Alicia Kelly
TJX COMPANIES INC /DE/About Alicia Kelly
Executive Vice President, General Counsel, and Corporate Secretary of The TJX Companies, Inc.; signatory on multiple SEC filings in her officer capacity . Career background: partner at Choate, Hall & Stewart (1995–2000), joined TJX in corporate legal in 2000, and has served as EVP, General Counsel & Corporate Secretary since at least 2017; education includes a BA from Brown University and JD from Cornell Law School . TJX’s FY25 performance context: net sales $56.4B (+4% YoY), diluted EPS $4.26, operating cash flow $6.1B, FY25 TSR 29.7% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Choate, Hall & Stewart LLP | Partner | 1995–2000 | N/A (not disclosed) |
| The TJX Companies, Inc. | Corporate Legal | 2000–present | N/A (not disclosed) |
| The TJX Companies, Inc. | EVP, General Counsel & Corporate Secretary | 2017–present | N/A (not disclosed) |
External Roles
| Organization | Role/Recognition | Year(s) |
|---|---|---|
| The Legal 500 GC Powerlist (United States) | Recognized GC | 2019 |
Fixed Compensation
- Not individually disclosed in TJX’s Summary Compensation Table (NEOs only: CEO, CFO, Executive Chairman, SEVPs) .
Performance Compensation
TJX’s executive incentive architecture (applies company‑wide to executive officers): annual cash (MIP) based 100% on Incentive Pre‑Tax Income; long‑term incentives via PSUs (Incentive EPS growth with ROIC modifier), RSUs (time-based vest), and LRPIP (multi-year Incentive Pre‑Tax Income); payout caps at 200% with objective goals .
| Metric | Goal Structure | Threshold | Target | Maximum | Actual/Outcome | Payout |
|---|---|---|---|---|---|---|
| FY25 MIP Incentive Pre‑Tax Income ($000s) | Annual, 100% Pre‑Tax Income | $5,483,452 | $6,580,143 | $7,402,661 | $7,007,747 | 152.0% of target |
| FY23–25 PSUs (Incentive EPS, CAGR vs FY22 baseline) | 3‑yr Incentive EPS; ROIC downward-only modifier | $3.32 EPS (85% of target) | $3.90 EPS (100%, 8.8% CAGR) | $4.57 EPS (117%) | $4.27 EPS (109.5%, 12.1% CAGR) | 155.9% of target; no ROIC reduction |
| FY23–25 PSU ROIC Modifier (3‑yr avg) | Downward-only if below target | ≤21% (reduce by 20%) | >21% (no modification) | N/A | 31.7% (no modification) | No reduction |
| FY25 RSUs (time-based) | Service vesting | N/A | Full vest after ~3 years | N/A | FY25 grants scheduled to vest in FY28 (Apr 2027) | N/A |
| FY23–25 LRPIP Incentive Pre‑Tax Income ($000s) | 3‑yr cumulative; cap 200%; threshold 60% | $6,165,412 | $18,496,236 | $30,827,061 | $19,081,205 | 104.7% of target |
Notes:
- TJX defines Incentive EPS/Pre‑Tax Income/ROIC with pre‑established adjustments (FX rates, share count, tax rates, accounting changes, M&A) to align incentives with operational evaluation .
Equity Ownership & Alignment
- Stock ownership guidelines apply to executive officers; CEO/Executive Chairman at 6x salary; CFO and each SEVP at 3x salary; executives must retain at least 50% of net shares until compliant; as of April 15, 2025, all executive officers were in compliance .
- Hedging and pledging of TJX stock are prohibited for directors, executive officers, and designated associates; TJX also maintains an Insider Trading Policy and Pre‑Clearance Trading Policy .
- Pre‑clearance officers for insider transactions include the CFO, General Counsel, and Corporate Treasurer; transactions must be cleared in advance unless under a valid 10b5‑1 plan .
- Beneficial ownership table lists directors and NEOs; Alicia Kelly’s individual share count is not itemized; “all directors and executive officers as a group” held 1,441,885 shares as of April 15, 2025 (<1% of outstanding) .
Employment Terms
- Severance and change‑of‑control: TJX maintains an Executive Severance Plan (2018) for NEOs with employment agreements (closed to new entrants) and a 2022 Executive Severance & Change of Control Plan for newly‑promoted executives (e.g., CFO); NEOs are subject to post‑employment non‑competition and non‑solicitation covenants .
- Clawback: Dodd‑Frank compliant clawback policy for erroneously‑awarded incentive compensation after restatements, plus additional recoupment/forfeiture mechanisms for detrimental conduct and covenant breaches .
- Insider trading controls: Global Insider Trading Policy and pre‑clearance regime; bans on hedging/pledging; trading windows and MNPI safeguards .
Performance & Track Record
- FY25 shareholder value creation: 29.7% TSR; $4.1B returned via dividends and repurchases; market cap rose to $139.7B from $110.5B YoY .
- Business execution: net sales $56.4B; diluted EPS $4.26; strong operating cash flow ($6.1B); 131 net new stores; milestone 5,000th store opened .
- As EVP, GC & Corporate Secretary, Alicia Kelly is the filing signatory for key 8‑Ks and corporate agreements extensions (e.g., CEO and Executive Chairman employment terms) .
Governance & Compliance Signals
- Attorney‑in‑fact appointments: multiple insiders appoint Alicia Kelly (and others) to sign Forms 3/4/5 and 144, evidencing oversight of Section 16 compliance .
- Board and committee governance structure, risk oversight, and compensation program design detailed in the proxy (independent Compensation Committee; objective performance metrics; capped payouts) .
Investment Implications
- Alignment: Executive incentive plans are tightly linked to objective financial outcomes (Pre‑Tax Income, EPS growth, ROIC), and clawback plus hedging/pledging prohibitions strengthen alignment; executive officers (including GC) reported compliant with ownership guidelines, reducing misalignment risk .
- Selling pressure: Mandatory pre‑clearance for insiders, trading windows, and no pledging policy mitigate near‑term insider selling overhang and leverage‑related forced sales risk .
- Retention: Long‑tenured legal leadership (at TJX since 2000) with recognized GC credentials supports continuity; severance/non‑compete frameworks reduce transition risk and discourage opportunistic moves, though Alicia‑specific severance terms were not disclosed .
- Program rigor: Above‑target FY25 and FY23–25 payouts reflect strong underlying performance; continued emphasis on long‑term equity/cash incentives and capped payouts reduces pay‑for‑performance drift risk .
Disclosure notes: Alicia Kelly’s individual compensation, equity grants, and ownership amounts are not itemized in TJX’s Summary Compensation Table or beneficial ownership table; program details and outcomes above reflect company‑wide executive structures and NEO disclosures. Where background details are from third‑party profiles, full URLs are provided.