José Alvarez
TJX COMPANIES INC /DE/About José B. Alvarez
Independent director of TJX; age 62. Director since 2020, after a prior term on TJX’s board from 2007–2018; serves on the Compensation and Corporate Governance Committees, and has a deep retail/supply chain background from senior roles at Stop & Shop/Giant-Landover and Ahold (Royal Ahold Delhaize) and academic roles at Dartmouth Tuck and Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dartmouth Tuck School of Business | Clinical Professor of Business Administration | 2022–present | Academic focus on retail strategy/operations |
| Harvard Business School | Senior Lecturer | 2009–2023 | Research/teaching on retail management |
| Royal Ahold N.V. (Ahold Delhaize) | EVP – Global Business Development | 2008 | Global retail strategy; international sourcing |
| Stop & Shop / Giant-Landover | CEO; EVP Supply Chain & Logistics | 2001–2008 | Led large-scale retail operations; supply chain leadership |
| Shaw’s Supermarkets; American Stores Company | Various executive positions | 1990–2001 | Store operations, merchandising, logistics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Rentals, Inc. | Director | 2009–May 2024 | Prior public-company directorship; ended May 2024 |
| Dartmouth Tuck School of Business | Clinical Professor | 2022–present | Current academic appointment |
| Harvard Business School | Senior Lecturer | 2009–2023 | Prior academic role |
Board Governance
- Independence: Board unanimously determined Alvarez is independent (no relationships implicating categorical independence standards) .
- Committees: Member, Compensation Committee (oversees executive pay, performance goals, clawback policy administration, compensation risk assessment) . Member, Corporate Governance Committee (director nominations, independence assessments, succession, related-party transactions oversight, ESG oversight) .
- Attendance: Each director attended at least 75% of Board and committee meetings; Board met five times in FY25; committee meetings held—Audit & Finance: 12, Corporate Governance: 5, Compensation: 6 .
- Governance practices: Executive sessions of independent directors; majority independent board (8/10); stock ownership guidelines; hedging/pledging prohibitions; proxy access; majority voting with resignation policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard non-employee director retainer |
| Committee chair fees | $0 | Not a chair; chair fees apply only to designated chairs |
| Lead Director fee | $0 | Not applicable to Alvarez |
| Equity (annual deferred stock awards, total target) | $200,000 | Two deferred stock awards of $100,000 each; one vests immediately, one vests at next annual meeting; dividend equivalents accrue |
| Total FY25 director compensation | $310,000 | Fees earned in cash: $110,000; Stock awards: $200,000 |
Performance Compensation
- Directors do not receive performance-based equity (e.g., PSUs) or annual bonuses; compensation is composed of cash retainers and deferred stock awards with service-based vesting .
Other Directorships & Interlocks
| Company | Sector Relationship to TJX | Interlock/Conflict Risk |
|---|---|---|
| United Rentals, Inc. (ended 2024) | Equipment rental; no direct retail overlap | No TJX-disclosed related-party ties; low conflict with TJX’s off-price retail model |
- Related-party transactions: FY25 related-person transactions disclosed did not involve Alvarez; Corporate Governance Committee reviewed and approved transactions involving relatives of other executives, consistent with independence standards .
Expertise & Qualifications
- Global retail chain management; organizational leadership; store and human capital management; e-commerce; global sourcing; merchandising; marketing; strategic planning—aligned with TJX’s priority skill areas (risk oversight, retail operations, human capital) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 14,219 | As of April 15, 2025; less than 1% of outstanding shares |
| Outstanding director stock awards | 12,370 | Includes unvested deferred shares (945 scheduled to vest before the 2025 annual meeting) |
| Vested deferred shares included in ownership | 11,563 | Vested deferred shares and estimated dividend equivalents |
| Ownership guidelines | 5x annual retainer within 5 years | All directors were in compliance as of April 15, 2025 |
| Hedging/pledging | Prohibited | Applies to directors and executives |
Governance Assessment
- Board effectiveness: Alvarez brings direct retail operator and supply chain expertise, valuable for TJX’s opportunistic buying and global logistics model; his committee roles position him within both pay oversight and governance/ESG risk oversight .
- Independence and attendance: Independent with at least 75% attendance, supporting investor confidence in objective oversight and engagement .
- Alignment: Director pay tilted toward equity via deferred stock awards; in compliance with 5x retainer ownership guideline; hedging/pledging banned—strong alignment mechanisms .
- Conflicts/RED FLAGS: No disclosed related-party transactions or pledging; no overlapping commercial ties; time-commitment policy limits outside boards, and Alvarez had one prior public board (ended 2024). No red flags noted in proxy disclosures .
Signals: TJX’s robust governance framework (majority independence, executive sessions, clawback, ownership guidelines) and Alvarez’s relevant operator background reinforce board quality. Say-on-pay support (91% in 2024, 94% in 2023) indicates shareholder confidence in the Compensation Committee’s oversight, where Alvarez serves .