05/05/2021 | Press release | Distributed by Public on 05/05/2021 07:07

Proxy Statement (SEC Filing - DEF 14A)

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

BJ's Wholesale Club Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

BJ's Wholesale Club Holdings, Inc.

25 Research Drive

Westborough, MA 01581

May 5, 2021

Dear Fellow Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2021 Annual Meeting of Stockholders (the 'Annual Meeting') of BJ's Wholesale Club Holdings, Inc., which will be held on Thursday, June 17, 2021, at 8:00 a.m., Eastern Time. The Annual Meeting will be held solely by means of remote communication in virtual meeting format. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/BJ2021, where you will be able to listen to the Annual Meeting live, submit questions and vote. All stockholders of record of our common stock at the close of business on April 26, 2021, the record date, are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement, or adjournment thereof. Whether or not you expect to attend the Annual Meeting, we urge you to vote your shares by following the instructions on the notice and access card or proxy card you received as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you submit your voting instructions prior to the Annual Meeting, you may still decide to attend the Annual Meeting and vote your shares during the Annual Meeting. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement accompanying this letter.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

BJ's Wholesale Club Holdings, Inc.

25 Research Drive

Westborough, MA 01581

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 17, 2021

NOTICEISHEREBYGIVEN that the 2021 Annual Meeting of Stockholders (the 'Annual Meeting') of BJ's Wholesale Club Holdings, Inc., a Delaware corporation (the 'Company'), will be held on Thursday, June 17, 2021, at 8:00 a.m., Eastern Time. The Annual Meeting will be held solely by means of remote communication in a virtual meeting format. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/BJ2021, where you will be able to listen to the Annual Meeting live, submit questions and vote. Please see the 'Questions and Answers' section of the Proxy Statement accompanying this notice for more details regarding the logistics of the virtual Annual Meeting, including the ability of stockholders to submit questions during the Annual Meeting, and technical details and support related to accessing the virtual platform.

The Annual Meeting is being held:

These items of business are described in the Proxy Statement accompanying this notice. Holders of record of the Company's common stock as of the close of business on April 26, 2021 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof. The Annual Meeting may be adjourned from time to time without notice other than by announcement at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting and vote your shares of common stock online, we urge you to vote your shares as instructed in the Proxy Statement accompanying this notice. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Pleasepromptlyvoteyoursharesbyfollowingtheinstructionsforvotingon the Important Notice Regarding the Availability of Proxy Materials. You may submit your vote by telephone or via the Internet, or if you received printed copies of the proxy materials, you may submit your vote by signing, dating and returning your proxy card by mail.

This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about May 5, 2021.

Westborough, Massachusetts

May 5, 2021

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting:

This Proxy Statement and our 2020 Annual Report to Stockholders are available free of charge at www.proxyvote.com.

TABLE OF CONTENTS

BJ's Wholesale Club Holdings, Inc.

25 Research Drive

Westborough, MA 01581

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 17, 2021

This Proxy Statement (this 'Proxy Statement') and our Annual Report for the fiscal year ended January 30, 2021 (the 'Annual Report' and, together with this Proxy Statement, the 'proxy materials') are being furnished to you by and on behalf of the Board of Directors (the 'Board' or the 'Board of Directors') of BJ's Wholesale Club Holdings, Inc. in connection with our 2021 Annual Meeting of Stockholders (the 'Annual Meeting'). References herein to 'fiscal year 2020' and 'fiscal year 2021' refer to the 52 weeks ending January 30, 2021 and January 29, 2022, respectively. As used herein, the terms 'Company', 'BJ's', 'we', 'us', or 'our' refer to BJ's Wholesale Club Holdings, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires.

This Proxy Statement and Annual Report are first being distributed or made available on or about May 5, 2021.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

When and where will the Annual Meeting be held?

The Annual Meeting will be held on Thursday, June 17, 2021 at 8:00 a.m., Eastern Time. The Company will be hosting the meeting live via the Internet. To attend the Annual Meeting via the Internet please visit www.virtualshareholdermeeting.com/BJ2021.

Stockholders who choose to attend the Annual Meeting will do so by accessing a live audio webcast of the Annual Meeting via the Internet at the link provided above. At this website, stockholders will be able to listen to the Annual Meeting live, submit questions and submit their vote while the Annual Meeting is being held. Please see 'How do I attend and vote at the Annual Meeting?' below for more information.

What is the purpose of the Annual Meeting?

The purpose of the Annual Meeting is to vote on the following items described in this Proxy Statement:

Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?

As of the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting or any continuation, postponement or adjournment thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of proxy materials?

The rules of the Securities and Exchange Commission (the 'SEC') permit us to furnish proxy materials, including this Proxy Statement and the Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Stockholders will not receive paper copies of the proxy materials unless they request them. On or about May 5, 2021, we began mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the 'Notice and Access Card'), which provides instructions on how to access and review the proxy materials online, as well as how to vote. If you received a Notice and Access Card by mail, you will not receive a printed copy of the proxy materials unless you request a copy. If you would like to receive a paper or email copy of the proxy materials, you should follow the instructions for requesting such materials described in the Notice and Access Card. The Annual Report is not part of the proxy solicitation material.

What does it mean if I receive more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.

Can I vote my shares by filling out and returning the Notice and Access Card?

No. The Notice and Access Card identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and Access Card and returning it. If you would like a paper proxy card, you should follow the instructions in the Notice and Access Card. The paper proxy card you receive will also provide instructions as to how to authorize via the Internet or telephone your proxy to vote your shares according to your voting instructions. Alternatively, you can mark the paper proxy card with how you would like your shares voted, sign and date the proxy card and return it in the envelope provided.

Who is entitled to attend and vote at the Annual Meeting?

Holders of record of shares of our common stock as of the close of business on April 26, 2021 (the 'Record Date') will be entitled to notice of, to attend and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof. You may authorize a proxy to vote your shares without attending the Annual Meeting. At the close of business on the Record Date, there were 137,244,301 shares of our common stock issued and outstanding and entitled to vote. Each share of our common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.

Attendance and participation at the Annual Meeting is limited to stockholders of record and to stockholders whose shares are registered in the name of a broker, bank or other nominee, and for which such stockholder has requested and obtained a valid proxy card, with a unique 16-digit control number, from their broker, bank or other nominee.

What is the difference between being a 'record holder' and holding shares in 'street name'?

A record holder (also called a 'registered holder') holds shares in his or her name. Shares held in 'street name' means that shares are held in the name of a broker, bank, or other nominee on the holder's behalf.

What do I do if my shares are held in 'street name'?

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the 'beneficial owner' of shares held in 'street name.' The proxy materials have been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your broker, bank or other nominee on how to submit your voting instructions.

How many shares must be present to hold the Annual Meeting?

A quorum must be present, online or by proxy, at the Annual Meeting for any business to be conducted. The holders of a majority in voting power of the Company's common stock issued and outstanding and entitled to vote, present in person, or by remote communication, or represented by proxy, constitutes a quorum. If you sign and return your paper proxy card or authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even if you abstain, withhold or fail to vote as indicated in the proxy materials.

Broker non-votes will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.

What are 'broker non-votes'?

A 'broker non-vote' occurs when shares held by a broker in 'street name' for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion.

Under current stock exchange interpretations that govern broker non-votes, each of Proposal No. 1 for the election of Director nominees and Proposal No. 3 for approval, on an advisory (non-binding) basis, of the compensation of our named executive officers is considered a non-discretionary matter, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposal. Proposal No. 2 for ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2021, is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on the proposal.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present or represented at the scheduled time of the Annual Meeting, then either (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present by remote communication or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

How do I vote my shares without attending the Annual Meeting?

We recommend that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote electronically. If you are a stockholder of record, there are four ways to vote by proxy:

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 16, 2021.

If your shares are held in the name of a broker, bank or other holder of record, you will receive instructions on how to vote from the broker, bank or other holder of record. You must follow the instructions of such broker, bank or other holder of record in order for your shares to be voted.

Access to the Audio Webcast of the Annual Meeting. The live audio webcast of the Annual Meeting will begin promptly at 8:00 a.m. Eastern Time. We encourage stockholders to login to this website and access the webcast before the Annual Meeting's start time. Online check-in will begin at 7:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures.

Submitting questions at the Annual Meeting. As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the Annual Meeting in accordance with the rules of conduct for the Annual Meeting that are pertinent to the Company and the meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. The rules of conduct for the Annual Meeting will be available at www.virtualshareholdermeeting.com/BJ2021during the Annual Meeting. Only stockholders who log in using their unique 16-digit control number, which appears on the Notice and Access Card and the instructions that accompany the proxy materials, will be able to submit questions at the Annual Meeting.

Availability of live webcast to team members and other constituents. The live audio webcast will be available not only to our stockholders, but also to our team members and other constituents. Such constituents will be able to attend the virtual Annual Meeting by accessing www.virtualshareholdermeeting.com/BJ2021and following the guest login instructions; they will not, however, be able to vote or submit questions.

Webcast replay of the Annual Meeting will be available until the sooner of June 16, 2022 or the date of the next Annual Meeting of Stockholders to be held in 2022.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

How does the Board recommend that I vote?

The Board recommends that you vote:

How many votes are required to approve each proposal?

The table below further summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted:

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board's recommendations are set forth above, as well as with the description of each proposal in this Proxy Statement.

Who will count the votes?

Representatives of Broadridge Investor Communications Solutions, Inc. ('Broadridge') will tabulate the votes, and representatives of Broadridge will act as inspectors of election.

Can I revoke or change my vote after I submit my proxy?

Yes. Whether you have voted by mail, telephone or Internet, if you are a stockholder of record, you may change your vote and revoke your proxy by:

If you hold shares in street name, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also change your vote or revoke your proxy at the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance online (without further action) at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Company before your proxy is voted or you vote at the Annual Meeting.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by Directors, officers or employees (for no additional compensation) in-person or by telephone, electronic transmission and facsimile transmission. Brokers, banks and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

PROPOSALNO. 1 ELECTION OF DIRECTORS

Board Size and Structure

Our charter provides that the number of directors which shall constitute the whole Board shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of Directors. The Board currently consists of nine directors. and is divided into three classes (Class I, Class II and Class III), with the terms of our Class III directors, Messrs. Baldwin, Parent and Steele expiring at the Annual Meeting. Our current directors and their respective terms are set forth below.

On April 8, 2021, Mr. Lee Delaney, who was then serving as our President, Chief Executive Officer and a director, passed away unexpectedly. Mr. Bob Eddy, was appointed to the Board effective April 19, 2021 to fill the vacancy resulting from Mr. Delaney's passing. Prior to his appointment to the Board, Mr. Eddy had served as the Company's Executive Vice President, Chief Financial and Administrative Officer, and is currently serving as President and Chief Executive Officer of the Company.

At the annual meeting of stockholders held in 2020, our stockholders approved an amendment to our charter that provides for the annual election of directors. As a result, commencing with the class of directors standing for election at the Annual Meeting, directors will stand for election for one-year terms expiring at the next succeeding annual meeting of stockholders. The directors who were elected at our annual meeting of stockholders held in 2020, whose terms will expire in 2023, and the directors who were elected at our annual meeting of stockholders held in 2019, whose terms will expire in 2022, will hold office until the end of their terms. In addition, until the Board is completely declassified, any director elected or appointed to the Board to fill a vacancy on the Board as a result of an increase in the size of the Board or due to the death, resignation, retirement, disqualification or removal of a director who was elected for a three-year term will continue to hold office until the next election of the class for which such director is chosen; thereafter, any director so appointed will hold office until our next annual meeting of stockholders following such appointment. In all cases, each director will hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. Following the 2022 Annual Meeting, the Board will be completely declassified.

Based on an evaluation in accordance with our standard review process for director candidates and the recommendation of the nominating and corporate governance committee, the Board has nominated each of our director nominees to stand for election at the Annual Meeting, If elected by the stockholders at the Annual Meeting, Messrs. Baldwin, Parent and Steele will each serve for a one-year term expiring at the 2022 annual meeting of stockholders and until the election and qualification of his successor or until his earlier death, resignation or removal. See the section entitled 'Corporate Governance-Director Nominations Process' below for more information regarding our standard review process for director candidates.

Each Director nominee is currently serving as a Director of the Company. We have no reason to believe that any Director nominee will be unable or unwilling to serve, if elected. If, however, prior to the Annual Meeting, the Board of Directors should learn that any Director nominee is unable or unwilling to serve as a Director for any reason, and if the Board shall designate a substitute nominee, the persons named as proxies will vote for the election of the substitute nominee designated by the Board. Alternatively, the persons named as proxies, at the Board's discretion, may vote for that fewer number of nominees as results from the inability of any nominee to serve.

Generally, vacancies or newly created Directorships on the Board will be filled only by vote of a majority of the Directors then in office and will not be filled by the stockholders, unless the Board determines by resolution otherwise.

Information About Director Nominees and Continuing Directors

The following pages contain certain biographical information as of May 5, 2021 for each Director nominee and each Director whose term as a Director will continue after the Annual Meeting, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the Director or Director nominee currently serves as a Director or has served as a Director during the past five years.

We believe that all of our Directors and nominees display personal and professional integrity, satisfactory levels of education and/or business experience; broad-based business acumen, an appropriate level of understanding of our business and its industry and other industries relevant to our business, the ability and willingness to devote adequate time to the work of the Board and its committees, skills and personality that complement those of our other Directors that helps build a Board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background, and the ability to represent the interests of all of our stockholders. The information presented below regarding each Director nominee and continuing Director also sets forth specific experience, qualifications, attributes and skills, in addition to those set forth above that led the Board to the conclusion that such individual should serve as a Director in light of our business and structure.

Nominees for Election to One-Year Terms Expiring at the 2022 Annual Meeting of Stockholders

Christopher J. Baldwin has been our Executive Chairman of the Board since April 2021. Mr. Baldwin also currently serves as a Managing Partner of CVC (U.S.) Advisers, Inc. and Executive Chairman of PDC Brands. Mr. Baldwin joined BJ's in September 2015 as President and Chief Operating Officer and director and subsequently was promoted to Chief Executive Officer in February 2016 and was named Chairman of the Board in 2018, both positions he held until February 2020. Mr. Baldwin was Executive Chairman of the Board from February 2020 to August 2020 and was Chairman of the Board from August 2020 until April 2021 when he became Executive Chairman of the Board in connection with Mr. Delaney's unexpected passing. Prior to joining BJ's, he was Chief Executive Officer of Hess Retail Corporation, a global independent energy company and spin-off of Hess Corporation, from 2010 to March 2015. Before joining Hess Retail Corporation, he held executive roles at Kraft Foods Group, Inc. (now The Kraft Heinz Company), a food and beverage company, from 2007 to 2010, and The Hershey Company, a global confectionary manufacturer, from 2004 to 2007. Earlier in his career, Mr. Baldwin also held various roles at Nabisco, a manufacturer of cookies and snacks, and The Procter & Gamble Company, a multinational consumer goods corporation. Mr. Baldwin is an executive board member of the National Retail Federation, the world's largest retail trade association. Mr. Baldwin is also active in the community, serving as an executive board member at Harlem Lacrosse and Leadership, a school-based nonprofit that provides educational intervention, leadership training and lacrosse for at-risk youth. Mr. Baldwin graduated from Siena College in Loudonville, New York with a bachelor's degree in Economics. We believe that Mr. Baldwin's unique familiarity with our business and significant experience in the retail industry qualifies him to serve on the Board of Directors.

Ken Parent has been a director of the Company since 2011. Mr. Parent currently serves as Special Advisor to the Chairman and Chief Executive Officer of Pilot Flying J, the largest travel center operator in North America. From 2014 to December 31, 2020, Mr. Parent served as President of Pilot Flying J. In this role, he oversaw all company functions, including human resources, technology, finance, real estate and construction. Mr. Parent also lead strategic initiatives on behalf of Pilot Flying J. Prior to becoming President, he served as Executive Vice President, Chief Operating Officer of Pilot Flying J from 2013 to 2014. Prior to that, Mr. Parent served as Pilot Flying J's Senior Vice President of Operations, Marketing and Human Resources from 2001 to 2013 where he managed store and restaurant operations, marketing, sales, transportation and supply and distribution. Mr. Parent holds a Masters of Business Administration and a bachelor's degree in Marketing from San Diego State University. We believe that Mr. Parent's experience in the retail industry qualifies him to serve on the Board of Directors.

Robert Steele has been a director of the Company since 2016 and, in May 2019 was appointed to serve as our lead director. Mr. Steele is on an advisory board for CVC, a private equity and investment advisory firm. From 2007 to 2011, Mr. Steele served as Vice Chairman of Global Health and Well-Being at The Procter & Gamble Company, a multinational consumer goods corporation, retiring in 2011. Mr. Steele spent 35 years with The Procter & Gamble Company, where he served as Group President of Global Household Care, Group President of North America, VP North America home care and in a range of brand management and sales positions. Mr. Steele formerly served on the board of Kellogg Company from 2007 to 2012; the board of Beam Co. from 2012 to 2014; the board of Keurig Green Mountain, Inc. from 2013 to 2016; and as trustee of The St. Joseph Home for Handicapped Children from 1995 to 2012. He currently serves on the boards of directors of Newell Brands, Inc. and Berry Global Group, Inc. and previously served on the board of directors of LSI Industries, Inc. from July 2016 to June 2019. Mr. Steele holds a Masters of Business Administration from Cleveland State University and a bachelor's degree in Economics from the College of Wooster. We believe that Mr. Steele's experience serving on the boards of a number of large companies across various industries qualifies him to serve on the Board of Directors.

Directors Whose Terms Expire at the 2022 Annual Meeting of Stockholders

Michelle Gloeckler has been a director of the Company since 2019. Ms. Gloeckler is a former retail executive with more than thirty years of experience in retail, consumer-packaged goods, merchandising, sourcing, manufacturing and strategy. She was the executive vice president, Chief Merchant for Academy Sports & Outdoors, a sporting goods retailer, from August 2016 to January 2019. Ms. Gloeckler served as Executive Vice President, Consumables, Health and Wellness at Walmart Inc., a NYSE-listed general merchandise retailer, from February 2009 to August 2016, where she led their health and wellness unit and US manufacturing initiative. Prior to that, Ms. Gloeckler held leadership roles at The Hershey Company, a global confectionary manufacturer. Ms. Gloeckler served on the board of Benson Hill, an agricultural technology company from February 2019 to February 2021. She currently serves on the Board of Holley Performance (HLLY), Lagunita Acquisitions SPAC and is a member of The University of Michigan Dean's Advisory Council. She holds a bachelor's degree in Communication and Psychology from the University of Michigan. We believe that Ms. Gloeckler's experience in the retail industry qualifies her to serve on the Board of Directors.

Christopher H. Peterson has been a director of the Company since 2018. Mr. Peterson is currently the Chief Financial Officer and President, Business Operations at Newell Brands, Inc., a consumer and commercial products producer. Prior to this role, he was Chief Operating Officer, Operations at Revlon, Inc., a beauty products retail company, where he led the global Supply Chain, Finance and IT functions from April 2017 to July 2018. From 2012 to May 2016, Mr. Peterson was at Ralph Lauren, an apparel manufacturing company, where he was recruited as Senior Vice President, Chief Financial Officer and later served as President, Global Brands. Prior to his time at Ralph Lauren, he spent 20 years at The Procter & Gamble Company, an NYSE-listed multinational consumer goods corporation, in various roles of increasing responsibility, the latest of which was Vice President and Chief Financial Officer, Global Household Care. Mr. Peterson has a bachelor's degree from Cornell University in Operations Research and Industrial Engineering. We believe that Mr. Peterson's experience in the consumer goods industry qualifies him to serve on the Board of Directors.

Judith L. Werthauser has been a director of the Company since 2018. Ms. Werthauser is Executive Vice President and Chief Experience Officer at Five Below, Inc., a Nasdaq-listed specialty retail company, which she joined in February 2019. She served as Executive Vice President, Chief People Officer at Domino's Pizza, Inc., a restaurant chain, from January 2016 until February 2019. Prior to joining Domino's, Ms. Werthauser was Senior Vice President of Human Resources at Target Corporation, a general merchandise retailer, from 2008 until September 2015, where she helped lead Target's transformation from a traditional to an omnichannel retailer. Earlier in her career she was Senior Vice President of Human Resources for U.S. Bancorp, a bank holding company, in Minneapolis and held senior human resources positions at Marshall Field's department stores. Ms. Werthauser currently serves on the board of And Go Concepts Holdings, LLC, a food services company. She holds a master's degree in Organization Leadership and a bachelor's degree in Industrial Psychology from the University of Minnesota. We believe that Ms. Werthauser's experience in the retail industry qualifies her to serve on the Board of Directors.

Directors Whose Terms Expire at the 2023 Annual Meeting of Stockholders

Bob Eddy has been a director of the Company since April 2021 and currently serves as President and Chief Executive Officer of the Company. Mr. Eddy joined the Company in 2007 as Senior Vice President, Finance and was named Executive Vice President and Chief Financial Officer in 2011 and served as Executive Vice President, Chief Financial and Administrative Officer from 2018 to April 2021 when he became President and Chief Executive Officer in connection with Mr. Delaney's unexpected passing. Prior to joining BJ's, Mr. Eddy served retail and consumer products companies as a member of the audit and business advisory practice of PricewaterhouseCoopers LLP, in Boston and San Francisco. From 2013 to 2017, Mr. Eddy chaired the Financial Executives Council of the National Retail Federation. He is also a member of the Board of Trustees of The Boston Children's Hospital and is a member of the College Advisory Board for Babson College. Mr. Eddy is a graduate of Babson College in Wellesley, Massachusetts, and Phillips Academy in Andover, Massachusetts.

Maile Naylor, nee Clark (Maile Clark) has been a director of the Company since 2019. Ms. Clark spent twenty-five years working in the investment management industry analyzing and evaluating global consumer discretionary companies. She previously worked as an Investment Officer at MFS Investment Management, a global asset management company, from September 2005 until her retirement from the investment management industry in April 2018. Prior to that, Ms. Clark also held positions at Scudder Kemper Investments and Wellington Management, each investment management firms. Ms. Clark currently serves on the board of Laird Superfood, Inc. and is a member of the Board of Advisors of the Boston Ballet and Board of Overseers of the Boston Children's Museum. She holds a bachelor's degree in Finance from Boston University and is a CFA charter holder. We believe that Ms. Clark's experience in the investment management industry qualifies her to serve on the Board of Directors.

Thomas A. Kingsbury has been a director of the Company since 2020. Most recently, Mr. Kingsbury served as the President and Chief Executive Officer of Burlington Stores, Inc., an NYSE-listed retailer, from 2008 to September 2019. Mr. Kingsbury also served as a member of the board of directors of Burlington Stores, Inc. from 2008 until February 2020, as Chairman of the board of directors from May 2014 to September 2019 and as their Executive Chairman from September 2019 to February 2020. Prior to that, he was Senior Executive Vice President - Information Services, E-Commerce, Marketing and Business Development of Kohl's Corporation, an NYSE-listed operator of department store chains, from 2006 to 2008. Mr. Kingsbury also held various management positions with The May Department Stores Company, an operator of department store chains, including President and Chief Executive Officer of the Filene's division. Mr. Kingsbury is a member of the boards of directors of Tractor Supply Company and Big Lots, Inc. Mr. Kingsbury holds a bachelor's degree from the University of Wisconsin-Madison. We believe that Mr. Kingsbury's executive roles in the retail industry qualifies him to serve on the Board of Directors.

Board Recommendation

The Board of Directors unanimously recommends you vote FOR the election of each of Christopher J. Baldwin, Ken Parent and Robert Steele as a director to hold office until the 2022 Annual Meeting and until his successor has been duly elected and qualified.

PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Appointment of Independent Registered Public Accounting Firm

The Audit Committee appoints our independent registered public accounting firm. In this regard, the Audit Committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the Audit Committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the Lead Audit Partner and the audit team assigned to our account, the overall strength and reputation of the firm, the firm's global capabilities relative to our business and the firm's knowledge of our operations. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 1996. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the Audit Committee has appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal year 2021.

Although ratification is not required by our second amended and restated by-laws (the 'Bylaws') or otherwise, the Board is submitting the appointment of PricewaterhouseCoopers LLP to our stockholders for ratification because we value our stockholders' views on the Company's independent registered public accounting firm and it is a good corporate governance practice. If our stockholders do not ratify the appointment, the Audit Committee will take that act into consideration, together with such other factors it deems relevant, in determining its next appointment of independent auditors. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Representatives of PricewaterhouseCoopers LLP are expected to attend the Annual Meeting and to have an opportunity to make a statement if they so desire and be available to respond to appropriate questions from stockholders.

Audit, Audit-Related, Tax and All Other Fees

The table below sets forth the aggregate fees billed to BJ's for services related to fiscal year 2020 and the fiscal year ended February 1, 2020 ('fiscal year 2019'), respectively, by PricewaterhouseCoopers LLP, our independent registered public accounting firm.

Pre-Approval Policies and Procedures

The formal written charter for our Audit Committee requires that the Audit Committee pre-approve all audit services to be provided to us, whether provided by our principal auditor or other firms, and all other services (review, attest and non-audit) to be provided to us by our independent registered public accounting firm, other than de minimis non-audit services approved in accordance with applicable SEC rules.

The Audit Committee has adopted a pre-approval policy that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by our independent registered public accounting firm may be pre-approved. This pre-approval policy generally provides that the Audit Committee will not engage an independent registered public accounting firm to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee or (ii) entered into pursuant to the pre-approval policies and procedures described in the pre-approval policy. Unless a type of service to be provided by our independent registered public accounting firm has received this latter general pre-approval under the pre-approval policy, it requires specific pre-approval by the Audit Committee.

On an annual basis, the Audit Committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by the Company's independent registered public accounting firm without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations. Any member of the Audit Committee to whom the committee delegates authority to make pre-approval decisions must report any such pre-approval decisions to the Audit Committee at its next scheduled meeting. If circumstances arise where it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories or above the pre-approved amounts, the Audit Committee requires pre-approval for such additional services or such additional amounts.

The services provided to us by PricewaterhouseCoopers LLP in fiscal year 2020 and fiscal year 2019 were provided in accordance with our pre-approval policies and procedures, as applicable.

Board Recommendation

The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2021.

Audit Committee Report

The Audit Committee operates pursuant to a charter which is reviewed periodically by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the discussion of 'Corporate Governance - Audit Committee.' Under the Audit Committee charter, management is responsible for the preparation, presentation and integrity of the Company's financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.

In the performance of its oversight function, the Audit Committee reviewed and discussed with management the Company's audited financial statements for fiscal year 2020. The Audit Committee also discussed with the Company's independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the 'PCAOB') and the SEC. In addition, the audit committee received and reviewed the written disclosures and the letters from the Company's independent registered public accounting firm required by applicable requirements of the PCAOB, regarding such independent registered public accounting firm's communications with the Audit Committee concerning independence, and discussed with the Company's independent registered public accounting firm their independence from the Company.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the Company's audited financial statements be included in its Annual Report on Form 10-K for fiscal year 2020 filed with the SEC.

Submitted by the Audit Committee of the Board of Directors:

Christopher H. Peterson (Chair)

Maile Clark

Robert Steele

EXECUTIVE OFFICERS

The table below identifies and sets forth certain biographical and other information regarding our executive officers (other than for Messrs. Baldwin and Eddy, whose biographies appear above under ' Nominees for Election to One-Year Terms Expiring at the 2022 Annual Meeting of Stockholders' and 'Directors Whose Terms Expire at the 2022 Annual Meeting of Stockholders', respectively) as of May 5, 2021. There are no family relationships among any of our executive officers or directors.

Laura L. Felice has served as our Executive Vice President, Chief Financial Officer since April 2021. Prior to that Ms. Felice served as Senior Vice President, Controller since November 2016 and was responsible for the integrity of our financial records. Prior to joining BJ's, Ms. Felice worked at Clarks Americas, Inc., a footwear chain, since 2008 in positions of increasing responsibility, including most recently as Senior Vice President of Finance from November 2015 to November 2016, where she led all aspects of commercial finance for the Americas region distribution channels. Additionally, Ms. Felice worked at PricewaterhouseCoopers LLP, a multinational professional services firm from 2003 to 2008. She holds a Master of Accounting and a Bachelor's Degree with a double major in Finance and Accounting from Boston College. She is also a CPA.

Paul Cichocki has served as our Executive Vice President, Chief Commercial Officer since April 2021 and oversees merchandising, membership, marketing and analytics. From April 2020 to April 2021, Mr. Cichocki served as Executive Vice President, Membership, Analytics and Business Transformation and was responsible for the strategy and vision for the Company's membership, marketing and analytics divisions. Prior to joining BJ's, Mr. Cichocki most recently served as Partner at Bain & Company, a management consulting firm, from 2005 to April 2020, where he led Bain's scale consulting delivery capabilities and was responsible for integrating and coordinating Bain's consulting support and delivery organizations globally. He initially joined Bain & Company in 1997 as a consultant and spent more than 20 years serving clients across a range of industries, including retail, consumer products, financial services and food and beverage. Mr. Cichocki was also a member of Bain & Company's Global Operating Committee from 2017 to 2020 and Investment Committee from 2019 to 2020. Prior to Bain & Company, Mr. Cichocki worked as an Operating Manager at Frito-Lay, a snack manufacturing division of PepsiCo., from 1991 to 1995. Mr. Cichocki attended Harvard Business School, where he earned a Masters of Business Administration with distinction. He is also a graduate from the University of Massachusetts, where he received a Bachelor's Degree in operations management with high honors.

Jeff Desroches joined BJ's in 2001 and has served as our Executive Vice President, Club Operations Officer since April 2018. As Executive Vice President, Club Operations Officer, Mr. Desroches leads all operations, Club Team Members, Regional Field Staff, and policies and procedures at all the Company's clubs and fuel stations as well as supply chain and asset protection. Prior to that, Mr. Desroches held several positions at BJ's, including Regional Asset Protection Manager for the Metro New York market from 2001 to 2007, Vice President of Asset Protection from 2007 to 2010 and Senior Vice President of Supply Chain from 2010 until his promotion to his current role in April 2018. Prior to BJ's, Mr. Desroches held various operational and warehousing roles at Service Merchandise Company, Inc., a retail chain, from 1993 to 2000 and Kmart Corporation, a discount department store chain, from 2000 to 2001. He holds a Bachelor's Degree in Criminal Justice and Law Enforcement Administration from American Intercontinental University.

Scott Kessler has served as our Executive Vice President, Chief Information Officer since May 2017 and is responsible for information technology, including ensuring that the Company has the technology, systems and people in place to support the Company's transformation. Prior to joining the Company, he was Executive Vice President, Chief Information Officer at Belk, Inc., a department store chain, from 2014 to October 2016, where he led efforts to strengthen the information technology systems, improve system operations and further define the omnichannel roadmap. Prior to that, Mr. Kessler was Senior Vice President, Products Technology at GSI Commerce, Inc., a technology and services company, from 2004 to 2013. Mr. Kessler holds a Masters of Business Administration and a Bachelor's Degree from Fairleigh Dickinson University.

Brian Poulliot joined BJ's in 2010 and has served as our Executive Vice President, Enterprise Analytics since April 2020 and is responsible for building an integrated analytics team that will support many areas of our business. His prior roles at BJ's include serving as Executive Vice President, Chief Membership Officer from October 2016 to April 2020, where he was responsible for overseeing all aspects of the Company's membership programs, including acquisition, retention, engagement and analytics capabilities, as Senior Vice President, Strategic Planning & Analysis from 2012 to October 2016, during which time he oversaw corporate financial planning and analysis, strategic pricing, category profitability and site selection research for the Company, and as our Vice President of Financial Accounting and Reporting from 2010 to 2012. In 2006, Mr. Poulliot joined Thermo Fisher Scientific Inc., a NYSE-listed world leader in serving science, through the merger of Thermo Electron Corporation and Fisher Scientific International, Inc., which he joined in 2004. Mr. Poulliot graduated from Merrimack College in North Andover, Massachusetts in 1996 with a bachelor's degree in Business Administration with a concentration in Accounting and earned his CPA license in 1999.

William C. Werner has served as our Executive Vice President, Strategy and Development since April 2021 and is responsible for building the Company's market expansion and key strategic initiatives. Previously, Mr. Werner served as our Senior Vice President, Strategic Planning and Investor Relations from November 2016 to April 2021, Senior Vice President, Finance from 2013 to November 2016 and as our Vice President, Accounting and Financial Reporting from 2012 to 2013. Prior to joining the Company, Mr. Werner was a Director in the Deals practice at PricewaterhouseCoopers LLP, a multinational professional services firm, from 2007 to 2012. He holds a Bachelor's Degree with a double major in Mathematics and Accounting from the College of the Holy Cross.

Graham Luce has served as our Senior Vice President, General Counsel and Secretary since April 2015 and provides senior management with strategic advice on Company initiatives, complex business transactions and litigation, as well as counsel on all corporate governance-related matters. He also serves as Secretary of the Company. Prior to joining the Company, Mr. Luce worked at Bain & Company, a management consulting firm, from 2000 to April 2015 and Goodwin Procter LLP, a global law firm, from 1995 to 2000. He holds a Juris Doctor from Boston University School of Law and Bachelor's Degrees in Political Science and Electrical Engineering from Tufts University.

Monica Schwartz has served as our Senior Vice President, Chief Digital Officer since joining BJ's in August 2020 and is responsible for driving the Company's vision and strategy for its e-commerce and omnichannel efforts. Ms. Schwartz most recently served as Vice President, Online Merchandising at The Home Depot, Inc., a home improvement retailer, from December 2017 to September 2019 and was responsible for the e-commerce site and driving innovation. Prior to that, she served as the Executive Vice President of Digital at Nine West Group, a fashion retailer, from 2015 to 2017. From 2014 to 2015 Ms. Schwartz served as Chief Global Digital Officer at Stuart Weitzman Holdings, LLC, a women's footwear and handbag retailer. From 2012 to 2014, she served as Executive Director, e-commerce at David Yurman Enterprises, LLC, a jewelry design company. Prior to that she held positions of increasing responsibility at E-bay, Inc., an e-commerce corporation, from 2007 to 2012. From 1998 to July 2007, she held positions with Countrywide Financial Corporation, a financial services company, and MediaHippo, an online advertising company. She holds a Masters of Business Administration at the University of California, Los Angeles Anderson School of Management and a bachelor's degree in Fine Arts from Miami University.

Kristyn M. Sugrue joined BJ's in 2011 and has served as our Senior Vice President, Treasurer since February 2017. As Senior Vice President, Treasurer, Ms. Sugrue is responsible for managing the Company's treasury functions, including the banking, risk management, insurance and tax groups. Previously, Ms. Sugrue served as our Vice President of Tax from 2011 to February 2017. Prior to joining BJ's, Ms. Sugrue held various finance management positions from 1998 to 2011 at publicly traded companies, including Virtusa Corporation, an information technologies service company, Akamai Technologies, Inc., a content delivery network, and Staples, Inc., an office retail company, and was a member of the tax practice at both Ernst & Young LLP and Arthur Andersen LLP, both multinational professional services firms, in Boston from 1990 to 1998. She holds a bachelor's degree in Accounting from Boston College and is a CPA.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines. A copy of these Corporate Governance Guidelines can be found in the 'Governance Documents' section of the 'Corporate Governance' page of our website located at www.bjs.com, or by writing to our Secretary at our offices at 25 Research Drive, Westborough, Massachusetts 01581. Among the topics addressed in our Corporate Governance Guidelines are:

Board Leadership Structure

Our Bylaws provide the Board of Directors with flexibility to combine or separate the positions of chairperson of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of the Company and its stockholders. In addition, our Corporate Governance Guidelines provide that, in order to maintain the independent integrity of the Board of Directors, if the chairperson of the Board is a member of management or does not otherwise qualify as an independent Director, the independent members of the Board may appoint an independent Director to serve as Lead Director.

The Board of Directors understands that no single approach to Board leadership is universally accepted and that the appropriate leadership structure may vary based on several factors, such as a company's size, industry, operations, history and culture. Accordingly, the Board, with the assistance of the Nominating and Corporate Governance Committee, assesses its leadership structure in light of these factors and the current environment to achieve the optimal model for us and for our stockholders.

Based on this assessment, effective as of February 2020, the Board of Directors separated the roles of Chief Executive Officer and Chairman of the Board and, as described in more detail below, also has a Lead Director. Currently, Mr. Baldwin serves as our Executive Chairman of the Board, Mr. Eddy serves as our Chief Executive Officer and Mr. Steele serves as our Lead Director. Mr. Steele was appointed Lead Director in May 2019 by the independent members then serving on the Board. The Board of Directors believes that this leadership structure best serves us and is appropriate given the needs of a company our size and the wide spectrum of issues we face because it (i) provides us with the continued benefits of the experience, knowledge and vision of Mr. Baldwin, who served as our Chief Executive Officer from February 2016 to February 2020 and as our Chairman or Executive Chairman, as applicable, of the Board from February 2018 until present and (ii) allows the Chief Executive Officer to focus his efforts on setting the strategic direction of the Company and providing day-to-day leadership of the Company while the Chairman of the Board focuses on presiding at meetings of the Board and overall planning and relations with Directors. In addition, the Board of Directors expects the Lead Director role to continue to enhance and provide further assurances to our stockholders regarding the strong independent oversight exercised by the Board. As Lead Director, Mr. Steele presides over all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of independent Directors; approves Board meeting schedules and agendas; and acts as the liaison between the independent Directors and the Chief Executive Officer and the Chairman of the Board.

Director Independence

Under our Corporate Governance Guidelines and the New York Stock Exchange (the 'NYSE') rules, a Director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries. In addition, the Director must meet the bright-line tests for independence set forth by the NYSE rules. The Board of Directors has affirmatively determined that each of our Directors, other than Bob Eddy, our Chief Executive Officer, and Christopher J. Baldwin, our Executive Chairman of the Board, qualifies as independent under the applicable NYSE rules.

In arriving at the foregoing independence determinations, the Board of Directors reviewed and discussed information provided by the directors with regard to each director's business and personal activities and any relationships they have with us and our management. In making the director independence determinations regarding Messrs. Peterson and Steele, the Board considered that they serve as an executive officer and on the board of directors of Newell Brands, Inc., respectively, one of the Company's vendors and from whom we purchase products in the ordinary course of business, on arm's-length terms, in amounts and under other circumstances that the Board determined did not affect Messrs.. Peterson and Steele's independence. In 2020, the Company's payments to Newell Brands, Inc. were less than 1.0% of Newell Brands Inc.'s net sales, and Messrs. Peterson and Steele had no direct or indirect material interest in the sales Newell Brands, Inc. makes to the Company.

Board Committees

The Board of Directors has three standing committees: an Audit Committee, an Executive Compensation Committee and a Nominating and Corporate Governance Committee, each of which has the composition and the responsibilities described below. In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues. Each of the Audit Committee, the Executive Compensation Committee and the Nominating and Corporate Governance Committee operates under a written charter.

Audit Committee

Our Audit Committee is responsible for, among other things:

Our Audit Committee currently consists of Ms. Clark and Messrs. Peterson and Steele, with Mr. Peterson serving as Chair. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the NYSE. The Board of Directors has affirmatively determined that each of Ms. Clark and Messrs. Peterson and Steele qualifies as 'independent' under the NYSE's standards and Rule 10A-3 of the Exchange Act of 1934, as amended (the 'Exchange Act') applicable to Audit Committee members. In addition, the Board of Directors has determined that each of Ms. Clark and Mr. Peterson qualifies as an 'Audit Committee Financial Expert,' as such term is defined in Item 407(d)(5) of Regulation S-K.

Executive Compensation Committee

Our Executive Compensation Committee is responsible for, among other things:

Our Executive Compensation Committee currently consists of Messrs. Kingsbury and Parent and Ms. Werthauser, with Ms. Werthauser serving as Chair. The Board of Directors has determined that each of Messrs. Kingsbury and Parent and Ms. Werthauser qualify as 'independent' under NYSE's heightened standards applicable to Executive Compensation Committee members and each of Mr. Parent and Ms. Werthauser qualifies as a 'Non-Employee Director' as defined in Section 16b-3 of the Exchange Act.

The Executive Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. Before selecting any such consultant, counsel or advisor, the Executive Compensation Committee reviews and considers the independence of such consultant, counsel or advisor in accordance with applicable NYSE rules. We must provide appropriate funding for payment of reasonable compensation to any consultant, counsel or advisor retained by the Executive Compensation Committee.

Compensation Consultants

In accordance with its authority to retain consultants and advisors described above, the Executive Compensation Committee engaged the services of Exequity, LLP ('Exequity'), a national compensation consulting firm, as its compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in administering our compensation program.

All services related to executive compensation provided by Exequity during fiscal year 2020 were conducted under the direction or authority of the Executive Compensation Committee, and all work performed by Exequity was pre-approved by the Executive Compensation Committee. Neither Exequity nor any of its affiliates maintains any other direct or indirect business relationships with us or any of our subsidiaries. Additionally, during fiscal year 2020, Exequity did not provide any services to us unrelated to executive and Director compensation.

The Executive Compensation Committee evaluated whether any work provided by Exequity raised any conflict of interest under applicable SEC or NYSE rules for services performed during fiscal year 2020 and determined that it did not.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee oversees and assists the Board of Directors in reviewing and recommending nominees for election as Directors. Our Nominating and Corporate Governance Committee is responsible for, among other things:

Our Nominating and Corporate Governance Committee currently consists of Mses. Gloeckler and Werthauser, with Ms. Werthauser serving as chair. The Board has determined that each of Mses. Gloeckler and Werthauser qualifies as 'independent' under applicable NYSE rules for purposes of serving on the Nominating and Corporate Governance Committee.

Board and Board Committee Meetings and Attendance

During fiscal year 2020, the Board of Directors met seven (7) times, the Audit Committee met seven (7) times, the Executive Compensation Committee met four (4) times and the Nominating and Corporate Governance Committee met four (4) times. During fiscal year 2020, each of our Directors attended at least 75% of the aggregate of (1) the total number of meetings of the Board of Directors held during the period for which he or she was a Director and (2) the total number of meetings for all committees of the Board of Directors on which he or she served during the periods that he or she served.

Executive Sessions

Our Corporate Governance Guidelines require that the Board hold executive sessions, which are meetings of the non-management members of the Board, at least twice per year, and that our independent Directors meet in a private session that excludes management and any non-independent Directors at least once per year. Currently, all of our non-management Directors are also independent Directors under the NYSE rules. In accordance with our Corporate Governance Guidelines, our independent Directors meet at least twice a year in a private session that excludes members of management and Messrs. Baldwin and Eddy, as Non-Independent Directors. Robert Steele, as Lead Director, presides at such sessions.

Director Attendance at Annual Meeting of Stockholders

We do not have a formal policy regarding the attendance of our Board members at our Annual Meetings of Stockholders, but we expect all Directors to make every effort to attend any meeting of stockholders. All members of our Board of Directors then serving attended the 2020 Annual Meeting of Stockholders.

Director Nominations Process

The Nominating and Corporate Governance Committee is responsible for recommending candidates to serve on the Board and its committees. In considering whether to recommend any particular candidate to serve on the Board or its committees or for inclusion in the Board's slate of recommended Director nominees for election at the Annual Meeting of Stockholders, the Nominating and Corporate Governance Committee considers the criteria set forth in our Corporate Governance Guidelines.

Specifically, the Nominating and Corporate Governance Committee may take into account many factors, including: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly-held company; strong finance experience; relevant social policy concerns; experience relevant to the Company's industry; experience as a board member or executive officer of another publicly-held company; relevant academic expertise or other proficiency in an area of the Company's operations; diversity of expertise and experience in substantive matters pertaining to the Company's business relative to other board members; diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. In determining whether to recommend a Director for reelection, the Nominating and Corporate Governance Committee may also consider the Director's past attendance at meetings and participation in and contributions to the activities of the Board.

We do not have a formal policy with regard to the consideration of diversity in identifying Director nominees. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. However, the Board recognizes the value of a diverse Board and thus has included diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience, as factors that will be taken into consideration by the Nominating and Corporate Governance Committee when evaluating the suitability of, and recommending, candidates for election by stockholders, and by the Board in approving such candidates.

In identifying prospective Director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources, including third party recommendations. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as Directors of the Company. The Nominating and Corporate Governance Committee uses the same criteria for evaluating candidates regardless of the source of the referral or recommendation. When considering Director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent Directors, provide a blend of skills and experience to further enhance the Board's effectiveness. In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee also may assess the contributions of those Directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board.

When considering whether the Directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in each of the Board member's biographical information set forth above. We believe that our Directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. This process resulted in the Board's nomination of the incumbent Directors named in this Proxy Statement and proposed for election by you at the Annual Meeting.

The Nominating and Corporate Governance Committee will consider Director candidates recommended by stockholders, and such candidates will be considered and evaluated under the same criteria described above. Any recommendation submitted to the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a Proxy Statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our Directors if elected and must otherwise comply with the requirements under our Bylaws for stockholders to recommend Director nominees. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, BJ's Wholesale Club Holdings, Inc., 25 Research Drive, Westborough, Massachusetts 01581. All recommendations for nominations received by the Secretary that satisfy our Bylaws' requirements relating to such Director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These timing requirements are also described under the heading 'Stockholder Proposals and Director Nominations.'

Board Role in Risk Oversight

The Board of Directors has overall responsibility for risk oversight, including, as part of regular Board and committee meetings, general oversight of executives' management of risks relevant to the Company. A fundamental part of risk oversight is not only understanding the material risks a company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the Board of Directors in reviewing our business strategy is an integral aspect of the Board's assessment of management's tolerance for risk and its determination of what constitutes an appropriate level of risk for the Company. While the full Board has overall responsibility for risk oversight, it is supported in this function by its Audit Committee, Executive Compensation Committee and Nominating and Corporate Governance Committee. Each of the committees regularly reports to the Board.

The Audit Committee assists the Board in fulfilling its risk oversight responsibilities by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls, our compliance with legal and regulatory requirements and our enterprise risk management program. Through its regular meetings with management, including the finance, legal, internal audit, tax, compliance, and information technology functions, the Audit Committee reviews and discusses significant areas of our business and summarizes the key areas of risk and the appropriate mitigating factors for the Board. The Executive Compensation Committee assists the Board by overseeing and evaluating risks related to the Company's compensation structure and compensation programs, including the formulation, administration and regulatory compliance with respect to compensation matters, and coordinating, along with the Chairman of the Board, succession planning discussions. The Executive Compensation Committee periodically reviews the Company's compensation policies and practices and assesses whether such policies and practices are reasonably likely to have a material adverse effect on the Company by encouraging excessive risk-taking. The Nominating and Corporate Governance Committee assists the Board by overseeing and evaluating programs and risks associated with Board organization, membership and structure, and corporate governance. In addition, the Board receives periodic detailed operating performance reviews from management.

Given its role in the risk oversight, the Board of Directors believes that any leadership structure that it adopts must allow it to effectively oversee the executives' management of the risks relating to our operations. Although there are different leadership structures that could allow the Board to effectively oversee the management of such risks, and while the Board believes its current leadership structure enables it to effectively manage such risks, it was not the primary reason the Board selected its current leadership structure over other potential alternatives. See the discussion under the heading 'Board Leadership Structure' above for a discussion of why the Board has determined that its current leadership structure is appropriate.

Committee Charters and Corporate Governance Guidelines

Our Corporate Governance Guidelines, charters of the Audit Committee, Executive Compensation Committee and Nominating and Corporate Governance Committee and other corporate governance information are available under the 'Governance Documents' section of the 'Corporate Governance' page of our website located at www.bjs.com, or by writing to our Secretary at our offices at 25 Research Drive, Westborough, Massachusetts 01581.

Code of Business Ethics

We have adopted a code of business ethics (the 'Code of Conduct') that applies to all of our Directors, officers and employees, including our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller or persons performing similar functions. A copy of our Code of Conduct is available under the 'Governance Documents' section of the 'Corporate Governance' page of our website located at www.bjs.com, or by writing to our Secretary at our offices at 25 Research Drive, Westborough, Massachusetts 01581. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Conduct on our website rather than by filing a Current Report on Form 8‑K.

Corporate Social Responsibility

In response to investor feedback during fiscal years 2019 and 2020, we launched a sustainability page on our investor relations website - https://investors.bjs.com/, which highlights the Company's sustainability efforts as it relates to team members, communities, operations and merchandising. Throughout this site, our goal is to explain how the Company incorporates sustainable and environmentally conscious practices into its business. The examples provided illustrate our progress. We understand that there are still opportunities for improvement, and we continue to strive for improvement in our ever-changing and dynamic industry and environment.

Shareholder Engagement

We regularly engage in outreach efforts with our shareholders. In October 2020, Graham Luce, General Counsel and Secretary, and Faten Freiha, Vice President of Investor Relations, requested meetings with shareholders representing nearly 78% of shares outstanding and ultimately met by phone with shareholders representing approximately 35% of shares outstanding. We provided an open forum to each shareholder to discuss and comment on our business, our response to COVID-19, compensation practices, environmental, social and governance issues. Overall, we received constructive feedback from shareholders. The Company, after this engagement with its shareholders, agreed to continue to keep in contact with them, as well as the other shareholders who chose not to engage with the Company, in order to continue to receive whatever feedback they may have on the Company's business and corporate governance practices. Maintaining ongoing relationships with our shareholders, and understanding our shareholders' views, is a priority for both our Board and management team.

Human Capital

As of January 30, 2021, we had 32,017 full-time and part-time employees, whom we refer to as 'team members.'

Team Member Engagement. We provide all team members with the opportunity to share their opinions and feedback on our culture through a survey that is generally performed every year. Results of the survey are measured and analyzed to enhance the team member experience, promote retention of team members, drive change, and leverage the overall success of our Company.

Diversity. We strive to foster a work environment that includes and embraces diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience. As of the end of fiscal year 2020, 45% of our total workforce were women and 49% were minorities. During fiscal year 2020, 43% of our new hires were women and 54% of our new hires were minorities. We have a zero-tolerance policy on discrimination and harassment and have several systems under which employees can report incidents confidentially or anonymously and without fear of reprisal. To help support our diversity efforts, we created an Inclusion and Diversity Council, which is sponsored by various members of our leadership team and consists of team members with diverse backgrounds and experiences from every part of our business. The council's core objectives are to embrace our diverse team members, members and communities, and to cultivate an inclusive culture where all team members are valued, can develop to their full potential, and fully contribute to the success of the company. Additionally, the council works closely with senior leadership to drive inclusion and diversity at BJ's through various initiatives.

Total Rewards. We believe our team members are the key to our success and we offer competitive programs to meet the needs of our colleagues and their families. Our programs include annual bonuses, 401(k) plans, stock awards, an employee stock purchase plan, paid time off, flexible work schedules, family leave, team member assistance programs, and more, based on eligibility criteria. We take the health and wellness of our team members seriously. We provide our team members with access to a variety of innovative, flexible and convenient health and wellness programs. Additionally, the Home Office provides resources, such as an onsite chiropractor, a medical professional and a fitness center for team members. Such programs are designed to support team members' physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors. The Company also provides team members with comprehensive medical benefits, dental, and behavioral and mental wellness benefits.

Team Member Development.Training and development programs for our team members help retain and advance them into future roles with the company. We provide on-line and on-the-job training through innovative delivery tools which are easy to use and focused on the core skills needed to be successful at BJ's. We provide several management and leadership programs that develop and educate our leaders so they can provide the best work environment and growth opportunities to all our team members.

The COVID-19 pandemic has further reinforced the importance of a safe and healthy workforce. In response to the pandemic, the Company implemented safeguards to protect our essential team members, including increased frequency of cleaning and disinfecting, social distancing practices, face coverings, temperature screening and other measures consistent with specific regulatory requirements and guidance from health authorities. We also instituted travel restrictions and remote work, for team members who were able to work from home.

Community Involvement. We have a long and proud history of investing in the communities where we live and work. BJ's Charitable Foundation was established with the mission to enrich every community BJ's Wholesale Clubs serve. The Foundation supports nonprofit organizations that primarily benefit the underprivileged in the areas of hunger prevention and education. Throughout the year, the Foundation makes multiple donations to support food banks and pantry programs in communities that the clubs serve.

Anti-Hedging and Anti-Pledging Policy

The Board of Directors has adopted an insider trading compliance policy, which applies to all of our Directors, officers and certain designated employees. The policy prohibits our Directors, officers and certain designated employees from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, short sales, and transactions in publicly traded options, such as puts, calls and other derivatives involving our equity securities and also prohibits the pledging of the Company's securities as collateral to secure loans. None of our NEOs has engaged in any hedging transactions with respect to our common stock or pledged any of his or her shares of common stock in the Company.

Communications with the Board

Any stockholder or any other interested party who desires to communicate with the Board of Directors, our non-management Directors or any specified individual Director, may do so by directing such correspondence to the attention of the Secretary at our offices at 25 Research Drive, Westborough, Massachusetts 01581. The Secretary will forward the communication to the appropriate Director or Directors.

Report of the Executive Compensation Committee

The Executive Compensation Committee has discussed and reviewed the following Compensation Discussion and Analysis with management. Based upon this review and discussion, the Executive Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the Executive Compensation Committee of the Board of Directors:

Judith L. Werthauser (Chair)

Thomas A. Kingsbury

Ken Parent

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section discusses the principles underlying the material components of our executive compensation program for our executive officers who are named in the 'Summary Compensation Table' and the factors relevant to an analysis of these policies and decisions. Our named executive officers ('NEOs') for fiscal year 2020 were:

This discussion and analysis also covers compensation and benefits for fiscal year 2020 for Mr. Christopher J. Baldwin, who served as our Executive Chairman through August 2, 2020. Mr. Baldwin served as our Chairman of the Board from August 2, 2020 through April 9, 2021. On April 9, 2021, Mr. Baldwin was re-appointed as Executive Chairman of Board in connection with Mr. Delaney's unexpected passing. See '-Compensation Discussion and Analysis - Mr. Baldwin and Fiscal Year 2020 Compensation' for more information regarding Mr. Baldwin's fiscal year 2020 compensation. For all other sections included under 'Executive Compensation,' Mr. Baldwin is also included as an NEO.

Specifically, this section provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each compensation component that we provide. In addition, we explain how and why the compensation committee arrived at specific compensation policies and decisions involving our NEOs during fiscal year 2020.

Each of the key elements of our executive compensation program is discussed in more detail below. Our compensation program is designed to be flexible and complementary and to collectively serve the principles and objectives of our compensation and benefits programs, including to reflect stockholder values, enhance the link between executive pay and company performance, respond to changing market practices and retain effective leaders who have a significant understanding of our business.

Key Compensation Practices

The following table highlights key features of our executive compensation program that demonstrate the Company's ongoing commitment to promoting stockholder interests through sound compensation governance practices.

Executive Compensation Philosophy and Objectives

Our executive team is critical to our success and to building value for our stockholders. The principles and objectives of our compensation and benefits programs for our executive officers are to:

Roles of the Executive Compensation Committee, Chief Executive Officer and Management in Compensation Decisions

»Role of the Executive Compensation Committee

The Executive Compensation Committee oversees key aspects of the Company's executive compensation programs, including, base salaries, annual incentive and long-term incentive awards, and perquisites or other benefits for the Company's executive officers, including our NEOs. The Executive Compensation Committee approves performance goals for awards granted under our incentive compensation programs. In making its decisions the Executive Compensation Committee considers a variety of factors, including, but not limited to:

» Role of the Chief Executive Officer and Management

The Chief Executive Officer and management manage the compensation programs based on the Executive Compensation Committee's decisions and directives. The Chief Executive Officer makes recommendations to the Executive Compensation Committee regarding compensation of executive officers other than himself.

Engagement of Compensation Consultant

The Executive Compensation Committee is authorized to retain the services of one or more executive compensation advisors, in its discretion, to assist with the establishment and review of our compensation programs and related policies. In fiscal year 2020, the Executive Compensation Committee continued to engage Exequity, an independent national compensation consulting firm, to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in administering our compensation program. Exequity does not provide any services to us other than the services provided to the Executive Compensation Committee. The Executive Compensation Committee evaluates Exequity's independence on an annual basis and believes that Exequity does not have any conflicts of interest in advising the Executive Compensation Committee under applicable SEC or NYSE rules.

Compensation Components

Our executive compensation program is designed to (i) attract, engage and retain high-quality executives, (ii) align compensation with our corporate strategies, business and financial objectives and the long-term interests of our stockholders, (iii) motivate and reward executives whose knowledge, skills and performance ensure our continued success; and (iv) ensure that our total compensation is fair, reasonable and competitive.

The principal components of our executive compensation program are designed to fulfill one or more of the principles and objectives described above. Compensation of our NEOs includes each of the following key elements:

Each of these elements fulfills one or more of the principles and objectives of our executive compensation program. We view each component of our executive compensation program as related, but distinct, and we also regularly reassess the total compensation of our executive officers to ensure that our overall compensation objectives are met. In addition, we have determined the appropriate level for each compensation component, which is based on our understanding of the competitive market the experience of members of the Executive Compensation Committee, advice and information provided by Exequity, our recruiting and retention goals, our view of internal equity and consistency, the length of service of our executive officers, our overall performance, and other considerations the Executive Compensation Committee considers relevant.

We offer cash compensation, in the form of base salaries, annual Company performance-based bonuses and, as circumstances warrant, discretionary individual performance-based bonuses, that we believe appropriately rewards our executive officers for their contributions to our business. When making awards, the Executive Compensation Committee considers the Company's financial and operational performance. A key component of our executive compensation program, however, is long-term incentive awards, which are comprised of performance-based and time-based awards. We emphasize the use of long-term equity awards to incentivize our executive officers to focus on the growth of our overall enterprise value and, correspondingly, the creation of value for our stockholders.

Except as described below, we have not adopted any formal or informal policy or guidelines for allocating compensation between currently-paid and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation.

Each of the primary elements of our executive compensation program is discussed in more detail below. While we have identified particular compensation objectives that each element of executive compensation serves, our compensation programs are designed to be flexible and complementary and to collectively serve all of the executive compensation objectives described above. Accordingly, whether or not specifically mentioned below, we believe that, as a part of our overall executive compensation program, each individual element, to a greater or lesser extent, serves each of our objectives.

Key Fiscal Year 2020 Compensation Decisions

The Executive Compensation Committee generally approves annual compensation levels for NEOs in the first quarter of each fiscal year, though from time to time it may make adjustments to compensation at other times of the year. When determining base salaries, annual bonuses, long-term incentive awards, and other forms of compensation, the Executive Compensation Committee takes into consideration a variety of information, including, but not limited to, data generated from the compensation practices of its peer group companies internal equity, an executive's experience, knowledge of our business and the retail industry, scope of responsibility, corporate performance and individual performance. In particular, the Executive Compensation Committee made the following key compensation decisions for fiscal year 2020:

Assessing Competitive Practice Through Peer Group Comparisons

To gain a general understanding of our current compensation practices, the Executive Compensation Committee reviews the compensation of executives serving in similar positions at peer group companies. The external market data reviewed for fiscal year 2020 was provided by Exequity.

In reviewing and developing the peer group companies for fiscal year 2020, the Executive Compensation Committee considered, at the recommendation of Exequity, industry, annual revenue, market capitalization, enterprise value, EBITDA and gross margin, among other factors for each company. With respect to its executive compensation program, the Company is positioned near the median of the peer group companies based on annual revenue and market capitalization. The peer group companies, along with other market data, used for benchmarking our executive compensation program for fiscal year 2020 was the same as the peer group companies for fiscal year 2019. The Executive Compensation Committee reviews and develops the peer group companies annually with input from Exequity.

In fiscal year 2020, the Executive Compensation Committee considered the pay practices and compensation levels of executives serving in similar positions at the peer group companies when it determined the base salary adjustments, the change in the target payout levels under our Annual Incentive Plan and the size and mix of equity awards granted to our NEOs, each as described below.

Base Salary

We believe it is important to provide a competitive fixed level of pay to attract and retain experienced and successful executives. Annual base salaries compensate our executive officers for fulfilling the requirements of their respective positions and provide them with a level of cash income predictability and stability with respect to a portion of their total compensation.

The following table sets forth fiscal year 2020 and fiscal year 2019 annual base salaries for our NEOs:

The base salaries of our executive officers, including our NEOs, are reviewed periodically by the Executive Compensation Committee and our Chief Executive Officer (except with respect to his own base salary), and adjustments are made as deemed appropriate. In determining the amount of base salary that each NEO receives, we consider the executive's current compensation, tenure, any change in the executive's position or responsibilities and the complexity and scope of the executive's position and responsibilities as compared to those of other executives within the Company and in similar positions at the peer group companies.

The increases to the base salaries of our NEOs for fiscal year 2020, as well as the determination of the starting base salary for Mr. Cichocki, were designed to maintain or establish, as applicable, each NEO's base salary near the median of his counterparty within the peer group companies and were based on the Executive Compensation Committee's review of the benchmarking data for the peer group companies. The additional increase in Mr. Delaney's base salary was made based on a review of competitive market data for Chief Executive Officers and to reflect his promotion to Chief Executive Officer and his responsibilities in that new role.

Annual Incentive Plan Awards

Our Annual Incentive Plan, which became effective on January 29, 2017 (the 'Annual Incentive Plan') is designed to reward participants, including our NEOs, for their contributions to the Company based on the achievement of a pre-established company financial metric, Adjusted EBITDA. We use Adjusted EBITDA, which we define as income from continuing operations before interest expense, net, provision (benefit) for income taxes and depreciation and amortization, adjusted for the impact of certain other items, including: compensatory payments related to options; stock-based compensation expense; pre-opening expenses; management fees; non-cash rent; strategic consulting; costs related to our IPO and the registered offerings by selling stockholders; club closing and impairment charges; reduction in force severance; gas profit outside of a specific collar and other adjustments as determined by the Executive Compensation Committee, to set our performance target under the Annual Incentive Plan because we believe it is a key financial metric measuring the progress of our operational strategy. As each NEO's performance contributes to this metric, we believe it provides a fair and objective basis on which to evaluate each NEO's performance and to determine each NEO's annual cash incentive award under the Annual Incentive Plan.

The Executive Compensation Committee established minimum, target and maximum levels of performance for the Adjusted EBITDA goal shortly after the beginning of fiscal year 2020, based on an assessment of the operating landscape for fiscal year 2020, which may result in variations in these established levels from year to year. Overall the goals for Adjusted EBITDA for fiscal year 2020 were largely consistent with the prior year and no changes were made to the goals for Adjusted EBITDA for fiscal year 2020 or to the target levels of performance due to the novel coronavirus (COVID-19) pandemic. Pursuant to these levels of performance, each NEO could earn 0%, 100% or 200%, respectively, of his target annual cash incentive award.

Additionally, the Executive Compensation Committee established an aggregate target amount of the bonus pool for fiscal year 2020 for purposes of determining the impact on each NEO's cash incentive award of Adjusted EBITDA for fiscal year 2020 being greater than or less than the target performance level (the 'Target Bonus Pool'). To the extent Adjusted EBITDA for fiscal year 2020 exceeded the target performance level, then the amount of the actual bonus pool would equal the sum of (i) the Target Bonus Pool and (ii) one-third of the amount by which Adjusted EBITDA for fiscal year 2020 (without taking into account the reduction to Adjusted EBITDA resulting from cash incentive awards above the target awards amounts) exceeded the target performance level. If Adjusted EBITDA for fiscal year 2020 was less than the target performance level, then the amount of the actual bonus pool would be calculated by subtracting (i) an amount equal to one-half of the amount by which the target performance level exceeded Adjusted EBITDA for fiscal year 2020 (without taking into account the impact to Adjusted EBITDA resulting from cash incentive awards below the target awards amounts) from (ii) the Target Bonus Pool. The amount of each NEO's annual cash incentive award, as a percentage of the target set for each NEO, is equal to the size of such actual bonus pool as a percentage of the Target Bonus Pool (up to a maximum of 200%).

The table below illustrates the relationship between Adjusted EBITDA for fiscal year 2020, cash incentive awards as a percentage of target performance and the size of the bonus pool, with interpolation applying for amounts between levels, as well as actual performance for fiscal year 2020, the percentage of target earned and the actual bonus pool.

The Executive Compensation Committee determined that Adjusted EBITDA for fiscal year 2020 was greater than the maximum performance level, which resulted in an achievement level of 200%. Additionally, the total bonus pool was correspondingly increased by 1/3 the amount by which Adjusted EBITDA for fiscal year 2020 exceeded the target performance level.

Each NEO's target annual cash incentive award opportunity is expressed as a percentage of his or her base salary in effect at fiscal year-end and is based on peer group benchmark data and the scope of responsibility and impact the executive has on the Company's overall results. In fiscal year 2020, the Executive Compensation Committee maintained each NEO's target payout percentage for his fiscal year 2020 award, consistent with fiscal year 2019, with the exception of Lee Delaney's target payout percentage, which was increased to 150% of his base salary from 125% of his base salary.

Given the base salary increases as well as the increase to the size of the total bonus pool, however, each NEO's target annual cash incentive award opportunity increased. These increases, as well as the increase in Mr. Delaney's target payout percentage, were intended to more closely align each NEO's potential annual total cash compensation with the median of the annual total cash compensation paid to executives with similar roles and responsibilities at the peer group companies as well as reflect the impact COVID-19 has had on the operations of the Company during fiscal year 2020.

The following table sets forth fiscal year 2020 target bonuses for each of our NEOs as a percentage of base salary, the percentage of target bonus earned for each NEO as a percentage of base salary and the cash incentive award amounts that were paid to each NEO for fiscal year 2020 based on the achievement of the Adjusted EBITDA goal described above.

Long-Term Incentive Awards

For fiscal year 2020, each of our NEOs received long-term incentive awards comprised of performance share units and restricted stock awards. We designed these awards primarily to motivate, reward and retain our executive officers in a manner that best aligns their interests with the interests of our stockholders. Our executive officers earn performance share units based on the achievement of pre-defined cumulative adjusted EPS goals over a three-year performance period, determined by the compensation committee, and we believe these types of awards provide a direct line of sight for the NEOs between our financial performance and their long-term incentive rewards. Furthermore, the restricted stock component of our long-term incentive awards closely align the incentives provided by these awards with the interests of our stockholders as our executive officers benefit from restricted stock awards when the market price of our common stock increases and all changes to the value of restricted stock, whether positive or negative, directly correspond to those experienced by our stockholders. Therefore, we believe that restricted stock awards and performance share units provide meaningful incentives to our executive officers to achieve increases in the value of our stock over time and are an effective tool for meeting our compensation goals of increasing long-term stockholder value by tying the value of the awards to our future performance and by aligning executive officer compensation with the interests of our stockholders.

Historically, when determining the amount and terms of equity compensation awards we considered, among other things, market information provided by Exequity, individual performance history, job scope, function, title, outstanding and unvested equity awards and comparable awards granted to other executives at similar levels at the peer group companies. The Executive Compensation Committee has also drawn upon the experience of its members in making such determinations.

Based on these considerations, the Executive Compensation Committee determined not to increase the long-term incentive award amounts for the NEOs for fiscal year 2020. The Executive Compensation Committee did, however, approve the transition to performance share units from non-qualified stock options and adjusted the equity mix of the awards to reflect equal weighting of restricted stock and performance share units for such awards for the reasons noted above. The following table sets forth the types of awards we granted, weighting (based on target value) allocated to each type of award for each of our NEOs and vesting terms of our long-term incentive compensation for fiscal year 2020:

In connection with the transition to performance share units, the Executive Compensation Committee determined, after consideration of retention factors associated with the equity scheduled to vest each year given the new delayed vesting period associated with the performance shares units as opposed to the annual vesting associated with the non-qualified stock options, to grant cash transition awards equivalent to 25% of the annual long-term incentive award grant, with one-third of the cash transition award vesting after one year and the remaining two-thirds of the award vesting the year thereafter. The first cash transition awards will be paid in fiscal year 2021.

» Performance Share Unit Awards

We granted performance share unit awards to our NEOs in fiscal year 2020 for 50% of their long-term incentive compensation awards. The performance share unit awards may be earned by our NEOs based on cumulative adjusted EPS growth achieved over a three-year performance period from February 2, 2020 to January 28, 2023. Cumulative adjusted EPS means the sum of the earnings per share, determined by the compensation committee in its sole discretion in accordance with generally accepted accounting practices in the United States, for each of the three fiscal years in the applicable performance period, adjusted to account for: (i) unusual or one-time items of expense or income, including without limitation, asset impairment charges, charges associated with closing or relocating of a club, charges related to debt refinancing or other capital market transactions; (ii) income or expense related to discontinued operations; (iii) restructuring charges including severance charges related to the restructuring and any other non-recurring or out of period charge as approved by the compensation committee and the tax impact of the foregoing adjustments on net income; (iv) the effects of acquisitions, divestitures, stock split-ups, stock dividends or distributions, recapitalizations, warrants or rights issuances or combinations, exchanges or reclassifications with respect to any outstanding class or series of our common stock; (v) a corporate transaction, such as any merger of the Company with another corporation, any consolidation of the Company and another corporation into another corporation, any separation of the Company or its business units; or (vi) any reorganization of us, or any partial or complete liquidation or sale of all or substantially all of our assets. We use cumulative adjusted EPS to set our performance target under the performance share unit awards because we believe (a) it aligns closely with overall shareholder value and indicates our ability to create the same and (b) it is a metric commonly used by companies in our peer group and in the general industry. As each NEO's performance contributes to this metric, we believe it provides a fair and objective basis on which to evaluate each NEO's performance and to determine each NEO's performance share unit award.

The number of units that will be earned, as a percentage of the of the target number of units granted, will be based on threshold, target and maximum levels of performance established by the compensation committee shortly after the beginning of fiscal year 2020, based on their assessment of the Company outlook, which may result in variations in these established levels from year to year. If our cumulative adjusted EPS does not equal or exceed the threshold level established, then our NEOs will not be entitled to earn any shares pursuant to these performance share units. To the extent our performance falls between two of the established levels of performance, the percentage earned will be determined based on straight-line interpolation between the percentages that would have been earned for the established levels of performance. Pursuant to these levels of performance, each NEO could earn 50%, 100% or 200%, respectively, of his target performance share units. The shares earned, if any, will cliff vest as of the end of the performance period based on continued employment through such date.

The table below illustrates the relationship between level of achievement and the performance share unit awards earned as a percentage of target performance, with interpolation applying for amounts between levels.

» Restricted Stock Awards

We also granted restricted stock awards to our NEOs for fiscal year 2020. These awards comprise 50% of their long-term incentive compensation awards and vest in three equal annual installments commencing on April 1, 2021, subject to continued employment through such dates. The following table sets forth the restricted stock awards granted to each of our NEOs for fiscal year 2020.

2020 Equity Compensation Awards

» New Hire and Promotion Awards

Mr. Cichocki was hired as the Company's Executive Vice President, Membership, Analytics and Business Transformation, effective April 1, 2020. In connection with Mr. Cichocki's hiring, he received a grant of 179,497 non-qualified stock options, with a grant date fair value of $1,105,702, as well as a restricted stock award of 59,832 shares, with a grant date fair value of $1,500,000, with one-half scheduled to vest on each April 1, 2021 and 2022, subject to continued employment with us through such dates. The number of options granted is based on the quotient of the dollar amount of the award divided by the closing price of the Company's common stock on the NYSE on the date of grant, which was $25.07, divided by three. The grant date fair value of the option award may differ from the dollar amount of the award.

Mr. Delaney was promoted to the office of President and Chief Executive Officer of the Company, effective February 2, 2020. In connection with Mr. Delaney's promotion, the Executive Compensation Committee approved an award of performance-based restricted share units to Mr. Delaney (the 'Promotion Award') pursuant to the 2018 Plan.

The Promotion Award is subject to the same performance-based vesting hurdles as the performance share units granted to NEOs for fiscal year 2020, which are based on achievement of cumulative adjusted EPS growth during the fiscal years ending in 2021, 2022 and 2023 and is also subject to vesting based on continued employment, with one-third of the number of performance share units earned based on the achievement of the performance-based vesting hurdles vesting at the end of the fiscal years ending in 2023, 2024 and 2025, subject to continued employment through such dates. The Promotion Award is for 222,717 performance share units, at target, which is equal to $5,000,000 divided by the fair market value of the Company's common stock on the grant date, which was $22.45, with the number of restricted stock units that may be earned pursuant to the Promotion Award ranging from 50%-200% of the target amount based on the same performance levels as the performance share units granted to NEOs for fiscal year 2020. None of the performance share units will be earned if the minimum performance-based vesting hurdle is not achieved.

Other Compensation Components

» 401(k) Plan

We have established a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Under the 401(k) plan, eligible employees may elect to reduce their current compensation by up to the prescribed annual limit, and contribute these amounts to the 401(k) plan. This plan provides for Company matching contributions of 50% of the first 6% of an employee's covered compensation.

» Executive Retirement Plan

We maintain an executive retirement plan (the 'Executive Retirement Plan') in which a select group of our management and highly compensated employees are eligible to participate. Participants are selected by the Executive Compensation Committee and are entitled to company contributions within 60 days of fiscal year end under the plan (the 'Annual Retirement Contribution') if they are actively employed by the Company on the last day of a plan year or if they are terminated prior to the end of the plan year due to (i) retirement on or after the attainment of age 55 or (ii) disability. Each year the Company makes an Annual Retirement Contribution to each participant under this plan with at least four years of credited service in an amount equal to at least 3% of the participant's after-tax base salary earned for such year. For fiscal year 2020, we made a contribution of 5% of each NEO's base salary, consistent with prior years. Annual Retirement Contributions to participants with at least four years of service are considered taxable income to the participants, and we make an additional tax gross-up contribution to each of these participants each year. For participants with less than four years of service by the end of the applicable plan year, the participant will accrue the right to an Annual Retirement Contribution each year, and, subject to continued employment, in the plan year in which the participant is first credited with four years of service, the Company will make an aggregate retirement contribution on behalf of the participant equal to the amount of the Annual Retirement Contribution for the applicable plan year and the previous three plan years (along with a tax gross-up contribution). Notwithstanding the foregoing, we have elected to make Annual Retirement Contributions on behalf of Messrs. Cichocki and Kessler, though he has not yet achieved four years of credited service. If the employment of either Messrs. Cichocki or Kessler is terminated prior to achieving four years of credited service, he will forfeit any Company contributions made under the plan. Tax gross up payments will be made to Messrs. Cichocki and Kessler when they achieve four years of credited service. Upon a change of control, each participant with less than four years of credited service will become fully vested in any benefit accrued under the plan, and each participant will receive an Annual Retirement Contribution for the year in which the change of control occurs.

Participants generally may elect to invest their balance under the Executive Retirement Plan in a variety of different tax-deferred investment vehicles. However, the Company selects the investments with respect to Annual Retirement Contributions made on behalf of Messrs. Cichocki and Kessler since they have not yet achieved four years of credited service.

» Employee Benefits and Perquisites

Additional benefits received by our employees, including our NEOs, include medical and dental benefits, flexible spending accounts, short-term and long-term disability insurance and accidental death and dismemberment insurance. We also provide basic life insurance coverage to our employees, as well as executive life insurance to certain key executives, including our NEOs. Certain of our NEOs also receive a car allowance, and we reimburse certain financial counseling and estate planning expenses for certain executives, including our NEOs.

We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices in the competitive market.

We do not view perquisites or other personal benefits as a significant component of our executive compensation program. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment, motivation or retention purposes. All future practices with respect to perquisites or other personal benefits for our NEOs will be approved and subject to periodic review by the Executive Compensation Committee and we do not expect such perquisites to become a significant component of our compensation program.

» Severance and Change in Control Benefits

We have entered into employment agreements with each of our NEOs. The material elements of these employment agreements are summarized below under '-Fiscal Year 2021 Compensation for Chief Executive Officer' and '-Employment Agreements and Potential Payments Upon Termination or Change in Control.'

» Executive Stock Ownership Guidelines

In order to complement our compensation programs and further align the interests of our NEOs with those of our stockholders, our Board of Directors adopted Executive Stock Ownership Guidelines pursuant to which (i) our Chief Executive Officer is required to own equity in the Company equal to at least five times his annual base salary, (ii) each Executive Vice President is required to own equity in the Company equal to at least three times his or her annual base salary and (iii) each Senior Vice President is required to own equity in the Company equal to at least one times his or her annual base salary. Please see the disclosure under '-Director and Executive Stock Ownership Guidelines' for more information.

» Anti-Hedging and Anti-Pledging Policy

None of our NEOs has engaged in any hedging transactions with respect to our common stock or pledged any of his or her shares of common stock in the Company. Additionally, our Board of Directors adopted an insider trading compliance policy, which applies to all of our Directors, officers and certain designated employees. The policy prohibits our Directors, officers and certain designated employees from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, short sales and transactions in publicly traded options, such as puts, calls and other derivatives involving our equity securities and also prohibits the pledging of the Company's securities as collateral to secure loans.

» Clawback Policy

We have adopted a clawback policy that allows the Company to recoup cash and equity incentive compensation paid to, earned by or granted to our executive officers during the three completed fiscal years preceding the publication of a restatement of the Company's financial statements if the financial results that are the subject of a restatement had been materially misstated due to an act of embezzlement, fraud, intentional misconduct or breach of fiduciary duty by any of our executive officers. In such circumstances, the Company may recoup the amount of cash and equity incentive compensation that was paid, earned or granted as a result of the incorrectly reported financial results of the Company that were the subject of the restatement that would not have been paid, earned or granted, as applicable, if determined based on the financial results of the Company set forth or reflected in the Company's restated financial statements. Our clawback policy applies to all incentive compensation approved or awarded on or after March 3, 2020.

Mr. Baldwin and Fiscal Year 2020 Compensation

On August 2, 2020, Mr. Baldwin's employment with the Company ended, as contemplated by that certain amendment to the employment agreement with Mr. Baldwin entered into on January 30, 2020, by and among us, BJ's Wholesale Club, Inc., and Mr. Baldwin (the 'Amended Employment Agreement'). Following August 2, 2020, Mr. Baldwin continued to serve as the Chairman of the Board, until April 9, 2021 when he rejoined the employment of the Company as Executive Chairman of the Board. Mr. Baldwin's annual base salary during fiscal year 2020 was $1,350,000 and he received and an annual cash incentive award of $2,025,000, which is equal to 150% of his annual base salary and was prorated based on the period for which he was employed during fiscal year 2020, in each case, consistent with the Amended Employment Agreement. Mr. Baldwin, at his request, did not receive any equity awards for fiscal year 2020. Mr. Baldwin's base salary and target annual cash incentive award opportunity were determined based on the same considerations as those for the same type of compensation received by our NEOs for fiscal year 2020.

Tax and Accounting Considerations

» Section 162(m) of the Internal Revenue Code

Generally, Section 162(m) of the Internal Revenue Code of 1986, as amended (the 'Internal Revenue Code'), disallows a tax deduction to any publicly-held corporation for any individual remuneration in excess of $1 million paid in any taxable year to certain 'covered employees.' We expect to be eligible for transition relief from the Section 162(m) deduction limitation that should generally extend until our 2022 Annual Meeting of Stockholders.

To the extent that this transition relief expires or is otherwise unavailable, we expect that the Executive Compensation Committee will consider the potential future effects of Section 162(m) on the deductibility of executive compensation paid to our NEOs. As such, in approving the amount and form of compensation for our NEOs in the future, the Executive Compensation Committee will consider all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m). In appropriate circumstances, however, the Executive Compensation Committee may implement programs that recognize a full range of criteria important to our success and to ensure that our executive officers are compensated in a manner consistent with our best interests and those of our stockholders, even where the compensation paid under such programs may not be deductible under Section 162(m) of the Internal Revenue Code.

» Section 280G of the Internal Revenue Code

Section 280G of the Internal Revenue Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Section 4999 of the Internal Revenue Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive's prior compensation. In approving the compensation arrangements for our NEOs in the future, the Executive Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G. However, the Executive Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent.

» Section 409A of the Internal Revenue Code

Section 409A of the Internal Revenue Code requires that 'non-qualified deferred compensation' be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our NEOs, so that they are either exempt from, or satisfy the requirements of, Section 409A.

» Accounting for Stock-Based Compensation

We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718 (formerly known as FASB No. 123(R)), or ASC Topic 718, for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date 'fair value' of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will be accounted for under ASC Topic 718. The Executive Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

Summary Compensation Table

The following table sets forth information with respect to all compensation paid or earned for services rendered to the Company by our NEOs for fiscal year 2020, fiscal year 2019 and fiscal year 2018 presented in accordance with SEC rules:

Grants of Plan-Based Awards in Fiscal Year 2020

The following table sets forth information regarding grants of plan-based awards made to our NEOs during fiscal year 2020:

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and Fiscal Year 2020 Grants of Plan-Based Awards table was paid or awarded, are described above under '-Compensation Discussion and Analysis.'

In fiscal year 2020, we granted restricted stock awards and performance share unit awards to each of our NEOs as well as a performance share award to Mr. Delaney in connection with his promotion to President and Chief Executive Officer and a restricted stock awards and non-qualified stock option award to Mr. Cichocki in connection with his commencement of employment with the Company, in each case pursuant to the 2018 Plan, as described in the Fiscal Year 2020 Grants of Plan-Based Awards table. The vesting of each award is subject to acceleration and post-termination exercisability in connection with certain termination triggering events as described below under '-Employment Agreements and Potential Payments Upon Termination or Change in Control.' To the extent we pay dividends in the future, dividends otherwise payable with respect to unvested shares of restricted stock will be retained by us and will only be paid if and when the underlying shares of restricted stock vest.

The terms of the employment agreements that we have entered into with our NEOs are described above under 'Compensation Discuss and Analysis-Fiscal Year 2021 Compensation for Chief Executive Officer and Chairman' and below under '-Employment Agreements and Potential Payments Upon Termination or Change in Control.'

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information with respect to outstanding equity incentive plan awards held by our NEOs as of January 30, 2021:

Fiscal Year 2020 Option Exercises and Stock Vested

The following table sets forth the aggregate number of options to purchase shares of our common stock exercised by our NEOs in fiscal year 2020 and the aggregate number of shares of restricted stock that vested in fiscal year 2020. The value realized on exercise of options is the product of (1) fair market value of a share of our common stock on the date of exercise minus the exercise price, multiplied by (2) the number of shares of common stock underlying the exercised options. The value realized on vesting of stock awards is the product of (i) the closing price of our common stock on the NYSE on the vesting date (or, if there were no reported sales on such date, the most recent previous date on which sales were reported), multiplied by (ii) the number of shares vesting.

Employment Agreements and Potential Payments Upon Termination or Change in Control

The following section describes the employment agreements that we have, or had, as applicable with our NEOs as well as other severance or change in control arrangements or policies, including applicable terms of equity awards. The Company, in its discretion, may also decide to provide payments or benefits that are not specifically required to these agreements, arrangements or policies in connection with any particular termination or change in control.

Christopher J. Baldwin's Employment Agreement

On January 30, 2020, the Company entered into an amendment to the Baldwin Employment Agreement with Mr. Baldwin in connection with his transition to Executive Chairman of the Company, effective as of February 2, 2020 (the 'Baldwin Amended Employment Agreement'). Pursuant to the Baldwin Amended Employment Agreement, for fiscal year 2020, Mr. Baldwin was entitled to an annual base salary of $1.35 million per year and a target annual cash incentive award opportunity equal to 150% of his annual base salary, which bonus is prorated if Mr. Baldwin remains employed for less than a full fiscal year. Mr. Baldwin is not entitled to an equity award for fiscal year 2020. The Baldwin Amended Employment Agreement terminated on August 2, 2020. The Baldwin Amended Employment Agreement also eliminated the severance benefits that would have previously been provided to Mr. Baldwin in the event of a termination of Mr. Baldwin's employment by us without cause or by Mr. Baldwin for good reason on or subsequent to February 2, 2020.

Bob Eddy, Lee Delaney, Paul Cichocki, Scott Kessler and Jeff Desroches Employment Agreements

BJ's Wholesale Club, Inc. has entered into employment agreements with each of Mr. Eddy, dated as of January 30, 2011; Mr. Delaney, dated as of December 6, 2018; Mr. Cichocki, dated as of January 30, 2020; Mr. Kessler, dated as of May 30, 2017; and Mr. Desroches, dated as of December 6, 2018. The initial term of Mr. Eddy's employment agreement was for a period of five years, ending on January 30, 2016, after which he was to remain employed by the Company subject to the termination provisions of his agreement; none of Messrs. Delaney's Cichocki's, Kessler's, or Desroches's employment agreements specified a term of employment. The annual base salaries initially established in the respective employment agreements for Messrs. Eddy, Delaney, Cichocki, Kessler and Desroches were $560,000, $600,000, $750,000, $450,000 and $375,000, respectively. Each of the executives is also subject to 24-month post-termination non-competition and non-solicitation covenants, as well as a perpetual confidentiality covenant.

Pursuant to each employment agreement, the Company has certain obligations that become due in the event of termination. If any of the executives are terminated by the Company without cause (as defined in the applicable employment agreement), then in addition to any accrued amounts, subject to the executive entering into a binding and irrevocable release of claims and the executive's continued compliance with the applicable post-termination non-competition, non-solicitation and confidentiality provisions, each executive is entitled to receive (i) a continuation of his base salary for a period of 24 months after termination, (ii) an amount equal to the difference between the executive's actual COBRA premium costs and the amount the executive would have paid had he continued coverage as an employee under the Company's applicable health plans for up to 24 months, subject to earlier termination in specified instances, (iii) a pro rata portion of any amounts the executive would have been entitled to receive under the Company's Annual Incentive Plan had he remained employed by the Company until the end of the fiscal year during which termination occurred and (iv) any other payments or benefits arising from the executive's participation in other Company plans to the extent such plans provide for post-termination employment benefits.

Upon a termination due to death or disability, in addition to the accrued amounts, subject to the execution of a release of claims, each of the executives is eligible to receive (i) the annual cash bonus the executive would have been entitled to receive had he remained employed until the end of the fiscal year (prorated for the period of active employment during the fiscal year), and (ii) any other payments or benefits arising from the executive's participation in other Company plans to the extent such plans provide for post-termination employment benefits.

On January 30, 2020, the Company entered into an employment agreement with Mr. Delaney, in connection with his promotion to the office of President and Chief Executive Officer of the Company, effective February 2, 2020, which superseded his previous employment agreement described above. Pursuant to the terms of Mr. Delaney's current employment agreement, he is entitled to an annual base salary of $1.2 million. Additionally, the compensation committee approved a fiscal year 2020 target annual cash incentive award opportunity equal to 150% of his annual base salary, and annual long-term incentive awards in the amount of $6.0 million, consisting of 50% performance-based restricted stock units and 50% restricted stock, for a target total direct compensation for fiscal year 2020 equal to $9.0 million. In connection with Mr. Delaney's promotion, the compensation committee also approved an award of performance-based restricted stock units to Mr. Delaney pursuant to the 2018 Plan for a number of restricted stock units, at target, equal to $5,000,000 divided by the fair market value of the Company's common stock on the grant date. See '-Compensation Discussion and Analysis for a description of this award. The current employment agreement also provides that on or after February 2, 2020, to the extent Mr. Delaney's employment is terminated without cause (as defined in such employment agreement), he is entitled to receive, in addition to any accrued amounts, subject to his entering into a binding and irrevocable release of claims and his continue compliance with the applicable post-termination non-competition, non-solicitation and confidentiality provisions, (i) an amount equal to the sum of (a) his base salary for a period of 12 months after termination and (b) his target annual cash bonus, payable in substantially equal installments in such manner and at such times as Mr. Delaney's base salary was being paid immediately prior to such termination (or if such termination occurs upon or following the occurrence of a change in control, such amount will be paid in a single lump sum); (ii) an amount equal to the difference between Mr. Delaney's actual COBRA premium costs and the amount he would have paid had he continued coverage as an employee under the Company's applicable health plans for up to 12 months, subject to earlier termination in specified instances, (iii) if such termination had occurred on or after July 1st of a fiscal year, a pro rata portion of the annual cash bonus to which Mr. Delaney would have been entitled had he remained employed by the Company until the end of the fiscal year, and (iv) any other payments or benefits arising from Mr. Delaney's participation in other Company plans to the extent such plans provide for post-termination employment benefits. The employment agreement also includes provisions regarding termination due to death or disability that are the same as those contained in Mr. Delaney's prior employment agreement. The employment terminated upon the unexpected passing of Mr. Delaney on April 8, 2021.

Equity Awards

Generally, the terms of our 2018 Plan and the applicable award agreements entered into with our NEOs provide that, as of the date of an NEO's termination of employment, unvested options and shares of restricted stock will automatically be forfeited, cancelled or repurchased, as applicable. In the event of a change in control, as defined in the 2018 Plan, any outstanding awards granted under the 2018 Plan (other than those subject to performance-based vesting) will continue in effect or be assumed or substituted by the successor of the Company or the Company, if the surviving entity, unless the Executive Compensation Committee elects to (i) terminate such awards in exchange for cash, rights or property, or (ii) cause such awards to become fully exercisable and no longer subject to any forfeiture restrictions prior to the consummation of a change in control. Any awards subject to performance-based vesting terms will be treated as provided in the applicable award agreement or as determined by the Executive Compensation Committee (or its successor) within its sole discretion. However, if the applicable NEO's employment is terminated without cause (as such term is defined in the sole discretion of the Executive Compensation Committee or set forth in the applicable award agreement) upon or within the 24 month period following a change in control, then the vesting of any awards that were continued, assumed or substituted will accelerate and the NEO will become fully vested in such awards. In the event of termination of employment with us, vested stock options granted under our 2018 Plan that would otherwise remain exercisable generally cease to be exercisable three months or 90 days after termination of employment. In the event of termination of employment with us, vested stock options under the 2011 Plan that would otherwise remain exercisable generally cease to be exercisable 90 days after termination of employment or, in the event of a termination due to death or disability, one year after termination of employment. All unexercised stock options are immediately forfeited in the event of a termination of employment for cause.

In April 2021, following the unexpected passing of Mr. Delaney, the Company reviewed its policy for the treatment of outstanding equity upon termination by reason of death. In connection with this review, the Executive Compensation Committee considered, in consultation with Exequity, data regarding prevalent market practices, including through a review of its peer group's practices, and determined that the Company's current treatment of equity upon death is less favorable than typical market practices. Accordingly, the Executive Compensation Committee determined to modify Mr. Delaney's awards, and to amend all other outstanding equity award agreements, to provide for, upon termination due to death, and subject to execution of a release of claims by the award recipient's estate: (i) full vesting of all time-based awards, including restricted stock awards and stock options, (ii) pro-rata vesting of all performance-based awards, including performance share units, based on actual performance as of the end of the applicable performance period, pro-rated based on the period of employment during the applicable performance period, and (iii) the extension of the post-termination exercise window for vested stock options from 90 days to three years. In adjusting the treatment of outstanding equity upon termination by reason of death, and modifying Mr. Delaney's awards, the Executive Compensation seeks to position the Company competitively with the market in order to better attract and retain equity-eligible employees and executives as well as to provide a post-termination exercise window that is sufficient to allow for the settlement of outstanding options prior to any court settlement that may be required with respect to the deceased award recipient's estate.

Annual Incentive Plan

Pursuant to the terms of the Annual Incentive Plan, if a participant's employment is terminated during a fiscal year due to death, retirement on or after age 65 or retirement on or after age 55 with a minimum of ten years of service, then the participant is entitled to a pro rata portion of the annual cash bonus to which the participant would have been entitled for that fiscal year under the Annual Incentive Plan had the participant remained employed by the Company until the end of the fiscal year.

Summary of Potential Payments Upon a Termination or Change in Control

The following table summarizes the payments that would be made to our NEOs upon the occurrence of a qualifying termination of employment or change in control, assuming that each NEO's termination of employment with the Company or a change in control occurred on January 30, 2021. Amounts shown do not include (i) accrued but unpaid salary through the date of termination, and (ii) other benefits earned or accrued by the NEO during his or her employment that are available to all salaried employees. Each of the payments below are subject to the NEOs compliance with certain restrictive covenants including, but not limited, to non-solicits and non-competes as provided in their respective employment agreements.

Compensation Risks

We monitor our compensation policies and practices for our employees to determine whether they encourage unnecessary or excessive risk-taking. Due to the greater emphasis placed on incentive compensation at higher levels of our organization, and the fact that these individuals are more likely to make decisions that impact corporate performance and could have a material adverse effect on us, our review focuses primarily on our executive compensation policies and practices. We believe that the risks arising from our policies and practices for compensating employees are not reasonably likely to have a material adverse effect on us primarily because of the following reasons:

Director and Executive Stock Ownership Guidelines

In order to complement our compensation programs and further align the interests of our NEOs with those of our stockholders, our Board of Directors adopted Director Stock Ownership Guidelines and Executive Stock Ownership Guidelines pursuant to which the following persons are expected to own equity in the Company with the following aggregate market values:

Our non-employee Directors and our executive officers are expected to attain compliance with these ownership guidelines by the fifth anniversary of our IPO, if serving as a Non-Employee Director or executive officer at the time of our IPO, or by the fifth anniversary of their appointment or election, in the case of a non-employee Director, or their hire or promotion date, in the case of an executive officer. Thereafter, Non-Employee Directors and executive officers are required to certify as to his or her compliance with these ownership guidelines at least once each year.

2020 CEO Pay Ratio

As required by Item 402(u) of Regulation S-K, the Company is disclosing the following information about the relationship of the annual total compensation of our CEO and the median of the annual total compensation of our employees (other than the CEO) for our 2020 fiscal year:

We identified the median employee for our fiscal year 2020 pay ratio using the methodology and the following material assumptions. To identify the median of the total annual compensation of our active employees as of January 30, 2021, we used total wages from our payroll records for the period from February 2, 2020 (the first day of our 2020 fiscal year) through January 30, 2021 (the last day of our 2020 fiscal year). We included any full-time, part-time, temporary or seasonal employees but excluded our CEO. We did not annualize compensation for any full-time or part-time permanent employees who were employed on January 30, 2021 but did not work for us the entire year or make any full-time equivalent adjustments for part-time employees. We consistently applied this compensation measure and methodology to all of our employees included in the calculation.

We determined the annual total compensation for fiscal year 2020 of our median employee (who was calculated to be a part-time employee) in the same manner that we determine the total compensation of our named executive officers for purposes of the Summary Compensation Table.

This information is being provided for compliance purposes. Neither the Executive Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

DIRECTOR COMPENSATION

Director Compensation

Our non-employee Director compensation is intended to attract, retain and appropriately compensate highly qualified individuals to serve on the Board of Directors. The Board of Directors and/or the Executive Compensation Committee review our Non-Employee Director compensation policy annually. The Board of Directors is responsible for approving the compensation of our Non-Employee Directors, provided that the Executive Compensation Committee may make recommendations to the Board of Directors with respect to Non-Employee Director compensation. For fiscal year 2020, the following changes were made to our Non-Employee Director compensation, effective October 1, 2020: (i) the Board cash retainer for a non-executive chairman was set at $150,000, (ii) the Board cash retainer for non-employee directors was increased from $80,000 to $95,000, (iii) the Audit Committee Chair retainer was increased from $25,000 to $30,000, and (iv) the annual restricted stock unit grant was increased from $140,000 to $150,000. These increases to Board compensation based on the Executive Compensation Committee's review of benchmarking data for the peer group companies and to remain competitive to the median of that established peer group.

The following table sets forth information concerning the compensation of our Non-Employee Directors during fiscal year 2020. Mr. Delaney was an employee of the Company during fiscal year 2020 and, therefore did not receive compensation for his service as a director. The compensation of Mr. Delaney is fully reflected in the Summary Compensation Table.

Narrative Disclosure to Director Compensation Table

Pursuant to our Non-Employee Director Compensation Policy, each non-employee Director will receive a cash retainer for service on the Board of Directors and for service on each committee on which the Director is a member in the following amounts:

The annual retainers are earned on a quarterly basis based on a calendar quarter and are paid by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a Non-Employee Director does not serve as a Director or in the applicable committee or board positions for an entire calendar quarter, such Director will receive a prorated portion of the applicable retainers otherwise payable to such Director for such calendar quarter. We also reimburse our Non-Employee Director for any travel or other business expenses related to their service as a Director.

In addition to the annual cash retainers, each Non-Employee Director receives an annual restricted stock unit grant with a fair market value on the date of grant of $150,000 per year, which is made pursuant to the 2018 Plan. The annual equity award will be granted on the date of the Annual Meeting of Stockholders or on the date of such Director's election or appointment to the Board of Directors, which awards will also be prorated if a Director is elected or appointed as of a date other than the date of the Annual Meeting of Stockholders. Each Director may elect to defer the annual restricted stock unit grant, subject to compliance with Section 409A of the Code, and the Board of Directors may determine, in its sole discretion, that such annual equity grant be in the form of deferred stock or in shares of common stock with equivalent value on the date of grant. Each equity award will vest and become exercisable on the earlier of (i) the day immediately preceding the date Annual Meeting of Stockholders following the date of grant and (ii) the first anniversary of the date of grant, subject to the Director continuing in service on the Board of Directors through the applicable vesting date. No portion of an annual equity award that is unvested or unexerciseable at the time of a Director's termination of service on the Board of Directors will become vested and exercisable thereafter. In the event a Director is terminated upon or within 12 months following a change in control, as defined in the 2018 Plan, such Director's outstanding equity awards will accelerate and vest in full.

Director Stock Ownership Guidelines

The Board adopted the Director Stock Ownership Guidelines, pursuant to which Non-Employee Director are required to own equity in the Company at least equal to five times their retainer within five years of their election or appointment. Please see the disclosure under 'Executive Compensation-Director and Executive Stock Ownership Guidelines' for more information.

EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal year 2020, the members of the Executive Compensation Committee (or other committee performing equivalent functions) were Thomas A. Kingsbury, Ken Parent and Judith L. Werthauser.

During fiscal year 2020, none of our executive officers served as a member of the Board of Directors or Executive Compensation Committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on the Board of Directors or Executive Compensation Committee.

STOCK OWNERSHIP

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information relating to the beneficial ownership of our common stock as of April 16, 2021, by:

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, a person is deemed to be a 'beneficial' owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the individuals and entities named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them, subject to any applicable community property laws.

The percentage of shares beneficially owned is computed on the basis of 137,285,736 shares of our common stock outstanding as of April 16, 2021. Shares of our common stock that a person has the right to acquire within 60 days of April 16, 2021 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all Directors and executive officers as a group. Unless otherwise indicated below, the address for each beneficial owner listed is c/o BJ's Wholesale Club Holdings, Inc., 25 Research Drive, Westborough, Massachusetts 01581.

*Represents beneficial ownership of less than 1% of our outstanding common stock.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC. Such officers, directors and stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file with the SEC. To our knowledge, based on review of the copies of such reports and amendments to such reports furnished to us with respect to fiscal year 2020, and based on written representations by our current directors and executive officers, all required Section 16 reports under the Exchange Act for our directors, executive officers and beneficial owners of greater than 10% of our common stock were filed on a timely basis during fiscal year 2020 and fiscal year 2021 to date, with the following exceptions: (i) Robert Steele had one delinquent Form 4 filing on December 3, 2020, for the exercise of stock options that occurred on November 30, 2020.

CERTAIN TRANSACTIONS WITH RELATED PERSONS

Policies and Procedures on Transactions with Related Persons

The Board of Directors recognizes that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). The Board has adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly-held common stock listed on the NYSE. Our related person transaction policy requires that the Audit Committee approve or ratify related person transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K (which are transactions in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any 'related person' as defined under Item 404(a) of Regulation S-K had or will have a direct or indirect material interest). It is our policy that Directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest. Each of the transactions described below entered into following the adoption of our related person transaction policy was approved in accordance with such policy.

Transactions During Fiscal Year 2020

Mr. Kingsbury's daughter was employed by the Company in a non-executive role during fiscal year 2020. She received compensation and was eligible to participate in benefit plans consistent with employees of the Company in comparable positions.

Indemnification Agreements

Our Bylaws provide that we indemnify our Directors and officers to the fullest extent permitted by the Delaware General Corporation Law ('DGCL'), subject to certain exceptions contained in our Bylaws. In addition, our Certificate of Incorporation provides that our Directors will not be liable for monetary damages for breach of fiduciary duty.

We have entered into indemnification agreements with each of our executive officers and Directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.

There is no pending litigation or proceeding naming any of our Directors or officers for which indemnification is being sought, and we are not aware of any pending litigation that may result in claims for indemnification by any Director or executive officer.

PROPOSALNO. 3 APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Background

As required by Section 14A(a)(1) of the Exchange Act, the below resolution enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this Proxy Statement. This proposal (the 'Say-on-Pay Vote'), and commonly known as a 'say-on-pay' proposal, gives our stockholders the opportunity to express their views on our NEOs' compensation. The Say-on-Pay Vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. We submit the compensation of our NEOs to our stockholders for a non-binding advisory vote on an annual basis. Based on the non-binding advisory vote regarding the frequency of future executive compensation advisory votes conducted at the 2020 Annual Meeting of Stockholders, the next vote on the non-binding advisory frequency of such non-binding advisory votes will occur no later than our 2025 Annual Meeting of Stockholders.

We encourage our stockholders to review the 'Executive Compensation' section of this Proxy Statement for more information.

As an advisory approval, this proposal is not binding upon us or the Board of Directors. However, the Executive Compensation Committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our stockholders expressed through your vote on this proposal. The Board and Executive Compensation Committee will consider the outcome of this vote in making future compensation decisions for our named executive officers. Accordingly, we ask our stockholders to vote 'FOR' the following resolution at the Annual Meeting:

'RESOLVED, that the stockholders of BJ's Wholesale Club Holdings, Inc. approve, on an advisory basis, the fiscal year 2020 compensation of BJ's Wholesale Club Holdings, Inc.'s named executive officers as described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in BJ's Wholesale Club Holdings, Inc.'s Proxy Statement for the 2021 Annual Meeting of Stockholders.'

Board Recommendation

The Board of Directors unanimously recommends you vote FOR the resolution to approve, on an advisory (non-binding) basis, the compensation of our NEOs, as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative disclosure of this Proxy Statement.

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our Annual Meeting of Stockholders to be held in 2022 (the '2022 Annual Meeting') pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to our Secretary at our offices at 25 Research Drive, Westborough, Massachusetts 01581, in writing not later than January 5, 2022.

Stockholders intending to present a proposal at the 2022 Annual Meeting, but not to include the proposal in our Proxy Statement, or to nominate a person for election as a Director, must comply with the requirements set forth in our Bylaws. Our Bylaws require, among other things, that our Secretary receive written notice from the stockholder of record at the time of giving notice of their intent to present such proposal or nomination not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the anniversary of the preceding year's Annual Meeting of Stockholders. Therefore, we must receive notice of such a proposal or nomination for the 2022 Annual Meeting no earlier than the close of business on February 17, 2022 and no later than the close of business on March 18, 2022. The notice must contain the information required by our Bylaws. In the event that the date of the 2022 Annual Meeting is more than 30 days before or more than 60 days after June 18, 2022, then our Secretary must receive such written notice not earlier than the close of business on the 120th day prior to the 2022 Annual Meeting and not later than the close of business of the 90th day prior to the 2022 Annual Meeting or, if later, the 10th day following the day on which public disclosure of the date of such meeting is first made by us. SEC rules permit management to vote proxies in its discretion in certain cases if the stockholder does not comply with this deadline and, in certain other cases notwithstanding the stockholder's compliance with this deadline.

We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.

HOUSEHOLDING

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for Proxy Statements and notices with respect to two or more stockholders sharing the same address by delivering a single Proxy Statement or a single notice addressed to those stockholders. This process, which is commonly referred to as 'householding,' provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single Proxy Statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this Proxy Statement and the Annual Report by contacting the Broadridge Financial Solutions, Inc. at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

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