CHEWY, INC., DEF 14A filed on 5/23/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Feb. 02, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name CHEWY, INC.
Entity Central Index Key 0001766502
v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following pay versus performance table to illustrate the relationship between executive compensation actually paid and certain of the Company’s financial performance measures. For information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with its performance, refer to the Compensation Discussion and Analysis section above.
 
 
 
 
 
Value of Initial Fixed $100
Investment Based On:
 
 
Fiscal
Year
(a)
Summary
Compensation
Table (“SCT”)
Total for Principal
Executive Officer
(“PEO”)
(b)1
Compensation
Actually Paid
(“CAP”) to PEO
(c)2
Average SCT
Total for
non-PEO
NEOs
(d)1
Average CAP
to non-PEO
NEOs
(e)2
Total
Shareholder
Return
(“TSR”)
(f)3
Peer
Group
TSR
(g)4
Net Income
(Loss)7
(in millions)
(h)5
Net Sales7
(in millions)
(i)6
2024
$29,317,400
$80,046,176
$11,745,207
$26,694,754
$147.04
$205.68
$392.7
$11,861.3
2023
$35,186,195
$32,600,316
$3,821,594
$1,288,780
$73.10
$145.07
$39.6
$11,147.7
2022
$2,481,735
$(2,550,628)
$896,717
$(984,632)
$173.18
$76.96
$49.9
$10,119.0
2021
$12,450,338
$(85,796,398)
$2,242,415
$(32,080,908)
$165.79
$84.41
$(75.2)
$8,967.4
2020
$3,027,525
$181,666,232
$1,274,216
$65,584,171
$384.08
$168.83
$(92.5)
$7,146.3
(1)
Included in column (b) are the total compensation amounts reported in the Summary Compensation Table for Mr. Singh, our PEO for each of the fiscal years presented. Included in column (d) are the average total compensation amounts for non-PEO NEOs reported in the Summary Compensation Table. Our non-PEO NEOs for fiscal years 2020, 2021, and 2022, include Mr. Marte, Mr. Mehta, and Ms. Helfrick. Our non-PEO NEOs for Fiscal Year 2023 include Mr. Marte, Mr. Mehta, Ms. Helfrick, Ms. Bowman, and Mr. Morant. Our non-PEO NEOs for Fiscal Year 2024 include Mr. Reeder, Mr. Mehta, and Ms. Bowman.
(2)
Included in columns (c) and (e) are CAP and average CAP to the PEO and the non-PEO NEOs, respectively, for each of the fiscal years presented. To calculate CAP and average CAP, amounts in columns (b) and (d) are adjusted in accordance with Item 402(v) of Regulation S-K requirements and are presented in the tables below. These amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our non-PEO NEOs for each of the fiscal years presented.
PEO SCT to CAP Reconciliation
 
Fiscal Year
 
2024
2023
2022
2021
2020
SCT Total
$29,317,400
$35,186,195
$2,481,735
$12,450,338
$3,027,525
Less value of Stock Awards reported in SCT
(23,889,477)
(31,048,358)
(10,106,250)
Plus year-end fair value of outstanding and unvested equity awards granted in the year
50,724,245
31,209,397
5,493,750
Plus (less) year over year change in fair value of outstanding and unvested equity awards granted in prior years
9,427,335
854,397
(64,828,925)
140,610,021
Plus (less) year over year change in fair value of equity awards granted in prior years that vested in the year
8,340,381
(2,746,918)
(5,886,760)
(28,805,311)
38,028,686
Plus fair value as of vesting date of equity awards granted and vested in the year
6,126,292
CAP Total
$80,046,176
$32,600,316
$(2,550,628)
$(85,796,398)
$181,666,232
Average of Non-PEO NEOs SCT to CAP Reconciliation
 
Fiscal Year
 
2024
2023
2022
2021
2020
SCT Total
$11,745,207
$3,821,594
$896,717
$2,242,415
$1,274,216
Less value of Stock Awards reported in SCT
(10,537,614)
(3,284,969)
(1,347,500)
Plus year-end fair value of outstanding and unvested equity awards granted in the year
17,445,330
1,412,899
732,500
Plus (less) year over year change in fair value of outstanding and unvested equity awards granted in prior years
642,118
(61,656)
279,816
(23,338,392)
50,619,617
Plus (less) year over year change in fair value of equity awards granted in prior years that vested in the year
520,322
(723,564)
(2,161,165)
(10,369,931)
13,690,338
Plus fair value as of vesting date of equity awards granted and vested in the year
7,206,596
173,563
Less prior year-end fair value for any equity awards forfeited in the year
(327,205)
(49,087)
CAP Total
$26,694,754
$1,288,780
$(984,632)
$(32,080,908)
$65,584,171
(3)
Based on an initial fixed investment of $100 on January 31, 2020, the last business day of our 2019 fiscal year.
(4)
Represents the Dow Jones Internet Commerce Index, which we consider to be our peer group under Regulation S-K Item 201(e), as presented in our 2024 Annual Report. Based on an initial fixed investment of $100 on January 31, 2020, the last business day of our 2019 fiscal year. TSR is weighted according to each peer company’s stock market capitalization at the beginning of each period for which a return is indicated.
(5)
Represents our net income (loss) amounts for each of the years presented as reported in the respective annual report on Form 10-K.
(6)
We have selected net sales as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link the CAP of our NEOs to company performance for Fiscal Year 2024.
(7)
Consistent with the Company's Annual Report on Form 10-K for Fiscal Year 2024, the Company has updated historical comparative periods to reflect the operations of Chewy Pharmacy KY beginning with the Company's 2021 Fiscal Year. Any historical comparatives prior to Fiscal Year 2021 are consistent with previously reported financial information.
       
Company Selected Measure Name net sales        
Named Executive Officers, Footnote
(1)
Included in column (b) are the total compensation amounts reported in the Summary Compensation Table for Mr. Singh, our PEO for each of the fiscal years presented. Included in column (d) are the average total compensation amounts for non-PEO NEOs reported in the Summary Compensation Table. Our non-PEO NEOs for fiscal years 2020, 2021, and 2022, include Mr. Marte, Mr. Mehta, and Ms. Helfrick. Our non-PEO NEOs for Fiscal Year 2023 include Mr. Marte, Mr. Mehta, Ms. Helfrick, Ms. Bowman, and Mr. Morant. Our non-PEO NEOs for Fiscal Year 2024 include Mr. Reeder, Mr. Mehta, and Ms. Bowman.
       
Peer Group Issuers, Footnote
(4)
Represents the Dow Jones Internet Commerce Index, which we consider to be our peer group under Regulation S-K Item 201(e), as presented in our 2024 Annual Report. Based on an initial fixed investment of $100 on January 31, 2020, the last business day of our 2019 fiscal year. TSR is weighted according to each peer company’s stock market capitalization at the beginning of each period for which a return is indicated.
       
PEO Total Compensation Amount $ 29,317,400 $ 35,186,195 $ 2,481,735 $ 12,450,338 $ 3,027,525
PEO Actually Paid Compensation Amount $ 80,046,176 32,600,316 (2,550,628) (85,796,398) 181,666,232
Adjustment To PEO Compensation, Footnote
(2)
Included in columns (c) and (e) are CAP and average CAP to the PEO and the non-PEO NEOs, respectively, for each of the fiscal years presented. To calculate CAP and average CAP, amounts in columns (b) and (d) are adjusted in accordance with Item 402(v) of Regulation S-K requirements and are presented in the tables below. These amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our non-PEO NEOs for each of the fiscal years presented.
PEO SCT to CAP Reconciliation
 
Fiscal Year
 
2024
2023
2022
2021
2020
SCT Total
$29,317,400
$35,186,195
$2,481,735
$12,450,338
$3,027,525
Less value of Stock Awards reported in SCT
(23,889,477)
(31,048,358)
(10,106,250)
Plus year-end fair value of outstanding and unvested equity awards granted in the year
50,724,245
31,209,397
5,493,750
Plus (less) year over year change in fair value of outstanding and unvested equity awards granted in prior years
9,427,335
854,397
(64,828,925)
140,610,021
Plus (less) year over year change in fair value of equity awards granted in prior years that vested in the year
8,340,381
(2,746,918)
(5,886,760)
(28,805,311)
38,028,686
Plus fair value as of vesting date of equity awards granted and vested in the year
6,126,292
CAP Total
$80,046,176
$32,600,316
$(2,550,628)
$(85,796,398)
$181,666,232
       
Non-PEO NEO Average Total Compensation Amount $ 11,745,207 3,821,594 896,717 2,242,415 1,274,216
Non-PEO NEO Average Compensation Actually Paid Amount $ 26,694,754 1,288,780 (984,632) (32,080,908) 65,584,171
Adjustment to Non-PEO NEO Compensation Footnote
(2)
Included in columns (c) and (e) are CAP and average CAP to the PEO and the non-PEO NEOs, respectively, for each of the fiscal years presented. To calculate CAP and average CAP, amounts in columns (b) and (d) are adjusted in accordance with Item 402(v) of Regulation S-K requirements and are presented in the tables below. These amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our non-PEO NEOs for each of the fiscal years presented.
Average of Non-PEO NEOs SCT to CAP Reconciliation
 
Fiscal Year
 
2024
2023
2022
2021
2020
SCT Total
$11,745,207
$3,821,594
$896,717
$2,242,415
$1,274,216
Less value of Stock Awards reported in SCT
(10,537,614)
(3,284,969)
(1,347,500)
Plus year-end fair value of outstanding and unvested equity awards granted in the year
17,445,330
1,412,899
732,500
Plus (less) year over year change in fair value of outstanding and unvested equity awards granted in prior years
642,118
(61,656)
279,816
(23,338,392)
50,619,617
Plus (less) year over year change in fair value of equity awards granted in prior years that vested in the year
520,322
(723,564)
(2,161,165)
(10,369,931)
13,690,338
Plus fair value as of vesting date of equity awards granted and vested in the year
7,206,596
173,563
Less prior year-end fair value for any equity awards forfeited in the year
(327,205)
(49,087)
CAP Total
$26,694,754
$1,288,780
$(984,632)
$(32,080,908)
$65,584,171
       
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid versus Company TSR and Peer Group TSR
       
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income (Loss)
       
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and Net Sales
       
Total Shareholder Return Vs Peer Group
Compensation Actually Paid versus Company TSR and Peer Group TSR
       
Tabular List, Table
Tabular List of Performance Measures
The following table lists our most important performance measures used by us to link CAP of our NEOs to the Company’s performance for Fiscal Year 2024. For more information, refer to “Named Executive Officer Compensation – Compensation Discussion and Analysis.” We are providing this list in accordance with Item 402(v) of Regulation S-K to provide information on performance measures used by the Compensation Committee to determine NEO compensation, as more fully described in “Named Executive Officer Compensation – Compensation Discussion and Analysis.”
Most Important Performance Measures
Net income (loss)
Net sales
Adjusted EBITDA margin(1)
Free cash flow(1)
(1)
Adjusted EBITDA margin and free cash flow are non-GAAP financial measures. For a reconciliation of non-GAAP to GAAP financial measures refer to “Reconciliation of Non-GAAP Financial Measures” in Appendix A.
       
Total Shareholder Return Amount $ 147.04 73.1 173.18 165.79 384.08
Peer Group Total Shareholder Return Amount 205.68 145.07 76.96 84.41 168.83
Net Income (Loss) $ 392,700,000 $ 39,600,000 $ 49,900,000 $ (75,200,000) $ (92,500,000)
Company Selected Measure Amount 11,861,300,000 11,147,700,000 10,119,000,000 8,967,400,000 7,146,300,000
PEO Name Mr. Singh Mr. Singh Mr. Singh Mr. Singh Mr. Singh
Measure:: 1          
Pay vs Performance Disclosure          
Name Net income (loss)        
Measure:: 2          
Pay vs Performance Disclosure          
Name Net sales        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted EBITDA margin        
Non-GAAP Measure Description
(1)
Adjusted EBITDA margin and free cash flow are non-GAAP financial measures. For a reconciliation of non-GAAP to GAAP financial measures refer to “Reconciliation of Non-GAAP Financial Measures” in Appendix A.
       
Measure:: 4          
Pay vs Performance Disclosure          
Name Free cash flow        
Non-GAAP Measure Description
(1)
Adjusted EBITDA margin and free cash flow are non-GAAP financial measures. For a reconciliation of non-GAAP to GAAP financial measures refer to “Reconciliation of Non-GAAP Financial Measures” in Appendix A.
       
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (23,889,477) $ (31,048,358) $ 0 $ (10,106,250) $ 0
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 50,724,245 31,209,397 0 5,493,750 0
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 9,427,335 0 854,397 (64,828,925) 140,610,021
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,126,292 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,340,381 (2,746,918) (5,886,760) (28,805,311) 38,028,686
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (10,537,614) (3,284,969) 0 (1,347,500) 0
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 17,445,330 1,412,899 0 732,500 0
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 642,118 (61,656) 279,816 (23,338,392) 50,619,617
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 7,206,596 173,563 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 520,322 (723,564) (2,161,165) (10,369,931) 13,690,338
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (327,205) $ (49,087) $ 0 $ 0 $ 0
v3.25.1
Award Timing Disclosure
12 Months Ended
Feb. 02, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company does not have a specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant such awards in the future, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.
Award Timing Method The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments.
Award Timing MNPI Considered false
Award Timing, How MNPI Considered Accordingly, the Company does not have a specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant such awards in the future, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Feb. 02, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true