BJ's Wholesale Club, Inc.
Executive Compensation Committee Charter
The purposes of the BJ's
Wholesale Club, Inc. Executive Compensation Committee ("ECC") are to
(i) assist the Board of Directors in fulfilling its
oversight responsibilities by reviewing: overall employee relations and morale,
human resource policy and regulatory issues, compensation and benefits policies
and practices, issues with respect to the selection, performance, compensation,
development and succession of key executives; and (ii) produce an ECC report on
executive compensation as required by the Securities and Exchange Commission to
be included in all appropriate SEC filings.
Use of the word "recommend" in the body of this
document means recommend for discussion and approval by the full Board of
The ECC should consist of not fewer than two members.
Except as otherwise permitted by the applicable rules of the New York Stock
Exchange, each member of the ECC shall be independent as defined by such rules.
Members of the ECC shall be appointed by the Board of Directors, upon the
recommendation of the Corporate Governance Committee. The Board of Directors
may remove members of the ECC from such committee, with or without cause. Any
action of the Committee may be taken by the affirmative vote of a majority of
the members; any member of the Committee may call a meeting of the Committee
upon due notice to each other member; and any action of the Committee may be
taken without a meeting if all members of the Committee indicate their approval
thereof in writing.
Responsibilities and Authority:
The Executive Compensation Committee shall have authority
- Review, and recommend for full Board approval,
compensation and benefits policies and changes in those policies.
- Review and approve corporate goals and
objectives relevant to the compensation of the President and Chief
Executive Officer ("CEO").
- Based on the evaluation of the CEO described
in Section 11A hereof, determine and approve, either as a committee or
together with other independent directors (as directed by the Board), the
CEO's compensation package. The "compensation package" of any
employee is hereby defined to mean the following: base salary; any grants,
awards or rights under any stock or compensation plan; incentive pay
arrangements; retirement arrangements; and any other compensation (current
or deferred) and perquisites of said employee.
- Recommend Chairman's compensation package.
- Approve the compensation package payable to
each executive of the Company (a) whose base salary exceeds $175,000 per
year, or (b) whose base salary exceeds $100,000 and such executive reports
directly to the CEO.
- Grant options, restricted stock and other
awards under the Company's equity incentive plans to officers subject to
Section 162 (m) of the Internal Revenue Code.
- Adopt, amend or terminate compensation plans
applicable to any class of employees of the Company and/or any subsidiary
of the Company; but no adoption, amendment or termination of any
compensation plan under which stock may be issued to a member of the Board
of Directors shall be effective unless the same shall be approved by the
Board of Directors and, to the extent required by law, by the
stockholders. Compensation plans (or amendments or terminations thereof)
other than the foregoing shall become effective upon the adoption,
amendment or termination thereof by the Committee, but any action or
adoption or termination shall be reported to the Board of Directors at the
next meeting of the Board of Directors.
- Review Management Succession Plans including
bench strength assessments, evaluations of performance, promotion
potential and development programs of candidates for promotion to key
- Review ECC Charter and forward revised or
unchanged charter annually to the Corporate Governance Committee for
recommendation to the full Board.
- Consult with, retain and/or terminate, as the
ECC deems necessary in its sole discretion, independent legal counsel
and/or consultant to receive advice and counsel on compensation and benefit
issues, including the sole authority to approve the fees and other
retention terms of such counsel/consultant.
- Conduct the following performance evaluation
- CEO Performance Evaluation
The performance evaluation for
the CEO is conducted annually and is conducted in light of the corporate goals
and objectives relative to CEO compensation as set by the ECC.
- ECC Performance Evaluation
- Pursuant to the applicable provisions of the
Company's Executive Retirement Plan, the Company's Growth Incentive Plan,
the Company's Management Incentive Plan and the Company's 401(k) Savings
Plans, the ECC shall have authority to: (A) make amendments to the Plans,
other than amendments which the ERISA Committee is authorized to make,
provided that the ECC shall make no amendment which affects substantially
the cost of any Plan and provided further that the ECC shall not have the
authority (i) to terminate any Plan, (ii) to
authorize any subsidiary or affiliated company to be a Participating
Employer under any Plan, (iii) to designate the extent to which employees'
employment with a subsidiary or an affiliated company prior to the date
such company became a Participating Employer under any Plan shall be
considered as service (as defined in the Plan) for Plan purposes, and (iv)
to exercise those responsibilities from time to time delegated by the
Board of Directors to the ERISA Committee; and (B) appoint, remove or
replace members of the Qualified Plans Committee. The ECC shall report to
the Board of Directors all substantive actions taken by the ECC with
respect to the Plans at the meeting of the Board of Directors next
following the taking of such action.
- The Chairman of the ECC shall have the
authority to pre-approve salary and equity compensation recommendations made
by the CEO as may be deemed necessary from time to time under the
circumstances. Any decision of the Chairman to pre-approve such
compensation shall be presented to the full ECC at its next scheduled