Marie Robinson
BJ's Wholesale Club HoldingsAbout Marie Robinson
Independent director since 2023; age 57 as of May 9, 2025. Robinson serves on BJ’s Audit Committee and brings 30+ years of retail operations and supply chain leadership across Sysco, Capri Holdings/Michael Kors, Toys “R” Us, A&P, Smart & Final, and Walmart; she holds a BA in Communications (University of Alabama) and an MS in Leadership & Organizational Studies (Azusa Pacific University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sysco | EVP & Chief Supply Chain Officer | Mar 2020 – Sep 2023 | Led global supply chain |
| Capri Holdings (Michael Kors parent) | SVP, Chief Operations & Transformation Officer | Dates not disclosed | Operations/transformation leadership |
| Michael Kors Holdings | SVP, Corporate Strategy & COO | May 2014 – Dec 2018 | Corporate strategy & operations |
| Toys “R” Us | SVP, Chief Logistics Officer | Apr 2012 – Apr 2014 | Logistics leadership |
| A&P (Great Atlantic & Pacific Tea Co.) | SVP, Supply, Logistics & Customer Experience | Dec 2010 – Mar 2012 | Supply/logistics/customer experience |
| Smart & Final Stores | SVP, Supply Chain | Jul 2005 – Nov 2010 | Supply chain |
| Toys “R” Us | Regional Director | Jul 2003 – Jun 2005 | Regional operations |
| Walmart | Regional VP, Logistics | Jan 1993 – Apr 2003 | Logistics |
| U.S. Army | Logistics Officer | Early career | Leadership foundation |
External Roles
| Organization | Role | Public/Private | Tenure | Committees/Notes |
|---|---|---|---|---|
| Lazer Logistics | Independent Director | Private (EQT portfolio) | Current | Not disclosed |
| Voltera | Independent Director | Private (EQT portfolio) | Current | Not disclosed |
| Dakota Supply Group (ESOP) | Independent Director | Private | Current | Audit & HR Committees |
| Adentra | Director | Public (TSX) | Served (dates not disclosed) | Architectural products distributor |
Board Governance
- Committee assignments: Audit Committee member (chair: Chris Peterson). BJ’s confirms Audit Committee members (including Robinson) meet NYSE independence and Exchange Act Rule 10A-3 requirements; all members are financially literate, with Naylor and Peterson designated as “Audit Committee Financial Experts” .
- Independence: Board determined nine of ten nominees are independent; Robinson is independent .
- Attendance: FY2024—Board met 4x; Audit 7x; Compensation 5x; Nominating & Corporate Governance 4x; each director attended at least 75% of aggregate Board/committee meetings .
- Executive sessions: Non-management directors meet at least twice per year; independent directors meet privately at least once per year .
- Election support: At the 2024 annual meeting, Robinson received 122,232,748 “FOR” votes, 241,105 “WITHHELD,” indicating strong shareholder support .
- Anti-hedging/pledging: Company prohibits hedging and pledging of BJ stock for directors and officers .
- Related-party transactions: None reportable under Item 404(a) in FY2024; Audit Committee oversees related party reviews .
Fixed Compensation
| Component | FY2024 Amount | Policy Reference | Notes |
|---|---|---|---|
| Annual Board cash retainer | $100,000 | Director compensation policy | Increased from $95,000 in 2023 |
| Audit Committee member retainer | $17,500 | Committee retainers | Increased from $12,500 |
| Cash fees earned (actual) | $117,399 | Director compensation table | Reflects board + audit retainers |
Performance Compensation
| Component | FY2024 Grant Value | Units/Grant | Vesting | Change-in-Control / Deferral |
|---|---|---|---|---|
| Annual RSU grant | $179,954 | 2,032 RSUs outstanding per director as of FY2024 year-end | RSUs vest on the earlier of the day before next annual meeting or first anniversary of grant; standard annual vest for director awards | Director equity awards accelerate upon qualifying termination within 12 months post-change in control; directors may elect to defer RSUs/cash retainers under the 2018 Plan deferral program |
BJ’s increased annual director equity from $150,000 (2023) to $180,000 (2024), reflecting alignment with peer practices .
Other Directorships & Interlocks
| External Entity | Potential Conflict to BJ | Status |
|---|---|---|
| Lazer Logistics; Voltera; Dakota Supply Group; Adentra | No BJ-related transactions disclosed | No Item 404(a) related-party transactions in FY2024 |
Expertise & Qualifications
- Deep retail operations and supply chain expertise (Walmart, Toys “R” Us, Smart & Final, Sysco) .
- Transformation and corporate strategy experience (Capri Holdings/Michael Kors) .
- Education: BA Communications (University of Alabama), MS Leadership & Organizational Studies (Azusa Pacific University) .
Equity Ownership
| Holder | Shares Owned (Common) | Unvested RSUs | Total Beneficial | % of Outstanding |
|---|---|---|---|---|
| Marie Robinson | 2,414 | 2,032 | 4,446 | ~0.003% (computed from 4,446 / 131,660,201; proxy indicates “<1%”) |
- Director stock ownership guideline: Non-employee directors must own at least 5x annual cash retainer within 5 years of election/appointment (5x $100,000); compliance status not disclosed; given 2023 appointment, compliance deadline would be 2028 .
- Anti-hedging/pledging policy applies to directors .
Governance Assessment
- Strengths: Independent director; active Audit Committee member meeting NYSE and Rule 10A-3 independence standards; strong operational/supply chain expertise valuable for risk oversight; robust governance structures (lead independent director, executive sessions, anti-hedging/pledging); no related-party transactions; high shareholder support on election .
- Alignment signals: Mix skewed to equity (FY2024: $179,954 equity vs $117,399 cash) supporting long-term alignment; director ownership guidelines promote skin-in-the-game .
- Watch items: Current beneficial ownership is modest vs guideline and tenure, though within the standard 5-year compliance window; no disclosed performance-based director equity (RSUs are time-based), meaning director pay is not tied to specific performance metrics—typical for boards but noteworthy for pay-for-performance purists .
- Committee effectiveness: Audit Committee oversight includes cybersecurity, ICFR, auditor independence, and related-party review; Audit Committee issued its report recommending inclusion of audited financials in the 10-K .
- Shareholder engagement: The company conducted outreach, and executive compensation received strong say‑on‑pay support at 2024 meeting (115.9M FOR; context for governance climate) .