Eli Spiro
About Eli Spiro
Independent director of Nauticus Robotics (KITT) since 2022; age 53. Spiro is a venture partner at Plaza Ventures and previously co‑founded and led Axxcess Capital Partners (CEO, 2010–2023), following investment banking roles at Goldman Sachs (VP, FIG) and senior leadership at GE Commercial Finance. He holds a B.AS in Business Administration (York University) and a joint LLB/MBA (Osgoode Hall Law School & Schulich School of Business) . He is independent under Nasdaq and SEC rules and serves on all three standing board committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axxcess Capital Partners | Co‑founder, Chief Executive Officer | 2010–2023 | Led >$1.5B transactions; clean energy and waste-to-energy project exposure |
| Goldman Sachs | Vice President, Financial Institutions Group | Not disclosed | Advised on sell- and buy-side M&A |
| GE Commercial Finance | Managing Director & National Sales Manager | Not disclosed | Drove $4.2B of acquisitions across GE Capital units |
External Roles
| Organization | Role | Tenure | Type/Notes |
|---|---|---|---|
| Plaza Ventures | Venture Partner | Current | Focus on private company secondary transactions |
| JourneyPure, LLC | Director | Jan–Oct 2020 | Healthcare provider board experience |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (member). Committee chairs: Flores (Audit), Sharkawy (Compensation), Bellingham (Nominating) .
- Independence: Board determined Spiro independent (only CEO Gibson is non-independent) .
- Attendance: Board met 13x (2024); Audit 5x; Compensation 1x; Nominating 1x; all directors attended ≥75% of meetings .
- Years of service: Director since 2022 .
Fixed Compensation
| Component | Rate/Amount | Basis/Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Non-employee director cash retainer |
| Committee membership fee | $5,000 per committee | Spiro sits on 3 committees → $15,000 potential |
| Committee chair fees | $15,000 Audit; $10,000 Comp/NCG | Not applicable (Spiro not a chair) |
| 2024 fees earned (Spiro) | $65,000 | As reported for 2024 |
| Equity grant policy | $150,000 RSUs ($175,000 for Chair) | Priced at 20‑day VWAP; vest at next AGM or 1‑year anniversary |
| 2024 stock awards (Spiro) | $118,337 | Grant date fair value; total comp $183,337 |
Performance Compensation
| Equity Award | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSUs (directors) | Target $150,000 | Vest by next AGM or 1‑year anniversary | None disclosed (time-based RSUs) |
| 2024 RSUs (Spiro) | $118,337 | Not individually itemized; follows annual director terms | None disclosed (no director performance metrics) |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Plaza Ventures | Private | Venture Partner | Venture affiliation; no KITT transactional ties disclosed |
| JourneyPure, LLC | Private | Director (2020) | No current interlock with KITT suppliers/customers disclosed |
Expertise & Qualifications
- Capital markets and M&A execution (>28 years), with energy and clean tech transactional experience .
- Legal and finance training (LLB/MBA); senior operating roles at GE Commercial Finance .
- Governance exposure across private boards and venture investing .
Equity Ownership
| As-of Date | Direct Shares | Indirect Shares (vehicle) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Apr 11, 2025 (pre reverse split) | 2,139 | 4,642 (Dumby I L.P.) | 6,781 | <1% |
| Sept 22, 2025 (post 1-for-9 reverse split) | 3,048 | 516 (Dumby I L.P.) | 3,564 | <1% |
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Footnote: Dumby I L.P. is controlled by Spiro’s spouse; Spiro disclaims beneficial ownership except to his pecuniary interest .
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Anti-hedging/pledging: Company policy prohibits hedging/pledging; no pledges/hedges by current directors disclosed .
Insider Trades and Section 16 Compliance
| Date | Transaction | Notes |
|---|---|---|
| Oct 7, 2023 | RSU vesting (801 post-split) | Reported late; included on Form 5 filed Feb 14, 2025 |
| May 28, 2024 | RSU vesting (1,338 post-split) | Reported late; included on Form 5 filed Feb 14, 2025 |
| Jun 7, 2023 | Disposition of indirect beneficial interest in 72,084 shares (post-split) | Reported late on Form 5; date-specific disclosure |
| Jun 7, 2023 | Acquisition of indirect beneficial interest in 4,642 shares (post-split) | Reported late on Form 5; date-specific disclosure |
| Jun 7, 2023 | Acquisition of indirect beneficial interest in 200,000 private warrants | Reported late on Form 5; date-specific disclosure |
| Jun 7, 2023 | Disposition of indirect beneficial interest in 4,783,333 private warrants | Reported late on Form 5; date-specific disclosure |
Governance Assessment
- Strengths: Independent director on Audit, Compensation, and Nominating committees; committee independence affirmed; Audit Committee charter includes oversight of related-party transactions—a key safeguard given KITT’s financing relationships with ATW and other investors . Attendance at or above the 75% threshold; diversified capital-markets expertise relevant to KITT’s financing and strategic needs .
- Alignment: Participates in standard director equity program (RSUs) and holds a modest beneficial ownership position; anti-hedging/pledging policy reduces misalignment risk .
- RED FLAGS: Multiple late Section 16 filings (RSU vestings and indirect positions/warrants) indicate reporting control weaknesses or personal compliance lapses; repeated reporting delays can erode investor confidence in disclosure discipline . Family-related indirect holdings (Dumby I L.P.) create a minor related-party exposure, albeit with disclaimed beneficial ownership; should be monitored for transactions or pledging changes .
- Gaps: No director stock ownership guideline disclosures; attendance threshold disclosed only as ≥75% rather than exact figures; no director performance metrics tied to equity (time-based RSUs) .