DEF 14A of Petco Health & Wellness Company, Inc., May 30, 2025

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

Filed May 30, 2025 · FY20240001193125-25-132210

Open on EDGAR

  1. Petco Love

    Petco Love Petco Love is a nonprofit organization working to change lives by making communities and pet families closer, stronger, and healthier. It is an independent 501(c)(3) nonprofit organization supported by contributions from us, Petco customers, and corporate partners. Since its founding in 1999, Petco Love has inspired and empowered animal welfare organizations to make a difference, investing nearly $410 million in adoption and medical care programs, reuniting lost pets, 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 approximately 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 2024, more 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 100,000 pets to their loving homes. Launched in August 2021, Petco Love’s Vaccinated and Loved initiative provides free pet vaccines to its partners. To date, 3.2 million vaccines have been distributed towards a current commitment of 4 million. Providing these much-needed vaccinations in under-resourced communities is something Petco Love believes gives more pets the best chance to live long and healthy lives.

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

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

  3. For a three-year term expiring at the 2028 Annual Meeting of Stockholders

    | R. Michael (Mike) Mohan | | | Board Member Since: 2021 Age: 57 Board Committees: | Mike Mohan has served as a member of our board of directors since March 2021. He previously served as Petco’s Interim Chief Executive Officer from March 2024 to July 2024 and as Lead Independent Director from July 2021 to March 2024. Prior to joining Petco, Mr. Mohan served as President and Chief Operating Officer of Best Buy Co., Inc., a consumer electronics retailer, 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, an audio-video specialty retailer. 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., a casual dining restaurant company, and serves on the board of directors of Jackson Family Wines, a family-run wine company. He also served on the board of directors of VIZIO Holding Corp., a consumer electronics company, from February 2023 to December 2024 when VIZIO was acquired by Walmart. His extensive retail industry and management experience, coupled with his digital marketing acumen, qualifies him to serve on our board of directors. |

  4. For a three-year term expiring at the 2028 Annual Meeting of Stockholders

    | David Lubek | | | Board Member Since: 2023 Age: 45 Board Committees: | David Lubek 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, the investment banking division of the Canadian Imperial Bank of Commerce, in the Mergers and Acquisitions investment banking group. Mr. Lubek also currently serves on the board of directors of Qualtrics, an experience management software company. 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. |

  5. For a three-year term expiring at the 2028 Annual Meeting of Stockholders

    | Christopher J. Stadler | | | Board Member Since: 2016 Age: 60 Board Committees: None | Christopher Stadler 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, and is also on the board of CVC. Prior to joining CVC, he worked for Investcorp, a global investment manager, 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., a membership-only warehouse club operator. 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. |

  6. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL

    CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL

  7. THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | Joel Anderson | | | Board Member Since: 2024 Age: 60 Board Committees: None | Joel Anderson has served as our Chief Executive Officer and a member of our board of directors since July 2024. Mr. Anderson is a highly accomplished retail leader with over 30 years of industry experience and a proven track record of value creation as a public company Chief Executive Officer. He brings deep operational discipline, merchandising skills, and branding expertise and has a passion for leadership development while building strong cultural tenets. Most recently, Mr. Anderson served as the Chief Executive Officer of Five Below, Inc., a publicly traded retail company, from 2015 to 2025. Mr. Anderson previously served as the President and Chief Executive Officer of Walmart.com, an online shopping platform for the retail corporation, from 2011 to 2014, and for four years before that as divisional Senior Vice President of the Northern Plains division of Walmart stores, overseeing over 100,000 associates and more than $25 billion in annual sales. Mr. Anderson currently serves as a director and chairperson of the compensation committee of Sprouts Farmers Market, a supermarket chain. His extensive experience in retail and as a public company executive qualifies him to serve on our board of directors. |

  8. THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | Gary Briggs | | | Board Member Since: 2018 Age: 62 Board Committees: | Gary Briggs has served as a member of our board of directors since 2018 and is currently an independent marketing and strategy consultant. Most recently, Mr. Briggs served as the Senior Advisor, Paid Media, Harris for President from July 2024 to November 2024. He also serves on the board of directors of Etsy, an online marketplace, Combe, Inc., a personal-care company, and Omaze, a private London based company that raises funds for charities. He served on the board of directors of Afterpay, a financial technology company, 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. |

  9. THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | Nishad Chande | | | Board Member Since: 2016 Age: 50 Board Committees: | Nishad Chande 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, a global management consulting firm, from 2003 to 2005, Raymond James Capital, an independent investment bank and financial services company, from 1999 to 2001, and Schroders, an asset management company, from 1997 to 1999. Mr. Chande previously served on the board of directors of BJ’s Wholesale Club Holdings, Inc., a membership-only warehouse club operator. 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. |

  10. THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | Mary Sullivan | | | Board Member Since: 2021 Age: 61 Board Committees: | Mary Sullivan 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, a luxury hospitality company, ending her tenure at the company 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, an entertainment technology company, 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. |

  11. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL

    CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL

  12. THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | Cameron Breitner | | | Board Member Since: 2016 Age: 50 Board Committees: | Cameron Breitner 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., an investment banking firm. 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, a third-party logistics provider, and CFGI, a financial and accounting advisory firm. Mr. Breitner has previously served on the board of directors of BJ’s Wholesale Club Holdings, Inc., a membership-only warehouse club operator, Asplundh, a vegetation management and infrastructure services company, Teneo, a global advisory firm, 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. |

  13. THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | Glenn Murphy | | | Board Member Since: 2024 Age: 63 Board Committees: None | Glenn Murphy has served as Executive Chairman of our board of directors since May 2024. He founded FIS Holdings Ltd., a consumer-focused investment firm, in 2016 and serves as its Chief Executive Officer. Prior to FIS Holdings, Mr. Murphy served as Chairman and Chief Executive Officer of Gap, Inc. from 2007 until 2014. Prior to that, he served as Chairman and Chief Executive Officer of Shoppers Drug Mart Corporation, a retail pharmacy chain, from 2001 to 2007. Mr. Murphy started his career at Loblaw Companies, a Canadian grocery company, where he spent 14 years in various leadership roles. Mr. Murphy also serves as the Executive Chair of the board of Wella Company, a global leader in the beauty industry. He previously served as Executive Chair and then 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. |

  14. THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | Iris Yen | | | Board Member Since: 2023 Age: 53 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. |

  15. Fiscal Year 2024 Director Compensation

    Fiscal Year 2024 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 eligible to receive the following:

  16. Fiscal Year 2024 Director Compensation

    | • | Annual cash retainer of $90,000; |

  17. Fiscal Year 2024 Director Compensation

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

  18. Fiscal Year 2024 Director Compensation

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

  19. Fiscal Year 2024 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; |

  20. Fiscal Year 2024 Director Compensation

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

  21. Fiscal Year 2024 Director Compensation

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

  22. Fiscal Year 2024 Director Compensation

    | • | Annual equity grant of restricted stock units (“RSUs”) under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the “2021 Plan”) with a value of approximately $165,000, subject to cliff vesting on the earlier to occur of (i) the first anniversary of the grant date or (ii) the day of the next annual meeting of stockholders. |

  23. Fiscal Year 2024 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 2024, each eligible member of our board of directors received an annual grant of 49,254 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 Annual Meeting. The table below describes the compensation provided to our eligible directors in fiscal 2024. Mr. Anderson and Mr. Coughlin were not separately compensated for their service on our board of directors, and their fiscal 2024 compensation is described under “Executive Compensation—Executive Compensation Tables—Summary Compensation Table” below. Mr. Mohan served as our Interim Chief Executive Officer from March 2024 through July 2024. As such, Mr. Mohan’s fiscal 2024 compensation for services as Interim Chief Executive Officer and as a non-employee director are described under “Executive Compensation—Executive Compensation Tables—Summary Compensation Table” below.

  24. Fiscal Year 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Gary Briggs | $113,972 | $165,001 | $278,973 | | Nishad Chande (3) | — | — | — | | Christy Lake | $95,000 | $165,001 | $260,001 | | David Lubek (3) | — | — | — | | Sabrina Simmons (4) | $120,000 | $165,001 | $285,001 | | Christopher J. Stadler (3) | — | — | — | | Mary Sullivan (3) | — | — | — | | Iris Yen | $95,000 | $165,001 | $260,001 | | Cameron Breitner (5) | $110,000 | $165,001 | $275,001 |

  25. Fiscal Year 2024 Director Compensation

    | (1) Amounts reported represent the annual cash fees earned by each independent, non-employee director in fiscal 2024, pro-rated for any partial years of service (including partial years of service on committees or as chairperson). The annual cash retainer was increased from $80,000 to $90,000, effective August 4, 2024. |

  26. Fiscal Year 2024 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 2024, calculated in accordance with FASB ASC Topic 718 based on the $3.35 closing price of our Class A common stock on July 29, 2024, the date of grant. For additional information regarding the assumptions underlying this calculation, please read Note 11—Stockholders’ Equity to our consolidated financial statements for the fiscal year ended February 1, 2025, located in our Annual Report on Form 10-K for such fiscal year. As of February 1, 2025, 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 prior to our initial public offering to certain of our Named Executive Officers. Additionally, as of February 1, 2025, each independent director held the following unvested RSUs: Mr. Breitner: 49,254 Mr. Briggs: 49,254; Ms. Lake: 49,254; Ms. Simmons: 49,254, and Ms. Yen: 49,254. |

  27. Fiscal Year 2024 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 2024. |

  28. Fiscal Year 2024 Director Compensation

    | (4) Ms. Simmons was appointed as the Company’s Chief Financial Officer, effective February 17, 2025. |

  29. Fiscal Year 2024 Director Compensation

    | (5) Mr. Breitner became an independent director effective February 4, 2024 and began receiving compensation under our director compensation program effective as of such date. |

  30. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS There are four Class II directors whose term of office expires at the Annual Meeting. One these directors, Christy Lake has resigned as a director of the Company effective as of the election of directors at the Annual Meeting and, therefore, she is not standing for re-election at the Annual Meeting. The size of the board of directors will be automatically reduced to ten directors effective as of the election of directors at the Annual Meeting pursuant to a previous resolution of the board. Our nominating and corporate governance committee has recommended, and our board has approved, each of R. Michael Mohan, David Lubek, and Christopher J. Stadler as nominees for election as Class II directors at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve for a three-year term until the 2028 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 three 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.

  31. 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. |

  32. 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. |

  33. Use of Compensation Consultants

    Use of Compensation Consultants During fiscal 2024, the compensation committee engaged Exequity as its independent compensation consultant. Exequity assisted the compensation committee in designing the executive compensation program for fiscal 2024, which included review and recommendations regarding our 2024 Peer Group (as defined below), a review and analysis of our executive compensation levels and practices relative to the 2024 Peer Group, a review and analysis of remuneration for our board of directors, and recommendations regarding the design of fiscal 2024 short-term and long-term compensation. Other than its services as independent compensation consultant, Exequity did not provide any other services to us during fiscal 2024. 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.

  34. Peer Group

    Peer Group For fiscal 2024, the compensation committee, with the assistance of Exequity, reviewed our peer group and determined that it would remain the same as for fiscal 2023 as it continued to reflect companies in similar industries with comparable revenues, EBITDA, enterprise values, and enterprise value-to-EBITDA ratios, and with whom we may compete for talent (the “Peer Group”). 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 2024 compensation decisions:

  35. 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. | |

  36. 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.

  37. Say-on-Pay Results and Stockholder Feedback

    | • | We are continuing to provide enhanced disclosures regarding the performance goals applicable to the 2024 annual incentive plan and detailed disclosures on the fiscal 2024 performance share units (“PSUs”). |

  38. Say-on-Pay Results and Stockholder Feedback

    | • | The 2025 annual incentive plan continues to emphasize Adjusted EBITDA and utilizes both an Adjusted Free Cash Flow (“FCF”) and a Total Revenue metric, so that our 2025 annual incentive plan creates incentives that are distinguished, yet complementary, with in-flight PSU awards. |

  39. Say-on-Pay Results and Stockholder Feedback

    | • | For fiscal 2025, all NEOs who remain employees received a portion of their annual equity award in the form of PSUs (other than Mr. Murphy who did not receive an additional equity award in fiscal 2025) and a portion as stock options, requiring stock price appreciation before any value is delivered to the participant. |

  40. Say-on-Pay Results and Stockholder Feedback

    | • | The PSUs granted as part of the fiscal 2024 and 2025 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 under our annual incentive plan. |

  41. 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. Our interim CEO and our Chief Human Resources Officer made recommendations to our compensation committee regarding 2024 base salary adjustments for our executive officers (except with respect to their own salaries), and our Executive Chairman made recommendations to our compensation committee regarding the initial base salary for Mr. Anderson. 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 2024, after the completion of internal and external pay benchmarking, the Committee increased Mr. Zavada’s annual base salary from $525,000 to $575,000 and increased Ms. College’s base salary from $600,000 to $625,000, each effective April 28, 2024. The base salaries for Messrs. Anderson, Mohan, Murphy, and Venezia and Ms. May were set in connection with their respective appointments following considerations of their experience, responsibilities, and peer practices. The chart below provides the base salary for each of our NEOs as of the end of fiscal 2024 (or the NEO’s date of termination, if applicable).

  42. 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 2024 (the “2024 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 2024 AIP, each NEO’s annual cash bonus was based on the same plan design and was based on a combination of corporate financial metrics of Adjusted EBITDA (60%) and Adjusted FCF (20%) and on strategic performance measures (20%). 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. The total revenue metric from our 2023 AIP was replaced with an Adjusted FCF metric for the 2024 AIP to reinforce the Company’s commitment towards generating cash and reducing debt. The 2024 Adjusted EBITDA metric also includes a target strike zone for performance between 100% and 106%. Performance within this strike zone equates to a target payout, while performance above or below the strike zone is linearly interpolated up from the threshold (50%) to the low-end of the target range and from the high-end of the target range to the maximum (200%) performance levels. For fiscal 2024, the target annual cash incentive for each of our NEOs were as follows:

  43. Annual Cash Incentive Program

    | Name | Target Annual Cash Incentive (% of Base Salary) | | Joel Anderson | 150% | | R. Michael Mohan (1) | 125% | | Ronald Coughlin, Jr. (2) | 125% | | Brian LaRose | 80% | | Glenn Murphy | 100% | | Holly May | 80% | | Joe Venezia (3) | 80% | | John Zavada (2) | 80% | | Amy College (2)(4) | 80% / 100% |

  44. Annual Cash Incentive Program

    | (1) Mr. Mohan’s 2024 AIP award was pro-rated for the portion of fiscal 2024 in which he served as Interim CEO. |

  45. Annual Cash Incentive Program

    | (2) The 2024 AIP awards for Messrs. Coughlin and Zavada and Ms. College were pro-rated based on their respective termination dates in accordance with their separation agreements, as described in more detail under “Potential Payments Upon Termination or Change in Control—Separation Agreements.” |

  46. Annual Cash Incentive Program

    | (3) In accordance with his employment letter, Mr. Venezia’s target bonus for fiscal 2024 was $140,000, which is equivalent to one quarter of his annual bonus target for a full year in consideration of when he commenced services with Petco. |

  47. Annual Cash Incentive Program

    | (4) Ms. College’s bonus target was changed from 80% to 100% effective April 28, 2024. |

  48. Annual Cash Incentive Program

    In establishing the threshold, target, and maximum performance level for each performance measure, our compensation committee established goals that accounted for a lower budgeted EBITDA for fiscal 2024 in contemplation of anticipated investments to lower costs, improve product mix and inventory, as well as to align the Company’s organizational structure. The following chart shows the threshold, target, and maximum performance level for each financial performance measure and our fiscal 2024 achievement.

  49. Annual Cash Incentive Program

    | Financial Performance Measures | Weighting | Threshold (50% Payout) | Target Range (100% Payout) | Maximum (200% Payout) | Actual Performance | Weighted Payout | | Adjusted EBITDA ($M) (1) | 60% | $318.3 | $335.1-$355.2 | $402.1 | $336.5 | 60% | | Adjusted Free Cash Flow ($M) (2) | 20% | $20.5 | $35.0-$55.0 | $75.0 | $67.6 | 32% | | Total Payout Percentage for Financial Performance Measures | | | | | | 92% |

  50. Annual Cash Incentive Program

    | (1) Non-GAAP measure calculated as our net income, adjusted for the following items: interest expense, income tax benefit or expense, depreciation and amortization, loss on partial extinguishment of debt, goodwill and asset impairment, equity-based compensation expense, other non-operating income or loss, investment and joint venture income, and other costs (restructuring costs, severance expenses, business divestiture costs, and certain non-ordinary course legal matters). This definition is intended to align with the Company’s Adjusted EBITDA as reported in our Annual Report Form 10-K. |

  51. Annual Cash Incentive Program

    | (2) Non-GAAP measure reflecting how much cash Petco generates, calculated as net cash provided by operating activities less cash paid for fixed assets. This definition is intended to align with the Company’s Free Cash Flow as reported in our Annual Report Form 10-K; however, actual Adjusted FCF for purposes of the 2024 AIP excluded $17.9M in severance and related costs and the net effect of changes in operating accounts, after accounting for capital expenditures. |

  52. Annual Cash Incentive Program

    In addition to the financial performance measures, 20% of each NEO’s 2024 AIP award was based on the achievement of strategic goals for the Company overall, which were used in lieu of the individual strategic measures for fiscal 2024 in light of the various executive transitions throughout the year (other than for Ms. May who also had HR-specific strategic goals against which she was evaluated). For fiscal 2024, the NEOs made significant progress towards achieving the following strategic goals set for the Company, in addition to achieving the Company’s Adjusted EBITDA and Adjusted FCF targets: (i) improve retail and operational excellence, (ii) focus efforts on delivering improved customer outcomes, (iii) partner with vendors to enable the growth of Petco’s market share, and (iv) execute quickly and efficiently against common goals. Ms. May’s strategic priorities for the year also included evolving the Company’s operating model, establishing leadership culture, as well as rebuilding Petco’s internal communication strategy. She made significant progress against these priorities during the year while also supporting changes in our executive leadership. In consideration of the following performance highlights, the compensation committee determined each NEO’s personal performance achievement percentage and the associated weighted payout:

  53. Annual Cash Incentive Program

    | Name | Personal Performance Achievement Percentage | Weighted Payout | | Joel Anderson | 120% | 24% | | Glenn Murphy | 120% | 24% | | Holly May | 120% | 24% | | Joe Venezia (1) | 100% | 20% |

  54. Annual Cash Incentive Program

    | (1) Mr. Venezia’s performance was assessed against his contributions towards building a more efficient Pet Care Center operating model. |

  55. Annual Cash Incentive Program

    For our former executives who participated in the Executive Severance Plan and for Messrs. Coughlin and Mohan, the payout percentage under the 2024 AIP was defined to be the average payout percentage for all participants in the 2024 AIP (rounded to the nearest whole percentage point) and the final payout dollar amount was pro-rated for the portion of fiscal 2024 prior to the NEO’s termination of employment. As such, the payout percentage under the 2024 AIP for Messrs. Coughlin, LaRose and Zavada and Ms. College was 116%. Accordingly, our NEOs received the following payouts under the 2024 AIP:

  56. Annual Cash Incentive Program

    | Name | Target Bonus (1) | Payout Percentage | 2024 AIP Payout | | Joel Anderson (2) | $1,950,000 | 116.6% | $2,273,700 | | R. Michael Mohan | $523,558 | 116.0% | $604,698 | | Ronald Coughlin, Jr. | $333,174 | 116.0% | $381,223 | | Brian LaRose | $560,000 | 116.0% | $649,600 | | Glenn Murphy | $181,319 | 116.6% | $211,418 | | Holly May | $500,000 | 116.6% | $583,000 | | Joe Venezia (3) | $140,000 | 112.6% | $157,640 | | John Zavada | $380,000 | 116.0% | $440,800 | | Amy College | $303,077 | 116.0% | $351,569 |

  57. Annual Cash Incentive Program

    | (1) Except as otherwise indicated, target bonuses reflected herein are pro-rated for the portion of fiscal 2024 in which such NEO was employed. |

  58. Annual Cash Incentive Program

    | (2) In accordance with his employment letter, Mr. Anderson’s target bonus for fiscal 2024 was not prorated. |

  59. Annual Cash Incentive Program

    | (3) In accordance with his employment letter, Mr. Venezia’s target bonus for fiscal 2024 was $140,000. |

  60. Other Bonus Awards

    Other Bonus Awards Inducement and Recognition Bonuses Following the departure of our previous Chief Human Resources Officer in October 2023, Mr. Zavada temporarily assumed the roles performed by our Chief Human Resources Officer until Ms. May joined the Company on February 4, 2024. In recognition of his dual role, on March 22, 2024, the compensation committee approved a one-time cash bonus of $45,000 to Mr. Zavada. As part of their offer letters, Ms. May and Mr. Venezia received one-time sign-on cash bonuses of $1,000,000 and $200,000, respectively, which are subject to repayment in the event the NEO voluntarily resigns or if the NEO’s employment is terminated for cause by Petco within two years of the NEO’s start date (100% repayment if such termination occurs during the first year and 50% repayment if such termination occurs during the second year). For Ms. May, this payment was intended to induce her to join the Company after considering her previous experience as a CHRO as well as the significant levels of organizational change anticipated at the Company and to cover expenses associated with Ms. May’s relocation to California. For Mr. Venezia, this payment was intended to compensate him for compensation forfeited in connection with his departure from his prior employer. Retention Bonuses In March and April 2024, in light of Mr. Coughlin’s and other executive officers’ separations and the desire for leadership stability during a period of transition, the compensation committee approved cash retention awards to secure key members of the executive leadership team through this period. Under these cash retention awards, Ms. College was eligible to receive up to $1,500,000 and Messrs. LaRose and Zavada were eligible to receive up to $1,000,000. The cash retention awards were eligible to vest and become paid as to 20% after July 31, 2024, 20% after January 31, 2025, and the remaining 60% after January 31, 2026, in each case, subject to the NEOs’ continued employment. In its decision to approve the cash retention awards, the compensation committee sought to balance previous feedback from shareholders with the need to establish continuity among key members of the leadership team during our search for a permanent CEO. In all cases, the retention awards actually paid to the NEOs were less than the full awarded amounts shown above due to their terminations of employment. For information regarding the treatment of Ms. College and Messrs. LaRose’s and Zavada’s cash retention awards in connection with their terminations, see “Potential Payments Upon Termination or Change in Control” below.

  61. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation Fiscal 2024 Annual Awards In April 2024, each of Messrs. LaRose and Zavada and Mses. May and College received an annual equity award comprised 75% of RSUs and 25% of PSUs. RSUs : The 2024 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 2024 annual PSUs will cliff vest following the completion of a performance period covering fiscal years 2024, 2025 and 2026, based on the achievement of three-year absolute total shareholder return (“TSR”) and subject to the NEO’s continued employment through the compensation committee’s certification of such performance. The absolute TSR multiple under the 2024 PSUs is measured by dividing the Petco stock price at the end of the performance period (plus reinvested dividends, if any) by $2.00, with the performance level and resulting payout percentage determined in accordance with the following table (linearly interpolated below the levels set forth below). Petco’s stock price on the date of the grant was $1.65, and the $2.00 measurement price reflects a premium to that amount.

  62. Long-Term Equity Incentive Compensation

    | Performance Level | Absolute TSR | Payout Percentage | | Below Threshold | Below 250% | 0% | | Threshold | 250% | 50% | | Target | 400% | 100% | | Maximum | 500% | 200% |

  63. Long-Term Equity Incentive Compensation

    The table below sets forth the target 2024 annual long-term equity award value and the number of RSUs and target PSUs granted to the NEOs in April 2024:

  64. Long-Term Equity Incentive Compensation

    | Name | 2024 Target Equity Award | 2024 RSUs | 2024 PSUs (at Target) | | Brian LaRose | $1,100,000 | 500,000 | 145,503 | | Holly May | $1,100,000 | 500,000 | 145,503 | | John Zavada | $800,000 | 363,637 | 105,821 | | Amy College | $1,100,000 | 500,000 | 145,503 |

  65. Long-Term Equity Incentive Compensation

    CEO Initial Equity Award In connection with Mr. Anderson’s appointment as CEO, on July 29, 2024, Mr. Anderson was granted initial equity awards with a total target grant date value of $15,000,000. In addition to providing for immediate alignment with shareholder interests, Mr. Anderson’s initial equity awards were also intended to compensate him for compensation forfeited in connection with his departure from his prior employer. Mr. Anderson’s initial equity award was granted (i) one-third as RSUs, (ii) one-third as PSUs, (iii) one-sixth as premium-priced stock options with an exercise price of $5.00, and (iv) one-sixth as premium-priced stock options with an exercise price of $7.50. The RSUs and the stock options vest as to 34% on the first anniversary of his start date and 16.5% at the end of each six-month thereafter through the third anniversary of his start date. The PSUs are eligible to vest following a three-year performance period ending January 29, 2028 (i.e., covering fiscal 2025, 2026, and 2027), subject to the Company’s achievement of a three-year cumulative Adjusted EBITDA goal. A portion of the PSUs are also subject to an Adjusted EBITDA gate, pursuant to which 10% of the target PSUs will be automatically forfeited if (i) the Company’s fiscal 2025 Adjusted EBITDA is less than a specified threshold, or (ii) the Company’s fiscal 2026 or fiscal 2027 Adjusted EBITDA does not exceed the Adjusted EBITDA in the immediately preceding fiscal year. Interim CEO Equity Awards In connection with Mr. Mohan’s appointment as Interim CEO, on March 15, 2024, Mr. Mohan was granted initial equity awards having a grant date value of approximately $8,000,000, which approximates the annual equity award amount of the former CEO, Mr. Coughlin, with one-third of such value granted as RSUs and two-thirds as premium-priced stock options with an exercise price of $5.00. These awards vested in equal monthly installments over the 12-month period following March 13, 2024, his commencement date, subject to his continued service as Interim CEO. With the appointment of Mr. Anderson as the permanent CEO, on July 29, 2024, Mr. Mohan’s employment with the Company was terminated, and he transitioned back to serving as a non-employee director and was appointed as chairperson of the newly formed Value Creation Committee of our board of directors. In connection with his service on the Value Creation Committee, we amended Mr. Mohan’s unvested RSUs and stock options to provide for continued vesting in the portion of such equity awards that were originally scheduled to vest during the two-month period following his transition. Such portion remained outstanding and eligible to vest in equal installments during the five-month period following July 29, 2024, while all remaining unvested RSUs and stock options were forfeited upon his termination of employment as Interim CEO. Executive Chairman Equity Awards In connection with Mr. Murphy’s appointment as Executive Chairman, on May 24, 2024, Mr. Murphy was granted stock options to purchase: (i) 1,074,000 shares at an exercise price of $3.58 (the closing price on the grant date); (ii) 750,000 shares at an exercise price of $5.00; (iii) 1,000,000 shares at an exercise price of $7.50; and (iv) 1,000,000 shares at an exercise price of $10.00, in each case, which vest in equal quarterly installments over the three-year period following May 14, 2024, his commencement date. These premium priced options require substantial stock price appreciation before Mr. Murphy can recognize any value associated with such stock options—directly aligning his interests with those of our shareholders. Mr. Murphy was also granted 1,000,000 RSUs on such date, which vest on the same schedule as his stock options. In August 2024, at Mr. Murphy’s request, the then-unvested RSUs were converted into shares of unvested restricted stock. The conversion was due to certain Canadian tax implications for Mr. Murphy, and there was no impact or additional accounting expense recognized by the Company. All shares received in settlement of RSUs or upon vesting of restricted stock are required to be held until May 14, 2027. These initial equity awards were intended to compensate Mr. Murphy for a multi-year term as Executive Chairman; accordingly, Mr. Murphy did not receive an annual equity award in fiscal 2025. Initial Equity Awards for Other NEOs Prior to joining the Company, Ms. May’s total compensation exceeded her pay package at Petco. Consequently, as part of her employment offer to induce her to join the Company, on April 15, 2024, Ms. May received an initial RSU award with a target value of $2,500,000, which will vest as to 10% on the first anniversary of the grant date, as to 20% on the second anniversary of the grant date, as to 30% on the third anniversary of the grant date, and as to 40% on the fourth anniversary of the grant date. The back-loaded vesting design bolsters the retention value of the RSUs. As part of his employment offer to induce him to join the Company, to replace certain forfeited compensation with his prior employer, and to provide an immediate alignment with shareholder interests, on November 18, 2024, Mr. Venezia received an initial RSU award with a target value of $1,500,000, which will vest 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, consistent with the vesting schedule applicable to annual RSU awards. Results of Fiscal 2023 PSUs – Tranche 2 The fiscal 2023 PSUs granted to Messrs. LaRose and Zavada and Ms. College vest based on achievement of an Operating Cash Flow metric over a three-year performance period ending January 31, 2026 (i.e., covering the 2023, 2024 and 2025 fiscal years). The threshold, target, and maximum metrics applicable to the second one-third tranche of the 2023 PSUs were determined by our compensation committee at the beginning of fiscal 2023 and related to performance over fiscal 2024, and as a result, this tranche was deemed granted in fiscal 2024 under applicable accounting and SEC requirements. The termination of Mr. Coughlin’s employment was approved prior to the approval of the 2024 performance metrics, and tranches 2 and 3 of his 2023 PSUs were forfeited upon his separation. Further, because of their respective terminations of employment prior to the end of the three-year performance period, the 2023 PSUs held by Messrs. LaRose and Zavada and Ms. College were forfeited. The following table shows the threshold, target, and maximum performance goals for the second tranche of the 2023 PSUs and our achievement against such measures; however, since the award requires NEOs to remain employed for the entire three-year performance period, none of the NEOs will receive any payout thereunder on account of their respective terminations.

  66. Long-Term Equity Incentive Compensation

    | Performance Measure | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Weighted Payout | | Fiscal 2024 Operating Cash Flow ($M) | 100% | $143.1 | $159.0 | $206.7 | $177.7 | 139.2% |

  67. Long-Term Equity Incentive Compensation

    Results of Mr. Coughlin’s Fiscal 2022 PSUs During fiscal 2022, Mr. Coughlin received PSUs that vest after fiscal 2024 based on the Company’s adjusted earnings per share (EPS) (weighted 50%) and total revenue (weighted 50%) performance during fiscal 2024. The table below sets forth the threshold, target, and maximum levels of achievement for each performance measure, as well as the actual performance achieved. Because the actual performance achieved was below threshold, such PSUs were not earned.

  68. Long-Term Equity Incentive Compensation

    | Performance Measure | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Weighted Payout | | Fiscal 2024 Adjusted EPS (1) | 50% | $1.12 | $1.40 | $1.68 | $(0.07) | 0% | | Fiscal 2024 Total Revenue ($M) | 50% | $6,570 | $7,300 | $8,030 | $6,116 | 0% |

  69. Long-Term Equity Incentive Compensation

    | (1) Adjusted EPS is a non-GAAP financial metric calculated as the Company’s GAAP net income, adjusted for the following items: interest, taxes, depreciation, amortization, equity compensation, severance, goodwill/asset impairments, PCC pre-opening/closing expenses, investment/JV income, non-cash occupancy costs, and other non-recurring costs, less income tax expense (at 26%), and with such resulting total divided by our average weighted diluted shares. |

  70. 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 U.S. 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. Prior to January 1, 2025, the discretionary matching contributions were 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. Effective January 1, 2025, the Company converted its 401(k) plan to a “safe harbor plan” and will generally match 100% of the first 3% of compensation plus 50% of the next 2% of compensation that is contributed by each participating partner to the 401(k) plan, which matching contributions are fully vested. All of our U.S. 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 may 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 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 currently employed NEOs other than Mr. Anderson and Mr. Murphy. The severance benefits provided for Mr. Anderson and Mr. Murphy are set forth in their employment offer letters and are described in more detail under “Potential Payments Upon Termination or Change in Control” below. The compensation committee and our board of directors believe the severance benefits offered under the Executive Severance Plan and employment offer letters aid in attracting and retaining experienced executives and reflect fair compensation in the event of a qualifying termination. Perquisites During fiscal 2024, 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 2024, 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 prior to his termination. In August 2024, Mr. Anderson also received a one-time cash relocation allowance payment of $300,000 to cover expenses associated with his relocation to San Diego, California, subject to pro-rata repayment if he resigns without good reason or is terminated for cause by the Company prior to the end of 2025. Mses. May and College were also provided housing assistance, and Ms. College received travel support, in fiscal 2024 associated with their establishment and maintenance of a residence in San Diego, as described in more detail under “Summary Compensation Table” below. 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.

  71. Equity Award Grant Practices

    Equity Award Grant Practices Generally, the board of directors approves grants of annual equity awards to the NEOs with a grant date to be effective either in early March, well in advance of our earnings release, or April following the filing of our Annual Report on Form 10-K, which are typically times when there is no material nonpublic information (MNPI). However, in connection with the appointment of new officers, the board of directors may approve grants to be effective at other times in connection with or shortly following the individual’s start date. During fiscal 2024, we did not time the disclosure of MNPI for the purpose of affecting the value of executive compensation. During fiscal 2024, the board of directors aimed to set the date of grant of Mr. Murphy’s inducement equity awards to be granted in connection with his joining Petco as Executive Chairman such that the share price on the date of grant would reflect the release of all material nonpublic information. Specifically, on May 13, 2024, the board of directors approved his inducement awards with a grant date of May 24, 2024, which was the second business day after the release of Petco’s earnings for the first quarter and during an open trading window. However, on May 28, 2024, Mr. Tichy notified Petco of his resignation resulting in a Form 8-K filed after markets closed on May 28, 2024. In addition, because Mr. Anderson’s stock options were granted in connection with his appointment which was effective July 29, 2024, which ultimately coincided with Mr. Mohan’s appointment to serve as the Chair of the Value Creation Committee, Petco filed a Form 8-K after markets closed on August 2, 2024 to disclose certain compensation terms related to Mr. Mohan’s services. Due to these Form 8-K events, as required by SEC rules, the table below sets forth certain information about the stock options granted to Messrs. Murphy and Anderson. Notably, the exercise price for all such awards exceeded Petco’s stock price both the day before and the day after when the applicable Form 8-Ks were filed.

  72. Equity Award Grant Practices

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/Sh) | Grant Date Fair Value of the Award | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of MNPI and the Trading Day Beginning Immediately Following the Disclosure of MNPI | | | Glenn Murphy | May 24, 2024 | 1,074,000 | $3.58 | $2,362,800 | (8.5 | )% (1) | | | May 24, 2024 | 750,000 | $5.00 | $1,455,000 | (8.5 | )% (1) | | | May 24, 2024 | 1,000,000 | $7.50 | $1,920,000 | (8.5 | )% (1) | | | May 24, 2024 | 1,000,000 | $10.00 | $1,710,000 | (8.5 | )% (1) | | Joel Anderson | July 29, 2024 | 1,366,121 | $5.00 | $2,500,001 | (6.9 | %) (2) | | | July 29, 2024 | 1,381,216 | $7.50 | $2,500,001 | (6.9 | %) (2) |

  73. Equity Award Grant Practices

    | (1) Reflects the percentage change in the closing market price of our Class A common stock between the trading day ending immediately prior to the disclosure of MNPI ($3.42 on May 28, 2024) and the trading day beginning immediately following the disclosure of MNPI ($3.13 on May 29, 2024). |

  74. Equity Award Grant Practices

    | (2) Reflects the percentage change in the closing market price of our Class A common stock between the trading day ending immediately prior to the disclosure of MNPI ($2.90 on August 2, 2024) and the trading day beginning immediately following the disclosure of MNPI ($2.70 on August 5, 2024). |

  75. Fiscal 2025 Compensation Decisions

    Fiscal 2025 Compensation Decisions Our 2025 AIP has been updated with revised metrics and weightings. Each of our NEO’s annual cash bonus will be based on three corporate financial metrics (Adjusted EBITDA, Adjusted FCF, and Revenue). The Adjusted EBITDA metric is weighted at 60% of the total bonus payout, and the Adjusted FCF and Revenue metrics are each weighted at 20% of the total payout. Performance for each metric will be linearly interpolated up from the threshold (50%) to maximum (200%). For 2025, our compensation committee also recommended, and our board of directors approved, annual equity awards to our currently employed NEOs (other than Mr. Murphy) that were 50% time-based RSUs, 25% stock options, and 25% PSUs. The time-based RSUs and stock options will vest on the same three-year vesting schedule applicable to RSUs granted during fiscal 2024 and the PSUs are eligible to become earned based on three-year absolute TSR performance through fiscal 2027.

  76. Summary Compensation Table

    Summary Compensation Table The table below sets forth the compensation earned by or granted to our NEOs during fiscal 2024, fiscal 2023, and fiscal 2022.

  77. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Compensation ($) | All Other Compensation ($)(4) | Total ($) | | Joel Anderson | 2024 | $675,000 | $— | $10,000,005 | $5,000,002 | $2,273,700 | $309,584 | $18,258,291 | | CEO | | | | | | | | | | R. Michael Mohan | 2024 | $546,522 | $— | $2,927,860 | $6,518,519 | $604,698 | $531 | $10,598,130 | | Former Interim CEO; Director | | | | | | | | | | Ronald Coughlin, Jr. | 2024 | $266,539 | $— | $— | $— | $— | $3,022,781 | $3,289,320 | | Former CEO and Director | 2023 | $1,121,154 | $300,000 | $5,666,668 | $— | $— | $51,641 | $7,139,463 | | | 2022 | $1,100,000 | $— | $8,500,027 | $9,900,001 | $— | $90,426 | $19,590,454 | | Brian LaRose | 2024 | $700,000 | $400,000 | $1,148,345 | $— | $— | $669,152 | $2,917,497 | | Former Chief Financial Officer | 2023 | $713,462 | $200,000 | $800,007 | $— | $— | $18,611 | $1,732,080 | | | 2022 | $623,058 | $— | $1,850,034 | $2,600,008 | $— | $20,506 | $5,093,606 | | Glenn Murphy | 2024 | $181,319 | $— | $3,580,000 | $7,447,800 | $211,418 | $— | $11,420,537 | | Executive Chairman | | | | | | | | | | Holly May | 2024 | $625,000 | $1,000,000 | $3,600,001 | $— | $583,000 | $213,309 | $6,021,311 | | Chief Human Resources Officer | | | | | | | | | | Joe Venezia | 2024 | $148,077 | $200,000 | $1,500,001 | $— | $157,640 | $21,895 | $2,027,613 | | Chief Revenue Officer | | | | | | | | | | John Zavada | 2024 | $475,000 | $245,000 | $822,161 | $— | $— | $1,383,168 | $2,925,329 | | Former Chief Administrative Officer | | | | | | | | | | Amy College | 2024 | $330,769 | $320,000 | $1,126,187 | $— | $— | $1,112,677 | $2,889,633 | | Former Chief Merchandising and Supply Chain Officer | 2023 | $611,539 | $200,000 | $1,083,331 | $— | $— | $196,473 | $2,091,343 | | | 2022 | $573,558 | $— | $2,033,352 | $3,166,675 | $— | $234,854 | $6,008,438 |

  78. 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. For Mr. Mohan, $418,846 reflects base salary earned for services as Interim CEO, and $127,675 reflects the cash retainer earned for services as a non-employee director. |

  79. Summary Compensation Table

    | (2) Amounts in this column for fiscal 2024 represent cash inducement and recognition awards. See “Compensation Discussion and Analysis—Elements of Compensation—Other Bonus Awards” above for more information. |

  80. Summary Compensation Table

    | (3) Amounts in this column represent the aggregate grant date fair value of the RSUs, stock options, and PSUs granted during fiscal 2024, fiscal 2023, and fiscal 2022, calculated in accordance with FASB ASC Topic 718. For fiscal 2024, the PSU values include the second tranche of the fiscal 2023 PSUs for each NEO who received fiscal 2023 PSUs because the performance goals for such tranche were established in fiscal 2024. The grant date fair values of the RSUs are based on the closing prices of our Class A common stock on the applicable dates of grant of March 15, 2024 ($2.11), April 15, 2024 ($1.65), May 24, 2024 ($3.58), July 29, 2024 ($3.35), and November 18, 2024 ($3.94). In accordance with FASB ASC Topic 718, the grant date fair value of the 2024 PSUs is based on a Monte Carlo simulation with the following assumptions: the closing price of our Class A common stock on April 15, 2024 ($1.65), a risk-free interest rate of 4.75%, a 62.16% expected volatility, and a term of 2.79 years. The grant date fair values of tranche 2 of the 2023 PSUs and Mr. Anderson’s CEO PSUs are based on the closing price of our Class A common stock on the applicable dates of grant of March 27, 2024 ($2.19) and July 29, 2024 ($3.35), respectively. The grant date fair values of the PSUs assuming achievement of performance at the maximum level are: |

  81. Summary Compensation Table

    | Name | Tranche 2 of Fiscal 2023 PSUs | 2024 PSUs | CEO PSUs | | Joel Anderson | — | — | $10,000,004 | | Brian LaRose | $96,689 | $480,160 | — | | Holly May | — | $480,160 | — | | John Zavada | $44,316 | $349,209 | — | | Amy College | $52,372 | $480,160 | — |

  82. Summary Compensation Table

    For additional information regarding the assumptions underlying this calculation, including assumptions underlying the grant date fair value of stock options, please read Note 11 to our consolidated financial statements for the fiscal year ended February 1, 2025, located in our Annual Report on Form 10-K for such fiscal year. For Mr. Mohan, $8,000,003 reflects the grant date fair value of RSUs and stock options granted for his services as interim Chief Executive Officer, and $2,481,483 reflects the modification expense recognized in connection with the modification of his RSU and stock option award as described under “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentive Compensation—Interim CEO Equity Awards” above.

  83. Summary Compensation Table

    | (4) Amounts reported in the “All Other Compensation” column for 2024 include (i) matching contributions under our 401(k) plan made during fiscal 2024, (ii) matching contributions under our nonqualified deferred compensation plan made during fiscal 2024, (iii) life insurance premiums paid by us for the benefit of the NEOs, (iv) severance payments, as described in more detail under “Potential Payments Upon Termination or Change in Control—Separation Agreements” below, (v) relocation allowance, as described under “Compensation Discussion and Analysis—Perquisites” above, and (vi) additional amounts, each as set forth in the following table: |

  84. Summary Compensation Table

    | Name | Petco 401(k) Match ($) | Petco NQDC Match ($) | Life Insurance Premiums | Severance Payments | Relocation Allowance | Additional Amounts (a) | Total All Other Compensation | | Joel Anderson | — | $9,000 | $584 | — | $300,000 | — | $309,584 | | R. Michael Mohan | — | — | $531 | — | — | — | $531 | | Ronald Coughlin, Jr. | $821 | — | $360 | $2,031,223 | — | $990,377 | $3,022,781 | | Brian LaRose | $7,683 | $10,500 | $1,369 | $649,600 | — | — | $669,152 | | Glenn Murphy | — | — | — | — | — | — | — | | Holly May | — | — | $1,221 | — | — | $212,088 | $213,309 | | Joe Venezia | — | — | $159 | — | — | $21,736 | $21,895 | | John Zavada | $6,117 | — | $1,263 | $1,375,788 | — | — | $1,383,168 | | Amy College | $2,989 | — | $759 | $1,018,404 | — | $90,525 | $1,112,677 |

  85. Summary Compensation Table

    | (a) Additional amounts represent (i) for Mr. Coughlin, expenses relating to executive wellness and financial benefits, certain security costs at his personal residence and consulting fees ($967,500) for his services as a consultant following his separation date, as described in more detail under “Potential Payments Upon Termination or Change in Control—Separation Agreements—Mr. Coughlin” below; (ii) for Ms. May, expenses relating to executive financial planning and executive medical benefits, and a monthly housing stipend ($92,400) and related tax gross-up ($94,692); (iii) for Mr. Venezia, expenses relating to executive financial planning, and (iv) for Ms. College, a travel allowance, expenses relating to executive financial planning, and a monthly housing stipend ($46,200) and related tax gross-up ($21,577). |

  86. 2024 Grants of Plan Based Awards Table

    2024 Grants of Plan Based Awards Table The following table includes information regarding (i) annual cash incentive awards under the 2024 AIP and (ii) RSUs, PSUs, and stock options granted under the 2021 Plan and as inducement awards, in each case, to the NEOs during fiscal 2024.

  87. 2024 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 Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Stock Options (#) | Exercise or Base Price of Stock Option Awards ($)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Joel Anderson | | | | | | | | | | | | | | Annual Cash Incentive | | | $780,000 | $1,950,000 | $3,900,000 | | | | | | | | | Inducement PSUs (4) | 7/29/2024 | 7/16/2024 | | | | 746,269 | 1,492,538 | 2,985,076 | | | | $5,000,002 | | RSUs (4) | 7/29/2024 | 7/16/2024 | | | | | | | 1,492,538 | | | $5,000,002 | | Options (4) | 7/29/2024 | 7/16/2024 | | | | | | | | 1,366,121 | $5.00 | $2,500,001 | | Options (4) | 7/29/2024 | 7/16/2024 | | | | | | | | 1,381,216 | $7.50 | $2,500,001 | | Mike Mohan | | | | | | | | | | | | | | Annual Cash Incentive | | | $208,516 | $521,291 | $1,042,582 | | | | | | | | | RSUs (4) | 3/15/2024 | 3/12/2024 | | | | | | | 1,263,824 | | | $2,666,669 | | Options (4) | 3/15/2024 | 3/12/2024 | | | | | | | | 7,407,407 | $5.00 | $5,333,334 | | RSU Modification (5) | 7/29/2024 | 7/25/2024 | | | | | | | 210,638 | | | $261,191 | | Option Modification (5) | 7/29/2024 | 7/25/2024 | | | | | | | | 1,234,568 | $5.00 | $1,185,185 | | Ronald Coughlin, Jr. | | | | | | | | | | | | | | Annual Cash Incentive | | | $131,456 | $328,640 | $657,280 | | | | | | | | | Brian LaRose | | | | | | | | | | | | | | Annual Cash Incentive | | | $224,000 | $560,000 | $1,120,000 | | | | | | | | | 2023 PSUs (6) | 3/27/2024 | 3/27/2024 | | | | 11,038 | 22,075 | 44,150 | | | | $48,344 | | 2024 PSUs (7) | 4/15/2024 | 4/3/2024 | | | | 72,752 | 145,503 | 291,006 | | | | $275,001 | | RSUs (7) | 4/15/2024 | 4/3/2024 | | | | | | | 500,000 | | | $825,000 | | Glenn Murphy | | | | | | | | | | | | | | Annual Cash Incentive | | | $72,528 | $181,319 | $362,638 | | | | | | | | | RSUs (4) | 5/24/2024 | 5/13/2024 | | | | | | | 1,000,000 | | | $3,580,000 | | Options (4) | 5/24/2024 | 5/13/2024 | | | | | | | | 1,074,000 | $3.58 | $2,362,800 | | Options (4) | 5/24/2024 | 5/13/2024 | | | | | | | | 750,000 | $5.00 | $1,455,000 | | Options (4) | 5/24/2024 | 5/13/2024 | | | | | | | | 1,000,000 | $7.50 | $1,920,000 | | Options (4) | 5/24/2024 | 5/13/2024 | | | | | | | | 1,000,000 | $10.00 | $1,710,000 | | Holly May | | | | | | | | | | | | | | Annual Cash Incentive | | | $200,000 | $500,000 | $1,000,000 | | | | | | | | | 2024 PSUs (7) | 4/15/2024 | 4/3/2024 | | | | 72,752 | 145,503 | 291,006 | | | | $275,001 | | RSUs (4) | 4/15/2024 | 4/3/2024 | | | | | | | 1,515,152 | | | $2,500,001 | | RSUs (7) | 4/15/2024 | 4/3/2024 | | | | | | | 500,000 | | | $825,000 | | Joe Venezia | | | | | | | | | | | | | | Annual Cash Incentive | | | $56,000 | $140,000 | $280,000 | | | | | | | | | RSUs (4) | 11/18/2024 | 10/28/2024 | | | | | | | 380,711 | | | $1,500,001 | | John Zavada | | | | | | | | | | | | | | Annual Cash Incentive | | | $152,000 | $380,000 | $760,000 | | | | | | | | | 2023 PSUs (6) | 3/27/2024 | 3/27/2024 | | | | 5,059 | 10,118 | 20,236 | | | | $22,158 | | 2024 PSUs (7) | 4/15/2024 | 4/3/2024 | | | | 52,911 | 105,821 | 211,642 | | | | $200,002 | | RSUs (7) | 4/15/2024 | 4/3/2024 | | | | | | | 363,637 | | | $600,001 |

  88. 2024 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 Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Stock Options (#) | Exercise or Base Price of Stock Option Awards ($)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Amy College | | | | | | | | | | | | | | Annual Cash Incentive | | | $121,231 | $303,077 | $606,154 | | | | | | | | | 2023 PSUs (6) | 3/27/2024 | 3/27/2024 | | | | 5,979 | 11,957 | 23,914 | | | | $26,186 | | 2024 PSUs (7) | 4/15/2024 | 4/3/2024 | | | | 72,752 | 145,503 | 291,006 | | | | $275,001 | | RSUs (7) | 4/15/2024 | 4/3/2024 | | | | | | | 500,000 | | | $825,000 |

  89. 2024 Grants of Plan Based Awards Table

    | (1) Amounts in these columns represent the threshold, target, and maximum potential payouts under the 2024 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 2024 AIP. |

  90. 2024 Grants of Plan Based Awards Table

    | (2) The exercise price of Mr. Murphy’s 1,074,000 stock option grant was equal to the closing price on the grant date; however, the exercise price of each other stock option award granted to Messrs. Anderson, Mohan and Murphy during fiscal 2024 was set at a level higher than the closing price on the grant date to align with stockholders’ interests and only reward such NEOs for significant stock price appreciation. |

  91. 2024 Grants of Plan Based Awards Table

    | (3) Amounts in this column represent the aggregate grant date fair value of the RSUs, PSUs, and stock options granted or deemed granted during fiscal 2024, calculated in accordance with FASB ASC Topic 718. For additional information regarding the assumptions underlying this calculation, please read Note 11 to our consolidated financial statements for the fiscal year ended February 1, 2025, 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. |

  92. 2024 Grants of Plan Based Awards Table

    | (4) Amounts in this row represent initial equity awards granted to the applicable NEO, as described further in the “Compensation Discussion and Analysis—Elements of Compensation—Long Term Incentive Compensation” above. |

  93. 2024 Grants of Plan Based Awards Table

    | (5) Amounts in this row represent the incremental fair value resulting from the modification of Mr. Mohan’s RSU and stock option awards as described under “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentive Compensation—Interim CEO Equity Awards” above. |

  94. 2024 Grants of Plan Based Awards Table

    | (6) Amounts in this row represent the threshold, target, and maximum number of fiscal 2023 PSUs that may be earned in respect of fiscal 2024 performance. Although the full three-year award (with a total performance period ending January 31, 2026) was approved in April 2023, because the applicable 2024 performance targets were not established until fiscal 2024, the fiscal 2024 tranche of these PSUs are deemed as fiscal 2024 grants in accordance with SEC guidance. |

  95. 2024 Grants of Plan Based Awards Table

    | (7) Amounts in this row represent the annual PSU or annual RSU awards granted to the applicable NEO during fiscal 2024, as described further in the “Compensation Discussion and Analysis—Elements of Compensation—Long Term Incentive Compensation” above. |

  96. 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

  97. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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 1, 2025. Mr. Coughlin and Ms. College did not hold any outstanding awards as of such date.

  98. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name and Award Type | # Securities Underlying Unexercised Options (#) Exercisable | # Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | # Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units That Have Not Vested ($)(1) | Equity Incentive Plan Awards # of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(1) | | Joel Anderson | | | | | | | | | | Stock Options (2) | — | 1,366,121 | $5.00 | 7/29/2034 | | | | | | Stock Options (2) | — | 1,381,216 | $7.50 | 7/29/2034 | | | | | | RSUs (2) | | | | | 1,492,538 | $5,104,480 | | | | Inducement PSUs (3) | | | | | | | 1,492,538 | $5,104,480 | | R. Michael Mohan | | | | | | | | | | Stock Options | 3,703,703 | — | $5.00 | 3/15/2034 | | | | | | Brian LaRose (4) | | | | | | | | | | C Units (5) | | | | | 400,000 | $— | | | | Stock Options | 30,000 | — | $18.00 | 1/13/2031 | | | | | | Stock Options (6) | 57,986 | 11,459 | $21.06 | 4/26/2032 | | | | | | Stock Options | 366,301 | — | $10.98 | 12/5/2032 | | | | | | RSUs (7) | | | | | 4,702 | $16,081 | | | | RSUs (8) | | | | | 2,834 | $9,692 | | | | RSUs (9) | | | | | 32,783 | $112,118 | | | | RSUs (10) | | | | | 500,000 | $1,710,000 | | | | 2023 PSUs (11) | | | | | 66,226 | $226,493 | | | | 2024 PSUs (12) | | | | | | | 145,503 | $497,620 | | Glenn Murphy | | | | | | | | | | Stock Options (13) | 179,000 | 895,000 | $3.58 | 5/24/2034 | | | | | | Stock Options (13) | 125,000 | 625,000 | $5.00 | 5/24/2034 | | | | | | Stock Options (13) | 166,666 | 833,334 | $7.50 | 5/24/2034 | | | | | | Stock Options (13) | 166,666 | 833,334 | $10.00 | 5/24/2034 | | | | | | Restricted Stock (14) | | | | | 833,334 | $2,850,002 | | | | Holly May | | | | | | | | | | RSUs (15) | | | | | 500,000 | $1,710,000 | | | | RSUs (16) | | | | | 1,515,152 | $5,181,820 | | | | 2024 PSUs (12) | | | | | | | 145,503 | $497,620 | | Joe Venezia | | | | | | | | | | RSUs (17) | | | | | 380,711 | $1,302,032 | | | | John Zavada | | | | | | | | | | Stock Options | 107,143 | — | $18.00 | 1/13/2031 | | | | | | Stock Options | 48,322 | — | $21.06 | 4/26/2032 | | | | | | Stock Options | 213,676 | — | $10.98 | 12/5/2032 | | | | |

  99. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) Other than with respect to C Units (as defined below), amounts in these columns reflect the value of outstanding RSUs and PSUs as of January 31, 2025, based on a per share price of $3.42, the closing price of our Class A common stock on January 31, 2025, the last trading day of fiscal 2024. With respect to C Units, amounts in these columns reflect the value of outstanding C Units as of January 31, 2025 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 $3.42 on January 31, 2025, the last trading day of fiscal 2024 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 distribution as of such date. |

  100. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) These stock options and RSUs vest as to 34% on July 29, 2025 and 16.5% at the end of each six-month thereafter, subject to the NEO’s continued employment through the vesting date. |

  101. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) These PSUs are eligible to vest following the three-year performance period ending January 29, 2028, subject to the Company’s achievement of three-year cumulative Adjusted EBITDA goals during such performance period. In accordance with SEC rules, these PSUs are reflected at target performance. |

  102. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) Mr. LaRose forfeited his unvested awards as of his termination date of April 30, 2025, including all tranches of his 2023 and 2024 PSU awards. Under his stock option award agreements, Mr. LaRose has 90 days following his termination date to exercise his vested stock options. |

  103. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) Prior to our initial public offering, our then-employed 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 this row represent the total unvested C Units that were held by Mr. LaRose as of February 1, 2025, which were granted prior to our initial public offering. Mr. LaRose’s unvested C Units were granted with a Distribution Threshold of $0.60 and were forfeited upon his termination of employment. |

  104. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (6) These stock options vested on April 26, 2025. |

  105. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (7) These RSUs vested on April 26, 2025. |

  106. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (8) These RSUs were scheduled to vest on July 19, 2025, but were forfeited in connection with Mr. LaRose’s termination. |

  107. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (9) These RSUs were scheduled to vest ratably on April 10, 2025, October 10, 2025, and April 10, 2026, but the unvested portion as of Mr. LaRose’s termination were forfeited in connection with his termination. |

  108. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (10) These RSUs were scheduled to vest as to 34% on April 15, 2025 and 16.5% at the end of each six-month period thereafter but were forfeited in connection with Mr. LaRose’s termination. |

  109. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (11) Reflects the fiscal 2023 PSUs attributable to fiscal 2023 and fiscal 2024 performance. Such tranches were forfeited in connection with Mr. LaRose’s termination. |

  110. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (12) These PSUs will vest following the three-year performance period ending January 30, 2027, based the Company’s achievement of three-year absolute TSR during such performance period. In accordance with SEC rules, these PSUs are reflected at target performance. |

  111. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (13) These stock options vest in equal quarterly installments through May 14, 2027, subject to the NEO’s continued employment through the vesting date. |

  112. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (14) These shares of restricted stock vest in equal quarterly installments through May 14, 2027, subject to the NEO’s continued employment through the vesting date. |

  113. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (15) These RSUs vest as to 34% on April 15, 2025 and 16.5% at the end of each six-month period thereafter, subject to the NEO’s continued employment through the vesting date. |

  114. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (16) These RSUs vest as to 10% on April 15, 2025, 20% on April 15, 2026, 30% on April 15, 2027, and 40% on April 15, 2028, subject to the NEO’s continued employment through the vesting date. |

  115. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (17) These RSUs vest 34% on November 18, 2025 and 16.5% at the end of each six-month period thereafter, subject to the NEO’s continued employment through the vesting date. |

  116. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table reflects the C Units, RSUs, and restricted stock held by our NEOs which vested during fiscal 2024. No NEOs exercised any stock options during fiscal 2024.

  117. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Joel Anderson | — | — | | R. Michael Mohan | | | | RSUs | 650,746 | $2,004,420 | | Ronald Coughlin, Jr. | | | | C Units (2) | 8,286,885 | — | | RSUs | 414,188 | $690,721 | | Brian LaRose | | | | C Units (2) | 400,000 | — | | RSUs | 124,098 | $409,055 | | Glenn Murphy | | | | Restricted Stock | 166,667 | $541,669 | | Holly May | — | — | | Joe Venezia | — | — |

  118. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | John Zavada | | | | C Units (2) | 326,027 | — | | RSUs | 113,674 | $406,272 | | Amy College | | | | C Units (2) | 70,000 | — | | RSUs | 79,203 | $348,829 |

  119. Option Exercises and Stock Vested

    | (1) The value of vested restricted stock and shares acquired from RSUs is determined based on the closing price of our Class A common stock on the applicable vesting date. |

  120. Option Exercises and Stock Vested

    | (2) Does not reflect any actual value realized with respect to the C Units. The value realized included in this row 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. |

  121. 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 1, 2025.

  122. 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) | | Joel Anderson | $83,711 | $9,000 | $311 | — | $93,022 | | R. Michael Mohan | — | — | — | — | — | | Ronald Coughlin, Jr. (4) | $9,265 | — | $787,322 | $7,265,802 | — | | Brian LaRose | $67,747 | $10,500 | $56,256 | — | $360,169 | | Glenn Murphy | — | — | — | — | — | | Holly May | — | — | — | — | — | | Joe Venezia | — | — | — | — | — | | John Zavada | $41,304 | — | $146,466 | — | $187,770 | | Amy College | — | — | — | — | — |

  123. Nonqualified Deferred Compensation

    | (1) Amounts in this column represent base salary amounts that were payable during fiscal 2024 but the receipt of which was deferred. These amounts are included in the Summary Compensation Table under “Salary” for fiscal 2024. |

  124. 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 2024. |

  125. 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, $4,285,490; (ii) for Mr. LaRose, $181,116; and (iii) for Mr. Zavada, $231,495. Messrs. Mohan, Murphy, and Venezia and Mses. May and College did not participate in our nonqualified deferred compensation plan as of the end of fiscal 2024. |

  126. Nonqualified Deferred Compensation

    | (4) For Mr. Coughlin, the aggregate balance at the end of fiscal 2023 listed in the Company’s 2024 proxy statement was inadvertently calculated as $6,523,944 due to administrative error. The correct aggregate balance at the end of fiscal 2023 was $6,469,215. |

  127. Nonqualified Deferred Compensation

    Messrs. Anderson, Coughlin, LaRose, and Zavada 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 agreement or offer letters, as applicable, participants are permitted to defer a portion of their annual base salary and bonus. We may 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. Participants are 100% vested in matching contributions. Participants may select from 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. For plan deferrals prior to 2024, 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. For plan deferrals after the beginning of 2024, 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). 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.

  128. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  129. 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. Anderson or Mr. Murphy’s employment offer letters, as applicable, and applicable equity award agreements, as described above, assuming the applicable termination event or Change in Control occurred on February 1, 2025. As of February 1, 2025, none of our NEOs were Retirement-eligible for purposes of equity awards granted under the 2021 Plan. Messrs. Coughlin, Mohan, and Zavada, and Ms. College are not included in the table below because such NEOs were terminated during fiscal 2024 and their separation payments and benefits are described above. Although Mr. LaRose is included in the table below, his employment terminated without Cause on April 30, 2025, and his separation payments and benefits are also described below.

  130. 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 ($) | | Joel Anderson | | | | | | | Cash Payments (1) | $4,223,700 | $4,223,700 | — | $4,223,700 | — | | Continued Health Benefits (2) | $31,140 | $31,140 | — | $31,140 | — | | Equity Awards (3) | $2,577,757 | $2,577,757 | $10,208,960 | $10,208,960 | — | | Total | $6,832,597 | $6,832,597 | $10,208,960 | $14,463,800 | — | | Brian LaRose | | | | | | | Cash Payments (1) | $1,349,600 | $1,349,600 | — | $1,349,600 | — | | Continued Health Benefits (2) | $25,698 | $25,698 | — | $25,698 | — | | Equity Awards (3) | — | — | $2,526,098 | $2,526,098 | — | | Total | $1,375,298 | $1,375,298 | $2,526,098 | $3,901,395 | — | | Glenn Murphy | | | | | | | Cash Payments (1) | $211,418 | $211,418 | — | $211,418 | — | | Equity Awards (3) | $2,850,002 | $2,850,002 | $1,139,995 | $2,850,002 | — | | Total | $3,061,420 | $3,061,420 | $1,139,995 | $3,061,420 | — | | Holly May | | | | | | | Cash Payments (1) | $1,208,000 | $1,208,000 | — | $1,208,000 | — | | Continued Health Benefits (2) | — | — | — | — | — | | Equity Awards (3) | — | — | $7,389,440 | $7,389,440 | — | | Total | $1,208,000 | $1,208,000 | $7,389,440 | $8,597,440 | — |

  131. 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 ($) | | Joe Venezia | | | | | | | Cash Payments (1) | $857,640 | $857,640 | — | $857,640 | — | | Continued Health Benefits (2) | $17,088 | $17,088 | — | $17,088 | — | | Equity Awards (3) | — | — | $1,302,032 | $1,302,032 | — | | Total | $874,728 | $874,728 | $1,302,032 | $2,176,760 | — |

  132. Quantification of Potential Payments

    | (1) These amounts include cash severance payments under the Executive Severance Plan, Mr. Anderson’s employment letter, or Mr. Murphy’s employment letter, as applicable. |

  133. Quantification of Potential Payments

    | (2) Amounts in this row are based on premiums in effect as of February 1, 2025, 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. |

  134. 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 $3.42 on January 31, 2025, the last trading day of fiscal 2024 for purposes of 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 $3.42, the closing price of our Class A common stock on January 31, 2025, the last trading day of fiscal 2024, less the exercise price, if applicable. No value is reflected herein for any stock options with an exercise price in excess of $3.42. 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. |

  135. CEO Pay Ratio

    CEO Pay Ratio The fiscal 2024 annual total compensation of the median compensated employee of all our employees (as determined below), other than Mr. Anderson, who served as our CEO on the date we identified our median compensated employee, was $35,424; Mr. Anderson’s fiscal 2024 annualized total compensation was $18,970,688; and the ratio of these amounts was 1-to-536. The total compensation reported for Mr. Anderson differs from the Total column of the “Summary Compensation Table” as a result of the annualization of Mr. Anderson’s compensation to reflect his July 29, 2024 appointment as CEO. To annualize Mr. Anderson’s compensation, we (i) annualized his base salary, (ii) did not adjust his 2024 AIP (which was not pro-rated for fiscal 2024) or his 2024 equity awards granted in connection with his appointment, (iii) annualized the Company matching contributions under our nonqualified deferred compensation plan as if Mr. Anderson has received his full base salary based on his actual deferral election, and (iv) annualized his life insurance premiums and imputed income. 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. 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. Anderson, who were employed by us on December 31, 2024, 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, 2024, 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. Our median employee is a full-time store partner working in a Pennsylvania 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.

  136. 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.”

  137. PAY VS. PERFORMANCE DISCLOSURE

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | SCT Total for Mr. Coughlin ($)(1) | SCT Total for Mr. Mohan ($)(1) | SCT Total for Mr. Anderson ($)(1) | Compensation Actually Paid to Mr. Coughlin ($)(2) | Compensation Actually Paid to Mr. Mohan ($)(2) | Compensation Actually Paid for Mr. Anderson ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(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) | | 2024 | 3,289,320 | 10,598,129 | $18,258,291 | 1,274,530 | 8,803,513 | 18,879,498 | 4,700,320 | 5,189,682 | 11.63 | 117.09 | (101.8) | 336.5 | | 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 |

  138. PAY VS. PERFORMANCE DISCLOSURE

    | (1) During fiscal 2020 through fiscal 2024, the following individuals served as principal executive officer (PEO) during the time periods set forth below: |

  139. PAY VS. PERFORMANCE DISCLOSURE

    | Name | Dates as PEO During Fiscal 2020 through Fiscal 2024 | | Ronald Coughlin, Jr. | February 2, 2020, through March 12, 2024 | | R. Michael Mohan | March 13, 2024, through July 29, 2024 | | Joel Anderson | July 29, 2024, through February 1, 2025 |

  140. PAY VS. PERFORMANCE DISCLOSURE

    The amounts shown represent the amounts reported in the “Total” column of the Summary Compensation Table for the applicable PEO in each of the fiscal years.

  141. PAY VS. PERFORMANCE DISCLOSURE

    | (2) Amounts in this column represent the amount of “compensation actually paid” to the applicable PEO, 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 2024 compensation actually paid: |

  142. PAY VS. PERFORMANCE DISCLOSURE

    | 2024 | Ronald Coughlin, Jr. | | R. Michael Mohan | | Joel Anderson | | | Summary Compensation Table Total | | 3,289,320 | | 10,598,129 | | 18,258,291 | | Less, value of Stock Awards and Option Awards reported in Summary Compensation Table | | — | ($ | 9,446,379) | ($ | 15,000,007) | | Plus, year-end fair value of outstanding and unvested equity awards granted during the year | | — | | — | | 15,621,214 | | Plus, year over year change in fair value of outstanding and unvested equity awards granted during prior years | | — | | — | | — | | Plus, fair value as of the vesting date of equity awards granted and vested during the year | | — | | 7,632,927 | | — | | Plus, change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested during the year | ($ | 742,619) | | 18,836 | | — | | Less, previous year-end value of awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the year | ($ | 1,272,171) | | — | | — | | Compensation Actually Paid to PEO | | 1,274,530 | | 8,803,513 | | 18,879,498 |

  143. 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 the PEO(s)) 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 2024, Brian LaRose, Glenn Murphy, Holly May, Joe Venezia, Amy College, and John Zavada; (ii) for 2022 and 2023, Brian LaRose, Darren MacDonald, Justin Tichy, and Amy College; (iii) for 2021, Brian LaRose, Michael Nuzzo, Darren MacDonald, John Zavada, and Justin Tichy; and (iv) for 2020, Michael Nuzzo, Darren MacDonald, Justin Tichy, and Ilene Eskenazi. |

  144. 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 PEO(s)), 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 2024 compensation actually paid: |

  145. PAY VS. PERFORMANCE DISCLOSURE

    | 2024 | Non-PEO NEO Average | | | Average Summary Compensation Table Total | | 4,700,320 | | Less, average value of Stock Awards and Option Awards reported in Summary Compensation Table | ($ | 3,204,083) | | Plus, average year-end fair value of outstanding and unvested equity awards granted during the year | | 3,344,107 | | Plus, average year over year change in fair value of outstanding and unvested equity awards granted during prior years | | 8,774 | | Plus, average fair value as of the vesting date of equity awards granted and vested during the year | | 283,735 | | 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 | | 180,322 | | Less, average previous year-end value of awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the year | ($ | 123,494) | | Average Compensation Actually Paid to Non-PEO NEOs | | 5,189,682 |

  146. 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. |

  147. PAY VS. PERFORMANCE DISCLOSURE

    | (6) The peer group used for this purpose is the following published industry index: S&P Retail Select Industry Index, which is the Company’s industry index utilized in the Performance Graph set forth in our Annual Report on Form 10-K for fiscal 2024. |

  148. 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. |

  149. PAY VS. PERFORMANCE DISCLOSURE

    | (8) Adjusted EBITDA is calculated as our net income, adjusted for the following items: interest expense, income tax benefit or expense, depreciation and amortization, loss on partial extinguishment of debt, goodwill and asset impairment, equity-based compensation expense, other non-operating income or loss, investee and joint venture income, and other costs (restructuring costs, severance expenses, business divestiture costs, and certain non-ordinary course legal matters). This definition is consistent with the description provided in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, under the heading “Reconciliation of Non-GAAP Financial Measures to GAAP Measures.” |

  150. 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 offering, 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.