George P. Scanlon
About George P. Scanlon
Independent director of Weave Communications (WEAV) since May 2022; age 67. Former CEO of Fidelity National Financial (2010–2013), COO earlier in 2010; previously CFO (2008–2009) and EVP–Finance (2009–2010) at Fidelity National Information Services (FIS), with earlier CFO roles across real estate, technology, and data services. He chairs WEAV’s Audit Committee and is designated as the board’s “audit committee financial expert.” Education: B.B.A. in Accounting (University of Notre Dame), M.B.A. (University of Miami – Herbert Business School). Independence affirmed by the board under NYSE standards.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Fidelity National Financial (FNF) | Chief Executive Officer | 2010–2013 | Promoted from COO earlier in 2010; public company CEO experience |
| Fidelity National Financial (FNF) | Chief Operating Officer | 2010 (earlier) | Operated prior to CEO appointment |
| Fidelity National Information Services (FIS) | Executive Vice President – Finance | 2009–2010 | Senior finance leadership at FIS |
| Fidelity National Information Services (FIS) | Chief Financial Officer | 2008–2009 | Public company CFO role |
| Various companies | Chief Financial Officer | n/a | CFO roles in real estate, technology, and data services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Landstar System, Inc. | Director | Since May 2017 | Current public board; transportation/logistics sector |
| WageWorks, Inc. | Director (former) | Oct 2018–Aug 2019 | Former public board |
| Remy International, Inc. | Director (former) | Oct 2012–Nov 2015 | Former public board |
Board Governance
- Committee assignments: Audit Committee Chair; members: Scanlon (Chair), Tyler Newton, David Silverman. Designated “audit committee financial expert.”
- Independence: Board determined all non-management directors (including Scanlon) are independent under NYSE and SEC rules; all members of the audit, compensation, and nominating/governance committees are independent.
- Meetings/attendance (2024): Board met 6x; Audit 7x; Compensation 4x; Nominating/Governance 5x; each director attended at least 75% of aggregate board and committee meetings during their service period.
- Executive sessions: Non‑employee directors meet regularly in executive session led by the independent Chair of the Board.
- Risk oversight: Audit Committee oversees financial reporting, internal controls, and compliance; reports to the board as part of broader risk oversight framework.
Fixed Compensation
| Year | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 55,000 | 184,131 | — | 239,131 |
| 2024 | 69,850 | 170,764 | — | 240,614 |
- Program updates: Effective April 1, 2024, annual board cash retainer increased from $35,000 to $60,000; Audit Chair fee remained $20,000; other committee retainers modestly increased.
Performance Compensation
Directors do not receive performance-based cash or equity; annual equity is service-based RSUs under the 2021 Plan.
| Component | 2024 Policy | 2025 Policy | Vesting |
|---|---|---|---|
| Initial grant (new director) | $300,000 grant-date value | $350,000 grant-date value | 3 annual installments, years 1–3 |
| Annual grant (continuing director) | $150,000 grant-date value | $183,000 grant-date value | Vests in full by 1-year anniversary or next AGM |
No director performance metrics (e.g., revenue, EBITDA, TSR) are used in non‑employee director compensation; RSUs are time‑based and may be deferred until board departure.
Insider Trades (selected)
| Date | Transaction | Form 4 Filing Date | Notes |
|---|---|---|---|
| 2024-05-22 | Annual director RSU grant | 2024-05-30 | Listed as a late Section 16(a) filing in the proxy’s delinquent report. |
Other Directorships & Interlocks
- Compensation Committee interlocks: None reported for 2024; no insider participation.
- Related-party transactions: No transactions >$120,000 involving directors/executives/5% holders disclosed since Jan 1, 2024 (other than standard indemnification).
Expertise & Qualifications
- Financial expert: Identified as Audit Committee financial expert under Item 407(d) of Regulation S‑K.
- Finance and operating leadership: Public company CEO (FNF), CFO (FIS and others), extensive finance and audit oversight credentials.
- Education: B.B.A. (Notre Dame); M.B.A. (University of Miami – Herbert).
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Total Voting Power | Notable Components |
|---|---|---|---|
| George P. Scanlon | 103,101 | <1% | Includes 39,171 RSUs vesting within 60 days of 3/24/2025 |
| Unvested RSUs at 12/31/2024 | 39,171 | — | As reported in director equity holdings |
- Hedging/pledging: Company policy prohibits hedging and prohibits pledging or margin unless pre‑approved by the Compliance Officer; no exceptions disclosed for directors.
Governance Assessment
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Positives:
- Independent director serving as Audit Committee Chair and designated financial expert; strengthens financial reporting oversight.
- Attendance: Board and committees met regularly; all directors met the 75% attendance threshold in 2024.
- Alignment: Director equity paid in RSUs with deferral optionality; full vesting on change of control aligns with continuity risk.
- No related‑party transactions disclosed involving Scanlon; supports independence.
-
Watch items:
- RED FLAG: Late Section 16(a) filing noted for his 5/22/2024 RSU grant (Form 4 filed 5/30/2024). While administratively minor, repeated tardiness can be a compliance signal.
- Pay escalation: Board retainer increased to $60,000 starting 4/1/2024; annual director RSU grant value increased to $183,000 for 2025. Assess against peer medians to ensure no pay inflation risk without justification.
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Overall: Scanlon brings deep public-company finance and operating experience, chairs the Audit Committee effectively, and is independent, with solid attendance and no disclosed conflicts; monitor filing timeliness and director pay trajectory relative to peers.