Rob Steele
Director at BJ
Board
About Rob Steele
Rob Steele (age 69) has served on BJ’s board since 2016 and was Lead Independent Director from 2019 until January 9, 2025. He spent 35 years at Procter & Gamble, including as Vice Chairman, Global Health & Well-Being (2007–2011), and earlier as Group President of Global Household Care and Group President of North America; he holds an MBA from Cleveland State University and a BA in Economics from The College of Wooster .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | Vice Chairman, Global Health & Well-Being; prior Group President roles | 35-year career; VC 2007–2011 | Led major CPG businesses; deep brand/marketing experience |
| Newell Brands | Director | 2018–May 2024 | Served on board of major BJ’s vendor; BJ’s board determined no independence issue for Newell exec director Chris Peterson; no issue noted for Steele |
| Kellogg Company | Director | 2007–2012 | Public company board experience |
| Beam Co. | Director | 2012–2014 | Public company board experience |
| Keurig Green Mountain | Director | 2013–2016 | Public company board experience |
| LSI Industries | Director | Jul 2016–Jun 2019 | Public company board experience |
| CVC | Advisory Board Member | Current | Private equity advisory role |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Berry Global | Director | Current public company directorship |
| Newell Brands | Director | Prior; ended May 2024 |
Board Governance
- Independence: Board determined all directors other than the CEO (Bob Eddy) are independent; Steele is independent .
- Committee assignments: Audit Committee member (all independent) .
- Leadership: Served as Lead Independent Director from 2019 through January 9, 2025; Steve Ortega became Lead Independent Director thereafter .
- Attendance: In FY2024, the board met 4x; Audit 7x; all directors attended at least 75% of meetings of the board and their committees .
- Executive sessions: Non-management directors hold executive sessions at least twice per year; independent directors meet privately at least once per year .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging by directors and officers .
- Director ownership guideline: 5x annual cash retainer (excluding committee/lead retainers); compliance expected within five years .
Fixed Compensation
| Item (FY2024 unless noted) | Amount | Notes |
|---|---|---|
| Annual board retainer | $100,000 | Increased from $95,000 in FY2024 |
| Lead Independent Director retainer | $60,000 | Increased from $50,000 in FY2024; Steele served as Lead through Jan 9, 2025 |
| Audit Committee member retainer | $17,500 | Increased from $12,500 in FY2024 |
| Steele – Fees earned (cash) FY2024 | $173,632 | Reflects board, committee, and lead role timing |
| Steele – All other compensation | $0 | No personal plane usage, etc. reported for directors other than noted cases; Steele shows “—” |
| Steele – Total cash + stock | $353,586 | See stock awards below |
Performance Compensation
- Directors receive time-based RSUs (no performance metrics), vesting at the earlier of the day before the next annual meeting or the first anniversary of grant, subject to service .
- Deferrals: Since Sept 2024, directors may defer RSUs and/or cash retainers into deferred stock units/cash under the 2018 Plan; dividends credited as stock units if declared .
| Steele – Equity Grant Detail | Value | Units | Grant Date | Vesting |
|---|---|---|---|---|
| Annual RSU grant (FY2024) | $179,954 | 2,032 | June 20, 2024 | Vests by next annual meeting/first anniversary, service-based |
Other Directorships & Interlocks
| Company | Relationship to BJ’s | Interlock/Conflict Consideration |
|---|---|---|
| Newell Brands (prior) | Vendor to BJ’s | Board noted Newell exec/director Chris Peterson’s independence not impaired; no related party transaction under Item 404(a) in FY2024; no issue flagged for Steele |
| Spindrift (Burwick’s employer) | Vendor to BJ’s | Board concluded no independence issue for Burwick; not related to Steele |
| Related-party transactions | — | None required to be disclosed for FY2024 |
Expertise & Qualifications
- Deep CPG operating leadership and brand/marketing expertise from P&G; significant board leadership experience (prior Lead Independent Director at BJ’s) .
- Audit Committee member; board-designated Audit Committee Financial Experts are Maile Naylor and Chris Peterson (Steele is not designated as ACFE) .
Equity Ownership
| Metric | Amount | Date/Status |
|---|---|---|
| Beneficial ownership (shares) | 24,351 | As of April 4, 2025; includes 2,032 unvested RSUs |
| % of shares outstanding | <1% | Company-wide table |
| Ownership guideline | 5x cash retainer | Director guideline; individual compliance not disclosed |
| Pledged/hedged | Prohibited by policy | Anti-pledging/hedging policy applies to directors |
Insider trades and ownership changes (2024–2025):
| Date | Action | Shares | Price | Post-transaction holdings | Source |
|---|---|---|---|---|---|
| 2024-06-20 | Director RSU award | 2,032 | $0 (grant; fair value based on $88.56) | 24,351 (disclosed later) | https://www.secform4.com/filings/1531152/0001531152-24-000112.htm |
| 2025-03-14 | Option exercise (M) | 11,813 | $7.00 | 36,164 | https://www.sec.gov/Archives/edgar/data/1531152/000153115225000015/0001531152-25-000015-index.htm; https://whalewisdom.com/filing/steele-robert-allan-4-2025-03-18-075613-0400-bj; https://www.secform4.com/insider-trading/1531152.htm |
| 2025-03-14 | Sale (S) | 11,813 | $107.59 | 24,351 | https://www.sec.gov/Archives/edgar/data/1531152/000153115225000015/0001531152-25-000015-index.htm; https://www.secform4.com/insider-trading/1531152.htm |
| 2025-06-03 | Form 144 notice filed | 9,815 (proposed) | — | — | https://www.sec.gov/Archives/edgar/data/1531152/000200731725000488/xsl144X01/primary_doc.xml |
| 2025-06-03 | Sale (S) | 9,815 | $112.21 | 14,536 (Direct) | https://www.secform4.com/filings/1531152/0001531152-25-000063.htm; https://www.marketbeat.com/stocks/NYSE/BJ/sec-filings/ |
Notes:
- The March 14, 2025 option exercise and same-day sale were reported on Form 4; resulting holdings were 24,351 shares (direct) .
- A subsequent June 3, 2025 Form 144 preceded a sale of 9,815 shares at $112.21, leaving 14,536 direct shares post-transaction .
Fixed Compensation (Director Cash Detail FY2024)
| Component | Rate | Steele FY2024 cash earned |
|---|---|---|
| Board retainer | $100,000 | |
| Lead Independent Director retainer | $60,000 | |
| Audit Committee member retainer | $17,500 | |
| Total Fees Earned (Steele) | $173,632 | |
| All Other Compensation (Steele) | — | |
| Total (Cash + Stock awards) | $353,586 |
Reference director compensation schedule (effective FY2024):
- Audit Chair $40,000; Audit member $17,500
- Compensation Chair $35,000; member $15,000
- Nominating & Governance Chair $25,000; member $10,000
- Lead Independent Director retainer $60,000; Director retainer $100,000
- Annual RSU grant $180,000 (increased from $150,000); awarded at annual meeting, time-based vesting .
Performance Compensation (Director Equity Mechanics)
| Feature | Detail |
|---|---|
| Equity type | Time-based RSUs (no performance metrics) |
| Annual value | $180,000 per non-employee director (FY2024) |
| Grant/vesting | Granted at annual meeting; vest earlier of day before next annual meeting or first anniversary; service-based |
| Deferral | Directors may defer RSUs and/or cash retainers into deferred stock units/cash (Sept 2024 expansion) |
Governance Assessment
- Strengths: Long-tenured independent director with prior Lead Independent Director service and deep CPG operating expertise; active Audit Committee member; company prohibits hedging/pledging and maintains director ownership guidelines (5x retainer); all directors met ≥75% attendance in FY2024; no related-party transactions disclosed for FY2024 .
- Compensation alignment: Director pay balances cash retainer and time-based equity; FY2024 increases to cash retainers and equity bring pay in line with peers and reflect added lead director responsibilities when CEO also chairs the board .
- Watch items: Insider sales in March and June 2025 reduced direct holdings to 14,536 shares; sales by directors can reflect diversification or liquidity and are not inherently negative, but continued selling could draw scrutiny; no evidence of hedging/pledging and a Form 144 was filed prior to June sale .
- Conflicts: None identified for Steele; board expressly reviewed and cleared independence concerns for other directors with vendor ties (Newell, Spindrift) and disclosed no Item 404(a) related-party transactions in FY2024 .