PetMed Express Appoints New CEO & President Jeffrey Willard

What Happened
PetMed Express, Inc. (PETS) announced that its Board approved the appointment of Jeffrey Allen Willard as Chief Executive Officer, President and director on August 27, 2026; his start date (Effective Date) is September 28, 2026. Mr. Willard, age 56, succeeds Leslie C.G. Campbell (who had been Interim CEO since August 2025). The company entered an Executive Employment Agreement dated August 28, 2026, that sets a three‑year initial term (auto‑renewing yearly unless nonrenewed) and defines salary, bonus, equity grants and severance terms. The company also issued a press release on September 17, 2026 regarding the appointment.

Key Details

• Base salary: $550,000 annually (subject to annual review).
• Signing bonus and relocation: $120,000 signing bonus (repayable if he leaves within 1 year) and $50,000 relocation allowance (repayable on a sliding scale if he departs within 2 years).
• Bonus and equity: target annual bonus = 75% of base salary (max 150%); initial equity inducements: 250,000 restricted shares (vest 1/3 each year) and up to 250,000 performance stock units (3‑year TSR vs. S&P 600 Specialty Retail Index). Ongoing LTIP target = $750,000 annually (50% restricted stock / 50% PSUs), subject to share caps (≤ $750k / stock price or ≤ 1.0% of outstanding shares).
• Severance and change‑of‑control: typical 12 months’ base pay + COBRA if fired without Cause or resign for Good Reason (24 months base pay if within 12 months after a Change of Control; additional COBRA rules apply). Special Change‑of‑Control equity treatment: if a Change of Control occurs on/after the 24‑month anniversary, unvested RSAs vest and PSUs vest at target or actual (whichever is greater); if before 24 months, unvested equity is forfeited but a $1,500,000 cash transaction bonus is payable only if per‑share deal consideration ≥ $4.00.
• Background & governance: Mr. Willard most recently served as CEO of Stewart MacDonald (Nov 2024–Sep 2026) and held senior ecommerce/marketing roles at Casper Sleep and Healthy Lifestyle Brands. He has not been a director of a public company in the past five years. He will be nominated to the Board while serving as CEO and will not receive additional director compensation.

Why It Matters
This is a material leadership change: a permanent CEO brings direction and may influence strategy, costs, and investor communications. The employment package includes significant up‑front cash and equity inducements plus ongoing incentive pay that tie compensation to stock performance (3‑year TSR vs. an index) — aligning pay with shareholder returns but also creating potential dilution from equity grants. The severance and Change‑of‑Control provisions create potential cash obligations the company would face under certain terminations or transactions. Retail investors should note the effective date (Sept 28, 2026), the compensation structure, and the performance metrics that will govern future equity payouts.