Ken Parent
Director at BJ
Board
About Ken Parent
Independent director since 2011 (age 66); currently chairs the Compensation Committee. Previously President of Pilot Flying J (2014–2020), COO (2013–2014), and SVP of Operations/Marketing/HR (2001–2013); Special Advisor to the Chairman/CEO (2021–April 2023). Holds an MBA and a bachelor’s in marketing from San Diego State University; brings multi-unit operations, fuel/retail industry expertise, and compensation experience to BJ’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pilot Flying J | Special Advisor to Chairman/CEO | Jan 2021–Apr 2023 | Strategic initiatives support |
| Pilot Flying J | President | 2014–Dec 31, 2020 | Oversaw HR, technology, finance, real estate, construction; led strategic initiatives |
| Pilot Flying J | EVP & COO | 2013–2014 | Operations leadership |
| Pilot Flying J | SVP Operations/Marketing/HR | 2001–2013 | Managed store/restaurant operations, marketing, sales, transportation, supply & distribution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Westrock Coffee (NASDAQ-listed) | Vice-Chairman, Board of Directors | Current | Integrated coffee/tea provider; public company directorship |
Board Governance
- Independence: Board determined Ken is independent under NYSE rules; 9 of 10 director nominees are independent .
- Committees: Compensation Committee Chair; committee members all independent (Brown, Ortega, Peterson) .
- Attendance: In FY 2024, Board met 4x; Audit 7x; Compensation 5x; Nominating & Governance 4x. Each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Steve Ortega appointed lead independent director effective Jan 9, 2025 .
- Policies: Anti-hedging and anti-pledging policy prohibits hedging/pledging by directors; clawback policy aligned with SEC/NYSE rules .
Committee Composition Snapshot (Current)
| Committee | Members |
|---|---|
| Compensation (Chair) | Ken Parent (Chair), Darryl Brown, Steve Ortega, Chris Peterson |
| Audit | Chris Peterson (Chair), Maile Naylor, Steve Ortega, Marie Robinson, Rob Steele |
| Nominating & Corporate Governance | Darryl Brown (Chair), Dave Burwick, Michelle Gloeckler, Maile Naylor |
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Fees earned (cash) | $134,849 | Director/committee retainers earned; reflects actual FY 2024 cash paid |
| All other compensation | $874 | Private plane usage with personal components included |
| Annual equity grant (RSUs) | $179,954 | Grant date fair value; each non-employee director received $180,000 RSUs; Ken’s grant valued at $179,954 |
| Board retainer policy | $100,000 | Annual cash retainer for non-employee directors |
| Comp Committee Chair fee | $35,000 | Annual chair retainer |
Director Compensation Schedule (Policy Levels)
| Role/Fee | Amount |
|---|---|
| Board retainer | $100,000 |
| Lead director add’l retainer | $60,000 |
| Audit Chair / Member | $40,000 / $17,500 |
| Compensation Chair / Member | $35,000 / $15,000 |
| Nominating & Gov Chair / Member | $25,000 / $10,000 |
Performance Compensation
| Element | Terms | Metrics |
|---|---|---|
| Director equity (RSUs) | Annual RSU grant targeted at $180,000; granted on annual meeting date; vests on the earlier of the day immediately preceding the next annual meeting or 1-year anniversary of grant; full acceleration upon director termination within 12 months post change-in-control | No performance metrics (time-based RSUs only) |
| Unvested RSUs held (as of FY 2024 YE) | 2,032 units | Each non-employee director had 2,032 unvested RSUs as of FY 2024 year-end |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Westrock Coffee | Vice-Chairman | No related-party transactions disclosed in FY 2024; board policy requires audit committee approval and director recusal if any related-party transactions arise |
Expertise & Qualifications
- Multi-unit retail and fuel operations leadership; end-to-end operational oversight across HR, technology, finance, real estate, construction .
- Compensation and governance experience (Compensation Committee Chair) .
- Education: MBA and bachelor’s in marketing (San Diego State University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components |
|---|---|---|---|
| Ken Parent | 24,351 | <1% | 22,319 common shares; 2,032 unvested RSUs |
Director & Executive Ownership Guidelines
- Non-employee directors: Own equity ≥5x annual cash retainer within 5 years of appointment/election; annual certification required thereafter .
Anti-Hedging/Pledging
- Prohibited for directors; company policy bans hedging/monetization, short sales, options; pledging prohibited .
Governance Assessment
- Board effectiveness: Independent chair-led committees; lead independent director structure; robust meeting cadence; strong attendance .
- Pay governance: Compensation Committee chaired by Parent; uses independent consultant Exequity; committee affirmed consultant independence and absence of conflicts .
- Shareholder support (signals): Say-on-pay received strong “FOR” votes in 2024 and 2025; detailed counts below .
- Conflicts: No Item 404(a) related-party transactions in FY 2024; vendor relationships involving other directors were assessed without compromising independence; no such note for Parent .
- Alignment: Director RSU grants and stock ownership guidelines strengthen alignment; hedging/pledging prohibited; clawback policy in place .
Say-on-Pay Vote Results
| Metric | 2024 | 2025 |
|---|---|---|
| For | 115,903,906 | 113,793,417 |
| Against | 6,455,926 | 7,530,123 |
| Abstain | 114,021 | 93,839 |
| Broker Non-Votes | 4,491,639 | 4,672,249 |
Board & Committee Meetings (FY 2024)
| Body | Meetings | Attendance Note |
|---|---|---|
| Board | 4 | Each director attended ≥75% across board and committee meetings |
| Audit | 7 | |
| Compensation | 5 | |
| Nominating & Governance | 4 |
RED FLAGS
- None disclosed for Ken Parent: No related-party transactions in FY 2024; hedging/pledging prohibited; modest perquisites (plane usage) noted at $874 .