Independent
Tenure on this board
2.2 yrs
Also a director at
Yeti Holdings Inc (YETI)
2 nominees · 3 ballot items.
Elect two Class II directors (Alison Dean and Frank Martell); ratify Deloitte & Touche LLP as independent auditor for fiscal 2026; and approve the SmartRent, Inc. 2021 Equity Incentive Plan, as amended and restated, including a 20,000,000-share increase in the share reserve and clarified change-in-control treatment.
Elect two Class II directors, Alison Dean and Frank Martell, to serve three-year terms expiring at the 2029 annual meeting of stockholders.
Ratify the appointment of Deloitte & Touche LLP as SmartRent’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve the amended and restated 2021 Equity Incentive Plan to increase the share reserve by 20,000,000 shares (to a total of 44,400,000) and add clarifying change-in-control award treatment.
Proposal 3 requests shareholder approval to amend and restate the company’s 2021 Equity Incentive Plan by adding 20,000,000 shares to the plan reserve (increasing the maximum to 44,400,000 shares) and by clarifying treatment of awards in a Change in Control. Management is seeking authority to replenish the equity pool because historical grant activity and anticipated future hiring and incentive needs — including sizable grants to executives and expected hiring to support growth — would otherwise deplete available shares within a few years. The proposal also codifies change-in-control (CIC) mechanics to ensure awards are assumed, substituted, or, if not assumed, fully vest or are cashed out, and it specifies that performance awards in a CIC-plus-termination scenario will be treated as achieved at target, reducing ambiguity for participants and management. The Board and Compensation Committee argue that equity is a critical retention and recruiting tool in the competitive proptech/SaaS labor market and that the requested share pool is aligned with historical grant practices and forecasted use. Governance protections described include no evergreen provision, a prohibition on repricing underwater options without shareholder approval, non-employee director annual limits, and no golden-parachute tax gross-ups, which reduce certain governance risks associated with large equity pools. Potential shareholder concerns are dilution (the filing discloses overhang metrics and forecasts approximately three years of runway) and executive awards to insiders (the CEO’s offer contemplates additional RSUs tied to shareholder approval), which the company addresses with detailed disclosure of expected awards, limits on non-employee director grants, and stock ownership guidelines. The Board’s unanimous recommendation and the company’s detailed usage and overhang analysis increase transparency, but investors should weigh the dilution impact against the company’s retention needs and the specifics of future grant pacing, performance metrics, and potential concentration of awards to executives. Overall, the amendment is a standard refresh of an equity plan intended to preserve the company’s ability to compensate and retain talent while adding clarity around CIC treatment and including customary governance guardrails.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CITIGROUP INC | 8.24% | 15,885,582 | $24M |
| 2 | OAKTREE CAPITAL MANAGEMENT LPActivist | 3.89% | 7,505,294 | $11M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.61% | 6,969,162 | $10M |
| 4 | UBS Group AG | 3.45% | 6,660,158 | $10M |
| 5 | Blue Door Asset Management, LLC | 3.08% | 5,932,081 | $9M |
| 6 | Long Pond Capital, LP | 2.91% | 5,610,150 | $8M |
| 7 | PUNCH ASSOCIATES INVESTMENT MANAGEMENT, INC.Activist | 2.61% | 5,032,880 | $8M |
| 8 | Northern Right Capital Management, L.P.Activist | 2.59% | 4,985,800 | $7M |
| 9 | BANK OF AMERICA CORP /DE/ | 2.58% | 4,970,596 | $7M |
| 10 | MARSHALL WACE, LLP | 2.27% | 4,375,239 | $7M |
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