Exhibit 99.1
Petco Health + Wellness Company, Inc. Announces Appointment of Glenn Murphy
as Executive Chairman of the Board of Directors
Murphy to support leadership teams initiatives to improve profitability and drive long-term growth
SAN DIEGO, May 14, 2024 Petco Health and Wellness Company, Inc. (Nasdaq: WOOF), today announced the appointment of Glenn Murphy as Executive
Chairman of the Board of Directors, effective immediately.
As Executive Chairman, Murphy will support the Petco leadership teams focus on improving
profitability while implementing strategic actions to drive long-term growth. He will play a lead role in the Board of Directors ongoing search for a permanent Chief Executive Officer.
Glenn is a proven leader and innovator with a track record of success across multiple retail sectors over the past three decades, said Cameron
Breitner, member of the Petco Board of Directors. His experience driving profitable growth through periods of transition will provide great value to Petcos leadership team and the Board of Directors during this important period for the
company.
Petco is a well-regarded brand in the high-growth pet category with a differentiated approach that I believe is positioned to create
significant long-term shareholder value, said Murphy. In evaluating the Executive Chairman role over the past several months, I have built conviction that there are many tangible opportunities to improve near-term operating and financial
performance and deliver attractive long-term growth. I look forward to working closely with management and the Board of Directors toward these objectives.
Murphy is currently the CEO of the high-impact, consumer-focused investment firm FIS Holdings
(www.fis-holdings.com). Prior to founding FIS Holdings, he served as Chairman of the Board, including in the role of Executive Chairman for an interim period, at lululemon athletica inc. Murphy also
served as Chairman and CEO at Gap, Inc. from 2007- 2014. Murphy previously served as Chairman and CEO of Shoppers Drug Mart Inc. He began his career and spent over a decade at Loblaw Companies.
As part of his appointment, Murphy has purchased 1,470,589 shares of Petcos Class A common stock for approximately $2.5 million in a
transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The shares are subject to a holding period ending May 13, 2026 with respect to 50% of the shares and May 13, 2027 with respect to
the remaining shares.
Additionally, in connection with his appointment, Murphy will receive the following
one-time inducement awards on May 24, 2024: (i) 1,000,000 restricted stock units; and (ii) stock options to purchase between 3,500,000 and 4,250,000 shares of Petcos Class A common stock
with exercise prices ranging from $2.50 (or, if greater, Petcos closing stock price on May 24, 2024) to $10.00. See below for additional details.
Following these changes, Petco Health and Wellness Company, Inc.s Board of Directors will be composed of eleven members.
Inducement Awards
In connection with his appointment,
Glenn Murphy will receive the following one-time inducement awards on May 24, 2024: (i) 1,000,000 restricted stock units; (ii) stock options to purchase 750,000 shares of Petcos Class A
common stock with an exercise price equal to $2.50 (the First Option); (iii) stock options to purchase 750,000 shares with an exercise price equal to $5.00; (iv) stock options to purchase 1,000,000 shares with an exercise price equal to
$7.50; and (v) stock options to purchase 1,000,000 shares with an exercise price equal to $10.00; provided, however, that the exercise price of the stock options will not be less than Petcos closing stock price on May 24, 2024. If
the closing stock price on May 24, 2024 exceeds $2.50, then the number of shares subject to the First Option will be increased on a linear basis by up to 750,000 additional shares (or 1,500,000 shares in the aggregate) with an exercise price up
to $5.00. All of the employment inducement awards will vest in equal quarterly installments over the three-year period following May 14, 2024, with shares received upon exercise or settlement of such awards subject to a holding period ending
May 14, 2027.