Mike Mohan
Petco Health & Wellness CompanyAbout Mike Mohan
Independent director at Petco (WOOF); age 57; director since March 2021. Served as Interim CEO from March–July 2024 and Lead Independent Director from July 2021–March 2024; appointed Chair of the Compensation Committee on May 22, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Best Buy Co., Inc. | President & Chief Operating Officer | Jun 2019–Jul 2021 | Ran U.S. and International operations; oversight of services, CX, merchandising, marketing, supply chain |
| Best Buy Co., Inc. | Various leadership roles | 2004–Jun 2019 | Oversaw services, customer experience, category mgmt, merchandising, marketing, supply chain |
| Good Guys | VP & General Merchandising Manager | Pre-2004 | Category leadership in A/V specialty retail |
| Future Shop (Canada) | Merchandising roles | 1988–1997 | Retail merchandising; pre-Best Buy acquisition experience |
| Petco (WOOF) | Interim CEO; Lead Independent Director; Value Creation Committee Chair | Interim CEO: Mar–Jul 2024; Lead ID: Jul 2021–Mar 2024; VCC Chair Jul 2024 | Led transition to new CEO; chaired newly formed Value Creation Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bloomin’ Brands, Inc. | Chairman of the Board | Current | Public company chair role |
| Jackson Family Wines | Director | Current | Private company board |
| VIZIO Holding Corp. | Director | Feb 2023–Dec 2024 | Role ended upon VIZIO’s acquisition by Walmart |
Board Governance
- Committees: Chair, Compensation Committee (since May 22, 2025) ; prior Lead Independent Director responsibilities included presiding over executive sessions, agenda-setting, board structure inputs (per 2022 proxy) .
- Independence: Board determined Mohan is independent under Nasdaq and Exchange Act Rule 10A-3 .
- Attendance: In FY2024, board held 3 meetings; compensation committee 5; audit 6; NCGC 3. All incumbent directors attended at least 75% of meetings; seven incumbent directors attended the 2024 Annual Meeting .
- Executive sessions: Board held three executive sessions in FY2024 .
- Controlled company: Petco is a controlled company; maintains fully independent Audit Committee; uses controlled company exemptions for Compensation and Nominating committees .
Fixed Compensation
| Component | Description | FY2024 Amount/Term |
|---|---|---|
| Interim CEO Base Salary | Set upon appointment | $1,100,000 |
| Target Bonus | As % of base salary | 125% (pro-rated) |
| Actual Annual Incentive (AIP) Payout | Based on Adjusted EBITDA, Adjusted FCF, and strategic goals | $604,698 (payout 116.0%) |
| Director Cash Retainers (program) | Independent directors only; Mohan ineligible while Interim CEO | Annual retainer $90,000; Comp Chair $25,000; Audit Chair $35,000; NCGC Chair $20,000; Lead ID $50,000 |
| One-time employment terms | Guarantee if employment ended prior to July 13, 2024 | Guaranteed base, pro‑rated bonus, and equity vesting to July 13, 2024 unless resignation/for-cause |
Performance Compensation
| Award | Grant Date | Shares/Units | Terms | Grant-Date Fair Value |
|---|---|---|---|---|
| RSUs (Interim CEO) | 03-15-2024 | 1,263,824 | Vest monthly over 12 months from 03-13-2024 | $2,666,669 |
| Stock Options | 03-15-2024 | 7,407,407 | Exercise $5.00; vest monthly over 12 months from 03-13-2024 | $5,333,334 |
| RSU Modification | 07-29-2024 | 210,638 | Continued vesting for 5 months post-transition; remaining unvested awards forfeited | $261,191 |
| Option Modification | 07-29-2024 | 1,234,568 | Continued vesting for 5 months post-transition | $1,185,185 |
Performance metrics for FY2024 AIP:
| Metric | Weight | Threshold | Target Range | Maximum | Actual | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 60% | 318.3 | 335.1–355.2 | 402.1 | 336.5 | 60% |
| Adjusted Free Cash Flow ($M) | 20% | 20.5 | 35.0–55.0 | 75.0 | 67.6 | 32% |
| Financial Subtotal | 80% | — | — | — | — | 92% |
| Strategic Goals (Company-wide) | 20% | — | — | — | See narrative | Applied per NEO; averages used for severed/Interim roles |
Other Directorships & Interlocks
- Current public boards: Bloomin’ Brands (Chair) .
- Prior public board: VIZIO (ended Dec 2024 on Walmart acquisition) .
- Interlocks/Conflicts: Proxy states no compensation committee interlocks in FY2024 except Mohan’s Interim CEO service; no related person transactions disclosed involving Mohan under Item 404 .
- Wella interlock note pertains to Executive Chairman Glenn Murphy and director Iris Yen; not to Mohan .
Expertise & Qualifications
- Board skills chart indicates Mohan contributes strategic planning, retail, senior leadership, accounting/financial reporting, public company experience, and human capital management .
- Biography highlights digital marketing acumen and extensive retail operations background .
Equity Ownership
| As-of | Class A Shares | % of Class A | Voting Power % | Options Exercisable ≤60 days | Notes |
|---|---|---|---|---|---|
| 2024 Proxy (May 31, 2024) | 2,823,908 | 1.2% | 1.0% | — | Includes RSUs vesting/settling within 60 days |
| 2025 Proxy (May 30, 2025) | 4,183,308 | 1.7% | 1.5% | 3,703,703 | Options at $5.00; exercisable within 60 days |
- Stock ownership guidelines: Independent directors must hold 5x annual cash retainer; compliance expected within five years of appointment or IPO; options and unearned PSUs excluded from calculation .
- Hedging/pledging: Prohibited for directors/officers/employees and controlled entities .
Fixed Compensation (Director Program Overview)
| Element | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Increased from $80,000 effective Aug 4, 2024 |
| Committee Chair Fees | Audit $35,000; Comp $25,000; NCGC $20,000 | Member fees: Audit $10,000; Comp $10,000; NCGC $7,500 |
| Lead Independent Director | $50,000 | Additional cash fee |
| Annual Equity (RSUs) | ~$165,000 | One-year cliff to next annual meeting; 49,254 RSUs granted in Jul 2024 valued at $165,001 |
Performance Compensation (Program Structure)
- FY2025 AIP structure: Adjusted EBITDA 60%, Adjusted Free Cash Flow 20%, Revenue 20%; linear interpolation from 50%–200% .
- Long-term equity: Mix of RSUs, options, and PSUs with absolute TSR metrics for FY2024/FY2025 cycles (threshold 250% TSR multiple for 50% payout; max 500% for 200%) .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval | Actions/Responses |
|---|---|---|
| 2023 | 76% | Added PSU components, enhanced disclosure; shifted AIP to Adjusted EBITDA and Adjusted FCF |
| 2024 | ~96% | Continued enhanced disclosure; FY2025 awards used PSUs and options to emphasize at-risk pay |
Governance Assessment
-
Positives
- Independent status affirmed; now chairs Compensation Committee with heightened independence standards .
- Strong retail/operator background and prior Lead Independent Director role suggest board effectiveness in oversight and CEO transition .
- Ownership alignment: material personal holdings (1.7% Class A as of 2025) and prohibitions on hedging/pledging; director ownership guidelines in place .
- Clawback policy compliant with Nasdaq Rule 5608; no tax gross-ups on severance; no option repricing without shareholder approval .
-
Watch items / Red flags
- Controlled company status limits requirement for fully independent Compensation/NCGC committees; ongoing sponsor designation rights could influence committee composition .
- Interim CEO equity awards were sizeable and modified to continue vesting after stepping down (albeit limited to five months), which warrants monitoring for alignment and precedent .
- No Mohan-specific related-party transactions disclosed; maintain surveillance for any cross-relationships given multiple external roles .