CHEWY, INC., PRE 14A filed on 5/22/2023
Proxy Statement - Notice of Shareholders Meeting (preliminary)
v3.23.1
Document and Entity Information
 12 Months Ended
Jan. 29, 2023
Cover [Abstract]  
Document Type PRE 14A
Amendment Flag false
Entity Registrant Name CHEWY, INC.
Entity Central Index Key 0001766502
v3.23.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
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:
 ​ ​
​ ​
Year
(a)
 ​ ​
Summary
Compensation
Table (“SCT”)
Total for Principal
Executive Officer
(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)
(in thousands)
(h)(5)
 ​ ​
Net Sales 
(in thousands)
(i)(6)
2022
 ​ ​
$2,481,735
 ​ ​
$(2,550,628)
 ​ ​
$896,717
 ​ ​
$(984,632)
 ​ ​
$173.18
 ​ ​
$76.96
 ​ ​
$49,232
 ​ ​
$10,098,939
2021
 ​ ​
$12,450,338
 ​ ​
$(85,796,399)
 ​ ​
$2,242,415
 ​ ​
$(32,080,908)
 ​ ​
$165.79
 ​ ​
$84.41
 ​ ​
$(73,817)
 ​ ​
$8,890,773
2020
 ​ ​
$3,027,525
 ​ ​
$181,666,231
 ​ ​
$1,274,216
 ​ ​
$65,584,170
 ​ ​
$384.08
 ​ ​
$168.83
 ​ ​
$(92,486)
 ​ ​
$7,146,264
(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 each of the fiscal years presented are: Mr. Marte, Mr. Mehta, and Ms. Helfrick.
(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 table 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
 ​ ​
Average of Non-PEO NEOs
​ ​
2022
 ​ ​
2021
 ​ ​
2020
 ​ ​
2022
 ​ ​
2021
 ​ ​
2020
SCT Total
 ​ ​
$2,481,735
 ​ ​
$12,450,338
 ​ ​
$3,027,525
 ​ ​
$896,717
 ​ ​
$2,242,415
 ​ ​
$1,274,216
Less value of Stock Awards reported in SCT
 ​ ​
—
 ​ ​
(10,106,250)
 ​ ​
—
 ​ ​
—
 ​ ​
(1,347,500)
 ​ ​
—
Plus year-end fair value of outstanding and unvested equity awards granted in the year
 ​ ​
—
 ​ ​
5,493,750
 ​ ​
—
 ​ ​
—
 ​ ​
732,500
 ​ ​
—
Plus (less) year over year change in fair value of outstanding and unvested equity awards granted in prior years
 ​ ​
854,397
 ​ ​
(64,828,925)
 ​ ​
140,610,021
 ​ ​
279,816
 ​ ​
(23,338,392)
 ​ ​
50,619,617
(Less) plus year over year change in fair value of equity awards granted in prior years that vested in the year
 ​ ​
(5,886,760)
 ​ ​
(28,805,311)
 ​ ​
38,028,686
 ​ ​
(2,161,165)
 ​ ​
(10,369,931)
 ​ ​
13,690,338
CAP Total
 ​ ​
$(2,550,628)
 ​ ​
$(85,796,399)
 ​ ​
$181,666,231
 ​ ​
$(984,632)
 ​ ​
$(32,080,908)
 ​ ​
$65,584,170
(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 2022 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 our 2022 Annual Report.
(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 2022. Net sales for each year presented is as reported in our 2022 Annual Report.
   
Company Selected Measure Name Net Sales    
Named Executive Officers, Footnote [Text Block]
(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 each of the fiscal years presented are: Mr. Marte, Mr. Mehta, and Ms. Helfrick.
   
Peer Group Issuers, Footnote [Text Block]
(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 2022 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 $ 2,481,735 $ 12,450,338 $ 3,027,525
PEO Actually Paid Compensation Amount $ (2,550,628) (85,796,399) 181,666,231
Adjustment To PEO Compensation, Footnote [Text Block]
(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 table 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
 ​ ​
Average of Non-PEO NEOs
​ ​
2022
 ​ ​
2021
 ​ ​
2020
 ​ ​
2022
 ​ ​
2021
 ​ ​
2020
SCT Total
 ​ ​
$2,481,735
 ​ ​
$12,450,338
 ​ ​
$3,027,525
 ​ ​
$896,717
 ​ ​
$2,242,415
 ​ ​
$1,274,216
Less value of Stock Awards reported in SCT
 ​ ​
—
 ​ ​
(10,106,250)
 ​ ​
—
 ​ ​
—
 ​ ​
(1,347,500)
 ​ ​
—
Plus year-end fair value of outstanding and unvested equity awards granted in the year
 ​ ​
—
 ​ ​
5,493,750
 ​ ​
—
 ​ ​
—
 ​ ​
732,500
 ​ ​
—
Plus (less) year over year change in fair value of outstanding and unvested equity awards granted in prior years
 ​ ​
854,397
 ​ ​
(64,828,925)
 ​ ​
140,610,021
 ​ ​
279,816
 ​ ​
(23,338,392)
 ​ ​
50,619,617
(Less) plus year over year change in fair value of equity awards granted in prior years that vested in the year
 ​ ​
(5,886,760)
 ​ ​
(28,805,311)
 ​ ​
38,028,686
 ​ ​
(2,161,165)
 ​ ​
(10,369,931)
 ​ ​
13,690,338
CAP Total
 ​ ​
$(2,550,628)
 ​ ​
$(85,796,399)
 ​ ​
$181,666,231
 ​ ​
$(984,632)
 ​ ​
$(32,080,908)
 ​ ​
$65,584,170
   
Non-PEO NEO Average Total Compensation Amount $ 896,717 2,242,415 1,274,216
Non-PEO NEO Average Compensation Actually Paid Amount $ (984,632) (32,080,908) 65,584,170
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(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 table 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
 ​ ​
Average of Non-PEO NEOs
​ ​
2022
 ​ ​
2021
 ​ ​
2020
 ​ ​
2022
 ​ ​
2021
 ​ ​
2020
SCT Total
 ​ ​
$2,481,735
 ​ ​
$12,450,338
 ​ ​
$3,027,525
 ​ ​
$896,717
 ​ ​
$2,242,415
 ​ ​
$1,274,216
Less value of Stock Awards reported in SCT
 ​ ​
—
 ​ ​
(10,106,250)
 ​ ​
—
 ​ ​
—
 ​ ​
(1,347,500)
 ​ ​
—
Plus year-end fair value of outstanding and unvested equity awards granted in the year
 ​ ​
—
 ​ ​
5,493,750
 ​ ​
—
 ​ ​
—
 ​ ​
732,500
 ​ ​
—
Plus (less) year over year change in fair value of outstanding and unvested equity awards granted in prior years
 ​ ​
854,397
 ​ ​
(64,828,925)
 ​ ​
140,610,021
 ​ ​
279,816
 ​ ​
(23,338,392)
 ​ ​
50,619,617
(Less) plus year over year change in fair value of equity awards granted in prior years that vested in the year
 ​ ​
(5,886,760)
 ​ ​
(28,805,311)
 ​ ​
38,028,686
 ​ ​
(2,161,165)
 ​ ​
(10,369,931)
 ​ ​
13,690,338
CAP Total
 ​ ​
$(2,550,628)
 ​ ​
$(85,796,399)
 ​ ​
$181,666,231
 ​ ​
$(984,632)
 ​ ​
$(32,080,908)
 ​ ​
$65,584,170
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Pay Versus Performance Comparative Disclosure
The following graphs illustrate the relationship between CAP as disclosed in the Pay Versus Performance table and (i) the Company’s cumulative TSR, (ii) the peer group’s cumulative TSR, (iii) the Company’s net income (loss), and (iv) net sales. CAP reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, grant and vesting date fair values, and projected performance modifiers, but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price volatility and varying levels of projected and actual achievement of performance goals.
Compensation Actually Paid versus Company TSR and Peer Group TSR
graphic
   
Compensation Actually Paid vs. Net Income [Text Block]
Pay Versus Performance Comparative Disclosure
The following graphs illustrate the relationship between CAP as disclosed in the Pay Versus Performance table and (i) the Company’s cumulative TSR, (ii) the peer group’s cumulative TSR, (iii) the Company’s net income (loss), and (iv) net sales. CAP reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, grant and vesting date fair values, and projected performance modifiers, but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price volatility and varying levels of projected and actual achievement of performance goals.
Compensation Actually Paid and Net Income (Loss)
graphic
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Pay Versus Performance Comparative Disclosure
The following graphs illustrate the relationship between CAP as disclosed in the Pay Versus Performance table and (i) the Company’s cumulative TSR, (ii) the peer group’s cumulative TSR, (iii) the Company’s net income (loss), and (iv) net sales. CAP reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, grant and vesting date fair values, and projected performance modifiers, but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price volatility and varying levels of projected and actual achievement of performance goals.
Compensation Actually Paid and Net Sales
graphic
   
Total Shareholder Return Vs Peer Group [Text Block]
Pay Versus Performance Comparative Disclosure
The following graphs illustrate the relationship between CAP as disclosed in the Pay Versus Performance table and (i) the Company’s cumulative TSR, (ii) the peer group’s cumulative TSR, (iii) the Company’s net income (loss), and (iv) net sales. CAP reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, grant and vesting date fair values, and projected performance modifiers, but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price volatility and varying levels of projected and actual achievement of performance goals.
Compensation Actually Paid versus Company TSR and Peer Group TSR
graphic
   
Tabular List [Table Text Block]
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 2022. 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 $ 173.18 165.79 384.08
Peer Group Total Shareholder Return Amount 76.96 84.41 168.83
Net Income (Loss) $ 49,232,000 $ (73,817,000) $ (92,486,000)
Company Selected Measure Amount 10,098,939,000 8,890,773,000 7,146,264,000
PEO Name Mr. Singh Mr. Singh Mr. Singh
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Net income (loss)    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Net sales    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted EBITDA margin    
Non-GAAP Measure Description [Text Block]
(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 [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Free cash flow    
PEO [Member] | Value of Stock Awards Reported in SCT [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ (10,106,250) $ 0
PEO [Member] | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 5,493,750 0
PEO [Member] | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 854,397 (64,828,925) 140,610,021
PEO [Member] | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (5,886,760) (28,805,311) 38,028,686
Non-PEO NEO [Member] | Value of Stock Awards Reported in SCT [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 (1,347,500) 0
Non-PEO NEO [Member] | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 732,500 0
Non-PEO NEO [Member] | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 279,816 (23,338,392) 50,619,617
Non-PEO NEO [Member] | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (2,161,165) $ (10,369,931) $ 13,690,338