Cameron Breitner
Petco Health & Wellness CompanyAbout Cameron Breitner
Cameron Breitner, 50, is an independent Class I director of Petco (WOOF), serving since 2016 with his current term expiring in 2027. He is Audit Committee Chair and the board-designated audit committee financial expert; he previously chaired the Compensation Committee until May 22, 2025. Breitner has been a Senior Advisor to CVC since February 2024 and previously was a Managing Partner at CVC (2007–Feb 2024), head of the San Francisco office, sharing responsibility for North and South America private equity; earlier he was Managing Director at Centre Partners (1998–2007) and worked in M&A at Bowles Hollowell Conner & Co.; he holds a BA in psychology from Duke University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVC Capital Partners | Managing Partner; Head of SF office; shared oversight of Americas PE | 2007–Feb 2024 | Senior Advisor since Feb 2024; sourcing new transactions; compensation comprised of carried interest/shareholdings |
| Centre Partners | Managing Director | 1998–2007 | Private equity leadership |
| Bowles Hollowell Conner & Co. | M&A professional | Prior to 1998 | M&A execution experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advantage Solutions Inc. | Director | Current | Business solutions provider to consumer goods manufacturers and retailers |
| Worldwide Express/GlobalTranz | Director | Current | Third-party logistics provider |
| CFGI | Director | Current | Financial and accounting advisory firm |
| BJ’s Wholesale Club Holdings, Inc. | Director | Former | Public company board experience |
| Asplundh | Director | Former | Vegetation management and infrastructure services |
| Teneo | Director | Former | Global advisory firm |
Board Governance
- Committee assignments: Audit Committee Chair (financial expert); former Compensation Committee Chair until May 22, 2025 (role transitioned to R. Michael Mohan) .
- Independence: Board affirmed Breitner’s independence under Nasdaq and Rule 10A-3; considered his February 2024 transition from CVC Managing Partner to Senior Advisor with compensation limited to ongoing carried interest/shareholdings .
- Attendance and engagement: Board held 3 meetings; Audit 6; Compensation 5; NCGC 3; all incumbent directors attended at least 75% of meetings; three executive sessions held in fiscal 2024 .
- Controlled company context: Petco is a controlled company (Sponsors CVC and CPP Investments via Scooby Aggregator, LP) with committee designation rights and certain reserved actions under the stockholder’s agreement; audit is fully independent, while compensation and NCGC rely on controlled-company exemptions .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Cash Fees | $110,000 | Includes pro-rated annual retainer ($90,000 effective Aug 4, 2024) and committee chair/member fees; became eligible Feb 4, 2024 |
| Equity (RSUs) Grant-Date Fair Value | $165,001 | Annual director RSUs; 49,254 units granted in July 2024 |
| Total Director Compensation | $275,001 | Cash + RSUs |
| Program Terms (Cash) | Retainer $90,000; Audit chair $35,000; Comp chair $25,000; NCGC chair $20,000; Non-exec chair $150,000; Lead independent $50,000 | Applies to eligible independent directors |
| Program Terms (Equity) | Annual RSUs ≈$165,000; cliff vest earlier of 1-year or next annual meeting | Standard vesting schedule |
Performance Compensation
| Equity Award | Grant Date | Quantity | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director RSUs | July 2024 | 49,254 | $165,001 | Cliff vests at earlier of 1-year or Annual Meeting |
No stock options or PSUs are disclosed for non-employee directors; director equity is time-based RSUs with standard vesting .
Other Directorships & Interlocks
- Sponsor designation: Principal Stockholder designated Breitner (a CVC designee) to the board, consistent with the stockholder’s agreement; committee observer/nomination rights exist for Sponsors while maintaining audit independence .
- Related party oversight: As Audit Chair, Breitner oversees policies/procedures for related person transactions and broader risk/compliance, IT, and cybersecurity oversight .
Expertise & Qualifications
- Skills represented: Strategic planning/strategy development, retail experience, senior executive leadership, accounting/financial reporting, public company experience; human capital management not highlighted in the skills chart for Breitner .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Class A shares beneficially owned | 750,000 | Held by a trust; less than 1% |
| Unvested RSUs (as of Feb 1, 2025) | 49,254 | Annual director grant |
| Stock ownership guideline | 5x annual cash retainer for independent directors | Company expects all directors to comply within grace period |
| Hedging/pledging | Prohibited under Insider Trading Policy | Applies to directors |
Governance Assessment
- Strengths: Audit Committee Chair with financial expert designation; active oversight of financial reporting, compliance, cybersecurity, and related-party transactions; independence affirmed despite sponsor ties; at least 75% meeting attendance; meaningful personal shareholding and annual RSU participation; robust stock ownership guidelines and prohibition on hedging/pledging enhance alignment .
- Controlled-company considerations: Sponsors retain significant governance rights (e.g., director nominations, certain reserved actions), potentially constraining board autonomy; however, fully independent audit committee and the transition of Compensation Committee chairmanship to an independent director (Mohan) in May 2025 mitigate perceived influence over pay decisions .
- Investor signals: 2024 say-on-pay passed with ~96% approval, indicating broad support for compensation frameworks; clawback policy compliant with Nasdaq Rule 5608 enhances accountability, though primarily for executives rather than directors .
- Potential conflict flags: Ongoing Senior Advisor relationship with CVC (carried interest/shareholdings) in a controlled-company setting warrants continued monitoring for independence and related-party neutral decision-making; board expressly considered these factors in affirming independence .
RED FLAGS (to monitor)
- Controlled company status and sponsor rights over significant corporate actions .
- Sponsor-designee background (Senior Advisor ties to CVC), though independence affirmed and Audit Chair role strengthens oversight .