Tyler Newton
About Tyler Newton
Tyler Newton, age 52, has served as an independent director of Weave Communications since August 2017. He is a Partner at Catalyst Investors (partner since December 2006; joined the firm in April 2000), holds a B.A. in Economics from Middlebury College, and is a CFA charterholder—credentials that underpin his financial literacy and growth equity expertise. He is currently Chair of the Nominating & Governance Committee and a member of both the Audit and Compensation Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mindbody, Inc. | Director | Until June 2016 | Public-company board experience; technology growth focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catalyst Investors (growth equity) | Partner | Dec 2006–present (joined Apr 2000) | Growth investing background; multiple private board roles |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Chair, Nominating & Governance Committee. Each audit committee member is financially literate; the board designated an audit committee financial expert (Scanlon).
- Independence: The board determined all non-employee directors, including Newton, are independent under NYSE rules; all audit, compensation, and nominating committee members meet SEC/NYSE independence requirements.
- Attendance and engagement: In 2024 the board met 6 times; Audit 7; Compensation 4; Nominating & Governance 5. Each director attended at least 75% of aggregate board/committee meetings during periods of service.
- Executive sessions: Non-employee directors meet in regularly scheduled executive sessions, presided over by the independent Chair of the Board.
Fixed Compensation
| Component (FY 2024 unless noted) | Amount/Policy | Notes |
|---|---|---|
| Fees earned in cash – Newton | $75,000 | Per director compensation table |
| Stock awards – Newton (ASC 718 grant-date value) | $170,764 | Per 2024 director compensation table |
| Total – Newton | $245,764 | Cash + stock awards |
| Cash retainer (through Mar 31, 2024) | $35,000 (board member); Chair add’l $20,000; Lead ID add’l $15,000 | Annualized, paid quarterly |
| Cash retainer (effective Apr 1, 2024) | $60,000 (board member); Chair add’l $43,800; Lead ID add’l $15,000 | Annualized, paid quarterly |
| Committee cash (effective Apr 1, 2024) | Audit: Chair $20k / Member $10k; Compensation: Chair $15k / Member $7k; Nominating: Chair $8k / Member $4k | Annualized, paid quarterly |
| Annual director equity (policy, pre-2025) | $150,000 grant value | RSUs; vests by next AGM or one year |
| Annual director equity (policy, 2025+) | $183,000 grant value | RSUs; vests by next AGM or one year |
| Initial director equity (policy, 2025+) | $350,000 grant value | RSUs; vests in 3 annual installments |
| CIC treatment (directors) | All outstanding director equity vests in full immediately prior to a change in control | Policy provision |
| Deferrals | Directors may elect to defer settlement of RSUs until leaving the board | Policy provision |
Note: The proxy also discloses that in 2024 RSUs with an aggregate grant-date fair value of $214,574 were granted to Newton, and pursuant to his fund agreement, all compensation and equity awards were payable/transferred to Catalyst Investors. The stock awards column for 2024 shows $170,764—methodological differences aside, both disclosures are in the filing.
Performance Compensation
| Performance Metric(s) Tied to Director Pay | Weighting | Payout Curve/Targets | Result |
|---|---|---|---|
| None disclosed for non-employee directors (director equity is time-based RSUs) | — | — | — |
Other Directorships & Interlocks
- Current public-company directorships: None disclosed for Newton.
- Prior public-company directorships: Mindbody, Inc. (Director, until June 2016).
- Compensation Committee interlocks: None. During 2024, no members of Weave’s compensation committee were officers/employees; and none of the company’s executive officers served on the board or comp committee of any entity with reciprocal relationships.
Expertise & Qualifications
- Growth equity investor with extensive technology portfolio board experience; Partner at Catalyst Investors since 2006.
- Financial literacy: Serves on Weave’s Audit Committee; the company states each audit committee member is financially literate.
- Education and credentials: B.A. in Economics (Middlebury); CFA charterholder—reinforces finance and investment rigor.
Equity Ownership
| Holder/Source | Shares/Units | Status | Notes |
|---|---|---|---|
| Total beneficial ownership (Newton) | 380,053 | <1% of outstanding | As of March 24, 2025 (74,900,258 shares outstanding) |
| Tyler Newton Revocable Trust | 152,978 | Common shares | Newton is trustee |
| Mia Newton Revocable Trust | 152,978 | Common shares | Newton’s spouse is trustee |
| For benefit of Catalyst Investors funds | 54,714 | Common shares | Held for benefit of CIQP IV L.P. and/or CI IV L.P. |
| For benefit of Catalyst Investors funds | 19,383 | RSUs (vest within 60 days of 3/24/25) | RSUs held for funds; director comp/awards directed to Catalyst per agreement |
| Hedging/Pledging | Prohibited without approval | Applies to directors and affiliated entities | Insider Trading Policy: no hedging; no pledging or margin without approval |
Insider trades and Section 16 compliance
| Person/Entity | Transaction | Date Filed |
|---|---|---|
| Tyler Newton | Grant of RSU award on 8/7/2024 (Form 4 filed late) | 8/12/2024 |
| Catalyst Investors Partners IV, L.P. | Grant of RSU award on 8/7/2024 (Form 4 filed late) | 8/13/2024 |
Governance Assessment
- Strengths: Independent status; chairs Nominating & Governance and sits on Audit and Compensation; audit committee comprised of financially literate members; solid attendance culture (all directors ≥75% in 2024). Committee structure and independence meet NYSE/SEC standards.
- Alignment: Holds de minimis (<1%) personal beneficial stake (split across revocable trusts) with additional RSUs and shares held for Catalyst funds; director equity is time-based and vests on board continuity, and accelerates pre-CIC—standard for small-cap tech boards.
- Watch items:
- Investor-affiliated ties: As a Partner at Catalyst Investors (a significant shareholder) and with director comp/awards directed to Catalyst, there is a potential for perceived conflicts, especially given service on Compensation and Audit committees—mitigated by formal independence determinations and related-party transaction review policy.
- Compensation structure changes: In 2024, non-employee cash retainers increased (member retainer from $35k to $60k; committee fees adjusted), and in 2025 annual director equity grant value increased to $183k—investors may monitor for pay escalation vs. performance/scale.
- Section 16 timing: Noted late Form 4 filings for RSU grants in 2024 by Newton and Catalyst affiliates—administrative, but governance teams typically aim for timely filings.
Overall: Newton brings deep growth-investing and financial expertise with active committee leadership. His investor-affiliated status and flow-through of director compensation to Catalyst are disclosed and overseen under independence and related-party policies; investors should continue to monitor for any decision-making conflicts, pay growth vs. scope, and Section 16 timeliness.