DEF 14A of BJ's Wholesale Club Holdings, Inc., May 9, 2025

DEF 14A of BJ's Wholesale Club Holdings, Inc.

Filed May 9, 2025 · FY20240001140361-25-018052

Open on EDGAR

  1. 1. Election of ten director nominees

    1. Election of ten director nominees

  2. Directors

    Directors Our directors bring a mix of backgrounds and possess a broad range of skills and expertise that position the board to effectively oversee the company’s business. The matrix below summarizes key types of experience, qualifications and skills we value in directors and consider in evaluating the composition of our Board of Directors (the “board”).

  3. Directors

    | | Dave Burwick | Darryl Brown | Bob Eddy | Michelle Gloeckler | Maile Naylor | Steve Ortega | Ken Parent | Chris Peterson | Marie Robinson | Rob Steele | | Current or former public company CEO | | | | | | | | | | | | Financial expert | | | | | | | | | | | | Tech, eComm, digital, AI/cyber experience | | | | | | | | | | | | Marketing, PR or brand management experience | | | | | | | | | | |

  4. Directors

    | | Dave Burwick | Darryl Brown | Bob Eddy | Michelle Gloeckler | Maile Naylor | Steve Ortega | Ken Parent | Chris Peterson | Marie Robinson | Rob Steele | | Human capital, organization development or executive compensation experience | | | | | | | | | | | | Supply chain experience | | | | | | | | | | | | Credit and payments experience | | | | | | | | | | | | Consumer packaged goods experience | | | | | | | | | | | | Fuel experience | | | | | | | | | | | | Retail experience | | | | | | | | | | | | Multi-unit experience | | | | | | | | | | | | Investor relations experience | | | | | | | | | | | | Non-BJ’s public company board experience | | | | | | | | | | |

  5. Director nominees

    Director nominees

  6. Director nominees

    | Name | Age(1) | Director since | Independent | Committee memberships | | Darryl Brown | 62 | 2021 | | Nominating and corporate governance (chair); compensation | | Dave Burwick | 63 | 2024 | | Nominating and corporate governance | | Bob Eddy | 52 | 2021 | | | | Michelle Gloeckler | 58 | 2019 | | Nominating and corporate governance | | Maile Naylor | 51 | 2019 | | Audit; nominating and corporate governance | | Steve Ortega(2) | 63 | 2023 | | Audit; compensation | | Ken Parent | 66 | 2011 | | Compensation (chair) | | Chris Peterson | 58 | 2018 | | Audit (chair); compensation | | Marie Robinson | 57 | 2023 | | Audit | | Rob Steele | 69 | 2016 | | Audit |

  7. Director nominees

    | (1) Ages of director nominees are as of May 9, 2025 |

  8. Director nominees

    | (2) Lead independent director as of January 9, 2025. Prior to this date, Rob Steele served in this role. |

  9. Shareholder engagement

    | All other compensation for fiscal year 2024 | 32 | | Grants of plan-based awards in fiscal year 2024 | 33 | | Narrative disclosure to Summary Compensation Table and grants of plan-based awards table | 33 | | Outstanding equity awards at fiscal 2024 year end | 34 | | Option exercises and stock vested for fiscal year 2024 | 36 | | Non-qualified deferred compensation | 36 | | Employment agreements and potential payments upon termination or change in control | 36 | | 2024 CEO pay ratio | 42 | | Pay versus performance | 43 | | Compensation committee interlocks and insider participation | 46 | | Compensation committee report | 46 | | Proposal 3: Ratification of appointment of independent registered public accounting firm | 47 | | Audit, audit-related, tax and all other fees | 48 | | Pre-approval policies and procedures | 48 | | Audit committee report | 49 | | Beneficial ownership | | | Beneficial ownership of directors and executive officers | 50 | | Beneficial ownership of more than 5% shareholders | 51 | | Certain relationships and related person transactions | | | Review and approval of related-person transactions | 51 | | Indemnification agreements | 52 | | Proposal 4: Approval of amendment to our Charter to include an officer exculpation provision | 53 | | Proposal 5: Shareholder proposal | 54 | | Questions and answers about the Annual Meeting | 58 | | Additional information | | | Availability of materials | 63 |

  10. Director nominee biographies

    Director nominee biographies

  11. Director nominee biographies

    | Darryl Brown | | | Director since 2021 Independent 62 years old Nominating and corporate governance committee (chair) Compensation committee (member) | Darryl Brown has been a director of the company since 2021. Mr. Brown is an accomplished senior executive with more than 30 years of experience in consumer-packaged goods and financial services. Currently, he serves as president and chief executive officer of Shadowbrook Investments, LLC, a family-run private equity firm located in southwest Florida. Previously, he served as president, global corporate payments of American Express Company’s Americas division from 2012 to December 2016 and as executive vice president/GM global corporate payments from 2010 to 2012. Prior to joining American Express Company, he held a number of leadership positions at Kraft Foods, where he led the company’s North American retail sales and logistics organization. He holds a Master of Business Administration from Lake Forest Graduate School of Business and a bachelor’s degree of science in accounting from Lincoln University. Mr. Brown currently serves on the board of Atradius Trade Credit Insurance, an insurance company. He previously served as an advisor and board member of Datanomers, an analytics company, from 2015 to January 2021. Specific Expertise: Mr. Brown brings to the board a strong leadership track record from his current role as president and chief executive officer of Shadowbrook Investments, LLC and prior leadership positions at American Express Company and Kraft Foods. The board benefits from his deep knowledge of marketing, brand management and the financial services and consumer packaged goods industries. |

  12. Director nominee biographies

    | Dave Burwick | | | Director since 2024 Nominating and corporate governance committee (member) 63 years old | Dave Burwick has been a director of the company since 2024. Mr. Burwick is a consumer goods executive with decades of strategic leadership experience. He currently serves as chief executive officer of Spindrift Beverage Co. since February 2025. Previously, he served as president and chief executive officer of Boston Beer Company, Inc., an alcohol beverage company, from April 2018 until March 2024 and also served on its board from May 2005 until March 2024. Prior to joining Boston Beer, Mr. Burwick served as president and chief executive officer of Peet’s Coffee & Tea, Inc., a specialty coffee and tea company, since December 2012. He served as president, North America for WW International, Inc., a leading provider of weight management services, from April 2010 until December 2012. Prior to that, he spent 20 years at PepsiCo, Inc. in a range of senior executive roles, including senior vice president and chief marketing officer for Pepsi-Cola North America. Mr. Burwick serves on the board of Deckers Outdoor Corporation, a publicly held footwear design and distribution company. He also served on the board of The Duckhorn Portfolio, Inc., a premier luxury wine company from May 2024 to December 2024 and as a member of the Boston Bruins Foundation Advisory Board from January 2019 to December 2024. Mr. Burwick holds a bachelor’s degree in history, cum laude, from Middlebury College and a Master of Business Administration from Harvard Business School. Specific Expertise: Mr. Burwick brings to the board significant executive experience from his roles as an executive with retail vendors. The board also benefits from Mr. Burwick’s lengthy service on public company boards and his in-depth marketing and brand and consumer packaged goods experience. |

  13. Director nominee biographies

    | Bob Eddy | | | Director since 2021 Chairman and CEO 52 years old | Bob Eddy currently serves as chairman of the board, president and chief executive officer of the company. Mr. Eddy joined the company in 2007 as senior vice president, finance and was named executive vice president and chief financial officer in 2011 and served as executive vice president, chief financial and administrative officer from 2018 to April 2021 when he joined the board of directors and became president and chief executive officer. Mr. Eddy was named chairman of the board in June 2023. Prior to joining BJ’s, Mr. Eddy served retail and consumer products companies as a member of the audit and business advisory practice of PricewaterhouseCoopers LLP, in Boston and San Francisco. Mr. Eddy is a graduate of Babson College in Wellesley, Massachusetts, and Phillips Academy in Andover, Massachusetts. Mr. Eddy currently serves as chairman of the board of directors and executive committee of the National Retail Federation and as a member of the board of trustees of the Boston Children’s Hospital Trust. In September 2023, he became a director of Dick’s Sporting Goods. From 2013 to 2017, Mr. Eddy chaired the Financial Executives Council of the National Retail Federation. He is also a member of the College Advisory Board for Babson College. Specific Expertise: Mr. Eddy brings to the board a strong leadership track record from his previous roles as a member of the company’s senior leadership team. Given his current role as chief executive officer, Mr. Eddy also brings a broad understanding of the company’s business, operations and growth strategy. The board also benefits from his current and prior external executive leadership roles with the National Retail Federation, as well as his multi-unit expertise and significant experience in investor relations and executive compensation. |

  14. Director nominee biographies

    | Michelle Gloeckler | | | Director since 2019 Independent 58 years old Nominating and corporate governance committee (member) | Michelle Gloeckler has been a director of the company since 2019. Ms. Gloeckler is a retail executive with more than 30 years of experience in retail, consumer-packaged goods, merchandising, sourcing, manufacturing and strategy. Ms. Gloeckler previously served as interim chief executive officer at Holley Inc., a NYSE-listed designer, marketer and manufacturer of high-performance automotive aftermarket products. She was the executive vice president, chief merchant for Academy Sports & Outdoors, a sporting goods retailer, from August 2016 to January 2019. Ms. Gloeckler served as executive vice president of consumables, health and wellness at Walmart Inc., a NYSE-listed general merchandise retailer, from February 2009 to August 2016, where she led their health and wellness unit and U.S. manufacturing initiative. Prior to that, Ms. Gloeckler held leadership roles at The Hershey Company, a global confectionary manufacturer. She holds a bachelor’s degree in communication and psychology from the University of Michigan. Ms. Gloeckler was a director of Duckhorn Portfolio, Inc., an NYSE-listed luxury wine company, from May 2021 through December 2024, of Holley Inc., an NYSE-listed automotive goods company, since July 2021, and of Pairwise Plants LLC, an agriculture technology company, since December 2021. She served on the board of Benson Hill, an agricultural technology company, from February 2019 to February 2021. She served as a member of The University of Michigan Dean’s Advisory Council from 2015-2022. Specific Expertise: Ms. Gloeckler brings to the board significant experience from her service in senior executive and management positions at major corporations in the retail and consumer packaged goods industries. The board benefits from Ms. Gloeckler’s multi-unit expertise and experience in e-commerce, marketing, human capital and executive compensation. Ms. Gloeckler also brings an important perspective from her service as a director of another public company board. |

  15. Director nominee biographies

    | Maile Naylor | | | Director since 2019 Independent 51 years old Audit committee (member) Nominating and corporate governance committee (member) | Maile Naylor has been a director of the company since 2019. Ms. Naylor has spent 25 years working in the investment management industry analyzing and evaluating global consumer discretionary companies. She previously worked as an investment officer at MFS Investment Management, a global asset management company, from September 2005 until her retirement from the investment management industry in April 2018. Prior to that, Ms. Naylor also held positions at Scudder Kemper Investments and Wellington Management, each investment management firms. She holds a bachelor’s degree in finance from Boston University and is a CFA charter holder. Ms. Naylor currently serves on the board of NASDAQ-listed Leslie’s, Inc. and Laird Superfood, Inc., which is listed on the NYSE American, and is a member of the board of advisors of the Boston Ballet. She served as a member of the President’s Council of the Boston Children’s Museum from October 2019 to October 2022. Specific Expertise: Ms. Naylor brings to the board a deep knowledge of the investment management industry based on her 25-year career at prominent investment institutions. The board benefits from Ms. Naylor’s extensive background in finance and her experience serving on the board of another public company. |

  16. Director nominee biographies

    | Steve Ortega | | | Director since 2023 Independent 63 years old Lead independent director(1) Audit committee (member) Compensation committee (member) | Steve Ortega has been a director of the company since 2023 and lead independent director since 2025. Mr. Ortega is an accomplished senior executive and board director with decades of deep retail and omnichannel experience. From 2019 through March 2024, he has served as chairman of the board of directors of Leslie’s Inc., a NASDAQ-listed company offering direct-to-consumer pool and spa care products and services. At Leslie’s Inc., Mr. Ortega also served as president and chief executive officer from 2017 to 2020; as president and chief operating officer from 2015 to 2017; as executive vice president, chief financial officer and chief operating officer from 2014 to 2015; and as executive vice president and chief financial officer from 2005 to 2014. Prior to joining Leslie’s Inc., he held a number of leadership positions at BI-LO, LLC, American Stores Company and Lucky Stores, Inc. He holds a bachelor’s degree in accounting from the University of Arizona. Since 2021, Mr. Ortega also has served on the board of James Avery Artisan Jewelry, a multi-channel jewelry retailer. Specific expertise: Mr. Ortega brings to the board significant retail and omnichannel experience. The board benefits from Mr. Ortega’s extensive experience holding leadership roles at multiple large retailers. Mr. Ortega also brings important perspective due to his prior service as the chairman of another public company board and his significant executive compensation experience. |

  17. Director nominee biographies

    | (1) Mr. Ortega was appointed lead independent director effective January 9, 2025. Prior to this date, Mr. Steele served in this role. |

  18. Director nominee biographies

    | Ken Parent | | | Director since 2011 Independent 66 years old Compensation committee (chair) | Ken Parent has been a director of the company since 2011. Mr. Parent served as special advisor to the chairman and chief executive officer of Pilot Flying J, the largest travel center operator in North America from January 2021 to April 2023. From 2014 to December 31, 2020, Mr. Parent served as president of Pilot Flying J. In this role, he oversaw all company functions, including human resources, technology, finance, real estate and construction. Mr. Parent also led strategic initiatives on behalf of Pilot Flying J. Prior to becoming president, he served as executive vice president, chief operating officer of Pilot Flying J from 2013 to 2014. Prior to that, Mr. Parent served as Pilot Flying J’s senior vice president of operations, marketing and human resources from 2001 to 2013 where he managed store and restaurant operations, marketing, sales, transportation and supply and distribution. Mr. Parent also serves as the vice-chairman of the board of directors for NASDAQ-listed Westrock Coffee, a leading integrated coffee, tea, flavors, extracts and ingredients provider in the U.S. Mr. Parent holds a Master of Business Administration and a bachelor’s degree in marketing from San Diego State University. Specific Expertise: Mr. Parent brings to the board significant managerial and operational experience as a result of the various senior positions held during his over 20-year tenure at Pilot Flying J, including as President. The board also benefits from Mr. Parent’s significant compensation and multi-unit expertise and deep knowledge of the fuel and retail industries. |

  19. Director nominee biographies

    | Chris Peterson | | | Director since 2018 Independent 58 years old Audit committee (chair) Compensation committee (member) | Chris Peterson has been a director of the company since 2018. Mr. Peterson is currently president and chief executive officer as well as a director of the board at NASDAQ-listed Newell Brands, Inc., a consumer and commercial products producer. Mr. Peterson previously served as president and chief financial officer and president, business operations at Newell before assuming his current role in May 2023. Prior to this role, he was chief operating officer, operations at Revlon, Inc., a beauty products retail company, where he led the global supply chain, finance and IT functions from April 2017 to July 2018. From 2012 to May 2016, Mr. Peterson was at Ralph Lauren, an apparel manufacturing company, where he was recruited as senior vice president, chief financial officer and later served as president, global brands. Prior to his time at Ralph Lauren, he spent 20 years at The Procter & Gamble Company in various roles of increasing responsibility, the latest of which was vice president and chief financial officer, global household care. Mr. Peterson has a bachelor’s degree from Cornell University in operations research and industrial engineering. Specific Expertise: Mr. Peterson brings to the board significant finance and operations experience in the retail and consumer packaged goods industry through his current chief executive role at Newell Brands, Inc. and his prior positions at Ralph Lauren, Revlon and The Procter & Gamble Company. The board also benefits from Mr. Peterson’s multi-unit expertise and significant experience in investor relations and executive compensation. |

  20. Director nominee biographies

    | Marie Robinson | | | Director since 2023 Independent 57 years old Audit committee (member) | Marie Robinson has been a director of the company since 2023. Ms. Robinson served as Sysco’s executive vice president and chief supply chain officer from March 2020 to September 2023. Previously she served as senior vice president, chief operations and transformation officer with Capri Holding Limited, the parent holding company of Michael Kors, Versace and Jimmy Choo and from May 2014 to December 2018 served as Senior Vice President, Corporate Strategy & COO for Michael Kors Holdings Limited. Ms. Robinson’s previous roles include senior vice president, chief logistics officer at Toys “R” Us from April 2012 to April 2014; senior vice president, supply, logistics and customer experience at The Great Atlantic & Pacific Tea Company, Inc. from December 2010 to March 2012; senior vice president, supply chain at Smart & Final Stores, LLC from July 2005 to November 2010; regional director at Toys “R” Us from July 2003 to June 2005; and regional vice president, logistics at Wal-Mart Stores, Inc. from January 1993 to April 2003. She began her career as a logistics officer for the U.S. Army and holds a bachelor’s degree in communications from the University of Alabama and a master’s degree in leadership and organizational studies from Azusa Pacific University. She currently also serves as an independent director for Lazer Logistics and Voltera, both of which are EQT properties, and as an independent director and a member of Audit and HR Committees of Dakota Supply Group, an ESOP company. Ms. Robinson also has served as a director of Adentra, an architectural products distributor, which is listed on the Toronto Stock Exchange. Specific Expertise: Ms. Robinson brings to the board significant retail operations experience due to her 30 plus years at companies such as Wal-Mart Stores, Inc., Toys “R” Us, Inc., and Capri Holding Limited. The board benefits from Ms. Robinson’s deep knowledge in operations, logistics and transformation and significant executive compensation experience. |

  21. Director nominee biographies

    | Rob Steele | | | Director since 2016 69 years old Audit committee (member) | Rob Steele has been a director of the company since 2016 and served as lead independent director of the company from 2019 through early January 2025. From 2007 to 2011, Mr. Steele served as vice chairman of global health and well-being at The Procter & Gamble Company, retiring in 2011. Mr. Steele spent 35 years with The Procter & Gamble Company, where he served as group president of global household care, group president of North America, VP North America home care and in a range of brand management and sales positions. Mr. Steele holds a Master of Business Administration from Cleveland State University and a bachelor’s degree in economics from the College of Wooster. He currently serves on an advisory board for CVC, a private equity and investment advisory firm. He also serves on the board of Berry Global and served on the board of Newell Brands from 2018 to May 2024. Mr. Steele formerly served on the board of Kellogg Company from 2007 to 2012; the board of Beam Co. from 2012 to 2014; the board of Keurig Green Mountain, Inc. from 2013 to 2016; and as trustee of The St. Joseph Home for Handicapped Children from 1995 to 2012. He also previously served on the board of directors of LSI Industries, Inc. from July 2016 to June 2019. Specific Expertise: Mr. Steele brings to the board strong experience in the consumer packaged goods industry, including his long career at The Procter & Gamble Company, where he held several leadership positions. The board also benefits from Mr. Steele’s consumer packaged goods experience and significant experience in marketing and executive compensation. |

  22. Director nominee biographies

    | Director compensation | Our non-employee director compensation is intended to attract, retain and appropriately compensate highly qualified individuals to serve on the board. The board and/or the compensation committee review our non-employee director compensation policy annually. |

  23. Director nominee biographies

    The board is responsible for approving the compensation of our non-employee directors, provided that the compensation committee may make recommendations to the board with respect to non-employee director compensation. For fiscal year 2024, the company increased the annual retainer paid to each director for their service from $95,000 to $100,000. In addition, the retainer for lead director was increased from $50,000 to $60,000 due to the heightened level of responsibilities for such role following the combination of the roles of chairman of the board and chief executive officer by the board and to better align with peer group practices. The additional fees paid to the chairpersons for each committee were increased as follows: audit committee chair from $30,000 to $40,000; compensation committee chair from $25,000 to $35,000; and nominating and corporate governance committee chair from $18,000 to $25,000. Likewise, the company increased the retainer paid to those serving as members of such committees as follows: audit committee member from $12,500 to $17,500; compensation committee member from $10,000 to $15,000; and nominating and corporate governance committee member from $8,000 to $10,000. The following table sets forth information concerning the compensation of our non-employee directors during fiscal year 2024. Mr. Eddy, our current chairman, president and chief executive officer was an employee of the company during fiscal year 2024 and, therefore, did not receive compensation for his service as a director. The compensation of Mr. Eddy is reflected in the Summary Compensation Table. In September 2024, pursuant to its 2018 Incentive Award Plan, the company expanded its deferral offering to permit non-employee directors to defer restricted stock unit grants and/or cash retainers earned. In order to effectuate such deferrals, a participant must elect to defer the receipt of the grant(s) (or a portion thereof) before the end of the calendar year preceding the calendar year in which the applicable award is scheduled to be granted. Upon the vesting of any restricted stock units awarded to any participant who has elected to deferral, any shares of the company’s common stock that would otherwise have been issued to the participant upon such vesting are converted to deferred stock units on a one-to-one basis and credited to the deferred account of the participant. The deferred stock units are held in separate deferred accounts for each participant. If dividends are paid with respect to the company’s common stock, each deferred account is credited with the proportional number of whole and fractional stock units.

  24. Director nominee biographies

    | Director name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | All other compensation(3) | Total |

  25. Director nominee biographies

    | Chris Baldwin(4) | 38,869 | — | 6,309 | 45,178 | | Darryl Brown | 139,829 | 179,954 | — | 319,783 | | Dave Burwick(5) | 67,189 | 179,954 | — | 247,143 | | Michelle Gloeckler | 109,929 | 179,954 | — | 289,883 | | Maile Naylor | 127,379 | 179,954 | — | 307,333 | | Steve Ortega | 136,016 | 179,954 | — | 315,970 | | Ken Parent | 134,849 | 179,954 | 874 | 315,677 | | Chris Peterson | 154,799 | 179,954 | — | 334,753 | | Marie Robinson | 117,399 | 179,954 | — | 297,353 | | Rob Steele | 173,632 | 179,954 | — | 353,586 |

  26. Director nominee biographies

    | (1) Represents amounts earned in fiscal year 2024 with respect to cash retainers. |

  27. Director nominee biographies

    | (2) Represents the aggregate grant date fair value of restricted stock unit awards granted during fiscal year 2024, calculated as the closing price per share of our common stock on the NYSE on June 20, 2024 (i.e., $88.56), multiplied by the number of units granted, in accordance with ASC Topic 718. Please see “Executive Compensation—Compensation Discussion and Analysis—Tax and Accounting Considerations—Accounting for Stock-Based Compensation” for further information. As of the end of fiscal year 2024, each of the non-employee directors had 2,032 unvested restricted stock unit awards which had been granted by the company as director compensation. None of our directors forfeited any restricted stock units during fiscal year 2024. |

  28. Director nominee biographies

    | (3) Represents compensation due to use of private plane for business purposes that included personal components. |

  29. Director nominee biographies

    | (4) Represents fees earned through June 20, 2024, the date of Mr. Baldwin’s resignation as a director. As a result of his resignation, Mr. Baldwin was not granted a restricted stock unit award during fiscal year 2024. |

  30. Director nominee biographies

    | (5) Represents fees earned from June 20, 2024, the date of Mr. Burwick’s appointment as a director. Mr. Burwick’s fees presented in the table above are inclusive of $9,167 of cash retainer fees earned during fiscal year 2024, which were deferred under the Company’s non-qualified deferred compensation plan. |

  31. Narrative disclosure to director compensation table

    Narrative disclosure to director compensation table Pursuant to our non-employee director compensation policy, each non-employee director will receive a cash retainer for service on the board and for service on each committee on which the director is a member in the following amounts:

  32. Narrative disclosure to director compensation table

    | Annual retainer ($) |

  33. Narrative disclosure to director compensation table

    | Board | | | All non-employee directors | 100,000 | | Additional retainer for lead director | 60,000 | | Audit committee | | | Chair | 40,000 | | Members (other than the chair) | 17,500 | | Compensation committee | | | Chair | 35,000 | | Members (other than the chair) | 15,000 | | Nominating and corporate governance committee | | | Chair | 25,000 | | Members (other than the chair) | 10,000 |

  34. Narrative disclosure to director compensation table

    The annual retainers are earned on a quarterly basis based on a calendar quarter and are paid by the company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a non-employee director does not serve as a director or in the applicable committee or board positions for an entire calendar quarter, such director will receive a pro-rated portion of the applicable retainers otherwise payable to such director for such calendar quarter. We also reimburse our non-employee director for any travel or other business expenses related to their service as a director. In addition to the annual cash retainers, each non-employee director receives an annual restricted stock unit grant with a fair market value on the date of grant of $180,000 per year (an increase from $150,000 in 2023), which is made pursuant to the BJ’s Wholesale Club Holdings, Inc. 2018 Incentive Award Plan (the “2018 Plan”). The annual equity award will be granted on the date of the annual meeting of shareholders or on the date of such director’s election or appointment to the board, which awards will also be prorated if a director is elected or appointed as of a date other than the date of the annual meeting of shareholders. Each equity award will vest and become exercisable on the earlier of (i) the day immediately preceding the date of the first annual meeting of shareholders following the date of grant and (ii) the first anniversary of the date of grant, subject to the director continuing in service on the board through the applicable vesting date. No portion of an annual equity award that is unvested or unexercisable at the time of a director’s termination of service on the board will become vested and exercisable thereafter. In the event a director is terminated upon or within 12 months following a change in control, as defined in the 2018 Plan, such director’s outstanding equity awards will accelerate and vest in full.

  35. ALIGN compensation with our corporate strategies, business and financial objectives and the long-term interests of our shareholders

    ALIGN compensation with our corporate strategies, business and financial objectives and the long-term interests of our shareholders

  36. Elements of compensation

    | | Base salary | Fixed short-term cash | Provides market-competitive fixed cash compensation reflecting role, responsibility and experience. Represents 10% of CEO target compensation and 19% - 28% of other NEO target compensation. | | | Annual Incentive Plan awards(1) | Variable mid-term cash | Earned based on achievement of a pre-established company financial metrics (adjusted EBITDA and comparable club sales). Designed to align pay to both individual and company performance for the fiscal year. Represents 18% of CEO target compensation and 7% - 20% of other NEO target compensation. | | | Long-term incentive awards(2) | Variable long-term equity | Designed to drive company performance; align interests with shareholders; and encourage long-term retention of executives. Represents 72% of CEO target compensation and 52% - 65% of other NEO target compensation |

  37. Elements of compensation

    | (2) Annual performance share unit awards represent 50% of long-term incentive awards, vest over a three-year period and are earned based on the achievement of cumulative adjusted EPS growth, as well as annual membership growth and retention, compared to goals established by the compensation committee. The shares earned pursuant to these awards, if any, will cliff vest three years from the grant date, based on continued employment through such date. Annual restricted stock unit awards represent the remaining 50% of long-term incentive awards and vest ratably over a three-year grant period. |

  38. Elements of compensation

    We view each component of our executive compensation program as related, but distinct, and we also regularly reassess the total compensation of our executive officers to ensure that our overall compensation objectives are met. In addition, we have determined the appropriate level for each compensation component, which is based on our understanding of the competitive market based on the experience of the members of the compensation committee, advice and information provided by Exequity (as defined and described below in “Engagement of compensation consultant”), our recruiting and retention goals, our view of internal equity and consistency, the length of service of our executive officers, our and each executive officer’s overall performance, and other considerations the compensation committee considers relevant. Our executive compensation program is designed to be flexible and complementary and to collectively serve all of the executive compensation principles and objectives described above. We offer cash compensation, in the form of base salaries, annual company performance-based incentives and, as circumstances warrant, discretionary individual performance-based incentives, that we believe appropriately rewards our executive officers for their contributions to our business. When making awards, the compensation committee considers the company’s financial and operational performance. A key component of our executive compensation program is long-term incentive awards, which are comprised of performance-based and time-based awards as noted above. We emphasize the use of long-term equity awards to incentivize our executive officers to focus on the growth of our overall enterprise value and, correspondingly, the creation of value for our shareholders. Except as described below, we have not adopted any formal or informal policy or guidelines for allocating compensation between currently paid and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. Each of the primary elements of our executive compensation program is discussed in more detail below.

  39. Key compensation practices

    | | WHAT WE DO | | WHAT WE DON’T DO | | | Align the interests of our NEOs with those of our long-term investors by awarding a meaningful percentage of total compensation in the form of equity | | Do not allow hedging or pledging of company securities | | | Grant annual cash incentive compensation opportunities based on pre-established company goals | | Do not provide for “single trigger” payment of cash severance or acceleration of time-based equity upon a change in control | | | Have robust equity ownership guidelines for our directors and executive officers (for our CEO, 5x base salary) | | Do not provide for Section 280G excise tax gross-up payments | | | Have a clawback policy that allows for the recovery of previously paid incentive compensation in the event of a financial restatement | | Do not encourage unnecessary or excessive risk-taking as a result of our compensation policies | | | Engage an independent compensation consultant to advise the compensation committee | | Do not allow for repricing of stock options without shareholder approval |

  40. Role of the compensation committee

    | • | our evaluation of the competitive market based on the experience of the members of the compensation committee with other companies and market information we may receive from executive search firms retained by us; |

  41. Engagement of compensation consultant

    Engagement of compensation consultant The compensation committee is authorized to retain the services of one or more executive compensation advisors, in its discretion, to assist with the establishment and review of our compensation programs and related policies. In accordance with its authority to retain consultants and advisors described above, the compensation committee continued to engage the services of Exequity, LLP (“Exequity”), a national compensation consulting firm, as its compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in administering our compensation program and policies. All services related to executive compensation provided by Exequity during fiscal year 2024 were conducted under the direction or authority of the compensation committee, and all work performed by Exequity was pre-approved by the compensation committee. Neither Exequity nor any of its affiliates maintains any other direct or indirect business relationships with us or any of our subsidiaries. Additionally, during fiscal year 2024, Exequity did not provide any services to us unrelated to executive and director compensation. The compensation committee evaluates Exequity’s independence on an annual basis and has evaluated whether any work provided by Exequity raised any conflict of interest under applicable SEC or NYSE rules for services performed during fiscal year 2024 and determined that it did not.

  42. Key fiscal year 2024 compensation decisions

    | • | for certain NEOs, increased annual long-term incentive awards (in the form of restricted stock unit awards and performance-based stock units) as further described in “Long-term incentive awards” below; and |

  43. Key fiscal year 2024 compensation decisions

    | • | determined that our NEOs earned, or are expected to earn, 200% of their respective target performance share unit awards granted in fiscal year 2021, the majority of which were earned on February 3, 2024, for the three-year performance period from January 30, 2021 to February 3, 2024. |

  44. Assessing competitive practice through peer group comparisons

    Assessing competitive practice through peer group comparisons To gain a general understanding of our current compensation practices, the compensation committee reviews the compensation of executives serving in similar positions at peer group companies. The external market data reviewed for fiscal year 2024 was provided by Exequity. In reviewing and developing the peer group companies for fiscal year 2024, the compensation committee considered, at the recommendation of Exequity, industry, annual revenue, market capitalization, enterprise value, EBITDA and gross margin, among other factors for each company. With respect to its executive compensation program, the company is reasonably positioned near the median of the peer group companies based on market capitalization and enterprise value. The compensation committee reviews and develops the peer group companies annually with input from Exequity.

  45. Fiscal year 2024 executive compensation peer group companies

    Fiscal year 2024 executive compensation peer group companies

  46. Fiscal year 2024 executive compensation peer group companies

    | Company name | GICS industry | | Albertsons Companies, Inc. | Food Retail | | Big Lots, Inc. | Broadline Retail | | Burlington Stores, Inc. | Apparel Retail | | Dick’s Sporting Goods, Inc. | Other Specialty Retail | | Dollar General Corporation | Broadline Retail | | Dollar Tree, Inc. | Broadline Retail | | Foot Locker, Inc. | Apparel Retail | | Kohl’s Corporation | Broadline Retail | | Petco Health and Wellness Company, Inc. | Other Specialty Retail | | Sprouts Farmers Market, Inc. | Food Retail | | Ross Stores, Inc. | Apparel Retail | | Target Corporation | Consumer Staples Merchandise Retail | | The TJX Companies, Inc. | Apparel Retail | | Williams-Sonoma, Inc. | Homefurnishing Retail |

  47. Fiscal year 2024 executive compensation peer group companies

    In fiscal year 2024, the compensation committee considered the pay practices and compensation levels of executives serving in similar positions at the peer group companies when it determined the base salary adjustments, the change in the target payout levels under our Annual Incentive Plan and the size and mix of equity awards granted to our NEOs, each as described below.

  48. Base salary

    The base salaries of our executive officers, including our NEOs, are reviewed periodically by the compensation committee and our chief executive officer (except with respect to his own base salary), and adjustments are made as deemed appropriate. In determining the amount of base salary that each NEO receives, we consider the executive’s current compensation, tenure, any change in the executive’s position or responsibilities and the complexity and scope of the executive’s position and responsibilities as compared to those of other executives within the company and in similar positions at the peer group companies. The increases to the base salaries of our NEOs for fiscal year 2024 were designed to maintain or establish, as applicable, each NEO’s base salary near the median of his or her counterparty within the peer group companies and were based on the compensation committee’s review of the benchmarking data for the peer group companies provided by Exequity.

  49. Annual Incentive Plan awards

    Annual Incentive Plan awards Our Annual Incentive Plan, which became effective on January 29, 2017 (the “Annual Incentive Plan”), is designed to reward participants, including our NEOs, for their contributions to the company based on the achievement of pre-established company financial metrics, adjusted EBITDA and comparable club sales. As each NEO’s performance contributes to these metrics, we believe they provide a fair and objective basis on which to evaluate each NEO’s performance and to determine each NEO’s annual cash incentive award under the Annual Incentive Plan.

  50. Annual Incentive Plan awards

    | Financial performance metric (weighting) | Definition | Rationale for selection |

  51. Annual Incentive Plan awards

    | Adjusted EBITDA 70% | Income from continuing operations before interest expense, net, provision for income taxes and depreciation and amortization, adjusted for the impact of certain other items, including stock-based compensation expense; acquisition and integration costs; home office transition costs; restructuring and other adjustments, pre-opening expense, non-cash rent expense and specified litigation expense; and, for purposes of setting our performance target under the Annual Incentive Plan, excluding gas profit outside of a specific collar and other adjustments as determined by the compensation committee. | • Creates a strong focus on our overall profit goal and underlying drivers of revenue growth, cost control, cash generation and ultimately total shareholder return. • Directly measures the progress we are making on our strategic growth initiatives. | | Comparable club sales 30% | Comparable club sales, also known as same-store sales, includes all clubs that were open for at least 13 months at the beginning of the period and were in operation during the entirety of both periods being compared, including relocated clubs and expansions. | • Key valuation driver in the retail industry. • Key financial metric in measuring the company’s performance and demonstrates the effectiveness of our core business activities. |

  52. Annual Incentive Plan awards

    The compensation committee assigns our NEOs an annual cash incentive target opportunity expressed as a percentage of base salary. For fiscal 2024, these formula-driven cash payouts could have ranged from zero, if company performance fell below minimum thresholds, to 100% of annual incentive opportunity, if the targets were met, and up to a maximum of 200% of the target annual incentive opportunity if performance exceeded target. Our Annual Incentive Plan provides the compensation committee with the authority to reduce the amount of annual cash incentive award paid to a participant, or some or all participants, if the compensation committee determines that such reduction is appropriate. The compensation committee established minimum, target and maximum levels of performance for the adjusted EBITDA and comparable club sales goals shortly after the beginning of fiscal year 2024, based on an assessment of the operating landscape for fiscal year 2024, which may result in variations in these established levels from year to year. The table below illustrates the relationship between actual adjusted EBITDA and comparable club sales performance for fiscal year 2024 as compared to performance targets, the percentage of performance targets earned and the resulting aggregate cash incentive award attainment determined with interpolation applying for amounts between levels.

  53. Annual Incentive Plan awards

    | (dollars in millions) | Adjusted EBITDA ($)(1) | Comparable club sales ($) | Payout (%) |

  54. Annual Incentive Plan awards

    | Minimum | 976 | 15,334 | 0 | | Target | 1,084-1,128 | 15,762-15,995 | 100 | | Maximum | 1,196 | 16,501 | 200 | | Actual | 1,091(2) | 16,023 | 102 | | Achievement (%) | 100 | 107 | |

  55. Annual Incentive Plan awards

    | (1) The compensation committee determined that adjusted EBITDA for fiscal year 2024 was $1.09B and the comparable club sales was $16.02B which resulted in an achievement level of 102% for total AIP payout. The weighting of the adjusted EBITDA and comparable club sales goals is 70% and 30%, respectively. |

  56. Annual Incentive Plan awards

    | (2) Additionally, adjusted EBITDA Includes gas profit collared at -30%/+60% of original plan for EBITDA metric. The plan provides credit for over-performance on gas profit up to 160% of original plan and does not penalize for gas profit declines below 70% of original plan. The collar had no impact on adjusted EBITDA for fiscal year 2024. |

  57. Annual Incentive Plan awards

    Each NEO’s target annual cash incentive award opportunity is expressed as a percentage of his or her base salary in effect at fiscal year-end and is based on peer group benchmark data and the scope of responsibility and impact the executive has on the company’s overall results. The compensation committee increased the target payout percentage for Mr. Eddy for his fiscal year 2024 award. The target payout percentage increase was intended to align Mr. Eddy’s potential annual total cash compensation more closely with the median of the annual total cash compensation paid to executives with similar roles and responsibilities at the peer group companies and were based on the compensation committee’s review of the benchmarking data for the peer group companies provided by Exequity. The following table sets forth fiscal year 2024 target incentives for each of our NEOs as a percentage of base salary, the percentage of target incentive earned for each NEO as a percentage of base salary and the cash incentive award amounts that were paid to each NEO for fiscal year 2024 based on the achievement of the goals described above.

  58. Annual Incentive Plan awards

    | Named executive officer | Annual Incentive Plan target incentive percentage (%)(1) | Annual Incentive Plan target incentive ($)(2) | Percentage earned (%) | Cash incentive award amount ($)(3) |

  59. Annual Incentive Plan awards

    | Bob Eddy | 175 | 2,362,500 | 102 | 2,413,766 | | Laura Felice | 85 | 637,500 | 102 | 651,334 | | Paul Cichocki | 100 | 900,000 | 102 | 919,530 | | Jeff Desroches | 75 | 150,000(4) | 102 | 153,255 | | Graham Luce | 70 | 385,000 | 102 | 393,355 | | Bill Werner | 75 | 431,250 | 102 | 440,608 |

  60. Annual Incentive Plan awards

    | (1) Each executive’s target incentive was a percentage of their base salary as of February 1, 2025. |

  61. Annual Incentive Plan awards

    | (2) Calculated as Annual Incentive Plan target incentive percentage multiplied by the NEO’s annual salary. |

  62. Annual Incentive Plan awards

    | (3) Cash incentive award amounts earned for fiscal year 2024 were paid in March 2025. |

  63. Annual Incentive Plan awards

    | (4) Jeff Desroches entered into a Post-Resignation Agreement dated November 13, 2024 with the company. As part of the terms, he ceased performing the role of Executive Vice President, Chief Operations Officer effective November 5, 2024 and commenced the role of Executive Advisor from that date until April 2, 2025. At such time, his base salary was adjusted to $200,000. This amount formed the basis of his Annual Incentive Plan target amount. See “NEO employment agreements” for more detail. |

  64. Long-term incentive awards

    Long-term incentive awards For fiscal year 2024, each of our NEOs received long-term incentive awards consisted of performance share units and restricted stock unit awards. We designed these awards primarily to motivate, reward and retain our executive officers in a manner that best aligns their interests with the interests of our shareholders. Our executive officers earn performance share units based on the achievement of pre-defined cumulative adjusted EPS and membership goals over a three-year performance period, determined by the compensation committee, and we believe these types of awards provide a direct line of sight for the NEOs between our financial performance and their long-term incentive rewards. Furthermore, the restricted stock unit component of our long-term incentive awards closely aligns the incentives provided by these awards with the interests of our shareholders as our executive officers benefit from restricted stock unit awards when the market price of our common stock increases and all changes to the value of stock, whether positive or negative, directly correspond to those experienced by our shareholders. Therefore, we believe that restricted stock unit awards and performance share units provide meaningful incentives to our executive officers to achieve increases in the value of our stock over time and are an effective tool for meeting our compensation goals of increasing long-term shareholder value by tying the value of the awards to our future performance and by aligning executive officer compensation with the interests of our shareholders. Historically, when determining the amount and terms of equity compensation awards, we considered, among other things, market information provided by Exequity, individual performance history, job scope, function, title, outstanding and unvested equity awards and comparable awards granted to other executives at similar levels at the peer group companies. The compensation committee has also drawn upon the experience of its members in making such determinations. Based on these considerations, the compensation committee determined to increase the long-term incentive award amounts for several NEOs for fiscal year 2024 in order to remain competitively positioned with their respective counterparties within the peer group companies. This decision was also based on the compensation committee’s review of the benchmarking data for the peer group companies provided by Exequity.

  65. Target Long-Term Incentive Values

    Target Long-Term Incentive Values

  66. Target Long-Term Incentive Values

    | Name | 2024 ($) | 2023 ($) | Change (%) |

  67. Target Long-Term Incentive Values

    | Bob Eddy | 9,500,000 | 8,000,000 | 18.75 | | Laura Felice | 2,500,000 | 1,700,000 | 47.06 | | Paul Cichocki | 3,000,000 | 2,700,000 | 11.11 | | Jeff Desroches(1) | 1,500,000 | 1,500,000 | 0.00 | | Graham Luce(2) | 1,025,000 | — | — | | Bill Werner | 1,300,000 | 1,300,000 | 0.00 |

  68. Target Long-Term Incentive Values

    | (1) Mr. Desroches was awarded $1,500,000 as a target long-term incentive award while performing the role of Executive Vice President, Chief Operations Officer during fiscal year 2024. Pursuant to the terms of his Post-Resignation Agreement, Mr. Desroches performed the role of Executive Advisor from November 5, 2024 until April 2, 2025, at which time he forfeited approximately $1,250,000 and $1,000,000 of grant date fair value related to his 2024 and 2023 long-term incentive awards, respectively. |

  69. Target Long-Term Incentive Values

    | (2) Mr. Luce was not a named executive officer in fiscal year 2023 so any long-term incentive award amount for that period has not been disclosed nor the percentage differential been calculated. |

  70. Target Long-Term Incentive Values

    The following table sets forth the types of awards we granted, weighting (based on target value) allocated to each type of award for each of our NEOs and vesting terms of our long-term incentive compensation for fiscal year 2024:

  71. Target Long-Term Incentive Values

    | Award type for NEOs | Weighting | Vesting terms |

  72. Target Long-Term Incentive Values

    | Performance share units | 50% | Earned based on the achievement of cumulative adjusted EPS, and membership growth and retention, compared to goals established by the compensation committee and are earned over the three-year performance period ending on January 30, 2027. The shares earned, if any, will cliff vest on April 1, 2027, based on continued employment through such date. | | Restricted stock units | 50% | Vest in three equal annual installments commencing on April 1, 2025, subject to continued employment through such dates. |

  73. Performance share unit awards

    Performance share unit awards We granted performance share unit awards to our NEOs in fiscal year 2024 for 50% of their long-term incentive compensation awards. These performance share unit awards include a revised metric including an additional component relating to the average annual increase in total paid members as well as the annual tenured member renewal rate. The awards may be earned by our NEOs based on cumulative adjusted EPS growth achieved over a three-year performance period from February 4, 2024 to January 30, 2027. Cumulative adjusted EPS means the sum of the earnings per share, determined by the compensation committee in its sole discretion in accordance with generally accepted accounting practices in the United States, for each of the three fiscal years in the applicable performance period, adjusted to account for: (i) unusual or one-time items of expense or income, including without limitation, asset impairment charges, charges associated with closing or relocating of a club, charges related to debt refinancing or other capital market transactions; (ii) income or expense related to discontinued operations; (iii) restructuring charges including severance charges related to the restructuring and any other non-recurring or out of period charge as approved by the compensation committee and the tax impact of the foregoing adjustments on net income; (iv) the effects of acquisitions, divestitures, stock split-ups, stock dividends or distributions, recapitalizations, warrants or rights issuances or combinations, exchanges or reclassifications with respect to any outstanding class or series of our common stock; (v) a corporate transaction, such as any merger of the company with another corporation, any consolidation of the company and another corporation into another corporation, any separation of the company or its business units; or (vi) any reorganization of us, or any partial or complete liquidation or sale of all or substantially all of our assets. We use cumulative adjusted EPS to set our performance target under the performance share unit awards because we believe (a) it aligns closely with overall shareholder value and indicates our ability to create the same and (b) it is a metric commonly used by companies in our peer group and in the general industry. As each NEO’s performance contributes to this metric, we believe it provides a fair and objective basis on which to evaluate each NEO’s performance and to determine each NEO’s performance share unit award. The number of units that will be earned, as a percentage of the target number of units granted, is based on threshold, target and maximum levels of performance established by the compensation committee shortly after the beginning of fiscal year 2024, based on their assessment of the company outlook, which may result in variations in these established levels from year to year. For fiscal year 2024, consistent with prior years, the adjusted EPS performance levels were increased based on growth expectations for the business. If our cumulative adjusted EPS does not equal or exceed the threshold level established, then our NEOs will not be entitled to earn any shares pursuant to these performance share units. To the extent our performance falls between two of the established levels of performance, the percentage earned will be determined based on straight-line interpolation between the percentages that would have been earned for the established levels of performance. Pursuant to these levels of performance, each NEO could earn between 0% and 200%, respectively, of his or her target performance share units. Additional performance share units of up to 100% of the target number may be earned based on membership growth and retention goals. The maximum total payout is 300% of target. The shares earned, if any, will cliff vest as of the end of the three-year performance period subject to continued employment through April 1, 2027. The table below illustrates the relationship between level of achievement and the performance share unit awards earned as a percentage of target performance, with interpolation applying for amounts between levels.

  74. Performance share unit awards

    | | Fiscal year 2024 target amounts | | | Name | Grant date fair value ($) | Units (#)(1) |

  75. Performance share unit awards

    | Bob Eddy | 4,749,924 | 61,969 | | Laura Felice | 1,249,932 | 16,307 | | Paul Cichocki | 1,499,964 | 19,569 | | Jeff Desroches(2) | 749,944 | 9,784 | | Graham Luce | 512,482 | 6,686 | | Bill Werner | 649,992 | 8,480 |

  76. Performance share unit awards

    | (1) The target number of units granted to each of our NEOs was determined based on the target dollar value divided by the estimated grant date fair value per unit which was determined by using the fair market value of our common stock on April 26, 2024, which was $76.65. |

  77. Performance share unit awards

    | (2) Pursuant to the terms of his Post-Resignation Agreement, Mr. Desroches performed the role of Executive Advisor from November 5, 2024 until April 2, 2025, at which time he forfeited all 9,784 performance share units and $749,944 of grant date fair value related to this award. |

  78. Status of Performance Share Unit Awards

    Status of Performance Share Unit Awards During fiscal year 2021, we granted one-time performance-based restricted share unit awards to Messrs. Eddy, Cichocki and Werner and Ms. Felice in connection with their promotions (each, a “PSU Promotion Award”), with performance criteria relating to cumulative adjusted EPS growth during the performance period compared to goals established by the compensation committee for the performance period. In fiscal years 2022 and 2023, we granted performance-based restricted share unit awards to our NEOs also with performance criteria relating to cumulative adjusted EPS growth during the performance period compared to goals established by the compensation committee for the performance period. The table below provides a summary of the 2021 PSU awards paid out in fiscal year 2024 which were paid out at 200% of Target Earned:

  79. Status of Performance Share Unit Awards

    | Name | PSU target shares | PSU vested shares |

  80. Status of Performance Share Unit Awards

    | Bob Eddy(1) | 181,359 | 211,340 | | Laura Felice | 9,326 | 18,652 | | Paul Cichocki | 28,147 | 56,294 | | Jeff Desroches | 15,748 | 31,496 | | Graham Luce | 4,218 | 8,436 | | Bill Werner | 8,191 | 16,382 |

  81. Status of Performance Share Unit Awards

    | (1) Mr. Eddy’s PSU target shares include 75,689 shares which have completed the performance period and earned the maximum 200% payout, subject to continuous employment through February 3, 2025 and February 3, 2026. These shares are expected to vest ratably and be paid to Mr. Eddy during fiscal year 2025 and fiscal year 2026, respectively. See “Outstanding equity awards at fiscal 2024 year-end” for additional discussion on this award. |

  82. Restricted stock unit awards

    Restricted stock unit awards We also granted restricted stock unit awards to our NEOs for fiscal year 2024. These awards comprise 50% of their long-term incentive compensation awards and vest in three equal annual installments commencing on April 1, 2025, subject to continued employment through such dates. The following table sets forth the restricted stock unit awards granted to each of our NEOs for fiscal year 2024.

  83. Restricted stock unit awards

    | | Fiscal year 2024 restricted stock unit awards | | | Name | Grant date fair value ($) | Share (#)(1) |

  84. Restricted stock unit awards

    | Bob Eddy | 4,749,940 | 63,638 | | Laura Felice | 1,249,996 | 16,747 | | Paul Cichocki | 1,499,965 | 20,096 | | Jeff Desroches(2) | 749,983 | 10,048 | | Graham Luce | 512,478 | 6,866 | | Bill Werner | 649,965 | 8,708 |

  85. Restricted stock unit awards

    | (1) The number of shares granted to each of our NEOs was determined based on the target dollar value divided by the estimated grant date fair value per share which was determined by using the fair market value of our common stock on April 1, 2024 which was $74.64. |

  86. Restricted stock unit awards

    | (2) Pursuant to the terms of his Post-Resignation Agreement, Mr. Desroches will perform the role of Executive Advisor from November 5, 2024 until April 2, 2025, at which time he will forfeit 6,699 restricted stock unit awards and $500,013 of grant date fair value related to this award. |

  87. Executive Retirement Plan and Non-Qualified Deferred Compensation Plan

    Executive Retirement Plan and Non-Qualified Deferred Compensation Plan

  88. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan In November 2023, the compensation committee adopted the BJ’s Wholesale Club, Inc. Non-Qualified Deferred Compensation Plan (the “Executive NQDC Plan”) effective on January 1, 2024. Pursuant to the Executive NQDC Plan, a select group of management or highly compensated employees of the Company (“participants”), including the company’s NEOs, are eligible to participate by making an annual irrevocable election to defer up to fifty percent (50%) of the participant’s annual base salary, as well as up to one hundred percent (100%) of any annual cash incentive award. A participant will be 100% vested at all times in their elective deferral account within the Executive NQDC Plan. Deferred amounts are held for each participant in separate individual accounts in an irrevocable rabbi trust. The accounts are credited with earnings or losses based on the rate of return of notional investment options designated by the trustee of the rabbi trust and selected by the participant, which he or she may change at any time. In addition, the company may elect, during any single plan year, to provide a discretionary contribution to the Executive NQDC Plan to a select management participant on such participant’s behalf. Select eligible management participants include the company’s NEOs. In September 2024, pursuant to its 2018 Incentive Award Plan, the company expanded its deferral offering to permit Director level or higher employees (including the company’s NEOs) to defer performance stock unit and restricted stock unit grants. In order to effectuate such deferrals, a participant must elect to defer the receipt of the grant(s) (or a portion thereof) before the end of the calendar year preceding the calendar year in which the applicable award is scheduled to be granted. Upon the vesting of any restricted stock units awarded to any participant who has elected to defer his or her restricted stock unit grants, any shares of the company’s common stock that would otherwise have been issued to the participant upon such vesting are converted to deferred stock units on a one-to-one basis and credited to the deferred account of the participant. The deferred stock units are held in separate deferred accounts for each participant. If dividends are paid with respect to the company’s common stock, each deferred account is credited with the proportional number of whole and fractional stock units. In April of fiscal year 2024, the company made a discretionary contribution to the NEOs participating in the Executive NQDC Plan equivalent to 5% of their base compensation, which totaled $434,249. The benefits under the Executive NQDC Plan will be paid to the participant, or in the event of death, to the participant’s beneficiary, following the earliest of the participant’s separation from service, death, disability, or the specified time elected by the participant, either in installments or in a lump sum payment in accordance with the terms of the Executive NQDC Plan and provisions established by the company. If a participant dies before receiving the full value of the deferral account balances, the designated beneficiary would receive a lump sum of the remaining balance.

  89. Severance and change in control benefits

    Severance and change in control benefits We have entered into employment agreements with each of our NEOs and believe that it is in the best interests of our shareholders to extend the severance benefits set forth therein to our executives to reinforce and encourage retention and focus on shareholder value creation without distraction. In determining the appropriate severance entitlements to provide our NEOs, the compensation committee reviewed general market trends in consultation with our compensation consultant, Exequity. The material elements of these employment agreements are summarized below under “—Employment Agreements and Potential Payments Upon Termination or Change in Control.”

  90. Section 280G of the Internal Revenue Code

    Section 280G of the Internal Revenue Code Section 280G of the Internal Revenue Code of 1986 (the “Internal Revenue Code”) disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Section 4999 of the Internal Revenue Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, incentive payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. In approving the compensation arrangements for our NEOs in the future, the compensation committee will consider all elements of the cost to the company of providing such compensation, including the potential impact of Section 280G. However, the compensation committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent.

  91. Accounting for stock-based compensation

    Accounting for stock-based compensation We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of restricted stock, restricted stock units, performance share units and other equity-based awards under our equity incentive award plans will be accounted for under ASC Topic 718. The compensation committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  92. Summary Compensation Table

    Summary Compensation Table The table below (“Summary Compensation Table”) sets forth the compensation earned by or paid to our NEOs for fiscal year 2024, fiscal year 2023 and fiscal year 2022 presented in accordance with SEC rules. Mr. Werner was not an NEO in fiscal year 2022, and Mr. Luce was not an NEO in either fiscal year 2022 or fiscal year 2023.

  93. Summary Compensation Table

    | Fiscal year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other Compensation ($)(4) | Total ($) |

  94. Summary Compensation Table

    | Bob Eddy President and Chief Executive Officer | | | | | | | | 2024 | 1,350,003 | — | 9,499,864 | 2,413,766 | 344,519 | 13,608,152 | | 2023 | 1,350,005 | — | 7,999,978 | 1,215,000 | 293,569 | 10,858,552 | | 2022 | 1,200,014 | 933,333(5) | 6,999,976 | 2,844,001 | 271,840 | 12,249,164 | | Laura Felice Executive Vice President, Chief Financial Officer | | | | | | | | 2024 | 750,006 | — | 2,499,928 | 651,334 | 86,111 | 3,987,379 | | 2023 | 751,448 | 125,000(5) | 1,699,860 | 382,500 | 76,769 | 3,035,577 | | 2022 | 660,582 | 62,500(5) | 1,499,898 | 746,550 | 62,216 | 3,031,746 | | Paul Cichocki Executive Vice President, Chief Commercial Officer | | | | | | | | 2024 | 900,016 | — | 2,999,929 | 919,530 | 277,827 | 5,097,302 | | 2023 | 908,670 | — | 2,699,876 | 540,000 | 24,183 | 4,172,729 | | 2022 | 850,013 | — | 2,499,875 | 1,343,001 | 13,669 | 4,706,558 | | Jeff Desroches Executive Vice President, Chief Operations Officer | | | | | | | | 2024 | 546,157 | — | 1,499,927 | 153,255 | 87,385 | 2,286,724 | | 2023 | 658,176 | — | 1,499,948 | 292,500 | 91,004 | 2,541,628 | | 2022 | 620,211 | 466,667(5) | 1,399,941 | 691,250 | 90,675 | 3,268,744 | | Bill Werner Executive Vice President, Strategy and Development | | | | | | | | 2024 | 575,016 | — | 1,299,957 | 440,608 | 82,083 | 2,397,664 | | 2023 | 579,850 | 125,000(5) | 1,299,884 | 258,750 | 73,963 | 2,337,447 | | 2022 | 534,007 | 62,500(5) | 1,099,934 | 596,183 | 74,802 | 2,367,426 | | Graham Luce Executive Vice President, General Counsel | | | | | | | | 2024 | 550,014 | — | 1,024,960 | 393,355 | 65,079 | 2,033,408 |

  95. Summary Compensation Table

    | (1) This amount reflects salary earned during the fiscal year, including any salary adjustments made during the fiscal year. Fiscal year 2023 was 53 weeks long. |

  96. Summary Compensation Table

    | (2) Amounts set forth in the Stock awards column represent the aggregate grant date fair value of awards granted in the respective fiscal year computed in accordance with ASC Topic 718. Please see “—Compensation Discussion and Analysis—Tax and Accounting Considerations—Accounting for Stock-Based Compensation” for further information regarding the calculation of these awards. The grant date fair value of the restricted stock unit awards granted during each respective year was calculated as the closing price per share of our common stock on the NYSE on the applicable date of grant multiplied by the number of shares granted. 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 (300%) payout level, the value of PSUs granted in fiscal year 2024 was: Mr. Eddy, $14,249,772; Ms. Felice, $3,749,796; Mr. Cichocki, $4,499,892; Mr. Desroches, $2,249,832; Mr. Werner, $1,949,976; and Mr. Luce $1,537,446. The value of the restricted stock unit awards and performance |

  97. Summary Compensation Table

    stock units granted to our NEOs for fiscal year 2024 is reflected in the Fiscal Year 2024 Grants of plan-based awards table below. Pursuant to the terms of Mr. Desroches Post-Resignation Agreement, following his resignation from the company on April 2, 2025, certain outstanding equity awards reflected in the table above were forfeited. See footnote 9 to the “Outstanding equity awards at fiscal 2024 year-end” for more information.

  98. Summary Compensation Table

    | (3) Amounts reported reflect annual cash incentive awards earned by our NEOs pursuant to our Annual Incentive Plan related to the respective year’s performance, which was paid in March of the following year. Please see “—Compensation Discussion and Analysis—Annual Incentive Plan Awards” for further information regarding the Annual Incentive Plan and our annual cash incentive awards. |

  99. Summary Compensation Table

    | (4) All other compensation for fiscal year 2024 has been further explained in the table below. |

  100. Summary Compensation Table

    | (5) These amounts reflect cash transition awards granted in fiscal years 2020 and 2021 and paid in fiscal years 2022 and 2023 in connection with the transition from non-qualified stock options to performance share units in fiscal year 2020. The compensation committee determined to grant these cash transition awards after considering retention factors associated with the equity scheduled to vest each year given the delayed vesting period associated with the performance share units as opposed to the annual vesting associated with the non-qualified stock options. All cash transition awards have been paid and no further cash transition awards are outstanding. At this time, the company does not anticipate granting new cash transion awards. Please see “—Compensation Discussion and Analysis – Long Term Incentive Awards” for further information regarding cash transition awards. |

  101. Grants of plan-based awards for fiscal year 2024

    Grants of plan-based awards for fiscal year 2024 The following table sets forth information regarding grants of plan-based awards made to our NEOs during fiscal year 2024:

  102. Grants of plan-based awards for fiscal year 2024

    | Name | 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(3) (#) | Grant date fair value of stock awards(2) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target(4) (#) | Maximum (#) | | |

  103. Grants of plan-based awards for fiscal year 2024

    | Bob Eddy | | — | 2,362,500 | 4,725,000 | — | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | — | 63,638 | 4,749,940 | | | 4/26/2024 | — | — | — | — | 61,969 | 185,907 | — | 4,749,924 | | Laura Felice | | — | 637,500 | 1,275,000 | — | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | — | 16,747 | 1,249,996 | | | 4/26/2024 | — | — | — | — | 16,307 | 48,921 | — | 1,249,932 | | Paul Cichocki | | — | 900,000 | 1,800,000 | — | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | — | 20,096 | 1,499,965 | | | 4/26/2024 | — | — | — | — | 19,569 | 58,707 | — | 1,499,964 | | Jeff Desroches(5) | | — | 150,000 | 300,000 | — | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | — | 10,048 | 749,983 | | | 4/26/2024 | — | — | — | — | 9,784 | 29,352 | — | 749,944 | | Graham Luce | | — | 385,000 | 770,000 | — | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | — | 6,866 | 512,478 | | | 4/26/2024 | — | — | — | — | 6,686 | 20,058 | — | 512,482 | | Bill Werner | | — | 431,250 | 862,500 | — | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | — | 8,708 | 649,965 | | | 4/26/2024 | — | — | — | — | 8,480 | 25,440 | — | 649,992 |

  104. Grants of plan-based awards for fiscal year 2024

    | (1) Reflects the possible payouts of annual cash incentive compensation pursuant to the Annual Incentive Plan. The actual amounts that were paid are set forth in the “Non-equity incentive plan compensation” column of the Summary Compensation Table above. See also, “—Compensation Discussion and Analysis—Annual Incentive Plan Awards”. |

  105. Grants of plan-based awards for fiscal year 2024

    | (2) Amounts represent the grant date fair value of each award granted in fiscal year 2024 computed in accordance with ASC Topic 718. Please see “—Compensation Discussion and Analysis—Tax and Accounting Considerations—Accounting for Stock-Based Compensation” for further information regarding the calculation of these awards. |

  106. Grants of plan-based awards for fiscal year 2024

    | (3) Represents shares of restricted stock units granted as incentive compensation for fiscal year 2024. The shares granted to the NEOs are subject to vesting in equal installments on each of April 1, 2025, 2026 and 2027, subject to continued employment through such dates. |

  107. Grants of plan-based awards for fiscal year 2024

    | (4) Represents performance share units granted as incentive compensation for fiscal year 2024. The performance share units granted to the NEOs are earned based on performance-based vesting hurdles, which are based on the achievement of cumulative adjusted EPS growth, as well as annual membership growth and retention during fiscal years 2024, 2025 and 2026, with the shares earned, if any, also subject to vesting based on continued employment through April 1, 2027. |

  108. Grants of plan-based awards for fiscal year 2024

    | (5) Pursuant to the terms of Mr. Desroches Post-Resignation Agreement, following his resignation from the company on April 2, 2025, certain outstanding equity awards reflected in the table above were forfeited and his estimated future payouts under non-equity incentive plan awards are based on his $200,000 salary while serving as an executive advisor to the company. See footnote 9 to the “Outstanding equity awards at fiscal 2024 year-end” for more information. |

  109. Narrative disclosure to Summary Compensation Table and grants of plan-based awards table

    Narrative disclosure to Summary Compensation Table and grants of plan-based awards table Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and grants of plan-based awards table for fiscal year 2024 was paid or awarded, are described above under “—Compensation Discussion and Analysis.” In fiscal year 2024, we granted restricted stock unit awards and performance share unit awards to each of our NEOs. All awards were granted pursuant to the 2018 Plan, as described above in the grants of plan-based awards table for fiscal year 2024. The vesting of each award is subject to acceleration and post-termination exercisability in connection with the death or disability of the NEO as well as certain termination triggering events described below under “—Employment Agreements and Potential Payments Upon Termination or Change in Control.” To the extent we pay dividends in the future, dividends otherwise payable with respect to unvested shares of restricted stock units will be retained by us and will only be paid if and when the underlying shares of restricted stock units vest. The terms of the employment agreements that we have entered into with our NEOs are described below under “—Employment Agreements and Potential Payments Upon Termination or Change in Control.”

  110. Outstanding equity awards at fiscal 2024 year-end

    Outstanding equity awards at fiscal 2024 year-end The following table sets forth certain information with respect to outstanding equity incentive plan awards held by our NEOs as of February 1, 2025:

  111. Outstanding equity awards at fiscal 2024 year-end

    | | Options awards | | | Stock awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) |

  112. Outstanding equity awards at fiscal 2024 year-end

    | Bob Eddy | 525,000 | 17.00 | 6/27/2028 | 17,252(2) | 1,708,811 | 151,378(5) | 14,993,991 | | | 76,114 | 27.59 | 4/1/2029 | 35,056(3) | 3,472,297 | 91,601(6) | 9,073,083 | | | — | — | — | 63,638(4) | 6,303,344 | 52,583(7) | 5,208,346 | | | — | — | — | — | — | 185,907(8) | 18,414,088 | | Laura Felice | 70,315 | 17.00 | 6/27/2028 | 3,697(2) | 366,188 | 19,628(6) | 1,944,107 | | | 20,387 | 27.59 | 4/1/2029 | 7,449(3) | 737,823 | 11,173(7) | 1,106,686 | | | 22,437 | 25.07 | 4/1/2030 | 16,747(4) | 1,658,790 | 48,921(8) | 4,845,625 | | Paul Cichocki | — | — | — | 6,162(2) | 610,346 | 32,713(6) | 3,240,237 | | | — | — | — | 11,831(3) | 1,171,861 | 17,746(7) | 1,757,741 | | | — | — | — | 20,096(4) | 1,990,509 | 58,707(8) | 5,814,928 | | Jeff Desroches(9) | — | — | — | 3,450(2) | 341,723 | 18,320(6) | 1,814,546 | | | — | — | — | 6,573(3) | 651,056 | 9,859(7) | 976,534 | | | — | — | — | 10,048(4) | 995,254 | 29,352(8) | 2,907,316 | | Graham Luce | — | — | — | 2,773(2) | 274,666 | 4,906(6) | 485,983 | | | — | — | — | 4,492(3) | 444,933 | 6,737(7) | 667,300 | | | — | — | — | 6,866(4) | 680,077 | 20,058(8) | 1,986,745 | | Bill Werner | 20,000 | 17.00 | 6/27/2028 | 2,712(2) | 268,624 | 41,392(10) | 4,099,878 | | | 20,387 | 27.59 | 4/1/2029 | 5,696(3) | 564,189 | 14,394(6) | 1,425,690 | | | 22,437 | 25.07 | 4/1/2030 | 8,708(4) | 862,527 | 8,544(7) | 846,283 | | | — | — | — | — | — | 25,440(8) | 2,519,832 |

  113. Outstanding equity awards at fiscal 2024 year-end

    | (1) Market values reflect the closing price of our common stock on the NYSE on January 31, 2025 (the last business day of fiscal year 2024), which was $99.05. |

  114. Outstanding equity awards at fiscal 2024 year-end

    | (2) Represents unvested portion of restricted stock awards granted for fiscal year 2022, with one-third having vested on each of April 1, 2023 and 2024 and one-third scheduled to vest on April 1, 2025, subject to continued employment with us through such dates. |

  115. Outstanding equity awards at fiscal 2024 year-end

    | (3) Represents unvested portion of restricted stock awards granted for fiscal year 2023, with one-third having vested on April 1, 2024 and one-third scheduled to vest on each of April 1, 2025 and 2026, subject to continued employment with us through such dates. |

  116. Outstanding equity awards at fiscal 2024 year-end

    | (4) Represents unvested portion of restricted stock units granted for fiscal year 2024, with one-third scheduled to vest on each of April 1, 2025, 2026 and 2027, subject to continued employment with us through such dates. |

  117. Outstanding equity awards at fiscal 2024 year-end

    | (5) Represents performance share units granted to Mr. Eddy in connection with his promotion to president and chief executive officer of the company, which provided Mr. Eddy with the ability to earn and receive shares of common stock equal to between 50% and 200% of the number of performance share units subject to the award after the end of the three-year performance period that began on January 30, 2021 and ended on February 3, 2024, based on the achievement of cumulative adjusted EPS growth over such performance period, with the shares earned, if |

  118. Outstanding equity awards at fiscal 2024 year-end

    any, also subject to vesting based on continued employment, with one-third of the number of performance share units earned based on the achievement of the performance based vesting hurdles vesting at the end of the fiscal year ending in 2024, one-third vesting on February 3, 2025, and one-third vesting on February 3, 2026, subject to continued employment through such dates. Based upon our actual performance for the three-year performance period through the end of fiscal year 2023, these awards would have been earned at a level of maximum performance, i.e., 200% of the target amount. In accordance with SEC rules, these awards are reflected in the table at the actual performance level achieved (i.e., 200% of the target amount).

  119. Outstanding equity awards at fiscal 2024 year-end

    | (6) Represents performance share units granted in fiscal year 2022, which provided our NEOs the ability to earn and receive shares of common stock equal to between 0% and 200% of the number of performance share units subject to the award after the end of the three-year performance period that began on January 30, 2022 to February 1, 2025 achievement of cumulative adjusted EPS growth over such performance period, with the shares earned, if any, also subject to vesting based on continued employment through the end of such three-year performance period. Based upon our actual performance for the three-year performance period through the end of fiscal year 2024, these awards would have been earned at 177% of the target amount. In accordance with SEC rules, these awards are reflected in the table at the actual performance level achieved (i.e., 177% of the target amount). |

  120. Outstanding equity awards at fiscal 2024 year-end

    | (7) Represents performance share units granted in fiscal year 2023, which provided our NEOs the ability to earn and receive shares of common stock equal to between 0% and 200% of the number of performance share units subject to the award after the end of the three-year performance period that began on January 29, 2023 to January 31, 2026 achievement of cumulative adjusted EPS growth over such performance period, with the shares earned, if any, also subject to vesting based on continued employment through the end of such three-year performance period. Assuming our relative performance for the three-year performance period through the end of fiscal year 2024, these awards would have been earned at a level of between threshold and target performance, i.e., greater than 0%, but less than 100% of the target amount. In accordance with SEC rules, these awards are reflected in the table as target performance (i.e., 100% of the target amount). |

  121. Outstanding equity awards at fiscal 2024 year-end

    | (8) Represents performance share units granted in fiscal year 2024, which provided our NEOs the ability to earn and receive shares of common stock equal to between 0% and 300% of the number of performance share units subject to the award after the end of the three-year performance period that began on February 4, 2024 to January 30, 2027 achievement of cumulative adjusted EPS, as well as average annual membership growth and tenured member renewal rate, over such performance period, with the shares earned, if any, also subject to vesting based on continued employment through April 1st immediately following the end of such three-year performance period. Assuming our relative performance for the three-year performance period through the end of fiscal year 2024, these awards would have been earned at a level of between target and maximum performance, i.e., greater than 100%, but less than 300% of the target amount. In accordance with SEC rules, these awards are reflected in the table as maximum performance (i.e., 300% of the target amount). |

  122. Outstanding equity awards at fiscal 2024 year-end

    | (9) Pursuant to the terms of his Post-Resignation Agreement, Mr. Desroches forfeited 9,986 shares of restricted stock and restricted stock units with a total market value of $989,113, as well as 39,211 performance share units with a total market value of $3,883,850, which are reflected in the table as outstanding equity awards at fiscal 2024 year-end. |

  123. Outstanding equity awards at fiscal 2024 year-end

    | (10) Represents performance share units granted in fiscal year 2021 in connection with Mr. Werner’s leadership with the strategic evaluation of the company’s co-branded credit card program. 50% of the performance share units may vest on each of September 27, 2025 or September 27, 2026, subject to continued employment through the end of the applicable performance period and the co-brand spend during such performance period (the “performance target”). The compensation committee will determine the achievement of the performance goals within the ninety-day period following the end of the performance period. If the performance target is not achieved, 50% of the applicable tranche of the performance share units may vest if the co-brand spend during the applicable performance period is at least 90% of the performance target (the “floor”) and up to 200% of the shares subject to the performance share units may vest upon achievement of 110% of the performance target during the applicable performance year (the “maximum”). Achievement of co-brand spend between the floor, performance target and maximum levels are determined by linear interpolation, provided that if co-brand spend is less than the floor, no shares under the applicable performance share unit tranche will vest. Based upon relative performance of co-brand spend through the end of fiscal year 2024, these awards are currently expensed at the maximum and are being reflected in the table at maximum performance (i.e. 200% of the target amount). |

  124. Option exercises and stock vested for fiscal year 2024

    Option exercises and stock vested for fiscal year 2024 The following table sets forth the aggregate number of options to purchase shares of our common stock exercised by our NEOs in fiscal year 2024 and the aggregate number of shares of restricted stock and performance share units that vested in fiscal year 2024. The value realized on exercise of options is the product of (1) fair market value of a share of our common stock on the date of exercise minus the exercise price, multiplied by (2) the number of shares of common stock underlying the exercised options. The value realized on vesting of stock awards is the product of (i) the closing price of our common stock on the NYSE on the vesting date (or, if there were no reported sales on such date, the most recent previous date on which sales were reported), multiplied by (ii) the number of shares vesting.

  125. Option exercises and stock vested for fiscal year 2024

    | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#)(1) | Value realized on vesting ($) |

  126. Option exercises and stock vested for fiscal year 2024

    | Bob Eddy | — | — | 268,727 | 20,057,783 | | Laura Felice | 19,141 | 1,255,254 | 31,994 | 2,388,032 | | Paul Cichocki | 179,497 | 8,695,676 | 77,752 | 5,803,409 | | Jeff Desroches | 141,307 | 10,783,065 | 43,482 | 3,245,496 | | Graham Luce | 7,479 | 395,442 | 17,671 | 1,318,963 | | Bill Werner | 50,315 | 3,389,699 | 29,209 | 2,192,898 |

  127. Option exercises and stock vested for fiscal year 2024

    | (1) Includes shares withheld to pay taxes on the restricted stock awards and performance share units, if any. |

  128. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation The following table provides information regarding our Executive NQDC Plan for fiscal year 2024:

  129. Non-qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Company Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) |

  130. Non-qualified Deferred Compensation

    | Bob Eddy | — | 122,772 | 21,363 | — | 144,135 | | Laura Felice | — | 68,207 | 9,481 | — | 77,688 | | Paul Cichocki | — | 81,848 | 14,243 | — | 96,090 | | Jeff Desroches | 16,558 | 59,112 | 10,155 | — | 86,951 | | Graham Luce | — | 50,018 | 5,389 | | 55,408 | | Bill Werner | — | 52,292 | 9,099 | — | 61,391 |

  131. Non-qualified Deferred Compensation

    | (1) The balances, if any, shown represent compensation included in the “Executive NQDC Plan Discretionary Contributions” column of the “All Other Compensation” table. |

  132. Non-qualified Deferred Compensation

    | (2) The values in this column consist of amounts credited as earnings for 2024 on the Executive NQDC Plan account balances. These amounts do not constitute above-market earnings and are not included in amounts reported in the “Summary Compensation Table”. |

  133. Non-qualified Deferred Compensation

    Under the Executive NQDC Plan, only Mr. Desroches elected to defer a portion of his base salary for fiscal year 2024. For additional information regarding the deferred compensation plans included in the above table, please refer to the “—Executive Retirement Plan and Non-Qualified Deferred Compensation Plan” section, above.

  134. Employment agreements and potential payments upon termination or change in control

    Employment agreements and potential payments upon termination or change in control The following section describes the employment agreements that we have, or had, as applicable with our NEOs as well as other severance or change in control arrangements or policies, including applicable terms of equity awards. The company, in its discretion, may also decide to provide payments or benefits that are not specifically required to these agreements, arrangements or policies in connection with any particular termination or change in control.

  135. NEO employment agreements

    NEO employment agreements BJ’s Wholesale Club, Inc. has entered into employment agreements with each of Mr. Eddy, dated as of January 30, 2011; Ms. Felice, dated May 10, 2021, Mr. Cichocki, dated as of January 30, 2020; Mr. Desroches, dated as of April 18, 2018; Mr. Werner dated as of May 10, 2021 and Mr. Luce on March 22, 2023. On November 23, 2024, BJ’s Wholesale Club, Inc. entered into amendments to the employment agreements with each NEO (except Mr. Desroches). The initial term of Mr. Eddy’s employment agreement was for a period of five years, ending on January 30, 2016, after which he was to remain employed by the company subject to the termination provisions of his agreement; none of Ms. Felice’s or Messrs. Cichocki’s, Desroches’, Luce's or Werner’s employment agreements specified a term of employment. Mr. Eddy is subject to a 24-month post termination non-competition covenant, a 24-month post-termination non-solicitation covenant, and a perpetual confidentiality covenant. Ms. Felice and Messrs. Cichocki, Desroches, Luce and Werner are each subject to a 12-month post termination non-competition covenant, a 24-month post-termination non-solicitation covenant, and a perpetual confidentiality covenant. Pursuant to each employment agreement (except for Mr. Eddy), the company has certain obligations that become due in the event of termination. If any of Ms. Felice and Messrs. Cichocki, Desroches, Luce and Werner are terminated by the company without cause (as defined in the applicable employment agreement), then, subject to the executive entering into a binding and irrevocable release of claims and the executive’s continued compliance with the applicable post-termination non-competition, non-solicitation and confidentiality provisions, each executive is entitled to receive (i) a continuation of his or her base salary for a period of 24 months after termination, (ii) an amount equal to the difference between the executive’s actual COBRA premium costs and the amount the executive would have paid had he continued coverage as an employee under the company’s applicable health plans for up to 24 months, subject to earlier termination in specified instances and payable over such period, (iii) a pro rata portion of any amounts the executive would have been entitled to receive under the company’s Annual Incentive Plan had she or he remained employed by the company until the end of the fiscal year during which termination occurred, payable in lump sum and (iv) any other payments or benefits arising from the executive’s participation in other company plans to the extent such plans provide for post-termination employment benefits. Upon a termination due to death or disability, in addition to the accrued amounts, subject to the execution of a release of claims, each of the executives is eligible to receive (i) the annual cash incentive the executive would have been entitled to receive had he or she remained employed until the end of the fiscal year (prorated for the period of active employment during the fiscal year), and (ii) any other payments or benefits arising from the executive’s participation in other company plans to the extent such plans provide for post-termination employment benefits. On May 10, 2021, the company entered into an employment agreement with Mr. Eddy, in connection with his promotion to the office of president and chief executive officer of the company, effective April 19, 2021, which superseded his previous employment agreement described above. In fiscal year 2024, Mr. Eddy’s annual base salary remained at $1.35 million. The compensation committee approved a fiscal year 2024 target annual cash incentive award opportunity equal to 175% of his annual base salary, and annual long-term incentive awards in the amount of $9.5 million, consisting of 50% performance-based restricted stock units and 50% restricted stock, for a target total direct compensation for fiscal year 2024 equal to $13.213 million. Mr. Eddy’s current employment agreement also provides that on or after April 19, 2021, to the extent Mr. Eddy’s employment is terminated without cause (as defined in such employment agreement), he is entitled to receive, in addition to any accrued amounts, subject to his entering into a binding and irrevocable release of claims and his continue compliance with the applicable post-termination non-competition, non-solicitation and confidentiality provisions, (i) an amount equal to the sum of (a) his base salary for a period of 12 months after termination and (b) his target annual cash incentive, payable in substantially equal installments in such manner and at such times as Mr. Eddy’s base salary was being paid immediately prior to such termination (or if such termination occurs upon or following the occurrence of a change in control, such amount will be paid in a single lump sum); (ii) an amount equal to the difference between Mr. Eddy’s actual COBRA premium costs and the amount he would have paid had he continued coverage as an employee under the company’s applicable health plans for up to 12 months, subject to earlier termination in specified instances, (iii) if such termination had occurred on or after July 1st of a fiscal year, a pro rata portion of the annual cash incentive to which Mr. Eddy would have been entitled had he remained employed by the company until the end of the fiscal year, (iv) full accelerated vesting of any stock awards or stock options that are unvested and held by him as of the termination date and (v) any other payments or benefits arising from Mr. Eddy’s participation in other company plans to the extent such plans provide for post-termination employment benefits. The employment agreement also includes provisions regarding termination due to death or disability that are the same as those contained in Mr. Eddy’s prior employment agreement. The amendment to each NEO’s employment agreement clarified the “for cause” termination definition and added standard 409A provisions to protect trigger of penalty taxes tied to severance payments. The amendment with Mr. Eddy includes these changes and also revises the “Good Reason” definition to include Mr. Eddy’s removal from the role of chairman of the board of BJ’s Wholesale Club Holdings, Inc. or his ineligibility to serve in the role due to an amendment to the bylaws or corporate governance policies of BJ’s Wholesale Club Holdings, Inc. Effective November 5, 2024, Mr. Desroches tendered his resignation from the position of Executive Vice President, Chief Operations Officer, and in the interest of effectuating a smooth transition of his duties to his successor, BJ’s Wholesale Club, Inc. entered into a Post-Resignation Agreement with Mr. Desroches under the terms of which Mr. Desroches agreed to remain employed through April 2, 2025 as an “Executive Advisor”. For performance of certain outlined duties during this period, Mr. Desroches received a salary of $200,000 per year, less applicable taxes and withholdings, along with fringe benefits consistent with policy. In addition, any outstanding equity scheduled to vest on or before the expiration of Mr. Desroches’ last day of employment vested in accordance with the applicable equity award agreements or similar governing documents.

  136. Equity awards

    Equity awards Generally, the terms of our 2018 Plan and the applicable award agreements entered into with our NEOs provide that, as of the date of an NEO’s termination of employment, unvested options and restricted stock will automatically be forfeited, cancelled or repurchased, as applicable. However, all outstanding equity award agreements with our NEOs provide for, upon termination due to death or disability, as applicable: (i) full vesting of all time-based awards, including restricted stock awards and stock options, (ii) pro-rata vesting of all performance-based awards, including performance share units, based on actual performance as of the end of the applicable performance period, pro-rated based on the period of employment during the applicable performance period, and (iii) the extension of the post-termination exercise window for vested stock options from 90 days to three years. Additionally, in the event of a change in control, as defined in the 2018 Plan, any outstanding awards granted under the 2018 Plan (other than those subject to performance-based vesting) will continue in effect or be assumed or substituted by the successor of the company or the company, if the surviving entity, unless the compensation committee elects to (i) terminate such awards in exchange for cash, rights or property, or (ii) cause such awards to become fully exercisable and no longer subject to any forfeiture restrictions prior to the consummation of a change in control. Any awards subject to performance-based vesting terms will be treated as provided in the applicable award agreement or as determined by the compensation committee (or its successor) within its sole discretion. However, if the applicable NEO’s employment is terminated without cause (as such term is defined in the sole discretion of the compensation committee or set forth in the applicable award agreement) upon or within the 24 month period following a change in control, then the vesting of any awards that were continued, assumed or substituted will accelerate and the NEO will become fully vested in such awards. In the event of termination of employment with us, vested stock options granted under our 2018 Plan that would otherwise remain exercisable generally cease to be exercisable three months or 90 days after termination of employment, except in connection with a termination due to death or disability as discussed above. In the event of termination of employment with us, vested stock options under the Fourth Amended and Restated 2011 Stock Option Plan of BJ’s Wholesale Club Holdings, Inc., as amended, that would otherwise remain exercisable generally cease to be exercisable 90 days after termination of employment or, in the event of a termination due to death or disability, one year after termination of employment. All unexercised stock options are immediately forfeited in the event of a termination of employment for cause.

  137. Timing of awards

    Timing of awards The compensation committee has not granted, nor does it intend to grant, equity awards in anticipation of the release of material, nonpublic information. Similarly, the company has not timed, nor does it intend to time, the release of material, nonpublic information based on equity award grant date.

  138. Annual Incentive Plan

    Annual Incentive Plan Pursuant to the terms of the Annual Incentive Plan, if a participant’s employment is terminated during a fiscal year due to death, retirement on or after age 65 or retirement on or after age 55 with a minimum of ten years of service, then the participant is entitled to a pro rata portion of the annual cash incentive to which the participant would have been entitled for that fiscal year under the Annual Incentive Plan had the participant remained employed by the company until the end of the fiscal year.

  139. Summary of potential payments upon a termination or change in control

    Summary of potential payments upon a termination or change in control The following table summarizes the payments that would be made to our NEOs upon the occurrence of a qualifying termination of employment or change in control, assuming that each NEO’s termination of employment with the company or a change in control occurred on February 1, 2025. Amounts shown do not include (i) accrued but unpaid salary through the date of termination, and (ii) other benefits earned or accrued by the NEO during his or her employment that are available to all salaried employees. Each of the payments below are subject to the NEOs compliance with certain restrictive covenants including, but not limited, to non-solicits and non-competes as provided in their respective employment agreements.

  140. Summary of potential payments upon a termination or change in control

    | Name | Benefit | Termination without cause or for good reason, as applicable ($) | Termination due to death or disability ($)(1)(2) | Change in control ($) | Qualifying termination without cause or for good reason, as applicable, in connection with a change in control ($) |

  141. Summary of potential payments upon a termination or change in control

    | Bob Eddy | Severance benefit(3) | 3,712,500 | — | — | 3,712,500 | | | Continuation of health benefits(4) | 23,994 | 23,994 | — | 23,994 | | | Value of accelerated restricted stock and stock unit awards(5) | 11,484,452 | 11,484,452 | — | 11,484,452 | | | Value of accelerated performance stock unit awards | — | 30,166,796 | 17,390,133(6) | 17,390,133 | | | Annual incentive(7) | — | — | — | — | | | Other | — | — | — | — | | Laura Felice | Severance benefit(8) | 1,500,000 | — | — | 1,500,000 | | | Continuation of health benefits(9) | 23,994 | 23,994 | — | 23,994 | | | Value of accelerated restricted stock and stock unit awards(5) | — | 2,762,801 | — | 2,762,801 | | | Value of accelerated performance stock unit awards | — | 3,802,927 | 2,375,587(6) | 2,375,587 | | | Annual incentive(7) | — | — | — | — | | | Other | — | — | — | — | | Paul Cichocki | Severance benefit(8) | 1,800,000 | — | — | 1,800,000 | | | Continuation of health benefits(9) | 24,484 | 24,484 | — | 24,484 | | | Value of accelerated restricted stock and stock unit awards(5) | — | 3,772,716 | — | 3,772,716 | | | Value of accelerated performance stock unit awards | — | 5,706,421 | 3,650,590(6) | 3,650,590 | | | Annual incentive(7) | — | — | — | — | | | Other | — | — | — | — | | Jeff Desroches(10) | Severance benefit(8) | — | — | — | — | | | Continuation of health benefits(9) | — | — | — | — | | | Value of accelerated restricted stock and stock unit awards(5) | — | 998,920 | — | 998,920 | | | Value of accelerated performance stock unit awards | — | 1,814,546 | 1,025,168(6) | 1,025,168 | | | Annual incentive(7) | — | — | — | — | | | Other | — | — | — | — |

  142. Summary of potential payments upon a termination or change in control

    | Name | Benefit | Termination without cause or for good reason, as applicable ($) | Termination due to death or disability ($)(1)(2) | Change in control ($) | Qualifying termination without cause or for good reason, as applicable, in connection with a change in control ($) |

  143. Summary of potential payments upon a termination or change in control

    | Graham Luce | Severance benefit(8) | 1,100,000 | — | — | 1,100,000 | | | Continuation of health benefits(9) | 24,430 | 24,430 | — | 24,430 | | | Value of accelerated restricted stock and stock unit awards(5) | — | 1,399,676 | — | 1,399,676 | | | Value of accelerated performance stock unit awards | — | 1,365,173 | 940,993(6) | 940,993 | | | Annual incentive(7) | — | — | — | — | | | Other | — | — | — | — | | Bill Werner | Severance benefit(8) | 1,150,000 | — | — | 1,150,000 | | | Continuation of health benefits(9) | 23,944 | 23,944 | — | 23,944 | | | Value of accelerated restricted stock and stock unit awards(5) | — | 1,695,340 | — | 1,695,340 | | | Value of accelerated performance stock unit awards | — | 5,629,736 | 3,195,166(6) | 3,195,166 | | | Annual incentive(7) | — | — | — | — | | | Other | — | — | — | — |

  144. Summary of potential payments upon a termination or change in control

    | (1) As set forth above under “—Equity Awards”, subsequent to January 30, 2021, the compensation committee determined to modify all applicable award agreements entered into with our NEOs to address the treatment of such awards upon the death of the NEO. |

  145. Summary of potential payments upon a termination or change in control

    | (2) For valuation purposes, we have assumed the closing price of our common stock on the NYSE on January 31, 2025 (the last trading day prior to February 1, 2025) of $99.05, and that the 2021 PSUs would be earned at 200% of target, the 2022 PSUs would be earned at a level between target and 200% of target, the 2023 PSUs would be earned at a level below target, and the 2024 PSUs would be earned at a level between target and the 300% maximum. A pro rata portion of the PSUs shall vest based on the total number of PSUs multiplied by a fraction, the numerator of which shall be the number of calendar days from the first day of the performance period to the date of such termination due to death or disability and the denominator of which shall be the total number of days in the performance period. |

  146. Summary of potential payments upon a termination or change in control

    | (3) Such amount includes 12 months’ base salary and the executive’s target annual cash incentive, payable in substantially equal installments for 12 months after termination and in a single lump sum in respect of a qualifying termination occurring on or following a change in control. This amount is also payable upon Mr. Eddy’s resignation for good reason as defined in Mr. Eddy’s employment agreement. |

  147. Summary of potential payments upon a termination or change in control

    | (4) Such amount includes the difference between the executive’s actual COBRA premium costs and the amount the executive would have paid had he continued coverage as an employee under the company’s applicable health plans for 12 months. This amount is also payable upon a termination by Mr. Eddy for good reason as defined in Mr. Eddy’s employment agreement. |

  148. Summary of potential payments upon a termination or change in control

    | (5) Includes shares of restricted stock and restricted stock units. The value of unvested shares of restricted stock and restricted stock units was calculated by multiplying the number of unvested shares by $99.05, the closing price of our common stock on the NYSE on January 31, 2025 (the last trading day prior to February 1, 2025). |

  149. Summary of potential payments upon a termination or change in control

    | (6) Includes performance stock units (“PSUs”). Performance condition will be deemed achieved at target, irrespective of actual achievement of the performance condition, and a pro rata portion of the PSUs shall vest based on the total number of PSUs multiplied by a fraction, the numerator of which shall be the number of calendar days from the first day of the performance period to the date of such change in control and the denominator of which shall be the total number of days in the performance period. The value was calculated by multiplying the number of pro-rate shares of stock by $99.05, the closing price of our common stock on the NYSE on January 31, 2025 (the last trading day prior to February 1, 2025). |

  150. Summary of potential payments upon a termination or change in control

    | (7) No amounts are shown because the executives already were fully vested in their annual cash incentives on February 1, 2025. |

  151. Summary of potential payments upon a termination or change in control

    | (8) Such amount includes 24 months’ base salary, payable in substantially equal installments for 24 months after termination. |

  152. Summary of potential payments upon a termination or change in control

    | (9) Such amount includes the difference between the executive’s actual COBRA premium costs and the amount the executive would have paid had he continued coverage as an employee under the company’s applicable health plans for twenty-four months. |

  153. Summary of potential payments upon a termination or change in control

    | (10) Mr. Desroches entered into a Post-Resignation Agreement with the company pursuant to which he ceased performing the role of Executive Vice President, Chief Operations Officer effective November 5, 2024 and commenced the role of Executive Advisor from that date until April 2, 2025. The amounts presented in the table for Mr. Desroches reflect the terms of his Post-Resignation Agreement, which provides that Mr. Desroches’ resignation was deemed a voluntary resignation pursuant to the terms of his employment agreement. See “NEO employment agreements” for more detail and the discussion of Mr. Desroches outstanding equity awards throughout the Compensation Discussion and Analysis. |

  154. Compensation risk assessment and management

    | • | Vesting conditions. Vesting schedules for restricted stock, restricted stock units, and performance share units cause management to have a significant amount of unvested awards at any given time; |

  155. Compensation risk assessment and management

    | • | Balanced incentives. Our executive compensation program has a meaningful focus on long-term equity compensation with fixed and variable features; |

  156. Compensation risk assessment and management

    | • | Multiple performance objectives. Short-term or annual incentive compensation opportunities are capped and therefore do not incentivize employees to maximize short-term performance at the expense of long-term performance and annual cash incentive compensation is based on pre-established company financial metrics; |

  157. Compensation risk assessment and management

    | • | Incentive plan caps. Executive incentive plans are capped at 200% of target for cash incentives and 300% for equity incentives. |

  158. 2024 CEO pay ratio

    2024 CEO pay ratio As required by Item 402(u) of Regulation S-K, the company is disclosing the following information about the relationship of the annual total compensation of our CEO and the median of the annual total compensation of our employees (other than the CEO) for fiscal year 2024:

  159. 2024 CEO pay ratio

    | • | The total annual compensation of our CEO was $13,608,152 as disclosed in the Summary Compensation Table. |

  160. 2024 CEO pay ratio

    | • | The annual total compensation of our median employee was $26,507. |

  161. 2024 CEO pay ratio

    | • | The ratio of the total annual compensation of our CEO to the annual total compensation of our median employee was 513 to 1. |

  162. 2024 CEO pay ratio

    We identified the median employee for the fiscal year 2024 pay ratio using the following methodology and material assumptions. To identify the median of the total annual compensation of our active employees as of February 1, 2025, we used total wages from our payroll records for the period from February 4, 2024 (the first day of fiscal year 2024) through February 1, 2025 (the last day of fiscal year 2024); we included any full-time, part-time, temporary or seasonal employees, but excluded our CEO; and we did not annualize compensation for any full-time or part-time permanent employees who were employed by the company on February 3, 2024 but did not work for us the entire year or make any full-time equivalent adjustments for part-time employees. We consistently applied this compensation measure and methodology to all of our employees included in the calculation. We determined the annual total compensation for fiscal year 2024 of our median employee (who was calculated to be a part-time employee) in the same manner that we determine the total compensation of our named executive officers for purposes of the Summary Compensation Table. This information is being provided for compliance purposes. The ratio presented herein is a reasonable estimate and may not be comparable to the pay ratio presented by other companies. Neither the compensation committee nor management of the company used the pay ratio measure in making compensation decisions.

  163. Pay versus performance

    Pay versus performance The information below presents the relationship between the compensation of the company’s named executive officer and certain performance measures in accordance with Item 402(v) of Regulation S-K (“Pay Versus Performance Table”). For a discussion of the company’s compensation programs and pay for performance philosophy, please refer to the section captioned “Compensation Discussion and Analysis,” above.

  164. Pay Versus Performance Table

    Pay Versus Performance Table The information below presents the relationship between compensation actually paid (“CAP”) of the company’s NEOs and certain performance measures in accordance with Item 402(v) of Regulation S-K.

  165. Pay Versus Performance Table

    | Year (a) | Summary Compensation Table total for first Principal Executive Officer (“PEO”) ($)(1) (b) | Compensation actually paid to first PEO ($)(2) (c) | Summary Compensation Table total for second PEO ($)(1) (b) | Compensation actually paid to second PEO ($)(2) (c) | Average Summary Compensation Table total for non-PEO NEOs ($)(1) (d) | Average compensation actually paid to Non-PEO NEOs ($)(2) (e) | Value of initial fixed $100 investment based on: | | Net income (millions) ($) (h) | Adjusted EBITDA (millions) ($)(4) (i) | | | | | | | | | Total shareholder return ($) (f) | Peer group total shareholder return ($)(3) (g) | | |

  166. Pay Versus Performance Table

    | 2024 | 13,608,152 | 39,628,190 | — | — | 3,160,495 | 7,723,158 | 482.70 | 227.91 | 534 | 1,091 | | 2023 | 10,858,552 | 6,059,860 | — | — | 3,021,845 | 2,293,990 | 314.38 | 174.14 | 524 | 1,088 | | 2022 | 12,249,164 | 23,888,302 | — | — | 3,548,597 | 6,422,497 | 339.67 | 123.99 | 513 | 914 | | 2021 | 16,340,546 | 37,445,973 | 21,626,020 | 15,984,701 | 3,681,469 | 7,736,013 | 282.31 | 149.72 | 427 | 880 | | 2020 | | | 16,157,250 | 20,079,361 | 4,171,404 | 10,557,454 | 205.02 | 141.39 | 421 | 857 |

  167. Pay Versus Performance Table

    | (1) For 2024, 2023, and 2022, the PEO is Mr. Eddy. For 2021, the first PEO is Mr. Eddy, who was appointed as president and chief executive officer on April 19, 2021. The second PEO is Mr. Delaney, who served as our PEO in 2020 and 2021 until he passed away unexpectedly on April 8, 2021. Our non-PEO NEOs for the covered years are as follows: |

  168. Pay Versus Performance Table

    | 2020 | 2021 | 2022 | 2023 | 2024 |

  169. Pay Versus Performance Table

    | Bob Eddy | Laura Felice | Laura Felice | Laura Felice | Laura Felice | | Paul Cichocki | Paul Cichocki | Paul Cichocki | Paul Cichocki | Paul Cichocki | | Jeff Desroches | Jeff Desroches | Jeff Desroches | Jeff Desroches | Jeff Desroches | | Scott Kessler | Bill Werner | Scott Kessler | Bill Werner | Bill Werner | | Chris Baldwin | | | | Graham Luce |

  170. Pay Versus Performance Table

    In 2020, Mr. Eddy served as our executive vice president, chief financial and administrative officer.

  171. Pay Versus Performance Table

    | (2) The following adjustments relating to equity awards were made to total compensation for each year to determine CAP as computed in accordance with Item 402(v) of Regulation S-K: |

  172. Pay Versus Performance Table

    | Year | Summary Compensation Table total ($) | Total equity award Adjustments ($) | Compensation actually paid ($) |

  173. Pay Versus Performance Table

    | First PEO (Mr. Eddy) | | | | | 2024 | 13,608,152 | 26,020,038 | 39,628,190 | | Non-PEO NEOs | | | | | 2024 | 3,160,495 | 4,562,662 | 7,723,158 |

  174. Pay Versus Performance Table

    The total equity award adjustments for each applicable fiscal year are detailed below:

  175. Pay Versus Performance Table

    | Year | Value of equity awards disclosed in the Summary Compensation Table ($) | Year end fair value of equity awards granted in the year and unvested ($) | Year-over-year change in fair value of outstanding and unvested equity awards ($) | Fair value as of vesting date of equity awards granted and vested in year ($) | Year-over-year change in fair value of equity awards granted in prior years that vested in the applicable year ($) | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($) | Total equity award adjustments ($) |

  176. Pay Versus Performance Table

    | First PEO (Mr. Eddy) | | | | | | | | | 2024 | (9,499,864) | 20,604,975 | 12,260,841 | 0 | 2,654,085 | 0 | 26,020,038 | | Non-PEO NEOs | | | | | | | | | 2024 | (1,864,940) | 4,044,984 | 1,974,652 | 0 | 407,966 | 0 | 4,562,662 |

  177. Pay Versus Performance Table

    The valuation methodologies used to calculate fair values for each measurement date do not materially differ from those used at the time of grant of each respective award.

  178. Pay Versus Performance Table

    | (3) Represents total shareholder return for the S&P 500 Retail Index. |

  179. Pay Versus Performance Table

    | (4) Represents Adjusted EBITDA, which is defined in the Compensation Discussion and Analysis section of this Proxy Statement. |

  180. Relationship between compensation actually paid and financial performance

    Relationship between compensation actually paid and financial performance In accordance with Item 402(v) of Regulation S-K, the following graphs illustrate the relationship between the amounts disclosed in the Pay Versus Performance Table, above, as CAP to Total Shareholder Return, Peer Group Total Shareholder Return, GAAP Net Income and Adjusted EBITDA.

  181. Tabular list of performance measures

    Tabular list of performance measures The following table lists the financial performance measures that the company considers to be the most important financial performance measures used by the company to link compensation actually paid to its NEOs for the most recently completed fiscal year to performance of the company.

  182. Tabular list of performance measures

    | Adjusted EBITDA | | Comparable club sales | | Adjusted EPS |