Douglas Francis
WM TECHNOLOGYAbout Douglas Francis
Douglas Francis (age 47) is MAPS’ co-founder, Chief Executive Officer (since Nov 2024), and Chairperson of the Board (director since Jun 2021); he previously served as Executive Chair (Aug 2022–Nov 2024), CEO of Legacy WMH (2016–2019) and President (2009–2016). He holds a B.S. in Business Administration and Management from Chapman University . Under his leadership, MAPS delivered Q2 2025 Adjusted EBITDA of $11.7M, net income of $2.2M, ended the quarter with $59M cash and no debt, and cited 11 consecutive quarters of adjusted EBITDA profitability and eight consecutive quarters of positive cash flow, despite industry headwinds . Pay-versus-performance disclosures show 2024 net income of $12.2M and a cumulative TSR value of $23.08 for a $100 investment as of year-end 2024 (vs. $12.04 in 2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| WM Technology, Inc. (MAPS) | Chief Executive Officer; Chairperson, Director | CEO since Nov 2024; Director since Jun 2021 | Returned to day-to-day leadership; combined CEO/Chair role to expedite execution; Lead Independent Director role established to balance governance . |
| WM Technology, Inc. | Executive Chair (Principal Executive Officer) | Aug 2022–Nov 2024 | Oversaw transition, strategy, and leadership re-alignment prior to CEO appointment . |
| WM Holding Company, LLC (Legacy WMH) | Chief Executive Officer | Feb 2016–Mar 2019 | Led expansion of Weedmaps/WMH platform; institutional knowledge as co-founder . |
| WM Holding Company, LLC (Legacy WMH) | President | Jan 2009–Feb 2016 | Early operational leadership building core marketplace and software infrastructure . |
External Roles
| Organization | Role | Years (as disclosed) | Notes |
|---|---|---|---|
| WM Founders Legacy I, LLC | Manager | As of filings dated 02/20/2025 and 08/20/2025 | Entity controlled by Francis; holds MAPS equity interests . |
| Genco Incentives, LLC | Manager | As of filings dated 02/20/2025 and 08/20/2025 | Entity controlled by Francis; holds MAPS equity interests . |
| Ghost Media Group, LLC | Co-controller/Manager | As of filing dated 08/20/2025 | Entity jointly controlled with co-founder; holds MAPS equity interests . |
| Rebecca Francis Legacy Trust | Investment Trustee | As of filing dated 08/20/2025 | Trust reported as beneficial owner with Francis as investment trustee . |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base salary | $987,346 | Annual base decreased to $750,000 effective Nov 7, 2024 (from $1,020,000 prior) . |
| Target bonus % | 100% of base salary | Based on base salary in effect at Nov 7, 2024 . |
| Target bonus ($) | $750,000 | 50% company metrics; 50% individual . |
| Actual 2024 bonus (STIP) | $675,000 (90% of target) | Company goal achievement at 80% across Revenue, Adjusted EBITDA, and Cash; individual at 100%; committee set payout at 90% . |
| 2023 discretionary bonus (paid in 2024) | $835,000 | Discretionary award recognizing 2023 performance while Executive Chair/PEO . |
Performance Compensation
Annual Cash Incentive (2024 STIP)
| Metric | Weighting | Target (design) | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Company: Revenue | Part of 50% corporate | Corporate metrics (Revenue, Adj. EBITDA, Cash) | Corporate achieved 80% | Paid Mar 2025 . |
| Company: Adjusted EBITDA | Part of 50% corporate | Corporate metrics (Revenue, Adj. EBITDA, Cash) | Corporate achieved 80% | Paid Mar 2025 . |
| Company: Cash (year-end) | Part of 50% corporate | Corporate metrics (Revenue, Adj. EBITDA, Cash) | Corporate achieved 80% | Paid Mar 2025 . |
| Individual performance | 50% | Individual goals | 100% | Paid Mar 2025 . |
| Total payout | — | Target $750,000 | 90% of target = $675,000 | — |
Equity Awards
| Type | Grant date | Units | Grant-date fair value | Vesting schedule | Performance conditions |
|---|---|---|---|---|---|
| RSUs | Nov 7, 2024 | 4,342,391 | $3,343,641 | 12 equal quarterly vesting installments from Feb 15, 2025 (3-year schedule), subject to continuous service . | Time-based only . |
| PRSUs (market condition) | Nov 7, 2024 | 4,342,391 | $1,650,109 | Vest upon stock-price milestones during 11/7/2024–12/31/2027; forfeiture if unachieved or upon termination before determination . | 50% vests at 30-trading-day VWAP ≥ $3.25; 50% vests at 30-trading-day VWAP ≥ $5.00 . |
Supporting parameters for PRSUs (from 10-Q): grant-date stock price $0.77; volatility 85.61%; risk-free rate 4.05%; cost of equity 18% .
Equity Ownership & Alignment
- Beneficial ownership and voting power (as of Apr 21, 2025):
- Class A Common: 5,516,077 shares (5.2% of Class A), includes 361,865 RSUs vesting within 60 days .
- Class V Common: 22,970,182 shares (46.6% of Class V) .
- Combined voting power: 18.4% .
- Key affiliated holders tied to Francis: Ghost Media Group, LLC (8,469,191 Class V); Genco Incentives, LLC (600,618 Class V); WM Founders Legacy I, LLC (1,468,555 Class V); Rebecca Francis Legacy Trust (8,691,425 Class V). Francis controls Genco and WM Founders and co-controls Ghost; trustee for the Rebecca Trust .
- Outstanding unvested CEO awards at 12/31/2024:
- RSUs: 4,342,391 units; market value $5,992,500 at $1.38/share .
- PRSUs: 4,342,391 target units; market value $5,992,500 at $1.38/share (performance not yet achieved) .
- Hedging/pledging: Company policy prohibits pledging of company stock and prohibits hedging/derivative transactions by directors and officers .
- Insider transactions (2025):
- 01/03/2025 Form 4 filed for Douglas Francis (reporting person details) .
- 05/20/2025 Form 4 indicates “sell-to-cover” transactions to satisfy tax withholding on RSU vesting; not discretionary trades .
- 08/20/2025 Form 4 includes Rule 10b5-1(c) plan check box; filings also reflect reporting across affiliated entities (Ghost Media Group, WM Founders Legacy I, Genco Incentives, Rebecca Francis Legacy Trust) .
Employment Terms
| Term | Details |
|---|---|
| Employment basis | At-will via offer of continued employment dated Nov 7, 2024 . |
| Base salary | $750,000 effective Nov 7, 2024 . |
| Target annual bonus | 100% of base salary . |
| Benefits | Eligible for standard company benefits; concierge medical plan fee reimbursement up to $24,000 after-tax per year (unused in 2024) . |
| Severance plan (non-CIC “regular termination”) | 12 months salary continuity; 100% of target bonus as lump sum; 12 months COBRA premiums . |
| Severance plan (CIC double-trigger) | 18 months salary lump sum; 150% of target bonus lump sum; 18 months COBRA premiums; full vesting acceleration (PRSUs deemed at target) . |
| Illustrative severance values (12/31/2024) | Non-CIC: Salary $750,000; Bonus $750,000; Benefits $35,344; Equity acceleration N/A; Total $1,535,344 . CIC: Salary $1,125,000; Bonus $1,125,000; Benefits $53,017; Equity acceleration $11,985,000; Total $14,288,017 (table shows equity value and totals; equity at $1.38/share) . |
| Clawback | Incentive Compensation Recoupment Policy adopted 2023, amended/restated 2024 . |
| Tax gross-ups | None on change-in-control benefits . |
| Non-compete/other restrictive covenants | Not disclosed in proxy; standard at-will terms referenced . |
Board Governance
- Board service and roles:
- Director since June 2021; Board Chair and CEO (combined roles) with Brenda Freeman serving as Lead Independent Director .
- Technology Committee member; Board Chair noted in committee matrix .
- Independence and committees:
- The Board determined six directors are independent; Francis is not independent as CEO/Chair .
- Governance structure emphasizes balance via Lead Independent Director with authority over agendas, executive sessions, and liaison to shareholders .
- Board and committee meetings in 2024: Board met 8 times; independent directors held 5 executive sessions; all directors except Aquila attended at least 75% of applicable meetings .
- Director compensation:
- Non-employee directors receive cash retainers and RSUs per policy; Francis, as an employee director/CEO, had no non-employee director compensation line item in 2024 director comp table .
- Dual-role implications:
- Company cites turbulent industry conditions as rationale for combined CEO/Chair to “rapidly execute” while structuring Lead Independent Director duties to balance oversight and mitigate independence concerns .
Performance & Track Record
- Operational/financial execution:
- Q2 2025: Adjusted EBITDA $11.7M (+16% YoY), net income $2.2M (+81% YoY), cash $59M, no debt .
- Management emphasizes consistent execution and cash flow discipline; 11th consecutive quarter with adjusted EBITDA profitability and 8th consecutive quarter of positive cash flow (as of Q2 2025) .
- Industry/regulatory dynamics:
- Commentary highlights structural headwinds in California (excise tax increase, potential marketplace regulation) and Michigan (price compression, taxation/regulation), with ongoing lobbying and market-specific strategies; offset by progress in New York onboarding .
- Pay-versus-performance:
- 2024 net income $12.2M vs. 2023 net loss $(15.7)M; TSR value of $23.08 on $100 investment in 2024 vs. $12.04 in 2023 (methodology per SEC rules) .
Compensation Structure Analysis
- Mix and alignment:
- CEO 2024 target pay mix includes significant variable/incentive components; approx. 50% of CEO target total direct compensation classified as “at-risk” in 2024 .
- 2024 STIP design: 50% company metrics (Revenue, Adjusted EBITDA, Cash) + 50% individual; payout at 90% of target indicates partial achievement with committee discretion .
- Equity program design:
- November 2024 grants include large time-based RSU and market-based PRSU awards; PRSUs vest only on sustained 30-day VWAP hurdles of $3.25 and $5.00 by 12/31/2027, directly linking value realization to share price performance .
- Governance controls:
- Double-trigger CIC protection; no CIC tax gross-ups; multi-year vesting; adoption of clawback policy; independent compensation consultant (Compensia) engaged for peer and program design .
- Say-on-Pay support:
- 2024 Say-on-Pay approval: 98.22%, signaling strong investor support for compensation design .
Related Party Transactions and Special Situations
- Founder ownership and exchange mechanics:
- Francis and affiliates hold Class V shares paired with LLC interests (Paired Interests) exchangeable 1:1 into Class A; governance of WMH LLC detailed in Amended Operating Agreement with MAPS as managing member .
- Potential take-private proposal (withdrawn):
- Special Committee disclosed receipt of, and then withdrawal of, a non-binding co-founder take-private proposal ($1.70/share) initially dated Dec 17, 2024; co-founders (including Francis) may evaluate alternatives; Evercore and A&O Shearman Sterling retained by Special Committee .
Equity Ownership & Insider Selling Pressure Details
| Category | Detail |
|---|---|
| Beneficial ownership (as of 4/21/2025) | 5,516,077 Class A (5.2%); 22,970,182 Class V (46.6%); combined voting power 18.4% . |
| Unvested awards at 12/31/2024 | RSUs: 4,342,391 ($5,992,500 at $1.38); PRSUs: 4,342,391 ($5,992,500 at $1.38) . |
| Pledging/hedging | Prohibited for insiders (no pledging allowed) . |
| 2025 insider sales context | 05/20/2025 sale(s) for tax withholding (“sell-to-cover”), not discretionary trades . |
| 10b5-1 usage | 08/20/2025 Form 4 indicates Rule 10b5-1 plan box checked . |
Compensation Committee Analysis
- Committee composition (2024): Compensation Committee members Aquila, Bay (Chair), Ibbott, Gordon; each independent per Nasdaq; 8 meetings in 2024 .
- Process/consultants: Compensia engaged; provided peer group refresh, market data, equity design guidance, clawback and governance input .
- Policies: Equity grant policy; no backdating; equity administration governance via Compensation Committee and Equity Grant Committee .
Board Service History and Committee Roles
| Aspect | Detail |
|---|---|
| Board tenure | Director since June 2021; Class III director (term through 2027) . |
| Leadership | Combined CEO and Chair; Lead Independent Director (Brenda Freeman) in place with defined authorities . |
| Committees | Technology Committee member; Board Chair noted in matrix; not on Audit/Comp/Nominating . |
| Independence | Not independent (CEO/Chair); six other directors independent . |
| Attendance | Board met 8x in 2024; all directors except Aquila attended ≥75% of meetings/committees served; independents met in 5 executive sessions . |
Director Compensation
- Non-employee policy provides cash retainers and RSUs; Francis, as CEO/employee director, is not shown receiving non-employee director fees/equity in the 2024 director compensation table .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 98.22% of votes cast approved NEO compensation .
- 2025 Say-on-Pay proposed again per policy of annual advisory vote .
Investment Implications
- Alignment: High insider ownership (18.4% combined voting power) aligns interests; 2024 PRSUs require sustained stock-price milestones, creating strong equity-value incentives; hedging/pledging barred, reducing misalignment risk .
- Retention/overhang: Large unvested RSU and PRSU grants (8.68M units combined at 12/31/24) represent meaningful retention hooks but also potential future dilution as they vest; 2021 plan has remaining share reserve and annual evergreen increase feature .
- Selling pressure: 2025 Form 4s indicate sell-to-cover and plan-managed sales rather than discretionary selling, suggesting lower near-term opportunistic sale risk; monitor future 10b5-1 activity and vesting cadence (quarterly RSUs) .
- Governance/conflict risk: Combined CEO/Chair role and co-founder status necessitate robust independent oversight; presence of Lead Independent Director and Special Committee (with independent advisors) in response to take-private approach is positive, though any renewed founder-led bid remains a governance focal point .
- Execution: Continued adjusted EBITDA profitability, positive cash flow streak, cash-rich/no-debt position provide strategic flexibility in a challenged sector, supporting compensation outcomes and reducing financial risk during product and market initiatives .