DEF 14A of SmartRent, Inc., Apr 1, 2025

DEF 14A of SmartRent, Inc.

Filed Apr 1, 2025 · FY20240000950170-25-048054

Open on EDGAR

  1. Ann Sperling

    Ann Sperling Ann Sperling has served as a member of our Board since August 2021. Ms. Sperling has over four decades of real estate and management experience, including roles in commercial real estate investment and development, and leadership roles in public real estate companies. Prior to her recent retirement, from September 2013 to September 2023, Ms. Sperling was Senior Director at Trammell Crow Company (“Trammell Crow”), a commercial real estate development and investment firm and a subsidiary of CBRE. Earlier in her career Ms. Sperling spent twenty-five years at Trammell Crow prior to its merger with CBRE, culminating as Senior Managing Director and Area Director in the Rocky Mountain Region. Prior to her most recent role at Trammell Crow, she was at Jones Lang LaSalle IP, Inc., a public real estate investment management firm, including as Chief Operating Officer, Americas, and as President, Markets West. Ms. Sperling also served as Managing Director of Catellus Development Corporation, then a mixed-use development and investment subsidiary of the public REIT, Prologis, Inc. Ms. Sperling served as a member of the board of directors for Apartment Income REIT Corp. (NYSE: AIRC), from May 2018 until June 2024. Until December 2020, she served as a member of the board of directors of the predecessor company, Apartment Investment and Management Company (NYSE: AIV), before it was separated through a reverse spinout of Apartment Income REIT Corp. Ms. Sperling is a board advisor to Anderson Holdings, a private, family-owned diversified holding company in Los Angeles, California. Ms. Sperling holds a Bachelor of Science in Biology and Psychology from Tufts University and a Master of Business Administration from Harvard Business School. Ms. Sperling was selected to serve as a member of our board of directors because of her real estate investment and development operations, marketing, and finance experience.

  2. Michael Shane Paladin

    Michael Shane Paladin Michael Shane Paladin has served as our President and Chief Executive Officer and a member of our Board since February 2025. Prior to joining us, Mr. Paladin served as Chief Executive Officer of Siteimprove A/S, a SaaS company, from July 2021 to January 2025. Prior to Siteimprove A/S, Mr. Paladin held several senior leadership positions at SAP SE (NYSE: SAP), an international enterprise software company, including most recently as President of Services from March 2020 to July 2021, Executive Vice President & Global Head of Services Sales from March 2018 to February 2020, Senior Vice President and Chief Operating Officer of SAP Greater China from January 2017 to February 2018; Senior Vice President & Managing Director, Hong Kong and Macau from April 2016 to February 2018, and earlier in his career, Vice President of Sales for SAP America from June 2007 to October 2013. Prior to SAP, Mr. Paladin was the Vice President and General Manager, Worldwide Field Operations at SignalFx Inc., a SaaS based infrastructure monitoring solution from June 2015 to February 2016; Chief Revenue Officer at Ayasdi Inc., a SaaS based advanced machine learning platform from October 2013 to May 2015, and a Founder and Principal at FocusFrame Inc., a private consulting firm from August 2001 to June 2007. Mr. Paladin holds a Bachelor of Arts in Business Administration and Management Information Systems from Saint Leo University and a Master in Strategy and Innovation from St. Hugh’s College & Saïd Business School at the University of Oxford. Mr. Paladin was selected to serve as a member of our board of directors because of his operational and leadership experience as an executive, as well as his experience in senior leadership roles at scaled technology companies. He also provides valuable insight in his current capacity as our Chief Executive Officer.

  3. Class II Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Class II Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

  4. Alison Dean

    Alison Dean Alison Dean has served as a member of our Board since March 2024. From April 2005 until her retirement in May 2020, Ms. Dean held executive positions at iRobot Corporation (Nasdaq: IRBT), a global consumer robot company, most recently as Executive Vice President, Chief Financial Officer and Treasurer from April 2013 to May 2020. Prior to iRobot Corporation, from 1995 to 2005, she held several financial positions at 3Com Corporation (Nasdaq: COMS), a digital electronics manufacturer, including as Vice President and Corporate Controller and Vice President of Finance, Worldwide Sales. Ms. Dean has served on the board of directors of Yeti Holding, Inc. (NYSE: YETI) a global designer, retailer, and distributor of innovative outdoor products, since October 2020. Ms. Dean was also a board member for Everbridge, Inc. (Nasdaq: EVBG), a global software company, from July 2018 to July 2024. Ms. Dean has also served on the board of directors of Salsify, Inc. a privately held commerce management software company, since September 2021. Ms. Dean holds a Bachelor of Arts in Business Economics from Brown University and a Master of Business Administration from Boston University. Ms. Dean was selected to serve as a member of our board of directors because of her deep background in finance, including overseeing corporate finance, financial planning, and investor relations, as well as her technology, operations and supply chain experience.

  5. Frank Martell

    Frank Martell Frank Martell has served as a member of our Board since June 2024. Since April 2022, Mr. Martell has served as President and CEO and a director of loanDepot, Inc. (NYSE: LDI) (“loanDepot”), and will serve in such roles until the effective date of his resignation on the earlier of June 4, 2025 and the date of loanDepot’s 2025 annual shareholder meeting. Mr. Martell previously served in various senior roles of CoreLogic, Inc., a global property information, analytics and data-enabled solutions provider, including as President and Chief Executive Officer from March 2017 to January 2022, Chief Financial Officer from 2011 to 2016, and Chief Operating Officer from 2014 to 2017. Before joining CoreLogic, Inc., Mr. Martell served as the President and Chief Executive Officer of the Western Institutional Review Board, a provider of review, approval and oversight for clinical research studies, from 2010 to 2011, as Chief Financial Officer of Advantage Solutions Inc. from 2009 to 2010, and as Chief Financial Officer of Information Services Group, Inc. from 2007 to 2009. Since November 2021, Mr. Martell has served as a member of the board of directors of Compass, Inc. (NYSE: COMP). He also served as a member of the board of directors of Bank of the West, a wholly-owned subsidiary of BNP Paribas from 2015 until 2023, when it was sold to BMO Financial Group. Mr. Martell also serves on the board of Operation HOPE, a provider of financial literacy empowerment for youth and financial capability for communities, and on the national board of Marine Corps Scholarship Foundation, the largest and oldest group supporting the education of the sons and daughters of active and prior service Marines. Mr. Martell holds a Bachelor of Science in Accounting from the Villanova School of Business. Mr. Martell was selected to serve as a member of our board of directors because of his background in technology and real estate knowledge, as well as his experience in finance and operations as an executive and public company director.

  6. Class III Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Class III Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders John Dorman has served as a member of our Board since August 2021 and as our Board Chair since July 2024. Previously, Mr. Dorman served as a director and, from 1998 to 2003, as Chair and Chief Executive Officer of Digital Insight Corporation (Nasdaq: DGIN), a provider of outsourced online banking applications and services. Prior to this role, he served as Senior Vice President and General Manager of the Global Financial Services Division of Oracle Corporation (“Oracle”). Earlier in his career, Mr. Dorman was Board Chair and Chief Executive Officer of Treasury Services Corporation, a provider of enterprise modeling and financial analysis software for global financial institutions prior to its acquisition by Oracle in 1997. Mr. Dorman has served as a member of the board of directors of Target Hospitality Corp. (Nasdaq: TH), a vertically integrated specialty rental and hospitality services company, since February 2024. Mr. Dorman previously served as a member of the board of directors of loanDepot, Inc. (NYSE: LDI), a technology-empowered residential mortgage platform from February 2021 to June 2024; CoreLogic Inc. (NYSE: CLGX) from May 2012 to June 2021, and as Chair of the board of directors of Online Resources Corporation (Nasdaq: ORCC) from 2010 to 2013, when it was acquired by ACI Worldwide, Inc. Mr. Dorman also serves as the Chair of the board of directors of DeepDyve, Inc., a technology company, and as a member of the board of directors of Landgate Corp., a data-based marketplace for listing land for sale or for lease. Mr. Dorman holds a Bachelor of Arts in Business Administration and Philosophy from Occidental College and a Master of Business Administration in Finance from the USC Marshall School of Business. Mr. Dorman was selected to serve as a member of our board of directors because of his background in finance and the financial innovation space and experience as public company director.

  7. Ana Pinczuk

    Ana Pinczuk Ana Pinczuk has served as a member of our Board since February 2025. From December 2022 to May 2024, Ms. Pinczuk served as Chief Operating Officer of Dexterity, Inc., an AI robotics software company. Prior to that, Ms. Pinczuk worked at Anaplan, Inc. (NYSE: PLAN), a cloud-native enterprise SaaS company, including as Chief Development Officer from August 2019 to July 2022 and as Chief Transformation Officer from February 2019 to August 2019. From 2017 to 2018, Ms. Pinczuk served as President and General Manager for HPE Pointnext, Hewlett-Packard Enterprise Company (NYSE: HPE). Before Hewlett-Packard Enterprise Company, she served in various roles at Veritas US Inc., an information management system provider, prior to its acquisition by Carlyle Investment Management LLC, including as Chief Product Officer from March 2016 to November 2016 and General Manager of Backup and Recovery from January 2015 to February 2016. From 2000 to 2015, Ms. Pinczuk served in various senior roles at Cisco Systems, Inc. (NASDAQ: CSCO) including as SVP of Global Services Sales, Services COO, SVP of Global Services Support, and various other engineering leadership roles. Ms. Pinczuk has served as a member of the board of directors of Aptiv PLC (NYSE: APTV) since 2016 and on the board of directors of SentinelOne, Inc. (NYSE: S) since May 2022. She previously served on the boards of Five9, Inc. (NASDAQ: FIVN) and KLA Corporation (NASDAQ: KLAC). She also serves as a member of the Board of Trustees at Cornell University and as a member of the board of directors of AI4All and the Latino Donor Collaborative. Ms. Pinczuk holds a Bachelor of Science and a Master of Engineering in Mechanical Engineering from Cornell University, a Master of Technology Management from The Wharton School of the University of Pennsylvania, and a Master of Science in Software Management from Carnegie Mellon University. Ms. Pinczuk is currently a candidate for a Master of Science in Cybersecurity Risk and Strategy at New York University. Ms. Pinczuk was selected to serve as a member of our board of directors because of her extensive financial management, technology, SaaS, and operational experience.

  8. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  9. Director Compensation Policy

    Director Compensation Policy Our Board adopted a non-employee director compensation policy (the “Director Compensation Policy”) that is designed to enable us to attract and retain highly qualified non-employee directors. The Director Compensation Policy initially was adopted in 2022 with the assistance of an independent compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”), which provided peer and market industry data to facilitate determining the compensation to be provided. Semler Brossy periodically assists in reviewing the Director Compensation Policy as well as market practices for non-employee director compensation and provides input on any recommended changes to the policy. Our Board receives the same compensation regardless of the amount of Board meetings held annually. In fiscal 2024, the Board met 17 times. During 2024, the Compensation Committee, following consultation with Semler Brossy, recommended, and our Board approved, certain updates to the Director Compensation Policy, as discussed below. Pursuant to the Director Compensation Policy, we compensate our non-employee directors with a combination of cash and equity in the form of restricted stock units (“RSUs”). We provide annual cash payments, payable quarterly in arrears, to each director who is not an employee of ours, with additional amounts for service as Board Chair, as well as chairpersons or members of our Audit, Compensation, and Nominating and Corporate Governance committees, as set forth below:

  10. Director Compensation Policy

    | | Annual Cash Amount(1) ($) | | Board member fee | 80,000 | | Board Chair fee(2) | 75,000 | | Lead Independent Director fee(3) | 20,000 | | Committee chair fee(4) | | | Audit Committee | 20,000 | | Compensation Committee | 15,000 | | Nominating and Corporate Governance Committee | 10,000 | | Committee member fee(4) | | | Audit Committee | 10,000 | | Compensation Committee | 7,500 | | Nominating and Corporate Governance Committee | 5,000 |

  11. Director Compensation Policy

    Amounts reflected are annual amounts; payments are made on a quarterly basis. (2) Notwithstanding the annual cash fee amount for the Board Chair set forth above, the cash fee for services provided in such role for the Company’s third and fourth fiscal quarters of 2024 and from January 1, 2025 to February 28, 2025, was modified instead (and not in addition) to be $93,750 per fiscal quarter (subject to any proration for partial quarter service). (3) The Lead Independent Director fee does not apply when the Board Chair is an independent director. (4) Each committee chair receives only the fee due to him or her for his service as chair on such committee and does not receive an additional fee as a member of such committee. Our Director Compensation Policy also provides for the grant of annual equity awards in the form of RSUs to our non-employee directors as follows:

  12. Director Compensation Policy

    | Equity(1) | Grant Date Fair Value ($) | | Annual restricted stock unit grant(2) | 150,000 |

  13. Director Compensation Policy

    (1) Each equity award has a grant date fair value as shown in the table (subject to minor variations due to the rounding of any fractional share). (2) Each annual restricted stock unit award is scheduled to vest as to 100% of such award on the earlier of (a) the date immediately preceding the date of the next annual stockholder meeting following the grant or (b) one year from the vesting start date (which is generally the award’s grant date), in each case, subject to the director’s continued service through such vesting date. On May 23, 2024, we amended our Director Compensation Policy to provide for the granting of initial equity awards to any new directors who first become non-employee directors (other than as a result of employment termination) on or after May 28, 2024, on a date other than the date of an annual meeting of stockholders of the Company. Each initial equity award will be granted in the form of RSUs as follows:

  14. Director Compensation Policy

    | Equity(1) | Grant Date Fair Value ($) | | Initial restricted stock unit grant | 150,000 prorated(2) |

  15. Director Compensation Policy

    Each initial equity award has a grant date fair value as shown in the table (subject to minor variations due to the rounding of any fractional share). The proration is determined by multiplying the grant date fair value shown in the table by a fraction obtained by dividing (i) the number of days during the period beginning on the date the individual first becomes a non‑employee director through the one-year anniversary of the date of the Company’s then most recently held annual meeting of stockholders (such anniversary date, the “Anniversary Date”), by (ii) 365, with any resulting fractional share rounded down to the nearest whole share. The initial award will vest in full upon the earlier of (x) the Anniversary Date, or (y) the date immediately prior to the Company’s next annual meeting of stockholders, subject to the director’s continued service through such vesting date. On August 26, 2024, we amended our Director Compensation Policy to increase the cash compensation of our Board Chair during our third and fourth fiscal quarters of 2024 to $93,750 per fiscal quarter in order to compensate our Board Chair for increased responsibilities during the executive transition period. Our Director Compensation Policy was further amended on December 16, 2024, to extend the increased compensation for the Board Chair through February 28, 2025. In addition, we currently reimburse our directors for their reasonable out-of-pocket expenses in connection with attending meetings of our Board and committees. In the event of our Change in Control (as defined in our 2021 Equity Incentive Plan), any initial equity awards and annual equity awards granted under the Director Compensation Policy will vest in full, provided that the non-employee director continues to provide service through such date. The SmartRent 2023 Grant Notice and Agreement, which in part governs the RSU grants to non-employee directors, allows for immediate vesting of granted shares as of the date immediately prior to the termination of such participant’s service on the Board by the Company for any reason other than cause or voluntary resignation by such individual. Unvested shared are forfeited upon a non-employee director’s voluntary departure prior to the vesting date.

  16. 2024 Non-Employee Director Compensation Table

    2024 Non-Employee Director Compensation Table The following table provides information for all compensation awarded to, earned by, or paid to each person who served as a non-employee director in the fiscal year ending December 31, 2024. Mr. Haldeman is not included in the table below because he did not receive additional compensation as a director. The compensation received by Mr. Haldeman as an employee for the fiscal year ending December 31, 2024, is shown further below in “Executive Compensation-Summary Compensation Table.”

  17. 2024 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Total ($) | | John Dorman | 274,371 | 149,998 | 424,369 | | Ann Sperling | 97,204 | 149,998 | 247,202 | | Frederick Tuomi | 94,842 | 149,998 | 244,840 | | Alison Dean(4) | 51,135 | 149,998 | 201,133 | | Frank Martell(5) | 48,997 | 135,614 | 184,611 | | Ana Pinczuk(6) | – | – | – | | Bruce Strohm(7) | 66,230 | 149,998 | 216,228 | | Alana Beard(8) | 30,381 | – | 30,381 | | Robert Best(9) | 3,606 | – | 3,606 |

  18. 2024 Non-Employee Director Compensation Table

    (1) Amounts shown in this column reflect the total cash retainer earned by each director for Board and committee service during 2024. (2) Amounts shown in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of each equity award granted in 2024, computed in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2024, as amended. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. (3) As of December 31, 2024, the non-employee directors who served on our Board during 2024 had the following outstanding equity awards: Mr. Dorman held 53,003 RSUs; Ms. Sperling held 53,003 RSUs; Mr. Tuomi held 53,003 RSUs; Ms. Dean held 53,003 RSUs; and Mr. Martell held 56,506 RSUs. (4) Ms. Dean was appointed to the Board on March 21, 2024. (5) Mr. Martell was appointed to the Board on June 18, 2024. Ms. Pinczuk was appointed to the Board on January 30, 2025. Mr. Strohm resigned from the Board effective August 31, 2024. Ms. Beard’s term expired at the Annual Meeting in 2024, and she did not stand for re-election. Mr. Best resigned from the Board effective January 15, 2024.

  19. CEO Transition

    CEO Transition In July 2024, Mr. Haldeman departed from his role as our President and Chief Executive Officer, and we appointed Chief Financial Officer, Daryl Stemm, as the Interim Principal Executive Officer and formed a management committee to guide us through the transition period as we initiated the CEO search process. The management committee was comprised of Interim Principal Executive Officer and Chief Financial Officer Daryl Stemm, Co-Founder and Chief Technology Officer Isaiah DeRose-Wilson, Chief Legal Officer Kristen Lee, Chief Marketing Officer Robyn Young, Chief Human Resources Officer Heather Auer, and Executive Vice President, Operations Wyron Bobis (the “Management Committee”). Additionally, the Board formed an Operating Committee of the Board, chaired by Frank Martell and composed of Alison Dean, Ann Sperling, and Fred Tuomi. to serve under the direction of the Board and oversee our operations during the transition. After a rigorous search process, Mr. Paladin was appointed to President, Chief Executive Officer, and a director of the Company, effective February 24, 2025 (the “Start Date”). Mr. Paladin brings a strong track record of delivering strategic transformation, operational excellence and sustainable growth to SmartRent. Mr. Paladin’s biographical information is set forth above in the section titled “Board of Directors and Corporate Governance—Nominees Standing for Election Until the 2028 Annual Meeting of Stockholders.” Compensation Arrangement with Mr. Paladin. In connection with Mr. Paladin’s appointment as President and Chief Executive Officer, effective February 24, 2025 (the “Start Date”), the Board approved Mr. Paladin’s compensation arrangements as set forth in his offer letter (the “CEO offer letter”). The Compensation Committee and the Board consulted with the Compensation Committee’s independent compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”), to develop a pay package for Mr. Paladin with consideration of his experience, peer and industry market data, prior CEO compensation, and our overall compensation philosophy. The key components of Mr. Paladin’s 2025 compensation per his CEO offer letter are as follows: • An initial annual base salary of $650,000 per year; • An annual target bonus opportunity equal to 100% of base salary, subject to the terms of our Executive Incentive Compensation Plan; • A sign-on bonus of up to $650,000 paid in two equal installments, the first in the first pay period following the Start Date and the second in the first pay period following the six (6) month anniversary of the Start Date, subject to Mr. Paladin remaining an employee through the applicable payment date. If within one year of the Start Date, Mr. Paladin voluntarily resigns his employment without good reason, or if his employment is terminated by us for cause, then Mr. Paladin will be obligated to repay the full amount of the sign-on bonus paid to him; • Equity awards, which were issued from our Inducement Plan, each with a grant date of March 18, 2025: (i) RSUs, covering 1,790,055 shares of our Class A Common Stock and (ii) Performance Stock Units (“PSUs”) covering a target of 2,320,441 shares of our Class A Common Stock. The number of shares underlying the RSUs was determined by dividing $2,700,000 by the simple average of the closing price per share of our Class A Common Stock for the trailing thirty (30)-trading days up to and including the Start Date. The RSUs will vest at a rate of 1/3rd of the RSUs annually on each anniversary of the Start Date, subject in each case to Mr. Paladin’s continued employment through the applicable vesting date. The target number of shares underlying the PSUs was determined by dividing $3,500,000 by the simple average of the closing price per share of our Class A Common Stock for the trailing thirty (30)-trading days up to and including the Start Date. The actual number of shares of our Class A Common Stock earned pursuant to the PSUs, if any, will be determined based on the achievement of performance goals relating to Company stock price during a five (5) year performance period from the Start Date, and vest based on Mr. Paladin’s continued employment, with 50% of any shares achieved vesting on the four (4) year anniversary of the Start Date, and 100% of any shares achieved but not yet paid vesting on the five (5) year anniversary of the Start Date. The maximum number of shares that may vest under the PSUs is 200% of the target number of shares subject to such award. The following table shows the stock price goals and the percentage of the target award that would become eligible to vest following achievement of the applicable goals under Mr. Paladin’s PSU award:

  20. CEO Transition

    | Tranche | Stock Price Goals(1) | Payout (as a percentage of the target award)(2) | | 1 | $3.00 | 25% | | 2 | $4.00 | 50% | | 3 | $5.00 | 100% | | 4 | $7.50 | 150% | | 5 | $10.00 | 200% |

  21. Rationale for Performance-Based Equity Compensation

    Rationale for Performance-Based Equity Compensation As shown above, 83% of Mr. Paladin's compensation is at-risk, and subject to change depending on company performance. To incentivize the alignment of company performance with long-term shareholder value and employee retention efforts, PSUs constitute 56% of Mr. Paladin's at-risk compensation, while RSUs constitute 44%. The choice to include performance-based metrics in our long-term equity compensation plan is new within SmartRent's pay program. Additionally, we chose stock price appreciation as our performance criteria because we believe it accurately measures sustained company growth and further reflects our commitment to driving long-term shareholder value. The Board believes that granting a portion of the Chief Executive Officer equity in the form of PSUs serves as superior incentive for management to use its best efforts to more closely align with stockholders’ interests, sharing in the risk and reward potential. The Board modified the CEO compensation structure to induce the caliber of talent based on this potential equity opportunity, whereby the greater the Company’s performance exceeds expectations set from the CEO’s start date, the more shares will be distributed to him. The Board also diversified the equity compensation for the CEO by expanding beyond the solely time-vesting nature of the equity award previously granted to the predecessor CEO. Specifically, the use of stock price appreciation as the performance criteria for the PSU grant also demonstrates our commitment to aligning pay, performance, and long-term stockholder value.

  22. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data Our Compensation Committee uses competitive market analysis as a reference for executive compensation program decisions for all pay elements including base salary, target annual incentives, and long-term incentives. The Compensation Committee primarily considers competitive information from publicly-disclosed companies when available. These peer companies are selected to reflect companies with similar size (revenue and market cap), industry (technology), and business fit (real estate, Internet of Things, and Software as a Service) to SmartRent and are periodically reviewed for appropriateness by Semler Brossy. If the sample size from the peer group is not large enough to provide market data for a particular executive officer, (which in 2024, applied to our Chief Technology Officer and Chief Legal Officer), survey data, presented by Semler Brossy on an aggregated basis, may be used as the primary market reference. The below companies were used for 2024 compensation decision-making: Alarm.com Holdings, Inc. AppFolio, Inc. Arlo Technologies, Inc. Asana, Inc. Domo, Inc. Porch Group, Inc. Qualys, Inc. Rapid7, Inc. Repay Holdings Corporation SPS Commerce, Inc. Verra Mobility Corporation Weave Communications, Inc. In September 2024, the Compensation Committee approved of the 1) addition of PagerDuty, Inc., Weave Communications, Inc., Olo Inc., Enfusion Inc., AvePoint, Inc., and the 2) removal of Qualys Inc., Repay Holdings Corporation, Rapid 7, Inc. These changes maintain SmartRent’s peer group methodology to compare against appropriately-sized technology companies with certain characteristics of SmartRent’s business. For decision-making, the Compensation Committee considers the market data from both the peer group and survey data (as needed) as only one input in developing the executive compensation programs. The Committee will also consider a number of factors including the executive’s individual performance during the year, role and responsibilities for the upcoming year, experience and tenure, internal pay equity, and recommendations from the Chief Executive Officer and Semler Brossy.

  23. Annual Cash Incentives

    Annual Cash Incentives In order to directly tie a portion of each named executive officer’s compensation to our financial and operational objectives of the applicable fiscal year, we include annual cash incentives in the executive compensation program. For fiscal 2024, the annual cash incentive program was established under our Executive Incentive Compensation Plan which was adopted at the beginning of the fiscal year (as discussed below). The Compensation Committee determines, and recommends to the Board for approval, the performance metrics, applicable performance targets for the metrics, target payout opportunities, and other terms and conditions of the annual cash incentives for all of our executive officers, including our named executive officers. Following the end of the fiscal year, the Compensation Committee reviews our company performance against the performance targets to recommend to the Board to approve the final amount of the award that is payable to the executive officers. For fiscal 2024, the cash incentive targets for our named executive officers were established as a percentage of base salary as follows, which remained unchanged from fiscal year 2023:

  24. Annual Cash Incentives

    | Name | Target Incentive as a Percentage of Base Salary (%) | | Daryl Stemm | 60 | | Isaiah DeRose-Wilson | 60 | | Kristen Lee | 60 | | Lucas Haldeman | 125 |

  25. Annual Cash Incentives

    Following the completion of fiscal 2024, the Compensation Committee reviewed and recommended, and the Board approved, the extent to which performance goals were met and the final annual cash incentives to be paid to our named executive officers. The 2024 annual cash incentive paid to Messrs. Stemm and DeRose-Wilson and Ms. Lee were based on: (i) achievement of performance targets relating to our revenue and Adjusted EBITDA for fiscal 2024 (Adjusted EBITDA is a non-GAAP financial measure. Refer to Appendix A for more information); (ii) managing expenses within a specified budget for the fiscal year; and (iii) individual leadership performance for the 2024 plan year. Each performance goal was allocated a weighting, which was used to determine any payout of the cash incentive attributable to such performance goal. The percentage of payout that would result from attainment of each performance goal was capped at a maximum of 200%. After assessing our overall performance, the Compensation Committee determined that the performance goal cap for managing expenses within a specified budget for the fiscal year as calculated did not align with our financial results and recommended that the Board approve a reduction in the performance goal cap. The Board consulted with Semler Brossy and exercised its discretion to reduce the performance goal cap for managing expenses within a specified budget from 200% to a maximum of 150%. This adjustment applied to each of our named executive officers eligible for the 2024 annual cash incentive. Based on these performance metrics, and cash incentive payments to our named executive officers were as follows:

  26. Annual Cash Incentives

    | Name | Annual Cash Incentive Amount ($) | Incentive Amount Paid as Percentage of Base Salary (%) | | Daryl Stemm | 117,000 | 36 | | Isaiah DeRose-Wilson | 122,000 | 36 | | Kristen Lee | 122,000 | 36 |

  27. Annual Cash Incentives

    | Name | Annual Cash Incentive Amount ($) | Incentive Amount Paid as Percentage of Base Salary (%) | | Lucas Haldeman(1) | – | – |

  28. Annual Cash Incentives

    Mr. Haldeman’s employment terminated on July 29, 2024. Accordingly, he was not eligible to receive any bonus for fiscal 2024.

  29. Umbrella Bonus Plan

    Umbrella Bonus Plan In January 2024, we adopted the SmartRent, Inc. Executive Incentive Compensation Plan (the “Umbrella Bonus Plan”). The Umbrella Bonus Plan allows us to provide incentive awards to employees selected by the administrator of the Umbrella Bonus Plan, including our named executive officers. Pursuant to the Umbrella Bonus Plan, its administrator in its sole discretion may establish a target award for each participant and a bonus pool, with any actual awards to be paid from such bonus pool. The Umbrella Bonus Plan administrator also may establish any performance goals that will apply to any awards under the Umbrella Bonus Plan. Any such performance goals may include, but are not limited to, the goals listed in the Umbrella Bonus Plan. The performance goals may differ from participant to participant and from award to award. The Umbrella Bonus Plan may be administered by the Board or a committee appointed by the Board. Unless and until determined otherwise by the Board, our Compensation Committee will administer the Umbrella Bonus Plan. The administrator of the Umbrella Bonus Plan may delegate its authority and powers under the Umbrella Bonus Plan to one or more directors and/or officers of the Company, which delegation may be revoked at any time. The Board may administer the Umbrella Bonus Plan concurrently with any committee designated to administer the Umbrella Bonus Plan and may revoke the delegation of some or all authority previously delegated. The administrator of the Umbrella Bonus Plan, at any time before payment of the actual award, may increase, reduce, or eliminate a participant’s actual award, and/or increase, reduce, or eliminate the amount allocated to a bonus pool, based on such factors as it deems relevant. The administrator of the Umbrella Bonus Plan, at any time before payment of an actual award, may add, remove, or modify any applicable performance goals. Actual awards generally will be paid in cash in a single lump sum, provided that the Umbrella Bonus Plan administrator has discretion to settle an actual award with the grant of an equity award pursuant to our applicable equity plan as may be in effect from time to time. To earn an actual award, a participant must be employed with us (or our subsidiaries or other affiliates, as applicable) through the date the actual award is paid unless otherwise determined by the Umbrella Bonus Plan administrator. Payment of an actual award generally will be made as soon as practicable after the end of the applicable performance period and after the actual award is approved by the Umbrella Bonus Plan administrator. The administrator of the Umbrella Bonus Plan has the authority to modify, amend, suspend, or terminate the Umbrella Bonus Plan, or any part of the Umbrella Bonus Plan, at any time, provided that such action does not materially impair or materially alter any rights or obligations of any actual award earned by a participant absent such participant’s consent. The Umbrella Bonus Plan will remain in effect until terminated in accordance with its terms.

  30. Long-Term Incentives

    Long-Term Incentives We believe that awarding executive long-term incentives in the form of equity grants align management’s objectives with other shareholders interest in creating long term shareholder value and also encourages employee retention. In fiscal 2024, our named executive officers received the following equity grants:

  31. Long-Term Incentives

    | Name | Stock Option Awards ($) | | Daryl Stemm | 400,000 | | Isaiah DeRose-Wilson | 400,000 | | Kristen Lee | 400,000 | | Lucas Haldeman | 2,500,000 |

  32. SmartRent 2021 Equity Incentive Plan

    SmartRent 2021 Equity Incentive Plan We maintain the 2021 Equity Incentive Plan (or the “Plan”), pursuant to which we grant equity awards to eligible employees and other service providers, including our named executive officers. Awards granted under the Plan allow us to attract new key employees, retain existing key employees, directors, and other service providers and to align the interests of our employees, directors, and other service providers with the interests of our stockholders. The Plan authorizes our Compensation Committee to provide incentive compensation in the form of stock options, restricted stock and stock units, performance shares and units, other stock-based awards, and cash-based awards. The maximum aggregate number of shares authorized for issuance under the Plan, as amended and restated, is 24,400,000 shares. Shares issuable under the Plan will consist of authorized but unissued or reacquired shares or any combination thereof. Stock options that have been granted under the Plan were granted with an exercise price per share equal to the fair market value of a share of SmartRent’s Class A Common Stock at the date of grant. Such stock options generally have 10-year terms and vest over a four-year period starting from the date specified in each award agreement governing the terms of such stock options. RSUs that have been granted under the Plan represent the right to receive shares of our Class A Common Stock as determined in accordance with the participant’s award agreement. No monetary payment is required for receipt of such RSUs or the shares issued in settlement of the award, Participants have no voting rights or rights to receive cash dividends with respect to such RSUs until the underlying shares of stock are issued in settlement of such awards. Unless otherwise provided by the Compensation Committee, a participant will forfeit any RSUs which have not vested prior to the participant’s termination of service. Options and RSUs generally may not be transferred by the participant.

  33. Amended and Restated 2018 Stock Plan

    Amended and Restated 2018 Stock Plan Under the SmartRent.com, Inc. 2018 Stock Plan, equity awards previously were granted to eligible Company employees and other service providers. The 2018 Stock Plan authorized the issuance of up to 4,039,803 shares of its common stock. Stock options granted under the 2018 Stock Plan were granted with an exercise price equal to the fair market value of SmartRent.com, Inc.’s common stock at the date of grant. Such stock options generally have 10-year terms and vest over a four-year period starting from the date specified in each agreement. SmartRent.com, Inc.’s RSUs granted under the 2018 Stock Plan generally vest over a four-year period starting from the date specified in each agreement and are not subject to performance conditions. In connection with the Business Combination, SmartRent assumed all awards then-outstanding under the 2018 Stock Plan, and the 2018 Stock Plan was terminated with respect to the ability to grant awards thereunder. Accordingly, each outstanding SmartRent.com, Inc. RSU and stock option, whether vested or unvested, was converted into an RSU or stock option (as applicable) representing the right to receive shares of SmartRent Class A Common Stock. All awards under the 2018 Stock Plan continue to be governed by the terms, conditions and procedures set forth in the 2018 Stock Plan and any applicable award agreement, notwithstanding the termination of the 2018 Stock Plan.

  34. Inducement Plan

    Inducement Plan In 2025, we adopted the 2025 Inducement Equity Incentive Plan (the “Inducement Plan”), pursuant to which Mr. Paladin’s time-based RSU and PSU awards were granted in connection with Mr. Paladin’s hire. Awards granted under the Inducement Plan allow us to attract, retain and reward persons performing services to us by providing an inducement material to individuals entering into employment with us. The Inducement Plan authorizes the grant of nonstatutory stock options, stock appreciation rights, restricted stock and stock units, performance shares and units, other stock-based awards, and cash-based awards. Equity awards granted under the Inducement Plan are intended to qualify as employment inducement awards under the NYSE Listed Company Manual Rule 303A.08. Equity awards may be granted under the Inducement Plan only to employees, provided that the employee was not previously an employee or director, or the employee is to become employed following a bona fide period of non-employment, and the award is an inducement material to the employee’s entering into such employment. The maximum aggregate number of shares authorized for issuance under the Inducement Plan is 6,500,000 shares. Shares issuable under the Inducement Plan will consist of authorized but unissued or reacquired shares or any combination thereof. RSUs that have been granted under the Inducement Plan represent the right to receive shares of our Class A Common Stock as determined in accordance with the participant’s award agreement. No monetary payment is required for receipt of such RSUs or the shares issued in settlement of the award, Participants have no voting rights or rights to receive cash dividends with respect to such RSUs until the underlying shares of stock are issued in settlement of such awards. Unless otherwise provided by the Compensation Committee, a participant will forfeit any RSUs which have not vested prior to the participant’s termination of service. RSUs granted under the Inducement Plan generally may not be transferred by the participant.

  35. Executive Employment Agreements

    Executive Employment Agreements We have entered into executive employment agreements with each of our named executive officers (as amended, the “Employment Agreements”). The Employment Agreements generally provide for at-will employment and set forth the named executive officer’s annual base salary and bonus target, subject to adjustment. The Employment Agreements provide that each named executive officer is eligible to participate in our group medical health and accident, group insurance, and similar benefit plans as well as our retirement plan. Each named executive officer additionally executed our form employee confidentiality and proprietary rights agreement and an employee arbitration agreement. Effective as of January 1, 2024, we entered into amendments to the Executive Agreements with each of the named executive officers. The amendments increased the severance payment for such named executive officer is eligible to receive in the event of a termination within the Change in Control Period (as defined in the Employment Agreements), from six months to twelve months for Messrs. Stemm and DeRose and Ms. Lee and from six months to twenty-four months for Mr. Haldeman, with respect to such named executive officer’s base salary, payable in equal installments over a period of twelve months or twenty-four months, as applicable, in accordance with our regular payroll practices, and the Company-paid cost of premiums required to continue group health care coverage. The treatment of the executive’s equity remained the same for the double-trigger termination upon a Change in Control, which provides for immediate vesting of grants made to the named executive officer pursuant to the Plan and the 2018 Stock Plan. The Employment Agreement for Mr. Haldeman terminated in connection with the termination of his employment in July 2024. A discussion of Mr. Haldeman’s Separation Agreement and Release is provided further below. On January 22, 2025, upon our Compensation Committees’ continual review of market norms to attract and retain and talent, and based on the recommendation of Semler Brossy, we entered into amendments to the Employment Agreements for each of Messrs. Stemm and DeRose and Ms. Lee. The amendments added a provision for severance to be paid to such named executive officers if, outside of the Change in Control Period, we terminate the executive’s employment without Cause or the executive terminates his or her employment with Good Reason (as those terms are defined in the Employment Agreements). Upon such separation, the executive will be eligible to receive 12 months of the named executive officer’s base salary, payable in equal installments over a period of twelve (12) months in accordance with Company’s regular payroll practices, and the Company-paid cost of premiums required to continue group health care coverage for 12 months, as well as any earned but outstanding bonus amounts (prior year and/or prorated). In addition, the January 22, 2025 amendments added a payment equal to 100% of his or her target bonus in addition to the cash payment for 12 months’ base salary already provided. The treatment of COBRA benefits and equity vesting remain the same. The severance benefits under each Employment Agreement, as amended, are subject to the named executive officer agreeing to a general release of claims in favor of the Company, any surviving obligations under his or her employee confidential information and inventions agreement with the Company (including post-employment non‑disparagement and nondisclosure of proprietary information), and non-disparagement obligations by the named executive officer. For purposes of the Employment Agreements, the term “Change in Control” as defined in the Plan generally means the occurrence of any one or more of the following: (a) a person (with certain exceptions described in the Plan) acquiring beneficial ownership of more than 50% of the total fair market value or total combined voting power of our securities entitled to vote in the election of our directors; (b) a date specified by the administrator of the Plan after stockholders have approved a plan of complete liquidation or dissolution of our company; or (c) an ownership change event or series thereof in which our stockholders immediately before such event or series do not retain more than 50% beneficial ownership of the total combined voting power of securities entitled to vote generally in the election of our directors or (if applicable) the entity to which our assets are transferred. However, a Change in Control will not include a transaction described in either of the foregoing clauses (a) or (c) if a majority of the members of the board of directors of the continuing or surviving or successor entity, or its parent, immediately after such transaction, consists of incumbent directors. For purposes of such definition, an “ownership change event” generally means (i) a sale or exchange of more than 50% of the total combined voting power of our securities entitled to vote in the election of our directors; (ii) a merger or consolidation in which we are a party; or (iii) the sale, exchange or transfer of all or substantially all of our assets (other than to one or more of our subsidiaries). For purposes of the Employment Agreements, the term “Change in Control” as defined in the 2018 Stock Plan generally means the occurrence of one or more of the following: (a) an ownership change event or series thereof in which our stockholders immediately before such event or series do not retain more than 50% beneficial ownership of the total combined voting power of securities entitled to vote generally in the election of our directors or (if applicable) the entity to which our assets are transferred, or (b) a date specified by the Board after stockholders have approved a plan of complete liquidation or dissolution of our company. However, a Change in Control under such executive employment agreements will not include a transaction described in the foregoing clause (a) if a majority of the members of the board of directors of the continuing or surviving or successor entity, or its parent, immediately after such transaction, consists of incumbent directors. For purposes of such definition, an “ownership change event” generally means (i) a sale or exchange of more than 50% of the total combined voting power of our securities entitled to vote in the election of our directors; (ii) a merger or consolidation in which we are a party; or (iii) the sale, exchange, transfer, or exclusive licensing of all or substantially all of our assets (other than a sale, exchange, or transfer to one or more of our subsidiaries). For purposes of the Employment Agreements, the term “Cause” generally means any of the following: (i) theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any documents or records of ours; (ii) material failure to abide by our code of conduct or other policies; (iii) unauthorized use, misappropriation, destruction or diversion of any of our assets or corporate opportunity; (iv) any intentional act which has a material detrimental effect on our reputation or business; (v) repeated failure or inability to perform any reasonable assigned duties after written notice and continued failure or inability after a cure period; (vi) any material breach of certain employment or service agreements with us which is not cured; or (vii) conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the named executive officer’s ability to perform his or her duties with us. Each Employment Agreement provides for non‑competition and non-solicitation obligations by the named executive officer for six months following his or her separation from the Company.

  36. Executive Employment Agreements

    For purposes of the Employment Agreements, the term “Good Reason” generally means (a) the material diminution or variation of any of material duties or responsibilities or the engagement by SmartRent of unlawful employment practices with respect to the named executive officer, in each case, without the same being corrected within 30 days after being given written notice thereof by the named executive officer, (b) a material reduction in the named executive officer’s base salary, or (c) a breach by SmartRent of the Employment Agreement without the same being corrected within 30 days after being given written notice thereof by the named executive officer.

  37. Separation Agreement with Mr. Haldeman

    Separation Agreement with Mr. Haldeman In connection with the termination of Mr. Haldeman’s employment as our President and CEO on July 29, 2024, the Board authorized the execution and delivery of a Separation Agreement and Release with Mr. Haldeman (the “Haldeman Separation Agreement”) in order to facilitate a smooth transition. The Board obtained Semler Brossy’s input and advice on the Haldeman Separation Agreement and engaged in negotiations with Mr. Haldeman regarding the terms of the Haldeman Separation Agreement. Per the Haldeman Separation Agreement, in exchange for Mr. Haldeman executing a release of claims in favor of us and our affiliates; reaffirming restrictive covenants (including non-compete and non-disparagement provisions); resigning from the Board; and certain other provisions, Mr. Haldeman received continued payments of his base salary over 18 months, a cash payment approximating the cost of 18 months of COBRA coverage, and accelerated vesting for any unvested equity awards (excluding performance-based awards) that would have vested had Mr. Haldeman remained employed during the subsequent 18 month period.

  38. Equity Granting Timing Practices

    Equity Granting Timing Practices Equity awards to employees are generally granted on regularly scheduled predetermined dates that coincides with our annual performance review and compensation review process, which generally takes place at our January Compensation Committee and Board meeting. Neither our Board nor our Compensation Committee takes material non-public information into account when determining the timing of equity awards, nor do we time the disclosure of material non-public information for the purpose of impacting the value of executive compensation. In fiscal 2024, our Board made its annual equity grant to our named executive officers at a meeting on January 23, 2024, when it also approved the adoption of the Umbrella Bonus Plan, prompting disclosure under Item 5.02, Compensatory Arrangements of Certain Officers, which was filed on Form 8-K on January 25, 2024. As required by Item 402(x) of Regulation S-K under the Exchange Act, we are providing the following information about the stock options granted to our named executive officers on January 23, 2024, two business days before the filing of a Form 8-K disclosing the adoption of the Umbrella Bonus Plan.

  39. Equity Granting Timing Practices

    | Name | Grant Date | Number of securities underlying the award (#) | Exercise price of the award ($/Sh) | Grant date fair value of the award ($) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (%) | | Daryl Stemm | 1/23/2024 | 171,337 | 3.36 | 400,000 | 2.6 | | Isaiah DeRose-Wilson | 1/23/2024 | 171,337 | 3.36 | 400,000 | 2.6 | | Kristen Lee | 1/23/2024 | 171,337 | 3.36 | 400,000 | 2.6 | | Lucas Haldeman | 1/23/2024 | 1,070,859 | 3.36 | 2,500,000 | 2.6 |

  40. Summary Compensation Table

    Summary Compensation Table The following table sets forth all of the compensation awarded to, earned by, or paid to our named executive officers during fiscal 2023 and 2024.

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Option Awards(1) ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Daryl Stemm(4) Chief Financial Officer | 2024 | 325,000 | 400,000 | – | 117,000 | 13,800 | 855,800 | | Isaiah DeRose-Wilson Chief Technology Officer | 2024 | 336,375 | 400,000 | – | 121,680 | 4,463 | 862,518 | | | 2023 | 325,000 | 400,000 | – | 226,559 | 17,549 | 969,108 | | Kristen Lee(4) Chief Legal Officer and Corporate Secretary | 2024 | 336,375 | 400,000 | – | 121,680 | 13,736 | 871,791 | | Lucas Haldeman Former Chief Executive Officer | 2024 | 472,917 | 3,020,240(5) | 819,994(6) | – | 1,204,336 | 5,517,487 | | | 2023 | 750,000 | 2,500,000 | – | 949,894 | 22,500 | 4,222,394 |

  42. Summary Compensation Table

    (1) The amounts reported in this column represent the aggregate grant date fair value of stock options granted in the applicable year computed in accordance with calculated in accordance with FASB ASC Topic 718. These amounts do not reflect the actual economic value that may be realized from such awards. The valuation assumptions used in determining such amounts are described in the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 5, 2025. (2) The amounts reported in this column represent the amounts earned under the Umbrella Bonus Plan. (3) The amounts for Mr. Haldeman include (a) severance payments in an amount of $1,193,250 pursuant to the Haldeman Separation Agreement (see section titled “Elements of Executive Compensation—Separation Agreement With Mr. Haldeman” for more information regarding the Haldeman Separation Agreement and the acceleration of equity awards thereunder) in an amount of $1,170,000, reflecting continued payments of 18 months of his base salary and an additional lump sum cash payment of $23,250 approximating the cost of 18 months of COBRA coverage, and (b) matching of contributions to our 401(k) savings plan in an amount of $11,086. For all other named executive officers, the amount reported represents matching contributions to our 401(k) savings plan, which we provide to all eligible employees. (4) Mr. Stemm and Ms. Lee were not named executive officers in 2023. The amount reported represents (a) stock options granted in 2024 to Mr. Haldeman with a grant date fair value of $2,500,000, provided that of such amount reported, 535,430 shares subject to the reported stock options, having a grant date fair value of $1,247,552, were forfeited by Mr. Haldeman upon the upon the termination of his employment as our CEO during 2024; and (b) the incremental fair value associated with the vesting acceleration of certain stock options held by Mr. Haldeman in the amount of $520,240, calculated as of the modification date in accordance with FASB ASC Topic 718. Please see the section titled “Elements of Executive Compensation—Separation Agreement with Mr. Haldeman” for more information regarding the Haldeman Separation Agreement and the acceleration of equity awards thereunder. The amount reported represents the incremental fair value associated with the acceleration of certain RSUs held by Mr. Haldeman, calculated as of the modification date in accordance with FASB ASC Topic 718. Please see the section titled “Elements of Executive Compensation—Separation Agreement With Mr. Haldeman” for more information regarding the Haldeman Separation Agreement and the acceleration of equity awards thereunder.

  43. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2024. All awards were granted under our 2018 Stock Plan or the Plan.

  44. Outstanding Equity Awards as of December 31, 2024

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) –- Exercisable | Number of Securities Underlying Unexercised Options (#) –- Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | | Daryl Stemm | 4/19/2021(4) | – | – | – | – | 10,177 | 17,810 | | | 1/18/2022(5) | – | – | – | – | 10,834 | 18,960 | | | 1/24/2023(6) | 38,308 | 114,924 | 2.87 | 1/24/2033 | – | – | | | 1/23/2024(7) | – | 171,337 | 3.36 | 1/23/2034 | – | – | | Isaiah DeRose-Wilson | 8/17/2019(8) | 1,421,613 | – | 0.47 | 8/17/2029 | – | – | | | 4/19/2021(4) | – | – | – | – | 24,423 | 42,740 | | | 8/24/2021(9) | – | – | – | – | 1,947 | 3,407 | | | 1/18/2022(5) | – | – | – | – | 14,445 | 25,279 | | | 1/24/2023(6) | 51,077 | 153,232 | 2.87 | 1/24/2033 | – | – | | | 1/23/2024(7) | – | 171,337 | 3.36 | 1/23/2034 | – | – | | Kristen Lee | 1/18/2022(5) | – | – | – | – | 5,417 | 9,480 | | | 1/24/2023(10) | – | – | – | – | 39,199 | 68,598 | | | 4/14/2023(11) | – | – | – | – | 68,598 | 120,047 | | | 1/23/2024(7) | – | 171,337 | 3.36 | 1/23/2034 | – | – |

  45. Outstanding Equity Awards as of December 31, 2024

    (1) The grant date is the date upon which the vesting schedule for the award commences. Unless otherwise described in the footnotes below, the vesting of each equity award on a vesting date is subject to the applicable named executive officer’s continued employment with us through such vesting date. (2) Each RSU represents a contingent right to receive one share of our Class A Common Stock. (3) The market value of the unvested RSUs are calculated by multiplying the number of unvested RSUs by the closing price of our Class A Common Stock, as reported on the NYSE, of $1.75 per share, on December 31, 2024. (4) The RSUs vest as follows: one-fourth vest on April 19, 2022, and the remaining vest in 36 equal monthly installments on each monthly anniversary of such date until vested in full. (5) The RSUs vest as follows: one-fourth vest on January 18, 2023, and the remaining vest in 36 equal monthly installments on each monthly anniversary of such date until vested in full. (6) The shares subject to the stock option vest as follows: one-fourth vest on January 24, 2024, and the remaining vest in three equal annual installments on the anniversary of such date until vested in full. (7) The shares subject to the stock option vest as follows: one-fourth vest on January 23, 2025, and the remaining vest in three equal annual installments on the anniversary of such date until vested in full. (8) The shares subject to the stock option are fully vested. (9) The RSUs vest as follows: one-fourth vest on August 24, 2022, and the remaining vest in 36 equal monthly installments on each monthly anniversary of such date until vested in full. (10) The RSUs vest as follows: one-fourth vest on January 24, 2024, and the remaining vest in three equal annual installments on the anniversary of such date until vested in full. The RSUs vest as follows: one-fourth vest on April 7, 2024, and the remaining vest in three equal annual installments on the anniversary of such date until vested in full.

  46. PROPOSAL 1: ELECTION OF CLASS I DIRECTORS

    PROPOSAL 1: ELECTION OF CLASS I DIRECTORS Our Board currently consists of seven (7) members, but the size of the Board will decrease to six (6) members upon the completion of the Annual Meeting. The Board is divided into three staggered classes of directors. At the Annual Meeting, two Class I directors will be elected for a three-year term to succeed the Class I directors whose terms are then expiring. Each director’s term continues until the election and qualification of their successor, or such director’s earlier death, resignation, or removal. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company.