Deborah Ellinger
ChewyAbout Deborah Ellinger
Deborah Ellinger, age 66, is an independent Class II director of Chewy, elected effective February 21, 2025, with her current term expiring at the 2027 annual meeting; she is a former CEO with deep consumer, retail, and pet-sector experience and a Senior Advisor at Boston Consulting Group since 2018. She previously served as CEO/President of private-equity-backed companies (Ideal Image, The Princeton Review, Restoration Hardware, Wellness Pet Food), held senior roles at CVS and Staples, began in banking at Mellon, and was a BCG Managing Director/Partner; she holds BA/MA from the University of Cambridge and is a non-practicing Barrister-at-Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ideal Image (MedSpa chain) | CEO/President | 2004–2018 | Led consumer services scaling in health/beauty |
| The Princeton Review | CEO/President | 2004–2018 | Turnaround/exam-prep operations |
| Restoration Hardware | CEO/President | 2004–2018 | Retail leadership, home products |
| Wellness Pet Food | CEO/President | 2004–2018 | Pet food manufacturing; pet industry expertise |
| CVS Pharmacy | EVP | 2001–2003 | Retail pharmacy operations |
| Staples | SVP | 1999–2001 | Office retail operations |
| Mellon Financial Corporation | Banking | Early career | Financial services foundation |
| Boston Consulting Group | Managing Director & Partner | 1990–1999 | Strategy/operations consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boston Consulting Group | Senior Advisor (PE focus) | 2018–present | Advises PE on consumer/retail investments |
| Tupperware | Director | 2021–2023 | Public company board service |
| iRobot | Director | 2011–2023 | Consumer tech board experience |
| Covetrus | Director | 2019–2022 | Vet software/products distributor; pet sector adjacency |
| Interpublic | Director | 2015–2017 | Advertising/marketing services |
| National Life Group | Director | 2007–2014 | Insurance industry governance |
| Sealy | Director | 2013–2020 | Consumer goods manufacturing |
| Malden Mills | Director | 2003–2006 | Textiles manufacturing |
Board Governance
- Committee assignments: None currently listed for Ellinger; she is not shown as a member or chair of Audit, Compensation, or Nominating & Corporate Governance in the 2025 proxy’s director matrix .
- Independence: The Board affirmatively determined Ellinger meets NYSE/SEC independence requirements; Chewy is a controlled company (BC Partners >50% voting power) but maintains an independent audit committee per SEC/NYSE rules .
- Meetings and attendance: FY 2024 had 4 Board, 4 Audit, 4 Compensation, and 2 Nominating & Governance meetings; each director serving during FY 2024 attended at least 75% of applicable meetings. Ellinger joined in 2025, so FY 2024 attendance data does not cover her .
- Board structure: Chairperson is Raymond Svider; CEO is Sumit Singh; executive sessions occur with a presiding director designated ad hoc by participants, not a permanent lead director .
- Committee oversight: Audit reviews related-party transactions and risk (including cybersecurity/data privacy); Compensation oversees director pay and executive incentives; Nominating & Governance runs evaluations, composition, and succession planning .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual director retainer | $275,000 (25% cash; 75% in time-based RSUs) | RSUs granted post-annual meeting; vest on next annual meeting or 1 year from grant (earlier), contingent on service |
| Committee chair fee | $20,000 cash | Paid in addition to committee member fee |
| Audit Committee member fee | $20,000 cash | Annual |
| Compensation Committee member fee | $15,000 cash | Annual |
| Nominating & Governance Committee member fee | $10,000 cash | Annual |
| Education reimbursement | Up to $7,000 per 12-month period | Plus 20% Chewy purchase discount; travel expenses reimbursed |
| FY 2024 compensation (Ellinger) | N/A | Elected in 2025; did not receive FY 2024 director pay |
| FY 2025 grant detail (Ellinger) | 2,089 Director RSUs | RSUs vest on the date of the 2025 Annual Meeting (July 10, 2025), subject to continued service |
Independent directors joining off-cycle receive pro-rated cash and RSUs per policy .
Performance Compensation
| Program | Metric | Weight | FY 2024 Achievement | Notes |
|---|---|---|---|---|
| Short-Term Incentive (company-level) | Net Sales Growth | 50% | 94% of target | Executive STI is 100% company metrics; directors do not participate |
| Short-Term Incentive (company-level) | Adjusted EBITDA Margin | 50% | 200% of target | Total weighted achievement: 147% of target |
| Long-Term Incentive (executives) | Net Sales | 50% | Performance RSUs contingent on multi-year goals | Directors receive time-based RSUs only |
| Long-Term Incentive (executives) | Adjusted EBITDA Margin | 30% | Performance RSUs contingent on multi-year goals | |
| Long-Term Incentive (executives) | Free Cash Flow | 20% | Performance RSUs contingent on multi-year goals |
Other Directorships & Interlocks
| Company | Relationship to CHWY | Note |
|---|---|---|
| Covetrus (2019–2022) | Vet products/software distributor | No related-party transactions disclosed with Ellinger; Audit Committee oversees RPTs; RPT policy threshold $120k |
| BC Partners affiliates (context) | Chewy is a controlled company | Multiple RPTs disclosed with BC Partners affiliates (stock repurchases, services); overseen by special committees |
No Ellinger-specific related-party transactions are disclosed for FY 2024 .
Expertise & Qualifications
- Deep consumer/retail operations and multi-brand CEO experience; pet industry knowledge via Wellness Pet Food; senior advisory at BCG with PE focus .
- Financial, compliance, and strategic credentials; prior BCG partner-level leadership; banking foundation at Mellon .
- Education: BA and MA from University of Cambridge; non-practicing Barrister-at-Law .
Equity Ownership
| Holder | Class A Shares/RSUs | % of Class | Vested vs Unvested | Notes |
|---|---|---|---|---|
| Deborah Ellinger | 2,089 RSUs (to vest on Annual Meeting) | * | Unvested RSUs: 2,089; Vested: N/A | “*” represents less than 1%; RSUs vest at Annual Meeting, contingent on service |
- Stock ownership guidelines: Independent directors must hold 5x annual equity retainer (qualifying equity includes common, deferred stock units, unvested RSUs, etc.); five-year compliance period with 50% net share retention until met .
- Hedging/pledging: Prohibited under Insider Trading Policy; short sales, derivatives, margin, standing/limit orders banned (limited exceptions for very short duration orders) .
- Deferral elections: Directors may elect to defer Director RSUs; settlement occurs upon termination, death/disability, or change in control per election terms .
Governance Assessment
- Independence and alignment: Ellinger is formally independent; director compensation mix emphasizes equity (75% RSUs) with ownership guidelines, supporting alignment despite controlled company status .
- Committee influence: Not currently on standing committees; influence may be limited near-term versus committee members; monitoring future committee placements is warranted .
- Controlled company risks: BC Partners beneficially owns ~52.9% of shares representing ~91.8% voting power; affiliates have pledged Class B shares—foreclosure could trigger change in control—an overhang for minority shareholders .
- Related-party governance: Multiple BC Partners affiliate transactions were reviewed/approved by independent special committees; Audit Committee retains RPT oversight; no Ellinger-linked RPTs disclosed .
- Governance hygiene: Executive sessions occur without a fixed presiding director; attendance thresholds met in FY 2024; clawback policy adopted; hedging/pledging prohibited .
- Incentive design context: Company executive incentives tied to Net Sales and Adjusted EBITDA Margin annually and net sales/EBITDA margin/FCF in LTI PRSUs, reinforcing performance focus; directors receive time-based RSUs only .
RED FLAGS: Controlled company concentration and pledged Class B shares (potential involuntary change of control), plus ongoing BC Partners related-party transactions, warrant continued scrutiny; absence of committee assignments for Ellinger reduces immediate oversight leverage .