Bill Werner
Executive Vice President, Strategy and Development at BJ
Executive
About Bill Werner
William C. Werner, 47, is Executive Vice President, Strategy & Development at BJ’s Wholesale Club, responsible for market expansion and key strategic initiatives; he has served in this role since April 2021 and previously held senior finance and strategy roles at BJ’s after earlier work in PwC’s Deals practice. He holds a bachelor’s degree with a double major in Mathematics and Accounting from the College of the Holy Cross . Company performance context for incentive alignment: FY2024 adjusted EBITDA was $1.09B and the AIP paid out at 102% of target; the company’s Pay vs. Performance table shows a TSR value of 482.70 for the same period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BJ’s Wholesale Club | EVP, Strategy & Development | Apr 2021–present | Leads market expansion and key strategic initiatives |
| BJ’s Wholesale Club | SVP, Strategic Planning & Investor Relations | Nov 2016–Apr 2021 | Drove investor relations and long-range planning |
| BJ’s Wholesale Club | SVP, Finance | 2013–Nov 2016 | Senior finance leadership |
| BJ’s Wholesale Club | VP, Accounting & Financial Reporting | 2012–2013 | Led accounting and reporting |
| PwC (PricewaterhouseCoopers) | Director, Deals practice | 2007–2012 | M&A/transactions support |
| BJ’s Wholesale Club | Co‑brand Credit Card Program (special project) | 2021 | Led strategic evaluation; tied to a special PSU with co‑brand spend performance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company board roles disclosed in company filings for Mr. Werner |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual AIP Cash Paid ($) |
|---|---|---|---|---|
| 2024 | 575,016 | 75% | 431,250 | 440,608 |
| 2023 | 579,850 | 75% | 431,250 | 258,750 |
| 2022 | 534,007 | — | — | 596,183 |
- All Other Compensation (2024): $82,083, including 401(k) match $10,350, Executive NQDC discretionary contribution $52,292, executive life insurance $3,961, and other items $15,480 .
Performance Compensation
- AIP design: 70% adjusted EBITDA and 30% comparable club sales; payout range 0–200% of target; gas profit is collared for EBITDA calculation .
FY2024 AIP (company-level)
| Metric | Weight | Target | Actual | Achievement (%) | Resulting AIP Payout (%) |
|---|---|---|---|---|---|
| Adjusted EBITDA ($, mm) | 70% | 1,084–1,128 | 1,091 | 100 | 102 overall payout (weighted) |
| Comparable Club Sales ($, bn) | 30% | 15.762–15.995 | 16.023 | 107 | 102 overall payout (weighted) |
FY2023 AIP (company-level)
| Metric | Weight | Target | Actual | Achievement (%) | Resulting AIP Payout (%) |
|---|---|---|---|---|---|
| Adjusted EBITDA ($, mm) | 70% | 1,102 | 1,088 | 67 | 60 overall payout (weighted) |
| Comparable Club Sales ($, bn) | 30% | 15.996 | 15.457 | 44 | 60 overall payout (weighted) |
Long‑Term Incentive (LTI) mix and structure
- LTI split 50% PSUs (cumulative adjusted EPS + annual membership growth and retention over 3 years; max 300%; cliff vest after 3 years) and 50% RSUs (ratable over 3 years) .
FY2024 LTI grants for Mr. Werner
| Instrument | Grant Date | Target Units | Vesting | Performance Metrics | Max Payout |
|---|---|---|---|---|---|
| RSUs | 4/1/2024 | 8,708 | 1/3 each on Apr 1, 2025/2026/2027 | Time‑based | — |
| PSUs | 4/26/2024 | 8,480 | Cliff vest Apr 1, 2027 (subject to perf.) | 3‑yr cumulative adjusted EPS; annual membership growth/retention | 300% |
Select PSU outcomes and special awards
- 2021 PSU Promotion Award paid at 200% of target; Mr. Werner’s 8,191 target shares vested 16,382 .
- 2021 special PSU tied to co‑brand credit card spend: two tranches may vest on Sep 27, 2025 and Sep 27, 2026; scale 0–200% with floor at 90% and max at 110% of performance target; currently expensed at maximum based on performance through FY2024 .
Equity Ownership & Alignment
Beneficial ownership and components
| As of | Beneficial Shares | % Outstanding | Components (footnote) |
|---|---|---|---|
| Apr 4, 2025 | 68,937 | <1% (asterisk in filing) | 11,801 common; 14,312 unvested restricted; 42,824 exercisable options |
Outstanding options (as of FY2024 year‑end)
| Options Exercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|
| 20,000 | 17.00 | 6/27/2028 |
| 20,387 | 27.59 | 4/1/2029 |
| 22,437 | 25.07 | 4/1/2030 |
Unvested time‑based equity (as of FY2024 year‑end)
| Grant | Unvested Units | Vesting Schedule |
|---|---|---|
| 2022 Restricted Stock | 2,712 | One‑third scheduled Apr 1, 2025 |
| 2023 Restricted Stock | 5,696 | One‑third each on Apr 1, 2025 and Apr 1, 2026 |
| 2024 RSUs | 8,708 | One‑third each on Apr 1, 2025/2026/2027 |
Unearned PSUs (as of FY2024 year‑end)
| Award | Unearned PSUs (#) | Performance/Vesting | Notes |
|---|---|---|---|
| 2021 Special PSU (Co‑brand spend) | 41,392 | May vest 50% Sep 27, 2025 and 50% Sep 27, 2026 | 0–200% payout; currently expensed at max based on performance to date |
| 2022 PSU cycle | 14,394 | 3‑yr period FY2022–FY2024; settlement per plan | Earnout between target and max contemplated in valuations |
| 2023 PSU cycle | 8,544 | 3‑yr period FY2023–FY2025; service through FY2025/2026 | Targets set on cumulative EPS; target-level reflected |
| 2024 PSU cycle | 25,440 | 3‑yr period FY2024–FY2026; cliff vest Apr 1, 2027 | Metrics: cumulative EPS; membership growth/retention |
Insider selling pressure and activity
- 10b5‑1 plan: Adopted Dec 10, 2024 to sell up to 34,192 shares; plan expires Jul 15, 2025 .
- 2024 realizations: Exercised 50,315 options ($3,389,699 value realized) and 29,209 stock awards vested ($2,192,898 value realized) .
Alignment policies
- Ownership guidelines: EVP must hold equity equal to 3x base salary; compliance expected within five years of hire/promotion .
- Anti‑hedging/anti‑pledging: Hedging and pledging are prohibited; company states none of the NEOs have hedged or pledged shares .
- Clawback: SEC/NYSE‑compliant policy to recover excess incentive comp upon a material restatement .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Dated May 10, 2021 (amended Nov 23, 2024) |
| Restrictive covenants | Non‑compete 12 months; non‑solicit 24 months; perpetual confidentiality |
| Severance (without cause) | 24 months base salary continuation; COBRA differential up to 24 months; pro‑rata AIP for year of termination; subject to release/compliance |
| Change‑in‑control (double trigger) | No single‑trigger cash severance or time‑based equity acceleration; double‑trigger structure |
| CoC economics (estimates at 1/31/2025) | Severance $1,150,000; COBRA $23,944; accelerated RS/RSUs $1,695,340; accelerated PSUs $5,629,736 (PSUs pro‑rated at target upon CoC) |
| Tax gross‑ups | No Section 280G excise tax gross‑up payments |
Investment Implications
- Pay for performance balance: AIP tied 70% to adjusted EBITDA and 30% to comparable club sales; FY2024 payout modestly above target (102%) after a below‑target FY2023 (60%), indicating calibration that avoids windfalls and responds to operating results .
- Equity overhang/supply risk: Significant unearned PSUs across 2022–2024 cycles and a special co‑brand PSU expensed at maximum, with vesting dates in late 2025/2026 and Apr 2027, imply potential equity issuance and selling pressure as awards vest; the active 10b5‑1 plan (up to 34,192 shares by mid‑2025) reinforces near‑term supply risk .
- Alignment and governance: Prohibitions on hedging/pledging and 3x salary ownership guidelines for EVPs support alignment; clawback policy reduces downside governance risk; no 280G gross‑ups .
- Retention economics: Robust severance (24 months salary plus pro‑rata AIP; double‑trigger CoC vesting and sizeable acceleration values) lowers near‑term retention risk but could elevate perceived golden‑parachute optics in an M&A scenario .