Garrett Smallwood
About Garrett Smallwood
Garrett Smallwood is the Chief Executive Officer and Chairperson of Wag! Group Co. (ticker: PET). He has served as CEO and Chair since August 2022, after serving as CEO of Legacy Wag! from December 2019 to August 2022; he is 34 years old . Under his tenure, Wag! reports cumulative revenue growth of over 251% from 2021 to 2024, but also a 2024 net loss of $17.6 million, Nasdaq compliance risks prompting a proposed reverse split, and “substantial doubt” regarding going concern absent refinancing or capital raises . He previously co-founded Finrise (acquired by Wag!), led operations at Pillow (acquired by Expedia/HomeAway), and held product roles at Redbeacon (acquired by The Home Depot) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wag! Group Co. / Legacy Wag! | Chief Executive Officer; Chairperson | CEO Dec 2019–present; Chair since Aug 2022 | Led transition to public company, expanded platform and wellness ecosystem . |
| Finrise | CEO & Co-founder | 2015–2017 | Built healthcare financing business; acquired by Wag! . |
| Pillow (acquired by Expedia via HomeAway) | VP of Operations | 2014–2015 | Scaled multi-family short-term rental operations pre-acquisition . |
| Redbeacon (acquired by The Home Depot) | Product Manager | 2010–2015 | Product leadership in home services marketplace pre-acquisition . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NFX (seed fund) | Entrepreneur-in-Residence; investor/advisor | Jan 2016–Nov 2019 | Network/equity exposure to early-stage marketplaces . |
| San Francisco SPCA | Board Member | Not disclosed | Animal welfare non-profit governance . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 386,538 | 400,000 |
| Target Bonus (% of Salary) | 67% target under 2023 Executive Bonus Plan | No cash incentive plan for 2024 |
| Actual Cash Bonus ($) | 464,142 (NEO payout) | — (no plan) |
Notes: As an emerging growth company, PET does not hold advisory say-on-pay votes yet .
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2023 Executive Bonus Plan (cash) | Revenue, Adjusted EBITDA | 50% / 50% | 67% of base salary target; 0–200% linearly | $464,142 paid to each NEO, including Smallwood (he and peers each forfeited $10,000) | Paid quarterly within 60 days of quarter-end . |
| 2024 “Incentive” RSU grants (165,000) | Acceleration trigger: 2024 Revenue and Adj. EBITDA | N/A | Acceleration up to 1 year if 2024 targets achieved | Targets not met; no acceleration | 100% vests Feb 18, 2026 (time-based) (note (7)). |
| 2024 Refresh RSU grants (293,710) | Service-based | N/A | N/A | N/A | 33% vests May 18, 2025; remainder vests in equal quarterly installments over next 8 quarters (note (8)). |
Other compensation practices: Company provides standard employee benefits and 401(k) match (100% on first 3% up to $1,000 in 2024); no executive-specific perquisites .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership (4/17/2025) | 1,748,739 shares (3.4% of outstanding) . |
| Composition | 1,256,466 options exercisable; 157,544 RSUs vesting within 60 days; 334,729 shares held directly . |
| Shares Outstanding Reference | 50,739,113 shares outstanding as of 4/17/2025 . |
| Upcoming Time-based Vesting (major) | 33% of 2024 refresh RSUs on May 18, 2025; remainder quarterly over 8 quarters; 100% of 2024 incentive RSUs on Feb 18, 2026 . |
| Hedging/Pledging | Hedging prohibited; Section 16 officers may not pledge PET securities or hold on margin under insider trading policy . |
| 10b5-1 / Trading Windows | Trades by directors/officers require pre-clearance and are limited to window periods; 10b5-1 plans allowed with pre-approval . |
| Ownership Guidelines | Compensation Committee oversees executive stock ownership guidelines (policy oversight disclosed; numerical multiples not disclosed) . |
Equity Grants and Vesting Detail (Selected)
| Grant Type | Grant Date | Shares | Vesting Schedule | Notes |
|---|---|---|---|---|
| RSU (2022 Plan) | Dec 1, 2022 | 119,048 | 25% on May 18, 2023; remainder in equal quarterly installments over next 9 quarters (time-based) (note (5)). | Unvested balance shown as of 12/31/2024 . |
| RSU (refresh) | Aug 4/7, 2023 | 146,563 (Smallwood) | 33% on Aug 18, 2024; remainder in equal quarterly installments over next 8 quarters (note (6)). | |
| RSU (incentive) | Feb 13, 2024 | 165,000 | 100% vests Feb 18, 2026; acceleration up to 1 year if 2024 Revenue and Adj. EBITDA targets achieved (not achieved) (note (7)). | |
| RSU (refresh) | May 11, 2024 | 293,710 | 33% on May 18, 2025; remainder in equal quarterly installments over next 8 quarters (note (8)). |
Stock Options (Legacy Plan Tranches)
| Options (Exercisable at 12/31/2024) | Exercise Price ($) | Expiration |
|---|---|---|
| 1,251,524 | 0.09 | Mar 17, 2030 |
| 46,343 | 0.16 | Mar 1, 2031 |
| 75,413 | 2.86 | May 5, 2029 |
| 24,301 | 3.05 | Aug 27, 2028 |
| 8,885 | 2.23 | Aug 15, 2027 |
Notes: All options originated under Legacy Wag! 2014 Plan and were converted at the business combination (note (1)).
Employment Terms
- Offer Letters (2020) and Severance Letters: At-will; provide base salary; annual incentive eligibility; severance if terminated without “Cause”: six months of base salary continuation plus up to six months of employer-portion COBRA premiums, subject to a general release and mitigation if the executive gains new coverage .
- Change-in-Control (CIC) Treatment: Under the 2022 Omnibus Plan, if awards are not assumed or substituted in a merger/CIC, outstanding employee awards accelerate (restrictions lapse) . Director RSUs fully vest on a CIC under the 2022 Plan .
- 2020 Management Carve-Out Bonus Plan: Each of Smallwood, Storm, and Arjomand holds a 26.667% interest in a pool equal to 15% of aggregate transaction proceeds in a qualifying Change of Control Transaction (as defined) less the executive’s individual transaction proceeds; Smallwood’s award was 25% vested at grant with the remainder vesting monthly and is now fully vested; eligibility preserved if a no-cause termination occurs within 3 months prior to a CIC .
- Clawback and Ownership Policies: Compensation Committee has authority to review and implement clawback policies and to approve/oversee executive stock ownership guidelines .
- Hedging/Pledging/Insider Trading: Prohibitions on short sales, derivatives, hedging, and (for Section 16 insiders) pledging; window-period trading, pre-clearance, and optional Rule 10b5-1 plans .
Performance & Track Record
- Strategic expansion: Wag! broadened from on-demand pet services into pet wellness (Petted.com insurance comparison) and veterinary prescription software (Furmacy), and into pet food/treat advisory via Dog Food Advisor (and Cat Food Advisor), supporting diversification of the platform .
- Growth and profitability: Reported >251% revenue growth from 2021 to 2024, but continued net losses, including $17.6 million in 2024 and a going-concern warning pending refinancing before August 2025 debt maturity .
- Listing compliance: Received Nasdaq deficiency notices for bid price and market value metrics; seeking authorization to implement a 1-for-10 to 1-for-20 reverse split by Sep 30, 2025 to address minimum bid price .
Compensation Committee & Governance Notes
- Compensation Committee: Members in 2024 were Jocelyn Mangan (Chair), Brian Yee, and Melinda Chelliah; held six meetings; used Compensation Strategies, Inc. (CSI) for peer benchmarking and program design; oversight covers clawbacks, ownership guidelines, HCM topics, and SOP-related matters .
- Board structure: Smallwood serves as both CEO and Chair; independent Lead Director (Jocelyn Mangan) provides counterbalance and chairs executive sessions .
- Say-on-Pay: As a smaller reporting and emerging growth company, PET is not required to conduct say-on-pay votes yet .
Related Party/Red Flags (select)
- Liquidity/Leverage: Senior secured loan (Blue Torch) maturing Aug 2025 secured by substantially all assets; failure to refinance could permit foreclosure on collateral; going-concern explanatory paragraph by auditor increases financing risk .
- Hedging/Pledging: Prohibited, reducing misalignment risks from collateralized positions by insiders .
- Insider Trading Controls: Pre-clearance, windows, and 10b5-1 approval processes are in place .
Investment Implications
- Pay-for-performance alignment: Elimination of cash bonuses in 2024 and missed RSU acceleration targets (revenue and Adjusted EBITDA) show downside sensitivity; core equity is predominantly time-based RSUs post-SPAC rather than options, lowering risk for the executive but maintaining equity linkage .
- Near-term selling pressure: The 33% cliff vest of 2024 refresh RSUs on May 18, 2025 and subsequent quarterly vesting through 2027, plus a 100% vest on Feb 18, 2026 from the 2024 incentive RSUs, create regular new share availability; while hedging/pledging is prohibited, sales under 10b5-1 plans could occur and should be monitored for supply impact .
- Retention and CIC economics: Standard severance (six months salary plus COBRA) is modest; however, the fully vested Management Carve-Out Plan could yield material cash proceeds upon a qualifying CIC (15% of transaction value pool shared among plan participants, net of individual proceeds), potentially incentivizing strategic alternatives in stress scenarios .
- Risk overhangs: Going concern, August 2025 debt maturity, and Nasdaq compliance/regained-listing efforts (reverse split) heighten execution and financing risk; these factors could influence compensation decisions (e.g., emphasis on retention RSUs) and trading signals (insider plan sales vs. accumulation) .
Key monitoring items: (1) 10b5-1 plan filings and Form 4s around the May 18, 2025 vest and thereafter; (2) any refinancing or equity raise tied to Blue Torch maturity; (3) compensation plan changes (introduction of explicit performance RSUs with quantified targets) in the next proxy; (4) progress on Nasdaq compliance and effectuation of reverse split.