Petco Health + Wellness Company, Inc. Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Petco Health and Wellness Company (WOOF) has announced inducement equity awards granted to newly-hired Chief Customer and Product Officer, Michael Romanko, on March 4, 2025. The compensation package includes:

• 1,321,139 restricted stock units
• 323,835 target performance stock units
• 393,082 non-qualified stock options at $2.46 exercise price

The restricted stock units and options will vest 34% after one year, followed by 16.5% every six months through the third anniversary. Performance stock units' vesting is tied to shareholder return over February 2, 2025 to January 29, 2028. The stock options expire in 10 years. These awards, approved by independent board members under Nasdaq Rule 5635(c)(4), were granted outside the company's 2021 Equity Incentive Plan but follow similar terms.

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SAN DIEGO, March 6, 2025 /PRNewswire/ -- Petco Health and Wellness Company, Inc. (Nasdaq: WOOF) today announced that it has granted inducement equity awards on March 4, 2025 (the "Grant Date") to its newly-hired Chief Customer and Product Officer, Michael Romanko, as a material inducement to the employment of Mr. Romanko.

The inducement awards consist of (i) 1,321,139 restricted stock units, (ii) 323,835 target performance stock units, and (iii) non-qualified stock options to purchase 393,082 shares of Petco's Class A common stock, with an exercise price of $2.46. The restricted stock units and stock options will vest as to 34% on the first anniversary of the Grant Date and 16.5% at the end of each six-month period thereafter, through the third anniversary of the Grant Date, and the performance stock units will vest based on Petco's total shareholder return over a three-year performance period, beginning on February 2, 2025 and ending January 29, 2028. The stock options have a maximum term of 10 years. The inducement awards were granted as a material inducement to Mr. Romanko's employment and were approved by the independent members of the Petco Board of Directors, in accordance with Nasdaq Listing Rule 5635(c)(4). The awards were granted outside of the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan, but are generally subject to the same terms and conditions that apply to awards granted under such plan.

About Petco, The Health + Wellness Co.

Founded in 1965, Petco is a category-defining health and wellness company focused on improving the lives of pets, pet parents and our own Petco partners. We've consistently set new standards in pet care while delivering comprehensive pet wellness products, services and solutions, and creating communities that deepen the pet-pet parent bond. We operate more than 1,500 pet care centers across the U.S., Mexico and Puerto Rico, which offer merchandise, companion animals, grooming, training and a growing network of on-site veterinary hospitals and mobile veterinary clinics. Our complete pet health and wellness ecosystem is accessible through our pet care centers and digitally at petco.com and on the Petco app. In tandem with Petco Love, an independent nonprofit organization, we work with and support thousands of local animal welfare groups across the country and, through in-store adoption events, we've helped find homes for nearly 7 million animals.

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SOURCE Petco - Investor Relations

FAQ

What equity compensation package did Petco (WOOF) offer to its new Chief Customer and Product Officer?

The package includes 1.32M restricted stock units, 323,835 performance stock units, and 393,082 stock options at $2.46 exercise price.

What is the vesting schedule for Petco's (WOOF) March 2025 inducement grants?

Restricted stock units and options vest 34% after year one, then 16.5% semi-annually through year three.

How long is the performance period for WOOF's performance stock units granted in March 2025?

The performance period runs from February 2, 2025 to January 29, 2028 (three years).

What is the exercise price and expiration term for Petco's (WOOF) stock options granted in March 2025?

The stock options have an exercise price of $2.46 and expire after 10 years.