Spire Global Inc

This management proposal asks stockholders to indicate, on a non-binding basis, their preferred frequency for future advisory 'say-on-pay' votes — choosing among one, two, or three years (or abstaining). Management is seeking this input now because Section 14A of the Exchange Act requires the company to solicit this advisory preference periodically, and the company is no longer an emerging growth company so it must hold this frequency vote at least once every six years. The board recommends an annual vote, asserting that yearly advisory votes will provide more timely and meaningful feedback to the compensation committee and improve engagement with stockholders on pay philosophy, policies and program design. The proposal is advisory only and does not bind the board, which retains discretion to adopt a different cadence if it determines that to be in stockholders' best interests. From a governance perspective, an annual preference signal can increase accountability and allow shareholders to react rapidly to material changes in executive compensation structures, while less frequent votes ease administrative burden but reduce immediacy of shareholder feedback. Investors inclined toward active governance and responsiveness are likely to support the one-year option; longer intervals may appeal to those preferring stability and fewer advisory votes. The company’s stated operational and pay-for-performance focus, including large equity awards and short-term incentive metrics, makes the frequency of feedback relevant to how closely management’s incentives align with shareholder interests. Ultimately, the vote's practical impact depends on the board’s willingness to act on the outcome; management signals that it values engagement but retains discretion, so a strong shareholder preference could influence future compensation design and engagement practices.

This management proposal asks shareholders to cast a non-binding advisory vote approving the overall compensation paid to the company's named executive officers as disclosed under Item 402 of Regulation S-K, including both the compensation tables and narrative discussion. Management seeks shareholder endorsement to demonstrate broad support for its pay philosophy, mix of cash and equity compensation, and specific 2025 decisions such as sizable RSU grants, structured short-term incentive targets tied to cash and revenue, and severance/change-in-control provisions. The vote is expressly non-binding; however, the board and compensation committee have committed to considering the outcomes when setting future pay, which makes the advisory result an important governance signal. The company's compensation program emphasizes pay-for-performance, with incentive payouts tied to cash and revenue metrics and Clawback and equity-based long-term incentives; proponents of alignment will view the program favorably, while skeptics may focus on the size and timing of equity grants and executive severance protections. Given recent corporate actions (divestiture of maritime business, leadership transition, debt elimination) and the emphasis on equity awards and retention grants, shareholders will weigh whether the disclosed compensation adequately aligns management incentives with long-term value creation. A 'For' vote supports management’s retention and incentive strategy; a 'Against' or 'Against/Withhold' outcome could prompt the board to engage with major holders and potentially adjust program design or disclosures. The board's response language indicates receptivity to shareholder views, but ultimate changes remain at the board’s discretion. For activist or governance-focused investors, the vote provides an opportunity to press for more explicit performance linkage, time-based vesting adjustments, or changes to severance and change-in-control arrangements; for long-term holders, endorsement may reflect confidence in management's execution and strategy.