DEF 14A of BJ's Wholesale Club Holdings, Inc., May 5, 2021

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

Filed May 5, 2021 · FY20200001437749-21-010822

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS

  2. Board Size and Structure

    Board Size and Structure Our charter provides that the number of directors which shall constitute the whole Board shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of Directors. The Board currently consists of nine directors. and is divided into three classes (Class I, Class II and Class III), with the terms of our Class III directors, Messrs. Baldwin, Parent and Steele expiring at the Annual Meeting. Our current directors and their respective terms are set forth below.

  3. Board Size and Structure

    | Class III Director (Director Nominees) Current Term Ending at 2021 Annual Meeting | Class I Director Current Term Ending at 2022 Annual Meeting | Class II Director Current Term Ending at 2023 Annual Meeting | | Christopher J. Baldwin Ken Parent Robert Steele | Judith L. Werthauser Christopher H. Peterson Michelle J. Gloeckler | Bob Eddy Maile Clark Thomas A Kingsbury |

  4. Board Size and Structure

    On April 8, 2021, Mr. Lee Delaney, who was then serving as our President, Chief Executive Officer and a director, passed away unexpectedly. Mr. Bob Eddy, was appointed to the Board effective April 19, 2021 to fill the vacancy resulting from Mr. Delaney’s passing. Prior to his appointment to the Board, Mr. Eddy had served as the Company’s Executive Vice President, Chief Financial and Administrative Officer, and is currently serving as President and Chief Executive Officer of the Company. At the annual meeting of stockholders held in 2020, our stockholders approved an amendment to our charter that provides for the annual election of directors. As a result, commencing with the class of directors standing for election at the Annual Meeting, directors will stand for election for one-year terms expiring at the next succeeding annual meeting of stockholders. The directors who were elected at our annual meeting of stockholders held in 2020, whose terms will expire in 2023, and the directors who were elected at our annual meeting of stockholders held in 2019, whose terms will expire in 2022, will hold office until the end of their terms. In addition, until the Board is completely declassified, any director elected or appointed to the Board to fill a vacancy on the Board as a result of an increase in the size of the Board or due to the death, resignation, retirement, disqualification or removal of a director who was elected for a three-year term will continue to hold office until the next election of the class for which such director is chosen; thereafter, any director so appointed will hold office until our next annual meeting of stockholders following such appointment. In all cases, each director will hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. Following the 2022 Annual Meeting, the Board will be completely declassified. Based on an evaluation in accordance with our standard review process for director candidates and the recommendation of the nominating and corporate governance committee, the Board has nominated each of our director nominees to stand for election at the Annual Meeting, If elected by the stockholders at the Annual Meeting, Messrs. Baldwin, Parent and Steele will each serve for a one-year term expiring at the 2022 annual meeting of stockholders and until the election and qualification of his successor or until his earlier death, resignation or removal. See the section entitled "Corporate Governance-Director Nominations Process" below for more information regarding our standard review process for director candidates. Each Director nominee is currently serving as a Director of the Company. We have no reason to believe that any Director nominee will be unable or unwilling to serve, if elected. If, however, prior to the Annual Meeting, the Board of Directors should learn that any Director nominee is unable or unwilling to serve as a Director for any reason, and if the Board shall designate a substitute nominee, the persons named as proxies will vote for the election of the substitute nominee designated by the Board. Alternatively, the persons named as proxies, at the Board’s discretion, may vote for that fewer number of nominees as results from the inability of any nominee to serve. Generally, vacancies or newly created Directorships on the Board will be filled only by vote of a majority of the Directors then in office and will not be filled by the stockholders, unless the Board determines by resolution otherwise.

  5. Information About Director Nominees and Continuing Directors

    Information About Director Nominees and Continuing Directors The following pages contain certain biographical information as of May 5, 2021 for each Director nominee and each Director whose term as a Director will continue after the Annual Meeting, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the Director or Director nominee currently serves as a Director or has served as a Director during the past five years. We believe that all of our Directors and nominees display personal and professional integrity, satisfactory levels of education and/or business experience; broad-based business acumen, an appropriate level of understanding of our business and its industry and other industries relevant to our business, the ability and willingness to devote adequate time to the work of the Board and its committees, skills and personality that complement those of our other Directors that helps build a Board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background, and the ability to represent the interests of all of our stockholders. The information presented below regarding each Director nominee and continuing Director also sets forth specific experience, qualifications, attributes and skills, in addition to those set forth above that led the Board to the conclusion that such individual should serve as a Director in light of our business and structure.

  6. Nominees for Election to One-Year Terms Expiring at the 2022 Annual Meeting of Stockholders

    Nominees for Election to One-Year Terms Expiring at the 2022 Annual Meeting of Stockholders

  7. Nominees for Election to One-Year Terms Expiring at the 2022 Annual Meeting of Stockholders

    | Class III Directors | Age | Served as a Director Since | Current Position with BJ’s | | Christopher J. Baldwin | 58 | 2018 | Executive Chairman of the Board | | Ken Parent | 62 | 2011 | Director | | Robert Steele | 65 | 2016 | Director |

  8. Nominees for Election to One-Year Terms Expiring at the 2022 Annual Meeting of Stockholders

    Christopher J. Baldwin has been our Executive Chairman of the Board since April 2021. Mr. Baldwin also currently serves as a Managing Partner of CVC (U.S.) Advisers, Inc. and Executive Chairman of PDC Brands. Mr. Baldwin joined BJ’s in September 2015 as President and Chief Operating Officer and director and subsequently was promoted to Chief Executive Officer in February 2016 and was named Chairman of the Board in 2018, both positions he held until February 2020. Mr. Baldwin was Executive Chairman of the Board from February 2020 to August 2020 and was Chairman of the Board from August 2020 until April 2021 when he became Executive Chairman of the Board in connection with Mr. Delaney’s unexpected passing. Prior to joining BJ’s, he was Chief Executive Officer of Hess Retail Corporation, a global independent energy company and spin-off of Hess Corporation, from 2010 to March 2015. Before joining Hess Retail Corporation, he held executive roles at Kraft Foods Group, Inc. (now The Kraft Heinz Company), a food and beverage company, from 2007 to 2010, and The Hershey Company, a global confectionary manufacturer, from 2004 to 2007. Earlier in his career, Mr. Baldwin also held various roles at Nabisco, a manufacturer of cookies and snacks, and The Procter & Gamble Company, a multinational consumer goods corporation. Mr. Baldwin is an executive board member of the National Retail Federation, the world’s largest retail trade association. Mr. Baldwin is also active in the community, serving as an executive board member at Harlem Lacrosse and Leadership, a school-based nonprofit that provides educational intervention, leadership training and lacrosse for at-risk youth. Mr. Baldwin graduated from Siena College in Loudonville, New York with a bachelor's degree in Economics. We believe that Mr. Baldwin's unique familiarity with our business and significant experience in the retail industry qualifies him to serve on the Board of Directors. Ken Parent has been a director of the Company since 2011. Mr. Parent currently serves as Special Advisor to the Chairman and Chief Executive Officer of Pilot Flying J, the largest travel center operator in North America. 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 lead strategic initiatives on behalf of Pilot Flying J. Prior to becoming President, he served as Executive Vice President, Chief Operating Officer of Pilot Flying J from 2013 to 2014. Prior to that, Mr. Parent served as Pilot Flying J's Senior Vice President of Operations, Marketing and Human Resources from 2001 to 2013 where he managed store and restaurant operations, marketing, sales, transportation and supply and distribution. Mr. Parent holds a Masters of Business Administration and a bachelor's degree in Marketing from San Diego State University. We believe that Mr. Parent's experience in the retail industry qualifies him to serve on the Board of Directors. Robert Steele has been a director of the Company since 2016 and, in May 2019 was appointed to serve as our lead director. Mr. Steele is on an advisory board for CVC, a private equity and investment advisory firm. From 2007 to 2011, Mr. Steele served as Vice Chairman of Global Health and Well-Being at The Procter & Gamble Company, a multinational consumer goods corporation, 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 formerly served on the board of Kellogg Company from 2007 to 2012; the board of Beam Co. from 2012 to 2014; the board of Keurig Green Mountain, Inc. from 2013 to 2016; and as trustee of The St. Joseph Home for Handicapped Children from 1995 to 2012. He currently serves on the boards of directors of Newell Brands, Inc. and Berry Global Group, Inc. and previously served on the board of directors of LSI Industries, Inc. from July 2016 to June 2019. Mr. Steele holds a Masters of Business Administration from Cleveland State University and a bachelor's degree in Economics from the College of Wooster. We believe that Mr. Steele's experience serving on the boards of a number of large companies across various industries qualifies him to serve on the Board of Directors.

  9. Directors Whose Terms Expire at the 2022 Annual Meeting of Stockholders

    Directors Whose Terms Expire at the 2022 Annual Meeting of Stockholders

  10. Directors Whose Terms Expire at the 2022 Annual Meeting of Stockholders

    | Class I Directors | Age | Served as a Director Since | Current Position with BJ’s | | Michelle Gloeckler | 54 | 2019 | Director | | Christopher H. Peterson | 54 | 2018 | Director | | Judith L. Werthauser | 55 | 2018 | Director |

  11. Directors Whose Terms Expire at the 2022 Annual Meeting of Stockholders

    Michelle Gloeckler has been a director of the Company since 2019. Ms. Gloeckler is a former retail executive with more than thirty years of experience in retail, consumer-packaged goods, merchandising, sourcing, manufacturing and strategy. 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, 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 US manufacturing initiative. Prior to that, Ms. Gloeckler held leadership roles at The Hershey Company, a global confectionary manufacturer. Ms. Gloeckler served on the board of Benson Hill, an agricultural technology company from February 2019 to February 2021. She currently serves on the Board of Holley Performance (HLLY), Lagunita Acquisitions SPAC and is a member of The University of Michigan Dean’s Advisory Council. She holds a bachelor's degree in Communication and Psychology from the University of Michigan. We believe that Ms. Gloeckler's experience in the retail industry qualifies her to serve on the Board of Directors. Christopher H. Peterson has been a director of the Company since 2018. Mr. Peterson is currently the Chief Financial Officer and President, Business Operations at Newell Brands, Inc., a consumer and commercial products producer. 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, an NYSE-listed multinational consumer goods corporation, 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. We believe that Mr. Peterson's experience in the consumer goods industry qualifies him to serve on the Board of Directors. Judith L. Werthauser has been a director of the Company since 2018. Ms. Werthauser is Executive Vice President and Chief Experience Officer at Five Below, Inc., a Nasdaq-listed specialty retail company, which she joined in February 2019. She served as Executive Vice President, Chief People Officer at Domino’s Pizza, Inc., a restaurant chain, from January 2016 until February 2019. Prior to joining Domino’s, Ms. Werthauser was Senior Vice President of Human Resources at Target Corporation, a general merchandise retailer, from 2008 until September 2015, where she helped lead Target’s transformation from a traditional to an omnichannel retailer. Earlier in her career she was Senior Vice President of Human Resources for U.S. Bancorp, a bank holding company, in Minneapolis and held senior human resources positions at Marshall Field’s department stores. Ms. Werthauser currently serves on the board of And Go Concepts Holdings, LLC, a food services company. She holds a master’s degree in Organization Leadership and a bachelor’s degree in Industrial Psychology from the University of Minnesota. We believe that Ms. Werthauser's experience in the retail industry qualifies her to serve on the Board of Directors.

  12. Directors Whose Terms Expire at the 2023 Annual Meeting of Stockholders

    Directors Whose Terms Expire at the 2023 Annual Meeting of Stockholders

  13. Directors Whose Terms Expire at the 2023 Annual Meeting of Stockholders

    | Class II Directors | Age | Served as a Director Since | Current Position with BJ’s | | Bob Eddy | 48 | 2021 | President and Chief Executive Officer, Director | | Maile Clark | 47 | 2019 | Director | | Thomas A. Kingsbury | 68 | 2020 | Director |

  14. Directors Whose Terms Expire at the 2023 Annual Meeting of Stockholders

    Bob Eddy has been a director of the Company since April 2021 and currently serves as 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 became President and Chief Executive Officer in connection with Mr. Delaney's unexpected passing. 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. From 2013 to 2017, Mr. Eddy chaired the Financial Executives Council of the National Retail Federation. He is also a member of the Board of Trustees of The Boston Children’s Hospital and is a member of the College Advisory Board for Babson College. Mr. Eddy is a graduate of Babson College in Wellesley, Massachusetts, and Phillips Academy in Andover, Massachusetts. Maile Naylor, nee Clark (Maile Clark) has been a director of the Company since 2019. Ms. Clark spent twenty-five 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. Clark also held positions at Scudder Kemper Investments and Wellington Management, each investment management firms. Ms. Clark currently serves on the board of Laird Superfood, Inc. and is a member of the Board of Advisors of the Boston Ballet and Board of Overseers of the Boston Children’s Museum. She holds a bachelor's degree in Finance from Boston University and is a CFA charter holder. We believe that Ms. Clark's experience in the investment management industry qualifies her to serve on the Board of Directors. Thomas A. Kingsbury has been a director of the Company since 2020. Most recently, Mr. Kingsbury served as the President and Chief Executive Officer of Burlington Stores, Inc., an NYSE-listed retailer, from 2008 to September 2019. Mr. Kingsbury also served as a member of the board of directors of Burlington Stores, Inc. from 2008 until February 2020, as Chairman of the board of directors from May 2014 to September 2019 and as their Executive Chairman from September 2019 to February 2020. Prior to that, he was Senior Executive Vice President – Information Services, E-Commerce, Marketing and Business Development of Kohl’s Corporation, an NYSE-listed operator of department store chains, from 2006 to 2008. Mr. Kingsbury also held various management positions with The May Department Stores Company, an operator of department store chains, including President and Chief Executive Officer of the Filene’s division. Mr. Kingsbury is a member of the boards of directors of Tractor Supply Company and Big Lots, Inc. Mr. Kingsbury holds a bachelor's degree from the University of Wisconsin-Madison. We believe that Mr. Kingsbury's executive roles in the retail industry qualifies him to serve on the Board of Directors. The Board of Directors unanimously recommends you vote FOR the election of each of Christopher J. Baldwin, Ken Parent and Robert Steele as a director to hold office until the 2022 Annual Meeting and until his successor has been duly elected and qualified.

  15. Executive Compensation Committee

    | • | reviewing and making recommendations to the Board of Directors regarding Director compensation; |

  16. Compensation Discussion and Analysis

    | WHAT WE DO | | | ✔ | Align our NEOs with our long-term investors by awarding a meaningful percentage of total compensation in the form of equity | | ✔ | Grant annual cash incentive compensation based on pre-established company goals | | ✔ | Have robust equity ownership guidelines for our Directors and executive officers (for our CEO, 5.0x base salary) | | ✔ | Adopted a clawback policy that allows for the recovery of previously paid incentive compensation in the event of a financial restatement | | ✔ | Engage an independent compensation consultant to advise the Executive Compensation Committee |

  17. Compensation Discussion and Analysis

    | WHAT WE DON'T DO | | Do not allow hedging or pledging of Company securitiesX | | Do not provide for "single trigger" payment of cash severance or acceleration of time-based equityX | | Do not provide for Section 280G excise tax gross-up paymentsX | | Do not encourage unnecessary or excessive risk-taking as a result of our compensation policiesX | | Do not allow for repricing of stock options without stockholder approvalX |

  18. Compensation Discussion and Analysis

    | • | align compensation with our corporate strategies, business and financial objectives and the long-term interests of our stockholders; |

  19. Compensation Discussion and Analysis

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

  20. Compensation Discussion and Analysis

    | Compensation Element | Form | Objectives | Characteristic | | Base Salary (Fixed, short-term) | Cash | Provide market-competitive fixed cash compensation reflecting role, responsibility, experience and internal parity. Attract and retain high-quality executives to drive our success | Competitive base salary compensation based on comparative market analysis. | | Annual Incentive Plan Awards (At-risk, short-term) | Cash | Drive Company and business unit results; align actual pay-out based on achievement of Company financial performance goals. | Earned based on achievement of a pre-established company financial metric, Adjusted EBITDA. | | Long-term Incentive Awards (At-risk, medium to long-term) | Performance Share Units/Restricted Stock Awards | Drive Company performance; align interests with stockholders; and encourage long-term retention of executives and provide incentive for long-term cumulative adjusted earnings per share (EPS) growth. Promote executive retention | 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 compared to goals established by the Compensation Committee, the shares earned, if any, will cliff vest as of the end of the performance period, based on continued employment through such date. Annual restricted stock awards represent 50% of long-term incentive awards and vest ratably over a three year grant period. |

  21. Compensation Discussion and Analysis

    Each of these elements fulfills one or more of the principles and objectives of our executive compensation program. 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 the experience of members of the Executive Compensation Committee, advice and information provided by Exequity, our recruiting and retention goals, our view of internal equity and consistency, the length of service of our executive officers, our overall performance, and other considerations the Executive Compensation Committee considers relevant. We offer cash compensation, in the form of base salaries, annual Company performance-based bonuses and, as circumstances warrant, discretionary individual performance-based bonuses, that we believe appropriately rewards our executive officers for their contributions to our business. When making awards, the Executive Compensation Committee considers the Company’s financial and operational performance. A key component of our executive compensation program, however, is long-term incentive awards, which are comprised of performance-based and time-based awards. 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 stockholders. 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. While we have identified particular compensation objectives that each element of executive compensation serves, our compensation programs are designed to be flexible and complementary and to collectively serve all of the executive compensation objectives described above. Accordingly, whether or not specifically mentioned below, we believe that, as a part of our overall executive compensation program, each individual element, to a greater or lesser extent, serves each of our objectives. Key Fiscal Year 2020 Compensation Decisions The Executive Compensation Committee generally approves annual compensation levels for NEOs in the first quarter of each fiscal year, though from time to time it may make adjustments to compensation at other times of the year. When determining base salaries, annual bonuses, long-term incentive awards, and other forms of compensation, the Executive Compensation Committee takes into consideration a variety of information, including, but not limited to, data generated from the compensation practices of its peer group companies internal equity, an executive’s experience, knowledge of our business and the retail industry, scope of responsibility, corporate performance and individual performance. In particular, the Executive Compensation Committee made the following key compensation decisions for fiscal year 2020:

  22. Compensation Discussion and Analysis

    | • | Increased each NEO's target annual cash incentive award under our incentive plan as further described in "Annual Incentive Plan Awards" below; and |

  23. Compensation Discussion and Analysis

    | • | Awarded equity in the form of restricted stock, in amounts consistent with fiscal year 2019, transitioned from granting non-qualified stock options to performance share units tied to a three-year cumulative adjusted EPS goal for fiscal year 2020 and adjusted the weighting allocated to each type of award as further described in "-Long-Term Incentive Awards" below. |

  24. Compensation Discussion and Analysis

    Assessing Competitive Practice Through Peer Group Comparisons To gain a general understanding of our current compensation practices, the Executive Compensation Committee reviews the compensation of executives serving in similar positions at peer group companies. The external market data reviewed for fiscal year 2020 was provided by Exequity. In reviewing and developing the peer group companies for fiscal year 2020, the Executive 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 positioned near the median of the peer group companies based on annual revenue and market capitalization. The peer group companies, along with other market data, used for benchmarking our executive compensation program for fiscal year 2020 was the same as the peer group companies for fiscal year 2019. The Executive Compensation Committee reviews and develops the peer group companies annually with input from Exequity.

  25. Compensation Discussion and Analysis

    | Fiscal Year 2020 Executive Compensation Peer Group Companies | | | Company Name | GICS Industry | | Bed Bath & Beyond, Inc. | Home Furnishing Retail | | Big Lots, Inc. | General Merchandise Stores | | Burlington Stores, Inc. | Apparel Retail | | Dick's Sporting Goods, Inc. | Specialty Stores | | Dollar General Corporation | General Merchandise Stores | | Dollar Tree, Inc. | General Merchandise Stores | | Foot Locker, Inc. | Apparel Retail | | Kohl's Corporation | Department Stores | | The Michaels Companies, Inc. | Specialty Stores | | PriceSmart, Inc. | Hypermarkets and Super Centers | | Sprouts Farmers Market, Inc. | Food Retail | | Target Corporation | General Merchandise Stores | | The TJX Companies, Inc. | Apparel Retail | | Williams-Sonoma, Inc. | Home Furnishing Retail |

  26. Compensation Discussion and Analysis

    The base salaries of our executive officers, including our NEOs, are reviewed periodically by the Executive 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 2020, as well as the determination of the starting base salary for Mr. Cichocki, were designed to maintain or establish, as applicable, each NEO’s base salary near the median of his counterparty within the peer group companies and were based on the Executive Compensation Committee’s review of the benchmarking data for the peer group companies. The additional increase in Mr. Delaney’s base salary was made based on a review of competitive market data for Chief Executive Officers and to reflect his promotion to Chief Executive Officer and his responsibilities in that new role. 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 a pre-established company financial metric, Adjusted EBITDA. We use Adjusted EBITDA, which we define as income from continuing operations before interest expense, net, provision (benefit) for income taxes and depreciation and amortization, adjusted for the impact of certain other items, including: compensatory payments related to options; stock-based compensation expense; pre-opening expenses; management fees; non-cash rent; strategic consulting; costs related to our IPO and the registered offerings by selling stockholders; club closing and impairment charges; reduction in force severance; gas profit outside of a specific collar and other adjustments as determined by the Executive Compensation Committee, to set our performance target under the Annual Incentive Plan because we believe it is a key financial metric measuring the progress of our operational strategy. 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 annual cash incentive award under the Annual Incentive Plan. The Executive Compensation Committee established minimum, target and maximum levels of performance for the Adjusted EBITDA goal shortly after the beginning of fiscal year 2020, based on an assessment of the operating landscape for fiscal year 2020, which may result in variations in these established levels from year to year. Overall the goals for Adjusted EBITDA for fiscal year 2020 were largely consistent with the prior year and no changes were made to the goals for Adjusted EBITDA for fiscal year 2020 or to the target levels of performance due to the novel coronavirus (COVID-19) pandemic. Pursuant to these levels of performance, each NEO could earn 0%, 100% or 200%, respectively, of his target annual cash incentive award. Additionally, the Executive Compensation Committee established an aggregate target amount of the bonus pool for fiscal year 2020 for purposes of determining the impact on each NEO’s cash incentive award of Adjusted EBITDA for fiscal year 2020 being greater than or less than the target performance level (the "Target Bonus Pool"). To the extent Adjusted EBITDA for fiscal year 2020 exceeded the target performance level, then the amount of the actual bonus pool would equal the sum of (i) the Target Bonus Pool and (ii) one-third of the amount by which Adjusted EBITDA for fiscal year 2020 (without taking into account the reduction to Adjusted EBITDA resulting from cash incentive awards above the target awards amounts) exceeded the target performance level. If Adjusted EBITDA for fiscal year 2020 was less than the target performance level, then the amount of the actual bonus pool would be calculated by subtracting (i) an amount equal to one-half of the amount by which the target performance level exceeded Adjusted EBITDA for fiscal year 2020 (without taking into account the impact to Adjusted EBITDA resulting from cash incentive awards below the target awards amounts) from (ii) the Target Bonus Pool. The amount of each NEO’s annual cash incentive award, as a percentage of the target set for each NEO, is equal to the size of such actual bonus pool as a percentage of the Target Bonus Pool (up to a maximum of 200%). The table below illustrates the relationship between Adjusted EBITDA for fiscal year 2020, cash incentive awards as a percentage of target performance and the size of the bonus pool, with interpolation applying for amounts between levels, as well as actual performance for fiscal year 2020, the percentage of target earned and the actual bonus pool.

  27. Compensation Discussion and Analysis

    | | Adjusted EBITDA | Payout (%) | Bonus Pool | | (dollars in millions) | | | | | Minimum | $569.0 | 0% | $0.0 | | Target | 605.0 | 100% | 35.6 | | Maximum | 683.0 | 200% | 71.2 | | Actual | 857.5 | 200% | 71.2 |

  28. Compensation Discussion and Analysis

    The Executive Compensation Committee determined that Adjusted EBITDA for fiscal year 2020 was greater than the maximum performance level, which resulted in an achievement level of 200%. Additionally, the total bonus pool was correspondingly increased by 1/3 the amount by which Adjusted EBITDA for fiscal year 2020 exceeded the target performance level. 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. In fiscal year 2020, the Executive Compensation Committee maintained each NEO's target payout percentage for his fiscal year 2020 award, consistent with fiscal year 2019, with the exception of Lee Delaney's target payout percentage, which was increased to 150% of his base salary from 125% of his base salary. Given the base salary increases as well as the increase to the size of the total bonus pool, however, each NEO's target annual cash incentive award opportunity increased. These increases, as well as the increase in Mr. Delaney's target payout percentage, were intended to more closely align each NEO's potential annual total cash compensation with the median of the annual total cash compensation paid to executives with similar roles and responsibilities at the peer group companies as well as reflect the impact COVID-19 has had on the operations of the Company during fiscal year 2020. The following table sets forth fiscal year 2020 target bonuses for each of our NEOs as a percentage of base salary, the percentage of target bonus 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 2020 based on the achievement of the Adjusted EBITDA goal described above.

  29. Compensation Discussion and Analysis

    | Named Executive Officer | Annual Incentive Plan Target Bonus (1) | Annual Incentive Plan Target Bonus | Earned | Cash Incentive Award Amount (2) | | Lee Delaney | 150% | $1,800,000 | 300% | $3,600,000 | | Bob Eddy | 110 | 880,000 | 220 | 1,760,000 | | Paul Cichocki (3) | 100 | 628,435 | 168 | 1,256,869 | | Jeff Desroches | 70 | 385,000 | 140 | 770,000 | | Scott Kessler | 70 | 385,000 | 140 | 770,000 |

  30. Compensation Discussion and Analysis

    | (1) Fiscal year 2020 was 52 weeks long. Each executive’s target bonus was a percentage of their base salary as of January 30, 2021. | | (2) Cash incentive award amounts earned for fiscal year 2020 were paid in March 2021. | | (3) Mr. Cichocki was appointed as the Company’s Executive Vice President, Membership, Analytics and Business Transformation, effective April 1, 2020. |

  31. Compensation Discussion and Analysis

    Long-Term Incentive Awards For fiscal year 2020, each of our NEOs received long-term incentive awards comprised of performance share units and restricted stock 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 stockholders. Our executive officers earn performance share units based on the achievement of pre-defined cumulative adjusted EPS 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 component of our long-term incentive awards closely align the incentives provided by these awards with the interests of our stockholders as our executive officers benefit from restricted stock awards when the market price of our common stock increases and all changes to the value of restricted stock, whether positive or negative, directly correspond to those experienced by our stockholders. Therefore, we believe that restricted stock 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 stockholder value by tying the value of the awards to our future performance and by aligning executive officer compensation with the interests of our stockholders. 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 Executive Compensation Committee has also drawn upon the experience of its members in making such determinations. Based on these considerations, the Executive Compensation Committee determined not to increase the long-term incentive award amounts for the NEOs for fiscal year 2020. The Executive Compensation Committee did, however, approve the transition to performance share units from non-qualified stock options and adjusted the equity mix of the awards to reflect equal weighting of restricted stock and performance share units for such awards for the reasons noted above. 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 2020:

  32. Compensation Discussion and Analysis

    | Award Type for NEOs | Weighting | Vesting Terms | | Performance share units | 50% | Earned based on the achievement of cumulative adjusted EPS growth compared to goals established by the Executive Compensation Committee and vest over the three-year performance period ending on January 28, 2023. The shares earned, if any, will cliff vest as of the end of the performance period, based on continued employment through such date. | | Restricted stock | 50% | Vest in three equal annual installments commencing on April 1, 2021, subject to continued employment through such dates. |

  33. Compensation Discussion and Analysis

    In connection with the transition to performance share units, the Executive Compensation Committee determined, after consideration of retention factors associated with the equity scheduled to vest each year given the new delayed vesting period associated with the performance shares units as opposed to the annual vesting associated with the non-qualified stock options, to grant cash transition awards equivalent to 25% of the annual long-term incentive award grant, with one-third of the cash transition award vesting after one year and the remaining two-thirds of the award vesting the year thereafter. The first cash transition awards will be paid in fiscal year 2021. >> Performance Share Unit Awards We granted performance share unit awards to our NEOs in fiscal year 2020 for 50% of their long-term incentive compensation awards. The performance share unit awards may be earned by our NEOs based on cumulative adjusted EPS growth achieved over a three-year performance period from February 2, 2020 to January 28, 2023. 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 of the target number of units granted, will be based on threshold, target and maximum levels of performance established by the compensation committee shortly after the beginning of fiscal year 2020, based on their assessment of the Company outlook, which may result in variations in these established levels from year to year. 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 50%, 100% or 200%, respectively, of his target performance share units. The shares earned, if any, will cliff vest as of the end of the performance period based on continued employment through such date. 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.

  34. Compensation Discussion and Analysis

    >> Restricted Stock Awards We also granted restricted stock awards to our NEOs for fiscal year 2020. These awards comprise 50% of their long-term incentive compensation awards and vest in three equal annual installments commencing on April 1, 2021, subject to continued employment through such dates. The following table sets forth the restricted stock awards granted to each of our NEOs for fiscal year 2020. 2020 Equity Compensation Awards

  35. Compensation Discussion and Analysis

    | | Fiscal Year 2020 Restricted Stock Awards | | | Name | Value | Shares | | Lee Delaney | $3,000,000 | 119,664 | | Bob Eddy | 1,400,000 | 55,843 | | Paul Cichocki | 1,125,000 | 44,874 | | Jeff Desroches | 700,000 | 27,921 | | Scott Kessler | 700,000 | 27,921 |

  36. Compensation Discussion and Analysis

    >> New Hire and Promotion Awards Mr. Cichocki was hired as the Company’s Executive Vice President, Membership, Analytics and Business Transformation, effective April 1, 2020. In connection with Mr. Cichocki’s hiring, he received a grant of 179,497 non-qualified stock options, with a grant date fair value of $1,105,702, as well as a restricted stock award of 59,832 shares, with a grant date fair value of $1,500,000, with one-half scheduled to vest on each April 1, 2021 and 2022, subject to continued employment with us through such dates. The number of options granted is based on the quotient of the dollar amount of the award divided by the closing price of the Company’s common stock on the NYSE on the date of grant, which was $25.07, divided by three. The grant date fair value of the option award may differ from the dollar amount of the award. Mr. Delaney was promoted to the office of President and Chief Executive Officer of the Company, effective February 2, 2020. In connection with Mr. Delaney’s promotion, the Executive Compensation Committee approved an award of performance-based restricted share units to Mr. Delaney (the "Promotion Award") pursuant to the 2018 Plan. The Promotion Award is subject to the same performance-based vesting hurdles as the performance share units granted to NEOs for fiscal year 2020, which are based on achievement of cumulative adjusted EPS growth during the fiscal years ending in 2021, 2022 and 2023 and is 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 years ending in 2023, 2024 and 2025, subject to continued employment through such dates. The Promotion Award is for 222,717 performance share units, at target, which is equal to $5,000,000 divided by the fair market value of the Company’s common stock on the grant date, which was $22.45, with the number of restricted stock units that may be earned pursuant to the Promotion Award ranging from 50%-200% of the target amount based on the same performance levels as the performance share units granted to NEOs for fiscal year 2020. None of the performance share units will be earned if the minimum performance-based vesting hurdle is not achieved. Other Compensation Components >> 401(k) Plan We have established a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Under the 401(k) plan, eligible employees may elect to reduce their current compensation by up to the prescribed annual limit, and contribute these amounts to the 401(k) plan. This plan provides for Company matching contributions of 50% of the first 6% of an employee’s covered compensation. >> Executive Retirement Plan We maintain an executive retirement plan (the “Executive Retirement Plan”) in which a select group of our management and highly compensated employees are eligible to participate. Participants are selected by the Executive Compensation Committee and are entitled to company contributions within 60 days of fiscal year end under the plan (the "Annual Retirement Contribution") if they are actively employed by the Company on the last day of a plan year or if they are terminated prior to the end of the plan year due to (i) retirement on or after the attainment of age 55 or (ii) disability. Each year the Company makes an Annual Retirement Contribution to each participant under this plan with at least four years of credited service in an amount equal to at least 3% of the participant’s after-tax base salary earned for such year. For fiscal year 2020, we made a contribution of 5% of each NEO’s base salary, consistent with prior years. Annual Retirement Contributions to participants with at least four years of service are considered taxable income to the participants, and we make an additional tax gross-up contribution to each of these participants each year. For participants with less than four years of service by the end of the applicable plan year, the participant will accrue the right to an Annual Retirement Contribution each year, and, subject to continued employment, in the plan year in which the participant is first credited with four years of service, the Company will make an aggregate retirement contribution on behalf of the participant equal to the amount of the Annual Retirement Contribution for the applicable plan year and the previous three plan years (along with a tax gross-up contribution). Notwithstanding the foregoing, we have elected to make Annual Retirement Contributions on behalf of Messrs. Cichocki and Kessler, though he has not yet achieved four years of credited service. If the employment of either Messrs. Cichocki or Kessler is terminated prior to achieving four years of credited service, he will forfeit any Company contributions made under the plan. Tax gross up payments will be made to Messrs. Cichocki and Kessler when they achieve four years of credited service. Upon a change of control, each participant with less than four years of credited service will become fully vested in any benefit accrued under the plan, and each participant will receive an Annual Retirement Contribution for the year in which the change of control occurs. Participants generally may elect to invest their balance under the Executive Retirement Plan in a variety of different tax-deferred investment vehicles. However, the Company selects the investments with respect to Annual Retirement Contributions made on behalf of Messrs. Cichocki and Kessler since they have not yet achieved four years of credited service. >> Employee Benefits and Perquisites Additional benefits received by our employees, including our NEOs, include medical and dental benefits, flexible spending accounts, short-term and long-term disability insurance and accidental death and dismemberment insurance. We also provide basic life insurance coverage to our employees, as well as executive life insurance to certain key executives, including our NEOs. Certain of our NEOs also receive a car allowance, and we reimburse certain financial counseling and estate planning expenses for certain executives, including our NEOs. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices in the competitive market. We do not view perquisites or other personal benefits as a significant component of our executive compensation program. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment, motivation or retention purposes. All future practices with respect to perquisites or other personal benefits for our NEOs will be approved and subject to periodic review by the Executive Compensation Committee and we do not expect such perquisites to become a significant component of our compensation program. >> Severance and Change in Control Benefits We have entered into employment agreements with each of our NEOs. The material elements of these employment agreements are summarized below under "-Fiscal Year 2021 Compensation for Chief Executive Officer" and "-Employment Agreements and Potential Payments Upon Termination or Change in Control." >> Executive Stock Ownership Guidelines

  37. Compensation Discussion and Analysis

    In order to complement our compensation programs and further align the interests of our NEOs with those of our stockholders, our Board of Directors adopted Executive Stock Ownership Guidelines pursuant to which (i) our Chief Executive Officer is required to own equity in the Company equal to at least five times his annual base salary, (ii) each Executive Vice President is required to own equity in the Company equal to at least three times his or her annual base salary and (iii) each Senior Vice President is required to own equity in the Company equal to at least one times his or her annual base salary. Please see the disclosure under "-Director and Executive Stock Ownership Guidelines" for more information. >> Anti-Hedging and Anti-Pledging Policy None of our NEOs has engaged in any hedging transactions with respect to our common stock or pledged any of his or her shares of common stock in the Company. Additionally, our Board of Directors adopted an insider trading compliance policy, which applies to all of our Directors, officers and certain designated employees. The policy prohibits our Directors, officers and certain designated employees from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, short sales and transactions in publicly traded options, such as puts, calls and other derivatives involving our equity securities and also prohibits the pledging of the Company’s securities as collateral to secure loans. >> Clawback Policy We have adopted a clawback policy that allows the Company to recoup cash and equity incentive compensation paid to, earned by or granted to our executive officers during the three completed fiscal years preceding the publication of a restatement of the Company’s financial statements if the financial results that are the subject of a restatement had been materially misstated due to an act of embezzlement, fraud, intentional misconduct or breach of fiduciary duty by any of our executive officers. In such circumstances, the Company may recoup the amount of cash and equity incentive compensation that was paid, earned or granted as a result of the incorrectly reported financial results of the Company that were the subject of the restatement that would not have been paid, earned or granted, as applicable, if determined based on the financial results of the Company set forth or reflected in the Company’s restated financial statements. Our clawback policy applies to all incentive compensation approved or awarded on or after March 3, 2020. Mr. Baldwin and Fiscal Year 2020 Compensation On August 2, 2020, Mr. Baldwin’s employment with the Company ended, as contemplated by that certain amendment to the employment agreement with Mr. Baldwin entered into on January 30, 2020, by and among us, BJ’s Wholesale Club, Inc., and Mr. Baldwin (the “Amended Employment Agreement”). Following August 2, 2020, Mr. Baldwin continued to serve as the Chairman of the Board, until April 9, 2021 when he rejoined the employment of the Company as Executive Chairman of the Board. Mr. Baldwin’s annual base salary during fiscal year 2020 was $1,350,000 and he received and an annual cash incentive award of $2,025,000, which is equal to 150% of his annual base salary and was prorated based on the period for which he was employed during fiscal year 2020, in each case, consistent with the Amended Employment Agreement. Mr. Baldwin, at his request, did not receive any equity awards for fiscal year 2020. Mr. Baldwin’s base salary and target annual cash incentive award opportunity were determined based on the same considerations as those for the same type of compensation received by our NEOs for fiscal year 2020. Tax and Accounting Considerations >> Section 162(m) of the Internal Revenue Code Generally, Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), disallows a tax deduction to any publicly-held corporation for any individual remuneration in excess of $1 million paid in any taxable year to certain "covered employees." We expect to be eligible for transition relief from the Section 162(m) deduction limitation that should generally extend until our 2022 Annual Meeting of Stockholders. To the extent that this transition relief expires or is otherwise unavailable, we expect that the Executive Compensation Committee will consider the potential future effects of Section 162(m) on the deductibility of executive compensation paid to our NEOs. As such, in approving the amount and form of compensation for our NEOs in the future, the Executive Compensation Committee will consider all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m). In appropriate circumstances, however, the Executive Compensation Committee may implement programs that recognize a full range of criteria important to our success and to ensure that our executive officers are compensated in a manner consistent with our best interests and those of our stockholders, even where the compensation paid under such programs may not be deductible under Section 162(m) of the Internal Revenue Code. >> Section 280G of the Internal Revenue Code Section 280G of 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, bonus 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 Executive 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 Executive 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. >> Section 409A of the Internal Revenue Code Section 409A of the Internal Revenue Code requires that "non-qualified deferred compensation" be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our NEOs, so that they are either exempt from, or satisfy the requirements of, Section 409A. >> Accounting for Stock-Based Compensation

  38. Compensation Discussion and Analysis

    We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718 (formerly known as FASB No. 123(R)), 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 stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will be accounted for under ASC Topic 718. The Executive 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.

  39. Summary Compensation Table

    Summary Compensation Table The following table sets forth information with respect to all compensation paid or earned for services rendered to the Company by our NEOs for fiscal year 2020, fiscal year 2019 and fiscal year 2018 presented in accordance with SEC rules:

  40. Summary Compensation Table

    | Summary Compensation Table | | | | | | | | | | Name and Principal Position | Fiscal Year | Salary (1) | Bonus | Stock Awards (2) | Option Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (9) | Total | | Lee Delaney (4) | 2020 | $1,200,000 | $ — | $10,999,950 | $ — | $3,600,000 | $357,300 | $16,157,250 | | Former President, Chief Executive Officer | 2019 | 834,615 | — | 2,249,992 | 682,582 | 717,188 | 13,156 | 4,497,533 | | | 2018 | 722,308 | — | 3,093,706 | 2,220,474 | 847,500 | 13,492 | 6,897,480 | | Bob Eddy (5) | 2020 | 796,154 | — | 2,799,968 | — | 1,760,000 | 113,031 | 5,469,153 | | President and Chief Executive Officer | 2019 | 767,308 | — | 3,599,963 | 637,074 | 592,875 | 124,714 | 5,721,934 | | | 2018 | 686,923 | — | 3,850,000 | 2,774,625 | 819,250 | 100,996 | 8,231,794 | | Christopher J. Baldwin | 2020 | 675,000 | — | — | — | 2,025,000 | 17,061 | 2,717,061 | | Executive Chairman of the Board (6) | 2019 | 1,342,308 | — | 5,062,489 | 1,535,811 | 1,549,125 | 481,430 | 9,971,163 | | | 2018 | 1,230,769 | — | 35,458,808 | 3,134,752 | 2,203,500 | 28,935 | 42,056,764 | | Paul Cichocki (7) | 2020 | 628,847 | 400,000(8) | 3,749,971 | 1,105,702 | 1,256,869 | 2,576 | 7,143,965 | | Executive Vice President, Chief Commercial Officer | 2019 | | | | | | | | | | 2018 | | | | | | | | | Jeff Desroches | 2020 | 546,154 | — | 1,399,959 | — | 770,000 | 78,573 | 2,794,686 | | Executive Vice President, Club Operations | | | | | | | | | | Scott Kessler | 2020 | 546,154 | — | 1,399,959 | — | 770,000 | 16,043 | 2,732,156 | | Executive Vice President, Chief Information Officer | 2019 | 521,154 | — | 1,049,993 | 318,537 | 281,138 | 15,023 | 2,185,845 | | | 2018 | 490,385 | — | 2,887,500 | 693,656 | 95,500 | 3,746 | 4,170,787 |

  41. Summary Compensation Table

    | (1) This amount reflects salary earned during the fiscal year, including any salary adjustments made during the fiscal year. | | (2) Amounts set forth in the Stock Awards and Option Awards columns 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 assumptions made calculating the grant date fair value of the option awards granted in each respective year are found in Note 10 (Stock Incentive Plans) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended January 30, 2021. The grant date fair value of the restricted stock 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 (200%) payout level, the value of PSUs granted in fiscal 2020 was: Mr. Delaney $15,999,949; Mr. Eddy, $2,799,968; Mr. Cichocki, $2,249,982; Mr. Kessler, $1,399,958; and Mr. Desroches, $1,399,958. The value of the options, restricted stock awards and performance stock units granted to our NEOs for fiscal year 2020 is reflected in the Fiscal Year 2020 Grants of Plan-Based Awards table below. | | (3) Amounts reported reflect annual cash incentive awards earned by our NEO’s 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. | | (4) During fiscal year 2020, Mr. Delaney served as our President and Chief Executive Officer and as our principal executive officer. Mr. Delaney passed away unexpectedly on April 8, 2021. Mr. Delaney’s fiscal year 2020 base salary was adjusted to $1,200,000 per annum, effective February 2, 2020, in connection with his promotion as the Company’s Chief Executive Officer. Mr. Delaney was promoted to President, Chief Commercial Officer effective September 1, 2019. Prior to September 1, 2019, Mr. Delaney served as our Executive Vice President, Chief Commercial Officer and Mr. Baldwin served as our President. Mr. Delaney’s base salary was increased to $900,000, effective September 1, 2019. | | (5) During fiscal year 2020, Mr. Eddy served as our Executive Vice President and Chief Financial and Administrative Officer and as our principal financial officer. He was appointed President and Chief Executive Officer on April 19, 2021 following the unexpected passing of Mr. Delaney. | | (6) Mr. Baldwin’s employment with the Company ended on August 2, 2020, as contemplated by the Amended Employment Agreement. Mr. Baldwin continued to serve as the Chairman of the Board from August 2, 2020 through April 9, 2021. Mr. Baldwin re-joined the Company as Executive Chairman of the Board on April 9, 2021 following the unexpected passing of Mr. Delaney. | | (7) Mr. Cichocki was appointed as the Company’s Executive Vice President, Membership, Analytics and Business Transformation effective April 1, 2020. On April 19, 2021, he was appointed as the Company’s Executive Vice President, Chief Commercial Officer. | | (8) This amount reflects a one-time sign on cash bonus paid to Mr. Cichocki as set forth in his employment agreement. | | (9) All Other Compensation for fiscal year 2020 includes: |

  42. Summary Compensation Table

    | Name | Executive Retirement Plan Company Contributions (a) | Tax Gross Ups (b) | Car Allowance | Employer 401(k) Matching Contributions (c) | Financial Planning | Executive Life Insurance Contributions | Other (d) | Total | | Lee Delaney (e) | $197,542 | $146,010 | $— | $8,538 | $— | $3,614 | $1,596 | $357,300 | | Bob Eddy | 41,237 | 30,480 | 15,374 | 9,750 | 8,985 | 5,755 | 1,450 | 113,031 | | Christopher J. Baldwin | — | — | — | 9,750 | — | 7,311 | — | 17,061 | | Paul Cichocki | — | — | — | — | — | 2,326 | 250 | 2,576 | | Jeff Desroches | 28,351 | 20,955 | 15,374 | 9,750 | — | 3,293 | 850 | 78,573 | | Scott Kessler | — | — | — | 9,202 | 2,067 | 3,259 | 1,515 | 16,043 |

  43. Summary Compensation Table

    | (a) We contribute to the Executive Retirement Plan for certain of our NEOs. This amount reflects the Company contribution to the Executive Retirement Plan. Under the Executive Retirement Plan, we fund annual retirement contributions of a certain percentage of the designated participant's base salary in contribution accounts, in which participants become vested after four fiscal years of service. | | (b) Amounts reflect tax gross-ups provided under our Executive Retirement Plan. | | (c) Our 401(k) plan provides for Company matching contributions of 50% of the first 6% of an employee’s covered compensation. Company matching contributions vest ratably over an employee’s first four years of employment. | | (d) Amounts include installation, service and monitoring costs of security alarms. | | (e) Amounts included for Mr. Delaney in the "Executive Retirement Plan Company Contributions" and "Tax Gross Ups" columns represent amounts accrued during his previous four years of credited service with the Company that vested in fiscal year 2020. Previously, these Company contributions and tax gross up amounts were not included in the Summary Compensation Table as compensation because Mr. Delaney had not yet vested in these amounts and, accordingly, they were subject to forfeiture if Mr. Delaney’s employment was terminated prior to achieving four years of credited service. For further information, please see "-Compensation Discussion and Analysis-Other Compensation Components-Executive Retirement Plan." |

  44. Grants of Plan-Based Awards in Fiscal Year 2020

    Grants of Plan-Based Awards in Fiscal Year 2020 The following table sets forth information regarding grants of plan-based awards made to our NEOs during fiscal year 2020:

  45. Grants of Plan-Based Awards in Fiscal Year 2020

    | Fiscal Year 2020 Grants of Plan-Based Awards | | | | | | | | | | | | | | | Estimated Possible 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 | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Options | Awards | Awards (2) | | Lee Delaney | | $ — | $1,800,000 | $3,600,000 | | | | | | | | | | 04/01/2020 | | | | | | | 119,664(3) | | | $2,999,976 | | | 03/12/2020 | | | | 111,359 | 222,717 | 445,434(4) | | | | 4,999,997 | | | 04/01/2020 | | | | 59,832 | 119,664 | 239,328(5) | | | | 2,999,976 | | Bob Eddy | | — | 775,000 | 1,550,000 | | | | | | | | | | 04/01/2020 | | | | | | | 55,483(3) | | | 1,399,984 | | | 04/01/2020 | | | | 27,922 | 55,483 | 111,686(5) | | | | 1,399,984 | | Christopher J. Baldwin (6) | | | 1,012,500 | 2,025,000 | | | | | | | | | Paul Cichocki (7) | | — | 628,435 | 1,256,869 | | | | | | | | | | 04/01/2020 | | | | | | | 44,874(3) | | | 1,124,991 | | | 04/01/2020 | | | | | | | 59,832(8) | | | 1,499,988 | | | 04/01/2020 | | | | | | | | 179,497(9) | $25.07 | 1,105,702 | | | 04/01/2020 | | | | 22,437 | 44,874 | 89,748(5) | | | | 1,124,991 | | Jeff Desroches | | — | 385,000 | 770,000 | | | | | | | | | | 04/01/2020 | | | | | | | 27,921(3) | | | 699,979 | | | 04/01/2020 | | | | 13,961 | 27,921 | 55,842(5) | | | | 699,979 | | Scott Kessler | | — | 385,000 | 770,000 | | | | | | | | | | 04/01/2020 | | | | | | | 27,921(3) | | | 699,979 | | | 04/01/2020 | | | | 13,961 | 27,921 | 55,842(5) | | | | 699,979 |

  46. Grants of Plan-Based Awards in Fiscal Year 2020

    | (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". | | (2) Amounts represent the grant date fair value of each award granted in fiscal year 2020 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. | | (3) Represents shares of restricted stock granted as incentive compensation for fiscal year 2020. The shares granted to the NEOs are subject to vesting in equal installments on each of April 1, 2021, 2022 and 2023, subject to continued employment through such dates. | | (4) Represents performance share units granted in connection with Mr. Delaney's promotion. The performance share units granted to the Mr. Delaney are earned based on performance-based vesting hurdles, which are based on the achievement of cumulative adjusted EPS growth during the fiscal years ending in 2021, 2022 and 2023 and the shares earned, if any, were 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 years ending in 2023, 2024 and 2025, subject to continued employment through such dates. | | (5) Represents performance share units granted as incentive compensation for fiscal year 2020. 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 during the fiscal years ending in 2021, 2022 and 2023, with the shares earned, if any, also subject to vesting based on continued employment through the end of such three-year performance period. | | (6) Mr. Baldwin’s employment with the Company ended on August 2, 2020 in accordance with the expiration of the Amended Employment Agreement. Mr. Baldwin’s fiscal year 2020 annual cash incentive award was prorated based on the period of fiscal year 2020 for which he was employed by the Company. Mr. Baldwin, at his request, did not receive any equity awards for fiscal year 2020. Mr. Baldwin rejoined employment of the Company on April 9, 2021 as Executive Chairman of the Board. | | (7) Mr. Cichocki was appointed as the Company’s Executive Vice President, Membership, Analytics and Business Transformation, effective April 1, 2020 and was appointed as the Company’s Executive Vice President, Chief Commercial Officer on April 19, 2021. | | (8) Represents restricted stock award granted in connection with Mr. Cichocki's commencement of employment, with a grant date fair value of $1,500,000, with one-half scheduled to vest on each April 1, 2021 and 2022, subject to continued employment with us through such dates. | | (9) Mr. Cichocki received an additional grant of 179,497 non-qualified stock options, with a grant date fair value of $1,105,702 on April 1, 2020 in connection with his appointment as Executive Vice President, Membership, Analytics and Business Transformation. The number of options granted is based on the quotient of the dollar amount of the award divided by the closing price of the Company’s common stock on the NYSE on the date of grant, which was $25.07, divided by three. The grant date fair value of the award may differ from the dollar amount of the award. |

  47. 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 Fiscal Year 2020 Grants of Plan-Based Awards table was paid or awarded, are described above under "-Compensation Discussion and Analysis." In fiscal year 2020, we granted restricted stock awards and performance share unit awards to each of our NEOs as well as a performance share award to Mr. Delaney in connection with his promotion to President and Chief Executive Officer and a restricted stock awards and non-qualified stock option award to Mr. Cichocki in connection with his commencement of employment with the Company, in each case pursuant to the 2018 Plan, as described in the Fiscal Year 2020 Grants of Plan-Based Awards table. The vesting of each award is subject to acceleration and post-termination exercisability in connection with certain termination triggering events as 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 will be retained by us and will only be paid if and when the underlying shares of restricted stock vest. The terms of the employment agreements that we have entered into with our NEOs are described above under "Compensation Discuss and Analysis-Fiscal Year 2021 Compensation for Chief Executive Officer and Chairman" and below under "-Employment Agreements and Potential Payments Upon Termination or Change in Control."

  48. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to outstanding equity incentive plan awards held by our NEOs as of January 30, 2021:

  49. Outstanding Equity Awards at Fiscal Year-End

    | | Outstanding Equity Awards at Fiscal Year-End 2020 | | | | | | | | | | Options Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | 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) | Number of Unearned Shares, Units or Other Rights That Have Not Vested | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) | | Lee Delaney | 346,502 | — | $5.72 | 05/09/2026 | 15,624(5) | $657,302 | | | | | 55,000 | — | 5.72 | 09/20/2026 | 54,368(6) | 2,287,262 | | | | | 93,748 | 46,875(2) | 17.00 | 06/27/2028 | 119,664(7) | 5,034,264 | | | | | 281,253 | — | 17.00 | 06/27/2028 | | | 222,717 | $9,369,704(10) | | | 27,183 | 54,368(3) | 27.59 | 04/01/2029 | | | 119,664 | 5,034,264(11) | | Bob Eddy | | | | | 29,168(5) | 1,227,098 | | | | | | | | | 50,743(6) | 2,134,758 | | | | | 175,000 | 87,500(2) | 17.00 | 06/27/2028 | 55,782(7) | 2,346,749 | | | | | 262,500 | — | 17.00 | 06/27/2028 | 55,843(8) | 2,349,315 | | | | | 25,371 | 50,743(3) | 27.59 | 04/01/2029 | | | 55,843 | 2,349,315(11) | | Christopher J. Baldwin | — | 195,313(2) | 17.00 | 06/27/2028 | 65,106(5) | 2,739,009 | | | | | 61,164 | 122,326(3) | 27.59 | 04/01/2029 | 122,327(6) | 5,146,297 | | | | Paul Cichocki | — | 179,497(4) | 25.07 | | 44,874(8) | 1,887,849 | | | | | | | | | 59,832(9) | 2,517,132 | | | | | | | | | | | 44,874 | 1,887,849(11) | | Jeff Desroches | | | | | 24,500(5) | 1,030,715 | | | | | | | | | 25,372(6) | 1,067,400 | | | | | | | | | 27,921(8) | 1,174,636 | | | | | 57,750 | — | 17.00 | 06/27/2028 | | | 27,921 | 1,174,636(11) | | | 49,000 | 24,500(2) | 17.00 | 06/27/2028 | | | | | | | 12,685 | 25,372(3) | 27.59 | 04/01/2029 | | | | | | Scott Kessler | 21,534 | — | 7.00 | 06/05/2027 | 21,875(5) | 920,281 | | | | | 65,625 | — | 17.00 | 06/27/2028 | 25,372(6) | 1,067,400 | | | | | 43,750 | 21,875(2) | 17.00 | 06/27/2028 | 27,921(8) | 1,174,636 | | | | | 12,685 | 25,372(3) | 27.59 | 04/01/2029 | | | 27,921 | 1,174,636(11) |

  50. Outstanding Equity Awards at Fiscal Year-End

    | (1) Market values reflect the closing price of our common stock on the NYSE on January 29, 2021 (the last business day of fiscal year 2020), which was $42.07. | | (2) Represents unexercisable portion of option awards granted for fiscal year 2018, with one-third having vested and become exercisable on June 27, 2019 and 2020 and one-third scheduled to vest and become exercisable on June 27, 2021, subject to continued employment with us through such date. | | (3) Represents unexercisable portion of option awards granted for fiscal year 2019, with one-third having vested and become exercisable on April 1, 2020 and one-third scheduled to vest and become exercisable on each of April 1, 2021 and 2022, subject to continued employment with us through such dates. | | (4) Represents unvested portion of options granted in connection with Mr. Cichocki's commencement of employment with one-half scheduled to vest and become exercisable on each of April 1, 2022 and 2023, subjected to continued employment with us through such dates. | | (5) Represents unvested portion of restricted stock awards granted for fiscal year 2018, with one-third having vested on each of June 28, 2019 and 2020 and one-third scheduled to vest on June 28, 2021, subject to continued employment with us through such date. | | (6) Represents unvested portion of restricted stock awards granted for fiscal year 2019, with one-third having vested on April 1, 2020 and one-third scheduled to vest on each of April 1, 2021 and 2022, subject to continued employment with us through such dates. | | (7) Represents unvested portion of restricted stock awards granted for as a retention bonus, with one-half scheduled to vest on each of September 16, 2021 and 2022, subject to continued employment with us through such dates. | | (8) Represents unvested portion of restricted stock awards granted for fiscal year 2020, with one-third scheduled to vest on each of April 1, 2021, 2022 and 2023, subject to continued employment with us through such dates. | | (9) Represents unvested portion of restricted stock award granted in connection with Mr. Cichocki's commencement of employment with one-half having vested on April 1, 2021 and one-half scheduled to vest on April 1, 2022, subject to continued employment with us through such dates. | | (10) Represents performance share units granted to Mr. Delaney in connection with his promotion to President and Chief Executive Officer of the Company, effective February 2, 2020, in fiscal year 2020, which provided Mr. Delaney 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 February 2, 2020 to January 28, 2023, based on the achievement of cumulative adjusted EPS growth over such performance period, with the shares earned, if 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 years ending in 2023, 2024 and 2025, subject to continued employment through such dates. Assuming our relative performance for the three-year performance period through the end of fiscal year 2020, these awards would have been earned at a level of maximum performance. In accordance with SEC rules, these awards are reflected in the table as maximum performance (i.e., 200% of the target amount). | | (11) Represents performance share units granted in fiscal year 2020, which provided our NEOs 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 February 2, 2020 to January 28, 2023, based on the 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 2020, these awards would have been earned at a level of maximum performance. In accordance with SEC rules, these awards are reflected in the table as maximum performance (i.e., 200% of the target amount). |

  51. Fiscal Year 2020 Option Exercises and Stock Vested

    Fiscal Year 2020 Option Exercises and Stock Vested The following table sets forth the aggregate number of options to purchase shares of our common stock exercised by our NEOs in fiscal year 2020 and the aggregate number of shares of restricted stock that vested in fiscal year 2020. 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.

  52. Fiscal Year 2020 Option Exercises and Stock Vested

    | | Fiscal Year 2020 Option Exercises and Stock Vested | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (1) | Value Realized on Exercise | Number of Shares Acquired on Vesting (1) | Value Realized on Vesting | | Lee Delaney | 17,602 | $410,014 | 42,807 | $1,237,848 | | Bob Eddy | 105,000 | 2,383,744 | 54,537 | 1,674,652 | | Christopher J. Baldwin | 988,169 | 21,405,031 | 126,267 | 3,851,710 | | Paul Cichocki | — | — | — | — | | Jeff Desroches | 52,514 | 1,738,432 | 37,185 | 1,190,458 | | Scott Kessler | 64,602 | 1,819,285 | 34,560 | 1,096,982 |

  53. Fiscal Year 2020 Option Exercises and Stock Vested

    | (1) Includes shares withheld to pay taxes on the restricted stock grant. |

  54. 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. Christopher J. Baldwin's Employment Agreement On January 30, 2020, the Company entered into an amendment to the Baldwin Employment Agreement with Mr. Baldwin in connection with his transition to Executive Chairman of the Company, effective as of February 2, 2020 (the “Baldwin Amended Employment Agreement”). Pursuant to the Baldwin Amended Employment Agreement, for fiscal year 2020, Mr. Baldwin was entitled to an annual base salary of $1.35 million per year and a target annual cash incentive award opportunity equal to 150% of his annual base salary, which bonus is prorated if Mr. Baldwin remains employed for less than a full fiscal year. Mr. Baldwin is not entitled to an equity award for fiscal year 2020. The Baldwin Amended Employment Agreement terminated on August 2, 2020. The Baldwin Amended Employment Agreement also eliminated the severance benefits that would have previously been provided to Mr. Baldwin in the event of a termination of Mr. Baldwin’s employment by us without cause or by Mr. Baldwin for good reason on or subsequent to February 2, 2020. Bob Eddy, Lee Delaney, Paul Cichocki, Scott Kessler and Jeff Desroches Employment Agreements BJ’s Wholesale Club, Inc. has entered into employment agreements with each of Mr. Eddy, dated as of January 30, 2011; Mr. Delaney, dated as of December 6, 2018; Mr. Cichocki, dated as of January 30, 2020; Mr. Kessler, dated as of May 30, 2017; and Mr. Desroches, dated as of December 6, 2018. 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 Messrs. Delaney’s Cichocki's, Kessler’s, or Desroches's employment agreements specified a term of employment. The annual base salaries initially established in the respective employment agreements for Messrs. Eddy, Delaney, Cichocki, Kessler and Desroches were $560,000, $600,000, $750,000, $450,000 and $375,000, respectively. Each of the executives is also subject to 24-month post-termination non-competition and non-solicitation covenants, as well as a perpetual confidentiality covenant. Pursuant to each employment agreement, the Company has certain obligations that become due in the event of termination. If any of the executives are terminated by the Company without cause (as defined in the applicable employment agreement), then in addition to any accrued amounts, 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 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, (iii) a pro rata portion of any amounts the executive would have been entitled to receive under the Company’s Annual Incentive Plan had he remained employed by the Company until the end of the fiscal year during which termination occurred 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 bonus the executive would have been entitled to receive had he 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 January 30, 2020, the Company entered into an employment agreement with Mr. Delaney, in connection with his promotion to the office of President and Chief Executive Officer of the Company, effective February 2, 2020, which superseded his previous employment agreement described above. Pursuant to the terms of Mr. Delaney’s current employment agreement, he is entitled to an annual base salary of $1.2 million. Additionally, the compensation committee approved a fiscal year 2020 target annual cash incentive award opportunity equal to 150% of his annual base salary, and annual long-term incentive awards in the amount of $6.0 million, consisting of 50% performance-based restricted stock units and 50% restricted stock, for a target total direct compensation for fiscal year 2020 equal to $9.0 million. In connection with Mr. Delaney’s promotion, the compensation committee also approved an award of performance-based restricted stock units to Mr. Delaney pursuant to the 2018 Plan for a number of restricted stock units, at target, equal to $5,000,000 divided by the fair market value of the Company’s common stock on the grant date. See "-Compensation Discussion and Analysis for a description of this award. The current employment agreement also provides that on or after February 2, 2020, to the extent Mr. Delaney’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 bonus, payable in substantially equal installments in such manner and at such times as Mr. Delaney’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. Delaney’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 bonus to which Mr. Delaney would have been entitled had he remained employed by the Company until the end of the fiscal year, and (iv) any other payments or benefits arising from Mr. Delaney’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. Delaney’s prior employment agreement. The employment terminated upon the unexpected passing of Mr. Delaney on April 8, 2021. Equity Awards

  55. Employment Agreements and Potential Payments Upon Termination or Change in Control

    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 shares of restricted stock will automatically be forfeited, cancelled or repurchased, as applicable. 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 Executive 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 Executive 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 Executive 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. In the event of termination of employment with us, vested stock options under the 2011 Plan 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. In April 2021, following the unexpected passing of Mr. Delaney, the Company reviewed its policy for the treatment of outstanding equity upon termination by reason of death. In connection with this review, the Executive Compensation Committee considered, in consultation with Exequity, data regarding prevalent market practices, including through a review of its peer group’s practices, and determined that the Company’s current treatment of equity upon death is less favorable than typical market practices. Accordingly, the Executive Compensation Committee determined to modify Mr. Delaney’s awards, and to amend all other outstanding equity award agreements, to provide for, upon termination due to death, and subject to execution of a release of claims by the award recipient’s estate: (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. In adjusting the treatment of outstanding equity upon termination by reason of death, and modifying Mr. Delaney’s awards, the Executive Compensation seeks to position the Company competitively with the market in order to better attract and retain equity-eligible employees and executives as well as to provide a post-termination exercise window that is sufficient to allow for the settlement of outstanding options prior to any court settlement that may be required with respect to the deceased award recipient’s estate. 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 bonus 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. 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 January 30, 2021. 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.

  56. Employment Agreements and Potential Payments Upon Termination or Change in Control

    | Name | Benefit | Termination Without Cause or for Good Reason, as applicable | Termination Due to Death or Disability (9) | Change in Control | Qualifying Termination Without Cause or for Good Reason, as applicable, in Connection With a Change in Control | | Lee Delaney | Severance Benefit (1) | $1,200,000 | $— | $— | $1,200,000 | | | Continuation of Health Benefits (2) | 38,610 | — | — | 38,610 | | | Value of Accelerated Stock Awards (3) | — | — | — | 9,941,233 | | | Value of Accelerated Performance Stock Unit Awards (4) | — | — | 4,792,446 | — | | | Annual Bonus (5) | — | — | — | — | | | Other (8) | — | — | — | — | | Bob Eddy | Severance Benefit (6) | 1,600,000 | — | — | 1,600,000 | | | Continuation of Health Benefits (7) | 38,610 | — | — | 38,610 | | | Value of Accelerated Stock Awards (3) | — | — | — | 10,986,303 | | | Value of Accelerated Performance Stock Unit Awards (4) | — | — | 781,661 | — | | | Annual Bonus (5) | — | — | — | — | | | Other (8) | — | — | — | — | | Christopher J. Baldwin | Severance Benefit (6) | — | — | — | — | | | Continuation of Health Benefits (7) | — | — | — | — | | | Value of Accelerated Stock Awards (3) | — | — | — | 9,656,601 | | | Value of Accelerated Performance Stock Unit Awards (4) | — | — | — | — | | | Annual Bonus (5) | — | — | — | — | | | Other (8) | — | — | — | — | | Paul Cichocki | Severance Benefit (6) | 1,500,000 | — | — | 1,500,000 | | | Continuation of Health Benefits (7) | 38,245 | — | — | 38,245 | | | Value of Accelerated Stock Awards (3) | — | — | — | 7,456,430 | | | Value of Accelerated Performance Stock Unit Awards (4) | — | — | 628,105 | — | | | Annual Bonus (5) | — | — | — | — | | | Other (8) | — | — | 55,126 | — | | Jeff Desroches | Severance Benefit (6) | 1,100,000 | — | — | 1,100,000 | | | Continuation of Health Benefits (7) | 38,245 | — | — | 38,245 | | | Value of Accelerated Stock Awards (3) | — | — | — | 4,254,353 | | | Value of Accelerated Performance Stock Unit Awards (4) | — | — | 390,788 | — | | | Annual Bonus (5) | — | — | — | — | | | Other (8) | — | — | — | — | | Scott Kessler | Severance Benefit (6) | 1,100,000 | — | — | 1,100,000 | | | Continuation of Health Benefits (7) | 38,245 | — | — | 38,245 | | | Value of Accelerated Stock Awards (3) | — | — | — | 4,078,111 | | | Value of Accelerated Performance Stock Unit Awards (4) | — | — | 390,788 | — | | | Annual Bonus (5) | — | — | — | — | | | Other (8) | — | 7,923 | 172,701 | 172,701 |

  57. Employment Agreements and Potential Payments Upon Termination or Change in Control

    | (1) Such amount includes 12 months’ base salary and the executive’s target annual cash bonus, 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. Delaney's resignation for good reason as defined in the Delaney Employment Agreement. | | (2) 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. Delaney for good reason as defined in the Delaney Employment Agreement. | | (3) Includes options and shares of restricted stock. The value of unvested options was calculated by multiplying the number of shares underlying unvested options by $42.07, the closing price of our common stock on the NYSE on January 29, 2021 (the last trading day prior to January 30, 2021), and then deducting the aggregate exercise price for the options. The value of unvested shares of restricted stock was calculated by multiplying the number of shares of unvested restricted stock by $42.07. | | (4) 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 $42.07, the closing price of our common stock on the NYSE on January 29, 2021 (the last trading day prior to January 30, 2021). | | (5) No amounts are shown because the executives already were fully vested in their annual cash bonuses on January 30, 2021. | | (6) Such amount includes 24 months’ base salary, payable in substantially equal installments for 24 months after termination. | | (7) 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. | | (8) For Messrs. Cichocki and Kessler, (i) the amount in the column relating to a change in control represents the value of all unvested amounts previously contributed under the Executive Retirement Plan for such executive, all of which would vest upon a change in control, plus the tax gross-up payment that would be made upon vesting and (ii) the amount in the column relating to termination due to death or disability represents the value all unvested balances in such executive’s account under the Company’s 401(k) plan that would vest in such event. Generally, under the Company’s 401(k) plan, participants vest in amounts attributable to the Company’s matching contributions based on their years of service with the Company, with 25% vesting for each year of service and participants with four or more years of service being fully vested. Participants not otherwise fully vested, will fully vest upon a termination due to death or disability or if they remain employed by the Company at the time they reach age of 65. | | (9) As set forth above under “—Equity Awards”, subsequent to January 30, 2021, the Executive 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. |

  58. 2020 CEO Pay Ratio

    2020 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 our 2020 fiscal year:

  59. 2020 CEO Pay Ratio

    | • | The total annual compensation of our CEO was 16,157,250, as disclosed in the "Summary Compensation Table". | | • | The annual total compensation of our median employee was $11,072. | | • | The ratio of the total annual compensation of our CEO to the annual total compensation of our median employee was 1,459 to 1. |

  60. 2020 CEO Pay Ratio

    We identified the median employee for our fiscal year 2020 pay ratio using the methodology and the following material assumptions. To identify the median of the total annual compensation of our active employees as of January 30, 2021, we used total wages from our payroll records for the period from February 2, 2020 (the first day of our 2020 fiscal year) through January 30, 2021 (the last day of our 2020 fiscal year). We included any full-time, part-time, temporary or seasonal employees but excluded our CEO. We did not annualize compensation for any full-time or part-time permanent employees who were employed on January 30, 2021 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 2020 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. Neither the Executive Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

  61. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  62. Director Compensation

    Director Compensation Our non-employee Director compensation is intended to attract, retain and appropriately compensate highly qualified individuals to serve on the Board of Directors. The Board of Directors and/or the Executive Compensation Committee review our Non-Employee Director compensation policy annually. The Board of Directors is responsible for approving the compensation of our Non-Employee Directors, provided that the Executive Compensation Committee may make recommendations to the Board of Directors with respect to Non-Employee Director compensation. For fiscal year 2020, the following changes were made to our Non-Employee Director compensation, effective October 1, 2020: (i) the Board cash retainer for a non-executive chairman was set at $150,000, (ii) the Board cash retainer for non-employee directors was increased from $80,000 to $95,000, (iii) the Audit Committee Chair retainer was increased from $25,000 to $30,000, and (iv) the annual restricted stock unit grant was increased from $140,000 to $150,000. These increases to Board compensation based on the Executive Compensation Committee’s review of benchmarking data for the peer group companies and to remain competitive to the median of that established peer group. The following table sets forth information concerning the compensation of our Non-Employee Directors during fiscal year 2020. Mr. Delaney was an employee of the Company during fiscal year 2020 and, therefore did not receive compensation for his service as a director. The compensation of Mr. Delaney is fully reflected in the Summary Compensation Table.

  63. Director Compensation

    | Fiscal Year 2020 Director Compensation | | | | | Name | Fees Earned or Paid in Cash | Stock Awards (1) | Total | | Christopher J. Baldwin (2) | $99,986 | $ — | $99,986 | | Maile (Naylor) Clark | 94,231 | 139,991 | 234,221 | | Michelle Gloeckler | 95,000 | 139,991 | 234,991 | | Thomas A. Kingsbury (3) | 84,148 | 192,522 | 276,670 | | Ken Parent | 96,154 | 139,991 | 236,144 | | Christopher H. Peterson | 113,750 | 139,991 | 253,741 | | Robert Steele | 128,379 | 139,991 | 268,370 | | Judith L. Werthauser | 122,500 | 139,991 | 262,491 |

  64. Director Compensation

    | (1) Amounts set forth represent the aggregate grant date fair value of awards granted in fiscal year 2020, calculated as the closing price of our common stock on the NYSE on the grant date multiplied by the number of units granted, in accordance with ASC Topic 718. Please see "Executive Compensation-Compensation Discuss and Analysis-Tax and Accounting Considerations-Accounting for Stock-Based Compensation" for further information. All Non-Employee Directors, excluding Mr. Baldwin, had 4,053 unvested equity awards outstanding as of the end of fiscal year 2020. | | (2) Mr. Baldwin was an employee of the Company until August 2, 2020 and, therefore, only received compensation for his service as a director and non-executive chairman from August 2, 2020 through the end of fiscal year 2020. His compensation has been prorated accordingly and compensation he received as an employee of the Company is reflected in the Summary Compensation Table. | | (3) Mr. Kingsbury was appointed to the Board of Directors effective February 2, 2020 and received a prorated restricted stock unit grant of 2,560 restricted stock units that vested on the earlier of (i) the day immediately preceding the date of the annual meeting of stockholders following the date or grants and (ii) the first anniversary of the date of grant. |

  65. 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 of Directors and for service on each committee on which the Director is a member in the following amounts:

  66. Narrative Disclosure to Director Compensation Table

    | | Annual Retainer | | Board of Directors: | | | Non-Executive Chair | $150,000 | | All Non-Employee Directors | $95,000 | | Additional retainer for Lead Director | $30,000 | | Audit Committee: | | | Chair | $30,000 | | Members (other than the Chair) | $12,500 | | Executive Compensation Committee: | | | Chair | $20,000 | | Members (other than the Chair) | $10,000 | | Nominating and Corporate Governance Committee: | | | Chair | $15,000 | | Members (other than the Chair) | $7,500 |

  67. 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 prorated 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 $150,000 per year, which is made pursuant to the 2018 Plan. The annual equity award will be granted on the date of the Annual Meeting of Stockholders or on the date of such Director’s election or appointment to the Board of Directors, 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 Stockholders. Each Director may elect to defer the annual restricted stock unit grant, subject to compliance with Section 409A of the Code, and the Board of Directors may determine, in its sole discretion, that such annual equity grant be in the form of deferred stock or in shares of common stock with equivalent value on the date of grant. Each equity award will vest and become exercisable on the earlier of (i) the day immediately preceding the date Annual Meeting of Stockholders 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 of Directors through the applicable vesting date. No portion of an annual equity award that is unvested or unexerciseable at the time of a Director’s termination of service on the Board of Directors 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.