Kim Goodwin
TJX COMPANIES INC /DE/About C. Kim Goodwin
Independent director of TJX since 2020; age 65 (2025 proxy); seasoned investment and financial services executive with prior CIO and global equities leadership roles. Background includes Managing Director and Head of Equities at Credit Suisse (2006–2008), CIO – Equities at State Street Research & Management (2002–2005), and private investor since 2008 . The Board affirmed her independence and identified her among eight independent nominees in 2025 . Tenure on TJX Board: 5 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit Suisse Group AG (Asset Mgmt) | Managing Director, Global Head of Equities | 2006–2008 | Led global equities; deep capital markets and risk oversight experience |
| State Street Research & Management Co. | Chief Investment Officer – Equities | 2002–2005 | Portfolio leadership; performance accountability; risk assessment |
| Private Investor | Investor | 2008–present | Ongoing market and governance engagement |
External Roles
| Company | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Popular, Inc. | Director | Since 2011 | Financial services; no TJX-related transactions disclosed |
| General Mills, Inc. | Director | Since 2022 | Consumer staples; no TJX-related transactions disclosed |
Board Governance
- Committee memberships: Audit and Finance Committee; Compensation Committee .
- Chair roles: None; Audit & Finance chaired by Amy Lane; Compensation chaired by Rosemary Berkery .
- Audit committee financial expert designation: The Board determined four Audit & Finance members, including Ms. Goodwin, qualify as “audit committee financial experts” under SEC rules .
- Independence status: Board unanimously determined Ms. Goodwin is independent .
- Attendance/engagement: Each director attended at least 75% of FY25 Board/Committee meetings; FY25 meeting counts: Board (5), Audit & Finance (12), Compensation (6), Corporate Governance (5), Executive (2) .
- Years of service on TJX Board: Director since 2020 .
- Lead Independent Director: Alan M. Bennett (not Ms. Goodwin) .
- Executive sessions: Independent director executive sessions are a standing practice .
Fixed Compensation
| Component | FY25 Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Non-employee director base retainer |
| Annual deferred stock awards (target total) | $200,000 | Two awards at $100,000 each (grant-date fair value) |
| Chair additional retainers (reference) | Audit & Finance Chair: $30,000; IT Subcommittee Chair: $25,000; Compensation Chair: $25,000; Corporate Governance Chair: $20,000; Lead Director: $65,000 | Ms. Goodwin is not a chair; receives no chair premium |
| FY25 total (Goodwin) | Cash: $110,000; Stock awards: $200,000; Total: $310,000 | Director compensation table |
Vesting terms for deferred stock awards:
- Award A vests immediately; payable in stock with accumulated dividends upon separation or change of control .
- Award B vests on the day before the next annual meeting (subject to earlier vesting in certain change-of-control scenarios) and is payable at vest or per advance election; forfeited if service ends before vesting .
Performance Compensation
- No performance-based equity (e.g., PSUs) or options for non-employee directors disclosed; compensation is retainer plus deferred stock awards with service-based vesting .
- No meeting fees disclosed; directors may defer retainers via ESP (no matching) .
Other Directorships & Interlocks
| Company | Sector | Potential TJX Interlock/Conflict |
|---|---|---|
| Popular, Inc. | Financials | No related-party transactions disclosed; low direct operating overlap with TJX’s retail operations |
| General Mills, Inc. | Consumer staples | No related-party transactions disclosed; not a core TJX supplier; low conflict indicated by absence of disclosures |
Expertise & Qualifications
- Financial markets and investment leadership, risk assessment, capital structure knowledge, and strategic planning .
- Audit literacy: Recognized audit committee financial expert; strengthens financial reporting and internal controls oversight .
- Retail/consumer perspective via external boards; broad governance experience .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (as of 4/15/2025) | 15,260 shares | Less than 1% of shares outstanding (individuals each <1%) |
| Vested deferred shares included | 6,124 shares | Includes estimated accumulated dividends |
| Deferred shares vesting within 60 days | 956 shares | Standard director vesting cycle |
| Outstanding director stock awards (unvested, FY25) | 6,995 shares | As of FY25 year-end |
Alignment and policies:
- Director stock ownership guideline: At least 5× annual retainer within 5 years; all directors in compliance as of April 15, 2025 .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy .
Governance Assessment
- Strengths: Independence; dual membership on Audit & Finance and Compensation; audit committee financial expert designation; strong attendance; compliance with director stock ownership guidelines .
- Incentive alignment: Deferred stock awards (service-based) provide equity exposure; no options or performance awards that could misalign risk-taking for directors .
- Conflicts: No related-party transactions disclosed involving Ms. Goodwin or immediate family; hedging/pledging prohibitions reduce misalignment risk .
- Board load/time commitments: Serves on two other public boards (Popular, General Mills); TJX policy limits total boards to four, aligning with major institutional guidelines—no overboarding under TJX criteria .
- Shareholder confidence signal: 2025 AGM vote—Ms. Goodwin re-elected with 926,717,219 votes for vs. 16,753,428 against (broker non-votes 60,053,980); company say-on-pay passed (879,677,332 for vs. 55,532,880 against) .
Director Compensation (Detailed FY25)
| Name | Fees Earned/Paid in Cash | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| C. Kim Goodwin | $110,000 | $200,000 | $310,000 |
Board Governance (Committee Meetings FY25)
| Committee | Chair | Meetings FY25 | Goodwin Membership |
|---|---|---|---|
| Audit & Finance | Amy B. Lane | 12 | Member |
| Compensation | Rosemary T. Berkery | 6 | Member |
| Corporate Governance | Jackwyn L. Nemerov | 5 | Not a member |
| Executive | Carol Meyrowitz | 2 | Not a member |
| Full Board | Carol Meyrowitz (Executive Chair) | 5 | Director |
Equity Ownership Details (Director-Level)
| Item | Shares |
|---|---|
| Beneficially owned (Goodwin) | 15,260 |
| Vested deferred shares (incl. estimated dividends) | 6,124 |
| Deferred shares vesting within 60 days | 956 |
| Outstanding unvested director stock awards (FY25 YE) | 6,995 |
Potential Conflicts or Related-Party Exposure
- Related-party transactions: 2025 proxy lists compensation for associates related to certain executives (e.g., Meyrowitz, Canestrari, Greenlees), but none for Ms. Goodwin; Corporate Governance Committee oversees such transactions .
- No loans, business dealings, or family transactions disclosed involving Ms. Goodwin .
RED FLAGS
- None disclosed regarding attendance (<75%), related-party transactions, pledging/hedging, option repricing, or low say-on-pay specific to director compensation .