David Leland
ChewyAbout David Leland
David Leland, age 50, has served on Chewy’s board since September 10, 2019 and is nominated to continue as a Class III director for a term expiring at the 2028 annual meeting. He is Partner and Head of Capital Markets at BC Partners and, since 2019, CEO of BC Partners Securities LLC, with prior 18-year tenure at Citigroup in leveraged finance. He holds a BBA in finance from The George Washington University and brings accounting, compliance, and finance expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BC Partners LLP | Partner; Head of Capital Markets | Joined 2018 (current) | Capital markets leadership; finance expertise |
| BC Partners Securities LLC | Chief Executive Officer | Since 2019 (current) | Registered broker-dealer leadership; compliance |
| Citigroup Inc. | Managing Director, Capital Markets Originations (Leveraged Finance) | 18 years (prior to 2018) | Structured finance, origination |
| GardaWorld Corporation | Director (prior) | Prior service (dates not specified) | Security services board experience |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| BC Partners LLP | Partner; Head of Capital Markets | Private investment firm | Not a public company board |
| BC Partners Securities LLC | CEO | Registered broker-dealer | Not a public company board |
| GardaWorld Corporation | Former Director | Private/portfolio company | Former role; not current |
Board Governance
- Committee assignments: None in FY2024 (no Audit, Compensation, or NCGC membership listed for Leland) .
- Independence: Not listed among directors the Board has affirmatively determined to be independent under NYSE/SEC rules (independent directors named: Dickson, Ellinger, Goldhaber, Nelson, Nesbitt, Star) .
- Attendance: Each director attended at least 75% of aggregate Board and applicable committee meetings in FY2024 (Board met 4x; Audit 4x; Compensation 4x; NCGC 2x) .
- Tenure: Director since 2019; current Class III term expiring in 2025; nominated for a new three-year term to 2028 .
- Governance structure and processes: Chair independent from CEO; annual Board/committee self-evaluations; related-party transactions reviewed/approved by Audit Committee per policy .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | Non-independent directors received no compensation for service as directors |
| Committee membership fees | $0 | No committee roles; non-independent directors not paid |
| Committee chair fees | $0 | Not applicable |
| Meeting fees | $0 | Not applicable |
| Equity (Director RSUs) | $0 | Director RSUs provided only to independent directors |
Performance Compensation
| Component | Metrics | FY2024 Awards | Vesting |
|---|---|---|---|
| PSUs/Performance-based director equity | Not applicable | None | Chewy grants time-based Director RSUs to independent directors; no performance-linked director equity and Leland is non-independent |
Other Directorships & Interlocks
| Entity | Relationship/Role | Chewy Related-Party Link | Amount/Date |
|---|---|---|---|
| GardaWorld Corporation | Leland previously served on board; BC Partners portfolio company | Chewy purchased security solutions/services from GardaWorld | $499,716 from FY2024 start through Record Date |
| NAVEX Global, Inc. | BC Partners portfolio company | Chewy purchased compliance/training services | $142,944 from FY2024 start through Record Date |
| PetSmart Veterinary Services (PVS) | PetSmart affiliate/BC Partners relationships | Chewy provided veterinary software-related services | $199,761 received from FY2024 start through Record Date |
| Buddy Chester Sub LLC | BC Partners affiliate | Chewy repurchased Class A shares (three transactions) | $850 million aggregate in 2024 ($28.49/$29.40/$31.32 per share) |
Note: BC Partners, where Leland is a Partner, is Chewy’s controlling stockholder; special committees of independent, disinterested directors approved the transactions with BC Partners affiliates .
Expertise & Qualifications
- Accounting, compliance, and finance expertise; leveraged finance background at Citigroup and capital markets leadership at BC Partners .
- Broker-dealer leadership (CEO, BC Partners Securities LLC) providing capital markets and regulatory insights .
- Prior board experience in security services (GardaWorld) relevant to operational risk and vendor oversight .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Class A shares beneficially owned | 0 | May 12, 2025 |
| Class B shares beneficially owned | 0 | May 12, 2025 |
| Ownership as % of outstanding shares | <1% | May 12, 2025 (no beneficial ownership disclosed) |
| Pledged shares (personal) | None disclosed | Policy prohibits pledging by directors; Leland holds no shares |
| Stock ownership guidelines applicability | Independent directors only (5x equity retainer); executives have multiples; Leland is non-independent | Current compliance transition periods noted for those subject |
RED FLAG: Affiliates of BC Partners (Chewy’s controller) have pledged Class B shares as collateral, and foreclosure could result in a change in control—an external governance risk even if not tied to Leland personally .
Governance Assessment
- Independence and committee effectiveness: Leland is not an independent director and holds no committee roles, limiting direct involvement in Audit/Compensation/NCGC oversight. This, combined with BC Partners control, raises potential conflict-of-interest concerns in related-party contexts; mitigants include Chewy’s formal Related Party Transactions Policy and use of independent special committees for BC Partners-affiliated deals .
- Attendance and engagement: Meets minimum attendance expectations (≥75%), supporting baseline engagement, with the Board and key committees meeting regularly in FY2024 (Board 4, Audit 4, Compensation 4, NCGC 2) .
- Ownership alignment: Leland holds no Chewy shares; as a non-independent director he does not receive director RSUs or cash retainers, which limits direct equity alignment but avoids pay-linked conflicts; independent directors do receive RSUs and cash per policy .
- Control and interlocks: BC Partners controls 91.8% voting power and its affiliates engage in material transactions with Chewy (repurchases, vendor relationships). Leland’s BC Partners leadership heightens perceived conflicts, though Chewy discloses and routes approvals through independent oversight mechanisms. Investors should monitor process rigor and outcomes on future related-party dealings .
- Additional governance signals: Board leadership is split (Chair distinct from CEO), annual self-evaluations, and formal committee charters support baseline governance quality; insider trading policy bans hedging/pledging for directors and employees .
Overall: Leland offers strong capital markets and finance acumen but is non-independent and affiliated with the controlling stockholder, introducing perceived conflicts. The presence of independent special committees and a formal related-party policy are important mitigants; continued transparency and independent oversight of BC Partners-linked transactions remain critical to investor confidence .