Brian Camire
WM TECHNOLOGYAbout Brian Camire
Brian Camire is General Counsel and Secretary at WM Technology (MAPS), serving in this role since June 2021 after serving as Legacy WMH’s General Counsel from May 2019 to June 2021. He is 46 years old as of April 28, 2025, and holds a B.A. in Mathematics from Northwestern University and a J.D. from the University of Michigan Law School . His annual incentives are tied to company and individual performance, with 2024 cash bonuses based 50% on company metrics (Revenue, Adjusted EBITDA, year-end cash) and 50% on individual performance; the Compensation Committee determined 2024 goals achieved at 90% (80% on company metrics, 100% on individual), resulting in a $184,950 bonus versus a $205,000 target . In 2023, approximately 33% of his target total direct compensation was variable “at‑risk,” reflecting alignment to performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WM Technology, Inc. (MAPS) | General Counsel & Secretary | Jun 2021 – Present | Signed 2025 Proxy materials, evidencing corporate governance leadership . |
| Ghost Management Group LLC / Legacy WMH | General Counsel | May 2019 – Jun 2021 | Party to Exchange Agreement among unit holders at Business Combination closing . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Snap Inc. | Corporate Counsel; Associate General Counsel | Mar 2015 – May 2016; May 2016 – Apr 2019 | Senior legal roles at a public technology company . |
| Cooley LLP | Associate Attorney | Jan 2011 – Feb 2015 | Corporate/technology legal practice experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $410,000 | $410,000 | $410,000 |
| Bonus ($) | $0 | $45,100 | $184,950 |
| Stock Awards ($) | — | $865,218 | — |
| Non‑Equity Incentive Plan ($) | $11,531 | $136,325 | — |
| All Other Compensation ($) | $13,384 | $12,111 | $14,238 |
| Total Compensation ($) | $434,915 | $1,468,754 | $612,342 |
- 2025 adjustment: The Compensation Committee approved an increase of Mr. Camire’s annual base salary to $450,000 on March 5, 2025 .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting / Notes |
|---|---|---|---|---|---|---|
| Short‑Term Incentive (STIP) – 2024 | Company performance (Revenue, Adjusted EBITDA, Year‑end Cash) | 50% | Included in target bonus | 80% achievement | Contributed to 90% total payout | Cash bonus; non‑GAAP Adjusted EBITDA defined in 10‑K |
| Short‑Term Incentive (STIP) – 2024 | Individual performance | 50% | Included in target bonus | 100% achievement | Contributed to 90% total payout | Cash bonus |
| Short‑Term Incentive (STIP) – 2024 Outcome | Bonus Target ($) | — | $205,000 | $184,950 | 90% of target | Approved March 2025 |
| Short‑Term Incentive (STIP) – 2023 | Revenue (50%) / Adjusted EBITDA (50%); Cash as minimum condition | 100% of STIP | Range up to $307,500 potential | $136,325 paid (actual) | Based on FY23 targets | Cash bonus |
- Equity incentive design: time‑based RSUs are standard; PRSUs have been used historically (and in 2024 for the CEO), aligning equity value to stock price performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Class A) | 933,065 shares; less than 1% of Class A . |
| Outstanding RSUs (12/31/2024) | 382,358 unvested RSUs; market value $527,654 (at $1.38 per share) . |
| RSU Vesting Schedule | Remaining unvested RSUs vest in seven equal quarterly installments beginning Feb 15, 2025, subject to continued service . |
| Options (Grant 11/12/2019) | 433,840 exercisable; $8.03 strike; expiration not shown in table; unexercisable 0 . |
| Options (Grant 12/8/2020) | 247,909 exercisable; $10.00 strike; unexercisable 0 . |
| In‑the‑Money Value (12/31/2024) | Stock closed at $1.38; options at $8.03 and $10.00 are out‑of‑the‑money (zero intrinsic value) . |
| Pledging / Hedging | No pledging disclosed in the proxy statements reviewed . |
| Ownership Guidelines | Not disclosed in the proxy statements reviewed. |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Offer letter dated April 4, 2019 with Ghost Management Group, LLC; base salary $350,000 initially, increased to $410,000, further increased to $450,000 in March 2025; eligible for standard employee benefit plans . |
| Severance Plan – Regular Termination | 9 months base salary ($307,500), 75% of target bonus ($153,750), 9 months health premiums ($16,841); equity not accelerated; total $478,091 (values at 12/31/2023) . |
| Severance Plan – Change‑in‑Control Termination (Double Trigger) | 12 months base salary ($410,000), 100% of target bonus ($205,000), 12 months health premiums ($22,454), full equity acceleration (PRSUs at target) valued $474,996; total $1,112,450 (values at 12/31/2023) . |
| CIC Period Definition | Three months before to 12 months after a “change in control” (as defined in the 2021 Equity Plan) . |
| Clawback Policy | Incentive Compensation Recoupment Policy adopted in 2023 per Dodd‑Frank/Nasdaq rules . |
| Pension / Deferred Comp | No pension/SERP; participation in 401(k) plan . |
| Perquisites (Examples) | 2024 life insurance premium $806; 401(k) match $13,432; 2023 life insurance $561; 401(k) match $11,550 . |
Investment Implications
- Pay‑for‑performance alignment: 2024 bonus design split evenly between company metrics (Revenue, Adjusted EBITDA, Cash) and individual performance, with a 90% payout on a $205,000 target; this links Camire’s cash incentives to operational outcomes while preserving discretion for individual contributions .
- Equity‑based alignment with limited near‑term option leverage: As of year‑end 2024, 382,358 RSUs vest quarterly starting Feb 2025, creating regular potential liquidity events, while legacy options at $8.03 and $10.00 are far out‑of‑the‑money at a $1.38 share price—implying negligible exercise‑driven selling pressure and stronger alignment via RSUs .
- Retention vs. change‑of‑control economics: Regular termination provides 9 months salary and 75% of target bonus; change‑in‑control termination provides 12 months salary, 100% of target bonus, 12 months health premiums, and full equity acceleration (double trigger), balancing retention with protection in transactional scenarios .
- Ownership stake and pledging: Beneficial ownership is <1% of Class A, with no pledging disclosed, suggesting modest direct “skin‑in‑the‑game” but clean alignment practices (no collateralization risk) .
- 2025 salary move: The March 2025 increase to $450,000 raises fixed compensation while variable pay historically comprises a meaningful share (33% in 2023), indicating continued reliance on at‑risk components for performance alignment .
Overall, Camire’s compensation mix emphasizes cash incentives tied to core financial levers and time‑based RSUs with scheduled vesting, while CIC terms and clawback policy reflect standard governance protections and disciplined risk alignment .