Laura Felice
Executive Vice President, Chief Financial Officer at BJ
Executive
About Laura Felice
Executive Vice President and Chief Financial Officer of BJ’s Wholesale Club since April 19, 2021, previously SVP, Controller (2016–2021) . A CPA, she holds a Master of Accounting and a B.S. in Finance & Accounting from Boston College . Under the current NEO team, BJ’s adjusted EBITDA rose from $880M in 2021 to $1,091M in 2024, and a hypothetical $100 TSR investment grew to $482.70 by 2024, indicating strong value creation linkage to incentive design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BJ’s Wholesale Club | EVP & CFO | 2021–Present | Oversight of finance, controls, accounting, tax, treasury, risk, audit & IR; led balance sheet transformation per company announcement |
| BJ’s Wholesale Club | SVP, Controller | 2016–2021 | Responsible for integrity of financial records |
| Clarks Americas | Finance leadership roles incl. SVP Finance | 2008–2016 | Led commercial finance for Americas distribution channels |
| PwC (Boston) | Assurance | 2003–2008 | Audit roles in retail/consumer products |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Broadstone Net Lease (NYSE: BNL) | Director; Chair Nominating & Governance; Audit Committee member | 2023–Present | Appointed Jan 2023 |
| Massachusetts Society of CPAs | Board member; Vice Chair; Finance Committee Chair | Current | Governance roles in state CPA body |
| Boston Ballet | Board of Advisors | Current | Community engagement |
| NRF Foundation | Board member | Current | Industry foundation role |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (earned) | $660,582 | $751,448 | $750,006 |
| Target Bonus % of Salary | — | 85% | 85% |
| Actual Annual Bonus Paid | $746,550 | $382,500 | $651,334 |
| All Other Compensation | $62,216 | $76,769 | $86,111 |
Notes:
- FY23 target bonus percentage and payout detail reflect 60% plan achievement on EBITDA/comparable club sales; FY24 paid at 102% achievement (see Performance Compensation) .
Performance Compensation
Annual Incentive Plan (AIP) – Metrics and Outcomes
| Year | Metric | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|---|
| 2023 | Adjusted EBITDA | 70% | $1.102B | $1.088B | 67% metric achievement |
| 2023 | Comparable club sales | 30% | $15.996B | $15.457B | 44% metric achievement |
| 2023 | Total AIP outcome | — | — | — | 60% payout |
| 2024 | Adjusted EBITDA | 70% | $1.084–$1.128B | $1.091B | 100% metric achievement |
| 2024 | Comparable club sales | 30% | $15.762–$15.995B | $16.023B | 107% metric achievement |
| 2024 | Total AIP outcome | — | — | — | 102% payout |
Policy guardrails: plan collars on gas profit; max 200% for cash incentives .
Long‑Term Incentives (structure, grants, vesting)
- Structure: 50% RSUs (time-based) + 50% PSUs (3-year performance) for FY2024; PSUs based on cumulative adjusted EPS and membership growth/retention for FY2024–FY2026; RSUs vest in 3 equal annual installments starting Apr 1, 2025 .
| Grant Year | Instrument | Grant date | Target $ Value | Units Granted | Vesting / Performance |
|---|---|---|---|---|---|
| 2022 | RS (time-based) | 4/1/2022 | $749,949 | 11,089 | 1/3 on 4/1/2023, 2024, 2025 |
| 2022 | PSUs (target) | 4/1/2022 | $749,949 | 11,089 | Cumulative adj. EPS FY2022–FY2024; service through end of period |
| 2023 | RS (time-based) | 4/1/2023 | $849,930 | 11,173 | 1/3 on 4/1/2024, 2025, 2026 |
| 2023 | PSUs (target) | 4/1/2023 | $849,930 | 11,173 | Cumulative adj. EPS FY2023–FY2025; service through end of period |
| 2024 | RSUs (time-based) | 4/1/2024 | $1,249,996 | 16,747 | 1/3 on 4/1/2025, 2026, 2027 |
| 2024 | PSUs (target) | 4/26/2024 | $1,249,932 | 16,307 | Cumulative adj. EPS & membership FY2024–FY2026; vest 4/1/2027 if earned |
Historical PSU payouts: 2021 promotion-related PSU awards paid out at 200% of target in FY2024 (Felice target 9,326; vested 18,652) .
Equity Ownership & Alignment
- Beneficial ownership (as of April 4, 2025): 218,135 shares (79,226 common; 25,770 unvested restricted stock; 113,139 exercisable options); <1% of shares outstanding .
- Executive stock ownership guidelines: EVP = 3× base salary; five-year compliance window from hire/promotion .
- Anti‑hedging/anti‑pledging: Policy prohibits hedging and pledging; company states no NEO has hedged or pledged BJ’s shares .
- Clawback: Restatement-based recovery for cash and equity incentive comp for the prior 3 completed fiscal years; applies to awards on/after Oct 2, 2023 .
Outstanding and Unvested Equity (as of Feb 1, 2025; stock at $99.05)
| Category | Detail | Quantity | Economic value/terms |
|---|---|---|---|
| Options (exercisable) | $17.00 strike; exp 6/27/2028 | 70,315 | In-the-money; exercisable |
| Options (exercisable) | $27.59 strike; exp 4/1/2029 | 20,387 | In-the-money; exercisable |
| Options (exercisable) | $25.07 strike; exp 4/1/2030 | 22,437 | In-the-money; exercisable |
| Unvested RS (FY2022) | Next vest 4/1/2025 | 3,697 | $366,188 MV at $99.05 |
| Unvested RS (FY2023) | Vests 4/1/2025 and 4/1/2026 | 7,449 | $737,823 MV |
| Unvested RSUs (FY2024) | Vests 4/1/2025, 2026, 2027 | 16,747 | $1,658,790 MV |
| Unearned PSUs (FY2022 cycle) | Performance period ended FY2024 | 19,628 | $1,944,107 MV (payout depends on certification) |
| Unearned PSUs (FY2023 cycle) | Performance period ends FY2025 | 11,173 | $1,106,686 MV |
| Unearned PSUs (FY2024 cycle) | Performance period ends FY2026 | 48,921 | $4,845,625 MV |
Insider exercises/vesting (FY2024):
- Options exercised: 19,141 shares; value realized $1,255,254 .
- Stock awards vested: 31,994 shares; value realized $2,388,032 .
Ownership pressure indicators:
- Multi-year vesting cadence (Apr 1 each year) on RS/RSUs and PSU service tails implies recurring potential sell windows near vest dates; no pledging/hedging permitted by policy .
Employment Terms
- Agreement date: May 10, 2021; CFO effective Apr 19, 2021 .
- Post-termination covenants: 12‑month non‑compete; 24‑month non‑solicit; perpetual confidentiality .
- Non‑compete scope: Competitive with membership warehouse clubs and certain warehouse stores (including Costco/Sam’s; or within 10 miles of a BJ’s club), with limited investment exceptions .
- Severance (non‑CIC, termination without cause): Salary continuation for 24 months; health benefit continuation payments up to 24 months; pro‑rata AIP for year of termination (subject to release and compliance) .
Modeled payouts (as of Feb 1, 2025)
| Scenario | Component | Amount |
|---|---|---|
| Termination without cause (or good reason, as applicable) | Severance | $1,500,000 (24 months salary) |
| Health benefits continuation | $23,994 | |
| RS/RSU acceleration (value) | $0 (table shows acceleration in death/disability and CIC contexts) | |
| PSU acceleration (value) | $0 (see death/disability and CIC below) | |
| Death/Disability | Health benefits | $23,994 |
| RS/RSU acceleration (value) | $2,762,801 | |
| PSU acceleration (value) | $3,802,927 | |
| Change in Control (no termination) | PSU acceleration (value) | $2,375,587 |
| CIC + qualifying termination (double‑trigger) | Severance | $1,500,000 |
| Health benefits | $23,994 | |
| RS/RSU acceleration (value) | $2,762,801 | |
| PSU acceleration (value) | $2,375,587 |
Governance protections:
- No “single‑trigger” cash severance or time‑based equity acceleration upon CIC .
- Clawback compliant with SEC/NYSE; no 280G excise tax gross‑ups .
Compensation Structure Analysis
- Mix and risk: Heavy equity orientation with 50% PSUs and 50% RSUs links pay to multi‑year EPS/membership goals while ensuring retention via time‑based vesting . AIP is tied to EBITDA (70%) and comparable club sales (30%) with collars and caps (200%) to limit risk‑taking .
- Trend and competitiveness: Felice’s target LTI increased from $1.7M (2023) to $2.5M (2024) to remain competitive vs peer data (Exequity), boosting performance‑linked pay share .
- Transition from options: Company has shifted from options to PSUs over time (with cash transition awards in prior years), reducing asymmetric risk and aligning outcomes with long‑term earnings trajectories .
Investment Implications
- Alignment: Significant unvested RS/RSU and PSU holdings, stock ownership expectations (3× salary), anti‑hedging/pledging, and robust clawback indicate solid alignment with long‑term shareholder value .
- Retention and turnover risk: 24 months salary severance and multiyear vesting cadence reduce near‑term departure risk; double‑trigger CIC protections balance retention and shareholder interests .
- Momentum and payouts: FY2024 AIP modestly above target (102%) on EBITDA and sales, after a below‑target FY2023 (60%); three-year PSU cycles based on cumulative adjusted EPS and membership can amplify realized pay if operating execution continues .
- Trading signals: 2024 option exercise (19,141 shares; $1.26M value) and annual April vest dates suggest periodic liquidity windows; policy bars pledging/hedging, tempering forced‑sale risks .
- External workload: One public board (BNL) plus nonprofit/industry roles; time commitments appear manageable and finance‑adjacent, potentially additive to governance perspective .
Sources
- 2025 Proxy (DEF 14A) – compensation, ownership, plans, and governance .
- 2024 Proxy (DEF 14A) – prior‑year AIP/awards context .
- 2023 Proxy (DEF 14A) – FY2022 grants and program transition disclosures .
- 8‑K and employment agreement – appointment and covenants .
- Company and BNL sites – biography, education, external roles