Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Petco Health and Wellness Company, Inc. |
Entity Central Index Key | 0001826470 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | PAY VS. PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(v) of Regulation S-K, Value of Initial Fixed $100 Year Summary Compensation Average Summary Non-CEO Average Actually Paid to Non- CEO NEOs ($)(4) Total Peer Group Net Income Adjusted 2022 $ 19,590,453 $ (11,340,890 ) $ 6,618,539 $ 4,513,569 $ 39.93 $ 87.14 $ 90.8 $ 582.3 2021 $ 4,025,740 $ (63,071,055 ) $ 2,890,921 $ (2,050,650 ) $ 62.24 $ 105.55 $ 164.4 $ 591.5 2020 $ 25,898,323 $ 184,711,531 $ 6,134,975 $ 19,463,127 $ 88.54 $ 99.27 $ (26.5 ) $ 484.3 (1) Mr. Coughlin was our only principal executive officer (PEO) during the 2020, 2021, and 2022 fiscal years. The amounts shown represent the amounts reported in the “Total” column of the Summary Compensation Table for Mr. Coughlin in each of the fiscal years. (2) Amounts in this column represent the amount of “compensation actually paid” to our CEO, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid: Mr. Coughlin (CEO) 2022 2021 2020 Summary Compensation Table Total $ 19,590,453 $ 4,025,740 $ 25,898,323 Less $ (18,400,027 ) — $ (23,397,787 ) Plus year-end $ 15,599,372 — $ 60,140,995 Plus $ (23,869,000 ) $ (52,043,375 ) $ 122,070,000 Plus — — — Plus $ (4,261,688 ) $ (15,053,420 ) — Compensation Actually Paid to CEO $ (11,340,890 ) $ (63,071,055 ) $ 184,711,531 During the 2020 fiscal year, Mr. Coughlin received equity awards in connection with our initial public offering, as well as awards of C Units prior to our initial public offering. In light of the initial public offering grants in January 2021, Mr. Coughlin did not receive any equity awards during the 2021 fiscal year. As a result of the timing of the grants during these two years, and due to the o ve (3) The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Brian LaRose, Justin Tichy, Darren MacDonald, and Amy College; (ii) for 2021, Brian LaRose, Michael Nuzzo, Darren MacDonald, John Zavada, and Justin Tichy; and (iii) for 2020, Michael Nuzzo, Darren MacDonald, Justin Tichy, and Ilene Eskenazi. (4) Amounts in this column represent the average amount of “compensation actually paid” to the Company’s NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid: Average Non-CEO 2022 2021 2020 Summary Compensation Table Total $ 6,618,539 $ 2,890,921 $ 6,134,975 Less $ (5,912,290 ) $ (160,003 ) $ (4,264,611 ) Plus year-end $ 5,835,106 $ 131,244 $ 9,362,635 Plus $ (1,313,610 ) $ (3,516,107 ) $ 6,422,250 Plus $ — — — Plus $ (714,176 ) $ (1,396,704 ) $ 1,807,878 Compensation Actually Paid to Average Non-CEO $ 4,513,569 $ (2,050,650 ) $ 19,463,127 (a) Mr. MacDonald, who was a non-CEO “Non-Equity year-end “Non-Equity (5) Cumulative total shareholder return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. For purposes of these amounts, the beginning of the measurement period is January 13, 2021, the date of our initial public offering. (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P Retail Index, which is the Company’s industry index utilized in the Performance Graph set forth in our Annual Report on Form 10-K (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8) Adjusted EBITDA is calculated consistent with the description provided in our Annual Report on Form 10-K Non-GAAP | ||
Company Selected Measure Name | Adjusted EBITDA | ||
Named Executive Officers, Footnote [Text Block] | The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Brian LaRose, Justin Tichy, Darren MacDonald, and Amy College; (ii) for 2021, Brian LaRose, Michael Nuzzo, Darren MacDonald, John Zavada, and Justin Tichy; and (iii) for 2020, Michael Nuzzo, Darren MacDonald, Justin Tichy, and Ilene Eskenazi. | ||
Peer Group Issuers, Footnote [Text Block] | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P Retail Index, which is the Company’s industry index utilized in the Performance Graph set forth in our Annual Report on Form 10-K | ||
PEO Total Compensation Amount | $ 19,590,453 | $ 4,025,740 | $ 25,898,323 |
PEO Actually Paid Compensation Amount | $ (11,340,890) | (63,071,055) | 184,711,531 |
Adjustment To PEO Compensation, Footnote [Text Block] | (2) Amounts in this column represent the amount of “compensation actually paid” to our CEO, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid: Mr. Coughlin (CEO) 2022 2021 2020 Summary Compensation Table Total $ 19,590,453 $ 4,025,740 $ 25,898,323 Less $ (18,400,027 ) — $ (23,397,787 ) Plus year-end $ 15,599,372 — $ 60,140,995 Plus $ (23,869,000 ) $ (52,043,375 ) $ 122,070,000 Plus — — — Plus $ (4,261,688 ) $ (15,053,420 ) — Compensation Actually Paid to CEO $ (11,340,890 ) $ (63,071,055 ) $ 184,711,531 During the 2020 fiscal year, Mr. Coughlin received equity awards in connection with our initial public offering, as well as awards of C Units prior to our initial public offering. In light of the initial public offering grants in January 2021, Mr. Coughlin did not receive any equity awards during the 2021 fiscal year. As a result of the timing of the grants during these two years, and due to the o ve | ||
Non-PEO NEO Average Total Compensation Amount | $ 6,618,539 | 2,890,921 | 6,134,975 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 4,513,569 | (2,050,650) | 19,463,127 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (4) Amounts in this column represent the average amount of “compensation actually paid” to the Company’s NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid: Average Non-CEO 2022 2021 2020 Summary Compensation Table Total $ 6,618,539 $ 2,890,921 $ 6,134,975 Less $ (5,912,290 ) $ (160,003 ) $ (4,264,611 ) Plus year-end $ 5,835,106 $ 131,244 $ 9,362,635 Plus $ (1,313,610 ) $ (3,516,107 ) $ 6,422,250 Plus $ — — — Plus $ (714,176 ) $ (1,396,704 ) $ 1,807,878 Compensation Actually Paid to Average Non-CEO $ 4,513,569 $ (2,050,650 ) $ 19,463,127 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | |||
Compensation Actually Paid vs. Net Income [Text Block] | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||
Total Shareholder Return Vs Peer Group [Text Block] | |||
Tabular List [Table Text Block] | Financial Performance Measures As described in greater detail in “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance • Adjusted EBITDA; • Total Revenue; and • Adjusted Earnings per Share. | ||
Total Shareholder Return Amount | $ 39.93 | 62.24 | 88.54 |
Peer Group Total Shareholder Return Amount | 87.14 | 105.55 | 99.27 |
Net Income (Loss) | $ 90,800,000 | $ 164,400,000 | $ (26,500,000) |
Company Selected Measure Amount | 582,300,000 | 591,500,000 | 484,300,000 |
PEO Name | Mr. Coughlin | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Non-GAAP Measure Description [Text Block] | Adjusted EBITDA is calculated consistent with the description provided in our Annual Report on Form 10-K Non-GAAP | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total Revenue | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Earnings per Share | ||
PEO [Member] | Year end fair value of outstanding and unvested equity awards granted during the year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 15,599,372 | $ 60,140,995 | |
PEO [Member] | Stock Awards and Option Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (18,400,027) | (23,397,787) | |
PEO [Member] | Year over year change in fair value of outstanding and unvested equity awards granted during prior years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (23,869,000) | $ (52,043,375) | 122,070,000 |
PEO [Member] | Year over year change in fair value of equity awards granted in prior years that vested during the year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (4,261,688) | (15,053,420) | |
Non-PEO NEO [Member] | Year end fair value of outstanding and unvested equity awards granted during the year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 5,835,106 | 131,244 | 9,362,635 |
Non-PEO NEO [Member] | Stock Awards and Option Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (5,912,290) | (160,003) | (4,264,611) |
Non-PEO NEO [Member] | Year over year change in fair value of outstanding and unvested equity awards granted during prior years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,313,610) | (3,516,107) | 6,422,250 |
Non-PEO NEO [Member] | Year over year change in fair value of equity awards granted in prior years that vested during the year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (714,176) | $ (1,396,704) | $ 1,807,878 |