William Porteous
Spire GlobalAbout William Porteous
William D. Porteous (age 52 as of April 7, 2025) is an independent director of Spire Global, Inc. (SPIR), serving since August 2021, and previously served on Legacy Spire’s board from May 2014 through the closing of the NavSight merger. He is Lead Independent Director, Audit Committee Chair, and Nominating & Corporate Governance Committee Chair, and a member of the Compensation Committee; the board has designated him an “audit committee financial expert.” He is General Partner and COO at RRE Ventures and has served on more than 20 boards; education includes a B.A. (Stanford), M.B.A. (Harvard Business School), and M.Sc. (LSE). Attendance met the “at least 75%” threshold for board and committee meetings in FY2024; the board held 10 meetings, the audit committee 9, compensation 4, and nominating & governance 4.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RRE Ventures, LLC | General Partner; Chief Operating Officer | Since Aug 2000 | Senior leadership; governance experience across >20 boards |
| Legacy Spire | Director | May 2014–Closing (2021) | Pre-merger board experience |
| Columbia University | Adjunct Professor | Jan 2003–May 2018 | Academic engagement |
| Dockery Farms Foundation | Co‑Chairman and Founder | Not disclosed | Non‑profit leadership |
External Roles
| Organization | Role | Tenure | Notes/Industry |
|---|---|---|---|
| BlackSky Technology Inc. (NYSE: BKSY) | Chairman of the Board | Current | Satellite imagery, geospatial intelligence; competitor/partner to Spire |
| Nanit; Paperless Post; Pattern; Pilot Fiber; Ursa; Wave | Director | Current | Private-company directorships |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Mr. Porteous is independent under NYSE rules |
| Lead Independent Director | Appointed LID; presides over independent director sessions and serves as liaison to Executive Chairman/CEO |
| Committees | Audit (Chair; financial expert), Compensation (Member), Nominating & Corporate Governance (Chair) |
| Meetings FY2024 | Board 10; Audit 9; Compensation 4; Nominating & Governance 4 |
| Attendance | Each director attended ≥75% of board and committee meetings during their service |
| Risk oversight | Audit oversees financial reporting/internal controls/related‑party approvals; Compensation oversees pay risk; Nominating oversees governance/independence |
| Hedging/Pledging | Prohibited for directors (no hedging, no pledging, no margin accounts) |
| Clawback | NYSE‑compliant compensation recovery policy (Section 16 officers); no recoveries required from recent restatement |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) – FY2024 | $91,472 | Actual cash received/converted; reflects role-based fees |
| Policy: Annual Cash Retainer | $30,000 | For all non‑employee directors |
| Policy: Lead Director Fee | $20,000 | Additional fee for lead director |
| Policy: Audit Committee Chair | $25,000 | Additional annual fee |
| Policy: Nominating & Governance Chair | $10,000 | Additional annual fee |
| Policy: Compensation Committee Member | $6,500 | Additional annual fee |
| Payment cadence | Quarterly in arrears | Policy |
| Annual cap | $750,000 (or $1,000,000 in initial year) | Aggregate cash+equity limit per policy |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting/Performance Terms |
|---|---|---|---|---|
| RSU (Annual Award) | 06/05/2024 | 17,207 | $174,995 | Vests in full on 06/05/2025, service‑based; no performance metrics |
| Change of Control | — | — | — | Director equity awards accelerate vesting in full upon change in control per policy |
| Stock in lieu of cash | Quarterly | Varies by election | — | Directors may elect shares in lieu of cash retainers; formula specified |
No director performance metrics (e.g., revenue/EBITDA/TSR) apply to outside director RSUs; vesting is time‑based per policy.
Other Directorships & Interlocks
| Company | Relationship to Spire | Interlock/Conflict Risk |
|---|---|---|
| BlackSky Technology (BKSY) | Geospatial imagery; identified as a Spire competitor; also a disclosed partner with Spire on RF‑triggered imagery | Potential competitive interlock given chair role; mitigated by independence determinations and committee oversight |
Expertise & Qualifications
- Audit committee financial expert per Item 407(d); meets NYSE independence and financial literacy requirements .
- Career as VC GP/COO at RRE Ventures; extensive board experience; academic roles (Adjunct Professor, Columbia) .
- Degrees: B.A. in English (Stanford), M.B.A. (Harvard Business School), M.Sc. in Economics & Industrial Relations (LSE) .
Equity Ownership
| Holder/Category | Shares | % Class A | Voting Power % | Breakdown |
|---|---|---|---|---|
| William Porteous (beneficial) | 936,359 | 2.9 | 2.0 | Includes: 74,900 Class A directly; 17,207 RSUs vesting within 60 days of 04/07/2025; 596,181 Class A via RRE Ventures V, L.P.; 248,071 Class A via RRE Leaders Fund, LP (GP entities—RRE Ventures GP V, LLC and RRE Leaders GP, LLC—have sole voting/dispositive power; managing members/officers include William D. Porteous) |
| Pledging/Hedging | Prohibited | — | — | Insider trading policy bars pledging, hedging, margin accounts |
Governance Assessment
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Strengths
- Lead Independent Director plus dual committee chair roles (Audit; Nominating & Governance) signal high engagement and influence over financial integrity and board composition; designated audit financial expert enhances credibility of oversight.
- Strong director independence determinations; only independent directors serve on key committees; related‑party transaction approvals routed through the audit committee under written policy.
- Attendance met governance threshold; committee cadence (audit 9x; comp 4x; nom/gov 4x) indicates active oversight.
- Alignment via equity grants; hedging/pledging prohibited; change‑in‑control treatment is standard for directors.
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Potential Risks and RED FLAGS
- Competitive interlock: Chairmanship at BlackSky, identified as a Spire competitor, creates potential conflict-of-interest risk notwithstanding partnership ties; continued vigilance via independence assessments and audit committee review of related transactions is warranted.
- Fund-affiliated ownership: Beneficial ownership includes shares held via RRE funds where Mr. Porteous shares control as GP; while not a prohibited relationship, it underscores the importance of strict adherence to related‑party policies and recusals where appropriate.
- Time commitments: Policy cautions against serving on more than three public company audit committees; while compliance is not indicated as an issue, multi‑board responsibilities require monitoring for effectiveness.
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Compensation Structure Observations
- Cash vs. equity mix: 2024 included cash fees consistent with elevated responsibilities (LID + two chair roles + committee membership) and standard annual RSUs; no performance‑linked director equity, aligning with market practice.
- Annual compensation cap provides guardrail against pay inflation.