DEF 14A of Weave Communications, Inc., Apr 8, 2025

DEF 14A of Weave Communications, Inc.

Filed Apr 8, 2025 · FY20240001609151-25-000037

Open on EDGAR

  1. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Our board of directors currently consists of seven directors and is divided into three classes, with staggered three-year terms, pursuant to our amended and restated certificate of incorporation and our amended and restated bylaws. Directors in Class I will stand for election at the Annual Meeting. The terms of office of directors in Class II and Class III expire at our annual meetings of stockholders to be held in 2026 and 2027, respectively. Our board of directors proposes that each of the two Class I nominees named below, each of whom is currently serving as a director in Class I, be elected as a Class I director for a three-year term expiring at our 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. Shares represented by proxies will be voted “FOR” the election of each of the two nominees named below unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than the two directors. Stockholders may not cumulate votes for the election of directors.

  2. Nominees to Our Board of Directors

    Nominees to Our Board of Directors The nominees and their ages, occupations and lengths of service on our board of directors as of March 24, 2025 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

  3. Nominees to Our Board of Directors

    | Name | Age | Position | Director Since | | Class I Directors: | | | | | Tyler Newton(1)(2)(3) | 52 | Director | August 2017 | | David Silverman(1)(3) | 53 | Director | October 2015 |

  4. Nominees to Our Board of Directors

    _______________________ (1) Member of our audit committee (2) Member of our compensation committee (3) Member of our nominating and governance committee Tyler Newton has served as a member of our board of directors since August 2017. Since December 2006, Mr. Newton has served as a partner at Catalyst Investors, a growth equity investment firm he joined in April 2000. Mr. Newton has also served on the boards of directors of a number of privately held companies and previously served on the board of directors for Mindbody, Inc. until June 2016. Mr. Newton holds a B.A. degree in Economics from Middlebury College and is a CFA Charter holder. We believe that Mr. Newton’s growth investing experience as a director of numerous technology companies give him the qualifications and skills to serve as a director. David Silverman has served as a member of our board of directors since October 2015. Mr. Silverman has served as a managing partner at Crosslink Capital, a venture capital firm since July 2011. Prior to joining Crosslink Capital, Mr. Silverman was a managing director at Piper Jaffray from July 2009 to July 2011 and a partner at 3i Ventures from June 2000 to July 2008. Mr. Silverman holds a B.A. degree from Dartmouth College and a J.D. degree from Stanford University. We believe that Mr. Silverman’s experience as a venture capital investor with a focus on financial technologies, and his overall management experience, give him the qualifications and skills to serve as a director.

  5. Continuing Directors

    Continuing Directors The directors who are serving for terms that end following the Annual Meeting and their ages, occupations and lengths of service on our board of directors as of March 24, 2025 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

  6. Continuing Directors

    | Name | Age | Position | Director Since | | Class II Directors: | | | | | Blake G Modersitzki(1) | 59 | Director | October 2015 | | George Scanlon(2) | 67 | Director | May 2022 | | Debora Tomlin(1) | 56 | Director | December 2020 | | Class III Directors: | | | | | Stuart C. Harvey Jr.*(3) | 63 | Director | July 2020 | | Brett T. White | 62 | Director | July 2020 |

  7. Continuing Directors

    _______________________ (1) Member of our compensation committee (2) Member of our audit committee (3) Member of our nominating and governance committee * Chairperson of our board of directors Blake G Modersitzki has served as a member of our board of directors since October 2015. Mr. Modersitzki has served as a managing director of Pelion Venture Partners from May 2002 until October 2013 when he was promoted to managing partner. He also currently serves on the boards of directors of several private companies including Deserve, Inc. since August 2016. Mr. Modersitzki holds a B.A. degree in Economics from Brigham Young University. We believe that Mr. Modersitzki’s investment experience and knowledge of our industry give him the qualifications and skills to serve as a director. George P. Scanlon has served as a member of our board of directors since May 2022. Mr. Scanlon is currently a private investor. From 2010 to 2013, Mr. Scanlon was the Chief Executive Officer of Fidelity National Financial, Inc. (“FNF”), after serving as its Chief Operating Officer earlier in 2010. Mr. Scanlon also served as the Executive Vice President - Finance of Fidelity National Information Services from 2009 to 2010 and the Chief Financial Officer of Fidelity National Information Services from 2008 to 2009. Prior to working at FNF, Mr. Scanlon served as the Chief Financial Officer at several companies in various industries, including real estate, technology and data services. Mr. Scanlon currently serves on the board of directors of Landstar System, Inc. since May 2017 and previously served on the boards of directors of WageWorks, Inc. from October 2018 to August 2019 and Remy International, Inc. from October 2012 to November 2015. Mr. Scanlon holds a B.B.A. degree in Accounting from University of Notre Dame and an M.B.A. from University of Miami – Herbert Business School. We believe that Mr. Scanlon’s financial background and public company experience give him the qualifications and skills to serve as a director. Debora Tomlin has served as a member of our board of directors since December 2020. Since March 2016, Ms. Tomlin has served on the board of directors for LiveRamp Holdings, Inc. (f/k/a Acxiom Corporation). Ms. Tomlin has served as an Advisor to Blumberg Capital since October 2021. Ms. Tomlin served as the Chief Marketing Officer and Head of Global Communications for Gen Digital Inc. (f/k/a NortonLifeLock, Inc.) from February 2019 to September 2020. Prior to that, Ms. Tomlin served as the Chief Marketing & Distribution Officer for CSAA Insurance Group from August 2012 to February 2019. Ms. Tomlin holds a B.A. degree in English from Siena College and a master’s degree in Political Science from North Carolina State University. We believe that Ms. Tomlin’s technology marketing background and public company experience give her the qualifications and skills to serve as a director. Stuart C. Harvey Jr. has served as a member of our board of directors since July 2020 and as the Chairperson of our board of directors since September 2021. Mr. Harvey currently serves as a senior advisor to Blackstone. Mr. Harvey has also served on the boards of several private companies including Engage2Excel, Inc., a private company, since July 2020, Affinipay, a private company, since March 2021 and Electronic Merchant Services, a private company, since December 2024. Mr. Harvey previously served as a member of the board of directors of Perception Capital Corp. III (f/k/a Portage FinTech Acquisition Corporation) from March 2021 to July 2023, a member of the board of directors for Trustwave Holdings, Inc. from September 2009 to June 2023 and as chairman from June 2019 to June 2023, chairman of the board of directors for Paysafe Group from April 2018 to April 2021, and as executive chairman of the board of directors for WageWorks from September 2018 to August 2019. Prior to that, Mr. Harvey served as a managing director of Piper Sandler from November 2015 to December 2017 and was president and chief operating officer from November 2016 to December 2017. Mr. Harvey holds a B.A. degree in Government from Saint John’s University, a J.D. from The George Washington University Law School and an M.B.A. from Northwestern University – Kellogg School of Management. We believe that Mr. Harvey’s senior leadership experience and significant expertise in corporate operations and finance qualifies him to serve as a director. Brett White has served as our Chief Executive Officer since August 2022 and as a member of our board of directors since July 2020. Prior to serving as our Chief Executive Officer, Mr. White served as our President and Chief Operating Officer from April 2022 to August 2022. Prior to that, Mr. White served as the Chief Financial Officer for Mindbody, Inc. from July 2013 to December 2021 and as its Chief Operating Officer from 2016 to 2020. Mr. White also serves as a member of the board of directors of Inspired Flight Technologies Inc., a private company, since January 2022 and as a member of the Dean’s Advisory Council and has served as an Entrepreneur in Residence for the Orfalea College of Business, California Polytechnic State University since April 2018. Mr. White holds a B.A. degree in Business Economics with honors and an Accounting emphasis from the University of California, Santa Barbara. We believe that Mr. White’s financial background and public company experience give him the qualifications and skills to serve as a director. There are no family relationships among our directors and executive officers.

  8. Director Compensation

    Director Compensation

  9. Director Compensation Table

    Director Compensation Table The following table provides information concerning compensation awarded to, earned by or paid to each person who served as a non‑employee member of our board of directors during the fiscal year ended December 31, 2024. Mr. White is not included in the table below, as he served as an executive officer of Weave Communications and did not receive compensation for his service as director while serving in his executive officer roles. The compensation received by Mr. White for his service as an executive officer or director is shown in “Executive Compensation — Summary Compensation Table” below.

  10. Director Compensation Table

    | 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 |

  11. Director Compensation Table

    _______________________ (1) Our non-employee directors are entitled to receive annual fees payable quarterly in arrears for service on our board of directors and committees thereof pursuant to our non-employee director compensation policy, as described further below under “—Non-Employee Director Compensation Arrangements.” (2) The amounts reported in this column reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for awards of restricted stock units (“RSUs”) granted during the fiscal year. See Note 12 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for further information about the assumptions underlying the calculations. The amount reported reflects the accounting value for the RSU awards and does not correspond to the actual economic value that may be received by the non-employee directors from the RSU awards. Pursuant to our non-employee director compensation policy, each non-employee director may elect to defer distribution of his or her RSUs until he or she leaves the board of directors. Each of Mr. Harvey and Ms. Tomlin elected to defer 100% of their 2024 RSU awards. For information regarding the number of unvested RSU awards held by each non-employee director as of December 31, 2024, see the column “Unvested Restricted Stock Units” in the table directly below. (3) Our non‑employee directors held the following number of stock options and RSUs (or deferred RSUs in the case of Mr. Harvey and Ms. Tomlin) as of December 31, 2024:

  12. Director Compensation Table

    | 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 |

  13. Director Compensation Table

    (4) In 2024, Messrs. Newton and Silverman did not directly receive any compensation for their services as directors of the Company. Mr. Newton serves as a partner to Catalyst Investors, and Mr. Silverman is a control person of Crosslink LLC. RSUs with an aggregate grant date fair value of $214,574 per director were granted to Messrs. Newton and Silverman. Pursuant to agreements between each director and their affiliated fund, all compensation and equity awards that Messrs. Newton and Silverman received in 2024 were payable and transferred to Catalyst Investors and Crosslink LLC, respectively.

  14. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements Our non-employee director compensation policy is designed to obtain and retain the services of qualified persons to serve as members of our board of directors. During the first three months of 2024, our non-employee directors were entitled to receive the following annualized cash compensation We pay the annual retainer fee and any additional annual fees to each director in arrears in equal quarterly installments and pro-rated for partial quarters of service: Annual Cash Retainer •Non-employee member of board of directors: $35,000. •Non-employee Chairperson: $20,000 (in addition to non-employee member retainer above). •Non-Employee Lead Independent Director: $15,000 (in addition to non-employee member retainer above) Annual Committee Cash Retainer: •Audit Committee: $20,000 for Chair and $10,000 for other members. •Compensation Committee: $12,000 for Chair and $6,000 for other members. •Nominating and Governance Committee: $8,000 for Chair and $4,000 for other members. In May 2024, our compensation committee recommended and our board of directors approved modifications to the cash compensation arrangements for non-employee directors. Effective April 1, 2024, non-employee directors are entitled to receive the following annualized cash compensation: Annual Cash Retainer •Non-employee member of board of directors: $60,000. •Non-employee Chairperson: $43,800 (in addition to non-employee member retainer above). •Non-Employee Lead Independent Director: $15,000 (in addition to non-employee member retainer above) Annual Committee Cash Retainer: •Audit Committee: $20,000 for Chair and $10,000 for other members. •Compensation Committee: $15,000 for Chair and $7,000 for other members. •Nominating and Governance Committee: $8,000 for Chair and $4,000 for other members. Equity Grants The policy also provides for grants of stock options or RSUs (in the discretion of our board of directors) to purchase or acquire shares of our common stock under the 2021 Equity Incentive Plan, or 2021 Plan, to the non-employee directors upon their initial election or appointment to our board of directors and annually during their continued service thereafter. Any stock options granted will have an exercise price equal to 100% of the fair market value of our common stock on the date of grant. Pursuant to the policy, non-employee directors are automatically granted restricted stock units in connection with their initial election or appointment to our board of directors and, subject to meeting certain service requirements, at each annual meeting thereafter, provided they are continuing to serve on our board of directors. The amount of each grant is determined by using a pre-established grant date value for the initial or annual grant, as the case may be, divided by the volume weighted average price over the thirty trading days prior to and including the grant date. In April 2024, our compensation committee recommended, and our board of directors approved, changes to its annual grant of RSUs for each non-employee member of the Board of Directors. Beginning in 2025, the grant date value for equity awards to be granted to non-employee directors when they are elected or appointed for the first time to our board of directors increased from $300,000 to $350,000. The initial grant vests in three annual installments on the first, second and third anniversary of the grant date, subject to the director’s continued service through such vesting dates. In addition, beginning in 2025, the grant date value for equity awards to be granted to continuing non-employee directors who has served on our board of directors for at least 6 months prior to the annual meeting on the date of each annual meeting of our stockholders, increased from $150,000 to $183,000. The annual equity award vests in full on the earlier of the one-year anniversary of the date of grant and the date of the next annual meeting of our stockholders, subject to the director’s continued service through such vesting date. Non-employee directors may elect to receive all or a portion of their initial and annual grants in the form of deferred stock units that are vested settled in shares after they leave our board of directors. All equity awards to our non-employee directors will vest in full immediately prior to any change in control of our company. Expense Reimbursement Our non-employee director compensation policy also provides that we reimburse our non-employee directors for reasonable expenses incurred in connection with the performance of their duties, in accordance with our travel and expense policy as in effect from time to time. The non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” NOMINEES FOR THE ELECTION OF THE TWO CLASS I DIRECTORS SET FORTH IN THIS PROPOSAL ONE.

  15. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning compensation awarded to, earned by or paid to each of our named executive officers during 2023 and 2024:

  16. Summary Compensation Table

    | 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 |

  17. Summary Compensation Table

    _______________________ (1) Mr. McNeil was hired as our Chef Revenue Officer in February 2024. The amount listed above for Mr. McNeil’s salary represents the prorated portion of the salary to which he was entitled to based on the duration of his employment in 2024. (2) Pursuant to his employment agreement with us, Mr. McNeil was paid a $100,000 sign-on bonus as an inducement to join our company. (3) The amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for RSU awards granted during 2024, as discussed in Note 12 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The grant date fair value of each RSU award is measured based on the closing price of our common stock on the date of grant. The amount reported reflects the accounting value for the RSU awards and does not correspond to the actual economic value that may be received by the named executive officers from the RSU awards. (4) The amounts reported in this column represent the cash incentive awards earned under the Senior Management Plan (as defined below), as applicable, based on individual performance and the achievement of 2024 company milestones relating to revenue and non-GAAP operating income, as described further under “Senior Management Annual Bonus Plan” below. The amount of Mr. McNeil’s bonus is reduced by the amount of his sign-on bonus (see footnote 2 above) pursuant to his employment agreement with us. (5) For 2024, the amounts in this column represent 401(k) plan matching contributions from us.

  18. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Brett White Under our amended and restated employment agreement with Brett White, if his employment is terminated by us without cause or by Mr. White for good reason outside of the period beginning three months prior to and ending 12 months following a change in control (as such terms are defined in his employment agreement) and Mr. White executes a release of claims, Mr. White will be entitled to: •the aggregate amount of his annual base salary, payable over a 12 month period from the date of termination; •reimbursement for COBRA premiums in an amount equal to his (and his eligible dependents’) monthly health premiums, at the coverage level in effect immediately prior to his termination, until the earlier of (a) 12 months following the date of termination and (b) the date that Mr. White (and his eligible dependents) become covered under similar plans; and •accelerated vesting of up to 379,396 of the 1,191,667 RSUs previously granted to Mr. White on May 5, 2022 pursuant to the schedule set forth his employment agreement based on his tenure with us, but with no accelerated vesting to occur on or after April 25, 2023. In addition, Mr. White’s amended and restated employment agreement provides that if his employment is terminated by us without cause or by him for good reason in the period beginning three months prior to and ending 12 months following a change in control and Mr. White executes a release of claims, he will be entitled to receive: •a lump sum payment in the aggregate amount of 18 months of base salary; •a lump sum cash payment equal to his prorated annual bonus for the calendar year of termination based on performance at 100% of target; •reimbursement for COBRA premiums in an amount equal to his (and his eligible dependents’) monthly health premiums, at the coverage level in effect immediately prior to termination, until the earlier of (a) 18 months following the date of termination and (b) the date that Mr. White (and his eligible dependents) become covered under similar plans; and •his outstanding unvested equity awards that are subject to time vesting will vest in full. David McNeil and Branden Neish Under our employment agreements with David McNeil and Branden Neish, if the respective named executive officer’s employment is terminated by us without cause outside of the period beginning three months prior to and ending 12 months following a change in control (as such terms are defined in their respective employment agreements) and the named executive officer executes a release of claims, then he will be entitled to: •payment of his annual base salary for 12 months in the case of Mr. Neish and 6 months in the case of Mr. McNeil, payable in equal monthly installments from the date of termination; and •reimbursement for COBRA premiums in an amount equal to the named executive officer’s (and her or his eligible dependents’) monthly health premiums, at the coverage level in effect immediately prior to termination, until the earlier of (a) 12 months following the date of termination and (b) the date that the named executive officer (and her or his eligible dependents) become covered under similar plans. Additionally, in the case of Mr. McNeil’s employment agreement, Mr. McNeil will also be entitled to the benefits described above if he resigns for good reason (as such term is defined in his employment agreements). The employment agreements also provide that if the respective named executive officer’s employment is terminated by us without cause or by him for good reason in the period beginning three months prior to and ending 12 months following a change in control and the named executive officer executes a release of claims, then he will be entitled to receive: •a lump sum payment in the aggregate amount of 12 months of base salary; •a lump sum cash payment equal to the named executive officer’s prorated annual bonus for the calendar year of termination based on performance at 100% of target; •reimbursement for COBRA premiums in an amount equal to the named executive officer’s (and the named executive officer’s eligible dependents’) monthly health premiums, at the coverage level in effect immediately prior to termination, until the earlier of (a) 12 months following the date of termination and (b) the date that the named executive officer (and the named executive officer’s eligible dependents) become covered under similar plans; and •any outstanding unvested equity awards of the named executive officer that are subject to time vesting will vest in full. In addition to the foregoing, Mr. Neish’s employment agreement provides that in the event of merger or other corporate transaction (as defined in the 2021 Plan), if the Company or its successor does not agree to assume equity awards granted to him, or to substitute equivalent awards or rights for such equity awards, then 100% of the unvested portion of such equity awards shall vest as of the date immediately preceding the corporate transaction.

  19. Outstanding Equity Awards at Fiscal Year‑End Table

    Outstanding Equity Awards at Fiscal Year‑End Table The following table provides information regarding the outstanding stock option and RSU awards held by our named executive officers as of December 31, 2024.

  20. Outstanding Equity Awards at Fiscal Year‑End Table

    | | | 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 |

  21. Outstanding Equity Awards at Fiscal Year‑End Table

    _______________________ (1) The equity awards in this table are subject to acceleration of vesting upon the circumstances described in “—Potential Payments upon Termination or Change in Control” above. (2) The per share exercise price for stock options granted prior to our November 2021 initial public offering was, pursuant to the terms of the 2015 Plan, equal to the fair market value of a share of our common stock on the date of grant as determined by our board of directors in accordance with Section 409A of the Internal Revenue Code of 1986, as amended. (3) The market value of unvested RSUs is calculated by multiplying the number of RSUs by $15.92, the closing per share market price of our common stock on December 31, 2024, the last trading day in 2024. (4) Represents stock options granted under the 2015 Plan that vested as to 25% of the total number of shares on July 15, 2021, and vests as to 1/48th of the total number of shares each month thereafter over the following three years. (5) Represents an award of RSUs granted under the 2021 Plan, which vested as to 33% of the total number of shares on April 25, 2023 and vests as to the remaining shares in equal quarterly installments over the following two years. (6) Represents an award of RSUs granted under the 2021 Plan, which vested as to 33% of the total number of shares on August 15, 2023, and vests as to 1/12th of the total number of shares in quarterly installments thereafter. (7) Represents an award of RSUs granted under the 2021 Plan, which vests as to 33% of the total number of shares on March 15, 2024 and vests as to the remaining shares in equal quarterly installments over the following two years. (8) Represents an award of RSUs granted under the 2021 Plan, which vests as to 33% of the total number of shares on March 15, 2025 and vests as to the remaining shares in equal quarterly installments over the following two years. (9) Represents an award of RSUs granted under the 2021 Plan, which vested as to 25% of the total number of shares on November 15, 2022, and vests as to 1/48th of the total number of shares each month thereafter over the following three years. (10) Represents an award of RSUs granted under the 2021 Plan, which vested as to 33% of the total number of shares on March 15, 2023, and vests as to the remaining shares in equal quarterly installments over the following two years.