Ann Payne

About Ann Payne

Ann Payne, 66, is an independent director of Inspirato Incorporated and currently serves as the Board’s Lead Independent Director; she has served on the Board since February 2022 and is a former PwC audit partner (1993–2019) and consultant (through June 2020) with deep capital markets and M&A audit experience across leisure, healthcare and transportation sectors . She is a Certified Public Accountant (Florida) and holds a B.S. from Barry University; she has completed governance and risk programs at Yale’s Women on Boards, Kellogg Executive Education, Carnegie Mellon’s CERT in Cybersecurity Oversight, USF’s DEI in the Workplace, and NACD Virtual Director Professionalism .

Past Roles

External Roles

Board Governance

• Roles and independence: Lead Independent Director; independent under Nasdaq rules; Board majority independent (5 of 6) .
• Committee assignments: Chair, Audit Committee; Member, Compensation Committee; not on Nominating & Corporate Governance Committee .
• Financial expertise: Designated “audit committee financial expert” under Reg S-K 407(d) .
• Meeting cadence and attendance: Board held 57 meetings in FY2024; each director attended at least 75% of Board and respective committee meetings .
• Committee activity: Audit Committee held 8 meetings in 2024; Compensation Committee held 6 meetings; Nominating & Corporate Governance held 4 meetings .
• Executive sessions: Independent directors meet in executive session periodically as required by Nasdaq .
• Governance evolution: 2025 Proxy proposes declassifying the Board to annual elections, citing investor sentiment toward accountability; if approved, all directors stand for annual terms immediately .

Fixed Compensation

Performance Compensation

No director performance metrics (e.g., TSR, revenue, ESG) are tied to director equity; awards are time-based RSUs per policy .

Other Directorships & Interlocks

• Public company boards: None disclosed for Ms. Payne in the Company’s 2025 Proxy .
• Interlocks/related parties: None disclosed for Ms. Payne; Audit Committee (which she chairs) oversees related-party transaction reviews per policy .

Expertise & Qualifications

• Capital markets, audit and accounting: Former PwC audit partner with experience in IPOs, equity/debt financings, and M&A; sector experience in leisure, healthcare, transportation .
• Financial expert: Designated audit committee financial expert .
• Education/credentials: CPA (FL); B.S. (Barry University); Yale Women on Boards; Kellogg Executive Education Scholar; CERT in Cybersecurity Oversight (Carnegie Mellon); USF DEI program; NACD Director Professionalism (virtual) .

Equity Ownership

Governance Assessment

• Strengths:

  • Lead Independent Director and Audit Committee Chair with “financial expert” designation supports robust oversight of financial reporting and related-party transactions; Audit Committee met eight times in 2024 .
  • Independent status confirmed; Board had at least 75% attendance by all directors; majority-independent Board .
  • Hedging/pledging prohibitions for directors mitigate alignment risks; director equity grants are time-based RSUs with annual cadence, aiding alignment without encouraging excessive risk .
  • Board pursuing declassification to annual elections—positive accountability signal responsive to investor sentiment .

• Watch items / potential red flags:

  • Late Section 16 Form 4 filing by the Company for Ms. Payne’s June 6, 2024 grant (filed Sep 26, 2024); Company states delays were inadvertent and procedures have been enhanced .
  • Company-level related-party dealings with One Planet Group (CEO affiliate) including equity financing, guarantee, services agreement—heightens importance of rigorous Audit Committee oversight led by Ms. Payne .
  • Director perquisites are material ($30,600 value for travel benefits in 2024), which, while consistent with the Company’s product, warrant monitoring for perceived entrenchment risk versus alignment .

• Compensation mix and alignment: In 2024, Ms. Payne’s pay was roughly balanced between cash ($90,000) and equity ($35,643) with travel-related perquisites ($30,600); equity is service-vested RSUs without performance conditions, reflecting standard small-cap board practice but offering limited performance linkage .

• Attendance and engagement: Board and committee meeting volume (57 Board meetings; Audit 8; Compensation 6; N&CG 4) suggests high engagement; all directors met the 75% minimum .

Director Compensation (Detail for FY2024)

Insider Trades and Section 16 Compliance

Related-Party Oversight Context (Board-Level)

• One Planet Group transactions: 2024 investment ($10.0M initial plus $2.5M option), warrants, guarantee for lease termination fee, and services agreement; Audit Committee reviews related-party transactions per policy .
• Implication: As Audit Chair, Ms. Payne’s role is central to independence assessments and arm’s-length validation for these matters .

Notes on Say-on-Pay and Ownership Guidelines

• Say-on-pay: As an Emerging Growth Company, Inspirato is exempt from certain compensation disclosures and advisory votes (no say-on-pay requirement currently), explaining limited proxy detail on shareholder feedback linkage .
• Ownership guidelines: Compensation Committee is responsible for reviewing/establishing stock ownership guidelines for non-employee directors; specific multiples or compliance status are not disclosed in the proxy .