Lisa Sibenac
ChewyAbout Lisa Sibenac
Lisa Sibenac, age 44, has served on Chewy’s Board since April 29, 2019 (Class III; current term expiring at the 2025 Annual Meeting; nominated to serve a new three‑year term through the 2028 Annual Meeting). She is a Managing Director in portfolio operations at BC Partners (since 2017), with prior management roles at Amazon (2012–2017) and technical/commercial leadership roles at Lockheed Martin (2003–2010). She holds a BS in Mechanical Engineering from the University of Notre Dame and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BC Partners | Managing Director, Portfolio Operations | 2017–present | Operational oversight across portfolio; expertise in e‑commerce/retail operations |
| Amazon | Management positions | 2012–2017 | Customer engagement and e‑commerce operations experience |
| Lockheed Martin | Technical and commercial leadership roles | 2003–2010 | Technology and commercial leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Madison Logic, Inc. | Director | Since Nov 2023 | BC Partners portfolio company; Chewy Chair Raymond Svider is Chairman at Madison Logic (interlock) |
| Appgate, Inc. | Director | 2022–2024 | Cybersecurity company |
| GFL Environmental Inc. | Director | 2018–2020 | Waste management company |
Board Governance
- Board composition and structure: Chewy’s Board has 14 directors across three staggered classes; Class III includes Ms. Sibenac and her term expires at the 2025 Annual Meeting, with nomination to serve until 2028 .
- Committee assignments: As of May 19, 2025, Ms. Sibenac is not listed as a member of any standing committee; Audit (AC), Compensation (CC), and Nominating & Corporate Governance (NCGC) member/Chair notations exclude her .
- Independence status: Chewy is a NYSE “controlled company.” The Board affirmatively determined independence for Ms. Dickson, Ms. Ellinger, Dr. Goldhaber, Mr. Nelson, Mr. Nesbitt, and Mr. Star; Ms. Sibenac is not included in the independent cohort (BC Partners affiliation) .
- Meetings and attendance: FY2024 meetings—Board 4, Audit 4, Compensation 4, NCGC 2; each director attended at least 75% of Board and applicable committee meetings during their service .
- Executive sessions: Non‑employee and independent directors meet in regular executive sessions; a presiding director is designated for each session rather than formally appointed .
- Related‑party oversight: Audit Committee monitors legal/regulatory compliance and approves/disapproves related‑party transactions; NCGC oversees governance risks; Compensation Committee reviews compensation‑related risk .
Fixed Compensation
| Component | Independent Director Policy | Ms. Sibenac (Status) |
|---|---|---|
| Annual Board retainer | $275,000; 25% cash / 75% time‑based RSUs (“Director RSUs”), granted post‑annual meeting and vest by next annual meeting (or 1 year) | Non‑independent directors receive no compensation for Board service |
| Committee chair fee | $20,000 cash | Not applicable (not a chair) |
| Committee member fees | Audit $20,000; Compensation $15,000; NCGC $10,000 (cash) | Not applicable (not a member) |
| Reimbursements | Travel; up to $7,000 for director education; 20% employee discount on most orders | Available to directors per policy |
Director indemnification: Chewy has indemnification agreements with each director providing maximum Delaware‑law protection (fees, judgments, fines, settlements) unless adjudged not acting in good faith, etc. .
Performance Compensation
| Element | Independent Director Policy | Ms. Sibenac (Status) |
|---|---|---|
| Director RSUs | Granted annually; vest at next annual meeting; may be deferred; grant‑date fair value aligns to 75% of retainer divided by 20‑day average price | Not applicable; non‑independent directors receive no director compensation |
| Performance metrics tied to director pay | None disclosed for directors (performance metrics apply to executive LTI/STI) | Not applicable |
Other Directorships & Interlocks
- Madison Logic: Ms. Sibenac serves as director; Chewy Chair Raymond Svider is Madison Logic’s Chairman, creating an interlock within BC Partners’ portfolio network .
- BC Partners control: Affiliates of BC Partners/Argos hold all Class B shares and 91.8% total voting power; Chewy is a controlled company under NYSE rules .
- Pledged shares by BC Partners affiliates: Certain Class B shares pledged to secure indebtedness, including PetSmart debt; foreclosure could result in a change of control—material governance risk .
Expertise & Qualifications
- Education: BS Mechanical Engineering (Notre Dame); MBA (Harvard Business School) .
- Technical/operational competencies: Business operations, customer engagement, technology; deep knowledge of e‑commerce/retail .
Equity Ownership
| Holder | Security | Shares Beneficially Owned | % Outstanding |
|---|---|---|---|
| Lisa Sibenac | Class A Common | 1,000 | <1% (star denotes less than 1%) |
| Notes | — | No RSUs/options disclosed for Ms. Sibenac; percent computed by company methodology (based on 195,284,064 Class A shares as of May 12, 2025) | — |
- Stock ownership guidelines: Executives and independent directors must hold qualifying equity; independent directors’ requirement is 5x annual equity retainer; compliance within five years; retain 50% of net shares until compliant. Ms. Sibenac, being non‑independent, is not covered by the independent‑director guideline .
Governance Assessment
- Independence & control risk: Ms. Sibenac is not among directors deemed independent; Chewy is a controlled company with BC Partners affiliates holding all Class B shares and 91.8% voting power, and Ms. Sibenac is a BC Partners Managing Director—elevated risk of influence by controlling stockholder; mitigants include committee governance and NYSE/SEC audit committee compliance .
- Committee effectiveness: No committee memberships or chair roles for Ms. Sibenac; governance impact primarily via full Board participation rather than committee oversight .
- Ownership alignment: Personal stake of 1,000 Class A shares (<1%) indicates limited “skin‑in‑the‑game” compared to independent director guideline framework (which she is not subject to) .
- Interlocks & potential conflicts: Shared Madison Logic board exposure with Chewy Chair Raymond Svider (BC Partners), and broader BC Partners portfolio ties, may create perceived conflicts in oversight and information flow; Audit Committee is responsible for related‑party review .
- Change‑of‑control pledge risk (RED FLAG): Pledge of Class B shares by BC Partners affiliates to secure indebtedness (including PetSmart) could trigger foreclosure and change in control upon default—a governance and control continuity risk .
- Attendance & engagement: Board and committee attendance thresholds met by all directors; Board held 4 meetings (FY2024) with structured executive sessions, indicating baseline engagement .
- Section 16 compliance: All directors/officers timely filed required reports in FY2024, indicating sound compliance culture .
Overall signal: As a BC Partners Managing Director on the Board of a controlled company, Ms. Sibenac’s governance profile reflects strong operating credentials but limited independence, minimal personal equity exposure, and portfolio interlocks—factors investors should weigh alongside Chewy’s committee‑level controls and related‑party oversight mechanisms .