BJ'S WHOLESALE CLUB HOLDINGS, INC., DEF 14A filed on 5/9/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Feb. 01, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name BJ’s Wholesale Club Holdings, Inc.
Entity Central Index Key 0001531152
v3.25.1
Pay vs Performance Disclosure - USD ($)
2 Months Ended 9 Months Ended 12 Months Ended
Apr. 08, 2021
Jan. 29, 2022
Feb. 01, 2025
Feb. 03, 2024
Jan. 28, 2023
Jan. 29, 2022
Jan. 30, 2021
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
Pay versus performance
The information below presents the relationship between the compensation of the company’s named executive officer and certain performance measures in accordance with Item 402(v) of Regulation S-K (“Pay Versus Performance Table”). For a discussion of the company’s compensation programs and pay for performance philosophy, please refer to the section captioned “Compensation Discussion and Analysis,” above.
Pay Versus Performance Table
The information below presents the relationship between compensation actually paid (“CAP”) of the company’s NEOs and certain performance measures in accordance with Item 402(v) of Regulation S-K.
Year
(a)
Summary
Compensation
Table total for
first Principal
Executive
Officer
(“PEO”)
($)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)
2024
13,608,152
39,628,190
3,160,495
7,723,158
482.70
227.91
534
1,091
2023
10,858,552
6,059,860
3,021,845
2,293,990
314.38
174.14
524
1,088
2022
12,249,164
23,888,302
3,548,597
6,422,497
339.67
123.99
513
914
2021
16,340,546
37,445,973
21,626,020
15,984,701
3,681,469
7,736,013
282.31
149.72
427
880
2020
 
 
16,157,250
20,079,361
4,171,404
10,557,454
205.02
141.39
421
857
(1)
For 2024, 2023, and 2022, the PEO is Mr. Eddy. For 2021, the first PEO is Mr. Eddy, who was appointed as president and chief executive officer on April 19, 2021. The second PEO is Mr. Delaney, who served as our PEO in 2020 and 2021 until he passed away unexpectedly on April 8, 2021. Our non-PEO NEOs for the covered years are as follows:
2020
2021
2022
2023
2024
Bob Eddy
Laura Felice
Laura Felice
Laura Felice
Laura Felice
Paul Cichocki
Paul Cichocki
Paul Cichocki
Paul Cichocki
Paul Cichocki
Jeff Desroches
Jeff Desroches
Jeff Desroches
Jeff Desroches
Jeff Desroches
Scott Kessler
Bill Werner
Scott Kessler
Bill Werner
Bill Werner
Chris Baldwin
 
 
 
Graham Luce
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
($)
First PEO (Mr. Eddy)
2024
13,608,152
26,020,038
39,628,190
Non-PEO NEOs
2024
3,160,495
4,562,662
7,723,158
The total equity award adjustments for each applicable fiscal year are detailed below:
Year
Value of equity
awards
disclosed
in the Summary Compensation
Table
($)
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)
2024
(9,499,864)
20,604,975
12,260,841
0
2,654,085
0
26,020,038
Non-PEO NEOs
2024
(1,864,940)
4,044,984
1,974,652
0
407,966
0
4,562,662
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    
(1)
For 2024, 2023, and 2022, the PEO is Mr. Eddy. For 2021, the first PEO is Mr. Eddy, who was appointed as president and chief executive officer on April 19, 2021. The second PEO is Mr. Delaney, who served as our PEO in 2020 and 2021 until he passed away unexpectedly on April 8, 2021. Our non-PEO NEOs for the covered years are as follows:
2020
2021
2022
2023
2024
Bob Eddy
Laura Felice
Laura Felice
Laura Felice
Laura Felice
Paul Cichocki
Paul Cichocki
Paul Cichocki
Paul Cichocki
Paul Cichocki
Jeff Desroches
Jeff Desroches
Jeff Desroches
Jeff Desroches
Jeff Desroches
Scott Kessler
Bill Werner
Scott Kessler
Bill Werner
Bill Werner
Chris Baldwin
 
 
 
Graham Luce
In 2020, Mr. Eddy served as our executive vice president, chief financial and administrative officer.
       
Peer Group Issuers, Footnote    
(3)
Represents total shareholder return for the S&P 500 Retail Index.
       
Adjustment To PEO Compensation, Footnote    
(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
($)
First PEO (Mr. Eddy)
2024
13,608,152
26,020,038
39,628,190
Non-PEO NEOs
2024
3,160,495
4,562,662
7,723,158
The total equity award adjustments for each applicable fiscal year are detailed below:
Year
Value of equity
awards
disclosed
in the Summary Compensation
Table
($)
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)
2024
(9,499,864)
20,604,975
12,260,841
0
2,654,085
0
26,020,038
Non-PEO NEOs
2024
(1,864,940)
4,044,984
1,974,652
0
407,966
0
4,562,662
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     $ 3,160,495 $ 3,021,845 $ 3,548,597 $ 3,681,469 $ 4,171,404
Non-PEO NEO Average Compensation Actually Paid Amount     $ 7,723,158 2,293,990 6,422,497 7,736,013 10,557,454
Adjustment to Non-PEO NEO Compensation Footnote    
(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
($)
First PEO (Mr. Eddy)
2024
13,608,152
26,020,038
39,628,190
Non-PEO NEOs
2024
3,160,495
4,562,662
7,723,158
The total equity award adjustments for each applicable fiscal year are detailed below:
Year
Value of equity
awards
disclosed
in the Summary Compensation
Table
($)
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)
2024
(9,499,864)
20,604,975
12,260,841
0
2,654,085
0
26,020,038
Non-PEO NEOs
2024
(1,864,940)
4,044,984
1,974,652
0
407,966
0
4,562,662
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            
Compensation Actually Paid vs. Net Income            
Compensation Actually Paid vs. Company Selected Measure            
Total Shareholder Return Vs Peer Group            
Tabular List, Table    
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     $ 482.7 314.38 339.67 282.31 205.02
Peer Group Total Shareholder Return Amount     227.91 174.14 123.99 149.72 141.39
Net Income (Loss)     $ 534,000,000 $ 524,000,000 $ 513,000,000 $ 427,000,000 $ 421,000,000
Company Selected Measure Amount     1,091,000,000 1,088,000,000 914,000,000 880,000,000 857,000,000
PEO Name Mr. Delaney Mr. Eddy Mr. Eddy Mr. Eddy Mr. Eddy   Mr. Delaney
Equity Awards Adjustments, Footnote    
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)
2024
(9,499,864)
20,604,975
12,260,841
0
2,654,085
0
26,020,038
Non-PEO NEOs
2024
(1,864,940)
4,044,984
1,974,652
0
407,966
0
4,562,662
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.
       
Measure:: 1              
Pay vs Performance Disclosure              
Name     Adjusted EBITDA        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Comparable club sales        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Adjusted EPS        
Mr. Eddy [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 13,608,152 $ 10,858,552 $ 12,249,164 $ 16,340,546  
PEO Actually Paid Compensation Amount     39,628,190 6,059,860 23,888,302 37,445,973  
Mr. Delaney [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     0 0 0 21,626,020 $ 16,157,250
PEO Actually Paid Compensation Amount     0 $ 0 $ 0 $ 15,984,701 $ 20,079,361
PEO | Mr. Eddy [Member] | Equity Awards Adjustments              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     26,020,038        
PEO | Mr. Eddy [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (9,499,864)        
PEO | Mr. Eddy [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     20,604,975        
PEO | Mr. Eddy [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     12,260,841        
PEO | Mr. Eddy [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Mr. Eddy [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     2,654,085        
PEO | Mr. Eddy [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Equity Awards Adjustments              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     4,562,662        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,864,940)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     4,044,984        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     1,974,652        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     407,966        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 0        
v3.25.1
Award Timing Disclosure
12 Months Ended
Feb. 01, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Timing of awards
The compensation committee has not granted, nor does it intend to grant, equity awards in anticipation of the release of material, nonpublic information. Similarly, the company has not timed, nor does it intend to time, the release of material, nonpublic information based on equity award grant date.
Award Timing MNPI Considered true
Award Timing, How MNPI Considered
The compensation committee has not granted, nor does it intend to grant, equity awards in anticipation of the release of material, nonpublic information. Similarly, the company has not timed, nor does it intend to time, the release of material, nonpublic information based on equity award grant date.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Feb. 01, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true