DEF 14A 1 a2022proxystatement.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the RegistrantFiled by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Under § 240.14a-12

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THE TJX COMPANIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
No fee required.
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11




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Our mission is to deliver great value to our customers every day.














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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their companies. With the exception of historical information, the matters discussed in this proxy statement are forward-looking statements and may be identified by the use of words such as “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “predict,” “project,” “seek,” “approximately,” “potential,” “outlook” and similar terms and phrases that concern our strategy, plans or intentions, including references to assumptions. Such statements reflect our current view with respect to future events and are subject to certain risks, uncertainties and assumptions. A variety of factors could cause our future results to differ materially from the anticipated events or results expressed in such forward-looking statements. Readers should review Item 1A, Risk Factors, of our Annual Report on Form 10-K filed on March 30, 2022 for a description of important factors that could cause our future results to differ materially from those contemplated by the forward-looking statements made in this proxy statement. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this proxy statement might not occur. All forward-looking statements speak only as of the date of this proxy statement and should be evaluated with an understanding of their inherent uncertainty. Except as required under federal securities laws and the rules and regulations of the Securities and Exchange Commission, we will not undertake and specifically decline any obligation to publicly update or revise any forward-looking statements to reflect events or circumstances arising after the date of this proxy statement, whether as a result of new information, future events or otherwise.
Information appearing on TJX.com is not a part of, and is not incorporated by reference into, this proxy statement.



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770 Cochituate Road
Framingham, Massachusetts 01701
April 28, 2022
DEAR SHAREHOLDER:
We welcome you to attend our 2022 Annual Meeting of Shareholders on Tuesday, June 7, 2022, at 8:00 a.m. (Eastern Daylight Time), to be held virtually, with no on-site location, allowing for enhanced accessibility for shareholders to attend the meeting from various locations, particularly in light of the continuing COVID-19 pandemic. Shareholders who hold shares as of the record date will be able to participate in the virtual meeting online and vote their shares electronically by visiting www.virtualshareholdermeeting.com/TJX2022. We encourage you to vote your shares before the Annual Meeting.
The proxy statement accompanying this letter describes the business we will consider at the meeting. Please read the proxy statement and arrange for your shares to be voted. Regardless of the number of shares you own, your vote is important. You will find instructions for online and telephone voting included on your proxy card and in the attached notice. If you prefer, you can vote by mail by completing and signing your proxy card and returning it in the enclosed pre-paid return envelope.
Thank you for your continued support of TJX.
Sincerely,
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Carol MeyrowitzErnie Herrman
Executive Chairman of the BoardChief Executive Officer and President



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 7, 2022
ATTENDING THE SHAREHOLDERS’ MEETING
VIRTUAL SHAREHOLDERS’ MEETING AT: www.virtualshareholdermeeting.com/TJX2022
  WHO CAN VOTE
The 2022 Annual Meeting of Shareholders of The TJX Companies, Inc. will be held in a virtual-only meeting format, solely by means of remote communication on Tuesday, June 7, 2022, at 8:00 a.m. (Eastern Daylight Time (EDT)) to vote on the items listed below. Shareholders who held shares as of the record date may only attend the meeting online by logging in at: www.virtualshareholdermeeting.com/TJX2022 on the date and time provided in this notice. You will not be able to attend the meeting in person.
Please see pp. 82-83 of the proxy statement for additional information about how to join and vote at the meeting. We encourage you to vote your shares before the Annual Meeting.
Shareholders of record at the close of business on April 8, 2022 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements of that meeting.
ITEMS OF BUSINESS
The items to be voted on are as follows:
Board
Recommendation
Page
Reference
1.Election of the 11 directors named in this proxy statement
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2.
Ratification of appointment of PricewaterhouseCoopers as TJX’s independent registered public accounting firm for fiscal 2023
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25
3.Approval of Stock Incentive Plan (2022 Restatement)
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27
4.Advisory approval of TJX’s executive compensation (the say-on-pay vote)
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33
5.Shareholder proposal for a report on effectiveness of social compliance efforts in TJX's supply chain
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73
6.Shareholder proposal for report on risk to TJX from supplier misclassification of supplier's employees
image_31.jpg AGAINST
76
7.Shareholder proposal for a report on risk due to restrictions on reproductive rights
image_31.jpg AGAINST
78
8.Shareholder proposal to adopt a paid sick leave policy for all Associates
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80
Shareholders may also transact any other business properly brought before the meeting.
To attend the Annual Meeting, you will need to use the control number or identification number from the proxy card or voting instruction form you are receiving to register to access and vote at the meeting. Please be sure to retain this code from that document, review the procedures in advance, and allow time on the day of the meeting for check-in procedures prior to the meeting.
By Order of the Board of Directors,
Alicia C. Kelly
Secretary
Framingham, Massachusetts
April 28, 2022
YOUR VOTE IS IMPORTANT. PLEASE VOTE ONE OF THE FOLLOWING WAYS:
BY MAIL ONLINE BY PHONE AT VIRTUAL MEETING ON JUNE 7
Sign and Return Proxy Card
at: www.proxyvote.com
Call: 1-800-690-6903
at: www.virtualshareholder meeting.com/TJX2022
This proxy statement, the proxy card, and the Annual Report to Shareholders for our fiscal year ended January 29, 2022 (fiscal 2022 or FY22) are being first mailed to shareholders on or about the date of the notice of meeting, April 28, 2022.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 7, 2022: THIS PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K FOR FISCAL 2022 ARE AVAILABLE AT HTTP://WWW.PROXYVOTE.COM



TABLE OF CONTENTS
Smart for Our Business, Good for the World
Culture and Human Capital Management
Summary Compensation Table






DELIVERING VALUE TO OUR STAKEHOLDERS
The TJX Companies, Inc. (TJX, the Company, or we) is the leading off-price retailer of apparel and home fashions in the U.S. and worldwide. We operate nearly 4,700 stores across nine countries and three continents as well as five e-commerce websites. Our flexible business model and opportunistic buying strategies differentiate us from traditional retailers. We offer a treasure hunt shopping experience and a rapid turn of inventories relative to traditional retailers, acquiring merchandise in a variety of ways to support our distinct, off-price model.
FISCAL 2022 REVIEW
FINANCIAL RESULTS
NET SALES
$48.5B
16% increase over FY20
51% increase over FY21
OPEN-ONLY
COMP STORE SALES*
15% increase overall
over FY20
 17% increase in the U.S.
over FY20
EARNINGS PER SHARE
OPERATING CASH FLOW
$3.1B
Ended year with
$6.2 billion in cash
$2.70
Diluted EPS
$2.85
Adjusted
Diluted EPS*
SHAREHOLDER VALUE CREATION
13.1%
TOTAL SHAREHOLDER RETURN
for FY22
$3.4B
RETURNED TO SHAREHOLDERS
and in early FY23 approved 13%
 increase in dividend payable in Q1
$84.3B
MARKET CAP AT FY22 YEAR END
compared to $77.1B at FY21 year end
BUSINESS / STRATEGIC HIGHLIGHTS
Added 117 net new stores
and remodeled over 300
stores in our global store base
4,689 total stores
in 9 countries
at FY22 year end
Continued to invest in
distribution capacity to
 support growth plans
Launched online shopping
on homegoods.com,our
fifth e-commerce site
Earnings Per ShareAnnual Sales Growth RateTotal Shareholder Return Growth Rate

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*    See Appendix A of this proxy statement for notes on open-only comp store sales and reconciliations for adjusted diluted EPS.
2022 Proxy Statement
1

Delivering Value to our Stakeholders
NAVIGATING THE PANDEMIC IN FISCAL 2022
FY22 was another year of global challenges, with the ongoing COVID-19 pandemic continuing to impact our global operations. After the challenges of FY21, we entered FY22 with significant ongoing global uncertainty related to the pandemic and with hundreds of temporary store closures, primarily in Europe and Canada. Throughout FY22, various shopping restrictions, including capacity limitations in many locations, impacted our business across our divisions. Our international businesses in particular continued to face many COVID-related disruptions, including widespread temporary store closures during the first quarter of FY22, followed by additional temporary store closures and reopenings at multiple times over the course of the year.
During FY22, the Board continued to actively monitor and oversee management’s strategic response to the pandemic, including our health and safety protocols for Associates and customers, pay and benefits initiatives for Associates during the pandemic, our cash and debt management, shareholder distributions, and other operational and strategic matters.
The below table represents total store days closed due to the COVID-19 pandemic by region as a percentage of potential total store days open in FY22 and FY21.
RegionFY22FY21
U.S.0%20%
Canada12%29%
Europe19%38%
Australia19%23%
Total TJX4%24%
2
The TJX Companies, Inc.

Delivering Value to our Stakeholders
SMART FOR OUR BUSINESS, GOOD FOR THE WORLD
Over our 45-year history, our mission has been to deliver great value to our customers every day. Similarly, we believe it is important to operate our off-price business model responsibly, ethically, and in a way that is consistent with our core values. We have reported publicly on our global corporate responsibility efforts for more than a decade and are committed to further enhancing our programs and disclosures related to environmental, social, and governance (ESG) matters.
Global Collaboration and Oversight: Our Global Corporate Responsibility Executive Steering Committee reviews and considers our corporate responsibility efforts from a cross-functional and cross-divisional perspective. The Committee includes two executive officers reporting directly to the CEO, guides corporate responsibility strategies, and aligns them with TJX business priorities, facilitates corporate responsibility information exchange, recommends additional program efforts, and periodically reports on our progress to the Company’s senior management and our Board. See Corporate Governance: Environmental, Social, and Governance for more on our Board’s role in our ESG efforts.
We continue to focus our global corporate responsibility efforts under the following four key pillars:
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OUR WORKPLACE
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ENVIRONMENTAL SUSTAINABILITY
Our commitment to our Associates worldwide,
including fostering a workplace where our
Associates feel welcome, valued, and engaged
Our commitment to pursuing initiatives that are
good for the environment and
smart for our business
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RESPONSIBLE BUSINESS
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OUR COMMUNITIES
Our commitment to operating responsibly,
sourcing ethically, and maintaining strong
corporate governance and compliance practices
Our commitment to help families and children
access resources and opportunities to help
build a better future
New Environmental Sustainability Goals
Where we are: At the end of FY21, we reached a 32% reduction in greenhouse gas (GHG) emissions from our direct operations against FY17, making steady progress against our FY30 science-based GHG emissions reduction target announced in June 2020.
Looking ahead: In addition to our FY30 science-based target, we have recently set four new, more aggressive goals.
We have a goal to achieve net zero GHG emissions in our operations by 2040.
We intend to source 100% renewable energy in our operations by 2030.
We are working to divert 85% of our operational waste from landfill by 2027.
We aim to shift 100% of the packaging for products developed in-house by our product design team to be reusable, recyclable, or contain sustainable materials by 2030.
You can find more information about our environmental initiatives at TJX.com/responsibility/environment/.
Other recent highlights include:
Inclusion and Diversity (I&D): developed and launched programs and trainings to support our I&D priorities, which include building a more diverse talent pipeline and fostering a more inclusive workplace, informed by our global Associate I&D survey.
Vendor Supply Chain: reviewed more than 2,400 factory audits in FY22, either conducted by our third-party auditors or accepted from accredited sources, and continued to conduct training sessions to educate buying agents, vendors, and factory management around the world about our requirements and expectations for social compliance.
Community Support: continued our work with organizations that help expand long-term opportunities for historically disadvantaged racial and ethnic groups in our communities.
Reporting:
released our first disclosure aligned to select metrics from the Sustainability Accounting Standards Board (SASB) reporting standard
published our 2020 EEO-1 report and additional race/ethnicity statistics for our U.S. workforce
disclosed a new policy statement for external CEO searches and for external searches for executives reporting directly to the CEO, requiring inclusion of diverse candidates
launched a chemicals management program outlining our expectations for vendors and suppliers to reduce or eliminate certain chemicals of concern and our initial policy priorities under this program
earned an A- on our CDP Climate Change Questionnaire response, our 12th consecutive year participating
See our corporate website, TJX.com, for more information, including our most recent Corporate Responsibility Report which contains an appendix of ESG information that maps the report to the Global Reporting Initiative (GRI) Standards, the United Nations Sustainable Development Goals, and the SASB standard. Information appearing on TJX.com is not a part of and is not incorporated by reference in this proxy statement.
2022 Proxy Statement
3

Delivering Value to our Stakeholders
CULTURE AND HUMAN CAPITAL MANAGEMENT
OUR GLOBAL WORKFORCE
We believe our Associates are key to our business success. Our large, global workforce supports the execution of our flexible off-price business model, including the management of a rapidly changing mix of merchandise in our nearly 4,700 retail stores in nine countries and across five e-commerce sites. With approximately 340,000 Associates at the end of FY22, we offer positions at a variety of levels in our stores, distribution and fulfillment centers, and offices, as well as many opportunities for Associates to grow and advance.
Our approach to workforce management, supported by the Board in its oversight role (as discussed further on p. 18), includes the following:
As of January 29, 2022:
We had approximately 340,000 employees across all of our geographies and businesses, including full-time, part-time, temporary, and seasonal Associates
86% of our Associates worked in our retail stores
59% of our workforce in the U.S. were members of racially or ethnically diverse groups
35% of managerial positions* in the U.S. were held by members of racially or ethnically diverse groups



*managerial positions defined as Assistant Store Manager (or equivalent) and above
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WORKPLACE AND CULTURE
We work to foster a strong, supportive, and inclusive culture so that Associates at TJX feel welcome in the Company, valued for their contributions, and engaged with our business mission. We use defined cultural factors and leadership competencies throughout our global business to express our organizational values, such as personal integrity, relationship-building and collaboration, and respect for our business model, and to promote consistency in leadership development. We have expanded our cultural factors and leadership competencies to include an explicit focus on inclusion and diversity. Our policies and practices, including our open-door philosophy, encourage open and honest communication and engagement with the business. The health and safety of our Associates continued to be a top priority during FY22, as we managed our COVID-19 protocols to address the evolving pandemic across our global operations and maintained many of our broad-based initiatives during FY22.
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INCLUSION AND DIVERSITY
We are committed to building a more inclusive and diverse workplace. Our priorities include a focus on three core areas: increasing the representation of diverse talent through our talent pipeline, providing leaders with the tools needed to support all Associates regardless of differences, and integrating inclusive behaviors, language, and practices throughout the business. Our teams globally are working to support these focus areas with many new programs, including recruitment strategies, mentoring programs, training and education, Associate-led I&D advisory boards, and additional Associate Resource Groups.
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TRAINING AND DEVELOPMENT
We are highly focused on teaching and mentoring to support the career growth and success of our Associates, and we believe these efforts have promoted retention, stability and increased expertise in our workforce. Training happens broadly throughout the organization, from informal mentoring and direct training to a range of career and leadership development programs such as our TJX University for merchandising Associates.
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COMPENSATION AND REWARDS
Our compensation programs are designed to pay our Associates competitively in the market and based on their skills, experience level, qualifications, role, and abilities. Our approach to compensation across the organization reflects our global total rewards principles, which include encouraging teamwork and collaboration, being fair and equitable, and sharing in the success of the Company. For FY22, we continued our One TJX approach to annual incentive compensation, with all eligible Associates measured against global TJX performance goals. We also paid discretionary bonuses to the vast majority of our Associates, including those in our stores and distribution centers, that
recognize the significant contributions of our workforce.
4
The TJX Companies, Inc.


VOTING ROADMAP
PROPOSAL 1:
ELECTION OF DIRECTORS     (PAGE 8)
Our Corporate Governance Committee and Board believe our nominees, who are all current members of the Board, are highly engaged directors with experience in substantive areas that are important to the long-term success of our global off-price business. Each of our nominees was evaluated individually and in the context of the Board as a whole, with the objective of recommending a group that we believe can continue the success of our business and represent shareholder interests. See Board Composition and Service for more information about key areas of experience that the Corporate Governance Committee considers important to TJX and for our Board.
We seek a Board that represents diversity of backgrounds and experience, including as to gender and race/ethnicity, and that reflects a range of talents, ages, skills, viewpoints, professional experiences, geographies, and educational backgrounds. The Corporate Governance Committee takes diversity into account among the many factors it considers when evaluating the suitability of individual Board nominees. In our current director slate, 45% of the director nominees are women and 36% self identify as members of underrepresented groups (race/ethnicity or LGBTQ+), collectively representing 64% of our nominees. We value the many kinds of diversity represented by our nominees.
Female Nominees
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Nominees from Underrepresented Groups
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Diversity
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5 out of 11 director nominees are women
4 out of 11 director nominees self-identify as a
member of an underrepresented group
7 out of 11 are women and/or self-identify as a member of an underrepresented group
Our Board leadership with these director nominees is
primarily female, including our
Chairman of the Board and 4 out of 5 Committee Chairs
Tenure
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Independence
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Our nominees reflect a balanced mix of tenures
9 out of 11 director nominees are independent
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The Board recommends a vote FOR each director nominee
2022 Proxy Statement
5

Voting Roadmap
PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS AS TJX’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2023     (PAGE 25)
PwC is an independent registered public accounting firm with years of experience with TJX’s business. The members of the Audit Committee and Board believe the continued retention of PwC is in the best interests of the Company and its shareholders.
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The Board recommends a vote FOR this proposal


PROPOSAL 3:
APPROVAL OF STOCK INCENTIVE PLAN (2022 RESTATEMENT)   (PAGE 27)
The Board of Directors believes that equity incentives are important in motivating the performance of our key Associates. We use stock options, restricted stock units (RSUs), performance share units (PSUs), and other stock-based awards as part of our overall compensation programs to align the interests of our key Associates and directors with those of our shareholders and to assist us in attracting and retaining highly-qualified Associates and directors. We have granted these equity-based awards under the Company’s Stock Incentive Plan (SIP), which was most recently restated in 2013, with a term that is scheduled to end in 2023. In March 2022, the Board and ECC approved an amended and restated Stock Incentive Plan, subject to shareholder approval. We are now seeking shareholder approval of the SIP (2022 Restatement), which includes an increase to the number of shares available for awards under the SIP and extension of the term of the SIP. The SIP (2022 Restatement) will not become effective unless it is approved by shareholders.
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The Board recommends a vote FOR this proposal
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The TJX Companies, Inc.

Voting Roadmap
PROPOSAL 4:
ADVISORY APPROVAL OF TJX’S EXECUTIVE COMPENSATION
(THE SAY-ON-PAY VOTE)     (PAGE 33)
The Board seeks a non-binding advisory vote to approve the compensation of our Named Executive Officers (NEOs) as described in the Compensation Discussion and Analysis (CD&A) beginning on p. 34 and the Compensation Tables beginning on p. 53.
FY22 Executive Compensation Program
The ECC has continued to believe in our core compensation objectives: incentivizing and rewarding performance and sustaining our position of strength in a competitive and changing retail environment; supporting teamwork, management stability and succession planning, which are longstanding, key components of our leadership strategy; fostering alignment with shareholder interests; and driving the long-term success of our business.
For FY22 we returned to some of our more traditional compensation practices, after adopting a number of temporary compensation approaches during FY21 following the onset of the pandemic. We believe our shareholders have strongly supported our program, including the careful use of discretion by the ECC in navigating the challenges presented by the pandemic.
FY22 was a strong year for TJX, despite the ongoing impact of the pandemic on our sales and expenses. Our strong performance resulted in above-target payouts for FY22 annual incentives and payouts of FY20-22 long-term incentives that reflect the limited and balanced use of discretion by the ECC.
See our CD&A starting on p. 34 and the compensation tables that follow for more information about our program.
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The Board recommends a vote FOR this proposal
PROPOSALS 5-8:
SHAREHOLDER PROPOSALS, IN EACH CASE, IF PROPERLY PRESENTED AT THE MEETING (PAGE 72)
Proposal for a report on effectiveness of social compliance efforts in TJX's supply chain
Proposal for report on risk to TJX from supplier misclassification of supplier's employees
Proposal for a report on risk due to restrictions on reproductive rights
Proposal to adopt a paid sick leave policy for all Associates
Each shareholder proposal included in this proxy statement is followed by our response.
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For the reasons included in those responses, the Board recommends a vote AGAINST each shareholder proposal, if properly presented at the meeting.
2022 Proxy Statement
7


PROPOSAL 1:
ELECTION OF DIRECTORS
The individuals listed below have been nominated and are standing for election at this year’s Annual Meeting. If elected, they will hold office until our 2023 Annual Meeting of Shareholders and until their successors are duly elected and qualified.
    
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The Board of Directors unanimously recommends that you vote FOR the election of each of the nominees.
NOMINEES AND THEIR QUALIFICATIONS
We have highlighted qualifications of each director nominee in the individual biographies below. One of our current directors, Zein Abdalla, is not standing for reelection at the Annual Meeting. We believe that all our nominees possess the professional and personal qualifications necessary for service on our Board. All of our nominees were elected to the Board by our shareholders in June 2021. Please also see the Corporate Governance section, below, for additional information about director qualifications and how we assess our nominees and consider overall Board composition.
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José B. Alvarez, 59
Director since 2020; previously served on Board from 2007- 2018
Member of Corporate Governance Committee and Executive Compensation Committee
Experience and Qualifications:
Mr. Alvarez is a member of the faculty of the Harvard Business School, which he joined in 2009 after holding various senior executive roles in the food retail industry. He served as Executive Vice President – Global Business Development for Royal Ahold N.V., now Royal Ahold Delhaize N.V., a global food retail group, in 2008 and served in a number of key management positions at Stop & Shop/Giant-Landover, a U.S. division of the group, from 2001 until 2008, including President and Chief Executive Officer and Executive Vice President, Supply Chain and Logistics. He previously held executive positions at Shaw’s Supermarkets after beginning his career at American Stores Company in 1990.
Mr. Alvarez’s long career in the retail industry, including his experience as an educator on the industry, along with his public company directorships, provide him with deep expertise in global retail chain management, including organizational leadership, store management, supply chain, logistics, distribution, merchandising, marketing, and strategy.
Mr. Alvarez has also been a director of United Rentals, Inc. since 2009.
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Alan M. Bennett, 71
Director since 2007
Independent Lead Director
Member of Executive Compensation Committee and Finance Committee
Experience and Qualifications:
Mr. Bennett 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’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.
Mr. Bennett has also been a director of Halliburton Company since 2006 and Fluor Corporation since 2011.
8
The TJX Companies, Inc.

Proposal 1: Election of Directors
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Rosemary T. Berkery, 69
Director since 2018
Chair of Executive Compensation Committee
Member of Audit Committee
Experience and Qualifications:
Ms. Berkery 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.
Ms. Berkery’s long career as a senior executive in the financial services industry provides her with expertise in finance, investment strategies, wealth management, and management of complex global organizations, as well as significant experience in governance, compliance, and risk assessment and oversight.
Ms. Berkery has also been a director of Fluor Corporation since 2010.
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David T. Ching, 69
Director since 2007
Member of Audit Committee and Corporate Governance Committee
Experience and Qualifications:
Mr. Ching 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 industries. 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 technology 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.
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C. Kim Goodwin, 62
Director since 2020
Member of Audit Committee and Finance Committee
Experience and Qualifications:
Ms. Goodwin is an experienced financial services professional. Her long career in the industry includes serving as Managing Director and Head of Equities (Global) for the Asset Management Division of Credit Suisse Group AG from 2006 to 2008, and as Chief Investment Officer – Equities at State Street Research & Management Co., a money management firm, from 2002 to 2005. She is now a private investor.
Ms. Goodwin’s many years of experience in investment and financial services, as well as her years of service as a public company director in different industries, provide her with strong analytical skills, business acumen, and experience in risk assessment and management, as well as a deep understanding of financial markets and corporate strategies.
Ms. Goodwin has also been a director of Popular, Inc. since 2011.
2022 Proxy Statement
9

Proposal 1: Election of Directors
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Ernie Herrman, 61
Director since 2015
Chief Executive Officer and President
Experience and Qualifications:
Mr. Herrman 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, Mr. Herrman has managed a complex global retail business in an evolving landscape and overseen near- and long-term strategy through various economic conditions and challenges. In his current role and through the 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, business strategy, finance and accounting, innovation, international operations, marketing, real estate, buying, and distribution.
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Michael F. Hines, 66
Director since 2007
Chair of Audit Committee
Member of Finance Committee
Experience and Qualifications:
Mr. Hines 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’ 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.
Mr. Hines also was a director of GNC Holdings, Inc. and of Dunkin' Brands Group, Inc. from 2009 and from 2011, respectively, until 2020, after each had ceased to be a public company.
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Amy B. Lane, 69
Director since 2005
Chair of Finance Committee
Member of Audit Committee
Experience and Qualifications:
Ms. Lane 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’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.
Ms. Lane’s public company roles consist of serving as a director of NextEra Energy, Inc. since 2015 and as a member of the board of trustees of Urban Edge Properties since 2015. She served on the board of GNC Holdings, Inc. from 2011 until 2020, after it had ceased to be a public company.
10
The TJX Companies, Inc.

Proposal 1: Election of Directors
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Carol Meyrowitz, 68
Director since 2006
Executive Chairman of the Board
Experience and Qualifications:
Ms. Meyrowitz 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, and prior to that, held various senior management and merchandising positions with Marmaxx and with Chadwick’s of Boston and Hit or Miss, former divisions of TJX.
As Executive Chairman of the Board of TJX, and through the 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, business strategy, buying, distribution, marketing, real estate, finance and accounting, and international operations.
Ms. Meyrowitz was also a director of Staples, Inc. from 2007 to 2017.
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Jackwyn L. Nemerov, 70
Director since 2016
Chair of Corporate Governance Committee
Member of Executive Compensation Committee
Experience and Qualifications:
Ms. Nemerov was the President and Chief Operating Officer of Ralph Lauren Corporation, a global leader in premium lifestyle products, from November 2013 until November 2015 and served on Ralph Lauren's board of directors from 2007 until 2015. She served as Executive Vice President of Ralph Lauren Corporation from September 2004 until October 2013. 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 board and management positions in the apparel and retail industry, provide her with corporate governance experience as well as valuable expertise in sourcing and supply chain management, manufacturing, merchandising, and licensing.
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John F. O’Brien, 79
Director since 1996
Member of Corporate Governance Committee
Experience and Qualifications:
Mr. O’Brien 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 has substantial executive experience with two financial services businesses, providing him with expertise including general management and oversight with respect to strategy, financial planning, insurance, operations, finance, and capital structure.
Mr. O’Brien was also a director of LKQ Corporation from 2003 to 2021, a director of Cabot Corporation from 1990 to 2020, and a director of a family of registered mutual funds managed by BlackRock, Inc., an investment management advisory firm, from 2004 to 2018.
2022 Proxy Statement
11


CORPORATE GOVERNANCE
GOVERNANCE AT-A-GLANCE
KEY PRACTICES
Board Oversight
Oversight of strategic, financial, and execution risks, including through enterprise risk management program
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Regular discussions focused on long-term strategy
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Regular management assessments and succession planning
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Review and consideration of key topics including:
risks and opportunities related to human capital management
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inclusion and diversity efforts
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risks related to cybersecurity
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environmental sustainability efforts
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Regular executive sessions of independent directors
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Board Practices
Diverse Board composition
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Ongoing Board refreshment and Board succession planning
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Strong Lead Director role; separate Chairman and CEO
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Annual Board and Committee evaluations
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Overboarding policies in line with major institutional guidelines
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Stock ownership guidelines for directors and executive officers
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No hedging or pledging of Company stock by our directors or executive officers
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Director orientation and continuing education
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Director Independence
Lead Independent Director
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9 of our 11 director nominees are independent
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Each director on our standing committees, other than the Executive Committee, is independent
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Shareholder Rights and Accountability
Annual election of directors
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Majority voting and resignation policies
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Proxy access provisions for director candidates nominated by shareholders
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Robust shareholder engagement program
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ENGAGING WITH SHAREHOLDERS
We value engagement with our shareholders. We communicate regularly with shareholders and other stakeholders throughout the year, and the Board considers a range of shareholder perspectives in discharging its oversight responsibilities. During FY22, we communicated with our shareholders both through engagement calls and written correspondence. We regularly engage with shareholders on long-term strategy, business results, operations and outlook. We also engage on environmental, social, and governance (ESG) topics, including executive compensation; corporate governance; risk management; human capital management; inclusion and diversity; environmental sustainability, including greenhouse gas reduction targets; social compliance in the supply chain; Board oversight of ESG matters; and our COVID-19 response. The Board and Board Committees receive and have the opportunity to consider relevant information and feedback received through shareholder engagement.
Recent enhancements to our policies and practices have been informed by our shareholder engagement. For example, we:
set new and more aggressive environmental goals in early 2022, including a goal to achieve net zero GHG emissions in our operations by 2040, which followed a science-based GHG emissions reduction goal announced in 2020 to align with the United Nations’ Paris Agreement guidelines
published 2020 EEO-1 report at the end of 2021
disclosed first mapping to SASB standards in 2021
updated director overboarding policies in 2019
made several revisions in recent years to our Vendor Code of Conduct, including provisions related to forced labor
conducted shareholder outreach on our executive compensation program, including compensation actions taken and contemplated in response to the pandemic
have continued to enhance public disclosure about our corporate responsibility programs, including about our workforce and our inclusion and diversity initiatives
In addition, shareholder feedback has informed our disclosures in this proxy statement on a range of topics, including Board composition and oversight, ESG oversight and initiatives, and executive compensation.
12
The TJX Companies, Inc.

Corporate Governance
BOARD COMPOSITION AND SERVICE
DIRECTOR QUALIFICATIONS AND NOMINATIONS
CONSIDERATIONS AND SKILLS
The Corporate Governance Committee recommends director nominees it believes will be committed to the long-term success of our business and the best interests of our shareholders. The Committee considers a range of factors when considering individual candidates, including personal and professional ethics, integrity, and values; independence; and diversity, including gender, ethnic, racial, age, and geographic (discussed further below). The Committee seeks candidates who can devote the necessary time and attention to the duties of a director, prepare for and attend meetings, and tend to other director responsibilities. The Committee also helps maintain our policies that are used to monitor certain outside time commitments for directors and nominees. In making its recommendation, the Committee considers the current and future needs of the Board and seeks nominees who have established strong professional reputations with experience in substantive areas that are important to the long-term success of our complex, global business. We have highlighted below key areas of experience that the Corporate Governance Committee considers important to TJX and for our Board, and have indicated their presence across our non-executive director nominees (based on skills, knowledge, and experience reflected in their biographies). Within each key area, we provided examples that we consider relevant and valuable to the Company and its long-term success. A nominee with relevant experience in an area would not have equal experience in every item we specified. We believe each of our director nominees brings a unique set of skills, experiences, and perspectives to our boardroom, and the Corporate Governance Committee evaluates each individual in the context of the Board as a whole.
Leadership and Organizational Management
Retail Industry
Management of large, complex organizations
Marketing and brand management
Leadership strategy
Consumer insights
Operational oversight
Supply chain / Distribution and logistics
Merchandising
Strategic Planning and Growth
Finance and Accounting
New business strategy and innovation
Accounting and/or auditing
Strategic acquisitions and integration
Finance and capital structure
Sustainable growth / growth strategies
Internal controls
Technology and Digital Innovation
International Operations
Information technology and systems
Global business operations
Information security; cybersecurity
International markets
E-commerce and digital innovation
Global sourcing
Human Capital Management
Risk Management and Corporate Governance
Succession planning
Risk oversight
Talent development practices
Sustainability / Environmental
Executive compensation
Compliance and regulatory oversight
Managing culture
Corporate governance
Inclusion and diversity
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The chart above excludes our executive nominees.
2022 Proxy Statement
13

Corporate Governance
BOARD SERVICE POLICIES
We believe it is important for our directors to dedicate sufficient time and efforts to our Company and have interests aligned with our shareholders. We have a number of policies relating to Board service in our Corporate Governance Principles and other governance documents, including:
Outside Board Policies. Directors who are CEOs of public companies should not serve on more than one additional public company board besides the company of which they are CEO, and no director should serve on more than three public company boards in addition to the TJX Board (four total). Members of the Audit Committee should not serve on the audit committee of more than two other public companies.
Other Board Policies. When a director’s principal occupation or business association changes during their tenure as a director, the director is required to tender their resignation from the Board, and the Corporate Governance Committee will recommend to the Board any action to be taken on the resignation.
Board and Committee Meeting Attendance. Directors are expected to attend at least 75% of the meetings of the Board and any Committees of which they are a member. In addition, the Board has a general practice of encouraging directors to attend all Committee meetings, regardless of committee membership.
Annual Meeting Attendance. It is our policy that all directors standing for reelection are expected to attend the annual meeting of shareholders. All of our directors standing for reelection at the 2021 Annual Meeting were in attendance.
Stock Ownership. Directors are subject to stock ownership guidelines as detailed in our Corporate Governance Principles.
14
The TJX Companies, Inc.

Corporate Governance
DIRECTOR DIVERSITY
As a global company with hundreds of thousands of Associates, we recognize the importance of diversity to our Company's culture. We look for a Board that represents a diversity of backgrounds and experience, including as to gender and race/ethnicity, and that reflects a range of talents, ages, skills, viewpoints, professional experiences, geographies, and educational backgrounds. The Corporate Governance Committee takes diversity into account among the many factors it considers when evaluating the suitability of individual Board nominees. In our current director slate, 45% of the director nominees are women and 36% self-identify as members of underrepresented groups (race/ethnicity or LGBTQ+), collectively representing 64% of our board. We value the many kinds of diversity represented by our nominees.
Female Nominees
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Nominees from Underrepresented Groups
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Diversity
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5 out of 11 director nominees are women
4 out of 11 director nominees self-identify as a
member of an underrepresented group*
7 out of 11 are women and/or
self-identify as a member of an underrepresented group
TenureIndependence
 
Our Board leadership with these director nominees is
primarily female, including our
Chairman of the Board and 4 out of 5 Committee Chairs
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Our nominees reflect a balanced mix of tenures
9 out of 11 director nominees are independent
IDENTIFYING DIRECTOR CANDIDATES
The Corporate Governance Committee’s process for identifying and evaluating candidates, including candidates recommended by shareholders, involves regularly and actively seeking qualified individuals. Our Committee Chair may consider recommendations from several sources, such as current Board members, management or other Associates, shareholders, and industry contacts; may review lists of potential candidates from third-party sources, such as leaders of finance or other industries and senior executives of public companies; and may engage a third-party search firm to expand the Committee's search and assist in compiling information about possible candidates.
The Corporate Governance Committee has a policy for shareholder recommendations of candidates for director nominees, which is available on our website. Any shareholder may submit, in writing, one candidate for consideration for each shareholder meeting at which directors are to be elected. Shareholders wishing to recommend a candidate must submit the recommendation by a date not later than the 120th calendar day before the first anniversary of the date that we released our proxy statement to shareholders in connection with the previous year’s annual meeting. Recommendations should be sent to the Corporate Secretary of TJX:
Office of the Secretary/Legal Department
The TJX Companies, Inc.
770 Cochituate Road
Framingham, Massachusetts 01701
As described in the policy, a recommendation must provide specified information about the candidate as well as certifications from, and consents and agreements of, the candidate. The Corporate Governance Committee evaluates candidates for the position of director recommended by shareholders in the same manner as candidates from other sources. The Corporate Governance Committee will determine whether to interview any candidates and may seek additional information about candidates from third-party sources.
2022 Proxy Statement
15

Corporate Governance
BOARD AND COMMITTEE EVALUATIONS
The Board believes it is important to have highly engaged directors and that the Board’s skills and experience be aligned with the changing needs of the Company for current and future business environments. Our Corporate Governance Committee oversees the annual performance evaluation of the Board as a whole, our Executive Chairman, our independent Lead Director, and each of our individual directors, as well as the process for annual Committee self-evaluations. These evaluation processes, including format and scope of questions, are reviewed annually by the Corporate Governance Committee.
Currently, this annual evaluation process generally includes:
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Commencing annual Board evaluation of individual directors and of the Board overall with one-on-one interviews or written evaluations, focusing on consideration of Board skills and practices and the future needs of the Board.Reviewing and assessing responses to formal inquiry and each director's observations and feedback on Board effectiveness; determining opportunities for continued development as well as recommendations and opportunities for the Board.
Robust discussion with the Board collectively and with individual directors to consider actionable opportunities and implementation timelines, including suggestions for meeting topics, meeting format, and other administrative topics.
Conducting separate annual self-assessment of each independent Committee, including the Committee Chairman, with the formal process overseen by the Corporate Governance Committee.
BOARD INDEPENDENCE
Under our Corporate Governance Principles, at least two-thirds of the members of our Board should be independent. An independent director is one who the Board has affirmatively determined has no material relationship with TJX (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company). To assist it in making its independence determination, the Board has adopted categorical independence standards in our Corporate Governance Principles that are based on the independence standards required by the New York Stock Exchange (NYSE) for its listed companies. As part of the Board’s annual review of director independence, the Board considers the Corporate Governance Committee’s independence assessment and recommendation. The Board also reviews and considers any transactions or relationships between any director or any member of their immediate family and TJX, in accordance with our Corporate Governance Principles (see Transactions with Related Persons, below). To the extent there are any such relationships or transactions, the Board considers whether they are inconsistent with a determination that the director is independent.
As a result of this review, our Board unanimously determined that each of the following director nominees are independent: Mr. Alvarez, Mr. Bennett, Ms. Berkery, Mr. Ching, Ms. Goodwin, Mr. Hines, Ms. Lane, Ms. Nemerov, and Mr. O’Brien. In addition, the Board determined that Mr. Abdalla, who will not stand for reelection at the Annual Meeting, but who served as a director for all of FY22, is independent. None of these directors had any relationship with TJX that implicated our categorical standards of independence. Ms. Meyrowitz, as Executive Chairman, and Mr. Herrman, as Chief Executive Officer and President, are executive officers of TJX and are therefore not independent.
MAJORITY VOTING FOR ELECTION OF DIRECTORS
Our by-laws provide for the election of directors in an uncontested election by a majority of the shares properly cast at the meeting. Our Corporate Governance Principles require any incumbent nominee for director to provide an irrevocable contingent resignation to the Corporate Secretary of TJX at least 14 days in advance of the distribution date for proxy solicitation materials for the shareholder meeting at which such director is expected to be nominated to stand for election. This resignation would be effective only if (a) the director fails to receive the requisite majority vote in an uncontested election and (b) the Board accepts the resignation. Our Corporate Governance Principles provide procedures for the consideration of this kind of resignation by the Board. Within 90 days of the date of the annual meeting of shareholders, the Board, with the recommendation of the Corporate Governance Committee, will act upon such resignation. In making its decision, the Board will consider the best interests of TJX and its shareholders and will take what it deems to be appropriate action, which may include accepting or rejecting the resignation or taking further measures to address those concerns that were the basis for the underlying shareholder vote.
16
The TJX Companies, Inc.

Corporate Governance
BOARD RESPONSIBILITIES
Our Board of Directors is responsible for overseeing the business and management of the Company. Throughout the year, our Board and Committees discuss operations and corporate strategy, which for FY22 continued to focus on driving profitable sales, increasing market share, developing talent, and championing our TJX culture. Our Board meetings include regular sessions with divisional leaders and executives across key functions including finance, tax, IT, IT security, risk and compliance, human resources, logistics, and marketing, through which the Board remains informed on implementation of operational goals, performance, and of near-, medium- and long-term strategies. At regular meetings, the Board also considers drivers of our business execution along with key challenges and opportunities and considers the effectiveness of our ongoing corporate strategy. The Board has at least one dedicated annual session focused on long-term strategy and future needs of and opportunities for the business.
OVERSIGHT OF STRATEGY AND RISK
Oversight of business strategy and risk is one of the primary roles of our Board. In addition to the business discussions with our Board and Committees described above and updates from management on specific topics such as those noted below, the Board has an annual discussion of the Company's findings from its enterprise risk management program, a global process for considering a broad range of risks to the business, and receives regular updates from our Chief Risk and Compliance Officer. Committee agendas include regular updates from key management functions relevant to that Committee, including, for example, updates to the Audit Committee at least quarterly on IT security and cyber risk and regular updates to the Audit Committee and Finance Committee from our Chief Risk and Compliance Officer. Directors are also generally encouraged to attend meetings of each Board Committee, enhancing the collective understanding of actions taken by and information reported to our Committees.
RISK OVERSIGHT STRUCTURE
THE BOARD
The Board has oversight responsibility for the systems established to report and monitor the most significant risks applicable to TJX. The Board administers its risk oversight role directly and through its Committee structure and the Committees’ regular communications with the full Board. The Board reviews risks including:
strategic, financial, and execution risks and exposures associated with our annual business plan and longer-term plans;
senior management succession planning;
matters that may present material risk to our business, operations, financial position, or cash flows, and, as applicable, significant acquisitions and divestitures; and
matters that may present material risk to our prospects or reputation, including those related to human capital management, supply chain, and environmental sustainability.
BOARD COMMITTEES
The Committees involve the full Board in the monitoring of significant risks as they determine to be appropriate.
The Audit Committee reviews risks associated with financial reporting, accounting, internal controls over financial reporting, ethics and compliance programs, compliance with orders, data security, and cybersecurity, and helps oversee processes to identify material risks, including through our enterprise risk management program.
The Corporate Governance Committee reviews risks related to Board composition, refreshment, and evaluation, CEO evaluations and management succession, potential conflicts of interest and related party transactions, and, with the Board, considers practices, priorities, and policies related to significant issues of corporate responsibility.
The Executive Compensation Committee (ECC) reviews risks related to executive compensation and the design of our compensation programs, plans, and arrangements. This includes the compensation program risk assessment discussed below that covers risks associated with compensation policies and practices for all Associates.
The Finance Committee reviews risks related to financing plans, investment policies, capital structure and liquidity; tax strategies; foreign currency exchange and commodity hedging policies; insurance programs; and investment performance, asset allocation strategies, and funding of our pension and retirement benefit plans.
MANAGEMENT
It is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to TJX, and it is the Board's responsibility to give such risks due consideration and, where appropriate, review and consider or investigate the risks further. Management responsibilities are coordinated through its compliance, internal audit and other functions, which report regularly to the Board and Committees through the Chief Risk and Compliance Officer or other management representatives.
2022 Proxy Statement
17

Corporate Governance
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG)
As part of its oversight role, our Board reviews ESG matters and, directly and through its Committees, considers a wide range of information involving ESG matters, including our corporate responsibility program and specific initiatives. During FY22, the Board received multiple updates in specific areas of focus, including environmental sustainability, inclusion and diversity, and social compliance within our supply chain, in addition to considering information throughout the year relating to COVID-19 health and safety, cybersecurity and IT systems, our ongoing compliance and social compliance programs, risk management policies and insurance, and a range of human capital management topics, as described below. The Board remains informed of these matters through members of management and through outside experts invited to provide further education on the ESG global landscape. The Board also considers ESG issues as part of the framework of our enterprise risk management process, discussed on p. 17.
TJX has a Global Corporate Responsibility Executive Steering Committee to help guide our corporate responsibility strategies and align them with TJX business priorities, facilitate information exchange, and to recommend additional program efforts, including enhanced reporting efforts. This Committee includes senior executives representing functions across the Company, including two executive officers reporting directly to the CEO. These executive officers are positioned to update other members of management and the Board on the ongoing work of the Committee.
CULTURE AND HUMAN CAPITAL MANAGEMENT
Our Board oversees risks and opportunities related to management of our large, global workforce, including through oversight of our management succession planning; consideration of the cultural factors and leadership competencies we use to express our organizational values and our total rewards strategy; review of financial plans and expenditures; and oversight of our enterprise risk management program. Our Board also, directly and through its Committees, receives periodic updates on specific topics such as, in FY22, our health and safety protocols, the continuing impact of the pandemic on our workforce, our inclusion and diversity work, our merchant training program (including TJX University), our compliance program, and our strategies for attracting and retaining talent throughout the organization. Each director has participated in the Company's unconscious bias training. In past years, our Board participated in regularly scheduled store and distribution center tours and site visits to our facilities in different geographies in which we operate, both in the U.S. and abroad, and individually visited our stores in different locations to gain a real time view of our operations, customer service, and culture. See Culture and Human Capital Management on p. 4 above for more information.
MANAGEMENT SUCCESSION PLANNING AND LEADERSHIP DEVELOPMENT
The Board oversees our management succession planning. In addition to regularly scheduled sessions focused on leadership assessment and planning and our inclusion and diversity initiatives, the Board meets with senior leadership in other formal and informal settings that provide visibility into our talent pipeline and broader exposure to the management of the Company. The Board regularly meets with divisional leadership, heads of key operational functions, and other members of Company management at the Company during Board meetings, separately requested meetings with management, and formal and informal group meetings and presentations. We believe it is important to our long-term success that our management continue to focus on talent and leadership development, including training and mentoring, to foster expertise in our distinctive business model and to support our succession planning.
COMPENSATION PROGRAM RISK ASSESSMENT
As part of our regular enterprise risk assessment process overseen by the Board and described above, we review the risks associated with our compensation plans and arrangements. In FY22, the ECC conducted a compensation risk assessment that covered overall compensation policies and practices for TJX’s Associates and determined that they do not give rise to risks that are reasonably likely to have a material adverse effect on TJX. The ECC’s assessment considered what risks could be created or encouraged by our executive and broad-based compensation plans and arrangements worldwide; how those potential risks are monitored, mitigated, and managed; and whether those potential risks are reasonably likely to have a material adverse effect on TJX.
The assessment was led by our Chief Risk and Compliance Officer, whose responsibilities include leadership of our enterprise risk management process, and included consultation with and input from senior executives, the ECC’s independent compensation consultant, and internal and external legal counsel. The assessment considered, among other things, factors intended to mitigate risk at TJX, including:
Board and Committee oversight;
the ECC’s use of an independent compensation consultant;
compensation mix, caps on payouts, and emphasis on performance-based pay;
market checks;
Associate communications and training; and
our clawback policy, hedging and pledging prohibitions, and other company policies, internal controls, and risk management initiatives.
The assessment also considered the balance of potential risks and rewards related to our compensation programs and the role of those programs in implementing our corporate strategy.
18
The TJX Companies, Inc.

Corporate Governance
BOARD LEADERSHIP AND COMMITTEES
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Ernie HerrmanCarol MeyrowitzAlan M. Bennett
CHIEF EXECUTIVE OFFICER AND PRESIDENTEXECUTIVE CHAIRMANLEAD DIRECTOR
Key Responsibilities: Lead complex multi-banner global business; oversee TJX executive functions throughout organization; establish, drive, and assess strategic initiatives and long-term corporate strategy; drive long term profitable growth; champion TJX culture; oversee and support development of senior management team
Key Responsibilities: Serve as Chairman of Board, planning and leading Board meetings; as an active and integral member of senior executive team, provide strategic advice and industry insights and expertise to drive long-term growth
Key Responsibilities: Provide independent Board leadership through management of executive sessions and coordination on Board meeting topics and planning; offer guidance and oversight through regular communications with independent directors, the CEO, the Executive Chairman and other executive leaders
Our Board has separated the role of CEO and Chairman. As the Board prefers to maintain the flexibility to determine the leadership structure that serves the best interests of the Company and our shareholders, we do not have a formal policy on separation of the CEO and Chairman roles. Carol Meyrowitz has served as Chairman of the Board since June 2015 and as Executive Chairman since the beginning of fiscal 2017 when Ernie Herrman succeeded her as Chief Executive Officer. Ms. Meyrowitz has wide-ranging, in-depth knowledge of our business arising from her many years of service to TJX. As Executive Chairman, she has provided, and is expected to continue to provide, effective leadership to the Board and, in her role as an executive officer of the Company, advice and industry expertise and support for management.
As provided in our Corporate Governance Principles, because our current Chairman is not independent, our independent directors have elected an independent Lead Director, Alan M. Bennett, to serve as a liaison between the independent directors, the Executive Chairman, and management. The Board believes that the separate roles of Chairman, Chief Executive Officer, and Lead Director best serve the current needs and are in the best interest of TJX’s business and shareholders.
LEAD DIRECTOR ROLE
The duties of our Lead Director include:
Meeting at least quarterly with our Chief Executive Officer and Executive Chairman;
Meeting with other executives and senior leadership as necessary;
Generally attending regular management business review meetings;
Scheduling meetings and setting agendas for discussions of the independent directors;
Presiding at meeting sessions of the independent directors;
Presiding at meetings of the Board in the absence of the Executive Chairman;
Approving Board meeting schedules and agendas;
Attending the meetings of each Board Committee;
Coordinating with and supporting Committee Chairs, including through additional meetings;
Undertaking other responsibilities designated by the independent directors, or as otherwise considered appropriate.
2022 Proxy Statement
19

Corporate Governance
COMMITTEES OF THE BOARD
The Board of Directors has five standing Committees: Audit, Corporate Governance, Executive Compensation, Finance, and an Executive Committee, each described in more detail below. All members of the Audit, Corporate Governance, Executive Compensation, and Finance Committees are non-employee directors and meet the independence standards adopted by the Board in compliance with NYSE listing standards for that Committee. The Executive Committee includes our Executive Chairman who is not independent. While each Committee has specific, designated responsibilities, each Committee may act on behalf of the entire Board to the extent designated by the respective charter or otherwise by the Board. The Corporate Governance Committee annually reviews and makes recommendations on the composition of our standing Committees.
Each director attended at least 75% of all meetings of the Board and Committees of which they were then members. Our Committees also regularly invite all other Board members to join their meetings and, as necessary, otherwise report on their activities to the entire Board. The full Board met six times in FY22. The table below provides information about current membership and the meetings of the Committees during FY22:
NameAuditCorporate Governance
Executive
Compensation
FinanceExecutive
Zein Abdalla
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José B. Alvarez
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Alan M. Bennett1
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Rosemary T. Berkery
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David T. Ching
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C. Kim Goodwin2
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Ernie Herrman
Michael F. Hines
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Amy B. Lane
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image_10.jpg
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Carol Meyrowitz
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Jackwyn L. Nemerov3
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John F. O'Brien4
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Number of meetings during fiscal 2022
116850
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Committee Chair
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Committee Member
1
Mr. Bennett joined the Finance Committee in June 2021.
2
Ms. Goodwin joined the Finance Committee in September 2021.
3
Ms. Nemerov became Chair of the Corporate Governance Committee in June 2021.
4
Mr. O'Brien joined the Corporate Governance Committee and stopped serving on the Finance Committee in June 2021.
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The TJX Companies, Inc.

Corporate Governance
Audit Committee
Mr. Hines, Chair; Ms. Berkery; Mr. Ching; Ms. Goodwin; and Ms. Lane
The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements and assists the Board in its oversight of the integrity of the Company’s financial statements. The Audit Committee’s responsibilities include, among other things:
reviewing and discussing with management, internal auditors, and the independent registered public accounting firm our quarterly and annual financial statements, including the accounting principles and procedures applied in their preparation and any changes in accounting policies;
monitoring our system of internal financial controls and accounting practices;
overseeing the audit process, including the annual audit;
overseeing our compliance and ethics programs;
overseeing, in conjunction with the Board, our enterprise risk management program;
establishing and maintaining procedures for receipt, retention, and treatment of complaints, including the confidential and anonymous submission of complaints by Associates, regarding accounting, internal accounting controls, or auditing matters;
selecting, retaining, negotiating, and approving the compensation of, overseeing, and if necessary, replacing, the independent registered public accounting firm;
pre-approving all work by the independent registered public accounting firm; and
other matters as the Board considers appropriate.
As part of these responsibilities, in addition to assuring the regular rotation of the lead partner of the independent auditor, as required by law, the Audit Committee, including its Chair, is involved in the selection of, and reviews and evaluates the performance of, the independent auditor, including the lead audit partner, and further considers whether there should be regular rotation of the audit function among firms.
Corporate Governance Committee
Ms. Nemerov, Chair; Mr. Abdalla; Mr. Alvarez; Mr. Ching; and Mr. O'Brien
The Corporate Governance Committee’s responsibilities include, among other things:
recommending director nominees to the Board;
developing, recommending to the Board, and reviewing corporate governance principles;
in concert with the Board, considering practices, priorities, and policies related to significant issues of corporate responsibility, such as political contributions and activities, environmental sustainability, social compliance, and community relationships;
reviewing practices and policies with respect to directors and the structure and frequency of Board meetings;
reviewing the functions, duties, and composition of the Committees of the Board and making recommendations regarding compensation for Board and Committee members;
recommending processes for the annual evaluations of the performance of the Board, each individual director, the Chairman of the Board, the independent Lead Director, and each Committee and its Chair and overseeing the evaluation processes;
establishing performance objectives for the Chief Executive Officer and annually evaluating the performance of the Chief Executive Officer against such objectives; and
overseeing the maintenance and presentation to the Board of management’s plans for succession to senior management positions.
2022 Proxy Statement
21

Corporate Governance
Executive Compensation Committee
Ms. Berkery, Chair; Mr. Alvarez; Mr. Bennett; and Ms. Nemerov
The ECC’s responsibilities include, among other things:
reviewing and approving the structure and philosophy of compensation of the Chief Executive Officer, other executive officers, and senior Associates;
approving the compensation and benefits, including equity awards, bonuses, and other awards and incentives, of our executive officers and other Associates in those categories as are from time to time identified by the ECC;
determining the compensation and benefits of the Chief Executive Officer, including equity awards, bonuses, and other awards and incentives, based on the evaluation by the Corporate Governance Committee of the Chief Executive Officer's performance and such other factors as the ECC deems relevant;
determining the performance goals and performance criteria under our incentive plans;
approving the terms of employment of our executive officers, including employment and other agreements with such officers;
overseeing the administration of our incentive plans and other compensatory plans and funding arrangements; and
reviewing and undertaking other matters that the Board or the ECC deems appropriate, such as compensation risk assessments or the review of our succession plan for the Chief Executive Officer and other executive officers.
Pursuant to its charter, the ECC may delegate its authority to a subcommittee or to such other person that the ECC determines is appropriate and is permitted by applicable law, regulations, and listing standards.
Finance Committee
Ms. Lane, Chair; Mr. Abdalla; Mr. Bennett; Ms. Goodwin; and Mr. Hines
The Finance Committee is responsible for reviewing and making recommendations to the Board relating to our financial activities and condition. The Finance Committee’s responsibilities include, among other things:
reviewing and making recommendations to the Board with respect to our financing plans and strategies; financial condition; capital structure; tax strategies, liabilities, and payments; dividends; stock repurchase programs; and insurance programs;
approving our cash investment policies, foreign exchange risk management policies, commodity hedging policies, capital investment criteria, and agreements for borrowing by us and our subsidiaries from banks and other financial institutions; and
reviewing investment policies as well as the performance and actuarial status of our pension and other retirement benefit plans.
Executive Committee
Ms. Meyrowitz, Chair; Mr. Bennett, Lead Director; and Ms. Lane
The Executive Committee meets at such times as it determines to be appropriate and has the authority to act for the Board on specified matters during the intervals between meetings of the Board.
More details about each Committee can be found in their respective charters, each of which are available on TJX.com.
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The TJX Companies, Inc.

Corporate Governance
GOVERNANCE AND ETHICS POLICIES AND PRACTICES
Our Corporate Governance Principles, Global Code of Conduct, Code of Ethics for TJX Executives, Director Code of Business Conduct and Ethics, and charters for our Audit, Corporate Governance, Executive, Executive Compensation, and Finance Committees are available on our website, TJX.com, in the Investors section under Governance: Governance Documents. Please refer to TJX.com for further details regarding the charters for the committees described above.
CORPORATE GOVERNANCE PRINCIPLES
Our Corporate Governance Principles provide expectations and guidelines for our Board, such as duties and expectation of service, including commitment of time, qualifications for independence, evaluation of performance, framework for meetings, Committee structure, stock ownership guidelines, and other elements of our Board governance. Our Corporate Governance Committee reviews the Corporate Governance Principles on an annual basis.
GLOBAL CODE OF CONDUCT
We have a Global Code of Conduct that sets out our expectations for how Associates conduct business, including their interactions with each other, our customers, and our communities. We expect Associates to operate with honesty and integrity and treat others with dignity and respect. Our Global Code of Conduct prohibits harassment, discrimination, and retaliation and addresses professional conduct, including employment policies, ethical business dealings, conflicts of interest, confidentiality, intellectual property rights, and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. Our directors are also subject to this Global Code of Conduct. We have a TJX helpline to allow Associates to voice any concerns. We also have procedures for Associates and other stakeholders to report complaints regarding accounting and auditing matters, which are available on TJX.com.
CODE OF ETHICS FOR TJX EXECUTIVES AND DIRECTOR CODE OF BUSINESS CONDUCT AND ETHICS
We have a Director Code of Business Conduct and Ethics that is designed to promote honest and ethical conduct; compliance with applicable laws, rules, and regulations; and the avoidance of conflicts of interest for our Board members. We also have a Code of Ethics for TJX Executives governing our Executive Chairman, Chief Executive Officer and President, Chief Financial Officer, and other senior operating, financial, and legal executives. The Code of Ethics for TJX Executives is designed to ensure integrity in our financial reports and public disclosures. We intend to disclose any future amendments to, or waivers from, the Code of Ethics for TJX Executives and the Director Code of Business Conduct and Ethics, as required, within four business days of the waiver or amendment through a posting on our website or by filing a Current Report on Form 8-K with the Securities and Exchange Commission, or SEC.
STOCK OWNERSHIP GUIDELINES FOR DIRECTORS
Our Corporate Governance Principles provide that a non-employee director is expected to attain stock ownership with a fair market value equal to at least five times the annual retainer paid to the director within five years of initial election to the Board. As described further in the CD&A, we also have stock ownership guidelines that apply to our executive officers. As of April 8, 2022, all of our directors and executive officers were in compliance with our ownership guidelines.
HEDGING AND PLEDGING PROHIBITIONS
TJX policy prohibits our directors and executive officers from engaging in hedging or pledging transactions (including holding shares in margin accounts) with respect to TJX stock. Certain other designated Associates, including those eligible to receive awards under the Company’s Stock Incentive Plan, are subject to the same prohibitions.
2022 Proxy Statement
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Corporate Governance
TRANSACTIONS WITH RELATED PERSONS
Under its charter, the Corporate Governance Committee is responsible for overseeing, reviewing, and approving any transaction in which, in addition to TJX, any of our directors, director nominees, executive officers (or their immediate family members), or any greater than 5% shareholders (or their immediate family members) is a participant and has a direct or indirect material interest, as provided under SEC rules. In the course of reviewing potential related person transactions, the Corporate Governance Committee considers the nature of the related person’s interest in the transaction; the presence of standard prices, rates, or charges or terms otherwise consistent with arms-length dealings with unrelated third parties; the materiality of the transaction to each party; the reasons for TJX entering into the transaction with the related person; the potential effect of the transaction on the status of a director as an independent, outside, or disinterested director or committee member; and any other factors the Corporate Governance Committee may deem relevant. Our Corporate Secretary’s office is primarily responsible for the implementation of processes and procedures for screening potential transactions and providing information to the Corporate Governance Committee. During FY22, TJX employed a child of Ms. Meyrowitz, a child of Mr. Canestrari, and the spouse of a sibling and a child of Mr. Sherr. These Associates received compensation for FY22 and the beginning of FY23 valued at approximately $188,800, $157,546, $244,212, and $138,788, respectively, consistent with other Associates at their levels and responsibilities. They also participated in Company benefit plans, consistent with similarly situated Associates. As described below in the Stock Ownership section, The Vanguard Group, Inc. reported that it was the beneficial owner of more than 5% of TJX’s outstanding common stock. TJX expects to pay The Vanguard Group, Inc. and its affiliates approximately $2,919,206 for services primarily provided during FY22 and estimated for the first quarter of FY23 in connection with TJX’s retirement savings plans (including recordkeeping, trustee, and related services). Our Corporate Governance Committee discussed and approved these transactions, consistent with our review process described above.
COMMUNICATING WITH OUR BOARD
We are interested in hearing from our shareholders and communicate regularly with shareholders throughout the year. Security holders and other interested parties may communicate directly with our Board, the non-management directors or the independent directors as a group, the Lead Director, or any other specified individual director or directors.
To contact us, address your correspondence to the individual or group you would like to reach and send it to us, c/o the Corporate Secretary, who will forward these communications to the appropriate group or individual:
Office of the Secretary/Legal Department
The TJX Companies, Inc.
770 Cochituate Road
Framingham, Massachusetts 01701
Shareholders and others can communicate complaints regarding accounting, internal accounting controls, or auditing matters by writing to the Audit Committee, c/o Corporate Internal Audit Director, The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701.
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The TJX Companies, Inc.


PROPOSAL 2:
RATIFICATION OF AUDITOR
The Audit Committee of our Board of Directors has appointed PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the fiscal year ending January 28, 2023. PwC has been retained as TJX’s independent registered public accounting firm since 1962. We are asking shareholders to ratify PwC’s appointment. A representative of PwC is expected to attend the Annual Meeting and will have the opportunity to make a statement if they wish to do so. The representative will also be available to answer questions from shareholders submitted in advance per the instructions detailed on p. 83. The members of the Audit Committee and Board believe that the continued retention of PwC to serve as the Company’s independent external auditor is in the best interests of the Company and its shareholders.
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The Board of Directors unanimously recommends that you vote FOR Proposal 2.
AUDITOR FEES
The aggregate fees for professional services rendered by PwC for fiscal 2022 and fiscal 2021 were:
(In thousands)Fiscal 2022Fiscal 2021
Audit$8,808$8,827
Audit-Related 648 538
Tax 915 977
All Other 296 295
Total$10,667$10,637
Audit fees were for professional services rendered for the audits of TJX’s consolidated financial statements and internal controls over financial reporting, statutory and subsidiary audits, review of TJX’s quarterly consolidated financial statements, and consultations concerning financial accounting and reporting standards. For Fiscal 2021, the fees also include review of registration statements and comfort letter procedures related to debt issuances.
Audit-related fees were for TJX foundations audits, internal controls assessment and employee benefit plan audits.
Tax fees were for services related to tax compliance, planning and advice, including assistance with tax audits and appeals, tax structuring, transfer pricing, and requests for rulings and technical advice from tax authorities.
All other fees were primarily for services related to our environmental sustainability program, benefit claims audit, and a quality assessment of the Company’s treasury function. Fiscal 2021 other fees were primarily for services related to a quality assessment of the Company's internal audit function.
The Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of PwC. The Audit Committee pre-approves all audit services and all permitted non-audit services by PwC, including engagement fees and terms. The Audit Committee has delegated the authority to take such action between meetings to the Audit Committee chair, who reports the decisions made to the full Audit Committee at its next scheduled meeting.
PRE-APPROVAL POLICIES
Our policies prohibit TJX from engaging PwC to provide any services relating to bookkeeping or other services related to accounting records or financial statements, financial information system design and implementation, appraisal or valuation services, fairness opinions or contribution-in-kind reports, actuarial services, internal audit outsourcing, any management function, legal services or expert services not related to audit, broker-dealer, investment adviser, or investment banking services, or human resource consulting. In addition, the Audit Committee evaluates whether TJX’s use of PwC for permitted non-audit services is compatible with maintaining PwC’s independence. The Audit Committee concluded that PwC’s provision of non-audit services, which were approved in advance, was compatible with their independence.
2022 Proxy Statement
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Proposal 2: Ratification Of Auditor
AUDIT COMMITTEE REPORT
The Audit Committee operates in accordance with a written charter adopted by the Board and reviewed annually by the Committee. We are responsible for overseeing the quality and integrity of TJX’s accounting, auditing and financial reporting practices. The Audit Committee is composed solely of members who are independent, as defined by the NYSE and TJX’s Corporate Governance Principles. Further, the Board has determined that two of our members (Mr. Hines and Ms. Lane) are audit committee financial experts as defined by the rules of the SEC.
We met 11 times during fiscal 2022, including 4 meetings held with TJX’s Chief Financial Officer, Corporate Controller, Corporate Internal Audit Director and PricewaterhouseCoopers LLP, or PwC, TJX’s independent registered public accounting firm, prior to the public release of TJX’s quarterly and annual earnings announcements in order to discuss the financial information contained in the announcements. Management has the responsibility for the preparation of TJX’s financial statements, and PwC has the responsibility for the audit of those statements.
We took numerous actions to discharge our oversight responsibility with respect to the audit process. We reviewed and discussed the audited financial statements of TJX as of and for fiscal 2022 with management and PwC. We received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the independent accountant’s communications with the audit committee concerning independence and the potential effects of any disclosed relationships on PwC’s independence and discussed with PwC its independence. We discussed with management, the internal auditors, and PwC TJX’s internal control over financial reporting and management’s assessment of the effectiveness of internal control over financial reporting and the internal audit function’s organization, responsibilities, budget, and staffing. We reviewed with both PwC and our internal auditors their audit plans, audit scope, and audit results.
We reviewed and discussed with PwC communications required by the Standards of the PCAOB (United States), as described in PCAOB Auditing Standard 1301, “Communication with Audit Committees,” and, with and without management present, discussed and reviewed the results of PwC’s examination of TJX’s financial statements. We also discussed the results of the internal audit examinations with and without management present.
Based on these reviews and discussions with management and PwC, we recommended to the Board that TJX’s audited financial statements be included in its Annual Report on Form 10-K for fiscal 2022 for filing with the SEC. We also have selected PwC as the independent registered public accounting firm for fiscal 2023, subject to ratification by TJX’s shareholders.
Audit Committee
Michael F. Hines, Chair
Rosemary T. Berkery
David T. Ching
C. Kim Goodwin
Amy B. Lane
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The TJX Companies, Inc.


PROPOSAL 3:
APPROVAL OF STOCK INCENTIVE PLAN (2022 RESTATEMENT)
The Board of Directors believes that equity incentives are important in motivating the performance of our key Associates. We use stock options, restricted stock units (RSUs), performance share units (PSUs), and other stock-based awards as part of our overall compensation programs to align the interests of our key Associates and directors with those of our shareholders and to assist us in attracting and retaining highly-qualified Associates and directors. We have granted these equity-based awards under the Company’s Stock Incentive Plan (SIP), which was most recently restated in 2013, with a term that is scheduled to end in 2023. In March 2022, the Board and ECC approved an amended and restated Stock Incentive Plan, subject to shareholder approval. We are now seeking shareholder approval of the SIP (2022 Restatement), which includes an increase to the number of shares available for awards under the SIP and extension of the term of the SIP. The SIP (2022 Restatement) will not become effective unless it is approved by shareholders.
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The Board of Directors unanimously recommends that you vote FOR Proposal 3 to approve the Stock Incentive Plan (2022 Restatement)
The Board of Directors believes that the SIP promotes the interests of shareholders consistent with principles of good corporate governance. In particular:
Independent Committee. The SIP will continue to be administered by the ECC and its authorized delegates. The ECC is composed entirely of independent directors who meet the NYSE and the Company’s standards for independence.
Limits on Awards. The SIP limits the number of stock options, stock appreciation rights (SARs) or performance awards that may be granted to any participant in a three-year period, and also provides an annual limit on the compensation payable to non-employee directors for their services as directors.
Fungible Share Design. Shares issued as restricted stock or in connection with other “full value” awards count against the number of shares available under the SIP at a higher rate than shares underlying stock options and SARs.
No Discounted Stock Options or SARs. All stock option and SAR awards must have an exercise or strike price that is not less than the closing price of a share of common stock on the date the award is granted.
No Repricing. The SIP prohibits any repricing requiring shareholder approval under applicable NYSE rules and any amendment providing for the payment or provision of other consideration upon the termination or cancellation of any underwater stock option or SAR, unless approved by shareholders.
Payment of Dividends. The SIP expressly prohibits the payment of dividends or dividend equivalents on unvested awards.
Vesting Requirements. The SIP generally limits the number of new “full value” awards with a scheduled vesting period of less than three years.
Background Information
The following table includes information regarding awards outstanding under the SIP and shares available for future awards under the SIP as of January 29, 2022 as well as the proposed increase in shares issuable under the SIP:
Number of shares
As a percentage of TJX common
 stock outstanding as of 1/29/2022
 (1,181,188,731 shares )
Outstanding stock options(1)
40,232,5433.4 %
Outstanding RSUs, PSUs (at target), and deferred stock awards3,325,2930.3 %
Total shares subject to outstanding awards as of 1/29/2022 (A)43,557,8363.7 %
Total shares available for future awards as of 1/29/2022 (B)28,320,9842.4 %
Proposed additional shares available for future awards (C)27,000,0002.3 %
Total of (A), (B) and (C) above
98,878,8208.4 %
(1)    As of January 29, 2022, the weighted average exercise price and weighted average remaining term to expiration of stock options outstanding under the SIP were $47.11 and 6.05 years, respectively.
2022 Proxy Statement
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Proposal 3: Approval of Stock Incentive Plan
For purposes of determining shares available under the SIP, each share subject to a stock option or SAR will count as 1 share and each share subject to any other award will count as 1.13 shares. Other share-counting provisions, including adjustments to the numbers of shares available under the SIP upon forfeitures of awards, are described below under “Shares Available.” Because the SIP does not specify the mix of stock options and SARs, on one hand, and full-value awards, on the other, it is not possible to determine the amount of subsequent dilution that may ultimately result from such awards. Between January 30, 2022 and April 8, 2022, the ECC granted additional SIP awards that reduced the total number shares available for future awards by 1,052,774 after giving effect to the fungible counting ratio described above.
Reasons for Seeking Shareholder Approval
All of our equity awards are made under the SIP. If the 2022 Restatement of the SIP is not approved by shareholders, the term of the SIP will end on June 11, 2023. The Board believes the SIP is a critical part of our compensation program. The SIP (2022 Restatement), including the extension of the term of the SIP and the increase in the number of shares available for issuance under it, will allow us to continue to use this plan in the future as well as afford additional flexibility to attract and retain directors, executives, and other associates with equity incentives. Our three-year average burn rate with respect to awards granted under the SIP for the past three fiscal years was 0.57%. In FY20, FY21 and FY22, we made equity awards under the SIP totaling approximately 7.2 million shares, 7.2 million shares, and 6.2 million shares, respectively. In approving the proposed share increase of 27,000,000 additional shares, the ECC considered historical grant rates and advice from Pearl Meyer, its independent compensation consultant. On April 8, 2022, the closing price of TJX’s common stock as reported on the New York Stock Exchange was $61.56.
If shareholders do not approve this proposal, we may continue to make awards under the SIP as currently in effect through June 11, 2023, but the SIP (2022 Restatement), including the extension of the term of the SIP and the increase in shares available under the SIP, will not take effect. We believe that the terms of the SIP (2022 Restatement), including its share pool, are reasonable, appropriate, and in the best interests of our shareholders.
Key Changes in the SIP
The SIP (2022 Restatement) is effective as of January 30, 2022, subject to shareholder approval, and makes the following changes, as described in more detail below under “Summary of the SIP”:
Increases the shares available for issuance under the SIP by 27,000,000 shares.
Extends the term of the SIP to June 7, 2032, the tenth anniversary of this year's annual meeting of shareholders.
Provides that, subject to shareholder approval, the aggregate value of awards granted to each non-employee director under the SIP, together with the value of cash retainers and all other compensation paid to the non-employee director, for his or her services as a director in any fiscal year, may not exceed $800,000.
Provides the ECC with discretion to determine treatment of awards upon a change of control and eliminates the default single-trigger vesting of awards upon a change of control.
Removes certain provisions relating to Section 162(m) of the Internal Revenue Code (Section 162(m)) that are no longer applicable following elimination of the performance-based compensation exception to Section 162(m)’s limitation on deductibility by the Tax Cuts and Jobs Act of 2017.
Makes other administrative changes.
Summary of the SIP
The following summary of the SIP (2022 Restatement) is qualified in its entirety by reference to the SIP (2022 Restatement), which is included as Appendix B to this proxy statement. The SIP permits the granting of a variety of stock and stock-based awards. The SIP is presently administered by the ECC and its authorized delegates.
Eligibility. Employees of TJX or its subsidiaries selected by the ECC are eligible to participate in the SIP. Non-employee directors of TJX are also eligible to participate in the SIP, including the annual deferred stock awards described below. As of April 8, 2022, we estimate that approximately 6,800 employees, including our executive officers, and ten non-employee directors would be eligible to participate in the SIP.
Duration of Awards and Term of Plan. The SIP limits the maximum term of awards to ten years. If the SIP (2022 Restatement) is approved, the date after which no additional awards could be made under the plan would be June 7, 2032.
Shares Available. If the SIP (2022 Restatement) is approved, the total number of shares of stock available to be issued under the SIP will be 98,878,820 shares, including 43,557,836 shares subject to outstanding awards as of January 29, 2022, plus 28,320,984 shares available for future awards as of January 29, 2022, plus 27,000,000 additional shares available for future awards. In determining the number of shares available under the SIP, shares issued under the SIP will include only the number of shares actually issued and will not include shares subject to an award to the extent the award is forfeited, expires, or is satisfied without any common stock being issued. However, unissued shares resulting from the net settlement in stock of a stock option or SAR, and shares retained by or delivered to TJX to satisfy any purchase or exercise price or the payment of withholding taxes in connection with a stock option or SAR, will be treated as issued. As described above, each share subject to a stock option or SAR will count as 1 share and each share subject to any other award will count as 1.13 shares. To the extent a “full value” award outstanding as of January 30, 2022 (including any PSU, RSU or deferred stock award outstanding as of such date, but not including stock options) is
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The TJX Companies, Inc.

Proposal 3: Approval of Stock Incentive Plan
forfeited, the number of shares available under the SIP will be increased on the same basis. A purchase of shares by TJX on the open market with the proceeds of a stock option exercise will not increase the shares available to be issued under the SIP.
Award Limits. The following limits apply to awards under the SIP:
The number of shares subject to each of stock options, SARs or performance awards granted to any participant in any three-year period may not exceed 32 million for each such category of award.
The number of shares issuable upon the exercise of incentive stock options (ISOs) is limited to the total number of shares available for awards under the SIP. Although the SIP permits us to grant ISOs, we have not previously done so and do not currently anticipate changing that practice.
An aggregate limit of 5 million shares applies to awards granted on or after January 30, 2022, other than stock options and SARs, with a scheduled vesting date less than three years from the date of grant. This limit does not apply to awards scheduled to vest no more rapidly than in one-third installments over three years, performance awards with a performance period of at least one year, or awards granted in connection with a participant’s commencement of employment. This limit also does not apply to the annual deferred stock awards to non-employee directors, which are subject to separate limits described below.
Director Limits. In addition to the award limits described above, if the SIP (2022 Restatement) is approved, the aggregate value of awards granted under the SIP to each non-employee director, together with all cash retainers and other compensation paid to the non-employee director, for his or her services as a director for any fiscal year, may not exceed $800,000, with the value of any awards under the SIP calculated based on their grant date fair value and assuming maximum payout (if applicable). This limit, however, will not apply to any compensation granted or paid to a non-employee director for his or her services other than as a non-employee director, including, without limitation, as a consultant or advisor to TJX or a subsidiary. For FY23, the total target value of deferred stock awards that each non-employee director is eligible to receive as of the 2022 annual meeting of shareholders will be $185,000.
Stock Options. The ECC may grant ISOs and non-qualified stock options (NSOs). Persons who are not employees of TJX or a subsidiary are not eligible to receive grants of ISOs. The ECC may provide that upon exercise of an option the participant will receive shares free from restrictions or instead will receive shares subject to restrictions, as described below. The ECC determines the exercise price of each option, but the exercise price may not be less than 100% of the closing price of TJX’s common stock on the date of the grant of the option (or the immediately preceding date on which a closing price was reported if there is no closing price on the date of the grant). No term of an award shall provide for automatic “reload” grants of additional awards upon the exercise of a stock option.
The ECC determines the term of each option, which may not exceed ten years from the date of grant, and the time or times each option may be exercised. The ECC may accelerate the exercisability of options at any time. Unless the ECC prescribes different terms, the following terms will apply: unvested options generally terminate on termination of employment, and vested options generally may be exercised for three months (or such other period as may be specified under the terms of the option) following termination of employment or until the earlier term of the options. Termination of an option holder’s employment by reason of death or disability results in accelerated vesting of a prorated portion of any option granted more than three months prior to the date of termination, and options generally remain exercisable during the five year period following termination by reason of death or disability or until the earlier term of the options. Options held by persons employed with TJX for at least five years who are age 65 or older at termination of employment generally remain exercisable during the five year period following retirement or other termination of employment without cause or until the earlier term of the options. Options held by persons employed with TJX for at least 20 years who are age 60 or older at termination of employment or by persons employed by TJX for at least 10 years who are age 65 or older at termination of employment generally continue to vest for three years following retirement or other termination of employment without cause on the same basis as if such persons were still employed, and, once vested, remain exercisable during the five year period following termination of employment or until the earlier term of the options. Upon death during the last year of any post-retirement or post-disability exercise periods, in general, the exercise period of the option is extended to one year following death or until the earlier term of the option. If a person’s employment terminates or is terminated for circumstances constituting cause, his or her options cease to be exercisable.
A holder of an option granted under the SIP must pay the full exercise price and any taxes required to be withheld in accordance with and subject to such procedures as the ECC may establish, which, to the extent authorized by the ECC, may include the withholding or delivery of shares of unrestricted common stock, including shares that would otherwise be delivered under the option. In addition, unless the ECC provides otherwise and subject to such limitations as the ECC may prescribe, the holder of an in-the-money stock option that remains unexercised on the date of expiration will be deemed to have requested a payment of the spread in settlement of his or her option, which payment shall be made in the form of shares of stock.
Stock Appreciation Rights or SARs. The SIP authorizes the grant of SARs, either alone or in tandem with options. A SAR gives the holder the right upon exercise to receive cash or stock, as the ECC determines, based on appreciation in the value of the stock over the fair market value of the stock at the time of grant or, if granted in tandem with an option, over the exercise price of the option. No term of an award shall provide for automatic “reload” grants of additional awards upon the exercise of a SAR.
Other Stock-Based Awards. The SIP authorizes the ECC to award shares of restricted stock, which are non-transferable shares of common stock subject to restrictions, and unrestricted stock, unrestricted stock units, RSUs, PSUs, stock deliverable on a deferred basis, and other awards of, or based on the value of, common stock. RSUs, PSUs and deferred stock awards are unfunded and unsecured promises, denominated in shares, to deliver shares or cash measured by the value of shares in the future, subject to the satisfaction of any specified vesting conditions. The ECC may accelerate the vesting of restricted stock or other stock-based
2022 Proxy Statement
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Proposal 3: Approval of Stock Incentive Plan
awards at any time. Except as provided in the award and taking into account any accelerated vesting upon termination, if the employment of a participant holding shares of restricted stock is terminated for any reason (including death) prior to the lapse or waiver of the restrictions on his or her restricted stock, we may repurchase the shares for the price paid for the shares, if any, or require the participant to forfeit the shares. Except as provided in the award and taking into account any accelerated vesting upon termination, an unvested RSU, PSU, or other stock-based award will terminate if the employment of a participant holding the award is terminated for any reason (including death). A recipient of any of these awards, including a restricted stock award, will have the rights of a shareholder only as to shares (including restricted shares) actually delivered under the award.
Non-Employee Director Awards. The SIP provides for annual deferred stock awards, which are unfunded and unsecured promises to deliver shares of stock at a future date, to non-employee directors. If the SIP (2022 Restatement) is approved, on the date of each annual shareholder meeting each non-employee director who is elected a director at such meeting will be awarded two deferred stock awards under the SIP, each having a value determined by the Board of Directors, subject to the non-employee director compensation limit described above. In the event that a non-employee director is first elected a director on a date other than TJX’s annual shareholder meeting, the two awards are made on that date and are prorated based on the number of days remaining until the next scheduled annual meeting. The first of the deferred stock awards vests immediately and, unless otherwise determined by the ECC, is payable with accumulated dividends in stock at the earlier of separation from service as a director or a change of control. The second award vests based on service as a director until the annual meeting next following the award and, unless otherwise determined by the ECC, is payable with accumulated dividends in stock upon vesting, or if earlier and if provided pursuant to the terms of the award, upon a change of control (in either event, unless an irrevocable advance election is made to defer delivery until the same time as the first award). If a non-employee director separates from service as a director prior to vesting in the second award, that award will be forfeited. The ECC may prescribe rules that permit the redeferral of any deferred stock awards for non-employee directors. As described above in “Director Compensation,” our recent practice has been to limit SIP awards to non-employee directors to these annual deferred stock awards.
Performance Awards. The ECC may grant PSUs or other non-transferable performance awards that may be denominated in cash, shares of TJX’s common stock or a combination of cash and shares. The ECC determines the conditions to which the performance awards are subject, such as the achievement of specified performance goals over a period of time; these conditions apply both to the performance award and the right to any dividend or dividend equivalents under that award.
Dividends and Deferrals. The right to payment of dividends paid on SIP awards other than stock options and SARs, and amounts equal to dividends which would have been paid if shares subject to such an award had been outstanding, are treated as unvested so long as the related awards remain unvested. As discussed above under “Performance Awards” the right to dividends and dividend equivalents on performance awards is subject to additional conditions. Any dividend and dividend equivalent amounts related to SIP awards other than stock options and SARs are accumulated and paid to participants only following the date such awards vest. Subject to adjustments described below, no dividends or dividend equivalents are payable with respect to stock options or SARs. The ECC may permit participants to make elections to defer the receipt of benefits under the SIP.
Transfer and Other Restrictions. In general, stock options are non-transferable except at death; if permitted by the ECC, NSOs may be transferred on a gratuitous (i.e., not for value) basis before death. In addition to these restrictions on the transfer of stock options, except as may otherwise be determined by the ECC or otherwise specifically permitted by the SIP, participants are not permitted to sell, assign, transfer (except at death), pledge or otherwise encumber or dispose of any awards granted under the SIP. In addition, awards are subject to any applicable prohibitions under TJX’s policy regarding pledging, hedging, or derivative transactions, including the use of awards as collateral for a loan or in a margin account.
Adjustments. The ECC is required to make appropriate adjustments in connection with outstanding awards to reflect stock dividends, stock splits and similar events and extraordinary dividends, distributions, or restructurings. The number of shares available under the SIP and award limits are similarly subject to adjustment. In the event of a merger, liquidation, or similar event, the ECC in its discretion may provide for conversions, replacements or adjustments or may accelerate or, upon payment or other consideration for the vested portion of any awards as the ECC deems equitable in the circumstances, terminate such awards (subject to the provisions described under “Change of Control” below). TJX may grant awards under the SIP to convert, replace, or adjust outstanding equity awards held by employees of another corporation who become TJX employees as a result of a merger or consolidation of the employing corporation with TJX or a TJX subsidiary. Shares that may be delivered pursuant to substitute awards would be in addition to the limit on the total number of shares issuable under the SIP and other award limits described above.
Amendment and Termination. The Board of Directors or the ECC may at any time amend or discontinue the SIP and the ECC may at any time amend or cancel awards for the purpose of satisfying changes in law or for any other lawful purpose. However, no such action may materially adversely affect any rights under outstanding awards without the holder’s consent. The SIP requires shareholder approval for:
amendments that would reduce the exercise price of an outstanding stock option or otherwise constitute a repricing requiring shareholder approval under applicable NYSE rules (or the rules of any successor exchange),
amendments that would provide for a participant to receive payment or other consideration upon the termination or cancellation of a stock option or SAR if the exercise price is greater than the fair market value of the underlying stock on the date of the termination or cancellation, and
other amendments to the extent required by applicable law (including the Internal Revenue Code) or stock exchange listing standards.
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The TJX Companies, Inc.

Proposal 3: Approval of Stock Incentive Plan
In addition, the Board of Directors or the ECC may at any time adopt such modifications, procedures, subplans, and forms of award as it determines to be necessary or desirable to comply with the laws or regulatory requirements of foreign countries or to facilitate administration of the SIP with respect to participants in foreign countries, consistent with the objectives of the SIP. We currently maintain a U.K. subplan for the purpose of granting options under a tax-favored share scheme in the U.K.
Change of Control. In the event of a change of control, the ECC may, with respect to outstanding awards, provide for (in each case, on such terms and subject to such conditions as it deems appropriate):
The assumption, substitution, or continuation of some or all awards (or any portion thereof) by the acquirer or surviving entity;
The acceleration of exercisability or delivery of shares in respect of any award, in full or in part; and
The cash payment in respect of some or all awards (or any portion thereof) equal to the difference between the value of the shares subject to the award and its exercise or base price, if any.
Except as the ECC may otherwise determine, each award will automatically terminate or be forfeited immediately upon the consummation of the change of control, other than awards that are substituted for, assumed, or that continue following the change of control.
In addition, at any time prior to or after a change of control, the ECC may accelerate awards and waive conditions and restrictions on any awards to the extent it may determine to be appropriate.
A change of control is defined in the SIP and generally consists of the following: (i) a change of control required to be reported under the Securities Exchange Act of 1934, as amended; (ii) the acquisition of 20% or more of our common stock followed by a change in a majority of our board of directors; (iii) a proxy solicitation or solicitations followed by a change in a majority of our board of directors; and (iv) the execution of certain agreements of acquisition, merger or consolidation followed by consummation of the transactions contemplated by such agreement.
Forfeiture and Recoupment. Awards under the plan will be subject to the terms of our clawback policy for executive officers, any compensation recovery or recoupment policy that may be adopted by TJX and that is applicable to a plan participant, and any forfeiture or recoupment provisions under the terms of such awards.
Certain U.S. Federal Income Tax Consequences
The following is a summary of some of the general federal income tax consequences associated with the issuance and receipt of certain awards under the SIP under current federal tax laws. The summary does not address tax rates or non-U.S., state or local tax consequences, nor does it address employment-tax or other federal tax consequences except as noted.
Stock Options (other than ISOs). Historically, all stock options granted under the SIP have been “nonstatutory stock options” or NSOs. In general, the recipient of an NSO has no taxable income at the time of grant but realizes income in connection with the exercise of the option in an amount equal to the excess (at time of exercise) of the value of the shares acquired upon exercise over the exercise price. A corresponding deduction is generally available to TJX, subject to limitations under the Internal Revenue Code. Upon a subsequent sale or exchange of the shares, any recognized gain or loss is treated as a capital gain or loss for which TJX is not entitled to a deduction. If TJX were to grant ISOs different tax consequences would apply.
SARs. The grant of a SAR does not itself result in taxable income, nor does taxable income result merely because a SAR becomes exercisable. In general, a participant who exercises a SAR for shares of stock or receives payment in cancellation of a SAR has ordinary income equal to the amount of any cash and the value of any stock received and a corresponding deduction will generally be available to TJX, subject to limitations under the Internal Revenue Code.
Deferred Stock Awards/RSUs. The grant of a deferred stock or restricted stock unit award does not itself result in taxable income. When the participant acquires the underlying shares of stock, unless the shares are restricted, he or she will have ordinary income equal to the value of the shares at that time and a corresponding deduction will generally be available to TJX, subject to limitations under the Internal Revenue Code. If the shares delivered are subject to a substantial risk of forfeiture, the participant will instead be subject at that time to the rules described below for restricted stock.
Restricted Stock. A participant who is awarded or purchases shares subject to a substantial risk of forfeiture generally does not have income until the risk of forfeiture lapses. When the risk of forfeiture lapses, the participant has ordinary income equal to the excess of the value of the shares at that time over the purchase price, if any, and a corresponding deduction is generally available to TJX, subject to limitations under the Internal Revenue Code. However, a participant may make an election under Section 83(b) of the Code to be taxed on restricted stock at the time it is acquired rather than later, when the substantial risk of forfeiture lapses. A participant who makes an effective 83(b) election will realize ordinary income equal to the value of the shares as of the time of acquisition less any price paid for the shares. A corresponding deduction will generally be available to TJX, subject to limitations under the Internal Revenue Code. Fair market value for this purpose is determined without regard to the forfeiture restrictions. If a participant makes an effective 83(b) election, no additional income results by reason of the lapsing of the restrictions.
For purposes of determining capital gain or loss on a sale of shares awarded under the SIP, the holding period in the shares begins when the participant realizes taxable income with respect to the transfer. The participant’s tax basis in the shares equals the amount paid for the shares plus any income realized with respect to the transfer. However, if a participant makes an effective 83(b) election and later forfeits the shares, the tax loss realized as a result of the forfeiture is limited to the excess of what the participant paid for the shares (if anything) over the amount (if any) realized in connection with the forfeiture.
2022 Proxy Statement
31

Proposal 3: Approval of Stock Incentive Plan
Section 409A. Section 409A imposes an additional 20% income tax, plus, in some cases, interest, on nonqualified deferred compensation that does not comply with deferral, payment-timing and other formal and operational requirements specified in Section 409A and related regulations and that is not exempt from those requirements. Stock options and SARs granted under the SIP are intended to be exempt from Section 409A, and the ECC may prescribe terms for other awards that are consistent with the requirements of, or an exemption from, Section 409A.
Certain Change of Control Payments. Under the Internal Revenue Code, the vesting or accelerated exercisability of options or the vesting and payments of other awards in connection with a change of control of a corporation may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the change in control, in excess of certain limits. If these limits are exceeded, a substantial portion of amounts payable to the participant, including income recognized by reason of the grant, vesting, or exercise of awards, may be subject to an additional 20% federal tax and may be non-deductible to TJX.
SIP Benefits
The ECC has full discretion to determine the number and amount of awards to be granted to employees under the SIP, subject to the limits described above under “Award Limits” and other terms of the SIP. Therefore, the future benefits or amounts that would be received by the executive officers and the groups named in the table below under the SIP are not determinable at this time. The following table shows the awards that were made to such executive officers and groups under the SIP during FY22.
Name and PositionRSUs, PSUs (at target) and
Deferred Stock Awards
(# of Shares)
Stock Options
(# of Shares)
Ernie Herrman
   Chief Executive Officer and President
147,000 — 
Scott Goldenberg
   SEVP, Chief Financial Officer
54,632 — 
Carol Meyrowitz
   Executive Chairman
76,302 — 
Richard Sherr
   SEVP, Group President
55,304 — 
Kenneth Canestrari
   SEVP, Group President
42,058 — 
All current executive officers as a group
411,922 — 
All non-executive directors as a group
25,856 — 
All employees, including all current officers who are not executive officers
407,665 5,323,460 
32
The TJX Companies, Inc.


PROPOSAL 4:
SAY-ON-PAY
The Compensation Discussion and Analysis (CD&A), compensation tables, and narrative discussion beginning on p. 34 of this proxy statement describe the objectives and design of our executive compensation program and provide context for the compensation earned by or granted to the Company’s named executive officers (NEOs) for fiscal 2022.
The Board of Directors, as required pursuant to Section 14A of the Exchange Act, is asking shareholders to cast a non-binding, advisory vote indicating their approval of that compensation by voting FOR approval of, on an advisory basis, the compensation paid to the NEOs, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the CD&A, compensation tables, and narrative discussion.
As described in the CD&A below, our core compensation objectives continued to be: to incentivize and reward performance and sustain our position of strength in a competitive and changing retail environment; support teamwork, management stability, and succession planning, which are longstanding, key components of our leadership strategy; foster alignment with shareholder interests; and drive the long-term success of our business. We encourage you to review the CD&A.
The Board is asking shareholders to support this proposal. Although the vote we are asking you to cast is non-binding, the ECC and the Board value the views of our shareholders. As in past years, the Board and ECC will consider the outcome of this vote when determining future compensation arrangements for our NEOs.
pg5_iconxproposalcheck.jpg
The Board of Directors unanimously recommends that you vote FOR Proposal 4 to approve, on an advisory basis, executive compensation.
2022 Proxy Statement
33


COMPENSATION DISCUSSION AND ANALYSIS
Our Compensation Discussion and Analysis (CD&A) describes our executive compensation program, the processes followed by our Executive Compensation Committee (ECC) in determining executive compensation, and the FY22 compensation for our Named Executive Officers (NEOs) for FY22: Ernie Herrman, Chief Executive Officer and President; Scott Goldenberg, Senior Executive Vice President, Chief Financial Officer; Carol Meyrowitz, Executive Chairman; Richard Sherr, Senior Executive Vice President, Group President; and Kenneth Canestrari, Senior Executive Vice President, Group President.
INTRODUCTION
TJX is the leading off-price retailer of apparel and home fashions in the U.S. and worldwide, with a long track record of strong financial performance. Our distinctive, off-price business model is at the core of our success and differentiates TJX from traditional retailers. Each of our NEOs has more than 27 years of experience at TJX and has an in-depth understanding of our flexible business model and growth strategy. Having a highly engaged senior leadership team with the ability to successfully execute our off-price business in dynamic retail environments has been critical to our strong performance over many years. To support the execution of our business model and our long-term success, we remain highly focused on developing and retaining talent within TJX and maintaining robust succession planning practices.
Our core compensation objectives
    
Incentivizing and rewarding performance and sustaining our position of strength in a competitive and changing retail environment
Supporting teamwork, management stability, and succession planning, which are longstanding, key components of our leadership strategy
Fostering alignment with shareholder interests and driving the long-term success of our business
Where we are today
For FY22 we returned to more of our traditional compensation practices, including three-year performance share unit (PSU) awards, after adopting a number of temporary compensation approaches during FY21 following the onset of the pandemic.
In 2021, 91% of votes cast by our shareholders were in favor of our say-on-pay proposal, which we believe represents strong support for our program, including the careful use of discretion by the ECC in navigating the challenges presented by the pandemic.
Performance and pay in FY22
FY22 was a strong year for TJX, despite the ongoing impact of the pandemic on our sales and expenses. We surpassed net sales of $48 billion, and we had pre-tax profit of $4.4 billion and adjusted pre-tax profit of $4.6 billion.* We also returned $3.4 billion to shareholders through our share repurchase and dividend programs, a Company record.
Our strong performance resulted in above-target payouts for FY22 annual incentives and payouts of FY20-22 long-term incentives that reflected the limited and balanced use of discretion by the ECC.











* See Appendix A of this proxy statement for notes on adjusted pre-tax profit.
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The TJX Companies, Inc.

Compensation Discussion and Analysis
HIGHLIGHTS: OUR FY22 EXECUTIVE COMPENSATION PROGRAM
FY22 INCENTIVE STRUCTURE
After adopting a number of temporary compensation approaches to maintain focus and stability during the onset of the pandemic and the challenging business environment of FY21, we returned to more of our traditional compensation practices for FY22 that emphasize achievement of financial performance results, as highlighted in the following table and discussed further below:
FY21 approachFY22 approach
Annual
incentive
structure
Framework based on key business priorities during the pandemic (human capital, operational recovery, and financial management)
Reintroduced an objective financial performance goal as a primary metric while continuing the key business priorities framework as a secondary measure
Limited to a maximum payout of 100% of target (compared to 200% in prior years)
Returned to a maximum payout of 200% of target


Long-term
incentives
granted
Equity incentives granted in the form of restricted stock units (RSUs); no PSUs granted for FY21-23
Equity incentives granted as a mix of FY22-24 PSUs and three-year RSUs
Long-term cash (LRPIP) opportunities for FY21-23 with financial performance goals for the final two years (FY22-23) of the three-year cycle
LRPIP opportunities with three-year financial performance goals for the FY22-24 cycle

Adjusted the mix of equity and cash by temporarily increasing the target level of LRPIP opportunities, in the absence of PSUs for the FY21-23 cycle
Re-balanced the mix to reintroduce PSUs and increase the emphasis on equity incentives while maintaining the same total target long-term incentive value as FY21 and FY20
FY22 TARGET TOTAL COMPENSATION PAY MIX
Our executive compensation program continues to emphasize long-term incentives, as shown in the charts below, and a majority of FY22 target incentives (annual and long-term) was tied to financial performance goals. As discussed below, while target Management Incentive Plan (MIP) opportunities increased for most of our NEOs for FY22, all NEO base salaries for FY22 and the target total value of our NEOs’ FY22 long-term incentives did not increase as compared to FY21 or FY20.
FY22 CEO Target CompensationFY22 Other NEO Target Compensation
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piechart_fy22otherneotrgtca.jpg
Target total compensation includes annual base salary, target annual and long-term cash incentives (MIP and LRPIP) and the grant date fair value of PSUs and RSUs. The elements of our program are discussed further on the following pages.
FY22 PERFORMANCE GOALS
Our incentive plan goals are intended to align with our long-term business strategy. Our FY22 program reflects a mix of objective financial performance measures that seek to balance growth, profitability, and returns, and also reflects our continued focus on key business priorities during the pandemic, as summarized below and discussed further on the following pages:
Pre-Tax Income Core metric for our cash incentive plans and key driver for our business
Key Business Priorities During the Pandemic Secondary, strategic component of our One TJX annual incentive plan
Earnings Per Share (EPS) Growth Primary long-term measure reinforcing profitable growth and corporate results
Return on Invested Capital (ROIC) Long-term modifier reinforcing attention to capital investments and generating returns
2022 Proxy Statement
35

Compensation Discussion and Analysis
KEY ECC CONSIDERATIONS FOR FY22
The ECC follows a thoughtful and deliberate approach in overseeing executive compensation and making compensation decisions throughout the year, as discussed further on the following pages. For FY22, the ECC was advised by Pearl Meyer & Partners, LLC (Pearl Meyer), an independent compensation consultant that has been engaged by and reports directly to the ECC.
FOCUS ON ALIGNMENT WITH OUR BROADER ORGANIZATION
The ECC considers executive compensation matters in the context of our broader global organization and has remained highly focused on how the pandemic has continued to affect our Associates, customers and shareholders. For example, the ECC supported a One TJX approach for FY22 annual incentives, with all eligible Associates, including store management, measured against global TJX performance goals, rather than our historical divisional or store-based performance goals. The One TJX approach was applied to all of our divisions and geographies, even as the pandemic affected different areas of our business at different times, which reflects our longstanding team-oriented culture. As part of its oversight responsibilities, the Board continued to monitor our health and safety protocols during the pandemic and the ECC considered many of our broad-based initiatives, including our strategies for attracting and retaining talent throughout the organization, global well-being initiatives, broad-based target award increases and an expansion of eligibility under our annual incentive program, and discretionary bonuses paid to the vast majority of our Associates, including those paid quarterly in our stores and distribution centers, that recognize the significant contributions of our workforce.
SHAREHOLDER FEEDBACK AND SUPPORT
The ECC values feedback from our shareholders and considers shareholder perspectives throughout the year. During FY21, we reached out to several of our largest shareholders to better understand their perspectives on compensation actions taken and contemplated by the ECC in response to the COVID-19 pandemic. The feedback from our outreach, including perspectives on limited discretionary adjustments to long-term incentives as discussed in our 2021 proxy statement, informed the ECC’s compensation decisions for FY21 and FY22. We continued to engage with our shareholders on executive compensation matters during FY22, and we believe our shareholders strongly support our executive compensation program, consistent with the results of our say-on-pay vote, where we received 91% support in 2021 and 93% support in each of 2019 and 2020.
BALANCED APPROACH TO NAVIGATING THE PANDEMIC
Although we have returned to more of our traditional incentive compensation practices, as described above, the challenges brought by the COVID-19 pandemic have continued to inform the ECC’s compensation decisions for FY22, including:
the continuation of the key business priorities framework, which focuses on our response to the pandemic in the areas of human capital (health and safety), operational recovery, and financial management, as a secondary component of our FY22 MIP program (subject to a maximum payout limit);
the consideration and approval of discrete adjustments for certain temporary items related to the pandemic that were not part of our operating performance plans for FY22 MIP, FY20-22 PSUs, and FY20-22 LRPIP, as discussed below; and
the limited use of discretion in approving below-target payouts for our FY20-22 LRPIP program, based on a performance-based proration approach that includes no payment (0%) for the FY21 portion of the cycle, reflecting the impact of the pandemic and consistent with the approach to FY19-21 LRPIP payouts discussed in our 2021 proxy statement. As noted above, we received 91% support from our shareholders for our 2021 say-on-pay proposal.
The ECC, which has strongly supported TJX management’s strategic response to the pandemic, determined that each of these decisions was prudent and appropriately limited in order to more effectively align pay with performance results consistent with our core compensation objectives. More information about our incentive plans can be found below starting on p. 37.
Our practices for FY22, highlighted below, reflect the ECC’s continued focus on strong and effective governance.
 WHAT WE DO
 WHAT WE DON'T DO
graphic_bulletcheck.jpg  Pay for performance, with incentive payouts based on the achievement of performance results (financial and strategic)
graphic_bulletcheck.jpg  Stock ownership guidelines for our executive officers and non-employee directors 
graphic_bulletcheck.jpg  Clawback policy and post-employment noncompetition and other covenants applicable to our executive officers
graphic_bulletcheck.jpg  Robust and deliberate decision-making process
graphic_bulletcheck.jpg  Independent compensation consultant
graphic_bulletcheck.jpg  Compensation program design informed by shareholder feedback 
graphic_bulletcross.jpg  No change of control excise tax gross-ups
graphic_bulletcross.jpg  No single-trigger severance benefits upon a change of control
graphic_bulletcross.jpg  No automatic full acceleration of equity awards upon a change of control
graphic_bulletcross.jpg  No hedging or pledging of Company stock by our executive officers
graphic_bulletcross.jpg  No payout of dividends on unearned stock awards
graphic_bulletcross.jpg  No repricing or exchange of underwater stock options without shareholder approval
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The TJX Companies, Inc.

Compensation Discussion and Analysis
FY22 REVIEW
Our FY22 results, highlighted below, reflect the Company’s strong execution of our business plan and growth strategies, despite significant pressures related to freight, wage, and incremental investments to expand our distribution capacity, as well as the ongoing impact of the pandemic. In this challenging environment, we were proud to surpass $48 billion in sales and achieve a 15% overall open-only comp store sales increase over FY20, our last completed fiscal year prior to the emergence of the pandemic. We also grew our store base globally while we maintained focus on the health and safety of our Associates and customers and driving profitable sales, reinvesting in the business, managing expenses, and returning value to shareholders.
FINANCIAL RESULTS
NET SALES
$48.5B
16% increase over FY20
51% increase over FY21
OPEN-ONLY
COMP STORE SALES*
15% increase overall
over FY20
 17% increase in the U.S.
over FY20
EARNINGS PER SHARE
OPERATING CASH FLOW
$3.1B
Ended year with
$6.2 billion in cash
$2.70
Diluted EPS
$2.85
Adjusted Diluted EPS*
SHAREHOLDER VALUE CREATION
13.1%
TOTAL SHAREHOLDER RETURN
for FY22
$3.4B
RETURNED TO SHAREHOLDERS
and in early FY23 approved 13%
 increase in dividend payable in Q1
$84.3B
MARKET CAP AT FY22 YEAR END
compared to $77.1B at FY21 year end
BUSINESS / STRATEGIC HIGHLIGHTS
Added 117 net new stores
and remodeled over 300
stores in our global store base
4,689 total stores
in 9 countries
at FY22 year end
Continued to invest in
distribution capacity to
support growth plans
Launched online shopping
on homegoods.com, our
fifth e-commerce site

Earnings Per ShareAnnual Sales Growth RateTotal Shareholder Return Growth Rate

image_018.jpg
image_1.jpg
image_2.jpg
 
*    See Appendix A of this proxy statement for notes on open-only comp store sales and reconciliations for adjusted diluted EPS.





2022 Proxy Statement
37

Compensation Discussion and Analysis
FY22 INCENTIVE PLAN PERFORMANCE
Our business performance in FY22 led to the following results under our performance-based incentive plans, as summarized below and discussed further on the following pages:
FY22 Annual incentive payout
196.79% (MIP)
Based on achievement of above-target MIP Incentive Pre-Tax Income performance for FY22 as well as Company performance with respect to key business priorities during the pandemic
FY20-22 Long-term
incentive payouts
131.51% (PSUs)
Based on achievement of above-target Incentive EPS growth and Incentive ROIC for FY20-22
77.49% (LRPIP)
Based on LRPIP Incentive Pre-Tax income, using a performance-based proration approach that took into account the achievement of above-target performance for FY20 and FY22 and a payout of 0% for FY21
CEO TOTAL DIRECT COMPENSATION
The chart below shows the total direct compensation of our CEO for FY22, including cash incentive payouts, compared to FY20 and FY21. The increase in total direct compensation from FY21 to FY22 is primarily attributable to an increase in cash incentives earned for FY22, driven in large part by strong annual performance results for FY22, and the return to prior target levels for equity incentives granted during FY22.
stackedbarchart_ceototaldi.jpg
Total direct compensation for each fiscal year consists of base salary, earned cash incentives (MIP and LRPIP with performance periods ending in the fiscal year), and the grant date fair value of equity incentives (PSUs and/or RSUs, as applicable) granted during the fiscal year. Total direct compensation does not include other amounts reported in the Summary Compensation Table, such as change in pension values, amounts listed under All Other Compensation, or accounting values attributable to the modification of previously-granted stock awards, described below. Totals above may not foot due to rounding.
FY22 Reporting of Stock Award Values in the Summary Compensation Table: Under SEC rules, the values we report in the Stock Awards column of the Summary Compensation Table for FY22 include not only the grant date fair value of new equity awards granted during FY22 but also the incremental fair value related to PSUs granted prior to FY22 that were modified during FY22, in each case as determined in accordance with applicable accounting standards under ASC Topic 718. This results in additional amounts being reportable in the Summary Compensation Table for FY22. Supplemental information about these amounts is included with the compensation tables below. As additional context:
The additional values reportable for FY22 primarily relate to the performance-based payout of FY19-21 PSU awards that was approved by the ECC on a discretionary basis following the close of FY21 and discussed in our 2021 proxy statement. We received 91% support from our shareholders for our 2021 say-on-pay proposal.
The grant date fair value for each modified PSU award was previously reported in the Stock Award column of the Summary Compensation Table for the fiscal year of grant (FY19 or FY20, as applicable). The additional incremental accounting values reportable for FY22 reflect our stock price on the modification date, which had increased (61% and 29%, as applicable) since the date of grant, and accumulated dividend equivalent payments since the date of grant.
The additional values reportable for FY22 did not affect target total compensation for our CEO or other NEOs, and the target total value of FY22 long-term (equity and cash) incentives for all our NEOs did not increase as compared to FY21 or FY20, as discussed on p. 35 above.
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The TJX Companies, Inc.

Compensation Discussion and Analysis
FY22 EXECUTIVE COMPENSATION PROGRAM
Our FY22 executive compensation program consisted of base salary and annual and long-term incentives as summarized below.
graphic_basesalary.jpg
 Salary
Provide a base level of compensation to reflect individual roles and responsibilities, experience, performance, and value in the marketplace
graphic_annualcashincentiv.jpg
Management Incentive
Plan (MIP)
Incentivize performance based on our annual financial goals and key business priorities during the pandemic
Encourage engagement, teamwork, and collaboration as One TJX
graphic_long-termincentives.jpg
Equity:
Performance Share Units (PSUs) and
Restricted Stock Units (RSUs)
Align executive interests with shareholders
Incentivize performance to reach or exceed our longer-term financial goals
Support longer-term retention objectives
Cash:
Long Range Performance
Incentive Plan (LRPIP)
Incentivize performance to reach or exceed our longer-term financial goals
Foster teamwork and collaboration across divisions
Support longer-term retention objectives
Our FY22 program also includes health and welfare, deferred compensation, and retirement benefits, as well as limited perquisites. See Other Compensation Practices and Considerations starting on p. 50.
PERFORMANCE METRICS AND KEY PRIORITIES
Our incentive plan key priorities and performance metrics are intended to align with our longer-term business strategy. Our FY22 program reflects a mix of objective financial performance measures that seek to balance growth, profitability and returns, consistent with the feedback we heard from our shareholder outreach in recent years, and our continued focus on key priorities during the ongoing pandemic.
Performance MeasureWhy It’s IncludedHow It’s Used
Pre-Tax Income
Reflects profitability across all divisions, including both top-line performance and effective management of expenses
Highly relevant to our business, well understood, and part of broad-based incentive program for all TJX management
Primary metric in our annual MIP program
Multi-year cumulative metric in our long-term cash program (LRPIP)
Key Business
Priorities during
the Pandemic
Drive our focus on global business priorities during the pandemic (human capital, operational recovery, and financial management) using a more strategic framework instead of formulaic results
Secondary measure in our annual MIP program, subject to a maximum payout limit1
EPS Growth
Maintains focus on profitable growth and reinforces attention to corporate results
Important measure internally and externally
Primary metric in our PSU program
Excludes the impact of certain unplanned items, such as unbudgeted buybacks and unanticipated changes in corporate tax rates
ROIC
Reinforces attention to capital investments and generating appropriate returns
Secondary measure in our PSU program
Used as downward-only modifier
1For FY22 MIP, the potential payout percentage based on key priorities is capped at the greater of 100% or the percentage payout level of pre-tax income achieved in order to maintain an overall emphasis on profitability.
2022 Proxy Statement
39

Compensation Discussion and Analysis
INCENTIVE PLAN GOAL SETTING
Each year, the ECC establishes goals for our incentive plans that are tied to our strategic planning process and derived from annual and multi-year business plans that are reviewed with and overseen by our Board. The ECC sets objective business performance targets and the amounts payable at different levels of performance under each of our incentive plans. At the time the goals are established, the ECC considers a variety of qualitative and quantitative factors, including:
estimated long-term trends in sales, comparable store sales, profitability, and earnings;
maturity of our various businesses;
strategic investments to support our growth;
external factors (such as market competition, currency volatility, and wage and other cost pressures);
balance of business risks, performance, and rewards;
historical performance against targets and relative to peers and the market; and
degree of difficulty in achieving various levels of performance.
At the time the goals are established, the ECC believes that the targets for our MIP, LRPIP and PSU incentive programs are challenging but reasonably achievable and that the payout formulas reflect an appropriate degree of pay-for-performance sensitivity, taking into account the factors described above. In establishing performance goals for periods starting in FY22, the ECC also considered our pre-pandemic financial goals and results, the significant negative impact of the COVID-19 pandemic on our global retail operations during FY21, and the ongoing impact and continued uncertainty of the pandemic on our business operations during FY22, including hundreds of temporary store closures at the time the goals were established in March 2021 and repeated temporary store closures and re-openings during FY22 in our international businesses.
As part of the goal-setting process, at the time the goals are established, the ECC also establishes definitions of the applicable financial metrics (including planned exchange rates for foreign currency translation and, in the case of Incentive EPS goals, planned share counts, which reflect the impact of anticipated buybacks, and planned corporate tax rates) and contingent automatic adjustments (including items such as unplanned changes in accounting standards, acquisitions, or dispositions) that would apply during the performance period.
The ECC uses these definitions and adjustments to better align our incentive plans with how we evaluate our business operations and trends and, in some cases, to allow certain strategic decisions to be made in the long-term interests of TJX without influencing or being influenced by incentive plan results. The effect of these items on our incentive plan results is discussed in our proxy statement after the end of the performance period.
Adjustments for Temporary Items Related to the COVID-19 Pandemic: At the time the goals were established for FY22 MIP and other performance awards with performance periods starting in FY22, the ECC established exclusions from applicable financial performance targets and results for certain items associated with the COVID-19 pandemic that were expected to be temporary. This included items such as net costs attributable to temporary staffing changes and Associate pay initiatives during the pandemic; benefits associated with temporary government subsidies during the pandemic; and expenses associated with temporary health and safety supplies and protocols. These exclusions were intended to remove the positive or negative impact of these temporary items, compared to plan, that were expected to change based on the duration and scope of the pandemic. For FY22 MIP, this adjustment was taken into account in establishing the financial performance target, and incentive payouts under our MIP would have been higher without such adjustment as actual net costs for the temporary items were less than originally planned for FY22.
During FY22, the ECC also extended the exclusion for temporary items related to the COVID-19 pandemic, which were not part of our FY20-22 performance goals originally established in April 2019, to apply to performance results under FY20-22 PSUs and FY20-22 LRPIP, consistent with the exclusions pre-established by the ECC for our FY22 MIP. In the case of PSUs, the modification of performance goals during FY22 resulted in additional amounts being reportable in the Summary Compensation table for FY22 under SEC rules. For more information, refer to p. 38 above and p. 53 below.
We use the terms Incentive Pre-Tax Income, Incentive EPS and Incentive ROIC to refer to the applicable measures used for purposes of our incentive compensation programs that reflect the definitions and adjustments discussed above, as computed for each year or cycle. For performance periods ending in FY22, additional information about our incentive plan measures is included in Appendix A to this proxy statement.
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The TJX Companies, Inc.

Compensation Discussion and Analysis
BASE SALARY
Base salaries provide competitive, fixed compensation to attract and retain our executives and to reflect individual responsibilities, performance, experience, and value in the marketplace. Base salaries are typically reviewed on an annual basis in connection with individual performance evaluations and may be reviewed in connection with new employment agreements, new positions, or other organizational changes. Salary reviews are based on various factors, including an assessment of individual performance and responsibilities, our prior year performance, contractual obligations, and overall competitiveness of compensation. For each of our NEOs, base salary did not increase for FY22 as compared to FY21 (which included temporary salary reductions) or FY20.
Base Salaries at FY22 Year-End
Ernie Herrman$1,600,000 
Scott Goldenberg$976,000 
Carol Meyrowitz$1,040,000 
Richard Sherr$1,120,000 
Kenneth Canestrari$900,000 
For Mr. Herrman, in connection with the extension of his employment agreement in January 2022, base salary was increased effective at the start of FY23 as discussed on p. 51.
ANNUAL CASH INCENTIVES: MANAGEMENT INCENTIVE PLAN (MIP)
The objective of annual cash incentive awards under our MIP is to motivate the performance of our NEOs and other key Associates based on annual performance goals established by the ECC while also encouraging engagement and collaboration.
KEY FEATURES OF FY22 MIP
Broad-based program that extends throughout our global organization, emphasizing team-based execution of our business strategies, with performance results reviewed and approved by the ECC
All divisions and participants, including store management, measured collectively as One TJX against corporate-level performance goals, rather than our historical divisional or store-based performance goals
200% maximum payout limit applied to all awards
PERFORMANCE GOALS AND RESULTS FOR FY22 MIP
For FY22 MIP, the ECC determined that a combination of adjusted annual pre-tax income and global key business priorities during the pandemic would be appropriate and effective performance goals:
MIP Incentive Pre-tax Income was the primary metric under our FY22 incentive plan (weighted at 60%) and was considered to be an effective measure to motivate, focus, and reward operational performance across the Company. At the start of FY22, the ECC established the MIP Incentive Pre-Tax Income goals shown below, including the performance target, threshold (the level of performance at or below which no payout would be earned), and maximum (the level at or above which the award payout would be the maximum under the award terms). The ECC approved a payout formula for FY22 MIP that reflected the uncertain business environment at the time the goals were established, and, compared to FY20 and prior years, included a wider, flatter range of potential outcomes between payout levels, including a higher level of achievement required for a maximum payout.
Global MIP key priorities were the secondary measure under our FY22 incentive plan (weighted at 40%) and, similar to FY21, focused on human capital, operational recovery, and financial management during the pandemic. The use of these strategic goals for a portion of FY22 MIP was intended to allow the ECC to incorporate a more holistic evaluation of performance for FY22, based on Company performance with respect to these key priorities and allowing the ECC to take into account other factors it deemed relevant, such as our core compensation objectives, financial performance results, and the perspectives of our various stakeholders. The ECC established an additional limit that capped the payout percentage based on key priorities at the percentage payout level of MIP Incentive Pre-tax Income achieved for any payouts above target. This was intended to maintain an overall emphasis on profitability and ensure that above-target payouts would be supported by objective financial performance results.
2022 Proxy Statement
41

Compensation Discussion and Analysis
After the end of FY22, the ECC evaluated the Company’s performance against the MIP performance goals, as summarized below:
FY22 MIP Performance Goals and Results
FY22 MIP Incentive Pre-Tax Income(1)
ThresholdTargetMaximumActual
Performance goal$2,831,487$4,247,231$5,662,974$5,617,471 
Percentage of target67%100%133%132%
Payout (as a % of target)0%100%200%
196.79%
(1)MIP Incentive Pre-Tax Income goals and results for FY22 reflected the definitions and automatic adjustments pre-established by the ECC in March 2021. Refer to Appendix A for information about how MIP Incentive Pre-tax Income was determined based on total segment profit reported in our Annual Report on Form 10-K for FY22.
FY22 MIP Key Priorities and Performance Results:
Highlights: human capital (health and safety), operational recovery, and financial management during the pandemic
Sustained our focus on health and safety protocols for Associates and customers through the evolving pandemic; continued to receive positive customer response to health and safety measures in our stores, as shown by customer survey data through the end of 2021, with strong comfort/safety and overall satisfaction scores for all of our global divisions and strong ranking compared to other retailers in the U.S.
Successfully managed retail operations through numerous pandemic-related restrictions, including temporary store closures at our international divisions and other shopping restrictions; managed supply chain challenges to successfully flow goods to our distribution centers and stores to support the very strong sales demand; leveraged flexible buying and store formats to maintain inventory despite supply chain challenges and delays; implemented plan to strategically adjust retail pricing in response to competitive market dynamics and to help offset growing expense headwinds; strengthened many vendor relationships and added thousands of new vendors
Implemented multiple talent strategies, including pay and well-being initiatives across our global locations, to attract, engage and retain Associates throughout the organization and continue to develop our talent pipeline in a challenging retail environment; paid discretionary bonuses to the vast majority of our Associates, including appreciation bonuses for store and distribution center Associates for each quarter of FY22, in recognition of their extraordinary service; continued to expand our inclusion and diversity work, focusing on increasing diverse talent, better equipping our leaders to support all Associates regardless of differences, and integrating more inclusive behaviors and practices
Generated sales of $48.5 billion ($6.8 billion increase over FY20), despite the ongoing pandemic impact; open-only comp store sales of 15% overall and 17% in the U.S. (in each case over FY20) significantly exceeded the Company’s plans; strong sales performance in both home and apparel
Reduced outstanding debt by $2.75 billion dollars in FY22; significantly increased investment spending (distribution capacity, 117 net new stores, over 300 remodels, and approximately 50 relocations); generated $3.1 billion of operating cash flow in FY22 and ended FY22 with $6.2 billion of cash
Returned $3.4 billion to shareholders in FY22 through quarterly dividends and our reinstated share repurchase program, a Company record
After the close of FY22 and its review of the performance results described above, the ECC approved a payout of 196.79% of the target MIP award opportunities for our NEOs and other participants. The ECC took into account the strong execution by the Company in the key priority areas across all divisions and determined to approve a final total payout based on the level of MIP Incentive Pre-Tax Income achieved for FY22, consistent with the annual incentive plan design that was intended to support any above-target payouts with objective financial performance results.
AWARD OPPORTUNITIES AND PAYOUTS FOR FY22 MIP
Each MIP award has a target award opportunity, expressed as a percentage of the individual’s base salary earned during the fiscal year. The ECC initially approved these individual award opportunities for FY22 at the same level as FY21 based on a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, individual responsibilities, and contractual obligations. During FY22, to improve the competitive positioning of target annual award opportunities as compared to our peers after considering additional analysis by Pearl Meyer based on available data from the 2021 proxy season, and taking into account that MIP target awards (as a percentage of base salary) for our NEOs had not increased since FY17, the ECC approved MIP target increases effective for all of FY22 for each of our NEOs (other than Ms. Meyrowitz). The FY22 MIP award earned by each NEO was determined by applying the MIP payout percentage of 196.79% to the individual’s target award opportunity, as shown below.
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The TJX Companies, Inc.

Compensation Discussion and Analysis
FY22 MIP Opportunities and Payouts
Target
(as a % of Base Salary)
Target(1)
(as a $ amount)
Actual
Amount Earned
Ernie Herrman200%$3,200,002 $6,297,284 
Scott Goldenberg90%$878,401 $1,728,605 
Carol Meyrowitz150%$1,560,000 $3,069,924 
Richard Sherr90%$1,008,002 $1,983,647 
Kenneth Canestrari80%$720,000 $1,416,889 
(1)Target amount based on actual salary earned during FY22.
LONG-TERM INCENTIVES
A key objective of our long-term incentive program is to support the continuity and stability of our leadership team. We use a mix of long-term vehicles to incentivize and retain our executives, foster teamwork and collaboration across divisions, drive execution of our longer-term business goals, and align the interests of our executives with the interests of our shareholders.
Long-term incentives comprised 70% of FY22 target total compensation for our CEO and 68% of FY22 target total compensation for our other NEOs, as shown above;
For all NEOs, 57% of the target total long-term incentive value (PSUs and LRPIP) was tied to objective financial performance metrics, as shown above; and
For all NEOs, the total target grant value of FY22 long-term incentives did not increase as compared to FY21 or FY20.
LONG-TERM EQUITY INCENTIVES
KEY FEATURES OF FY22 EQUITY GRANTS
All equity awards are subject to individual award limits under our Stock Incentive Plan (SIP)
No one-time equity grants were made to our NEOs
All equity grants are “double-trigger” (no automatic full acceleration upon a change of control)
All FY22 PSU grants have three-year performance goals
All FY22 RSU grants are not scheduled to vest in full until FY25
Equity awards under our SIP are generally granted at our regularly scheduled ECC meetings, held at approximately the same times each year.
FY22 PERFORMANCE SHARE UNITS (PSUs) AND RESTRICTED STOCK UNITS (RSUs)
FY22 PSUs: PSUs granted to our NEOs in FY22 will be earned based on the achievement of FY22-24 Incentive EPS growth goals measured at the end of the three-year performance cycle. The PSUs will also be subject to a downward Incentive ROIC modifier if the Company does not achieve its ROIC goals for the three-year period. These goals were established using the process described above under Incentive Plan Goal-Setting.
Step 1Step 2
Level of Incentive EPS
Performance
(1)
Payout as a
Percentage of Target
(2)
Incentive ROIC
Performance Modifier
Below Threshold
<75% of target
0%Below Target Range:
Reduce by 20%
Threshold
75% of target
25%
Target
100%
100%At or Above Target Range:
No Modification
Maximum
133%
200%
(1)Performance level expressed as a percent of target Incentive EPS at the end of the FY22-24 performance period.
(2)Before Incentive ROIC modifier. Payout levels based on Incentive EPS performance will reflect the payout formula established for performance between threshold and target or between target and maximum, as applicable.
2022 Proxy Statement
43

Compensation Discussion and Analysis
The Incentive EPS growth target goal for FY22-24 is aligned with our long range business plan and reflects meaningful growth over the three-year period. The threshold level reflects the minimum level of growth during the three-year period for any payout, and the maximum level is intended to be a significant stretch goal for the period. The Incentive ROIC modifier is intended to ensure that a full payout based on EPS results would be made only if we also generate meaningful capital returns over the three-year period. Consistent with our past disclosure practice, we plan to provide additional detail about the FY22-24 performance goals once the cycle is complete.
FY22 RSUs: RSUs granted to our NEOs during FY22 are scheduled to vest in full during FY25 (April 2024). For NEOs who have satisfied age and service requirements for a special service retirement under the SIP, RSUs are eligible for partial vesting based on the completed portion of the service period, as discussed under Potential Payments upon Termination or Change of Control. RSUs are intended to maintain an appropriate degree of stability and retention within our executive compensation program and support our management continuity and succession planning, which is a longstanding, key component of our leadership strategy.
FY22 PSUs and RSUs
Number of PSUs
at Target
Number of RSUsTotal Grant Date
Fair Value*
Ernie Herrman73,50073,500$9,632,910
Scott Goldenberg27,31627,316$3,580,034
Carol Meyrowitz38,15138,151$5,000,070
Richard Sherr27,65227,652$3,624,072
Kenneth Canestrari21,02921,029$2,756,060
*Reflects the aggregate grant date fair value of March 2021 PSU and RSU awards as determined for financial reporting purposes. Stock awards are valued based on the closing price of our common stock on the NYSE on the grant date ($65.53). The underlying valuation assumptions for equity awards are further discussed in Note H to our audited financial statements filed with our Annual Report on Form 10-K for FY22.
PREVIOUSLY GRANTED PERFORMANCE SHARE UNITS (PSUs)
Each of our NEOs held PSUs granted during FY20 that were eligible to vest based on the achievement of FY20-22 performance criteria.
Performance goals and results for FY20-22 PSUs: The FY20-22 PSU performance goals were established by the ECC in April 2019, using the process described above under Incentive Plan Goal-Setting, and included:
an Incentive EPS compound annual growth rate (CAGR) performance target, which was aligned with our long range business plan at the time the goal was established and reflected meaningful growth over the three-year performance period; a threshold level, intended to be the minimum level of Incentive EPS growth during the period for any payout; a maximum level, intended to be a significant stretch Incentive EPS goal for the period; and
an Incentive ROIC modifier, intended to ensure that a full payout based on Incentive EPS results would be made only if we also generated meaningful capital returns over the three-year performance period.
During FY22, the ECC approved an adjustment of FY20-22 PSU performance goals to exclude certain temporary pandemic-related items that were not built into the operating plan at the time the PSUs were granted, as discussed above on p. 40, consistent with the adjustment pre-established by the ECC for FY22 annual incentives. For the FY20-22 PSU cycle, the ECC did not apply the proration approach it adopted for other long-term incentive programs (such as FY20-22 LRPIP, discussed below) because, compared to other performance goals, the onset of the pandemic and our FY21 performance results did not as significantly and disproportionately impact the FY20-22 PSU performance goals, which were primarily based on a three-year CAGR target through FY22.
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The TJX Companies, Inc.

Compensation Discussion and Analysis
After the end of FY22, PSU performance results for this cycle were approved by the ECC as follows.
FY20-22 PSU Performance Goals and Results
FY20-22 Incentive EPS(1)
ThresholdTargetMaximumActual
Performance goal$2.51
$2.88
= 6.1% CAGR over
FY19 baseline of $2.41
$3.75
$3.14
= 9.2% CAGR over
FY19 baseline of $2.41
Percentage of target87%100%130%
109%
Payout (as a % of target)25%100%200%
131.51%
F20-22 Incentive ROIC(2)
Below targetTargetActual
Performance goal
(3-year average)
<=21%>21%
22%
Modification to payoutReduce payout
by 20%
No modificationNo modification
(1)Incentive EPS goals and results for FY20-22 PSUs reflected the definitions and automatic adjustments pre-established by the ECC in April 2019 and the additional adjustment for temporary pandemic-related items as discussed on p. 40. These definitions and adjustments for measuring FY20-22 Incentive EPS exclude the impact of certain unplanned items, such as unbudgeted buybacks and unanticipated changes in corporate tax rates. Refer to Appendix A for information about how Incentive EPS was determined based on diluted EPS reported in our Annual Report on Form 10-K for the applicable year. Percentage of target shown above is based on the target Incentive EPS level that corresponds to the target CAGR goal for FY20-22. Payouts for FY20-22 Incentive EPS were based on achievement of actual Incentive EPS CAGR compared to target CAGR.
(2)Incentive ROIC goals and results for FY20-22 PSUs reflected the definitions and automatic adjustments approved by the ECC in April 2019 and the additional adjustment for temporary pandemic-related items as discussed on p. 40. Refer to Appendix A for information about how Incentive ROIC was determined for FY20-22.
Target awards and payouts for FY20-22 PSUs: At the beginning of the FY20-22 cycle, the ECC approved individual PSU awards based on a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, contractual obligations, and individual responsibilities at the time of the grant. The actual number of PSUs earned for each individual after the end of FY22 is the target award for the cycle multiplied by the total payout percentage of 131.51%, as shown below.
FY20-22 PSU Targets and Payouts
Number of FY20-22 PSUs at TargetNumber of FY20-22 PSUs Earned
Ernie Herrman138,937 182,717
Scott Goldenberg51,946 68,315
Carol Meyrowitz71,416 93,920
Richard Sherr51,870 68,215
Kenneth Canestrari39,937 52,522
LONG-TERM CASH INCENTIVES
Long Range Performance Incentive Plan (LRPIP) awards are designed to motivate our NEOs and other key Associates to achieve or exceed long-term financial goals, to foster teamwork and collaboration across the Company, and to promote retention. Our LRPIP awards have overlapping three-year cycles, with a new cycle starting each fiscal year, and constitutes a limited portion of the overall long-term incentive mix for our NEOs.
KEY FEATURES OF LRPIP
Broad-based program that extends throughout our global organization, emphasizing team-based execution of our company-wide business strategies over a longer time horizon
Performance tied to objective longer-term business goals and results approved by the ECC
Maximum payout limits apply to all awards (no more than 200% of each award opportunity for the FY20-22 cycle)
2022 Proxy Statement
45

Compensation Discussion and Analysis
FY22-24 LRPIP – NEW CYCLE
During FY22, the ECC established the new LRPIP target award opportunities for the FY22-24 cycle for our NEOs. These opportunities were set following consideration of a number of factors, including an assessment of overall competitiveness, mix of compensation elements, contractual obligations, and individual responsibilities at the time of the grant. As noted above:
The target opportunities for FY22-24 LRPIP returned to the same level as the FY20-22 LRPIP cycle, after temporary increases for FY21-23 in the absence of PSUs for that cycle;
The performance goals for FY22-24 LRPIP returned to a three-fiscal-year performance period, after a temporary approach that used a performance goal based on the final two years of the FY21-23 LRPIP cycle; and
The total target grant value of FY22 long-term incentives for our NEOs (which includes LRPIP and long-term equity incentives) did not increase as compared to FY21 or FY20.
FY22-24 LRPIP Target Opportunities
Ernie Herrman$1,600,000 
Scott Goldenberg$500,000 
Carol Meyrowitz$1,040,000 
Richard Sherr$700,000 
Kenneth Canestrari$400,000 
During FY22, the ECC established a new three-year LRPIP Incentive Pre-tax Income target for FY22-24 (based on aggregate targets for all divisions), payout formulas, and a maximum LRPIP payout percentage of 200% for the cycle. The minimum (threshold) level for any payout is 33% of the performance target and the maximum payout level is achieved if performance is at or above 167% of the performance target. Refer to Incentive Plan Goal-Setting above for more information.
Consistent with our past disclosure practice, we plan to provide additional detail about the performance goals for cycles ending after FY22, once the applicable performance cycle is complete.
FY20-22 LRPIP – COMPLETED CYCLE
LRPIP goals and awards for the FY20-22 cycle were established by the ECC in April 2019. In assessing performance for purposes of FY20-22 LRPIP awards, the ECC adopted a performance-based proration approach to more appropriately reflect overall Company performance during FY20-22, as more fully described below. This approach is consistent with the approach to FY19-21 LRPIP payouts that was discussed in our 2021 proxy statement. We received 91% support from our shareholders for our 2021 say-on-pay proposal.
Performance goals and results for FY20-22 LRPIP: For the FY20-22 LRPIP cycle, the ECC had determined that a three-year adjusted pre-tax income measure was an appropriate and effective metric to motivate, focus, and reward operational performance across the Company over a longer time horizon, and that using a goal based on aggregate targets for all divisions would promote our team-based approach to achieving our long-term goals. The Incentive Pre-Tax Income performance goals for the FY20-22 LRPIP cycle were established by the ECC in April 2019 on a three-year cumulative basis, with threshold, target, and maximum levels of LRPIP Incentive Pre-tax Income (in thousands) of $8,894,324, $14,823,873, and $20,753,422, respectively. Refer to Incentive Plan Goal-Setting above for more information.
After the close of the FY20-22 performance period, the ECC approved certain discretionary adjustments to the original payout formula, including the performance-based proration of the LRPIP performance goals and the corresponding award opportunity, as illustrated below. The performance-based proration approach was intended to reflect the adverse impact of the COVID-19 pandemic on the Company‘s business operations during FY21, with a payout of 0% for that year, while also recognizing the Company’s above-target financial performance achieved during the first and final years of the cycle. For FY22 performance, the ECC approved an additional adjustment to exclude certain temporary pandemic-related items that were not built into the operating plan at the time the FY20-22 goals were established, as discussed above on p. 40, consistent with the adjustment pre-established by the ECC for FY22 annual incentives. Prior to these adjustments, the FY20-22 LRPIP cycle would have had a 39% payout based on cumulative FY20-22 LRPIP Incentive Pre-tax Income (in thousands) of $11,226,793, or 76% of target.
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The TJX Companies, Inc.

Compensation Discussion and Analysis
After the end of FY22, LRPIP results for this cycle were approved by the ECC as follows:
FY20-22 LRPIP Performance Goals and Results
FY20 and FY22 Incentive Pre-Tax IncomeFY21 Incentive Pre-Tax Income
LRPIP
Payout
After Proration
77.49%
×+×=
Prorated
Opportunity
Payout for
FY20 and FY22
Prorated
Opportunity
No
Payout
2/3
116.23%
1/30%
FY20 and FY22 LRPIP Incentive Pre-Tax Income(1)
2/3 of target opportunityThresholdTargetMaximumActual
Payout based on actual
cumulative LRPIP Incentive
Pre-Tax Income for FY20
and FY22
Performance goal
$ 5,928,415
$ 9,880,691
$ 13,832,968
$ 10,522,302
Percentage of target60%100%140%
106%
Payout (as a % of target)0%100%200%
116.23%
 
1/3 of target opportunity
FY21 LRPIP Incentive Pre-Tax Income(1)
No payout (0%) approvedPayout (as a % of target)0%
(1)LRPIP Incentive Pre-tax Income is shown in thousands. LRPIP Incentive Pre-tax Income goals and results reflected the definitions and automatic adjustments pre-established by the ECC in April 2019 and the additional adjustment for temporary pandemic-related items as discussed on p. 40. Refer to Appendix A for information about how LRPIP Incentive Pre-tax Income was determined based on total segment profit reported in our Annual Report on Form 10-K for the applicable year.
Award opportunities and payouts for FY20-22 LRPIP: At the beginning of the FY20-22 cycle, the ECC approved individual LRPIP award opportunities based on a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, contractual obligations, and individual responsibilities at the time of the grant. The actual LRPIP award earned for each individual after the end of FY22 is the target opportunity for the cycle multiplied by the total payout percentage of 77.49%, as shown below.
FY20-22 LRPIP Opportunities and Payouts
FY20-22 Target
Opportunities 
FY20-22 LRPIP
Actual Award Earned
Ernie Herrman$1,600,000 $1,239,840
Scott Goldenberg$500,000 $ 387,450
Carol Meyrowitz$1,040,000 $ 805,896
Richard Sherr$700,000 $ 542,430
Kenneth Canestrari$400,000 $ 309,960
2022 Proxy Statement
47

Compensation Discussion and Analysis
OUR DECISION MAKING PROCESS
THE ROLE OF THE EXECUTIVE COMPENSATION COMMITTEE
The ECC, a committee of our Board of Directors composed entirely of independent directors, oversees the compensation of our executive officers, including the NEOs. In determining the overall level of executive compensation and establishing the design and mix of specific elements, the ECC considers a number of quantitative and qualitative factors, including:
individual executive performance and responsibilities
market data and peer practices
retention, leadership stability and continuity, succession planning, and organizational changes
our broad-based practices and programs and alignment with our broader organization
our key business priorities and Company and divisional performance
our business culture and core values
shareholder feedback, including our say-on-pay vote
employment terms and contractual negotiations
risk mitigation strategies, and the balance of risks and rewards
The ECC approaches executive compensation as part of the overall strategic framework for total rewards at TJX. This framework applies to all TJX Associates and reflects our global total rewards principles, which include sharing in the success of the Company, encouraging teamwork and collaboration across a diverse workforce, and being fair and equitable.
The ECC’s annual executive compensation process includes pay-for-performance analysis, competitive analysis, market checks, executive assessments, an annual compensation risk assessment, and input and advice from Pearl Meyer (discussed further below). In addition to any special actions the ECC may take throughout the year, the ECC typically reviews and approves the elements of our NEOs’ compensation using the following general process:
Assess
      
Set     Review and Approve
Market data, competitive analysis
Individual performance reviews
Shareholder feedback
Peer group for upcoming year
Incentive plan goals
Salaries, award opportunities, and equity grants
Performance results under incentive plans, after the end of the applicable performance period
THE ROLE OF EXECUTIVES
Our executive officers play a limited role in the executive compensation process. The Board reviews with our executives the annual and multi-year business plans for TJX and our divisions, which form the basis of the financial performance targets for our short-and long-term incentive plans. During FY22, the ECC reviewed with our executives the key business priorities for the Company during the pandemic in connection with the annual incentive framework established for the year. The ECC or Board may also invite our executive officers to discuss business and organizational strategies and to attend portions of its meetings on various topics, which provides additional context for the ECC’s compensation decisions. For NEOs other than our CEO and Executive Chairman, the ECC considers compensation recommendations from the CEO and the results of individual performance evaluations of these other NEOs by the CEO, among other factors. The ECC receives individual performance evaluations of our CEO and Executive Chairman from the Corporate Governance Committee, which does not make executive compensation recommendations.
THE ROLE OF OUR PEER GROUP
The ECC uses peer group data to inform its compensation decision-making for our NEOs. Peer group data allows the ECC to evaluate the competitiveness of NEO compensation and our program design, as well as marketplace practices and the relationship of pay and performance on a relative basis.
The ECC believes that peer group data provides important context for its compensation decisions. At the same time, the ECC recognizes that our off-price retail business model, in combination with our size and global focus, is distinct from other companies, and that the retail environment in recent years has presented challenges when evaluating companies for comparability to TJX.
The ECC does not rely on strict benchmarking or target any element of NEO compensation by reference to any specified level of compensation within the peer group. The ECC monitors TJX performance relative to the peer group but has not adopted a formulaic approach for evaluating relative performance and determining its impact on our compensation program. The ECC has also supplemented peer group data from time to time with additional case studies and market data to provide further context for its compensation decisions.
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The TJX Companies, Inc.

Compensation Discussion and Analysis
PEER GROUP EVALUATION CRITERIA
The ECC annually assesses the composition of the peer group. In consultation with Pearl Meyer, the ECC considers criteria beyond standard industry classifications in constructing and evaluating the peer group, including:
business focus and industry similarity, targeting retail companies with comparable customer or merchandise strategies, and also considering consumer product companies that meet size and complexity criteria;
revenues, market capitalization, and number of employees;
business complexity, reflected by factors such as significant global operations, brand and/or product line diversity, multiple segments, and e-commerce strategy; and
financial performance metrics, including operating and market performance.
The ECC seeks to establish an appropriate peer group for TJX that takes into account the factors described above. In recent years, the ECC’s peer group evaluation has taken into account TJX’s growth and expanding global operations, coupled with the continuing challenges facing other companies in the domestic retail industry. During FY22, the ECC continued to monitor the impact of the COVID-19 pandemic on the performance of the peer group, including the disparate impact of the pandemic on different types of retailers depending on, among other factors, global footprint and whether or not store operations were shut down due to the pandemic.
FY22 PEER GROUP
During FY21, the ECC considered the continued appropriateness of the peer group for purposes of providing context for making compensation decisions for FY22. After consultation with Pearl Meyer, the ECC determined that the following group of 17 large, publicly traded consumer-oriented companies would continue to be appropriate to use for FY22 compensation decisions:
Best Buy
Coca-Cola
Estée Lauder
Kimberly-Clark
Kohl's
Lowe’s
Macy’s
McDonalds
Nike
Nordstrom
PepsiCo
Procter & Gamble
Ross Stores
Starbucks
Target
The Home Depot
VF Corporation
 
At the end of FY22, TJX’s revenue, market capitalization, and number of employees was positioned at approximately the 65th, 47th, and 76th percentile, respectively, within the FY22 peer group.
THE ROLE OF COMPENSATION CONSULTANTS
The ECC engaged Pearl Meyer to serve as the independent compensation consultant to the ECC for FY22. Pearl Meyer attended all of the ECC’s meetings during the fiscal year and consulted with the ECC on an ongoing basis throughout the year. Pearl Meyer provided industry, peer, and market data and advised the ECC on a variety of matters in connection with FY22 compensation, including:
the design and competitive positioning of key compensation elements (base salary, annual bonus, and long-term cash and equity incentives) of our compensation program for our NEOs and other senior management;
annual and long-term incentive plan adjustments and payout determinations, including in light of the COVID-19 pandemic;
short-term and long-term relationships between NEO pay and financial performance relative to our peers, including in light of the COVID-19 pandemic;
the evaluation of a compensation peer group;
terms of employment agreements, equity and cash incentives, and executive stock ownership guidelines;
the use of ESG metrics in incentive plans, including prevalence in the market, design considerations, and challenges;
aggregate equity program usage;
our compensation risk assessment, including broad-based compensation practices;
shareholder feedback; and
updates on compensation-related practices, trends, and regulatory developments, including in light of the COVID-19 pandemic, as well as on other pay-related matters.
2022 Proxy Statement
49

Compensation Discussion and Analysis
The ECC used this information and advice from Pearl Meyer as a reference in assessing the overall competitiveness of our NEOs’ compensation and our executive compensation program and making its compensation decisions and determinations about the design, overall level and mix of compensation, plan metrics, goals and payout formulas, and individual compensation components, including benefits and perquisites.
Pearl Meyer did not perform any services for TJX other than work for the ECC and for the Corporate Governance Committee on director compensation. Pearl Meyer reported directly to the ECC, which determined the scope and terms of Pearl Meyer’s engagement. During FY22, the ECC reviewed its existing relationship with Pearl Meyer, including potential conflicts of interest, and determined that Pearl Meyer’s work for the ECC did not raise any conflicts of interest and that Pearl Meyer continued to be an independent advisor to the ECC.
OTHER COMPENSATION PRACTICES AND CONSIDERATIONS
RETIREMENT BENEFITS
All of our NEOs are eligible to participate in our 401(k) plan and also participate in our broad-based pension plan under which benefits are accrued based on compensation and service. We also maintain a Supplemental Executive Retirement Plan (SERP). Ms. Meyrowitz is a vested participant in our primary SERP benefit program, a nonqualified pension benefit based on final average earnings. We have not offered primary SERP benefits to new participants for many years. Mr. Herrman, Mr. Goldenberg, Mr. Sherr, and Mr. Canestrari participate in our alternative SERP benefit program, which is intended to restore pension benefits that would otherwise not be available due to Internal Revenue Code restrictions. Long-term incentives are not included in defined benefit pension calculations, and we do not have a policy of granting extra years of credited service for purposes of our pension plans. These programs are discussed under Pension Benefits.
DEFERRED COMPENSATION
During FY22, our NEOs could defer compensation under our Executive Savings Plan (ESP), an elective deferred compensation plan, intended to help us compete for and retain talent by providing participants with additional opportunities for personal financial planning and by encouraging executive retention and rewarding company performance. Our NEOs, other than those eligible for our primary SERP benefit, were eligible to receive employer matching credits under ESP based in part on our performance under our MIP. Mr. Herrman, Mr. Goldenberg, Mr. Sherr, and Mr. Canestrari received ESP employer credits during FY22. Ms. Meyrowitz has amounts previously deferred under our General Deferred Compensation Plan (GDCP), now closed to new deferrals, which earn notional interest at an annually adjusted rate based on U.S. Treasury securities. These deferred compensation plans for NEOs are discussed with the compensation tables under Nonqualified Deferred Compensation Plans. Company-provided amounts under these programs are included in the Summary Compensation Table below as All Other Compensation and detailed in footnote 5 to that table.
PERQUISITES AND OTHER BENEFITS
We provide limited perquisites and other personal benefits to our NEOs, which are reviewed every year by the ECC. These benefits consist generally of automobile allowances, reimbursement for legal, financial and tax planning services, and payment of management life insurance premiums, none of which is grossed up for taxes. The amounts are included in the Summary Compensation Table below as All Other Compensation and detailed in footnote 5 to that table.
EXECUTIVE STOCK OWNERSHIP GUIDELINES
We have stock ownership guidelines that apply to all of our executive officers. Under these guidelines, our CEO and our Executive Chairman are expected to attain stock ownership with a fair market value equal to at least six times annual base compensation. Our Chief Financial Officer and each Senior Executive Vice President are expected to attain stock ownership with a fair market value of at least three times annual base compensation. At age 62, these ownership guidelines are reduced by fifty percent for executives other than the CEO and the Executive Chairman. Executives are expected to make steady progress toward the ownership guidelines and to attain them within five years of their hire or promotion date. Executives who have not attained the requisite ownership level are expected to retain at least 50% of the net value of shares of stock received upon or following vesting of stock awards and exercise of stock options (net of income taxes and, if applicable, exercise price). For purposes of our stock ownership guidelines, shares owned by the executive, outstanding RSUs, and outstanding PSUs at the threshold level (25%) are counted toward the guidelines, but unexercised stock options are not counted. Our stock ownership guidelines, together with our emphasis on long-term equity incentives and other applicable Company policies, are designed to align our executives’ interests with those of our shareholders and to encourage a long-term focus. As of April 8, 2022, each of our executive officers was in compliance with our stock ownership guidelines.
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The TJX Companies, Inc.

Compensation Discussion and Analysis
HEDGING AND PLEDGING PROHIBITIONS
Our policies prohibit our executive officers from engaging in pledging or hedging transactions with respect to TJX stock. See Governance and Ethics Policies and Practices on p. 23, above, for more information on this policy.
EMPLOYMENT AGREEMENTS
The ECC has reviewed and approved, after consultation with Pearl Meyer, individual employment agreements for our NEOs that set certain terms of employment, including compensation, benefits, and termination and change of control provisions discussed under Severance, Retirement, and Change of Control Provisions below. We believe that these employment agreements and related plans help retain our key executives and support our succession planning objectives. The ECC takes the terms of these agreements into account when approving compensation for our NEOs.
Each of our NEO employment agreements has a three-year term. In January 2022, the existing agreements with Mr. Herrman and Ms. Meyrowitz were extended for another three-year term and, unless terminated earlier in accordance with their terms, continue until February 1, 2025. The existing agreements with Mr. Goldenberg, Mr. Sherr and Mr. Canestrari, unless terminated earlier in accordance with their terms, continue until February 3, 2024.
The agreements with our NEOs establish a minimum level of base salary and provide for participation in our SIP, MIP, and LRPIP, at levels commensurate with the executive’s position and responsibilities and subject to terms established by the ECC, and also entitle the executives to participate in TJX’s fringe benefit and deferred compensation plans, including, in the case of Mr. Herrman and Ms. Meyrowitz, an automobile allowance and reimbursement of reasonable legal and financial advisor fees and costs incurred in negotiating the agreement. Mr. Herrman’s agreement, as amended in January 2022, provides for a minimum annual base salary of $1,700,000 effective at the start of FY23 and a target award opportunity of at least 200% of base salary for MIP; and continues to provide for a target award opportunity of at least 100% of base salary for LRPIP and a specified company match under our ESP. Ms. Meyrowitz’s agreement, as amended in January 2022, provides for eligibility for continued vesting of future stock awards and certain long-term cash awards in the event that she provides additional Board-approved services to the Company following any future retirement; and continues to provide for target award opportunities of at least 150% of base salary for MIP and at least 100% of base salary for LRPIP and annual stock awards with a total grant date value of $5 million, consisting of PSUs with a three-year performance vesting period and RSUs.
EXECUTIVE CHAIRMAN COMPENSATION
The ECC recognizes that the role of executive chairman varies across different companies. In establishing compensation for Ms. Meyrowitz, our Executive Chairman, the ECC was advised by Pearl Meyer and evaluated market data on executive chairman positions. This evaluation took into account the degree of active involvement that Ms. Meyrowitz has as part of the management team at TJX relative to other executive chairman roles that may be more limited or transitional in nature. Ms. Meyrowitz is an active and integral member of the executive management team in addition to serving as Chairman of the Board. In her role as Executive Chairman, she serves as a key resource to management in the areas of merchandising, marketing, and internal training, drawing upon her decades of experience with our distinct off-price business model and her extensive understanding of the evolving retail environment and business innovation and TJX’s strategic initiatives and long-term strategy. Ms. Meyrowitz has wide ranging, in-depth knowledge of our business and the retail industry overall, and our Board strongly believes that, through her role as a senior executive at TJX and her support of senior management, she continues to make significant contributions to TJX’s long-term growth and success in addition to providing experienced leadership to the Board. Target total compensation for our Executive Chairman did not increase for FY22 and has not increased since FY18. During FY22, in connection with its review of the extension of the employment agreement with Ms. Meyrowitz, the ECC reviewed additional market information and advice from Pearl Meyer, including an evaluation of peers and other Fortune 200 companies with executive chairman positions, and determined that compensation for Ms. Meyrowitz continues to be reasonable and appropriate in light of her ongoing responsibilities and contributions to TJX.
SEVERANCE, RETIREMENT, AND CHANGE OF CONTROL PROVISIONS
We provide benefits to our executive officers in connection with certain terminations of employment, and in connection with a change of control of TJX, under the terms of our employment agreements and plans. Each NEO has agreed to post-employment non-competition, non-solicitation and other covenants intended to protect our business. Each of our NEOs has entered into participation agreements under our Executive Severance Plan (Severance Plan). The Severance Plan provides for payments and benefits upon a qualifying termination of employment (other than in connection with a change of control of TJX) and includes restrictive covenants and other conditions. The terms of certain of our long-term incentive awards under our SIP and LRPIP include special retirement vesting provisions for our NEOs and other participants, as discussed with the compensation tables below. Change of control benefits continue to be provided to our NEOs under the terms of their employment agreements.
2022 Proxy Statement
51

Compensation Discussion and Analysis
We believe that severance, retirement, and change of control protections assist in attracting and retaining high quality executives, in our succession planning, and in keeping our executives focused on their responsibilities during any period in which a change of control may be contemplated or pending and that, more generally, it is important to define the relative obligations of TJX and our NEOs, including obtaining protection against competition and solicitation. We seek to achieve these objectives in a manner consistent with our other compensation objectives described above, taking into account contractual obligations, applicable law and current market practice, among other considerations. These provisions are described in more detail under Potential Payments upon Termination or Change of Control.
POLICIES ON CLAWBACK, FORFEITURE, AND RECOVERY OF COMPENSATION
Our clawback policy provides that, in the event of a material restatement of financial results, the Board or a Board Committee will evaluate the circumstances and may, in its discretion, recover from any current or former executive officer the portion of incentive compensation that was received by or vested in the executive officer during the three-year period prior to the determination that a restatement was required and that would not have been earned had performance been measured on the basis of the restated results. Our clawback policy provides the Board or a Board Committee with the discretion to recover compensation in the event of a material restatement of financial results whether or not the executive officer is individually “at fault.”
Outside of our clawback policy, we also consider other potential recourse mechanisms as part of our approach to executive compensation. In addition to potential legal remedies and disciplinary or other employment actions that may be available to the Company, NEO compensation may be subject to forfeiture, recovery, or adjustment in a variety of circumstances under our other policies, plans and agreements, including forfeiture of compensation if an NEO’s employment is terminated for “cause” under the terms of our NEO employment agreements, which includes, among other things, willful misconduct that violates company policy (including company policies regarding harassment) and is materially harmful to the reputation or business of the Company; forfeiture and recovery of compensation in the event an NEO breaches applicable restrictive covenants; and potential downward adjustments by the ECC to pay opportunities or incentive plan payouts.
ANNUAL COMPENSATION RISK ASSESSMENT
As discussed in Compensation Program Risk Assessment on p. 18, we consider our compensation policies and practices, including our executive compensation program, as part of our annual enterprise risk assessment process. The ECC considers, among other things, what risks could be created or encouraged by our executive compensation plans and arrangements and how those potential risks are monitored, mitigated, and managed. In FY22, the ECC determined that our overall compensation policies and practices do not give rise to risks that are reasonably likely to have a material adverse effect on TJX.
TAX AND ACCOUNTING CONSIDERATIONS
As a result of federal tax legislation enacted in 2017, compensation paid to certain covered executive officers in excess of $1 million will not generally be deductible unless it qualifies for transition relief applicable to certain arrangements and awards in place as of November 2, 2017 that are not materially modified after such date. Accordingly, the ECC anticipates that compensation paid to NEOs in excess of $1 million will generally not be deductible by the Company. The ECC believes that shareholder interests are best served if the ECC continues to retain flexibility and discretion to approve and amend compensation arrangements to support our corporate objectives, even if an arrangement does not qualify for full or partial tax deductibility and even if an amendment results in a loss or limitation of tax deductibility.
COMPENSATION COMMITTEE REPORT
We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on these reviews and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report on Form 10-K for the fiscal year ended January 29, 2022.
Executive Compensation Committee
Rosemary T. Berkery, Chair
José B. Alvarez
Alan M. Bennett
Jackwyn L. Nemerov
52
The TJX Companies, Inc.


COMPENSATION TABLES
SUMMARY COMPENSATION TABLE
The following table provides information concerning compensation for our principal executive officer, our principal financial officer and our three other most highly paid executive officers during FY22 (collectively, our named executive officers (NEOs)). As additional context for this table, supplemental information is presented about the impact of the accounting values attributable to the modification of previously-granted stock awards on the compensation amounts required to be reported for FY22. The “Total excluding modifications to previously-granted stock awards” column is not intended to be viewed as a replacement for the required “Total” column.
Name and
Principal Position
Fiscal
Year
Salary(1)
Stock
Awards(2)
Non-Equity
Incentive Plan
Compensation(3)
Change in
Pension Value
 and
Nonqualified
Deferred
Compensation
Earnings(4)
All Other
Compensation(5)
Total
Total excluding
modifications
to previously-
granted stock
awards(6)
Ernie Herrman
Chief Executive
Officer and President
2022$1,600,001$21,754,956$7,537,124$305,528$604,391$31,802,000$19,679,954
20211,489,2327,862,9713,014,2781,909,764265,49214,541,737
20201,600,0019,632,8725,030,0822,205,544615,17719,083,676
Scott Goldenberg
SEVP, Chief
Financial Officer
2022976,0018,112,4902,116,05520,441287,09911,512,0866,979,630
2021930,9552,856,036793,120416,245135,2025,131,558
2020973,6013,580,0751,269,342560,409289,0166,672,443
Carol Meyrowitz
Executive Chairman
20221,040,00011,230,9913,875,820348,05243,55816,538,42110,307,500
2021968,0004,228,0111,959,280786,11242,1077,983,510
20201,040,0005,000,0903,269,5521,142,51443,35010,495,506
Richard Sherr
SEVP, Group
President
20221,120,0028,148,6872,526,077265,720323,09912,383,5857,858,970
20211,068,3103,026,8371,006,956814,852148,9386,065,893
20201,112,3103,624,0271,582,581953,498323,8837,596,299
Kenneth Canestrari
SEVP, Group
President
2022900,0006,240,3741,726,849144,391268,0999,279,7135,795,399
2021858,4622,209,220650,185524,402126,4534,368,722
2020893,8472,756,0651,041,621644,965266,8005,603,298
(1)Reflects salary earned during the fiscal year, including any salary adjustments made during the fiscal year. Includes any salary for the fiscal year that was contributed to our 401(k) plan or deferred under the ESP, if applicable.
(2)Reflects the aggregate grant date fair value of stock awards granted during FY22 and the incremental fair value with respect to stock awards that were modified during FY22, in each case as determined in accordance with ASC Topic 718, disregarding the effects of estimated forfeitures, as follows:
FY22 Stock Awards Detail:
(A)
Regular annual grants
of PSUs and RSUs
(B)
Accounting values
attributable to modification
of previously-granted PSUs
(A) + (B)
Total Stock Awards under
 SEC rules for FY22
Ernie Herrman$9,632,910$12,122,046$21,754,956
Scott Goldenberg3,580,0344,532,4568,112,490
Carol Meyrowitz5,000,0706,230,92111,230,991
Richard Sherr3,624,0724,524,6158,148,687
Kenneth Canestrari2,756,0603,484,3146,240,374
For more information, refer to FY22 Reporting of Stock Award Values in the Summary Compensation Table on p. 38 of the CD&A. Amounts in column (A) reflect the grant date fair value of FY22-24 PSUs and FY22 RSUs granted during FY22 and discussed on pp. 43-44 above. Amounts in column (B) reflect the incremental fair value associated with the modifications during FY22 to FY19-21 PSU awards granted during FY19 and to FY20-22 PSU awards granted during FY20, in each case as determined under ASC Topic 718. For more information about the PSU modification values, refer to the Grants of Plan-Based Awards table below.
2022 Proxy Statement
53

Compensation Tables
Stock awards are valued based on the closing price of our common stock on the NYSE on the grant date or modification date, as applicable. The grant date fair value of PSUs is reported based on the probable outcome of the performance conditions (target) on the grant date. Assuming performance at the maximum (200%) payout level, the value of PSUs granted in FY22 was: Mr. Herrman, $9,632,910; Mr. Goldenberg, $3,580,034; Ms. Meyrowitz, $5,000,070; Mr. Sherr, $3,624,072; and Mr. Canestrari, $2,756,060. The underlying valuation assumptions for equity awards granted during FY22 are further discussed in Note H to our audited financial statements filed with our Annual Report on Form 10-K for FY22.
(3)Reflects amounts earned under both MIP and LRPIP. For FY22, MIP amounts were: Mr. Herrman, $6,297,284; Mr. Goldenberg, $1,728,605; Ms. Meyrowitz, $3,069,924; Mr. Sherr, $1,983,647; and Mr. Canestrari, $1,416,889. For the FY20-22 LRPIP cycle, the amounts were: Mr. Herrman, $1,239,840; Mr. Goldenberg, $387,450; Ms. Meyrowitz, $805,896; Mr. Sherr, $542,430; and Mr. Canestrari, $309,960. Unless contributed to or deferred under our 401(k) plan or ESP, as applicable, FY22 amounts earned under MIP and LRPIP were paid in calendar 2022.
(4)Reflects the change in the actuarial present value of accumulated benefit obligations under our broad-based pension plan and our SERP. Under SEC rules, these pension values reflect actuarial assumptions described under Pension Benefits, below. For FY22, the change in pension values for each NEO reflects increases in assumed interest rates compared to FY21. The benefit formulas under our pension plan and our SERP did not change in FY22. Refer to Pension Benefits, below, for more information. Our NEOs did not receive above-market or preferential earnings on non-tax qualified deferred compensation.
(5)The table below provides additional details about the amounts listed under All Other Compensation for FY22. Perquisites and other personal benefits are valued on the basis of the aggregate incremental cost to the Company.
NameAutomobile
Benefit
Reimbursement
for Financial
Planning and
Legal Services
Employer
Contributions or
Credits Under
Savings Plans
(a)
Company Paid
Amounts for
Life Insurance
(b)
Total All Other
Compensation
Ernie Herrman$35,904$2,792$564,466$1,229$604,391
Scott Goldenberg35,9041,500248,4661,229287,099
Carol Meyrowitz35,9041,9594,4661,22943,558
Richard Sherr35,9041,500284,4661,229323,099
Kenneth Canestrari35,9041,500229,4661,229268,099
(a)Reflects matching contributions under our 401(k) plan for each NEO and matching company credits under our ESP for each NEO (other than Ms. Meyrowitz). More information about ESP company credits can be found above in the Deferred Compensation section of the CD&A and under Nonqualified Deferred Compensation Plans below.
(b)Reflects company-paid amounts under our U.S. management life insurance program.
(6)    The "Total excluding modifications to previously-granted stock awards" column is presented as supplemental information for FY22 and reflects the exclusion of the accounting values shown in column (B) of the FY22 Stock Awards Detail presented in footnote 2 above. For more information, refer to FY22 Reporting of Stock Award Values in the Summary Compensation Table on p. 38 of the CD&A. The amounts reported in this additional column should not be used as a substitute for the amounts required to be reported in the "Total" column.
Our NEOs were entitled under their employment agreements to participate in the SIP, MIP, and LRPIP and during FY22 received cash incentives and equity incentives pursuant to these plans. As described in the CD&A on p. 51, the employment agreements with Ms. Meyrowitz and Mr. Herrman provided for minimum MIP and LRPIP target award levels; an automobile allowance commensurate with their positions; reimbursement of reasonable legal and financial advisor fees and costs incurred in negotiating the agreement; annual stock awards with a total grant date value of $5 million for Ms. Meyrowitz; and a specified company match under the ESP for Mr. Herrman.
All of our NEOs were eligible to participate in our tax-qualified defined benefit plan and were eligible to make deferrals to our 401(k) plan and our ESP for FY22. All of our NEOs except Ms. Meyrowitz received company credits under the ESP and were eligible to participate in our alternative SERP benefit for FY22. Ms. Meyrowitz participated in our primary SERP benefit. Our NEOs were also entitled to receive an automobile benefit and to participate in fringe benefit plans and programs made available to executives generally.
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The TJX Companies, Inc.

Compensation Tables
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2022
The following table reports potential payouts under our cash incentive awards and reports stock awards for our NEOs that were granted or modified during FY22:
Name and
Award Type
Grant
Date
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
($)(1)
Estimated Future Payouts Under
Equity Incentive Plan Awards
(#)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise or
Base Price
of Option
Awards
($)
Grant Date
Fair Value
of Stock
and Option
Awards
($)(2)
ThresholdTargetMaximumThresholdTargetMaximum
Ernie Herrman
MIP(3)
$3,200,002$6,400,004 
LRPIP(4)
1,600,0003,200,000
PSUs(5)
3/29/2118,37573,500147,000$4,816,455
RSUs(6)
3/29/2173,5004,816,455
PSU modification(7)
3/2/219,377,874
PSU modification(8)
7/29/212,744,172
Scott Goldenberg
MIP(3)
878,4011,756,802
LRPIP(4)
500,0001,000,000
PSUs(5)
3/29/216,82927,31654,6321,790,017
RSUs(6)
3/29/2127,3161,790,017
PSU modification(7)
3/2/213,506,460
PSU modification(8)
7/29/211,025,996
Carol Meyrowitz
MIP(3)
1,560,0003,120,000
LRPIP(4)
1,040,0002,080,000
PSUs(5)
3/29/219,53838,15176,3022,500,035
RSUs(6)
3/29/21