Debora Tomlin
About Debora Tomlin
Debora Tomlin, 56, has served as an independent, non-employee director of Weave Communications since December 2020. She holds a B.A. in English from Siena College and a master’s degree in Political Science from North Carolina State University, and brings technology marketing and public company experience to the board. She is currently a member of WEAV’s Compensation Committee, and the board has affirmatively determined she is independent under NYSE and SEC rules; in 2024 she met attendance thresholds with at least 75% participation in board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gen Digital Inc. (f/k/a NortonLifeLock) | Chief Marketing Officer & Head of Global Communications | Feb 2019 – Sep 2020 | — |
| CSAA Insurance Group | Chief Marketing & Distribution Officer | Aug 2012 – Feb 2019 | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LiveRamp Holdings, Inc. (f/k/a Acxiom) | Director | Since Mar 2016 | Committee roles not disclosed in WEAV proxy |
| Blumberg Capital | Advisor | Since Oct 2021 | — |
Board Governance
- Committee assignments: Compensation Committee member; not a chair. Current Compensation Committee members are Blake G. Modersitzki (Chair), Tyler Newton and Debora Tomlin .
- Independence: Board determined all directors except the CEO are independent; all members of audit, compensation, and nominating/governance committees satisfy NYSE and SEC independence requirements .
- Attendance: In 2024, the board met 6 times; Compensation Committee met 4 times. Each director attended ≥75% of the aggregate board and relevant committee meetings; five directors attended the 2024 Annual Meeting .
- Executive sessions: Non‑employee directors meet in regularly scheduled executive sessions; the independent Chairperson presides .
- 2025 shareholder voting context: Only director elections and auditor ratification were on the ballot (no say‑on‑pay); 2025 vote results recorded in Item 5.07 8‑K on May 23, 2025 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $41,000 | $57,000 |
| Committee chair fees | Not applicable (not a chair) | Not applicable (not a chair) |
| Meeting fees | None disclosed | None disclosed |
| Cash retainer policy (structure) | Board: $35,000; Audit Chair $20,000/Audit Member $10,000; Comp Chair $12,000/Comp Member $6,000; N&G Chair $8,000/N&G Member $4,000 | Effective Apr 1, 2024: Board $60,000; Audit Chair $20,000/Audit Member $10,000; Comp Chair $15,000/Comp Member $7,000; N&G Chair $8,000/N&G Member $4,000; Chairperson add’l $43,800; Lead Independent add’l $15,000 |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards (RSUs) – grant date fair value ($) | $184,131 | $170,764 |
| Unvested RSUs outstanding (as of 12/31) | 24,356 | 19,383 |
| Option Awards ($) | — | — |
| Vesting schedule (policy) | Annual director RSU awards; prior policy provided annual RSUs with time-based vesting | Beginning 2025, annual RSU grant value increased to $183,000 for continuing directors; vests in full on the earlier of 1‑year after grant or next annual meeting. Initial grant for new directors increased to $350,000; vests in three annual installments |
| Deferral election | — | Tomlin elected to defer 100% of her 2024 RSUs until she leaves the board |
Director equity is time‑based RSUs; no performance metrics (revenue/EBITDA/TSR) are tied to director compensation under the disclosed policy .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| LiveRamp Holdings, Inc. | Current public company directorship | No WEAV‑disclosed related‑party transactions; Compensation Committee reported no Item 404 relationships in 2024 |
| Blumberg Capital | Advisor | No WEAV‑disclosed related‑party transactions |
Expertise & Qualifications
- Technology marketing and public company experience (LiveRamp; prior CMO roles), relevant to WEAV’s go‑to‑market and brand strategy .
- Academic background in English and Political Science supports communications and governance perspectives .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) as of 3/24/2025 | 200,146 |
| Ownership as % of shares outstanding | <1% (star per proxy notation) |
| RSUs (deferred/unvested detail) | 19,383 RSUs noted; deferred under director policy (and shown unvested at 12/31/2024) |
| Stock options – exercisable within 60 days | 106,666 |
| Hedging/Pledging | Company policy prohibits hedging and margin/pledge unless approved by Compliance Officer |
Insider Trades (Section 16 context)
| Date of Transaction | Security | Filing | Notes |
|---|---|---|---|
| May 22, 2024 | RSU grant | Form 4 filed May 28, 2024 | Listed in “Delinquent Section 16(a) Reports” as a late filing for RSU grant on 5/22/2024 |
Governance Assessment
- Board effectiveness and engagement: Independent director with relevant marketing/communications expertise; member of the Compensation Committee shaping human capital and incentive policies. Attendance met ≥75% threshold; executive sessions regularly conducted under independent chair, supporting independent oversight .
- Alignment: Director compensation is majority equity via time‑vested RSUs; Tomlin elected full deferral of 2024 RSUs, extending alignment horizon. Beneficial ownership includes exercisable options and RSUs, with overall stake <1% of outstanding shares .
- Conflicts and related‑party exposure: Proxy reports no Item 404 relationships for Compensation Committee members; no related‑party transactions disclosed involving Tomlin; insider trading policy restricts hedging/pledging. This indicates low conflict risk .
- Shareholder signals: 2025 ballot did not include say‑on‑pay; director elections and auditor ratification only. Vote outcomes recorded via 8‑K; oversight continuity maintained. As an emerging growth company, WEAV provides scaled disclosures (no pay‑vs‑performance), consistent with current governance phase .
- Compensation structure trends: Cash fees increased in 2024 with policy changes (board retainer from $35k to $60k effective April 1, 2024); director equity grant values increased starting 2025 ($183k annual). Tomlin’s cash rose from $41k (2023) to $57k (2024); equity grant fair value moved from $184k (2023) to $171k (2024) before the 2025 reset .
RED FLAGS
- Section 16 filing timeliness: One late Form 4 filing for Tomlin’s 5/22/2024 RSU grant (filed 5/28/2024). Administrative, but monitored by governance-sensitive investors .
Overall implication: Tomlin appears to enhance board oversight through Compensation Committee service and sector-relevant expertise, with equity-heavy, deferred compensation supporting long-term alignment. Limited conflict disclosures and independence under NYSE/SEC rules support investor confidence, with minor administrative filing timing noted in 2024 .