Christopher Stadler

About Christopher J. Stadler

Christopher J. Stadler, age 60, has served on Petco (WOOF)’s board since 2016. He is a Managing Partner at CVC and sits on the CVC board; prior roles include Head of Private Equity, North America at Investcorp (joined as Managing Director in 1996). He holds a B.A. in Economics from Drew University and an MBA from Columbia University. He is a Class II director and was nominated for re‑election at the 2025 annual meeting for a term ending in 2028; he is not independent under Nasdaq/SEC rules given his CVC affiliation and currently has no Petco board committee assignments .

Past Roles

External Roles

Board Governance

Fixed Compensation (Director)

In FY2024, Petco paid no director fees to sponsor‑affiliated directors, including Stadler .

Performance Compensation (Director)

Other Directorships & Interlocks

• Sponsor designation: The stockholder’s agreement entitles the principal stockholder (Scooby Aggregator, LP) to designate nominees (including Stadler as a CVC designee) and, while entitled to designate at least two directors, to have two of its nominees appointed to each board committee (subject to independence/legal requirements) .
• Compensation interlocks: The proxy discloses no compensation committee interlock involving Stadler; he is not on the compensation committee. The disclosed interlock considerations pertained to Glenn Murphy and Iris Yen and did not constitute a simultaneous interlock during Murphy’s Petco tenure .

Expertise & Qualifications

• The board’s skills matrix attributes to Stadler: Strategic Planning/Strategy Development, Retail Experience, Senior Executive Leadership, Accounting/Financial Reporting, Public Company Experience, and Human Capital Management .

Equity Ownership

• Beneficial ownership: Recent tables list director and officer holdings; prior disclosures show no reportable Class A holdings for Stadler (below 1%). Example: 2023 proxy lists Stadler with “—” (no Class A) while listing other directors’ shares . 2025 ownership tables focus on large holders and select directors/NEOs; Stadler is not shown with Class A holdings there .
• Hedging/pledging: Petco prohibits directors from hedging or pledging Petco securities .
• Ownership guidelines: Independent directors must hold 5x annual cash retainer; guideline is stated for independent directors, not sponsor‑affiliated directors .

Compensation & Governance Context (for oversight benchmarking)

• Say‑on‑pay results: At the 2024 annual meeting, say‑on‑pay passed with 223,082,923 For vs 8,404,513 Against (143,440 abstentions) . The 2025 proxy notes ~96% support at the 2024 meeting in its say‑on‑pay discussion .
• Shareholder engagement: Nominating/Gov committee oversees engagement; board and management conduct proactive outreach on compensation, governance, and sustainability .
• Compensation peer group (for NEO benchmarking): Academy Sports & Outdoors; Advance Auto Parts; American Eagle; Casey’s; Central Garden & Pet; DICK’S; Foot Locker; National Vision; PriceSmart; RH; Sally Beauty; Sprouts; Tractor Supply; Ulta; Williams‑Sonoma .

Related‑Party Transactions and Potential Conflicts

• Controlled company: CVC/CPP‑sponsored Scooby Aggregator, LP controls ~66% of voting power for director elections (Class B structure), entailing controlled company exemptions (e.g., not required to have a majority‑independent board or fully independent Comp/NCGC) .
• Committee and observer rights: The stockholder’s agreement provides sponsor‑level nomination, committee, and observer rights (at least two committee seats for sponsor nominees while eligibility criteria are met) .
• Affiliate transactions: As of Feb 1, 2025, Scooby LP (indirect parent) held a promissory note of approximately $2.1 million issued by a Petco subsidiary; a registration rights agreement benefits the principal stockholder (Petco pays registration expenses) .
• Review policy: Related‑party transactions >$120,000 require audit committee review/approval; audit committee oversees related‑person transactions .

Governance Assessment

• Strengths

  • Extensive private equity and retail governance experience; prior public board seat at BJ’s; broad strategic/financial skillset per skills matrix .
  • No board committee roles (especially Audit or Compensation) reduces direct influence on sensitive oversight areas given sponsor affiliation .
  • Company has prohibitions on hedging/pledging and maintains a clawback policy; independent director ownership guidelines support alignment for independents .

• Risks and RED FLAGS

  • Controlled company status with sponsor nomination and committee rights concentrates governance power with CVC/CPP; Stadler is a CVC Managing Partner and non‑independent director (potential conflict of interest) .
  • Related‑party exposure persists (Scooby LP promissory note; registration rights), though governed by audit committee policy .
  • Sponsor‑affiliated directors (including Stadler) receive no director equity under Petco’s program, limiting “skin‑in‑the‑game” alignment at the individual director level versus independent directors who receive annual RSUs .

Overall implication for investors: Stadler brings valuable sponsor perspective and retail investment expertise, but governance control by sponsors and his non‑independent status heighten conflict risk; the absence of committee roles and the audit committee’s oversight of related‑party transactions partially mitigates this. Continued monitoring of sponsor transactions, board independence mix, and committee compositions is warranted .

Appendix: Key Vote Results (FY2024)