Aseemita Malhotra
ChewyAbout Aseemita Malhotra
Aseemita Malhotra is President of Healthcare at Chewy (CHWY) and the spouse of CEO Sumit Singh. Company disclosures show she has led Chewy’s Healthcare vertical across fiscal years 2019–2024; her cash compensation is determined based on market data/comparable positions, and her annual bonus is tied to Company performance against pre‑set metrics . For FY2024, Chewy delivered 6.4% net sales growth to $11.86B, Adjusted EBITDA of $570.5M (margin 4.8%, +150 bps YoY), and $452.5M of free cash flow, underpinning above‑target STI funding that year .
Past Roles
| Organization | Role | Years (as disclosed) | Strategic impact |
|---|---|---|---|
| Chewy, Inc. | Vice President, Healthcare | FY2019–FY2021 | Led Healthcare vertical; STI based on company performance |
| Chewy, Inc. | President, Healthcare | FY2022–FY2024 | Led Healthcare vertical; significant RSU/PRSU grants aligned to company metrics |
Fixed Compensation
| Fiscal Year | Total Cash Compensation ($) | Notes |
|---|---|---|
| FY2019 | 570,775 | Includes STI and a retention bonus; pay based on market data |
| FY2020 | 547,371 | Base + STI tied to company performance metrics |
| FY2021 | 564,467 | Base + STI tied to company performance metrics |
| FY2022 | 492,550 | Base + STI tied to company performance metrics |
| FY2023 | 517,850 | Base + STI tied to company performance metrics |
| FY2024 | 824,998 | Base + STI tied to company performance metrics |
Performance Compensation
Annual STI (Company program design and result for FY2024)
| Metric | Weight | Achievement (% of Target) | Weighted Achievement |
|---|---|---|---|
| Net Sales Growth | 50% | 94% | 47% |
| Adjusted EBITDA Margin | 50% | 200% | 100% |
| Total | 100% | — | 147% (of target) |
- For FY2024, NEO targets ranged 75%–150% of eligible earnings; threshold payout 50% of target; maximum 200% of target . Ms. Malhotra’s STI is disclosed as based on Company performance against pre‑established metrics (amounts not itemized) .
Long‑Term Equity (structure)
- PRSUs for executives include goals in net sales (50%), adjusted EBITDA margin (30%), and free cash flow (20%); payout range 0%–200% of target, subject to continued service .
Equity Grants and Vesting Detail (selected years)
| Grant date | Award type | Shares/Units | Key vesting/certifications | Grant date fair value ($) |
|---|---|---|---|---|
| Apr 2019 (IPO‑related) | IPO RSUs | 31,865 | Standard RSU vesting (schedule not repeated in later proxies) | 1,190,476 |
| Apr 2019 (IPO‑related) | Performance RSUs | 286,784 | Performance‑based vesting per IPO awards | 10,567,990 |
| Apr 2021 | RSUs | 12,093 | Scheduled vests incl. 7,023 on 3/1/2022; 916 on 3/1/2023; 2,077 on 9/1/2023; 1,038 on 3/1/2024; 519 on 9/1/2024; 520 on 3/1/2025 (service) | 1,089,696 |
| Apr 2021 | PRSUs | 1,385 | Earned 679; vests 3/1/2024 (service) | Included above |
| Apr 2022 | RSUs | 12,424 | 3,863 vested 2/1/2023; remaining per schedule (service) | 664,791 |
| Apr 2022 | PRSUs | 2,827 | Certified 2,121; vests 2/1/2025 (service) | Included above |
| Apr 2023 | RSUs | 87,226 | 9,849 vested 2/1/2024; 26,960 vested 4/1/2024; remainder per schedule (service) | 3,665,784 |
| Apr 2023 | PRSUs | 16,886 | Certified 22,121; vests 2/1/2026 (service) | Included above |
| Jan 2024 | RSUs | 21,840 | Per schedule (service) | 421,075 |
| Apr 2024 | RSUs | 76,685 | 54,795 vested 2/1/2025; 7,087 vested 5/1/2025; 85,641 remaining per schedule (service) | 1,904,748 |
| Apr 2024 | PRSUs | 39,600 | Certified 60,625; vests 2/1/2027 (service) | Included above |
| Aug 2024 | RSUs | 70,838 | Per schedule (service) | 1,759,330 |
| Aug 2024 | PRSUs | 7,844 | Included in Mar 2025 certification result (see above) | Included above |
| Apr 2025 | RSUs | 51,735 | Per schedule (service) | 2,484,066 |
| Apr 2025 | PRSUs | 27,857 | Vests 3/1/2028, 0%–200% of target subject to FY2025 performance + service | Included above |
Vesting timetable and potential selling pressure windows
| Vest date | Award type | Shares |
|---|---|---|
| 3/1/2024 | 2021 PRSUs (earned) | 679 |
| 2/1/2024 | 2023 RSUs (tranche) | 9,849 |
| 4/1/2024 | 2023 RSUs (tranche) | 26,960 |
| 2/1/2025 | 2022 PRSUs (earned) | 2,121 |
| 2/1/2025 | 2024 RSUs (tranche) | 54,795 |
| 5/1/2025 | 2024 RSUs (tranche) | 7,087 |
| 2/1/2026 | 2023 PRSUs (earned) | 22,121 |
| 2/1/2027 | 2024 PRSUs (earned) | 60,625 |
| 3/1/2028 | 2025 PRSUs (at 0%–200% of target) | 27,857 (at target) |
Implication: Large PRSU vestings scheduled in 2026–2028 (22,121; 60,625; 27,857 target) may create periodic withholding/sale activity around vest dates for tax and liquidity needs; 2025 also had sizable RSU tranches (61,882) vesting .
Equity Ownership & Alignment
- Stock Ownership Guidelines: CEO 6x base salary, CFO 3x, other Section 16 officers 3x, Independent Directors 5x; 5‑year compliance window; retain ≥50% of net shares until met .
- Clawback policy: Committee will recoup certain incentive‑based compensation from current/former executive officers upon financial restatements; STI/LTI include clawback provisions .
- Perquisites: Ms. Malhotra had use of the personal security‑related services and automobiles described for the CEO in the FY2024 SCT, indicating access to security perqs .
- Note: The proxy does not disclose Ms. Malhotra’s total beneficial ownership, pledge status, or Section 16 status; no pledging/anti‑pledging policy specific to CHWY is cited in the proxy materials reviewed. Stock ownership guideline applicability is specified for executive officers and Section 16 officers .
Employment Terms
- Related‑party status: Disclosed under “Employment” as spouse of the CEO; compensation determined based on market data and comparable positions; STI based on Company performance pre‑set metrics .
- Severance/CoC: No employment agreement, severance multiple, or change‑of‑control terms for Ms. Malhotra are disclosed in the reviewed proxy filings or 8‑Ks.
Compensation Committee Context and Peer Benchmarking
- 2024/2025 compensation advisors: WTW (fees $389,093) and Semler Brossy (fees $255,007); Company states no conflicts .
- FY2024 peer group included: Airbnb, Best Buy, Booking, Carvana, DICK’s, DoorDash, eBay, Expedia, Netflix, Spotify, Tractor Supply, Ulta Beauty, Wayfair, Zoom .
- Say‑on‑pay: 2024 advisory vote “overwhelmingly in favor” of FY2023 programs .
Performance & Track Record (Company context during tenure)
| Metric (FY2024) | Result |
|---|---|
| Net sales | $11.86B; +6.4% YoY |
| Gross margin | 29.2%; +80 bps YoY |
| Net income | $392.7M; net margin 3.3% (+290 bps YoY) |
| Adjusted EBITDA | $570.5M; margin 4.8% (+150 bps YoY) |
| Free cash flow | $452.5M; +$109.6M YoY |
These improvements supported a 147% of target STI outcome for FY2024 and certification of FY2024 PRSUs above target (60,625 earned from 2024 targets), aligning realized pay with performance .
Investment Implications
- Pay‑for‑performance alignment: Ms. Malhotra’s cash bonus is tied to Company‑level metrics; her PRSUs are anchored to net sales, adjusted EBITDA margin, and free cash flow with 0%–200% payout range—favorable alignment with value drivers and operating leverage .
- Vesting overhang and potential selling pressure: Concentrated vesting blocks (notably 2026–2028 PRSUs) can create episodic supply from tax withholding and liquidity management; 2025 already saw >60K RSUs vesting across tranches .
- Governance and related‑party risk: As spouse of the CEO, compensation is disclosed under related‑party; Company cites market benchmarking and independent consultants, stock ownership guidelines, and a Dodd‑Frank‑compliant clawback, which mitigate governance risk to a degree; absence of disclosed pledging by Ms. Malhotra and lack of detailed severance terms reduce near‑term retention payout risk but also limit transparency .
- Retention: Multi‑year unvested RSUs/PRSUs (2025–2028 vests) create a strong retention hook; certifications above target for select PRSUs (e.g., FY2024 cycle) can further enhance realized value contingent on continued service and performance .
Bottom line: Incentives are levered to sales growth, margin, and cash generation, with significant unvested equity acting as retention and alignment. Monitor upcoming vest dates (2026–2028) for potential trading flows, and track Company STI/LTI metric calibration and outcomes for signals on execution durability and pay rigor .