Douglas Mizzi

About Douglas Mizzi

Douglas Mizzi is Senior Executive Vice President, Group President at The TJX Companies, Inc., a role he has held since February 2018; he is 65 years old as of April 2, 2025 and has served in store operations and leadership roles at TJX since 1988, including President of TJX Canada and Managing Director of TK Maxx UK . TJX delivered FY25 net sales of $56.4B, diluted EPS of $4.26, and a 29.7% total shareholder return; FY23–25 PSUs paid 155.9% based on Incentive EPS CAGR of 12.1% with Incentive ROIC at 31.7%, evidencing strong multi-year execution; Mizzi’s leadership tenure overlaps these performance periods and team-based goals . TJX’s compensation program ties annual incentives 100% to Incentive Pre-Tax Income and long‑term PSUs to EPS growth with a ROIC modifier, aligning executive pay with profitable growth and capital returns .

Past Roles

External Roles

No external public company directorships or committee roles disclosed in TJX’s executive officer biographies and proxy materials reviewed .

Fixed Compensation

Multi-year view of cash compensation components and related totals for Douglas Mizzi:

Notes:

• “All Other Compensation” for FY25 includes $35,904 automobile benefits, $266,819 employer credits under savings plans, $1,890 life insurance, and $206,333 other perquisites (including tax assistance $29,152 and tax equalization $169,531 from prior international assignment) .

Performance Compensation

Detailed incentive plan design, goals, and outcomes:

Forward cycle mechanics:

• FY25–27 PSUs pay 0–200% based on Incentive EPS levels (<85% threshold = 0%; 100% target = 100%; 112% max = 200%) with downward ROIC modifier if below target; RSUs vest in full after three years (scheduled FY28) .

Equity Ownership & Alignment

Upcoming vesting schedule (potential selling pressure indicators):

Outstanding FY25 year-end awards and market values:

• Unvested stock awards: 91,640 units; market value $11,435,756 (at $124.79) .
• Unearned PSUs reported at max per SEC: 83,430; market/payout value $10,411,230 (disclosure convention; actual payout 0–200%) .

Deferred compensation and pension alignment:

• ESP contributions/credits/earnings/balance (FY25): Executive $104,962; Company $261,539; Earnings $1,834,066; Aggregate balance $15,232,016; includes amounts transferred from Canadian Executive Savings Plan (CESP) per 2024 letter .
• Pension present values (FY25): Retirement Plan $782,599; Alternative SERP $2,463,173; 30 years credited service .

Employment Terms

• Contract term: Employment agreement extended to January 30, 2027; minimum base salary updated to $1,000,000 effective Feb 2, 2024; CESP recordkeeping transferred to ESP . TJX confirms Mizzi’s agreement continues until Jan 30, 2027 unless earlier terminated .
• Severance plan: Participant in 2018 Executive Severance Plan, with non‑competition, non‑solicitation, confidentiality covenants; separation benefits upon qualifying termination include 24 months salary continuation, COBRA coverage cash payments, prorated incentives per service and goal achievement, and equity per plan terms .
• Change‑of‑control: Under employment agreement, settlement at target for MIP/LRPIP if change of control occurs; equity per SIP; table below shows estimated values for scenarios as of FY25 .

Potential payments (FY25 valuation):

Policy protections:

• Dodd‑Frank clawback for erroneously-awarded incentive compensation after restatement; additional forfeiture/recoupment for cause or covenant breaches; hedging and pledging prohibited .

Compensation Structure Analysis

• Cash vs equity mix: FY25 stock awards grant-date fair value $3,000,015; long-term cash LRPIP target $500,000; annual cash MIP paid $1,756,889, showing balanced equity-plus-cash with long-term emphasis; no one-time incentive awards granted .
• Shift in vehicles: No stock options outstanding; program emphasizes PSUs and RSUs with performance and service vesting; RSUs scheduled after 3 years .
• Pay-for-performance: FY25 MIP payout at 152.0% tied to above-target Incentive Pre‑Tax Income; FY23–25 PSUs paid 155.9% on EPS CAGR and ROIC; FY23–25 LRPIP paid 104.7% on cumulative Incentive Pre‑Tax Income .
• Clawbacks and no tax gross‑ups on perquisites; no hedging/pledging; no automatic full equity acceleration on CoC; no single‑trigger severance; limits on payouts .

Say‑on‑Pay & Peer Group Context

• Say‑on‑pay approval: 94% in 2023 and 91% in 2024, indicating strong shareholder support for program design .
• FY25 compensation peer group: 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; TJX positioned ~71st percentile revenue, 53rd market cap, 82nd employees .

Investment Implications

• Alignment: Heavy performance linkage (EPS growth/ROIC in PSUs; Pre‑Tax Income in MIP/LRPIP) indicates strong pay-for-performance alignment; prohibitions on hedging/pledging and ownership guidelines (≥3x salary for SEVPs) reduce misalignment risk .
• Retention and continuity: Contracted through Jan 2027 and eligible severance protections support leadership stability; RSU and PSU schedules stagger vesting into FY28, promoting retention but creating periodic supply as awards deliver .
• Insider selling pressure: Near-term vesting events in 2025–2027 (PSUs and RSUs) and sizable ESP balance could lead to liquidity events around delivery dates; however, hedging/pledging prohibitions and ownership guidelines mitigate adverse signaling .
• Execution track record: Above-target multi-year payouts (PSUs 155.9%; LRPIP 104.7%) and FY25 TSR of 29.7% reflect strong execution over Mizzi’s tenure as Group President; continued emphasis on ROIC and EPS growth suggests focus on value creation .

Overall, Douglas Mizzi’s incentives are tightly coupled to TJX’s profitability, EPS growth, and capital returns with robust clawback and ownership policies. Upcoming vesting cadence should be monitored for trading flow, but structural alignment and contract term indicate low near-term retention risk .