Rosemary Berkery
TJX COMPANIES INC /DE/About Rosemary T. Berkery
Independent director since 2018; age 72. Former Chairman, UBS Bank USA; Vice Chairman, UBS Wealth Management Americas (2010–2018); CEO, UBS Bank USA (2010–2015); previously EVP & General Counsel (2001–2008) and Vice Chairman (2007–2008) at Merrill Lynch, with senior roles from 1983–2008. Brings deep finance, compliance, regulatory, and risk oversight experience, and is currently Chair of TJX’s Compensation Committee and a member of Audit & Finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS Bank USA | Chairman; CEO | Chairman/Vice Chair 2010–2018; CEO 2010–2015 | Led bank governance and risk; wealth management oversight |
| UBS Wealth Management Americas | Vice Chairman | 2010–2018 | Strategic leadership in finance and wealth management |
| Merrill Lynch & Co., Inc. | EVP & General Counsel; Vice Chairman; Senior roles | EVP & GC 2001–2008; Vice Chair 2007–2008; Senior roles 1983–2008 | Compliance, regulatory and risk management leadership at a complex global organization |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Fluor Corporation | Director | Since 2010 | Shared external board with TJX Lead Director Alan M. Bennett (Fluor director since 2011), creating a board-level interlock |
Board Governance
| Committee | Role | FY25 Meetings |
|---|---|---|
| Compensation Committee | Chair | 6 |
| Audit & Finance Committee | Member | 12 |
- Independence: Board unanimously determined Berkery is independent; no relationships implicating categorical independence standards .
- Attendance: Each director attended at least 75% of FY25 Board and committee meetings; full Board met five times in FY25 .
- Lead Director structure: Independent Lead Director supports committee chairs and attends meetings, strengthening oversight .
- Related-party oversight: Corporate Governance Committee reviews and approves related person transactions; FY25 disclosures did not involve Berkery .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| FY2025 | $135,000 | $200,000 | $335,000 |
| FY2024 | $142,538 | $185,000 | $327,538 |
| Non-Employee Director Compensation Structure (FY2025) | Amount |
|---|---|
| Annual cash retainer | $110,000 |
| Compensation Committee Chair retainer | $25,000 |
| Audit & Finance Committee Chair retainer | $30,000 |
| IT Subcommittee Chair retainer | $25,000 |
| Corporate Governance Committee Chair retainer | $20,000 |
| Lead Director retainer | $65,000 |
| Annual deferred stock awards (two awards, target total) | $200,000 |
- FY2024 structure included a retainer increase to $100,000 from FY2023 and committee retainer updates with formation of Audit & Finance Committee; FY2025 retainer increased to $110,000 .
Performance Compensation
| Equity Award Feature | Detail | FY2025 Data |
|---|---|---|
| Annual deferred stock awards | Two awards under SIP; one vests immediately (payable at separation or change-in-control); second vests at next annual meeting; dividend equivalents accrue | Target total $200,000; one award vests immediately, one vests before next annual meeting |
| Unvested director deferred shares (as of FY2025 year-end) | Scheduled to vest on day before 2025 Annual Meeting | 945 shares per non-employee director |
| Deferred shares scheduled to vest within 60 days of Apr 15, 2025 | All non-employee directors | 956 shares each |
- No performance metrics apply to director equity awards (service-based vesting only); no dividends paid on unearned awards pursuant to compensation policies .
Other Directorships & Interlocks
| Company | Role | Since | Interlock/Notes |
|---|---|---|---|
| Fluor Corporation | Director | 2010 | Interlock with TJX Lead Director Alan M. Bennett (Fluor director since 2011) |
Expertise & Qualifications
- Financial services executive with governance, compliance, regulatory and risk oversight expertise; experienced managing complex global organizations .
- Skills directly relevant to TJX’s risk oversight (Audit & Finance membership) and human capital/compensation design (Compensation Chair) .
Equity Ownership
| Metric (as of Apr 15, 2025) | Amount |
|---|---|
| Beneficially owned shares | 22,175 |
| Vested deferred shares included | 9,580 |
| Outstanding stock awards (deferred stock) | 10,410 |
| Ownership as % of shares outstanding | Less than 1% (each individual director) |
| Deferred shares scheduled to vest within 60 days | 956 |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy and governance framework |
Insider Trades (Form 4 – RSU/Deferred Stock Activity)
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Berkery oversees executive pay philosophy, performance metrics, incentive plan goals, clawback administration, and human capital oversight; her committee issued the Compensation Committee Report and recommended CD&A inclusion in FY2025 .
- Shareholder support: Say-on-pay received strong support—vote counts in 2025 were 879,677,332 for vs. 55,532,880 against; prior proxy reports show 94% (2023) and 91% (2024) approval, consistent with investor confidence in compensation oversight .
- Ownership alignment: Non-employee directors must attain ownership of at least 5x annual retainer within five years; as of Apr 15, 2025, all directors complied, and hedging/pledging is prohibited, supporting alignment and risk mitigation .
- Independence/attendance: Board affirmed Berkery’s independence; directors met attendance expectations (≥75% of meetings), and committee activity levels were robust (Audit & Finance 12; Compensation 6 in FY25) .
- Compensation structure quality: Director pay mix is balanced between cash retainer and deferred stock awards; no director retirement, health, or life insurance benefits; director compensation decisions informed by independent consultant (Pearl Meyer), reducing conflict risk .
- Related-party exposure: FY25 related person transactions involved family members of certain executives; none disclosed for Berkery; Corporate Governance Committee oversight and approval processes in place .
Red flags: None evident specific to Berkery (no pledging permitted; independence affirmed; strong say-on-pay outcomes). Potential monitoring point: external board interlock with Fluor alongside TJX Lead Director Bennett—monitor for information flow dynamics, though no conflict is indicated by disclosures .