DEF 14A of Spire Global, Inc.
Filed Apr 22, 2025 · FY20240000950170-25-056838
TABLE OF CONTENTS
| Executive Compensation Arrangements | 26 | | Potential Payments Upon Termination or Change in Control | 27 | | EQUITY COMPENSATION PLAN INFORMATION | 28 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 28 | | CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS | 30 | | Policies and Procedures for Related Party Transactions | 30 | | OTHER MATTERS | 31 | | Delinquent Section 16(a) Reports | 31 | | Fiscal Year 2024 Annual Report and SEC Filings | 31 |
Nominees for the Board of Directors
Nominees for the Board of Directors Peter Platzer has served as one of our directors since August 2021 and became the Executive Chairman in January 2025. He served as our Chief Executive Officer from August 2021 to December 2024 and as our President from August 2021 to March 5, 2025. 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 former 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.
Continuing Directors
Continuing Directors 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. Theresa Condor has served as our President since March 5, 2025, our Chief Executive Officer since January 2025 and one of our directors since August 2021. Prior to her role as Chief Executive Officer, Ms. Condor served as Chief Operating Officer from October 2021 to December 2024 and Executive Vice President, General Manager of Space Services and Earth Intelligence from August 2021 to October 2021. Ms. Condor also served as Executive Vice President, General Manager of Space Services and Earth Intelligence at Legacy Spire, in addition to serving in a variety of other roles, since February 2013, and served as one of Legacy Spire’s directors since November 2015. From August 2008 to February 2012, Ms. Condor was with Citigroup Inc., an investment bank and financial services company, where she served most recently as Vice President of Trade Risk Distribution at the Latin America Desk and previously as a Rotating Management Associate. Ms. Condor holds a B.A. in Government from Cornell University and an M.I.A. in International Finance and Policy from the School of International and Public Affairs at Columbia University. Ms. Condor was selected to serve on our board of directors because of her industry, business, and leadership experience and the perspective and experience she brings as our Chief Executive Officer. Dirk Hoke has served as one of our directors since November 2021. Mr. Hoke is currently the Chief Executive Officer of VOITH Group, a global operating technology company. Mr. Hoke was the Chief Executive Officer of Volocopter GmbH, the pioneer of Urban Air Mobility, until February 2025. In December 2024, Volocopter GmbH began provisional insolvency proceedings and was subsequently acquired by Diamond Aircraft Industries in March 2025. Prior to joining us, Mr. Hoke served as the Chief Executive Officer of the Airbus Defence and Space division of Airbus SE and served as a member of the Airbus Executive Committee from January 2016 to August 2021. Before joining Airbus, he worked at Siemens AG, where he held various executive-level positions including General Manager for the Transrapid Propulsion and Power Supply, President of Siemens Transportation Systems China, the first Chief Executive Officer of Siemens Africa and the Chief Executive Officer of Industrial Solutions, Customer Services and Large Drives in Germany from May 2005 to December 2015. Mr. Hoke currently serves on the Board of Directors of SolarEdge Technologies, Inc. He holds a degree in Mechanical Engineering from the Technical University of Brunswick, Germany and is an Alumni of the Young Global Leader Program of the World Economic Forum. Mr. Hoke was selected to serve on our board of directors because of his in-depth experience and leadership in the aerospace industry.
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.
Equity Award Timing Policies and Practices
Equity Award Timing Policies and Practices We do not grant equity awards in anticipation of the release of material non-public information, and we do not time the release of material non-public information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material non-public information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has typically granted such awards on a predetermined annual schedule.
Director Compensation
Director Compensation
Director Compensation Policy
Director Compensation Policy We have an Outside Director Compensation Policy (the “director compensation policy”). 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 restricted stock units (“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 Equity Incentive Plan (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 2024
Director Compensation Table for Fiscal Year 2024 The following table provides information regarding compensation of our non-employee directors for service as directors, for the year ended December 31, 2024. Directors who are also our employees receive no additional compensation for their service as directors. During 2024, 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 2024
| 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 | $174,995 | $- | $- | $- | $- | $219,995 | | Dirk Hoke | $45,000 | $- | $174,543 | $- | $- | $- | $219,543 | | Stephen Messer | $49,000 | $174,995 | $- | $- | $- | $- | $223,995 | | William Porteous | $91,472 | $174,995 | $- | $- | $- | $- | $266,467 |
Director Compensation Table for Fiscal Year 2024
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Director Compensation Table for Fiscal Year 2024
| (1) The amounts reported represent the cash retainer amounts received and, for those directors who elected to receive all or a portion of their cash retainers in the form of stock or option awards, the value of the equity award on the date of grant. | | (2) The amounts reported represent the aggregate grant-date fair value of the RSUs awarded to the director in 2024, computed in accordance with FASB ASC Topic 718, Stock Compensation (“ASC 718”), disregarding forfeiture assumptions. These amounts do not reflect the actual economic value that may be realized by the non-employee directors, and there can be no assurance that these amounts will ever be realized by the non-employee directors. | | (3) The amounts reported represent the aggregate grant-date fair value of stock options awarded to the director in 2024, computed in accordance with ASC 718. For discussion of the assumptions used in calculating the dollar amount recognized for financial statement reporting purposes of the awards reported in this column, see Note 11 to our consolidated financial statements in the Annual Report on Form 10-K/A for the year ended December 31, 2024. |
Director Compensation Table for Fiscal Year 2024
The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2024:
Director Compensation Table for Fiscal Year 2024
| | | Option Awards | | | Stock Awards | | Name | Grant Date | Number of Securities Underlying Unexercised Options | Option Exercise Price Per Share ($) | 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(1) | 13.92 | 6/2/2032 | — | | | 6/14/2023 | 61,446(1) | 5.37 | 6/14/2033 | — | | | 6/5/2024 | 33,901(2) | 10.17 | 6/5/2034 | — | | Stephen Messer | 4/1/2019 | 762(1) | 14.80 | 3/31/2029 | — | | | 2/18/2021 | 22,852(1) | 26.32 | 2/17/2031 | — | | | 6/5/2024 | — | — | — | 17,207(3) | | William Porteous | 6/5/2024 | — | — | — | 17,207(3) | | Joan Amble | 8/11/2022 | — | — | — | 7,538(4) | | | 6/5/2024 | — | — | — | 17,207(3) |
Director Compensation Table for Fiscal Year 2024
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Director Compensation Table for Fiscal Year 2024
| (1) The shares of our Class A common stock underlying this option are fully vested and immediately exercisable. | | (2) The shares of our Class A common stock underlying this option fully vest on June 5, 2025, subject to Mr. Hoke's continued role as a service provider to us. | | (3) The shares of our Class A common stock fully vest on June 5, 2025, subject to the applicable director's continued role as a service provider to us. | | (4) The service-based vesting condition will be satisfied as to all of the shares of our Class A common stock underlying 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.
Compensation Objectives and Process
Compensation Objectives and Process The compensation committee has designed the Company’s executive compensation program with a strategy to facilitate its ability to attract, retain, reward, and motivate a high performing executive team. The Company’s compensation philosophy is based on a motivational plan to provide pay-for-performance (at both the individual and Company levels), to enable the Company’s executive team to achieve the Company’s objectives successfully. Our compensation programs are designed to: • attract and retain individuals with superior ability and managerial experience; • align executive officers’ incentives with our corporate strategies, business objectives and the long-term interests of our stockholders; and • increase the incentive to achieve key strategic performance measures by linking incentive award opportunities to the achievement of performance objectives and by providing a portion of total compensation for executive officers in the form of ownership in the Company. 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 herself. 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 2024, the compensation committee engaged Compensia, Inc., 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 2024 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, 2024; (ii) non-GAAP operating loss in 2024; and (iii) 2024 revenue divided by average 2024 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 2024 Annual Base Salary | | Peter Platzer | 100% | | Theresa Condor | 90% | | Leonardo Basola | 80% |
Annual Cash Incentive Program
In April 2025, the compensation committee determined the degree to which ARR, non-GAAP operating loss and Revenue Per Head were achieved. The compensation committee determined that: • ARR was $112.2 million at December 31, 2024, resulting in 66.0% of target; • Non-GAAP operating loss was $30.4 million for 2024, resulting in 4.9% of target (non-GAAP operating loss was determined using GAAP operating loss of $68.9 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 31, 2025); and • Revenue Per Head was $256.0 million, resulting in 79.7% of target. As a result, the weighted calculation was 50.2% of target; however, upon further review, discussion, and consideration of the Company's focus on profitability achievement in 2025, the compensation committee determined that the short-term incentive bonus payments for Company performance in 2024 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 2021 Plan. On February 27, 2024, 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 March 7, 2024, and vest in equal 1/8th installments on a quarterly basis beginning May 20, 2024. Mr. Platzer and Mr. Basola voluntarily forfeited 262,500 and 115,000, respectively, of these RSUs on March 7, 2024; however, on August 12, 2024, the compensation committee granted Mr. Basola an additional 45,000 RSUs that vest in equal 1/8th installments on a quarterly basis beginning August 20, 2024, and on October 18, 2024, the compensation committee granted Mr. Platzer an additional 262,500 RSUs that vest in equal 1/6th installments on a quarterly basis beginning November 20, 2024. The following sets forth the RSUs granted in 2024 to the NEOs:
Equity Awards
| Name | Grant Date | Number of RSUs Granted | Number of RSUs Forfeited | Net RSUs Received | | Peter Platzer | 3/7/2024 | 525,000 | (262,500) | 262,500 | | | 10/18/2024 | 262,500 | — | 262,500 | | Theresa Condor | 3/7/2024 | 185,000 | — | 185,000 | | Leonardo Basola | 3/7/2024 | 230,000 | (115,000) | 115,000 | | | 8/21/2024 | 45,000 | — | 45,000 |
Summary Compensation Table for Fiscal Year 2024
Summary Compensation Table for Fiscal Year 2024 The following table presents information regarding compensation earned by or awarded to our named executive officers during the years ended December 31, 2024 and 2023.
Summary Compensation Table for Fiscal Year 2024
| Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Peter Platzer Executive Chairman, Former President and Chief Executive Officer | 2024 | $489,003(2) | $- | $8,877,750(6) | $- | $15,241(10) | $9,381,995 | | | 2023 | $477,310(3) | $- | $855,515(7) | $- | $19,817(11) | $1,352,643 | | Theresa Condor President and Chief Executive Officer, Former Chief Operating Officer | 2024 | $434,590(4) | $- | $2,231,100 | $- | $15,241(11) | $2,680,931 | | | 2023 | $424,276(5) | $- | $607,776(8) | $- | $16,410(12) | $1,048,462 | | Leonardo Basola Former Chief Financial Officer | 2024 | $390,000 | $- | $3,293,175(9) | $- | $78(13) | $3,683,253 |
Summary Compensation Table for Fiscal Year 2024
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Summary Compensation Table for Fiscal Year 2024
| (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 2024 Year-End " table for additional details of the RSU grants. | | (2) Mr. Platzer's annual base salary is paid in Euros. Mr. Platzer's annual base salary in 2024 was €441,176 and rose to €475,000 on September 1, 2024 . 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. | | (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) Ms. Condor's annual base salary is paid in Euros. Ms. Condor's annual base salary in 2024 was €392,157 and rose to €422,000 on September 1, 2024. 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. | | (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) Includes the grant date fair value of 262,500 RSUs that Mr. Platzer voluntarily forfeited on March 15, 2024. | | (7) Includes the grant date fair value of 7,402 RSUs issued to Mr. Platzer on October 2, 2023 for purposes of tax equalization in connection with his relocation from Luxembourg to Munich. | | (8) Includes the grant date fair value of 4,360 RSUs issued to Ms. Condor on October 2, 2023 for purposes of tax equalization in connection with her relocation from Luxembourg to Munich. | | (9) Includes the grant date fair value of 115,000 RSUs that Mr. Basola voluntarily forfeited on March 15, 2024. | | (10) Amount reflects personal travel and tax preparation services. | | (11) Amount reflects personal travel, tax preparation services, parking, and meal allowances. | | (12) Amount reflects personal travel, tax preparation services and meal allowances. | | (13) Amount reflects life insurance premiums paid by the Company during the fiscal year for the benefit of Mr. Basola. |
Outstanding Equity Awards at 2024 Year-End
Outstanding Equity Awards at 2024 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024:
Outstanding Equity Awards at 2024 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 | 9,829(6) | — | 15.60 | 11/12/2029 | — | — | | | 11/12/2019 | 3,882(6) | — | 15.60 | 11/12/2029 | — | — | | | 11/2/2020 | 167,183(6) | — | 17.36 | 11/1/2030 | — | — | | | 11/11/2020 | 21,938(6) | — | 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 | — | — | | | 4/19/2022 | — | — | — | — | 16,813(7) | 236,559 | | | 4/19/2022 | — | — | — | — | 89,625(8) | 1,261,024 | | | 4/14/2023 | — | — | — | — | 94,921(9) | 1,335,538 | | | 3/7/2024 | — | — | — | — | 164,063(10) | 2,308,366 | | | 10/17/2024 | — | — | — | — | 218,750(11) | 3,077,813 | | 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 | 23,498(6) | — | 17.36 | 11/1/2030 | — | — | | | 11/11/2020 | 10,283(6) | — | 17.36 | 11/10/2030 | — | — | | | 2/18/2021 | 15,895(6) | — | 26.32 | 2/17/2031 | — | — | | | 2/4/2022 | — | — | — | — | 11,430(12) | 160,820 | | | 2/4/2022 | — | — | — | — | 34,750(13) | 488,933 | | | 4/14/2023 | — | — | — | — | 67,921(14) | 955,648 | | | 3/7/2024 | — | — | — | — | 115,625(15) | 1,626,844 | | Leonardo Basola | 9/5/2023 | — | — | — | — | 54,687(16) | 769,446 | | | 3/7/2024 | — | — | — | — | 71,875(16) | 1,011,281 | | | 8/12/2024 | — | — | — | — | 33,750(16) | 474,863 |
Outstanding Equity Awards at 2024 Year-End
| (1) Each of the outstanding option awards listed was granted pursuant to the Spire Global, Inc. 2012 Stock Option and Grant Plan. | | (2) Represents the grant date fair value of a share of our Class A common stock, as determined by our board of directors. | | (3) Each option expiration date is the date 10 years after the grant date, with earlier expiration in the event of termination of service. | | (4) Each of the stock awards listed was granted pursuant to the 2021 Plan. | | (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 31, 2024. | | (6) The shares underlying this option are fully vested and immediately exercisable. | | (7) 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. | | (8) 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. | | (9) 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. | | (10) RSU award pursuant to which 1/8th of the total shares vest quarterly commencing May 20, 2024, subject to Mr. Platzer's continued role as a service provider to us. | | (11) RSU award pursuant to which 1/6th of the total shares vest quarterly commencing November 20, 2024, subject to Mr. Platzer's continued role as a service provider to us. | | (12) 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. | | (13) 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. | | (14) 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. | | (15) RSU award pursuant to which 1/8th of the total shares vest quarterly commencing May 20, 2024, subject to the officer's continued role as a service provider to us. | | (16) Due to Mr. Basola’s resignation on March 7, 2025, all his unvested RSUs as of such date were forfeited. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The Employment Agreements provide for severance pay and benefits in the event the executive’s employment is terminated by the Company without Cause (as defined in the respective Employment Agreements) or due to the executive’s resignation for Good Reason (as defined in the respective Employment Agreements), with such terminations referred to as a “Qualifying Termination.” The Employment Agreements provide that if the executive’s employment is terminated as the result of a Qualifying Termination, and the termination date occurs before a Change in Control (as defined in the 2021 Plan) or after the period that begins on the date of a Change in Control during the term and ends on the 18 month anniversary of such Change in Control (the “Change in Control Period”), then the Company shall, in addition to paying executive’s base salary and other compensation earned through the termination date: • pay to the executive as severance pay an amount equal to 100% of executive’s annualized base salary as of the termination date (or annualized base salary as of immediately prior to a material reduction of such base salary), less all legally required and authorized deductions and withholdings, payable in a lump sum on the first regular payroll date immediately following the termination date (the “Non-CIC Severance Payment”); • pay to the executive as additional severance pay an amount equal to 100% of executive’s target annual cash bonus for the fiscal year in which the termination date occurs, less all legally required and authorized deductions and withholdings, payable in a lump sum on the Company’s first regular payroll date immediately following the termination date (the “Non-CIC Bonus Payment”); • pay to the executive as additional severance a lump sum cash payment equal to 100% of executive’s group health insurance coverage with the Company, at the same level of coverage that was in effect as of the termination date, for a period of 12 months, less all legally required and authorized deductions and withholdings, payable in a lump sum on the Company’s first regular payroll date immediately following the termination date (the “Non-CIC Benefits Continuation Payment”); and • pay up to $15,000 for outplacement services by an outplacement services provider selected by the executive, with any such amount payable by the Company directly to the outplacement services provider or reimbursed to the executive, in either case subject to submission of appropriate receipts before the 12 month anniversary of the termination date (the “Outplacement Payments”). The Restated Platzer Agreement and Restated Condor Agreement also provide that in the case of such a termination, Mr. Platzer’s or Ms. Condor’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 Employment Agreements provide that if the executive’s employment is terminated as the result of a Qualifying Termination, and the termination date occurs during the Change in Control Period, then the Company shall, in addition to paying executive’s base salary and other compensation earned through the termination date: • pay to the executive as severance an amount equal to the sum of (i) 150% of executive’s annualized base salary as of the termination date (or annualized base salary as of immediately prior to a material reduction of such base salary) (the “CIC Severance Payment”), (ii) 150% of the executive’s target annual cash bonus for the fiscal year in which the termination date occurs (the “CIC Bonus Payment”), and (iii) 150% of the executive’s group health insurance coverage with the Company, at the same level of coverage that was in effect as of the termination date, for a period of 18 months (the “CIC Benefits Continuation Payment”), in each case less all legally required and authorized deductions and withholdings, payable in a lump sum on the Company’s first regular payroll date immediately following the termination date; and pay the Outplacement Payments. The Employment Agreements also provide that in the case of such a termination, 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. In addition, the Employment Agreements provide that if the executive’s employment is terminated as the result of a Qualifying Termination, and a Change in Control occurs within 90 calendar days after the termination date, then the executive shall receive an additional cash payment equal to the sum of: (i) 50% of executive’s annualized base salary as of the termination date (or annualized base salary as of immediately prior to a material reduction of such base salary), (ii) the difference between the CIC Bonus Payment amount and the Non-CIC Bonus Payment amount, and (iii) the difference between the CIC Benefits Continuation Payment and the Non-CIC Benefits Continuation Payment, less all legally required and authorized deductions and withholdings, payable in a single lump sum no later than 10 calendar days after the date of such 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 or her term of service, including unpaid salary and accrued but unused vacation, as applicable.