Stuart C. Harvey Jr.
About Stuart C. Harvey Jr.
Stuart C. Harvey Jr., 63, is Weave’s independent Chairperson and Class III director, serving on the board since July 2020 and as Chair since September 2021. He is a senior advisor to Blackstone, with prior operating and financial leadership roles and board chairs in fintech and enterprise services; he holds a B.A. (Saint John’s University), J.D. (George Washington University), and M.B.A. (Northwestern Kellogg) . The board explicitly separates the CEO and Chair roles; Harvey, a non‑employee independent director, presides over executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piper Sandler | Managing Director; President & COO | MD: Nov 2015–Dec 2017; P/COO: Nov 2016–Dec 2017 | Senior leadership and operations/finance expertise noted as qualifying skills . |
| WageWorks | Executive Chairman of the Board | Sep 2018–Aug 2019 | Governance and turnaround leadership . |
| Paysafe Group | Chairman of the Board | Apr 2018–Apr 2021 | Payments/fintech governance . |
| Trustwave Holdings, Inc. | Director; Chairman | Director: Sep 2009–Jun 2023; Chair: Jun 2019–Jun 2023 | Cybersecurity governance leadership . |
| Perception Capital Corp. III (f/k/a Portage FinTech Acquisition Corp.) | Director | Mar 2021–Jul 2023 | SPAC/public market governance exposure . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Blackstone | Senior Advisor | N/A (current) | Large-cap sponsor exposure; potential related‑party sensitivity if transactions arise . |
| Engage2Excel, Inc. (private) | Director | Jul 2020 | Private company board . |
| Affinipay (private) | Director | Mar 2021 | Private company board . |
| Electronic Merchant Services (private) | Director | Dec 2024 | Private company board . |
Board Governance
- Roles and independence: Independent, non‑employee Chair; member of the Nominating & Governance Committee (not a committee chair) . The board separates CEO and Chair roles to strengthen oversight .
- Executive sessions: Non‑employee directors meet in regular executive sessions; the independent Chair presides .
- Meetings and attendance: In 2024 the Board met 6x; Audit 7x; Compensation 4x; Nominating & Governance 5x; each director attended at least 75% of applicable meetings; five directors attended the 2024 Annual Meeting .
| 2024 Meeting Cadence | Count |
|---|---|
| Board meetings | 6 |
| Audit Committee | 7 |
| Compensation Committee | 4 |
| Nominating & Governance Committee | 5 |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 59,000 | 91,450 |
| Stock Awards ($) | 184,131 | 170,764 |
| Option Awards ($) | — | — |
| Total ($) | 243,131 | 262,214 |
Notes: Harvey elected to defer 100% of his 2024 RSU award under the director deferral program .
Non‑Employee Director Cash Fee Schedule (policy)
| Role | Through Mar 31, 2024 (annual $) | Effective Apr 1, 2024 (annual $) |
|---|---|---|
| Board member | 35,000 | 60,000 |
| Chairperson (add‑on) | 20,000 | 43,800 |
| Lead Independent Director (add‑on) | 15,000 | 15,000 |
| Audit Chair | 20,000 | 20,000 |
| Audit Member | 10,000 | 10,000 |
| Compensation Chair | 12,000 | 15,000 |
| Compensation Member | 6,000 | 7,000 |
| Nominating & Governance Chair | 8,000 | 8,000 |
| Nominating & Governance Member | 4,000 | 4,000 |
Performance Compensation
Director Equity Program (policy; time‑based RSUs)
| Grant Type | Grant Date Value | Vesting | Deferral | CIC Treatment |
|---|---|---|---|---|
| Initial (on first election/appointment) | $350,000 (from 2025; prior $300,000) | Three annual installments on anniversaries | May elect deferred stock units settled after board departure | Vests in full immediately prior to change in control |
| Annual (continuing directors) | $183,000 (from 2025; prior $150,000) | Earlier of one‑year anniversary or next annual meeting | Same deferral option | Vests in full immediately prior to change in control |
Harvey – Outstanding Board‑Related Equity at 12/31/2024
| Instrument | Amount |
|---|---|
| Options outstanding (exercisable within 60 days as referenced in ownership footnote) | 106,666 |
| Unvested RSUs (deferred for 2024 grant) | 19,383 |
No director meeting fees are paid; equity is time‑based (no disclosed performance metrics), aligning directors with shareholders via stock price .
Other Directorships & Interlocks
| Type | Company | Role | Period |
|---|---|---|---|
| Public/SPAC | Perception Capital Corp. III (f/k/a Portage FinTech Acquisition Corp.) | Director | Mar 2021–Jul 2023 |
| Public/Corporate | WageWorks | Executive Chairman | Sep 2018–Aug 2019 |
| Public/Corporate | Paysafe Group | Chairman | Apr 2018–Apr 2021 |
| Private | Trustwave Holdings | Director; Chairman | Director: Sep 2009–Jun 2023; Chair: Jun 2019–Jun 2023 |
| Private | Engage2Excel, Inc. | Director | Since Jul 2020 |
| Private | Affinipay | Director | Since Mar 2021 |
| Private | Electronic Merchant Services | Director | Since Dec 2024 |
No current public company directorships were listed for Mr. Harvey in Weave’s proxy biography; the current roles disclosed are private boards and a sponsor advisory role at Blackstone .
Expertise & Qualifications
- Senior leadership in corporate operations and finance; prior executive chair and chair roles in fintech and benefits admin sectors .
- Education: B.A. (Saint John’s University); J.D. (George Washington University Law School); M.B.A. (Northwestern – Kellogg) .
Equity Ownership
| Metric | As of Mar 25, 2024 | As of Mar 24, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 159,595 | 202,806 |
| Percent of shares outstanding | “*” <1% (base 70,980,371 shares) | “*” <1% (base 74,900,258 shares) |
| Included in ownership (footnote) | — | Includes 19,383 deferred RSUs and 106,666 options exercisable within 60 days |
Policy safeguards:
- No hedging; no pledging/margin accounts without Compliance Officer approval (applies to directors, employees, and affiliates) .
Insider reporting:
| Name | Transaction | Filing |
|---|---|---|
| Stuart C. Harvey Jr. | Grant of RSU award on 5/22/2024 | Form 4 filed on 5/28/2024 (noted in delinquent filings list) |
Governance Assessment
-
Positives
- Independent, non‑executive Chair; board separates CEO/Chair roles; Chair presides over executive sessions, enhancing independent oversight .
- Attendance met threshold (≥75%) across all directors; board and committees were active (Board: 6; Audit: 7; Comp: 4; N&G: 5 in 2024) .
- Equity alignment: time‑based RSUs with optional deferral; Harvey deferred 100% of his 2024 RSU award, signaling long‑term orientation .
- Anti‑hedging/pledging policy reduces misalignment/credit risk from pledges .
- No Item 404 related‑party transactions involving directors/officers disclosed for 2024–2025 besides standard indemnification; related‑party transactions require Audit Committee approval .
-
Watch items / potential conflicts
- Director pay increased materially in 2024–2025 (cash retainer and annual equity grant values); while market‑conforming, rising guaranteed cash may modestly dilute “at‑risk” mix if equity values fall .
- Minor compliance lapse: Form 4 for Harvey’s 5/22/2024 RSU grant filed on 5/28/2024 (administrative timeliness) .
- External affiliations: Senior advisor to Blackstone and multiple private boards—monitor for any future transactions or relationships with Weave that could require recusal under the related‑party policy; none disclosed to date .
Board Governance (Harvey‑specific details)
- Committee assignments: Member, Nominating & Governance Committee (not chair) .
- Chair role: Independent, non‑employee Chairperson since Sep 2021; presides over executive sessions .
- Independence: Committee compositions meet NYSE/SEC independence requirements; Chair is identified as an independent director .
Fixed Compensation (additional structure)
- In 2024, Harvey’s cash fees of $91,450 reflect the mid‑year raise in base retainer and his Chair premium; no meeting fees are paid .
- Director expense reimbursement is provided consistent with policy .
Performance Compensation (additional detail)
- 2025 increases: Initial grant value to $350,000 and annual grant value to $183,000; time‑based vesting; optional deferral to settlement on board exit; acceleration on change‑in‑control .
- Harvey’s year‑end 2024 holdings: 19,383 unvested RSUs (deferred) and 106,666 options outstanding; no new options were granted to directors in 2024 under the table; stock awards are the primary equity vehicle .
Other Directorships & Interlocks (risk context)
- Prior public company governance (Paysafe, WageWorks, Perception Capital III) and long‑tenure cybersecurity board leadership (Trustwave) indicate relevant governance experience; no shared directorships with Weave’s disclosed customers/suppliers were reported .
RED FLAGS: None material disclosed. Minor: late Form 4 filing (administrative) . Monitor for any Blackstone‑related dealings; company’s policy routes such items to the Audit Committee .