Amy Lane
TJX COMPANIES INC /DE/About Amy Lane
Amy B. Lane, 72, has served on TJX’s Board since 2005 and is the Chair of the Audit and Finance Committee and a member of the Executive Committee. She previously led global retail investment banking at Merrill Lynch and founded Salomon Brothers’ retail industry investment banking unit, bringing deep finance, capital markets, and strategic transaction expertise to TJX. The Board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch & Co., Inc. | Managing Director; Group Leader, Global Retailing Investment Banking | 1997–2002 | Led global retail IB; experience in capital structure, acquisitions/divestitures |
| Salomon Brothers | Managing Director; Founder/Leader, Retail Industry Investment Banking | 1989–1996 | Founded retail IB unit; finance/accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NextEra Energy, Inc. | Director | 2015–present | Public company board |
| FedEx Corporation | Director | 2022–present | Public company board |
| Urban Edge Properties | Trustee (public company) | 2015–2022 | Former role |
| GNC Holdings, Inc. | Director | 2011–2020 | Former role |
Board Governance
- Committee assignments: Audit and Finance Committee Chair; Executive Committee member .
- Independence: Determined independent by the Board; 8/10 nominees independent in FY25 .
- Attendance/engagement: Each director attended at least 75% of Board and relevant Committee meetings; Board met 5 times; Audit and Finance met 12 times; Compensation met 6; Corporate Governance met 5; Executive met 2 .
- Audit expertise: Four of five Audit and Finance Committee members, including Lane, are “audit committee financial experts” under SEC rules .
- Oversight scope: Audit and Finance responsibilities include financial reporting oversight, internal controls, auditor selection/compensation, enterprise risk management, and approval of dividend/repurchase programs . Executive Committee can act for the Board between meetings .
- Governance policies: Director stock ownership guidelines; hedging/pledging prohibitions; robust evaluation and lead independent director role .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | $110,000 |
| Additional cash retainer – Audit & Finance Chair | $40,000 | $30,000 |
| Additional cash retainer – Lead Director | $70,000 | $65,000 |
| Amy Lane – Fees Earned/Paid in Cash | $138,242 | $140,000 |
Notes:
- TJX removed committee member cash retainers effective FY25 and adjusted chair/lead fees; deferred stock awards target increased to $200,000 in FY25 based on market review by Pearl Meyer .
Performance Compensation
| Component | FY2024 | FY2025 | Vesting/Terms |
|---|---|---|---|
| Annual deferred stock awards (total target) | $185,000 | $200,000 | Two awards; one vests immediately, payable at separation/change of control; second vests at next annual meeting; dividends deferred in stock; re-deferral permitted in limited cases |
| Unvested deferred shares scheduled to vest (per director) | 1,176 (FY24 end) | 945 (FY25 end) | Vests day before Annual Meeting |
Form 4 award detail (illustrative recent grants):
| Date (Transaction) | Type | Quantity | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025-06-10 | Deferred Stock Units (Award) | 957.88 | $0.00 | 79,642.24 | |
| 2025-06-10 | Deferred Stock Units (Award) | 793.40 | $0.00 | 78,684.36 | |
| 2024-06-04 | Deferred Stock Units (Award) | 984.77 | $0.00 | 77,890.96 | |
| 2024-06-04 | Deferred Stock Units (Award) | 944.55 | $0.00 | 76,906.19 | |
| 2023-06-06 | Deferred Stock Units (Award) | 1,139.75 | $0.00 | 75,961.64 |
Directors’ equity awards are time-based (no performance metrics), aligning interests via ownership and long-term horizons .
Other Directorships & Interlocks
- Current boards: NextEra Energy (energy utility) and FedEx (global logistics) .
- Potential interlocks: FedEx is a logistics company; TJX has substantial distribution/logistics operations. TJX’s Corporate Governance Committee oversees conflicts/related-party transactions; no Lane-related transactions disclosed in FY25 .
Expertise & Qualifications
- Core skills: finance/accounting, capital markets, capital structure, strategic acquisitions/divestitures, organizational leadership, strategic planning; retail industry transaction expertise .
Equity Ownership
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Beneficial ownership (shares) | 121,595 | 125,279 | 125,718 |
| Shared voting/dispositive power with spouse | 440 | 440 | 440 |
| Vested deferred shares included (est.) | 93,084 | 95,576 | 97,560 |
| Deferred shares scheduled to vest within 60 days | 1,540 (per director) | 1,193 (per director) | 956 (per director) |
| Ownership as % of outstanding shares | <1% (individual) | <1% (individual) | <1% (individual) |
Stock ownership alignment:
- Director guidelines: at least 5x annual retainer within five years; all directors and executive officers in compliance as of April 15, 2025 .
- Hedging/pledging: prohibited for directors and executive officers .
Insider Trades (Recent)
| Date (Filing) | Transaction Date | Type | Quantity | Price | Post-Transaction Ownership | Security | Source |
|---|---|---|---|---|---|---|---|
| 2025-06-12 | 2025-06-10 | Sale | 950 | $128.0932 | 22,712 | Common Stock | |
| 2024-12-02 | 2024-11-27 | Sale | 1,000 | $126.9250 | 23,662 | Common Stock | |
| 2024-03-08 | 2024-03-06 | Gift (Disposition) | 3,100 | $0.00 | 24,970 | Common Stock | |
| 2024-06-06 | 2024-06-04 | Award | 984.77 | $0.00 | 77,890.96 | Deferred Stock Units | |
| 2023-06-08 | 2023-06-06 | Award | 1,139.75 | $0.00 | 75,961.64 | Deferred Stock Units |
Observation: Transactions are consistent with routine annual DSU grants and modest open-market sales/gifts; no pledging/hedging is permitted under company policy .
Governance Assessment
- Strengths: Independent status; long-tenured audit leadership; recognized audit financial expertise; robust meeting cadence and enterprise risk oversight; compliance with ownership guidelines; hedging/pledging prohibited; strong director compensation structure balancing cash and equity .
- Compensation mix: FY25 total of $340,000 comprised of $140,000 cash and $200,000 deferred stock awards (~41% cash / ~59% equity), supporting alignment through long-term equity holdings .
- Conflicts/related parties: Corporate Governance Committee reviews related-person transactions; FY25 disclosures list several employment relationships involving relatives of other executives but none involving Lane; no conflicts flagged for Lane .
- Engagement: At least 75% attendance; Audit and Finance met 12 times, reflecting substantial oversight activity during FY25 .
- Potential watch items: Long tenure (since 2005) may warrant periodic refreshment consideration; Board discloses ongoing refreshment and annual evaluations to address effectiveness and future skills needs .
RED FLAGS: None disclosed for Lane in FY25 related-party transactions, hedging/pledging, attendance, or pay anomalies .