DEF 14A of Petco Health & Wellness Company, Inc., May 31, 2024

DEF 14A of Petco Health & Wellness Company, Inc.

Filed May 31, 2024 · FY20230001193125-24-151920

Open on EDGAR

  1. Petco Love

    Petco Love Petco Love is a nonprofit organization changing lives by making communities and pet families healthier, stronger, and closer. It is a separately incorporated 501(c)(3) nonprofit organization supported both by contributions from us and contributions from Petco customers and community partners. Since its founding in 1999, Petco Love has inspired and empowered animal welfare organizations to make a difference, investing nearly $380 million in adoption and medical care programs, spay/neuter services, pet cancer research, service and therapy animals, and numerous other lifesaving initiatives. Through the Think Adoption First program, Petco Love partners with our pet care centers and animal welfare organizations across the country to increase pet adoptions, helping nearly 7 million pets to date find their new loving families. In April 2021, Petco Love launched Petco Love Lost, a searchable database that uses facial recognition technology to help reunite lost pets with their families should they ever go missing. At the end of fiscal 2023, nearly 3,000 animal welfare organizations and pet industry partners across the U.S. have adopted the platform, and Petco Love Lost has helped return over 34,000 pets to their loving homes. Launched in August 2021, Petco Love’s Vaccinated and Loved initiative marked a significant milestone when it reached its two millionth free pet vaccine in November 2023, and subsequently committed to distributing another one million free pet vaccines. Since that milestone, Petco Love continued the distribution of free pet vaccines to its partners, bringing the total number of vaccines distributed as part of its Vaccinated and Loved initiative to more than 2.2 million by the end of fiscal 2023. Distributing these much-needed vaccinations in under-resourced communities is something Petco Love believes gives all pets the best chance to live long and healthy lives.

  2. NOMINEES STANDING FOR ELECTION AS CLASS I DIRECTORS AT THE ANNUAL MEETING

    NOMINEES STANDING FOR ELECTION AS CLASS I DIRECTORS AT THE ANNUAL MEETING

  3. For a three-year term expiring at the 2027 Annual Meeting of Stockholders

    | Iris Yen | | | Board Member Since: 2023 Age: 52 Board Committees: | Iris Yen has served as a member of our board of directors since June 2023. She also served as an Observer and Advisor to the board of directors from December 2021 to June 2023. Ms. Yen is Chief Strategy and Transformation Officer at Wella Company, a global leader in the beauty industry, which she joined in September 2023. She previously served as Vice President, Global Technology North America at NIKE, Inc., an athletic footwear and apparel corporation, from June 2022 to September 2023. In that role, she led engineering, architecture, product management, and program management for Nike’s largest geography. Prior to that, Ms. Yen served as Vice President, Global Nike Direct Digital Commerce from July 2020 to June 2022, and as Vice President of Greater China Nike Direct Digital Commerce from March 2019 to July 2020. She joined Nike in 2016 as Global Vice President of Strategy from Gap Inc., where she held multiple leadership roles over 13 years, including serving as Gap’s Vice President of Corporate Strategy. Ms. Yen has also served on the Nike Foundation’s Board and Gap’s Political Action Committee, acted as the executive sponsor of Nike’s and Gap’s Asian-American networks, and is a Stanford Women on Boards member. Her public company, digital and global retail industry experience qualifies her to serve on our board of directors. |

  4. For a three-year term expiring at the 2027 Annual Meeting of Stockholders

    | Cameron Breitner | | | Board Member Since: 2016 Age: 49 Board Committees: | Cameron has served as a member of our board of directors since 2016. Since February 2024, Mr. Breitner has served as a Senior Advisor at CVC, one of our Sponsors. Previously, he was a Managing Partner at CVC, having served as a senior executive at the firm from 2007 until February 2024, where he served as the head of CVC’s San Francisco office and shared responsibility for overseeing CVC’s North and South American Private Equity activities. Prior to joining CVC, Mr. Breitner was a Managing Director at Centre Partners, a private equity firm, where he worked from 1998 to 2007. Prior to Centre Partners, he worked in mergers and acquisitions at Bowles Hollowell Conner & Co. Mr. Breitner also serves on the board of directors of Advantage Solutions Inc., a leading business solutions provider to consumer goods manufacturers and retailers, Worldwide Express/GlobalTranz, and CFGI. Mr. Breitner has previously served on the board of directors of BJ’s Wholesale Club Holdings, Inc., Asplundh, Teneo, and many other public and private companies. Mr. Breitner received a bachelor’s degree in psychology from Duke University. His retail industry experience qualifies him to serve on our board of directors. |

  5. For a three-year term expiring at the 2027 Annual Meeting of Stockholders

    | Glenn Murphy | | | Board Member Since: 2024 Age: 62 Board Committees: None | Glenn Murphy has served as Executive Chairman of our board of directors since May 2024. He founded FIS Holdings Ltd., a high-impact consumer-focused investment firm, in 2016 and has served as its Chief Executive Officer since February 2016. Prior to FIS Holdings, Mr. Murphy served as Chairman and Chief Executive Officer of The Gap, Inc. from 2007 until 2014. Prior to that, he served as Chairman and Chief Executive Officer of Shoppers Drug Mart Corporation from 2001 to 2007. Mr. Murphy started his career at Loblaw Companies where he spent 14 years in various leadership roles. Mr. Murphy currently serves on the board of directors of Wella Company and Aimbridge Hospitality. He previously served as Chairman of the board of directors of Lululemon Athletica, Inc. Mr. Murphy holds a bachelor’s degree from the University of Western Ontario. His extensive global retail experience, which includes a track record of strategic and operational leadership across major retail brands, qualifies him to serve on our board of directors. |

  6. For a three-year term expiring at the 2027 Annual Meeting of Stockholders

    | Sabrina Simmons | | | Board Member Since: 2021 Age: 61 Board Committees: | Sabrina has served as a member of our board of directors since 2021. She served as Executive Vice President and Chief Financial Officer of Gap, Inc., a worldwide clothing and accessories retailer, from 2008 to 2017. Previously, Ms. Simmons also served in the following positions at Gap: Executive Vice President, Corporate Finance from 2007 to 2008; Senior Vice President, Corporate Finance and Treasurer from 2003 to 2007; and Vice President and Treasurer from 2001 to 2003. Prior to that, Ms. Simmons served as Chief Financial Officer and an executive member of the board of directors of Sygen International plc, a British genetics company, and was Assistant Treasurer at Levi Strauss & Co., a clothing company. Ms. Simmons also serves on the board of directors, compensation committee and nominating and corporate governance committee of Columbia Sportswear Company, as well as the board of directors of Coursera, Inc., where she is chair of the audit committee, and on the board of directors of Moloco, Inc. She also served on the board of directors and audit committee of e.l.f. Beauty, Inc. from 2016 to May 2021 and Williams-Sonoma, Inc. from 2015 to June 2022. Ms. Simmons holds a bachelor’s degree in business administration from the University of California, Berkeley and a master’s degree in business administration from the Anderson School at the University of California, Los Angeles, and is a certified public accountant (inactive). Her public company, global retail, and financial experience qualifies her to serve on our board of directors. |

  7. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL

    CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL

  8. THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | Christy Lake | | | Board Member Since: 2018 Age: 50 Board Committees: | Christy has served as a member of our board of directors since 2018. Since April 2020, she has served as the Chief People Officer at Twilio, a cloud communications platform. Previously, from 2018 to 2020, Ms. Lake served as Senior Vice President and Chief People Officer at Box, Inc., an internet company. Prior to Box, Ms. Lake worked at Medallia, serving as VP of People and Culture from 2016 to 2018 and VP of HRBP & HR Operations in 2016. Ms. Lake also served as Global Head of HR for HP Inc.’s Personal Systems division from 2015 to 2016 and has held additional HR positions at HP Inc. and The Home Depot, among other companies. Ms. Lake holds a bachelor’s degree in political science from the University of Connecticut. Her experience in leadership across various industries qualifies her to serve on our board of directors. |

  9. THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | R. Michael (Mike) Mohan | | | Board Member Since: 2021 Age: 56 Board Committees: None | Mike has served as a member of our board of directors since March 2021 and served as Lead Independent Director from July 2021 until his appointment as our Interim Chief Executive Officer in March 2024. Previously, Mr. Mohan served as President and Chief Operating Officer of Best Buy Co., Inc. from June 2019 to July 2021, where he was responsible for the operations of the company’s U.S. and International businesses. From 2004 to June 2019, he served in various leadership roles at Best Buy, overseeing services, customer experience, category management, merchandising, marketing, and supply chain functions. Prior to joining Best Buy, Mr. Mohan was Vice President and General Merchandising Manager for Good Guys. Mr. Mohan also previously worked at Future Shop in Canada from 1988 to 1997, prior to Best Buy’s acquisition of the company, where he served in various merchandising roles. Mr. Mohan also serves as Chairman of the board of directors of Bloomin’ Brands, Inc., and serves on the board of directors of VIZIO Holding Corp. and Jackson Family Wines. His extensive retail industry and management experience, coupled with his digital marketing acumen, qualifies him to serve on our board of directors. |

  10. THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | David Lubek | | | Board Member Since: 2023 Age: 44 Board Committees: | David has served as a member of our board of directors since June 2023. Mr. Lubek is Managing Director, Direct Private Equity at CPP Investments, one of our Sponsors, which he joined in 2008. Prior to joining CPP Investments, Mr. Lubek worked at CIBC World Markets in the Mergers and Acquisitions investment banking group. Mr. Lubek also currently serves on the board of directors of Qualtrics. Mr. Lubek holds a bachelor’s degree in business administration from York University and a master’s degree in business administration from the Kellogg School of Management at Northwestern University. His experience across multiple industries qualifies him to serve on our board of directors. |

  11. THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | Christopher J. Stadler | | | Board Member Since: 2016 Age: 59 Board Committees: None | Christopher has served as a member of our board of directors since 2016. He is a Managing Partner at CVC, one of our Sponsors, which he joined in 2007. Mr. Stadler is on the board of the CVC Capital Partners advisory business. Prior to joining CVC, he worked for Investcorp as Head of Private Equity, North America after joining as Managing Director in 1996. Mr. Stadler previously served on the board of directors of BJ’s Wholesale Club Holdings, Inc. He holds a bachelor’s degree in economics from Drew University and a master’s degree in business administration from Columbia University. His experience across multiple industries qualifies him to serve on our board of directors. |

  12. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL

    CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL

  13. THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | Gary Briggs | | | Board Member Since: 2018 Age: 61 Board Committees: | Gary has served as a member of our board of directors since 2018. Mr. Briggs is Senior Advisor, Paid Media, Biden for President, which he joined in April 2024. He also serves on the board of directors of Etsy as well as Combe, Inc., a personal-care company. He served on the board of directors of Afterpay from January 2020 to January 2022 until it was acquired by Block, Inc., and as Chairman at Hawkfish, a data and technology firm from September 2019 to May 2021. Between 2013 and 2018, Mr. Briggs served as the Chief Marketing Officer of Meta Platforms, Inc. (formerly Facebook, Inc.). Prior to joining Meta, he served in various leadership roles at Google Inc. Before then, he held a number of marketing and general management leadership roles at eBay Inc., PayPal, Inc., PepsiCo, Inc., and IBM Corp. Earlier in his career, he was a management consultant with McKinsey and Company. He holds a bachelor’s degree from Brown University and a master’s degree from the Kellogg School of Management at Northwestern University. His extensive experience in marketing and brand management qualifies him to serve on our board of directors. |

  14. THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | Nishad Chande | | | Board Member Since: 2016 Age: 49 Board Committees: | Nishad has served as a member of our board of directors since 2016. He is Partner, U.S. Head of Consumer and Co-Head of Business Services at CVC, one of our Sponsors, which he joined in 2016. Prior to joining CVC, he worked at Centre Partners, a private equity firm, from 2005 to 2016, Bain & Company from 2003 to 2005, Raymond James Capital from 1999 to 2001, and Schroders from 1997 to 1999. Mr. Chande previously served on the board of directors of BJ’s Wholesale Club Holdings, Inc. Mr. Chande holds a bachelor’s degree in economics and mathematics from Dartmouth College and a master’s in business administration degree from the Wharton School at the University of Pennsylvania. His experience across multiple industries qualifies him to serve on our board of directors. |

  15. THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | Mary Sullivan | | | Board Member Since: 2021 Age: 60 Board Committees: | Mary has served as a member of our board of directors since 2021. Ms. Sullivan is Senior Managing Director & Chief Talent Officer at CPP Investments, one of our Sponsors, which she joined in 2015 and where she currently is responsible for talent acquisition, organizational development, international mobility, compensation and benefits, and inclusion and diversity. Prior to joining CPP Investments, Ms. Sullivan was Senior Vice President, People at Holt, Renfrew & Co., a Canadian luxury department store chain, from 2014 to 2015, where she was responsible for the Human Resources function. From 2007 to 2014, she worked at Four Seasons Hotels and Resorts, ending her career at the firm in the role of Senior Vice President, Corporate Human Resources. She also spent seven years as a leader of the Human Resources function at IMAX Corporation, ending as Senior Vice President of Human Resources. Ms. Sullivan holds a bachelor’s degree in administrative and commercial studies from the University of Western Ontario and a master’s degree in business administration from the Rotman School of Management at the University of Toronto. Her experience in leadership roles across the retail and hospitality industries qualifies her to serve on our board of directors. |

  16. Fiscal Year 2023 Director Compensation

    Fiscal Year 2023 Director Compensation Under our director compensation program, members of our board of directors who are not employees or officers of Petco, our Principal Stockholders, CVC, CPP Investments, or their respective affiliates are entitled to receive the following:

  17. Fiscal Year 2023 Director Compensation

    | • | Annual cash retainer of $80,000; |

  18. Fiscal Year 2023 Director Compensation

    | • | Cash fee of $35,000 for service as chairperson, or $10,000 for service other than as chairperson, of our audit committee; |

  19. Fiscal Year 2023 Director Compensation

    | • | Cash fee of $25,000 for service as chairperson, or $10,000 for service other than as chairperson, of our compensation committee; |

  20. Fiscal Year 2023 Director Compensation

    | • | Cash fee of $20,000 for service as chairperson, or $7,500 for service other than chairperson, of our nominating and corporate governance committee; |

  21. Fiscal Year 2023 Director Compensation

    | • | Cash fee of $150,000 for service as the non-executive chair of our board of directors; |

  22. Fiscal Year 2023 Director Compensation

    | • | Cash fee of $50,000 for service as the lead independent director of our board of directors; and |

  23. Fiscal Year 2023 Director Compensation

    | • | Annual equity grant of restricted stock units (“RSUs”) under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) with a value of approximately $165,000, subject to one-year cliff vesting on the day of the next annual meeting of stockholders. |

  24. Fiscal Year 2023 Director Compensation

    In addition, our director compensation program provides each director with reimbursement for reasonable travel and expenses incurred in attending meetings and activities of our board of directors and its committees. In accordance with our director compensation program, in July 2023, each eligible member of our board of directors received an annual grant of 18,836 RSUs, which will vest on the earlier to occur of (i) the first anniversary of the Grant Date or (ii) on the date of the 2024 Stockholder’s Meeting. In fiscal 2023, Iris Yen was appointed to our board of directors. In connection with Ms. Yen’s appointment, she received an initial equity award of 13,699 RSUs (with an approximate value of $120,000), which will vest on July 6, 2024. Ms. Yen also received the annual 2023 director equity grant described above. David Lubek was also appointed to the Board of Directors during fiscal 2023 but Mr. Lubek is an employee of CPP Investments and thus not eligible to receive compensation under our director compensation program. The table below describes the compensation provided to our independent, non-employee directors in fiscal 2023. Mr. Coughlin was not separately compensated for his service on our board of directors, and his fiscal 2023 compensation is described under “Executive Compensation—Executive Compensation Tables—Summary Compensation Table” below.

  25. Fiscal Year 2023 Director Compensation

    | | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Maximilian Biagosch (3)(4) | — | — | — | | Cameron Breitner (3) | — | — | — | | Gary Briggs | $104,167 | $165,003 | $269,170 | | Nishad Chande (3) | — | — | — | | Christy Lake | $90,000 | $165,003 | $255,003 | | David Lubek (3)(4) | — | — | — | | R. Michael (Mike) Mohan (5) | $140,000 | $165,003 | $305,003 | | Jennifer Pereira (3)(4) | — | — | — | | Sabrina Simmons | $115,000 | $165,003 | $280,003 | | Christopher J. Stadler (3) | — | — | — | | Mary Sullivan (3) | — | — | — | | Iris Yen (4) | $88,958 | $285,007 | $373,965 |

  26. Fiscal Year 2023 Director Compensation

    | (1) Amounts reported represent the annual cash fees earned by each independent, non-employee director in fiscal 2023, pro-rated for any partial years of service (including partial years of service on committees or as chairperson). |

  27. Fiscal Year 2023 Director Compensation

    | (2) Amounts in this column represent the aggregate grant date fair value of the annual RSUs granted to each eligible director during fiscal 2023 and the initial RSU award granted to Ms. Yen in connection with her appointment, in each case, calculated in accordance with FASB ASC Topic 718 based on the closing price of our Class A common stock on July 6, 2023, the date of grant, of $8.76. For additional information regarding the assumptions underlying this calculation, please read Note 12—Stockholders’ Equity to our consolidated financial statements for the fiscal year ended February 3, 2024, located in our Annual Report on Form 10-K for such fiscal year. As of February 3, 2024, Mr. Briggs and Ms. Lake each held 1,500,000 Common Series C Units in Scooby LP, our indirect parent (the “C Units”) originally granted in 2018 with a distribution threshold of $0.50, which are generally subject to the same terms as the C Units granted to our Named Executive Officers. Additionally, as of February 3, 2024, each independent director held the following unvested RSUs: Mr. Briggs: 18,836; Ms. Lake: 18,836; Mr. Mohan: 18,836; Ms. Simmons: 18,836, and Ms. Yen: 32,535. |

  28. Fiscal Year 2023 Director Compensation

    | (3) These directors are not eligible for compensation under our director compensation program and did not receive any compensation from us during fiscal 2023. |

  29. Fiscal Year 2023 Director Compensation

    | (4) Mr. Biagosch and Ms. Pereira resigned from our Board in June 2023, and Ms. Yen and Mr. Lubek were appointed to fill the vacancies created by such resignations. |

  30. Fiscal Year 2023 Director Compensation

    | (5) Mr. Mohan was appointed as the Company’s interim Chief Executive Officer effective as of March 13, 2024, at which point he ceased to be eligible to receive compensation under our director compensation program. In connection with his appointment, the Company entered into an employment letter with Mr. Mohan that provides for (a) an initial base salary of $1,100,000, (b) a target bonus for fiscal 2024 equal to 125% of his base salary, pro-rated for the portion of the fiscal year that Mr. Mohan is employed as interim CEO, (c) equity awards having an aggregate grant date value of $8 million, one-third of which was in the form of RSUs and two-thirds of which were in the form of stock options with an exercise price of $5.00 per share, in each case, vesting ratably in monthly installments for one year, and (d) participation in the Company’s standard employee benefits. In the event Mr. Mohan’s employment ends prior to July 13, 2024, Mr. Mohan will be guaranteed base salary, a pro-rated bonus, and equity vesting as if he were employed through such date, unless his employment ends as a result of his resignation or a termination for cause. |

  31. Fiscal Year 2023 Director Compensation

    As Executive Chairman, Mr. Murphy will not be eligible to receive compensation under our director compensation program. In connection with his appointment, the Company entered into an employment letter with Mr. Murphy that provides for (a) an initial base salary of $250,000, (b) a target bonus equal to 100% of his base salary, (c) 1,000,000 restricted stock units vesting in equal quarterly installments for three years, and (d) stock options to purchase up to 3,824,000 shares with exercise prices ranging from $3.58 to $10.00 per share, in each case, vesting in equal quarterly installments for three years. Upon a termination of his employment without cause, Mr. Murphy will receive statutory severance benefits required under applicable law.

  32. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS There are four Class I directors whose term of office expires at the Annual Meeting. Our nominating and corporate governance committee has recommended, and our board has approved, each of Iris Yen, Cameron Breitner, Sabrina Simmons, and Glenn Murphy as nominees for election as Class I directors at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve until the 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until his or her earlier death, resignation, removal, retirement, or disqualification. Information concerning these nominees and other continuing directors appears under “—Composition of the Board of Directors” above. Each of the nominees has consented to serve as a director, if elected, and all of the nominees are currently serving on our board of directors. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. If any nominee becomes unable or unwilling to stand for election as a director, proxies will be voted for any substitute as designated by our board, or alternatively, our board may leave a vacancy on our board or reduce the size of our board. Each director is elected by a plurality of the votes cast. “Plurality” means that the four nominees who receive the largest number of votes cast “For” such nominees are elected as directors. Only holders of Class A common stock and Class B-2 common stock are entitled to vote on this Proposal 1. Holders of Class B-1 common stock are not entitled to vote on this Proposal 1. Holders of Class A common stock and Class B-2 common stock may vote “For All,” “Withhold All,” or “For All Except” with respect to the nominees named in this Proposal 1. Any shares voted “Withhold All” and broker non-votes, if any, are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election.

  33. PROPOSAL 1—ELECTION OF DIRECTORS

    | FOR ALL | OUR BOARD, UPON RECOMMENDATION OF OUR NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, UNANIMOUSLY RECOMMENDS A VOTE “FOR ALL” OF THE DIRECTOR NOMINEES NAMED ABOVE. |

  34. Compensation Discussion and Analysis

    | (1) Mr. Coughlin ceased to serve as the Company’s Chief Executive Officer, Chairman and member of the Board effective March 12, 2024, when he was succeeded by Mr. Mohan as interim Chief Executive Officer. Mr. Coughlin provided transition services as an employee through the termination of his employment on May 1, 2024, which constituted a termination without cause under his employment agreement. Mr. Coughlin has agreed to serve in a consultant capacity as an advisor to the Board through May 1, 2025 to support a smooth leadership transition. For additional information regarding Mr. Coughlin’s separation, see “Potential Payments Upon Termination or Change in Control—–Mr. Coughlin Separation Agreement” below. |

  35. Compensation Discussion and Analysis

    | (2) Mr. MacDonald’s employment was terminated effective April 12, 2024, which constituted a termination without cause under the Executive Severance Plan. For additional information regarding Mr. MacDonald’s separation, see “Potential Payments Upon Termination or Change in Control—–Mr. MacDonald Separation Agreement” below. |

  36. Principal Objectives of Our Compensation Program for Named Executive Officers

    | • | A significant portion of total compensation for our executives is at-risk and is delivered through short-term and long-term incentive programs that are designed to align their interests with those of our stockholders. |

  37. Use of Compensation Consultants

    Use of Compensation Consultants During fiscal 2023, the compensation committee engaged Exequity as its independent compensation consultant. Exequity assisted the compensation committee in designing the executive compensation program for fiscal 2023, which included review and recommendations regarding our 2023 Peer Group (as defined below), a review and analysis of our executive compensation levels and practices relative to the 2023 Peer Group, a review and analysis of remuneration for our board of directors, and recommendations regarding the design of fiscal 2023 short-term and long-term compensation. After taking into consideration the factors listed in Nasdaq Listing Rule 5605(d)(3)(D), the compensation committee concluded that there are no conflicts of interest with respect to the engagement of Exequity by the compensation committee.

  38. Peer Group

    Peer Group For fiscal 2023, the compensation committee, with the assistance of Exequity, reviewed our peer group and determined that it would remain the same for purposes of our compensation benchmarking for fiscal 2023 as it continued to reflect companies in a similar industry with comparable revenue, EBITDA, enterprise value, and enterprise value-to-EBITDA ratio, and with whom we may compete for talent (the “Peer Group”). The Michaels Companies, Inc. was removed due to their transition to a private company. In determining appropriate compensation opportunities for our NEOs, the compensation committee reviewed competitive market data provided by Exequity regarding the compensation practices of our Peer Group. The following 15 companies comprised our Peer Group for purposes of our fiscal 2023 compensation decisions:

  39. Peer Group

    | Academy Sports and Outdoors, Inc. | PriceSmart, Inc. | | Advance Auto Parts, Inc. | RH | | American Eagle Outfitters, Inc. | Sally Beauty Holdings, Inc. | | Casey’s General Stores, Inc. | Sprouts Farmers Market, Inc. | | Central Garden & Pet Company | Tractor Supply Company | | DICK’s Sporting Goods, Inc. | Ulta Beauty, Inc. | | Foot Locker, Inc. | Williams-Sonoma, Inc. | | National Vision Holdings, Inc. | |

  40. Internal Pay Equity and Other Factors

    Internal Pay Equity and Other Factors In setting base salaries, annual short-term cash incentives, and long-term equity incentives, our compensation committee, in collaboration with the CEO, considers factors such as internal pay equity, the capabilities and expertise of each executive, relative responsibilities among members of our executive team, individual contributions by each executive, and business conditions. For elements of compensation other than total direct compensation, such as severance and change in control benefits, our compensation committee has relied on information provided by Exequity, Peer Group compensation practices, and its own business experience and familiarity with market conditions in determining the appropriate level of benefits for our NEOs.

  41. Say-on-Pay Results and Stockholder Feedback

    | • | We have provided enhanced disclosures regarding the performance goals applicable to the 2023 AIP (as defined below) and provided additional disclosure on the fiscal 2023 performance metrics for all outstanding performance share units (“PSUs”); |

  42. Say-on-Pay Results and Stockholder Feedback

    | • | The 2024 AIP places greater emphasis on adjusted EBITDA and utilizes an adjusted free cash flow metric rather than a total revenue metric utilized in previous years, so that our 2024 AIP |

  43. Say-on-Pay Results and Stockholder Feedback

    | will create incentives that are more distinguished, yet complementary, with the remaining tranches of in-flight PSU awards; |

  44. Say-on-Pay Results and Stockholder Feedback

    | • | For fiscal 2023 and fiscal 2024, all NEOs received a portion of their annual equity award in the form of PSUs; |

  45. Say-on-Pay Results and Stockholder Feedback

    | • | The PSUs granted as part of the fiscal 2024 annual equity awards are subject to an absolute total shareholder return (“TSR”) performance metric to focus our NEOs on stock price appreciation and remove overlap with the performance metrics applicable to the 2024 AIP. |

  46. Base Salary

    Base Salary We pay our NEOs a base salary to provide them with a fixed, base level of compensation commensurate with the executive’s skills, competencies, experience, contributions, and performance, as well as general review of market compensation. Base salaries are reviewed annually, and the compensation committee makes adjustments to reflect individual and Petco performance as well as any survey and peer group data provided by Exequity. The CEO and Chief Human Resources Officer make recommendations to our compensation committee regarding base salary adjustments for our executive officers (except with respect to their own salaries). These recommendations are generally based upon the executive’s sustained performance, leadership and contribution to Petco performance, internal pay equity considerations, and survey data. Our compensation committee takes all of these factors into account when making its decisions on base salaries but does not assign specific weight to any one factor. In addition to the annual base salary review, our compensation committee may also adjust base salaries at other times during the year in connection with promotions, increased responsibilities or to maintain competitiveness in the market. During fiscal 2023, after internal and external pay benchmarking, the Committee decided not to make any changes to our NEOs’ base salaries. The chart below provides the base salary for each of our NEOs during fiscal 2023.

  47. Annual Cash Incentive Program

    Annual Cash Incentive Program A hallmark of our compensation philosophy has been the belief that annual cash incentives should be based upon actual performance measured against specified key business and financial metrics. Our compensation committee adopts performance measures that are intended to drive performance against key business objectives and align with market practices of the Peer Group and public companies in general. Each of our NEOs participated in our annual incentive plan for fiscal 2023 (the “2023 AIP”) and was eligible to receive a target annual cash bonus equal to a percentage of his or her earned annual base salary. Under the 2023 AIP, each NEO’s annual cash bonus was based on a combination of corporate financial metrics (adjusted EBITDA and total revenue) and individual performance, with an overall requirement that adjusted EBITDA achieve at least threshold level performance. Similar to our fiscal 2022 AIP, business unit financial metrics were not utilized as a separate component under the 2023 AIP, and instead, the individual performance component was expanded for NEOs who exercise oversight over a particular business unit or function to include an assessment of such business unit’s or function’s performance during the year. This combination of performance measures aligned each NEO’s annual cash incentive opportunity with the financial results of our company-wide business, as well as each NEO’s individual contributions towards our key strategic initiatives and business unit performance where applicable. For fiscal 2023, the target annual cash incentive for each of our NEOs and the applicable weightings for each performance metric under the 2023 AIP were as follows, which remained unchanged from fiscal 2022:

  48. Annual Cash Incentive Program

    | | Target Annual Cash Incentive (% of Base Salary) | 2023 AIP Weighting | | | | Name | | Adjusted EBITDA | Total Revenue | Individual Performance | | Ronald Coughlin, Jr. | 125% | 40% | 40% | 20% | | Brian LaRose | 80% | 40% | 40% | 20% | | Darren MacDonald | 80% | 35% | 35% | 30% | | Justin Tichy | 80% | 35% | 35% | 30% | | Amy College | 80% | 35% | 35% | 30% |

  49. Annual Cash Incentive Program

    In establishing the threshold, target, and maximum performance level for each performance measure, our compensation committee established goals intended to drive year-over-year growth. Target performance was established at a level that would require approximately 8% growth in adjusted EBITDA, and 6.4% growth in total revenue compared to fiscal 2022 performance and maximum performance was established at a level that would require over 18% growth in adjusted EBITDA and over 11% growth in total revenue. In addition to the threshold, target, and maximum performance levels for each performance measure, our compensation committee also established an adjusted EBITDA “gate” for fiscal 2023 of $458.6M, which was required to be achieved before any payout could be earned under the 2023 AIP for any of the performance measures (regardless of the actual performance of those other performance measures). These performance goals were established in early fiscal 2023, prior to significant changes in the macroeconomic environment, including rising inflation and higher interest rates that continued throughout 2023, which impacted our expected results for fiscal 2023. Notably, our compensation committee did not make any adjustments to the 2023 AIP performance goals notwithstanding this challenging environment. As a result, our adjusted EBITDA for fiscal 2023 of $401.1M (calculated consistent with the description provided in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024 under the heading “Reconciliation of Non-GAAP Financial Measures to GAAP Measures”) fell short of the adjusted EBITDA “gate” under the 2023 AIP. The following chart shows the threshold, target, and maximum performance level for each performance measure and our fiscal 2023 achievement.

  50. Annual Cash Incentive Program

    | Performance Measure | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Weighted Payout | | Adjusted EBITDA ($M) | 50% | $458.6 | $573.2 | $630.5 | $401.1 | 0.0% | | Total Revenue ($M) | 50% | $5,782.1 | $6,424.6 | $6,745.8 | $6,255.3 | 0.0% | | | | | | Total Payout Percentage | | 0.0% |

  51. Annual Cash Incentive Program

    While total revenue performance under the 2023 AIP was above the threshold performance level required for a payout, the adjusted EBITDA “gate” was not achieved and our compensation committee did not approve a payout of any annual cash incentive awards under the 2023 AIP.

  52. Fiscal 2023 Cash Retention Bonuses

    Fiscal 2023 Cash Retention Bonuses In March 2023, prior to our stockholder feedback sessions, the compensation committee reviewed the performance of the executive officer team and in consideration of the macroeconomic challenges in the retail industry, the external opportunities available to our management team, and the decision to forego annual merit increases, our compensation committee approved six-month cash retention bonuses for each NEO as set forth in the table below. The cash retention bonuses were subject to repayment in the event the NEO resigned, was terminated for cause or violated applicable laws or Petco policies prior to the end of the six-month retention period. Our compensation committee determined that these retention bonuses were essential to ensure retention of our key executives during fiscal 2023.

  53. Fiscal 2023 Cash Retention Bonuses

    | Name | Retention Bonus | | Ronald Coughlin, Jr. | $300,000 | | Brian LaRose | $200,000 | | Darren MacDonald | $200,000 | | Justin Tichy | $200,000 | | Amy College | $200,000 |

  54. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation Fiscal 2023 Annual Awards In April 2023, each of our NEOs received an annual equity award comprised of time-based RSUs and performance share units (“PSUs”). For Messrs. MacDonald and Tichy and Ms. College, RSUs comprised 75% of their annual equity awards and PSUs comprised 25% of their annual equity awards. For Messrs. Coughlin and LaRose, RSUs and PSUs each comprised 50% of their annual equity awards to increase the portion of their total target compensation that is performance-based and to further increase alignment with stockholder interests. RSUs: The time-based RSUs vest as to 34% on the first anniversary of the date of grant and 16.5% at the end of each six-month period thereafter through the third anniversary of the date of grant. PSUs: The PSUs vest following the completion of a three-year performance period ending January 31, 2026 (i.e., covering the 2023, 2024 and 2025 fiscal years). The PSUs granted to Messrs. Coughlin and LaRose vest based on achievement of Return on Invested Capital (ROIC) (weighted 50%) and total revenue (weighted 50%) metrics, and the PSUs granted to the other NEOs vest based on achievement of an operating cash flow metric. The use of the ROIC and total revenue metrics for our former CEO and Chief Financial Officer is intended to incentivize them to maintain the Company’s focus on efficient investments in our business and driving profitable long-term growth, and the use of an operating cash flow metric for our other NEOs is intended to keep our other executives focused on creating liquidity in order to improve the company’s working capital. Given the uncertain macroeconomic environment of our industry and to avoid potentially setting overly achievable or unrealistic goals, the threshold, target, and maximum metrics applicable to each fiscal year of the performance period will be determined annually by our compensation committee at the beginning of each fiscal year. One-third of the PSUs granted will be eligible to become earned each year based on performance against such annual metrics (we refer to the PSUs allocated to each fiscal year of the three-year performance period herein as tranches 1, 2, and 3, as applicable). The NEOs must remain employed until the compensation committee certifies the final achievement of such metrics following the end of the three-year performance period for the earned PSUs to vest. The table below sets forth the number of RSUs and target PSUs granted to the NEOs in April 2023:

  55. Long-Term Equity Incentive Compensation

    | Name | 2023 RSUs | 2023 PSUs (at Target) | | Ronald Coughlin, Jr. | 469,095 | 469,095 | | Brian LaRose | 66,226 | 66,226 | | Darren MacDonald | 111,755 | 37,252 | | Justin Tichy | 111,755 | 37,252 | | Amy College | 107,616 | 35,872 |

  56. Long-Term Equity Incentive Compensation

    Results of Messrs. Coughlin and LaRose’s 2023 Annual PSUs – Tranche 1 The first 33.3% tranche of Messrs. Coughlin and LaRose’s annual PSUs granted during fiscal 2023 was eligible to become earned based on our performance during fiscal 2023, which resulted in 36.8% of the target PSUs allocated to this tranche becoming earned. The table below sets forth the threshold, target, and maximum levels of achievement for each performance measure, as well as our actual performance for fiscal 2023 and the resulting payout percentage.

  57. Long-Term Equity Incentive Compensation

    | Performance Measure | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Weighted Payout | | Return on Invested Capital (ROIC) (1) | 50% | 4.49% | 5.28% | 5.67% | 3.00% | 0.0% | | Total Revenue ($M) | 50% | $5,782.1 | $6,424.6 | $6,745.8 | $6,255.3 | 36.8% | | | | Total Payout Percentage for Tranche 1 | | | | 36.8% |

  58. Long-Term Equity Incentive Compensation

    | (1) ROIC equals (a) net operating profit after taxes, which is calculated as (i) net income, adjusted for the interest, taxes, goodwill and asset impairments, investee and joint venture income and other costs as determined by our compensation committee, multiplied by (ii) one minus the estimated normalized tax rate of 26%, divided by (b) invested capital for fiscal year 2023, which is calculated as (i) short- and long-term debt and debt-like items, plus (ii) total stockholders’ equity, less (iii) total cash and cash equivalents as of fiscal year end. As ROIC includes invested capital since company inception, it is not indicative of return on invested capital on an individual project basis. |

  59. Long-Term Equity Incentive Compensation

    Results of Messrs. MacDonald and Tichy and Ms. College’s 2023 Annual PSUs – Tranche 1 The first 33.3% tranche of Messrs. MacDonald and Tichy and Ms. College’s annual PSUs granted during fiscal 2023 was eligible to become earned based on our performance during fiscal 2023, which resulted in zero PSUs earned for this tranche because of performance below the threshold level. As a result, the target PSUs allocated to this tranche were forfeited. The table below sets forth the threshold, target, and maximum levels of achievement for the performance measure, as well as our actual performance for fiscal 2023 and the resulting payout percentage.

  60. Long-Term Equity Incentive Compensation

    | Performance Measure | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Weighted Payout | | Operating Cash Flow ($M) | 100% | $340.0 | $400.0 | $440.0 | $215.7 | 0.0% | | | | Total Payout Percentage for Tranche 1 | | | | 0.0% |

  61. Long-Term Equity Incentive Compensation

    Results of Fiscal 2022 PSUs – Tranche 2 During fiscal 2022, Messrs. MacDonald and Tichy each received a retention equity award of PSUs that vests in three tranches (one-third each for Mr. MacDonald and 30%, 35% and 35% for Mr. Tichy) over three one-year performance periods (covering fiscal 2022, fiscal 2023 and fiscal 2024). The second tranche of each award was eligible to vest based on performance during fiscal year 2023 and performance measures established by our compensation committee in April 2023. Under each award, achievement of the target performance levels described below would have required performance in excess of actual fiscal 2022 performance. The second tranche (33.3%) of Mr. MacDonald’s 2022 retention PSUs vested based on performance during fiscal 2023, resulting in the vesting of 42,521 PSUs (or 45.4% of the target PSUs allocated to this tranche). The table below sets forth the threshold, target, and maximum levels of achievement for each performance measure, as well as our actual performance for fiscal 2023 and the resulting payout percentage.

  62. Long-Term Equity Incentive Compensation

    | Performance Measure | Weighting | Threshold (50%) | Target (100%) | Maximum (300%) | Actual Performance | Weighted Payout | | Enterprise Active Customers (1) | 1/3 | 25.1 million | 25.5 million | 29.4 million | 25.2 million | 20.8% | | Enterprise Net Sales per Active Customer (2) | 1/3 | $242 | $254.7 | $292.9 | $248.0 | 24.6% | | Ecommerce External Supplies & Discretionary Revenue ($M) (3) | 1/3 | $238.4 | $250 | $287.5 | $229.9 | 0.0% | | | | | Total Payout Percentage for Tranche 2 | | | 45.4% |

  63. Long-Term Equity Incentive Compensation

    | (1) Enterprise Active Customers is calculated as the total number of trackable unique customers (including Pals Loyalty members) that have completed at least one transaction with Petco across any of our channels during fiscal 2023, excluding Pupbox and Marketplace customers. |

  64. Long-Term Equity Incentive Compensation

    | (2) Enterprise Net Sales per Active Customer is calculated by taking total net revenue for Petco divided by Enterprise Active Customers within the applicable fiscal year. |

  65. Long-Term Equity Incentive Compensation

    | (3) Ecommerce External Supplies & Discretionary Revenue represents total revenue generated through digital channels related to our supplies and discretionary businesses. |

  66. Long-Term Equity Incentive Compensation

    The second tranche (35%) of Mr. Tichy’s 2022 retention PSUs vested based on performance during fiscal 2023, resulting in the vesting of 14,231 PSUs (or 29.6% of the target PSUs allocated to this tranche). The table below sets forth the threshold, target, and maximum levels of achievement for each performance measure, as well as our actual performance for fiscal 2023 and the resulting payout percentage.

  67. Long-Term Equity Incentive Compensation

    | Performance Measure | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Weighted Payout | | Pet Care Center EBITDA ($M) (1) | 40% | $663.9 | $708.2 | $779.0 | $500.2 | 0.0% | | Pet Care Center Revenue ($M) (2) | 40% | $5,056.7 | $5,446.6 | $5,718.9 | $5,243.9 | 29.6% | | Pet Care Center External Supplies & Discretionary Revenue ($M) (3) | 20% | $2,132.4 | $2,153.3 | $2,261.0 | $1,971.8 | 0.0% | | | | Total Payout Percentage for Tranche 2 | | | | 29.6% |

  68. Long-Term Equity Incentive Compensation

    | (1) Pet Care Center EBITDA is calculated as brick and mortar (B&M) net income plus interest, income taxes, depreciation and amortization. Petco does not report segment-level results and Pet Care Center EBITDA is an internal measure which does not include certain fully allocated expense including, but not limited to, distribution expenses and corporate general and administrative expenses. |

  69. Long-Term Equity Incentive Compensation

    | (2) Pet Care Center Revenue represents B&M total sales. |

  70. Long-Term Equity Incentive Compensation

    | (3) Pet Care Center External Supplies & Discretionary Revenue represents total revenue generated in the Pet Care Centers related to our supplies and discretionary businesses. |

  71. Other Benefits and Perquisites

    Other Benefits and Perquisites Health and Welfare Benefits Our NEOs are eligible to participate in our health and welfare plans on the same terms offered to all of our salaried partners, with the exception of life insurance and disability coverage—which is provided at enhanced levels for all partners who serve as vice presidents or above. Retirement Benefits We have not maintained, and do not currently maintain, any defined benefit pension plans in which our NEOs participate. All of our NEOs are eligible to participate in our 401(k) plan, which is a broad-based, tax-qualified defined contribution retirement plan in which generally all of our partners who meet the age and service requirements can participate. Under the 401(k) plan, we make discretionary matching contributions, including to our NEOs, equal to 100% of the first 1% of compensation contributed and 50% on the next 2% of compensation contributed, subject to certain limits under the Internal Revenue Code of 1986, as amended (the “Code”), and partners vest ratably in matching contributions over a period of three years of service with the Company. All of our NEOs are also eligible to participate in our nonqualified deferred compensation plan, which is a non-tax-qualified retirement plan that provides eligible partners with an opportunity to defer a portion of their annual base salary and/or bonus. Under the nonqualified deferred compensation plan, we make a discretionary matching contribution of 50% of an eligible partner’s contributions on the first 3% of base salary deferred (or, if the eligible partner is not yet eligible to participate in our 401(k) plan, the first 6% of base salary deferred) and on the first 6% of annual bonus deferred. The nonqualified deferred compensation plan is described further under “Executive Compensation Tables—Nonqualified Deferred Compensation” below. We believe that our retirement programs serve as an important tool to attract and retain our NEOs and other key partners. We also believe that offering the ability to create stable retirement savings encourages our NEOs and other key partners to make a long-term commitment to us. Severance Benefits We have entered into employment agreements or employment letters with each of our NEOs, which are described in more detail under “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” and “—Potential Payments Upon Termination or Change in Control—Employment Agreements” below. The employment agreements and employment letters have historically provided our NEOs with severance protection. We also maintain the Petco Health and Wellness Company, Inc. Executive Severance Plan (the “Executive Severance Plan”), which is described in more detail under “—Potential Payments Upon Termination or Change in Control—Executive Severance Plan” below. The purpose of the Executive Severance Plan is to provide uniform severance benefits to eligible employees, which include each of the NEOs other than the CEO. The compensation committee and our board believe the severance benefits offered under the Executive Severance Plan aid in attracting and retaining experienced executives and reflect fair compensation in the event of a qualifying termination. Perquisites During fiscal 2023, we provided our NEOs with limited perquisites, including financial counseling services and wellness exams. We provide these limited perquisites to ensure our compensation program remains competitive with programs offered by companies for which we compete for talent. In addition, during fiscal 2023, due to security concerns generated from his position with our company, we covered the costs associated with certain security measures at Mr. Coughlin’s personal residence. Messrs. Tichy and MacDonald were provided housing stipends and Ms. College was provided housing assistance and travel support in fiscal 2023 associated with their establishment and maintenance of a residence in San Diego, in each case, as described in more detail under “Executive Compensation Tables—Summary Compensation Table.” 2021 Employee Stock Purchase Plan We also maintain the Petco Health and Wellness Company, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”). The purpose of the ESPP is to encourage and enable our eligible partners to acquire a proprietary interest in us through the ownership of our Class A common stock. The ESPP, and the rights of participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and 423 of the Code. Our NEOs are eligible to participate in the ESPP and purchase a limited number of shares of Class A common stock at a 15% discount, on the same basis as our other partners.

  72. Summary Compensation Table

    Summary Compensation Table The table below sets forth the compensation earned by or granted to our NEOs during fiscal 2023, fiscal 2022, and fiscal 2021. Ms. College was not an NEO for years prior to fiscal 2022.

  73. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) | Total ($) | | Ronald Coughlin, Jr. | 2023 | 1,121,154 | 300,000 | 5,666,668 | — | — | 51,641 | 7,139,463 | | Former Chief Executive Officer | 2022 | 1,100,000 | — | 8,500,026 | 9,900,001 | — | 90,426 | 19,590,453 | | | 2021 | 1,100,000 | — | — | — | 2,750,000 | 175,740 | 4,025,740 | | Brian LaRose | 2023 | 713,462 | 200,000 | 800,007 | — | — | 18,611 | 1,732,080 | | Chief Financial Officer | 2022 | 623,058 | — | 1,850,034 | 2,600,008 | — | 20,506 | 5,093,606 | | | 2021 | 492,500 | — | 800,014 | — | 628,711 | 9,488 | 1,930,713 | | Darren MacDonald | 2023 | 637,019 | 200,000 | 1,930,010 | — | — | 157,604 | 2,924,634 | | Former Chief Customer Officer | 2022 | 618,750 | — | 5,099,030 | 1,600,009 | — | 75,485 | 7,393,274 | | | 2021 | 600,000 | — | — | — | 5,040,094 | 41,980 | 5,682,074 | | Justin Tichy | 2023 | 637,019 | 200,000 | 1,537,980 | — | — | 194,693 | 2,569,692 | | Chief Operating Officer | 2022 | 618,750 | — | 5,700,041 | 1,600,009 | — | 60,037 | 7,978,837 | | | 2021 | 600,000 | 500,000 | — | — | 960,000 | 20,376 | 2,080,376 | | Amy College | 2023 | 611,539 | 200,000 | 1,083,331 | — | — | 196,473 | 2,091,343 | | Former Chief Merchandising and Supply Chain Officer | 2022 | 573,558 | — | 2,033,352 | 3,166,675 | — | 234,854 | 6,008,439 |

  74. Summary Compensation Table

    | (1) Fiscal 2023 was 53 weeks; as such, the base salaries reflected in the Summary Compensation Table include an additional week of pay as compared to the annual amounts (based on 52 weeks) set forth in the “Compensation Discussion and Analysis – Elements of Compensation—Base Salary” section above. |

  75. Summary Compensation Table

    | (2) Amounts in this column represent the cash retention bonuses paid to our NEOs during fiscal 2023. See “Compensation Discussion and Analysis—Elements of Compensation—Fiscal 2023 Cash Retention Bonuses” above for more information. |

  76. Summary Compensation Table

    | (3) Amounts in this column represent the aggregate grant date fair value of the RSUs and PSUs granted during fiscal 2023, fiscal 2022, and fiscal 2021, calculated in accordance with FASB ASC Topic 718. For fiscal 2023, the PSU values include (i) the first tranche of the fiscal 2023 PSUs for each NEO, and (ii) the second tranche of Mr. Tichy’s and Mr. MacDonald’s 2022 Retention PSUs. The grant date fair values of the 2023 RSUs and the 2023 PSUs were based on the closing price of our Class A common stock on April 10, 2023, $9.06, while the grant date fair value of the 2022 PSUs was based on the closing price of our Class A common stock on April 6, 2023, $8.59. The grant date fair values of the PSUs assuming achievement of performance at the maximum level are: |

  77. Summary Compensation Table

    | Name | Tranche 1 of Fiscal 2023 PSUs | Tranche 2 of 2022 Retention PSUs | | Ronald Coughlin, Jr. | $2,833,334 | — | | Brian LaRose | $399,999 | — | | Darren MacDonald | $224,996 | $2,415,036 | | Justin Tichy | $224,996 | $825,963 | | Amy College | $216,661 | — |

  78. Summary Compensation Table

    For additional information regarding the assumptions underlying this calculation, please read Note 12 to our consolidated financial statements for the fiscal year ended February 3, 2024, located in our Annual Report on Form 10-K for such fiscal year. The performance goals for the second and third tranches of the 2023 PSUs were not established in fiscal 2023, and thus, such awards do not yet have a grant date fair value under FASB ASC Topic 718. In accordance with SEC requirements, such tranches will be reported as fiscal 2024 and fiscal 2025 compensation as and when the applicable performance goals are established.

  79. Summary Compensation Table

    | (4) Amounts reported in the “All Other Compensation” column for 2023 include (i) matching contributions under our 401(k) plan made during fiscal 2023, (ii) matching contributions under our nonqualified deferred compensation plan made during fiscal 2023, (iii) life insurance premiums paid by us for the benefit of the NEOs, and (iv) additional amounts, each as set forth in the following table: |

  80. Summary Compensation Table

    | Name | Petco 401(k) Match ($) | Petco NQDC Match ($) | Life Insurance Premiums ($) | Additional Amounts ($)(1) | All Other Compensation Total ($) | | Ronald Coughlin, Jr. | $2,462 | $16,500 | $1,236 | $31,443 | $51,641 | | Brian LaRose | $6,875 | $10,500 | $1,236 | — | $18,611 | | Darren MacDonald | $5,125 | $9,375 | $1,236 | $141,868 | $157,604 | | Justin Tichy | — | $9,375 | $1,236 | $184,082 | $194,693 | | Amy College | $6,060 | — | $1,236 | $189,177 | $196,473 |

  81. Summary Compensation Table

    | (1) Additional amounts represent (i) for Mr. Coughlin, expenses relating to executive wellness and financial benefits and certain security costs at his personal residence; (ii) for Mr. MacDonald, a monthly housing stipend ($92,400) and related tax gross-up ($43,792) and expenses relating to executive wellness benefits; (iii) for Mr. Tichy, a monthly housing stipend ($92,400) and related tax gross-up ($87,859) and expenses relating to executive wellness benefits; and (iv) for Ms. College, a travel allowance, expenses relating to executive financial planning, and a monthly housing stipend ($92,400) and related tax gross-up ($73,134). |

  82. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table includes information regarding annual cash incentive awards under the 2023 AIP and RSUs, PSUs, and stock options under the 2021 Plan, in each case, granted to the NEOs during fiscal 2023.

  83. 2023 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Share of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Ronald Coughlin, Jr. | | | | | | | | | | | | 2023 AIP | | | $280,289 | $1,401,442 | $2,802,885 | | | | | | | 2023 PSUs (3) | 4/10/2023 | 4/6/2023 | | | | 78,183 | 156,365 | 312,730 | | $1,416,667 | | RSUs (4) | 4/10/2023 | 4/6/2023 | | | | | | | 469,095 | $4,250,001 |

  84. 2023 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Share of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Brian LaRose | | | | | | | | | | | | 2023 AIP | | | $114,154 | $570,769 | $1,141,538 | | | | | | | 2023 PSUs (3) | 4/10/2023 | 4/6/2023 | | | | 11,038 | 22,075 | 44,150 | | $200,000 | | RSUs (4) | 4/10/2023 | 4/6/2023 | | | | | | | 66,226 | $600,008 | | Darren MacDonald | | | | | | | | | | | | 2023 AIP | | | $89,183 | $509,615 | $1,019,231 | | | | | | | 2023 PSUs (5) | 4/10/2023 | 4/6/2023 | | | | 6,209 | 12,417 | 24,834 | | $112,498 | | 2022 PSUs (7) | 4/6/2023 | 4/6/2023 | | | | 46,858 | 93,715 | 281,145 | | $805,012 | | RSUs (4) | 4/10/2023 | 4/6/2023 | | | | | | | 111,755 | $1,012,500 | | Justin Tichy | | | | | | | | | | | | 2023 AIP | | | $89,183 | $509,615 | $1,019,231 | | | | | | | 2023 PSUs (5) | 4/10/2023 | 4/6/2023 | | | | 6,209 | 12,417 | 24,834 | | $112,498 | | 2022 PSUs (6) | 4/6/2023 | 4/6/2023 | | | | 24,039 | 48,077 | 96,154 | | $412,981 | | RSUs (4) | 4/10/2023 | 4/6/2023 | | | | | | | 111,755 | $1,012,500 | | Amy College | | | | | | | | | | | | 2023 AIP | | | $85,615 | $489,231 | $978,462 | | | | | | | 2023 PSUs (5) | 4/10/2023 | 4/6/2023 | | | | 5,979 | 11,957 | 23,914 | | $108,330 | | RSUs (4) | 4/10/2023 | 4/6/2023 | | | | | | | 107,616 | $975,001 |

  85. 2023 Grants of Plan-Based Awards Table

    | (1) Amounts in these columns represent the threshold, target, and maximum potential payouts under the 2023 AIP. The threshold potential payments assume threshold achievement of each financial performance measure, with no payout related to individual performance (which has no threshold). Please read “Compensation Discussion and Analysis—Elements of Compensation—Annual Cash Incentive Program” above for more information regarding the 2023 AIP. |

  86. 2023 Grants of Plan-Based Awards Table

    | (2) Amounts in this column represent the aggregate grant date fair value of the RSUs and PSUs granted during fiscal 2023, calculated in accordance with FASB ASC Topic 718. For additional information regarding the assumptions underlying this calculation, please read Note 12 to our consolidated financial statements for the fiscal year ended February 3, 2024, located in our Annual Report on Form 10-K for such fiscal year. See “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentive Compensation” above for more information regarding these grants. |

  87. 2023 Grants of Plan-Based Awards Table

    | (3) These PSUs were earned following the end of fiscal 2023 at 36.8% of target based on the Company’s fiscal 2023 ROIC and total revenue performance. The amounts in this row represent the threshold, target, and maximum number of PSUs that may be earned in respect of 2023 performance. Although the full three-year award (with a total performance period ending January 31, 2026) was approved in April 2023, because the applicable performance targets were not established during fiscal 2023, the fiscal 2024 and fiscal 2025 tranches of these PSUs will be reported as fiscal 2024 and fiscal 2025 grants in accordance with SEC guidance. |

  88. 2023 Grants of Plan-Based Awards Table

    | (4) These RSUs will vest as to 34% on the first anniversary of the grant date and as to 16.5% at the end of each six-month period thereafter, subject to the NEO’s continued employment through each vesting date. |

  89. 2023 Grants of Plan-Based Awards Table

    | (5) These PSUs were forfeited following the end of fiscal 2023 based on the Company’s fiscal 2023 operating cash flow performance at below threshold level. The amounts in this row represent the threshold, target, and maximum number of PSUs that may be earned in respect of 2023 performance. Although the full three-year award (with a total performance period ending January 31, 2026) was approved in April 2023, because the applicable performance targets were not established during fiscal 2023, the fiscal 2024 and fiscal 2025 tranches of these PSUs will be reported as fiscal 2024 and fiscal 2025 grants in accordance with SEC guidance. |

  90. 2023 Grants of Plan-Based Awards Table

    | (6) These PSUs were earned following the end of fiscal 2023 at 29.6% of target based on Pet Care Center’s fiscal 2023 EBITDA, total revenue, and external Supplies & discretionary revenue performance. The amounts in this row represent the threshold, target, and maximum number of PSUs that may be earned in respect of 2023 performance. The full three-year award was originally approved in October 2022, and the applicable performance targets for these PSUs were established in fiscal 2023. |

  91. 2023 Grants of Plan-Based Awards Table

    | (7) These PSUs were earned following the end of fiscal 2023 at 45.4% of target based on the Company’s fiscal 2023 enterprise active customers, external enterprise net sales per active customer, and ecommerce external Supplies & discretionary revenue performance. The amounts in this row represent the threshold, target, and maximum number of PSUs that may be earned in respect of 2023 performance. The full three-year award was originally approved in October 2022, and the applicable performance targets for these PSUs were established in fiscal 2023. |

  92. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  93. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table reflects information regarding outstanding unvested C Units, stock options, PSUs, and RSUs held by our NEOs as of February 3, 2024.

  94. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Exercise Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(20) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(17) | | Ronald Coughlin, Jr. | | | | | | | | | | C Units (1)(2) | | | | | 12,000,000 | $0 | | | | Stock Options | 1,250,000 | — | 18.00 | 1/13/31 | | | | | | Stock Options (3) | 543,955 | 1,269,232 | 10.98 | 12/5/32 | | | | | | RSUs (4) | | | | | 99,895 | $247,740 | | | | RSUs (5) | | | | | 469,095 | $1,163,356 | | | | 2022 PSUs (6) | | | | | | | 100,903 | $250,239 | | 2023 PSUs (7) | | | | | 57,578 | $142,793 | | | | Brian LaRose | | | | | | | | | | C Units (1)(8) | | | | | 800,000 | $0 | | | | Stock Options | 30,000 | — | 18.00 | 1/13/31 | | | | | | Stock Options (12) | 35,069 | 34,376 | 21.06 | 4/26/32 | | | | | | Stock Options (3) | 109,890 | 256,411 | 10.98 | 12/5/32 | | | | | | RSUs (16) | | | | | 11,834 | $29,348 | | | | RSUs (4) | | | | | 14,104 | $34,978 | | | | RSUs (9) | | | | | 63,753 | $158,107 | | | | RSUs (10) | | | | | 8,500 | $21,080 | | | | RSUs (5) | | | | | 66,226 | $164,240 | | | | 2023 PSUs (7) | | | | | 8,129 | $20,160 | | |

  95. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Exercise Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(20) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(17) | | Darren MacDonald | | | | | | | | | | C Units (1)(13) | | | | | 1,000,000 | $0 | | | | Stock Options | 160,715 | — | 18.00 | 1/13/31 | | | | | | Stock Options (12) | 35,069 | 34,376 | 21.06 | 4/26/32 | | | | | | Stock Options (3) | 54,945 | 128,206 | 10.98 | 12/5/32 | | | | | | RSUs (4) | | | | | 14,104 | $34,978 | | | | RSUs (14) | | | | | 185,742 | $460,640 | | | | RSUs (9) | | | | | 31,878 | $79,057 | | | | RSUs (5) | | | | | 111,755 | $277,152 | | | | 2022 PSUs (7) | | | | | 42,521 | $105,452 | | | | Justin Tichy | | | | | | | | | | C Units (1)(11) | | | | | 400,000 | $0 | | | | Stock Options | 160,715 | — | 18.00 | 1/13/31 | | | | | | Stock Options (12) | 35,069 | 34,376 | 21.06 | 4/26/32 | | | | | | Stock Options (3) | 54,945 | 128,206 | 10.98 | 12/5/32 | | | | | | RSUs (4) | | | | | 14,104 | $34,978 | | | | RSUs (10) | | | | | 135,991 | $337,258 | | | | RSUs (9) | | | | | 31,878 | $79,057 | | | | RSUs (5) | | | | | 111,755 | $277,152 | | | | 2022 PSUs (7) | | | | | 14,231 | $35,293 | | | | Amy College | | | | | | | | | | C Units (1)(15) | | | | | 220,000 | $0 | | | | Stock Options | 30,000 | — | 18.00 | 1/13/31 | | | | | | Stock Options (12) | 29,224 | 28,647 | 21.06 | 4/26/32 | | | | | | Stock Options (3) | 146,520 | 341,881 | 10.98 | 12/5/32 | | | | | | RSUs (4) | | | | | 11,753 | $29,147 | | | | RSUs (10) | | | | | 6,801 | $16,866 | | | | RSUs (9) | | | | | 85,004 | $210,810 | | | | RSUs (5) | | | | | 107,616 | $266,888 | | |

  96. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Prior to our initial public offering, our NEOs received equity incentives in the form of Common Series C Units in Scooby LP, our indirect parent (the “C Units”). C Units are intended to qualify as “profits interests” for U.S. income tax purposes. They do not require the payment of an exercise price but are economically similar to stock appreciation rights because they have no value for tax purposes as of the grant date and will obtain value only as the underlying value of the security rises above its “Distribution Threshold,” which acts similarly to an exercise price for a stock option. Although the Distribution Threshold acts similarly to an exercise price for a stock option, the NEOs do not have the ability to “exercise” the C Units. NEOs will only realize value with respect to their vested C Units when distributions are made by Scooby LP, which is generally within the control of our sponsors and conditioned upon the sale of our Class A common stock held by our sponsors. C Units that were granted in the past, and particularly those granted during periods of lower company performance, typically have lower Distribution Thresholds and thus the greatest potential opportunity for appreciation. The amounts in these rows represent the total unvested C Units that were held by our NEOs as of February 3, 2024, all of which were granted prior to our initial public offering, including as far back as 2018. |

  97. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Mr. Coughlin’s unvested C Units were granted with the following Distribution Thresholds and would have vested on the following vesting dates subject to his continued employment with us through each vesting date; however, such C Units were subject to the treatment set forth in Mr. Coughlin’s separation and consulting agreement and general release of claims, as described under “Potential Payments Upon Termination or Change in Control—Mr. Coughlin’s Separation Agreement” below. |

  98. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Number of Unvested C Units | Distribution Threshold | Vesting Dates | | 6,000,000 | $0.50 | April 1, 2024 | | 6,000,000 | $1.00 | 50% on each of July 27, 2024, and July 27, 2025 |

  99. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) These stock options vested as to 10% on June 5, 2023, and 20% on December 5, 2023, and vest as to 30% on June 5, 2024, and as to 40% on December 5, 2024, in each case, subject to the NEO’s continued employment with us through each vesting date. |

  100. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) These RSUs vest ratably on each of April 26, 2024, October 26, 2024, and April 26, 2025, in each case, subject to the NEO’s continued employment with us through each vesting date. |

  101. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) These RSUs vest as to 34% on April 10, 2024, and vest as to 16.5% at the end of each six-month period thereafter, in each case, subject to the NEO’s continued employment with us through each vesting date. |

  102. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) These PSUs will vest following the three-year performance period ending February 1, 2025, based the Company’s adjusted earnings per share and total revenue performance during such performance period. In accordance with SEC rules, these PSUs are reflected at threshold performance. |

  103. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) Includes the PSUs for the following performance periods, which have been earned based on annual Company performance during fiscal 2023. Tranche 1 of the fiscal 2023 PSUs remain subject to the NEO’s continued employment through the compensation committee’s certification following the end of the three-year performance period; however, performance under tranche 1 of the fiscal 2023 PSUs granted to Messrs. MacDonald and Tichy and Ms. College did not achieve threshold performance levels and such PSUs were forfeited. Tranche 2 of the fiscal 2022 PSUs vested upon the compensation committee’s certification of fiscal 2023 performance achievement on March 28, 2024. |

  104. Outstanding Equity Awards at 2023 Fiscal Year-End

    | NEO | Performance Period | | Ronald Coughlin, Jr. | Fiscal 2023 PSUs: Tranche 1: 57,578, earned at 36.8% | | Brian LaRose | Fiscal 2023 PSUs: Tranche 1: 8,129, earned at 36.8% | | Darren MacDonald | 2022 Retention PSUs: Tranche 2: 42,521, earned at 45.4% | | Justin Tichy | 2022 Retention PSUs: Tranche 2: 14,231, earned at 29.6% |

  105. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) Mr. LaRose’s unvested C Units were granted with a Distribution Threshold of $0.60 and will vest ratably on September 16, 2024, and September 16, 2025, in each case, subject to his continued employment with us through each vesting date. |

  106. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (9) These RSUs vest as to approximately 43% on June 5, 2024, and as to 57% on December 5, 2024, in each case, subject to the NEO’s continued employment with us through each vesting date. |

  107. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (10) These RSUs vest ratably on July 19, 2024, January 19, 2025, and July 19, 2025, in each case, subject to the NEO’s continued employment with us through each vesting date. |

  108. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (11) Mr. Tichy’s unvested C Units were granted with a Distribution Threshold of $0.60 and would have vested ratably on August 3, 2024, and August 3, 2025, subject to his continued employment with us through each vesting date; however, Mr. Tichy’s unvested C Units were forfeited upon his resignation. |

  109. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (12) These stock options vested as to 34% on April 26, 2023, and as to 16.5% at the end of each six-month period thereafter, in each case, subject to the NEO’s continued employment with us through each vesting date. |

  110. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (13) Mr. MacDonald’s unvested C Units were granted with a Distribution Threshold of $0.50 and would have vested on July 1, 2024, subject to his continued employment with us through the vesting date; however, such C Units were subject to the treatment set forth in Mr. MacDonald’s separation agreement and general release of claims, as described under “Potential Payments Upon Termination or Change in Control—Mr. MacDonald’s Separation Agreement” below. |

  111. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (14) These RSUs vest ratably on April 18, 2024, October 18, 2024, April 18, 2025, and October 18, 2025, in each case, subject to the NEO’s continued employment with us through each vesting date. |

  112. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (15) Ms. College’s unvested C Units were granted with the following Distribution Thresholds and will vest on the following dates, subject to her continued employment with us through the vesting date; however, any unvested C Units that are scheduled to vest after Ms. College’s transition period will be forfeited upon the termination of her employment. |

  113. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Number of Unvested C Units | Distribution Threshold | Vesting Dates | | 140,000 | $0.60 | 50% on each of August 8, 2024, and August 8, 2025 | | 80,000 | $0.50 | October 1, 2024 |

  114. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (16) These RSUs vest as to 50% on each of March 20, 2024, and September 20, 2024. |

  115. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (17) Other than with respect to C Units, amounts in these columns reflect the value of outstanding RSUs and PSUs as of February 3, 2024, based on a per share price of $2.48, the closing price of our Class A common stock on February 2, 2024, the last trading day of fiscal 2023. With respect to C Units, amounts in these columns reflect the value of outstanding C Units as of February 3, 2024 based on the distributions the C Units would be eligible to receive upon a liquidation of Scooby LP using the closing price of our Class A common stock of $2.48 on February 2, 2024, the last trading day of fiscal 2023 for purposes of valuing the Class A common stock held indirectly by Scooby LP. The per C Unit value is reduced by the applicable Distribution Threshold, resulting in none of the C Units being eligible for distributions as of such date. |

  116. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table reflects the C Units, RSUs, PSUs, and restricted stock held by our NEOs which vested during fiscal 2023. No NEOs exercised any stock options during fiscal 2023.

  117. Option Exercises and Stock Vested

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1)(2) | | Ronald Coughlin, Jr. | | | | C Units | 18,000,000 | 4,620,000 | | RSUs | 170,660 | 1,185,748 | | Brian LaRose | | | | C Units | 400,000 | 0 | | RSUs | 71,197 | 437,074 | | Darren MacDonald | | | | C Units | 1,000,000 | 550,000 | | Restricted Stock | 27,651 | 244,711 | | RSUs | 144,357 | 640,775 | | PSUs | 184,552 | 1,937,796 | | Justin Tichy | | | | C Units | 1,600,000 | 62,000 | | RSUs | 187,408 | 1,229,295 | | PSUs | 55,030 | 577,815 | | Amy College | | | | C Units | 150,000 | 21,700 | | RSUs | 64,338 | 370,323 |

  118. Option Exercises and Stock Vested

    | (1) Does not reflect any actual value realized with respect to the C Units. The value included in this column reflects the theoretical value of the C Units based on the distribution the C Units would have been eligible to receive upon a liquidation of Scooby LP using the closing price of our Class A common stock on the applicable vesting date for purposes of valuing the Class A common stock held indirectly by Scooby LP. In each case, the per C Unit value is reduced by the applicable Distribution Threshold. None of the NEOs have realized any value from the C Units since they were granted. |

  119. Option Exercises and Stock Vested

    | (2) The value of restricted stock, RSUs, and PSUs is determined based on the closing price of our Class A common stock on the applicable vesting date. |

  120. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth information regarding the value of accumulated benefits for our NEOs under our nonqualified deferred compensation plan as of February 3, 2024.

  121. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Ronald Coughlin, Jr. | $33,000 | $16,500 | $931,713 | — | $6,523,944 | | Brian LaRose | $30,336 | $10,500 | $42,220 | — | $225,666 | | Darren MacDonald | $19,126 | $9,375 | $43,491 | $(198,652) | $159,000 | | Justin Tichy | $31,250 | $9,375 | $38,481 | — | $231,682 | | Amy College | — | — | — | — | — |

  122. Nonqualified Deferred Compensation

    | (1) Amounts in this column represent base salary amounts that were payable during fiscal 2023 but the receipt of which was deferred. These amounts are included in the Summary Compensation Table under “Salary” for fiscal 2023. |

  123. Nonqualified Deferred Compensation

    | (2) Amounts in this column represent Petco matching contributions, which are included in the Summary Compensation Table under “All Other Compensation” for fiscal 2023. |

  124. Nonqualified Deferred Compensation

    | (3) The aggregate balance for each NEO includes the following amounts that were included in the Summary Compensation Table in prior fiscal years: (i) for Mr. Coughlin, $4,235,989; (ii) for Mr. LaRose, $140,280; (iii) for Mr. MacDonald, $392,505; and (iv) for Mr. Tichy, $168,410. Ms. College did not participate in our nonqualified deferred compensation plan as of the end of fiscal 2023. |

  125. Nonqualified Deferred Compensation

    Messrs. Coughlin, LaRose, MacDonald, and Tichy have elected to participate in our nonqualified deferred compensation plan, which is an unfunded plan that is available to executives and certain key partners and directors of Petco. Under the plan and pursuant to the terms of their employment agreements, as applicable, participants are permitted to defer a portion of their annual base salary and bonus. We make a matching contribution of 50% of an eligible partner’s contributions on the first 3% of base salary deferred (or, if the eligible partner is not yet eligible to participate in our 401(k) plan, the first 6% of base salary deferred) and on the first 6% of annual bonus deferred. Participants are 100% vested in matching contributions. Participants may select among a broad range of deemed investment alternatives under this plan, and participants’ accounts are credited with a rate of return based on the performance of the selected investments. Petco does not provide above-market earnings on deferred compensation. If a participant separates from service on or after reaching age 55 and attaining six years of service, the participant’s account may be paid in a single lump sum or in annual installments from two to ten years (at the participant’s election). If a participant separates from service without meeting the age and service requirements set forth above, or as a result of his or her death or disability, the participant (or his or her beneficiaries, as applicable) will receive his or her account balance in the form of a lump sum. We have established a rabbi trust to assist in meeting a portion of our obligations under the plan. To the extent required to comply with Section 409A of the Code, payment upon termination of employment is subject to a six-month delay.

  126. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  127. Quantification of Potential Payments

    Quantification of Potential Payments The table below sets forth the aggregate amounts that would have been payable to each NEO under the Executive Severance Plan, Mr. Coughlin’s amended and restated employment agreement, with respect to unvested C Units, and award agreements under the 2021 Plan, as described above, assuming the applicable termination event or Change in Control occurred on February 3, 2024. As of February 3, 2024, none of our NEOs were Retirement-eligible for purposes of awards granted under the 2021 Plan.

  128. Quantification of Potential Payments

    | Name | Termination without Cause ($) | Resignation for Good Reason ($) | Death or Disability ($) | Qualifying Termination in Connection with a Change in Control ($) | Change in Control ($) | | Ronald Coughlin, Jr. | | | | | | | Cash Payments (1) | $1,650,000 | $1,650,000 | — | $4,950,000 | — | | Continued Health Benefits (2) | $22,668 | $22,668 | — | $22,668 | — | | Equity Awards (3) | $1,251,480 | $1,251,480 | $2,829,935 | $2,829,935 | $— | | Total | $2,924,148 | $2,924,148 | $2,829,935 | $7,802,603 | $— | | Brian LaRose | | | | | | | Cash Payments (1) | $700,000 | $700,000 | — | $700,000 | — | | Continued Health Benefits (2) | $15,112 | $15,112 | — | $15,112 | — | | Equity Awards (3) | $— | — | $537,408 | $537,408 | $— | | Total | $715,112 | $715,112 | $537,408 | $1,252,520 | $— | | Darren MacDonald | | | | | | | Cash Payments (1) | $625,000 | $625,000 | — | $625,000 | — | | Continued Health Benefits (2) | $25,248 | $25,248 | — | $25,248 | — | | Equity Awards (3) | $— | — | $1,251,981 | $1,251,981 | $— | | Total | $650,248 | $650,248 | $1,251,981 | $1,902,229 | $— | | Justin Tichy | | | | | | | Cash Payments (1) | $625,000 | $625,000 | — | $625,000 | — | | Continued Health Benefits (2) | $25,248 | $25,248 | — | $25,248 | — | | Equity Awards (3) | $— | — | $944,560 | $944,560 | $— | | Total | $650,248 | $650,248 | $944,560 | $1,594,808 | $— | | Amy College | | | | | | | Cash Payments (1) | $600,000 | $600,000 | — | $600,000 | — | | Continued Health Benefits (2) | $13,692 | $13,692 | — | $13,692 | — | | Equity Awards (3) | $— | — | $583,021 | $583,021 | $— | | Total | $613,692 | $613,692 | $583,021 | $1,196,713 | $— |

  129. Quantification of Potential Payments

    | (1) These amounts include cash severance payments under the Executive Severance Plan or Mr. Coughlin’s amended and restated employment agreement, as applicable. |

  130. Quantification of Potential Payments

    | (2) Amounts in this row are based on premiums in effect as of February 3, 2024, which are assumed for purposes of these calculations to remain in effect throughout the duration of the period in which continued health benefits are provided. |

  131. Quantification of Potential Payments

    | (3) Amounts in this row reflect (i) the C Units that would become vested upon the occurrence of the applicable event based on the distributions the C Units would be eligible to receive upon a liquidation of Scooby LP using the closing price of our Class A common stock of $2.48 on February 2, 2024, the last trading day of fiscal 2023 for purposes of |

  132. Quantification of Potential Payments

    | valuing the Class A common stock held indirectly by Scooby LP, less the applicable Distribution Threshold, and (ii) the stock options, RSUs and PSUs that would become vested upon the occurrence of the applicable event based on a per share price of $2.48, the closing price of our Class A common stock on February 2, 2024, the last trading day of fiscal 2023, less the exercise price, if applicable. No value is reflected herein for any stock options with an exercise price in excess of $2.48. For purposes of any PSUs which remain subject to actual performance following termination, amounts in this row assume achievement of actual performance for completed portions of the performance period and target performance for any incomplete portion of the performance period. |

  133. CEO PAY RATIO

    CEO PAY RATIO The fiscal 2023 annual total compensation of the median compensated employee of all our employees (as determined below), other than Mr. Coughlin, our former CEO, was $31,734; Mr. Coughlin’s fiscal 2023 annual total compensation was $7,139,463; and the ratio of these amounts was 1-to-225. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. For fiscal 2023, as permitted under Item 402(u) of Regulation S-K, we utilized the same median employee used for purposes of calculating our fiscal 2021 and 2022 pay ratios. To identify our median compensated employee, we reviewed the gross wages reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for all individuals, excluding Mr. Coughlin, who were employed by us on December 31, 2021, which wages were annualized for any employee who did not work for the entire year. For these purposes, we identified our employee population as of December 31, 2021, based on our payroll records or based on our treatment of employees for U.S. tax or local tax reporting purposes resulting in an employee population of 28,449. We determined that there were no changes to our employee population or employee compensation in fiscal 2023 that would result in a significant change to our pay ratio. Our median employee is a full-time store partner working in a Missouri store. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  134. PAY VS. PERFORMANCE DISCLOSURE

    PAY VS. PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance measures of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.”

  135. PAY VS. PERFORMANCE DISCLOSURE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(3) | Average Compensation Actually Paid to Non- CEO NEOs ($)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | Net Income ($M)(7) | Adjusted EBITDA ($M)(8) | | 2023 | 7,139,463 | (23,282,472) | 2,329,437 | (3,247,683) | 8.44 | 116.84 | (1,280.2) | $401.1 | | 2022 | 19,590,453 | (11,340,890) | 6,618,539 | 4,513,569 | 39.93 | 87.14 | 89.9 | 530.8 | | 2021 | 4,025,740 | (63,071,055) | 2,890,921 | (2,050,650) | 62.24 | 105.55 | 159.8 | 548.4 | | 2020 | 25,898,323 | 184,711,531 | 6,134,975 | 19,463,127 | 88.54 | 99.27 | (31.7) | 427.6 |

  136. PAY VS. PERFORMANCE DISCLOSURE

    | (1) Mr. Coughlin was our only principal executive officer (PEO) during the 2020 through 2023 fiscal years. The amounts shown represent the amounts reported in the “Total” column of the Summary Compensation Table for Mr. Coughlin in each of the fiscal years. |

  137. PAY VS. PERFORMANCE DISCLOSURE

    | (2) Amounts in this column represent the amount of “compensation actually paid” to Mr. Coughlin, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In accordance with SEC rules, the following adjustments were made to total compensation to determine the 2023 compensation actually paid: |

  138. PAY VS. PERFORMANCE DISCLOSURE

    | Mr. Coughlin | 2023 | | Summary Compensation Table Total | 7,139,463 | | Less , value of Stock Awards and Option Awards reported in Summary Compensation Table | (5,666,668) | | Plus , year-end fair value of outstanding and unvested equity awards granted during the year | 1,306,149 | | Plus , year over year change in fair value of outstanding and unvested equity awards granted during prior years | (16,311,916) | | Plus , change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested during the year | (9,749,500) | | Compensation Actually Paid to CEO | (23,282,472) |

  139. PAY VS. PERFORMANCE DISCLOSURE

    | (3) The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Coughlin) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022 and 2023, Brian LaRose, Darren MacDonald, Justin Tichy, and Amy College; (ii) for 2021, Brian LaRose, Michael Nuzzo, Darren MacDonald, John Zavada, and Justin Tichy; and (iii) for 2020, Michael Nuzzo, Darren MacDonald, Justin Tichy, and Ilene Eskenazi. |

  140. PAY VS. PERFORMANCE DISCLOSURE

    | (4) Amounts in this column represent the average amount of “compensation actually paid” to the Company’s NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In accordance with SEC rules, the following adjustments were made to total compensation to determine the 2023 compensation actually paid: |

  141. PAY VS. PERFORMANCE DISCLOSURE

    | Average Non-CEO NEOs | 2023 | | Average Summary Compensation Table Total | 2,329,437 | | Less , average value of Stock Awards and Option Awards reported in Summary Compensation Table | (1,337,832) | | Plus , average year-end fair value of outstanding and unvested equity awards granted during the year | 286,585 | | Plus , average year over year change in fair value of outstanding and unvested equity awards granted during prior years | (2,905,716) | | Plus , average change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested during the year | (1,620,157) | | Average Compensation Actually Paid to Non-CEO NEOs | (3,247,683) |

  142. PAY VS. PERFORMANCE DISCLOSURE

    | (5) Cumulative total shareholder return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. For purposes of these amounts, the beginning of the measurement period is January 13, 2021, the date of our initial public offering. |

  143. PAY VS. PERFORMANCE DISCLOSURE

    | (6) The peer group used for this purpose is the following published industry index: S&P Retail Index, which is the Company’s industry index utilized in the Performance Graph set forth in our Annual Report on Form 10-K for each fiscal year. |

  144. PAY VS. PERFORMANCE DISCLOSURE

    | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. We inadvertently used our net (loss) income attributable to Class A and B-1 common stockholders in our 2023 Proxy Statement. As such, we have corrected the figures reported above to use our net (loss) income. |

  145. PAY VS. PERFORMANCE DISCLOSURE

    | (8) Adjusted EBITDA is calculated consistent with the description provided in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, under the heading “Reconciliation of Non-GAAP Financial Measures to GAAP Measures.” Beginning in fiscal 2023, we made certain changes to how we define adjusted EBITDA, including to no longer include store pre-opening expenses, store closing expenses, non-cash occupancy costs and certain other costs in our non-GAAP adjustments. As such, we have updated the figures reported above to be consistent with our current calculation methodology. |

  146. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. We generally seek to incentivize long-term performance, and therefore we do not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Shortly before the end of our 2020 fiscal year, we completed our initial public offering. Prior to our initial public o ffering, Mr. Coughlin was granted C Units, many of which remained unvested at the time of the initial public offering. As explained above, C Units are similar to stock options, and in connection with our initial public offering, the C Units exceeded their Distribution Thresholds for the first time. Because the unvested C Units did not have any value prior to the initial public offering, the entire unvested value of Mr. Coughlin’s C Units, even those granted prior to the 2020 fiscal year, is reflected in the “compensation actually paid” to Mr. Coughlin and the other NEOs for the 2020 fiscal year. Importantly, none of this value was realized in connection with the initial public offering, and the intrinsic value of the C Units continues to fluctuate with our stock price, as reflected herein. To date, Mr. Coughlin has not realized any value related to his C Units and does not control the timing of when such value, if any, may be realized.