Michelle Gloeckler
BJ's Wholesale Club HoldingsAbout Michelle Gloeckler
Independent director at BJ’s since 2019; age 58; serves on the Nominating and Corporate Governance Committee. She is a retail executive with 30+ years across retail and CPG, including EVP roles at Walmart (Consumables, Health & Wellness) and Academy Sports & Outdoors, and leadership roles at The Hershey Company; BA in communication and psychology from the University of Michigan . The board affirms she is independent under NYSE rules; nine of ten BJ directors are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart Inc. | EVP, Consumables, Health & Wellness | Feb 2009–Aug 2016 | Led health & wellness unit and U.S. manufacturing initiative |
| Academy Sports & Outdoors | EVP, Chief Merchant | Aug 2016–Jan 2019 | Merchandising leadership |
| The Hershey Company | Leadership roles | Not disclosed | CPG leadership |
| Holley Inc. | Interim Chief Executive Officer | Not disclosed | Interim CEO of NYSE-listed company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Holley Inc. (NYSE) | Director | Since Jul 2021 | Also previously served as Interim CEO |
| Duckhorn Portfolio, Inc. (NYSE) | Director | May 2021–Dec 2024 | Luxury wine company |
| Pairwise Plants LLC | Director | Since Dec 2021 | Agriculture technology; private company |
| Benson Hill | Director | Feb 2019–Feb 2021 | Agriculture technology company |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; not a chair .
- Independence: Board determined all directors other than the CEO are independent under NYSE rules; includes Gloeckler .
- Attendance: In FY2024, the board met 4x; Nominating & Corporate Governance met 4x; each director attended ≥75% of board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet at least twice per year; independent directors meet in private session at least once per year .
| Governance Item | FY2024 Detail |
|---|---|
| Board meetings held | 4 |
| Nominating & Corporate Governance meetings held | 4 |
| Director attendance threshold | Each director ≥75% of aggregate meetings |
| Annual meeting attendance | All directors attended 2024 meeting |
| Independence affirmed | Yes (NYSE criteria; all except CEO) |
| Anti-hedging/pledging | Prohibited for directors |
Fixed Compensation
| Component | FY2024 Amount ($) | Policy/Rate | Vesting/Terms |
|---|---|---|---|
| Cash fees (retainers/committee) | 109,929 | Board annual retainer $100,000; Nominating & Corporate Governance member $10,000 | Paid quarterly in arrears; prorated if partial service |
| Equity – RSU grant (grant-date fair value) | 179,954 | Standard annual director RSU grant $180,000 (increased from $150,000 in 2023) | Vests on earlier of day before next annual meeting or first anniversary; accelerates on qualifying change-in-control |
| Other compensation | — | Travel reimbursement policy; no meeting fees disclosed | N/A |
Notes:
- Directors may elect to defer RSUs or cash retainers; deferred RSUs convert to deferred stock units at vesting; dividends credited to deferred accounts if paid .
- 2024 adjustments increased board, lead director, chair, and committee member retainers across committees .
Performance Compensation
| Performance Metrics Tied to Director Pay | Disclosure |
|---|---|
| Performance-based metrics for non-employee directors | None disclosed; director equity is time-based RSUs with no performance conditions |
Other Directorships & Interlocks
| Potential Interlock/Conflict Area | Status |
|---|---|
| Vendor/customer relationships creating independence concerns | None disclosed for Gloeckler; board evaluated vendor links for other directors and maintained independence (e.g., Newell Brands, Spindrift) |
| Related party transactions (Item 404) | None occurred in FY2024 |
Expertise & Qualifications
- Deep retail and CPG background; merchandising, sourcing, manufacturing, strategy .
- Experience in e-commerce, marketing, human capital, and executive compensation; multi-unit expertise .
- Adds perspective from other public company board service (Holley, Duckhorn) .
Equity Ownership
| Category | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 18,276 | <1% | |
| Common shares | 16,244 | <1% | |
| Unvested RSUs (director grant) | 2,032 | N/A | Granted June 20, 2024; vest per director policy |
| Shares pledged as collateral | Prohibited by policy | N/A | Anti-pledging policy for directors |
Ownership alignment:
- Director stock ownership guideline: ≥5x annual cash retainer within five years of election/appointment; individual compliance status not disclosed .
Governance Assessment
- Independence and committee role: Independent director focused on governance; contributes to board evaluation and nomination processes .
- Engagement: Meets attendance expectations; participates in a board with regular executive/independent sessions .
- Compensation mix: Equity-heavy (cash $109,929 vs equity $179,954), supporting shareholder alignment; 2024 policy increased director equity grant to $180,000 and raised retainers, aligning with peer practices .
- Ownership: Beneficial ownership of 18,276 shares, including unvested RSUs; anti-hedging/anti-pledging and ownership guidelines reinforce alignment .
- Conflicts/related-party risk: No related party transactions in FY2024; board actively scrutinizes vendor relationships for independence (none cited for Gloeckler) .
RED FLAGS: None disclosed pertaining to Gloeckler—no related-party transactions, no hedging/pledging, attendance expectations met, and compensation structure standard for independent directors .