Michael Spires

About Michael Spires

Americold’s Chief Information Officer and Executive Vice President; joined as interim CIO in December 2022 and appointed EVP/CIO in July 2023. He is 58, holds an MBA from the University of Chicago and a BS in Finance from Bradley University, and brings ~20+ years of executive technology and supply-chain experience from The Hackett Group, Cognizant, Booz Allen Hamilton, Sears Logistics, and Best Buy . During 2024 the company delivered strong operating leverage—Adjusted FFO/share rose 15.9%, Same Store Warehouse NOI grew 9.9%, Warehouse Services NOI increased $124.8 million, and Core EBITDA grew 10.8%—providing a constructive backdrop for performance-aligned incentives tied to Core EBITDA and TSR . A 2022–2024 PSU cycle paid at 57% of target on 28.5th percentile relative TSR, underscoring measured payouts when market performance lags peers .

Past Roles

External Roles

No external public-company directorships disclosed for Spires in the 2025 proxy’s executive officer section .

Performance Compensation

Americold aligns incentive pay to Core EBITDA and multi-year relative TSR, with strict caps and clawbacks.

• Annual Incentive Plan (AIP) design (2024):

  • Weighting: 75% financial (Core EBITDA; for some roles a portion on Americas/International EBITDA) and 25% individual objectives (three binary objectives; funded separately) .
  • Company financial curves and actuals (USD mm):

    Metric	Threshold (85%)	Target	Max (115%)	2024 Actual	Payout factor
    Core EBITDA	$531.3	$625.1	$718.9	$637.2 (FX-adjusted)	109.7%
    Americas EBITDA	$441.1	$518.9	$596.7	$525.4	106.3%
    International EBITDA	$84.2	$99.1	$114.0	$94.3	84.0%

  • AIP payout range: 50% at threshold to 175% at max; linear interpolation .
  • Example realized AIP factors (2024): Core EBITDA 109.7%; regional factors per above; individual objectives uplifted by Core EBITDA achievement .

• Long-Term Incentive Plan (LTIP) structure (executives/NEOs):

  • Mix: 60% performance-based (3-year relative TSR vs MSCI U.S. REIT Index), 40% time-based; time-based vests ratably over 3 years; performance awards cliff-vest at 3 years .
  • TSR payout schedule:

    Percentile vs benchmark	Payout
    ≥75th	200% of target
    50th	100% of target
    25th	50% of target
    <25th	0%

  • Actual 2022–2024 PSU outcome: 28.5th percentile → 57% payout; vested Jan 8, 2025 (for eligible participants) .

• Retention dynamics:

  • In July 2024, the Board granted off-cycle, three-year ratable time-based equity awards to “various members of the senior leadership team, including our CEO and other NEOs,” responding to active external solicitations and to reduce retention risk (example NEO share counts shown in proxy) .
  • The equity pool was expanded in 2025 (subject to shareholder approval), with a one-year minimum vesting for new awards, supporting continued equity-based alignment while managing dilution .

Equity Ownership & Alignment

• Stock ownership guidelines: EVPs must hold 3x base salary (CEO 6x; SVPs 1x), with five years to comply; applies to OP Units and common shares .
• Anti-hedging/pledging: Company prohibits hedging, pledging, and monetization transactions by executives; mitigates misalignment and margin-call risk .
• Clawback: NYSE-compliant recoupment policy mandates recovery of erroneously awarded compensation after a material restatement .
• Equity plan supply/dilution guardrails:
  • Burn rate averaged 0.42% over the past three years vs ISS GICS limit of 1.05% .
  • Overhang as of Mar 21, 2025 was 1.8%; proposed plan adds 7.7 million shares, taking potential dilution to ~4.5% if fully utilized .
  • Minimum one-year vesting on new awards (up to 5% exception) .

Employment Terms

• Governance and pay-risk mitigants: double-trigger CIC severance (no single-trigger acceleration), no tax gross-ups on severance/CIC/termination payments, capped incentives, independent compensation committee advised by Meridian .
• No material legal proceedings involving officers reported in 2024 Board disclosures .
• Insider Trading Policy in force; filed as an exhibit to the 2024 Form 10-K (2025 filing) .

Company Performance Context (for pay-for-performance assessment)

Additional operating achievements include continued rollout of Project Orion across regions, surfacing 400+ generative AI use cases and enhancing labor visibility/productivity—key initiatives under the technology mandate that intersect with the CIO remit .

Investment Implications

• Alignment: Executive ownership requirements (3x base for EVPs), anti-hedging/pledging, and a robust clawback drive cleaner alignment and reduce forced-selling risk; multi-year, relative TSR PSU design tightens linkage to shareholder outcomes .
• Retention risk: 2024 off-cycle retention awards to senior leadership and the 2025 equity plan refresh indicate the Board is actively defending the bench amid industry talent competition; expect predictable three-year ratable and cliff-vest supply that can create periodic vest-driven selling windows, tempered by anti-pledge rules and ownership guidelines .
• Pay-for-performance sensitivity: With AIP anchored 75% to Core EBITDA (and regional EBITDA where applicable) and measured TSR payouts (e.g., 57% for 2022–2024), upside for management is contingent on sustained operating execution and market-relative performance, limiting windfalls if peers outperform .
• Dilution/trading supply: Low historical burn (0.42%) and explicit plan features (no option repricing, 1-year minimum vesting) keep dilution and governance risk contained; however, the incremental 7.7 million share authorization (if fully used) raises potential overhang to ~4.5%, a modest headwind if deployed rapidly .

Net: Spires’ remit sits at the center of Americold’s technology productivity agenda (Project Orion, automation, AI), with incentive structures that pay for Core EBITDA and TSR delivery while embedding ownership, clawback, and anti-pledging safeguards—constructive for alignment and manageable for trading pressure assuming disciplined equity grant usage .