Mark Spoto
About Mark Spoto
Independent Class II director at 908 Devices (MASS) since June 2012; age 56 as of April 28, 2025. Co-Founder and Managing Partner at Razor’s Edge Ventures (since 2011), and former partner at Cooley LLP. Education: B.S. in Aerospace Engineering (Boston University) and J.D. (Georgetown Law). The board has determined he is independent under Nasdaq and SEC rules; he is nominated for re‑election in 2025 to a term ending at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cooley LLP | Partner | Not disclosed | National technology law practice; legal/governance experience cited for board qualification . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Razor’s Edge Ventures | Co‑Founder & Managing Partner | Partner since 2011 | Multi‑stage VC investing in national security and high‑growth commercial tech . |
| BlackVe (private) | Director | Not disclosed | Private company board seat . |
| HawkEye 360 (private) | Director | Not disclosed | Private company board seat . |
| X‑Bow Systems (private) | Director | Not disclosed | Private company board seat . |
Board Governance
- Committee assignments and roles:
- Audit Committee: Member; committee met 5 times in 2024 .
- Nominating & Corporate Governance Committee: Chair; committee met 2 times in 2024 .
- Not on Compensation Committee .
- Independence: Board determined all non‑employee directors, including Spoto, are independent .
- Attendance and engagement: The board met 10 times in 2024; each director attended at least 75% of aggregate board and committee meetings for their service (note: separate recusals disclosed for another director; none noted for Spoto) .
- Audit oversight: Listed as a member signing the Audit Committee Report (April 28, 2025) .
| Governance Item | Detail |
|---|---|
| Board meetings (2024) | 10 |
| Audit Committee meetings (2024) | 5 |
| Nominating & Governance meetings (2024) | 2 |
| Independence | Independent (Nasdaq/SEC) |
| Classified board | Yes (three classes; Spoto is Class II) |
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes/Source |
|---|---|---|
| Cash fees earned (total) | 65,000 | As reported for 2024 . |
| Board annual retainer (policy rate) | 40,000 | Policy; applies to all non‑employee directors . |
| Audit Committee member (policy rate) | 10,000 | Policy . |
| Nominating & Governance Chair (policy rate) | 15,000 | Policy; chair fee in lieu of member fee . |
Under the Non‑Employee Director Compensation Policy, chair fees are in lieu of member fees (except the Board Chair, which is additive). Spoto’s roles (Audit member + Nominating Chair) align with the reported 2024 cash total of $65,000 .
Performance Compensation
| Element | Grant/Units | Fair Value ($) | Grant Date | Vesting/Terms |
|---|---|---|---|---|
| RSUs (Annual director award) | 11,364 | 67,502 | Jun 13, 2024 | RSUs vest in full at 1‑year anniversary/day before next annual meeting; pro‑rata vesting upon termination . |
| Stock options (Annual director award) | 15,996 | 67,502 | Jun 13, 2024 | 10‑year term; exercise price = closing market price on grant date; options vest monthly over 1 year . |
No performance‑based metrics disclosed for director compensation; equity is time‑based service vesting per policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed . |
| Current private company boards | BlackVe; HawkEye 360; X‑Bow Systems . |
| Compensation committee interlocks | Company discloses no interlocks for its Compensation Committee (Spoto is not a member) . |
Expertise & Qualifications
- Financial and investment expertise; significant legal, managerial, and corporate governance expertise (board‑stated qualifications) .
- Education: B.S. Aerospace Engineering (Boston University); J.D. (Georgetown University Law Center) .
- Sector lens: National security and high‑growth commercial technology investing (Razor’s Edge Ventures) .
Equity Ownership
| Ownership Item (as of Apr 17, 2025) | Shares/Value | Notes |
|---|---|---|
| Total shares beneficially owned | 120,841 | “Less than 1%” of outstanding . |
| Direct common shares | 52,971 | Held directly by Spoto . |
| Options/RSUs exercisable/vesting within 60 days | 64,271 | Held directly by Spoto . |
| Indirect (Razor’s Edge Ventures, LLC) | 3,599 | Spoto disclaims beneficial ownership except to pecuniary interest . |
| Anti‑hedging/pledging policy | Hedging and pledging prohibited; no waivers to date . | |
| Director stock ownership guidelines | ≥3× annual cash retainer; applies to non‑employee directors (individual compliance not disclosed) . |
Conflicts, Related Party Exposure, and Policies
- Related‑party transactions: The company disclosed no related‑person transactions >$120,000 since Jan 1, 2024 beyond compensation items; none noted involving Spoto or Razor’s Edge Ventures in the period .
- Review controls: Audit Committee must pre‑approve related‑person transactions under a written policy, evaluating fairness and ordinary‑course terms .
- Independence determination: Board considered relationships, including associations with >5% holders; concluded Spoto is independent .
- Example of conflict management on the board: A separate director (not Spoto) recused from 6 meetings related to a potential conflict; demonstrates recusal practice (no recusal disclosed for Spoto) .
Governance Assessment
- Board effectiveness signals:
- Long tenure (director since 2012) provides continuity and deep company knowledge; balanced by current independence status and active committee roles (Audit member; Nominating Chair) .
- Engagement appears adequate: ≥75% attendance and participation in committees that met during 2024 .
- Compensation mix is standard: cash retainer plus balanced equity (RSUs/options), aligning director incentives with shareholders; no performance metrics, which is typical for directors .
- Alignment and risk controls:
- Ownership guidelines (≥3× retainer) and prohibitions on hedging/pledging support alignment; individual compliance levels not disclosed .
- No related‑party transactions involving Spoto disclosed for 2024–2025 YTD; Audit Committee oversees related‑party reviews .
- Structural considerations for investors:
- Classified (staggered) board persists (Spoto Class II), which can reduce annual accountability but is disclosed and consistent with current charter .
- As an Emerging Growth Company, the company is not required to hold say‑on‑pay votes yet, modestly limiting direct shareholder feedback on compensation policy .
Overall, disclosures point to an independent, financially savvy director with meaningful committee responsibilities, standard director pay structure, and no disclosed conflicts or related‑party transactions—generally supportive of investor confidence, with the caveat of a classified board structure .