Da-Wai Hu
ChewyAbout Da-Wai Hu
Da-Wai Hu is General Counsel & Secretary of Chewy, Inc., leading Legal, Risk and Corporate Responsibility (legal, compliance, ERM, insurance, government affairs, ESG). He joined Chewy in December 2023 and previously served as General Counsel of Checkout Payments Group Limited and, before that, spent over a decade at Amazon as Vice President and Associate General Counsel supporting international/cross‑border consumer businesses; earlier in his career he was a corporate M&A lawyer at Sullivan & Cromwell and Paul Weiss. He holds a B.A. from Northwestern University and a J.D. from The University of Chicago Law School, and clerked for Judges Morris Sheppard Arnold (8th Cir.) and Ralph K. Winter (2nd Cir.) .
Company performance during FY2024 (used to calibrate pay programs): net sales $11.86B (+6.4% YoY), gross margin 29.2% (+80 bps), net income $392.7M (net margin 3.3%, +290 bps), Adjusted EBITDA $570.5M (+$202.5M YoY; margin 4.8%, +150 bps), free cash flow $452.5M (+$109.6M YoY) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chewy, Inc. | General Counsel & Secretary | Dec 2023–Present | Leads Legal, Risk & Corporate Responsibility; oversees legal, compliance, ERM, insurance, government affairs, ESG |
| Checkout Payments Group Limited | General Counsel | Not disclosed | General Counsel of a global payments technology company |
| Amazon.com, Inc. | Vice President & Associate General Counsel | Not disclosed (“over a decade”) | Led legal teams for international and cross‑border consumer businesses |
| Sullivan & Cromwell LLP; Paul, Weiss, Rifkind, Wharton & Garrison LLP | Corporate lawyer (M&A) | Not disclosed | Corporate M&A practice |
| U.S. Courts of Appeals (2d and 8th Circuits) | Law Clerk | Not disclosed | Clerk to Judge Ralph K. Winter (2d Cir.) and Judge Morris Sheppard Arnold (8th Cir.) |
External Roles
No public company directorships or external board roles disclosed for Hu in company filings or investor site .
Fixed Compensation
| Component | Da‑Wai Hu (GC) | Company policy/context |
|---|---|---|
| Base salary | Not disclosed in proxy (Hu is not an NEO) . | Base salary is reviewed annually; factors include experience, market data, role, and performance . |
| Benefits/perqs | Not disclosed for Hu. | NEOs receive standard employee benefits; hedging/pledging prohibited; limited perqs disclosed (CEO security/auto) . |
Performance Compensation
Chewy’s executive programs are heavily performance‑weighted; specifics are disclosed for NEOs. Hu’s individual STI/LTI details are not disclosed (he is not an NEO) .
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Short‑Term Incentive (STI) – FY2024 structure (for NEOs; company performance metrics): | Metric | Weight | Target achievement | Weighted result | |---|---|---|---| | Net Sales Growth | 50% | 94% of target | 47% | | Adjusted EBITDA Margin | 50% | 200% of target | 100% | | Total | 100% | — | 147% of target payout |
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Long‑Term Incentives (LTI) – plan design:
- Service RSUs (time‑based) and Performance RSUs (service + performance conditions) .
- Performance RSU metrics/weights: net sales (50%), adjusted EBITDA margin (30%), free cash flow (20%); 0–200% payout range .
- Company does not currently grant stock options/SARs .
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Illustrative vesting cadence (NEO examples): multi‑tranche quarterly vesting schedules for RSUs; PRSUs vest after performance certification and service (e.g., PRSUs certified in Mar 2025 vesting on Feb 1, 2027 for NEOs) . This indicates potential quarterly settlement cadence that can influence insider sell windows; Hu’s specific schedule is not disclosed.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | Hu is not listed in the “Security Ownership of Certain Beneficial Owners and Management” table (table includes directors and NEOs) . |
| Stock ownership guidelines | Executive officers subject to guidelines: CEO 6x salary; CFO 3x; other Section 16 officers 3x; must reach within 5 years; retain 50% of net shares until compliant . |
| Hedging/pledging | Prohibited for employees, NEOs, and directors (short‑term trading, short sales, derivatives, hedging, trading on margin, pledging, standing/limit orders except very limited duration) . |
| Section 16 compliance | Company reports all directors and officers filed timely Section 16 reports in FY2024 . |
| Insider trading controls | Pre‑clearance required; quarterly blackout from 14 days before quarter-end until after 2nd full trading day post‑earnings; event-specific blackouts possible . |
Employment Terms
| Topic | What’s disclosed |
|---|---|
| Employment start/tenure | With Chewy since December 2023 (General Counsel & Secretary) . |
| Employment agreement | Not disclosed for Hu; proxy describes CEO agreement and notes as of FY2024 end other NEOs (CFO/CTO) did not have employment agreements; no mention of GC . |
| Severance/CIC | Company‑level disclosures focus on CEO and NEO equity treatment (e.g., single‑trigger acceleration of PRSU service condition upon change in control for NEOs); Hu terms not disclosed . |
| Clawback | Chewy adopted a Dodd‑Frank/NYSE‑compliant clawback policy for current and former executive officers; recoup incentive‑based comp upon restatement to the excess over restated amounts . |
| 280G tax | CEO agreement includes “best‑net cutback” (no excise tax gross‑up); no disclosure for Hu . |
| Governance interface | As GC & Secretary, Hu is designated proxy holder and screens stockholder communications to the Board per policy (administrative role) . |
Performance & Track Record (role‑relevant)
| Area | Evidence/notes |
|---|---|
| Capital markets/legal execution | Hu signed Chewy’s December 2024 secondary/repurchase documents and June 2025 underwriting/repurchase agreements with BC Partners’ affiliate (Buddy Chester Sub LLC) . |
| Corporate actions | Signed multiple 8‑Ks and Annual Meeting vote filings as General Counsel & Secretary in 2025 (e.g., Apr 2, May 12, Jun 25, Jul 9, Jul 15) . |
| Company operating performance | FY2024 KPIs strengthened (net sales +6.4% YoY; adj. EBITDA margin +150 bps), which underpin performance‑based pay programs . |
Compensation Committee & Peer Benchmarking (program context)
- Peer group (FY2024) used for benchmarking included: Airbnb, Expedia, Bath & Body Works, Netflix, Best Buy, Spotify, Booking Holdings, Tractor Supply, Carvana, Ulta Beauty, DICK’S Sporting Goods, Wayfair, DoorDash, Zoom, eBay .
- Independent consultants engaged (WTW and Semler Brossy) in FY2024; no conflicts noted .
Say‑on‑Pay & Shareholder Feedback
| Proposal | Result (votes) |
|---|---|
| 2025 Say‑on‑Pay (advisory) | For: 1,916,973,994; Against: 115,189,566; Abstain: 6,112,828; Broker non‑votes: 28,299,879 . |
Risk Indicators & Red Flags
- Clawback policy active and Dodd‑Frank compliant .
- Hedging/pledging ban reduces misalignment risk .
- Affiliates of BC Partners have pledged Class B shares securing PetSmart/other debt; foreclosure could trigger change in control (company‑level risk; not related to Hu’s holdings) .
- Section 16 compliance for officers and directors reported as timely in FY2024 .
Investment Implications
- Pay‑for‑performance alignment is strong at the company level: STI tied to net sales and adjusted EBITDA margin; LTI PRSUs tied to net sales, adjusted EBITDA margin, and free cash flow with 0–200% payout range. While Hu’s individual targets/awards are undisclosed, as an executive officer he is subject to the company’s clawback, insider trading, and (if a Section 16 officer) stock ownership guidelines (3x salary), which enhance alignment and reduce hedging/pledging risks .
- Retention risk appears moderate: Hu joined in Dec 2023, is embedded in major capital markets/transactional work (secondary offerings, repurchases), and is covered by blackout/pre‑clearance regimes that limit opportunistic selling; however, absence of disclosed severance/CIC specifics for the GC leaves some uncertainty vs. CEO‑level protections .
- Trading‑signal considerations: Multi‑tranche RSU vesting is common for executives and can create periodic delivery events (observed for NEOs); combined with strict blackout windows, this typically concentrates any discretionary sales into open windows and under pre‑clearance, reducing noise. Without Form 4 detail for Hu, there is no evidence of unusual selling pressure attributable to him .
- Governance quality: Active clawback, annual say‑on‑pay approval, independent compensation advice, and prohibited hedging/pledging are positives; the BC Partners pledge over Class B shares is a separate ownership‑structure overhang to monitor for change‑of‑control dynamics .