Iris Yen

About Iris Yen

Iris Yen (age 53) is an independent director of Petco Health and Wellness Company, Inc. (WOOF) since June 2023 (Class I; term expires at the 2027 annual meeting). She serves on the Audit Committee. Professionally, Yen is Chief Strategy and Transformation Officer at Wella Company (since September 2023) and previously held senior technology and digital commerce roles at NIKE, Inc., with earlier strategy leadership at Gap Inc. . The board has determined she is independent under Nasdaq rules and Rule 10A‑3; she is one of five independent directors on Petco’s board despite its “controlled company” status.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; committee is fully independent as required; all members financially literate; primary oversight includes financial reporting integrity, auditor oversight, risk (including IT/cybersecurity), and related‑party transaction policy oversight.
• Independence: Board affirmatively determined Yen is independent under Nasdaq and Rule 10A‑3.
• Attendance and engagement: In fiscal 2024, the board held 3 meetings; Audit 6; Comp 5; NCGC 3. Each incumbent director attended at least 75% of applicable meetings; seven directors attended the 2024 Annual Meeting.
• Executive sessions: Board held three executive sessions in fiscal 2024 (now led by the Executive Chairman).
• Tenure and class: Class I; director since 2023; current term expires 2027.
• Controlled company context: Petco is a “controlled company” (approx. 66% voting power for director elections), exempting fully independent Comp and NCGC committees (though Audit remains fully independent).

Fixed Compensation (Director)

Notes: Program provides additional chair/lead independent director fees (not applicable to Yen), and reimburses reasonable expenses.

Performance Compensation (Director)

• Director equity is time‑based RSUs; no performance metrics (e.g., TSR/EBITDA) apply to director awards.
• Performance metrics tied to director compensation: None disclosed.

Other Directorships & Interlocks

• Principal Stockholder designation: The Principal Stockholder designated Yen (as a CPP Investments designee) to Petco’s board. Despite this, the board determined she is independent.
• Interlock consideration: Glenn Murphy (Petco’s Executive Chairman) also serves as Executive Chair at Wella Company, where Yen is an executive. The board considered this and affirmed Yen’s independence; Murphy has no role in Yen’s Wella compensation and stepped down from Wella’s compensation committee before joining Petco.

Expertise & Qualifications

• Board skills matrix indicates Yen contributes: Strategic Planning/Strategy; Retail Experience; Senior Executive Leadership; Accounting/Financial Reporting; Public Company Experience.

Equity Ownership

Governance Assessment

• Strengths

  • Independence and committee role: Independent director on a fully independent Audit Committee with remit over financial reporting, risk (including cybersecurity), and related‑party oversight—positive for board effectiveness.
  • Attendance and engagement appear adequate (≥75%); board and committee cadence appropriate for 2024.
  • Director pay structure balanced (cash + time‑based RSUs) and aligned with peers; retainer modest; no director‑specific perquisites disclosed.
  • Stock ownership guidelines and prohibitions on hedging/pledging enhance alignment.
  • Say‑on‑Pay support in 2024 was ~96%, signaling broad shareholder approval of compensation governance.

• Watch items / potential conflicts

  • Controlled company status reduces independence requirements for Compensation and Nominating/Governance committees; oversight relies more heavily on independent Audit and overall board culture.
  • Interlock risk: Executive Chair of Petco also serves as Executive Chair at Yen’s employer (Wella). The board mitigated this (no role in Yen’s Wella pay; prior step‑down from Wella comp committee) but this remains a relationship to monitor for perceived conflicts.
  • Ownership is small in absolute terms (34,518 shares; <1%); while consistent with director norms, investors may prefer continued accumulation toward ownership guidelines.

• Related‑party exposure

  • No related‑party transactions involving Yen are disclosed in the proxy; Audit oversees related‑party transaction policy.

Board Governance (Supplemental Data)

Director Compensation (Supplemental Detail)

Say‑on‑Pay & Shareholder Feedback

RED FLAGS

• Controlled company exemptions reduce full independence requirements for key committees (monitor decision‑making transparency and shareholder engagement).
• Cross‑company relationship: Petco’s Executive Chairman also serves in a senior role at Wella, Yen’s employer (board addressed independence, but continue to monitor for perceived influence).

Overall, Yen brings digital retail, strategy, and technology operating expertise with Audit Committee service and independent status. The key monitoring items are the controlled company framework and the Wella/Petco leadership interlock, which the board has specifically reviewed and mitigated, and which should continue to be evaluated by investors over time.