DEF 14A of Chewy, Inc.
Filed May 22, 2026 · FY20250001140361-26-022529
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 18, 2026.
Board of Directors
| Director Name | Public Company | Public Company | | Deborah Ellinger | Synchrony Financial | | | Martin H. Nesbitt | American Airlines, Inc.(1)(3) | Phoenix Education Partners, Inc. | | 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
Of our total number of fourteen directors, we have five directors who self-identified as an ethnic minority and three directors who self-identified as female.
Board of Directors
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Board of Directors
The following table sets forth select director information as of May 18, 2026:
Board of Directors
| Name | Age | Class | Director Since | Current Term Expires | Position | Committee Membership | | | | | | | | | | AC | CC | NCGC | | Marco Castelli(1) | 44 | I | 2022 | 2026 | Director | | | | | James Nelson(2) | 76 | I | 2021 | 2026 | Director | ☆ | | | | Martin H. Nesbitt(3) | 63 | I | 2020 | 2026 | Director | | | | | Raymond Svider(4) | 63 | I | 2019 | 2026 | Chairperson | | ☆ | ☆ | | Nat Goldhaber(5) | 78 | I | 2025 | 2026 | Director | | | | | Fahim Ahmed(6) | 47 | II | 2019 | 2027 | Director | | ✓ | ✓ | | Michael Chang(7) | 49 | II | 2019 | 2027 | Director | | | ✓ | | Kristine Dickson(8) | 48 | II | 2021 | 2027 | Director | ✓ | | | | Deborah Ellinger(9) | 67 | II | 2025 | 2027 | Director | | | | | James A. Star(10) | 65 | II | 2019 | 2027 | Director | ✓ | | | | Mathieu Bigand(11) | 35 | III | 2022 | 2028 | Director | | | | | David Leland(12) | 51 | III | 2019 | 2028 | Director | | | | | Lisa Sibenac(13) | 45 | III | 2019 | 2028 | Director | | | | | Sumit Singh(14) | 46 | III | 2019 | 2028 | Director and CEO | | | | | Number of fiscal year 2025 meetings | | | | | | 5 | 3 | 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
| (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. |
Director Biographies
Director Biographies Set forth below is information, as of May 15, 2026, regarding our directors and director nominees. We have provided the most relevant experiences, qualifications, attributes and skills that support the conclusion that each director or director nominee should serve as a director in light of our business and operations.
Director Biographies
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Nominees for Election to a Three-Year Term Expiring at the 2026 Annual Meeting
Nominees for Election to a Three-Year Term Expiring at the 2026 Annual Meeting Marco Castelli. Mr. Castelli currently serves as a Partner at BC Partners. Before joining BC Partners in 2006, he worked as a management consultant at Bain & Company, a management consulting firm, from 2005 to 2006. Mr. Castelli currently serves on the board of directors of MBE Worldwide, a shipping and fulfillment services provider and Pug Holdco, a pet products brand. He previously served on the boards of directors of IMA, an automation machinery manufacturer; Forno d’Asolo, a frozen bakery products manufacturer; DentalPro, a dental care services company; and Cigierre, 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 include extensive finance, investments and venture capital experience. James Nelson. Mr. Nelson currently serves as Chief Financial Officer of Roman DBDR Acquisition Corp. III, a special purpose acquisition company, a position he has held since March 2026. Since 2024, he has served on the board of directors of Roman DBDR Acquisition Corp. II, also a special purpose acquisition company, where he serves as Chairman of the audit committee. Previously, Mr. Nelson served as Senior Advisor at MGM Resorts International, a global entertainment and hospitality company, from March 2024 to August 2025. Mr. Nelson has served on the boards of directors of several publicly traded companies in the past, including Xerox Holdings Corporation, a technology products and services company, from 2021 to 2023, where he also served as Chairman from 2022 to 2023; Global Net Lease, Inc., a real estate investment trust, from 2017 to 2024, where he also served as Chief Executive Officer during the same period and was a member of the audit committee from March 2017 to July 2017; 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. From 1986 to 2009, Mr. Nelson served as Chairman and Chief Executive Officer of Eaglescliff Corporation, a specialty investment banking, consulting and wealth management company. From 1998 to 2003, he served as Chairman and Chief Executive Officer of Orbit Aviation, Inc., a company engaged in acquiring Boeing business jets for private and corporate clients. From 1995 to 1999, he served as Chief Executive Officer and Co-Chairman of Orbitex Management, Inc., a financial services company. Mr. Nelson’s individual qualifications and background 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, LP, a private investment firm focused on the education, healthcare and financial services industries, a position he has held since 2013. From 1996 to 2012, Mr. Nesbitt served as 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 served as an officer at Pritzker Realty Group, L.P., a commercial real estate firm and as an Investment Manager at LaSalle Partners, a real estate services company. Mr. Nesbitt has served 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. He also serves on the board of directors of Phoenix Education Partners, Inc., a postsecondary education holding company, since 2025. Mr. Nesbitt previously served on the boards of directors 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 serves as Chairman of the Barack Obama Foundation and is a Trustee of the Museum of Contemporary Art Chicago. He previously served as Chairman of the Chicago Housing Authority, as a board member of the Chicago 2016 Olympic Committee and as Treasurer for President Barack Obama’s 2008 and 2012 presidential campaigns. 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.
Nominees for Election to a Three-Year Term Expiring at the 2026 Annual Meeting
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Nominees for Election to a Three-Year Term Expiring at the 2026 Annual Meeting
Mr. Nesbitt’s individual qualifications and background 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. 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 has served as Non-Executive Chairman of PetSmart LLC, a pet products and services retailer (“PetSmart”), since 2015 and as Chairman of Madison Logic, Inc., a digital marketing company, since 2022. Mr. Svider also serves on the board of directors 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; Valtech SE, a global digital agency, since 2021; and EAB Global, Inc., an educational technology company, since 2017. Mr. Svider previously served on the boards of directors of NAVEX Global, 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 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 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 an honorary Doctor of Education degree from Maharishi University of Management, a Master of Arts degree in Education from the University of California, Berkeley and a Bachelor of Arts degree in Interdisciplinary Studies from Maharishi International University. Mr. Goldhaber’s individual qualifications and background include business acumen and extensive investments and venture capital experience.
Directors Continuing in Office Until the 2027 Annual Meeting
Directors Continuing in Office Until the 2027 Annual Meeting Fahim Ahmed. Mr. Ahmed currently serves as 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 board of directors 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
Directors Continuing in Office Until the 2027 Annual Meeting
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Directors Continuing in Office Until the 2027 Annual Meeting
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 include extensive accounting, compensation and finance experience and in-depth knowledge of the retail, telecommunications and technology industries. Michael Chang. Mr. Chang currently serves as a Partner at BC Partners LLP. Before joining BC Partners in 2009, he served as Principal at JLL Partners, LLC, a private equity firm, from 1999 to 2009. Mr. Chang currently serves on the boards of directors 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; PetLab, a pet supplements company; 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 include extensive finance experience and in-depth knowledge of the healthcare and retail industries. Kristine Dickson. Ms. Dickson most recently served as Chief Financial Officer of Flexible Finance, Inc., a financial technology company, and continues to serve as an advisor to the company. She previously served as Chief Financial Officer and Chief Lending Officer of Lead Bank, a commercial bank, from 2022 to 2025, and as Chief Financial Officer of post-reorganization Lehman Brothers Holdings Inc., a financial services company, from 2016 to 2022. She previously served as Chief Administrative Officer of Lehman Brothers Holdings Inc. from 2012 to 2015. From 2008 to 2012, Ms. Dickson served as Northeast Regional Financial Officer at Willis Towers Watson, a professional consulting and services company, where she also served as Director of Financial Planning and Analysis from 2006 to 2008 and Vice President, Mergers and Acquisitions from 2001 to 2006. Ms. Dickson also worked in the Mergers and Acquisitions and Telecom Investment Banking groups at Citigroup Inc., a financial services company. Ms. Dickson holds a Bachelor of Science degree in Computer Systems Engineering from Stanford University. Ms. Dickson’s individual qualifications and background 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 Chief Executive Officer and experienced board member with extensive expertise in the consumer products and solutions industry, including the pet sector. Since 2018, Ms. Ellinger has served as a Senior Advisor with Boston Consulting Group, 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 Chief Executive Officer 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 served as 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 served as a Managing Director and Partner at Boston Consulting Group from 1990 to 1999. Ms. Ellinger has served on the board of directors of Synchrony Financial, a consumer financial services company, since 2025, where she is a member of the risk and technology committees. Ms. Ellinger previously served on the boards of directors of Tupperware, a manufacturer of home goods, from 2021 to 2023; iRobot, a manufacturer of consumer robots, from 2011 to 2023; Covetrus, a distributor of software and products for veterinarians, from 2019 to 2022; Interpublic Group, a global advertising and marketing services company, from 2015 to 2017; National Life Group, a life insurance company, from 2007 to 2014; Sealy Corporation, a bedding manufacturer, from 2013 to 2020; and Malden Mills, a textile manufacturer, from 2003 to 2006. Ms. Ellinger holds a Bachelor of Arts degree and a Master of Arts degree from the University of Cambridge in the United Kingdom and is a non-practicing Barrister-at-Law. Ms. Ellinger’s individual qualifications and background 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 currently serves as 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, a multi-strategy investment firm that invests on behalf
Directors Continuing in Office Until the 2027 Annual Meeting
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Directors Continuing in Office Until the 2027 Annual Meeting
of individuals, trusts and charitable foundations (“Longview”), 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 served as Vice President of Henry Crown and Company, a private family office affiliated with Longview, from 1994 to 2023. Mr. Star serves as Non-Executive Chairman of Atreides Management, a technology-focused investment firm. Mr. Star previously served as a trustee of Equity Commonwealth, a publicly traded real estate investment trust, where he chaired the nominating and governance committee and was a member of the compensation committee. Mr. Star also 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 from 2014 to 2019. Mr. Star has also 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 the Kellogg Graduate School of Management at Northwestern University. Mr. Star’s individual qualifications and background include extensive accounting, compliance, corporate governance, finance and investment experience and in-depth knowledge of the e-commerce and retail industries.
Directors Continuing in Office Until the 2028 Annual Meeting
Directors Continuing in Office Until the 2028 Annual Meeting Mathieu Bigand. Mr. Bigand currently serves as Managing Director at BC Partners. Before joining BC Partners in 2019, he 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 board of directors of PetSmart and Women’s Care Enterprises, LLC, a healthcare services company, and previously served on the board of directors 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 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 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 previously served on the board of directors 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 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, 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 has served on the board of directors of Madison Logic, Inc., a digital marketing company. She previously served on the boards of directors 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 degree in Mechanical Engineering from the University of Notre Dame and a Master of Business Administration degree from Harvard Business School. Ms. Sibenac’s individual qualifications and background 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 our Chief Executive Officer since March 2018 and as a Director on our board of directors since April 2019. He also served as our Chief Operating Officer from September 2017 to March 2018. In 2020, he was inducted into the Bloomberg 50 List of Global Leaders. Prior to joining Chewy, Mr. Singh held senior leadership positions at Amazon, Inc. (“Amazon”), where from 2015 to 2017, he served as Worldwide Director of Amazon’s Consumables (i.e., fresh and pantry) businesses and, from 2013 to 2015, as General Manager for Amazon’s North American merchant
Directors Continuing in Office Until the 2028 Annual Meeting
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Directors Continuing in Office Until the 2028 Annual Meeting
fulfillment and third-party businesses. Prior to Amazon, Mr. Singh served in senior management positions at Dell Technologies, Inc. Mr. Singh has served on the board of directors of Booking Holdings Inc. since April 2022. Mr. Singh holds a Bachelor of Technology degree from Punjab Technical University and a Master of Science degree in Engineering from the University of Texas at Austin, where, in 2019, he was inducted into the Academy of Distinguished Alumni for outstanding achievement. He also holds a Master of Business Administration degree from the University of Chicago, Booth School of Business. Mr. Singh’s individual qualifications and background include in-depth knowledge of our challenges and opportunities, the e-commerce and retail sectors and extensive operational and strategic experience.
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 $7,000 for director educational expenses for each twelve-month period between annual stockholder meetings. We also extend our employee discount to our directors, allowing them to receive a 20% discount on most Chewy orders. Our Director Compensation and Educational Expense Reimbursement Policy was designed to attract and retain high quality independent directors and is periodically reviewed by our Compensation Committee and Nominating and Corporate Governance Committee. Our independent directors are subject to stock ownership requirements as set forth below under section entitled “Stock Ownership Guidelines.”
Director Compensation
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2025 Director Compensation
2025 Director Compensation The following table provides information regarding compensation of our independent directors for their service as a director for Fiscal Year 2025. Non-independent directors received no compensation for their service as a director. Mr. Singh serves as a director and as Chief Executive Officer of the Company. His compensation is shown in the table entitled “Summary Compensation Table” and the related tables under the section entitled “Compensation Tables”.
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Kristine Dickson(3) | 88,750 | 186,063 | 274,813 | | James Nelson(4) | 108,750 | 186,063 | 294,813 | | Martin H. Nesbitt(5) | 68,750 | 186,063 | 254,813 | | James A. Star(6) | 88,750 | 186,063 | 274,813 | | Deborah Ellinger(7) | 60,701 | 186,063 | 246,764 | | Nat Goldhaber(8) | 48,958 | 186,063 | 235,021 |
2025 Director Compensation
| (1) The amounts reflected in this column represent the grant date fair value of the awards made in Fiscal Year 2025, 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 2025. |
2025 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. |
2025 Director Compensation
| (3) Ms. Dickson was granted 4,921 Director RSUs in Fiscal Year 2025, 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. |
2025 Director Compensation
| (4) Mr. Nelson was granted 4,921 Director RSUs in Fiscal Year 2025. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company. |
2025 Director Compensation
| (5) Mr. Nesbitt was granted 4,921 Director RSUs in Fiscal Year 2025. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company. |
2025 Director Compensation
| (6) Mr. Star was granted 4,921 Director RSUs in Fiscal Year 2025. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company. |
2025 Director Compensation
| (7) Ms. Ellinger was granted 4,921 Director RSUs in Fiscal Year 2025. The Director RSUs vest on the date of the Annual Meeting, subject to her continued service with the Company. Ms. Ellinger received a cash fee of $150,000 for her service as chair on a special litigation committee. |
2025 Director Compensation
| (8) Mr. Goldhaber was granted 4,921 Director RSUs in Fiscal Year 2025. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company. Mr. Goldhaber received a cash fee of $100,000 for his service on a special litigation committee. |
PROPOSAL 1: Election of Directors
PROPOSAL 1: Election of Directors There are five directors in class I with terms of office expiring at our Annual Meeting. Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, Raymond Svider, Marco Castelli, Nat Goldhaber, James Nelson and Martin H. Nesbitt 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 2029 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. Svider, Mr. Castelli, Mr. Goldhaber, Mr. Nelson, and Mr. Nesbitt 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 five 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 2025 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, “PRSUs”). 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 2025. Highlights of our Fiscal Year 2025 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 Semler Brossy, 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 2025.
Peer Group Development and Use in Executive Compensation Decisions
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Fiscal Year 2025 Peer Group Companies
Fiscal Year 2025 Peer Group Companies
Fiscal Year 2025 Peer Group Companies
| Bath & Body Works, Inc. | eBay Inc. | Spotify Technology S.A. | | Best Buy Co., Inc. | Etsy, Inc. | Tractor Supply Company | | Booking Holdings, Inc. | Expedia Group, Inc. | ULTA Beauty, Inc. | | Carvana Co. | Maplebear, Inc. (DBA Instacart) | Wayfair Inc. | | DICK’s Sporting Goods, Inc. | Petco Health and Wellness Company, Inc. | Williams-Sonoma, Inc. | | DoorDash, Inc. | Signet Jewelers Limited | |
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 2025 included benchmarking NEO positions, assistance setting 2025 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 2025, management engaged Semler Brossy. Semler Brossy’s engagement does not raise any conflict of interest pursuant to SEC rules and the NYSE listing standards.
Annual Short-Term Incentive
Annual Short-Term Incentive In Fiscal Year 2025, 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% per metric 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. Due to his career level, Mr. Billings’ STI payout is partially determined by an individual performance modifier tied to his annual performance rating, where he receives a standard payout if expectations are met, and the modifier can range from 0% for low performance to above 100% for top performance based on the Fiscal Year 2025 distribution. 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 2025 STI program:
Annual Short-Term Incentive
| Metric | Weighting | Achievement (% of Target) | Weighted Achievement | | Net Sales Growth | 50.00% | 200.00% | 100.00% | | Adjusted EBITDA Margin | 50.00% | 153.72% | 76.86% | | Total | 100.00% | | 176.86% |
Annual Short-Term Incentive
STI payments for Fiscal Year 2025 were determined and paid to the NEOs during Fiscal Year 2026 and are included in the Non-Equity Incentive Plan Compensation column of the 2025 Summary Compensation Table. Based on a total weighted achievement of 176.86% of target, our NEOs received the following STI payments for Fiscal Year 2025:
Annual Short-Term Incentive
| NEO(1) | Eligible Earnings(2) | Target % of Eligible Earnings | Award at Target | Achievement | Payout(3) | | Sumit Singh | $1,200,000 | 150.00% | $1,800,000 | 176.86% | $3,183,480 | | William Billings(3) | $400,000 | 75.00% | $300,000 | 194.55% | $583,638 |
Annual Short-Term Incentive
| (1) Messrs. Reeder and Mehta did not receive STI payments due to their departures from the Company. |
Annual Short-Term Incentive
| (2) 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. |
Annual Short-Term Incentive
| (3) Mr. Billings’ Achievement reflects an individual performance multiplier to his STI payment for Fiscal Year 2025, which he is eligible for due to his career level, resulting in a 10% increase to his payout. |
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, a significant portion 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. PRSUs 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 PRSUs for our NEOs include goals related to net sales, adjusted EBITDA margin and free cash flow, each with a threshold payment of 50%. The PRSUs are weighted 50% for net sales, 30% for adjusted EBITDA margin and 20% for free cash flow.
Long-Term Equity Incentives
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Long-Term Equity Incentives
Outlined below are equity awards received by our NEOs in Fiscal Year 2025. In April 2025, Mr. Singh was granted 307,660 RSUs and 307,660 PRSUs in connection with performance awards and retention purposes. With respect to the RSUs, 25.00% vested on March 1, 2026 and 6.25% 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 2026, the Company’s Compensation Committee certified the achievement of the performance condition for the April 2025 PRSUs, which resulted in 526,284 PRSUs that vest on March 1, 2028, subject to Mr. Singh’s continued employment through the vesting date. In April 2025, Mr. Reeder was granted 152,261 RSUs and 152,261 PRSUs in connection with performance awards and retention purposes, which were all forfeited in connection with his departure during Fiscal Year 2025. In April 2025, Mr. Mehta was granted 62,097 RSUs and 62,097 PRSUs in connection with performance awards and retention purposes, which were all forfeited in connection with his departure in February 2026. In April 2025, Mr. Billings was granted 25,377 RSUs and 8,459 PRSUs in connection with performance awards and retention purposes. With respect to the RSUs, 25.00% vested on March 1, 2026 and 6.25% will vest on each three-month anniversary thereafter, subject to Mr. Billings’ continued employment with the Company through the applicable vesting date. In March 2026, the Company’s Compensation Committee certified the achievement of the performance condition for the April 2025 PRSUs, which resulted in 14,470 PRSUs that vest on March 1, 2028, subject to Mr. Billings’ continued employment through the vesting date. 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 2025 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 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 2025.
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 2025 (other than the 401(k) Plan as described above and in the 2025 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 2025, none of the other NEOs had an employment agreement. 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.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table provides information with respect to the compensation of our NEOs for the fiscal years indicated:
2025 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 | FY25 | 1,200,000 | 20,004,002 | 3,183,480 | 1,334,269 | 25,721,751 | | | FY24 | 1,246,154 | 23,889,477 | 2,743,657 | 1,859,540(5) | 29,738,828 | | | FY23 | 1,200,000 | 31,048,358 | 2,358,000 | 579,837 | 35,186,195 | | David Reeder Former Chief Financial Officer | FY25 | 263,077 | 9,900,003 | — | 1,385 | 10,164,465 | | | FY24 | 572,308 | 26,431,456 | 840,033 | 1,269 | 27,845,066 | | Satish Mehta Former Chief Technology Officer | FY25 | 475,000 | 4,037,502 | — | 10,500 | 4,523,002 | | | 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 | | William Billings Chief Accounting Officer and Former principal financial officer | FY25 | 400,000 | 1,100,000 | 583,638 | 18,300 | 2,101,938 |
2025 Summary Compensation Table
| (1) These amounts reflect the actual salary earned by each NEO during fiscal years 2023, 2024 and 2025. |
2025 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 11 – Share-Based Compensation” of our Annual Report on Form 10-K for the fiscal year ended February 1, 2026. 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 2025 would be $30,006,003, $14,850,004, $6,056,253 and $1,375,000, for Mr. Singh, Mr. Reeder, Mr. Mehta and Mr. Billings, respectively. |
2025 Summary Compensation Table
| (3) For Fiscal Year 2025, these amounts reflect payouts for performance under our 2025 STI program. For additional information regarding these amounts refer to Annual Short-Term Incentive in the Elements of NEO Compensation section above. |
2025 Summary Compensation Table
| (4) The amounts disclosed for Fiscal Year 2025 reflect the following for each NEO: For Mr. Singh, $5,538 of Company matching contributions made to his account under the 401(k) Plan, $1,320,747 for the value of certain personal security-related services, which included home security, security employees (including meals, travel and incidentals for the security employees) and certain other security-related services (such as threat and risk monitoring), $6,791 for executive medical benefits and $1,193 for meals. For Mr. Reeder, $1,385 of Company matching contributions made to his account under the 401(k) Plan. For Mr. Mehta, $10,500 of Company matching contributions made to his account under the 401(k) Plan. For Mr. Billings, $10,500 of Company matching contributions made to his account under the 401(k) Plan and $7,800 as a one-time payment in lieu of a salary increase. |
2025 Summary Compensation Table
| (5) The Summary Compensation Table included in our proxy statement filed with the SEC on May 23, 2025 (the “2024 SCT”) inadvertently omitted $66,877 related to security charges and $354,552 related to automobile charges for Mr. Singh in Fiscal Year 2024. The amount reflected in the All Other Compensation column for Fiscal Year 2024 has been adjusted in this 2025 Summary Compensation Table to reflect such security and automobile charges. The following amounts would have been included in footnote 4 of the 2024 SCT if such security and automobile charges had not been inadvertently omitted: $1,074,319 for security charges and $779,025 for automobile charges. |
2025 Summary Compensation Table
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2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table provides certain information with respect to grants of plan-based awards to our NEOs during Fiscal Year 2025.
2025 Grants of Plan-Based Awards
| Name | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Sumit Singh | — | $450,000 | $1,800,000 | $3,600,000 | — | — | — | — | $— | | | 4/8/2025 | — | — | — | — | — | — | 307,660 | $10,002,001 | | | 4/8/2025 | — | — | — | 30,766 | 307,660 | 615,320 | — | $10,002,001 | | David Reeder | — | $150,000 | $600,000 | $1,200,000 | — | — | — | — | $— | | | 4/8/2025 | — | — | — | — | — | — | 152,261 | $4,950,001 | | | 4/8/2025 | — | — | — | 15,226 | 152,261 | 304,522 | — | $4,950,001 | | Satish Mehta | — | $118,750 | $475,000 | $950,000 | — | — | — | — | $— | | | 4/8/2025 | — | — | — | — | — | — | 62,097 | $2,018,751 | | | 4/8/2025 | — | — | — | 6,210 | 62,097 | 124,194 | — | $2,018,751 | | William Billings | — | $75,000 | $300,000 | $600,000 | — | — | — | — | $— | | | 4/8/2025 | — | — | — | — | — | — | 25,377 | $825,000 | | | 4/8/2025 | — | — | — | 846 | 8,459 | 16,918 | — | $275,000 |
2025 Grants of Plan-Based Awards
| (1) These amounts reflect the threshold, target and maximum payouts under our 2025 STI program. For amounts actually earned by each NEO pursuant to our STI program for Fiscal Year 2025, 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 2025. Mr. Reeder and Mr. Mehta did not receive STI payments for Fiscal Year 2025 because of their departures prior to payout. For additional information regarding these amounts, refer to Annual Short-Term Incentive in the Elements of NEO Compensation section above. |
2025 Grants of Plan-Based Awards
| (2) These amounts reflect the threshold, target and maximum payouts of PRSUs 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. |
2025 Grants of Plan-Based Awards
| (3) These amounts reflect the Service RSUs granted in Fiscal Year 2025. |
2025 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 1, 2026. |
2025 Grants of Plan-Based Awards
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Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides certain information with respect to outstanding equity awards as of February 1, 2026:
Outstanding Equity Awards at 2025 Fiscal Year-End
| Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or 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 | 1,492,317(5) | $43,441,348 | 307,660(7) | $8,955,983 | | Satish Mehta(4) | 301,211 | $8,768,252 | 62,097 | $1,807,644 | | William Billings | 96,153(6) | $2,799,014 | 8,459(8) | $246,241 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) These amounts reflect (i) PRSUs 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 2025 Fiscal Year-End
| (2) These amounts reflect the closing price of our Class A common stock on the NYSE on January 30, 2026 (the last trading day of Fiscal Year 2025), which was $29.11. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) These amounts reflect PRSUs as described in the Long-Term Equity Incentives in the Elements of NEO Compensation section above. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) Mr. Mehta’s shares were all forfeited in connection with his departure in February 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) Consists of (i) 67,020 Service RSUs that will vest 50.00% on August 1, 2026 and 50% on February 1, 2027, (ii) 314,333 Service RSUs that vested 12.50% on May 1, 2026 and will vest on each three-month anniversary thereafter, (iii) 307,660 Service RSUs that vested 25.00% on March 1, 2026 and will vest 6.25% on June 1, 2026 and on each three-month anniversary thereafter and (iv) 803,304 PRSUs that will vest on March 1, 2027, each subject to Mr. Singh’s continued employment through the applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) Consists of (i) 27,026 Service RSUs that vested 10.00% on May 1, 2026 and will vest on each three-month anniversary thereafter, (ii) 43,750 Service RSUs that will vest 58.00% on August 1, 2026 and 42% on August 1, 2027 and (iii) 25,377 Service RSUs that vested 25.00% on March 1, 2026 and will vest 6.25% on June 1, 2026 and on each three-month anniversary thereafter, each subject to Mr. Billings’ continued employment through the applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (7) Consists of 307,660 PRSUs that will vest on March 1, 2028 contingent on the achievement of the Performance Condition and Mr. Singh’s continued employment through the vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (8) Consists of 8,459 PRSUs that will vest on March 1, 2028 contingent on the achievement of the Performance Condition and Mr. Billings’ continued employment through the vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
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2025 Option Exercises and Stock Vested
2025 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 2025:
2025 Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Sumit Singh | 779,237 | $25,628,869 | | David Reeder | 19,445 | $729,188 | | Satish Mehta | 146,798 | $4,792,565 | | William Billings | 55,010 | $1,995,116 |
2025 Option Exercises and Stock Vested
| (1) These amounts reflect PRSUs and Service RSUs as described in the Long-Term Equity Incentives in the Elements of NEO Compensation section above. |
2025 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 day prior to 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 2025. |
2025 Non-Qualified Deferred Compensation
2025 Non-Qualified Deferred Compensation None of our NEOs participated in the non-qualified deferred compensation plan in Fiscal Year 2025.
2025 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 2025, Mr. Reeder, Mr. Mehta and Mr. Billings 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 1, 2026. Neither Mr. Reeder nor Mr. Mehta received any severance payments or benefits in connection with their departures.
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 | 3,014,187 | — | 6,018,916 | — | | Accelerated Equity Vesting | 20,958,932 | 52,397,330 | 20,958,932 | 33,828,382 | | Total | 23,973,119 | 52,397,330 | 26,977,848 | 33,828,382 | | William Billings | | | | | | Cash Payments | — | — | — | — | | Accelerated Equity Vesting | — | 3,045,255 | — | — | | Total | — | 3,045,255 | — | — |
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 $29.11 as of January 30, 2026 (the last trading day of Fiscal Year 2025).
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 PRSUs, 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 PRSUs 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 PRSUs 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 PRSUs 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 2025 CEO pay ratio reported above and our Chief Executive Officer’s annual total compensation for Fiscal Year 2025, we are providing a supplemental pay ratio that compares Mr. Singh’s annual total compensation for Fiscal Year 2025, excluding the Fiscal Year 2025 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 $5,717,749. The resulting supplemental pay ratio is 129:1.
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
| 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) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | 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) | | 2025 | $25,721,751 | $13,941,635 | $5,596,468 | $(20,186,443) | $28.59 | $206.33 | $222.8 | $12,601.5 | | 2024 | $29,738,828 | $80,467,604 | $11,745,207 | $26,694,754 | $147.04 | $145.07 | $392.7 | $11,861.3 | | 2023 | $35,186,195 | $32,600,316 | $3,821,594 | $1,288,780 | $73.10 | $76.96 | $39.6 | $11,147.7 | | 2022 | $2,481,735 | $(2,550,628) | $896,717 | $(984,632) | $173.18 | $84.41 | $49.9 | $10,119.0 | | 2021 | $12,450,338 | $(85,796,398) | $2,242,415 | $(32,080,908) | $165.79 | $168.83 | $(75.2) | $8,967.4 |
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 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. Our non-PEO NEOs for Fiscal Year 2025 include Mr. Reeder, Mr. Mehta and Mr. Billings. |
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 | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total | $25,721,751 | $29,738,828 | $35,186,195 | $2,481,735 | $12,450,338 | | Less value of Stock Awards reported in SCT | (20,004,002) | (23,889,477) | (31,048,358) | — | (10,106,250) | | Plus year-end fair value of outstanding and unvested equity awards granted in the year | 17,911,965 | 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 | (4,259,758) | 9,427,335 | — | 854,397 | (64,828,925) | | Plus (less) year over year change in fair value of equity awards granted in prior years that vested in the year | (5,428,321) | 8,340,381 | (2,746,918) | (5,886,760) | (28,805,311) | | Plus fair value as of vesting date of equity awards granted and vested in the year | — | 6,126,292 | — | — | — | | CAP Total | $13,941,635 | $80,467,604 | $32,600,316 | $(2,550,628) | $(85,796,398) |
Pay Versus Performance
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Pay Versus Performance
| Average of Non-PEO NEOs SCT to CAP Reconciliation | | | | | | | | Fiscal Year | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total | $5,596,468 | $11,745,207 | $3,821,594 | $896,717 | $2,242,415 | | Less value of Stock Awards reported in SCT | (5,012,522) | (10,537,614) | (3,284,969) | — | (1,347,500) | | Plus year-end fair value of outstanding and unvested equity awards granted in the year | 1,533,418 | 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 | (2,869,310) | 642,118 | (61,656) | 279,816 | (23,338,392) | | Plus (less) year over year change in fair value of equity awards granted in prior years that vested in the year | (435,203) | 520,322 | (723,564) | (2,161,165) | (10,369,931) | | 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 | (18,999,294) | (327,205) | (49,087) | — | — | | CAP Total | $(20,186,443) | $26,694,754 | $1,288,780 | $(984,632) | $(32,080,908) |
Pay Versus Performance
| (3) Based on an initial fixed investment of $100 on January 29, 2021, the last business day of our 2020 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 2025 Annual Report. Based on an initial fixed investment of $100 on January 29, 2021, the last business day of our 2020 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 2025. |
Pay Versus Performance
| (7) Consistent with the Company's Annual Report on Form 10-K for Fiscal Year 2025, 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 Income (Loss)
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Compensation Actually Paid and Net Sales
Compensation Actually Paid and Net Sales