Joan Amble
About Joan Amble
Independent director at Spire Global (since August 2022), age 71 as of April 7, 2025. Former EVP, Finance and Comptroller at American Express; prior decade-plus at General Electric culminating as COO/CFO of GE Capital Markets overseeing securitizations, debt placement, syndication, and structured equity. Currently President of JCA Consulting, LLC and co‑founder of W.O.M.E.N in America. Selected to Spire’s board for deep finance, accounting, and governance expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express | Executive Vice President, Finance and Comptroller | Not disclosed | Senior finance leadership; corporate controllership |
| GE Capital Markets (General Electric) | Chief Operating Officer and Chief Financial Officer | Not disclosed (more than a decade at GE culminating in this role) | Oversaw securitizations, debt placement, syndication, structured equity transactions |
| JCA Consulting, LLC | President | Current | Advisory/consulting leadership |
| W.O.M.E.N in America | Co‑founder | Since 2009 (program launched fall 2009) | Leadership development initiative for women |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Zurich Insurance Group AG | Director | Current | Board service (committee roles not disclosed in SPIR proxy) |
| Booz Allen Hamilton Holding Corp. | Director | Current | Board service (committee roles not disclosed in SPIR proxy) |
| BuzzFeed, Inc. | Director; Audit Committee Chair; Nominating & Governance Committee Member | Until May 2023 | Stepped off in May 2023 |
| Broadcom Corp. | Director | Prior | Former public company directorship |
| Brown‑Forman | Director | Prior | Former public company directorship |
| Sirius XM Holdings Inc. | Director | Prior | Former public company directorship |
| Société Générale U.S. affiliate | Independent advisor to Executive Committee | Prior | Advisory capacity |
Board Governance
- Independence: Board determined Ms. Amble is independent under NYSE standards; NYSE‑independent directors comprise a majority of the board.
- Committee assignments: Audit Committee member (committee comprised of Amble, Porteous [Chair], and Hoke). Audit Committee held 9 meetings in 2024.
- Attendance: Board met 10 times in 2024; each director attended at least 75% of board and applicable committee meetings.
- Board structure: Classified board (three classes); lead independent director in place (William Porteous).
- Ethics and trading: Company prohibits hedging, pledging, and holding shares in margin accounts by directors/officers. Pre‑clearance required for director/officer transactions.
- Clawback: NYSE‑compliant clawback policy adopted Aug 2, 2023; following 2022–2024 restatements, recovery analysis indicated no recoveries required.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Standard non‑employee director retainer per policy |
| Audit Committee member fee | $15,000 | Paid to each audit committee member (ex‑chair) |
| Fees earned or paid in cash (actual 2024) | $45,000 | Matches $30,000 base + $15,000 audit member |
Performance Compensation
Directors at SPIR receive time‑based annual equity grants (RSUs) rather than performance‑conditioned awards; no director performance metrics are used for equity vesting per policy.
| Grant Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU | 6/5/2024 | 17,207 RSUs; $174,995 grant‑date fair value | Vests in full on earlier of one‑year anniversary or next annual meeting (i.e., by ~6/5/2025), subject to service | Annual Award policy $175,000 in RSUs |
| Initial RSU | 8/11/2022 | 7,538 RSUs (outstanding as of 12/31/2024) | Service‑based vesting satisfied as to all shares on 8/20/2025, subject to service | Initial Award policy targets $275,000 in RSUs, 3‑year ratable vesting |
Equity policy features: change‑in‑control full acceleration for non‑employee directors’ awards; option alternative available in lieu of RSUs; ability to elect stock in lieu of cash retainers.
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Exposure Commentary |
|---|---|---|
| Booz Allen Hamilton Holding Corp. | Public company board | Government/defense exposure overlaps with portions of SPIR’s customer base; SPIR’s board affirmed independence and disclosed no related‑party transactions involving Ms. Amble. |
| Zurich Insurance Group AG | Public company board | Global insurer; no SPIR‑disclosed related‑party transactions with Ms. Amble. |
| Prior: Broadcom, Brown‑Forman, Sirius XM, BuzzFeed | Prior public boards | Governance and audit leadership experience; no SPIR‑disclosed related‑party transactions. |
Policies for related‑party transactions require Audit Committee review and approval; none disclosed involving Ms. Amble.
Expertise & Qualifications
- Finance, controllership, and capital markets leadership (American Express EVP Finance/Comptroller; GE Capital Markets COO/CFO focused on securitizations, debt placement, syndication, structured equity).
- Corporate governance depth across multiple public company boards; prior audit chair experience (BuzzFeed).
- Recognized advocate and leader in advancing women in business (co‑founder, W.O.M.E.N in America).
Equity Ownership
| Holder | Class A Shares Owned | RSUs/Options (within 60 days) | Total Beneficial Ownership | Notes |
|---|---|---|---|---|
| Joan Amble | 47,677 Class A shares | 17,207 RSUs issuable within 60 days | 64,884 Class A shares; <1% | No Class B; less than 1% of Class A and total voting power |
| Pledging/Hedging | — | — | Prohibited for directors under policy | Hedging, pledging, margin accounts barred; pre‑clearance required |
Outstanding (unvested) director awards as of 12/31/2024: 7,538 RSUs (8/11/2022) and 17,207 RSUs (6/5/2024).
Governance Assessment
-
Strengths
- Independent director with deep finance and audit oversight background; currently serves on Audit Committee, which met 9 times in 2024.
- High equity component in director pay (2024 equity grant $174,995 vs. $45,000 cash), enhancing alignment.
- No related‑party transactions disclosed involving Ms. Amble; company enforces stringent insider trading, hedging/pledging prohibitions, and has an NYSE‑compliant clawback policy.
- Compliance and engagement: board‑wide ≥75% attendance; audit oversight responsibilities clearly defined.
-
Watch items
- Multiple external directorships can increase time demands; ensure continued ≥75% attendance and Audit Committee engagement. (Board‑wide attendance met threshold in 2024.)
- Audit Committee “overboarding” limit is three public company audit committees including SPIR; no disclosure that Ms. Amble serves on >3 audit committees, but monitor compliance if committee roles at other boards change.
-
Red flags
- None disclosed specific to Ms. Amble regarding attendance shortfalls, related‑party transactions, pledging/hedging, or delinquent filings.
Appendix: Director Compensation Details (Reference)
| Metric (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $45,000 |
| Stock Awards (Grant‑Date Fair Value) | $174,995 |
| Total | $219,995 |
| Outstanding Director Equity (12/31/2024) | Shares | Vesting Note |
|---|---|---|
| RSU (8/11/2022) | 7,538 | Vests fully 8/20/2025, subject to service |
| RSU (6/5/2024) | 17,207 | Vests by ~6/5/2025 per annual award policy |