James A. Star

About James A. Star

James A. Star (age 64) is an independent Class II director of Chewy, Inc., serving since June 13, 2019, with his current term expiring at the 2027 annual meeting . He is a manager and partner of Torque Asset Management LLC and Torque GP LLC; previously, he was Executive Chairman (2019–Oct 2023) and President/CEO (2003–2019) of Longview Asset Management LLC, and Vice President of Henry Crown and Company (1994–2023) . He holds a B.A. from Harvard University, a J.D. from Yale Law School, and an M.M. from Northwestern University’s Kellogg School of Management, with extensive experience in accounting, compliance, corporate governance, finance, and investments, including e‑commerce and retail sector knowledge .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; the Audit Committee consists of James Nelson (Chair), Kristine Dickson, and James A. Star .
• Chair roles: None at Chewy; Mr. Nelson is designated the audit committee financial expert; Mr. Star meets NYSE financial sophistication requirements and independence rules .
• Independence: Board affirmatively determined Mr. Star is independent; independence review considered Longview’s minority, non‑controlling interest in Argos Holdings L.P. .
• Tenure/class: Class II; director since 2019; term expires 2027 .
• Attendance: Each director attended at least 75% of aggregate Board and committee meetings for FY2024; Board met 4 times; Audit 4; Compensation 4; Nominating & Corporate Governance 2 .
• Board leadership: Chairperson (Raymond Svider) separate from CEO (Sumit Singh), supporting independent oversight; executive session presiding director selected by participating directors each session .

Fixed Compensation

Director compensation policy (independent directors):

FY2024 director compensation (actual):

Deferral policy: Independent directors may elect to defer settlement of Director RSUs until termination, death/disability, or change in control; no stockholder rights until settlement .

Performance Compensation

Non‑employee director compensation has no performance‑based cash or equity components at Chewy; annual director RSUs are time‑based only .

Other Directorships & Interlocks

• Interlocks/controlled company context: Chewy is a controlled company; BC Partners affiliates held ~52.9% of outstanding common stock and ~91.8% of total voting power at the record date, affecting governance dynamics . Mr. Star previously served on the PetSmart holding company board (a BC Partners portfolio nexus), and his independence determination explicitly considered Longview’s minority, non‑controlling interest in Argos Holdings L.P. .

Expertise & Qualifications

• Education: Harvard (B.A.), Yale Law School (J.D.), Kellogg/Northwestern (Master of Management) .
• Technical/governance expertise: Extensive accounting, compliance, corporate governance, finance, and investment experience; sector exposure in e‑commerce and retail .
• Audit oversight qualification: Financial sophistication under NYSE/SEC rules; Audit Committee member .

Equity Ownership

• Stock ownership guidelines: Independent directors must hold 5x annual equity retainer; 50% of net shares from exercises/vests must be retained until compliant; transition period up to 5 years from becoming subject .
• Hedging/pledging: Company insider trading policy prohibits hedging and pledging by directors and employees .

Governance Assessment

• Strengths

  • Independent director with robust finance, legal, and governance credentials; Audit Committee membership and financial sophistication support effective oversight of reporting, controls, and related‑party reviews .
  • Attendance at required thresholds and engagement across Board/Audit meetings indicates baseline diligence; Board/Audit each met 4 times in FY2024 .
  • Compensation alignment: Majority of director pay in equity (time‑based RSUs) with stock ownership guidelines, creating long‑term alignment .

• Potential Risks / RED FLAGS to monitor

  • Controlled company risk: BC Partners’ ~91.8% voting power concentrates control; affiliates pledged Class B shares (at affiliate level), which could trigger change‑in‑control risk upon foreclosure scenarios .
  • Interlock context: Prior PetSmart holding company directorship and Longview’s minority interest in Argos Holdings required independence scrutiny; Board affirmed independence, but investors should continue monitoring related‑party oversight rigor, especially given ongoing BC Partners transactions approved via special independent committees .
  • No performance‑based elements in director pay; while standard for directors, investors relying on incentive alignment should look to ownership levels and guideline compliance rather than metrics .

• Oversight of conflicts

  • Audit Committee (including Mr. Star) reviews and approves related‑party transactions under Chewy’s policy; FY2024 BC Partners‑related transactions (merger-related tax funding, repurchases, vendor relationships) were reviewed and approved by independent special committees and the Board .

Overall, Mr. Star’s profile supports Board effectiveness in financial oversight and governance within a controlled company framework, with independence affirmed despite historical ties to entities connected to BC Partners; continued vigilance on related‑party transactions and controlled company dynamics remains prudent .