weav-20250408

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant ☐

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

WEAVE COMMUNICATIONS, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)


Payment of Filing Fee (Check all boxes that apply):

þ			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 8, 2025

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders, or the Annual Meeting, of Weave Communications, Inc. on Wednesday, May 21, 2025 at 10:00 a.m. Eastern Time. In order to support attendance, participation, expanded access, improved communication and cost savings for our stockholders and our company, the Annual Meeting will be a completely virtual meeting, conducted only via live webcast on the internet. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: virtualshareholdermeeting.com/WEAV2025 at the meeting date and time described in the accompanying proxy statement. There is no physical location for the Annual Meeting. In addition, although the live webcast is available only to stockholders at the time of the meeting, following completion of the Annual Meeting, a webcast replay will be posted to the Investor Relations section of our website at https://investors.getweave.com/news-events/events-presentations.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. The Annual Meeting materials include the notice, the proxy statement, our annual report and the proxy card, each of which is enclosed.

Please use this opportunity to take part in our affairs by voting on the business to come before the Annual Meeting. You will receive a Notice of Internet Availability of Proxy Materials, or the Notice, which we expect to mail on or about April 10, 2025, unless you have previously requested to receive our proxy materials in paper form. Our board of directors has fixed the close of business on March 24, 2025 as the record date for the Annual Meeting, or the Record Date, and only stockholders of record as of the Record Date may vote at the Annual Meeting and any postponements or adjournments of the meeting. To ensure your representation at the Annual Meeting, please vote as soon as possible by using the internet or telephone, as instructed in the Notice. Alternatively, you may follow the procedures outlined in the Notice to request a paper proxy card to submit your vote by mail. Returning the paper proxy card or voting electronically does NOT deprive you of your right to participate in the virtual meeting and to vote your shares on the matters acted upon at the meeting. Your vote is important. All stockholders are encouraged to virtually attend the Annual Meeting. Whether or not you expect to virtually attend and participate in the Annual Meeting, please vote as soon as possible by submitting your proxy electronically via the internet or by telephone by following the instructions in the Notice or if you asked to receive the proxy materials in paper form, please complete, sign and date the proxy card and return it in the postage paid envelope provided.

Sincerely,


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 21, 2025: THE PROXY STATEMENT, PROXY CARD AND ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 ARE AVAILABLE FREE OF CHARGE AT WWW.INVESTORVOTE.COM.


Time and Date:	Wednesday, May 21, 2025 at 10:00 a.m. Eastern Time.

Place:	The Annual Meeting will be held on Wednesday, May 21, 2025 at 10:00 a.m. Eastern Time via live webcast on the internet at virtualshareholdermeeting.com/WEAV2025.

Items of Business:	1.	Elect the two Class I directors listed in the accompanying proxy statement, each to serve a three-year term expiring at the 2028 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

	2.	Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Weave Communications, Inc. for the fiscal year ending December 31, 2025.

	3.	Transact any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Record Date:	Only stockholders of record at the close of business on March 24, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

Proxy Voting:	Each share of common stock that you own represents one vote.

	For questions regarding your stock ownership, you may contact us through our Investor Relations section of our website at https://investors.getweave.com/investor-resources/contact-ir or, if you are a registered holder, contact our transfer agent, Computershare Trust Company, N.A., through its website at www.computershare.com or by phone at (800) 736-3001.



Brett White Chief Executive Officer			Stuart C. Harvey Jr. Chairperson of the Board


GENERAL PROXY INFORMATION			1
Information About Solicitation and Voting			1
Internet Availability of Proxy Materials			1
Questions and Answers About the Meeting and Related Topics			1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			12
Corporate Governance Guidelines			12
Board Leadership Structure			12
Our Board of Directors’ Role in Risk Oversight			12
Independence of Directors			13
Committees of Our Board of Directors			13
Presiding Director of Non-Employee Director Meetings			16
Compensation Committee Interlocks and Insider Participation			16
Board and Committee Meetings and Attendance			16
Board Attendance at Annual Meeting of Stockholders			16
Communication with Directors			16
Global Code of Conduct			17
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS			18
Nomination to the Board of Directors			18
Director Qualifications			18
PROPOSAL ONE: ELECTION OF DIRECTORS			20
Nominees to Our Board of Directors			20
Director Compensation			23
Non-Employee Director Compensation Arrangements			24
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			27
Independent Registered Public Accounting Firm Fees and Services			27
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			29
EXECUTIVE OFFICERS			32
EXECUTIVE COMPENSATION			34
Summary Compensation Table			34
Bonus Plans			35
Executive Employment Arrangements			35
Potential Payments Upon Termination or Change in Control			36
Insider Trading Policy - No Hedging or Pledging			38
Equity Award Timing Policies and Practices			38
Outstanding Equity Awards at Fiscal Year‑End Table			39
Equity Compensation Plan Information			40
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			42
Indemnification Agreements			42
Review, Approval or Ratification of Transactions with Related Parties			42
DELINQUENT SECTION 16(A) REPORTS			43
REPORT OF THE AUDIT COMMITTEE			44
ABOUT THIS PROXY STATEMENT			45
ADDITIONAL INFORMATION			45
OTHER MATTERS			45


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2) (3)	Option Awards ($)	Total ($)
Stuart C. Harvey Jr.	91,450	170,764	—	262,214
Blake G Modersitzki	64,250	170,764	—	235,014
Tyler Newton(4)	75,000	170,764	—	245,764
George P. Scanlon	69,850	170,764	—	240,614
David Silverman(4)	64,350	170,764	—	235,114
Debora Tomlin	57,000	170,764	—	227,764


Name	Shares Subject to Outstanding Stock Options	Unvested Restricted Stock Units
Stuart C. Harvey Jr.	106,666	19,383
Blake G Modersitzki	—	19,383
Tyler Newton	—	19,383
George P. Scanlon	—	39,171
David Silverman	—	19,383
Debora Tomlin	106,666	19,383


	Year Ended December 31,
	2024		2023
Audit Fees(1)	$	1,290,148	$	1,060,000
Audit-Related Fees(2)	70,000		–
Tax Fees(3)	15,000		–
All Other Fees(4)	2,000		965
Total Fees	$	1,377,148	$	1,060,965


Name of Beneficial Owner	Common Stock	% of Total Voting Power
5% Stockholders

Entities affiliated with Crosslink Capital(1)	7,123,217	9.5	%
Wasatch Advisors LP(2)	5,205,665	7.0	%
The Vanguard Group(3)	4,536,462	6.1	%
FMR LLC(4)	9,739,917	13.0	%
Stuart C. Harvey Jr.(5)	202,806	*
Joseph David McNeil	65,017	*
Blake G Modersitzki(6)	3,609,806	4.8	%
Branden Neish(7)	315,570	*
Tyler Newton(8)	380,053	*
George P. Scanlon(9)	103,101	*
David Silverman(1)	7,142,600	9.5	%
Debora Tomlin(10)	200,146	*
Brett White(11)	1,314,231	1.7	%

All executive officers and directors as a group (12 persons)(12)	13,899,032	18.4	%


Name and Principal Position(1)	Fiscal Year	Salary ($)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)	Non-equity incentive plan compensation(4)	All Other Compensation ($)(5)	Total ($)
Brett White Chief Executive Officer	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

David McNeil Chief Revenue Officer	2024	354,559	100,000	4,410,000	—	190,805	14,450	5,069,814

Branden Neish Chief Product and Technology Officer	2024	377,640	—	1,576,400	—	167,398	13,839	2,135,277
	2023	358,347	—	497,000	—	230,500	13,267	1,099,114


Name	Target Bonus	Bonus Payout
Brett White	$506,000	$490,820
David McNeil	$299,712	$290,805(1)
Branden Neish	$172,575	$167,398


	(a)	(b)	(c)
Plan Category	Number of securities to be issued upon exercise or settlement of outstanding options, warrants and rights	Weighted‑average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
Equity compensation plans approved by security holders (1)	8,137,048	$3.88(2)	15,673,604(3)
Equity compensation plans not approved by security holders(4)	600,000	—	6,400,000
Total	8,137,048	$3.88	22,073,604


		Option Awards(1)				Stock Awards(1)
		Number of Securities Underlying Unexercised Options				Equity Incentive Plan Awards
Name	Grant Date	Exercisable	Unexercisable	Exercise Price(2)	Expiration Date	Number of unearned shares, units or other rights that have not vested	Market or payout value of unearned shares, units or other rights that have not vested(3)
Brett White	7/14/2020(4)	106,666	—	$4.324	7/13/2030	—	—
	5/5/2022(5)	—	—	—	—	194,455	$3,095,724
	9/30/2022(6)	—	—	—	—	158,425	$2,522,126
	4/1/2023(7)	—	—	—	—	317,475	$5,054,202
	3/15/2024(8)	—	—	—	—	414,100	$6,592,472

Branden Neish	5/6/2022(5)	—	—	—	—	84,641	$1,347,485
	4/1/2023(7)	—	—	—	—	41,669	$663,370
	3/15/2024(8)	—	—	—	—	140,000	$2,228,800

David McNeil	3/15/2024(8)	—	—	—	—	350,000	$5,572,000

SEC Form DEF 14A filed by Weave Communications Inc.