Dylan Allread

About Dylan Allread

Dylan Allread is Chief Operating Officer of Wag! Group Co. (ticker: PET). He joined the company in April 2018 and has served as COO since December 2019; age 40 as of April 17, 2025, with a B.A. in Economics (minor in Mathematics) from DePauw University . His background spans compensation analytics and HR operations leadership across technology and hospitality, with prior roles at DoorDash (HR scale-up), OpenTable (global Compensation & Benefits), Equity Residential, Hyatt, and executive compensation consulting at Compensation Strategies, Inc. . Executive bonus programs at the company have historically been tied to Revenue and Adjusted EBITDA (equally weighted), while the company shifted post-merger from options to service-vested RSUs; there was no cash incentive plan in 2024 and 2023 bonuses were targeted at 67% of base for NEOs, indicating emphasis on operational and financial execution over TSR .

Past Roles

External Roles

Fixed Compensation

• The company, as an emerging growth and smaller reporting company, discloses compensation for its principal executive officer and two other most highly compensated executive officers (CEO, President & Chief Product Officer, CTO); Allread’s individual base salary and bonuses are not disclosed in the proxy .
• Offer letters for executives at the company provide at-will employment; NEOs had pre-established bonus eligibility and participation in a Management Carve-Out Bonus Plan, but Allread’s specific offer or carve-out participation is not detailed in the proxy .

Performance Compensation

• Company framework (NEOs): 2023 Executive Bonus Plan targeted bonuses at 67% of base salary with quarterly payout based on Revenue and Adjusted EBITDA, equally weighted; no bonuses paid below 80% of target, linear payout from 80–200%; NEOs reportedly received $464,142 each for 2023, with each foregoing $10,000 (disclosure for CEO, President, CTO only) .
• Company framework (2024): There was no cash incentive plan for 2024, underscoring equity-centric incentives and cost discipline .
• Equity shift: Since the 2022 Merger, Wag! moved from stock options to RSUs with service-based vesting; RSU schedules for NEOs included one-third vesting on a specified date, with remaining quarters vesting over eight quarters, and performance-conditioned acceleration on 2024 incentive RSUs that did not trigger due to targets not being met (NEO disclosure) .
• Note: Allread’s individual performance metrics, plan participation, and payouts are not separately disclosed; details above reflect company/NEO frameworks .

Equity Ownership & Alignment

• Beneficial ownership: The proxy lists named executive officers and directors individually; Allread is not listed among NEOs, and his individual beneficial ownership is not disclosed. As of April 17, 2025, all executive officers and directors as a group (14 persons) beneficially owned 11,545,559 shares (20.7% of shares outstanding) .
• Hedging/pledging: The insider trading policy prohibits short sales, public options trading, hedging instruments, margin accounts, and pledging for covered persons; Section 16 covered persons (which includes executive officers) may not pledge company securities as collateral, supporting alignment and reducing leverage-driven selling risk .
• Ownership guidelines: The compensation committee oversees stock ownership guidelines applicable to executive officers; the nominating and corporate governance committee monitors directors’ guideline compliance. Specific multiples and Allread’s compliance status are not disclosed .

Employment Terms

• Executive agreements: The company states it has entered into employment agreements with its executive officers; detailed economic terms are elsewhere limited to NEO disclosures .
• Severance (NEO disclosure): Severance Letters provide, upon termination without “Cause,” six months of base salary continuation and up to six months of employer-portion COBRA premiums, subject to release and restrictive covenant compliance; “Cause” is defined (e.g., unauthorized disclosure, material policy breaches, willful misconduct, etc.) .
• Change-in-control (NEO carve-out plan): NEOs have fully vested interests in a 2020 Management Carve-Out Bonus Plan entitling a share of a 15% transaction proceeds pool, reduced by individual transaction proceeds; the plan includes protections for terminations without cause within three months prior to a transaction (NEO-only disclosure) .
• Note: Allread’s specific severance and change-in-control economics are not disclosed; statements above reflect company/NEO terms .

Investment Implications

• Alignment and selling pressure: Company-wide prohibitions on hedging, margin accounts, and pledging for executive officers reduce forced-selling and leverage risks and align executives with long-term equity performance, a positive governance signal for insider alignment and trading risk assessment .
• Pay-for-performance emphasis: Bonus constructs tied to Revenue and Adjusted EBITDA for NEOs and the shift to service-vested RSUs indicate a focus on operational performance and retention; the absence of a 2024 cash incentive plan underscores cost and dilution control priorities, though it may dampen near-term variable pay motivation for executives not captured in NEO disclosure .
• Disclosure gap for COO: As an EGC, Wag! limits detailed compensation and ownership disclosures to CEO/President/CTO; the lack of COO-specific data impedes granular pay-for-performance and selling pressure analysis, so monitoring future proxies and Form 4 filings is essential for trading signals and retention risk tracking .
• Governance and oversight: The compensation committee retains independent consultants (Compensation Strategies, Inc.) for benchmarking and oversees stock ownership guidelines, clawbacks, and succession planning; robust policy architecture mitigates compensation inflation risk and supports alignment, albeit with limited visibility into Allread’s individual constructs .