Kristine Dickson
ChewyAbout Kristine Dickson
Independent director of Chewy (CHWY), age 47, serving since July 14, 2021 with a current Class II term expiring at the 2027 annual meeting; member of the Audit Committee, designated by the Board as financially sophisticated under NYSE rules and independent under NYSE/SEC standards . Currently CFO of Lead Bank (since September 2022); prior CFO and CAO roles at post‑reorganization Lehman Brothers Holdings Inc.; earlier finance leadership at Willis Towers Watson and investment banking experience at Citigroup; BS in Computer Systems Engineering from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lead Bank | Chief Financial Officer | Sep 2022 – Present | Bank CFO oversight; financial controls |
| Lehman Brothers Holdings Inc. (post‑reorg) | Chief Financial Officer | 2016 – 2022 | Post‑reorg finance, risk and reporting |
| Lehman Brothers Holdings Inc. | Chief Administrative Officer | 2012 – 2015 | Corporate administration/human resources |
| Willis Towers Watson | Northeast Regional Financial Officer | 2008 – 2012 | Regional finance leadership |
| Willis Towers Watson | Director, Financial Planning & Analysis | 2006 – 2008 | FP&A |
| Willis Towers Watson | Mergers & Acquisitions | 2001 – 2006 | M&A execution |
| Citigroup | M&A and Telecom Investment Banking | Not specified | Transactional experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lead Bank | Chief Financial Officer | Sep 2022 – Present | Current external executive role |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee composition: James Nelson (Chair), Kristine Dickson, James A. Star .
- Expertise designation: Board determined Audit Committee members meet financial literacy; Ms. Dickson possesses required financial sophistication under NYSE rules .
- Independence: Board affirmed Ms. Dickson is independent under NYSE/SEC rules .
- Attendance: In FY2024, Board met 4 times; Audit Committee 4; Compensation Committee 4; Nominating & Corporate Governance Committee 2. Each director attended at least 75% of Board and applicable committee meetings; executive sessions held regularly without a designated standing presiding director .
- Board structure: Controlled company under NYSE rules (BC Partners ~91.8% voting power), exempt from certain independence requirements for Compensation/NCGC; Audit Committee complies with SEC/NYSE independence requirements .
Fixed Compensation
- Director compensation policy (independent directors): $275,000 annual Board retainer (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; NCGC member fee $10,000 cash; RSUs generally grant after annual meeting and vest at next annual meeting; reimburse reasonable travel and up to $7,000 for director education .
- FY2024 actual compensation (cash + equity grant date value):
| Component | Amount | |---|---| | Fees Earned or Paid in Cash | $80,625 | | Stock Awards (grant‑date fair value) | $224,227 | | Total | $304,852 | - FY2024 RSU grant: 8,133 Director RSUs; vest on the date of the 2025 annual meeting, subject to continued service; settlement of Ms. Dickson’s Director RSUs deferred until termination of service, death/disability, or change in control per her deferral election .
Mix signal: Material equity component (time‑based RSUs) enhances alignment; cash fees reflect Audit Committee service; no meeting fees .
Performance Compensation
| Performance Element | Metric(s) | Structure | FY2024 Status |
|---|---|---|---|
| Director Performance‑based pay | None disclosed | Directors receive time‑based RSUs; no performance metrics tied to director pay | None |
Other Directorships & Interlocks
- Public company boards: None disclosed for Ms. Dickson in the proxy .
- Interlocks: No Compensation Committee interlocks involving Ms. Dickson; CHWY’s Compensation Committee members were Raymond Svider and Fahim Ahmed in FY2024 .
Expertise & Qualifications
- Finance and accounting: CFO experience; FP&A; audit committee financial sophistication per Board determination .
- Risk management and compliance: Roles spanning risk, governance, and transactional execution (LBH post‑reorg; WTW; Citi) .
- Education: BS in Computer Systems Engineering (Stanford) .
Equity Ownership
| Ownership Detail | Amount/Notes |
|---|---|
| Beneficial ownership (voting shares) | 19,782 Class A shares; less than 1% of outstanding |
| Breakdown (vested/deferred RSUs) | RSUs that vested on 7/14/2022 (1,624), 7/14/2023 (5,145), 7/11/2024 (4,880); settlement deferred until departure or change in control |
| Unvested Director RSUs | 8,133 RSUs vesting at 2025 annual meeting (subject to service) |
| Stock ownership guidelines | Independent directors: hold equity equal to 5× annual equity retainer; transition period up to 5 years; retain ≥50% of net shares until met |
| Hedging/pledging | Company policy prohibits hedging, short sales, margin trading, and pledging for directors and employees (limited exceptions not applicable); no pledge by Ms. Dickson disclosed |
| Section 16 compliance | All directors/officers timely filed required reports in FY2024 |
Governance Assessment
- Strengths:
- Independent, financially sophisticated Audit Committee member with deep CFO experience, supporting oversight of financial reporting, internal controls, cybersecurity and related‑party transactions .
- Attendance and engagement meet Board standards; RSU deferral elections indicate long‑term orientation/alignment .
- Hedging/pledging banned; stock ownership guidelines enforce alignment, with transition period applicable to newer directors .
- Risks/Considerations:
- Controlled company structure concentrates voting power (BC Partners ~91.8%), reducing independence requirements for Compensation and Nominating committees; however, Audit Committee remains fully independent and oversees related‑party transaction approvals .
- No disclosed conflicts or related‑party transactions involving Ms. Dickson; Audit Committee policy governs review/approval .
RED FLAGS: None disclosed specific to Ms. Dickson (no related‑party transactions, hedging/pledging, or low attendance noted) .
Additional Context: Audit Committee composition and report confirm robust financial oversight; Deloitte audit fees increased to $3.08M in FY2024, with standard pre‑approval policies; Audit Committee report signed by chair and members (including Ms. Dickson) .