Bob Eddy
About Bob Eddy
Bob Eddy, 52, is Chairman, President and CEO of BJ’s Wholesale Club Holdings, Inc. He joined BJ’s in 2007, became CFO in 2011, Chief Financial & Administrative Officer in 2018, was appointed CEO and director in April 2021, and elevated to Chairman in June 2023; he previously worked in PwC’s audit and business advisory practice. He holds a degree from Babson College and attended Phillips Academy Andover . During his tenure as CEO, BJ’s total shareholder return (value of an initial $100) increased to $482.70 in 2024, while Adjusted EBITDA rose from $880M (2021) to $1,091M (2024); GAAP net income reached $534M in 2024 . The Board has combined the Chair/CEO roles under Eddy with a Lead Independent Director (Steve Ortega) to strengthen oversight .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BJ’s Wholesale Club | SVP, Finance | 2007–2011 | Built finance function post-private equity era; foundation for IPO readiness . |
| BJ’s Wholesale Club | EVP & CFO | 2011–2018 | Led capital structure, investor relations; supported growth strategy . |
| BJ’s Wholesale Club | EVP, Chief Financial & Administrative Officer | 2018–Apr 2021 | Oversaw finance and administration through COVID period . |
| BJ’s Wholesale Club (Board) | Director | Apr 2021–present | Board-level strategy and risk oversight . |
| BJ’s Wholesale Club | President & CEO | Apr 2021–present | Executed membership, comp sales, EPS growth agenda; maintained profitability . |
| BJ’s Wholesale Club (Board) | Chairman | Jun 2023–present | Unified leadership; Board cites resilience through leadership transitions and macro volatility . |
| PwC | Audit & Business Advisory | Pre-2007 | Retail/CPG audit and advisory experience . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| National Retail Federation | Chairman, Board & Executive Committee; previously chaired Financial Executives Council | Current; Council Chair 2013–2017 | Industry leadership and policy voice; governance and compensation insights . |
| Dick’s Sporting Goods | Director | Since Sep 2023 | Cross-retail perspective; consumer and merchandising exposure . |
| Boston Children’s Hospital Trust | Trustee | Current | Community engagement and governance experience . |
| Babson College | College Advisory Board | Current | Talent pipeline and thought leadership . |
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 1,350,000 | 1,350,000 | No change YoY; effective rates annualized . |
| Target Annual Incentive (% of salary) | — | 175% | Raised to align with peer medians . |
| Actual Annual Incentive Payout ($) | 1,215,000 | 2,413,766 | Paid Mar 2025 . |
| CEO Pay Ratio | — | 513:1 | Median employee comp $26,507 . |
| Perquisites (personal aircraft) | — | $199,215 incremental cost | Allowance up to $200,000 per calendar year; no tax reimbursement on imputed income . |
| Company NQDC Discretionary Contribution ($) | — | 122,772 | 5% of base comp contributed to Executive NQDC Plan in 2024 . |
Performance Compensation
Annual Incentive Plan (AIP) Framework and FY2024 Results
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 70% | 976 | 1,084–1,128 | 1,196 | 1,091 | 100% on metric; with weighting . |
| Comparable Club Sales ($B) | 30% | 15.334 | 15.762–15.995 | 16.501 | 16.023 | 107% on metric; with weighting . |
| Total Payout | — | — | — | — | — | 102% (weighted) |
| Executive | AIP Target ($) | % Earned | Actual Payout ($) |
|---|---|---|---|
| Bob Eddy | 2,362,500 | 102% | 2,413,766 |
Key design: 70% Adjusted EBITDA and 30% comparable club sales; committee retains downward discretion .
Long-Term Incentives (LTI) Structure (FY2024 Grants)
| Award Type | Weight | Metric(s) | Vesting |
|---|---|---|---|
| Performance Share Units (PSUs) | 50% | 3-year cumulative adjusted EPS; plus average annual total paid member growth and tenured member renewal rate; 0–300% payout cap | Cliff vest Apr 1, 2027, subject to continued service . |
| Restricted Stock Units (RSUs) | 50% | Time-based | 1/3 on Apr 1 of 2025, 2026, 2027 . |
| Metric | 2024 Target Value ($) | Units Granted (#) | Notes |
|---|---|---|---|
| PSUs (target) | 4,749,924 | 61,969 | Based on $76.65 FMV (Apr 26, 2024) . |
| RSUs | 4,749,940 | 63,638 | Based on $74.64 FMV (Apr 1, 2024) . |
| Total Target LTI | 9,500,000 | — | Increased vs. $8,000,000 in 2023 (+18.75%) . |
PSU history and status:
- 2021 PSU promotion award paid at 200% of target; Eddy vested/earned 211,340 shares for FY2024 vesting events; 75,689 earned shares scheduled to vest ratably in FY2025 and FY2026, subject to continued employment .
- 2022 PSUs tracking at 177% of target based on FY2022–FY2024 performance; shown at actual in outstanding awards table .
- 2023 PSUs shown at target pending full 3-year performance .
- 2024 PSUs shown at maximum for disclosure purposes; final payout contingent on performance through FY2026 and service through Apr 1, 2027 .
Pay versus Performance (context)
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – $100 initial investment ($) | 205.02 | 282.31 | 339.67 | 314.38 | 482.70 |
| GAAP Net Income ($M) | 421 | 427 | 513 | 524 | 534 |
| Adjusted EBITDA ($M) | 857 | 880 | 914 | 1,088 | 1,091 |
Equity Ownership & Alignment
Beneficial Ownership (as of Apr 4, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Bob Eddy | 1,043,047 | <1% | 260,764 common; 179,169 unvested RS; 601,114 exercisable options; 2,000 for minor children . |
- Executive ownership guideline: CEO must hold equity ≥ 5x base salary (i.e., policy level); executives expected to comply within 5 years; annual certification required .
- Anti-hedging/anti-pledging: Company prohibits hedging and pledging; no NEO has engaged in hedging or pledging .
- Option overhang/in-the-money leverage: Eddy holds options: 525,000 at $17.00 (exp 6/27/2028) and 76,114 at $27.59 (exp 4/1/2029) .
- 2024 equity vesting/exercise activity: No option exercises; 268,727 shares from stock awards vested ($20,057,783 value realized); values include shares withheld for taxes .
Material Outstanding and Vesting Schedules (selected)
| Award | Quantity | Key Dates |
|---|---|---|
| RSUs (2022 grant) | 17,252 unvested as of 2/1/25 | Final third scheduled Apr 1, 2025 . |
| RSUs (2023 grant) | 35,056 unvested as of 2/1/25 | Scheduled Apr 1, 2025 and Apr 1, 2026 . |
| RSUs (2024 grant) | 63,638 unvested as of 2/1/25 | Scheduled Apr 1, 2025/2026/2027 . |
| PSUs (2021 promo) | 151,378 reflected at 200% earned; service vesting continues | Portions expected to vest FY2025 and FY2026, subject to service . |
| PSUs (2022/2023/2024) | 91,601; 52,583; 185,907 (disclosure basis) | 2022 at 177% achieved; 2023 at target; 2024 at max; Vesting Apr 1, 2027 (2024 cohort) . |
Ownership guidelines, hedging/pledging bans, and staggered vesting align interests with shareholders and mitigate undue risk-taking .
Employment Terms
Contract Economics and Restraints
| Term | Bob Eddy (CEO) |
|---|---|
| Agreement dates | Original 2011; superseding CEO agreement effective Apr 19, 2021; amended Nov 23, 2024 . |
| Non-compete / Non-solicit | 24 months / 24 months; perpetual confidentiality . |
| Severance (no cause / good reason) | 12 months base salary + target annual incentive; 12 months COBRA differential; pro-rata AIP if termination on/after July 1; full accelerated vesting of unvested stock awards and stock options; installments except lump sum if post-CIC . |
| Change-in-control (equity) | Plan-level double-trigger acceleration for awards assumed/continued; PSUs deemed at target, pro-rated to CIC date upon qualifying termination within 24 months . |
| “Good Reason” | Expanded to include removal from Chairman role or ineligibility due to bylaw/governance changes . |
| Clawback | Restatement-based recovery of excess incentive comp for 3 prior fiscal years; SEC/NYSE compliant . |
| 280G gross-ups | None; no excise tax gross-ups for CIC benefits . |
| NQDC | Eligible; company discretionary contribution made in FY2024 (5% of base comp) . |
Illustrative Potential Payments (as of Feb 1, 2025)
| Scenario | Severance Cash | Health Benefits | RS/RSU Acceleration | PSU Treatment/Value |
|---|---|---|---|---|
| Termination without cause / good reason | $3,712,500 | $23,994 | $11,484,452 | — |
| Death/Disability | — | $23,994 | $11,484,452 | $30,166,796 |
| Change in Control (no termination) | — | — | — | $17,390,133 (pro-rata at target) |
| CIC + Qualifying Termination | $3,712,500 | $23,994 | $11,484,452 | $17,390,133 |
Note: Plan-level provisions specify double-trigger vesting for awards in CIC contexts; PSUs pro-rated at target in CIC scenarios; market values assumed at $99.05 share price on 1/31/2025 .
Board Governance (Eddy’s Board Service, Roles, and Dual-Role Implications)
- Board service history: Director since 2021; Chairman since June 2023; CEO since April 2021; not independent under NYSE rules .
- Committee roles: Eddy does not serve on audit, compensation, or nominating committees; all three committees are fully independent .
- Dual-role governance: Board deliberately combined Chair/CEO roles citing unified leadership and industry/firm expertise; established Lead Independent Director (Steve Ortega) in Jan 2025 with agenda-setting and executive session authority to ensure independent oversight .
- Board independence and attendance: 9 of 10 directors are independent; all directors attended ≥75% of meetings in FY2024; executive sessions held per guidelines .
- Director compensation: Eddy, as employee-director, receives no director fees; non-employee director retains/fees enumerated in proxy .
Additional Analytical Notes (Compensation Architecture and Peer Context)
- Pay mix and at-risk orientation: For CEO, target compensation weighted ~72% to long-term equity (50% PSUs, 50% RSUs), 18% AIP, 10% base—aligns with long-term value creation .
- Performance metrics evolution: FY2024 PSU design added membership growth/retention alongside cumulative adjusted EPS; maximum total PSU payout 300% to reward growth/retention outcomes .
- Benchmarking and peer group: Exequity retained as independent consultant; peer set includes Target, Dollar General, Ross, TJX, Burlington, etc.; company targets competitive positioning near peer median; LTI sizes adjusted to remain competitive .
- Risk controls: No hedging/pledging, robust clawback, ownership guidelines, incentive caps (cash 200%, equity 300%), and balanced vesting schedules .
Investment Implications
- Alignment and incentive power: High equity mix (notably PSUs tied to adjusted EPS and membership health) and stringent ownership/hedging rules align CEO incentives with sustained EPS and member economics; TSR and EBITDA trends under Eddy support pay-for-performance narrative .
- Retention and potential supply: Multi-year RSU/PSU cliff and ratable vesting schedules (notably Apr 1, 2025/2026/2027 and Apr 1, 2027 cliff for 2024 PSUs) create periodic equity events; 2024 saw large stock vesting (268,727 shares) which may necessitate tax-withholding share sales, though Eddy executed no option exercises in 2024 .
- Governance trade-offs: Combined Chair/CEO centralizes accountability but raises independence concerns; presence of a strong Lead Independent Director and independent committees partially mitigates governance risk .
- Downside protections and change-in-control: CEO severance of 1x salary + 1x target bonus is modest; CIC equity treatment is largely double-trigger with PSUs pro-rated at target, limiting windfalls and aligning with best practices (no 280G gross-ups) .
- Red flags/comfort factors: No hedging/pledging and formal clawback reduce risk; personal aircraft use (~$199k) and CEO pay ratio (513:1) may draw attention, yet the company emphasizes at-risk pay and shareholder engagement .