Mathieu Bigand
ChewyAbout Mathieu Bigand
Mathieu Bigand (age 34) is a Class III director of Chewy, first appointed effective September 14, 2022. He is a Director at BC Partners; previously he worked in Goldman Sachs’ Investment Banking division (TMT focus) from 2014–2019. He holds a Master in Management from HEC Paris and a Bachelor in Mathematics from Paris 1 Panthéon-Sorbonne University. As of May 19, 2025, he was nominated for re‑election to a term expiring at the 2028 annual meeting. The Board’s independence determination does not list him as independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs Group, Inc. (Investment Banking, TMT) | Banker | 2014–2019 | Capital markets and TMT transaction experience |
| Presidio Inc. | Director (prior) | Not disclosed | Prior public-company board exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PetSmart LLC | Director | Current | BC Partners portfolio; potential interlock with CHWY controller |
| Women’s Care Enterprises, LLC | Director | Current | BC Partners portfolio |
Board Governance
- Class/Term: Class III; director since Sept 14, 2022; current term expiring at 2025 annual meeting; nominated to serve through 2028 if elected.
- Committee assignments: None of the three standing committees (Audit, Compensation, Nominating & Corporate Governance) as of May 19, 2025.
- Independence: Not included among directors affirmatively determined independent by the Board; CHWY is a controlled company under NYSE rules (BC Partners affiliates hold a majority of voting power).
- Attendance: In FY2024, each director attended at least 75% of aggregate Board and relevant committee meetings; Board met 4x, Audit 4x, Compensation 4x, Nominating & Corporate Governance 2x.
Fixed Compensation
| Item | FY2024 Amount | Notes |
|---|---|---|
| Board retainer (cash) | $0 | Non‑independent directors received no compensation for Board service. Bigand is not listed as independent. |
| Committee fees (cash) | $0 | No committee assignments and non‑independent status. |
| Total fixed compensation | $0 | As above. |
Reference policy for independent directors (for context): $275,000 annual retainer (25% cash/75% RSUs); Audit member $20,000; Compensation member $15,000; Nominating & Corporate Governance member $10,000; Committee chairs +$20,000 (cash). RSUs vest at next annual meeting/one year.
Performance Compensation
| Element | Structure | Metrics | FY2024 Treatment for Bigand |
|---|---|---|---|
| Director equity (RSUs) | Time‑based RSUs equal to 75% of annual retainer for independent directors; vest at next annual meeting/one year | None (time-based only) | Not applicable; non‑independent directors received no director equity compensation. |
- Clawback/Hedging/Pledging policies: Company prohibits hedging and pledging by directors under its Insider Trading Policy. The NYSE/SEC‑compliant clawback applies to executive officers (not directors), but hedging/pledging prohibitions cover Board members.
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| PetSmart LLC | Private | Director | BC Partners controls CHWY via Class B; affiliates transact with CHWY; special committee approvals implemented. |
| Women’s Care Enterprises, LLC | Private | Director | BC Partners portfolio; affiliation context. |
- Related‑party/affiliation context at CHWY:
- CHWY is a controlled company; BC Partners affiliates hold all Class B (10 votes/share), representing ~91.8% of total voting power; BC Partners affiliates have pledged certain Class B shares as collateral—foreclosure could trigger change of control.
- 2024 stock repurchases totaling $850M from a BC Partners affiliate (Buddy Chester Sub LLC) were approved by an independent special committee and then the Board.
- Limited transactions with BC Partners portfolio companies (PVS, Navex, GardaWorld) were reviewed; small dollar amounts and subject to related‑party policy.
Expertise & Qualifications
- Capital markets and TMT transaction experience (Goldman Sachs); e‑commerce, healthcare, and retail exposure; international background; venture capital/private equity perspective (BC Partners).
- Education: Master in Management (HEC Paris); Bachelor in Mathematics (Paris 1 Panthéon‑Sorbonne).
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Total Voting Power |
|---|---|---|---|
| Mathieu Bigand | 0 | 0 | 0% (not listed; less than 1%) |
- Stock ownership guidelines: Apply to executive officers and independent directors (5x annual equity retainer for independent directors) with a 5‑year compliance window; Bigand is not listed as independent, so the independent‑director guideline does not apply. Directors are subject to a 50% net‑shares retention requirement until compliant (for covered persons).
Governance Assessment
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Strengths:
- Transaction/PE expertise; relevant sector knowledge (e‑commerce/retail/healthcare), potentially useful for strategy and M&A.
- Board employs formal processes for related‑party oversight (Audit Committee policy) and used independent special committees for affiliate transactions.
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Risk indicators and potential red flags:
- RED FLAG: Not independent (BC Partners affiliation) on a controlled company board; key committees (Compensation and Nominating & Corporate Governance) include BC Partners‑affiliated members, which may limit perceived independence of pay/governance oversight.
- RED FLAG: Zero reported personal beneficial ownership as of the record date, reducing direct “skin‑in‑the‑game” alignment versus independent directors who receive equity retainers.
- RED FLAG: Affiliates of the controller (BC Partners) conducted large related transactions (e.g., $850M repurchases), despite special‑committee safeguards; affiliates have pledged Class B shares, introducing change‑of‑control risk on foreclosure.
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Attendance and engagement: Bigand met the Board’s ≥75% attendance threshold in FY2024 along with all directors, indicating baseline engagement.
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Net view: Bigand brings valuable capital markets and sector expertise but is not independent and holds no reported CHWY equity; in a controlled structure with ongoing affiliate dealings, the combination may constrain investor confidence in fully arm’s‑length governance despite formal safeguards and special‑committee processes.