Spire Global Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 18, 2025, the Board of Directors (the “Board”) of Spire Global, Inc. (the “Company”) approved, effective on April 1, 2025, (i) the removal of Mr. Krywe as interim Chief Financial Officer, principal financial officer and principal accounting officer of the Company and (ii) the appointment of Alison Engel as Chief Financial Officer, principal financial officer and principal accounting officer of the Company. The removal of Mr. Krywe as interim Chief Financial Officer of the Company is not because of any disagreement relating to the Company’s operations, policies, practices, financial reporting or controls. Mr. Krywe will remain an executive advisor to the Company through April 2025 in accordance with the terms of the consulting agreement he entered into with the Company, effective on August 12, 2024.
Ms. Engel, age 54, most recently served as the Chief Financial Officer of LeaseAccelerator, Inc., a software-as-a-service company, from January 2023 to August 2024. She also was the Chief Financial Officer and Treasurer of Gannet Co., Inc., a diversified media company, from January 2015 to April 2020, and of DallasNews Corporation (formerly A.H. Belo Corporation), a media holding company, from February 2008 to December 2014. Ms. Engel holds an M.P.A. and B.B.A. in accounting and business from the University of Texas at Austin.
There are no arrangements or understandings between Ms. Engel and any other persons pursuant to which she was appointed as Chief Financial Officer. There are no family relationships between Ms. Engel and any of the Company’s directors or executive officers. Ms. Engel does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On March 20, 2025, Ms. Engel entered into an executive employment agreement and accompanying offer letter with the Company establishing her compensation as Chief Financial Officer (collectively, the “Employment Agreement”). Pursuant to the Employment Agreement, Ms. Engel’s initial compensation will consist of the following:
“Quarterly Vesting Date” means, with respect to any calendar year, the 20th day of February, May, August, and November.
The Employment Agreement provides for severance pay and benefits in the event Ms. Engel’s employment is terminated by the Company without Cause (as defined in the Employment Agreement) or due to her resignation for Good Reason (as defined in the Employment Agreement), with such terminations referred to as a “Qualifying Termination.”
The Employment Agreement provides that if Ms. Engel’s employment is terminated as the result of a Qualifying Termination, and the termination date occurs before a Change in Control (as defined in the Company’s 2021 Equity Incentive Plan) or after the period that begins on the date of a Change in Control during the term and ends on the eighteen (18) month anniversary of such Change in Control (the “Change in Control Period”), then the Company shall, in addition to paying Ms. Engel’s base salary and other compensation earned through the termination date:
The Employment Agreement also provides that if Ms. Engel’s employment is terminated as the result of a Qualifying Termination, and the termination date occurs during the Change in Control Period, then the Company shall, in addition to paying her base salary and other compensation earned through the termination date:
The Employment Agreement also provides that in the case of such a termination, Ms. Engel’s then-outstanding equity awards will accelerate and immediately become fully vested, and the period to exercise any award will become the expiration date of such award, as applicable.
In addition, the Employment Agreement provides that if Ms. Engel’s employment is terminated as the result of a Qualifying Termination, and a Change in Control occurs within ninety (90) calendar days after the termination date, then she shall receive an additional cash payment equal to the sum of: (i) fifty percent (50%) of her annualized base salary as of the termination date (or annualized base salary as of immediately prior to a material reduction of such base salary), (ii) the difference between the CIC Bonus Payment amount and the Non-CIC Bonus Payment amount, and (iii) the difference between the CIC Benefits Continuation Payment and the Non-CIC Benefits Continuation Payment, less all legally required and authorized deductions and withholdings, payable in a single lump sum no later than ten (10) calendar days after the date of such Change in Control.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
Press Release
On March 24, 2025, the Company issued a press release announcing the executive transition disclosed above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Master Securities Lawsuit
As previously disclosed, in the case captioned “In re Spire Global, Inc. Securities Litigation,” Master File No. 1:24-cv-1458-MSN-WEF (the “Master Securities Lawsuit”), the court held argument on the Company’s motion to dismiss on March 14, 2025. After hearing argument from both sides, the court issued its order on the record dismissing the Master Securities Lawsuit without prejudice. The court granted the plaintiff 30 days to consider whether to amend its complaint.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibits |
Description |
10.1 |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: |
March 24, 2025 |
By: |
/s/ Theresa Condor |
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Name: Title: |
Theresa Condor President and Chief Executive Officer |