Michael Spellacy
Director at ACHR
Board
About Michael Spellacy
Independent director at Archer Aviation since September 2021; age 53; member of the Nominating & Corporate Governance Committee. Current Managing Director at Alvarez & Marsal (since June 2023). Prior roles include CEO and director of Atlas Crest Investment Corporation (Oct 2020–Jun 2023), Senior Managing Director at Accenture (Global Industry Leader, Capital Markets), senior positions at PwC, Broadhaven Capital, Bridgewater Associates, and Boston Consulting Group. Education: B.S. Economics, London School of Economics; MBA, University of Hartford . He is independent per NYSE/SEC standards after the board’s most recent review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alvarez & Marsal, LLC | Managing Director | Jun 2023–present | Capital markets and restructuring expertise brought to board governance . |
| Atlas Crest Investment Corporation | CEO & Director | Oct 2020–Jun 2023 | Public company leadership; SPAC sponsor experience . |
| Accenture plc | Senior Managing Director; Global Industry Leader, Capital Markets | Dec 2017–Oct 2020 | Oversaw Asset Mgmt/Wealth Mgmt/Investment & Trading businesses . |
| PricewaterhouseCoopers LLP | Senior Partner, Asset & Wealth Mgmt | 2015–2017 | Finance, audit and advisory exposure . |
| Broadhaven Capital | Partner | 2013–2015 | Investment banking/private equity in financial services/technology . |
| Bridgewater Associates | Senior Executive, Management Committee Advisor | 2009–2013 | Asset management operations and strategy . |
| Boston Consulting Group | Partner & Managing Director | 2003–2009 | Alternative Investments Practice leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enfusion, Inc. | Director | Current | Other current public board directorship . |
| Alvarez & Marsal, LLC | Managing Director | Since Jun 2023 | Operating role alongside ACHR board service . |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; not a chair .
- Independence: Board determined he is independent; all standing committees are composed of independent directors .
- Attendance: Each director attended at least 75% of board/committee meetings in 2023 and 2024; executive sessions of independent directors held quarterly .
- Lead Independent Director: Fred M. Diaz, with defined responsibilities; no board chair; meeting counts last fiscal year: Audit (5), Compensation (6), Nominating & Corporate Governance (4) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $144,000 | $144,000 |
| Stock Awards ($) | $200,593 | $199,997 |
| Total ($) | $344,593 | $343,997 |
| Policy Component | Amount |
|---|---|
| Annual cash retainer (non-employee director) | $140,000 |
| Committee member retainer – Nominating & Corporate Governance | $4,000 |
| Committee chair retainer – Nominating & Corporate Governance | $8,000 |
| Committee member retainer – Audit | $10,000 |
| Committee chair retainer – Audit | $15,000 |
| Committee member retainer – Compensation | $6,000 |
| Committee chair retainer – Compensation | $10,000 |
| Lead Independent Director annual cash retainer | $30,000 (post-2023 meeting; previously $50,000 for Feb 2022–2023 meeting date) |
Notes:
- Archer provides reimbursement of reasonable out-of-pocket expenses for board service .
- Director Equity Deferral Plan allows deferral of annual equity grants until termination from board service .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| RSU shares granted (annual grant) | 59,347 shares | 54,644 shares |
| Grant date fair value | $200,593 | $199,997 |
| Vest schedule | Vests in full on earlier of Jun 23, 2024 and the annual meeting date | Vests in full on earlier of Jun 21, 2025 and the annual meeting date |
- Structure: Time-based RSUs under the 2021 Plan; no performance-vesting metrics disclosed for directors. Initial and annual grants are targeted at $200,000 fair value; acceleration upon Corporate Transaction, death or Disability per plan .
Other Directorships & Interlocks
| Company | Role | Tenure | Committee Roles/Notes |
|---|---|---|---|
| Enfusion, Inc. | Director | Current | Other current public board; committees not disclosed in ACHR proxy . |
| Atlas Crest Investment Corporation | Director | Oct 2020–Jun 2023 | Prior public company directorship (SPAC) during CEO tenure . |
- Stellantis-related board dynamic: Stellantis has nomination rights for a Class II director (Barbara Pilarski currently serves), continuing while Stellantis/affiliates hold ≥12.5% of Class A; continuation expected with contract manufacturing documentation through 2032 subject to ownership thresholds .
Expertise & Qualifications
- Deep investing and capital markets expertise; extensive management experience; public company director experience .
- BS Economics (LSE); MBA (University of Hartford) .
- Domain exposure: Asset/wealth management, capital markets technology, advisory, and operational leadership across consulting and asset management .
Equity Ownership
| Metric | Mar 31, 2024 | Sep 30, 2024 | Mar 31, 2025 |
|---|---|---|---|
| Total beneficial shares (Class A) | 2,996,356 (1.06%) | 2,742,120 (*) | 2,209,120 (*) |
| Direct Class A shares | 195,166 | 254,513 | n/d (not broken out) |
| Achill Holdings LLC – Class A shares | 1,694,906 | 1,440,670 | 1,162,183 |
| Achill Holdings LLC – Class A warrants | 1,046,937 | 1,046,937 | 1,046,937 |
| RSUs vesting within 60 days | 59,347 | — (none indicated) | — (none indicated) |
Notes:
- As of Sept 30, 2024: 384,009,049 Class A and 36,110,992 Class B outstanding (percent reflect total voting power context) .
- As of Mar 31, 2025: 548,982,953 Class A outstanding .
- Sponsor Letter Agreement: 254,236 Achill-held Class A shares were subject to forfeiture based on stock price targets under a July 29, 2021 agreement (reference to Annex D-2 of Form S-4) .
- Insider policy restricts hedging/shorting and, except in limited circumstances, pledging of Archer stock .
Governance Assessment
- Alignment: Material equity ownership via Achill and direct holdings indicates meaningful “skin in the game,” and director equity is time-based RSUs aligning value with shareholder outcomes without guaranteed payouts .
- Board effectiveness: Independent status, participation on Nominating & Corporate Governance, and quarterly executive sessions support governance quality; committee meeting cadence appears appropriate (Audit 5; Compensation 6; NCG 4) .
- Compensation balance: Cash retainer consistent with policy ($140k + $4k committee), equity grant ~$200k annually; mix stable YoY, with no director stock options or performance awards disclosed (conservative structure) .
- Potential conflicts: Achill sponsor holdings and warrants create a dual role as significant holder; audit committee has explicit oversight of related party transactions; Stellantis board nomination rights and business agreements create broader board-level related-party context, though no Spellacy-specific related-party transactions are disclosed .
- RED FLAGS:
- Late Section 16(a) Form 4 filings noted for Michael Spellacy (disclosure in both 2024 and 2025 proxies) .
- Sponsor-linked share forfeiture conditions highlight non-standard equity constructs from the de-SPAC era; monitor for changes or modifications to sponsor agreements .
- Attendance/engagement: The board reports each director met at least 75% attendance in 2023 and 2024; policy encourages attendance at annual meetings .