BJ's Wholesale Club Holdings, Inc. (BJ): Other Bill Werner appointed

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Settlement Awards
In connection with the previously
disclosed settlement of credit card interchange fee litigation in which BJ’s Wholesale Club Holdings, Inc. (the “Company”)
was a plaintiff, on September 22, 2026, the Compensation Committee of the Company’s Board of Directors approved one-time awards
for Laura Felice, the Company’s Executive Vice President, Chief Financial Officer, and Bill Werner, then the Company’s Executive
Vice President, Strategy and Development, in recognition of their respective contributions to successfully resolving the matter. Ms. Felice’s
award consisted of a lump sum cash payment of $250,000 and Mr. Werner’s award consisted of (i) a lump sum cash payment of $500,000
and (ii) restricted stock units (“RSUs”) granted on September 30, 2026, with a grant-date value of $500,000. Mr. Werner’s
RSUs will vest in full on the second anniversary of the grant date, assuming his continued service through that date.
Promotion and Compensation Adjustment
On October 8, 2026, the Company
announced the promotion of Bill Werner, formerly Executive Vice President, Strategy and Development, to Executive Vice President, Chief
Development Officer, effective on the same date. In his new role, Mr. Werner will assume additional responsibilities for managing the
Company’s business to business operations in addition to his current responsibilities leading growth strategies across the Company’s
real estate and fuel operations.
In connection with his expanded responsibilities, Mr. Werner’s
annual base salary was increased to $800,000. Mr. Werner’s employment agreement, dated as of May 10, 2021, remains unchanged and
in effect.