WEAVE COMMUNICATIONS INC (WEAV)
Sector: Information Technology
2026 Annual Meeting Analysis
WEAVE COMMUNICATIONS INC · Meeting: June 10, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Two Class II Directors
Scanlon has served since May 2022 (approximately 4 years), has strong financial credentials including former CFO and CEO roles at public companies and serves as the audit committee financial expert; WEAV's 3-year price return of +13.4% trails the XLV sector ETF by only +0.7 percentage points, well below the 50-point threshold required to trigger an AGAINST vote under the low-positive TSR band, so no TSR concern applies.
Tomlin has served since December 2020 (over 5 years), brings technology marketing and public company board experience relevant to Weave's business; WEAV's 3-year return is within 1 percentage point of the XLV benchmark, far below the 50-point underperformance threshold needed to trigger an AGAINST vote, and the 5-year check also shows no disqualifying underperformance.
Both Class II nominees pass all policy screens: no overboarding, no attendance issues disclosed, no familial relationships with management, no independence concerns, and WEAV's 3-year TSR (+13.4%) effectively matches the XLV sector ETF benchmark (+12.7%), producing a gap of only +0.7 percentage points against the 50-point trigger threshold for the low-positive TSR band — a comfortable pass on all dimensions.
Say on Pay
✓ FORCEO
Brett White
Total Comp
$5,220,802
Prior Support
N/A
CEO Brett White received total compensation of approximately $5.2 million in 2025, which is within a reasonable range for a CEO at a ~$400 million market-cap healthcare technology company; the pay mix is heavily weighted toward variable compensation — roughly 90% of total pay comes from stock awards and performance-based cash bonuses, well above the 50-60% variable threshold the policy requires. The annual cash bonus plan used objective, measurable metrics (revenue weighted 70% and non-GAAP operating income weighted 30%) and paid out at approximately 92% of target, reflecting actual performance that fell just short of target levels — this is appropriate pay-for-performance alignment. No prior Say on Pay vote result is disclosed in this filing, so no prior-year-support trigger applies, and no other policy flags (clawback adequacy, excessive dilution, or fixed-pay dominance) are triggered by the disclosed facts.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,573,767
Non-Audit Fees
$2,000
Non-audit fees for 2025 were only $2,000 against audit fees of $1,573,767, a ratio of well under 1% — far below the 50% threshold that would raise independence concerns; PricewaterhouseCoopers is a Big 4 firm appropriate for a public company of this size; auditor tenure is not disclosed in the proxy so the tenure trigger cannot be applied, and no material restatements are noted.
Overall Assessment
The 2026 Weave Communications annual meeting ballot contains two proposals: election of two Class II directors and ratification of PricewaterhouseCoopers as auditor. Both nominees pass all director policy screens and the auditor relationship is clean with negligible non-audit fees; no Say on Pay proposal appears on this ballot, and no stockholder proposals were submitted for this meeting.