John Klinger
TJX COMPANIES INC /DE/About John Klinger
Senior Executive Vice President and Chief Financial Officer of TJX since February 4, 2024, following succession planning that moved prior CFO Scott Goldenberg to Executive Advisor . As CFO, Klinger’s remit spans enterprise finance, capital allocation, and incentive plan alignment to TJX’s objective performance metrics. During FY25, TJX delivered $56.4B in net sales, diluted EPS of $4.26, operating cash flow of $6.1B, and 29.7% total shareholder return, underlining the pay‑for‑performance framework he oversees . TJX’s say‑on‑pay support was 91% in 2024, reflecting investor approval of program design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The TJX Companies, Inc. | Senior EVP, Chief Financial Officer | Feb 4, 2024 – present | Led finance through FY25 performance: $56.4B net sales, $4.26 diluted EPS, $6.1B operating cash flow; 29.7% TSR |
Fixed Compensation
| Component | FY25 Value/Terms |
|---|---|
| Base Salary | $825,000 |
| Target MIP (Annual Bonus) | 110% of base ($907,501 target) |
| Perquisites (FY25) | Auto $35,904; Employer savings plan credits $200,280; Life insurance $1,890; Other perqs $2,873; Total $240,947 |
| Pension Accruals (Present Value) | Retirement Plan $528,832; SERP (Alternative) $774,276 |
Performance Compensation
| Plan | Metric | Weighting | Target | Actual | Payout | Notes/Vesting |
|---|---|---|---|---|---|---|
| MIP (FY25) | Incentive Pre-Tax Income | 100% | $6,580,143K | $7,007,747K | 152.0% of target | Klinger’s MIP paid $1,379,401 vs $907,501 target |
| PSUs (FY23–25 cycle) | Incentive EPS CAGR (primary); Incentive ROIC (downward-only modifier) | LTI | Threshold $3.32; Target $3.90; Max $4.57 Incentive EPS | Actual $4.27; ROIC 31.7% (no downward mod) | 155.9% of target | Klinger earned 7,354 PSUs from 4,717 target |
| LRPIP (FY23–25 cycle) | Cumulative Incentive Pre-Tax Income | LTI | $18,496,236K | $19,081,205K | 104.7% of target | Klinger earned $183,225 vs $175,000 target |
FY25 Grants (equity and long-term cash)
| Grant Type | Grant Date | Target Units/Value | Terms |
|---|---|---|---|
| PSUs (FY25–27) | 4/2/2024 | 17,493 target units; $1,740,029 fair value | Earn-out on Incentive EPS with ROIC modifier; max 200% |
| RSUs (FY25) | 4/2/2024 | 11,662 units; $1,160,019 fair value | Service-vest; scheduled full vest in FY28 (April 2027) |
| LRPIP (FY25–27) | FY25 cycle start | $450,000 target | Cumulative Incentive Pre-Tax Income; max 200%; threshold 60% of target for payout |
Equity Ownership & Alignment
- Total Beneficial Ownership: 25,749 shares as of April 15, 2025; each director/NEO individually owns <1% of outstanding shares .
- Outstanding Options: None at FY25 year-end (no NEOs had outstanding options) .
- Stock Ownership Guidelines: CFO required to hold ≥3x base salary; all executive officers were in compliance as of April 15, 2025 .
- Hedging/Pledging: Prohibited for directors, executive officers, and designated associates .
- Clawback: Dodd‑Frank compliant clawback policy for erroneously awarded incentive compensation; additional forfeiture mechanisms for cause or covenant breaches .
Vesting Schedule (as of FY25 year-end)
| Award | Units | Vest Date |
|---|---|---|
| FY23–25 PSUs (earned) | 7,354 | 3/31/2025 |
| RSU | 6,871 | 4/10/2025 |
| RSU | 7,759 | 4/10/2026 |
| RSU | 11,662 | 4/10/2027 |
| Unvested PSU balance (max potential) | 58,606 | Future cycles (FY24–26, FY25–27); max shown per SEC requirements |
Employment Terms
| Element | Details |
|---|---|
| Offer Agreement (Feb 2024) | Base $825,000; initial MIP target 85%; LRPIP target $450,000; SIP target $2,900,000; aligns with MIP, LRPIP, SIP participation commensurate with role |
| FY25 Adjustments | Compensation Committee increased MIP target % for CFO role to 110% for FY25; PSUs/RSUs granted per SIP; LRPIP per cycle |
| Severance Plan | Participant in 2022 Executive Severance and Change of Control Plan; restrictive covenants required |
| Non‑Compete/Non‑Solicit | Up to 24 months post‑employment; benefits conditioned on compliance |
| Change‑of‑Control (CoC) | Double‑trigger: lump-sum severance equal to 2× (base + auto allowance + target MIP); 2 years continued benefits; settlement of outstanding MIP/LRPIP at target; equity: PSUs deemed target at CoC; full vest if not assumed or upon qualifying termination if assumed |
Aggregate Estimated Payouts (as of Feb 1, 2025)
| Scenario | Total |
|---|---|
| Death/Disability | $4,871,799 |
| Retirement/Voluntary Termination | $3,085,147 |
| Termination without Cause/Constructive Termination | $4,871,799 |
| Change of Control (no termination) | $1,736,053 |
| Change of Control + Qualifying Termination | $11,553,887 |
Compensation Structure Notes
- Metrics and Weighting: Annual MIP uses companywide Incentive Pre‑Tax Income (100%); PSUs use Incentive EPS growth with ROIC modifier; LRPIP uses cumulative Incentive Pre‑Tax Income—no discretionary adjustments in FY25 cycles .
- Pay Governance: No excise tax gross‑ups; no single‑trigger severance; equity is double‑trigger; dividends not paid on unearned stock awards .
- Peer Group Context: 17 consumer companies (e.g., Walmart, Target, Home Depot); TJX at 71st percentile revenue, 53rd percentile market cap, 82nd percentile employees vs peers .
Investment Implications
- Strong pay‑for‑performance alignment: FY25 MIP and FY23‑25 PSU/LRPIP payouts tied 100% to objective metrics, with above‑target outcomes reflecting TJX’s FY25 execution (e.g., $7.0B Incentive Pre‑Tax Income; 12.1% EPS CAGR vs target) .
- Low pledging/hedging risk: Prohibitions reduce misalignment and forced selling risks; clawback coverage enhances accountability .
- Visible vesting calendar and potential selling pressure: RSU tranches in April 2025/2026/2027 and PSU certifications in March/April create periodic liquidity events to monitor around vest dates .
- Retention and transition risk mitigated: Double‑trigger CoC protections (and 24‑month covenants) support continuity; severance tied to strict definitions of cause/good reason reduces opportunistic exits .
- Ownership alignment: CFO guideline ≥3× salary with compliance supports skin‑in‑the‑game; beneficial ownership <1% implies limited direct float impact from executive holdings .