Graham Luce
Executive Vice President and General Counsel at BJ
Executive
About Graham Luce
Graham N. Luce is Executive Vice President, General Counsel, and Corporate Secretary of BJ’s Wholesale Club Holdings, Inc., and was a named executive officer (NEO) for fiscal year 2024 . He entered into his employment agreement on March 22, 2023, with non-compete and non-solicit covenants, and the company amended NEO employment agreements on November 23, 2024 . Pay-for-performance is linked to company metrics: the FY2024 Annual Incentive Plan (AIP) paid out at 102% on adjusted EBITDA of $1.091B and comparable club sales of $16.023B (70%/30% weighting), and long-term incentives are split between PSUs tied to cumulative adjusted EPS and membership growth/retention and three-year cliff vesting, and RSUs vesting annually over three years . Education, age, and prior biography are not disclosed in available filings.
Past Roles
No prior roles or external biography were disclosed in the proxy/8-K filings reviewed.
External Roles
No external directorships or board roles for Mr. Luce were disclosed in the proxy/8-K filings reviewed.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $550,000 | $550,000 |
| All Other Compensation ($) | — | $65,079 |
Notes:
- FY2023 salaries were effective April 2, 2023 and annualized .
- All Other Compensation line item total for 2024 per Summary Compensation Table .
Performance Compensation
Annual Incentive Plan (AIP) – FY2024
| Metric | Weighting | Target | Actual | Achievement | Payout to Luce |
|---|---|---|---|---|---|
| Adjusted EBITDA ($B) | 70% | 1.084–1.128 | 1.091 | 100% | 102% of target earned |
| Comparable Club Sales ($B) | 30% | 15.762–15.995 | 16.023 | 107% | Cash AIP paid $393,355 (target 70% of salary = $385,000) |
Additional terms:
- Gas profit collar on EBITDA metric, no impact for FY2024 .
Long-Term Incentive Awards (FY2024 grants)
| Incentive Type | Weighting | Target Units/Value | Vesting | Performance Metrics | Maximum Payout |
|---|---|---|---|---|---|
| PSUs | 50% | 6,686 units; $512,482 grant-date fair value | Cliff vest 4/1/2027 (3-year period) | Cumulative adjusted EPS (0–200% of target) plus membership growth/retention (up to +100%) | 300% of target |
| RSUs | 50% | 6,866 shares; $512,478 grant-date fair value | 1/3 on 4/1/2025, 1/3 on 4/1/2026, 1/3 on 4/1/2027 | Time-based | N/A |
Historical PSU award result:
- 2021 PSU award paid at 200% of target for Luce (target 4,218; vested 8,436) .
Option Exercises and Stock Vested (FY2024)
| Category | Quantity | Value Realized ($) |
|---|---|---|
| Options Exercised | 7,479 | $395,442 |
| Stock Awards Vested (RS/PSU) | 17,671 shares | $1,318,963 |
Notes:
- Value realized methodology detailed in proxy; values reflect vesting/exercise dates and market price; shares may include tax withholding; vesting does not necessarily equal net selling .
Equity Ownership & Alignment
Beneficial Ownership (as of April 4, 2025)
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Graham Luce | 17,917 | <1% |
Breakdown:
- 6,306 common shares; 11,611 unvested restricted stock (subject to vesting conditions) .
Outstanding Equity Awards (as of February 1, 2025; market value at $99.05)
| Category | Units (#) | Market/Payout Value ($) |
|---|---|---|
| Unvested RS (2022 award) | 2,773 | $274,666 |
| Unvested RS (2023 award) | 4,492 | $444,933 |
| Unvested RSU (2024 award) | 6,866 | $680,077 |
| Unearned PSUs (2022 cycle) | 4,906 | $485,983 |
| Unearned PSUs (2023 cycle) | 6,737 | $667,300 |
| Unearned PSUs (2024 cycle) | 20,058 | $1,986,745 |
Ownership policies:
- Executive stock ownership guidelines require EVPs to hold equity equal to 3× annual base salary; compliance due within five years of hire/promotion (for Luce, by March 22, 2028) .
- Anti-hedging and anti-pledging policy; none of the NEOs have hedged or pledged company stock .
Deferred Compensation
| Component | Luce FY2024 |
|---|---|
| Company Contributions | $50,018 |
| Aggregate Earnings | $5,389 |
| Aggregate Balance | $55,408 |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Executed March 22, 2023; amended 11/23/2024 for NEOs (except Desroches) |
| Non-Compete | 12 months post-termination |
| Non-Solicit | 24 months post-termination |
| Confidentiality | Perpetual |
| Severance (without cause) | Continuation of base salary for 24 months; COBRA differential up to 24 months; prorated AIP for year of termination; other plan benefits per terms |
| Change-in-Control (CIC) – acceleration | Restricted stock/RSUs accelerate at CIC; PSUs deemed at target and pro-rated to CIC date |
| CIC-related values (illustrative at 1/31/2025 price $99.05) | RS/RSUs: $1,399,676; PSUs: $1,365,173; COBRA: $24,430 |
| Qualifying termination in connection with CIC | Severance benefit $1,100,000 (24 months base); PSUs pro-rated at target value $940,993; COBRA $24,430 |
| Clawback | Amended/restated policy per SEC/NYSE for 3 prior fiscal years on restatements |
Compensation Peer Group (Benchmarking Reference)
| Company | GICS Industry |
|---|---|
| Albertsons Companies, Inc. | Food Retail |
| Big Lots, Inc. | Broadline Retail |
| Burlington Stores, Inc. | Apparel Retail |
| Dick’s Sporting Goods, Inc. | Other Specialty Retail |
| Dollar General Corporation | Broadline Retail |
| Dollar Tree, Inc. | Broadline Retail |
| Foot Locker, Inc. | Apparel Retail |
| Kohl’s Corporation | Broadline Retail |
| Petco Health and Wellness Company, Inc. | Other Specialty Retail |
| Sprouts Farmers Market, Inc. | Food Retail |
| Ross Stores, Inc. | Apparel Retail |
| Target Corporation | Consumer Staples Merchandise Retail |
| The TJX Companies, Inc. | Apparel Retail |
| Williams-Sonoma, Inc. | Homefurnishing Retail |
Investment Implications
- Pay-for-performance alignment: AIP keyed to adjusted EBITDA and comparable club sales with moderate overachievement (102%); LTI split equally between PSUs with cumulative adjusted EPS plus membership goals and RSUs, capping equity incentives at 300%—this reinforces long-term value creation and retention incentives .
- Vesting and potential selling pressure: Upcoming RSU tranches vest on April 1, 2025–2027; PSUs cliff vest April 1, 2027 if earned, creating predictable supply catalysts; FY2024 exercises were modest (7,479 options, $395k value), and anti-hedging/anti-pledging policy reduces leverage-induced selling risk .
- Retention and change-in-control economics: Double-trigger CIC severance at 24 months base salary with equity acceleration at CIC and pro-rated PSUs at target; restrictive covenants (12-month non-compete, 24-month non-solicit) lower near-term attrition risk, though sizable unearned PSU value ($1.99M at FY2024 year-end) is a strong retention lever .
- Ownership alignment: Beneficial ownership of 17,917 shares and executive ownership guideline of 3× salary by March 2028 suggests ongoing accumulation/retention; no hedging/pledging and an operative clawback policy further support governance quality .
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