Paul Cichocki
Executive Vice President, Chief Commercial Officer at BJ
Executive
About Paul Cichocki
Executive Vice President and Chief Commercial Officer at BJ’s Wholesale Club. His employment agreement was executed on January 30, 2020, and he is one of the company’s Named Executive Officers (NEOs) for fiscal 2024 . Company performance metrics tied to his compensation include adjusted EBITDA and comparable club sales (AIP), as well as cumulative adjusted EPS and membership growth/retention (PSUs). For fiscal 2024, BJ’s achieved adjusted EBITDA of $1.091B and comparable club sales of $16.023B, resulting in an AIP payout of 102% of target . The company’s pay-versus-performance disclosure shows strong shareholder alignment, with 2024 TSR at 482.70 versus a peer group TSR of 227.91, net income of $534M, and adjusted EBITDA of $1,091M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BJ’s Wholesale Club | EVP, Chief Commercial Officer | 2020–present (employment agreement date) | Comp plan aligns with cumulative adjusted EPS and membership growth/retention through PSUs |
External Roles
None disclosed in the proxy for Paul Cichocki .
Fixed Compensation
Multi-year compensation (SEC Summary Compensation Table):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 850,013 | 908,670 | 900,016 |
| Stock Awards ($) | 2,499,875 | 2,699,876 | 2,999,929 |
| Non-Equity Incentive Plan ($) | 1,343,001 | 540,000 | 919,530 |
| All Other Compensation ($) | 13,669 | 24,183 | 277,827 |
| Total ($) | 4,706,558 | 4,172,729 | 5,097,302 |
Annual Incentive Plan specifics (FY 2024):
- Base salary: $900,000; Target bonus: 100% of salary; Payout: 102% of target; Cash bonus paid: $919,530 .
Performance Compensation
Annual Incentive Plan (AIP) metrics and achievement (FY 2024):
| Metric | Weighting (%) | Minimum | Target | Maximum | Actual | Achievement (%) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 70 | 976 | 1,084–1,128 | 1,196 | 1,091 | 100 |
| Comparable club sales ($MM) | 30 | 15,334 | 15,762–15,995 | 16,501 | 16,023 | 107 |
| Total AIP payout | — | — | — | — | — | 102 |
Long-term incentives (LTI) structure (FY 2024 grants):
- Mix: 50% PSUs, 50% RSUs; PSUs measured on cumulative adjusted EPS and membership growth/retention over FY24–FY26, cliff vesting April 1, 2027; RSUs vest in three equal annual tranches starting April 1, 2025 .
Paul Cichocki 2024 grants:
- PSUs: Grant date fair value $1,499,964; target units 19,569 at $76.65 grant-date price; performance period Feb 4, 2024–Jan 30, 2027; payout range 0–300% of target; cliff vest Apr 1, 2027 .
- RSUs: Grant date fair value $1,499,965; shares 20,096 at $74.64; vest 1/3 on Apr 1, 2025, 2026, 2027 .
Historical PSU payout (promotion award, FY 2021, paid out in FY 2024):
| Award Year | PSU Target Shares | PSU Vested Shares | Payout |
|---|---|---|---|
| 2021 | 28,147 | 56,294 | 200% of target |
Equity Ownership & Alignment
Beneficial ownership (as of April 4, 2025):
- Total beneficial ownership: 216,388 shares; less than 1% of outstanding shares .
- Breakdown: 184,017 common shares; 32,371 unvested restricted stock .
Outstanding equity awards (as of Feb 1, 2025):
| Award Type | Units | Notes |
|---|---|---|
| RSUs (FY 2022 grant, unvested) | 6,162 | Final tranche vesting Apr 1, 2025 |
| RSUs (FY 2023 grant, unvested) | 11,831 | Vesting Apr 1, 2025 and Apr 1, 2026 |
| RSUs (FY 2024 grant, unvested) | 20,096 | Vesting Apr 1, 2025–2027 |
| PSUs (FY 2022 grant, earned level) | 32,713 | Earned at 177% of target; vest at performance period end |
| PSUs (FY 2023 grant, provisional) | 17,746 | Reflected at target pending final performance |
| PSUs (FY 2024 grant, provisional) | 58,707 | Reflected at maximum pending final performance |
Ownership and trading policies:
- Executive stock ownership guideline for EVPs: 3x base salary .
- Anti-hedging/anti-pledging policy prohibits hedging and pledging; none of the NEOs has engaged in hedging or pledging .
Deferred compensation:
- Executive NQDC Plan: Company discretionary contribution credited to Paul in 2024 of $81,848; aggregate earnings $14,243; year-end balance $96,090 .
- Program permits deferral of cash bonuses and certain equity awards for executives (expanded in Sept 2024) .
Employment Terms
Contract provisions:
- Employment agreement date: January 30, 2020 .
- Restrictive covenants: Non-compete 12 months; non-solicit 24 months; confidentiality perpetual .
- Severance (termination without cause): 24 months base salary continuation; COBRA premium differential for up to 24 months; pro rata AIP for year of termination; plus other plan benefits; subject to release and covenant compliance .
- Change-in-control: Double-trigger acceleration—if terminated without cause (or for good reason as applicable) within 24 months following a change in control, outstanding awards accelerated per plan/award terms . Company states it does not provide single-trigger cash severance or acceleration of time-based equity upon change-in-control .
Estimated potential payments (as of Feb 1, 2025):
| Benefit | Termination without cause/good reason ($) | Death/Disability ($) | CI with qualifying termination ($) |
|---|---|---|---|
| Severance benefit | 1,800,000 | — | 1,800,000 |
| Health benefits continuation | 24,484 | 24,484 | 24,484 |
| Accelerated RSUs/stock units value | — | 3,772,716 | 3,772,716 |
| Accelerated PSUs value | — | 5,706,421 | 3,650,590 |
| Annual incentive | — | — | — |
Clawback:
- Amended and restated clawback policy compliant with SEC/NYSE; recovery of excess incentive comp from executive officers upon material financial restatement for the prior 3 completed fiscal years .
Perquisites and retirement:
- Executive Retirement Plan (terminated April 2023): Company previously made contributions and tax gross-ups; Paul became vested in prior contributions and received related tax gross-up payments in FY 2024 .
- 401(k) match: 50% of first 6% of covered comp (Paul received $10,350 in 2024) .
- Executive life insurance ($5,568 in 2024), plus miscellaneous other items ($7,367) .
Performance & Track Record
Company pay-versus-performance (context for alignment):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Shareholder Return (initial $100 value) | 339.67 | 314.38 | 482.70 |
| Peer Group TSR (initial $100 value) | 123.99 | 174.14 | 227.91 |
| Net Income ($MM) | 513 | 524 | 534 |
| Adjusted EBITDA ($MM) | 914 | 1,088 | 1,091 |
AIP 2024 achievement drivers:
- Adjusted EBITDA and comparable club sales exceeded targets, driving a 102% payout for all NEOs including Paul .
PSU outcomes:
- Promotion-linked 2021 PSU award vested at 200% of target for Paul, signaling strong execution against cumulative adjusted EPS goals over the performance period .
Compensation Committee & Peer Benchmarking
- Independent compensation committee oversees executive pay, engages Exequity as consultant, and uses a retail peer group including Albertsons, Dollar General, Dollar Tree, Kohl’s, Sprouts, Ross, Target, TJX, Williams-Sonoma, and others to benchmark pay levels and design .
Equity Ownership & Pledging
- Pledging of company stock is prohibited; none of the NEOs has pledged or hedged company stock .
- Executive stock ownership guideline for EVPs: 3x base salary; compliance status for Paul not disclosed .
Compensation Structure Analysis
- Shift toward equity: Stock awards increased from $2.699M (2023) to $3.000M (2024), while salary was flat ($900k) and cash incentive rose to $920k with a 102% payout .
- LTI risk profile: Mix of PSUs (0–300% payout range) tied to cumulative adjusted EPS and membership metrics and time-based RSUs creates balanced alignment and retention via multi-year vesting and cliff vesting on PSUs .
- Governance guardrails: No single-trigger acceleration; robust clawback; anti-hedging/pledging; independent consultant—reducing pay-for-performance slippage risks .
Risk Indicators & Red Flags
- Legacy tax gross-ups under the (now terminated) Executive Retirement Plan resulted in $55,694 of tax gross-ups for Paul in FY 2024; the plan was terminated April 2023, and Paul vested in prior contributions in 2024 .
- Otherwise, mitigants include double-trigger CIC treatment, clawback, and trading policy prohibiting hedging/pledging .
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Beneficial ownership | 216,388 shares; <1% of outstanding |
| Common vs. unvested RS | 184,017 common; 32,371 unvested restricted stock |
| Options | No options shown outstanding in current table for Paul |
| RSU vesting cadence | Annual tranches each April 1 (2025–2027) |
| PSU vesting | Cliff vest following FY24–FY26 performance period on Apr 1, 2027 |
| Ownership guidelines | EVP: 3x base salary |
| Hedging/pledging | Prohibited; none engaged |
| NQDC balance | $96,090 (company contribution $81,848; earnings $14,243) |
Employment Terms
- Non-compete: 12 months; Non-solicit: 24 months; Confidentiality: perpetual .
- Severance: 24 months base salary, COBRA differential up to 24 months, pro rata AIP, and other plan benefits (release and covenant compliance required) .
- CIC treatment: Double-trigger acceleration for equity upon qualifying termination within 24 months post-CIC; no single-trigger severance or time-based equity acceleration .
Investment Implications
- Alignment: High proportion of at-risk equity with PSUs tied to EPS and membership outcomes plus RSUs creates long-term alignment; 2021 PSU 200% payout indicates strong execution against profit growth goals .
- Retention/turnover risk: Material unvested RSUs/PSUs and double-trigger CIC terms support retention; severance of 24 months base salary offers downside protection without excessive CIC windfalls .
- Trading/overhang: Predictable RSU vesting dates around April 1 may create calendar-driven supply; deferral mechanisms for equity and cash could mitigate near-term selling pressure; current policy prohibits hedging/pledging .
- Governance quality: Use of independent consultant, clawback, anti-hedging/pledging, and no single-trigger accelerations reduce red flags; legacy tax gross-ups were tied to a terminated plan where Paul vested in 2024 .