Mary Sullivan

About Mary Sullivan

Mary Sullivan (age 61) has served on Petco’s board since 2021; she is Senior Managing Director & Chief Talent Officer at CPP Investments, overseeing talent acquisition, organizational development, mobility, compensation/benefits, and inclusion/diversity since 2015. She holds a BA in administrative and commercial studies from the University of Western Ontario and an MBA from the Rotman School of Management at the University of Toronto . She is a Class III director with her current term expiring in 2026 and serves on the Compensation Committee as a member (not chair) . Petco identifies her as a CPP Investments designee under the stockholder’s agreement and she is not deemed independent by the board under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; the committee was chaired by R. Michael Mohan as of May 22, 2025 .
• Independence: Board determined independent directors are Breitner, Briggs, Mohan, Lake, and Yen; Sullivan is not independent due to CPP affiliation .
• Controlled company: Petco is controlled by Scooby Aggregator (sponsors CVC and CPP Investments); sponsors designate directors (including Sullivan) and have committee nomination/observer rights .
• Attendance: In FY2024, the board held 3 meetings; audit held 6; compensation 5; NCGC 3; each incumbent director attended at least 75% of applicable meetings; seven directors attended the 2024 annual meeting .
• Executive sessions: Directors held three executive sessions during FY2024, led by the Executive Chairman (and by the Interim CEO before his appointment) .

Fixed Compensation

Petco excludes sponsor-affiliated directors (employees/officers of Petco, CVC, CPP Investments, or their affiliates) from cash retainers and equity grants. Sullivan, as a CPP designee, received no director fees or stock awards in FY2024.

• Director program for eligible independent directors (FY2024): $90,000 annual cash retainer (raised from $80,000 effective Aug 4, 2024), committee chair/member fees ($35k/$10k Audit; $25k/$10k Compensation; $20k/$7.5k NCGC), $150k non-exec chair, $50k lead independent director, and annual RSUs valued at ~$165,000 (49,254 RSUs granted July 2024, cliff vest on earlier of first anniversary or next annual meeting) .

Performance Compensation

Sullivan participates in pay oversight (not as a recipient) via the Compensation Committee. FY2025 incentive design for NEOs emphasizes financial metrics and long-term equity.

• Clawback: Company maintains a clawback policy compliant with Nasdaq Rule 5608 and Exchange Act Rule 10D-1; recovers excess incentive comp for restatements and may claw back incentive comp (including time-based equity) for misconduct within prior three fiscal years .
• Governance practices include no single-trigger CIC payments, no dividends on unvested/unearned equity, no tax gross-ups on severance, no option repricing without shareholder approval, and prohibitions on hedging/pledging .

Other Directorships & Interlocks

Expertise & Qualifications

• Board skills matrix lists Sullivan with Strategic Planning/Strategy Development, Retail Experience, Senior Executive Leadership, Public Company Experience, and Human Capital Management .
• Biography emphasizes senior HR leadership across retail/hospitality/entertainment tech and current CPP talent leadership .

Equity Ownership

• Ownership guidelines: Independent directors must hold 5x annual cash retainer; company expects executives and directors will comply within the grace period; guidelines count outright shares and unvested time-based RSUs, exclude options and unearned PSUs .
• Beneficial ownership context: Principal Stockholder (Scooby Aggregator) holds ~60.5% of Class A and 100% of Class B-1; voting/control detailed in proxy .

Governance Assessment

• Strengths:

  • Deep human capital leadership and senior executive experience relevant to compensation, succession, and organizational oversight .
  • Active Compensation Committee member; committee engaged an independent consultant (Exequity) and maintains robust pay governance practices and clawbacks .
  • Board and committees met regularly in FY2024; Sullivan met at least 75% attendance threshold alongside other incumbents .
  • Fully independent Audit Committee despite controlled company status .

• Concerns / RED FLAGS:

  • Not independent; designated by controlling sponsor (CPP Investments), which may introduce conflicts of interest or perceived bias toward sponsor priorities .
  • Compensation Committee includes a non-independent member under controlled company exemptions, potentially diluting independence of pay decisions versus best-practice fully independent composition .
  • Principal Stockholder consent rights cover major corporate actions (CEO/exec hires/terminations, change-of-control transactions, significant M&A, leverage thresholds, equity issuances, dividends, board size), concentrating control and potentially constraining board autonomy .
  • No personal beneficial ownership disclosed for Sullivan as of the record date; combined with ineligibility for director equity grants/fees, this may limit direct “skin-in-the-game” alignment at the individual director level (alignment may be via sponsor ownership instead) .

• Additional context:

  • Independent director compensation and RSU grants are clearly structured, but sponsor-affiliated directors (including Sullivan) are excluded from cash/equity, reducing direct pay-for-performance alignment at the director level .
  • Company prohibits hedging/pledging of Petco stock and maintains stock ownership guidelines and clawbacks, which support broader governance confidence .