Scott Schmadeke

About Scott Schmadeke

Scott Schmadeke, 48, is Executive Vice President and Chief Operations Officer of BJ’s Wholesale Club, responsible for club operations, supply chain, logistics, and asset protection and safety; he was appointed EVP, COO on November 12, 2024 after joining BJ’s in 2018 as SVP of Operations and expanding responsibilities to field and fresh operations . He holds a B.S. in Business Administration and Management from the University of Phoenix . Operationally, he led BJ’s perishable distribution center acquisition/transition and the rollout of enhanced fresh offerings and new club openings—areas tied to the company’s recent growth in members to 8 million and ongoing footprint expansion . Company performance since 2018 provides context for execution under today’s operating model: FY24 net sales up 58% vs FY18, adjusted EBITDA up 92%, adjusted EPS up 205%, and LTM adjusted EBITDA of ~$1.16B by Q2 FY25; TSR in the proxy’s pay-versus-performance table shows a $100 initial investment reaching $482.70 in 2024 .

Past Roles

External Roles

• No external public company board roles or committee positions are disclosed in the 10-K biography for Mr. Schmadeke .

Fixed Compensation

• Individual FY2024 compensation details (base salary, target bonus) for Mr. Schmadeke are not disclosed in the FY2025 proxy’s NEO tables (he was not listed as an FY2024 NEO) .
• Company annual incentive design (applies to executive officers): formula-driven AIP with two metrics and weightings:
  • Adjusted EBITDA (70%) and Comparable Club Sales (30%) with threshold/target/maximum performance curves; payouts can range from 0% to 200% of target, subject to committee discretion .

Performance Compensation

• Long-term incentives (company design for executive officers): 50% PSUs and 50% RSUs for FY2024 executive LTI cycle; PSUs earned over FY2024–FY2026 based on cumulative adjusted EPS growth, plus additional upside from average annual paid membership growth and tenured member renewal rate; maximum total payout up to 300% of target; PSUs cliff vest at the end of the performance period subject to continued service through April 1, 2027 .
• Recent award dynamics: performance stock award frameworks allow payouts above target; prior grants paid above 100% (e.g., FY2021 PSAs expected at 200%; FY2022 awards that vested in FY2025 at 177%), indicating potential for upside-driven settlement and related vesting events .

Detailed AIP framework (company-level):

Detailed LTI framework (company-level):

Equity Ownership & Alignment

• Executive stock ownership guidelines: CEO 5x salary; Executive Vice Presidents (Mr. Schmadeke’s level) 3x salary; SVPs 1x salary .
• Anti-hedging and anti-pledging: policy prohibits hedging, short sales, and pledging by directors, officers, and designated employees; the proxy also notes none of the NEOs have engaged in hedging or pledging; policy applies firmwide to officers .
• Clawback: amended and restated policy compliant with SEC/NYSE; recovers incentive comp over the prior 3 completed fiscal years upon a material restatement .
• Beneficial ownership: the FY2025 proxy table reports directors and FY2024 NEOs; Mr. Schmadeke is not included, and an individual ownership line for him is not disclosed in that table .

Vesting-related share flow (context for potential selling/withholding pressure):

• Company acquired 313,772 shares (26 weeks ended Aug 2, 2025) to satisfy employees’ tax withholding upon vesting of restricted and performance stock; 3,670 shares in Q2 alone; these withholdings create periodic supply but are offset in part by repurchases .
• Authorization and repurchases: $1.0B 2024 repurchase program effective Feb 1, 2025 (expires Jan 2029) with $952.6M remaining as of Aug 2, 2025; 430,000 shares repurchased YTD under 2024 program, mitigating dilution from stock awards .

Employment Terms

• Appointment effective date: Named EVP, Chief Operations Officer on November 12, 2024; reports to CEO and sits on executive leadership team .
• Role scope: accountability for clubs, distribution centers, logistics, and asset protection/safety .
• Change-in-control and severance framework (company policy, as disclosed for executive officers/NEOs):
  • Equity awards: upon death/disability, full vesting of time-based awards and pro-rata vesting of performance awards; option exercise windows extended; on change in control, awards continue/assume/substitute; if terminated without cause or resign for good reason within 24 months (double trigger), unvested continued/assumed awards accelerate; performance awards treated per agreement (often at target, pro-rated) .
  • Severance constructs for NEOs include 12 months of base salary plus target bonus and COBRA differential; specific amounts vary by role and agreement (examples for EVP-level NEOs shown in proxy), reinforcing retention around corporate events; these illustrate typical economics at Mr. Schmadeke’s level though his individual agreement terms were not disclosed .

Performance & Track Record

• Execution highlights: led transformation of perishable DCs, enhanced fresh rollout, and new club openings—key drivers of traffic and unit growth emphasized in recent results and forward expansion plan .
• Recent operating context: Q2 FY2025 net sales +3.2% YoY; ex-gas comparable club sales +2.3%; membership fee income +9.0% to $123.3M; adjusted EBITDA +8% YoY; member count reached 8 million .
• Longer-term performance backdrop: FY24 vs FY18—Net sales +58%, MFI +61%, adjusted EBITDA +92%, adjusted EPS +205%; LTM net debt/adjusted EBITDA 0.4x by Q2 FY2025, indicating balance sheet capacity to support growth and buybacks .

Vesting Schedules and Insider Selling Pressure

Governance, Policies, and Peer/Program Design

• Compensation Committee: independent members oversee executive pay, goals, severance/change-in-control agreements, and use of independent consultants .
• Key practices: no hedging/pledging; no single-trigger cash severance/acceleration; no repricing; ownership requirements; clawback; independent consultant .
• Equity plan capacity: 2018 Plan with 13.15M authorized shares; 4.28M available as of Aug 2, 2025; PSUs feature variable payouts with historically >100% outcomes on some cycles .

Investment Implications

• Alignment and incentives: As an EVP, Mr. Schmadeke is subject to a 3x salary ownership guideline, prohibited from hedging/pledging, and paid with a heavy equity mix (PSUs/RSUs) tied to adjusted EPS and membership metrics; the framework is supportive of long-term value alignment and membership-led growth execution .
• Retention and CoC economics: Company’s double-trigger vesting and severance constructs for executive officers (illustrated for EVPs in the proxy) lower transition risk in change-in-control scenarios while discouraging short-termism; performance awards typically treated at target/pro-rata under CoC, balancing employee retention with shareholder dilution control .
• Supply/dilution dynamics: Elevated PSU payout potential and clustered April vesting can create periodic supply via settlements and tax withholdings, partially offset by the $1.0B repurchase program with $952.6M capacity remaining as of Aug 2, 2025, which management states is intended, in part, to mitigate dilution from stock awards .
• Execution risk and upside: Schmadeke’s operating remit (clubs, DCs, fresh, logistics) maps directly to BJ’s growth vectors (club expansion, fresh penetration, supply chain productivity); recent KPIs—member growth, comps ex-gas, and adjusted EBITDA trajectory—suggest positive momentum but maintain sensitivity to fuel price swings and SG&A from new openings .

Monitoring list: (1) Any Form 4s/Rule 10b5-1 plans filed by Mr. Schmadeke, (2) PSU achievement trajectory (cumulative adjusted EPS and membership/renewal), (3) April vesting events and associated tax withholdings, and (4) any updates to EVP-level severance terms in future proxies .