Martin H. Nesbitt
ChewyAbout Martin H. Nesbitt
Martin H. Nesbitt (age 62) is an independent director of Chewy, Inc., serving since September 21, 2020; his current Class I term expires at the 2026 annual meeting . He is Co-Chief Executive Officer of The Vistria Group, LLC (since 2012) and previously co-founded and led TPS Parking Management, LLC (1996–2012), after earlier roles at Pritzker Realty Group and LaSalle Partners . Nesbitt holds an MBA from the University of Chicago Booth School of Business and a BS and honorary doctorate from Albion College . Chewy’s Board has affirmatively determined that Nesbitt meets NYSE and SEC independence standards; each director, including Nesbitt, attended at least 75% of Board and applicable committee meetings in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Vistria Group, LLC | Co-Chief Executive Officer | 2012–present | Private investment firm leadership in education, healthcare, financial services |
| TPS Parking Management, LLC | Co-founder & Chief Executive Officer | 1996–2012 | Built off-airport parking operator; CEO experience |
| Pritzker Realty Group, L.P. | Officer | Pre-1996 (not specified) | Commercial real estate operations |
| LaSalle Partners | Investment Manager | Pre-1996 (not specified) | Real estate services/investment |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Airlines Group Inc. | Director | 2015–present | Audit Committee; Corporate Governance & Public Responsibility Committee |
| CenterPoint Energy, Inc. | Director | 2018–2024 | Utility sector oversight |
| Jones Lang LaSalle Incorporated | Director | 2011–2021 | Real estate services governance |
| Norfolk Southern Corp. | Director | 2013–2018 | Transportation oversight |
| Chicago Museum of Contemporary Art | Trustee | Not specified | Civic engagement |
| Chicago Housing Authority | Chairman (former) | Not specified | Public sector governance |
| Chicago 2016 Olympic Committee | Board Member (former) | Not specified | Event organizing oversight |
Board Governance
- Committee assignments: As of May 19, 2025, Nesbitt is not listed as a member or chair of Chewy’s Audit, Compensation, or Nominating & Corporate Governance Committees .
- Independence: The Board affirmed Nesbitt’s independence under NYSE/SEC rules .
- Attendance: The Board held 4 meetings; Audit 4; Compensation 4; Nominating & Corporate Governance 2; each director attended at least 75% of meetings for bodies on which they served in fiscal 2024 .
- Leadership structure: Chewy separates Chairperson (Raymond Svider) and CEO (Sumit Singh), which the Board believes enhances oversight; Chewy is a controlled company under NYSE rules due to BC Partners’ voting power .
- Executive sessions: Non-employee and independent directors meet regularly; sessions designate a presiding director ad hoc rather than a formal lead independent director .
- Risk oversight: Audit Committee oversees risk, compliance, and related party transactions; Compensation Committee reviews compensation-related risks; Nominating & Corporate Governance Committee oversees governance practices .
Fixed Compensation
Director compensation framework and Nesbitt’s actual pay.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 112,500 | 65,625 |
| Stock Awards ($) (ASC 718 grant-date FV) | 184,952 | 224,227 |
| Total ($) | 297,452 | 289,852 |
- Policy: Independent directors receive an annual Board retainer payable 25% in cash and 75% in time-based RSUs; FY2024 policy retainer $275,000, with committee chair/member cash fees ($20,000 chair; $20,000 Audit member; $15,000 Compensation member; $10,000 Nominating & Corporate Governance member), and up to $7,000 director education reimbursement .
- Special committee service: Nesbitt received an additional $50,000 cash fee in FY2023 for service on a special committee .
Performance Compensation
Director equity awards are time-based RSUs; there are no performance metrics tied to director compensation.
| Equity Award Detail | FY 2023 | FY 2024 |
|---|---|---|
| Director RSU grant (shares) | 4,880 RSUs; vests on Annual Meeting; deferral election available | 8,133 RSUs; vests on Annual Meeting; deferral election available |
| Vesting condition | Time-based; earlier of next Annual Meeting or one year from grant, subject to continued service | Time-based; earlier of next Annual Meeting or one year from grant, subject to continued service |
| Settlement options | Deferred settlement election; settlement upon termination, death/disability, or change in control per plan | Deferred settlement election; settlement upon termination, death/disability, or change in control per plan |
- Performance metrics: None disclosed/applicable for director RSUs (time-based RSUs, not PSUs) .
Other Directorships & Interlocks
| Director Role | Company | Committee Roles |
|---|---|---|
| Public company director | American Airlines Group Inc. | Audit Committee; Corporate Governance & Public Responsibility Committee |
- Controlled company context: Affiliates of BC Partners beneficially own ~52.9% of Chewy’s outstanding common stock, representing ~91.8% of total voting power as of the record date; BC Partners can approve matters requiring majority combined voting power .
- Related party oversight: Transactions with BC Partners’ affiliates (merger restructuring, $850M repurchases, services) were approved by a special committee of independent, disinterested directors and then by the Board .
Expertise & Qualifications
- Core expertise noted by Chewy’s Board: Accounting, compliance, environmental, finance, risk management, operational and strategic experience as CEO and founder; significant public company board experience .
- Education: MBA (Chicago Booth); BS and honorary doctorate (Albion College) .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Total voting shares beneficially owned (Class A) | 21,599 shares; less than 1% |
| Direct holdings | 6,423 shares |
| RSUs scheduled to vest | 8,133 shares, vesting at Annual Meeting (subject to continued service) |
| Vested RSUs with deferred settlement | 1,817 (vested 7/14/2021); 1,624 (vested 7/14/2022); 3,602 (vested 7/14/2023); settlement upon board departure or change-in-control |
| Shares outstanding (reference) | 195,284,064 Class A; 219,698,561 Class B (as of May 12, 2025) |
| Stock ownership guidelines | Independent directors: hold equity equal to 5× annual equity retainer; compliance expected within 5 years (with 50% net share retention until met); all independent directors currently in transition period . |
| Pledging disclosure | No pledging by Nesbitt disclosed; affiliates of BC Partners have pledged Class B shares to secure indebtedness, which could result in a change of control upon default . |
Insider Trades
| Period | Form 4 Activity | Notes |
|---|---|---|
| Fiscal 2024 | Not disclosed in proxy | Chewy states all directors/officers timely filed Section 16(a) reports in FY2024 |
Governance Assessment
- Independence and qualifications: Nesbitt is independent with extensive finance/risk oversight background and current audit committee service at a major public company (American Airlines), supporting board effectiveness for Chewy’s risk/compliance oversight .
- Committee engagement: At Chewy, Nesbitt is not currently on standing committees, which modestly limits direct committee-level influence; however, his FY2023 special committee service indicates targeted engagement on conflict-sensitive matters .
- Attendance and engagement: He met Chewy’s attendance threshold; Board/committees held 4/4/4/2 meetings respectively in FY2024; executive sessions occur regularly without a formal presiding director .
- Pay and alignment: Director pay mixes fixed cash and RSUs (time-based), with higher FY2024 equity grant fair value and ability to defer settlement, aligned with long-term stewardship; ownership guidelines require 5× equity retainer with share retention until compliant .
- Conflicts and related-party exposure: Chewy’s controlled-company status and BC Partners’ pledged Class B shares represent structural governance risks unrelated to Nesbitt’s personal affiliations; related-party transactions are reviewed/approved by independent special committees and the Audit Committee .
- Shareholder signals: The 2024 advisory vote “overwhelmingly in favor” of executive compensation programs suggests stable investor support for Chewy’s compensation governance; the Compensation Committee uses external consultants and a defined peer group to calibrate pay (context for governance quality) .
- Management turnover lens: CFO transition disclosed May 7, 2025 (planned resignation) is a monitoring point for board oversight continuity and control environment, though not directly linked to Nesbitt .
RED FLAGS to monitor: Controlled-company dynamics and BC Partners’ pledging risk ; absence of a formal presiding director for executive sessions ; continued related-party transactions with BC Partners’ affiliates (mitigated by special committee processes) .
Director Compensation (Structure Reference)
- Annual Board retainer: $275,000 (25% cash, 75% time-based Director RSUs) .
- Committee fees: $20,000 chair; $20,000 Audit member; $15,000 Compensation member; $10,000 Nominating & Corporate Governance member (cash) .
- RSU vesting: Earlier of next Annual Meeting or one year, subject to continued service; deferral elections available; settlement upon termination, death/disability, or change-in-control per plan .
Other Directorships & Interlocks (Summary Table)
| Company | Role | Committee Roles |
|---|---|---|
| American Airlines Group Inc. | Director | Audit; Corporate Governance & Public Responsibility |
Governance-Focused Notes on Related Parties
- BC Partners & affiliates: Merger restructuring and $850M repurchase transactions approved by special committee of independent directors and the Board; occasional services with BC portfolio companies (Navex, GardaWorld) and PVS disclosed with amounts .
- Oversight: Audit Committee reviews/approves related party transactions per policy .
Say‑on‑Pay & Compensation Peer Group (Context)
- Say‑on‑Pay (2024 annual meeting): Stockholders “voted overwhelmingly in favor” of FY2023 executive compensation programs; Board continues annual advisory votes .
- FY2024 peer group used for executive pay benchmarking includes e-commerce/retail/technology names (e.g., Airbnb, Booking, Best Buy, DoorDash, eBay, Netflix, ULTA, Wayfair, Zoom) .