Alan Bennett
TJX COMPANIES INC /DE/About Alan M. Bennett
Alan M. Bennett, 74, has served on TJX’s Board since 2007 and is the independent Lead Director, bringing deep leadership and financial risk management experience from senior roles at H&R Block (President/CEO; Interim CEO) and Aetna (SVP & CFO), as well as earlier finance and sales/marketing leadership at Pirelli Armstrong and Ernst & Ernst . The Board affirmatively determined Bennett is independent under NYSE-based categorical standards and TJX’s Corporate Governance Principles . As Lead Director, he coordinates executive sessions, approves agendas, meets regularly with the CEO and Executive Chairman, and attends committee meetings, acting as liaison between independent directors and management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H&R Block, Inc. | President & CEO | 2010–2011 | Led a large financial services business; leadership and risk management experience |
| H&R Block, Inc. | Interim CEO | 2007–2008 | Transitional leadership through change periods |
| Aetna Inc. | SVP & CFO; Office of the Chairman | 2001–2007 | Financial/capital structure management, taxes, internal controls, planning, reporting |
| Aetna Inc. | Senior financial management roles | 1995–2001 | Progressive leadership in finance |
| Pirelli Armstrong Tire Corp. | Senior management roles (finance, sales/marketing) | 1981–1995 | Operations, finance and commercial leadership |
| Ernst & Ernst (now EY) | Various positions | Not disclosed | Early career accounting foundation |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Halliburton Company | Director | Since 2006 | Energy services; large-cap governance experience |
| Fluor Corporation | Director | Since 2011 | Engineering/construction; complex global operations oversight |
Board Governance
- Committee memberships: Compensation; Corporate Governance; Executive; elected independent Lead Director .
- Lead Director responsibilities include executive session leadership, agenda approval, routine meetings with CEO/Executive Chairman, committee meeting attendance, crisis oversight, and shareholder engagement liaison .
- Independence: Board unanimously determined Bennett (and other non-employee nominees) to be independent; TJX separates CEO and Chairman roles, with Bennett providing independent Board leadership as Lead Director .
- Attendance and engagement: Each director attended at least 75% of FY25 Board/committee meetings; Board met five times; committee meetings in FY25—Audit & Finance: 12; Corporate Governance: 5; Compensation: 6; Executive: 2 .
- Governance policies: Director stock ownership guidelines (≥5x annual retainer within 5 years) and prohibitions on hedging/pledging apply; as of April 15, 2025 all directors were in compliance .
Fixed Compensation
| Component (Non-Employee Director) | FY25 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Applies to all non-employee directors |
| Lead Director cash retainer | $65,000 | Additional for Lead Director |
| Annual deferred stock awards (target total) | $200,000 | Two awards of $100,000 each; deferred share units with dividend equivalents |
| Director | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Alan M. Bennett (Lead Director) | $175,000 | $200,000 | $375,000 |
| — breakdown: $110,000 + $65,000 (Lead) | — | — | — |
- Structure: One deferred stock award vests immediately (payable after separation or change of control); the second vests at the next annual meeting or forfeits if service ends before vesting (re-deferral options permitted in limited cases) .
Performance Compensation
- TJX does not use performance-based metrics for director compensation; equity is delivered as deferred stock awards with time-based vesting and deferred settlement mechanics (with dividend equivalents) . No incentive metrics, targets, or payouts apply to director pay.
| Outstanding Stock Awards (Bennett) | As of Feb 1, 2025 |
|---|---|
| Deferred/RSU awards outstanding (#) | 119,775 |
Other Directorships & Interlocks
| Aspect | Detail |
|---|---|
| Public boards | Halliburton Company (Director since 2006), Fluor Corporation (Director since 2011) |
| Time commitment policy | Not more than three public boards in addition to TJX; CEOs limited to one additional board. Bennett’s two outside boards are within TJX policy . |
| Audit committee limits | Audit & Finance members may serve on no more than two other public company audit committees; Bennett is not listed as an Audit & Finance member, so this limit does not apply to him . |
| Related-party transactions | No Bennett-related transactions disclosed; Corporate Governance Committee oversees any related-person transactions |
Expertise & Qualifications
- Financial and accounting expertise: CFO-level experience, capital structure, taxes, internal controls, reporting .
- Leadership/risk management: Senior roles at H&R Block and Aetna; governance across complex financial enterprises .
- Strategic planning: Experience guiding large businesses through change and performance management .
Equity Ownership
| Metric | Value | As-of / Notes |
|---|---|---|
| Beneficial ownership (shares) | 121,221 | April 15, 2025 |
| Vested deferred shares included | 120,265 | Vested DSUs counted in beneficial ownership |
| Unvested deferred shares scheduled to vest within 60 days | 956 | Standard for each non-employee director |
| Ownership as % of outstanding shares | Less than 1% | Company disclosure for each director |
| Hedging/pledging | Prohibited | Insider Trading Policy |
| Stock ownership guideline status | In compliance | All directors as of April 15, 2025 |
Insider Trades
| Date | Transaction | Shares | Price | Value | Post-transaction note |
|---|---|---|---|---|---|
| Feb 27, 2025 | Sale (Form 4) | 8,000 | $123.53 | $988,254 | Reported zero direct shares after this sale; beneficial ownership in proxy largely comprises vested deferred shares |
| Jun 10, 2025 (filed Jun 12) | Form 4 filed (details available via TJX investor site) | — | — | — | Administrative reporting of changes in beneficial ownership |
Note: Proxy beneficial ownership reflects vested deferred share holdings and rights under director equity programs as of April 15, 2025 .
Governance Assessment
- Strengths: Independent Lead Director with robust responsibilities and consistent engagement (agenda control, executive sessions, committee attendance, liaison role), supporting board effectiveness and oversight . Compliance with director ownership guidelines and prohibition on hedging/pledging enhances alignment with shareholders . No Bennett-specific related-party transactions disclosed, lowering conflict risk .
- Compensation alignment: Director pay mix balances cash retainer and deferred equity, with Lead Director supplement; structure promotes long-term alignment via deferred settlement and dividend equivalents, and no performance gaming risk for directors .
- Potential risk signals: Multiple outside boards raise time-commitment questions but remain within TJX’s formal limits; regular evaluation and Lead Director’s active role mitigate overboarding concerns . Insider sale reduced direct holdings; however, proxy shows substantial vested deferred share ownership—monitor for continued alignment and future transactions .
- Attendance: All directors met the 75% attendance expectation; Board met five times and committees were active, supporting oversight cadence .
Overall, Bennett’s independence, financial expertise, and active Lead Director role support investor confidence; no material conflicts or red flags are disclosed in TJX’s latest proxy. Continuous monitoring of insider transactions and external commitments remains prudent.