PETCO HEALTH AND WELLNESS COMPANY (WOOF)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
PETCO HEALTH AND WELLNESS COMPANY · Meeting: June 30, 2026
Directors FOR
0
Directors AGAINST
4
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class III Directors
Against Analysis
Joel Anderson joined the board in July 2024 — just under 24 months before the June 2026 annual meeting — placing him at the edge of the new-director exemption; given the 24-month exemption is designed to give new directors reasonable time to contribute before being held accountable, and his tenure barely spans the exemption window, we vote FOR under the policy's new-director exemption.
For Analysis
All four Class III nominees face a severe TSR underperformance trigger: Petco's 3-year stock return of -74.5% trails the company's own compensation peer group median of +18.9% by 93.4 percentage points, far exceeding the 20-point threshold that applies when absolute 3-year returns are negative. The 5-year picture is equally poor (-89.9% vs. peers at +19.2%), so the 5-year mitigant does not rescue any director. Joel Anderson joined in July 2024 and falls within the 24-month new-director exemption, so he receives a FOR vote. The other three nominees — Briggs (since 2018), Chande (since 2016), and Sullivan (since 2021) — each served through the full underperformance period and receive AGAINST votes.
Say on Pay
✗ AGAINSTCEO
Joel Anderson
Total Comp
$14,366,907
Prior Support
94%%
CEO Joel Anderson received $14.4 million in total pay for fiscal 2025 — a level that is substantially above what a chief executive at a ~$736 million market-cap specialty retailer would typically earn, representing a significant positive deviation from our benchmark. More critically, Petco's stock has lost roughly three-quarters of its value over the past three years while the company's own peer group gained nearly 19%, a gap of over 93 percentage points — one of the starkest pay-for-performance misalignments in the sector. Above-benchmark incentive pay is not justified when shareholders have experienced this level of underperformance, and the mid-cycle exclusion of tariff costs from the EBITDA performance metric further weakens the rigor of the incentive program.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,800,000
Non-Audit Fees
$0
The fee table shows total fees of $2.8M for fiscal 2025 and $3.3M for the prior year, but the filing does not break out audit fees versus non-audit fees in the extracted table — the only disclosed total figure is the aggregate. Based on the available data, there is no evidence that non-audit fees exceed 50% of audit fees, the auditor tenure disclosure is absent (policy defaults to FOR when tenure cannot be confirmed), no material financial restatements are noted, and EY is a Big 4 firm appropriate for Petco's size and complexity, so the default FOR vote stands.
Overall Assessment
The 2026 Petco annual meeting presents a deeply troubled pay-for-performance picture: the stock has lost roughly three-quarters of its value over three years while peers gained nearly 19%, triggering AGAINST votes on Say on Pay and on three of the four director nominees whose tenures overlap the underperformance period. The auditor ratification passes on available information, and new CEO Joel Anderson receives the benefit of the 24-month new-director exemption on the director election ballot.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing