Raymond Svider
ChewyAbout Raymond Svider
Partner and Chairman of BC Partners; Chairperson of Chewy’s Board since April 29, 2019, and Chair of both the Compensation and Nominating & Corporate Governance Committees since June 13, 2019. Age 62, director since 2019 with current term expiring in 2026; advanced degrees in engineering from École Polytechnique and École Nationale Supérieure des Télécommunications and an MBA from University of Chicago Booth. Background spans investments across consumer/retail, TMT, healthcare, industrials, and business services; currently Non‑Executive Chairman of PetSmart and chairs Altice USA’s compensation committee while serving on its audit committee. Chewy is a controlled company; BC Partners beneficially owns ~52.9% of common stock representing ~91.8% of voting power; Svider is affiliated with the controlling stockholder and is not listed among directors deemed independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Presidio Inc. | Director | Prior (not specified) | PE-led TMT investment oversight |
| Appgate, Inc. | Director | Prior (not specified) | Cybersecurity portfolio oversight |
| Cyxtera Technologies | Director | Prior (not specified) | Data center operations oversight |
| Keter Group Holding Sarl | Director | Prior (not specified) | Consumer/industrial portfolio oversight |
| Intelsat S.A. | Director | Prior (not specified) | Capital-intensive satellite operations oversight |
| Accudyne Industries LLC | Director | Prior (not specified) | Industrial manufacturing oversight |
| Office Depot, Inc. | Director | Prior (not specified) | Retail turnaround exposure |
| Multiplan, Inc. | Director | Prior (not specified) | Healthcare cost management oversight |
| Unity Media Group | Director | Prior (not specified) | European cable/media exposure |
| Neuf Cegetel | Director | Prior (not specified) | European telecom exposure |
| GardaWorld Corporation | Director | Prior (not specified) | Security services oversight |
| GFL Environmental Inc. | Director | Prior (not specified) | Waste mgmt oversight |
| Nutreco | Director | Prior (not specified) | Animal nutrition exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PetSmart LLC | Non‑Executive Chairman | Since 2015 | Portfolio company governance; interlock with Chewy’s pet ecosystem |
| Madison Logic, Inc. | Chairman | Since 2022 | Digital marketing; chair role |
| Valtech SE | Chairman | Since 2021 | Global digital agency; chair role |
| Altice USA, Inc. | Director; Chair Compensation; Member Audit | Since 2017 | Compensation governance and financial oversight |
| EAB Global, Inc. | Director | Since 2017 | EdTech board oversight |
| NAVEX Global, Inc. | Director | Since 2018 | Risk/compliance software; Chewy purchases services from NAVEX |
Board Governance
- Roles: Chairperson of the Board; Chair of Compensation and Nominating & Corporate Governance Committees; not listed on Audit Committee at Chewy. Committee meeting counts in FY2024: Audit 4, Compensation 4, NCGC 2; Board met 4 times.
- Independence: Chewy is a controlled company under NYSE rules; BC Partners holds ~91.8% of voting power; independent directors identified do not include Svider. Compensation and NCGC are permitted to include non‑independent directors; Audit complies with SEC/NYSE independence.
- Attendance: Each director attended ≥75% of Board and applicable committee meetings; executive sessions of non‑employee/independent directors occur regularly with a rotating presiding director.
- Board leadership: CEO and Chair roles separated; Chair sets agendas and presides, enhancing oversight objectivity.
Fixed Compensation
| Component | Amount/Terms | Applicability to Svider |
|---|---|---|
| Annual Board retainer (independent directors) | $275,000; 25% cash, 75% time‑based RSUs vesting by next annual meeting | Not applicable; non‑independent directors received no director compensation in FY2024 |
| Committee chair fees | $20,000 cash per chair | Not applicable due to non‑independent status |
| Committee membership fees | Audit $20,000; Compensation $15,000; NCGC $10,000 (cash) | Not applicable to Svider |
| Education reimbursement | Up to $7,000 per 12-month period | Policy available; not individually disclosed |
| Indemnification agreement | Maximum protection permitted by Delaware law; fees/expenses covered unless bad faith/unlawful conduct | Applies |
Performance Compensation
| Item | Detail |
|---|---|
| Director equity/performance metrics | Director RSUs for independent directors are time‑based only; no performance metrics apply to director compensation. Svider, as a non‑independent director, did not receive director RSUs or options in FY2024. |
Other Directorships & Interlocks
| Relationship | Nature | Financial/Transaction Detail |
|---|---|---|
| BC Partners (controlling stockholder) | Svider is Partner/Chairman; BC Partners affiliates beneficially own ~52.9% of common stock; ~91.8% voting power. | Voting control affects outcomes absent minority support; controlled company exemptions. |
| Buddy Chester Sub LLC (BC Partners affiliate) | Issuer repurchased 17,550,000; 10,204,081; 1,596,424 Class A shares at $28.49, $29.40, $31.32 on 6/26/24, 9/18/24, 12/9/24 (aggregate $850M). Approved by special committee of independent directors. | Related-party repurchases at specified prices; special committee oversight mitigates conflict. |
| PetSmart Veterinary Services (subsidiary of PetSmart) | Chewy provides vet software services to PVS (PetSmart). | Received $199,761 from PVS from FY2024 start through record date. |
| NAVEX (BC Partners portfolio; Svider director of NAVEX Global, Inc.) | Chewy purchases compliance/education materials. | Paid $142,944 to NAVEX from FY2024 start through record date. |
| GardaWorld (BC Partners portfolio) | Chewy purchases security solutions. | Paid $499,716 from FY2024 start through record date. |
| BC Partners affiliates pledge | Affiliates pledged Class B shares to secure indebtedness (incl. PetSmart). Foreclosure could trigger change in control. | Change of control risk disclosure; material governance consideration. |
Expertise & Qualifications
- Deep private equity and board leadership experience across consumer/retail, TMT, healthcare, industrials, services; strong business acumen suited to Chair role over strategy, compensation, and governance.
- Technical and analytical foundation: engineering degrees (École Polytechnique; École Nationale Supérieure des Télécommunications) and MBA (Chicago Booth).
- External committee expertise: Chairs Altice USA compensation; audit committee member—translatable governance rigor.
Equity Ownership
| Holder | Class A Shares | Class B Shares | Ownership % | Notes |
|---|---|---|---|---|
| Raymond Svider | 60,000 | — | <1% of Class A; <1% voting power | Directly held; no RSUs disclosed; not counted among independent director RSUs. |
| BC Partners affiliates (context) | — | 219,698,561 | 100% of Class B; 91.8% total voting power | Controlling stockholder; pledge of Class B shares disclosed. |
Board Governance
| Attribute | Detail |
|---|---|
| Committees | Chair: Compensation; Chair: Nominating & Corporate Governance; not on Audit (Chewy). |
| Independence | Affiliated with controlling stockholder BC Partners; not listed among independent directors. |
| Attendance | ≥75% of Board and committee meetings for each director in FY2024. |
| Executive sessions | Regular sessions of non‑employee and independent directors; rotating presiding director. |
| Leadership structure | Separated Chair and CEO roles; Chair sets agendas and presides over meetings. |
Insider Trades
| Item | Detail |
|---|---|
| Section 16 compliance | All directors/officers timely filed required Section 16(a) reports in FY2024. |
| Pledging/Hedging | Insider Trading Policy prohibits short sales, derivatives, hedging, margin/pledging for directors/officers; affiliates of BC Partners disclosed pledge of Class B shares (see Related Parties). |
Governance Assessment
-
RED FLAGS
- Controlled company: BC Partners exercises ~91.8% voting power, materially influencing all shareholder votes; minority investor influence limited.
- Chair is non‑independent and affiliated with controlling stockholder; also chairs Compensation and NCGC—committee independence exemptions apply but reduce perceived independence of pay and nominations oversight.
- Multiple related‑party transactions with BC Partners affiliates (large buybacks from Buddy Chester Sub; payments to NAVEX/GardaWorld; service relationship with PetSmart subsidiary) create ongoing conflict potential, notwithstanding special committee approvals.
- Pledge of Class B shares by BC Partners affiliates introduces change‑of‑control risk upon foreclosure—explicitly disclosed by the company.
-
Mitigants and process controls
- Special committee of independent, disinterested directors approved each repurchase and the 2023 restructuring transactions; Audit Committee administers Related Party Policy and approves/monitors RPTs.
- Audit Committee composed entirely of independent directors with financial expertise; independence consistent with SEC/NYSE rules.
- Separation of Chair and CEO roles; Board evaluation and succession processes overseen by NCGC.
-
Ownership alignment
- Svider personally holds 60,000 Class A shares (<1%); independent directors have stock ownership guidelines (5x equity retainer); guidelines apply to independent directors and executive officers; all subject are within transition periods for compliance.
-
Director compensation
- Non‑independent directors (including Svider) receive no director fees or RSUs; independent director pay mix is 25% cash/75% time‑based RSUs—aligning with equity but not performance metrics.
Overall, governance effectiveness is mixed: strong Audit Committee independence and formal RPT oversight, but concentrated control and non‑independent leadership of key committees warrant continued monitoring of transaction processes, executive pay decisions, and board refreshment to bolster minority investor confidence.