Marco Castelli
ChewyAbout Marco Castelli
Marco Castelli, age 43, serves as a Class I director of Chewy, Inc., having joined the Board effective May 23, 2022; his current term expires at the 2026 annual meeting . He is a Partner at BC Partners, with prior experience at Bain & Company; he holds an MBA from the University of Chicago Booth School of Business and a Business Administration degree from Bocconi University, Italy . The Board has not determined him to be independent under NYSE/SEC rules (see Director Independence section) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BC Partners | Partner | 2006–present | Investments, finance, venture capital expertise |
| Bain & Company | Management Consultant | 2005–2006 | Strategy/operations consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DentalPro (dental care/services) | Director (prior) | Not disclosed | Governance experience in healthcare services |
| Cigierre – Compagnia Generale Ristorazione S.p.A. (restaurants) | Director (prior) | Not disclosed | Governance experience in consumer/retail |
- No current public company directorships are disclosed for Mr. Castelli (other directors’ public board service is listed, but not Mr. Castelli) .
Board Governance
| Governance Item | Status / Detail |
|---|---|
| Board Class/Term | Class I; Director since 2022; term expires 2026 |
| Independence | Not listed among independent directors; Board affirmed independence for other named directors (Dickson, Ellinger, Goldhaber, Nelson, Nesbitt, Star), implying Mr. Castelli is not independent |
| Committee Memberships | None (no Audit, Compensation, or Nominating & Corporate Governance committee assignments shown) |
| Committee Chair Roles | None |
| Board/Committee Meetings FY2024 | Board 4; Audit 4; Compensation 4; NCGC 2 |
| Attendance | Each director attended at least 75% of Board and applicable committee meetings in FY2024 |
| Executive Sessions | No formal presiding director; attending directors designate a presiding director per session |
| Controlled Company | BC Partners beneficially owns ~52.9% of shares and ~91.8% voting power; Chewy is a “controlled company” under NYSE rules |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $0 | Non‑independent directors received no compensation for Board service in FY2024 |
| Director RSUs (time‑based) | $0 | Independent directors receive RSUs equal to 75% of retainer (vesting at next AGM or 1 year); not applicable to non‑independent directors |
| Committee membership fees | $0 | Audit ($20k), Compensation ($15k), NCGC ($10k) fees apply only to independent directors; not applicable to Mr. Castelli |
| Committee chair fee | $0 | $20k cash for chair roles is for independent directors; not applicable |
Policy reference (for independent directors): $275,000 annual retainer (25% cash/75% RSUs); committee member and chair cash fees; education reimbursement up to $7,000; RSUs granted post-AGM and vest at next AGM/1 year .
Performance Compensation
- Chewy does not disclose performance-based director compensation; independent directors receive time-based RSUs only, and non‑independent directors (including Mr. Castelli) receive no director compensation .
Other Directorships & Interlocks
| Entity | Relationship to CHWY | Amounts/Terms | Governance Handling |
|---|---|---|---|
| BC Partners affiliates | Controlling holder: ~91.8% voting power via Class B; ~52.9% of outstanding common stock | Class B carries 10 votes/share; convertible 1:1 into Class A | Chewy qualifies as a controlled company |
| Buddy Chester Sub LLC (BC Partners affiliate) | Issuer repurchased shares from affiliate | Aggregate $850,000,000 across repurchases on 6/26/24 ($28.49/sh), 9/18/24 ($29.40/sh), 12/9/24 ($31.32/sh) | Approved by a special committee of independent, disinterested directors; Board approved on committee recommendation |
| BC Partners affiliates (Merger Agreement) | Ownership restructuring and tax funding | Affiliates transferred $41,301,844 to fund taxes inherited by Chewy (10/30/2023 transactions) | Approved by special committee of independent, disinterested directors; Board approval on recommendation |
| PetSmart Veterinary Services (PVS) | Services related to veterinary software | Chewy received $199,761 in FY2024 through Record Date | Related party transaction under policy; Audit Committee oversight |
| NAVEX (BC Partners portfolio) | Compliance/education services | Chewy paid $142,944 in FY2024 through Record Date | Related party transaction; Audit Committee oversight |
| GardaWorld (BC Partners portfolio) | Security solutions/services | Chewy paid $499,716 in FY2024 through Record Date | Related party transaction; Audit Committee oversight |
Expertise & Qualifications
- Finance, investments, and venture capital experience as a long‑tenured BC Partners partner .
- Prior management consulting at Bain & Company .
- Governance experience on boards in healthcare (DentalPro) and consumer/restaurant sectors (Cigierre) .
- Education: MBA (Chicago Booth); Business Administration (Bocconi University) .
Equity Ownership
| Item | Detail |
|---|---|
| Class A shares beneficially owned | 0 (not listed with shares; “—”) as of May 12, 2025 |
| Class B shares beneficially owned | 0 (not listed; “—”) as of May 12, 2025 |
| Ownership guidelines applicability | Stock ownership guidelines apply to executive officers and independent directors; as a non‑independent director, Mr. Castelli is not in scope |
| Hedging/pledging policy | Board’s Insider Trading Policy prohibits hedging and pledging by employees and Board members |
| Pledged shares (affiliates) | Certain BC Partners affiliates pledged Class B shares as collateral; foreclosure could trigger a change in control |
Governance Assessment
- Board effectiveness: Mr. Castelli has relevant investment and corporate finance background, but he holds no committee roles and is not an independent director—limiting direct oversight in audit/compensation/governance areas . Attendance met Board’s threshold (≥75%) in FY2024, indicating baseline engagement .
- Conflicts and related party exposure: As a BC Partners partner, his affiliation aligns with Chewy’s controlled company status; Chewy executed large transactions with BC Partners affiliates (e.g., $850M repurchases; $41.3M tax funding; services with NAVEX/GardaWorld/PVS). Mitigations included approval by special committees of independent, disinterested directors and Audit Committee oversight per the Related Party Policy .
- Director compensation and alignment: Non‑independent directors receive no director compensation or RSUs, and Mr. Castelli reported no personal beneficial ownership—suggesting limited direct “skin‑in‑the‑game” at the individual level, though indirect alignment may exist via BC Partners’ controlling stake .
- RED FLAGS
- Controlled company risks: BC Partners’ ~91.8% voting power concentrates decision-making; potential minority shareholder disenfranchisement risk .
- Pledging by affiliates: Pledge of Class B shares by BC Partners affiliates introduces change‑of‑control risk upon default .
- Extensive related party transactions: Requires ongoing robust independent oversight to avoid perceived or actual conflicts; special committee approvals are positive but should continue as standard practice .
- Signals to monitor: Continuity of independent special committee oversight on any BC Partners‑related transactions; maintenance of Audit Committee’s related party review; any changes in committee assignments that could enhance independent oversight; updates to affiliate pledging arrangements and any Form 8‑K results post‑AGM .