Carol Meyrowitz
TJX COMPANIES INC /DE/About Carol Meyrowitz
Executive Chairman of TJX, Director since 2006; previously Chairman (2015–2016) and CEO (2007–2016). Age 71 as of the 2025 proxy; decades of off-price retail leadership across merchandising, strategy, supply chain, marketing, real estate, finance, and international operations . FY25 was a strong year for TJX: sales surpassed $56B, comparable store sales grew 4%, pre-tax profit reached $6.5B, and diluted EPS was $4.26; over the periods shown in the pay-versus-performance table, cumulative TSR increased and outperformed the Dow Jones U.S. Apparel Retailers Index, aligning long-term equity incentives with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TJX | Executive Chairman of the Board | 2016–present | Active senior executive; key resource in merchandising, marketing, internal training; drives long-term strategy and growth . |
| TJX | Chairman of the Board | 2015–2016 | Board leadership during CEO transition . |
| TJX | Chief Executive Officer | 2007–2016 | Led global off-price expansion and execution across divisions . |
| TJX | President | 2005–2011 | Oversaw corporate strategy and operations . |
| TJX/Marmaxx | Senior EVP; President, Marmaxx; EVP, TJX | 2001–2005 | Led merchandising/operations in major divisions . |
| TJX divisions (Marmaxx, Chadwick’s, Hit or Miss) | Senior management and merchandising roles | 1983–2001 | Built core off-price merchandising capabilities . |
External Roles
No external public company directorships disclosed for Meyrowitz in the 2025 proxy .
Board Governance (Service history, committees, dual-role implications)
- Board service: Director since 2006; current Executive Chairman; Chair of the Executive Committee; Board met five times in FY25, and each director attended at least 75% of meetings; independent directors hold executive sessions and a Lead Independent Director (Alan Bennett) provides independent Board leadership .
- Leadership structure and independence: TJX separates CEO and Chairman roles; as Executive Chairman, Meyrowitz is not independent, mitigated by an elected independent Lead Director with defined responsibilities (agendas, executive sessions, liaison duties) .
- Committee landscape: Four standing committees (Audit & Finance, Compensation, Corporate Governance, Executive). All except Executive are fully independent; Meyrowitz chairs the Executive Committee .
- Majority voting and resignation policy: Uncontested elections require majority vote; incumbent nominees provide contingent resignations if they fail majority support .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 1,040,000 | 1,060,000 | 1,040,000 |
| All Other Compensation ($) | 43,208 | 46,550 | 46,424 |
| Notes | — | — | FY26 minimum base rises to $1,100,000 per amended employment agreement |
Perquisites typically include automobile allowance, executive health assessment, financial/tax planning reimbursement, home security, and management life insurance (no tax gross-ups) .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vest/Pay Timing |
|---|---|---|---|---|---|---|
| FY25 MIP (annual cash) | Incentive Pre-Tax Income | 100% | Not disclosed | Above target | 152.0% of target | Paid calendar 2025 |
| FY23–25 LRPIP (long-term cash) | Cumulative Incentive Pre-Tax Income | 100% | Not disclosed | Above target | 104.7% of target | Paid calendar 2025 |
| FY23–25 PSUs – Primary | Incentive EPS CAGR | Primary metric | $3.90 = 8.8% CAGR over FY22 baseline ($3.03) | $4.27 = 12.1% CAGR | 155.9% of target | Vested on 3/31/2025 |
| FY23–25 PSUs – Modifier | Incentive ROIC (3-yr avg) | Downward-only modifier | >21% | 31.7% (no reduction) | No modification | Vested on 3/31/2025 |
| FY25 Equity Grants | PSUs (FY25–27); RSUs | Mix set per agreement | PSUs target: 30,160; RSUs: 20,107 (4/2/2024) | N/A (in-cycle) | Grant date FV: $3,000,015 (PSUs), $2,000,043 (RSUs) | RSU service vest: 4/10/2027; PSUs vest at cycle end |
Additional detail: FY25 actual MIP/LRPIP amounts for Meyrowitz were $2,371,200 (MIP) and $1,088,880 (LRPIP); total non-equity incentive $3,460,080 . FY25 equity value granted: $5,000,058 . Completed PSU cycle results and payouts set by the Compensation Committee on March 31, 2025 .
Compensation (Multi-Year Summary)
| Metric | FY 2023 | FY 2024 | FY 2025 | |---|---|---:|---:|---:| | Salary ($) | 1,040,000 | 1,060,000 | 1,040,000 | | Stock Awards ($) | 5,000,114 | 5,000,062 | 5,000,058 | | Non-Equity Incentive ($) | 3,790,800 | 4,041,970 | 3,460,080 | | Change in Pension/Deferred ($) | 457,870 | 1,238,589 | 1,652,305 | | All Other Compensation ($) | 43,208 | 46,550 | 46,424 | | Total ($) | 10,331,992 | 11,387,171 | 11,198,868 |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 156,343 shares as of April 15, 2025; <1% of shares outstanding . |
| Vested rights to delivery (within 60 days) | 8,368 shares (vested stock awards eligible for delivery) . |
| Outstanding Unvested Stock Awards | 152,733 shares; market value $19,059,551 at $124.79 close on 1/31/2025 . |
| Outstanding Unearned PSUs | 139,050 shares at maximum assumptions; market/payout value $17,352,050 . |
| Scheduled Vesting (as of 2/1/2025) | FY23–25 PSUs: 75,437 on 3/31/2025; RSUs: 31,325 (4/10/2025), 25,864 (4/10/2026), 20,107 (4/10/2027) . |
| FY25 Vesting Activity | Shares acquired on vesting: 103,207; value realized $10,171,193; 847 shares withheld from RSUs for taxes under retirement vesting . |
| Ownership Guidelines | Executive Chairman must hold ≥6x salary; counted shares include owned, RSUs, and PSUs at 25% threshold; in compliance as of 4/15/2025 . |
| Hedging/Pledging | Prohibited for directors and executive officers . |
Employment Terms
- Agreement term: Extended in Jan 2025; runs to Jan 29, 2028. Minimum annual base salary $1,100,000 beginning FY26; specified annual stock award mix (PSUs with 3-year performance and RSUs); eligibility for continued vesting of certain equity/long-term cash awards if providing Board-approved services post-retirement .
- Severance (termination other than for cause or constructive termination): 24 months salary and auto allowance; after-tax cash to cover COBRA; pro-rated MIP/LRPIP subject to goal achievement; equity per award terms; salary continuation for Meyrowitz based on FY16 rate; constructive termination includes removal or failure to be nominated/reelected to Board or as Chairman .
- Change-of-control economics:
- On change of control: settlement at target of open MIP/LRPIP cycles and equity plan benefits per SIP; legal fee reimbursement for enforcement .
- Double-trigger (CoC followed by qualifying termination): lump sum 2x base + auto + target MIP; two years health/life coverage; equity benefits per SIP; no excise tax gross-ups; payments reduced if beneficial after tax .
- Restrictive covenants: Non-compete and non-solicit for 24 months post-employment (Meyrowitz covered under 2018 plan/agreements); confidentiality continuing; covenant not to compete waived following a change of control termination .
- Retirement eligibility: Special service retirement benefits allow continued PSU vesting (subject to performance) and RSU settlement (prorated if applicable); no automatic full acceleration except in CoC non-assumption or qualifying termination scenarios .
- Pension/SERP: Present value of accumulated primary SERP benefit $43,509,484; Retirement Plan $959,689; credited service 38 years (Retirement Plan) and max 20 years (primary SERP) .
- Deferred compensation balances: GDCP $775,628; ESP $7,580,180; FY25 aggregate ESP earnings for Meyrowitz $1,001,287 .
Potential Payments (Estimated as of 2/1/2025)
| Scenario | Total ($) | Components (selected) |
|---|---|---|
| Death/Disability | 15,585,242 | Severance $3,150,000; MIP/LRPIP $1,040,000; Equity $11,247,476; Other benefits $147,766 . |
| Retirement/Voluntary Termination | 12,287,476 | LRPIP $1,040,000; Equity $11,247,476 . |
| Termination Without Cause/Constructive Termination | 15,585,242 | Severance $3,150,000; MIP/LRPIP $1,040,000; Equity $11,247,476; Other $147,766 . |
| Change of Control (standing employment) | 9,620,730 | MIP/LRPIP settlement $2,080,000; Equity $7,540,730 . |
| CoC + Qualifying Termination (Double-trigger) | 27,153,395 | Change of control benefits $9,620,730; Equity $11,111,616; Severance $6,270,000; Other $151,049 . |
Compensation Committee & Peer Group; Say-on-Pay; Clawbacks
- Committee oversight: Independent Compensation Committee uses Pearl Meyer as independent consultant; conducts pay-for-performance, market checks, risk assessments, and shareholder outreach; Pearl Meyer found independent with no conflicts .
- FY25 peer group (17 consumer companies): Best Buy, Home Depot, Lowe’s, Mondelez, Procter & Gamble, Target, Coca-Cola, Kimberly-Clark, Macy’s, Nike, Ross Stores, Walmart, Estée Lauder, Kohl’s, McDonald’s, PepsiCo, Starbucks; changes from prior year removed Nordstrom and VF Corp, added Mondelez and Walmart. TJX positioning: ~71st percentile revenue, 53rd percentile market cap, 82nd percentile employees .
- Say-on-Pay history: 94% support (2023), 91% support (2024) .
- Clawback: Dodd-Frank compliant recovery policy for erroneously-awarded incentive comp on restatement; additional forfeiture/recoupment mechanisms (e.g., detrimental conduct) .
Related Party Transactions (Screening and red flags)
- Corporate Governance Committee oversees related party transactions with categorical standards and formal screening; disclosed compensation for certain family members of executives, including an adult child of Ms. Meyrowitz ($307,484); Committee approved and deemed consistent with similarly situated Associates .
Risk Indicators & Red Flags
- Alignment-friendly policies: No hedging/pledging; no excise tax gross-ups; no single-trigger severance; no automatic full acceleration of equity awards upon change of control; Dodd-Frank clawbacks; ownership guidelines in compliance .
- Insider selling pressure: Regular RSU and PSU vesting dates (late March and mid-April) could lead to periodic share deliveries and tax withholding; 847 shares withheld from Meyrowitz’s RSUs in FY25 for taxes tied to retirement vesting .
- Compensation risk assessment: Committee determined policies/practices are not reasonably likely to have a material adverse effect on TJX .
Director Compensation (for context)
Employee directors (e.g., Executive Chairman) do not receive separate director pay; non-employee directors receive an annual cash retainer of $110,000 plus deferred stock awards totaling $200,000, with additional chair/lead director retainers (e.g., $65,000 for Lead Director) .
Investment Implications
- Alignment and retention: High equity emphasis (RSUs/PSUs) and stringent stock ownership rules (≥6x salary) plus clawbacks and non-compete (24 months) support strong alignment and lower agency risk; extended contract to 2028 reduces near-term transition risk .
- Vesting schedule and liquidity: Concentrated vesting around March–April, tax-related withholdings, and no hedging/pledging suggest any selling is likely limited to tax/financial planning rather than broad discretionary liquidation—reducing adverse signaling .
- Change-of-control economics: Double-trigger design without tax gross-ups is shareholder-friendly; significant potential payouts exist but are conditioned and prorated, mitigating windfall concerns while preserving retention in strategic events .
- Pension/legacy obligations: Large primary SERP value ($43.5M PV) is notable; though typical for long-tenured retail executives, it elevates total compensation and post-retirement obligations—watch for rate sensitivity and any future benefit design changes .
- Governance quality: Separation of CEO/Chair roles, robust independent lead director, majority independent board, strong say-on-pay support, and disciplined compensation metrics (pre-tax income, EPS CAGR with ROIC modifier) are positives for execution and capital discipline .