Fahim Ahmed

About Fahim Ahmed

Fahim Ahmed (age 46) is a non-independent Class II director of Chewy, Inc., serving since April 29, 2019; his current term expires at the 2027 annual meeting . He is a Partner at BC Partners, where he also serves as Chief Operating Officer and sits on the firm’s Management and Private Equity Investment Committees; he holds a B.A. from Harvard University and an M.Phil. in economics from Oxford University as a Rhodes Scholar . Chewy’s board does not list Mr. Ahmed among its independent directors; independent status is held by Dickson, Ellinger, Goldhaber, Nelson, Nesbitt, and Star . Mr. Ahmed’s core credentials include accounting, compensation, and finance expertise with in-depth experience across retail, telecom, and technology .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee (member); Nominating & Corporate Governance Committee (member) . He has served on both since June 13, 2019 per board footnotes .
• Chair roles: None; the Compensation and Nominating & Corporate Governance Committees are chaired by Raymond Svider .
• Committee meeting cadence in FY2024: Audit (4), Compensation (4), Nominating & Corporate Governance (2) .
• Attendance: Each director attended at least 75% of aggregate board and assigned committee meetings in FY2024 .
• Independence: Not listed as independent (Chewy is a controlled company; only Dickson, Ellinger, Goldhaber, Nelson, Nesbitt, and Star are designated independent) .
• Executive sessions: Non-employee and independent directors meet regularly; no formal presiding director selected for executive sessions .
• Compensation Committee interlocks: During FY2024, the Compensation Committee comprised Mr. Svider and Mr. Ahmed; no NEO served on the comp committee or board of an entity with any of Chewy’s NEOs serving reciprocally .

Fixed Compensation

Context: Independent director policy provides $275,000 annual retainer (25% cash/75% RSUs), plus cash fees for committee roles ($20,000 chair; $20,000 audit member; $15,000 compensation member; $10,000 nominating member). RSUs vest by next annual meeting; optional deferral permitted .

Performance Compensation

• Chewy does not use performance-based metrics for director compensation; director equity (for independent directors only) is time-based RSUs that vest at the next annual meeting. Mr. Ahmed, as a non-independent director, received no equity awards in FY2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Accounting, compensation, and finance expertise; sector experience in retail, telecom, and technology .
• Senior operating leadership as BC Partners COO and investment committee member .
• Board experience across multiple technology and infrastructure businesses (e.g., Presidio, Cyxtera, Appgate) and pet retail (PetSmart) .

Equity Ownership

• Hedging/pledging: Company policy prohibits directors from hedging or pledging Chewy stock; short-term trading and derivatives also prohibited .
• Stock ownership guidelines: Apply to executive officers and independent directors (director requirement: 5x annual equity retainer); guidelines do not list non-independent directors as covered .
• Affiliate pledges: Certain BC Partners affiliates have pledged Class B shares as collateral; foreclosure could result in a change in control (risk factor for the company, not attributed personally to Mr. Ahmed) .

Governance Assessment

• Positives:

  • Active committee service on Compensation and Nominating & Corporate Governance; board reports robust committee charters and annual board/committee self-evaluations .
  • Attendance threshold met (≥75% in FY2024) .
  • Clear related-party transaction policy with Audit Committee oversight; BC Partners-related transactions (including $850 million repurchases from an affiliate and a 2023 restructuring) were approved by independent special committees .
  • Prohibitions on hedging/pledging by directors, and stock ownership guidelines for independent directors support alignment (though Ahmed is non-independent) .

• Risks/RED FLAGS:

  • Controlled company status with BC Partners exercising ~91.8% voting power; Mr. Ahmed is a BC Partners partner/COO and sits on key committees (Compensation; Nominating & Corporate Governance), raising independence and potential conflict concerns common in controlled structures .
  • Related-party ecosystem exposure: transactions with BC Partners affiliates (e.g., $850 million repurchases from Buddy Chester Sub LLC) and services to PetSmart Veterinary Services where Mr. Ahmed is also a director; though overseen by independent special committees, these create perceived conflict risk .
  • Pledging of Class B stock by BC Partners affiliates introduces financing/collateral risks that could precipitate control changes on default, a governance overhang for minority shareholders .
  • No designated presiding director for executive sessions and heavy influence of affiliated directors on critical committees may weigh on perceptions of board independence .

• Engagement:

  • Eleven current directors attended the 2024 annual meeting; Chewy encourages annual meeting attendance though no formal policy. Mr. Ahmed’s specific annual meeting attendance is not individually disclosed .

• Director compensation alignment:

  • As a non-independent director, Mr. Ahmed receives no Chewy director pay, mitigating direct pay-related conflicts but underscoring reliance on the controlling shareholder relationship (BC Partners) rather than company-linked at-risk equity for alignment .