Maile Naylor
Director at BJ
Board
About Maile Naylor
Maile Naylor is an independent director of BJ’s Wholesale Club, serving since 2019 and age 51 as of May 9, 2025 . She spent 25 years in investment management analyzing global consumer discretionary companies, including as an investment officer at MFS Investment Management from September 2005 until her retirement in April 2018, with prior roles at Scudder Kemper Investments and Wellington Management . She holds a bachelor’s degree in finance from Boston University and is a CFA charterholder . Naylor currently serves on the public company boards of Leslie’s, Inc. (NASDAQ) and Laird Superfood, Inc. (NYSE American), and is on the board of advisors of the Boston Ballet; she served on the President’s Council of the Boston Children’s Museum from October 2019 to October 2022 . The board has determined she is independent and qualifies as an “Audit Committee Financial Expert” under Item 407(d)(5) of Regulation S-K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MFS Investment Management | Investment Officer | Sep 2005 – Apr 2018 | 25-year investment management experience focused on global consumer discretionary; finance expertise |
| Scudder Kemper Investments | Investment professional (prior role) | Not disclosed (prior to MFS) | Investment analysis experience |
| Wellington Management | Investment professional (prior role) | Not disclosed (prior to MFS) | Investment analysis experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Leslie’s, Inc. (NASDAQ) | Director | Current (as of 2025 Proxy) | Public company directorship; potential board-network interlock with BJ’s director Steve Ortega’s prior chairmanship at Leslie’s |
| Laird Superfood, Inc. (NYSE American) | Director | Current (as of 2025 Proxy) | Public company directorship |
| Boston Ballet | Board of Advisors Member | Current (as of 2025 Proxy) | Non-profit advisory role |
| Boston Children’s Museum | President’s Council Member | Oct 2019 – Oct 2022 | Prior non-profit advisory role |
Board Governance
- Committee memberships: Audit Committee member and Nominating & Corporate Governance Committee member .
- Independence and expertise: Determined independent under NYSE and Exchange Act standards; designated Audit Committee Financial Expert .
- Attendance: In FY2024, the board met 4 times, audit 7, compensation 5, nominating 4; each director attended at least 75% of board and applicable committee meetings .
- Annual meeting attendance: All directors then serving attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet at least twice per year, and independent directors meet privately at least once per year .
- Lead Independent Director: Steve Ortega designated January 9, 2025 (Rob Steele previously) .
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Board annual cash retainer | $100,000 | Increased from $95,000 in FY2023 |
| Audit Committee – member | $17,500 | Annual retainer for members (chair $40,000) |
| Nominating & Corporate Governance – member | $10,000 | Annual retainer for members (chair $25,000) |
| Lead Independent Director retainer | $60,000 | Increased from $50,000; reflects combined Chair/CEO roles and peer alignment |
| 2024 Director Compensation – Maile Naylor | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $127,379 |
| Stock awards (grant date fair value) | $179,954 |
| All other compensation | — |
| Total | $307,333 |
- Cash retainers are earned quarterly and paid in arrears; pro-rated for partial quarters; travel/business expenses reimbursed .
Performance Compensation
| Equity Award | Grant Value | Units Granted | Grant Date | Vesting | Change-in-Control |
|---|---|---|---|---|---|
| Annual RSU grant (non-employee director) | $180,000 target; $179,954 in FY2024 | 2,032 unvested RSUs as of FY2024 year-end | June 20, 2024 (valued at $88.56 close) | Vests on the earlier of the day before the next annual meeting or first anniversary, subject to continued service | Outstanding director equity awards accelerate and vest in full upon termination within 12 months following a change in control (as defined in 2018 Plan) |
- Deferrals: As of September 2024, directors may elect to defer RSU grants and/or cash retainers; vested RSUs convert to deferred stock units one-for-one; dividend equivalents credited as stock units .
- Performance metrics: Director equity is time-based RSUs; no performance metrics disclosed for director compensation .
Other Directorships & Interlocks
| Company | Exchange | Role | Potential Interlock/Notes |
|---|---|---|---|
| Leslie’s, Inc. | NASDAQ | Director | Board-network interlock with BJ’s director Steve Ortega (former Leslie’s chairman; BJ’s Lead Independent Director since Jan 9, 2025) |
| Laird Superfood, Inc. | NYSE American | Director | No BJ’s-related transactions disclosed |
| Boston Ballet | — | Board of Advisors | Non-profit; no related-party transactions disclosed |
| Boston Children’s Museum | — | President’s Council (prior) | Prior non-profit role; no related-party transactions disclosed |
- Related-party oversight: Audit Committee charter includes reviewing related party transactions ; no related-party transactions involving Maile Naylor are disclosed in the proxy .
Expertise & Qualifications
- Finance and investment management: 25 years covering global consumer discretionary; deep finance background .
- Audit literacy and oversight: Audit Committee member; designated Audit Committee Financial Expert .
- Governance experience: Service on other public company boards (Leslie’s, Laird Superfood) .
- Education and credentials: BS in Finance (Boston University), CFA charterholder .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Maile Naylor | 18,276 | <1% (asterisk denoted) | 16,244 common + 2,032 unvested RSUs |
- Shares outstanding: 131,660,201 as of April 4, 2025 (basis for ownership percentages) .
- Anti-hedging/anti-pledging: Policy prohibits hedging, short sales, and pledging for directors and specified employees .
- Stock ownership guidelines: Non-employee directors required to hold 5x annual cash retainer (excluding committee/lead director retainers) .
- Compliance status: Not disclosed in the proxy .
Governance Assessment
- Strengths: Independent director with Audit Committee Financial Expert designation; consistent attendance meeting at least 75% threshold; service on audit and nominating committees strengthens oversight; anti-hedging/anti-pledging policy and director ownership guidelines support alignment .
- Compensation structure signals: FY2024 increases to cash retainers (board from $95k to $100k; committee chairs and members increased) and equity grant target increased to $180k; deferral program expanded—generally aligns with peer practices and enhances flexibility, but increases guaranteed pay components modestly .
- Ownership: Direct beneficial ownership is below 1% (typical for outside directors); RSU awards and ownership guidelines provide alignment mechanisms .
- Interlocks/monitoring: Board-network interlock via Leslie’s with BJ’s Lead Independent Director Steve Ortega (former Leslie’s chairman); no related-party transactions disclosed, but investors may monitor for potential perceptions of influence or information flow across boards .
- Attendance and engagement: All directors attended the 2024 annual meeting; board and committee meeting cadence suggests active oversight .