Payam Zamani
About Payam Zamani
Payam Zamani is Chairperson and Chief Executive Officer of Inspirato (ISPO). He joined the board and became CEO in August 2024; age 54 as of April 21, 2025, with a B.S. in Environmental Toxicology from UC Davis . He founded One Planet Group in 2015 and previously co‑founded Autoweb.com (IPO 1999) and Reply.com (rebranded Buyerlink), with multiple leadership awards noted in company disclosures . Alignment is high: as of year-end 2024 he beneficially owned ~32% of Class A (48% including warrants), and as of April 9, 2025 he beneficially owned 7,486,143 shares (48%), including warrants exercisable within 60 days .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Autoweb.com | Co‑Founder | 1994– (company IPO in 1999) | Early online auto marketplace; helped catalyze digital auto retail connectivity |
| Reply.com / Buyerlink | Founder | 2001– (later rebranded Buyerlink) | Performance-based marketing scaled; now owned by One Planet Group |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| One Planet Group LLC | Founder, Chairman & CEO | 2015–present | Private equity/operator and incubator; strategic investor in ISPO and board designee rights |
Board Governance
- Board service history and roles: Appointed CEO, director (Class I), and Chairperson effective August 13, 2024 .
- Committee structure and independence: Board has seven directors, majority independent (Payne, Samali, Wainwright, Armstrong, Berman); Zamani is not independent (CEO); Kallery not independent due to recent employment .
- Lead Independent Director: Roles of CEO and Chair are combined with a Lead Independent Director; Ann Payne serves as Lead Independent Director .
- Committee memberships (as of April 2025):
- Audit: Armstrong, Payne, Berman
- Compensation: Armstrong, Payne, Wainwright
- Nominating & Corporate Governance: Berman, Samali, Wainwright
- Dual-role implications: Company explicitly recognizes combination of CEO/Chair and mitigates with a Lead Independent Director under its governance guidelines .
Fixed Compensation
| Component | Detail | Period/Date | Amount |
|---|---|---|---|
| Base Salary | Salary of $1 for first 12 months as CEO/Chair under Executive Employment Agreement | Effective Aug 13, 2024 | $1 |
| Annual Bonus Eligibility | Not eligible for cash annual performance bonus for periods commencing prior to Aug 13, 2025 | As specified in EEA | Not eligible until after Aug 13, 2025 |
| 2024 Reported Salary | Summary Compensation Table (SCT) | FY 2024 | $0 |
| 2024 Reported Bonus | SCT | FY 2024 | $0 |
| 2024 Stock Awards (Grant-date fair value) | SCT (aggregate grant-date fair value of RSUs under ASC 718) | FY 2024 | $1,795,000 |
| 2024 All Other Compensation (Perquisites) | Includes $4,560 for one personal stay at an Inspirato property and $3,118 in tax gross‑ups related to this travel, plus other de minimis items | FY 2024 | $7,678 (with tax gross‑ups) |
Notes: The $1 salary and deferral of bonus eligibility underscore emphasis on equity alignment early in tenure . Tax gross‑ups exist for certain travel perquisites (a governance red flag for some investors) .
Performance Compensation
| Instrument / Metric | Target/Condition | Performance Window | Vesting / Payout | Size |
|---|---|---|---|---|
| Time-based RSUs (One-Time Equity Grant) | Service vesting | As granted per EEA | 25% vests on 1‑year anniversary of grant; remaining 75% vests in quarterly installments over the next 3 years | 500,000 RSUs |
| Performance-based RSUs | Stock price ≥ $15.00 closing price for at least 30 consecutive trading days | Aug 14, 2024 – Aug 13, 2025 | Vest in full on the trading day after the condition is met; if not achieved within window, no vesting | 500,000 RSUs |
| Annual equity going forward | Committee‑determined | After Aug 13, 2025 | Service-based portion typically vests in 16 equal quarterly installments (unless otherwise determined) | Discretionary |
No explicit annual cash bonus metrics disclosed for Zamani; equity program includes a clear stock-price performance hurdle and multi‑year vesting cadence .
Equity Ownership & Alignment
| Metric | As of Dec 31, 2024 | As of Apr 9, 2025 |
|---|---|---|
| Beneficial ownership (shares) | — | 7,486,143 (includes 3,061,215 shares issuable upon exercise of warrants exercisable within 60 days; excludes RSUs not vesting within 60 days) |
| Beneficial ownership (%) | ~32% of Class A (ex‑warrants); ~48% incl. warrants | 48% (based on 12,440,577 Class A outstanding) |
| Anti‑hedging/pledging policy | Company prohibits hedging and pledging by employees and directors | Prohibited |
Implications: Very high insider ownership aligns incentives but concentrates control; anti‑pledging policy reduces collateral‑driven forced selling risk .
Employment Terms
| Provision | Terms |
|---|---|
| Start Date / Roles | Appointed CEO, director, and Chair effective Aug 13, 2024 |
| Severance (without Cause / for Good Reason) | After ≥180 days as CEO: lump‑sum $1,100,000 plus immediate acceleration of all unvested equity (performance RSUs only if performance met) upon timely release and restrictive covenant compliance |
| Change‑in‑Control | Section heading references “Potential Payments upon Termination or Change in Control,” but disclosed triggers for Zamani specify termination without Cause/for Good Reason; no separate CoC multiple disclosed in the cited text |
| Clawback (Recovery) Policy | Board‑adopted Compensation Recovery Policy (Nov 28, 2023) compliant with Exchange Act Rule 10D‑1 and exchange listing standards; applies to Section 16 officers regardless of fault in event of accounting restatement |
| Non‑compete / Non‑solicit | Not specifically detailed; severance conditioned on compliance with continuing restrictive covenant obligations |
Related Party Transactions (One Planet Group; control and potential conflicts)
- Financing: Investment Agreement with One Planet Group (OPG) for $10.0M total: 2.9M shares at $3.43 and 2.9M warrants; Tranche 1 closed Aug 13, 2024; Tranche 2 Sep 13, 2024; OPG later exercised an option for 728,863 additional shares and warrants ($2.5M) and total warrants increased up to 3.6M; OPG exercised 583,099 warrants on Feb 24, 2025 for $2.0M proceeds .
- Board designation: OPG obtained rights to designate directors; Zamani serves as Chair/CEO pursuant to the agreement .
- Lease Termination Guarantee: OPG guaranteed payment obligations under a $6.6M lease termination agreement; in exchange, ISPO issued 177,515 shares to OPG in Dec 2024 in lieu of $0.6M cash installments .
- Services/expense reimbursements: Services Agreement (Oct 2024) with OPG (hourly $150–$350; $20K/month cap); $105,500 paid in 2024 plus $136,662 travel reimbursements related to executive travel between CA and Denver .
Risk: Concentrated ownership and board designation rights can create conflicts; company disclosures quantify potential OPG ownership over 46–52% pro forma depending on warrant/option exercise scenarios, underscoring control dynamics .
Director Compensation (context; non‑employee directors)
- Outside Director Compensation Policy provides: $40,000 annual cash retainer, committee/chair fees, travel membership benefits, “FAM Trip,” and certain booking privileges; no per‑meeting fees. Policy applies to non‑employee directors (not the CEO) .
- Hedging/pledging prohibited for directors .
Compensation Committee and Governance Controls
- 2024 Compensation Committee members included Armstrong, Payne (and portions of year: Melicharek, Wainwright); all independent; committee oversees employment agreements, severance/CoC, equity plans, clawback policy, and ownership guidelines establishment .
- As an Emerging Growth Company, ISPO is exempt from say‑on‑pay and certain expanded CD&A requirements; SCT and outstanding awards tables are provided but no advisory vote .
Performance Compensation – Detailed Structure
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Stock price (closing ≥ $15.00 for 30 consecutive days) | Not disclosed | $15.00 | Earns 100% of 500,000 PSUs if achieved within Aug 14, 2024–Aug 13, 2025 window | Vests in full the trading day after condition met |
| Service-based | Not disclosed | Continuous service | N/A | 25% cliff at 1‑year from grant, remainder quarterly over 3 years (500,000 RSUs) |
Multi-Year Compensation Snapshot (Zamani)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 0 | 0 | 1,795,000 | 7,678 | 1,802,678 |
Note: 2024 “All Other Comp” includes tax gross‑ups of $3,118 for travel; salary policy is $1 for first 12 months; no cash bonus eligibility until after Aug 13, 2025 .
Upcoming Vesting / Potential Selling Pressure
- One‑time 500,000 time‑based RSU grant: 25% scheduled to vest on the one‑year anniversary of grant, with the remainder quarterly thereafter; this cadence creates predictable supply events beginning one year post‑grant .
- Performance RSUs (500,000) either fully vest upon achieving the $15 condition within the defined window or expire unearned; if earned, a single‑day vesting could create concentrated supply .
Equity Ownership Table (Beneficial Ownership)
| Holder | Class A Shares | % Class A (basis stated) | Notes |
|---|---|---|---|
| Payam Zamani (Apr 9, 2025) | 7,486,143 | 48% (based on 12,440,577 shares outstanding) | Includes 3,061,215 shares from warrants exercisable within 60 days; excludes RSUs not vesting within 60 days |
| Payam Zamani (Dec 31, 2024) | — | ~32% ex‑warrants; ~48% incl. warrants | Concentrated control per risk factor disclosure |
Expertise & Qualifications (selected items)
- Founder/operator track record in technology and marketplaces (Autoweb.com, Reply.com/Buyerlink, One Planet Group) .
- Recognition for leadership and diversity; UC Davis Award of Distinction, Comparably Best CEO for Diversity, Tahirih Justice Center Hope Award .
Investment Implications
- Alignment vs control: Extremely high beneficial ownership (up to ~48%) aligns CEO incentives with shareholders but concentrates control; board mitigates combined CEO/Chair role with a Lead Independent Director .
- Pay design favors equity and stock performance: $1 salary, no near‑term bonus eligibility, and large RSU grants with a $15 stock‑price hurdle point toward equity‑heavy, performance‑oriented compensation—positive for pay‑for‑performance—but can create event‑driven supply if conditions are met (full vest on achieve) .
- Retention risk / severance economics: Severance is a fixed $1.1M plus full equity acceleration (performance RSUs only if achieved), which is generous on acceleration and could be viewed as a single‑trigger‑like outcome upon termination; investors should monitor any role changes or governance catalysts that could trigger acceleration .
- Related‑party exposure: The OPG financing, board designation, guarantee, and services/expense reimbursements introduce potential conflicts; however, they also provided critical capital and support during restructuring—monitor board independence, transaction fairness, and any future intercompany dealings .
- Pledging/hedging risk mitigated: Corporate policy prohibits pledging and hedging by insiders, reducing downside forced‑sale dynamics common in leveraged pledge scenarios .
Citations:
