Kenneth Canestrari
TJX COMPANIES INC /DE/About Kenneth Canestrari
Senior Executive Vice President, Group President at TJX since September 2014; previously President and COO of HomeGoods and held various finance roles at TJX since 1988 . Age 60 as of March 30, 2022; tenure in current role began in 2014 . TJX’s FY25 performance under the executive team included net sales of $56.4B (+4% YoY), diluted EPS of $4.26, operating cash flow of $6.1B, and FY25 TSR of 29.7% .
Past Roles
| Organization | Role | Years | Source |
|---|---|---|---|
| The TJX Companies, Inc. | SEVP, Group President | Sep 2014–present | |
| HomeGoods (TJX division) | President | 2012–Sep 2014 | |
| HomeGoods (TJX division) | EVP & COO | 2008–2012 | |
| TJX | Various finance positions | 1988–2008 |
External Roles
No public company directorships disclosed in filings reviewed for Canestrari .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary Earned ($) | $942,309 | $1,011,540 | $1,050,771 |
| Base Salary at Year-End ($) | $950,000 | — | $1,060,000 |
| Target MIP (% of Base) | 85% | — | 110% |
| Target MIP ($) | $800,962 | — | $1,155,848 |
| Actual MIP Payout ($) | $736,885 | — | $1,756,889 |
| LRPIP Payout ($) | — | — | $471,150 (FY23–25 cycle) |
Performance Compensation
Incentive Plan Design
- Annual MIP: 100% objective financial metric—Incentive Pre-Tax Income; 200% cap .
- PSUs: 3-year cycle tied primarily to Incentive EPS growth with a downward-only ROIC modifier; 0–200% payout scale .
- LRPIP (long-term cash): 3-year cumulative Incentive Pre-Tax Income; 60% threshold, 140% max, 0–200% payout .
MIP Performance and Payouts
| Metric | FY2022 | FY2023 | FY2025 |
|---|---|---|---|
| Company MIP Payout (% of Target) | 196.79% | 92.0% | 152.0% |
| Canestrari Target MIP (% of Base) | 80% | 85% | 110% |
| Canestrari Actual MIP ($) | $1,416,889 | $736,885 | $1,756,889 |
PSUs (Performance Share Units)
| Cycle | Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| FY23–25 PSUs | Incentive EPS CAGR (primary), ROIC modifier | 85% of target (25%) | 100% (100%) | 117% (200%) | 109.5% of target | 155.9% |
| FY23–25 ROIC | ROIC 3-year avg (modifier) | ≤21% (−20%) | >21% (no cut) | — | 31.7% | No reduction |
- Canestrari PSUs earned (FY23–25): 43,754 shares; vest approved 3/31/2025 .
LRPIP (Long-Range Performance Incentive Plan)
| Cycle | Metric (Cumulative) | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| FY23–25 | Incentive Pre-Tax Income ($000s) | $6,165,412 | $18,496,236 | $30,827,061 | $19,081,205 | 104.7% |
- Canestrari LRPIP payout (FY23–25): $471,150 .
FY25 Grants (Award Mix and Vesting)
| Award | Grant Date | Target Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| FY25–27 PSUs | 4/2/2024 | 17,493 | $1,740,029 | Vests post FY27 upon perf certification |
| FY25 RSUs | 4/2/2024 | 11,662 | $1,160,019 | 4/10/2027 service vest |
Upcoming Vesting Schedule (as of FY25 year-end)
| Award | Shares/Units | Vest Date |
|---|---|---|
| FY23–25 PSUs (earned) | 43,754 | 3/31/2025 |
| RSUs | 18,168 | 4/10/2025 |
| RSUs | 15,002 | 4/10/2026 |
| RSUs | 11,662 | 4/10/2027 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 88,740; <1% of outstanding shares |
| Shares Outstanding (record date) | 1,116,491,796 |
| Ownership (% of shares outstanding) | ~0.008% (88,740 / 1,116,491,796) |
| Unvested RSUs (market value) | 88,586 units; $11,054,647 |
| Unearned PSUs at max (market value) | 80,650 units; $10,064,314 (max scenario; actual 0–200%) |
| Options outstanding | None as of FY25 year-end |
| Stock Ownership Guideline | SEVP must hold ≥3x base salary; compliance as of 4/15/2025 |
| Hedging/Pledging | Prohibited for executives |
Vesting and realized value: 56,912 shares vested for Canestrari in FY25 with $5,609,448 value realized; no option exercises reported in FY25 .
Employment Terms
- Employment agreement: Original dated Feb 2, 2018; extended Jan 29, 2021 to Feb 3, 2024 ; further extended Feb 2, 2024 to Jan 30, 2027 with minimum annual base salary $1,000,000 .
- Severance plans: Participates in 2018 Severance Plan with restrictive covenants; 24-month non-compete/non-solicit post-employment (up to 24 months depending on plan) .
- Termination (without cause/constructive): 24 months salary continuation, COBRA gross-up, prorated MIP/LRPIP based on actual performance; continued/settled equity per plan terms .
- Change of Control (CoC): On CoC, PSUs deemed at target for service-satisfied portions; full vest if awards not continued/assumed or upon qualifying post-CoC termination; no single-trigger full acceleration; double-trigger severance equals 2x (base + auto allowance + target MIP) plus benefits continuation; no excise tax gross-up (payments reduced if beneficial) .
- Clawback: Dodd-Frank compliant clawback policy; additional recoupment for detrimental conduct/breach of covenants .
- Deferred Compensation: ESP participation with company credits; aggregate ESP balance $5,758,317; FY25 ESP registrant credits $261,539 .
Related party transactions: TJX employed an adult child and the spouse of an adult child of Canestrari, with FY25/early FY26 compensation of ~$209,637 and $248,119; reviewed and approved by Corporate Governance Committee .
Investment Implications
- Pay-for-performance alignment: Incentive mix heavily weighted to multi-year PSUs and LRPIP tied to EPS growth and ROIC/Pre-Tax Income; FY23–25 PSU payout at 155.9% and LRPIP at 104.7% reflect strong execution amid off-price growth .
- Upcoming vesting/selling pressure: RSU tranches scheduled in April 2025/2026/2027 and PSU certifications in March post-cycle may drive periodic net share sales for tax withholding and diversification; FY25 vesting already realized $5.61M .
- Retention risk mitigants: Contract extended to Jan 2027 with competitive base and incentives; double-trigger CoC protections; 24-month restrictive covenants; ownership guideline compliance and hedging/pledging prohibitions support alignment and reduce risk of misaligned behaviors .
- Governance/related parties: Minor related-party employment relationships disclosed and approved; no pledging; clawback in place—limited governance red flags identified .