Nat Goldhaber
ChewyAbout Nat Goldhaber
Dr. Nat Goldhaber, 77, was appointed as an independent Class I director of Chewy, Inc. on April 24, 2025, with a current term expiring at the 2026 annual meeting . He is Managing Director and co‑founder of Claremont Creek Ventures (clean energy and healthcare focus), and previously founded CyberGold (IPO in 1999; merged with MyPoints in 2000); served as President of Kaleida Labs (IBM/Apple JV), a venture capital firm (Cole Gilburne Goldhaber & Ariyoshi), Vice President at Sun Microsystems following the acquisition of TOPS, and founded TOPS (pioneer in PC networking) . His education includes a Doctor of Education (HC) from Maharishi University of Management, an MA in Education from UC Berkeley, and a BA in Interdisciplinary Studies from Maharishi International University . The Board affirmatively determined he is independent under NYSE/SEC standards ; Chewy separately disclosed his independence on appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Claremont Creek Ventures | Managing Director; Co‑Founder (clean energy & healthcare investments) | 2005–present | VC leadership; compliance/operational experience |
| CyberGold, Inc. | Founder (Internet marketing/payment); IPO | Founded 1995; IPO 1999; merged with MyPoints 2000 | Public company founder; commercialization track record |
| Kaleida Labs (IBM/Apple JV) | President | 1991–1993 | Multimedia technology venture; tech partnership leadership |
| Cole Gilburne Goldhaber & Ariyoshi Mgmt. | President (venture capital firm) | 1988–1991 | High‑technology investing; governance exposure |
| Sun Microsystems | Vice President (post‑TOPS acquisition) | 1987–1989 | Integration leadership; enterprise technology |
| TOPS (PC networking software) | Founder | Founded 1984; acquired by Sun 1987 | Pioneered PC networking; M&A outcome |
| Commonwealth of Pennsylvania | Special Assistant to the Lt. Governor; Interim Director, State Energy Agency | 1979–1982 | Energy policy/public office; regulatory experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| National Academies (BEES) | Board on Energy and Environmental Systems member | 2018–2022 |
| Federation of American Scientists | Board member (emeritus); prior service | 2005–2012 |
| Other public company boards (current) | Not disclosed for Goldhaber as of May 19, 2025 | — (none listed on Chewy’s public‑board matrix) |
Board Governance
- Classification/Term: Class I director; Director since 2025; term expires at 2026 annual meeting .
- Independence status: Board determined Dr. Goldhaber meets NYSE/SEC independence standards ; independence confirmed upon appointment .
- Committee memberships: None disclosed for Dr. Goldhaber as of May 19, 2025 (Audit, Compensation, and Nominating committee rosters listed; no marks next to his name) .
- Attendance: In FY2024, the Board held 4 meetings; Audit 4; Compensation 4; Nominating 2. Each director then serving attended at least 75% of Board and applicable committee meetings; Goldhaber joined in April 2025 and is not part of FY2024 attendance cohort .
- Controlled company context: BC Partners beneficially owned ~52.9% of common stock and ~91.8% of total voting power as of the record date, with controlled company exemptions (Audit Committee fully independent as required) .
- Executive sessions & leadership: Chairperson (Raymond Svider) separate from CEO; sessions of non‑employee/independent directors held regularly .
Fixed Compensation
| Component | Amount | Form | Notes |
|---|---|---|---|
| Annual Board retainer | $275,000 | 25% cash / 75% time‑based RSUs | RSUs vest at the next annual meeting or 1 year from grant, subject to continued service |
| Committee chair | $20,000 | Cash | Chair also receives member fee |
| Audit Committee member | $20,000 | Cash | |
| Compensation Committee member | $15,000 | Cash | |
| Nominating & Corporate Governance member | $10,000 | Cash | |
| Education reimbursement | Up to $7,000 per 12‑month period | Reimbursement | Plus 20% employee discount benefit |
| Indemnification | Maximum protection permitted under Delaware law | Agreement | Covers fees/judgments/settlements unless bad faith adjudication |
Pro‑rated RSU grant upon off‑cycle board entry:
| Date | Shares Granted | Vesting | Notes |
|---|---|---|---|
| 2025 (on appointment) | 1,304 RSUs | Vests on the date of the 2025 Annual Meeting (July 10, 2025), subject to continued service | RSU amount aligns with pro‑rated director grant policy |
Performance Compensation
- Chewy does not disclose performance‑based equity or cash metrics for director compensation; independent directors receive time‑based RSUs and cash retainers per policy .
- Clawback policy covers executive incentive‑based compensation; director RSUs are time‑based per the Director Compensation policy .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Public company boards (current) | No current public company boards disclosed for Goldhaber on Chewy’s director matrix . |
| Interlocks | None disclosed for Goldhaber; appointment not pursuant to any arrangement/understanding; no transactions requiring Item 404(a) disclosure . |
| Related‑party environment | Chewy has multiple transactions with BC Partners affiliates (e.g., repurchases totaling $850M; services with GardaWorld/Navex; PVS software); these were approved by an independent special committee . Audit Committee oversees related‑party transactions . |
Expertise & Qualifications
- Technology and healthcare domain expertise; compliance, customer engagement, and operational experience cited by Chewy as qualifications .
- Prior executive roles in venture, multimedia tech JV, enterprise tech (Sun Microsystems), and public software company founding/exit provide governance and risk oversight experience .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Nat Goldhaber | 1,304 | * (less than 1%) | — | — | RSUs vest at the 2025 Annual Meeting; pro‑rated grant |
| Ownership guidelines (directors) | 5× annual equity retainer | — | — | — | 5‑year compliance window; retain ≥50% of net shares until compliant |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | — | — | — | Standing/limit orders restrictions; short sales/derivatives prohibited |
Governance Assessment
- Independence and non‑affiliation: Goldhaber was appointed as an independent, with no related‑party transactions disclosed and no appointment arrangements—supportive of board effectiveness and investor confidence .
- Committee workload: As of May 19, 2025, he is not assigned to Audit/Comp/Nominating, limiting immediate committee influence; Audit/Comp/Nominating charters reflect robust oversight structures led by other directors .
- Ownership alignment: Pro‑rated RSU grant and director stock ownership guidelines (5× equity retainer; 50% net share retention until compliant) create alignment; hedging/pledging prohibitions reduce misalignment risk .
- Controlled company risks: BC Partners’ ~91.8% voting power and pledge of Class B stock by affiliates create structural control risk and potential change‑in‑control pathways on default; however, Chewy uses independent special committees for conflicted transactions and keeps Audit Committee independent .
- Say‑on‑pay signal: 2025 advisory vote showed strong support (For: 1,916,973,994; Against: 115,189,566; Abstentions: 6,112,828; Broker non‑votes: 28,299,879), indicating shareholder confidence in compensation governance during his tenure initiation .
- Attendance expectations: Chewy reports ≥75% attendance by directors in FY2024; while Goldhaber joined in 2025, the board’s cadence and executive sessions support engagement norms .
RED FLAGS: Controlled company with concentrated voting power and pledged shares by BC Partners affiliates ; significant related‑party transactions with BC Partners portfolio companies (mitigated by special committee approvals) . No direct red flags tied to Goldhaber disclosed (no related‑party ties, hedging/pledging prohibited) .
Additional Notes
- Director compensation deferral: Independent directors may elect to defer settlement of Director RSUs until termination/death/disability/change‑in‑control; settlement in fully vested shares per election .
- Indemnification: Standard Delaware‑max indemnification in place for directors .