Nishad Chande
Petco Health & Wellness CompanyAbout Nishad Chande
Nishad Chande (age 50) has served on Petco’s board since 2016 (Class III; current term ends at the 2026 annual meeting). He is Partner, U.S. Head of Consumer and Co-Head of Business Services at CVC, Petco’s Sponsor, and holds a B.A. in economics and mathematics from Dartmouth College and an MBA from the Wharton School (UPenn) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVC Capital Partners | Partner; U.S. Head of Consumer; Co-Head of Business Services | 2016–present | Sponsor designee to Petco board |
| Centre Partners | Investment professional | 2005–2016 | Private equity investing |
| Bain & Company | Consultant | 2003–2005 | Strategy consulting |
| Raymond James Capital | Investment professional | 1999–2001 | Private equity/investing |
| Schroders | Investment professional | 1997–1999 | Asset management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BJ’s Wholesale Club Holdings, Inc. | Director (prior) | Not disclosed | Previously served; no current public boards disclosed for Chande in the proxy |
Board Governance
| Item | Detail |
|---|---|
| Board Class/Term | Class III; director since 2016; term expires 2026 |
| Committee assignments | Nominating & Corporate Governance Committee (member) |
| Committee chair roles | None disclosed |
| Independence status | Not independent (CVC sponsor designee; board identifies independent directors as Breitner, Briggs, Mohan, Lake, Yen) |
| Attendance | Each incumbent director attended ≥75% of board/committee meetings in FY2024; Board met 3x; NCGC met 3x |
| Executive sessions | Board held 3 executive sessions in FY2024 |
Controlled-company status: Petco is a controlled company under Nasdaq; Principal Stockholder controlled ~66% of voting power for director elections, permitting exemptions from having fully independent Compensation and Nominating/Governance committees (Audit remains fully independent) .
Fixed Compensation (Director)
| Component (FY2024) | Policy | Amount for N. Chande |
|---|---|---|
| Annual cash retainer | $90,000 (effective Aug 4, 2024) for eligible independent directors | Not eligible; $0 (affiliated with Principal Stockholders/CVC) |
| Committee fees | Audit: $35k chair/$10k member; Comp: $25k chair/$10k member; NCGC: $20k chair/$7.5k member (for eligible directors) | Not eligible; $0 |
| Equity (RSUs) | ~$165,000 annual RSUs for eligible directors (49,254 RSUs granted July 2024) | Not eligible; $0 |
Performance Compensation
| Performance-linked Director Pay | Detail |
|---|---|
| None | Petco’s director program provides time-based RSUs to eligible independent directors only; Chande is ineligible and receives no performance-based director compensation . |
Other Directorships & Interlocks
- Sponsor designation: The stockholder’s agreement grants the Principal Stockholder (Scooby Aggregator, LP, controlled by CVC funds and CPP Investments) board nomination rights; Chande is a CVC designee under these rights .
- Committee composition: As a controlled company, NCGC includes non-independent members (e.g., Chande), relying on Nasdaq’s exemption; Audit Committee remains fully independent .
- No compensation committee interlock involving Chande was disclosed; the proxy discusses a Wella-related item concerning Mr. Murphy/Ms. Yen, not involving Chande .
Expertise & Qualifications
- Education: B.A. economics & mathematics (Dartmouth); MBA (Wharton) .
- Board skills matrix: Strategic planning/strategy, retail experience, accounting/financial reporting, public company experience (primary skillsets attributed to Chande) .
- Industry/PE expertise: Consumer and business services private equity leadership at CVC .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Class A) | 0 shares reported for Chande as of May 13, 2025 . |
| % of Class A outstanding | 0% (less than 1%) . |
| Options/RSUs exercisable/settling within 60 days | None reported for Chande . |
| Shares pledged | Petco policy prohibits pledging/hedging by directors; no pledges disclosed for Chande . |
| Director ownership guidelines | Independent directors are required to hold 5x annual cash retainer; applicability is to “independent directors” (Chande is not independent) . |
Governance Assessment
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Strengths
- Long-standing board tenure (since 2016) with relevant strategy/retail/financial skills; active on the Nominating & Corporate Governance Committee overseeing governance and sustainability matters .
- Attendance threshold met (≥75%); board and NCGC engaged with multiple meetings in FY2024; executive sessions held .
-
Risks and potential conflicts
- RED FLAG: Not independent; designated by CVC under a stockholder’s agreement that grants significant nomination and consent rights to the Principal Stockholder, including vetoes on major transactions and executive hires while ownership thresholds are met—concentrated control risk and potential minority-shareholder misalignment .
- RED FLAG: NCGC not fully independent due to controlled-company exemption, while it oversees governance/sustainability and board succession—heightened risk of sponsor influence over governance processes .
- Alignment: No direct beneficial ownership reported for Chande; while indirect Sponsor interests exist, lack of direct holdings may weaken perceived alignment versus independent directors subject to ownership guidelines .
- Related-party exposure: Outstanding promissory note payable to Scooby LP (Principal Stockholder affiliate) and extensive registration/consent rights present ongoing related-party context; Audit Committee oversees related-person transactions (Chande is not on Audit) .
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Additional observations
- Director compensation: Chande receives no director cash/equity from Petco (ineligible under policy for Sponsor-affiliated directors), mitigating direct-pay conflicts at the issuer level but reinforcing Sponsor alignment over public minority alignment .
- Compliance: Section 16(a) review identified minor late filings for two officers; no delinquencies listed for Chande .
Overall: Chande brings deep PE/consumer expertise and governance involvement, but his Sponsor-designee status, absence of direct share ownership, and the Principal Stockholder’s expansive consent/nomination rights are material governance risks for minority investors, particularly given NCGC’s non-independent composition under the controlled-company exemption .