Boyd Johnson
Spire GlobalAbout Boyd Johnson
Boyd Johnson is Spire Global’s Chief Legal Officer, Chief Administrative Officer, General Counsel, and Corporate Secretary, having served as CLO since joining Spire in September 2022 and in his expanded roles since December 2023; he is 55 years old . He previously served as General Counsel, Chief Compliance Officer, and Corporate Secretary at SPS Commerce (May 2012–September 2022), and as Senior Vice President and Chief Legal Officer at Merrill Corporation (June 2009–May 2012) . Johnson holds a Juris Doctor degree cum laude and a Bachelor of Science degree magna cum laude in aviation from the University of North Dakota . Company short‑term incentive metrics tied to executive compensation in 2023 were ARR, non‑GAAP operating loss, and revenue per head—achieving a weighted 105.5% payout that the compensation committee canceled to prioritize profitability; in 2024 the same metrics were used for NEOs with a 50.2% weighted payout also canceled, underscoring a conservative pay‑for‑performance stance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SPS Commerce, Inc. | General Counsel, Chief Compliance Officer, Corporate Secretary | May 2012–Sep 2022 | Senior legal, compliance, and corporate secretary responsibilities at a global SaaS supply chain firm |
| Merrill Corporation | Senior Vice President & Chief Legal Officer | Jun 2009–May 2012 | Chief legal leadership at a financial printing and communications solutions leader |
| Spire Global, Inc. | Chief Legal Officer | Sep 2022–Dec 2023 | Led legal function prior to expanded CAO/GC/Corporate Secretary remit |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in Spire’s proxy | — | — | No public company directorships reported for Johnson in the proxy materials |
Fixed Compensation
| Year | Base Salary (USD) | Bonus (USD) | Stock Awards (USD, ASC 718) | All Other Compensation (USD) | Total (USD) |
|---|---|---|---|---|---|
| 2023 | 385,000 | — | 614,720 | 78 | 999,798 |
Notes: 2023 “Stock Awards” reflect RSU grant-date fair value under ASC 718; other comp reflects life insurance premiums .
Performance Compensation
| Program Year | Metric | Weighting | Target Definition | Actual Result | Payout Result | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2023 STIP | Annual Recurring Revenue (ARR) | 33.3% | ARR as of 12/31/2023 | $106.8M; 81.0% of target | Weighted payout 105.5% canceled by committee | Cash bonus; canceled |
| 2023 STIP | Non‑GAAP Operating Loss | 33.3% | 2023 non‑GAAP operating loss | $25.8M; 126.0% of target | See above | See above |
| 2023 STIP | Revenue per Head | 33.3% | 2023 revenue ÷ avg 2023 headcount | $258.9M; 110.0% of target | See above | See above |
| 2023 STIP | Individual Target | — | Johnson’s STIP target set at 70% of base salary | — | Canceled despite weighted 105.5% | — |
2024 STIP metrics (ARR, non‑GAAP operating loss, revenue per head) for NEOs produced a 50.2% weighted payout that was also canceled; Johnson was not a 2024 NEO, but the committee’s posture is relevant to current pay‑for‑performance policy .
Equity Ownership & Alignment
| As of | Direct Class A Shares | RSUs Vesting ≤60 Days (Class A) | Other Indirect Holdings | Total Beneficial Class A | Ownership % | Hedging/Pledging |
|---|---|---|---|---|---|---|
| Mar 31, 2024 | 28,992 | 11,067 | 85 Class A (UTMA custodian) | 40,144 | <1% | Company policy prohibits hedging and pledging; preclearance required |
Beneficial ownership percentages based on 24,315,589 Class A and 1,053,583 Class B shares outstanding as of Mar 31, 2024 .
RSU Grants & Vesting Schedules
| Grant Date | Shares | Vesting Start | Vesting Cadence | Notes |
|---|---|---|---|---|
| Apr 14, 2023 | 67,500 | May 20, 2023 | 1/16 quarterly (Feb/May/Aug/Nov) | Time‑based RSUs under 2021 Plan |
| Dec 12, 2023 | 40,000 | Feb 20, 2024 | 1/12 quarterly (Feb/May/Aug/Nov) | Appointment as CAO & GC |
Employment Terms
| Provision | Non‑CIC Qualifying Termination | CIC Period Qualifying Termination | Anticipatory CIC (≤90 days post‑termination) |
|---|---|---|---|
| Cash Severance | 100% of annualized base salary (lump sum) | 150% of annualized base salary (lump sum) | Additional 50% of annualized base salary |
| Target Bonus | 100% of target annual cash bonus (lump sum) | 150% of target annual cash bonus (lump sum) | Difference between CIC Bonus and Non‑CIC Bonus |
| Health Benefits | 100% of group health coverage cost for 12 months (lump sum) | 150% of group health coverage cost for 18 months (lump sum) | Difference between CIC and Non‑CIC health continuation |
| Outplacement | Up to $15,000 | Up to $15,000 | — |
| Equity Acceleration | Per plan/award agreements (no automatic acceleration for Johnson) | Full acceleration of all unvested equity upon Qualifying Termination; options exercisable until expiration | — |
| 280G Cutback | No tax gross‑up; best‑net cutback applies (Johnson U.S.‑based) | Same | Same |
Definitions: “Qualifying Termination” includes termination without Cause or resignation with Good Reason; “Change in Control Period” ends 18 months post‑CIC . Equity acceleration terms in CIC for executives include full vesting of time‑ and performance‑based awards; non‑CIC equity treatment for Johnson follows plan/award terms (no automatic acceleration) .
Investment Implications
- Pay‑for‑performance discipline: Despite above‑target 2023 STIP outcomes (weighted 105.5%), the committee canceled payouts; similarly canceled 2024 NEO bonuses at 50.2%, signaling tight capital stewardship and profit focus that dampens near‑term cash comp outflows .
- Alignment via equity with prudent trading policy: Johnson’s compensation mix includes multi‑year, quarterly‑vesting RSUs; hedging and pledging are prohibited and preclearance required—reducing misalignment and leverage‑driven selling risk .
- Retention vs. CIC leverage: Robust severance (base, bonus, benefits) with double‑trigger equity acceleration in CIC supports retention yet creates meaningful change‑of‑control economics; 280G cutback mitigates gross‑up risk for shareholders .
- Skin‑in‑the‑game is modest: Beneficial ownership is <1% of Class A with small scheduled RSU vesting, indicating limited direct equity exposure; execution incentives rely on continued RSU vesting and role stability rather than large ownership stakes .
- Governance checks: A formal clawback policy implemented alongside restatements found no recoveries due to lack of incentive compensation in the relevant period, but enforcement framework is in place—supporting governance quality .