Spire Global, Inc.
For the period ended May 27, 2026. Filed Apr 13, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 27, 2026 · Filed Apr 13, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
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SPIRE GLOBAL, INC.8000 TOWERS CRESCENT DRIVESUITE 1100VIENNA, VIRGINIA 22182
MESSAGE FROM OUR CEO
Dear Fellow Stockholders:
On behalf of the entire board of directors, I would like to express our appreciation for the trust you have placed in us to act as stewards of our company. This year brought important changes to our business.
◾
Maritime Business Divested and All Debt Eliminated. We completed the divestiture of our maritime business, enabling us to retire all debt, including a substantial amount of high-interest debt, while further strengthening our balance sheet.
◾
Achieved Technical, Operational, and Business Successes.
o
We conducted six launches to deploy 39 satellites, including a single-satellite radio frequency geolocation (RFGL) demonstrator — a capability historically requiring two to three satellites to achieve.
o
We expanded our RFGL capabilities to collect and process unencrypted, publicly broadcast voice transmissions from space using AI to transcribe, translate, and summarize even short or noisy signals in near real time.
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We successfully demonstrated two-way laser communication between our satellites in orbit using optical intersatellite links, marking an advancement in high-speed, space-based data transfer.
o
We announced the launch of AI-driven weather models, advancing next-generation climate simulation and forecasting capabilities.
o
We were awarded significant new contracts which included:
an $11.2 million one-year NOAA contract for RO data;
a $2.5 million NOAA contract for ocean winds data;
a €3 million renewal from EUMETSAT for satellite weather data; and
an award from Deloitte to expand their on-orbit cyber and data operations;
o
We were selected for the Missile Defense Agency SHIELD IDIQ Contract.
◾
Leadership Transitioned. I was appointed as Chief Executive Officer in January 2025, succeeding our founder, Peter Platzer, who transitioned to Executive Chairman. The board of directors has confidence in our leadership team and I am committed to building on the strong foundation that has been established.
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Board Refreshed. Dr. Toni Rinow joined our board of directors in October 2025 bringing extensive expertise in financial and accounting strategy, capital markets, and global expansion. John Martinez also joined our board of directors in March 2026 bringing deep government and commercial expertise across national defense, security, and intelligence markets. We are excited to have Dr. Rinow and Mr. Martinez on our board of directors.
◾
New Independent Auditors Appointed. We have engaged KPMG LLP as our independent registered public accounting firm for fiscal year 2025, following PwC’s resignation. We appreciate KPMG LLP’s expertise and look forward to a productive relationship.
We continue to advance our position as a leading global provider of space-based data, analytics, and space services. Our constellation of satellites provides critical data and insights to customers across space reconnaissance, aviation, and weather markets. We remain committed to innovation and operational excellence as we execute on our strategic priorities.
I and the rest of the board of directors invite you to the 2026 Annual Meeting of Stockholders, which will be held virtually. Regardless of whether you are able to join the meeting, we encourage you to vote by proxy. These proxy materials contain detailed information about the matters on which we are asking you to vote.
Thank you for the confidence you place in us through your investment in Spire.
Sincerely,
/s/ Theresa Condor
Theresa Condor
President, Chief Executive Officer and Director
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Spire Global, Inc. (“Spire” or the “Company”) will be conducted virtually via live audio webcast on May 27, 2026, at 10:00 a.m. Eastern Time. The record date for the Annual Meeting is April 2, 2026 (the “Record Date”). This proxy statement is being first released to stockholders on April 13, 2026.
MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
| Proposal | Description | Board Recommendation |
|---|---|---|
| Proposal 1 | Election of two Class II directors, William Porteous and Toni Rinow | FOR each nominee |
| Proposal 2 | Advisory vote on the frequency of future advisory votes to approve the compensation of our Named Executive Officers (“NEOs”) | ONE YEAR |
| Proposal 3 | Advisory vote to approve the compensation of our NEOs | FOR |
| Proposal 4 | Ratification of appointment of KPMG LLP (“KPMG”) as independent auditors for 2026 | FOR |
CASTING YOUR VOTE
Stockholders of record of our Class A and Class B common stock as of the close of business on the Record Date are entitled to vote using any of the below methods and the control number on your notice or proxy card.
| INTERNETVisit www.virtualshareholdermeeting.com/SPIR2026 prior to or during the Annual Meeting | PHONECall the toll-free number listed on your proxy card |
|---|---|
| MOBILE DEVICEUse your smartphone to scan the QR code on your proxy card | MAILSign, date, and return your proxy card or voting instruction form |
If you are a street name stockholder, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank, or other nominee in order to direct your broker, bank, or other nominee on how to vote your shares.
ATTENDING THE ANNUAL MEETING
The Annual Meeting will be conducted virtually. Stockholders may attend the Annual Meeting at www.virtualshareholdermeeting.com/SPIR2026 by entering the control number found on the notice, proxy card or voting instruction form. Stockholders may vote and submit questions during the Annual Meeting on the website.
Your vote is important. Regardless of whether you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. Thank you for your ongoing support of Spire.
Sincerely,
/s/ David Myers
Chief Legal Officer
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 27, 2026: The Proxy Statement and Annual Report are available at www.virtualshareholdermeeting.com/SPIR2026
TABLE OF CONTENTS
| PROPOSAL NO. 1—ELECTION OF DIRECTORS | 1 |
|---|---|
| Nominees for the Board of Directors | 1 |
| Vote Required | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 1 |
| Nominees for the Board of Directors | 2 |
| Continuing Directors | 3 |
| Family Relationships | 4 |
| Director Independence | 4 |
| Board Leadership Structure and Role of the Lead Independent Director | 4 |
| Board Meetings and Committees | 5 |
| Considerations in Evaluating Director Nominees | 7 |
| Stockholder Recommendations and Nominations to the Board of Directors | 8 |
| Communications with the Board of Directors | 8 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 8 |
| Transactions in the Company’s Securities and Prohibition on Hedging and Pledging | 9 |
| Executive Compensation Recoupment Policy | 9 |
| Equity Award Timing Policies and Practices | 9 |
| Role of Board in Risk Oversight Process | 9 |
| Director Compensation | 10 |
| PROPOSAL NO. 2—Advisory Vote on the FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON THE Compensation Paid to our Named Executive Officers | 14 |
| Vote Required | |
| Proposal No. 3—Advisory Vote on the Compensation Paid to our Named Executive Officers | 15 |
| Vote Required | 15 |
| EXECUTIVE COMPENSATION | 16 |
| Executive Officers | 16 |
| Executive Compensation Program | 17 |
| Compensation Objectives and Process | 17 |
| Compensation Decisions for 2025 | 18 |
| Summary Compensation Table for Fiscal Year 2025 | 19 |
| Outstanding Equity Awards at 2025 Year-End | 20 |
| Executive Compensation Arrangements | 20 |
|---|---|
| Potential Payments Upon Termination or Change in Control | 22 |
| PAY VERSUS PERFORMANCE | 24 |
| Pay verses Performance Relationship Description | 25 |
| EQUITY COMPENSATION PLAN INFORMATION | 27 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 27 |
| PROPOSAL NO. 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 29 |
| Vote Required | 29 |
| Change in Independent Registered Public Accounting Firm | 29 |
| Fees Paid to the Independent Registered Public Accounting Firm | 30 |
| Auditor Independence | 30 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 30 |
| REPORT OF THE AUDIT COMMITTEE | 31 |
| CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS | 32 |
| Policies and Procedures for Related Party Transactions | 32 |
| OTHER MATTERS | 33 |
| Delinquent Section 16(a) Reports | 33 |
| GENERAL INFORMATION | 34 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.