Not independent
Tenure on this board
1.9 yrs
Also a director at
Sprouts Farmers Market Inc (SFM)
4 nominees · 4 ballot items.
Elect four Class III directors; approve, on a non-binding advisory basis, executive compensation (say-on-pay); approve the Second Amendment to the 2021 Equity Incentive Plan to add 15,500,000 shares; and ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal 2027.
Elect four director nominees (Joel Anderson, Gary Briggs, Nishad Chande, and Mary Sullivan) as Class III directors for three-year terms.
Non-binding, advisory vote to approve compensation of the Company’s named executive officers for fiscal year ended January 31, 2026 as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve the fiscal 2025 compensation of Petco’s Named Executive Officers as disclosed in the proxy. Management frames the program as pay-for-performance with a significant portion of compensation at risk through annual cash incentives (Adjusted EBITDA, Adjusted FCF and Revenue metrics) and long-term equity incentives that are mix of RSUs, PSUs tied to absolute TSR and other performance metrics, and stock options (in 2025). The compensation committee used an independent consultant (Exequity) and a Peer Group to set competitive targets and made specific design choices—such as the mix of RSUs, PSUs and options in 2025 and a move to RSU/PSU mix in 2026—to balance retention and alignment with shareholders. The board highlights strong prior stockholder support (approximately 94% approval in 2025) and emphasizes governance features including clawback policy, stock ownership guidelines, limits on repricing, and an independent compensation consultant. Management also disclosed certain one-time and inducement awards (e.g., initial awards for newly hired NEOs and CEO Transformation PSUs) and adjustments (e.g., an exclusion for certain tariff-related expenses from Adjusted EBITDA for AIP calculation), and the committee explained those in the CD&A as intended to attract talent and respond to unusual items. The vote is non-binding, but the board will consider the result when setting future compensation policies. For an analyst, the key considerations are whether the performance metrics and equity program sufficiently align long-term pay with shareholder returns, whether recent discretionary adjustments (such as exclusions) are appropriate, and whether the mix and premium-priced features of some awards (including inducements) materially dilute or misalign incentives relative to shareholder outcomes.
Approve the Second Amendment to the Company's 2021 Equity Incentive Plan to increase the number of shares of Class A common stock reserved for issuance under the plan by 15,500,000 shares.
This management proposal seeks shareholder approval to add 15.5 million shares to Petco’s 2021 Equity Incentive Plan. The board and Compensation Committee, after consulting their independent advisor Exequity, argue the current available share reserve (764,784 shares as of April 20, 2026) is insufficient to support anticipated equity grants for employees, directors and new hires; using historical run rates (three-year average gross run rate 6.14%) and recognizing atypical inducement grants related to leadership transitions, the board projects future needs that justify the increase. The filing quantifies the dilutive impact—approximately 16.9% dilution if the amendment is approved using the Company’s methodology—and discusses factors that drove prior higher run-rates, including a low market capitalization that required more shares to deliver competitive value and one-time inducement awards (including premium-priced options that are currently underwater). Management emphasizes governance protections built into the Amended Plan—no repricing without shareholder approval, term and exercise price limits, limits on non-employee director compensation, clawback provisions, no single-trigger change-in-control acceleration or tax gross-ups, and no dividends on unearned performance awards—to mitigate shareholder concern. For sophisticated investors the key trade-offs are: (i) the Company’s immediate need to preserve its ability to grant competitive equity to recruit and retain leadership during a turnaround, (ii) the near-term incremental dilution and how much of it is attributable to premium-priced or inducement awards that may be underwater, and (iii) whether plan design and post-approval governance controls are sufficient to limit future dilution and align awards with long-term value creation. The board’s analysis includes historical grant usage, the special circumstances of recent leadership changes, and an expectation that run rates will decline as the turnaround progresses and market capitalization improves. Approving the amendment supports continued equity-based compensation programs; withholding approval risks constraining management’s compensation tools and could affect recruiting and retention, but approves acceptance requires monitoring execution, future grant pacing, and transparency on how incremental shares are allocated and priced.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CVC Management Holdings II Ltd. | 51.3% | 145,924,140 | $410M |
| 2 | CANADA PENSION PLAN INVESTMENT BOARD | 21.0% | 59,765,368 | $168M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.2% | 9,030,038 | $25M |
| 4 | Long Focus Capital Management, LLC | 2.7% | 7,765,024 | $22M |
| 5 | VANGUARD GROUP INC | 2.7% | 7,574,303 | $21M |
| 6 | Holocene Advisors, LP | 2.5% | 7,201,961 | $20M |
| 7 | FMR LLC | 1.6% | 4,413,510 | $12M |
| 8 | BlackRock, Inc. | 1.1% | 3,108,567 | $9M |
| 9 | BlackRock, Inc. | 1.1% | 3,054,924 | $9M |
| 10 | Nuveen, LLC | 1.1% | 3,012,352 | $8M |
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