Charles Wagner Jr.
TJX COMPANIES INC /DE/About Charles F. Wagner, Jr.
Charles F. Wagner, Jr., age 57, is an independent director of The TJX Companies, Inc., serving since 2023 and a member of the Audit and Finance Committee . He is Executive Vice President and Chief Financial Officer of Vertex Pharmaceuticals (2019–present) and was appointed Chief Operating Officer of Vertex effective July 1, 2025, bringing deep finance, internal controls, IT/systems, compliance, and risk management expertise that the TJX Board explicitly values for strategy and oversight . The Board has determined Wagner is an “audit committee financial expert” under SEC rules, underscoring his financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ortho Clinical Diagnostics | EVP, Finance & Chief Financial Officer | 2015–2019 | Senior financial leadership, capital structure, controls, and reporting |
| Bruker Corporation | EVP, Finance & Administration & CFO | 2012–2015 | Oversight of finance and administration, internal controls, IT/systems |
| Progress Software | EVP, Finance & Administration & CFO | 2010–2012 | Corporate operations oversight, strategy and controls |
| Millipore Corporation | Vice President & Chief Financial Officer | 2002–2010 | Financial management, internal audit/controls |
| Bain & Company; Coopers & Lybrand | Senior financial roles | 1990–2002 | Advisory and accounting foundations supporting risk, compliance, and strategy |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Vertex Pharmaceuticals, Inc. | EVP & CFO; COO (effective July 1, 2025) | Current | Oversees accounting, finance, internal audit, IR, business development, security/facilities; COO appointment effective 7/1/2025 |
| Other public company boards | — | None disclosed | TJX proxy does not disclose other public company directorships for Wagner |
Board Governance
- Independence: The Board unanimously determined Wagner is independent under NYSE and TJX standards; no relationships implicated independence .
- Committee assignments: Audit & Finance Committee member; Committee chaired by Amy B. Lane; other members include Berkery, Ching, and Goodwin .
- Financial expert: Board determined Wagner is an audit committee financial expert (SEC definition) .
- Attendance: Each TJX director attended at least 75% of FY25 Board and applicable Committee meetings; full Board met 5 times; Audit & Finance met 12 times .
- Lead Independent Director: Alan M. Bennett serves as Lead Director; duties include agenda approval, executive sessions, and liaison with management .
- Governance practices: Prohibitions on hedging and pledging for directors; robust stock ownership guidelines and annual evaluations .
Fixed Compensation (Director)
| Component | FY25 Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $110,000 | Standard retainer per policy |
| Committee chair/lead fees applicable to Wagner | $0 | Not a chair/lead; chair fee levels: Audit & Finance Chair $30k; IT Subcommittee Chair $25k; Compensation Chair $25k; Corporate Governance Chair $20k; Lead Director $65k |
| Fees earned/pd in cash (Wagner) | $110,000 | FY25 individual table |
Performance Compensation (Director Equity)
| Equity Element | FY25 Grant Value | Structure & Vesting | Outstanding/Unvested |
|---|---|---|---|
| Deferred stock awards (2 awards) | $200,000 total | Two grants of $100,000 each; one vests immediately and pays in stock at separation or CoC; second vests at next Annual Meeting (earlier on certain CoC/qualifying termination), payable at vest or aligned with first award if elected | |
| Stock awards (Wagner) | $200,000 | Grant-date fair value per ASC 718; valued at closing price on grant date | |
| Outstanding stock awards (Wagner) | 3,351 shares | As of Feb 1, 2025; includes 945 unvested deferred shares scheduled to vest the day before 2025 Annual Meeting | |
| Deferred compensation election | Elected | Wagner has amounts deferred under the ESP; no matching credits for directors |
No director performance metrics (e.g., revenue, TSR) apply to director equity; awards are time-based deferred stock intended to align with shareholders .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | TJX proxy does not disclose other public company directorships for Wagner; independence affirmed and no related relationships implicated . |
Expertise & Qualifications
- Senior finance operator and risk/controls leader: Long-tenured CFO/EVP across multiple public companies; scope includes internal audit, IT/systems, risk, and strategy execution .
- Audit committee financial expert: Enhances Board’s financial reporting oversight and internal control rigor .
- Industry breadth: Experience spans life sciences, software, instrumentation, and diagnostics; contributes to cross-industry best practices in compliance and governance .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (as of Apr 15, 2025) | 3,391 shares | Less than 1% of O/S; includes vested deferred shares |
| Vested deferred shares (included above) | 2,435 shares | Vested deferred shares with accumulated dividends estimate |
| Scheduled to vest within 60 days (director standard) | 956 shares | Applies to each non-employee director as of Apr 15, 2025 |
| Outstanding stock awards | 3,351 shares | As of Feb 1, 2025 |
| Stock ownership guidelines | ≥ 5x annual retainer within 5 years | All directors and executive officers were in compliance as of Apr 15, 2025; overseen by Corporate Governance Committee |
| Hedging/pledging | Prohibited for directors | Governance policy prohibits hedging and pledging by directors and designated Associates |
Governance Assessment
- Strengths: Independent status, Audit & Finance membership, and SEC-designated financial expert credentials support effective oversight of financial reporting, ERM, and cybersecurity/data privacy risks overseen by the committee . Director pay mix emphasizes equity ($200k equity vs $110k cash), aligning incentives with shareholders; ownership guidelines (≥5x retainer in 5 years) further reinforce alignment and compliance is reported across the Board .
- Engagement: Minimum attendance threshold met; Audit & Finance Committee met 12 times in FY25, indicating an active oversight cadence; Lead Director structure and executive sessions bolster independent oversight .
- Conflicts/related-party exposure: Board’s independence review found no relationships implicating independence for Wagner; related-person transactions disclosed in FY25 did not involve him .
- Watch items: Concurrent expansion of responsibilities at Vertex (COO effective July 1, 2025) may increase external time demands; TJX’s Corporate Governance Principles include time-commitment criteria aligned with institutional guidelines to mitigate overboarding/time-cap risks .
Appendix: Committee Scope Reference (Audit & Finance)
- Oversight includes financial statements, internal controls, auditor selection/compensation, compliance and ethics programs, enterprise risk management, cybersecurity/data privacy, financing/capital structure/tax, dividends/buybacks, cash investments/FX/hedging policies, and pension plans; four of five members qualify as audit committee financial experts (including Wagner) .