David Lubek
Petco Health & Wellness CompanyAbout David Lubek
David Lubek, 45, has served on Petco (WOOF)’s board since June 2023 as a Class II director (term expiring at the July 2025 annual meeting; nominated to stand for re‑election for a term through 2028). He is Managing Director, Direct Private Equity at CPP Investments and previously worked in M&A at CIBC World Markets. He holds a BBA from York University and an MBA from Northwestern’s Kellogg School. The board does not classify him as an independent director; he is a CPP Investments sponsor designee and currently serves on the Nominating & Corporate Governance Committee (NCGC).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CPP Investments | Managing Director, Direct Private Equity | Since 2008 | Sponsor designee to Petco board; governance influence via controlled-company structure |
| CIBC World Markets | Investment Banking (M&A) | Prior to joining CPP Investments | Transaction execution background relevant to strategic/M&A oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Qualtrics (experience management software company) | Director | Current | External board role (company description per proxy) |
Board Governance
| Attribute | Detail |
|---|---|
| Board class/tenure | Class II; director since 2023; current term ends 2025; nominated for re‑election to 2028 |
| Committees | Nominating & Corporate Governance Committee – Member |
| Chair roles | None disclosed |
| Independence | Not independent (board identified independent directors exclude Lubek); CPP Investments sponsor designee |
| Attendance | Each incumbent director attended at least 75% of board/committee meetings in FY2024 |
| Controlled company implications | Petco is a Nasdaq “controlled company”; audit committee fully independent; compensation and NCGC rely on controlled-company exemptions allowing non‑independent members |
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash retainer/fees from Petco | $0 | Sponsor‑affiliated directors (including Lubek) are not eligible for Petco’s director compensation program |
| Equity awards (RSUs/DSUs) | $0 | Not eligible under Petco’s director program |
Reference program (for eligible independent directors): $90,000 annual cash retainer (effective Aug 4, 2024), committee/leadership fees, and ~49,254 annual RSUs (grant-date value ~$165,000) vesting by next annual meeting; does not apply to sponsor‑affiliated directors like Lubek.
Performance Compensation
- No performance‑based director compensation is disclosed for sponsor‑affiliated directors; Lubek does not receive Petco equity or AIP as a director.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public/private boards | Qualtrics – Director |
| Sponsor ties / interlocks | CPP Investments sponsor designee; board and committee designation rights and extensive consent rights for principal stockholder under Stockholder’s Agreement (includes CPP) |
| Controlled-company structure | Principal stockholder controls ~66% of voting power for director elections; class B share structure used to maintain CPP regulatory compliance for director election voting |
Expertise & Qualifications
- Education: BBA (York University); MBA (Kellogg School of Management, Northwestern)
- Skills highlighted by Petco: Strategic Planning/Strategy Development; Retail Experience; Public Company Experience (as per board skills matrix)
- Professional background: Direct private equity investing (CPP Investments), M&A execution (CIBC World Markets)
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Class A beneficial ownership | 0 shares | Beneficial ownership table shows no Class A holdings for “David Lubek” |
| Ownership % | <1% | Reflected as “—/” less than 1% in table |
| Pledged/hedged shares | Prohibited by policy (hedging and pledging not permitted) | |
| Director ownership guidelines | Independent directors: 5x annual cash retainer; policy references “Independent Directors.” Lubek is not independent; guideline multiple not applicable to him |
Governance Assessment
- Committee assignments, chair roles, and expertise
- Member, NCGC; committee oversees director nominations, board succession, corporate governance guidelines, stockholder engagement, and sustainability oversight. No chair role disclosed. Background in private equity and M&A complements governance and strategy oversight.
- Independence, attendance, and engagement
- Not independent (CPP designee). All incumbents met ≥75% attendance in FY2024. Standing for re‑election in 2025 for a term to 2028.
- Director compensation mix and ownership alignment
- Receives no Petco director cash fees or RSUs; alignment is primarily via sponsor (CPP) rather than personal Petco share ownership. Beneficial ownership table shows no Class A shares. While the hedging/pledging ban is positive, lack of direct Petco equity and non‑independent status may weaken perceived “skin‑in‑the‑game” alignment relative to independent peers.
- Potential conflicts or related‑party exposure
- Petco is a controlled company; principal stockholder (affiliated with CVC and CPP) has board/committee designation and broad consent rights over major actions (CEO hiring/termination, M&A, leverage, equity issuance, dividends, board size). NCGC includes sponsor‑affiliated directors under controlled‑company exemptions. Related‑party items include a promissory note owed by a Petco subsidiary to Scooby LP (principal stockholder affiliate) and registration rights. These structural links represent ongoing conflict‑of‑interest considerations the board must manage.
RED FLAGS
- Not independent; sponsor designee on the NCGC in a controlled‑company framework relying on independence exemptions (optics for governance and nominations).
- No direct Petco share ownership and ineligible for Petco director equity retainer, potentially reducing direct alignment with minority shareholders.
- Principal stockholder consent rights and related‑party arrangements (e.g., Scooby LP promissory note) require vigilant oversight to mitigate perceived conflicts.
Additional Reference Indicators
- Say‑on‑Pay: 2024 say‑on‑pay approval ~96%, indicating broad investor support for executive pay design that year (board‑level signal).
- Section 16(a): Company reports timely filings for directors and officers in FY2024, with two administrative one‑day delays for officers (no issues cited for directors like Lubek).