BJ'S WHOLESALE CLUB HOLDINGS, INC., DEF 14A filed on 5/4/2023
Proxy Statement (definitive)
v3.23.1
Document and Entity Information
 12 Months Ended
Dec. 31, 2022
Cover [Abstract]  
Document Type DEF 14A
Amendment Flag false
Entity Registrant Name BJ's Wholesale Club Holdings, Inc.
Entity Central Index Key 0001531152
v3.23.1
Pay vs Performance Disclosure - USD ($)
 3 Months Ended 8 Months Ended 12 Months Ended
Apr. 08, 2021
Dec. 31, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]          
Pay vs Performance [Table Text Block]    
Pay versus performance
The information below presents the relationship between the compensation of the company’s NEOs and certain performance measures in accordance with Item 402(v) of Regulation S-K (“Pay Versus Performance Table”). For a discussion of the company’s compensation programs and pay for performance philosophy, please refer to the section captioned “Compensation Discussion and Analysis,” above.
Pay Versus Performance Table
The information below presents the relationship between compensation actually paid (CAP) of the company’s NEOs and certain performance measures in accordance with Item 402(v) of Regulation S-K.
Year
(a)
Summary
Compensation
Table total for
first Principal
Executive
Officer
(“PEO”)(1)
(b)
Compensation
actually
paid to first
PEO(2)
(c)
Summary
Compensation
Table total for
second
PEO(1)
(b)
Compensation
actually paid
to second
PEO(2)
(c)
Average
Summary
Compensation
Table total for
non-PEO
NEOs(1)
(d)
Average
compensation
actually paid
to Non-PEO
NEOs(2)
(e)
Value of initial fixed $100
investment based on:
Net
income
(millions)
(h)
Adjusted EBITDA
(millions)(4)
(i)
Total
shareholder
return
(f)
Peer group
total
shareholder
return(3)
(g)
2022
 ​ ​
$ 12,249,164
 ​ ​
$ 23,888,302
 ​ ​
​ ​
​ ​
$3,548,597
 ​ ​
$6,422,497
 ​ ​
$339.68
 ​ ​
$121.44
 ​ ​
$513
 ​ ​
$ 914
2021
 ​ ​
16,340,546
 ​ ​
37,445,973
 ​ ​
$21,626,020
 ​ ​
$15,984,701
 ​ ​
3,681,469
 ​ ​
7,736,013
 ​ ​
282.32
 ​ ​
147.91
 ​ ​
427
 ​ ​
880
2020
 ​ ​
​ ​
​ ​
  16,157,250
 ​ ​
  20,079,361
 ​ ​
  4,171,404
 ​ ​
  10,557,454
 ​ ​
  205.03
 ​ ​
  140.50
 ​ ​
  421
 ​ ​
857
(1)
For 2022, the PEO is Mr. Eddy. For 2021, the first PEO is Mr. Eddy, who was appointed as president and chief executive officer on April 19, 2021. The second PEO is Mr. Delaney, who served as our PEO in 2020 and 2021 until he passed away unexpectedly on April 8, 2021. Our Non-PEO NEOs for the covered years are as follows:
2020
 ​ ​
2021
 ​ ​
2022

Bob Eddy
 ​ ​
Laura Felice
 ​ ​
Laura Felice
Paul Cichocki
 ​ ​
Paul Cichocki
 ​ ​
Paul Cichocki
Jeff Desroches
 ​ ​
Jeff Desroches
 ​ ​
Jeff Desroches
Scott Kessler
 ​ ​
Bill Werner
 ​ ​
Scott Kessler
Chris Baldwin
 ​ ​
​ ​
In 2020, Mr. Eddy served as our executive vice president, chief financial and administrative officer.
(2)
The following adjustments relating to equity awards were made to total compensation for each year to determine CAP as computed in accordance with Item 402(v) of Regulation S-K:
Year
 ​ ​
Summary Compensation
Table total
 ​ ​
Total equity award
adjustments
 ​ ​
Compensation
actually paid

First PEO (Mr. Eddy)
2022
 ​ ​
$12,249,164
 ​ ​
$11,639,138
 ​ ​
$23,888,302
2021
 ​ ​
  16,340,546
 ​ ​
  21,105,427
 ​ ​
37,445,973
Second PEO (Mr. Delaney)
2021
 ​ ​
$21,626,020
 ​ ​
 ($5,641,319)
 ​ ​
$15,984,701
2020
 ​ ​
  16,157,250
 ​ ​
   3,922,111
 ​ ​
  20,079,361
Non-PEO NEOs
2022
 ​ ​
$3,548,597
 ​ ​
$2,873,901
​ ​
$6,422,497
2021
 ​ ​
 3,681,469
 ​ ​
  4,054,544
 ​ ​
  7,736,013
2020
 ​ ​
 4,171,404
 ​ ​
  6,386,050
 ​ ​
 10,557,454
The total equity award adjustments for each applicable fiscal year are detailed below:
Year
 ​ ​
Value of equity
awards disclosed
in the Summary
Compensation
Table
 ​ ​
Year end fair value
of equity awards
granted in the year
and unvested
​ ​
Year-over-year
change in fair
value of
outstanding
and unvested
equity
awards
​ ​
Fair value as of
vesting date of
equity awards
granted and
vested in year
 ​ ​
Year-over-year
change in fair value of
equity awards
granted in
prior years
that vested in the
applicable year
 ​ ​
Fair value at the end of the prior year of equity
awards that failed to meet vesting
conditions in the year
 ​ ​
Total equity
award
adjustments
 
First PEO (Mr. Eddy)
2022
 ​ ​
($6,999,976)
 ​ ​
$10,821,343
 ​ ​
$6,335,049
 ​ ​
$0
 ​ ​
$1,482,721
 ​ ​
$0
 ​ ​
$11,639,138
2021
 ​ ​
(10,999,934)
 ​ ​
24,941,414
 ​ ​
5,936,479
 ​ ​
0
 ​ ​
  1,227,469
 ​ ​
0
 ​ ​
 21,105,427
Second PEO (Mr. Delaney)
2021
 ​ ​
($21,275,695)
 ​ ​
$16,241,023
​ ​
$0
​ ​
$7,367,893
​ ​
$518,726
​ ​
($8,493,266)
 ​ ​
($5,641,319)
2020
 ​ ​
 (10,999,950)
 ​ ​
 10,724,526
 ​ ​
3,187,226
 ​ ​
0
 ​ ​
1,010,308
 ​ ​
0
 ​ ​
   3,922,111
Non-PEO NEOs
2022
 ​ ​
($1,699,914)
 ​ ​
$2,627,917
​ ​
$1,295,559
​ ​
$0
​ ​
$650,339
​ ​
$0
​ ​
$2,873,901
2021
 ​ ​
 (1,924,914)
 ​ ​
 3,287,209
 ​ ​
 2,435,962
 ​ ​
0
 ​ ​
  256,287
 ​ ​
0
 ​ ​
  4,054,544
2020
 ​ ​
 (2,091,112)
 ​ ​
 3,824,892
 ​ ​
3,434,367
 ​ ​
0
 ​ ​
1,217,903
 ​ ​
0
 ​ ​
  6,386,050
The valuation methodologies used to calculate fair values for each measurement date do not materially differ from those used at the time of grant of each respective award.
(3)
Represents total shareholder return for the S&P 500 Retail Index.
(4)
Represents adjusted EBITDA, which is defined in the Compensation Discussion and Analysis section of this Proxy Statement.
   
Company Selected Measure Name     Adjusted EBITDA    
Named Executive Officers, Footnote [Text Block]    
(1)
For 2022, the PEO is Mr. Eddy. For 2021, the first PEO is Mr. Eddy, who was appointed as president and chief executive officer on April 19, 2021. The second PEO is Mr. Delaney, who served as our PEO in 2020 and 2021 until he passed away unexpectedly on April 8, 2021. Our Non-PEO NEOs for the covered years are as follows:
2020
 ​ ​
2021
 ​ ​
2022

Bob Eddy
 ​ ​
Laura Felice
 ​ ​
Laura Felice
Paul Cichocki
 ​ ​
Paul Cichocki
 ​ ​
Paul Cichocki
Jeff Desroches
 ​ ​
Jeff Desroches
 ​ ​
Jeff Desroches
Scott Kessler
 ​ ​
Bill Werner
 ​ ​
Scott Kessler
Chris Baldwin
 ​ ​
​ ​
In 2020, Mr. Eddy served as our executive vice president, chief financial and administrative officer.
    
Peer Group Issuers, Footnote [Text Block]    
(3)
Represents total shareholder return for the S&P 500 Retail Index.
   
Adjustment To PEO Compensation, Footnote [Text Block]    
(2)
The following adjustments relating to equity awards were made to total compensation for each year to determine CAP as computed in accordance with Item 402(v) of Regulation S-K:
Year
 ​ ​
Summary Compensation
Table total
 ​ ​
Total equity award
adjustments
 ​ ​
Compensation
actually paid

First PEO (Mr. Eddy)
2022
 ​ ​
$12,249,164
 ​ ​
$11,639,138
 ​ ​
$23,888,302
2021
 ​ ​
  16,340,546
 ​ ​
  21,105,427
 ​ ​
37,445,973
Second PEO (Mr. Delaney)
2021
 ​ ​
$21,626,020
 ​ ​
 ($5,641,319)
 ​ ​
$15,984,701
2020
 ​ ​
  16,157,250
 ​ ​
   3,922,111
 ​ ​
  20,079,361
Non-PEO NEOs
2022
 ​ ​
$3,548,597
 ​ ​
$2,873,901
​ ​
$6,422,497
2021
 ​ ​
 3,681,469
 ​ ​
  4,054,544
 ​ ​
  7,736,013
2020
 ​ ​
 4,171,404
 ​ ​
  6,386,050
 ​ ​
 10,557,454
The total equity award adjustments for each applicable fiscal year are detailed below:
Year
 ​ ​
Value of equity
awards disclosed
in the Summary
Compensation
Table
 ​ ​
Year end fair value
of equity awards
granted in the year
and unvested
​ ​
Year-over-year
change in fair
value of
outstanding
and unvested
equity
awards
​ ​
Fair value as of
vesting date of
equity awards
granted and
vested in year
 ​ ​
Year-over-year
change in fair value of
equity awards
granted in
prior years
that vested in the
applicable year
 ​ ​
Fair value at the end of the prior year of equity
awards that failed to meet vesting
conditions in the year
 ​ ​
Total equity
award
adjustments
 
First PEO (Mr. Eddy)
2022
 ​ ​
($6,999,976)
 ​ ​
$10,821,343
 ​ ​
$6,335,049
 ​ ​
$0
 ​ ​
$1,482,721
 ​ ​
$0
 ​ ​
$11,639,138
2021
 ​ ​
(10,999,934)
 ​ ​
24,941,414
 ​ ​
5,936,479
 ​ ​
0
 ​ ​
  1,227,469
 ​ ​
0
 ​ ​
 21,105,427
Second PEO (Mr. Delaney)
2021
 ​ ​
($21,275,695)
 ​ ​
$16,241,023
​ ​
$0
​ ​
$7,367,893
​ ​
$518,726
​ ​
($8,493,266)
 ​ ​
($5,641,319)
2020
 ​ ​
 (10,999,950)
 ​ ​
 10,724,526
 ​ ​
3,187,226
 ​ ​
0
 ​ ​
1,010,308
 ​ ​
0
 ​ ​
   3,922,111
Non-PEO NEOs
2022
 ​ ​
($1,699,914)
 ​ ​
$2,627,917
​ ​
$1,295,559
​ ​
$0
​ ​
$650,339
​ ​
$0
​ ​
$2,873,901
2021
 ​ ​
 (1,924,914)
 ​ ​
 3,287,209
 ​ ​
 2,435,962
 ​ ​
0
 ​ ​
  256,287
 ​ ​
0
 ​ ​
  4,054,544
2020
 ​ ​
 (2,091,112)
 ​ ​
 3,824,892
 ​ ​
3,434,367
 ​ ​
0
 ​ ​
1,217,903
 ​ ​
0
 ​ ​
  6,386,050
The valuation methodologies used to calculate fair values for each measurement date do not materially differ from those used at the time of grant of each respective award.
    
Non-PEO NEO Average Total Compensation Amount     $ 3,548,597 $ 3,681,469 $ 4,171,404
Non-PEO NEO Average Compensation Actually Paid Amount     $ 6,422,497 7,736,013 10,557,454
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]    
(2)
The following adjustments relating to equity awards were made to total compensation for each year to determine CAP as computed in accordance with Item 402(v) of Regulation S-K:
Year
 ​ ​
Summary Compensation
Table total
 ​ ​
Total equity award
adjustments
 ​ ​
Compensation
actually paid

First PEO (Mr. Eddy)
2022
 ​ ​
$12,249,164
 ​ ​
$11,639,138
 ​ ​
$23,888,302
2021
 ​ ​
  16,340,546
 ​ ​
  21,105,427
 ​ ​
37,445,973
Second PEO (Mr. Delaney)
2021
 ​ ​
$21,626,020
 ​ ​
 ($5,641,319)
 ​ ​
$15,984,701
2020
 ​ ​
  16,157,250
 ​ ​
   3,922,111
 ​ ​
  20,079,361
Non-PEO NEOs
2022
 ​ ​
$3,548,597
 ​ ​
$2,873,901
​ ​
$6,422,497
2021
 ​ ​
 3,681,469
 ​ ​
  4,054,544
 ​ ​
  7,736,013
2020
 ​ ​
 4,171,404
 ​ ​
  6,386,050
 ​ ​
 10,557,454
The total equity award adjustments for each applicable fiscal year are detailed below:
Year
 ​ ​
Value of equity
awards disclosed
in the Summary
Compensation
Table
 ​ ​
Year end fair value
of equity awards
granted in the year
and unvested
​ ​
Year-over-year
change in fair
value of
outstanding
and unvested
equity
awards
​ ​
Fair value as of
vesting date of
equity awards
granted and
vested in year
 ​ ​
Year-over-year
change in fair value of
equity awards
granted in
prior years
that vested in the
applicable year
 ​ ​
Fair value at the end of the prior year of equity
awards that failed to meet vesting
conditions in the year
 ​ ​
Total equity
award
adjustments
 
First PEO (Mr. Eddy)
2022
 ​ ​
($6,999,976)
 ​ ​
$10,821,343
 ​ ​
$6,335,049
 ​ ​
$0
 ​ ​
$1,482,721
 ​ ​
$0
 ​ ​
$11,639,138
2021
 ​ ​
(10,999,934)
 ​ ​
24,941,414
 ​ ​
5,936,479
 ​ ​
0
 ​ ​
  1,227,469
 ​ ​
0
 ​ ​
 21,105,427
Second PEO (Mr. Delaney)
2021
 ​ ​
($21,275,695)
 ​ ​
$16,241,023
​ ​
$0
​ ​
$7,367,893
​ ​
$518,726
​ ​
($8,493,266)
 ​ ​
($5,641,319)
2020
 ​ ​
 (10,999,950)
 ​ ​
 10,724,526
 ​ ​
3,187,226
 ​ ​
0
 ​ ​
1,010,308
 ​ ​
0
 ​ ​
   3,922,111
Non-PEO NEOs
2022
 ​ ​
($1,699,914)
 ​ ​
$2,627,917
​ ​
$1,295,559
​ ​
$0
​ ​
$650,339
​ ​
$0
​ ​
$2,873,901
2021
 ​ ​
 (1,924,914)
 ​ ​
 3,287,209
 ​ ​
 2,435,962
 ​ ​
0
 ​ ​
  256,287
 ​ ​
0
 ​ ​
  4,054,544
2020
 ​ ​
 (2,091,112)
 ​ ​
 3,824,892
 ​ ​
3,434,367
 ​ ​
0
 ​ ​
1,217,903
 ​ ​
0
 ​ ​
  6,386,050
The valuation methodologies used to calculate fair values for each measurement date do not materially differ from those used at the time of grant of each respective award.
    
Compensation Actually Paid vs. Total Shareholder Return [Text Block]    
Relationship between compensation actually paid and financial performance
In accordance with Item 402(v) of Regulation S-K, the following graphs illustrate the relationship between the amounts disclosed in the Pay Versus Performance Table, above, as CAP to Total Shareholder Return, Peer Group Total Shareholder Return, GAAP Net Income and Adjusted EBITDA.
graphic
 
    
Compensation Actually Paid vs. Net Income [Text Block]    
Relationship between compensation actually paid and financial performance
In accordance with Item 402(v) of Regulation S-K, the following graphs illustrate the relationship between the amounts disclosed in the Pay Versus Performance Table, above, as CAP to Total Shareholder Return, Peer Group Total Shareholder Return, GAAP Net Income and Adjusted EBITDA.
graphic
    
Compensation Actually Paid vs. Company Selected Measure [Text Block]    
Relationship between compensation actually paid and financial performance
In accordance with Item 402(v) of Regulation S-K, the following graphs illustrate the relationship between the amounts disclosed in the Pay Versus Performance Table, above, as CAP to Total Shareholder Return, Peer Group Total Shareholder Return, GAAP Net Income and Adjusted EBITDA.
graphic
    
Total Shareholder Return Vs Peer Group [Text Block]    
Relationship between compensation actually paid and financial performance
In accordance with Item 402(v) of Regulation S-K, the following graphs illustrate the relationship between the amounts disclosed in the Pay Versus Performance Table, above, as CAP to Total Shareholder Return, Peer Group Total Shareholder Return, GAAP Net Income and Adjusted EBITDA.
graphic
 
    
Tabular List [Table Text Block]    
Tabular list of performance measures
The following table lists the financial performance measures that the company considers to be the most important financial performance measures used by the company to link compensation actually paid to its NEOs for the most recently completed fiscal year to performance of the company.
Adjusted EBITDA
Comparable club sales
Adjusted EPS
   
Total Shareholder Return Amount     $ 339.68 282.32 205.03
Peer Group Total Shareholder Return Amount     121.44 147.91 140.5
Net Income (Loss)     $ 513,000,000 $ 427,000,000 $ 421,000,000
Company Selected Measure Amount     914,000,000 880,000,000 857,000,000
PEO Name Mr. Delaney Mr. Eddy Mr. Eddy   Mr. Delaney
Measure [Axis]: 1          
Pay vs Performance Disclosure [Table]          
Measure Name     Adjusted EBITDA    
Measure [Axis]: 2          
Pay vs Performance Disclosure [Table]          
Measure Name     Comparable club sales    
Measure [Axis]: 3          
Pay vs Performance Disclosure [Table]          
Measure Name     Adjusted EPS    
Mr. Eddy [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount     $ 12,249,164 $ 16,340,546  
PEO Actually Paid Compensation Amount     23,888,302 37,445,973  
Mr. Delaney [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount       21,626,020 $ 16,157,250
PEO Actually Paid Compensation Amount       15,984,701 20,079,361
PEO [Member] | Mr. Eddy [Member] | Total Equity Award Adjustments [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     11,639,138 21,105,427  
PEO [Member] | Mr. Eddy [Member] | Value of Equity Awards Disclosed in the Summary Compensation Table [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (6,999,976) (10,999,934)  
PEO [Member] | Mr. Eddy [Member] | Year End Fair Value of Equity Awards Granted in the Year and Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     10,821,343 24,941,414  
PEO [Member] | Mr. Eddy [Member] | Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     6,335,049 5,936,479  
PEO [Member] | Mr. Eddy [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0 0  
PEO [Member] | Mr. Eddy [Member] | Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Applicable Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     1,482,721 1,227,469  
PEO [Member] | Mr. Eddy [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0 0  
PEO [Member] | Mr. Delaney [Member] | Total Equity Award Adjustments [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       (5,641,319) 3,922,111
PEO [Member] | Mr. Delaney [Member] | Value of Equity Awards Disclosed in the Summary Compensation Table [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       (21,275,695) (10,999,950)
PEO [Member] | Mr. Delaney [Member] | Year End Fair Value of Equity Awards Granted in the Year and Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       16,241,023 10,724,526
PEO [Member] | Mr. Delaney [Member] | Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       0 3,187,226
PEO [Member] | Mr. Delaney [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       7,367,893 0
PEO [Member] | Mr. Delaney [Member] | Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Applicable Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       518,726 1,010,308
PEO [Member] | Mr. Delaney [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       (8,493,266) 0
Non-PEO NEO [Member] | Total Equity Award Adjustments [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     2,873,901 4,054,544 6,386,050
Non-PEO NEO [Member] | Value of Equity Awards Disclosed in the Summary Compensation Table [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (1,699,914) (1,924,914) (2,091,112)
Non-PEO NEO [Member] | Year End Fair Value of Equity Awards Granted in the Year and Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     2,627,917 3,287,209 3,824,892
Non-PEO NEO [Member] | Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     1,295,559 2,435,962 3,434,367
Non-PEO NEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0 0 0
Non-PEO NEO [Member] | Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Applicable Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     650,339 256,287 1,217,903
Non-PEO NEO [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     $ 0 $ 0 $ 0