Stephen Messer
Spire GlobalAbout Stephen Messer
Stephen Messer (age 53) is an independent Class I director of Spire Global, serving on the board since August 2021 (legacy Spire director since 2014). He is Co‑Founder and Vice Chair of Collective[i], Member at Zephir Worldwide LLC (VC), and President/Co‑Founder of World Evolved Services; previously CEO/Co‑Founder of LinkShare (acquired by Rakuten). He holds a B.A. from Lafayette College and a J.D. from Cardozo School of Law; core credentials include technology, AI, and growth-company leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LinkShare Corporation | Chief Executive Officer & Co‑Founder | 1996–2005 | Built and exited to Rakuten (affiliate marketing) |
| World Evolved Services, LLC | President & Co‑Founder | Since 2006 | Venture investment and company building |
| Collective[i] | Vice Chairman & Co‑Founder | Since Jan 2008 | AI for commerce; technology and AI expertise |
| Zephir Worldwide LLC | Member | Since 2012 | Venture capital investing |
| Legacy Spire Global | Director | 2014–2021 | Pre‑SPAC director |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Various private companies | Director | Private | Ongoing | Serves on several private company boards (not named) |
| Various VC firms | Advisory Board Member | Private | Ongoing | Advisory boards for multiple venture capital firms |
| Public company boards | — | Public | — | Not disclosed in proxy |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Messer is independent under NYSE standards |
| Committee assignments | Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member) |
| Attendance | Each director attended at least 75% of board and applicable committee meetings in 2024 |
| Meeting cadence (2024) | Board: 10 meetings; Compensation Committee: 4; Nominating & Governance: 4 |
| Board structure | Classified board; Messer is Class I (term expiring 2025; nominated for term ending 2028) |
| Lead independent director | William Porteous serves as Lead Independent Director |
Fixed Compensation
Policy rates (Outside Director Compensation Policy):
- Annual cash retainer: $30,000; Lead Director/Chair of Board: +$20,000; Committee chair fees: Audit $25,000; Compensation $15,000; Nominating & Governance $10,000; Committee member (non‑chair): Audit $15,000; Compensation $6,500; Nominating & Governance $4,000. Paid quarterly.
2024 Director compensation (Stephen Messer):
| Component | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $49,000 |
| Total cash | $49,000 |
Interpretation: Messer’s $49,000 cash aligns with policy given his roles (base $30,000 + $15,000 compensation committee chair + $4,000 nom/gov member). Sources: policy and committee roles.
Performance Compensation
Director equity awards
| Grant Type | Grant Date | Shares/Options | Grant-Date Fair Value | Vesting / Terms |
|---|---|---|---|---|
| RSU (Annual Award) | 6/5/2024 | 17,207 RSUs | $174,995 | Vests in full on 6/5/2025 (earlier of 1‑yr or next AGM) |
| Option (legacy) | 4/1/2019 | 762 options | — | Exercise $14.80; exp. 3/31/2029; fully vested |
| Option (legacy) | 2/18/2021 | 22,852 options | — | Exercise $26.32; exp. 2/17/2031; fully vested |
| Change in control (policy) | — | — | — | Director equity accelerates vesting in full on CIC |
2024 Company bonus metrics overseen by Compensation Committee (context for pay-for-performance governance)
| Metric (equal weight) | 2024 Result | Payout vs Target |
|---|---|---|
| Annual Recurring Revenue (ARR) at 12/31/2024 | $112.2M | 66.0% |
| Non‑GAAP Operating Loss (2024) | $(30.4)M | 4.9% |
| Revenue per Head (2024) | $256.0M | 79.7% |
| Outcome | Weighted payout calc. 50.2% | Committee cancelled all NEO bonuses for 2024 |
Additional governance controls:
- Clawback policy (NYSE‑compliant) adopted Aug 2, 2023; following restatement of FY2023, FY2022 and certain 2024 interim periods, no clawback recovery was required (no incentive-based comp received for relevant period) .
- Comp committee engaged independent consultant (Compensia) for peer benchmarking in 2024 .
Director Compensation (Total for 2024)
| Component | Amount (USD) |
|---|---|
| Cash | $49,000 |
| Stock awards (RSUs) | $174,995 |
| Options | $0 |
| Total | $223,995 |
Note: Equity comprised the majority of 2024 director compensation (calculated from figures above). Source: Director Compensation Table.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed in proxy |
| Private company boards | Serves on several private company boards (not named) |
| Advisory roles | Advisory boards for multiple venture capital firms |
| Related‑party transactions | None disclosed involving Messer; related‑party transactions require Audit Committee approval per policy |
| Independence determination factors | Board reviewed background/affiliations; determined Messer independent under NYSE rules |
Expertise & Qualifications
- Technology, AI, and growth‑company leadership; venture investing and company formation .
- Legal training (J.D.) and operating CEO experience (LinkShare acquisition outcome) .
- Selected for board due to business leadership and technology/AI experience .
Equity Ownership
Beneficial ownership as of April 7, 2025:
| Security | Beneficially Owned | % Ownership | Voting Power |
|---|---|---|---|
| Class A common stock | 106,427 shares | <1% | <1% |
Notes:
- No Class B shares reported for Messer .
- Beneficial ownership calculations include options exercisable and RSUs vesting within 60 days of 4/7/2025, per proxy methodology .
- Outstanding director equity awards listed above; legacy options fully vested; 2024 RSUs scheduled to vest 6/5/2025 .
- Hedging and pledging of company stock are prohibited for directors under insider trading policy; pre‑clearance required for certain transactions .
Governance Assessment
Strengths
- Independent director; chairs the Compensation Committee and serves on Nominating & Governance—key roles for oversight of pay, succession, and governance practices .
- Solid engagement indicators: board met 10x in 2024; each director ≥75% attendance; Messer’s committees met 4x each .
- Director pay structure is modest in cash and primarily equity, aligning director incentives with shareholders; Messer’s 2024 cash aligns to policy and roles; annual RSU vests at next AGM/1‑year, with CIC vesting clarity .
- Robust governance policies: hedging/pledging prohibited; related‑party transactions subject to independent review; NYSE‑compliant clawback in place .
Watch items
- Financial restatement for FY2023, FY2022 and certain 2024 interim periods; committee conducted clawback analysis (no recovery required). Restatements elevate governance scrutiny; compensation committee’s 2024 decision to cancel NEO bonuses demonstrates restraint and pay‑for‑performance posture .
- Ownership alignment: Messer’s reported beneficial ownership is <1% of Class A; while typical for outside directors, absolute exposure is relatively modest vs. founders/insiders .
RED FLAGS
- None specifically tied to Messer in related‑party transactions, hedging/pledging, or attendance; Section 16 compliance note cites only one late filing for a different officer (CFO) in 2024 .