Spencer Hart
About Spencer Hart
Spencer Hart, 59, joined Loop Industries’ Board in February 2025 as an independent director. He has 30+ years in investment banking (First Boston, Lehman Brothers, “Barclay”), and is currently a Senior Advisor at Guggenheim Securities in New York, with deep M&A and financing experience focused on retail/consumer sectors. He also oversees a family franchise business (Sonic Drive-In, Jersey Mike’s, Buff City Soap). Education: BA (Political Science) and BS (Economics, Finance) from the University of Pennsylvania; MBA (Finance) from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The First Boston Corporation | Investment banking roles | Not disclosed | Advised on public/private M&A and financing transactions |
| Lehman Brothers | Investment banking roles | Not disclosed | Advised on M&A and financings; retail/consumer focus |
| “Barclay” | Investment banking roles | Not disclosed | Advised on M&A and financings; retail/consumer focus |
| Guggenheim Securities | Senior Advisor | Current | Strategic advisory; M&A/financing expertise |
| Family franchise business (Sonic Drive-In, Jersey Mike’s, Buff City Soap) | Oversight/Operator | Current | Multi-unit operating oversight; consumer sector insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Guggenheim Securities | Senior Advisor | Current | Based in New York; advisory focus across industries, notably retail/consumer |
| Other public company directorships | — | — | None disclosed in LOOP’s proxy biography for Mr. Hart |
Board Governance
- Independence: The Board determined Spencer Hart is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments (expected post-2025 annual meeting):
- Audit Committee: Member (with Chair Laurence Sellyn)
- Compensation Committee: Member (Chair Jay Stubina)
- Nominating & Corporate Governance Committee: Member (Chair Louise Sams)
- Board leadership: CEO and Chair roles are combined (Daniel Solomita), with a Lead Independent Director (Laurence Sellyn). Independent directors meet regularly without the CEO .
- Attendance: Fiscal 2025 attendance table shows Hart joined in Feb 2025 and “has attended all Board meetings held since his appointment” .
- Committee activity levels (FY2025): Audit 8 meetings; Compensation 4; Nominating & Corporate Governance 4 .
- Controlled company: LOOP qualifies as a “controlled company” under Nasdaq rules but states it did not—and does not plan to—use governance exemptions for FY2025–FY2026 .
Fixed Compensation
- Policy framework for non-employee directors (amended multiple times since 2017):
- Cash retainers: $20,000/year for board service; $15,000/year for each committee chair; $50,000/year for Lead Independent Director; paid quarterly, prorated .
- Fiscal 2025 actuals (pro-rated due to February 10, 2025 start):
- Cash fees: $1,056; Stock awards (grant-date fair value): $32,798; Total: $33,853 .
| Item | Amount/Detail |
|---|---|
| Annual cash retainer (policy) | $20,000/year |
| Chair fees (policy) | Audit Chair $15,000; Compensation Chair $15,000; Nominating Chair $15,000 |
| Lead Independent retainer (policy) | $50,000/year |
| Spencer Hart FY2025 cash | $1,056 |
| Spencer Hart FY2025 total director comp | $33,853 (Cash $1,056; Stock $32,798) |
Performance Compensation
- Equity structure (policy): Annual RSU award valued at $90,000 for each non-employee director, vesting 100% on the earlier of one year from grant or the day prior to the next annual meeting, subject to continued service (policy amended 2019/2020) .
- FY2025 realized grant for Hart (pro-rated due to late-year appointment): $32,798 grant-date fair value; 28,770 RSUs outstanding as of Feb 28, 2025 .
- Performance metrics: None disclosed for director equity; RSUs are time-based (no performance targets) .
| Metric/Award | FY2025 Detail | Notes |
|---|---|---|
| Annual RSU policy value | $90,000 per director | Time-based RSUs; vest earlier of 1 year or day prior to next annual meeting |
| Spencer Hart RSU grant (FY2025) | $32,798 grant-date fair value | Pro-rated for appointment on Feb 10, 2025 |
| Spencer Hart RSUs outstanding (2/28/25) | 28,770 | No options outstanding as director |
| Performance metrics on director awards | None disclosed | Director RSUs time-based; no TSR/financial goals |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Hart in LOOP’s proxy |
Expertise & Qualifications
- 30+ years in investment banking with extensive M&A/financing experience; sector focus on retail/consumer .
- Operating insight from oversight of a family franchise portfolio (Sonic, Jersey Mike’s, Buff City Soap) .
- Education: BS Economics (Finance) and BA Political Science (UPenn); MBA Finance (University of Chicago) .
- Board fit: Corporate finance and M&A background cited as qualification by LOOP .
Equity Ownership
| Holding | Amount | Notes |
|---|---|---|
| Beneficial ownership (Common) | 180,216 shares; “<1%” | As of May 20, 2025; “*” denotes <1% |
| Outstanding RSUs (director) | 28,770 | As of Feb 28, 2025 |
| Options | None (director) | Director table shows no options for Hart |
| Shares outstanding (context) | 47,718,350 Common shares | As of May 20, 2025 |
- Hedging/pledging: Company policy prohibits short sales, hedging, and pledging of derivatives; pledging may be permitted only with preclearance from the Compliance Officer; directors must pre-clear open market transactions .
Related-Party Transactions
- Policy: Audit Committee reviews and approves related-party transactions (Item 404); the company is not aware of any director compensation arrangements with third parties tied to board service (Nasdaq Rule 5250(b)(3)) .
- Disclosures: Only related-party item disclosed was consulting fees to director nominee Laurent Auguste; no Hart-related transactions above $120,000 disclosed for FY2024–FY2025 .
Insider Trades and Section 16 Compliance
| Date/Item | Detail |
|---|---|
| Section 16 compliance | A Form 4 for Spencer Hart reporting an RSU grant was filed late on February 14, 2025 (not timely) |
RED FLAG: Late Form 4 filing indicates a minor compliance lapse; however, the proxy notes all other required reports were filed on time except for specified late filings (including Hart’s RSU grant) .
Compensation Committee Analysis (context)
- Composition/independence: Compensation Committee comprised entirely of independent directors; post-annual meeting, Hart expected to join as a member (Chair: Stubina) .
- Consultant usage: Committee engaged Global Governance Advisors (GGA) in FY2024–FY2025 to review executive pay structure and peer comparisons; equity-focused approach adopted to align incentives and manage liquidity .
- Say-on-Pay support: 99.57% approval at 2024 annual meeting, signaling strong shareholder backing of compensation practices .
Governance Assessment
- Independence and workload: Hart is independent and expected to sit on all three committees (Audit, Compensation, Nominating/Governance), which increases his influence over financial oversight, pay policy, and governance practices .
- Attendance/engagement: Although appointed late in the fiscal year, he attended all meetings since appointment, indicating early engagement .
- Alignment: Director pay is heavily equity-weighted for Hart in FY2025 (Cash $1,056; Stock $32,798), aligning interests with shareholders; RSU vesting is time-based, not performance-based .
- Ownership: Beneficially owns 180,216 shares (<1%), plus 28,770 outstanding RSUs as of FY-end; no options listed as director—moderate skin-in-the-game for a new appointee .
- Conflicts/related-party: No Hart-related related-party transactions disclosed; Audit Committee oversees any such matters under written policy .
- Risk indicators: Minor Section 16 timeliness issue (late Form 4); Board structure remains combined CEO/Chair but mitigated by Lead Independent Director and declared non-use of controlled-company exemptions .
Overall, Hart brings substantial M&A and finance expertise with initial signs of strong engagement and alignment (equity-heavy compensation), tempered by a minor Form 4 timeliness red flag and the broader governance consideration of a combined CEO/Chair structure at a controlled company that nonetheless states it avoids relying on Nasdaq governance exemptions .