Steve Ortega

About Steve Ortega

Steve Ortega, age 63, is an independent director at BJ’s Wholesale Club Holdings, Inc., serving since 2023 and appointed Lead Independent Director effective January 9, 2025. He holds a bachelor’s degree in accounting from the University of Arizona and brings decades of retail and omnichannel leadership experience across finance, operations, and CEO roles. The board has affirmed Ortega’s independence under NYSE rules; nine of ten BJ’s director nominees are independent .

Past Roles

Organization	Role	Tenure	Committees/Impact
Leslie’s Inc. (NASDAQ)	Chairman of the Board	2019–Mar 2024	Led public company board; governance and strategy oversight
Leslie’s Inc.	President & CEO	2017–2020	Led transformation and omnichannel growth
Leslie’s Inc.	President & COO	2015–2017	Oversaw operations and execution
Leslie’s Inc.	EVP, CFO & COO	2014–2015	Finance and operations integration
Leslie’s Inc.	EVP & CFO	2005–2014	Financial stewardship, capital allocation
BI-LO, American Stores, Lucky Stores	Various Leadership Positions	Prior to 2005	Grocery/retail operations background

External Roles

Organization	Role	Tenure	Committees/Impact
James Avery Artisan Jewelry (private)	Director	Since 2021	Multi-channel retail perspective
Leslie’s Inc. (NASDAQ: LESL)	Chairman of the Board	2019–Mar 2024	Public board leadership and governance

Board Governance

Committee assignments: Audit Committee member; Compensation Committee member. Lead Independent Director responsibilities include presiding over executive sessions, approving board agendas/schedules, and serving as liaison between independent directors and Chair/CEO .
Independence: Board determined all directors except CEO Bob Eddy are independent under NYSE rules .
Attendance: In fiscal 2024, Board met 4x; Audit 7x; Compensation 5x; Nominating & Corporate Governance 4x. Each director attended at least 75% of aggregate board and applicable committee meetings; all directors attended the 2024 annual meeting .
Anti-hedging/pledging: Policy prohibits hedging and pledging of company securities for directors and certain employees; policy filed with 10-K (Exhibit 19.1) .
Executive sessions: Independent director sessions required at least annually, with non-management sessions at least twice per year .

Fixed Compensation

Component	FY2024 Policy Amount	Notes
Board annual cash retainer	$100,000	Increased from $95,000
Lead Independent Director retainer	$60,000	Increased from $50,000
Audit Committee chair/member	$40,000 / $17,500	Increased from $30,000 / $12,500
Compensation Committee chair/member	$35,000 / $15,000	Increased from $25,000 / $10,000
Nominating & Gov. chair/member	$25,000 / $10,000	Increased from $18,000 / $8,000
Annual equity grant (RSUs)	$180,000 grant-date value	Increased from $150,000 in 2023

Director	FY2024 Cash Fees ($)	Stock Awards ($)	Total ($)
Steve Ortega	$136,016	$179,954	$315,970

Cash fees reflect quarterly earning/proration; Ortega’s Lead Director retainer applied starting January 2025 (late in FY2024) .

Performance Compensation

Equity Type	Grant-Date Value	Units/Valuation	Vesting	Performance Metrics
Director RSUs	$179,954	2,032 unvested RSUs at $88.56 close on 6/20/2024	Vest on earlier of day before next annual meeting or first anniversary; service-required; full acceleration upon certain change-in-control	None (time-based RSUs; no performance conditions)

Other Directorships & Interlocks

Company	Relationship to BJ’s	Interlock/Conflict Notes
Leslie’s Inc.	Not disclosed as BJ’s vendor/customer	No Item 404(a) related-party transaction disclosed for FY2024; Ortega independence affirmed
James Avery Artisan Jewelry	Private company board	No related-party transactions disclosed

Expertise & Qualifications

Deep retail and omnichannel experience; CFO-to-CEO operating trajectory; board chair experience at a NASDAQ issuer; executive compensation exposure. Bachelor’s in accounting supports audit committee literacy .

Equity Ownership

Holder	Shares Beneficially Owned	% Outstanding	Breakdown
Steve Ortega	6,901	<1%	4,869 common + 2,032 unvested RSUs

Director stock ownership guidelines: Non-employee directors must own equity ≥5x annual cash retainer within 5 years of election/appointment (excludes committee/lead retainer amounts). Individual compliance status by director is not disclosed .
Hedging/pledging: Prohibited by policy for directors .

Say-on-Pay & Shareholder Voting Signals (FY2024, meeting 6/19/2025)

Item	For	Against	Abstain	Broker Non-Votes
Elect Steve Ortega as Director	116,812,463	4,604,916	—	4,672,249
Advisory Say‑on‑Pay	113,793,417	7,530,123	93,839	4,672,249
Officer Exculpation Charter Amendment	102,375,907	18,973,856	67,616	4,672,249

Governance Assessment

Strengths
- Independent Lead Director role with defined authorities; enhances oversight in combined Chair/CEO structure .
- Ortega sits on Audit and Compensation Committees; board affirms independence; audit committee expertise and independence tested under Rule 10A‑3 .
- Robust anti-hedging/anti-pledging policy; director stock ownership guidelines; clawback policy highlighted in governance practices .
- No related-party transactions in FY2024 under Item 404(a), reducing conflict risk .
Watch items
- Ownership alignment: beneficial ownership is <1% and individual guideline compliance isn’t disclosed; monitoring progress toward 5x retainer guideline is warranted .
- Compensation structure ratcheted higher in FY2024 (board/committee retainers and RSU grant value); review peer alignment and pay-for-service rationale to avoid inflation .
Engagement/attendance
- Meeting cadence (Board/committees) and minimum 75% attendance met across directors; continued tracking of executive session leadership by Lead Director .
Shareholder signals
- Strong re-election support and solid Say‑on‑Pay approval provide endorsements of governance/comp outcomes; officer exculpation proposal passed, aligning with peer protections .

RED FLAGS

None disclosed for Ortega: no related-party transactions; anti-hedging/pledging policy in place; independence affirmed .