The Director Compensation Project: The TJX Companies (TJX)

This post is part of an ongoing series that examines the way stock exchange independence rules relate to director compensation. We are for the most part including companies from 2016’s Fortune 500 and using information found in their 2016 proxy statements.

NASDAQ and the NYSE have similar rules with respect to director independence. NYSE Rule 303A.01 requires that each listed company’s board of directors be comprised of a majority of independent directors. A director does not qualify as “independent” if he or she has a “material relationship with the company.” NYSE Rule 303A.02(a). In addition, the director is not considered independent under NYSE Rule 303A.02(b)(ii) if the director received more than $120,000 in direct compensation, other than director’s fees, during any of the previous three years. The NYSE imposes a higher independence standard for directors serving on the company’s audit committee by requiring them to comport with Rule 10A-3 (C.F.R. §240.10A-3) (see Rule 303A.06) and requires consideration by the board of directors of certain specified factors in designating directors for the Compensation Committee. See NYSE Rule 303A.02(a)(ii).

Finally, as the Commission has noted with respect to director independence:

All compensation committee members must meet the general independence standards under NYSE’s rules in addition to the two new criteria being adopted herein. The Commission therefore expects that boards, in fulfilling their obligations, will apply this standard to each such director’s individual responsibilities as a board member, including specific committee memberships such as the compensation committee. Although personal and business relationships, related party transactions, and other matters suggested by commenters are not specified either as bright-line disqualifications or explicit factors that must be considered in evaluating a director’s independence, the Commission believes that compliance with NYSE’s rules and the provision noted above would demand consideration of such factors with respect to compensation committee members, as well as to all Independent Directors on the board.

Exchange Act Release No. 68639 (Jan. 11, 2013); see also Exchange Act Release No. 68641 (Jan. 11, 2013).

Independent directors are compensated for their service on the board. The amount of “total compensation” can be seen from examining the director compensation table from The TJX Companies’ (NYSE: TJX) 2016 proxy statement. According to the proxy statement, the company paid the directors the following amounts:


Fees Earned or Paid in Cash


Stock Awards




Zein Abdalla*




José B. Alvarez




Alan M. Bennett




David T. Ching




Michael F. Hines




Amy B. Lane




John F. O’Brien*




Willow B. Shire




William H. Swanson*




* Mr. Abdalla joined the Finance Committee in June 2015. Mr. O’Brien served on the Executive Compensation Committee until June 2015. Mr. Swanson is not standing for election at the 2016 Annual Meeting.

Director Compensation. During fiscal year 2016, TJX held seven board of directors meetings, and the independent directors met separately at regularly scheduled executive sessions. Each current director attended at least 75% of all meetings of the Board and committees of which he or she served. While each committee has designated responsibilities, each committee may act on behalf of the entire Board. The committees regularly report on their activities to the entire Board. Non-employee directors receive an annual retainer of $75,000 and two annual deferred stock awards for each non-employee director, each representing shares of our common stock valued at $75,000. The Audit Committee Chairman receives an additional annual retainer of $28,000 and the other members of this committee receive additional annual retainers of $15,000. The Chairman of the subcommittee of the Audit Committee receives an additional annual retainer of $26,000. The Executive Compensation Committee Chairman receives an additional annual retainer of $23,000 and the other members of this committee receive an additional annual retainer of $10,000. The Corporate Governance Committee Chairman and the Finance Committee Chairman receive an additional annual retainer of $18,000, and the other members of these committees receive an additional retainer of $8,000. The Lead Direction receives an additional annual retainer of $70,000. Employee directors do not receive separate compensation for their service as directors.

Director Tenure. Mr. Shire is the longest serving director, having served since 1995. Mr. Herrman is the shortest serving director, having joined in 2015. Mr. Hines is a director of GNC Holdings, Inc., where he serves as non-executive Chairman, and Dunkin’ Brands Group, Inc. Ms. Lane is a director of GNC Holdings, Inc., NextEra Energy, Inc. and a member of the board of trustees of Urban Edge Properties. Mrs. Meyrowitz is a director of Staples, Inc. Mr. O’Brien is a Non-Executive Chairman and a director of Cabot Corporation, a director of LKQ Corporation, and a director of a family of 93 registered mutual funds managed by BlackRock, Inc. Mr. Swanson is a director of Next Era Energy, Inc.

CEO Compensation. Carol Meyrowitz, Chief Executive Officer of TJX from January 2007 to January 2016, President from October 2005 to January 2011, Executive Chairman of the Board since January 2016, and a director since September 2006, earned total compensation of $19,559,697 in fiscal year 2016. She earned a base salary of $1,575,002, stock awards of $10,000,030, option awards of $631,618, incentive compensation of $5,706,608, deferred earnings of $1,597,465, and other compensation totaling $48,974. Ernie Herrman, Chief Executive Officer of TJX since January 2016, President since January 2011, and a director since October 2015, earned total compensation of $20,180,755 in fiscal year 2016. He earned a base salary of $1,382,309, stock awards of $14,106,551, option awards of $527,072, incentive compensation of $3,614,627, deferred earnings of $160,103, and other compensation totaling $390,093. Other compensation components include retirement benefits, deferred compensation, and perquisites, which "consist generally of automobile allowances, legal, financial and tax planning services and payment of insurance premiums."

Ken Monington