Michael Arthur
About Michael Arthur
Michael Arthur, age 38, is Chief Financial Officer of Inspirato, appointed effective November 8, 2024, where he oversees FP&A, accounting, and treasury; he joined Inspirato in February 2023 as VP of FP&A & Treasury and was promoted to SVP of Finance in December 2023 . He holds a Master of Accounting and a BS in Business Administration from UNC–Chapel Hill’s Kenan‑Flagler Business School and is both a CPA and CFA charterholder . The company’s proxy and filings do not disclose executive TSR or company revenue/EBITDA growth tied to his tenure; his compensation includes a mix of fixed pay and equity awards with service‑ and performance‑based vesting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inspirato | VP, FP&A & Treasury | Feb 2023 – Dec 2023 | Led FP&A and treasury; supported financial performance initiatives |
| Inspirato | SVP, Finance | Dec 2023 – Nov 2024 | Oversaw Corporate Finance, FP&A and Treasury |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CSC Generation | VP, Finance & Strategy | Jun 2022 – Jan 2023 | Focused on driving financial performance and strategic growth |
| VF Corporation | Strategy, FP&A, Treasury roles incl. Senior Director of Corporate Strategy | Jul 2015 – May 2022 | Corporate strategy, enterprise FP&A, treasury/corporate finance |
| PwC | Audit and Advisory | Sep 2011 – Jul 2015 | Specialized in audit and advisory services |
Fixed Compensation
2024 Actual Fixed Compensation (as reported):
| Metric | FY 2024 |
|---|---|
| Salary ($) | 290,096 |
| Bonus ($) | 28,000 |
| All Other Compensation ($) | 22,420 (travel benefits and short‑notice bookings) |
| Total ($) | 1,235,876 |
CFO Role Fixed Terms (per offer letter effective Nov 8, 2024):
| Component | Terms |
|---|---|
| Base Salary | $350,000 annual |
| Target Bonus | Up to 50% of base salary |
Perquisites:
- Executive travel benefits; eligible for employee FAM trip program .
- “All Other Compensation” for 2024 includes $21,628 for personal travel benefits at member rates and $792 for short‑notice bookings valued at fair market value .
Performance Compensation
Equity awards (grant details and vesting):
| Award Type | Grant Date | Size/Target | Vesting | Notes |
|---|---|---|---|---|
| RSU (Initial CFO grant) | 11/20/2024 | 100,000 RSUs | 25% on 11/20/2025; remainder in equal quarterly installments through 11/20/2028 | Granted per CFO offer letter |
| Performance‑based RSU | Offer letter dated 10/1/2024 | $500,000 target value | 50% vests in Feb 2026; 50% vests on second anniversary of grant, contingent on specified business targets | Specific performance metrics redacted in exhibit |
| RSU (pre‑CFO) | 5/18/2023 | 6,793 RSUs (2,549 unvested as of 12/31/2024) | 25% vested on 2/20/2024; remainder vests quarterly through 2/20/2026 | Granted before promotion |
| RSU (pre‑CFO) | 6/6/2024 | 6,793 RSUs (3,470 unvested as of 12/31/2024) | 50% vested on 2/20/2025; remainder vests quarterly through 2/20/2026 | Granted before promotion |
Performance Plan Table (where disclosed):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Business targets for performance RSUs | Not disclosed | Not disclosed | Not disclosed | $500k grant vests 50% Feb 2026, 50% on second anniversary if targets achieved | Cliff vest dates as above |
Notes:
- The 2024 proxy describes a company‑wide 2024 PSU framework based on stock price targets over a 30‑day average, with share reserve amendments; however, Mr. Arthur’s performance award is specifically described in his offer letter, and detailed metrics for his grant are redacted/not disclosed .
Equity Ownership & Alignment
Beneficial ownership (as of April 9, 2025):
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Michael Arthur | 5,287 (4,428 directly; 859 underlying RSUs vesting within 60 days) | <1% (out of 12,440,577 Class A shares) |
Unvested equity (as of 12/31/2024):
| Grant Date | Unvested RSUs (#) | Market Value at $3.32/share |
|---|---|---|
| 5/18/2023 | 2,549 | $8,463 |
| 6/6/2024 | 3,470 | $11,520 |
| 11/20/2024 | 100,000 | $332,000 |
| Total | 106,019 (sum of above) | $352,0‑83 (sum of above) |
Alignment policies:
- Hedging and pledging prohibited for employees and directors, including executive officers; margin accounts also prohibited .
- The compensation committee is responsible for establishing stock ownership guidelines for executive officers, but specific multiples/requirements are not disclosed in the proxy .
Employment Terms
- Appointment: CFO effective November 8, 2024; approved by Compensation Committee October 1, 2024 .
- Compensation: $350,000 base salary; target bonus up to 50% of base; initial 100,000 RSU grant; performance‑based RSU grant with $500,000 target value subject to specified business targets .
- Severance / Change‑of‑Control: Proxy details potential payments for other executives (e.g., CEO and President), but does not disclose severance or change‑of‑control terms for the CFO; Arthur’s offer letter does not include severance/CoC provisions in disclosed sections .
- Clawback: Compensation committee has authority to approve or recommend clawback policies; specific clawback terms are not detailed in the proxy .
Governance, Reporting, and Other Indicators
- Compensation Committee: Michael Armstrong (Chair), Julie Wainwright, Ann Payne; all independent; six meetings in 2024 .
- Insider reporting: Company noted inadvertent late Form 4 filings during 2024, including for Mr. Arthur (equity grants on Nov 8 and Nov 24, 2024), and implemented enhanced procedures to strengthen Section 16 reporting .
- Policy prohibiting hedging/pledging of securities mitigates alignment risks from collateralization or derivatives .
Investment Implications
- Near‑term vesting cadence: 25,000 RSUs from the 100,000 CFO grant are scheduled to vest on 11/20/2025, with quarterly vesting thereafter through 2028; earlier grants continue vesting through 2026, creating predictable supply events tied to tax‑related sales or diversification .
- Pay‑for‑performance exposure: A material component of compensation is at‑risk via a performance‑based RSU grant ($500,000 target) contingent on business targets with a cliff component in Feb 2026; specific metrics not disclosed, but the structure aligns payout with operational outcomes .
- Ownership alignment: Direct beneficial ownership is <1% (5,287 shares) versus a substantial pool of unvested RSUs (106,019 as of year‑end), suggesting alignment is driven more by vesting equity than by large outright holdings; pledging/hedging is prohibited, reducing misalignment risks .
- Severance / CoC transparency: Absence of disclosed CFO severance or change‑of‑control terms in the proxy limits visibility into potential exit economics; monitoring future filings for any amendments is warranted .
Key upcoming dates: 11/20/2025 first‑year cliff vest (25,000 shares from the 100,000 RSU grant), ongoing quarterly vesting thereafter; performance RSU cliff in Feb 2026 subject to targets **[1820566_0001820566-25-000046_ispo-20250424.htm:40]** **[1820566_0001104659-24-106256_tm2425573d1_ex10-1.htm:0]**.
