Mazi Arjomand
About Mazi Arjomand
Maziar (Mazi) Arjomand is Chief Technology Officer of Wag! Group Co. (PET), age 32 as of April 17, 2025; he has served as Wag!’s CTO since August 2022 and previously as Legacy Wag!’s CTO from December 2019 to August 2022. He holds a B.S. in Computer Engineering and Science from Santa Clara University, with prior engineering leadership roles at Vetary and Finrise, and engineering roles at Agawi (acquired by Google) and Redbeacon (acquired by Home Depot) . Company performance in 2024: revenues fell 16.0% to $70.5 million and Adjusted EBITDA turned to a loss of $1.1 million (from +$0.7 million in 2023); Platform Participants declined 25.8% year-over-year to 445,600 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wag! Group Co. | Chief Technology Officer | Aug 2022–present | Senior technology leadership; continued post-SPAC merger |
| Legacy Wag! | Chief Technology Officer | Dec 2019–Aug 2022 | Led tech through growth; transitioned to public company via merger |
| Vetary | Chief Technology Officer | 2015–2017 | Marketplace for pet-care financing; CTO role |
| Finrise | Chief Technology Officer | 2015–2017 | CTO; technology leadership |
| Agawi | Engineering | 2012–2014 | Company acquired by Google (indicator of product/tech value) |
| Redbeacon | Engineering Lead | 2014–2015 | Company acquired by Home Depot (product integration potential) |
External Roles
No external public company directorships or other board roles disclosed for Arjomand in the proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 386,538 | 400,000 |
| Bonus ($) | — | — |
| Stock Awards – Grant-Date Fair Value ($) | 587,500 | 109,172 |
| Non-Equity Incentive Plan Compensation ($) | 464,142 | — (no cash incentives in 2024) |
| All Other Compensation ($) | 2,000 | 1,000 |
| Total Compensation ($) | 1,440,180 | 510,172 |
- Offer Letter: at-will employment; initial base salary of $500,000 (later reduced during COVID, reinstated to $350,000 in 2022; increased to $400,000 effective April 2023) .
- 2024 executive cash incentive plan: none; no bonus paid .
Performance Compensation
RSU Awards and Vesting
| Grant | Grant Date | Shares (#) | Vesting Schedule | Performance Linkage |
|---|---|---|---|---|
| Incentive RSU | Feb 12, 2024 | 165,000 | 100% vests on Feb 18, 2026, service condition | Vesting would have accelerated by up to 1 year if 2024 revenue and adjusted EBITDA targets met; targets not met; no acceleration |
| Refresh RSU | May 11, 2024 | 293,710 | 33% vests on May 18, 2025; remaining vests in equal quarterly installments over next 8 quarters, service condition | Time-based; no performance condition disclosed |
| Prior RSU | Aug 4, 2023 | 146,563 | 33% vested Aug 18, 2024; balance vests quarterly over next 8 quarters | Time-based |
| Prior RSU | Dec 1, 2022 | 119,048 | 25% vested May 18, 2023; balance vests quarterly over next 9 quarters | Time-based |
- Change-in-control treatment: under the 2022 Plan, if awards are not assumed or substituted by a successor, restrictions lapse (accelerated vesting) .
Stock Options
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Aug 9, 2022 | 1,482,983 | — | 0.09 | Mar 17, 2030 |
| Aug 9, 2022 | 46,343 | — | 0.16 | Mar 01, 2031 |
| Aug 9, 2022 | 19,441 | — | 2.86 | May 05, 2029 |
| Aug 9, 2022 | 88,318 | — | 3.05 | Aug 27, 2028 |
| Aug 9, 2022 | 8,885 | — | 2.23 | Aug 15, 2027 |
- Equity plan supply context: as of Dec 31, 2024, 7,218,485 RSUs outstanding and 4,993,187 options outstanding; weighted-average option exercise price $0.51; 7,927,793 shares remain available for future issuance across plans .
Pay-for-Performance Linkage
| Metric | Weighting | Target | Actual | Payout Impact | Vesting Impact |
|---|---|---|---|---|---|
| Revenue (2024) | Not disclosed | Not disclosed | $70.5M | No acceleration (targets not met) | Feb 2024 RSUs did not accelerate |
| Adjusted EBITDA (2024) | Not disclosed | Not disclosed | $(1.1)M | No acceleration (targets not met) | Feb 2024 RSUs did not accelerate |
Equity Ownership & Alignment
| Ownership Component | Amount | Details |
|---|---|---|
| Beneficial shares | 1,886,832 | Includes options exercisable within 60 days, RSUs vesting within 60 days, and shares held |
| % of shares outstanding | 3.6% | Based on 50,739,113 shares outstanding as of Apr 17, 2025 |
| Options exercisable (within 60 days) | 1,270,970 | May be acquired via option exercise |
| RSUs vesting (within 60 days) | 157,544 | May be acquired via vesting/settlement |
| Shares held | 458,318 | Direct holdings |
| Hedging/pledging policy | Prohibited (short sales, derivatives; Section 16 insiders may not pledge) | Insider trading policy prohibits hedging; pledging barred for Section 16 insiders |
| Stock ownership guidelines | Committee approves/oversees guidelines (specific multiples not disclosed) | Compliance status not disclosed |
Upcoming vesting creates potential supply: 33% of the 293,710 RSUs vested on May 18, 2025 with remaining quarterly vesting over eight quarters; 165,000 RSUs cliff vest on Feb 18, 2026 .
Employment Terms
| Term | Provision |
|---|---|
| Offer Letter | At-will employment; Offer Letter dated Jan 6, 2020; initial base salary $500,000; subsequent reductions/reinstatements; increased to $400,000 in Apr 2023 |
| Severance (without Cause) | Six months of base salary continuation; Company-paid COBRA premiums (employer portion) up to six months; subject to release and restrictive covenants |
| Change-in-Control cash bonus | Participation in 2020 Management Carve-Out Bonus Plan: vested percentage interest 26.667% of pool; pool equals 15% of aggregate transaction proceeds; bonus equals vested share of pool less individual transaction proceeds; remains eligible if termination without Cause within three months prior to change in control |
| Equity acceleration at CoC | Under 2022 Plan, if awards are not assumed/substituted by successor, restrictions lapse (accelerated vesting) |
| Cause definition | Includes unauthorized disclosure of confidential info causing material harm; material breach; policy violations; felony; gross negligence/willful misconduct; failure to perform; failure to cooperate in investigations |
| Cash incentive plan (2024) | No cash incentive plan; no bonus earned |
| Benefits/perqs | Same as employees (medical/dental/vision; life/AD&D; disability; HSA; wellness incentive; home internet allowance); no executive-specific perquisites |
| Pension/SERP | None; 401(k) with company match (100% of first 3% up to $1,000 in 2024) |
| Deferred comp | None |
| Hedging/pledging | Prohibited per insider trading policy; Section 16 insiders cannot pledge |
| Say-on-pay | As EGC/smaller reporting company, not required to hold say-on-pay votes |
Investment Implications
- Alignment: Arjomand’s 3.6% beneficial ownership and large tranche of low-strike options (e.g., $0.09, $0.16) indicate material equity exposure; hedging/pledging prohibitions are positive for alignment .
- Retention and selling pressure: Near-term quarterly vesting from the 293,710 RSU refresh grant and the Feb 2026 cliff for 165,000 RSUs create periodic supply; monitor Form 4 filings for sales around vest dates .
- Pay-for-performance: 2024 revenue and Adjusted EBITDA targets were not achieved, preventing RSU acceleration—evidence of performance gating and reduced windfalls during a down year (revenues down 16%, Adjusted EBITDA turned negative) .
- Change-in-control incentives: The carve-out plan pays a portion of transaction proceeds (15% pool) to executives based on vested percentages, less individual proceeds, and awards may accelerate if not assumed—this structure creates deal-centric incentives to consider strategic alternatives during underperformance .
- Execution risk context: Company metrics deteriorated in 2024 (revenue -16%, Adjusted EBITDA loss, Platform Participants -25.8%), heightening pressure on management to arrest declines; Arjomand’s long tenure as CTO since 2019 puts accountability on product, platform, and monetization initiatives .