Document

DEF 14A 1 weavedefproxyfilingapril20.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant ☐

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

WEAVE COMMUNICATIONS, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)


Payment of Filing Fee (Check all boxes that apply):

þ			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 9, 2024

To Our Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders, or the Annual Meeting, of Weave Communications, Inc. The Annual Meeting will be held at 1331 W Powell Way, Lehi, Utah 84043 on Wednesday, May 22, 2024 at 10:00 a.m. Eastern Time.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. The Annual Meeting materials include the notice, the proxy statement, our annual report and the proxy card, each of which is enclosed.

Please use this opportunity to take part in our affairs by voting on the business to come before the Annual Meeting. You will receive a Notice of Internet Availability of Proxy Materials, or the Notice, which we expect to mail on or about April 12, 2024, unless you have previously requested to receive our proxy materials in paper form. Our board of directors has fixed the close of business on March 25, 2024 as the record date for the Annual Meeting, or the Record Date, and only stockholders of record as of the Record Date may vote at the Annual Meeting and any postponements or adjournments of the meeting. All stockholders are cordially invited to participate in the Annual Meeting and any postponements or adjournments of the meeting. However, to ensure your representation at the Annual Meeting, please vote as soon as possible by using the internet or telephone, as instructed in the Notice. Alternatively, you may follow the procedures outlined in the Notice to request a paper proxy card to submit your vote by mail. Returning the paper proxy card or voting electronically does NOT deprive you of your right to attend and vote your shares on the matters acted upon at the meeting. Your vote is important. All stockholders are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend and participate in the Annual Meeting, please vote as soon as possible by submitting your proxy electronically via the Internet or by telephone by following the instructions in the Notice or if you asked to receive the proxy materials in paper form, please complete, sign and date the proxy card and return it in the postage paid envelope provided.

Sincerely,

Brett White
Chief Executive Officer


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 22, 2024: THE PROXY STATEMENT, PROXY CARD AND ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 ARE AVAILABLE FREE OF CHARGE AT WWW.INVESTORVOTE.COM.


Time and Date:	Wednesday, May 22, 2024 at 10:00 a.m. Eastern Time.

Place:	The Annual Meeting will be held on Wednesday, May 22, 2024 at 10:00 a.m. Eastern Time at 1331 W Powell Way, Lehi, Utah 84043.

Items of Business:	1.	Elect the two Class III directors listed in the accompanying proxy statement, each to serve a three-year term expiring at the 2027 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

	2.	Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Weave Communications, Inc. for the fiscal year ending December 31, 2024.

	3.	Transact any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Record Date:	Only stockholders of record at the close of business on March 25, 2024 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

Proxy Voting:	Each share of common stock that you own represents one vote.

	For questions regarding your stock ownership, you may contact us through our Investor Relations section of our website at https://investors.getweave.com/investor-resources/contact-ir or, if you are a registered holder, contact our transfer agent, Computershare Trust Company, N.A., through its website at www.computershare.com or by phone at (800) 736-3001.



Brett White Chief Executive Officer			Stuart C. Harvey Jr. Chairperson of the Board


GENERAL PROXY INFORMATION			1
Information About Solicitation and Voting			1
Internet Availability of Proxy Materials			1
Questions and Answers About the Meeting and Related Topics			1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			11
Corporate Governance Guidelines			11
Board Leadership Structure			11
Our Board of Directors’ Role in Risk Oversight			11
Independence of Directors			12
Committees of Our Board of Directors			12
Presiding Director of Non-Employee Director Meetings			15
Compensation Committee Interlocks and Insider Participation			15
Board and Committee Meetings and Attendance			15
Board Attendance at Annual Meeting of Stockholders			15
Communication with Directors			15
Global Code of Conduct			16
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS			17
Nomination to the Board of Directors			17
Director Qualifications			17
PROPOSAL ONE: ELECTION OF DIRECTORS			19
Nominees to Our Board of Directors			19
Director Compensation			22
Non-Employee Director Compensation Arrangements			23
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			25
Independent Registered Public Accounting Firm Fees and Services			25
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			27
EXECUTIVE OFFICERS			31
EXECUTIVE COMPENSATION			33
Summary Compensation Table			33
Bonus Plans			34
Executive Employment Arrangements			35
Potential Payments Upon Termination or Change in Control			35
Hedging and Pledging Policy			37
Outstanding Equity Awards at Fiscal Year‑End Table			38
Equity Compensation Plan Information			40
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			42
Indemnification Agreements			42
Review, Approval or Ratification of Transactions with Related Parties			42
DELINQUENT SECTION 16(A) REPORTS			43
REPORT OF THE AUDIT COMMITTEE			44
ABOUT THIS PROXY STATEMENT			45
ADDITIONAL INFORMATION			45
OTHER MATTERS			45


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2) (3)	Option Awards ($)	Total ($)
Stuart C. Harvey Jr.	59,000	184,131	—	243,131
Blake G Modersitzki	47,000	184,131	—	231,131
Tyler Newton(4)	59,000	184,131	—	243,131
George P. Scanlon	55,000	184,131	—	239,131
David Silverman(4)	49,000	184,131	—	233,131
Debora Tomlin	41,000	184,131	—	225,131


Name	Shares Subject to Outstanding Stock Options	Unvested Restricted Stock Units
Stuart C. Harvey Jr.	91,110	24,356
Blake G Modersitzki	—	24,356
Tyler Newton	—	24,356
George P. Scanlon	—	63,931
David Silverman	—	24,356
Debora Tomlin	79,999	24,356


	Year Ended December 31,
	2023		2022
Audit Fees(1)	$	1,060,000	$	1,155,716
Audit-Related Fees(2)	–		–
Tax Fees(3)	–		–
All Other Fees(4)	965		965
Total Fees	$	1,060,965	$	1,156,681


Name of Beneficial Owner	Common Stock	% of Total Voting Power
5% Stockholders

Entities affiliated with Crosslink Capital(1)	9,643,777	13.6
Entities affiliated with Catalyst Investors Partners IV, L.P.(2)	8,483,136	11.9
Entities affiliated with Bessemer Venture Partners(3)	7,137,699	10.1
Entities affiliated with Pelion Ventures VI, L.P.(4)	5,545,371	7.8

Erin Goodsell(5)	256,676	*
Stuart C. Harvey Jr.(6)	159,595	*
Matt Hyde(7)	68,573	*
Blake G Modersitzki(4)(8)	5,637,085	7.9
Branden Neish(9)	238,089	*
Tyler Newton(1)	8,547,013	12.0
George P. Scanlon(10)	63,930	*
David Silverman(2)	9,643,777	13.6
Alan Taylor(11)	573,602
Debora Tomlin(12)	145,827	*
Brett White(13)	859,863	1.2

All executive officers and directors as a group (10 persons)(14)	26,125,457	36.3


Name and Principal Position(1)	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($)(2)	Option Awards ($)	Non-equity incentive plan compensation(3)	All Other Compensation ($)(5)	Total ($)
Brett White Chief Executive Officer	2023	468,768	—	3,786,643	—	893,000	13,242	5,161,653
	2022	289,967	321,413	10,040,167	—	—	27,418	10,678,965

Alan Taylor Chief Financial Officer	2023	378,318	—	851,858	—	221,500	13,236	1,464,912


Branden Neish Chief Product and Technology Officer	2023	358,347	—	497,000	—	230,500	13,267	1,099,114


Matt Hyde Former Chief Revenue Officer	2023	298,193	—	1,419,929	—	—	12,675	1,730,797
	2022	312,512	—	1,749,530	274425	150,000	7,589	2,495,418


Name	Target Bonus	Bonus Payout	Plan
Brett White	$475,000	$893,000	CEO Bonus Plan
Matt Hyde	$172,500	(1)	2023 Bonus Plan
Alan Taylor	$153,600	$221,500	2023 Bonus Plan
Branden Neish	$144,000	$230,500	2023 Bonus Plan


		Option Awards(1)				Stock Awards(1)
		Number of Securities Underlying Unexercised Options				Equity Incentive Plan Awards
Name	Grant Date	Exercisable	Unexercisable	Exercise Price(2)	Expiration Date	Number of unearned shares, units or other rights that have not vested		Market or payout value of unearned shares, units or other rights that have not vested(3)
Brett White	7/14/2020(4)	91,110	15,556	$4.324	7/13/2030	—		—
	5/5/2022(5)	—	—	—	—	583,363		$6,691,174
	9/30/2022(6)	—	—	—	—	369,657		$4,239,966
	4/1/2023(7)	—	—	—	—	761,900		$8,738,993

Alan Taylor	12/23/2020(8)	10,500	3,500	$4.324	12/22/2030	—	—	—
	11/12/2021(9)	—	—	—	—	36,570		$419,458
	3/17/2022(10)	—	—	—	—	2,776		$31,841
	3/17/2022(10)	—	—	—	—	87,955		$1,008,844
	4/1/2023(7)	—	—	—	—	171,400		$1,965,958

Branden Neish	5/6/2022(5)	—	—	—	—	253,920		$2,912,462
	4/1/2023(7)	—	—	—	—	100,000		$1,147,000

Matt Hyde	—	—	—	—	—	—		—


	(a)	(b)	(c)
Plan Category	Number of securities to be issued upon exercise or settlement of outstanding options, warrants and rights	Weighted‑average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
Equity compensation plans approved by security holders (1)	9,345,583	$3.82(2)	13,365,846(3)
Equity compensation plans not approved by security holders(4)	—	—	6,750,000
Total	9,345,583	$3.82	20,115,846

SEC Form DEF 14A filed by Weave Communications Inc.