DEF 14A of Spire Global, Inc.
Filed Apr 23, 2024 · FY20230000950170-24-046902
TABLE OF CONTENTS
| Executive Compensation Arrangements | 35 | | Potential Payments Upon Termination or Change in Control | 38 | | EQUITY COMPENSATION PLAN INFORMATION | 39 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 39 | | CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS | 41 | | Indemnification Agreements | 41 | | Lock-Up Agreement | 41 | | Pre-Merger Related Party Transactions of NavSight Holdings, Inc. | 41 | | Policies and Procedures for Related Party Transactions | 42 | | OTHER MATTERS | 42 | | Delinquent Section 16(a) Reports | 42 | | Fiscal Year 2023 Annual Report and SEC Filings | 42 | | Appendix A | 44 | | Appendix B | 65 |
Continuing Directors
Continuing Directors Peter Platzer has served as our President, Chief Executive Officer, and as one of our directors since August 2021. Mr. Platzer served as the co-founder and Chief Executive Officer of Legacy Spire and as one of its directors from September 2012 through the Closing of our merger with NavSight. Prior to this, Mr. Platzer served as Senior Portfolio Manager at Vegasoul Capital, LLC, an asset management firm, from September 2010 to September 2011, and as Director, Proprietary Trader at Deutsche Bank AG, an investment bank and financial services company, from July 2007 to December 2010. Mr. Platzer also served as Head of Quantitative Research at TRG Management LP, also known as The Rohatyn Group, an asset management firm, from May 2003 to July 2007. Mr. Platzer holds a Dipl. Ing (equivalent to B.S., M.S., and Ph.D. qualification exam) in Physics from the Technical University of Vienna, an M.Sc. cum laude in Space Science and Management from the International Space University, and an M.B.A. summa cum laude from Harvard Business School. Mr. Platzer was selected to serve on our board of directors because of the perspective and experience he brings as our President and Chief Executive Officer. Stephen Messer has served as one of our directors since August 2021. Mr. Messer served as one of the directors of Legacy Spire from May 2014 through the Closing. Mr. Messer has served as Member at Zephir Worldwide LLC, a venture capital firm, since 2012. Mr. Messer has served as Vice Chairman and Co-Founder at Collective[i], a foundation AI model for Commerce, since January 2008 and as President and Co-Founder of World Evolved Services, LLC, a venture capital firm, since January 2006. Prior to this, Mr. Messer served as Chief Executive Officer and Co-Founder at LinkShare Corporation, an affiliate marketing service company acquired by Rakuten, Inc., from 1996 to 2005. Mr. Messer currently serves on the board of directors of several private companies and on the advisory boards for multiple venture capital firms. Mr. Messer holds a B.A. in Government and Law, History from Lafayette College and a J.D. from Benjamin N. Cardozo School of Law, Yeshiva University. Mr. Messer was selected to serve on our board of directors because of his extensive business and leadership experience and his experience in technology, AI, and growth companies. Joan Amble has served as one of our directors since August 2022. She has an extensive career in finance, most recently serving as Executive Vice President, Finance, and Comptroller for American Express. Prior to holding senior leadership positions at American Express, Ms. Amble spent more than a decade at General Electric, most recently serving as Chief Operating Officer and Chief Financial Officer for GE Capital markets, overseeing securitizations, debt placement, and syndication, as well as structured equity transactions. She has extensive experience in corporate governance, having served on the Board of Directors of Broadcom Corp, Brown-Forman, Sirius XM Holdings Inc., and as an independent advisor to the Executive Committee of the U.S. affiliate of Societe Generate S.A. Ms. Amble currently serves on the Board of Directors of Zurich Insurance Group AG and Booz Allen Hamilton Holding Corp. Until May 2023, she was a board member, audit committee chair and member of the nomination and governance committee at BuzzFeed, Inc. She is currently the president of JCA Consulting, LLC. Throughout her career, Ms. Amble has been a tremendous advocate for the professional development of women in business. She is the co-founder of W.O.M.E.N in America, a leadership program launched in the fall of 2009. Ms. Amble was selected to serve on our board of directors because of her extensive business experience and leadership in finance, accounting, and corporate governance. William D. Porteous has served as one of our directors since August 2021. Mr. Porteous served as one of the directors of Legacy Spire from May 2014 through the Closing. Since August 2000, Mr. Porteous has been with RRE Ventures, LLC, a venture capital firm, where he currently serves as a General Partner and the firm’s Chief Operating Officer. Over the course of his career, Mr. Porteous has served on the board of directors of more than 20 companies. In addition to Spire, Mr. Porteous currently serves as Chairman of the Board of Directors of BlackSky Technology Inc., (NYSE: BKSY) as well as Nanit, Paperless Post, Pattern, Pilot Fiber, Ursa, and Wave. Mr. Porteous has also served as Co-Chairman and Founder at the Dockery Farms Foundation, a non-profit dedicated to preserving the historic property and heritage of Dockery Farms. Mr. Porteous served as an Adjunct Professor at Columbia University from January 2003 to May 2018. Mr. Porteous holds a B.A. in English from Stanford University, an M.B.A. from the Harvard Business School, and an M.Sc. in Economics and Industrial Relations from the London School of Economics and Political Science. Mr. Porteous was selected to serve on our board of directors because of his extensive business and leadership experience.
Compensation Committee
| • | reviewing and making recommendations regarding non-employee director compensation to our full board of directors; and |
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our nominating and corporate governance committee is responsible for reviewing with the board of directors the appropriate characteristics, skills, and experience required for the board of directors as a whole and its individual members. Our nominating and corporate governance committee uses a variety of methods to identify and evaluate director nominees. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, issues of character, integrity, judgment, corporate experience, and diversity and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors, potential conflicts of interest, and other commitments. Nominees must also have the highest personal and professional ethics and integrity, have proven achievement and competence in their field and the ability to exercise sound business judgment, have skills that are complementary to those of the existing board of directors, the ability to assist and support management and make significant contributions to our success, and understand the fiduciary responsibilities that are required of a member of our board of directors and have sufficient time and energy necessary to diligently carry out those responsibilities. Members of our board of directors are expected to prepare for, attend, and participate in all board of directors and applicable committee meetings. Our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. In its evaluation of director candidates, our nominating and corporate governance committee considers the suitability of each director candidate, including current directors, in light of current size and composition, organization, and governance of our board of directors and the needs of our board of directors and the respective committees of our board of directors. In making determinations regarding nominations of directors, our nominating and corporate governance committee may take into account the benefits of diverse viewpoints. Our nominating and corporate governance committee also considers the above factors and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, including incumbent directors, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection.
Director Compensation
Director Compensation
Director Compensation Policy
Director Compensation Policy We have an Outside Director Compensation Policy (the “director compensation policy”). The director compensation policy was amended effective June 14, 2023, with input from our independent compensation consultant, Compensia, Inc. (“Compensia”), regarding practices and compensation levels at the same group of peer companies used for executive compensation comparisons and is intended to attract, retain, and reward non-employee directors. Under the director compensation policy, each non-employee director will receive the cash and equity compensation for board services described below. We also will reimburse our non-employee directors for reasonable, customary, and documented travel expenses to meetings of our board of directors or its committee and other expenses.
Maximum Annual Compensation Limit
Maximum Annual Compensation Limit Our director compensation policy provides that in any fiscal year, no non-employee director may be granted equity awards (based on grant date fair value determined in accordance with U.S. generally accepted accounting principles (“GAAP”)), and be provided any other compensation, including without limitation cash retainers or fees in amounts that, in the aggregate, exceed $750,000, provided that such amount is increased to $1,000,000 in the fiscal year of initial service as a non-employee director. Equity awards granted or other compensation provided to a non-employee director for services provided as an employee or consultant (other than a non-employee director) will not count toward this annual limit. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.
Equity Compensation
Equity Compensation Initial Award. Pursuant to our director compensation policy, on the first trading day on or after the date that a person first becomes a non-employee director, such person will receive an initial award of RSUs with an aggregate grant date fair value, determined in accordance with GAAP, equal to $275,000 (with any fractional share rounded down) (the “Initial Award”). The Initial Award will be scheduled to vest in three, equal installments on each of the one-, two-, and three-year anniversaries of the Initial Award’s grant date, in each case subject to continued services to us through the applicable vesting date. If the person was a member of our board of directors and also an employee, then becoming a non-employee director due to termination of employment will not entitle the person to an Initial Award. Annual Award. On the first trading day immediately after the date of each annual meeting of our stockholders, each non-employee director who has served as a non-employee director for at least six months through the date of such annual meeting will receive automatically an annual award of RSUs with an aggregate grant date fair value determined in accordance with GAAP, equal to $175,000 (with any fractional share rounded down) (the “Annual Award”). Each Annual Award will be scheduled to vest in full on the earlier of the one-year anniversary of the grant date, or the date of the next annual meeting following the grant date, subject to continued services to us through the applicable vesting date. Change in Control. In the event of a change in control, as defined in the 2021 Plan, each non-employee director’s then-outstanding equity awards covering shares of our Class A common stock that were granted to him or her while a non-employee director will accelerate vesting in full. Other Award Terms. Each Initial Award and Annual Award will be granted under the 2021 Plan (or its successor plan, as applicable) and form of award agreement under such plan. Stock Awards in Lieu of Cash Retainers. Our director compensation policy allows non-employee directors to elect to convert 100% of their cash retainer fees with respect to services to be performed in the next fiscal year of ours into an award of shares of our Class A common stock (each, a “Retainer Award”) in accordance with the election procedures under our director compensation policy. Retainer Awards will be granted automatically on the first trading day immediately following each of the four fiscal quarters in the applicable fiscal year, subject to the non-employee director’s continued service with us through such date. The number of shares subject to a Retainer Award will be determined by dividing the amount of cash retainer fees otherwise payable for the most recently completed fiscal quarter described above applicable to the non-employee director, by the closing sales price of a share of our Class A common stock on the grant date of the Retainer Award (or, if no closing sales price was reported on that date, on the last trading day such closing sales price was reported), with the number of shares subject to the Retainer Award, if any fractional share results, rounded down to the nearest whole share. Stock Option in Lieu of Restricted Stock Units and Cash Retainers. Our director compensation policy also allows non-employee directors to elect to receive their Initial Award or Annual Award, as applicable, in the form of stock options to purchase shares of our Class A common stock, in accordance with the election procedures under our director compensation policy. In the case of Annual Awards, any election by the non-employee director will be required to be made for the next calendar year, and in the case of Initial Awards, any election by the non-employee director will be required to be made within a specified period in connection with such individual first becoming a non-employee director. Each stock option award will cover that number of shares of our Class A common stock that results in a grant date fair value, determined in accordance with GAAP, that is equal to the value of the Initial Award or Annual Award as described above (with the number of shares subject to such award, if any fractional share results, rounded down to the nearest whole share), and have the same vesting schedule that applies to the Initial Annual or Annual Award, as applicable, as described above. Further, any non-employee director who has both an election in place to receive stock options in lieu of RSUs for the Annual Award and an election in place to receive cash retainer fees in the form of a Retainer Award, automatically will receive Retainer Awards in the form of stock options. The number of shares of our Class A common stock subject to each such stock option award will be determined as such number of shares, based on the closing sales price of a share of our Class A common stock on the date of the grant of the Retainer Award (or, if no closing sales price was reported on that date, on the last trading day such closing sales price was reported), that would result in a grant date fair value, determined in accordance with GAAP, of the stock option being equal to the cash retainer fees otherwise payable for the most recently completed fiscal quarter described above applicable to the non-employee director (with the number of shares subject to the Retainer Award, if any fractional share results, rounded down to the nearest whole share). Each such Retainer Award granted as stock options will be fully vested and exercisable on its grant date. Each stock option described above granted under our director compensation policy will have a per share exercise price equal to 100% of the fair market value of a share of our Class A common stock on the award’s grant date, and a maximum term to expiration of 10 years from the grant date.
Director Compensation Table for Fiscal Year 2023
Director Compensation Table for Fiscal Year 2023 The following table provides information regarding compensation of our non-employee directors for service as directors, for the year ended December 31, 2023. Directors who are also our employees receive no additional compensation for their service as directors. During 2023, our employee directors, Mr. Platzer and Ms. Condor, did not receive any compensation for their services as directors. See “Executive Compensation” for additional information regarding Mr. Platzer’s and Ms. Condor’s compensation.
Director Compensation Table for Fiscal Year 2023
| Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Option Awards (3) | Non-Equity Incentive Plan Compensation | Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | Joan Amble | $45,000 | $174,997 | $- | $- | $- | $- | $219,997 | | Dirk Hoke | $45,000 | $- | $174,998 | $- | $- | $- | $219,998 | | Stephen Messer | $47,198 | $174,997 | $- | $- | $- | $- | $222,195 | | William Porteous | $71,152 | $174,997 | $- | $- | $- | $- | $246,149 | | Jack Pearlstein (4) | $10,000 | $- | $- | $- | $- | $- | $10,000 |
Director Compensation Table for Fiscal Year 2023
| (1) The amounts reported represent the cash retainer amounts received and, for those directors who elected to receive all or a portion of their cash retainers in the form of stock or option awards, the value of the equity award on the date of grant. |
Director Compensation Table for Fiscal Year 2023
| (2) The amounts reported represent the aggregate grant-date fair value of the RSUs awarded to the director in 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“ASC 718”), disregarding forfeiture assumptions. These amounts do not reflect the actual economic value that may be realized by the non-employee directors, and there can be no assurance that these amounts will ever be realized by the non-employee directors. |
Director Compensation Table for Fiscal Year 2023
| (3) The amounts reported represent the aggregate grant-date fair value of stock options awarded to the director in 2023, computed in accordance with ASC 718. For discussion of the assumptions used in calculating the dollar amount recognized for financial statement reporting purposes of the awards reported in this column, see Note 10 to our consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2023. |
Director Compensation Table for Fiscal Year 2023
| (4) Mr. Pearlstein resigned from the Board of Directors effective March 13, 2023. As a result, his cash retainer amount is proportionate to the duration of his service as a director during 2023, and he did not receive an equity award in 2023. |
Director Compensation Table for Fiscal Year 2023
The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2023:
Director Compensation Table for Fiscal Year 2023
| | | Option Awards | | | Stock Awards | | Name | Grant Date | Number of Securities Underlying Unexercised Options | Option Exercise Price Per Share ($) | Option Expiration Date | Number of Securities Underlying Unvested Stock Awards | | Dirk Hoke | 11/15/2021 | 12,246(1) | 43.20 | 11/15/2031 | — | | | 6/2/2022 | 22,389(2) | 13.92 | 6/2/2032 | — | | | 6/14/2023 | 61,446(3) | 5.37 | 6/14/2033 | — | | Stephen Messer | 4/1/2019 | 762(2) | 14.80 | 3/31/2029 | — | | | 2/18/2021 | 22,852(4) | 26.32 | 2/17/2031 | — | | | 6/14/2023 | — | — | — | 32,600(5) | | William Porteous | 6/14/2023 | — | — | — | 32,600(5) | | Joan Amble | 8/11/2022 | — | — | — | 15,076(6) | | | 6/14/2023 | — | — | — | 32,600(5) |
Director Compensation Table for Fiscal Year 2023
| (1) The shares of our Class A common stock underlying this option vest as to 1/3rd of the total shares annually commencing November 15, 2022, subject to Mr. Hoke's continued role as a service provider to us. | | (2) The shares of our Class A common stock underlying this option are fully vested and immediately exercisable. | | (3) The shares of our Class A common stock underlying this option fully vest on the earlier of the one-year anniversary of the grant date or the date of the 2024 annual meeting, subject to Mr. Hoke's continued role as a service provider to us. | | (4) This option is subject to an early exercise provision and is immediately exercisable. The shares of our Class A common stock underlying this option vest as to 1/48th of the total shares monthly commencing March 3, 2021, subject to Mr. Messer's continued role as a service provider to us. | | (5) The service-based vesting condition will be satisfied as to all of the RSUs on the earlier of the one-year anniversary of the grant date or the date of the 2024 annual meeting, subject to the holder's continued role as a service provider to us. | | (6) The service-based vesting condition will be satisfied as to all of the RSUs on August 20, 2025, subject to Ms. Amble's continued role as a service provider to us. |
PROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 1—ELECTION OF DIRECTORS Our board of directors is currently composed of six members. We have a classified board of directors consisting of three classes, each serving staggered three-year terms. At each annual meeting of stockholders, directors of a specific class of our board of directors will be elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected and qualified or until their earlier death, resignation, or removal.
PROPOSAL NO. 3 — AMENDMENT TO 2021 EQUITY INCENTIVE PLAN TO INCREASE NUMBER OF SHARES
PROPOSAL NO. 3 — AMENDMENT TO 2021 EQUITY INCENTIVE PLAN TO INCREASE NUMBER OF SHARES
Key Reasons to Vote for this Proposal
Key Reasons to Vote for this Proposal • Equity awards are a key part of our compensation program. We believe that equity compensation has been, and will continue to be, a critical component of our compensation package because it (i) contributes to a culture of ownership among our employees and other service providers, (ii) aligns our employees’ interests with the interests of our other stockholders, and (iii) preserves our cash resources. It has been our practice to grant equity broadly throughout the organization, not just to executive officers and directors. We compete for talent in an extremely competitive industry, often with larger companies with greater resources. We believe that our ability to compensate with equity awards is essential to our efforts to attract and retain top talent. • Equity awards incentivize the achievement of key business objectives and increases in stockholder value. We believe that equity awards have been and will continue to be critical to our success and that they play an important role in incentivizing employees across our Company to achieve our key business objectives and drive increases in stockholder value. The 2021 Plan promotes the long-term financial interest of our Company, including the growth in value of our Company’s equity and enhancement of long-term stockholder return. • The 2021 Plan provides necessary flexibility. The 2021 Plan provides for the grant of RSUs, restricted stock, non-qualified and incentive stock options, stock appreciation rights, and performance-based awards. The flexibility inherent in the plan permits the compensation committee to change the type, terms and conditions of awards as circumstances may change. We believe that this flexibility and the resulting ability to more affirmatively adjust the nature and amounts of executive compensation are particularly important for a public company such as ours, given the volatility of the public markets and reactions to economic and world events.
Eligibility
Eligibility The 2021 Plan permits the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the Company’s employees, and the grant of nonstatutory stock options, stock appreciation rights, restricted stock, RSUs and performance awards to employees, directors and consultants of the Company. As of March 31, 2024, there were approximately 414 employees and four non-employee directors eligible to be granted awards under the 2021 Plan.
Authorized Shares
Shares issuable under the 2021 Plan may be authorized, but unissued, or reacquired shares of Class A common stock. If an award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program (as described below), or, with respect to restricted stock, RSUs, or performance awards, is forfeited to or repurchased due to failure to vest, the unpurchased shares (or for awards other than stock options or stock appreciation rights, the forfeited or repurchased shares) will become available for future grant or sale under the 2021 Plan. With respect to stock appreciation rights, only the net shares actually issued will cease to be available under the 2021 Plan and all remaining shares under stock appreciation rights will remain available for future grant or sale under the 2021 Plan. Shares that actually have been issued under the 2021 Plan under any award will not be returned to the 2021 Plan; except if shares issued pursuant to awards of restricted stock, RSUs, or performance awards are repurchased or forfeited due to failure to vest, such shares will become available for future grant under the 2021 Plan. Shares used to pay the exercise price of an award or satisfy the tax liabilities or withholding obligations related to an award (which withholdings may be in amounts greater than the minimum statutory amount required to be withheld as determined by the administrator of the 2021 Plan) will become available for future grant or sale under the 2021 Plan. To the extent an award is paid out in cash rather than shares, such cash payment will not result in a reduction in the number of shares available for issuance under the 2021 Plan. If any dividend or other distribution (whether in cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of shares or other securities of the Company, or other change in the Company’s corporate structure affecting the shares (other than any ordinary dividends or other ordinary distributions), the administrator of the 2021 Plan, to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2021 Plan, will adjust the number and class of shares that may be delivered under the 2021 Plan; the number, class, and price of shares covered by each outstanding award; and the numerical share limits contained in the 2021 Plan.
Stock Options
Stock Options Stock options may be granted under the 2021 Plan. The per share exercise price of options granted under the 2021 Plan generally must be equal to at least 100% of the fair market value of a share of Class A common stock on the date of grant. The term of an option may not exceed ten years. With respect to any participant who owns more than 10% of the voting power of all classes of the Company’s outstanding stock, the term of an incentive stock option granted to such participant must not exceed five years and the per share exercise price must equal at least 110% of the fair market value of a share of Class A common stock on the grant date. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, certain shares, cashless exercise, net exercise, as well as other types of consideration permitted by applicable law. After the cessation of service of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in his or her option agreement. In the absence of a specified time in an award agreement, if such cessation is due to death or disability, the option will remain exercisable for six months. In all other cases, in the absence of a specified time in an award agreement, the option will remain exercisable for three months following the cessation of service. An option, however, may not be exercised later than the expiration of its term. Subject to the provisions of the 2021 Plan, the administrator determines the terms of options. Until shares are issued under an option, the participant will not have any right to vote or receive dividends or have any other rights as a stockholder with respect to such shares, and no adjustment will be made for a dividend or other right for which the record date is before the date such shares are issued, except as provided in the 2021 Plan, as summarized further above.
Restricted Stock
Restricted Stock Restricted stock may be granted under the 2021 Plan. Restricted stock awards are grants of shares of Class A common stock that may have vesting requirements under any such terms and conditions established by the administrator. The administrator will determine the number of shares of restricted stock granted to any employee, director or consultant and, subject to the provisions of the 2021 Plan, will determine the terms and conditions of such awards. The administrator may impose whatever restrictions on transferability, forfeiture provisions or other restrictions or vesting conditions (if any) it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to us). The administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. The administrator, in its sole discretion, may determine that an award of restricted stock will not be subject to any period of restriction and consideration for such award is paid for by past services rendered as a service provider. Recipients of restricted stock awards generally will have voting rights and rights to dividends and other distributions with respect to such shares upon grant, unless the administrator provides otherwise. If such dividends or distributions are paid in shares, the shares will be subject to the same restrictions on transferability and forfeitability as the shares of restricted stock with respect to which they were paid. Shares of restricted stock that do not vest are subject to the right of repurchase or forfeiture.
Restricted Stock Units
Restricted Stock Units RSUs may be granted under the 2021 Plan. Each RSU is a bookkeeping entry representing an amount equal to the fair market value of one share of Class A common stock. Subject to the provisions of the 2021 Plan, the administrator determines the terms and conditions of RSUs, including any vesting criteria and the form and timing of payment. The administrator may set vesting criteria based upon the achievement of company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator in its discretion. The administrator, in its sole discretion, may pay earned RSUs in the form of cash, shares, or a combination of both. Notwithstanding the foregoing, the administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.
Performance Awards
Performance Awards Performance awards may be granted under the 2021 Plan. Performance awards are awards that may be earned in whole or in part on the attainment of performance goals or other vesting criteria that the administrator may determine, and that may be denominated in cash or stock. Each performance award will have an initial value that is determined by the administrator. Subject to the terms and conditions of the 2021 Plan, the administrator determines the terms and conditions of performance awards, including any vesting criteria and form and timing of payment. The administrator may set vesting criteria based upon the achievement of company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator in its discretion. The administrator, in its sole discretion, may pay earned performance awards in the form of cash, shares, or a combination of both. The administrator, in its discretion, may reduce or waive any performance objectives or other vesting provisions for any performance award.
Non-Employee Directors
Non-Employee Directors Non-employee directors are eligible to receive all types of awards (except for incentive stock options) under the 2021 Plan. The 2021 Plan provides that in any given fiscal year, no outside director may be granted any equity awards (including equity awards under the 2021 Plan) (the value of which will be based on their grant date fair value) and be provided any other compensation (including without limitation any cash retainers and fees) that in the aggregate exceed $750,000, provided that in the fiscal year of the individual’s initial service as a non-employee director, such amount is increased to $1,000,000. For the purposes of this maximum limit provision, the grant date fair values of awards granted under the 2021 Plan will be determined according to GAAP. Any awards or other compensation provided to an individual for his or her services as an employee or a consultant (other than an outside director) will not count toward this limit. This maximum limit provision does not reflect the intended size of any potential grants or a commitment to make grants to the outside directors under the 2021 Plan in the future.
Merger or Change in Control
Merger or Change in Control The 2021 Plan provides that in the event of the Company’s merger or change in control, as defined in the 2021 Plan, each outstanding award will be treated as the administrator determines, without a participant’s consent. The administrator may provide that awards granted under the 2021 Plan will be assumed or substituted by substantially equivalent awards, be terminated immediately before the merger or change in control, become vested and exercisable or payable and be terminated in connection with the merger or change in control, be terminated in exchange for cash, other property or other consideration or any combination of the above. The administrator is not required to treat all awards, all awards held by a participant, all portions of awards, or all awards of the same type, similarly. If a successor corporation does not so assume or substitute a substantially equivalent award for any outstanding award (or a portion of such award), then such award (or its applicable portion) will fully vest, all restrictions on such award (or its applicable portion) will lapse, all performance goals or other vesting criteria applicable to such award (or its applicable portion) will be deemed achieved at 100% of target levels and such award (or its applicable portion) will become fully exercisable, if applicable, for a specified period before the transaction, unless specifically provided otherwise under the applicable award agreement or other written agreement with the participant authorized by the administrator. The award (or its applicable portion) will then terminate upon the expiration of the specified period of time. If an option or stock appreciation right is not assumed or substituted, the administrator will notify the participant that such option or stock appreciation right will be exercisable for a period of time determined by the administrator in its sole discretion and the option or stock appreciation right will terminate upon the expiration of such period. If awards granted to a non-employee director while such individual was a non-employee director are assumed or substituted for in the merger or change in control and the service of such non-employee director is terminated (other than upon his or her voluntary resignation that does not include a resignation at the request of the acquirer) on or following the date of such merger or change in control, all such awards will fully vest, all restrictions on such awards will lapse, all performance goals or other vesting criteria applicable to such awards will be deemed achieved at 100% of target levels and such awards will become fully exercisable, if applicable, unless specifically provided otherwise under the applicable award agreement or other written agreement with the non-employee director authorized by the administrator.
New Plan Benefits
| Name | Number of RSUs | Number of Stock Options | | Peter Platzer | 176,152 | — | | Theresa Condor | 125,110 | — | | Boyd Johnson | 107,500 | — | | All current executive officers as a group | 502,512 | — | | All non-employee directors as a group | 97,800 | 61,446 | | All employees, other than executive officers, as a group | 824,630 | — |
Compensation Objectives and Process
The compensation committee is primarily responsible for establishing and approving the compensation for all of our executive officers. The compensation committee oversees our compensation and benefit plans and policies, oversees and administers our equity incentive plans and reviews and approves annually all compensation decisions relating to all of our executive officers, including our Chief Executive Officer. The compensation committee considers recommendations from our Chief Executive Officer regarding the compensation of our executive officers other than himself. Our compensation committee has the authority under its charter to engage the services of a consulting firm or other outside advisor to assist it in designing our compensation programs and in making compensation decisions. In 2023, the compensation committee engaged Compensia, its independent compensation consultant, to research and prepare a list of peer companies for the purpose of reviewing comparator executive officer compensation. The compensation committee reviews and approves the peer company list each year, prior to the approval of compensation matters for our executive officers.
Annual Cash Incentive Program
Annual Cash Incentive Program In May 2023, the compensation committee approved the annual executive officer short-term incentive bonus program for the NEOs that would be earned based, for the named executive officers, 100% on the Company-based metrics. The Company-based metrics were, weighted equally: (i) annual recurring revenue (“ARR”) as of December 31, 2023; (ii) non-GAAP operating loss in 2023; and (iii) 2023 revenue divided by average 2023 headcount (“Revenue Per Head”). The compensation committee also established the target percentage by which the base salary of each named executive officer would be multiplied in order to determine the dollar amount that would be multiplied by the weighted percentage payout level applicable to each named executive officer following determination of such based on actual performance. The target amount for each named executive officer is set forth below:
Annual Cash Incentive Program
| Named Executive Officer | Target % of 2023 Annual Base Salary | | Peter Platzer | 100% | | Boyd Johnson | 70% | | Theresa Condor | 90% |
Annual Cash Incentive Program
In early 2024, the compensation committee determined the degree to which ARR, non-GAAP operating loss and Revenue Per Head were achieved. The compensation committee determined that:
Annual Cash Incentive Program
| • ARR was $106.8 million at December 31, 2023, resulting in 81.0% of target payout; | | • Non-GAAP operating loss was $25.8 million for 2023, resulting in 126.0% of target payout (non-GAAP operating loss was determined using GAAP operating loss of $44.7 million and adjusting for certain items, as reconciled in the Company’s earnings release filed with a Current Report on Form 8-K on March 6, 2024); and | | • Revenue Per Head was $258.9 million, resulting in 110.0% of target payout. |
Annual Cash Incentive Program
As a result, the weighted payout was 105.5% of target; however, upon further review, discussion, and consideration of the Company's focus on profitability achievement in 2024, the compensation committee determined that the short-term incentive bonus payments for Company performance in 2023 would be cancelled for the named executive officers.
Equity Awards
Equity Awards A key component of an executive officer’s compensation is equity incentive awards, which are critical to focusing our executives on the Company’s long-term growth and creating stockholder value. The compensation committee grants equity awards under the Spire Global, Inc. 2021 Equity Incentive Plan. On March 1, 2023, the compensation committee, as part of its annual review of executive compensation, approved grants of RSUs to our named executive officers, which were granted effective April 14, 2023 and vest in equal 1/16th installments on a quarterly basis beginning May 20, 2023. Also in 2023, the compensation committee approved additional RSU grants to our named executive officers in connection with Mr. Platzer and Ms. Condor's relocation from Luxembourg to Munich, Germany (which RSUs were granted on October 2, 2023 and vested on February 20, 2024), and Mr. Johnson's appointment as Chief Administrative Officer and General Counsel (which RSUs were granted on December 12, 2023 and vest in equal 1/12th installments on a quarterly basis beginning February 20, 2024). The following sets forth the RSUs granted in 2023 to the NEOs:
Equity Awards
| Name | Grant Date | Number of RSUs Granted | | Peter Platzer | 4/14/2023 | 168,750 | | | 10/2/2023 | 7,402 | | Theresa Condor | 4/14/2023 | 120,750 | | | 10/2/2023 | 4,360 | | Boyd Johnson | 4/14/2023 | 67,500 | | | 12/12/2023 | 40,000 |
Summary Compensation Table for Fiscal Year 2023
Summary Compensation Table for Fiscal Year 2023 The following table presents information regarding compensation earned by or awarded to our named executive officers during the years ended December 31, 2023 and 2022.
Summary Compensation Table for Fiscal Year 2023
| Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Non-Equity Incentive Plan Compensation (2) | All Other Compensation | Total | | Peter Platzer | 2023 | $477,310(3) | $- | $855,515 | $- | $3,898(7) | $1,336,724 | | Chief Executive Officer | 2022 | $428,116(4) | $- | $6,408,760 | $445,766 | $89,656 | $7,372,298 | | Boyd Johnson, Chief Legal Officer, Chief Administrative Officer, General Counsel, and Corporate Secretary | 2023 | $385,000 | $- | $614,720 | $- | $78(8) | $999,798 | | Theresa Condor | 2023 | $424,276(5) | $- | $607,776 | $- | $491(9) | $1,032,543 | | Chief Operating Officer | 2022 | $360,406(6) | $- | $3,219,460 | $367,829 | $637 | $3,948,332 |
Summary Compensation Table for Fiscal Year 2023
| (1) The amounts reported in this column represent the aggregate grant date fair value of the RSUs granted to each named executive officer, computed in accordance with ASC 718. The grant date fair value of the RSUs was calculated based on the closing price of our Class A common stock on the date of grant or, if the grant was not a trading day, the closing price on the last market trading day prior to the date of grant, and does not take into account any estimated forfeitures related to time-based vesting conditions. See the "Outstanding Equity Awards at 2023 Year-End" table for additional details of the RSU grants. | | (2) Reflects performance-based bonuses earned in 2022 but paid in early 2023. See "Compensation Decisions for 2023 - Annual Cash Incentive Program" and "Executive Compensation Arrangements" sections for further details of the performance-based bonus programs | | (3) Mr. Platzer's annual base salary is paid in Euros. Mr. Platzer's annual base salary in 2023 was €441,176. The amount shown reflects the aggregate translation of salary paid in Euro to USD based on the average exchange rate applicable for each monthly pay period. | | (4) In 2022, Mr. Platzer's annual base salary increased from €363,159 to €381,000 effective February 1, 2022, increased to €390,525 on April 1, 2022 for the Luxembourg government mandated annual inflationary adjustment, and increased to €441,176 effective August 1, 2022. The amount shown reflects the aggregate translation of salary paid in Euros to USD based on the average exchange rate applicable for each monthly pay period. | | (5) Ms. Condor's annual base salary is paid in Euros. Ms. Condor's annual base salary in 2023 was €392,157. The amount shown reflects the aggregate translation of salary paid in Euro to USD based on the average exchange rate applicable for each monthly pay period. | | (6) In 2022, Ms. Condor's annual base salary increased from €187,575 to €325,000 effective February 1, 2022, increased to €333,125 on April 1, 2022 for the Luxembourg government mandated annual inflationary adjustment, and increased to €392,157 effective August 1, 2022. The amount shown reflects the aggregate translation of salary paid in Euro to USD based on the average exchange rate applicable for each monthly pay period. | | (7) Amount includes parking and meal allowances. | | (8) Amount reflects life insurance premiums paid by the Company during the fiscal year for the benefit of Mr. Johnson. | | (9) Amount reflects meal allowances. |
Outstanding Equity Awards at 2023 Year-End
Outstanding Equity Awards at 2023 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2023:
Outstanding Equity Awards at 2023 Year-End
| | | Option Awards (1) | | | | Stock Awards (4) | | | Name | Grant Date | Number of Shares Underlying Options Exercisable | Number of Shares Underlying Options Unexercisable | Option Exercise Price ($) (2) | Option Expiration Date (3) | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($) (5) | | Peter Platzer | 8/17/2015 | 175,662(6) | — | 7.04 | 8/16/2025 | — | — | | | 3/8/2017 | 4,700(6) | — | 7.84 | 3/7/2027 | — | — | | | 3/21/2018 | 170,428(6) | — | 14.80 | 3/20/2028 | — | — | | | 11/12/2019 | 13,711(6) | — | 15.60 | 11/12/2029 | — | — | | | 11/2/2020 | 128,870 | 38,313(7) | 17.36 | 11/1/2030 | — | — | | | 11/11/2020 | 1,828 | 20,110(8) | 17.36 | 11/10/2030 | — | — | | | 2/18/2021 | 68,354(6) | — | 26.32 | 2/17/2031 | — | — | | | 2/18/2021 | 36,564(6) | — | 26.32 | 2/17/2031 | — | — | | | 2/4/2022 | — | — | — | — | 16,813(11) | 131,478 | | | 4/19/2022 | — | — | — | — | 84,063(12) | 657,373 | | | 4/19/2022 | — | — | — | — | 89,625(13) | 700,868 | | | 4/14/2023 | — | — | — | — | 137,109(16) | 1,072,192 | | | 10/2/2023 | — | — | — | — | 7,402(17) | 57,884 | | Theresa Condor | 6/29/2016 | 2,285(6) | — | 7.04 | 6/28/2026 | — | — | | | 6/29/2016 | 18,282(6) | — | 7.04 | 6/28/2026 | — | — | | | 11/15/2016 | 554(6) | — | 7.84 | 11/14/2026 | — | — | | | 11/15/2016 | 820(6) | — | 7.84 | 11/14/2026 | — | — | | | 3/8/2017 | 1,975(6) | — | 7.84 | 3/7/2027 | — | — | | | 3/21/2018 | 82,835(6) | — | 14.80 | 3/20/2028 | — | — | | | 11/13/2018 | 1,186(6) | — | 14.80 | 11/12/2028 | — | — | | | 11/12/2019 | 6,855(6) | — | 15.60 | 11/11/2029 | — | — | | | 11/2/2020 | 18,114 | 5,384(9) | 17.36 | 11/1/2030 | — | — | | | 11/11/2020 | 856 | 9,427(10) | 17.36 | 11/10/2030 | — | — | | | 2/18/2021 | 15,895(6) | — | 26.32 | 2/17/2031 | — | — | | | 2/4/2022 | — | — | — | — | 34,290(11) | 268,148 | | | 2/4/2022 | — | — | — | — | 6,531(14) | 51,072 | | | 2/4/2022 | — | — | — | — | 34,750(15) | 271,745 | | | 4/14/2023 | — | — | — | — | 98,109(16) | 767,212 | | | 10/2/2023 | — | — | — | — | 4,360(17) | 34,095 | | Boyd Johnson | 11/1/2022 | — | — | — | — | 42,187(18) | 329,902 | | | 4/14/2023 | — | — | — | — | 54,843(16) | 428,872 | | | 12/12/2023 | — | — | — | — | 40,000(19) | 312,800 |
Outstanding Equity Awards at 2023 Year-End
| (1) Each of the outstanding option awards listed was granted pursuant to the Spire Global, Inc. 2012 Stock Option and Grant Plan. |
Outstanding Equity Awards at 2023 Year-End
| (2) Represents the grant date fair value of a share of our Class A common stock, as determined by our board of directors. |
Outstanding Equity Awards at 2023 Year-End
| (3) Each option expiration date is the date 10 years after the grant date, with earlier expiration in the event of termination of service. |
Outstanding Equity Awards at 2023 Year-End
| (4) Each of the stock awards listed was granted pursuant to the Spire Global, Inc. 2021 Equity Incentive Plan. |
Outstanding Equity Awards at 2023 Year-End
| (5) The market value of each stock award listed is based on the closing market price per share of our Class A common stock on the NYSE on December 29, 2023, the last trading day of 2023. |
Outstanding Equity Awards at 2023 Year-End
| (6) The shares underlying this option are fully vested and immediately exercisable. |
Outstanding Equity Awards at 2023 Year-End
| (7) The shares underlying this option vest, subject to Mr. Platzer’s continued role as a service provider to us, as to 1/4th of the total shares on November 2, 2021 with 1/48th of the total shares vesting monthly thereafter. |
Outstanding Equity Awards at 2023 Year-End
| (8) The shares underlying this option vest, subject to Mr. Platzer’s continued role as a service provider to us, as to 1/12th of the total shares monthly commencing on December 11, 2023. |
Outstanding Equity Awards at 2023 Year-End
| (9) The shares underlying this option vest, subject to Ms. Condor's continued role as a service provider to us, as to 1/4th of the total shares on November 2, 2021 with 1/48th of the total shares vesting monthly thereafter. |
Outstanding Equity Awards at 2023 Year-End
| (10) The shares underlying this option vest, subject to Ms. Condor's continued role as a service provider to us, as to 1/12th of the total shares monthly commencing November 11, 2024. |
Outstanding Equity Awards at 2023 Year-End
| (11) RSU award pursuant to which 50% of the total shares vested on February 20, 2023, with 1/8th of the remaining shares vesting quarterly thereafter commencing May 20, 2023, subject to the officer's continued role as a service provider to us. |
Outstanding Equity Awards at 2023 Year-End
| (12) RSU award pursuant to which 1/8th of the total shares vest quarterly commencing May 20, 2023, subject to Mr. Platzer's continued role as a service provider to us. |
Outstanding Equity Awards at 2023 Year-End
| (13) RSU award pursuant to which 1/4th of the total shares vest quarterly commencing May 20, 2025, subject to Mr. Platzer's continued role as a service provider to us. |
Outstanding Equity Awards at 2023 Year-End
| (14) RSU award pursuant to which 1/8th of the total shares vest on May 20, 2023, with 1/8th of the remaining shares vesting quarterly thereafter commencing August 20, 2023, subject to Ms. Condor's continued role as a service provider to us. |
Outstanding Equity Awards at 2023 Year-End
| (15) RSU award pursuant to which 1/4th of the total shares vest quarterly commencing May 20, 2025, subject to Ms. Condor's continued role as a service provider to us. |
Outstanding Equity Awards at 2023 Year-End
| (16) RSU award pursuant to which 1/16th of the total shares vest quarterly commencing May 20, 2023, subject to the officer's continued role as a service provider to us. |
Outstanding Equity Awards at 2023 Year-End
| (17) RSU award pursuant to which 100% of the total shares vest on February 20, 2024, subject to the officer's continued role as a service provider to us. |
Outstanding Equity Awards at 2023 Year-End
| (18) RSU award pursuant to which 1/4th of the total shares vested on November 20, 2023, with 1/12th of the remaining shares vesting quarterly thereafter commencing February 20, 2024, subject to Mr. Johnson's continued role as a service provider to us. |
Outstanding Equity Awards at 2023 Year-End
| (19) RSU award pursuant to which 1/12th of the total shares vest quarterly commencing on February 20, 2024, subject to Mr. Johnson's continued role as a service provider to us. |
Prior Employment Arrangements
| • | full vesting acceleration of all of his then outstanding equity awards; and |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Regardless of the manner in which a named executive officer’s service terminates, that named executive officer is entitled to receive amounts earned during his term of service, including unpaid salary and accrued but unused vacation, as applicable. As described above, Messrs. Platzer and Johnson and Ms. Condor are eligible to receive certain payments and benefits in connection with Qualifying Terminations, both during and outside of a Change in Control Period, pursuant to their Employment Agreements. Also as described above, the Employment Agreements provide that in the case of a termination of employment as the result of a Qualifying Termination during a Change in Control Period, the executive’s then-outstanding equity awards will accelerate and immediately become fully vested, and the period to exercise any award will become the expiration date of such award, as applicable. The Restated Platzer Agreement also provides that in the case of a termination of his employment as the result of a Qualifying Termination that is not during a Change in Control Period, Mr. Platzer’s then-outstanding equity awards will accelerate and immediately become fully vested, and the period to exercise any award will become the expiration date of such award, as applicable. In the case of Ms. Condor and Mr. Johnson, in the event of a termination of their employment as the result of a Qualifying Termination that is not during a Change in Control Period, their then-outstanding equity awards will be treated as provided in the applicable plan and award agreements. In addition, as a U.S.-based employee, Mr. Johnson’s Employment Agreement provides that, if any of the amounts provided for under the Employment Agreement or otherwise payable to him would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, he would receive (to the extent he is entitled to such receipt) either the full payment of benefits under the Employment Agreement or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him. The Employment Agreement does not provide for any tax gross-ups in connection with a change in control.