Robert Spignesi
About Robert Spignesi
Robert G. Spignesi Jr. is President and Chief Executive Officer of Rapid Micro Biosystems (RPID) and has served on the Board since October 2014. He previously held senior roles at Thermo Fisher Scientific (VP & GM, Americas, Microbiology) and Fisher Scientific (VP, Global Strategy/BD/Marketing), and earlier was a U.S. Army Aviation Officer. He holds an MBA from Columbia University and a B.S. in Economics from the U.S. Military Academy at West Point. Age: 56. These credentials underscore commercial execution and operational leadership; the company’s 2024 bonus framework for executives focused on revenue execution and margin expansion, with corporate achievement at 80.6% (see Performance Compensation).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thermo Fisher Scientific (Microbiology Division) | Vice President & General Manager, Americas | Not disclosed | Commercial and P&L leadership in microbiology markets |
| Fisher Scientific | Vice President, Global Strategy, Business Development and Marketing | Not disclosed | Corporate strategy, BD and marketing leadership |
| U.S. Army | Aviation Officer | Not disclosed | Leadership and operations experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in proxy statements |
Board Governance
- Board service: Director since October 2014; currently one of seven directors (2025). Not independent due to CEO role. Independent Chair (Kirk D. Malloy, Ph.D.) separates Chair/CEO roles, with executive sessions of independent directors.
- Committee roles: Spignesi serves on no standing committees; Audit Chair: Melinda Litherland; Compensation Chair: Kirk D. Malloy; Nominating & Governance Chair: Jeffrey Schwartz.
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Spignesi attended the 2024 Annual Meeting.
- Director pay: CEO receives no additional compensation for Board service.
- Dual-role implications: CEO + Director structure is mitigated by an independent Chair and regular executive sessions of independent directors; Spignesi is explicitly not independent.
Fixed Compensation
Multi-year NEO summary (CEO only):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 592,800 | 616,512 | 641,160 |
| Target Bonus (% of Salary) | 80% | 80% | 80% |
| “Bonus” (discretionary/retention) ($) | 96,106 (discretionary) | — | 100,534 (discretionary) |
| Non-Equity Incentive Plan ($) | 46,166 | 401,218 | 312,886 |
| All Other Compensation ($) | 42,462 | 34,990 | 42,362 (incl. $18,551 401k; $520 life; $23,291 medical) |
- Observations: Base salary rose ~4% annually (2023→2024), consistent with company practice; 2024 paid a discretionary bonus on top of the formulaic bonus, a watch item for pay-for-performance purity.
Performance Compensation
Annual cash incentive framework (2024):
| Metric | Weight | Level of Achievement of Target Goals | Earned Payout Percent |
|---|---|---|---|
| Commercial Execution – Sales, Service, Validations: Achieve overall revenue target | 70% | 89.7% | 20.2% |
| Achieve quarterly and annual system sales targets | 20% | 78.3% | 17.8% |
| Achieve quarterly and annual system validations | 10% | 60.5% | 8.7% |
| Increase consumables usage | 10% | 101.6% | 10.3% |
| Sterility target | 10% | 3.3% | 3.3% |
| Expand Margins – Product Gross Margins | 20% | 6.7% | 6.7% |
| Expand Margins – Service Gross Margins | 10% | 13.6% | 13.6% |
| Total Corporate Achievement | — | — | 80.6% |
- CEO target bonus: 80% of base salary; CEO’s bonus is 100% based on corporate goals (no individual component). In Feb 2025, the committee approved additional discretionary cash bonuses above formula outcomes for 2024.
- Equity awards:
- 2024 grant-date fair value of RSUs: $106,446; Options: $110,250.
- 2023 equity skewed higher (Stock Awards: $607,383; Options: $137,151), including performance-based RSUs valued at maximum probable outcome.
Equity Ownership & Alignment
Beneficial ownership trend (Spignesi):
| As-of Date | Beneficial Shares | % of Class A |
|---|---|---|
| Mar 31, 2022 | 1,409,163 | 3.87% |
| Mar 10, 2023 | 1,658,801 | 4.35% |
| Mar 28, 2024 | 2,090,448 | 5.32% |
| Apr 7, 2025 | 2,070,842 | 5.00% |
- Open-market buying signal: Schedule 13D filed Aug 19, 2025 discloses 493,931 Class A shares purchased for ~$346,555 using personal funds, indicating incremental alignment; total beneficial ownership 2,647,256 shares (components detailed in the filing).
- Hedging/Pledging: Company prohibits hedging transactions for directors/officers; no specific disclosure of pledging prohibitions or pledged shares was identified.
- Ownership guidelines: Not disclosed in retrieved proxy materials.
- Director fees: CEO receives no director compensation; equity ownership is primarily via executive compensation plans and open-market purchases.
Outstanding Equity and Vesting (selected CEO awards, 12/31/2024)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | RSUs Market Value ($) | Performance-based “Unearned” Units (#) | Payout Value ($) | Vesting Notes |
|---|---|---|---|---|---|---|---|---|---|
| 10/12/2017 | 139,964 | 0 | 1.00 | 10/11/2027 | — | — | — | — | Fully vested options |
| 05/29/2018 | 876,751 | 0 | 1.00 | 05/28/2028 | — | — | — | — | Fully vested options |
| 07/29/2020 | 4,210; 3,623; 3,400; 1,402 | 0 | 0.75 | 2025–2026 | — | — | — | — | Fully vested options |
| 07/28/2030 grant cohort | 538,305 | 0 | 0.75 | 07/28/2030 | — | — | — | — | 48 equal monthly installments; CoC acceleration |
| 03/15/2021 | 113,980 | 7,599 | 10.85 | 03/14/2031 | — | — | — | — | 48 equal monthly installments; CoC acceleration |
| 02/11/2022 | 139,895 | 57,605 | 7.82 | 02/10/2032 | 32,917 | 29,625 | — | — | 48 equal monthly installments; CoC acceleration |
| 03/09/2023 | 95,243 | 122,457 | 1.24 | 03/08/2033 | 72,567 | 65,310 | 380,975 | 342,878 | 48 equal monthly installments; CoC acceleration |
| 02/06/2024 | 46,875 | 178,125 | 0.94 | 02/06/2034 | 113,000 | 101,700 | — | — | 48 equal monthly installments; CoC acceleration |
Note: Market values reflect $0.90 share price at 12/31/2024 per proxy methodology. Option vesting footnotes indicate 48 equal monthly installments and full vesting on Change of Control.
- Selling pressure read-through: As of 12/31/2024, many legacy options are at or above $1.00–$10.85 strike vs $0.90 trading price, limiting in-the-money exercise incentives; time-vested RSUs will still settle into stock, creating periodic supply.
Employment Terms
| Provision | Base (No CIC) | Change-in-Control (CIC) Scenario |
|---|---|---|
| Eligibility | Termination without cause or resignation for good reason (as defined) | Termination without cause or resignation for good reason on/within 3 months prior to CIC or within 12 months after CIC |
| Cash Severance | 12 months base salary continuation | Lump sum 1.5x annual base salary |
| Bonus | Prior year earned but unpaid bonus; pro-rated current-year bonus based on actual performance | Prior year earned but unpaid bonus; plus 1.5x annual target bonus (lump sum) |
| COBRA | Up to 12 months | Up to 18 months |
| Equity | Accelerated vesting of time-vested equity that would have vested in next 6 months; 12 months to exercise vested options | Full accelerated vesting of all unvested equity upon CIC; 1-year to exercise vested options |
| Clawback | Company-adopted compensation recovery policy effective Oct 2, 2023 (SEC/Nasdaq compliant) |
- Trigger design: Equity vests fully upon a change in control (single-trigger for equity), a shareholder-unfriendly feature vs typical double-trigger; cash severance requires termination with cause qualifiers.
Compliance, Policies, and Related Items
- Anti-hedging: Prohibited for directors/officers/employees (options, swaps, collars, exchange funds, etc.).
- Clawback: Adopted Oct 2, 2023 under SEC/Nasdaq rules.
- Related party transactions: Policy overseen by Audit Committee; indemnification agreements with directors/officers. No specific Spignesi-related transactions disclosed.
Investment Implications
- Alignment and insider signal: Sustained ~5% beneficial ownership and disclosed open-market purchases (~494K shares, ~$346k) in 2025 point to alignment and confidence; monitor for additional filings to gauge cadence.
- Incentive quality: 2024 annual bonus tied to revenue execution and gross margin improvement with 80.6% corporate achievement, but the committee also approved discretionary cash on top of formulaic outcomes—watch for recurring discretion that can weaken pay-for-performance linkage.
- Retention and M&A dynamics: 12-month salary continuation (no CIC) and 1.5x salary + 1.5x target bonus (with CIC) are moderate; however, single-trigger equity acceleration at CIC can create windfall optics and may influence sale dynamics.
- Overhang/pressure: Large option overhang has mixed economics (many strikes ≥$1 vs $0.90 12/31/24 price), limiting immediate exercises; RSUs and any PSUs settling create periodic supply as they vest—track vesting calendars and 10b5-1 plans/Form 4s for timing.
- Governance mitigants: Independent Chair, executive sessions, and formal anti-hedging/clawback policies help offset dual-role independence concerns. CEO receives no director fees.