DEF 14A of SmartRent, Inc., Apr 1, 2026

DEF 14A of SmartRent, Inc.

Filed Apr 1, 2026 · FY20250001193125-26-135794

Open on EDGAR

  1. TABLE OF CONTENTS

    | QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS, VOTING, AND THE ANNUAL MEETING | 1 | | NON-EMPLOYEE DIRECTOR COMPENSATION | 28 | | EXECUTIVE OFFICERS | 31 | | EXECUTIVE COMPENSATION | 32 | | STOCK OWNERSHIP INFORMATION OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 57 | | DELINQUENT SECTION 16(A) REPORTS | 59 | | RELATED PARTY TRANSACTIONS | 59 | | MATTERS TO COME BEFORE THE ANNUAL MEETING | 61 | | PROPOSAL 1: ELECTION OF CLASS II DIRECTORS | 61 | | PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 62 | | PROPOSAL 3: APPROVAL OF THE SMARTRENT, INC. 2021 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATED, INCLUDING AN INCREASE IN THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER | 64 | | REPORT OF THE AUDIT COMMITTEE | 84 | | OTHER MATTERS | 85 | | APPENDIX A | 86 | | APPENDIX B | 1 |

  2. Class II Director Nominees Standing for Election Until the 2029 Annual Meeting of Stockholders

    Class II Director Nominees Standing for Election Until the 2029 Annual Meeting of Stockholders __________________________________________________________________________________________________________________________________________________________________________________________________________________

  3. 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.

  4. Frank Martell

    Frank Martell Frank Martell serves as the President and Chief Executive Officer of SmartRent, bringing over 30 years of executive leadership experience in real estate and a data-driven, digital-first mindset. A seasoned leader and operator, he has built a reputation for driving growth, profitability and shareholder value across the residential real estate and technology sectors. In addition to his role as President and CEO, he has served on SmartRent’s Board of Directors since June 2024. Prior to joining SmartRent, Mr. Martell served as President and CEO of loanDepot, Inc. (NYSE: LDI) from April 2022 to June 4, 2025, where he developed and led the creation of the Vision 2025 program, an enterprise-wide initiative focused on navigating challenging industry dynamics while building long-term operational resilience. Before that, he held several senior leadership positions at CoreLogic, Inc., including CFO, COO and ultimately CEO. Under his leadership, the company evolved into a global leader in residential property data, analytics and digital platforms, achieving a tenfold increase in market capitalization. Prior to CoreLogic, Mr. Martell served in various executive positions including CEO of the Western Institutional Review Board, COO of Nielsen Marketing (formerly ACNielsen) and CFO of ASM and Information Services Group, Inc. Mr. Martell began his career at General Electric. Mr. Martell is a three-time HousingWire Vanguard Award recipient for distinguished industry leadership and was named to Inman’s “Power Players” list in 2023, 2024 and 2025, recognizing the most innovative and influential executives in real estate. He also received Inman’s “Best of Finance” award in both 2023 and 2024. He currently serves on the board of Compass Inc. (NYSE: COMP), a leading tech-enabled real estate services company, as well as on the nonprofit boards of Operation HOPE, which focuses on financial literacy and empowerment in underserved communities, and the Marine Corps Scholarship Foundation. He previously served two two-year terms on the Board of Directors of the Mortgage Bankers Association and eight years on the Board of Directors of Bank of the West. 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. Class I Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders __________________________________________________________________________________________________________________________________________________________________________________________________________________

  5. 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, a public real estate services company, 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, operations, development, marketing, and financial experience.

  6. Thomas Bohjalian

    Thomas Bohjalian Thomas Bohjalian joined the SmartRent Board of Directors in June 2025, where he serves as a member of the Audit and Compensation committees. He brings more than three decades of experience in real estate investment and public company governance, with a proven track record at the intersection of housing and finance. Mr. Bohjalian currently serves as Chair of the Board of Directors at Healthcare Realty Trust, Inc. (NYSE: HR), and previously served on the Board of Directors for Apartment Income REIT Corp. (NYSE: AIRC). In addition to his board work, he is a senior real estate advisor to BeyondView, a PropTech startup focused on developing digital twin technology for commercial real estate. Earlier in his career, Mr. Bohjalian spent nearly 20 years at Cohen & Steers, Inc. (NYSE: CNS), one of the largest real estate securities asset managers in the United States. During his tenure, he held several senior leadership roles, including Executive Vice President, Head of U.S. Real Estate, and Senior Portfolio Manager. He holds a Bachelor of Science in Business Administration and Master of Business Administration from Northeastern University and is a Chartered Financial Analyst (CFA). Mr. Bohjalian’s deep understanding of real estate, paired with his experience overseeing public company operations, brings a valuable perspective to SmartRent’s Board as the company continues to scale its smart communities and smart operations solutions for the rental housing industry. Class III Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders __________________________________________________________________________________________________________________________________________________________________________________________________________________

  7. John Dorman

    John Dorman John Dorman has served as director since August 2021 and as Board Chair since July 2024. He served as interim CEO for SmartRent from April to June 2025. 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, from February 2024 to June 2025. 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 2015 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 privately held and marketplace platform connecting landowners, investors, and developers for energy, infrastructure, and commercial real estate projects. 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 a public company director.

  8. Ana Pinczuk

    Ana Pinczuk Ana Pinczuk has served as a member of our Board since February 2025. Ms. Pinczuk has served as President, Product and Technology at SentinelOne (NYSE: S) since September 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. Director Selection and Nominations Process __________________________________________________________________________________________________________________________________________________________________________________________________________________

  9. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  10. Director Compensation Policy

    Director Compensation Policy We maintain a non-employee director compensation policy, as amended from time to time (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, LLC (“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 2025, the Board met 14 times. Our Director Compensation Policy as amended in late 2024 provided for the compensation to our non-employee directors described below for the 2025 fiscal year. The Compensation Committee recommended, and our Board approved such amended Director Compensation Policy effective as of December 16, 2024. 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, 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:

  11. 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 |

  12. Director Compensation Policy

    Amounts reflected are annual amounts; payments are made on a quarterly basis. Notwithstanding the annual cash fee amount for the Board Chair set forth above, for fiscal 2025, the cash fee for services provided in such role from January 1, 2025 to February 28, 2025, remained the same as the per fiscal quarter fee provided in the third and fourth fiscal quarters of 2024, which was $93,750 per fiscal quarter (subject to any proration for partial quarter service). In connection with the appointment of the Company’s Interim Principal Executive Officer in mid-2024, the Company temporarily established a Management Committee consisting of certain other executives and an Operating Committee of certain members of the Board to assist in guiding the Company through the transition period. In light of the additional responsibilities expected to be carried by the Board Chair during this period, the Board approved a temporary increase in fees for the Board Chair for the period noted. 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:

  13. Director Compensation Policy

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

  14. 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. In addition, our Director Compensation Policy provides for the grant of initial equity awards to any new directors who first become non-employee directors (other than as a result of employment termination) 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:

  15. Director Compensation Policy

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

  16. Director Compensation Policy

    (1) 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), provided that such value is prorated for the period, following the director’s service commencement, that the director would be providing services within the one year following the immediately preceding annual meeting of stockholders of the Company. (2) 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. 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, as amended and restated (the “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. Unvested shares are forfeited upon a non-employee director’s voluntary departure prior to the vesting date. We maintain stock ownership guidelines that apply to our non-employee directors. As discussed in further detail under “Executive Compensation ― Stock Ownership Guidelines,” non-employee directors are expected to hold a number of shares of our Class A Common Stock with a fair market value equivalent to at least 5 times their base annual retainer within five years of the date the individual first becomes subject to the guidelines.

  17. 2025 Non-Employee Director Compensation Table

    2025 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, 2025. The compensation received by Messrs. Dorman and Martell as an employee for the fiscal year ending December 31, 2025, is shown further below in “Executive Compensation — Summary Compensation Table.”

  18. 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Total ($) | | John Dorman(4) | 178,652 | 149,999 | 328,651 | | Ann Sperling | 99,384 | 149,999 | 249,383 | | Frederick Tuomi | 32,464 | - | 32,464 | | Alison Dean | 109,912 | 149,999 | 259,911 | | Frank Martell(5) | 49,458 | 149,999 | 199,457 | | Ana Pinczuk(6) | 88,075 | 193,025 | 281,100 | | Thomas Bohjalian(7) | 51,068 | 133,209 | 184,277 |

  19. 2025 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 2025. (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 2025, 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 2025, as amended. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. As of December 31, 2025, the non-employee directors who served on our Board during 2025 had the following outstanding stock awards: Mr. Dorman held 182,926 RSUs (with respect to equity awards he received for his services as a non-employee director); Ms. Sperling held 182,926 RSUs; Ms. Dean held 182,926 RSUs; Mr. Martell held 182,926 RSUs (with respect to equity awards he received for his services as a non-employee director), Ms. Pinczuk held 182,926 RSUs, and Mr. Bohjalian held 146,062 RSUs. Each of Messrs. Martell and Dorman additionally held certain equity awards as of December 31, 2025, that were granted during 2025 for his services as an executive officer of the Company (as discussed further below in “Executive Compensation ― Outstanding Equity Awards as of December 31, 2025”). Amounts shown include fees earned from the increase Board Chair compensation paid in January and February 2025 provided in recognition of the additional responsibilities of the Board Chair during the transition period of the CEO role prior to Mr. Paladin commencing employment as our CEO on February 24, 2025. Mr. Dorman also served as our interim President and interim CEO from April 9, 2025, until June 16, 2025. During the remainder of 2025, Mr. Dorman continued as our Board Chair. As noted above, the compensation Mr. Dorman received for his services as an employee is shown further below in “Executive Compensation ― Summary Compensation Table.” Mr. Martell was appointed as our President and CEO on June 16, 2025. As noted above, the compensation Mr. Martell received for his services as an employee is shown further below in “Executive Compensation ― Summary Compensation Table.” (6) Ms. Pinczuk was appointed to the Board on January 30, 2025. In 2025, Ms. Pinczuk was granted an initial equity award with a grant date fair value of $43,026 and an annual equity award with a grant date fair value of $149,999. (7) Mr. Bohjalian was appointed to the Board on June 23, 2025.

  20. EXECUTIVE COMPENSATION

    EXECUTIVE COMPENSATION This section discusses the compensation awarded to our named executive officers for 2025, consisting of all individuals who served as our principal executive officer (“PEO”) at any time during 2025, the two most highly compensated executive officers (other than the PEO) who served as executive officers as of December 31, 2025, and the individual for whom disclosures would have been provided as one of the two most highly compensation executive officers (other than the PEO) but who was not serving as an executive officer as of December 31, 2025: ➢ Frank Martell, President and Chief Executive Officer; ➢ John Dorman, former Interim President and Interim Chief Executive Officer; ➢ Michael Shane Paladin, former President and Chief Executive Officer; ➢ Daryl Stemm, Chief Financial Officer and former Interim Principal Executive Officer; ➢ Natalie Cariola, Chief Revenue Officer; ➢ Brian McQuaid, General Counsel and Corporate Secretary; and Isaiah DeRose-Wilson, former Chief Technology Officer. Mr. Stemm served as our interim Principal Executive Officer during 2025 until Mr. Paladin commenced services as our President and CEO on February 24, 2025, and replaced Mr. Stemm, who continues to serve as our Chief Financial Officer. Mr. Stemm also served as our Chief Financial Officer during all of 2025. On April 9, 2025, Mr. Paladin’s employment with the Company terminated and Mr. Dorman was appointed as our interim President and interim CEO. Mr. Martell was appointed as our President and CEO on June 16, 2025, replacing Mr. Dorman, who continues to serve as Board Chair. Mr. DeRose-Wilson’s employment with the Company terminated effective December 5, 2025. Fiscal 2025 Company Highlights __________________________________________________________________________________________________________________________________________________________________________________________________________________ SmartRent’s vision is to provide property owners and operators with a comprehensive, unified platform that gives them everything they need to know about their properties' performance, efficiency, and opportunities for optimization. We can deliver ROI for customers by increasing revenue through premium pricing, reducing operational costs, and mitigating risks through improved property management. We have deployed our solutions to approximately 890,000 rental units. By having relationships with 15 of the top 20 multifamily operators and over 600 customers managing or operating approximately 7.0M units, we have significant market opportunity. We believe our cash reserves and a debt-free balance sheet provide the resources to execute our strategic transition while making targeted investments in the capabilities that will drive recurring revenue growth. Our fiscal 2025 results reflect the challenging but pivotal year for our Company as we execute on our strategic transformation, including: ➢ Total Revenue of $152.3 million for the full year, decreased by 13% year-over year; ➢ SaaS Revenue(1) of $57.8 million for the full year, increased by 12% year-over year; ➢ Net loss increased to $(60.6) million, from $(33.6) million in the prior year; ➢ Adjusted EBITDA(2) decreased to $(16.4) million, from $(9.9) million in the prior year; ➢ Repurchased 5.1 million shares at an aggregate cost of $4.9 million for the full year; and ➢ $104.6 million in cash, cash equivalents and restricted cash as of December 31, 2025, no debt and an undrawn credit facility of $75 million. (1) We define SaaS Revenue as subscription revenue from fees paid by customers for access to one or more of SmartRent's software applications, including access controls, asset monitoring and related services, and our Community WiFi solution. (2) Adjusted EBITDA is a non-GAAP financial measure. Refer to Appendix A for its definition and a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure. CEO Transitions __________________________________________________________________________________________________________________________________________________________________________________________________________________ In January 2025, while Mr. Stemm was serving as Interim Principal Executive Officer and prior to the appointment of a President and CEO (on a non-interim basis), SmartRent also was guided by a Management Committee consisting of the Company’s executive team and an Operating Committee of the Board consisting of certain members of the Board to assist the Company through its CEO transition. In January 2025, SmartRent appointed Mr. Paladin as President and CEO effective upon the commencement of his employment with the Company, which occurred on February 24, 2025, at which point the Management Committee and the Operating Committee were dissolved. Following the departure of Mr. Paladin as President and CEO on April 10, 2025, John Dorman, Chairman of the Board of Directors, was appointed Interim President and Interim CEO. Mr. Martell was appointed as our President and CEO on June 16, 2025. Mr. Martell has served on our Board since June 2024. With over 30 years of executive leadership experience, Mr. Martell brings a proven track record of driving market leadership, delivering revenue growth and profitability, and consistently enhancing stockholder value. Mr. Martell’s biographical information is set forth above in the section titled “Board of Directors and Corporate Governance—Nominees Standing for Election Until the 2029 Annual Meeting of Stockholders.” Compensation Arrangement with Mr. Martell. In connection with Mr. Martell’s appointment as President and CEO, effective June 16, 2025 (the “Start Date”), the Board approved Mr. Martell’s compensation arrangements as set forth in his offer letter (the “CEO offer letter”). The Compensation Committee and the Board consulted with Semler Brossy to develop a pay package for Mr. Martell with consideration of his experience, peer and industry market data, prior CEO compensation, and our overall compensation philosophy. Specifically, the Compensation Committee and Board believed that Mr. Martell’s service on our Board provided valuable industry experience and insights. When combined with his prior experience as a public company CEO, Mr. Martell was uniquely positioned to immediately take actions that would strengthen client relationships, enhance operational efficiency, and establish a growth-oriented long-term strategy. Certain key components of Mr. Martell’s compensation package per his CEO offer letter are as follows: • An initial annual base salary of $700,000 per year. • An annual target bonus opportunity equal to 100% of base salary, subject to the terms of our Executive Incentive Compensation Plan, with a maximum potential bonus of 250% of target, and an actual bonus for fiscal year 2025 no less than target, prorated based on the Start Date. The performance objectives applicable to Mr. Martell’s annual bonus are established by the Compensation Committee or the Board after seeking Mr. Martell’s input, with the maximum goals for any performance objective established at a rigorous, highly-stretch level relative to the annual budget to ensure pay-and-performance alignment. • An initial equity award of RSUs covering 1,800,000 shares of our Class A Common Stock was granted on June 16, 2025, pursuant to the Plan, representing an intended target value of approximately $1,800,000. The RSUs are scheduled to vest in four substantially equal quarterly installments, such that 100% of the RSUs will be vested as of June 30, 2026, subject in each case to Mr. Martell’s continued services to the Company through the applicable vesting date. •

  21. EXECUTIVE COMPENSATION

    Additional grants comprised of time-based RSUs consisting of 600,000 shares of our Class A Common Stock and performance-based RSUs consisting of 600,000 shares of our Class A Common Stock that will be granted after each of the 2026 and 2027 annual meetings of the Company’s stockholders. The actual value of these awards will be determined based on the Company’s stock price at the time of grant. Each of these grants is contingent on share availability as of such grant date. If the Company’s stockholders do not approve a sufficient increase of shares to permit the granting of these additional awards, Mr. Martell may instead be granted cash awards, as further described below. In addition, consistent with the terms of the CEO offer letter, Mr. Martell received, on January 27, 2026, the 2026 equity awards for which 50% of such grants is subject to performance conditions applicable to a one-year performance period and 50% of such grants is service-based restricted stock units. Under the CEO offer letter, the 2026 equity awards for Mr. Martell also were to have a value equal to at least 550% of his base salary. For additional information regarding the severance protections provided for under the CEO offer letter, please refer to “Executive Compensation ― Other Provisions Under the CEO Offer Letter” below.

  22. Pay Mix

    Pay Mix A substantial portion of Mr. Martell’s total compensation as reflected in the “Summary Compensation Table” as an employee was tied to performance (“at-risk” pay) and is therefore variable, depending on Company outcomes. For 2025, 65% of Mr. Martell’s total compensation was at-risk and equity based, while the remaining 35% was cash based. For clarity, these amounts include the value of Mr. Martell’s one-time initial equity award of RSUs covering 1,800,000 shares of our Class A Common Stock, as described above, but exclude any compensation earned as a member of the Board.

  23. Processes and Procedures for Compensation Decisions

    Processes and Procedures for Compensation Decisions Our Compensation Committee is responsible for the executive compensation programs for our executive officers, where appropriate, makes recommendations to the Board regarding the compensation of executive officers and reports to our Board on its discussions, decisions, and other actions. Our Compensation Committee, from time to time as it may determine necessary or desirable, may receive recommendations from our CEO regarding short- and long-term compensation for all executive officers based on our results; the individual executive officer’s contribution toward these results; and performance toward the individual’s goal achievement. Our Compensation Committee then reviews the recommendations, supporting data, and any other factors that it may deem relevant, and makes decisions as to each individual compensation component contributing to the total compensation for each executive officer. Our Compensation Committee is authorized, in its sole discretion, to retain the services of one or more compensation consultants, outside legal counsel, and such other advisers as necessary to assist with the execution of its duties and responsibilities. For 2025, the Compensation Committee continued to engage Semler Brossy to act as its independent compensation consultant. During 2025, Semler Brossy advised the Compensation Committee on governance market practices, peer group composition, executive compensation program design and executive pay levels, and non-employee director compensation. Semler Brossy reports directly and solely to the Compensation Committee and performs compensation consulting services for the Compensation Committee at its request. Semler Brossy is not engaged to perform services directly for our management. The Compensation Committee has concluded that no conflict of interest exists with respect to its engagement of Semler Brossy, nor are there other factors that would adversely impact Semler Brossy’s independence in advising the Compensation Committee under applicable SEC and NYSE rules. Our Compensation Committee also continued to engage Semler Brossy to assist it in setting compensation for Mr. Martell and Mr. Paladin in connection with their respective appointments as our CEO. The terms of Mr. Martell’s initial compensation are set forth in his CEO offer letter as discussed above and further below. The terms of Mr. Paladin’s offer letter and separation agreement and release are summarized further below. Semler Brossy provided input to our Compensation Committee, including market data for CEO pay levels. The Compensation Committee then independently reviewed the market data and approved compensation details. Although Messrs. Dorman and Martell were on the Board at the time of their respective appointments as CEO, neither Mr. Dorman nor Mr. Martell were present or participated in the Compensation Committee’s consideration of their respective compensation packages. For Mr. Dorman’s and Mr. Martell’s compensation packages, Semler Brossy used CEO market data that was presented to the Compensation Committee in December 2024 and January 2025 (with reference to the peer group determined in September 2024, as described below) as the initial focus point. Semler Brossy supplemented that data with updated proxy materials to confirm that the market data had not materially changed year-over-year and analyzed data sets that were complementary to the primary peer group. With respect to Mr. Martell’s compensation package, the Compensation Committee also considered, with assistance from Semler Brossy, Mr. Martell’s compensation package at his prior employer.

  24. 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 SaaS) 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 2025, applied to our Chief Revenue Officer, Chief Legal Officer/General Counsel and former Chief Technology Officer), survey data or broad size-appropriate technology company proxy data, presented by Semler Brossy on an aggregated basis, may be used as the primary market reference. The below companies were approved by the Compensation Committee in September 2024 for use in 2025 compensation decision-making: Alarm.com Holdings, Inc. AppFolio, Inc. Arlo Technologies, Inc. Asana, Inc. AvePoint Domo, Inc. Enfusion Olo, Inc. PagerDuty, Inc. PorchGroup, Inc. SPS Commerce, Inc. Verra Mobility Corporation Weave Communications, Inc. In determining the above peer group, 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 were made to maintain the Company’s peer group methodology to compare against appropriately sized technology companies with certain characteristics of the Company’s business. In September 2025, the Compensation Committee further approved (i) the addition of CS Disco, Inc., Evolv Technologies Holdings, Inc., Kaltura, Inc., Inseego Corp., Ooma, Inc., PowerFleet, Inc., and Napco Security Technologies, Inc., and (ii) the removal of Asana, Inc., Enfusion, and Olo, Inc., each of which was recently acquired, as well as SPS Commerce, Inc., and Verra Mobility. These changes were used for 2026 compensation decision-making and reflect the removal of recently acquired companies and preserve SmartRent’s peer group methodology by continuing to use appropriately sized technology companies with business characteristics comparable to SmartRent as reference points. This updated peer group approved in late 2025 was not used for purposes of setting any compensation for our named executive officers for 2025. 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 CEO (other than with respect to his own compensation) and Semler Brossy. Elements of Executive Compensation __________________________________________________________________________________________________________________________________________________________________________________________________________________

  25. 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. We maintain the SmartRent, Inc. Executive Incentive Compensation Plan (the “Umbrella Bonus Plan”), which allows us to provide incentive awards to designated employees, including our named executive officers. For fiscal 2025, the annual cash incentive program was established under our Umbrella Bonus Plan for each of our named executive officers excluding Mr. Dorman. Due to the short tenure during which Mr. Dorman was expected to serve, and served, as interim President and interim CEO, Mr. Dorman did not participate in our annual cash incentive program for fiscal 2025. 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 2025, the cash incentive targets for our named executive officers were established as a percentage of base salary as follows:

  26. Annual Cash Incentives

    | Name | Target Incentive as a Percentage of Base Salary (%) | | Frank Martell(1) | 100 | | Michael Shane Paladin(1) | 100 | | Daryl Stemm | 60 | | Natalie Cariola | 60 | | Brian McQuaid(2) | 60 | | Isaiah DeRose-Wilson | 60 |

  27. Annual Cash Incentives

    (1) The cash incentive targets for Messrs. Martell and Paladin were established in connection with their commencement of employment with us during 2025 and were prorated for the partial year. Mr. Martell’s cash incentive was guaranteed at target per the CEO offer letter. (2) Mr. McQuaid’s cash incentive target was established upon his appointment as General Counsel and Corporate Secretary in August 2025. Following the completion of fiscal 2025, 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 2025 annual cash incentive paid to Messrs. Stemm and McQuaid and Ms. Cariola were based on: (i) achievement of performance targets relating to new units booked in fiscal 2025; (ii) achievement of performance targets relating to our revenue for fiscal 2025; (iii) implementing cost reductions to an annualized target; and (iv) individual leadership performance for the 2025 plan year. Each performance goal was allocated a weighting (20% bookings, 30% revenue, 20% cost reduction and 30% individual performance), which was used to determine any payout of the cash incentive attributable to such performance goal. The performance goals included a threshold level of performance required below which the specific performance metric payout would have been zero. Additionally, the percentage of payout that would result from attainment of each performance goal was capped at a maximum of 200%. Based on these unadjusted performance metrics, cash incentive payments to our named executive officers were as follows:

  28. Annual Cash Incentives

    | Name(1) | Annual Cash Incentive Amount ($) | Incentive Amount Paid as Percentage of Target (%) | | Frank Martell(2) | 408,333 | 100 | | Daryl Stemm | 182,293 | 93 | | Natalie Cariola | 208,916 | 99 | | Brian McQuaid | 196,918 | 101 |

  29. Annual Cash Incentives

    (1) Neither Messrs. Paladin nor DeRose-Wilson received an annual cash incentive as a result of their departures prior to December 31, 2025. (2) Mr. Martell’s annual cash incentive was prorated from his start date as CEO on June 16, 2025. Pursuant to his offer letter, Mr. Dorman was entitled to a cash bonus equal to $162,500 if he remained employed by the Company as interim CEO through June 30, 2025 (or, if earlier, through the date on which a non-interim CEO commenced employment, or the date on which Mr. Dorman ceased employment as interim CEO due to his death or disability). Mr. Dorman received this amount in full in June 2025.

  30. Other Bonus and Retention Payments

    Other Bonus and Retention Payments Following the departure of Mr. Paladin, the Compensation Committee considered, with the assistance of Semler Brossy, whether any compensation adjustments were needed to ensure the stability of the executive team. The Compensation Committee increased the base salary for both Ms. Cariola and Mr. DeRose-Wilson to $350,000 and increased their long-term incentive target from $400,000 to $550,000. Ms. Cariola also received a one-time retention bonus in the amount of $175,000 payable over nine months as further recognition for the additional responsibilities she assumed during the year. A portion of this retention bonus ($43,750) was paid in 2025. In connection with Ms. Cariola’s appointment in 2024 as our Chief Revenue Officer, Ms. Cariola received a one-time bonus payable quarterly in four equal installments, subject to her continued employment at the beginning of the applicable quarter. Three of such installments, in an aggregate amount of $150,000, were paid during 2025.

  31. Long-Term Incentives

    Long-Term Incentives We believe that awarding executive long-term incentives in the form of equity grants promotes the closer alignment of management’s interests with other shareholders’ interests in creating long term shareholder value and also encourages employee retention. In fiscal 2025, our named executive officers received the following equity grants not otherwise forfeited during the year:

  32. Long-Term Incentives

    | Name | Restricted Stock Unit Awards ($)(1)(2) | | | | ($)(3) | (#)(4) | | Frank Martell(5) | $1,598,400 | 1,800,000 | | John Dorman(6) | $172,846 | 213,918 | | Daryl Stemm | $400,000 | 259,740 | | Natalie Cariola | $549,964 | 433,713 | | Brian McQuaid | $240,137 | 172,181 |

  33. Long-Term Incentives

    (1) During 2025, Mr. Paladin received a restricted stock unit grant covering 1,790,055 shares with an aggregate grant date fair value of $2,058,563, and a performance-based restricted stock unit grant covering 2,320,441 units at target with an aggregate grant date fair value of $2,668,507. The maximum number of shares issuable under the performance-based restricted stock units based on maximum performance was 200% of the target award. However, pursuant to his Separation Agreement and Release with the Company in connection with his departure from the Company, Mr. Paladin forfeited all of his equity awards and such equity awards were cancelled in their entirety. During 2025, Mr. DeRose-Wilson received restricted stock units covering a total of 433,713 shares with an aggregate grant date fair value of $549,964. However, in connection with the termination of his employment on December 5, 2025, Mr. DeRose-Wilson forfeited all his then-unvested equity awards, including the restricted stock units granted to him in 2025. The amounts shown in this column represent the aggregate grant date fair value of the awards granted in the applicable year computed in accordance with FASB ASC Topic 718. (4) The numbers shown in this column represent the aggregate number of shares of our Class A Common Stock subject to the awards at grant. (5) Prior to his appointment as our President and CEO, Mr. Martell received compensation for his services on our Board pursuant to our Director Compensation Policy which is not reflected in this table. In May 2025, Mr. Martell received an annual restricted stock unit grant covering 182,926 shares with an aggregate grant date fair value of $149,999. As further described below, Mr. Martell is entitled to certain equity grants in 2026 and 2027, which include performance-based RSUs. Pursuant to the CEO offer letter, 50% of any additional 2026 equity award made to Mr. Martell must be subject to performance conditions applicable to a one-year performance period. (6) Mr. Dorman served as a non-employee director on our Board during 2025 and as an employee director while he served as our interim President and interim CEO from April 9, 2025, to June 15, 2025. For his non-employee director services, Mr. Dorman received an annual restricted stock unit grant covering 182,926 shares with an aggregate grant date fair value of $149,999.

  34. Other Provisions Under the CEO Offer Letter

    Other Provisions Under the CEO Offer Letter In addition to the key components of Mr. Martell’s 2025 compensation summarized further above, the CEO offer letter provides that following the date of each of the Annual Meeting and the 2027 annual meeting of the Company’s stockholders (the “2027 Annual Meeting”), and subject to Mr. Martell’s continued service through the applicable grant date, Mr. Martell will be granted time-based RSUs covering 600,000 shares (each, an “Additional RSU Grant”) and performance-based RSUs covering 600,000 shares (at target) (each, an “Additional PSU Grant” and together with the Additional RSU Grants, the “Additional Grant”). Pursuant to the CEO offer letter, the Additional RSU Grant to be granted in connection with the Annual Meeting will be scheduled to vest in four substantially equal quarterly installments from July 1, 2026, through June 30, 2027, and the Additional RSU Grant to be granted in connection with the 2027 Annual Meeting will be scheduled to vest in four substantially equal quarterly installments from July 1, 2027, through June 30, 2028. The CEO offer letter provides for each Additional PSU Grant to become eligible to vest subject to the satisfaction of any financial and/or strategic goals applicable to the award as determined by the Compensation Committee and designed following consultation with Mr. Martell. If, at the Annual Meeting or the 2027 Annual Meeting, the Company’s stockholders do not approve a sufficient increase to the share reserve under the Plan, then the Additional RSU Grant and Additional PSU Grant associated with that annual meeting of the Company’s stockholders will not be granted (or will be granted to a lesser extent) and instead the CEO offer letter provides that Mr. Martell will be granted a cash-based award of $1,200,000 (or such lesser amount equal to the portion of the Additional RSU Grants and Additional PSU Grants that were not made) subject to vesting (each, a “Cash Award”), with 50% of the Cash Award becoming vested and earned on the same vesting schedule that would have applied to the corresponding Additional RSU Grant had it been made, and 50% of the Cash Award (at target) becoming vested and earned subject to the satisfaction of any financial and/or strategic goals applicable to the award as determined by the Compensation Committee and designed following consultation with Mr. Martell. Vesting is subject to Mr. Martell’s continued service, whether as a Company employee, director or consultant, through each applicable vesting date. Under the CEO offer letter, if a Change in Control (as defined in the Plan) occurs while any portion of the Additional Grant remains ungranted (and for which no Cash Award was granted), then the ungranted Additional Grant (or the equivalent Cash Award) will be granted to Mr. Martell no later than the day prior to the Change in Control, subject to his continued service through the grant date (the “Change in Control Grant”), with any portion of such grant attributable to performance-based RSUs instead granted as time-based RSUs (at target). Further, the Change in Control Grant (or the equivalent Cash Award) will vest on the same time-based vesting schedule that would have applied had the ungranted portion of the Additional Grant been made, and will fully vest if not assumed, continued or substituted for in connection with the Change in Control. Additionally, beginning in 2026, the CEO offer letter provides Mr. Martell with eligibility to receive additional equity awards commensurate with his position and granted at the same time as equity awards are made to similarly situated employees of the Company, with any additional 2026 equity awards having a value of no less than 550% of Mr. Martell’s base salary as in effect immediately prior to their grant, with 50% subject to performance conditions applicable to a one-year performance period. Pursuant to the terms of the CEO offer letter, upon a termination of Mr. Martell’s employment by the Company without Cause (as defined in the CEO offer letter) (and not due to death or disability) or by Mr. Martell with Good Reason (as defined in the CEO offer letter, and each, a “Qualifying Termination”) outside of the period beginning three months prior to and ending 24 months following a Change in Control of the Company (the “Change in Control Period”), then, subject to Mr. Martell’s timely execution and non-revocation of a release of claims and continued compliance with non-solicitation covenants, Mr. Martell will be eligible to receive the following severance benefits: (i) a lump sum payment equal to (A) 100% of Mr. Martell’s base salary, plus (B) 100% of Mr. Martell’s target bonus, plus (C) 100% of any prorated annual bonus for the year of termination based on the portion of the year completed prior to termination and actual Company performance for the year of termination (the “Prorated Bonus”), (ii) up to 24 months of the Company-paid cost of premiums required to continue group health care coverage for Mr. Martell and any eligible dependents, and (iii) accelerated vesting for then-outstanding and unvested equity awards (and Cash Awards, if any) that vest based solely on continued service, that would have vested on the next four quarterly vesting dates following the date of such Qualifying Termination had Mr. Martell continued to provide service on each such vesting date. Any Additional RSU Grant that was not granted prior to the Qualifying Termination that would have otherwise vested pursuant to the immediately preceding sentence had such Additional RSU Grant been made, will be granted on the date of such Qualifying Termination. Further, pursuant to the terms of the CEO offer letter, if a Qualifying Termination occurs instead during the Change in Control Period, then subject to Mr. Martell’s timely execution and non-revocation of a release of claims and continued compliance with Mr. Martell’s at-will employment, confidential information, invention assignment and arbitration agreement (including certain covenants contained in such agreement then in effect), Mr. Martell will be eligible to receive the following severance benefits: (i) a lump sum payment equal to (A) 200% of Mr. Martell’s base salary, plus (B) 200% of Mr. Martell’s target bonus, plus (C) 100% of the Prorated Bonus, (ii) up to 24 months of the Company-paid cost of premiums required to continue group health care coverage for Mr. Martell and any eligible dependents, and (iii) 100% accelerated vesting for all then-outstanding and unvested equity awards (and Cash Awards, if any), with any performance-based equity awards deemed to have been achieved at target. Additionally, any Additional RSU Grants and Additional PSU Grants that were not granted prior to the Qualifying Termination will be granted (in cash or equity awards) no later than immediately prior to the Change in Control. For purposes of the CEO offer letter, “Change in Control” has the meaning ascribed to the term in the Plan, which is summarized in the section titled “Other Executive Employment Agreements” below.

  35. Other Provisions Under the CEO Offer Letter

    For purposes of the CEO offer letter, “Cause” generally means (a) repeated failure to perform assigned duties or responsibilities as an employee after written notice from the Company and a 15-day cure period, if curable, and, in the case of a termination after a Change in Control, that causes material harm to the Company; (b) dishonesty, misrepresentation or gross negligence related to the named executive officer’s employment duties that causes material harm to the Company; (c) fraud, embezzlement or other misappropriation of funds or property of the Company; (d) any gross misconduct or illegal conduct that causes material harm to the Company; (e) breach of any confidentiality agreement or invention assignment agreement or other material agreement between the named executive officer and the Company (or any affiliate), which if curable, is not cured within 30 days following notice from the Company; (f) any material failure to comply with the Company’s policies, rules, and standards of conduct, as they may be in effect from time to time and that were provided in writing; or (g) conviction of or plea of guilty or no contest to a crime that constitutes a felony; conviction of or plea of guilty or no contest to a crime that constitutes a misdemeanor involving moral turpitude and is work-related; or the violation of any federal or state law or regulation applicable to the business of the Company or its affiliates, if such misdemeanor or violation impairs the named executive officer’s ability to perform services for the Company or results (or is reasonably likely to result) in reputational or financial harm to the Company or its affiliates. For purposes of the CEO offer letter, “Good Reason” generally means the named executive officer’s resignation within 30 days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without the executive’s consent: (a) a material reduction by the Company in then-current annual base salary or target bonus which reduction is not applicable to a majority of the Company’s senior management, provided, however, that, a one-time reduction of annual base salary or target bonus of not more than 10% that also applies to substantially all other similarly situated executives of the Company will not constitute “Good Reason”; (b) a material reduction of authority, duties or responsibilities relative to the authority, duties or responsibilities in effect immediately prior to such reduction; (c) a material change in the geographic location of the named executive officer’s primary work facility or location; provided, that a relocation of 50 miles or less from the then present location or to home as the primary work location will not be considered a material change in geographic location; or (d) a breach by the Company of any material term of the CEO offer letter or other material agreement between the named executive officer and the Company. In order for an event to qualify as Good Reason, the named executive officer must not terminate employment without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within 90 days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than 30 days following the date of such notice, such grounds must not have been cured during such time.

  36. Other Executive Employment Agreements

    Other Executive Employment Agreements We previously entered into executive employment agreements with certain of our named executive officers. In January 2025, upon our Compensation Committee’s continual review of market norms to attract and retain and talent, and based on the recommendation of Semler Brossy, we entered into amended and restated executive employment agreements with Mr. Stemm, Ms. Cariola and Mr. DeRose-Wilson, which provide for certain enhanced severance benefits, as described below (together with the agreement for Mr. McQuaid, the “Employment Agreements”). We entered into an Employment Agreement with Mr. McQuaid in August 2025. The Employment Agreement with Mr. DeRose-Wilson terminated in connection with his departure from the Company, effective December 5, 2025; Mr. DeRose-Wilson was not entitled to any severance benefits in connection with his termination. The Employment Agreements generally provide for at-will employment and set forth the applicable named executive officer’s annual base salary and bonus target, subject to adjustment. Each Employment Agreement provides that the 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 such named executive officer additionally executed our form employee confidentiality and proprietary rights agreement and an employee arbitration agreement. Pursuant to the Employment Agreements, in the event the executive’s employment terminates without Cause (and not due to death or disability) or the executive terminates his or her employment with Good Reason, each within the period beginning three months prior to and ending 12 months following a Change in Control (as those terms are defined in the Employment Agreements), the executive will be eligible to receive (i) 12 months of the executive’s base salary and (effective January 2025) 100% of the executive’s target bonus, each payable in equal installments over a period of 12 months in accordance with Company’s regular payroll practices, (ii) the Company-paid cost of premiums required to continue group health care coverage for up to 12 months under COBRA, (iii) the annual bonus (if any) for the year prior to the year of termination to the extent earned based on actual achievement of the applicable performance goals but not paid as of the date of termination, (iv) a Prorated Bonus (as defined above) and (v) immediate vesting of grants made to the executive pursuant to the Plan and the 2018 Stock Plan. Effective January 2025, our named executive officers are also eligible to receive severance benefits under certain termination scenarios that are not in connection with a Change in Control. Specifically, if we terminate the executive’s employment without Cause (and not due to death or disability) or the executive terminates his or her employment with Good Reason, each outside of the period beginning three months prior to and ending 12 months following a Change in Control (as those terms are defined in the Employment Agreements), the executive will be eligible to receive (i) 12 months of the executive’s base salary, payable in equal installments over a period of 12 months in accordance with Company’s regular payroll practices, (ii) the Company-paid cost of premiums required to continue group health care coverage for up to 12 months, (iii) the annual bonus (if any) for the year prior to the year of termination to the extent earned based on actual achievement of the applicable performance goals but not paid as of the date of termination, and (iv) a Prorated Bonus. The severance benefits under each Employment Agreement 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 “Cause” as defined in the Plan 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 a reasonable opportunity to cure such failure or inability; (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. 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. In connection with Ms. Cariola’s appointment in 2024 as our Chief Revenue Officer, Ms. Cariola received a one-time bonus for which three of the four installments were paid during 2025, subject to her continued employment at the beginning of the applicable quarter.

  37. Other Executive Employment Agreements

    In January 2026, following the Compensation Committee’s review and in consultation with Semler Brossy, the Board approved amended and restated executive employment agreements for Messrs. Stemm and McQuaid, which increase the period following the termination of their respective employments from 6 months to 12 months for the restrictive covenants relating to their non-competition and non-solicitation obligations to better align with standard industry and market practices. Ms. Cariola’s employment agreement dated January 22, 2025, remains in effect.

  38. Paladin Offer Letter

    Paladin Offer Letter Prior to his departure from the Company, pursuant to his offer letter with the Company dated January 16, 2025, Mr. Paladin was entitled to receive an annual base salary of $650,000 per year and an annual target bonus equal to 100% of base salary, subject to the terms of the Umbrella Bonus Plan, with a maximum potential bonus of 200% of target. Mr. Paladin was also eligible to receive a sign-on bonus of up to $650,000 paid in two equal installments, the first in the first pay period following his start date and the second in the first pay period following the six-month anniversary of his start date, subject to Mr. Paladin remaining an employee through the applicable payment date. The sign-on bonus was subject to repayment under certain circumstances. In addition, Mr. Paladin was entitled to receive a grant of time-based RSUs with a total intended value of $2,700,000, with the number of shares to be determined by dividing the value by the simple average of the closing price per share of our Class A Common Stock for the trailing 30-trading days up to and including his start date, rounded down to the nearest whole share. The RSUs were scheduled to vest at a rate of 1/3rd of the RSUs annually, subject in each case to Mr. Paladin’s continued service as a Company employee through the applicable vesting date. Mr. Paladin was also entitled to receive a grant of stock price appreciation performance-based RSUs (the “SP PSUs”). The target number of SP PSUs granted 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 30-trading days up to and including his start date, rounded down to the nearest whole share. The actual number of shares of Class A Common Stock earned, if any, was to be determined based on the achievement of performance goals relating to Company share price during a five-year performance period from his start date, and vest based on Mr. Paladin’s continued service as a Company employee, with 50% of any shares achieved vesting on the four-year anniversary of his start date, and 100% of any shares achieved but not yet paid vesting on the five-year anniversary of his start date. The RSUs and the SP PSUs were granted on March 18, 2025, under the Inducement Plan covering 1,790,055 shares and 2,320,441 shares (at target) of our Class A Common Stock, respectively. The maximum number of shares issuable under the SP PSUs based on maximum performance was 200% of the target award. In addition, Mr. Paladin was eligible for certain severance and change in control benefits pursuant to his offer letter.

  39. Paladin Separation Agreement and Release

    Paladin Separation Agreement and Release On April 9, 2025, the Company and Mr. Paladin entered into a Separation Agreement and Release (the “Separation Agreement”). The Separation Agreement provides that, in exchange for Mr. Paladin executing a release of claims in favor of the Company and its affiliates, complying with existing restrictive covenants (including a non-compete), resigning from the Board and agreeing to other terms of the Separation Agreement, Mr. Paladin would receive (i) a lump sum cash payment of $81,250 (reflecting one and one-half months of base salary), (ii) the opportunity to serve as a non-employee advisor to the Company pursuant to the terms of an Advisor Agreement (the “Advisor Agreement”) working for up to ten hours per week for a period of up to three months, (iii) an additional lump sum cash payment of $81,250 if Mr. Paladin executes (and does not subsequently revoke) a supplemental release agreement within 21 days following termination of the Advisor Agreement, and (iv) a lump sum cash payment of $6,148.20 approximating the cost of three months of premiums for continued COBRA coverage. In addition, Mr. Paladin was released from the requirement to repay the first installment of his sign-on bonus. Pursuant to the Separation Agreement, all of Mr. Paladin’s equity awards, including the RSUs and the SP PSUs described in his offer letter as summarized above, were forfeited and cancelled in their entirety. The Advisor Agreement provides that Mr. Paladin will receive a cash payment of $10,000 per month for service as an advisor to the Company, which terminated on July 7, 2025.

  40. Dorman Offer Letter

    Dorman Offer Letter On April 9, 2025, we entered into an offer letter with Mr. Dorman describing certain terms of his employment as interim President and interim CEO. Pursuant to Mr. Dorman’s offer letter, Mr. Dorman’s base salary was $54,166.67 per month, and he was eligible to receive a total of three months of his base salary and a bonus equal to $162,500, so long as he served as interim CEO through June 30, 2025 (or, if earlier, through the date on which a non-interim CEO commenced employment, or the date on which Mr. Dorman ceased employment as interim CEO due to his death or disability). In addition, Mr. Dorman was entitled to a grant of time-based RSUs with a total intended value of $250,000, with the number of shares to be determined by dividing the value by the simple average of the closing price per share of our Class A Common Stock for the trailing 30-trading days up to and including his start date, rounded down to the nearest whole share. The RSUs covering 213,918 shares of our Class A Common Stock were granted on April 22, 2025, and are scheduled to vest in 2027 on the last day of Mr. Dorman’s current term as a member of the Board (or, if earlier, the date of a Change in Control (as defined in the Plan), or the date on which Mr. Dorman ceases to be a member of the Board due to his death or disability), subject in each case to Mr. Dorman’s continued service to the Company through the applicable vesting date. The compensation provided in Mr. Dorman’s offer letter was intended to be additive to the compensation that Mr. Dorman otherwise receives under the Company’s Non-Employee Director Compensation Policy. Mr. Dorman’s offer letter terminated as of the date Mr. Martell commenced employment as our CEO. Mr. Dorman continues to serve as our Board Chair.

  41. Equity Compensation Arrangements

    Equity Compensation Arrangements ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

  42. 2021 Equity Incentive Plan, As Amended and Restated

    2021 Equity Incentive Plan, As Amended and Restated We maintain 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, provided that if stockholders approve the amendment and restatement to the Plan as described in further detail in Proposal 3, the maximum aggregate number of shares authorized for issuance under the Plan, as amended and restated, will be 44,400,000 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, and 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.

  43. 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 new 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.

  44. 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 performance-based RSU awards (as described below) 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, and 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.

  45. Equity Granting Timing Practices

    Equity Granting Timing Practices Equity awards to employees are generally granted on regularly scheduled predetermined dates that coincide 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.

  46. Clawback Policy for Executive Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus(2) (S) | Stock Awards ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5)(6)(7) ($) | Total ($) | | Frank Martell(1) Chief Executive Officer and President | 2025 | 386,122 | - | 1,598,400 | - | 408,333 | 262,389 | 2,655,244 | | John Dorman(1) former Interim Principal Executive Officer | 2025 | 206,194 | 162,500 | 172,846 | - | - | 328,651 | 870,191 | | Michael Shane Paladin(1) former Chief Executive Officer | 2025 | 88,636 | 325,000(8) | 4,727,070(9) | - | - | 214,737(8) | 5,355,443 | | Daryl Stemm Chief Financial Officer and former Interim Principal Executive Officer | 2025 | 325,000 | 162,500 | 400,000 | - | 182,293 | 13,800 | 1,083,593 | | | 2024 | 325,000 | | - | 400,000 | 117,000 | 13,800 | 855,800 |

  47. PROPOSAL 1: ELECTION OF CLASS II DIRECTORS

    PROPOSAL 1: ELECTION OF CLASS II DIRECTORS Our Board currently consists of six (6) members. The Board is divided into three staggered classes of directors. At the Annual Meeting, two Class II directors will be elected for a three-year term to succeed the Class II 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. Nominees __________________________________________________________________________________________________________________________________________________________________________________________________________________ Our Nominating and Corporate Governance Committee has recommended, and the Board has approved, Alison Dean and Frank Martell as nominees for election as Class II directors at the Annual Meeting. If elected, Ms. Dean and Mr. Martell will serve as Class II directors for a three-year term expiring at the annual meeting of stockholders to be held in 2029 and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, or removal. For more information about the nominees, please see the section titled “Board of Directors and Corporate Governance.” Ms. Dean and Mr. Martell have agreed to stand for election as Class II directors, and we have no reason to believe that any nominee will be unable to serve if elected. Should any director nominee become unavailable for election as a result of an unexpected occurrence, your proxy authorizes the persons named as proxies to vote for a substitute nominee if our Board so chooses, or our Board may reduce its size. The terms of office of the directors in Class III and Class I will not expire until the annual meeting of stockholders to be held in 2027 and 2028, respectively. Vote Required __________________________________________________________________________________________________________________________________________________________________________________________________________________ Directors are elected by a plurality of the votes cast. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected. Any shares not voted “For” a particular nominee (whether as a result of a withhold vote or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominee named above. If such nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our Board.  Our Board recommends a vote FOR each of the Class II director nominees.