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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

Shareholder:

BJ’s Wholesale Club Holdings, Inc., which 2022 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on Thursday, June 17, 2021,16, 2022, 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/BJ2021BJ2022, where you will be able to listen to the Annual Meeting live, submit questions and vote.

All stockholdersshareholders of record of our common stock at the close of business on April 26, 2021,25, 2022, 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

Thank you for your continued support.

Sincerely,

	​	​
/s/ Christopher J. Baldwin	​	​
Christopher J. Chris Baldwin Executive Chairman	​	​	Bob Eddy President & Chief Executive Officer

May 5, 2022

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Summary of Contents	​	​
Executive Chairman Notice of the Board

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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:

	1.	to elect Christopher J. Baldwin, Ken Parent and Robert Steele as Directors to hold office until the Company’s Annual Meeting of StockholdersShareholders	​	​
Proxy Summary	​	​	i
Table of Contents	​	​	iv
Corporate Governance	​	​	1
Proposal No. 1: Election of Seven Director Nominees	​	​	9
Director Nominee Biographies	​	​	10
Director Compensation	​	​	15
Proposal No. 2: Approval, on an Advisory (Non-Binding) Basis, of the Compensation of our Named Executive Officers	​	​	17
Executive Compensation	​	​	18
Compensation Discussion and Analysis	​	​	18
Compensation Tables	​	​	29
Compensation Committee Report	​	​	40
Proposal No. 3: Ratification of Appointment of Independent Registered Public Accounting Firm	​	​	41
Audit	​	​	42
Audit Committee Report	​	​	43
Proposal No. 4: Approval of an Amendment to be held in 2022our Charter to Eliminate Supermajority Vote Requirements	​	​	44
Beneficial Ownership	​	​	46
Questions and until their respective successors have been duly elected and qualified; Answers about the Annual Meeting	​	​	49
Additional Information	​	​	54
Annex A: Proposed Charter Amendment	​	​	55

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BJ’S WHOLESALE CLUB HOLDINGS, INC. 2021 PROXY STATEMENT

Notice of Annual Meeting

of Shareholders

Date Thursday, June 16, 2022

2. Time 8:00 a.m. Eastern Time

to ratify, in a non-binding vote, the appointment Place www.virtualshareholdermeeting.com/BJ2022

Record Date April 25, 2022

Availability of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firmMaterials The proxy statement and our Annual Report for the fiscal year endingended January 29, 2022; 2022 are available at www.proxyvote.com

Your vote is important

				3.	to approve, on an advisory (non-binding) basis, the compensation To make sure your shares are represented, please cast your vote as soon as possible in one of the Company's named executive officers;following ways:
Internet Online at www.proxyvote.com	​	​
Telephone Call 1 (800) 690-6903	​	​
Mail Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope	​	​
QR Code Scan this QR Code. Additional software may be required for scanning	​	​

4.

Items of Business 1. Election of seven director nominees 2. Approve, on an advisory (non-binding) basis, the compensation of the named executive officers 3. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm 4. Approve the amendment to our Charter to eliminate supermajority vote requirements 5. To transact such other business, if any, as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

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. thereof

The Annual Meeting may be adjourned from time to time without noticeBoard recommends that you vote “FOR” each director nominee included in Proposal 1 and “FOR” each of the other than by announcementproposals. The full text of these proposals is set forth in the accompanying proxy statement. Registered shareholders of the Company at the Annual Meeting.

Yourclose of business on the record date are eligible to vote is important. Whether or notat the meeting.

We recommend that you planreview the further information on the process for, and deadlines applicable to, attendvoting, attending the meeting and appointing a proxy under “Questions and Answers About 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. PleasepromptlyvoteyoursharesbyfollowingtheinstructionsforvotingVoting” on 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 copiespage 49 of the proxy materials, you may submit your vote by signing, dating and returning your proxy card by mail.

statement. This Notice of Annualannual Meeting and Proxy Statementproxy statement are first being distributed or made available, as the case may be, on or about May 5, 2021.2022.

By Order of the Board of Directors,

Graham Luce

Secretary

May 5, 2022

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By Order PROXY SUMMARY

​

​

This summary highlights information contained in the proxy statement and does not contain all of the Board of Directors information you should consider before casting your vote. We encourage you to read the entire proxy statement carefully before voting.

Voting Matters

Proposal				​	​	Board Recommendation	​	​	Page Reference
1.	​	​	Election of Seven Director Nominees	​	​	FOR each nominee	​	​	9
2.	​	​	Approval, on an Advisory (Non-Binding) Basis, of Compensation of our Named Executive Officers	​	​	FOR	​	​	17
3.	​	​	Ratification of Appointment of Independent Registered Public Accounting Firm	​	​	FOR	​	​	41
4.	​	​	Approval of an Amendment to our Charter to Eliminate Supermajority Vote Requirements	​	​	FOR	​	​	44

Financial Highlights

Throughout fiscal year 2021, the Company met the challenges presented by COVID-19 while continuing to deliver significant value to our members. The fiscal year 2021 results below demonstrate the Company’s ability to thrive in difficult environments and return value to our stakeholders.

Total Revenue	​	​	Debt Reduction	​	​	Share Price Increase
$16.7 Billion
/s/ Graham Luce ​
Graham Luce ​
Secretary $360 Million	​	​	35%

Westborough, Massachusetts

May 5, 2021

Directors

Our directors bring a mix of backgrounds and possess a broad range of skills and expertise that position the Board to effectively oversee the Company’s business.

 

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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.

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Director Nominees

​

​

Name

​

​

Age(1)

​

​

Director Since

​

​

Independent

​

​

Committee Memberships

​

​

Chris Baldwin

​

​

59

​

​

2018

​

​

-

​

​

-

​

​

Darryl Brown

​

​

59

​

​

2021

​

​

•

​

​

-

​

​

Michelle Gloeckler

​

​

55

​

​

2019

​

​

•

​

​

• Nominating & Governance

​

​

Ken Parent

​

​

63

​

​

2011

​

​

•

​

​

• Compensation

​

​

Chris Peterson

​

​

55

​

​

2018

​

​

•

​

​

• Audit (chair)

​

​

Rob Steele

​

​

66

​

​

2016

​

​

•

​

​

• Audit

​

​

Judy Werthauser

​

​

56

​

​

2018

​

​

•

​

​

• Nominating & Governance (chair) • Compensation (chair)

(1)	PageAges of Director Nominees are as of March 1, 2022

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Governance Practices

Highlights

✔ 8 of 10 directors are independent	​	​	✔ Executive and director stock ownership requirements
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING ✔ Lead (independent) director	1 ​	​	✔ Clawback policy
PROPOSAL NO. 1 ELECTION OF DIRECTORS ✔ Independent chairs of Board committees	7 ​	​	✔ Prohibition on hedging or pledging Company stock
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ✔ Annual Board and committee evaluations	11​	​	✔ No poison pill

Shareholder Engagement

We perform shareholder outreach throughout the year to engage with shareholders on issues that are important to them. During Fiscal Year 2021, we requested meetings with shareholders representing nearly 83% (as of June 30, 2021) of shares outstanding. The results of our shareholder outreach are reported to the Board.

Team Member Diversity

We have approximately 34,000 diverse and amazing team members. We believe that the diversity of our team members plays a vital role in the Company’s culture and improves our ability to deliver growth and profitability.

*Above team member statistics are as of January 29, 2022

We have an Inclusion & Diversity council which is comprised of a cross-functional team representing diversity of backgrounds, ethnicity, gender, and self-identification. This council is responsible for identifying and driving actions and initiatives to advance the Company’s inclusion and diversity mission.

iii

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.

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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"“Governance Documents” section of the "Corporate Governance"“Corporate Governance” page of our investor relations website located at www.bjs.comwww.investors.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 offices.

Audit Committee

Our Audit Committee is responsible for, among other things:

assisting the Board with its oversight of our accounting and financial reporting process and financial statement audits;

assisting the Board with its oversight of our disclosure controls procedures and our internal control over financial reporting;

assessing the independent registered public accounting firm’s qualifications and independence;

engaging the independent registered public accounting firm;

overseeing the performance of our internal audit function and independent registered public accounting firm;

assisting with our compliance with legal and regulatory requirements in connection with the foregoing;

assisting the Board with its risk oversight; and

reviewing related party transactions.

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Audit Committee
Members All Independent Chris Peterson (Chair) Maile Naylor Rob Steele	​	​	Our Audit Committee is responsible for, among other things: •   assisting the Board with its oversight of our accounting and financial reporting process and financial statement audits; •   assisting the Board with its oversight of our disclosure controls procedures and our internal control over financial reporting; •   assessing the independent registered public accounting firm’s qualifications and independence; •   engaging the independent registered public accounting firm; •   overseeing the performance of our internal audit function and independent registered public accounting firm; •   assisting with our compliance with legal and regulatory requirements in connection with the foregoing; •   assisting the Board with its risk oversight, including succession planning; •   assisting the Board with its oversight of our Environmental, Social and Governance (ESG) strategy; and •   reviewing related party transactions.
Oversees the Company’s internal controls, accounting, auditing and financial reporting practices.	​

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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. ClarkNaylor and Messrs. Peterson and Steele qualifies as "independent"“independent” under the NYSE’s standards and Rule 10A-3 of the Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), applicable to Audit Committee members. In addition, the Board of Directors has determined that each of Ms. ClarkNaylor and Mr. Peterson qualifies as an "Audit“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:

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reviewing and approving corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of these goals and objectives and setting compensation;

reviewing and setting or making recommendations to the Board of Directors regarding the compensation of our other executive officers and overseeing an evaluation of the performance of other executive officers;

Compensation Committee
Members All Independent Judy Werthauser (Chair) Michelle Gloeckler	​	​	Our Compensation Committee is responsible for, among other things: •   reviewing and approving corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of these goals and objectives and setting compensation; •   reviewing and setting or making recommendations to the Board of Directors regarding the compensation of our other executive officers and overseeing an evaluation of the performance of other executive officers; •   reviewing and approving employment agreements, consulting arrangements, severance or retirement arrangements or change-in-control agreements; •   reviewing and making recommendations to the Board of Directors regarding Director compensation; •   reviewing and approving or making recommendations to the Board of Directors regarding our incentive compensation and equity-based plans and arrangements, and the granting of stock and other equity awards under such plans; •   reviewing and approving or making recommendations to the Board of Directors regarding our incentive compensation and equity-based plans and arrangements, and the granting of stock and other equity awards under such plans; •   appointing and overseeing any compensation consultants; •   reviewing and discussing the results of the most recent shareholder advisory vote on executive compensation and reviewing and recommending to the Board for approval the frequency with which the Company will conduct such votes, taking into account such results; •   periodically considering the adoption of a policy for recovering incentive-based compensation from executive officers; and •   periodically reviewing compensation policies and practices and assessing whether they are reasonably likely to have a material adverse effect on the Company by encouraging excessive risk-taking.
Oversees the Company’s compensation policies and programs.	​
	​

reviewing and approving employment agreements, consulting arrangements, severance or retirement arrangements or change-in-control agreements;

reviewing and making recommendations to the Board of Directors regarding Director compensation;

reviewing and approving or making recommendations to the Board of Directors regarding our incentive compensation and equity-based plans and arrangements, and the granting of stock and other equity awards under such plans;

appointing and overseeing any compensation consultants;

reviewing and discussing the results of the most recent stockholder advisory vote on executive compensation and reviewing and recommending to the Board for approval the frequency with which the Company will conduct such votes, taking into account such results;

periodically considering the adoption of a policy for recovering incentive-based compensation from executive officers; and

periodically reviewing compensation policies and practices and assessing whether they are reasonably likely to have a material adverse effect on the Company by encouraging excessive risk-taking.

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"“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"“Non-Employee Director” as defined in Section 16b-3 of the Exchange Act.

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.

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Nominating and Corporate Governance Committee				​
Members All Independent Judy Werthauser (Chair) Michelle Gloeckler	​	​	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: •   identifying individuals qualified to become members of the Board of Directors, consistent with criteria approved by the Board of Directors, except where the Company is otherwise required to provide third parties with the right to designate Directors; •   recommending to the Board of Directors the nominees for election to the Board of Directors at Annual Meetings of our Shareholders; •   overseeing the annual self-evaluations of the Board of Directors and its committees; and •   developing and recommending to the Board of Directors a set of corporate governance guidelines and principles.	​
Oversees the Company’s corporate governance structure and practices.	​				​

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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"“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.

ReportAt the annual meeting of shareholders held in 2020, our shareholders approved an amendment to our Charter that provides for the Executive Compensation Committee

annual election of directors. As a result, the directors who were elected at the annual meeting of shareholders held in 2021 and the class of directors who were elected at the annual meeting of shareholders held in 2019, whose terms will expire at the Annual Meeting, will stand for election for one-year terms expiring at the 2023 Annual Meeting.

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The Board unanimously recommends that you vote “FOR” the election of each of the Director nominees.

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Director Nominee Biographies

(Directors with a Term Ending at the Annual Meeting)

Chris Baldwin
Director since 2018 Executive Chairman 59 years old	​	​	Chris 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. 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 graduated from Siena College in Loudonville, New York with a bachelor’s degree in Economics. 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. Specific Expertise: Mr. Baldwin brings to the Board a deep knowledge of the Company’s business, the fuel, retail and consumer packaged goods industries – coupled with his extensive leadership experience – from his prior years with the Company, including his current role as Executive Chairman and his previous executive roles as Chief Executive Officer and Chief Operating Officer. The Board also benefits from Mr. Baldwin’s multi-unit expertise and significant experience in investor relations, marketing and executive compensation.

Darryl Brown
Director since 2021 Independent 59 years old	​	​	Darryl Brown is an accomplished senior executive with more than thirty years of experience in consumer-packaged goods and financial services. Currently, he serves as President and Chief Executive Officer of Shadowbrook Investments, LLC, a family-run private equity firm located in southwest Florida. Previously, he served as President, Global Corporate Payments, Americas at American Express Company from 2012 to December 2016 and as Executive Vice President/GM Global Corporate Payments from 2010 to 2012. Prior to joining American Express Company, he held a number of leadership positions at Kraft Foods, where he led the company’s North American retail sales and logistics organization. He holds a Master of Business Administration from Lake Forest Graduate School of Business and a Bachelor of Science in Accounting from Lincoln University. Mr. Brown currently serves on the board of Atradius Trade Credit Insurance, an insurance company. He previously served as an advisor and board member of Datanomers, an analytics company, from 2015 to January 2021. Specific Expertise: Mr. Brown brings to the Board a strong leadership track record from his current role as President and Chief Executive Officer of Shadowbrook Investments, LLC and prior leadership positions at American Express Company and Kraft Foods. The Board benefits from his deep knowledge of the financial services and consumer packaged goods industries.

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Michelle Gloeckler
Director since 2019 Independent 55 years old Nominating & Corporate Governance Committee (Member)	​	​	Michelle 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. She holds a bachelor’s degree in Communication and Psychology from the University of Michigan. Ms. Gloeckler has been a director of Duckhorn Portfolio, Inc., an NYSE-listed luxury wine company, since May 2021, of Holley Inc., a NYSE-listed designer, marketer and manufacturer of high-performance automotive aftermarket products, since July 2021, and Pairwise Plants LLC, an agriculture technology company, since December 2021. She served on the board of Benson Hill, an agricultural technology company from February 2019 to February 2021. She also currently serves as a member of The University of Michigan Dean’s Advisory Council. Specific Expertise: Ms. Gloeckler brings to the Board significant experience from her service in senior executive and management positions at major corporations in the retail and consumer packaged goods industries. The Board benefits from Ms. Gloeckler’s multi-unit expertise and experience in E-commerce, marketing, human capital and executive compensation. Ms. Gloeckler also brings an important perspective from her service as a director of another public company board.

Ken Parent
Director since 2011 Independent 63 years old Compensation Committee (Member)	​	​	Ken 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 Master of Business Administration and a bachelor’s degree in Marketing from San Diego State University. Specific Expertise: Mr. Parent brings to the Board significant managerial and operational experience as a result of the various senior positions held during his over 20-year tenure at Pilot Flying J, including as Chief Executive Officer. The Board also benefits from Mr. Parent’s multi-unit expertise and deep knowledge of the fuel and retail industries.

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Chris Peterson
Director since 2018 Independent 55 years old Audit Committee (Chair)	​	​	Chris 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 packaged 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. Specific Expertise: Mr. Peterson brings to the Board significant finance and operations experience in the retail and consumer packaged goods industry through his current executive role at Newell Brands, Inc. and his prior positions at Ralph Lauren, Revlon and The Procter & Gamble Company. The Board also benefits from Mr. Peterson’s multi-unit expertise and significant experience in investor relations and executive compensation.

Rob Steele
Director since 2016 Lead Director 66 years old Audit Committee (Member)	​	​	Rob Steele has been our Lead Director since May 2019. He currently serves 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 holds a Master of Business Administration from Cleveland State University and a bachelor’s degree in Economics from the College of Wooster. 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. Specific Expertise: Mr. Steele brings to the Board strong experience in the consumer packaged goods industry, including his long career at The Procter & Gamble Company, where he held several leadership positions. The Board also benefits from Mr. Steele’s multi-unit expertise and significant experience in marketing and executive compensation.

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Judy Werthauser
Director since 2018 Independent 56 years old Nominating & Corporate Governance Committee (Chair) Compensation Committee (Chair)	​	​	Judy 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. She holds a master’s degree in Organization Leadership and a bachelor’s degree in Industrial Psychology from the University of Minnesota. Ms. Werthauser served on the board of And Go Concepts Holdings, LLC, a food services company, from February 2021 to January 2022. Specific Expertise: Ms. Werthauser brings to the Board multi-unit expertise and extensive business and leadership experience in the retail and financial services industries from her executive positions at Five Below, Inc., Domino’s Pizza, Inc., Target, U.S. Bancorp and Marshall Field’s. The Board also benefits from Ms. Werthauser’s significant experience in human capital and executive compensation.

Continuing Director Biographies

(Directors with a Term Ending at the 2023 Annual Meeting)

Bob Eddy
Director since 2021 CEO 49 years old	​	​	Bob Eddy 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. 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. Mr. Eddy is a graduate of Babson College in Wellesley, Massachusetts, and Phillips Academy in Andover, Massachusetts. Mr. Eddy currently serves as a member of the Board of Directors and Executive Committee of the National Retail Federation. From 2013 to 2017, Mr. Eddy chaired the Financial Executives Council of the National Retail Federation. He is also a member of the College Advisory Board for Babson College. Specific Expertise: Mr. Eddy brings to the Board a strong leadership track record from his previous roles as a member of the Company’s senior leadership team. Given his current role as Chief Executive Officer, Mr. Eddy also brings a broad understanding of the Company’s business, operations and growth strategy. The Board also benefits from his current and prior external executive leadership roles with the National Retail Federation, as well as his multi-unit expertise and significant experience in investor relations and executive compensation.

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Maile Naylor (nee Clark)
Director since 2019 Independent 48 years old Audit Committee (Member)	​	​	Maile Naylor (nee Clark) has 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. Naylor also held positions at Scudder Kemper Investments and Wellington Management, each investment management firms. She holds a bachelor’s degree in Finance from Boston University and is a CFA charter holder.   Ms. Naylor currently serves on the board of Laird Superfood, Inc. and is a member of the Board of Advisors of the Boston Ballet and a member of the President’s Council of the Boston Children’s Museum. Specific Expertise: Ms. Naylor brings to the Board a deep knowledge of the investment management industry based on her 25-year career at prominent investment institutions. The Board benefits from Ms. Naylor’s extensive background in finance and her experience serving on the board of another public company.

Tom Kingsbury
Director since 2020 Independent 69 years old Compensation Committee (Member)	​	​	Tom Kingsbury most recently 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/Kaufmann’s division. Mr. Kingsbury holds a bachelor’s degree from the University of Wisconsin-Madison. Mr. Kingsbury is a member of the boards of directors of Kohl’s Corporation, Tractor Supply Company and Big Lots, Inc. Specific Expertise: Mr. Kingsbury brings to the Board significant managerial and operational experience in the retail industry as a result of his tenure as President and Chief Executive Officer, Board member and Chairman of Burlington Stores, Inc., his senior executive position at Kohl’s Corporation and his service as director of other public company boards. The Board also benefits from Mr. Kingsbury’s multi-unit expertise and significant experience in investor relations, E-commerce, marketing, human capital and executive compensation.

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Proposal No. 2 Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers

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As required by Section 14A(a)(1) of the Exchange Act, the below resolution enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers (“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 shareholders 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 shareholders 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 Shareholders, 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 Shareholders.

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The Board unanimously recommends that you vote “FOR” this advisory proposal.

We encourage our shareholders 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 Compensation Committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our shareholders expressed through your vote on this proposal. The Board and Compensation Committee will consider the outcome of this vote in making future compensation decisions for our named executive officers. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the shareholders of BJ’s Wholesale Club Holdings, Inc. approve, on an advisory basis, the fiscal year 2021 compensation of BJ’s Wholesale Club Holdings, Inc.’s named executive officers as described in the Compensation Discussion and Analysis be includedand disclosed in this proxy statement.

Submitted by the ExecutiveSummary Compensation CommitteeTable and related compensation tables and narrative disclosure set forth in BJ’s Wholesale Club Holdings, Inc.’s Proxy Statement for the 2022 Annual Meeting of theShareholders.”

Board Recommendation

The Board of Directors:

Judith L. Werthauser (Chair)

Thomas A. Kingsbury

Ken Parent

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EXECUTIVE COMPENSATION

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.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section discusses the principles underlying thephilosophy and 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:

Named Executive Officers		Title
Lee Delaney (1)		Former President and Chief Executive Officer
Bob Eddy (2)		President and Chief Executive Officer
Paul Cichocki (3)		Executive Vice President, Chief Commercial Officer
Jeff Desroches		Executive Vice President, Club Operations Officer
Scott Kessler		Executive Vice President, Chief Information Officer

	(1)	During fiscal year 2020, Mr. Delaney served as our President and Chief Executive Officer and as our principaland the objectives driving the associated practices and decisions. Executive Summary Our executive officer. Mr. Delaney passed away unexpectedly on April 8, 2021.
	(2)	During fiscal year 2020, Mr. Eddy served as our Executive Vice President and Chief Financial and Administrative Officer and as our principal financial officer. He was appointed President and Chief Executive Officer on April 19, 2021 following the unexpected passing of Mr. Delaney, our then-serving President and Chief Executive Officer. Ms. Laura Felice has been named Executive Vice President, Chief Financial Officer effective as of April 19, 2021.
	(3)	Mr. Cichocki was appointed as the Company’s Executive Vice President, Membership, Analytics and Business Transformation effective April 1, 2020. On April 19, 2021 he was appointed as the Company’s Executive Vice  President, Chief Commercial Officer.

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 stockholdershareholder 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.

WHAT WE DO
✔	Align our NEOs with our long-term investors by awarding a meaningful percentage of total compensation in the form of equity
✔	Grant annual cash incentive compensation based on pre-established company goals
✔	Have robust equity ownership guidelines for our Directors and executive officers (for our CEO, 5.0x base salary)
✔	Adopted a clawback policy that allows for the recovery of previously paid incentive compensation in the event of a financial restatement
✔	Engage an independent compensation consultant to advise the Executive Compensation Committee

Named Executive Officers

Our NEOs for fiscal year 2021 were:

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This discussion and analysis also covers compensation and benefits for fiscal year 2021 for Mr. Lee Delaney, who served as our President and Chief Executive Officer until his unexpected passing in April 2021. See “—Compensation Discussion and Analysis—Compensation of Mr. Delaney” for more information regarding Mr. Delaney’s fiscal year 2021 compensation. For all other sections included under “Executive Compensation”, Mr. Delaney is also included as an NEO.

WHAT WE DON'T DO
X	Do not allow hedging or pledging of Company securities
X	Do not provide for "single trigger" payment of cash severance or acceleration of time-based equity
X	Do not provide for Section 280G excise tax gross-up payments
X	Do not encourage unnecessary or excessive risk-taking as a result of our compensation policies
X	Do not allow for repricing of stock options without stockholder approval

Executive Compensation Philosophy and Objectives

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

attract,ATTRACT, engage and retain the best executives, with experience and managerial talent, enabling us to be an employer of choice in a highly competitive and dynamic industries;

industry

align ALIGN compensation with our corporate strategies, business and financial objectives and the long-term interests of our stockholders;

shareholders

motivate MOTIVATE and reward executives whose knowledge, skills and performance ensure our continued success; and

success

ensureENSURE that our total compensation is fair, reasonable and competitive.

competitive

Compensation Element	​	Form ​		Objectives		Characteristic
Base Salary (Fixed, short-term)	​	Cash​	Fixed Short-Term Cash	Provide​	​	Provides market-competitive fixed cash compensation reflecting role, responsibility experience and internal parity. Attract and retain high-quality executives to drive our success		Competitive base salary compensation based on comparative market analysis.experience.
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Annual Incentive Plan Awards (At-risk, short-term)	​	Cash​	Variable Mid-Term Cash	Drive Company and business unit results; align actual pay-out based on achievement of Company financial performance goals.​	​	Earned based on achievement of a pre-established companyCompany financial metric Adjusted EBITDA.(Adjusted EBITDA). Designed to align pay to both individual and Company performance for the fiscal year.
	​	​	Long-Term Incentive Awards*	​	​	Variable Long-Term Equity
Long-term Incentive Awards (At-risk, medium​	​	Designed to long-term)		Performance Share Units/Restricted Stock Awards		Drivedrive Company performance; align interests with stockholders;shareholders; and encourage long-term retention of executives and provide incentive for long-term cumulative adjusted earnings per share (EPS) growth. Promote executive retention executives.

	​	​	WHAT WE DO	​	​		​	​	WHAT WE DON'T DO
	​	​	Align the interests of our NEOs with those of our long-term investors by awarding a meaningful percentage of total compensation in the form of equity	​	​		​	​	Do not allow hedging or pledging of Company securities
	​	​	Grant annual cash incentive compensation based on pre-established Company goals	​	​		​	​	Do not provide for “single trigger” payment of cash severance or acceleration of time-based equity
	​	​	Have robust equity ownership guidelines for our Directors and executive officers (for our CEO, 5x base salary)	​	​		​	​	Do not provide for Section 280G excise tax gross-up payments
	​	​	Have a clawback policy that allows for the recovery of previously paid incentive compensation in the event of a financial restatement	​	​		​	​	Do not encourage unnecessary or excessive risk-taking as a result of our compensation policies
	​	​	Engage an independent compensation consultant to advise the Compensation Committee	​	​		​	​	Do not allow for repricing of stock options without shareholder approval