Gary Briggs
Petco Health & Wellness CompanyAbout Gary Briggs
Independent director since 2018; age 62; currently an independent marketing and strategy consultant. Former Chief Marketing Officer of Meta Platforms (2013–2018), with prior leadership roles at Google, eBay, PayPal, PepsiCo, and IBM; earlier career at McKinsey & Company. Education: BA, Brown University; MBA, Kellogg School of Management at Northwestern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms, Inc. | Chief Marketing Officer | 2013–2018 | Led global marketing; brand management expertise |
| Google Inc. | Leadership roles | Prior to 2013 | Product/marketing leadership |
| eBay Inc.; PayPal, Inc. | Marketing/general management leadership | Prior to Google | Commerce and payments domain experience |
| PepsiCo, Inc.; IBM Corp. | Marketing/general management roles | Earlier career | Consumer/enterprise experience |
| McKinsey & Company | Management consultant | Early career | Strategy capability |
| Hawkfish | Chairman | Sep 2019–May 2021 | Data & technology governance |
| Afterpay | Director | Jan 2020–Jan 2022 (acquired by Block) | Fintech oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Etsy, Inc. | Director | Current | Public company marketplace |
| Combe, Inc. | Director | Current | Private personal-care company |
| Omaze | Director | Current | Private company supporting charities |
| Harris for President | Senior Advisor, Paid Media | Jul–Nov 2024 | Political campaign advisory (paid media) |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair .
- Independence: Board determined Briggs is “independent” under Nasdaq and SEC rules; also explicitly noted for NCGC independence .
- Tenure and term: Director since 2018; Class III term expires in 2026; age 62 .
- Attendance and engagement: All incumbent directors attended at least 75% of board/committee meetings in FY2024; board held 3 meetings, audit 6, compensation 5, NCGC 3. NCGC chair (Briggs) participated in stockholder outreach in FY2023 alongside management .
- Controlled company context: Petco is a “controlled company”; audit committee is fully independent; compensation and NCGC may include non-independent members, though Briggs qualifies as independent .
Fixed Compensation
| Program Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $90,000 (effective Aug 4, 2024) | Increased from $80,000 in FY2023 |
| Audit Committee fee | $35,000 chair; $10,000 member | Per director program |
| Compensation Committee fee | $25,000 chair; $10,000 member | Per director program |
| Nominating & Corporate Governance fee | $20,000 chair; $7,500 member | Briggs is Chair |
| Non-executive Board Chair | $150,000 | Not applicable to Briggs |
| Lead Independent Director | $50,000 | Not applicable to Briggs |
Director-specific cash earned:
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY2024 | $113,972 | $165,001 | $278,973 |
| FY2023 | $104,167 | $165,003 | $269,170 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSUs (directors) | Jul 29, 2024 | 49,254 RSUs (Briggs) | $165,001 (based on $3.35 close) | Cliff vest on earlier of 1-year or next annual meeting |
| Annual RSUs (directors) | Jul 6, 2023 | 18,836 RSUs (unvested as of Feb 3, 2024) | Value based on $8.76 close at grant; director award ~$165,003 | One-year cliff to 2024 meeting |
- Stock ownership guidelines: Independent directors must hold at least 5x annual cash retainer; compliance expected within five years; includes outright shares and unvested time-based RSUs; excludes options and unearned PSUs .
- Hedging/pledging: Company policy prohibits hedging and pledging of Petco securities by directors .
Other Directorships & Interlocks
| Company | Relationship to Petco | Potential Interlock/Conflict |
|---|---|---|
| Etsy, Inc. | Marketplace; no disclosed direct supplier/customer tie | No related-party transactions disclosed involving Briggs in proxy; audit committee oversees RPT policy |
| Combe, Inc. | Personal-care products; private | No RPTs disclosed involving Briggs |
| Omaze | Private fundraising platform | No RPTs disclosed involving Briggs |
Expertise & Qualifications
- Board skills matrix attributes for Briggs: Strategic planning, retail experience, senior executive leadership, accounting/financial reporting, public company experience .
- Governance focus areas under NCGC chair: Corporate governance guidelines, board succession and director nomination, sustainability oversight, stockholder engagement leadership .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % Ownership | Notes |
|---|---|---|---|
| Gary Briggs | 70,085 | <1% (denoted “*”) | RSUs excluded unless settling in shares per table rules |
Unvested holdings and affiliate interests:
- Unvested RSUs: 49,254 (as of Feb 1, 2025) .
- Scooby LP C Units: Briggs held 1,500,000 Common Series C Units (distribution threshold $0.50), granted in 2018; generally similar terms as pre-IPO C Units to certain NEOs .
- Ownership guidelines: Directors required to meet 5x cash retainer; company expects compliance within grace period .
- Hedging/pledging prohibited by policy .
Governance Assessment
- Committee leadership and independence: As NCGC Chair and Audit Committee member, Briggs is positioned to influence governance policy, board succession, sustainability oversight, and RPT controls; board has affirmed his independence under Nasdaq/SEC rules, strengthening investor confidence .
- Engagement: NCGC chair directly participated in shareholder outreach in FY2023, with feedback informing compensation and ESG prioritization—positive signal for responsiveness .
- Attendance: Meets board’s ≥75% attendance threshold; overall FY2024 meeting cadence: board (3), audit (6), compensation (5), NCGC (3)—acceptable engagement levels .
- Compensation alignment: Director pay mix balances cash and equity (FY2024: $113,972 cash; $165,001 RSUs), with RSU cliff vesting tied to annual meeting; ownership guidelines at 5x retainer and anti-hedging/pledging policy reinforce alignment .
- Controlled company risks: Petco’s controlled status allows exemptions for committee independence; while Briggs is independent, committee compositions may include sponsor designees—monitor for potential influence dynamics .
- Potential conflict indicator: Briggs’ legacy C Units in Scooby LP (sponsor’s parent) could align incentives with sponsors’ liquidity events; not a related-party transaction per se, but noteworthy for independence optics and investor scrutiny .
- Related-party transactions: No specific related person transactions disclosed involving Briggs; audit committee charter includes RPT review and approval responsibilities—mitigates conflict risk .
RED FLAGS: Controlled company exemptions reduce committee independence requirements ; sponsor-affiliated C Units held by Briggs may be perceived as aligning with sponsor outcomes rather than public minority shareholders .