Board of Directors

As a global company with approximately 249,000 Associates, we consider diversity and inclusion among our Associates, customers, vendors, and suppliers to be part of who we are and core to our culture. At the Board level and throughout the organization, we strive to promote the benefits of leveraging our differences and fostering inclusion, which we believe enhances our talented and diverse workforce. In that regard, we seek to have a highly engaged Board that represents diversity as to experience, gender, and ethnicity/race and that reflects a range of talents, ages, skills, viewpoints, professional experiences, educational backgrounds, and expertise to provide sound and prudent guidance with respect to our operations, strategy, and interests.

Board Diversity

While we do not have a formal policy with respect to Board diversity, we do take into account many factors when evaluating the suitability of prospective Board nominees. These factors include a prospective nominee’s general understanding of disciplines relevant to the success of a large, global, and complex publicly traded company in today’s business environment; understanding of our business and industry; professional background and leadership experience; experience on the boards of other large publicly traded companies; personal accomplishments; ethics, integrity, and values; independence; as well as geographic, gender, age, ethnic, and racial diversity. The Corporate Governance Committee evaluates each prospective nominee in the context of the Board as a whole, with the objective of recommending a group of nominees that the Committee believes can best continue the success of our business and represent shareholder interests through the exercise of sound judgment using its collective diversity of experience.

We value the many kinds of diversity reflected in our Board and are pleased to report:

Three of the four members of our Audit Committee are audit committee financial experts.
Nine of our 11 Board members are independent.
Five of our 11 Board members are women.
Seven of our 11 Board members reflect gender or ethnic/racial diversity.
Our Board represents a range of ethnicities, experiences, and backgrounds.
Board members are elected annually by majority vote.
In 2015, David Ching, a member of TJX’s Board of Directors since 2007, received the U.S. Pan Asian American Chamber of Commerce (USPAACC) Asian American Corporate Director Award. This award honors Asian Americans who serve as members of the Board of Directors of Fortune 500 corporations.
In 2017, we celebrated our seventh consecutive year on 2020 Women on Boards’ “Winning Company” list. The list recognized companies for having a gender-diverse board comprised of at least 20% women. We are considered an “Honor Roll” recipient, having appeared on the list for at least five consecutive years.

For more detail on our Board of Directors, Committees of the Board, and governance structure, we encourage you to visit our Corporate Governance Documents page.

82% of Board is Independent

Carol
Meyrowitz

Director since 2006
Executive Chairman of the Board
Chairman of the Executive Committee

Ms. Meyrowitz, age 64, has been Executive Chairman of the Board since January 2016 and a director since September 2006. She served as Chairman of the Board from June 2015 to January 2016 and as Chief Executive Officer of TJX from January 2007 to January 2016. In previous roles, Ms. Meyrowitz served as President of TJX from October 2005 to January 2011, Senior Executive Vice President of TJX from 2004 until January 2005, Executive Vice President of TJX from 2001 to 2004, and President of Marmaxx from 2001 to January 2005. From January 2005 until October 2005, she was employed in an advisory role for TJX and consulted for Berkshire Partners LLC, a private equity firm. From 1983 to 2001, Ms. Meyrowitz held various senior management and merchandising positions with Marmaxx and with Chadwick’s of Boston and Hit or Miss, former divisions of TJX. Ms. Meyrowitz was also a director of Staples, Inc. from 2007 to 2017. As Executive Chairman of the Board of TJX, and through the many other positions Ms. Meyrowitz has held with TJX, Ms. Meyrowitz has a deep understanding of TJX and broad experience in all aspects of off-price retail, including innovation, strategy, buying, distribution, marketing, real estate, finance and accounting, and international operations.

Ernie
Herrman

Director since 2015
Chief Executive Officer and President

Mr. Herrman, age 57, has been Chief Executive Officer of TJX since January 2016, a director since October 2015, and President since January 2011. He served as Senior Executive Vice President, Group President from August 2008 to January 2011, with responsibilities for Marmaxx, HomeGoods, and TJX Canada; President of Marmaxx from 2005 to 2008; and Senior Executive Vice President, Chief Operating Officer of Marmaxx from 2004 to 2005. From 1989 to 2004, he held various merchandising positions with TJX. As Chief Executive Officer and President of TJX, and through the many other positions Mr. Herrman has held with the Company, Mr. Herrman has a deep understanding of TJX and broad experience in all aspects of off-price retail, including merchandising, management, leadership development, strategy, international operations, marketing, real estate, buying, and distribution.

Michael F.
Hines

Independent Director since 2007
Chairman of the Audit Committee and member of the Finance Committee

Mr. Hines, age 62, served as Executive Vice President and Chief Financial Officer of Dick’s Sporting Goods, Inc., a sporting goods retailer, from 1995 to March 2007. From 1990 to 1995, he held management positions with Staples, Inc., an office products retailer, most recently as Vice President, Finance. Mr. Hines spent 12 years in public accounting, the last eight years with the accounting firm Deloitte & Touche LLP. Mr. Hines is also a director of GNC Holdings, Inc. and Dunkin’ Brands Group, Inc. Mr. Hines’ experience as a financial executive and certified public accountant provides him with expertise in the retail industry including accounting, controls, financial reporting, tax, finance, risk management, and financial management.

Zein
Abdalla

Independent Director since 2012
Member of the Corporate Governance and Finance Committees

Mr. Abdalla, age 59, was the President of PepsiCo, Inc., a leading global food, snack, and beverage company, from September 2012 through his retirement in December 2014, prior to which he served as CEO of PepsiCo Europe, a division of PepsiCo, starting in November 2009 and as President, PepsiCo Europe Region starting in January 2006. Mr. Abdalla previously held a variety of senior positions at PepsiCo since he joined that company in 1995, including as General Manager of PepsiCo’s European Beverage Business, General Manager of Tropicana Europe, and Franchise Vice President for Pakistan and the Gulf region. Mr. Abdalla is also a director of Cognizant Technology Solutions Corporation. Mr. Abdalla’s executive experience with a large global company has given him expertise in corporate management, including in emerging markets, operations, brand management, distribution, and global strategy.

Alan M.
Bennett

Independent Director since 2007
Chairman of the Executive Compensation Committee and member of the Finance Committee

Mr. Bennett, age 67, served as the President and Chief Executive Officer of H&R Block, Inc., a tax services provider, from July 2010 until his retirement in May 2011 and was previously Interim Chief Executive Officer from November 2007 through August 2008. He was Senior Vice President and Chief Financial Officer and a Member of the Office of the Chairman of Aetna Inc., a diversified healthcare benefits company, from 2001 to 2007, and previously held other senior financial management positions at Aetna after joining in 1995. Mr. Bennett held various senior management roles in finance and sales/marketing at Pirelli Armstrong Tire Corporation, formerly Armstrong Rubber Company, from 1981 to 1995 and began his career with Ernst & Ernst (now Ernst & Young LLP). Mr. Bennett is also a director of Halliburton Company and Fluor Corporation. Mr. Bennett’s senior leadership roles in two significant financial businesses provide him with executive experience in managing very large businesses and change management as well as financial expertise including financial management, taxes, accounting, controls, finance, and financial reporting.

Rosemary T.
Berkery

Independent Director since 2018
Member of the Audit and Executive Compensation Committees

Ms. Berkery, age 65, was Chairman of UBS Bank USA and Vice Chairman of UBS Wealth Management Americas, a bank and wealth management firm, from March 2010 until April 2018, also serving as CEO of UBS Bank USA from March 2010 to December 2015. Before joining UBS, she held a variety of roles over more than 25 years at Merrill Lynch & Co., Inc., until her departure in January 2009, including Executive Vice President and General Counsel from 2001 and Vice Chairman from 2007. Her long career as an executive in the financial services industry provides her with expertise in finance, investment strategies, acquisitions, and management of complex organizations, as well as significant experience in governance, compliance, and risk assessment and oversight.

David T.
Ching

Independent Director since 2007
Member of the Audit and Corporate Governance Committees

Mr. Ching, age 65, was Senior Vice President and Chief Information Officer for Safeway Inc., a food and drug retailer, from 1994 to January 2013 and has consulted through DTC Associates LLC, focusing on management consulting and technology services, since 2013. Previously, Mr. Ching was the General Manager for British American Consulting Group, a software and consulting firm focusing on the distribution and retail industry. He also worked for Lucky Stores Inc., a subsidiary of American Stores Company from 1979 to 1993, including serving as the Senior Vice President of Information Systems. Mr. Ching’s strong technological experience and related management positions in the retail industry provide him expertise including in information systems, information security and controls, technology implementation and operation, reporting, and distribution in the retail industry.

Ernie
Herrman

Director since 2015
Chief Executive Officer and President

Michael F.
Hines

Independent Director since 2007
Chairman of the Audit Committee and member of the Finance Committee

Amy B.
Lane

Independent Director since 2005
Chairman of the Finance Committee and member of the Audit and Executive Committees

Ms. Lane, age 65, was a Managing Director and Group Leader of the Global Retailing Investment Banking Group at Merrill Lynch & Co., Inc., from 1997 until her retirement in 2002. Ms. Lane previously served as a Managing Director at Salomon Brothers, Inc., where she founded and led the retail industry investment banking unit. Ms. Lane is also a director of GNC Holdings, Inc., NextEra Energy, Inc., and a member of the board of trustees of Urban Edge Properties. Ms. Lane’s experience as the leader of two investment banking practices covering the global retailing industry has given her substantial experience with financial services, capital markets, finance and accounting, capital structure, acquisitions, and divestitures in that industry as well as management, leadership, and strategy.

Jackwyn L.
Nemerov

Independent Director since 2016
Member of the Executive Compensation Committee

Ms. Nemerov, age 66, was the President and Chief Operating Officer of Ralph Lauren Corporation, a global leader in premium lifestyle products, from November 2013 until November 2015. She served as Executive Vice President of Ralph Lauren Corporation from September 2004 until October 2013 and was a member of Ralph Lauren Corporation’s board of directors from 2007 until September 2015. Prior to her tenure there, she held multiple positions in the retail industry, including President and Chief Operating Officer of the Jones Apparel Group from 1998 to 2002. Ms. Nemerov’s extensive retail, brand management and operations experience, as well as her related management positions in the apparel and retail industry, provide her with valuable expertise in supply chain management, manufacturing, merchandising, and licensing in the retail industry.

John F.
O'Brien

Independent Director since 1996
Lead Director and member of the Executive Committee

Mr. O’Brien, age 75, is the retired Chief Executive Officer and President of Allmerica Financial Corporation (now The Hanover Insurance Group, Inc.), an insurance and diversified financial services company, holding those positions from 1995 to 2002. Mr. O’Brien previously held executive positions at Fidelity Investments, an asset management firm, including Group Managing Director of FMR Corporation, Chairman of Institutional Services Company, and Chairman of Brokerage Services, Inc. Mr. O’Brien serves as our Lead Director. Mr. O’Brien is also a director of Cabot Corporation, a director of LKQ Corporation, and a director of a family of 86 registered mutual funds managed by BlackRock, Inc., an investment management advisory firm. Mr. O’Brien has substantial executive experience with two financial services businesses, giving him expertise including general management and oversight with respect to strategy, financial planning, insurance, operations, finance, and capital structure.

Willow B.
Shire

Independent Director since 1995
Chairman of the Corporate Governance Committee and member of the Executive Compensation Committee

Ms. Shire, age 70, was an executive consultant with Orchard Consulting Group from 1994 to January 2015, specializing in leadership development and strategic problem solving. Previously, she was Chairperson for the Computer Systems Public Policy Project within the National Academy of Science. She also held various positions at Digital Equipment Corporation, a computer hardware manufacturer, for 18 years, including Vice President and Officer, Health Industries Business Unit. Through her consulting experience and prior business experience, Ms. Shire brings expertise in leadership development, talent assessment, change management, human resources and development practices, cultural assessment, and strategic problem solving.