James Nelson
ChewyAbout James Nelson
James Nelson (age 75) is an independent director of Chewy, Inc., serving since July 19, 2021, and Chairperson of the Audit Committee since September 8, 2021. He is recognized by the Board as an “audit committee financial expert” and brings extensive experience in accounting, compliance, finance, risk management, and CEO-level operational strategy from multiple public company roles. His current term runs through the 2026 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Net Lease, Inc. (REIT) | Chief Executive Officer and Director | 2017–2024 | Member of Audit Committee Mar–Jul 2017; CEO leadership and strategy execution |
| Xerox Holdings Corporation | Director; Chairman | 2021–2023 (Chair 2022–2023) | Board leadership during strategic oversight |
| Herbalife Nutrition Ltd. | Director; Lead Director | 2014–2021 (Lead Director 2019–2021) | Governance leadership as Lead Director |
| Caesars Entertainment, Inc. | Director | 2019–2020 | Board oversight in hospitality/gaming |
| Icahn Enterprises G.P. Inc. | Director | 2001–2019 | Governance at diversified holding company |
| New York REIT, Inc. | Director | 2015–2017 | REIT board oversight |
| Roman DBDR Tech Acquisition Corp. | Director | 2020–2021 | SPAC board experience |
| Eaglescliff Corporation | Chairman & CEO | 1986–2009 | Specialty investment banking, consulting, and wealth management leadership |
| Orbit Aviation, Inc. | Chairman & CEO | 1998–2003 | Corporate aviation acquisitions oversight |
| Orbitex Management, Inc. | CEO & Co‑Chairman | 1995–1999 | Financial services leadership |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Roman DBDR Acquisition Corp. II | Director; Audit Committee Chair | 2024 | Current public company directorship; audit chair |
| MGM Resorts International | Senior Advisor | Mar 2024 | Strategic advisory role; not a board seat |
Board Governance
- Independence: The Board affirmatively determined that James Nelson is independent under NYSE and SEC rules .
- Committee assignments: Audit Committee Chair; committee comprises Nelson (Chair), Kristine Dickson, and James A. Star .
- Board/Committee meetings and attendance: FY24 Board (4), Audit (4), Compensation (4), Nominating & Corporate Governance (2); each director attended ≥75% of aggregate Board and applicable committee meetings; 11 directors attended the 2024 annual meeting .
- Audit Committee expertise: Nelson designated “audit committee financial expert”; all members meet NYSE/SEC independence and financial literacy requirements .
| Committee | Role | FY24 Meetings |
|---|---|---|
| Audit | Chair | 4 |
| Compensation | — | 4 |
| Nominating & Corporate Governance | — | 2 |
Fixed Compensation
Director compensation structure (policy):
- Annual Board retainer: $275,000 (25% cash; 75% time-based RSUs)
- Committee chair fee: $20,000 (cash)
- Audit committee member fee: $20,000 (cash)
- Compensation committee member fee: $15,000 (cash)
- Nominating & Corporate Governance committee member fee: $10,000 (cash)
2024 Director compensation (James Nelson):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 100,625 |
| Stock Awards (grant-date fair value) | 224,227 |
| Total | 324,852 |
| Director RSUs granted (shares) | 8,133 |
Additional director benefits: reimbursement of reasonable travel; up to $7,000 for director education per 12-month period; employee discount of 20% on most orders .
Performance Compensation
- Structure: Director RSUs are time‑based and vest upon the earlier of the next annual meeting date or one year from grant; directors may elect deferral of settlement; no performance-conditioned metrics (no PSUs/options for directors disclosed) .
| Performance Metric | Weighting | Target | Outcome |
|---|---|---|---|
| None disclosed for directors | — | — | Director RSUs are time-based only |
RSU grant details (James Nelson, FY24):
| Grant Date | Award Type | Shares | Vesting | Fair Value ($) |
|---|---|---|---|---|
| FY24 (post‑annual meeting) | Director RSUs | 8,133 | Vests at 2025 Annual Meeting date, subject to service | 224,227 |
Other Directorships & Interlocks
| Entity | Relationship to CHWY | Interlock/Conflict Notes |
|---|---|---|
| Roman DBDR Acquisition Corp. II | Unrelated SPAC | Current public directorship; no CHWY transaction disclosed |
| MGM Resorts International | Unrelated | Senior Advisor role; no CHWY transaction disclosed |
Controlled company context and related-party environment:
- BC Partners beneficially owns ~52.9% of outstanding common stock, representing ~91.8% of total voting power; CHWY is a “controlled company” under NYSE rules .
- Significant BC Partners-related transactions and repurchases occurred; Audit Committee (chaired by Nelson) oversees related party transactions per policy .
Expertise & Qualifications
- Audit committee financial expert; financial sophistication per NYSE standards .
- Extensive public company board experience and senior executive background across finance, compliance, risk management, technology, and strategic operations .
Equity Ownership
| Holder | Class A Shares | RSUs Vesting at Annual Meeting | Total Voting Power % |
|---|---|---|---|
| James Nelson | 11,632 | 8,133 | <1% |
Stock Ownership Guidelines (independent directors): hold 5× annual equity retainer; five-year compliance window; all independent directors currently in transition period to meet guidelines; 50% net shares retention until satisfied .
Insider trading policy: prohibits hedging, pledging, short-term trading, derivatives, margin, and standing/limit orders except for very limited durations .
Governance Assessment
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Strengths:
- Independent Audit Chair with “financial expert” designation; committee oversees external financial reporting, internal control effectiveness, cybersecurity/data privacy risk, and related-party transaction review .
- Strong attendance standard met; Board and key committees regularly convened in FY24 .
- Director pay structure emphasizes equity (75% of retainer in RSUs), supporting alignment with shareholders, plus clear stock ownership guidelines and clawback framework for executives; directors subject to strict insider trading prohibitions (hedging/pledging) .
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Controlled-company risk and related-party environment:
- BC Partners’ 91.8% voting power may limit minority shareholder influence; affiliates have pledged Class B shares securing indebtedness, where foreclosure could trigger change in control—an ongoing structural governance risk the Audit Committee must monitor .
- Multiple BC Partners-related transactions (merger-related tax funding, repurchases, services) were approved via independent special committee—appropriate process mitigates conflict risk, but continued vigilance is warranted .
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Signals and red flags:
- RED FLAG: Pledge of Class B stock by BC Partners affiliates introduces potential forced change-of-control scenario upon default .
- No director-specific related-party transactions or attendance shortfalls for Nelson disclosed; independence affirmed .
- Director compensation uses time-based RSUs with no meeting fees; mix and levels for Nelson in FY24 appear consistent with policy (cash + equity), supporting alignment without excessive guaranteed pay .
Overall, Nelson’s independent audit leadership and deep financial oversight experience bolster board effectiveness in a complex controlled-company setting. The principal governance risks stem from the BC Partners control/pledge structure and ongoing related-party transaction oversight, areas directly within the Audit Committee’s mandate under Nelson’s chairmanship .