Erich Spangenberg
About Erich Spangenberg
Erich Spangenberg is a long-time investor and IP strategist who first invested in Spectral AI in 2011, served on the Board from 2012 to October 2022, and was reappointed to the Board on November 27, 2023, bringing nearly 40 years of experience as an entrepreneur, investor, investment banker, and attorney . He holds a J.D. from Case Western Reserve University School of Law, an M.Sc. in Economics from the London School of Economics, and a B.A. in Economics from Skidmore College . As of April 15, 2025, he beneficially owned 18.9% of Spectral AI’s common stock, making him the company’s largest shareholder . The 2025 proxy nominated six directors without listing Mr. Spangenberg, and the May 28, 2025 Annual Meeting elected those six nominees, indicating he was not up for re‑election in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectral AI (MDAI) | Director | 2012–Oct 2022 | Long-serving board member |
| Spectral AI (MDAI) | Director | Nov 27, 2023–2025 | Reappointed 11/27/2023; later not nominated in 2025 proxy |
| Spectral AI (MDAI) | Chairman, Executive Committee | 2023–2024 | Executive Committee “currently consists of Erich Spangenberg (Chair)” per 2025 proxy discussing 2024 operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sauvegarder Investment Management | Founder & Managing Director | Not disclosed | Recognized among top IP strategists; patent monetization leadership |
Board Governance
- Committee assignments: Executive Committee (Chair; members include Spangenberg, Cotton, DiMaio, Mellish) .
- Other standing committees and current compositions (as of the 2025 proxy discussing 2024): Audit (Cotton—Chair; Mellish; Snyder), Compensation (Mellish—Chair; Cotton; Sadagopan), Science & Technology (DiMaio—Chair; Sadagopan; Snyder), Nominating & Corporate Governance (DiMaio—Chair; Cotton) .
- Independence: The Board determined Cotton, Mellish, Sadagopan, and Snyder are independent; Spangenberg is not listed as independent .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board held 8 meetings; Audit 5; Compensation 2; Nominating & Corporate Governance 1; Executive 13 .
- Leadership: Dr. J. Michael DiMaio serves as Chairman of the Board and Chair of the Office of the Chairman .
- 2025 Board refresh: 2025 proxy nominees did not include Spangenberg, and six other directors were elected at the 2025 Annual Meeting .
2024 Board & Committee Activity
| Body | Meetings in 2024 |
|---|---|
| Board | 8 |
| Audit Committee | 5 |
| Compensation Committee | 2 |
| Nominating & Corporate Governance Committee | 1 |
| Executive Committee | 13 |
Fixed Compensation
| Director | Year | Cash Fees ($) | Notes |
|---|---|---|---|
| Erich Spangenberg | 2024 | 45,000 | Rejoined Board May 15, 2024 |
Performance Compensation
| Director | Year | Equity Vehicle | Reported Grant Fair Value ($) | Performance Metrics | Vesting/Terms |
|---|---|---|---|---|---|
| Erich Spangenberg | 2024 | Stock options | 38,400 | Not disclosed for directors | Not disclosed for directors |
The proxy discloses option award values for directors but does not detail director-specific performance conditions or vesting schedules; the narrative describes the program’s alignment goals but no metric framework for directors .
Other Directorships & Interlocks
- No current public company directorships or interlocks for Mr. Spangenberg are disclosed in the cited Spectral AI filings .
Expertise & Qualifications
- Background: Entrepreneur, investor, investment banker, attorney with nearly 40 years of experience; recognized among top IP strategists and a leader in patent monetization .
- Education: J.D. (Case Western Reserve University), M.Sc. Economics (LSE), B.A. Economics (Skidmore) .
- Company-specific: Initial outside investor in Spectral AI (2011); largest shareholder as of April 15, 2025 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Erich Spangenberg | 4,850,963 | 18.9% (of 25,628,121 shares outstanding) | Includes 63,832 options exercisable within 60 days |
| Direct (Erich Spangenberg) | 628,574 | — | Directly held |
| ELS 1960 Family, L.P. | 4,158,557 | — | Limited partnership for benefit of Mr. Spangenberg and his heirs; he is majority limited partner and co-managing partner of the GP |
Governance Assessment
- Independence and alignment: Not designated as independent by the Board; holds a significant 18.9% stake, aligning financial outcomes with shareholders but reducing formal independence .
- Influence and execution capacity: Chaired the Executive Committee, which met 13 times in 2024 and holds broad delegated board authority between meetings—an indicator of elevated governance influence and deal flow oversight .
- Attendance: Met at least the 75% attendance threshold in 2024, consistent with the full Board’s attendance disclosure, suggesting engagement .
- Related‑party exposure (RED FLAG): The company’s new IP subsidiary (Spectral IP) received a $1.0 million investment from an affiliate of its largest stockholder; the note was later amended and fully converted into 540,996 common shares at a 5% discount, constituting a related‑person transaction under company policy—this warrants continued monitoring for conflicts and process rigor .
- Role transition: Although a November 2023 press release announced he would chair both the Executive and Nominating & Corporate Governance Committees, the 2025 proxy shows the Nominating & Corporate Governance Committee chaired by Dr. DiMaio with Cotton as member, indicating a subsequent committee realignment; additionally, he was not among the 2025 director nominees, marking a governance transition and potential shift in board dynamics .
- Director pay: 2024 compensation of $83,400 (cash $45,000; option awards $38,400) is modest for a U.S. micro-cap and primarily time‑based (options), signaling alignment via equity but with no disclosed performance conditions for directors .
Director Compensation Detail (2024)
| Metric | Amount |
|---|---|
| Cash Fees ($) | 45,000 |
| Option Awards ($) | 38,400 |
| Total ($) | 83,400 |
Key Risk Indicators
- Concentrated ownership and committee leadership centralize influence; combined with related‑party financing activity, this elevates perceived conflict-of-interest risk if approval processes and recusals are not robust (monitor Audit/Nominating oversight) .
- Board refresh removes Spangenberg from the 2025 slate, potentially reducing conflict risk but also removing a major-capital-aligned voice and IP finance expertise from formal board roles .
Sources: 2025 DEF 14A (filed Apr 17, 2025) ; 8‑K appointing Spangenberg (Nov 29, 2023) ; 8‑K Annual Meeting results (May 29, 2025) .
