David Ching
TJX COMPANIES INC /DE/About David T. Ching
Independent director at TJX since 2007; age 72 in the 2025 proxy. Chair of the IT Subcommittee of the Audit & Finance Committee; member of the Audit & Finance and Corporate Governance Committees; designated an SEC “audit committee financial expert.” Background includes SVP & CIO at Safeway (1994–2013), General Manager at British American Consulting Group (1994), and senior information systems roles at Lucky Stores (1979–1993); currently a consultant at DTC Associates LLC (since 2013). Determined independent by the Board; each director attended at least 75% of FY25 meetings; directors subject to hedging/pledging prohibitions and stock ownership guidelines (5× annual retainer within five years), with all directors in compliance as of April 15, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Safeway Inc. | Senior Vice President & Chief Information Officer | 1994–Jan 2013 | Led enterprise IT; experience in information security, controls, implementation, reporting, and distribution in retail |
| British American Consulting Group | General Manager | 1994 | Software/consulting for distribution and retail industries |
| Lucky Stores (American Stores Company) | Senior VP, Information Systems | 1979–1993 | Senior IT management in retail operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DTC Associates LLC | Consultant | 2013–present | Management consulting and technology services |
| Other public company boards | — | — | None disclosed for Ching in TJX proxies |
Board Governance
- Committee assignments: Audit & Finance (member), Corporate Governance (member), Chair of the IT Subcommittee of Audit & Finance; four members (including Ching) designated “audit committee financial experts.”
- Independence: Board unanimously determined Ching is independent (along with other non-employee directors).
- Attendance and engagement: Each director attended at least 75% of all FY25 Board and Committee meetings; full Board met five times; Audit & Finance met 12; Corporate Governance 5; Compensation 6; Executive 2.
- Risk oversight: Audit & Finance reviews information systems, information security, data privacy, and cybersecurity risks, among broader financial and compliance oversight.
- Shareholder mandate: Re-elected June 10, 2025 with 883,785,665 For, 59,217,815 Against, 988,428 Abstentions; broker non-votes 60,053,980.
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash (Director-level, Ching) | $149,000 | $135,000 |
| Annual Cash Retainer (policy) | $100,000 | Increased to $110,000; committee member retainers eliminated; chair/Lead Director retainers adjusted (policy change effective start of FY25) |
| Committee Chair Fees (policy) | Audit & Finance Chair: $40,000; IT Subcommittee Chair: $26,000 (FY24 structure) | Chair retainers adjusted for FY25 per Pearl Meyer advice (no member fees) |
Notes: Directors may defer retainers under the ESP; no matching credits; amounts notionally invested; distributions per plan rules.
Performance Compensation
| Element | FY2024 | FY2025 |
|---|---|---|
| Annual Deferred Stock Awards (target grant-date fair value) | $185,000; two awards under SIP, one vests immediately (paid upon departure or per deferral election), one vests before next annual meeting (subject to change-of-control terms); forfeiture if service ends before vesting | $200,000 target for awards as of 2024 Annual Meeting; same vesting framework |
| Outstanding Stock Awards (as of fiscal year-end) | 70,443 shares (incl. 1,176 unvested deferred shares slated to vest before 2024 Annual Meeting) | 72,054 shares (incl. 945 unvested deferred shares slated to vest before 2025 Annual Meeting) |
| DSU Transactions (Form 4) | 06/06/2024: DSUs granted equal to aggregate dividends on prior awards under SIP (value-based entry) | 06/10/2025: DSU awards recorded—793.4 (annual $100k), 767.56 (annual vest-next-meeting), 793.4 (additional annual $100k), 118.53 (dividend DSUs); delivery of 957 DSUs from prior award; mechanics under SIP detailed in footnotes |
No options or performance metrics are used for non-employee director compensation; equity is time-based deferred stock awards.
Other Directorships & Interlocks
- Current public company boards: None disclosed for Ching.
- Time commitment policy: Directors should not serve on more than three public company boards in addition to TJX; audit committee members limited to two other audit committees.
- Interlocks/conflicts: No related-party transactions disclosed involving Ching; Corporate Governance Committee oversees and approves related-person transactions.
Expertise & Qualifications
- Retail IT and cybersecurity: Extensive experience as CIO and senior IT leader in retail, with expertise in information systems, security, internal controls, technology implementation, reporting, and supply chain distribution.
- Audit/financial oversight: Designated an audit committee financial expert under SEC rules.
- Governance: Active on Corporate Governance Committee; focuses on conflicts, related-party reviews, refreshment, and ESG topics.
Equity Ownership
| Metric | As-of Date | Value |
|---|---|---|
| Beneficial Ownership (shares) | April 8, 2024 | 92,623 shares (includes 70,256 vested deferred shares; plus 1,193 deferred shares vesting within 60 days) |
| Outstanding Stock Awards | Feb 3, 2024 | 70,443 shares (incl. 1,176 unvested deferred shares) |
| Outstanding Stock Awards | Feb 1, 2025 | 72,054 shares (incl. 945 unvested deferred shares) |
| Hedging/Pledging | Policy | Directors prohibited from hedging or pledging TJX stock, including margin accounts |
| Director Stock Ownership Guideline | Policy | Minimum 5× annual retainer within five years of initial election; all directors in compliance as of April 15, 2025 |
Insider Trades
| Date | Action | Shares | Price | Post-Trade Holdings |
|---|---|---|---|---|
| 08/22/2024 | Sale (open market) | 13,000 | $119.3929 (weighted avg; range $119.385–$119.415) | 9,366 shares |
Note: Press coverage estimated total proceeds >$1.5M; SEC filing provides official details.
Governance Assessment
- Strengths: Independent status; deep retail IT/cybersecurity expertise aligned with Audit & Finance risk oversight; SEC “audit committee financial expert” designation; consistent engagement (≥75% attendance); robust governance policies (ownership guidelines, clawbacks, no hedging/pledging).
- Alignment: Meaningful equity exposure via deferred stock awards; director ownership guidelines met; compensation mix primarily fixed cash plus time-based equity; no options, bonuses, or performance pay that could misalign.
- Signals: Strong shareholder support in 2025 director election (high “For” votes); say‑on‑pay approved, indicating overall investor confidence in compensation governance.
- Conflicts/Red flags: No related‑party transactions involving Ching disclosed; hedging/pledging prohibited; no pledging reported; time‑commitment limits reduce overboarding risk. Insider sale in Aug 2024 appears routine and small relative to overall beneficial/deferred holdings.
Overall, Ching’s profile reflects board effectiveness in technology and risk oversight, with clean conflict posture and solid ownership alignment, supporting investor confidence in TJX’s governance.