May Samali
About May Samali
May Samali (age 38) is an independent Class III director of Inspirato Incorporated since August 15, 2024, with a background spanning venture capital, entrepreneurship, corporate law, and leadership coaching. She founded and serves as CEO of Human Leadership Lab (est. 2020), holds an MPP from Harvard (John Monash Scholar), and Bachelor’s degrees in Law and Economics from the University of Sydney; she is an ICF Professional Certified Coach and a Fellow at the Institute of Coaching at Harvard Medical School . The Board determined she is independent under Nasdaq rules; the Board had a majority of independent directors in 2025, with Ann Payne as Lead Independent Director . She joined the Nominating & Corporate Governance Committee and is not a chair; attendance across 2024 met at least the 75% threshold for all directors during their service periods .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Human Leadership Lab | Founder & CEO | 2020–present | Leadership development; executive coaching expertise |
| High Resolves Group | CEO, Ventures | Not disclosed | Led global tech ventures in education |
| Urban Innovation Fund | First employee | 2016–2018 | Early-stage VC experience |
| Herbert Smith Freehills | Corporate lawyer | Not disclosed | Corporate law foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| John Monash Foundation Leadership Academy | Advisory board member | Not disclosed | Leadership advisory |
| Investible Climate Tech Fund | Advisory board member | Not disclosed | Climate tech investment advisory |
| Institute of Coaching, Harvard Medical School | Fellow | Not disclosed | Recognized coaching expertise |
| RMIT Centre for Future Skills & Workforce Transformation | Adjunct Senior Industry Fellow | Not disclosed | Future-of-work thought leadership |
| 77 Partners | Venture Partner | Not disclosed | Venture partner role |
Board Governance
- Committee memberships: Nominating & Corporate Governance Committee; current members are Scott Berman (Chair), May Samali, and Julie Wainwright .
- Independence: Board determined Samali, Payne, Wainwright, Armstrong, and Berman are independent; Zamani (CEO/Chair) and Kallery (President through April 2025) are not .
- Board structure: Combined Chair/CEO with Lead Independent Director (Ann Payne) to provide oversight and independence .
- Attendance: In FY2024 the Board held 57 meetings; each director attended at least 75% of Board and applicable committee meetings during their service period .
- Executive sessions: Independent directors meet in executive sessions without management periodically per governance guidelines .
Fixed Compensation
| Component | Detail |
|---|---|
| Annual cash retainer | $40,000 per year for non-employee directors |
| Committee/chair fees | Additional fees depending on assignments (amounts not specified) |
| Meeting fees | None; no per-meeting attendance fees |
| Travel/membership benefits | Choice of Inspirato Pass ($26,500/year) or Club credits equivalent; one 7-night “FAM Trip”/year; Inspirato Rewards status; 72-hour short notice bookings |
| 2024 cash fees (Samali) | $16,305 |
| 2024 all other comp (Samali) | $0 |
Performance Compensation
| Item | Grant date | Quantity/Value | Vesting/Terms | Notes |
|---|---|---|---|---|
| New director RSU grant (Samali) | Aug 15, 2024 | 5,000 RSUs outstanding as of 12/31/2024 | Vests on one-year anniversary of appointment (Aug 15, 2025) | 2024 reported stock awards fair value: $20,700 |
| Annual RSU policy | After each annual meeting | Lesser of 5,000 shares or $50,000 equivalent, based on closing price; first Annual Award prorated by days served to next annual meeting; vests at earlier of one-year from grant or next annual meeting | Time-based vesting; no performance metrics disclosed for director RSUs | Applies to all non-employee directors |
| Options (Samali) | N/A | None disclosed | — | — |
Performance metrics table (director compensation)
| Metric category | Disclosed for Samali |
|---|---|
| Financial/operational metrics tied to director equity | None disclosed; director RSUs are time-based |
| ESG/TSR metrics tied to director pay | None disclosed |
Other Directorships & Interlocks
| Company | Board role | Committee roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed in proxy |
- Context: One Planet Group invested $10.0M in Aug–Sep 2024 plus an option exercised in Dec 2024; the Investment Agreement named four new directors and set Board size at six, indicating significant investor influence on board composition . The Board still assessed independence individually; Samali is independent .
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Education | MPP, Harvard University (John Monash Scholar); Bachelors in Law and Economics, University of Sydney |
| Technical/expertise areas | Corporate law, VC, entrepreneurship, leadership coaching; featured in Forbes, TechCrunch, Stanford Social Innovation Review |
| Professional credentials | ICF Professional Certified Coach; Fellow at Institute of Coaching (Harvard Medical School) |
| Recognition | Top 15 Coaches in Sydney (Influence Digest, 2024) |
Equity Ownership
| Category | Amount |
|---|---|
| Total beneficial ownership | 5,000 shares; less than 1% of Class A common stock |
| Vested vs unvested | 5,000 RSUs outstanding (unvested) as of 12/31/2024 |
| Options (exercisable/unexercisable) | None disclosed |
| Shares pledged as collateral | Prohibited by insider trading policy |
| Hedging of company stock | Prohibited (short sales, derivatives, hedging transactions barred) |
| Ownership guidelines | Compensation committee reviews/establishes director ownership guidelines; specific multiples not disclosed |
Insider trades and filings (process)
| Filing date | Transaction/event date | Description | Note |
|---|---|---|---|
| Oct 30, 2024 | Oct 14, 2024 | Company filed Form 4 late for equity grant reporting for Ms. Samali | Company cited unintentional delays; enhanced procedures implemented |
Governance Assessment
- Strengths: Independent status; service on Nominating & Corporate Governance Committee; robust prohibition on hedging/pledging; structured non-employee director compensation policy; lead independent director in place .
- Risks/Considerations: Board composition influenced by One Planet Group’s financing (four directors named); related-party arrangements with One Planet Group (services agreement, guarantee fees paid via share issuance) create heightened oversight needs—Audit Committee oversees related-party transactions per policy . Minor process issue with late Section 16 filings, including one for Samali; company implemented enhancements .
- Alignment: Director RSUs are time-based and annual cash retainer modest; travel memberships/perks are meaningful in-kind benefits but disclosed and valued at member travel rates; no evidence of hedging/pledging or pledges of shares .
RED FLAGS: Related-party exposure at the company level (One Planet Group investments, guarantee, services agreement) warrants continued scrutiny; no direct tie disclosed for Samali, but overall board independence and committee oversight must remain robust . Late Form 4 filings noted as procedural issues, not substantive misconduct; monitoring improvements promised .
