Laura Felice
About Laura Felice
Independent director of Broadstone Net Lease, Inc. (BNL); Executive Vice President and CFO of BJ’s Wholesale Club (NYSE: BJ). Age 43; joined BNL’s board in January 2023; tenure two years as of the 2025 proxy. Holds a Master’s in Accounting and a B.S. in Finance and Accounting from Boston College; Certified Public Accountant. Board-determined independent; serves on Audit and Nominating & Corporate Governance committees; designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJ’s Wholesale Club Holdings, Inc. (NYSE: BJ) | EVP & CFO | 2021–present | Public-company CFO bringing retail finance expertise |
| BJ’s Wholesale Club | SVP & Controller | 2016–2021 | Led integrity of financial records |
| Clarks Americas, Inc. | Senior VP of Finance; various finance roles | 2008–2016 (SVP 2015–2016) | Oversaw commercial finance for Americas distribution channels |
| PricewaterhouseCoopers LLP | Various roles | 2003–2008 | Audit and advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Massachusetts Society of CPAs | Chair of the Board; prior Finance Committee Chair | Current | Professional governance role |
| Boston Ballet | Board of Advisors member | Current | Non-profit advisory role |
| Public company boards (current/past 5 yrs) | None | — | No other public directorships |
Board Governance
- Independence: Board affirmed Ms. Felice is independent under BNL’s Charter. Specific consideration: BJ’s was previously a BNL tenant; lease was assumed at arm’s length, terminated in Jan 2023; Ms. Felice had no involvement and no pecuniary interest; not a BNL director at time of lease or termination.
- Committee assignments (2024): Audit (member), Nominating & Corporate Governance (member); Audit Chair is Michael A. Coke; Governance Chair is James H. Watters. All three standing committees comprise independent directors.
- Meetings and attendance: Board met five times in 2024; Audit met 4; Compensation 5; Governance 4. All directors attended ≥75% of Board/committee meetings during their service; all then-current directors attended the 2024 annual meeting.
- Audit committee financial expertise: Board determined each member of Audit (Coke, Duran, Felice) qualifies as an “audit committee financial expert” under SEC rules.
- Leadership: Independent, non-executive Chair (Laurie A. Hawkes); executive sessions held regularly with and without management.
Fixed Compensation
| Year | Cash Retainer (Base) | Committee Member Fees | Chair/Other Fees | Total Cash | Source |
|---|---|---|---|---|---|
| 2024 | $60,000 | Audit member $10,000; Governance member $7,500 | — | $77,500 | |
| 2023 (pro-rata) | $60,000 policy (annual) | Audit member $10,000; Governance member $7,500 | — | $49,400.64 (paid) |
- 2024 cash structure: $60,000 annual director retainer; plus $10,000 for Audit committee membership; plus $7,500 for Governance committee membership. No meeting fees disclosed.
- 2023 lower cash reflects partial-year service (appointed Jan 17, 2023) and pro-rata payments timing.
Performance Compensation
| Component | Grant Value | Grant Timing | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted stock (annual equity award) | $100,000 | On date of the 2024 annual meeting | Earlier of one-year anniversary or next annual meeting (≥50 weeks after grant) | None disclosed; director equity is time-based (no PSUs) |
- Equity plan limit: For non-employee directors, annual equity/cash awards cannot exceed the positive difference, if any, between $500,000 and the director’s annual cash retainer (excluding chair/meeting fees).
Other Directorships & Interlocks
- Public company directorships: None (current or past five years).
- Network/Interlocks: CFO role at BJ’s Wholesale Club noted; BJ’s was formerly a BNL tenant, but the lease was terminated effective January 2023; Board assessed independence with no direct involvement or pecuniary interest by Ms. Felice.
Expertise & Qualifications
- Financial/accounting expertise; public-company CFO; retail industry experience; CPA credential; Audit Committee financial expert designation.
- Skill matrix: Finance & Accounting, Corporate Governance, Executive Leadership, Risk Management, Strategic Planning among competencies represented by the board that include Ms. Felice.
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| March 3, 2025 | 13,137 | <1% | Beneficial ownership per SEC rules; sole voting/investment power unless noted |
| March 1, 2024 | 6,254 | <1% | Prior year beneficial ownership |
- Director ownership guidelines: Non-employee directors must own BNL stock valued at 5x annual cash retainer within 5 years; must retain at least 50% of stock awards until guideline met; unvested time-based RS included; unvested performance-based RS excluded.
- Hedging/pledging: Prohibited for directors and employees under BNL’s Insider Trading Policy (limited waiver possible; no waivers disclosed).
- Compliance status vs guideline: Not disclosed in proxy for individual directors.
Governance Assessment
- Strengths: Independent status affirmed with explicit conflict review of BJ’s prior tenancy; strong financial expertise and Audit Committee service; consistent attendance; transparent director pay structure with modest cash retainers and time-based equity; robust ownership and anti-hedging policies; compensation clawback policy in place (company-wide).
- Potential watch items:
- Prior tenant relationship with BJ’s: mitigated by lease termination in Jan 2023 and lack of involvement/pecuniary interest; independence reaffirmed.
- Ownership alignment: Beneficial holdings grew from 6,254 to 13,137 shares YoY but individual compliance with 5x retainer guideline not disclosed; monitor ongoing accumulation and retention.
- Board signals: All independent committees; Audit members designated financial experts; separate Chair/CEO roles; regular executive sessions; active risk oversight including IT/Cyber and AI; indicates governance emphasis supportive of investor confidence.
Additional context on shareholder engagement: The 2025 proxy indicates the Board expects the next advisory “say-on-pay” vote in 2026, reflecting prior frequency decisions; Compensation Committee uses shareholder feedback to design executive compensation programs.