Chris Peterson

About Chris Peterson

Chris Peterson is an independent director of BJ’s Wholesale Club Holdings, Inc., age 58, serving since 2018; he is Chair of the Audit Committee and a member of the Compensation Committee . Peterson is President and Chief Executive Officer and a board director at Newell Brands, Inc. (NASDAQ), with prior senior roles including CFO and President, Business Operations at Newell, COO (Operations) at Revlon (Apr 2017–Jul 2018), CFO then President, Global Brands at Ralph Lauren (2012–May 2016), and 20 years at Procter & Gamble culminating as VP & CFO, Global Household Care; he holds a BS from Cornell University in operations research and industrial engineering . The board has affirmed his independence under NYSE rules, including a vendor relationship with Newell that was immaterial (BJ’s payments <1% of Newell net sales; no direct or indirect material interest by Peterson) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Newell Brands, Inc.	President & CEO; Director	CEO since May 2023; prior President & CFO and President, Business Operations	Consumer products finance/operations leadership; investor relations and executive compensation experience
Revlon, Inc.	Chief Operating Officer, Operations	Apr 2017–Jul 2018	Led global supply chain, finance, and IT functions
Ralph Lauren	SVP & CFO; later President, Global Brands	2012–May 2016	Global brand and corporate finance leadership
Procter & Gamble	Various roles; VP & CFO, Global Household Care	~20 years	Consumer packaged goods finance leadership

External Roles

Organization	Role	Public Company?	Notes
Newell Brands, Inc.	President & CEO; Director	Yes (NASDAQ)	BJ’s purchases from Newell on arm’s‑length terms; payments <1% of Newell net sales; board determined Peterson remains independent

Board Governance

Committee assignments: Audit Committee Chair; Compensation Committee member .
Audit Committee responsibilities include oversight of accounting/financial reporting, disclosure controls and ICFR, auditor independence/engagement, internal audit, cybersecurity risk management, succession planning risk oversight, and related party review; all members are independent and financially literate; Peterson is an “Audit Committee Financial Expert” .
Compensation Committee (all independent) oversees CEO and executive compensation, employment/SEVERANCE/CIC arrangements, director pay recommendations, incentive/equity plans, consultant selection/independence, Say‑on‑Pay feedback, clawback policy consideration, and risk assessment of compensation programs .
Meetings and attendance: FY2024—Board 4x; Audit 7x; Compensation 5x; Nominating 4x; each director attended at least 75% of applicable meetings; all directors then serving attended the 2024 annual meeting .
Executive sessions: Non‑management sessions at least twice per year and independent‑only sessions at least once per year per governance guidelines .
Anti‑hedging/pledging policy applies to directors; prohibits hedging, short sales, and pledging of company securities .

Fixed Compensation

Component	FY2024 Policy	Notes
Board cash retainer	$100,000	Increased from $95,000 in FY2023
Lead director retainer	$60,000	Increased from $50,000 due to combined chair/CEO roles and peer alignment
Audit Committee Chair	$40,000	Increased from $30,000
Audit Committee member	$17,500	Increased from $12,500
Compensation Committee Chair	$35,000	Increased from $25,000
Compensation Committee member	$15,000	Increased from $10,000
Nominating & Governance Chair	$25,000	Increased from $18,000
Nominating & Governance member	$10,000	Increased from $8,000

Chris Peterson – FY2024 Director Compensation	Amount ($)
Fees earned or paid in cash	154,799
Stock awards (RSUs) – grant date fair value	179,954
All other compensation	—
Total	334,753

RSU annual grant fair value target: $180,000; granted on annual meeting date (or appointment date), prorated as applicable; vests on the earlier of the day before the first annual meeting following grant or first anniversary, subject to continued board service; unvested awards do not vest post‑termination; CIC acceleration if terminated upon/within 12 months of a change‑in‑control .
Deferral program: Since Sep 2024, non‑employee directors may defer RSU grants and/or cash retainers; vested RSUs convert to DSUs 1:1 and accrue dividend equivalents as stock units; election required before the preceding calendar year .

Performance Compensation

Item	FY2024
Performance metrics tied to director compensation	None; director equity grants are time‑based RSUs contingent on continued service
Vesting schedule (RSUs)	Vests by next annual meeting or first anniversary, earlier of the two
Change‑in‑control treatment	Full acceleration if director is terminated upon or within 12 months post‑CIC (double trigger)
Clawback policy	Company maintains a clawback for executive incentives; not specified for director equity

Other Directorships & Interlocks

Company	Relationship to BJ’s	Interlock/Conflict Assessment
Newell Brands, Inc. (Peterson is CEO & Director)	Vendor to BJ’s, purchases on arm’s‑length terms	Board reviewed and determined Peterson remains independent; BJ’s payments <1% of Newell net sales; Peterson had no direct/indirect material interest in sales to BJ’s

Compensation Committee interlocks: During FY2024 the Compensation Committee comprised Brown, Ortega, Parent, Peterson; none of BJ’s executive officers served on the board or compensation committee of an entity whose executive officers served on BJ’s board or Compensation Committee (no interlocks) .

Expertise & Qualifications

Finance and operations leadership across CPG and retail; current public company CEO experience .
Audit Committee Financial Expert designation; deep investor relations and executive compensation experience .
Technical background in operations research/industrial engineering (Cornell) .
Multi‑unit retail and supply chain oversight experience from roles at Revlon, Ralph Lauren, and P&G .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Breakdown
Chris Peterson	22,463	<1%	20,431 common shares; 2,032 unvested RSUs

Shares outstanding basis for % computation: 131,660,201 common shares outstanding as of April 4, 2025 .
Director stock ownership guideline: 5x annual cash retainer (excluding committee/lead director retainers); compliance expected within five years of election/appointment; annual certification thereafter .
Anti‑hedging/anti‑pledging: Directors prohibited from hedging or pledging company securities .

Governance Assessment

Strengths:
- Independent director with Audit Chair role; designated Audit Committee Financial Expert, enhancing oversight of financial reporting and controls .
- Robust committee independence and governance practices (clawback policy, anti‑hedging/pledging, executive sessions, annual evaluations) supporting board effectiveness .
- Strong attendance and engagement (each director ≥75% of meetings; all attended 2024 annual meeting) .
- Ownership alignment via RSU grants and director ownership guidelines (5x retainer) .
RED FLAGS / Watch‑items:
- Vendor linkage: Peterson’s leadership at Newell (a BJ’s vendor) poses a potential related‑party exposure; board reviewed and found immaterial (<1% of Newell net sales) and affirmed independence—continue monitoring for volume changes or terms shifts .
- Pay structure increases: FY2024 raises to director and committee retainers and RSU grant value (to $180k) reflect peer alignment and role changes; investors should monitor aggregate board compensation growth versus performance and duties .
Audit oversight signal: Audit Committee report signed by Peterson as Chair recommending inclusion of audited FY2024 financials in BJ’s 10‑K—supports investor confidence in financial oversight .