value of pension benefits ($332,920 and $155,375, respectively) due to the higher interest rate environment at the end of FY23. Under SEC rules, these negative values are shown as zero in the Summary Compensation Table for FY23. Refer to Pension Benefits below for more information. Our NEOs did not receive above-market or preferential earnings on non-tax qualified deferred compensation.

  98. SUMMARY COMPENSATION TABLE

    | 44 | The TJX Companies, Inc. |

  99. SUMMARY COMPENSATION TABLE

    (5)The table below provides additional details about the amounts listed under All Other Compensation for FY25. Perquisites and other personal benefits are valued on the basis of the aggregate incremental cost to the Company.

  100. SUMMARY COMPENSATION TABLE

    | Name | Automobile Benefits | Employer Contributions or Credits Under Savings Plans(a) | Company Paid Amounts for Life Insurance(b) | Other Perquisites and Benefits(c) | | Total All Other Compensation | | Ernie Herrman | $35,904 | $600,281 | $1,890 | | $3,300 | $641,375 | | John Klinger | 35,904 | 200,280 | 1,890 | | 2,873 | 240,947 | | Carol Meyrowitz | 35,904 | 5,280 | 1,890 | | 3,350 | 46,424 | | Douglas Mizzi | 35,904 | 266,819 | 1,890 | | 206,333 | 510,946 | | Kenneth Canestrari | 35,904 | 266,819 | 1,890 | | — | 304,613 |

  101. 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)Includes, as applicable, financial planning reimbursement, executive health assessment, reimbursement of home security costs, and service recognition awards on the same basis as other Associates. For Mr. Mizzi, this amount also includes the cost of tax assistance services ($29,152) under our global mobility program in connection with a prior international assignment for the Company, as well as tax equalization benefits ($169,531) under our tax equalization policy in connection with additional taxes payable in respect of his compensation in connection with the prior assignment. Our NEOs did not receive Company-paid data privacy services in FY25. Our NEOs were entitled under their employment or offer letter agreements, as applicable, to participate in the SIP, MIP, and LRPIP and during FY25 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 a specified level of annual stock awards for Ms. Meyrowitz, consisting of PSUs with a three-year performance vesting period and RSUs. 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 FY25. All of our NEOs except Ms. Meyrowitz received company credits under the ESP and were eligible to participate in our alternative SERP benefit for FY25. 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.

  102. SUMMARY COMPENSATION TABLE

    | 2025 Proxy Statement | 45 |

  103. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025 The following table reports potential payouts under our cash incentive awards and reports stock awards for our NEOs that were granted during FY25:

  104. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | Name and Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Ernie Herrman | | | | | | | | | | | | | MIP(3) | | | $3,400,004 | $6,800,009 | | | | | | | | | LRPIP(4) | | | 1,700,000 | 3,400,000 | | | | | | | | | PSUs(5) | 4/2/24 | | | | 20,710 | 82,840 | 165,680 | | | | $8,240,095 | | RSUs(6) | 4/2/24 | | | | | | | 43,833 | | | 4,360,069 | | John Klinger | | | | | | | | | | | | | MIP(3) | | | 907,501 | 1,815,002 | | | | | | | | | LRPIP(4) | | | 450,000 | 900,000 | | | | | | | | | PSUs(5) | 4/2/24 | | | | 4,373 | 17,493 | 34,986 | | | | 1,740,029 | | RSUs(6) | 4/2/24 | | | | | | | 11,662 | | | 1,160,019 | | Carol Meyrowitz | | | | | | | | | | | | | MIP(3) | | | 1,560,000 | 3,120,000 | | | | | | | | | LRPIP(4) | | | 1,040,000 | 2,080,000 | | | | | | | | | PSUs(5) | 4/2/24 | | | | 7,540 | 30,160 | 60,320 | | | | 3,000,015 | | RSUs(6) | 4/2/24 | | | | | | | 20,107 | | | 2,000,043 | | Douglas Mizzi | | | | | | | | | | | | | MIP(3) | | | 1,155,848 | 2,311,696 | | | | | | | | | LRPIP(4) | | | 500,000 | 1,000,000 | | | | | | | | | PSUs(5) | 4/2/24 | | | | 4,524 | 18,096 | 36,192 | | | | 1,800,009 | | RSUs(6) | 4/2/24 | | | | | | | 12,064 | | | 1,200,006 | | Kenneth Canestrari | | | | | | | | | | | | | MIP(3) | | | 1,155,848 | 2,311,696 | | | | | | | | | LRPIP(4) | | | 450,000 | 900,000 | | | | | | | | | PSUs(5) | 4/2/24 | | | | 4,373 | 17,493 | 34,986 | | | | 1,740,029 | | RSUs(6) | 4/2/24 | | | | | | | 11,662 | | | 1,160,019 |

  105. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    (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, $99.47. 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 FY25. See footnote 2 to the Summary Compensation Table above. (3)Reflects award opportunities under the FY25 MIP. Target MIP amount is based on actual salary earned during FY25. Actual amounts earned under the FY25 MIP awards are discussed in the CD&A and footnote 3 to the Summary Compensation Table. (4)Reflects award opportunities under the FY25-27 LRPIP cycle, as discussed in the CD&A under New Long-Term Incentive Cycle (FY25-27). (5)Reflects FY25-27 PSUs granted under the SIP, as discussed in the CD&A under New Long-Term Incentive Cycle (FY25-27). (6)Reflects FY25 RSUs granted under the SIP, as discussed in the CD&A under New Long-Term Incentive Cycle (FY25-27). In FY25, 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 FY25, 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 FY25-27 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 FY25 have service-based vesting conditions that are satisfied by continuous employment through April 10, 2027 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.

  106. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

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  107. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END The following table provides information on outstanding stock awards held as of February 1, 2025 by our NEOs(1):

  108. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    | | Stock Awards | | | | | | | | Equity Incentive Plan Awards: | | | Name | 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 | 353,000 | $44,050,870 | | | | | | | 337,312 | $42,093,164 | | John Klinger | 33,646 | 4,198,684 | | | | | | | 58,606 | 7,313,443 | | Carol Meyrowitz | 152,733 | 19,059,551 | | | | | | | 139,050 | 17,352,050 | | Douglas Mizzi | 91,640 | 11,435,756 | | | | | | | 83,430 | 10,411,230 | | Kenneth Canestrari | 88,586 | 11,054,647 | | | | | | | 80,650 | 10,064,314 |

  109. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    (1)None of our NEOs held outstanding stock options as of the end of FY25. (2)Market values reflect the closing price of our common stock on the NYSE on January 31, 2025 (the last business day of FY25), which was $124.79. (3)The stock awards in this column include outstanding RSUs with service-based vesting conditions, PSUs with FY23-25 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 1, 2025:

  110. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    | Name | Category | Number of Unvested Shares/Units | Vesting Date | | Ernie Herrman | FY23-25 PSU | 164,450 | 3/31/2025 | | | RSU | 68,283 | 4/10/2025 | | | RSU | 56,382 | 4/10/2026 | | | RSU | 43,833 | 4/10/2027 | | | Career Shares | 20,052 | Last day of FY26 | | John Klinger | FY23-25 PSU | 7,354 | 3/31/2025 | | | RSU | 6,871 | 4/10/2025 | | | RSU | 7,759 | 4/10/2026 | | | RSU | 11,662 | 4/10/2027 | | Carol Meyrowitz | FY23-25 PSU | 75,437 | 3/31/2025 | | | RSU | 31,325 | 4/10/2025 | | | RSU | 25,864 | 4/10/2026 | | | RSU | 20,107 | 4/10/2027 | | Douglas Mizzi | FY23-25 PSU | 45,263 | 3/31/2025 | | | RSU | 18,795 | 4/10/2025 | | | RSU | 15,518 | 4/10/2026 | | | RSU | 12,064 | 4/10/2027 | | Kenneth Canestrari | FY23-25 PSU | 43,754 | 3/31/2025 | | | RSU | 18,168 | 4/10/2025 | | | RSU | 15,002 | 4/10/2026 | | | RSU | 11,662 | 4/10/2027 |

  111. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

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  112. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    Service-based vesting conditions for RSUs will be satisfied by continued employment through the applicable vesting date. For FY23-25 PSUs, service-based vesting conditions were satisfied as of the end of FY25, and the shares reported were the actual amount earned for the period as discussed under Completed Long-Term Performance Cycle (FY23-25) in the CD&A above and approved by the Compensation Committee on March 31, 2025. 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 FY24 with FY24-26 performance goals and PSUs granted in FY25 with FY25-27 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 FY24 and FY25, 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 FY25 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.

  113. OPTION EXERCISES AND STOCK AWARDS VESTED DURING FISCAL 2025

    OPTION EXERCISES AND STOCK AWARDS VESTED DURING FISCAL 2025 The following table provides information relating to option exercises and stock award vesting for our NEOs during FY25:

  114. OPTION EXERCISES AND STOCK AWARDS VESTED DURING FISCAL 2025

    | | 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 | | | 219,102 | $22,125,165 | | John Klinger | 7,340 | $349,463 | 13,457 | 1,320,695 | | Carol Meyrowitz | | | 103,207 | 10,171,193 | | Douglas Mizzi | 41,580 | 3,003,380 | 49,643 | 4,895,291 | | Kenneth Canestrari | | | 56,912 | 5,609,448 |

  115. OPTION EXERCISES AND STOCK AWARDS VESTED DURING FISCAL 2025

    (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 FY25 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 FY25 to cover tax obligations in connection with retirement vesting: Mr. Herrman, 1,849 shares; Mr. Klinger, 318 shares; Ms. Meyrowitz, 847 shares; Mr. Mizzi, 508 shares; and Mr. Canestrari, 491 shares.

  116. 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 FY25. 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 ($163,000 in calendar 2025 and $157,000 in calendar 2024) 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, $345,000 in 2024, is disregarded for these purposes. Eligible participants are also entitled to supplemental credits. Our NEOs were fully vested in their Retirement Plan benefits during FY25 under plan terms. Distribution options for vested participants include annuity options, including a reduced annuity benefit commencing at age 55 or later, or, for a limited period of time following termination of employment, an immediate lump sum payment of actuarially equivalent value. 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.

  117. PENSION BENEFITS

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  118. PENSION BENEFITS

    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.

  119. PENSION BENEFITS FOR FISCAL 2025

    PENSION BENEFITS FOR FISCAL 2025 The following table provides information on pension benefits for our NEOs eligible for these benefits as of February 1, 2025. All of our NEOs are fully vested in their Retirement Plan and SERP benefits.

  120. PENSION BENEFITS FOR FISCAL 2025

    | 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 | 35 | | $987,366 | — | | | SERP (Alternative) | 35 | | 11,262,526 | — | | John Klinger | Retirement Plan | 23 | | 528,832 | — | | | SERP (Alternative) | 23 | | 774,276 | — | | Carol Meyrowitz | Retirement Plan | 38 | | 959,689 | — | | | SERP (Primary) | 20 | | 43,509,484 | — | | Douglas Mizzi | Retirement Plan | 30 | | 782,599 | — | | | SERP (Alternative) | 30 | | 2,463,173 | — | | Kenneth Canestrari | Retirement Plan | 31 | | 804,976 | — | | | SERP (Alternative) | 31 | | 2,794,974 | — |

  121. PENSION BENEFITS FOR FISCAL 2025

    (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 FY25, 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 FY25, 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 4.10% 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.

  122. PENSION BENEFITS FOR FISCAL 2025

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  123. 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 FY25 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 FY25 under plan terms. Eligible participants are also entitled to supplemental employer credits. For calendar 2024, the potential match was a percentage (150% for Mr. Herrman, and 100% for Mr. Klinger, Mr. Mizzi, and Mr. Canestrari) of eligible deferrals under ESP, plus an additional performance-based match (up to 200% for Mr. Herrman, and up to 150% for Mr. Klinger, Mr. Mizzi, and Mr. Canestrari) based on FY25 MIP performance results. Our NEOs (other than Ms. Meyrowitz) earned an additional performance-based match under ESP at the maximum level, based on FY25 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. 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 2024, this rate was 3.97%. 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 the 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 FY25 is reported above in the Outstanding Equity Awards at Fiscal 2025 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 since the grant date.

  124. NONQUALIFIED DEFERRED COMPENSATION PLANS

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  125. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2025

    NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2025 The following table provides information on FY25 nonqualified deferred compensation plans for our NEOs:

  126. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2025

    | Name and Plan Name | Executive Contributions in Last FY(1) | | Registrant Contributions in Last FY(2) | | Aggregate Earnings in Last FY(3) | | Aggregate Withdrawals/ Distributions | | Aggregate Balance at Last FYE(4) | | | Ernie Herrman | | | | | | | | | | | | ESP | | $170,000 | | $595,001 | | $2,454,008 | | — | | $17,650,187 | | Career Shares | | — | | 2,660,399 | | 3,525,924 | | — | | 15,963,456 | | John Klinger | | | | | | | | | | | | ESP | | 82,356 | | 195,000 | | 376,379 | | — | | 2,631,605 | | Carol Meyrowitz | | | | | | | | | | | | GDCP | | — | | — | | 30,316 | | — | | 775,628 | | ESP | | — | | — | | 1,001,287 | | — | | 7,580,180 | | Douglas Mizzi | | | | | | | | | | | | ESP(5) | | 104,962 | | 261,539 | | 1,834,066 | | — | | 15,232,016 | | Kenneth Canestrari | | | | | | | | | | | | ESP | | 125,954 | | 261,539 | | 732,747 | | — | | 5,758,317 |

  127. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2025

    (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 FY25. ESP amounts include the performance-based credits earned for FY25 but not credited until after the close of FY25. 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 FY25, valued based on the closing price of our common stock on the NYSE on January 31, 2025 (the last business day of FY25), 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 FY25 but not credited until after the close of FY25. (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.

  128. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2025

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  129. 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.

  130. Long-Term Incentive Awards

    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 FY25, each of our NEOs satisfied the requirements for a special service retirement. Upon retirement, each of our NEOs would be entitled to continued vesting of PSUs to the extent applicable goals are met (with the award adjusted, as applicable, to reflect the period of service during the performance period based on the rules described in footnote 3 to the table below) and for settlement of RSUs (with the award adjusted, if applicable, based on the completed portion of the service period). Upon a termination due to death or disability, each of our NEOs would be entitled to acceleration of PSUs at the target level of performance (with the award adjusted to reflect the period of service during the performance period based on the rules described in footnote 3 to the table below) and each 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 NEO would be entitled to continued vesting of PSUs and settlement of RSUs on the same basis as retirement. For LRPIP awards, under terms established by the Compensation Committee, each 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. 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.

  131. CEO PAY RATIO

    CEO PAY RATIO At the end of FY25, we operated over 5,000 retail stores and employed approximately 364,000 Associates worldwide. Approximately 86% of these Associates worked in our retail stores. Our total number of Associates, which is subject to seasonal variations, includes full-time, part-time, seasonal, and temporary employees. This workforce supports the execution of our flexible off-price business model, including the timing and frequency of store deliveries and the management of a rapidly changing mix of store inventory, throughout our global business. As required by SEC rules, we are providing information regarding the ratio of annual total compensation for our CEO to that of our median employee. Our CEO’s annual total compensation for FY25, as reported in the “Total” column of the Summary Compensation Table above, was $23,482,528. In accordance with SEC rules, the median of the annual total compensation of all employees (other than the CEO) was estimated to be $15,002 for FY25, which resulted in an estimated ratio of 1,565:1. To identify the median employee for FY25 in accordance with SEC rules, we included all employees in our global operations as of the last day of FY25, including full-time, part-time, seasonal, and temporary employees, and estimated annual total compensation for all of these employees based on calendar 2024 payroll records in each jurisdiction, converting foreign currencies to U.S. dollars using an average annual exchange rate for calendar 2024. 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 FY25 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.

  132. CEO PAY RATIO

    | 56 | The TJX Companies, Inc. |

  133. 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.

  134. 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) | | 2025 | $23,482,528 | $47,971,937 | $7,808,196 | $13,833,362 | $225.67 | $184.45 | $4,863,688 | $7,007,747 | | 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 |

  135. PAY VERSUS PERFORMANCE

    (1)The amounts in column (b) are the amounts reported for our Chief Executive Officer, Mr. Herrman, in the “Total” column of the Summary Compensation Table for each applicable fiscal year. The amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table for each applicable fiscal year. The Non-PEO NEOs included for purposes of calculating the amounts in column (d) and in column (e) are John Klinger, Carol Meyrowitz, Douglas Mizzi, and Kenneth Canestrari for FY25; John Klinger, Carol Meyrowitz, Scott Goldenberg, and Douglas Mizzi for FY24; and Scott Goldenberg, Carol Meyrowitz, Richard Sherr, and Kenneth Canestrari for FY21, FY22 and FY23. (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 FY25. 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 FY25:

  136. PAY VERSUS PERFORMANCE

    | Calculation of “Compensation Actually Paid” for FY25 | 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 | $23,482,528 | $7,808,196 | | Amounts reported in the “Change in Pension Value” column of the SCT(i) | (1,593,081) | (708,002) | | Pension “service cost”(ii) | 282,545 | 61,347 | | Amounts reported in the “Stock Awards” column of the SCT(iii) | (12,600,163) | (3,450,042) | | Fair value (as of year end) of equity awards granted during the year that remain unvested at year end(iv) | 19,506,933 | 5,260,808 | | Change in fair value (as of vesting date from prior year end) of previously-granted equity awards that vested during the year(v) | 952,472 | 133,164 | | Change in fair value (as of year end from prior year end) of previously-granted equity awards that remain unvested at year end(vi) | 17,940,703 | 4,727,891 | | CAP reported in column (c) for PEO and in column (e) for Non-PEO NEOs | 47,971,937 | 13,833,362 |

  137. 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 FY25, 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 FY25, using the same methodology as used for our financial statements in accordance with U.S. GAAP. No “prior service cost” applied to the pension benefits for our NEOs for FY25. (iii)Reflects the amounts reported in the “Stock Awards” column of the Summary Compensation Table for FY25. (iv)Reflects the year-end fair value of any PSUs or RSUs granted in FY25 that were outstanding and unvested as of the end of FY25. (v)Reflects the change in fair value as of the vesting date (from the end of FY24) for PSUs, RSUs, and, for Mr. Herrman, his career shares award, or portions thereof, granted in prior years that vested during FY25. 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 the SIP. (vi)Reflects the change in fair value as of the end of FY25 (from the end of FY24) for any PSUs, RSUs, and, for Mr. Herrman, his career shares award, or portions thereof, granted before FY25 that were outstanding and unvested as of the end of FY25. 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).

  138. PAY VERSUS PERFORMANCE

    | 2025 Proxy Statement | 57 |

  139. PAY VERSUS PERFORMANCE

    (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 FY25, 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, FY24, and FY25 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 FY25 under SEC rules.

  140. 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 five 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 five 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. 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 FY25, FY24, FY23, and FY22, as discussed in the CD&A and in our 2022, 2023, and 2024 proxy statements. Although we used Incentive Pre-Tax Income as the primary metric in our annual MIP program for FY25, FY24, FY23, and FY22, the primary driver of the variation in PEO CAP and average NEO CAP over the five years presented in the table was changes in equity award values under SEC rules as noted 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 FY25, refer to The Role of Our Peer Group in the CD&A.

  141. ANALYSIS OF INFORMATION IN THE PAY VERSUS PERFORMANCE TABLE

    | 58 | The TJX Companies, Inc. |

  142. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  143. Non-Employee Director Compensation

    Non-Employee Director Compensation

  144. Non-Employee Director Compensation

    | Annual cash retainer | $110,000 | | Annual deferred stock awards (total target level) | 200,000 | | Additional annual cash retainers for Committee Chair/Lead Director | | | Audit and Finance Committee Chair | 30,000 | | Chair of the IT Subcommittee of the Audit and Finance Committee | 25,000 | | Compensation Committee Chair | 25,000 | | Corporate Governance Committee Chair | 20,000 | | Lead Director | 65,000 |

  145. Non-Employee Director Compensation

    Each non-employee director is eligible for two annual deferred stock awards (including deferred dividend awards) under the SIP. For FY25, the target value of each of these two deferred stock awards was $100,000, for a total target award value of $200,000. 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 is permitted in certain limited circumstances, subject to the terms of the SIP. Employee directors do not receive separate compensation for their service as directors. Members of the Executive Committee do not receive committee-specific compensation. Directors are reimbursed for customary expenses for attending Board and Committee meetings. Our non-employee directors are eligible to defer their retainers under the ESP (described above in Nonqualified Deferred Compensation Plans) but are not eligible for matching credits. Amounts deferred by directors under the ESP are notionally invested in mutual funds or other market investments. Participating non-employee directors may select a distribution date earlier than retirement from the Board, but no earlier than January 1st of the second year following the year of the deferral. Prior to January 1, 2008, our non-employee directors were eligible to defer their retainers and fees in our GDCP (described above in Nonqualified Deferred Compensation Plans), under which 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 FY25, Mr. Bennett, 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. Our non-employee director compensation was approved by the Board based on recommendations of the Corporate Governance Committee and advice from Pearl Meyer regarding market practices and competitive positioning. The following table provides compensation information for our non-employee directors for FY25. Information about Mr. Herrman’s and Ms. Meyrowitz’s compensation for FY25 is provided with that of the other NEOs in the CD&A and in the accompanying compensation tables above.

  146. Non-Employee Director Compensation

    | 2025 Proxy Statement | 59 |

  147. Director Compensation

    Director Compensation

  148. DIRECTOR COMPENSATION FOR FISCAL 2025

    DIRECTOR COMPENSATION FOR FISCAL 2025

  149. DIRECTOR COMPENSATION FOR FISCAL 2025

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | Total | | José B. Alvarez | $110,000 | $200,000 | $310,000 | | Alan M. Bennett | 175,000 | 200,000 | 375,000 | | Rosemary T. Berkery | 135,000 | 200,000 | 335,000 | | David T. Ching | 135,000 | 200,000 | 335,000 | | C. Kim Goodwin | 110,000 | 200,000 | 310,000 | | Amy B. Lane | 140,000 | 200,000 | 340,000 | | Jackwyn L. Nemerov | 130,000 | 200,000 | 330,000 | | Charles F. Wagner, Jr. | 110,000 | 200,000 | 310,000 |

  150. DIRECTOR COMPENSATION FOR FISCAL 2025

    (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 $200,000, determined in accordance with ASC Topic 718, disregarding the effect of estimated forfeitures and valued based on the closing price of our common stock on the NYSE on the grant date. (3)The following table shows the number of shares subject to outstanding stock awards for our non-employee directors as of February 1, 2025:

  151. DIRECTOR COMPENSATION FOR FISCAL 2025

    | Name | Outstanding Stock Awards* | | José B. Alvarez | 12,370 | | Alan M. Bennett | 119,775 | | Rosemary T. Berkery | 10,410 | | David T. Ching | 72,054 | | C. Kim Goodwin | 6,995 | | Amy B. Lane | 97,342 | | Jackwyn L. Nemerov | 25,468 | | Charles F. Wagner, Jr. | 3,351 |

  152. DIRECTOR COMPENSATION FOR FISCAL 2025

    * Includes awards of 945 deferred shares for each non-employee director that were unvested as of the end of FY25 and scheduled to vest on the day before the 2025 Annual Meeting.

  153. DIRECTOR COMPENSATION FOR FISCAL 2025

    | 60 | The TJX Companies, Inc. |