Sumit Singh
ChewyAbout Sumit Singh
Sumit Singh is Chewy’s Chief Executive Officer (since March 2018) and a director (since April 2019); he is 45 years old. He holds a B.Tech. from Punjab Technical University, an M.S. in Engineering from the University of Texas at Austin, and an MBA from the University of Chicago Booth; he was named to the Bloomberg 50 in 2020 and inducted into UT Austin’s Academy of Distinguished Alumni in 2019 . Under his leadership in FY2024, Chewy delivered net sales of $11.861 billion (+6.4% YoY), adjusted EBITDA of $570.5 million (+$202.5 million YoY), adjusted EBITDA margin of 4.8% (+150 bps YoY), and net income of $392.7 million; the company’s cumulative TSR value in the pay-versus-performance table reached $147.04 based on a $100 initial investment benchmarked from FY2019-end .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chewy, Inc. | Chief Operating Officer | 2017–2018 | Led operations ahead of CEO appointment; deep familiarity with e-commerce and retail . |
| Amazon | Worldwide Director, Consumables; GM, NA merchant fulfillment & third-party | 2013–2017 | Scaled consumables and fulfillment/3P businesses; operational and strategic experience . |
| Dell Technologies | Senior management positions | Not disclosed | Technology operations leadership; enterprise-scale experience . |
External Roles
| Organization | Role | Years | Committee roles |
|---|---|---|---|
| Booking Holdings Inc. | Director | Since 2022 | Serves on Booking’s Compensation Committee . |
Fixed Compensation
| Component | FY2024 amount | Notes |
|---|---|---|
| Base salary (set level) | $1,200,000 | Approved base for FY2024; unchanged vs FY2023 . |
| Salary earned (actual) | $1,246,154 | Reflects pay periods in FY2024 . |
| Perquisites & Other | $1,438,112 | Includes $1,007,442 personal security-related services, $424,474 for two automobiles, and $6,196 401(k) match . |
Performance Compensation
Short-Term Incentive (STI) – FY2024
| Metric | Weighting | Target/structure | Actual achievement | Weighted achievement | CEO payout ($) |
|---|---|---|---|---|---|
| Net Sales Growth | 50% | 50% threshold; 200% max; payout as % of eligible earnings | 94% of target | 47% | |
| Adjusted EBITDA Margin | 50% | 50% threshold; 200% max; payout as % of eligible earnings | 200% of target | 100% | |
| Total | 100% | Target payout 150% of eligible earnings (CEO); 50–200% payout range | 147% of target | 147% | $2,743,657 . |
Notes:
- CEO eligible earnings: $1,246,154; target %: 150%; award at target: $1,869,231; achieved 147%; payout: $2,743,657 .
Long-Term Incentives (LTI) – Grants and Metrics
| Award type | Grant date | Shares granted | Grant date fair value | Performance metrics/weights | Certification/vesting |
|---|---|---|---|---|---|
| RSUs | 4/4/2024 | 829,793 | $13,592,009 | Service condition only | Vests across scheduled tranches: 18.94% on 2/1/2025; 16.85% on 5/1/2025; 4.74% on 8/1/2025; 4.74% on 11/1/2025; 12.12% on 12/1/2025; 4.74% on 2/1/2026; and 4.74% quarterly thereafter, subject to continued employment . |
| PRSUs | 4/4/2024 | 628,661 (target) | $10,297,467 | Net sales 50%; adjusted EBITDA margin 30%; free cash flow 20%; 0–200% payout; 50% threshold . | Performance certified in March 2025 resulting in 803,304 PRSUs to vest on 2/1/2027, subject to continued employment . |
Shares Vesting Activity – FY2024
| Name | Shares vested | Value realized on vesting |
|---|---|---|
| Sumit Singh | 1,333,211 | $37,258,444 (based on closing prices at vest dates) . |
Equity Ownership & Alignment
| Ownership measure | Amount | Notes |
|---|---|---|
| Beneficial ownership – Class A shares (voting) | 970,374; CEO: 904,058; spouse: 66,316 | <1% of Class A outstanding; excludes unvested RSUs/PRSUs . |
| Unvested/Outstanding stock awards (as of 2/2/2025) | 1,160,590 (RSUs and PRSUs with service remaining) | Market value $45,239,798 at $38.98 close on 1/31/2025; includes service RSUs and PRSUs that met performance but remain subject to service . |
| Unearned PRSUs (subject to performance and service) | 628,661 | Market value $24,505,206 at $38.98; vest 2/1/2027 contingent on performance and continued employment . |
| Stock ownership guidelines (CEO) | 6x base salary | 5-year compliance period; retain at least 50% of net shares until compliant; all NEOs/independent directors currently in transition period . |
| Hedging & pledging | Prohibited for employees and directors by Insider Trading Policy | Aligns with long-term shareholder interests . |
| Pledging (control holder) | BC Partners affiliates pledged certain Class B shares | Potential change-of-control risk upon foreclosure; control holder has ~91.8% voting power as of record date . |
Employment Terms
| Term | Provision |
|---|---|
| Agreement dates | Employment agreement entered May 2018; amended & restated June 2019 . |
| Severance – no CIC | 12 months base salary paid monthly; 100% of Target Bonus paid over 12 months; pro-rated bonus for year of termination based on actual performance; 18 months health premium equivalent lump sum; 9 months service credit on time-based/service awards or 40% of awards, plus accrued amounts; triggered for termination without Cause or for Good Reason outside CIC window . |
| Severance – CIC window | 24 months base salary lump sum; 200% of Target Bonus lump sum; pro-rated bonus; 24 months health premium equivalent lump sum; 9 months service credit on time-based/service awards or 40% of awards; applies for qualifying termination within 3 months before or 12 months after CIC . |
| Equity treatment at CIC | Single-trigger accelerated vesting of the service condition for PRSUs at CIC for NEOs (Singh’s cash is double-trigger; service acceleration is single-trigger) . |
| Death/Disability | 12 months service credit for time-/service-based equity (or 40%), plus accrued amounts . |
| Restrictive covenants | Non-compete, customer and employee non-solicit during Restricted Period; perpetual confidentiality; mutual non-disparagement . |
| 280G treatment | Best-net cutback to avoid 4999 excise tax if it yields higher after-tax value . |
| Clawback | Dodd-Frank-compliant clawback policy for incentive compensation upon accounting restatement; STI/LTI agreements include clawback provisions . |
Board Governance
- Board service: Director since April 2019; Class III director term expiring at the 2025 Annual Meeting; nominated to serve until 2028 .
- Committee roles at Chewy: None indicated for Singh; he serves as CEO and director .
- Board leadership: Chairperson is Raymond Svider; CEO is Sumit Singh; roles are separated to support oversight independence .
- Controlled company: BC Partners beneficially owns ~52.9% of common stock and ~91.8% of total voting power; Chewy is exempt from certain NYSE independence requirements, though Audit Committee complies with SEC/NYSE rules .
- Meetings/attendance: In FY2024, Board met 4 times; Audit 4; Compensation 4; NCGC 2; each director attended ≥75% of applicable meetings; executive sessions occur regularly, with a presiding director designated case-by-case .
- Director compensation: Non-independent directors (including Singh) receive no director fees; independent director compensation outlined in policy .
Compensation Committee Analysis
- Composition: Raymond Svider (Chair) and Fahim Ahmed; both non-employees .
- Consultants: Management engaged Willis Towers Watson ($389,093) and later Semler Brossy ($255,007); no conflicts under SEC/NYSE standards; consultants supported peer group benchmarking and STI/LTI metric setting .
- Peer group: Includes Airbnb, Best Buy, Booking Holdings, DoorDash, eBay, Expedia, Netflix, Spotify, Tractor Supply, ULTA, Wayfair, Zoom, among others .
Related Party Transactions and Interlocks
- Spouse employment: Aseemita Malhotra (President of Healthcare) received total cash compensation of $824,998 in FY2024 and multiple RSU/PRSU grants, with vesting and certified performance leading to 60,625 PRSUs vesting on 2/1/2027; additional grants in April 2025 include 51,735 RSUs and 27,857 PRSUs; also used personal security services and automobiles similar to CEO .
- BC Partners transactions: Stock repurchases aggregating $850 million from a BC Partners affiliate at specified prices; related party services with PVS, Navex, GardaWorld; investor rights agreement; independent special committee oversight .
- External interlocks: Singh serves on Booking Holdings’ board and Compensation Committee .
Performance & Track Record
| Measure | FY2024 result | Commentary |
|---|---|---|
| Net sales | $11,861.3 million | +6.4% YoY; supports top-line STI metric . |
| Adjusted EBITDA | $570.5 million | +$202.5 million YoY; margin 4.8%, +150 bps . |
| Net income | $392.7 million | Net margin expanded 290 bps YoY . |
| STI payout (CEO) | $2,743,657 | Reflects 147% achievement vs target . |
| Shares vested (CEO) | 1,333,211 | Value realized on vesting $37,258,444 . |
| Say-on-pay | 2024 vote in favor | Company reports shareholders voted “overwhelmingly in favor” of FY2023 NEO compensation . |
| CFO turnover | Resignation notified May 7, 2025 | Potential execution/transition risk; effective date to be determined . |
Director Compensation (for Singh as Director)
- Non-independent directors receive no compensation for board service; Singh’s compensation is disclosed in NEO tables .
Equity Award Overhang and Availability
| Item | Amount |
|---|---|
| Securities to be issued upon exercise/settlement (options, warrants, rights) | 24,546,095 (all RSUs/PRSUs; Company does not grant options) . |
| Remaining shares available for issuance under plans | 83,544,619 . |
Investment Implications
- Pay-for-performance alignment: CEO compensation is heavily equity-based with PRSU metrics tied to net sales, adjusted EBITDA margin, and free cash flow; FY2024 STI achieved 147% of target and PRSU performance was certified for above-target vesting, aligning rewards with financial outcomes .
- Potential insider supply: Significant scheduled RSU tranches through FY2026 and large vesting cadence (1.33 million shares vested in FY2024) may create periodic liquidity events; hedging/pledging prohibitions mitigate misalignment risk, and ownership guidelines require retention until compliance .
- Retention and CIC economics: Robust severance (12–24 months base; up to 200% of Target Bonus) and single-trigger acceleration of PRSU service condition at CIC support retention but could create change-in-control dilution/perception risk; best-net 280G cutback avoids excise tax inefficiency .
- Governance risk context: Chewy is a controlled company (~91.8% voting power by BC Partners affiliates), with pledged Class B shares at affiliates posing change-in-control risks upon default; board leadership is separated (Chair vs CEO), Audit Committee meets independence standards, but Compensation/NCGC independence exemptions apply .
- Related party sensitivity: Spouse’s senior role and sizable equity awards require continued rigorous Compensation Committee and Audit Committee oversight to prevent conflicts; disclosure and performance certification processes are in place .
- Execution signals: Strong FY2024 financials, say-on-pay support, and long-term equity emphasis suggest confidence; CFO transition introduces near-term execution risk to monitor .