Satish Mehta
ChewyAbout Satish Mehta
Satish Mehta, age 60, has served as Chewy’s Chief Technology Officer since June 2018, following senior roles in data/analytics and omni-channel pricing at UnitedHealth Group, Staples, and Yahoo; he holds a B.S. in Physics & Math (Jawaharlal Nehru University) and an MBA (California Miramar University) . During FY2024, Chewy delivered net sales of $11.86B (+6.4% YoY), Adjusted EBITDA of $570.5M (4.8% margin), and net income of $392.7M, supporting the company’s pay-for-performance design ; Chewy’s TSR indicator improved to 147.04 in FY2024 from 73.10 in FY2023 (indexed to a $100 baseline) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UnitedHealth Group | VP—Data & Analytics Solutions | 2017–2018 | Enterprise data and analytics leadership |
| Staples | VP, Price—Data & Analytics; Omni-Channel; Innovation Labs | 2014–2017 | Omni-channel pricing, innovation and analytics programs |
| Yahoo | Senior Director, Global Data and Ad Tech | 2005–2014 | Global ad tech and data platforms leadership |
External Roles
| Organization | Role | Years |
|---|---|---|
| Express, Inc. | Director | Dec 2022 – Dec 2024 |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary ($) | $475,000 | $475,000 | $493,269 |
| Stock Awards ($) | — | $10,556,862 | $4,645,909 |
| Non-Equity Incentive Plan Comp ($) | $356,250 | $622,250 | $724,021 |
| All Other Compensation ($) | $9,150 | $8,532 | $6,789 |
| Total ($) | $840,400 | $11,662,644 | $5,869,988 |
Performance Compensation
Annual STI Design and Outcomes (FY2024)
| Metric | Weighting | Target/Achievement | Weighted Achievement | Payout (Mehta) |
|---|---|---|---|---|
| Net Sales Growth | 50% | 94% of target | 47% | $724,021 (147% of $493,269 eligible earnings at 100% target) |
| Adjusted EBITDA Margin | 50% | 200% of target | 100% | $724,021 (see above) |
| Total | 100% | 147% of target | 147% | $724,021 |
Notes: NEO STI target 75–150% of eligible earnings; payout range 0–200% of target; FY2024 achievement 147% .
Long-Term Equity Incentives (LTI) Structure
- Instruments: Service RSUs and Performance RSUs (PRSUs) .
- PRSU performance metrics and weights: Net Sales 50%, Adjusted EBITDA Margin 30%, Free Cash Flow 20% (threshold 50%) .
- Clawback: Company-wide clawback policy aligned to NYSE/SEC Section 954; awards also subject to plan-level clawbacks .
Equity Grants and Vesting (FY2024 awards to Mehta)
| Award Type | Grant Date | Shares Granted | Vesting Schedule |
|---|---|---|---|
| RSUs | Apr 4, 2024 | 156,744 | 20.24% on Feb 1, 2025; 14.58% on May 1, 2025; 5.06% each on Aug 1, 2025; Nov 1, 2025; 9.52% on Dec 1, 2025; 5.06% on Feb 1, 2026 and each three-month anniversary thereafter, subject to service |
| PRSUs | Apr 4, 2024 | 126,889 | Certified performance resulted in 162,139 PRSUs vesting on Feb 1, 2027, subject to service |
Additional grants: RSUs 41,110 in Jan 2024 (50% vest May 1, 2024; 50% Dec 1, 2024); FY2023 RSUs 223,206 and PRSUs 54,109 (PRSUs vest Feb 1, 2026, subject to performance) .
Vested Shares and Realized Value (FY2024)
| Metric | FY2024 |
|---|---|
| Shares Acquired on Vesting (#) | 262,218 |
| Value Realized on Vesting ($) | $7,369,790 |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Class A) | 276,467 shares | <1% voting power |
| Unvested RSUs (expected within 60 days of May 12, 2025) | — | 198,082 RSUs not expected to vest within 60 days; disclosed in ownership footnote |
| Unvested PRSUs (expected within 60 days of May 12, 2025) | — | 227,070 PRSUs not expected to vest within 60 days; max additional 124,194 if max performance |
| Outstanding Unvested RSUs (as of Jan 31, 2025) | 223,773 | Market value $8,722,672 (at $38.98) |
| Outstanding Unearned PRSUs (as of Jan 31, 2025) | 126,889 | Market value $4,946,133 (at $38.98) |
| Options | None outstanding under 2024 Plan | Company currently does not grant options; director plan info shows no options outstanding |
| Hedging/Pledging | Prohibited for employees/NEOs under Insider Trading Policy | No hedging, margin, pledging, short sales |
| Stock Ownership Guidelines | 3x base salary for Section 16 officers | Compliance expected within 5 years; retain 50% of net shares until met; Mehta in transition period |
Rule 10b5‑1 Trading Arrangements (Insider Selling Pressure Indicator)
| Date | Action | Authorized Shares | Expiration |
|---|---|---|---|
| Jul 12, 2024 | Adopted Rule 10b5‑1 plan | 338,130 | Jul 14, 2025 (subject to earlier termination) |
| Apr 9, 2025 | Terminated prior plan; adopted new Rule 10b5‑1 plan | 144,469 | Dec 31, 2025 (subject to earlier termination) |
Employment Terms
| Item | Mehta |
|---|---|
| Employment Agreement | None as of end of FY2024 |
| Severance (non‑CoC) | Not entitled to severance; no employment agreement |
| Change‑in‑Control (CoC) | Single‑trigger acceleration of PRSU service condition upon CoC; estimated accelerated equity vesting value $13,668,805 as of Jan 31, 2025 (at $38.98) |
| Clawback | Company-wide clawback policy applies to STI/LTI and RSU agreements |
| Insider Trading Policy | Prohibits hedging, pledging, margin, short sales, and standing/limit orders (except very limited duration) |
Performance & Track Record (Company context relevant to compensation)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Net Sales ($B) | $11.15 | $11.86 |
| Net Income ($M) | $39.6 | $392.7 |
| TSR Indicator (Indexed $100) | 73.10 | 147.04 |
Additional FY2024 highlights: Gross margin 29.2% (+80 bps YoY); Adjusted EBITDA $570.5M (+$202.5M YoY) and margin 4.8% (+150 bps); Free Cash Flow $452.5M (+$109.6M YoY) .
Compensation Committee and Peer Group (Benchmarking context)
- Compensation Committee membership: Raymond Svider (Chair), Fahim Ahmed; independent oversight of NEO compensation and plan design .
- FY2024 peer group includes e-commerce, retail, and technology companies (e.g., Airbnb, Booking, eBay, Netflix, ULTA, Wayfair) used for market benchmarking .
Investment Implications
- Alignment and at‑risk pay: Mehta’s pay is heavily equity‑based with PRSUs tied to Net Sales, Adjusted EBITDA Margin, and Free Cash Flow, aligning incentives to profitable growth and cash generation . FY2024 company performance met/exceeded targets (STI payout at 147%), reinforcing pay‑for‑performance linkage .
- Selling pressure risk: Two successive Rule 10b5‑1 plans authorize up to 338,130 (2024) and 144,469 (2025) shares for sale through year‑end 2025, indicating potential supply; monitor filings and plan executions near large RSU vest dates .
- Retention and CoC dynamics: Absence of an employment agreement reduces guaranteed severance; however, single‑trigger PRSU service‑condition acceleration on a change‑in‑control (estimated $13.7M at FY2024 pricing) creates significant event‑driven value and could shape behavior in strategic transactions .
- Governance safeguards: Prohibitions on hedging/pledging, stock ownership guidelines (3x salary), and an NYSE/SEC‑compliant clawback reduce misalignment risk and discourage short‑termism .