DEF 14A of Chewy, Inc.
Filed May 23, 2025 · FY20240001140361-25-020277
Board of Directors
Board of Directors Our Board’s responsibility is to oversee, on behalf of our stockholders, the conduct of our Company’s business, provide advice and counsel to our Chief Executive Officer and senior management, protect our Company’s best interests, and foster the creation of long-term value for our stockholders. Our Board currently consists of fourteen directors, divided into three classes with staggered three-year terms. Each class consists as nearly as possible of one-third of the total number of directors. Class I and Class II each consist of five directors and Class III consists of four directors. Until such time as the Class B common stock represents less than 50% of the combined voting power of Class A and Class B common stock, any newly-created directorship on our Board that results from an increase in the number of directors and any vacancy occurring on our Board shall be filled by (i) a majority of the directors then in office, even if less than a quorum, (ii) a sole remaining director, or (iii) the stockholders. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class or until the director’s successor is duly elected and qualified, or until their earlier death, resignation, retirement, disqualification, or removal. Our Board believes that the Board should possess a combination of skills, experiences, and backgrounds that are relevant to the key strategic and operational issues that the Board will oversee. Our Board is composed of a group of individuals with complementary skills, backgrounds, experiences, and perspectives to serve and guide our Company. Our directors are evaluated and selected based on, among other things, their integrity and character, independent judgment, track record of accomplishment in leadership roles, as well as their professional and corporate expertise, skills, and experience. Our Board is composed of directors that have collective backgrounds in finance and accounting, business operations, e-commerce, strategy, growth and transformation, corporate governance and compliance, technology and cybersecurity, retail and customer service, customer engagement and marketing, risk management, human capital management, healthcare, and other relevant areas to oversee our key strategic and operational issues. Many of our directors have experience serving on boards and board committees of other public companies and have an understanding of corporate governance practices and trends and different business processes, challenges, and strategies. The following chart reflects our directors’ current service on board and board committees of other public companies as of May 19, 2025.
Board of Directors
| Director Name | Public Company | | Martin H. Nesbitt | American Airlines, Inc.(1)(3) | | Sumit Singh | Booking Holdings, Inc.(2) | | James Nelson | Roman DBDR Acquisition Corp. II(1) | | Raymond Svider | Altice USA, Inc.(1)(2) |
Board of Directors
| (1) Audit Committee Member |
Board of Directors
| (2) Compensation Committee Member |
Board of Directors
| (3) Corporate Governance & Public Responsibility Committee Member |
Board of Directors
| 8 | |
Board of Directors
The following charts reflect our Board’s gender and ethnic diversity and age mix as of May 19, 2025.
Board of Directors
| Gender / Ethnic Diverse Directors | Age Mix | | | |
Board of Directors
The following table sets forth select director information as of May 19, 2025:
Board of Directors
| Name | Age | Class | Director Since | Current Term Expires | Position | Committee Membership | | | | | | | | | | AC | CC | NCGC | | Marco Castelli(1) | 43 | I | 2022 | 2026 | Director | | | | | James Nelson(2) | 75 | I | 2021 | 2026 | Director | ☆ | | | | Martin H. Nesbitt(3) | 62 | I | 2020 | 2026 | Director | | | | | Raymond Svider(4) | 62 | I | 2019 | 2026 | Chairperson | | ☆ | ☆ | | Nat Goldhaber(5) | 77 | I | 2025 | 2026 | Director | | | | | Fahim Ahmed(6) | 46 | II | 2019 | 2027 | Director | | ✓ | ✓ | | Michael Chang(7) | 48 | II | 2019 | 2027 | Director | | | ✓ | | Kristine Dickson(8) | 47 | II | 2021 | 2027 | Director | ✓ | | | | Deborah Ellinger(9) | 66 | II | 2025 | 2027 | Director | | | | | James A. Star(10) | 64 | II | 2019 | 2027 | Director | ✓ | | | | Mathieu Bigand(11) | 34 | III | 2022 | 2025 | Director | | | | | David Leland(12) | 50 | III | 2019 | 2025 | Director | | | | | Lisa Sibenac(13) | 44 | III | 2019 | 2025 | Director | | | | | Sumit Singh(14) | 45 | III | 2019 | 2025 | Director and CEO | | | | | Number of fiscal year 2024 meetings | | | | | | 4 | 4 | 2 |
Board of Directors
| AC: Audit Committee | ☆ Committee Chairperson |
Board of Directors
| CC: Compensation Committee | ✓ Committee Member |
Board of Directors
NCGC: Nominating and Corporate Governance Committee
Board of Directors
| (1) Elected to our Board effective May 23, 2022. |
Board of Directors
| (2) Elected to our Board effective July 19, 2021, and appointed as Chairperson of our Audit Committee effective September 8, 2021. |
Board of Directors
| (3) Elected to our Board effective September 21, 2020. |
Board of Directors
| (4) Elected as Chairperson of our Board effective April 29, 2019, and appointed as Chairperson of both our Compensation and Nominating and Corporate Governance Committees effective June 13, 2019. |
Board of Directors
| (5) Elected to our Board effective April 24, 2025. |
Board of Directors
| (6) Elected to our Board effective April 29, 2019, and appointed as member of both our Compensation and Nominating and Corporate Governance Committees effective June 13, 2019. |
Board of Directors
| (7) Elected to our Board effective April 29, 2019, and appointed as member of our Nominating and Corporate Governance Committee effective June 13, 2019. |
Board of Directors
| | 9 |
Board of Directors
| (8) Elected to our Board and as a member of our Audit Committee effective July 14, 2021. |
Board of Directors
| (9) Elected to our Board effective February 21, 2025. |
Board of Directors
| (10) Elected to our Board effective June 13, 2019, and appointed as a member of our Audit Committee effective May 29, 2020. |
Board of Directors
| (11) Elected to our Board effective September 14, 2022. |
Board of Directors
| (12) Elected to our Board effective September 10, 2019. |
Board of Directors
| (13) Elected to our Board effective April 29, 2019. |
Board of Directors
| (14) Elected to our Board effective April 29, 2019. |
Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting
Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting Mathieu Bigand. Mr. Bigand currently serves as Director at BC Partners. Before joining BC Partners in 2019, Mr. Bigand worked in the Investment Banking division at Goldman Sachs Group, Inc., a multinational financial services firm, from 2014 to 2019, where he focused on the technology, media, and telecommunications sectors. Mr. Bigand serves on the boards of PetSmart LLC, a pet products and services retailer (“PetSmart”) and Women’s Care Enterprises, LLC, a healthcare services company, and previously served on the board of Presidio Inc., an IT solutions provider. Mr. Bigand holds a Master in Management degree from HEC Paris and a Bachelor in Mathematics degree from Paris 1 Panthéon-Sorbonne University. Mr. Bigand’s individual qualifications and background as a director include extensive accounting, international, and venture capital experience, and experience with e-commerce, healthcare, and retail industries. David Leland. Mr. Leland currently serves as Partner and Head of Capital Markets at BC Partners. Since 2019, Mr. Leland has also served as Chief Executive Officer of BC Partners Securities LLC, a registered broker-dealer in the United States. Prior to joining BC Partners LLP in 2018, Mr. Leland spent 18 years at Citigroup Inc., a multinational investment bank and financial services corporation, focusing on leveraged finance, most recently as Managing Director in the Capital Markets Originations Group. Mr. Leland also previously served on the board of GardaWorld Corporation, a global security services company. Mr. Leland holds a Bachelor of Business Administration degree with a concentration in finance from The George Washington University. Mr. Leland’s individual qualifications and background as a director include extensive accounting, compliance, and finance experience. Lisa Sibenac. Ms. Sibenac currently serves as Managing Director at BC Partners in portfolio operations. Before joining BC Partners in 2017, Ms. Sibenac held management positions at Amazon, Inc., a multinational technology and e-commerce company (“Amazon”), from 2012 to 2017. Prior to that, Ms. Sibenac held technical and commercial leadership roles at Lockheed Martin Corporation, a security and aerospace company, from 2003 to 2010. Since November 2023, Ms. Sibenac serves on the board of Madison Logic, Inc., a digital marketing company, and has previously served on the boards of Appgate, Inc., a cybersecurity company from 2022 to 2024, and GFL Environmental Inc., a waste management company from 2018 to 2020. Ms. Sibenac holds a Bachelor of Science in Mechanical Engineering from the University of Notre Dame and a Master of Business Administration from Harvard Business School. Ms. Sibenac’s individual qualifications and background as a director include knowledge of business operations, customer engagement, and technology, and in-depth knowledge of the e-commerce and retail industries. Sumit Singh. Mr. Singh has served as Chief Executive Officer of Chewy since March 2018 and as a director on the board since April 2019. Mr. Singh previously served as Chief Operating Officer of Chewy from 2017 to 2018. In 2020, Mr. Singh was named to the Bloomberg 50 List of Global Leaders. Prior to joining Chewy, Mr. Singh held senior leadership roles at Amazon, where he served as Worldwide Director of Amazon’s Consumables businesses from 2015 to 2017 and as General Manager for Amazon’s North American merchant fulfillment and third-party businesses from 2013 to 2015. Before Amazon, Mr. Singh held senior management positions at Dell Technologies, Inc., a global technology company. Mr. Singh has been a board member of Booking Holdings Inc., a leading provider of online travel and related services, since 2022. Mr. Singh holds a Bachelor of Technology degree from Punjab Technical University, a Master of Science degree in Engineering from the University of Texas at Austin—where he was inducted into the Academy of Distinguished Alumni in 2019—and a Master of Business
Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting
| 10 | |
Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting
Administration degree from the University of Chicago Booth School of Business. Mr. Singh’s individual qualifications and background as a director include in-depth knowledge of our challenges and opportunities, the e-commerce and retail sectors, and extensive operational and strategic experience.
Directors Continuing in Office Until the 2026 Annual Meeting
Directors Continuing in Office Until the 2026 Annual Meeting Marco Castelli. Mr. Castelli is a Partner at BC Partners. Before joining BC Partners in 2006, Mr. Castelli was a management consultant at Bain & Company, a management consulting firm, from 2005 to 2006. Mr. Castelli previously served on the boards of DentalPro, a dental care and services company, and Cigierre – Compagnia Generale Ristorazione S.p.A., a restaurant developer. Mr. Castelli holds a Master of Business Administration degree from the University of Chicago Booth School of Business and a degree in Business Administration from Bocconi University in Italy. Mr. Castelli’s individual qualifications and background as a director include extensive finance, investments, and venture capital experience. James Nelson. Mr. Nelson currently serves as Senior Advisor at MGM Resorts International, a global entertainment and hospitality company, a role he has held since March 2024. Since 2024, Mr. Nelson has also served as a member of the board of directors of Roman DBDR Acquisition Corp. II, a special purpose acquisition company, where he serves as chairman of the audit committee. Previously, Mr. Nelson served as Chief Executive Officer of Global Net Lease, Inc. (“GNL”), a publicly traded real estate investment trust, from 2017 to 2024, and as a director of GNL from 2017 to 2024. Mr. Nelson was also a member of GNL’s audit committee from March 2017 to July 2017. From 1986 to 2009, Mr. Nelson was Chairman and Chief Executive Officer of Eaglescliff Corporation, a specialty investment banking, consulting, and wealth management company. From 1998 to 2003, Mr. Nelson was Chairman and Chief Executive Officer of Orbit Aviation, Inc., a company engaged in acquiring Boeing business jets for private and corporate clients, and from 1995 to 1999, Mr. Nelson was Chief Executive Officer and Co-Chairman of Orbitex Management, Inc., a financial services company. Mr. Nelson has served on the boards of several publicly traded companies, including Xerox Holdings Corporation, a technology product and services company, from 2021 to 2023, where he also served as Chairman from 2022 to 2023; Roman DBDR Tech Acquisition Corp., a special purpose acquisition company, from 2020 to 2021; Herbalife Nutrition Ltd., a nutritional products retailer, from 2014 to 2021 (where he served as Lead Director from 2019 to 2021); Caesars Entertainment, Inc., a hotel and casino entertainment company, from 2019 to 2020; Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises L.P., a diversified holding company, from 2001 to 2019; and New York REIT, Inc., a real estate investment trust, from 2015 to 2017. Mr. Nelson’s individual qualifications and background as a director include public company board experience and extensive accounting, compliance, environmental, finance, risk management, technology, and operational and strategic experience as chief executive officer of various companies. Martin H. Nesbitt. Mr. Nesbitt currently serves as Co-Chief Executive Officer of The Vistria Group, LLC, a private investment firm focused on the education, healthcare, and financial services industries, a position he has held since 2012. From 1996 to 2012, Mr. Nesbitt was co-founder and Chief Executive Officer of TPS Parking Management, LLC (“TPS Parking”), an owner and operator of off-airport parking facilities. Prior to TPS Parking, Mr. Nesbitt was an officer at Pritzker Realty Group, L.P., a commercial real estate firm, and served as an Investment Manager at LaSalle Partners, a real estate services company. Mr. Nesbitt currently serves on the board of directors of American Airlines Group Inc., a network air carrier, since 2015, where he is a member of the audit committee and the corporate governance and public responsibility committee. Mr. Nesbitt previously served on the boards of CenterPoint Energy, Inc., an electric and natural gas utility from 2018 to 2024; Jones Lang LaSalle Incorporated, a commercial real estate services company from 2011 to 2021; and Norfolk Southern Corp., a transportation company from 2013 to 2018. Mr. Nesbitt is also a trustee of the Chicago Museum of Contemporary Art and has served as Chairman of the Chicago Housing Authority and as a board member of the Chicago 2016 Olympic Committee. Mr. Nesbitt holds a Master of Business Administration degree from the University of Chicago Booth School of Business and a Bachelor of Science degree and honorary doctorate from Albion College. Mr. Nesbitt’s individual qualifications and background as a director include public company board experience and extensive accounting, compliance, environmental, finance, risk management, and operational and strategic experience as chief executive officer and founder of various companies.
Directors Continuing in Office Until the 2026 Annual Meeting
| | 11 |
Directors Continuing in Office Until the 2026 Annual Meeting
Raymond Svider. Mr. Svider currently serves as Partner and Chairman of BC Partners, where he is also Chairman of the Management Committee. Since joining BC Partners in 1992, Mr. Svider has led investments across multiple sectors, including consumer and retail, technology, media and telecommunications, healthcare, industrials, and business services. Mr. Svider serves as Non-Executive Chairman of PetSmart since 2015; Chairman of Madison Logic, Inc., a digital marketing company since 2022; and Chairman of Valtech SE, a global digital agency since 2021. Mr. Svider also serves on the boards of Altice USA, Inc., a telecommunications and media company since 2017, where he chairs the compensation committee and is a member of the audit committee; EAB Global, Inc., an educational technology company since 2017; and NAVEX Global, Inc., a risk and compliance software company since 2018. Mr. Svider has previously served as a director of multiple companies, including Presidio Inc., Appgate, Inc., Cyxtera Technologies, Keter Group Holding Sarl, Intelsat S.A., Accudyne Industries LLC, Office Depot, Inc., Multiplan, Inc., Unity Media Group, Neuf Cegetel, GardaWorld Corporation, GFL Environmental Inc., and Nutreco. Mr. Svider holds a Master of Business Administration degree from the University of Chicago Booth School of Business and Master of Science degrees in engineering from École Polytechnique and École Nationale Supérieure des Télécommunications in France. Mr. Svider’s individual qualifications and background as a director include business acumen and leadership experience and make him particularly well-suited for the roles of Chairperson of our Board and Chairperson of our Compensation and Nominating and Corporate Governance Committees. Nat Goldhaber. Dr. Goldhaber currently serves as Managing Director of Claremont Creek Ventures, a venture capital firm that he co-founded in 2005 specializing in clean energy and healthcare investments. In 1995, Dr. Goldhaber founded CyberGold, Inc., an Internet marketing and payment company that went public in 1999 and merged with MyPoints.com in 2000. From 1991 to 1993, Dr. Goldhaber served as President of Kaleida Labs, a joint multimedia technology venture of IBM and Apple. From 1988 to 1991, Dr. Goldhaber served as President of Cole Gilburne Goldhaber & Ariyoshi Management, a venture capital firm specializing in high-technology investments. From 1987 to 1989, Dr. Goldhaber served as Vice President at Sun Microsystems following the acquisition of TOPS. In 1984, Dr. Goldhaber founded TOPS, a pioneer in PC networking software that was acquired by Sun Microsystems in 1987. From 1979 to 1982, Dr. Goldhaber held public office roles in Pennsylvania, serving as Special Assistant to the Lieutenant Governor and Interim Director of the State Energy Agency. From 2018 to 2022 Dr. Goldhaber served on the Board on Energy and Environmental Systems (BEES) of the National Academies of Sciences, Engineering, and Medicine. Dr. Goldhaber is an emeritus member of the Board of the Federation of American Scientists, where he served from 2005 to 2012. Dr. Goldhaber holds a Doctor of Education (HC) from Maharishi University of Management, a Master of Arts in Education from the University of California, Berkeley, and a Bachelor of Arts in Interdisciplinary Studies from Maharishi International University. Dr. Goldhaber’s individual qualifications and background as a director include extensive compliance, customer engagement, and operational experience and in-depth knowledge of the technology and healthcare industries.
Directors Continuing in Office Until the 2027 Annual Meeting
Directors Continuing in Office Until the 2027 Annual Meeting Fahim Ahmed. Mr. Ahmed is a Partner at BC Partners, where he also serves as Chief Operating Officer and is a member of the Management and Private Equity Investment Committees. Before joining BC Partners in 2006, Mr. Ahmed worked as a consultant at Boston Consulting Group, a global management consulting firm, from 2004 to 2006 and from 2000 to 2002. Mr. Ahmed serves on the boards of Presidio Inc., an IT solutions provider, and PetSmart. Mr. Ahmed previously served as a director of Appgate, Inc., a cybersecurity company from 2021 to 2024; Cyxtera Technologies, Inc., a data center provider from 2021 to 2024; and Suddenlink Communications, a telecommunications company from 2012 to 2016. Mr. Ahmed holds a Bachelor of Arts degree from Harvard University and a Master of Philosophy degree in economics from Oxford University, where he was a Rhodes Scholar. Mr. Ahmed’s individual qualifications and background as a director include extensive accounting, compensation, and finance experience, and in-depth knowledge of the retail, telecommunications, and technology industries. Michael Chang. Mr. Chang is a Partner at BC Partners. Before joining BC Partners in 2009, Mr. Chang served as Principal at JLL Partners, LLC, a private equity firm, from 1999 to 2009. Mr. Chang currently
Directors Continuing in Office Until the 2027 Annual Meeting
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Directors Continuing in Office Until the 2027 Annual Meeting
serves on the boards of Zest Dental Solutions, a dental products manufacturer; Women’s Care Enterprises, LLC, a healthcare services company; CeramTec GmbH, a manufacturer and supplier of technical ceramics; and PetSmart. Mr. Chang holds a Master of Business Administration degree from Harvard Business School and a Bachelor of Arts degree in Economics from The Wharton School of the University of Pennsylvania. Mr. Chang’s individual qualifications and background as a director include extensive finance experience, and in-depth knowledge of the healthcare and retail industries. Kristine Dickson. Ms. Dickson has served as Chief Financial Officer of Lead Bank, a commercial bank, since September 2022. From 2016 to 2022, Ms. Dickson was CFO of post-reorganization Lehman Brothers Holdings Inc. (“LBH”), a financial services company, and previously Chief Administrative Officer of LBH from 2012 to 2015. Ms. Dickson held various leadership roles at Willis Towers Watson, a professional consulting and services company, including Northeast Regional Financial Officer from 2008 to 2012, Director of Financial Planning & Analysis from 2006 to 2008, and Mergers & Acquisitions from 2001 to 2006. Ms. Dickson also worked in the Mergers & Acquisitions and Telecom Investment Banking groups at Citigroup, Inc., a financial services company. Ms. Dickson holds a Bachelor of Science in Computer Systems Engineering from Stanford University. Ms. Dickson’s individual qualifications and background as a director include knowledge of accounting, finance, human resources, risk management, and transactional experience, and in-depth knowledge of the financial services industry. Deborah Ellinger. Ms. Ellinger is a former CEO and experienced board member with extensive expertise in the consumer products and solutions industry, including the pet sector. Since 2018, Ms. Ellinger has been a Senior Advisor with Boston Consulting Group (BCG), a global consulting firm, where she primarily works with private equity clients investing in consumer and retail companies. From 2004 to 2018, Ms. Ellinger served as CEO and/or President of four private-equity-backed companies: Ideal Image, a MedSpa chain; The Princeton Review, a test preparation company; Restoration Hardware, a home products retailer; and Wellness Pet Food, a pet food manufacturer. Previously, Ms. Ellinger was Executive Vice President at CVS Pharmacy, a retail pharmacy chain from 2001 to 2003, and Senior Vice President at Staples, an office supply retailer from 1999 to 2001. Ms. Ellinger began her career in banking at Mellon Financial Corporation and was a Managing Director and Partner at BCG from 1990 to 1999. She has served on several public and private boards, including Tupperware, a manufacturer of home goods from 2021 to 2023; iRobot, a manufacturer of consumer robots from 2011 to 2023; and Covetrus, a distributor of software and products for veterinarians from 2019 to 2022; Interpublic, a global advertising and marketing services company from 2015 to 2017; National Life Group, a life insurance company from 2007 to 2014; Sealy, a bedding manufacturer from 2013 to 2020; and Malden Mills, a textile manufacturer from 2003 to 2006. Ms. Ellinger holds a Bachelor of Arts and Master of Arts from the University of Cambridge, UK, and is a non-practicing Barrister-at-Law. Ms. Ellinger’s individual qualifications and background as a director include public company board experience and extensive accounting, compliance, finance, and operational and strategic experience and in-depth knowledge of the healthcare and retail industries. James A. Star. Mr. Star is a manager and partner of Torque Asset Management LLC and Torque GP LLC, which oversee investments in public securities. Mr. Star previously served as Executive Chairman of Longview Asset Management LLC (“Longview”), a multi-strategy investment firm that invests on behalf of individuals, trusts, and charitable foundations, from 2019 until his retirement in October 2023. From 2003 to 2019, Mr. Star served as President and Chief Executive Officer of Longview. Mr. Star also was Vice President of Henry Crown and Company, a private family office affiliated with Longview, from 1994 to 2023. Mr. Star currently serves as a trustee of Equity Commonwealth, a publicly traded real estate investment trust, where he chairs the nominating and governance committee and is a member of the compensation committee. Mr. Star also serves as non-executive chairman of Atreides Management, a technology-focused investment firm. He previously served as a director of Allison Transmission Holdings Inc., a manufacturer of vehicle components from 2016 to 2018, and as a director of the holding company of PetSmart LLC from 2014 to 2019. Additionally, Mr. Star has served as a director or trustee of pension funds, registered mutual funds, private companies, and a private trust company. Mr. Star holds a Bachelor of Arts degree from Harvard University, a Juris Doctor degree from Yale Law School, and a Master of Management degree from Kellogg Graduate School of Management at Northwestern
Directors Continuing in Office Until the 2027 Annual Meeting
| | 13 |
Directors Continuing in Office Until the 2027 Annual Meeting
University. Mr. Star’s individual qualifications and background as a director include extensive accounting, compliance, corporate governance, finance, and investment experience, and in-depth knowledge of the e-commerce and retail industries.
Compensation Committee
| (ii) reviewing director compensation and benefits for service on our Board, and making recommendations for modification; |
Director Compensation
Director Compensation We annually review the amount of annual compensation for Board and committee service for our independent directors. Pursuant to our Director Compensation and Educational Expense Reimbursement Policy, the amount of annual compensation for our independent directors is as follows:
Director Compensation
| • | $275,000 for service as a Board member payable 25% in cash and 75% in time-based restricted stock units (“Director RSUs”); |
Director Compensation
| • | $20,000 for service as a committee chairperson, payable in cash; |
Director Compensation
| • | $20,000 for service as an audit committee member, payable in cash; |
Director Compensation
| • | $15,000 for service as a compensation committee member, payable in cash; and |
Director Compensation
| • | $10,000 for service as a nominating and corporate governance committee member, payable in cash. |
Director Compensation
Each independent director who serves as the chairperson of a committee receives an annual service fee as a committee member and as the chairperson. Fees paid in cash are generally paid in arrears. Director RSUs are granted to each independent director after our Company’s annual stockholder meeting and vest upon the earlier of (i) the date of our next annual stockholder meeting or (ii) one year from the date of grant, each subject to the independent director’s continued service as a director on our Board through the vesting date. Directors that join our Board on a date other than our annual stockholder meeting receive a pro-rated amount of the annual cash compensation and Director RSUs. The Board occasionally establishes committees of limited duration for special purposes. When a special committee is established, the Board will determine whether to provide non-employee directors with additional compensation for service on such committee based on the expected duties of the committee, the anticipated number and length of any committee meetings, and other factors the Board may deem relevant. We reimburse our directors for reasonable travel expenses relating to Board meetings and up to $7,000 for director educational expenses for each twelve-month period between annual stockholder meetings. We also extend our employee discount to our directors, allowing them to receive a 20% discount on most Chewy orders. Our Director Compensation and Educational Expense Reimbursement Policy was designed to attract and retain high quality independent directors and is periodically reviewed by our Compensation Committee and Nominating and Corporate Governance Committee. Our independent directors are subject to stock ownership requirements as set forth below under section entitled “Stock Ownership Guidelines.”
Director Compensation
| | 19 |
2024 Director Compensation
2024 Director Compensation The following table provides information regarding compensation of our independent directors for their service as a director for Fiscal Year 2024. Ms. Ellinger and Dr. Goldhaber were elected to our Board effective February 21, 2025 and April 24, 2025, respectively, and did not receive compensation or perform services as an independent director for Fiscal Year 2024. Non-independent directors received no compensation for their service as a director. Mr. Singh serves as a director and as Chief Executive Officer of the Company. His compensation is shown in the table entitled “Summary Compensation Table” and the related tables under the section entitled “Compensation Tables”.
2024 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Kristine Dickson(3) | 80,625 | 224,227 | 304,852 | | James Nelson(4) | 100,625 | 224,227 | 324,852 | | Martin H. Nesbitt(5) | 65,625 | 224,227 | 289,852 | | James A. Star(6) | 80,625 | 224,227 | 304,852 |
2024 Director Compensation
| (1) The amounts reflected in this column represent the grant date fair value of the awards made in Fiscal Year 2024, as computed in accordance with Topic 718, Compensation—Stock Compensation, of the Accounting Standards Codification of the Financial Accounting Standards Board (“ASC 718”). For a discussion of the assumptions used in the calculation of the grant date fair value, refer to Part II, Item 8 “Financial Statements and Supplementary Data–Note 11 – Share-Based Compensation” of our Annual Report on Form 10-K for Fiscal Year 2024. |
2024 Director Compensation
| (2) Amounts shown do not reflect compensation actually received by the director, and there can be no assurance that these amounts will ever be realized by the director. Each independent director received a grant of Director RSUs in an amount equal to 75% of their annual retainer divided by the 20-day average closing price of the Company’s Class A common stock for the 20 trading days immediately preceding the grant date, rounded to the nearest whole share. |
2024 Director Compensation
| (3) Ms. Dickson was granted 8,133 Director RSUs in Fiscal Year 2024, settlement of which will be deferred until the first to occur of (i) her termination of service, (ii) her death or disability, or (iii) a Change in Control, as defined in our 2024 Omnibus Incentive Plan (the “2024 Plan”). The Director RSUs vest on the date of the Annual Meeting, subject to her continued service with the Company. |
2024 Director Compensation
| (4) Mr. Nelson was granted 8,133 Director RSUs in Fiscal Year 2024. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company. |
2024 Director Compensation
| (5) Mr. Nesbitt was granted 8,133 Director RSUs in Fiscal Year 2024. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company. |
2024 Director Compensation
| (6) Mr. Star was granted 8,133 Director RSUs in Fiscal Year 2024. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company. |
PROPOSAL 1: Election of Directors
PROPOSAL 1: Election of Directors There are four directors in class III with terms of office expiring at our Annual Meeting. Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, Mathieu Bigand, David Leland, Lisa Sibenac and Sumit Singh as nominees for election as directors at the Annual Meeting. Each of the nominees possesses the qualifications, qualities, skills, and other expertise necessary to serve on our Board. If elected at the Annual Meeting, each of these nominees would serve until the 2028 annual meeting of stockholders or until their successor has been duly elected and qualified, or, if sooner, until their earlier death, resignation, retirement, disqualification, or removal. Mr. Bigand, Mr. Leland, Ms. Sibenac, and Mr. Singh are currently directors of Chewy, and each of them was appointed by our Board. Additional information regarding these nominees is set forth above under the heading Board of Directors. Each person nominated for election has agreed to serve if elected, and Chewy’s management has no reason to believe that any nominee will be unable to serve. Each director is elected by a plurality of the votes of the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. “Plurality” means that the four nominees who receive the largest number of votes cast “For” such nominees are elected as directors. You may vote “For” or “Withhold” authority to vote for each of the nominees of the Board. Any shares voted “Withhold” and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board.
PROPOSAL 1: Election of Directors
| FOR ✔ | OUR BOARD, UPON RECOMMENDATION OF OUR NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES NAMED ABOVE. |
PROPOSAL 1: Election of Directors
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Compensation Discussion and Analysis
Compensation Discussion and Analysis This Compensation Discussion and Analysis (“CD&A”) describes the material elements of our executive compensation program for Fiscal Year 2024 and provides an overview of our compensation philosophy and objectives for our named executive officers (“NEOs”). Our executive compensation program is designed to align total compensation with Company performance, while enabling us to attract, retain, and motivate individuals who can achieve sustained long-term growth and strong financial performance for our stockholders. Our executive compensation program (i) provides our NEOs with total compensation to avoid the disruption and expense associated with unintended departures, (ii) motivates and rewards our NEOs for our success in dynamic and competitive markets, and (iii) aligns the interests of our NEOs with those of our stockholders. Our pay-for-performance compensation philosophy and practices are intended to increase stockholder value. As a result, NEO compensation is heavily weighted towards providing equity awards that incentivize long-term stock price appreciation. Our long-term incentive (“LTI”) plan provides equity awards that may be subject to a service-based vesting condition (the “Service Condition”), a performance-based vesting condition (the “Performance Condition”), or both a Performance Condition and Service Condition to promote long-term stockholder value creation (equity awards subject to a Service Condition, “Service RSUs” and equity awards subject to a Performance Condition and Service Condition, “Performance RSUs”). Our STI program focuses on annual strategic metrics to grow sales and improve profitability. The connection between pay and performance is evidenced by our financial performance during Fiscal Year 2024. Highlights of our Fiscal Year 2024 financial performance include:
Peer Group Development and Use in Executive Compensation Decisions
Peer Group Development and Use in Executive Compensation Decisions The Compensation Committee considers publicly available compensation data from peer companies when setting pay levels for our NEOs. With support from Willis Towers Watson PLC (“WTW”), the Compensation Committee established a peer group composed of companies with similar financial characteristics and industry focus, including e-commerce, retail, and technology. Selection criteria included U.S.-based operations, publicly traded equity, and revenue generally between 0.5x and 2.0x of Chewy’s. This peer group served as the reference point for evaluating executive compensation for Fiscal Year 2024.
Peer Group Development and Use in Executive Compensation Decisions
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Fiscal Year 2024 Peer Group Companies
Fiscal Year 2024 Peer Group Companies
Fiscal Year 2024 Peer Group Companies
| Airbnb, Inc. | Expedia Group, Inc. | | Bath & Body Works, Inc. | Netflix, Inc. | | Best Buy Co., Inc. | Spotify Technology S.A. | | Booking Holdings, Inc. | Tractor Supply Company | | Carvana Co. | ULTA Beauty, Inc. | | DICK’s Sporting Goods, Inc. | Wayfair Inc. | | DoorDash, Inc. | Zoom Video Communications, Inc. | | eBay Inc. | |
Role of Compensation Consultant
Role of Compensation Consultant Management engages an independent compensation consultant to provide advice regarding compensation decisions for our executive officers and to assist management in evaluating our compensation objectives, obtain market information, and design various aspects of our compensation program. Specific responsibilities for 2024 included benchmarking NEO positions, assistance setting 2024 STI program and LTI plan metrics based on competitive market practices, and validation of Chewy’s peer group. Management has the sole authority to appoint, retain, or replace the independent compensation consultant. During Fiscal Year 2024, management initially engaged WTW as its independent compensation consultant and paid WTW $389,093 in aggregate fees for all services provided. Also during Fiscal Year 2024, management engaged Semler Brossy to replace WTW as the independent compensation consultant assisting in the same scope of work, and paid Semler Brossy $255,007 in aggregate fees for all services provided. Neither WTW’s nor Semler Brossy’s engagement raises any conflict of interest pursuant to SEC rules and the NYSE listing standards.
Annual Short-Term Incentive
Annual Short-Term Incentive In Fiscal Year 2024, we continued our annual STI program for our NEOs that is intended to establish a strong link between pay and performance by rewarding the achievement of annual financial and strategic objectives. 100% of the STI payment was based on the achievement of pre-established Company-level performance metrics. The performance metrics included goals related to net sales and adjusted EBITDA margin. These performance metrics were selected because they provide a balance of both top-line and bottom-line financial goals while also incenting responsible cash utilization. Our NEOs participate in the STI program at a target payout of 75% to 150% of eligible earnings, with a threshold payout of 50% and maximum payout of 200% of target to provide an additional incentive to meet or exceed the maximum threshold and to align our practice with the prevailing market practice. No STI payment is made if achievement of all performance goals is less than the threshold. The following table shows weighting, achievement level, weighted achievement with respect to each metric, and the total weighted achievement for the Fiscal Year 2024 STI program:
Annual Short-Term Incentive
| Metric | Weighting | Achievement (% of Target) | Weighted Achievement | | Net Sales Growth | 50% | 94% | 47% | | Adjusted EBITDA Margin | 50% | 200% | 100% | | Total | 100% | 147% | |
Annual Short-Term Incentive
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Annual Short-Term Incentive
STI payments for Fiscal Year 2024 were determined and paid to the NEOs during Fiscal Year 2025 and are included in the Non-Equity Incentive Plan Compensation column of the 2024 Summary Compensation Table. Ms. Bowman did not receive a STI payment for Fiscal Year 2024 because of her departure during Fiscal Year 2024. Based on a total weighted achievement of 147% of target, our NEOs received the following STI payments for Fiscal Year 2024:
Annual Short-Term Incentive
| NEO | Eligible Earnings(1) | Target % of Eligible Earnings | Award at Target | Achievement | Payout | | Sumit Singh | $1,246,154 | 150% | $1,869,231 | 147% | $2,743,657 | | David Reeder | $572,308 | 100% | $572,308 | 147% | $840,033 | | Satish Mehta | $493,269 | 100% | $493,269 | 147% | $724,021 |
Annual Short-Term Incentive
| (1) Eligible Earnings means the portion of the NEO’s base salary earned while in a STI eligible position and excludes any one-off bonus or other types of compensation. For Fiscal Year 2024, Eligible Earnings for Mr. Singh and Mr. Mehta reflected an additional biweekly pay period, while Eligible Earnings for Mr. Reeder reflected all base salary paid since date of hire. NEOs that departed the Company during Fiscal Year 2024 did not receive a STI payment. |
Long-Term Equity Incentives
Long-Term Equity Incentives We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. As such, most of the total compensation for our NEOs is stock-based compensation designed to create a strong link between pay and performance. The realized value of these equity awards over time has a direct relationship to our stock price and establishes an incentive for our NEOs to create sustainable, long-term value for our stockholders, while retaining our NEOs in a highly competitive market. As a variable and at-risk component of compensation, the amount realized from equity compensation will vary based on the long-term performance of the Company. Performance RSUs are only earned if the Performance Condition is achieved over the applicable performance periods and Service RSUs are only earned if the NEO satisfies the Service Condition. The Performance RSUs for our NEOs include goals related to net sales, adjusted EBITDA margin, and free cash flow, each with a threshold payment of 50%. The amount of the Performance RSUs are weighted 50% for net sales, 30% for adjusted EBITDA margin, and 20% for free cash flow. Outlined below are equity awards received by our NEOs in Fiscal Year 2024. In April 2024, Mr. Singh was granted 829,793 RSUs and 628,661 PRSUs in connection with performance awards and retention purposes. With respect to the RSUs, 18.94% vested on February 1, 2025, 16.85% vested on May 1, 2025, 4.74% will vest on August 1, 2025, 4.74% will vest on November 1, 2025, 12.12% will vest on December 1, 2025, 4.74% will vest on February 1, 2026, and 4.74% will vest on each three-month anniversary thereafter, subject to Mr. Singh’s continued employment with the Company through the applicable vesting date. In March 2025, the Company’s Compensation Committee certified the achievement of the performance condition for the April 2024 PRSUs, which resulted in 803,304 PRSUs that vest on February 1, 2027, subject to Mr. Singh’s continued employment through the vesting date. In April 2024, Mr. Reeder was granted 1,302,517 RSUs and 311,125 PRSUs in connection with new hire awards, performance awards, and retention purposes. With respect to the RSUs, 40.15% vested on February 1, 2025, 1.49% vested on May 1, 2025, 1.49% will vest on August 1, 2025, 1.49% will vest on November 1, 2025, 35.06% will vest on February 1, 2026, 1.49% vested on May 1, 2026, 1.49% will vest on August 1, 2026, 1.49% will vest on November 1, 2026, 7.13% will vest on February 1, 2027, 1.49% vested on May 1, 2027, 1.49% will vest on August 1, 2027, 1.49% will vest on November 1, 2027, and 4.23% will vest on February 1, 2028, subject to Mr. Reeder’s continued employment with the Company through the applicable vesting date. In March 2025, the Company’s Compensation Committee certified the achievement of the performance condition for the April 2024 PRSUs, which resulted in 397,556 PRSUs that vest on February 1, 2027, subject to Mr. Reeder’s continued employment through the vesting date.
Long-Term Equity Incentives
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Long-Term Equity Incentives
In April 2024, Mr. Mehta was granted 156,744 RSUs and 126,889 PRSUs in connection with performance awards and retention purposes. With respect to the RSUs, 20.24% vested on February 1, 2025, 14.58% vested on May 1, 2025, 5.06% will vest on August 1, 2025, 5.06% will vest on November 1, 2025, 9.52% will vest on December 1, 2025, 5.06% will vest on February 1, 2026 and 5.06% will vest on each three-month anniversary thereafter, subject to Mr. Mehta’s continued employment with the Company through the applicable vesting date. In March 2025, the Company’s Compensation Committee certified the achievement of the performance condition for the April 2024 PRSUs, which resulted in 162,139 PRSUs that vest on February 1, 2027, subject to Mr. Mehta’s continued employment through the vesting date. In April 2024, Ms. Bowman was granted 24,518 RSUs and 8,173 PRSUs, which were all forfeited in connection with Ms. Bowman’s departure during Fiscal Year 2024. Our NEOs are eligible to receive additional equity awards at the discretion of our Compensation Committee, but may or may not receive equity awards on an annual basis and, consequently, their compensation, as reported in the 2024 Summary Compensation Table below, may fluctuate materially from year to year depending on whether a grant was made in a particular year. Equity awards are subject to the provisions of the Company’s Clawback Policy and other policies implemented by the Company and/or in the applicable equity award agreement.
Non-qualified Deferred Compensation
Non-qualified Deferred Compensation We have a non-qualified deferred compensation plan (the “NQDCP”) to provide eligible employees the opportunity to defer compensation into the NQDCP. There are no employer contributions to the NQDCP. The NQDCP permits eligible employees to defer up to 50% of base salary and up to 80% of STI on a tax-advantaged basis. Amounts contributed by eligible employees to the NQDCP are fully vested at the time of contribution. As part of the NQDCP deferral election, the participant decides whether to receive distributions at a set date or upon the earliest of the participant’s death, disability, retirement, or separation from service or a change in control. Distributions from the participant’s account may generally be made either in a lump sum or consecutive annual installments over a period that may be
Non-qualified Deferred Compensation
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Non-qualified Deferred Compensation
between two years and ten years (or up to fifteen years for retirement-related distributions). The NQDCP is administered by our 401(k) Plan Committee. Although not legally required, we have chosen to fund the NQDCP liability by means of a rabbi trust. No NEOs participated in the NQDCP in Fiscal Year 2024.
Pension Benefits
Pension Benefits Our NEOs did not participate in, or earn any benefits under, any defined benefit pension or retirement plan sponsored by us during Fiscal Year 2024 (other than the 401(k) Plan as described above and in the 2024 Summary Compensation Table below).
Severance Benefits
Severance Benefits Mr. Singh’s employment agreement provides for certain severance benefits upon qualifying terminations. As of the end of Fiscal Year 2024, none of the other NEOs had an employment agreement. In connection with her resignation from the Company on August 9, 2024, the Company and Ms. Bowman entered into a separation agreement (the “Separation Agreement”) providing for a cash severance payment, subject to a general release of claims in favor of the Company. The Separation Agreement and the compensation that our NEOs could receive upon a qualifying termination or a change in control are described and quantified in the Potential Payments Upon Termination or Change in Control section below. Other than as described above and in the Employment Agreements and Potential Payments Upon Termination or Change in Control section, our NEOs are not entitled to severance payments or benefits upon a termination of employment.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company does not have a specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant such awards in the future, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table provides information with respect to the compensation of our NEOs for the fiscal years indicated:
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Sumit Singh Chief Executive Officer | FY24 | 1,246,154 | 23,889,477 | 2,743,657 | 1,438,112 | 29,317,400 | | | FY23 | 1,200,000 | 31,048,358 | 2,358,000 | 579,837 | 35,186,195 | | | FY22 | 1,200,000 | — | 900,000 | 381,735 | 2,481,735 | | David Reeder Chief Financial Officer | FY24 | 572,308 | 26,431,456 | 840,033 | 1,269 | 27,845,066 | | Satish Mehta Chief Technology Officer | FY24 | 493,269 | 4,645,909 | 724,021 | 6,789 | 5,869,988 | | | FY23 | 475,000 | 10,556,862 | 622,250 | 8,532 | 11,662,644 | | | FY22 | 475,000 | — | 356,250 | 9,150 | 840,400 | | Stacy Bowman Former Chief Financial Officer and Former Chief Accounting Officer | FY24 | 230,769 | 535,479 | — | 754,318 | 1,520,566 | | | FY23 | 400,000 | 1,753,183 | 393,000 | 9,248 | 2,555,431 |
2024 Summary Compensation Table
| (1) These amounts reflect the actual salary earned by each NEO during fiscal years 2022, 2023, and 2024. |
2024 Summary Compensation Table
| (2) These amounts reflect the aggregate grant date fair value of the RSUs and PRSUs awarded to the NEOs, as computed in accordance with ASC 718. For a discussion of the assumptions used in the calculation of the grant date fair value, refer to Part II, Item 8 “Financial Statements and Supplementary Data–Note 12 – Share-Based Compensation” of our Annual Report on Form 10-K for the fiscal year ended February 2, 2025. The PRSUs are subject to performance conditions for which the achievement is not known as of the grant date. If the highest level of performance conditions were achieved, the value of these awards for Fiscal Year 2024 would be $34,186,944, $31,527,683, $6,724,350, and $669,352, for Mr. Singh, Mr. Reeder, Mr. Mehta, and Ms. Bowman, respectively. |
2024 Summary Compensation Table
| (3) For Fiscal Year 2024, these amounts reflect payouts for performance under our 2024 STI program. For additional information regarding these amounts refer to Annual Short-Term Incentive in the Elements of NEO Compensation section above. |
2024 Summary Compensation Table
| (4) The amounts disclosed for Fiscal Year 2024 reflect the following for each NEO: For Mr. Singh, $6,196 of Company matching contributions made to his account under the 401(k) Plan, $1,007,442 for the value of certain personal security-related services, which included home security, security employees (including meals and incidentals for the security employees), and certain other security-related services (such as threat and risk monitoring), and $424,474 for two automobiles. For Mr. Reeder, $1,269 of Company matching contributions made to his account under the 401(k) Plan. For Mr. Mehta, $6,789 of Company matching contributions made to his account under the 401(k) Plan. For Ms. Bowman, $5,318 of Company matching contributions made to her account under the 401(k) Plan, $500,000 in compensation paid for a recognition award, and $249,000 in severance payments. |
2024 Summary Compensation Table
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2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table provides certain information with respect to grants of plan-based awards to our NEOs during Fiscal Year 2024.
2024 Grants of Plan-Based Awards
| Name | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock Awards(4) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | ($) | | Sumit Singh | — | $450,000 | $1,800,000 | $3,600,000 | — | — | — | — | $— | | | 4/4/2024 | — | — | — | — | — | — | 829,793 | $13,592,009 | | | 4/4/2024 | — | — | — | 62,866 | 628,661 | 1,257,322 | — | $10,297,467 | | David Reeder | — | $150,000 | $600,000 | $1,200,000 | — | — | — | — | $— | | | 4/4/2024 | — | — | — | — | — | — | 991,392 | $16,239,001 | | | 4/4/2024 | — | — | — | — | — | — | 311,125 | $5,096,228 | | | 4/4/2024 | — | — | — | 31,113 | 311,125 | 622,250 | — | $5,096,228 | | Satish Mehta | — | $118,750 | $475,000 | $950,000 | — | — | — | — | $— | | | 4/4/2024 | — | — | — | — | — | — | 156,744 | $2,567,467 | | | 4/4/2024 | — | — | — | 12,689 | 126,889 | 253,778 | — | $2,078,442 | | Stacy Bowman | — | $75,000 | $300,000 | $600,000 | — | — | — | — | $— | | | 4/4/2024 | — | — | — | — | — | — | 24,518 | $401,605 | | | 4/4/2024 | — | — | — | 817 | 8,173 | 16,346 | — | $133,874 |
2024 Grants of Plan-Based Awards
| (1) These amounts reflect the threshold, target, and maximum payouts under our 2024 STI program. For amounts actually earned by each NEO pursuant to our STI program for Fiscal Year 2024, refer to the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table above. The amounts are based on a percentage of expected eligible earnings at the beginning of Fiscal Year 2024 or, in the case of Mr. Reeder, when the individual was hired. Ms. Bowman did not receive a STI payment for Fiscal Year 2024 because of her departure during Fiscal Year 2024. For additional information regarding these amounts, refer to Annual Short-Term Incentive in the Elements of NEO Compensation section above. |
2024 Grants of Plan-Based Awards
| (2) These amounts reflect the threshold, target, and maximum payouts of Performance RSUs under our LTI plan, depending on whether specific performance goals are achieved. Earned awards can range from 0% to 200% of the target grant. For additional information regarding these amounts, refer to Long Term Equity Incentives in the Elements of NEO Compensation section above. |
2024 Grants of Plan-Based Awards
| (3) These amounts reflect the Service RSUs granted in Fiscal Year 2024. |
2024 Grants of Plan-Based Awards
| (4) These amounts reflect the aggregate grant date fair value of the RSUs and the PRSUs, as computed in accordance with ASC 718. For a discussion of the assumptions used in the calculation of the grant date fair value, refer to Part II, Item 8 “Financial Statements and Supplementary Data–Note 11 – Share-Based Compensation” of our Annual Report on Form 10-K for the fiscal year ended February 2, 2025. |
2024 Grants of Plan-Based Awards
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Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides certain information with respect to outstanding equity awards as of February 2, 2025:
Outstanding Equity Awards at 2024 Fiscal Year-End
| Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares of Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Sumit Singh | 1,160,590(4) | $45,239,798 | 628,661(7) | $24,505,206 | | David Reeder | 779,601(5) | $30,388,847 | 311,125(8) | $12,127,653 | | Satish Mehta | 223,773(6) | $8,722,672 | 126,889(9) | $4,946,133 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) These amounts reflect (i) Performance RSUs that have met the Performance Condition and are subject to the Service Condition, and (ii) Service RSUs, each as described in the Long-Term Equity Incentives in the Elements of NEO Compensation section above. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) These amounts reflect the closing price of our Class A common stock on the NYSE on January 31, 2025 (the last trading day of Fiscal Year 2024), which was $38.98. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) These amounts reflect Performance RSUs as described in the Long-Term Equity Incentives in the Elements of NEO Compensation section above. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) Consists of (i) 134,040 Service RSUs that will vest 25% on August 1, 2025 and on each six-month anniversary thereafter, (ii) 672,628 Service RSUs that vested 21% on May 1, 2025, will vest 6% on August 1, 2025, 6% on November 1, 2025, 15% on December 1, 2025, 6% on February 2026 and on each three-month anniversary thereafter, (iii) 32,228 Service RSUs that will vest on February 1, 2026, and (iv) 321,694 Performance RSUs that will vest on February 1, 2026, each subject to Mr. Singh’s continued employment through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) Consists of (i) 546,257 Service RSUs that will vest 80% on February 1, 2026, 13% on February 1, 2027, and 7% on February 1, 2028 and (ii) 233,344 Service RSUs that vested 8% on May 1, 2025 and will vest 8% on each three-month anniversary thereafter, each subject to Mr. Reeder’s continued employment through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (6) Consists of (i) 27,056 Service RSUs that will vest 25% on August 1, 2025 and on each six-month anniversary thereafter, (ii) 125,022 Service RSUs that vested 18% on May 1, 2025, will vest 6% on August 1, 2025, 6% on November 1, 2025, 12% on December 1, 2025, 6% on February 2026, and on each three-month anniversary thereafter, (iii) 6,764 Service RSUs that will vest on February 1, 2026, and (iv) 64,931 Performance RSUs that will vest on February 1, 2026, each subject to Mr. Mehta’s continued employment through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (7) Consists of 628,661 Performance RSUs that will vest on February 1, 2027 contingent on the achievement of the Performance Condition and Mr. Singh’s continued employment through the vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (8) Consists of 311,125 Performance RSUs that will vest on February 1, 2027 contingent on the achievement of the Performance Condition and Mr. Reeder’s continued employment through the vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (9) Consists of 126,889 Performance RSUs that will vest on February 1, 2027 contingent on the achievement of the Performance Condition and Mr. Mehta’s continued employment through the vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
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2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested The following table provides certain information with respect to shares acquired by our NEOs upon the vesting of stock awards in Fiscal Year 2024:
2024 Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Sumit Singh | 1,333,211 | 37,258,444 | | David Reeder | 522,916 | 20,383,266 | | Satish Mehta | 262,218 | 7,369,790 | | Stacy Bowman | 40,841 | 686,212 |
2024 Option Exercises and Stock Vested
| (1) These amounts reflect Performance RSUs and Service RSUs as described in the Long-Term Equity Incentives in the Elements of NEO Compensation section above. |
2024 Option Exercises and Stock Vested
| (2) The value realized upon vesting has been calculated by multiplying the gross number of shares acquired on vesting by the closing price of our Class A common stock on the NYSE on the vesting date. Therefore, the amounts shown in this column do not represent the actual amounts paid to or realized by the NEO during Fiscal Year 2024. These amounts include a vesting event occurring in the 53rd week of Fiscal Year 2024, with a vesting date fair value of $4,400,374, $20,383,266, and $21,669,606 for Mr. Mehta, Mr. Reeder, and Mr. Singh, respectively. |
2024 Non-Qualified Deferred Compensation
2024 Non-Qualified Deferred Compensation The following table provides certain information with respect to contributions and earnings credited to the accounts of our NEOs under the non-qualified deferred compensation plan in Fiscal Year 2024:
2024 Non-Qualified Deferred Compensation
| Name | Executive Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Balance at Last FYE ($) | | Satish Mehta | — | 33,234 | 289,386 |
2024 Non-Qualified Deferred Compensation
| (1) These amounts are included in the Fiscal Year 2024 compensation in the “Salary” column of the Summary Compensation Table. |
2024 Non-Qualified Deferred Compensation
| (2) None of these amounts are included in the Summary Compensation Table because earnings were not above-market or preferential, as credited earnings on NQDCP contributions are tied to changes in the value of publicly traded investment funds. |
2024 Non-Qualified Deferred Compensation
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Employment Agreements and Potential Payments Upon Termination or Change in Control
Employment Agreements and Potential Payments Upon Termination or Change in Control Mr. Singh is eligible for severance payments and benefits described in this section pursuant to his employment agreement. Mr. Singh entered into his employment agreement in May 2018, which was amended and restated in June 2019. As of the end of Fiscal Year 2024, Mr. Reeder and Mr. Mehta did not have an employment agreement. All severance payments are contingent upon the executive’s timely execution and non-revocation of a general release of claims.
Potential Payments Upon Termination or Change in Control Table
Potential Payments Upon Termination or Change in Control Table The following table discloses estimates of the potential payments and benefits, other than those available generally on a nondiscriminatory basis to all salaried employees, provided upon a Change in Control or termination of employment for each of the NEOs, calculated as if the Change in Control and/or termination of employment occurred on February 2, 2025.
Potential Payments Upon Termination or Change in Control Table
| Name | Involuntary Termination (not for Cause; Good Reason) w/ no Change in Control ($)(1) | Change in Control no Termination ($)(2) | Involuntary Termination (not for Cause) in Connection with a Change in Control ($)(3) | Death or Disability ($)(4) | | Sumit Singh | | | | | | Cash Payments | 2,414,187 | — | 4,818,916 | — | | Accelerated Equity Vesting | 27,898,002 | 69,745,004 | 69,745,004 | 30,374,658 | | Total | 30,312,189 | 69,745,004 | 74,563,920 | 30,374,658 | | David Reeder | | | | | | Accelerated Equity Vesting | — | 42,516,500 | 42,516,500 | — | | Total | — | 42,516,500 | 42,516,500 | — | | Satish Mehta | | | | | | Accelerated Equity Vesting | — | 13,668,805 | 13,668,805 | — | | Total | — | 13,668,805 | 13,668,805 | — |
Potential Payments Upon Termination or Change in Control Table
All equity amounts in the above table reflect full vesting and a closing stock price of $38.98 as of January 31, 2025 (the last trading day of Fiscal Year 2024).
Potential Payments Upon Termination or Change in Control Table
| (1) For Mr. Singh, this amount includes (i) cash payments and (ii) partial accelerated vesting of the Service Condition for Performance RSUs, both as outlined in Involuntary Termination of Employment Not Involving a Change in Control in the Employment Agreements and Potential Payments Upon Termination or Change in Control section above. |
Potential Payments Upon Termination or Change in Control Table
| (2) These amounts reflect accelerated vesting of the Service Condition upon a Change in Control for each NEO’s respective Performance RSUs as described in Long-Term Equity Incentives in the Elements of NEO Compensation section above. These amounts are single-trigger. |
Potential Payments Upon Termination or Change in Control Table
| (3) For Mr. Singh, this amount includes (i) double-trigger cash payments for termination of employment without cause or for good reason within three (3) months before or twelve (12) months following a “Change in Control,” as described in Involuntary Termination of Employment Not Involving a Change in Control in the Employment Agreements and Potential Payments Upon Termination or Change in Control section above, and (ii) single-trigger accelerated vesting of the Service Condition upon a Change in Control for Performance RSUs as described in Long-Term Equity Incentives in the Elements of NEO Compensation section above. For Mr. Reeder and Mr. Mehta, this amount includes single-trigger accelerated vesting of the Service Condition upon a Change in Control for Performance RSUs as described in Long-Term Equity Incentives in the Elements of NEO Compensation section above. |
Potential Payments Upon Termination or Change in Control Table
| (4) These amounts reflect partial accelerated vesting of the Service Condition for Mr. Singh’s Performance RSUs as described in Death or Disability and Restrictive Covenants in the Employment Agreements and Potential Payments Upon Termination or Change in Control section above. |
Potential Payments Upon Termination or Change in Control Table
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CEO Pay Ratio
CEO Pay Ratio The Company is providing the information below to comply with Item 402(u) of Regulation S-K.
Supplemental CEO Pay Ratio
Supplemental CEO Pay Ratio In order to give additional context to the Fiscal Year 2024 CEO pay ratio reported above and our Chief Executive Officer’s annual total compensation for Fiscal Year 2024, we are providing a supplemental pay ratio that compares Mr. Singh’s annual total compensation for Fiscal Year 2024, excluding the Fiscal Year 2024 award granted to him under Chewy’s long-term incentive plan, to the Median Employee’s annual total compensation. For a discussion about this award, refer to the Long Term Equity Incentives in the Elements of NEO Compensation section above. After excluding the value of this award as reported in the Summary Compensation Table, Mr. Singh’s annual total compensation was $5,427,923. The resulting supplemental pay ratio is 125:1.
Evaluating the CEO Pay Ratio Disclosure
Evaluating the CEO Pay Ratio Disclosure Similar to other organizations with sizable distribution and customer service workforces, as well as the flexibility allowed by the SEC in calculating these ratios, Chewy’s ratios may not be comparable to ratios of other companies.
Evaluating the CEO Pay Ratio Disclosure
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Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following pay versus performance table to illustrate the relationship between executive compensation actually paid and certain of the Company’s financial performance measures. For information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with its performance, refer to the Compensation Discussion and Analysis section above.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | Summary Compensation Table (“SCT”) Total for Principal Executive Officer (“PEO”) (b)(1) | Compensation Actually Paid (“CAP”) to PEO (c)(2) | Average SCT Total for non-PEO NEOs (d)(1) | Average CAP to non-PEO NEOs (e)(2) | Total Shareholder Return (“TSR”) (f)(3) | Peer Group TSR (g)(4) | Net Income (Loss)(7) (in millions) (h)(5) | Net Sales(7) (in millions) (i)(6) | | 2024 | $29,317,400 | $80,046,176 | $11,745,207 | $26,694,754 | $147.04 | $205.68 | $392.7 | $11,861.3 | | 2023 | $35,186,195 | $32,600,316 | $3,821,594 | $1,288,780 | $73.10 | $145.07 | $39.6 | $11,147.7 | | 2022 | $2,481,735 | $(2,550,628) | $896,717 | $(984,632) | $173.18 | $76.96 | $49.9 | $10,119.0 | | 2021 | $12,450,338 | $(85,796,398) | $2,242,415 | $(32,080,908) | $165.79 | $84.41 | $(75.2) | $8,967.4 | | 2020 | $3,027,525 | $181,666,232 | $1,274,216 | $65,584,171 | $384.08 | $168.83 | $(92.5) | $7,146.3 |
Pay Versus Performance
| (1) Included in column (b) are the total compensation amounts reported in the Summary Compensation Table for Mr. Singh, our PEO for each of the fiscal years presented. Included in column (d) are the average total compensation amounts for non-PEO NEOs reported in the Summary Compensation Table. Our non-PEO NEOs for fiscal years 2020, 2021, and 2022, include Mr. Marte, Mr. Mehta, and Ms. Helfrick. Our non-PEO NEOs for Fiscal Year 2023 include Mr. Marte, Mr. Mehta, Ms. Helfrick, Ms. Bowman, and Mr. Morant. Our non-PEO NEOs for Fiscal Year 2024 include Mr. Reeder, Mr. Mehta, and Ms. Bowman. |
Pay Versus Performance
| (2) Included in columns (c) and (e) are CAP and average CAP to the PEO and the non-PEO NEOs, respectively, for each of the fiscal years presented. To calculate CAP and average CAP, amounts in columns (b) and (d) are adjusted in accordance with Item 402(v) of Regulation S-K requirements and are presented in the tables below. These amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our non-PEO NEOs for each of the fiscal years presented. |
Pay Versus Performance
| PEO SCT to CAP Reconciliation | | | | | | | | Fiscal Year | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Total | $29,317,400 | $35,186,195 | $2,481,735 | $12,450,338 | $3,027,525 | | Less value of Stock Awards reported in SCT | (23,889,477) | (31,048,358) | — | (10,106,250) | — | | Plus year-end fair value of outstanding and unvested equity awards granted in the year | 50,724,245 | 31,209,397 | — | 5,493,750 | — | | Plus (less) year over year change in fair value of outstanding and unvested equity awards granted in prior years | 9,427,335 | — | 854,397 | (64,828,925) | 140,610,021 | | Plus (less) year over year change in fair value of equity awards granted in prior years that vested in the year | 8,340,381 | (2,746,918) | (5,886,760) | (28,805,311) | 38,028,686 | | Plus fair value as of vesting date of equity awards granted and vested in the year | 6,126,292 | — | — | — | — | | CAP Total | $80,046,176 | $32,600,316 | $(2,550,628) | $(85,796,398) | $181,666,232 |
Pay Versus Performance
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Pay Versus Performance
| Average of Non-PEO NEOs SCT to CAP Reconciliation | | | | | | | | Fiscal Year | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Total | $11,745,207 | $3,821,594 | $896,717 | $2,242,415 | $1,274,216 | | Less value of Stock Awards reported in SCT | (10,537,614) | (3,284,969) | — | (1,347,500) | — | | Plus year-end fair value of outstanding and unvested equity awards granted in the year | 17,445,330 | 1,412,899 | — | 732,500 | — | | Plus (less) year over year change in fair value of outstanding and unvested equity awards granted in prior years | 642,118 | (61,656) | 279,816 | (23,338,392) | 50,619,617 | | Plus (less) year over year change in fair value of equity awards granted in prior years that vested in the year | 520,322 | (723,564) | (2,161,165) | (10,369,931) | 13,690,338 | | Plus fair value as of vesting date of equity awards granted and vested in the year | 7,206,596 | 173,563 | — | — | — | | Less prior year-end fair value for any equity awards forfeited in the year | (327,205) | (49,087) | — | — | — | | CAP Total | $26,694,754 | $1,288,780 | $(984,632) | $(32,080,908) | $65,584,171 |
Pay Versus Performance
| (3) Based on an initial fixed investment of $100 on January 31, 2020, the last business day of our 2019 fiscal year. |
Pay Versus Performance
| (4) Represents the Dow Jones Internet Commerce Index, which we consider to be our peer group under Regulation S-K Item 201(e), as presented in our 2024 Annual Report. Based on an initial fixed investment of $100 on January 31, 2020, the last business day of our 2019 fiscal year. TSR is weighted according to each peer company’s stock market capitalization at the beginning of each period for which a return is indicated. |
Pay Versus Performance
| (5) Represents our net income (loss) amounts for each of the years presented as reported in the respective annual report on Form 10-K. |
Pay Versus Performance
| (6) We have selected net sales as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link the CAP of our NEOs to company performance for Fiscal Year 2024. |
Pay Versus Performance
| (7) Consistent with the Company's Annual Report on Form 10-K for Fiscal Year 2024, the Company has updated historical comparative periods to reflect the operations of Chewy Pharmacy KY beginning with the Company's 2021 Fiscal Year. Any historical comparatives prior to Fiscal Year 2021 are consistent with previously reported financial information. |
Pay Versus Performance
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Pay Versus Performance Comparative Disclosure
Pay Versus Performance Comparative Disclosure The following graphs illustrate the relationship between CAP as disclosed in the Pay Versus Performance table and (i) the Company’s cumulative TSR, (ii) the peer group’s cumulative TSR, (iii) the Company’s net income (loss), and (iv) net sales. CAP reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, grant and vesting date fair values, and projected performance modifiers, but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price volatility and varying levels of projected and actual achievement of performance goals.
Compensation Actually Paid versus Company TSR and Peer Group TSR
Compensation Actually Paid versus Company TSR and Peer Group TSR
Compensation Actually Paid versus Company TSR and Peer Group TSR
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Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Sales
Compensation Actually Paid and Net Sales
Compensation Actually Paid and Net Sales
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