Jackwyn Nemerov
TJX COMPANIES INC /DE/About Jackwyn Nemerov
Jackwyn L. Nemerov is an independent director of TJX, serving since 2016 and currently chairs the Corporate Governance Committee and sits on the Compensation Committee . She is 73 and brings deep operating experience from senior leadership roles at Ralph Lauren and Jones Apparel Group, with expertise across retail operations, brand management, supply chain, human capital, and e-commerce .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ralph Lauren Corporation | President & COO | 2013–2015 (retirement in 2015) | Oversaw global operations and brand execution |
| Ralph Lauren Corporation | Executive Vice President | 2004–2013 | Senior operating leadership across functions |
| Ralph Lauren Corporation | Director | 2007–2015 | Board-level oversight experience |
| Jones Apparel Group | President & COO | 1998–2002 | Apparel retail operating leadership |
External Roles
No current public company directorships disclosed for Ms. Nemerov beyond her prior board service at Ralph Lauren (2007–2015) .
Board Governance
| Committee | Role | FY25 Meetings | Attendance |
|---|---|---|---|
| Corporate Governance | Chair | 5 | Each director attended at least 75% of all FY25 Board/Committee meetings |
| Compensation | Member | 6 | Each director attended at least 75% of all FY25 Board/Committee meetings |
- Independence: The Board unanimously determined Nemerov is independent under NYSE standards and TJX categorical standards .
- Board structure: TJX maintains four standing committees; all members of Audit & Finance, Compensation, and Corporate Governance are independent; the Executive Committee includes the Executive Chairman (not independent) .
- Governance scope: As Corporate Governance Chair, responsibilities include director nominations, oversight of governance principles, ESG strategy oversight, related-party transaction approvals, independence/conflict reviews, board/committee evaluations, CEO performance objectives, and succession planning .
Fixed Compensation
| Component (FY25) | Amount |
|---|---|
| Annual cash retainer | $110,000 |
| Corporate Governance Committee Chair fee | $20,000 |
| Total fees earned in cash (reported) | $130,000 |
- No meeting fees; directors may defer retainers under the Executive Savings Plan (ESP); no matching credits; no retirement/health/life insurance benefits for non-employee directors .
Performance Compensation
| Equity Element | Structure | Target/Value | Vesting | Notes |
|---|---|---|---|---|
| Deferred stock award #1 | Annual grant | $100,000 target | Vests immediately; payable in stock with accumulated dividends upon separation or change-of-control | SIP plan mechanics |
| Deferred stock award #2 | Annual grant | $100,000 target | Vests at next annual meeting (subject to CoC contingencies); forfeited if service ends pre-vest | SIP plan mechanics |
| Total annual director equity | Two deferred stock awards | $200,000 | As above | Award value determined per ASC 718 at grant |
| Outstanding stock awards (as of 2/1/2025) | Deferred shares | 25,468 | Includes 945 unvested deferred shares scheduled to vest day before 2025 Annual Meeting | Director-level status |
- FY25 equity reported for Nemerov: $200,000 grant date fair value (deferred shares), total director compensation $330,000 (cash $130,000 + stock $200,000) .
- Directors can re-defer deferred stock awards in limited circumstances per SIP; dividends accumulate in stock; some early vesting/deferral elections permitted under specified conditions .
- No performance metrics apply to non-employee director equity awards; awards are time-based deferred stock units .
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| Ralph Lauren Corporation | Director | 2007–2015 | Prior board service; no current interlocks disclosed at TJX |
- TJX Corporate Governance Committee oversees and approves related person transactions; FY25 disclosed related-person employment relationships did not involve Nemerov .
Expertise & Qualifications
- Extensive retail, brand, and operations expertise; experience in consumer insights, e-commerce, human capital, global sourcing/supply chain, manufacturing, merchandising, and licensing .
- Governance and risk oversight skills from prior board and executive roles; currently leads Corporate Governance Committee at TJX .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (as of 4/15/2025) | 26,968 shares (<1% of outstanding) |
| Vested deferred shares (incl. est. deferred dividends) | 24,820 shares |
| Deferred shares scheduled to vest within 60 days of 4/15/2025 | 956 shares (each non-employee director) |
| Outstanding stock awards (as of 2/1/2025) | 25,468 shares (incl. 945 unvested scheduled to vest before 2025 Annual Meeting) |
| Stock ownership guideline | ≥5× annual retainer within 5 years of initial election; all directors in compliance as of 4/15/2025 |
- No pledging or hedging of TJX stock disclosed for directors; less than 1% beneficial ownership for each individual director .
Governance Assessment
-
Board effectiveness: Nemerov’s dual role as Corporate Governance Chair and Compensation Committee member positions her at the nexus of director selection, independence, related-party oversight, CEO performance objectives, succession planning, and executive pay governance—key levers for investor confidence .
-
Independence and attendance: Confirmed independent; Board reported at least 75% attendance for each director; committee cadence shows active oversight (Corporate Governance: 5 mtgs; Compensation: 6 mtgs; Audit & Finance: 12 mtgs; Board met 5 times in FY25) .
-
Compensation alignment: Cash components are modest and formulaic (retainer + chair fee); equity is time-based deferred stock designed to align with TSR via share value and accumulated dividends; no performance-linked metrics for director equity, which is typical and avoids short-term incentives misalignment .
-
Ownership alignment: Compliance with robust ownership guideline (≥5× retainer within five years) and meaningful deferred share holdings support alignment; no pledging disclosed, reducing risk .
-
Conflicts and related-party exposure: No related-person transactions involving Nemerov disclosed; committee she chairs formally oversees such approvals, a governance strength .
-
RED FLAGS: None disclosed specific to Nemerov. No attendance shortfalls, related-party transactions, hedging/pledging, or pay anomalies reported .