Michael Chang
ChewyAbout Michael Chang
Michael Chang is a Partner at BC Partners; previously Principal at JLL Partners (1999–2009). He holds an MBA from Harvard Business School and a BA in Economics from The Wharton School. As of May 19, 2025 he is age 48, has served on CHWY’s board since 2019 (Class II; current term expires 2027), and brings extensive finance experience with in‑depth knowledge of healthcare and retail . The Board’s independence disclosure does not list Chang among independent directors, reflecting Chewy’s controlled company status under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JLL Partners, LLC | Principal | 1999–2009 | Private equity investing and finance experience |
External Roles
| Organization | Role | Tenure | Interlock/Conflict Relevance |
|---|---|---|---|
| Zest Dental Solutions | Director | Current | No CHWY transaction disclosed |
| Women’s Care Enterprises, LLC | Director | Current | No CHWY transaction disclosed |
| CeramTec GmbH | Director | Current | No CHWY transaction disclosed |
| PetSmart LLC | Director | Current | PetSmart subsidiary PVS buys veterinary software from CHWY ($199,761 FY24 through record date) |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (“NCGC”) .
- Committee chair roles: None for Chang (NCGC chaired by Raymond Svider) .
- Independence status: Board affirmatively determined only Dickson, Ellinger, Goldhaber, Nelson, Nesbitt, and Star as independent; Chang not listed (reflecting controlled company exemptions) .
- Attendance: In FY2024, Board met 4x; Audit 4x; Compensation 4x; NCGC 2x; each director attended at least 75% of applicable meetings; 11 directors attended the 2024 annual meeting .
- Tenure and class: Director since April 29, 2019; Class II; term expires 2027 .
- Controlled company dynamics: BC Partners beneficially owned ~52.9% of outstanding shares representing ~91.8% total voting power at 2025 record date .
Fixed Compensation
| Item | FY2024 Amount | Notes |
|---|---|---|
| Independent Director Annual Retainer | $275,000 (25% cash; 75% RSUs) | Time‑based RSUs granted after annual meeting; vest at next annual meeting or one year from grant, subject to service . |
| Committee Chair Fee | $20,000 (cash) | Paid in addition to member fee . |
| Audit Committee Member Fee | $20,000 (cash) | |
| Compensation Committee Member Fee | $15,000 (cash) | |
| NCGC Member Fee | $10,000 (cash) | |
| Michael Chang — Director Compensation | $0 | Non‑independent directors received no compensation for board service in FY2024 . |
Performance Compensation
| Feature | Details |
|---|---|
| Director RSU Grant Mechanism | Each independent director receives Director RSUs equal to 75% of annual retainer divided by the 20‑day average closing price; rounded to nearest whole share . |
| Vesting | RSUs vest at next annual meeting or one year from grant, subject to continued service . |
| Deferral Elections | Directors may elect to defer settlement of Director RSUs until termination, death/disability, or change in control per the 2024 Plan . |
| Performance Metrics | None for director equity (time‑based vesting; no revenue/EBITDA/TSR metrics disclosed) . |
Other Directorships & Interlocks
| Relationship | Nature | Amount/Date | Governance Handling |
|---|---|---|---|
| PetSmart Veterinary Services (PVS), a PetSmart subsidiary | CHWY provides veterinary software services to PVS | $199,761 from start of FY2024 through record date | Disclosed as related party transaction; Audit Committee oversees RPT policy . |
| NAVEX (BC Partners portfolio) | CHWY purchased compliance/training services | $142,944 from start of FY2024 through record date | RPT policy applies; Audit Committee approval/oversight . |
| GardaWorld (BC Partners portfolio) | CHWY purchased security solutions and other services | $499,716 from start of FY2024 through record date | RPT policy applies; Audit Committee approval/oversight . |
Expertise & Qualifications
- Finance expertise; deep healthcare and retail knowledge .
- Education: MBA (Harvard Business School); BA in Economics (Wharton) .
- Board skills context: NCGC focuses on director qualifications, independence, governance trends, and CEO succession planning .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Total Voting Power | Notes |
|---|---|---|---|---|
| Michael Chang | 10,000 | — | <1% | Footnote confirms 10,000 Class A shares; asterisk denotes <1% . |
| Shares Outstanding (Record Date 5/12/2025) | 195,284,064 (Class A) | 219,698,561 (Class B) | — | Used for calculating percentages . |
| Vested vs Unvested | 10,000 vested | No RSUs disclosed | — | No director RSUs disclosed for Chang in FY2024 . |
| Pledging/Hedging | Not disclosed for Chang | — | — | Charter defines pledge treatment generally; no pledging disclosure specific to Chang . |
| Ownership Guidelines | Independent directors must hold 5x annual equity retainer (transition period ≤5 years) | — | — | Applies to independent directors; not indicated for Chang . |
Say‑on‑Pay Voting (Investor Sentiment)
| Meeting Date | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| July 10, 2025 | 1,916,973,994 | 115,189,566 | 6,112,828 | 28,299,879 |
| July 11, 2024 | 2,752,091,935 | 64,190,994 | 7,747,016 | 32,545,165 |
Insider Trades (affiliated filings)
| Date Filed | Reporting Person(s) | Transaction | Shares | Price | Notes/Signatory |
|---|---|---|---|---|---|
| Oct 14, 2025 | Argos Holdings GP LLC et al. | Conversion of 13,280,212 Class B to Class A; sale of 13,280,212 Class A | 13,280,212 | $37.65 | Michael Chang signed as Attorney‑in‑Fact for Reporting Persons |
| Nov 10, 2025 | Argos Holdings GP LLC et al. | Schedule 13G/A (ownership update) | — | — | Michael Chang signed as Authorized Signatory for multiple entities |
Note: Security ownership in CHWY’s proxy shows Chang personally holds 10,000 Class A shares (<1%); the above affiliated filings reflect sponsor‑level transactions where Chang acts as signatory/attorney‑in‑fact, not additional personal holdings .
Related Party Transactions & Controls
| Item | Description | Amount | Governance Process |
|---|---|---|---|
| BC Partners Merger/Tax Indemnity | Oct 30, 2023 Transactions; BC affiliates transferred funds to CHWY; indemnity for certain tax liabilities | $41,301,844 transferred FY2024 through record date | Approved by special committee of independent, disinterested directors; Board approved on recommendation . |
| Stock Repurchases from BC Affiliate | Repurchases from Buddy Chester Sub LLC on 6/26/2024, 9/18/2024, 12/9/2024 | $850,000,000 aggregate | Approved by special committee; Board approved . |
| PVS (PetSmart) Software Services | Revenue from PetSmart Veterinary Services | $199,761 | RPT policy; Audit Committee oversight . |
| NAVEX (BC portfolio) Purchases | Compliance/training materials | $142,944 | RPT policy; Audit Committee oversight . |
| GardaWorld (BC portfolio) Purchases | Security solutions/services | $499,716 | RPT policy; Audit Committee oversight . |
| RPT Policy | Defines review/approval criteria; >$120k; Audit Committee administers | Policy disclosure | Audit Committee may approve only if in best interests of company/stockholders . |
Governance Assessment
- Board effectiveness and engagement: Chang serves on NCGC, which oversees director nominations, board composition/chairs, board/committee self‑evaluations, governance policies, and CEO succession planning—an influential governance remit . Attendance thresholds were met, with defined meeting cadence; executive sessions are held with presiding director designated each session .
- Independence and conflicts: Chewy is a controlled company (BC Partners ~91.8% voting power at record date); compensation and NCGC committees include BC Partners representatives (NCGC includes Chang), and the charter renounces certain corporate opportunities for sponsors and non‑employee directors—factors that can constrain perceived independence and raise conflict risk .
- Mitigations: Related party transactions and sizeable sponsor repurchases were approved by a special committee of independent, disinterested directors and are subject to a formal RPT policy under Audit Committee oversight—important safeguards .
- Ownership alignment: Chang personally holds 10,000 Class A shares (<1%); he is not an independent director and did not receive director RSUs in FY2024, limiting direct equity alignment with public holders compared to independent directors subject to 5x retainer ownership guidelines .
- Investor sentiment: Say‑on‑pay received strong support in 2024 and 2025, signaling investor confidence in compensation governance despite controlled company dynamics .
RED FLAGS
- Controlled company status with concentrated voting power and committee leadership by sponsor affiliates .
- Corporate opportunity renunciation for sponsors/non‑employee directors (typical in PE‑controlled issuers but reduces duty to present opportunities to CHWY) .
- Significant related transactions with sponsor affiliates, including $850M repurchases and services purchases; although special‑committee approved, scale and frequency warrant continued monitoring .
Balance of Evidence: Chang is an experienced PE investor with relevant sector expertise and active role on NCGC; however, independence constraints and ongoing sponsor‑affiliate transactions create potential conflict optics. Governance processes (RPT policy, special committee approvals, Audit Committee oversight) partially mitigate risk; continued monitoring of committee composition, RPTs, and equity alignment is advised .