Scott Goldenberg
TJX COMPANIES INC /DE/About Scott Goldenberg
Longtime TJX finance leader; former CFO (NEO through FY23), transitioned to Senior Executive Vice President, Finance in FY24 and to Executive Advisor effective February 4, 2024, with his employment agreement extended to April 24, 2026 . Age 70 (third‑party profile) . During this leadership era TJX delivered FY25 net sales of $56.4B (+4% YoY), diluted EPS of $4.26, operating cash flow $6.1B, and FY25 TSR of 29.7%, highlighting robust performance against which incentive plans paid above target (context for pay alignment) . Executive compensation plans emphasize objective financial metrics: annual MIP uses Incentive Pre‑Tax Income; PSUs use three‑year EPS growth with a ROIC modifier; LRPIP uses cumulative pre‑tax income—driving alignment with profitability, growth, and returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The TJX Companies | Chief Financial Officer (EVP, CFO) | 2012–FY23 | Led corporate finance through multi‑year growth; CFO succession executed in FY25 as Goldenberg moved to Executive Advisor . |
| The TJX Companies | Senior EVP, Finance; EVP, Finance | 2009–2012; subsequent SVP/SEVP Finance roles | Oversaw corporate finance functions, supporting expansion and margin execution . |
| The TJX Companies (Marmaxx) | SVP & Director of Finance | ~2000–2007 | Finance leadership at largest U.S. division, supporting scale and off‑price model . |
| The TJX Companies | VP, Corporate Controller; earlier finance roles | 1997–2007; 1983–1988 | Reporting, controls, and early finance leadership at TJX/Zayre . |
| Auto Palace (Rite Aid division) | Chief Financial Officer | ~1988–1996 | CFO experience outside TJX; broadened operational finance credentials . |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | 976,001 | 1,047,079 | 1,123,656 |
| All Other Compensation ($) | 287,099 | 210,256 | 323,541 (incl. $282,057 employer savings plan credits; $36,594 auto; $1,890 life; $3,000 other) |
| Executive Advisor Base (from 2/4/2024) | — | — | $750,000 annualized per letter agreement |
Notes: Goldenberg ceased serving as an executive officer as of Feb 3, 2024 and became Executive Advisor effective Feb 4, 2024 with $750k base salary; eligible to participate in MIP, LRPIP, and SIP commensurate with role .
Performance Compensation
Incentive Design and Metrics
- Annual MIP: 100% based on Incentive Pre‑Tax Income (broad‑based, One TJX) .
- PSUs: 3‑year EPS growth (threshold 85%→25% payout; target 100%→100%; max 112%→200%), with downward ROIC modifier if below target .
- LRPIP: 3‑year cumulative Incentive Pre‑Tax Income with 0–200% payout curve .
Scott Goldenberg – Actual Awards and Payouts
| Plan/Cycle | Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|---|
| FY2024 MIP | Incentive Pre‑Tax Income | 100% | $1,011,291 target (90% of base) | Company actual at 106.5% of target | 169.9% → $1,718,183 |
| FY22–24 LRPIP | 3‑yr Incentive Pre‑Tax Income | 100% | $500,000 | 119.3% of target | 128.9% → $644,500 |
| FY23–25 PSUs (company cycle) | EPS CAGR; ROIC modifier | 100% | Company target | 109.5% of target EPS; ROIC at 31.7% (no downward mod) | 155.9% (company result) |
Long‑Term Incentive Mix (Grant Targets)
| Component | FY2024 Target ($) |
|---|---|
| PSUs | 2,340,000 |
| RSUs | 1,560,000 |
| LRPIP (cash) | 500,000 |
| Total Target LTI | 4,400,000 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 58,715 shares as of April 8, 2024; each named individual holds <1% of outstanding shares . |
| Right to Acquire (within 60 days) | 25,470 shares via vested options . |
| Unvested/Unearned Awards at FY24 YE | RSUs: 118,557 ($11.56M); PSUs (max assumption): 136,894 ($13.35M); values at $97.51 close on 2/2/2024 . |
| Scheduled Vesting (selected) | FY22–24 PSUs: 46,738 vested 4/2/2024 ; RSU tranches: 24,797 on 4/10/2025; 20,470 on 4/10/2026 . |
| Ownership Guidelines | CFO/SEVP: 3x base salary; shares, RSUs, and PSUs at 25% count; unexercised options excluded; as of April 8, 2024 execs in compliance . As of April 15, 2025, all directors and executive officers were in compliance . |
| Hedging/Pledging | Prohibited for directors and executive officers . |
Insider trading flow (third‑party aggregator): Since 2021, Goldenberg reported 4 open‑market sales (39,643 on 8/19/2021; 30,000 on 5/19/2022; 16,551 on 8/18/2022; 26,271 on 5/18/2023); estimated cumulative sales 112,465 shares; estimated current holdings 71,819 shares (estimates; see source caveats) .
Employment Terms
| Term | Detail |
|---|---|
| Current Role | Executive Advisor (no longer an executive officer as of 2/3/2024) . |
| Contract Term | Extended to April 25, 2025 then to April 24, 2026 via 8‑K letters . |
| FY25 Base | $750,000 annual base (effective 2/4/2024) . |
| Incentive Eligibility | Continued eligibility for MIP, LRPIP, SIP commensurate with role; outstanding LRPIP awards adjusted downward based on new role . |
| Severance Plan | Participant in 2018 Executive Severance Plan; double‑trigger change‑of‑control benefits provided under employment agreement . |
| Restrictive Covenants | Non‑compete and non‑solicit for 24 months post‑employment; clawback applies; no hedging/pledging . |
Potential Payments (Illustrative, assuming triggering event on 2/3/2024)
| Trigger | Severance ($) | MIP/LRPIP ($) | Equity ($) | Other Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Death/Disability | 2,220,000 | 500,000 | 6,073,680 | 134,450 | 8,928,130 |
| Retirement/Voluntary | — | 500,000 | 6,073,680 | — | 6,573,680 |
| Termination w/o Cause/Constructive | 2,220,000 | 500,000 | 6,073,680 | 134,450 | 8,928,130 |
| Change of Control (no termination) | — | 1,000,000 | 3,516,495 | — | 4,516,495 |
| CoC + Qualifying Termination (Double‑Trigger) | 4,218,000 | — | 10,433,500 | 142,529 | 19,310,524 |
Notes: Under double‑trigger, lump‑sum severance generally equals 2x (base + auto + target MIP), two years of benefits, and SIP/deferral plan treatment per plan; no excise tax gross‑ups (payments reduced if reduction yields better after‑tax outcome) .
Performance & Track Record
- CFO through FY23; transitioned to Executive Advisor during CFO succession to John Klinger effective Feb 4, 2024, supporting continuity and knowledge transfer .
- FY25 corporate outcomes (sales/EPS/TSR) and above‑target incentive payouts (MIP 152%; PSUs 155.9% FY23‑25; LRPIP 104.7% FY23‑25) underscore strong pay‑for‑performance linkage during his advisory/senior finance tenure .
- Say‑on‑pay support: 94% (2023) and 91% (2024), indicating broad shareholder endorsement of the program structure he operated under as a senior finance leader .
Compensation Structure Analysis
- Mix remains performance‑heavy (PSUs/LRPIP) with objective metrics; FY24 MIP payout of 169.9% reflects over‑achievement vs pre‑set pre‑tax income goals; FY22‑24 LRPIP paid at 128.9% .
- No single‑trigger CoC vesting; no excise tax gross‑ups; robust clawback and 24‑month non‑compete/non‑solicit reduce governance risk .
- Ownership alignment reinforced by 3x salary guideline for CFO/SEVP and prohibitions on hedging/pledging; executives in compliance as of 2024/2025 review dates .
Vesting Schedules and Insider Selling Pressure
| Award | Shares | Vest/Approval Date |
|---|---|---|
| FY22–24 PSUs (earned) | 46,738 | 4/2/2024 (Committee approval) |
| RSU tranche | 24,797 | 4/10/2025 |
| RSU tranche | 20,470 | 4/10/2026 |
Expected settlement/withholding around these dates can create mechanical selling/withholding flows. Recent Form 4 history shows periodic sales (2021–2023), consistent with typical liquidity/withholding practices; last reported sale 26,271 shares on 5/18/2023 (aggregator) .
Equity Ownership & Pledging
- Beneficial ownership 58,715 shares; <1% of outstanding; right to acquire 25,470 via options within 60 days as of 4/8/2024 .
- Company prohibits hedging and pledging (including margin accounts) for directors and executive officers .
Employment & Contracts (Retention Risk)
- Executive Advisor extension through April 24, 2026 supports continuity; remains eligible for incentive programs with role‑appropriate calibrations (LRPIP adjusted) .
- 2018 Severance Plan participation and double‑trigger CoC design reduce involuntary departure risk and align incentives during strategic events .
Investment Implications
- Alignment: High. Objective, multi‑year metrics (EPS growth/ROIC; PBT) with strong FY24–FY25 payout results and ownership rules indicate tight pay‑performance linkage and shareholder alignment .
- Retention: Low risk near‑term. Advisory term extended to April 2026; double‑trigger protections and 24‑month covenants provide stability through succession .
- Trading signals: RSU settlements (April 2025/2026) may introduce scheduled sell‑to‑cover activity; past Form 4 sales (2021–2023) suggest periodic liquidity rather than aggressive disposal; hedging/pledging prohibited .
- Change‑of‑Control economics: Double‑trigger total ~$19.3M (illustrative) creates standard market‑aligned protections without tax gross‑ups; not a red flag .