Brett T. White
About Brett T. White
Brett T. White, 62, is Chief Executive Officer of Weave Communications and a director. He has served as CEO since August 2022, previously as President and COO (April–August 2022), and has been on the board since July 2020. Prior roles include CFO (2013–2021) and COO (2016–2020) of Mindbody, Inc. He holds a B.A. in Business Economics (with honors, Accounting emphasis) from UC Santa Barbara . 2024 senior management bonuses were tied to company revenue (60% weight) and non-GAAP operating income (40% weight); payouts were ~97% of target, indicating near-target operational execution in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| Weave Communications | President & Chief Operating Officer | 2022 (Apr–Aug) | Internal operating leadership prior to CEO appointment . |
| Mindbody, Inc. | Chief Operating Officer | 2016–2020 | Public company operating leadership; finance and operations background cited by WEAV as director qualification . |
| Mindbody, Inc. | Chief Financial Officer | 2013–2021 | Public company finance leadership; “financial background and public company experience” cited by WEAV . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Inspired Flight Technologies Inc. (private) | Director | Since Jan 2022 | Board service disclosed in WEAV proxy . |
| Orfalea College of Business, Cal Poly | Dean’s Advisory Council; Entrepreneur in Residence | Since Apr 2018 | Advisory/academic roles disclosed by WEAV . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 498,119 | 506,000 | 490,820 | Senior Management Plan payout ~97% of target . |
| 2023 | 468,768 | — | 893,000 | Non‑equity incentive; company was EGC and used reduced disclosures . |
Performance Compensation
- Annual cash incentive framework (2024): revenue (60% weight) and non-GAAP operating income (40% weight). Threshold revenue set at 95% of a $206.2M target; non-GAAP operating threshold at a $4.96M loss with a $0.45M operating income target; payout ~97% of target .
| Plan Year | Metric | Weight | Target | Threshold | Actual | Payout |
|---|---|---|---|---|---|---|
| 2024 | Revenue | 60% | $206.2M target level | 95% of target | Not disclosed; “approached target” | ~97% overall |
| 2024 | Non‑GAAP Operating Income | 40% | $0.45M operating income | $4.96M operating loss threshold | Not disclosed; “approached target” | ~97% overall |
- Equity incentives: RSUs with service-based vesting; 2024 grant vests 33% at 3/15/2025, remainder in equal quarterly installments over two years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,314,231 shares; 1.7% of outstanding as of 3/24/2025 (base 74,900,258 shares) . |
| Near‑term vesting/option overhang | Includes 150,036 RSUs vesting within 60 days of 3/24/2025 and 106,666 options exercisable within 60 days, which may contribute to near‑term supply . |
| Hedging/pledging policy | Hedging prohibited; pledging not permitted unless pre‑approved by Compliance Officer . |
| Director pay while executive | Did not receive separate director compensation while serving as an executive . |
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Instrument | Shares Unvested | Market Value at 12/31/24 ($) | Vesting Schedule/Terms |
|---|---|---|---|---|
| 7/14/2020 | Stock options (exercisable) | 106,666 (exercisable) | — | Exercise price $4.324; expires 7/13/2030; 25% vested 7/15/2021; 1/48 monthly thereafter over 3 years . |
| 5/5/2022 | RSUs | 194,455 | 3,095,724 | 33% vested 4/25/2023; remaining in equal quarterly installments over next 2 years . |
| 9/30/2022 | RSUs | 158,425 | 2,522,126 | 33% vested 8/15/2023; remaining 1/12 quarterly thereafter . |
| 4/1/2023 | RSUs | 317,475 | 5,054,202 | 33% vested 3/15/2024; remaining in equal quarterly installments over next 2 years . |
| 3/15/2024 | RSUs | 414,100 | 6,592,472 | 33% vests 3/15/2025; remaining in equal quarterly installments over next 2 years . |
Note: Market values above use $15.92 closing price on 12/31/2024 as disclosed by WEAV .
Employment Terms
- Term and renewal: Executive employment agreements provide an initial three‑year term with automatic one‑year renewals absent notice; at‑will employment, bonus eligibility, and initial equity awards .
- Severance (outside change‑in‑control): If terminated without cause or resigned for good reason, 12 months of base salary, up to 12 months COBRA reimbursement, and accelerated vesting of up to 379,396 of the 1,191,667 RSUs granted 5/5/2022 based on tenure, with no accelerated vesting to occur on or after 4/25/2023 (per agreement schedule) .
- Change‑in‑control (double trigger; 3 months before to 12 months after): If terminated without cause or for good reason, lump sum equal to 18 months of base salary, prorated annual bonus at 100% of target for year of termination, up to 18 months COBRA reimbursement, and full vesting of outstanding time‑based equity .
- Insider trading/hedging/pledging: Hedging prohibited; pledging requires pre‑approval .
Board Governance and Service
- Board status: Director since July 2020; currently CEO and director (Class III), but not Chair. Board maintains independent Chair (Stuart C. Harvey Jr.) and has determined separation of CEO/Chair is in stockholders’ best interests at this time .
- Committee roles: Compensation (Chair: Blake G. Modersitzki; members: Tyler Newton, Debora Tomlin), Nominating & Governance (Chair: Tyler Newton; members: Stuart C. Harvey Jr., David Silverman), Audit (members listed elsewhere). All committee members independent; Mr. White is not listed on these committees .
- Board activity and independence: 2024 board met 6 times; all directors met ≥75% attendance; executive sessions of non‑employees held regularly; majority independent per NYSE standards .
Director Compensation (context; Mr. White excluded while executive)
| Program Element | Pre‑Apr 1, 2024 | From Apr 1, 2024 |
|---|---|---|
| Board annual retainer (non‑employee) | $35,000 | $60,000 |
| Chair premium (non‑employee) | $20,000 | $43,800 |
| Committee retainers (Chair/member) | Audit $20k/$10k; Comp $12k/$6k; N&G $8k/$4k | Audit $20k/$10k; Comp $15k/$7k; N&G $8k/$4k |
| Annual equity grant (continuing directors) | $150,000 grant date value | $183,000 (from 2025) |
| Initial equity grant (new director) | $300,000 | $350,000 (from 2025) |
Mr. White did not receive non‑employee director compensation while serving as an executive .
Multi‑Year Executive Compensation (Summary Table)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | Bonus ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 498,119 | 4,662,766 | 490,820 | — | 13,852 | 5,665,557 |
| 2023 | 468,768 | 3,786,643 | 893,000 | — | 13,242 | 5,161,653 |
Compensation Structure Analysis
- Mix and shift: High equity component via RSUs; 2024 stock awards ($4.66M) exceed cash bonus ($0.49M), indicating strong equity emphasis and retention via multi‑year vesting .
- Performance linkage: Annual cash incentives tied to revenue and non‑GAAP operating income; 2024 payout ~97% suggests targets were set near actual performance; target and thresholds explicitly disclosed .
- No PSUs disclosed: Awards to NEOs in 2024 were RSUs with time‑based vesting; no performance share units are cited, reducing outcome variability vs PSUs .
- Change‑in‑control economics: Double‑trigger with 18 months base salary and full acceleration of time‑based equity; pro‑rated bonus at 100% target—typical for retention in potential M&A scenarios .
Equity Ownership & Alignment Details
| Component | Amount/Status |
|---|---|
| Total beneficial shares | 1,314,231 (1.7% of 74,900,258 outstanding; as of 3/24/2025) . |
| Options | 106,666 options exercisable at $4.324; expire 7/13/2030 . |
| RSUs (unvested) | Key unvested grants: 194,455 (5/5/2022); 158,425 (9/30/2022); 317,475 (4/1/2023); 414,100 (3/15/2024) . |
| Near‑term vesting | 150,036 RSUs vest within 60 days of 3/24/2025 (potential selling pressure window) . |
| Hedging/pledging | Hedging prohibited; pledging only with Compliance Officer approval . |
Employment Agreements: Severance and Change‑in‑Control
| Scenario | Cash | Benefits | Equity |
|---|---|---|---|
| Termination without cause / good reason (outside CIC window) | 12 months base salary (paid over 12 months) | COBRA reimbursement up to 12 months | Accelerated vesting of up to 379,396 of 5/5/2022 RSUs per tenure schedule; no acceleration on/after 4/25/2023 |
| Termination without cause / good reason (within CIC window: 3 months before to 12 months after) | Lump sum 18 months base salary; prorated annual bonus at 100% target for year of termination | COBRA reimbursement up to 18 months | Full vesting of outstanding time‑based equity |
Board Governance (Dual‑Role Implications)
- Dual role: White is CEO and director, but not chair; WEAV has an independent Chair (Stuart C. Harvey Jr.), and the board explicitly prefers CEO/Chair separation at this time for oversight and management focus .
- Independence: Board affirms all current directors other than Mr. White are independent per NYSE; committees fully independent .
- Meetings/attendance: Board met 6 times in 2024; all directors met the ≥75% attendance threshold; non‑employee directors hold executive sessions without management .
Related Party Transactions and Policies
- No related‑party transactions involving Mr. White are disclosed in the 2025 proxy; insider trading policy prohibits hedging and restricts pledging without approval .
Say‑on‑Pay & Shareholder Feedback
- As an Emerging Growth Company, WEAV uses reduced executive compensation disclosures; pay‑versus‑performance is not included. The proxy does not disclose say‑on‑pay vote results in the cited sections .
Compensation Committee Overview
- Members: Blake G. Modersitzki (Chair), Tyler Newton, Debora Tomlin; all independent; oversees executive and director compensation and equity plans .
- Other key committees: Nominating & Governance (Chair: Tyler Newton; members: Harvey Jr., Silverman); Audit Committee (membership and activity disclosed elsewhere in proxy) .
Investment Implications
- Alignment and retention: Significant unvested RSU holdings with multi‑year vesting support retention and long‑term alignment; cash incentives tied to revenue and profitability guardrails add operating discipline .
- Supply overhang watch: 150,036 RSUs vesting within 60 days of 3/24/2025 and 106,666 in‑the‑money‑price options exercisable may create episodic selling pressure; monitor Form 4s around vest and window opens .
- CIC/M&A dynamics: Double‑trigger severance (18 months salary, pro‑rated bonus at target) and full acceleration of time‑based equity in a CIC termination can smooth leadership continuity through transactions, but increase deal‑related cost; governance mitigant is independent chair and fully independent compensation committee .
- Governance quality: Independent board leadership, regular executive sessions, independent committees, and anti‑hedging/controlled pledging policy are positive governance indicators; absence of PSUs suggests less performance‑levered equity than peers that use PSU/TSR metrics .
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