Theresa Condor

About Theresa Condor

Theresa Condor is President, Chief Executive Officer, and a Director of Spire Global (SPIR). She became CEO effective January 1, 2025 and was appointed President on March 5, 2025; she has served on the board since August 2021 and previously was COO (Oct 2021–Dec 2024) and EVP/GM of Space Services & Earth Intelligence (Aug–Oct 2021; and at Legacy Spire since 2013) . She is 44, holds a B.A. in Government from Cornell University and an M.I.A. in International Finance and Policy from Columbia University’s SIPA . 2024 executive annual incentive metrics were ARR ($112.2M; 66% of target), Non-GAAP operating loss ($30.4M; 4.9% of target), and Revenue per Head ($256.0M; 79.7% of target), with a 50.2% weighted outcome that the committee cancelled to focus on profitability in 2025 .

Past Roles

External Roles

• No current external public company directorships disclosed for Ms. Condor in the 2025 proxy .

Fixed Compensation

Performance Compensation

• Annual cash incentive program (NEOs): 100% company metrics, equally weighted across ARR, Non-GAAP operating loss, and Revenue per Head .

• Equity awards and vesting

• Options (selected legacy grants)

Notes:

• RSU vesting cadence typically aligns with Feb 20, May 20, Aug 20, and Nov 20 cycles per award footnotes, which may influence periodic settlement activity around those dates .

Equity Ownership & Alignment

• Insider trading policy bans hedging, short-term derivatives in company stock, and pledging or holding securities in margin accounts; all trades require pre-clearance .

Employment Terms

• Current agreement: Restated Employment Contract (effective Jan 1, 2025) provides €472,000 base salary and 100% target bonus; eligible for annual equity under the 2021 Plan .
• Severance (Qualifying Termination = without Cause/for Good Reason):
  • Non-CIC: Lump sums of 100% base salary, 100% target bonus, and 12 months equivalent benefits; up to $15,000 outplacement; full acceleration of outstanding equity and option exercise to expiration .
  • During CIC Period (18 months post-CoC): Lump sums of 150% base salary, 150% target bonus, 150% benefits; outplacement; full equity acceleration; extended option exercise to expiration .
  • 90-day CIC tail: If CIC occurs within 90 days after such termination, an additional cash top-up equal to 50% base salary plus differences between CIC and non-CIC bonus/benefits .
• Clawback: NYSE-compliant compensation recovery policy (effective Aug 2, 2023); following restatements of 2023–Q1 2024 financials, no recovery required as no incentive-based compensation was received for the relevant period .
• Historical (Luxembourg) contract: Earlier agreement included a 12-month non-compete within Luxembourg and a 5-year non-solicit; superseded by subsequent agreements .

Board Governance

• Board service: Director since Aug 2021; current term (Class III) runs to 2027 .
• Independence: Not independent (management director); board’s independent directors are Hoke, Messer, Porteous, and Amble .
• Leadership structure: Executive Chairman (Peter Platzer); Lead Independent Director (William Porteous) to balance governance; only independent directors serve on Audit, Compensation, and Nominating/Governance committees .
• Committees: Ms. Condor is not listed as a member of the board’s Audit, Compensation, or Nominating/Governance committees .
• Attendance: The board met 10 times in FY 2024; each director attended at least 75% of aggregate board/committee meetings .
• Director compensation: Employee directors (Platzer and Condor) received no additional compensation for board service in 2024; non-employee director cash/equity framework disclosed separately .
• Family relationship: Ms. Condor and Executive Chairman Peter Platzer are married; the board affirms independence of the other four non-employee directors; Lead Independent Director structure and independent committees mitigate dual-role and related-party concerns .

Compensation Structure Analysis

• Mix shift toward equity: Ms. Condor’s stock awards increased from $607,776 (2023) to $2,231,100 (2024), while cash bonus was cancelled for both 2023 and 2024 despite partial metric attainment, signaling a stronger emphasis on long-term equity alignment and capital discipline .
• Pay-for-performance calibration: 2024 incentive metrics (ARR, Non-GAAP operating loss, Revenue per Head) generated a 50.2% weighted score; committee exercised downward discretion to cancel payouts, consistent with a stated 2025 profitability focus .
• Consultant/peer benchmarking: Compensation committee engaged Compensia; peer-set used as comparator for pay decisions (specific peers not listed in cited sections) .
• Governance guardrails: NYSE-compliant clawback and strict hedging/pledging prohibitions enhance alignment and reduce risk of misaligned incentives .

Multi‑Year Compensation (Selected)

Outstanding and Recent Equity Awards (Key Items)

Related Party and Risk Indicators

• Family relationship with Executive Chairman (married) disclosed; independence determinations maintained for non-employee directors .
• Financial restatement for FY2022–FY2023 and Q1 2024 triggered clawback analysis; no recoveries required (no incentive-based comp during relevant period) .
• CFO transition in March 2025 (resignation not due to disagreement on financial reporting/controls) .
• Insider policy prohibits hedging/pledging and requires trade pre-clearance .

Equity Ownership & Beneficial Ownership Table Highlights (2025)

Board Service and Director Compensation

• Committees: Not a member of Audit, Compensation, or Nominating/Governance committees; those are fully independent .
• Outside Director policy: Non-employee retainers ($30k base; lead/chair and committee fees), annual RSU grants ($175k), initial RSU on joining ($275k); change-in-control acceleration for outside director awards .
• Employee directors receive no incremental board compensation .

Employment Contracts: Change‑in‑Control Economics (Detail)

Expertise & Qualifications

• Education: B.A. (Cornell); M.I.A. in International Finance & Policy (Columbia SIPA) .
• Domain: 12+ years at Spire across Space Services and Earth Intelligence; prior structured finance/trade risk at Citi .

Investment Implications

• Alignment and retention: Elevated equity weighting (notably larger 2024 RSU grant and multi-year vesting cadence) combined with strict anti-hedging/pledging and a robust clawback drive alignment; full equity acceleration upon a Qualifying Termination (even outside CIC) is generous and could reduce retention “stickiness” absent performance hurdles .
• Pay discipline: Committee cancelled cash bonuses for 2023 and 2024 despite partial metric attainment, signaling a strong pay-for-performance posture and 2025 profitability focus—supportive for investors wary of cash burn .
• Governance risk mitigants: Dual executive/board roles and spousal relationship with Executive Chairman are mitigated by an empowered Lead Independent Director and fully independent key committees; nonetheless, concentration of voting power via Class B (combined 25.7% voting power) warrants monitoring for minority shareholder protection .
• Trading/overhang watch: Quarterly RSU vesting cycles (Feb/May/Aug/Nov) may concentrate sell-to-cover activity around those dates; options are already predominantly fully vested legacy grants. Hedging/pledging bans lower misalignment risk .