Michael Armstrong
About Michael Armstrong
Michael Armstrong (age 52 as of April 21, 2025) is an independent director of Inspirato (ISPO) serving since February 2022; he is Chair of the Compensation Committee and a member of the Audit Committee . He was Executive Vice President, Worldwide Television Licensing & Operations at Paramount Global from August 2018 to February 2024, previously served as GM of BET Networks (July 2017–August 2018), and earlier as EVP & GM, Revenue & Emerging Brands at Viacom International Media Networks (December 2014–July 2017) . He holds a B.S. from Hampton University and an MBA from the University of Chicago Booth School of Business, where he received the Distinguished Young Alumni Award in 2012 . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paramount Global | EVP, Worldwide Television Licensing & Operations | Aug 2018 – Feb 2024 | Global media executive overseeing licensing and operations |
| BET Networks (Paramount/ViacomCBS) | General Manager | Jul 2017 – Aug 2018 | Led BET Networks; previously launched and led BET Networks International for 11+ years |
| Viacom International Media Networks | EVP & GM, Revenue & Emerging Brands | Dec 2014 – Jul 2017 | Developed/launched revenue-generating media brands globally |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canada Goose (NYSE: GOOS) | Independent Director | Since Jan 2021 | Public company directorship |
| Hampton University | Board of Trustees | Ongoing | Trustee at alma mater |
| Dance Theatre of Harlem | Board Chair (prior) | Prior service | Chaired board |
| National Association of Multi-Ethnicity in Communications (NAMIC) | Board Chair (prior) | Prior service | Chaired board |
| International Academy of Television Arts & Sciences | Member | Ongoing | Member |
Board Governance
| Item | Detail |
|---|---|
| Board Independence | Board determined Armstrong is an independent director under Nasdaq standards |
| Committee Assignments | Compensation Committee (Chair); Audit Committee (Member) |
| Committee Meetings 2024 | Compensation: 6 meetings; Audit: 8 meetings; Nominating & Corporate Governance: 4 meetings (Armstrong is not a member) |
| Audit Committee Report | Signed by Ann Payne (Chair), Scott Berman, Michael Armstrong |
| Board Meetings 2024 | 57 meetings; each director attended at least 75% of Board and applicable committee meetings |
| Lead Independent Director | Ann Payne serves as lead independent director |
| Board Structure Changes | 2025 proxy proposes declassifying the Board for annual elections, reflecting “best practices” and investor input |
Fixed Compensation
| Component | 2024 Amount/Policy |
|---|---|
| Annual Cash Retainer (policy) | $40,000 per year for non-employee directors |
| Committee/Chair Fees (policy) | Additional fees depending on assignments; no per-meeting fees |
| 2024 Cash Fees – Michael Armstrong | $67,500 |
| Travel/Perquisites (policy) | Choice of Inspirato Pass Membership ($26,500) or Club Membership credits; one 7-night “FAM Trip”/year; “Inspirato Rewards” status; 72-hour short-notice bookings |
| 2024 All Other Compensation – Michael Armstrong | $31,128 (includes $30,600 valued at member travel rates and $528 at fair market value for certain bookings) |
Performance Compensation
| Metric | Detail |
|---|---|
| Equity Instrument (policy) | Annual RSU grant equal to the lesser of 5,000 shares or $50,000 in value, granted first trading day after the annual meeting |
| Vesting (policy) | Vests in full on the earlier of one-year anniversary of grant or next annual meeting, subject to continued service |
| 2024 Stock Awards – Michael Armstrong | $35,643 grant date fair value |
| Performance Metrics | None disclosed for director equity (time-based vesting) |
Other Directorships & Interlocks
- Current public company board: Canada Goose (Independent Director) .
- Compensation Committee Interlocks: None in 2024; no officer/employee status by Compensation Committee members; no reciprocal executive board relationships with ISPO’s executives during the past fiscal year .
Expertise & Qualifications
- Background: Global media operator with experience launching and scaling revenue-generating brands across geographies .
- Education: B.S., Hampton University; MBA, University of Chicago Booth; 2012 Distinguished Young Alumni Award .
- Governance Skill Mix: Compensation chair experience; Audit Committee member; financial literacy requirements met for audit committee membership (Board determined for all members) .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial Ownership (as of Apr 9, 2025) | 10,300 Class A shares; less than 1% |
| Outstanding RSUs (12/31/2024) | 9,232 RSUs outstanding |
| Options | None outstanding disclosed |
| Hedging/Pledging | Company policy prohibits hedging and pledging; no pledges disclosed |
Director Compensation (2024) – Detail
| Component | Amount ($) |
|---|---|
| Fees Paid or Earned in Cash | 67,500 |
| Stock Awards (RSUs, grant-date fair value) | 35,643 |
| All Other Compensation (travel/perqs) | 31,128 |
| Total | 134,271 |
Governance Assessment
- Effectiveness and engagement: As Compensation Committee Chair and Audit Committee member, Armstrong sits at the center of pay design and financial oversight; both committees met regularly in 2024 (Comp: 6; Audit: 8), and the proxy states each director met at least the 75% attendance threshold . Independence is affirmed by the Board, and he signed the Audit Committee report, indicating active participation in financial reporting oversight .
- Alignment and incentives: Director equity is delivered as time-based RSUs (up to $50,000 or 5,000 shares annually) with one-year/next-meeting vesting; Armstrong received $35,643 in 2024 stock awards and had 9,232 RSUs outstanding at year-end, supporting some equity alignment though without performance conditions .
- Ownership and policies: Armstrong’s beneficial ownership is 10,300 shares (<1%), with no options disclosed, and company policy prohibits hedging and pledging—limiting misalignment risks from derivatives or collateralization .
- Conflicts/interlocks: The proxy discloses no compensation committee interlocks or insider participation involving Armstrong in 2024; related-party transactions disclosed relate primarily to other insiders and to One Planet Group arrangements, and the Audit Committee (of which Armstrong is a member) reviews related-party transactions under policy .
- Notable consideration: Travel-related perquisites are a meaningful component of director compensation at ISPO; Armstrong’s 2024 “All Other Compensation” was $31,128, largely travel benefits, which may draw investor scrutiny on pay structure rigor versus cash/equity mix in a turnaround context .
RED FLAGS to monitor:
- Elevated non-cash perquisites (travel benefits) as a notable share of director pay; continue to assess whether equity weight increases and whether performance-conditions are introduced for director equity (currently time-based) .
- Related-party ecosystem (e.g., One Planet Group financing/guarantee/services) not tied to Armstrong, but under Audit Committee oversight; monitor for any expansion of such arrangements and committee independence rigor .
