Blake G Modersitzki
About Blake G Modersitzki
Blake G. Modersitzki, 59, is an independent director of Weave Communications (WEAV), serving on the board since October 2015 and currently chairing the Compensation Committee. He is Managing Partner at Pelion Venture Partners (Managing Director since 2002; promoted to Managing Partner in 2013) and holds a B.A. in Economics from Brigham Young University . The board has determined all directors other than the CEO are independent under NYSE rules, and all compensation committee members (including Modersitzki) meet SEC/NYSE independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pelion Venture Partners | Managing Director; Managing Partner | Managing Director: May 2002–Oct 2013; Managing Partner: Oct 2013–present | Venture investor; governance and compensation expertise as WEAV Compensation Committee Chair |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deserve, Inc. (private) | Director | Aug 2016–present | Current private company directorship |
| BusBot, Inc. (d/b/a Denim) (private) | Director | Since May 2022 (as disclosed in 2023 proxy) | Previously disclosed private company directorship |
No other public-company directorships were disclosed for Mr. Modersitzki in WEAV’s latest proxy .
Board Governance
- Independence and leadership: The board affirms independence for all directors other than the CEO; Modersitzki is independent and chairs the Compensation Committee .
- Committee assignments: Compensation Committee (Chair). He is not listed on the Audit or Nominating & Governance Committees in 2025 .
- Meetings and attendance: In 2024, the board met 6x; Audit 7x; Compensation 4x; Nominating & Governance 5x. Each director attended at least 75% of meetings of the board and of committees on which they served .
- Board engagement: Non-employee directors hold regular executive sessions, presided over by the independent Board Chair (Stuart C. Harvey Jr.) .
Fixed Compensation
| Item | Amount/Terms | Source |
|---|---|---|
| 2024 cash fees paid (to Modersitzki) | $64,250 | |
| Director cash retainer (through Mar 31, 2024) | $35,000 annual member retainer; Chairperson additional $20,000; Lead Independent Director $15,000; Committee fees: Audit ($20k Chair/$10k member), Compensation ($12k/$6k), Nominating ($8k/$4k) | |
| Director cash retainer (effective Apr 1, 2024) | $60,000 annual member retainer; Chairperson additional $43,800; Lead Independent Director $15,000; Committee fees: Audit ($20k/$10k), Compensation ($15k/$7k), Nominating ($8k/$4k) |
Performance Compensation
| Item | Amount/Terms | Source |
|---|---|---|
| 2024 stock awards (to Modersitzki) | $170,764 aggregate grant-date fair value of RSUs | |
| Unvested RSUs at 12/31/2024 (Modersitzki) | 19,383 units | |
| Annual director equity – structure | Annual grant vests in full by earlier of 1-year anniversary or next annual meeting; initial grant vests in 3 annual installments | |
| Annual director equity – values | Initial grant value increased to $350,000 starting 2025 (from $300,000); annual grant value increased to $183,000 starting 2025 (from $150,000) | |
| Change in control | All non-employee director equity vests in full immediately prior to a change in control | |
| Performance metrics | None disclosed for director equity; grants are time-based RSUs |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Modersitzki in WEAV’s latest proxy .
- Private company boards: Deserve, Inc. (current); BusBot/Denim (disclosed in 2023 proxy) .
- Venture fund affiliations: Managing Member of Pelion Venture Partners VI, L.L.C. (GP VI) and Pelion Venture Partners VII, L.L.C. (GP VII), with shared voting/investment authority over Pelion funds holding WEAV shares (see Equity Ownership) .
- Compensation Committee interlocks: None in 2024; no relationships requiring Item 404 disclosure; no cross-board executive interlocks reported .
Expertise & Qualifications
- Education: B.A., Economics, Brigham Young University .
- Domain expertise: Long-tenured venture investor with extensive technology industry exposure; serves as Compensation Committee Chair, indicating compensation governance expertise .
Equity Ownership
| Holder/Beneficial Form | Shares | % of Total Voting Power | Notes |
|---|---|---|---|
| Blake G. Modersitzki – total beneficial ownership | 3,609,806 | 4.8% | As of Mar 24, 2025 |
| Direct holdings (Modersitzki) | 91,714 | — | Included in total above |
| RSUs vesting within 60 days (Modersitzki) | 19,383 | — | Included in total above |
| Pelion Ventures VI, L.P. (Fund VI) | 2,620,112 | — | GP VI (Modersitzki Managing Member) shares voting/investment authority |
| Pelion Ventures VI‑A, L.P. (Fund VI‑A) | 179,153 | — | GP VI (Modersitzki Managing Member) shares voting/investment authority |
| Pelion Ventures VII, L.P. (Fund VII) | 530,529 | — | GP VII (Modersitzki Managing Member) shares voting/investment authority |
| Pelion Ventures VII‑A, L.P. (Fund VII‑A) | 109,323 | — | GP VII (Modersitzki Managing Member) shares voting/investment authority |
| Pelion Ventures VII‑Entrepreneurs Fund, L.P. (Fund VII‑E) | 59,592 | — | GP VII (Modersitzki Managing Member) shares voting/investment authority |
Policy safeguards:
- Insider Trading Policy prohibits hedging/monetization transactions and pledging/margin unless pre‑approved by the Compliance Officer, applicable to directors and affiliated entities (e.g., venture funds) .
Fixed vs. Performance Compensation Program Details (Non-Employee Directors)
| Component | 2024Q1 Schedule | Effective Apr 1, 2024 | 2025 Equity Updates |
|---|---|---|---|
| Annual cash retainer (member) | $35,000 | $60,000 | — |
| Chairperson add’l cash | $20,000 | $43,800 | — |
| Lead Independent add’l cash | $15,000 | $15,000 | — |
| Committee fees – Audit | $20,000 Chair / $10,000 member | $20,000 Chair / $10,000 member | — |
| Committee fees – Compensation | $12,000 Chair / $6,000 member | $15,000 Chair / $7,000 member | — |
| Committee fees – Nominating & Gov. | $8,000 Chair / $4,000 member | $8,000 Chair / $4,000 member | — |
| Initial equity grant value | $300,000 | $300,000 | $350,000 (from 2025) |
| Annual equity grant value | $150,000 | $150,000 | $183,000 (from 2025) |
Historical note: Upon IPO, WEAV engaged Compensia, Inc. as independent consultant to develop the non-employee director compensation policy (effective Nov 15, 2021) .
Insider Trades and Section 16 Compliance
| Name | Transaction | Transaction Date | Filing |
|---|---|---|---|
| Blake G. Modersitzki | Grant of RSU award | May 22, 2024 | Form 4 filed May 28, 2024 (noted in delinquent filings table) |
Compensation Committee Analysis
- Composition: Blake G. Modersitzki (Chair), Tyler Newton, Debora Tomlin; all independent and non-employee directors under NYSE/SEC rules .
- Responsibilities: Oversees compensation philosophy, sets executive pay, administers equity plans, reviews incentive plans and human capital management .
- Interlocks/conflicts: None reported under Item 404 for 2024; no cross-served executive interlocks noted .
- Consultant usage: No 2024–2025 consultant disclosed; initial non-employee director policy designed with Compensia at IPO (2021) .
Say‑On‑Pay & Shareholder Feedback
- 2025 Annual Meeting proposals and results included only director elections and auditor ratification; no say‑on‑pay item was on the ballot .
- Election outcomes: Class I nominees elected—Tyler Newton (For: 30,098,504; Withheld: 18,622,358) and David Silverman (For: 37,162,049; Withheld: 11,558,813) .
Related‑Party Transactions (Conflict Screening)
- 2024–2025: Proxy discloses no related-party transactions over $120,000 involving directors/5% holders/family members, other than standard indemnification agreements; audit committee reviews/approves any such transactions per policy .
- Prior disclosure: 2022 proxy noted that Pelion funds (affiliated with Modersitzki) purchased ~400,000 shares in WEAV’s IPO at the IPO price; not an ongoing related‑party arrangement .
Governance Assessment
Positives
- Independent director; chairs Compensation Committee; committee fully independent; no Item 404 relationships; no interlocks; strong committee cadence (4 meetings in 2024); board-level attendance ≥75% .
- High alignment via substantial beneficial ownership (4.8%); broad venture governance experience; strict no-hedging/pledging policy applies to directors and affiliated funds .
- Transparent director compensation structure with time-based RSUs and clear vesting/CoC acceleration terms .
Watch‑items / RED FLAGS
- Potential conflicts: As Managing Member of Pelion GPs with shared voting power over ~3.50M WEAV shares, Modersitzki is both a significant beneficial holder (4.8%) and the Compensation Committee Chair; while the board deems him independent and reports no related-party transactions, investors may monitor decisions for perceived sponsor influence .
- Pay changes: Material increases to director cash retainer effective April 1, 2024 and higher annual/initial equity values starting 2025 could be viewed as pay inflation; rationale is not detailed in the proxy .
- Form 4 timeliness: One late Form 4 noted for the 5/22/2024 RSU grant (filed 5/28/2024) .
- Limited shareholder feedback mechanisms: No say‑on‑pay on 2025 ballot (consistent with EGC status), which reduces direct investor input on compensation matters .