DEF 14A of Smartbird, Inc.
Filed Aug 11, 2026 · FY20250001193125-26-342889
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
GENERAL
GENERAL Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. The Board presently has five members: Nadia Carlsten, Lily Yan Hughes, Timothy Brown, Dan Levitan, and Dick Boyce. There is one director, Dan Levitan, currently in the class whose term of office expires at the Annual Meeting. Dick Boyce has notified the Board of his intention to resign from the Board, effective as of date of the Annual Meeting. Upon the recommendation of the Nomination and Governance Committee (the “NG Committee”), our Board has nominated the individuals listed in the table below for election as directors at the Annual Meeting. Each nominee is not currently a director of the Company. If elected at the Annual Meeting, each nominee would serve until the 2029 annual meeting and until each such person’s successor has been duly elected and qualified, or, if sooner, until each such director’s death, resignation, or removal. It is the Company’s policy to invite and encourage directors and nominees for director to attend the Annual Meeting. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes, or skills of the nominee that led the NG Committee to believe that each such nominee should serve on our Board.
GENERAL
| Name | Class | Age(1) | Term Expires | Position(s) Held | Director Since | | Daniel Kasun | II | 57 | 2029 | Director Nominee | — | | Elizabeth Mora | II | 65 | 2029 | Director Nominee | — |
GENERAL
| (1) As of the Record Date. |
GENERAL
Daniel Kasun. Mr. Kasun is a seasoned technology sales executive and channel leader with more than 25 years of experience building and leading global sales, channel, and partner organizations. Since 2025, Mr. Kasun has served as Senior Vice President and Global Head of Partner Ecosystem at Pegasystems Inc. (NASDAQ: PEGA), an enterprise AI solution development and workflow automation software company, where he is responsible for partner strategy, recruitment, development, pipeline generation, and annual contract revenue across all global regions. From 2014 to 2025, Mr. Kasun served in sales and channel leadership roles at Amazon Web Services where he built AWS go-to-market organizations, including ISV Partner Sales Leader for Global Financial Services and Public Sector ISV Sales and Channel Leader for Worldwide Public Sector. From 1996 to 2014, Mr. Kasun held technology and sales leadership positions at Microsoft Corporation over an 18-year tenure, most recently as Senior Director, U.S. Public Sector Developer Tools Sales, with prior leadership of Financial Services and Healthcare platform technology sales. Mr. Kasun holds a B.S. in Computer Engineering from Lehigh University. Mr. Kasun was selected to serve on our Board of Directors because of his experience building and scaling global sales and partner organizations, his expertise in go-to-market strategies for AI, cloud, and developer platform technologies, and his experience in regulated industries. Elizabeth Mora. Ms. Mora has served as Chair of the Board of Inogen, Inc. (NASDAQ: INGN), a medical technology company focused on portable oxygen concentrators, since 2021. She has also served as a director of MKS Instruments, Inc. (NASDAQ: MKSI), a global semiconductor equipment and laser company with over $4.0 billion in annual revenue, since 2012, where she chairs the Audit Committee and serves on the Compensation Committee. She has also served as a director of Limoneira Company (NASDAQ: LMNR), a premier integrated agribusiness, since 2021, where she chairs the Compensation Committee and the Nomination and Governance Committee. From 2016 to 2020, Ms. Mora served as Board Chair of GCP Applied Technologies, Inc., a publicly traded construction materials and chemicals company spun off from W.R. Grace & Co. From 2008 to 2020, Ms. Mora served as Chief Financial Officer and Chief Administrative Officer of Draper Laboratory, an $800 million government contractor serving NASA, the Department of Defense, DARPA, and classified communities. From 1997 to 2008, she held various financial positions at Harvard University, serving as Chief Financial Officer from 2005 to 2008. Earlier in her career, Ms. Mora spent eight years at PricewaterhouseCoopers, LLC. Ms. Mora holds an M.B.A. from Simmons College and a B.A. from the University of California, Berkeley. She is an active Certified Public Accountant and holds a TS/SCI security clearance. Ms. Mora was selected to serve on our Board of Directors because her extensive public company board leadership experience, together with her financial expertise, provide the Board with critical financial, governance, and operational oversight capabilities. Directors are elected by a plurality of the votes of the shares present in person, by remote communication, or represented by proxy duly authorized at the meeting and entitled to vote generally on the election of directors. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominee named below. If any 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 Smartbird. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE NAMED NOMINEES.
INFORMATION ABOUT OUR CONTINUING DIRECTORS
INFORMATION ABOUT OUR CONTINUING DIRECTORS Set forth below are the names, ages, and length of service of the remaining members of our Board whose terms continue beyond the Annual Meeting.
INFORMATION ABOUT OUR CONTINUING DIRECTORS
| Continuing Directors | Class | Age(1) | Term Expires | Position(s) Held | Director Since | | Nadia Carlsten | I | 43 | 2028 | Director | 2026 | | Lily Yan Hughes | I | 62 | 2028 | Director | 2025 | | Timothy Brown | III | 45 | 2027 | Director | 2015 |
INFORMATION ABOUT OUR CONTINUING DIRECTORS
| (1) As of the Record Date. |
INFORMATION ABOUT OUR CONTINUING DIRECTORS
The principal occupation, business experience, and education of each continuing director are set forth below. Nadia Carlsten. Dr. Carlsten has served as President, Chief Executive Officer, and Secretary of the Company and as a member of our Board of Directors since June 2026. She brings significant experience in AI and advanced computing platforms, making her a valuable addition as the Company pursues opportunities in the AI infrastructure market. Most recently, Dr. Carlsten served as the Chief Executive Officer of DCAI, an AI infrastructure and services company, from August 2024 to January 2026. While there, Dr. Carlsten built and scaled AI infrastructure platforms from concept to commercial deployment, including Denmark’s sovereign AI supercomputer. From May 2022 to August 2024, Dr. Carlsten served as the Vice President of Product at SandboxAQ, a Google spin-off developing AI models and platforms. Prior to that, from 2019 until 2022, Dr. Carlsten held leadership positions at Amazon Web Services, including as Head of Product for the AWS Center for Quantum Computing. From 2016 to 2019, Dr. Carlsten held various roles with the U.S. Department of Homeland Security, most recently serving as Director of Commercialization. Earlier in her career, Dr. Carlsten held positions supporting the commercialization and deployment of advanced technologies across both public- and private-sector organizations. Dr. Carlsten is a member of the World Economic Forum’s Global Future Council—Next Generation Computing and serves as Senior Investment Advisor to Ground State Ventures. Dr. Carlsten holds a B.S. in Chemistry and a B.A. in Physics from the University of Virginia and a Ph.D. in Engineering from the University of California, Berkeley. Lily Yan Hughes. Ms. Hughes has served as a member of our Board of Directors since October 2025. Most recently, Ms. Hughes served as Assistant Dean at Syracuse University College of Law from July 2021 to July 2026. She previously held positions as Senior Vice President, Chief Legal Officer and Corporate Secretary at Arrow Electronics, Inc. and Public Storage. Prior to that, Ms. Hughes was Vice President, Associate General Counsel-Corporate M&A and Finance for Ingram Micro, Inc. Earlier in her career, she was a Corporate and Securities Partner with the national law firm of Manatt, Phelps & Phillips. Ms. Hughes has served on the Board of DirectWomen since 2021, where she is currently Chair. She previously held Board positions with the Association of Corporate Counsel and NUBURU, Inc., where she chaired the Nominating and Governance Committee and served on the Audit and Compensation Committees. She holds a B.A. from the University of California, Berkeley and a J.D. from the University of California, Berkeley School of Law. Ms. Hughes was selected to serve on our Board of Directors because of her broad range of expertise, spanning technology, distribution, real estate, capital markets and governance, and her proven leadership and board experience. Timothy Brown. Mr. Brown has served as a member of our Board of Directors since he co-founded our predecessor company, Allbirds, Inc., in May 2015. From January 2025 to May 2026, Mr. Brown served as Allbirds’ Co-Founder and Brand Ambassador. From May 2023 through January 2025, Mr. Brown served as Allbirds’ Chief Innovation Officer, from October 2015 through May 2023, he served as Allbirds’ Co-Chief Executive Officer, and from May 2015 to October 2015, Mr. Brown served as Allbirds’ Chief Executive Officer. Prior to co-founding Allbirds, Mr. Brown served as Manager in the Innovation Strategy and Business Development Department at Redscout, a brand consulting firm, from March 2015 to August 2015. In 2010, Mr. Brown was Vice Captain of the New Zealand World Cup football team. Mr. Brown holds a B.S. in Design from the College of Design, Architecture, Art, and Planning at the University of Cincinnati and an M.Sc. in International Management from the London School of Economics and Political Science. Mr. Brown was selected to serve on our Board of Directors because of the perspective and experience he brings as Allbirds’ co-founder, former Chief Innovation Officer and former Co-Chief Executive Officer, as well as his management experience.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Management Compensation and Leadership Committee
| • | reviewing and recommending to our Board of Directors the compensation of our directors; |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our Board of Directors adopted a Non-Employee Director Compensation Policy effective November 2, 2021 (the “Effective Date”), which provides for the following compensation to directors who are not also serving as an employee or consultant to us (each such member, a “Non-Employee Director”):
Director Compensation for Fiscal Year 2025
Director Compensation for Fiscal Year 2025 The following table sets forth information regarding the compensation earned or paid to our directors during the fiscal year ended December 31, 2025, other than for Joe Vernachio, our former President and Chief Executive Officer, who was also a member of our Board of Directors but did not receive any additional compensation for service as a director. The compensation of Mr. Vernachio as a named executive officer is set forth below under “Executive Compensation-Summary Compensation Table.”
Director Compensation for Fiscal Year 2025
| Name | Fees earned or paid in cash ($) | Stock Awards ($)(1) | Other | Total ($) | | Lily Yan Hughes(2) | 11,250 | 200,000 | — | 211,250 | | Dan Levitan | 75,000 | 55,800 | — | 130,800 | | Joseph Zwillinger | 50,000 | 55,800 | — | 105,800 | | Dick Boyce | 80,000 | 55,800 | — | 135,800 | | Timothy Brown(3) | — | — | 100,000 | 100,000 | | Ravi Thanawala(4) | 90,000 | 55,800 | — | 125,800 |
Director Compensation for Fiscal Year 2025
| (1) The amounts reported in this column do not reflect dollar amounts actually received by the director. Instead, the amounts represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), the basis for computing stock-based compensation in our financial statements. This calculation assumes that the Non-Employee Director will perform the requisite service for the award to vest in full as required by SEC rules. These amounts do not reflect the actual economic value that will be realized by the Non-Employee Director upon the settlement of such stock awards or the sale of the Class A common stock issuable upon the settlement of such stock awards. The assumptions we used in valuing stock awards are described in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 31, 2026. |
Director Compensation for Fiscal Year 2025
| (2) Ms. Hughes joined the Board in October 2025 and the fees earned or paid in cash reflects the pro rata amount earned in 2025. |
Director Compensation for Fiscal Year 2025
| (3) During the fiscal year ended December 31, 2025, Mr. Brown was employed by the Company as Co-Founder & Brand Ambassador, a non-executive role. |
Director Compensation for Fiscal Year 2025
| (4) The amount reported includes a $20,000 one-time cash stipend approved by the Management Leadership and Compensation Committee on May 20, 2025 related to additional responsibilities assumed throughout the year. |
Director Compensation for Fiscal Year 2025
The following table sets forth Class A and Class B common stock underlying outstanding stock options held by our directors and unvested restricted stock unit awards held as of December 31, 2025 by each director who was serving as of December 31, 2025, except for Joe Vernachio, our former President and Chief Executive Officer, whose outstanding equity is disclosed under the “Executive Compensation-Outstanding Equity Awards at Fiscal Year-End.”
Director Compensation for Fiscal Year 2025
| Name | Option Awards Outstanding at Fiscal Year End (#) | Outstanding Restricted Stock Units at Fiscal Year End (#) | | Lily Yan Hughes | — | 22,222 | | Dan Levitan | — | 6,200 | | Joseph Zwillinger | — | 6,200 | | Dick Boyce | — | 6,200 | | Timothy Brown | 76,810(1) | — | | Ravi Thanawala | — | 11,757 |
Director Compensation for Fiscal Year 2025
| (1) Mr. Brown’s option awards outstanding at fiscal year end are comprised of (1) 45,559 options exercisable for our Class A common stock and (2) 31,251 options exercisable for our Class B common stock. |
Summary Compensation Table
Summary Compensation Table The following table presents all of the compensation awarded to or earned by or paid to our named executive officers during the fiscal years indicated.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Joe Vernachio | 2025 | 500,000 | 454,993 | — | — | 14,000(4) | 968,993 | | Former President, Chief Executive Officer and Secretary, and Former Chief Operating Officer(1) | 2024 | 471,154 | 563,575 | — | 131,923(3) | 13,800(5) | 1,180,452 | | Ann Mitchell Chief Financial Officer | 2025 | 385,000 | 206,955 | — | — | 12,245(4) | 604,200 | | | 2024 | 383,077 | 282,600 | — | 60,335(3) | 13,800(5) | 739,812 |
Summary Compensation Table
| (1) In March 2024, Mr. Vernachio was appointed as President, Chief Executive Officer and Secretary of the Company. Mr. Vernachio resigned as President, Chief Executive Officer and Secretary, effective June 19, 2026. |
Summary Compensation Table
| (2) Except as otherwise noted, amounts reported represent the aggregate grant date fair value of stock awards granted in the fiscal year ended December 31, 2025, measured pursuant to ASC 718, the basis for computing stock-based compensation in our financial statements. This calculation assumes that the named executive officer will perform the requisite service for the award to vest in full as required by SEC rules. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the settlement of such stock awards or the sale of the Class A common stock issuable upon the settlement of such stock awards. In 2024, Mr. Vernachio was granted certain performance-based RSUs which vest, if at all, according to certain Company stock price targets. Please see the section titled “Employment Agreements with our Named Executive Officers—Joe Vernachio” below for further information. The grant date fair value of these performance-based RSUs was calculated based on a Monte-Carlo simulation. The performance-based RSUs are subject to market and service conditions, and not performance conditions, as defined under ASC 718, and therefore have no maximum grant date fair values that differ from the grant date fair values presented in the table. The assumptions we used in valuing stock awards are described in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 31, 2026. |
Summary Compensation Table
| (3) For Mr. Vernachio and Ms. Mitchell, amounts reported represent a discretionary bonus related to the fiscal year ended December 31, 2024. For additional detail, please see “Non-Equity Incentive Plan Compensation.” |
Summary Compensation Table
| (4) For Mr. Vernachio, amount reported represents $14,000 in Company contributions under our 401(k) plan paid by the Company for the benefit of Mr. Vernachio. For Ms. Mitchell, amount reported represents $12,245 in Company contributions under our 401(k) plan paid by the Company for the benefit of Ms. Mitchell. |
Summary Compensation Table
| (5) For Mr. Vernachio, amount reported represents $13,800 in Company contributions under our 401(k) plan paid by the Company for the benefit of Mr. Vernachio. For Ms. Mitchell, amount reported represents $13,800 in Company contributions under our 401(k) plan paid by the Company for the benefit of Ms. Mitchell. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information about outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards(1) | | | | Stock Awards(1) | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price(2) ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested(12) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Joe Vernachio | 6/26/2021(3) | 2,373 | 0 | 87.78(13) | 6/25/2031 | — | — | — | | | 6/26/2021(3) | 18,878 | 0 | 87.80(13) | 6/25/2031 | — | — | — | | | 8/16/2023(4) | — | — | — | — | 4,167 | 17,085 | — | | | 3/15/2024(5) | — | — | — | — | 13,643 | 55,936 | — | | | 3/15/2024(6) | — | — | — | — | — | — | 16,371(6) | | | 4/18/2025(7) | — | — | — | — | 42,637 | 174,812 | — | | | 4/18/2025(6) | — | — | — | — | — | — | 27,409(6) | | Ann Mitchell | 5/1/2023(8) | 55,000 | 25,000 | 25.00 | 5/1/2033 | — | — | — | | | 5/1/2023(9) | — | — | — | — | 25,856 | 180,216 | — | | | 9/1/2024(10) | — | — | — | — | 10,000 | 41,000 | — | | | 3/1/2025(11) | — | — | — | — | 14,334 | 127,788 | — | | | 3/1/2025(6) | — | — | — | — | — | — | 10,000(6) |
Outstanding Equity Awards at Fiscal Year-End
| (1) With the exception of Mr. Vernachio’s options award on June 26, 2021, which was granted under the 2015 Plan, all other option awards listed in the table were granted under our 2021 Plan; all of the RSUs and PSUs listed in the table were granted under our 2021 Plan. Certain of the equity awards are subject to vesting acceleration as described under “—Potential Payments upon Termination or Change in Control.” Option awards granted under our 2021 Plan and 2015 Plan are exercisable for our Class A common stock and Class B common stock, respectively. |
Outstanding Equity Awards at Fiscal Year-End
| (2) All of the option awards listed in the table were granted with a per share exercise price equal to or above the fair market value of one share of our common stock on the date of grant, as determined in good faith by our Board of Directors; option awards that have been repriced have a per share fair market value that was equal to the closing market price of our Class A common stock on May 20, 2022, the repricing date. |
Outstanding Equity Awards at Fiscal Year-End
| (3) One-fourth of the shares subject to this option vested on June 1, 2022, and the remainder of the shares vest in 36 equal monthly installments thereafter, subject to the holder’s continuous service with us. |
Outstanding Equity Awards at Fiscal Year-End
| (4) One-twelfth of the restricted stock units vested on September 1, 2023, and the remainder of the shares vest in 12 successive equal quarterly installments thereafter, subject to the holder’s continuous service with us. |
Outstanding Equity Awards at Fiscal Year-End
| (5) One-twelfth of the restricted stock units vested on June 1, 2024, and 1/12 of the RSUs vest in equal quarterly installments thereafter, subject to the holder’s continuous service with us. |
Outstanding Equity Awards at Fiscal Year-End
| (6) The number and market value of the PSUs that vest based upon the achievement of certain Company stock price targets during specified measurement periods reflect threshold performance. The actual numbers of shares that will be distributed with respect to the PSUs are not yet determinable. |
Outstanding Equity Awards at Fiscal Year-End
| (7) One-twelfth of the restricted stock units vested on June 30, 2025, and 1/12 of the RSUs vest in equal quarterly installments thereafter, subject to the holder’s continuous service with us. |
Outstanding Equity Awards at Fiscal Year-End
| (8) One-fourth of the shares subject to this option vested on June 1, 2024, and the remainder of the shares vest in 12 successive equal quarterly installments thereafter, subject to the holder’s continuous service with us. |
Outstanding Equity Awards at Fiscal Year-End
| (9) One-fourth of the restricted stock units vested on June 1, 2024, and the remainder of the shares vest in 12 successive equal quarterly installments thereafter, subject to the holder’s continuous service with us. |
Outstanding Equity Awards at Fiscal Year-End
| (10) One-twelfth of the restricted stock units vested on September 1, 2024, and the remainder of the shares vest in 12 successive equal quarterly installments thereafter, subject to the holder’s continuous service with us. |
Outstanding Equity Awards at Fiscal Year-End
| (11) One-twelfth of the restricted stock units vested on June 1, 2025, and the remainder of the shares vest in 12 successive equal quarterly installments thereafter, subject to the holder’s continuous service with us. |
Outstanding Equity Awards at Fiscal Year-End
| (12) The market value of our Class A common stock is based on the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2025, which was $4.10. |
Outstanding Equity Awards at Fiscal Year-End
| (13) The exercise price for certain option awards held by Mr. Vernachio reflect slight differences for the same grant due to rounding from the Company’s reverse stock split on September 4, 2024, as applied to different portions of the grant based on income tax classification. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Each of our named executive officers is eligible to participate in our Severance and Change in Control Plan (the “Severance Plan”) as described immediately below, and each of our named executive officers entered into a Severance Plan participation agreement. Pursuant to our Severance Plan and an applicable participation agreement thereunder, each of our named executive officers would be eligible to receive certain benefits in the event such officer is involuntarily terminated by us without cause (excluding an involuntary termination due to death or disability) or voluntarily resigns for good reason (as each such term is defined in the Severance Plan) (such termination referred to as a “covered termination”), and enhanced benefits in the event that such covered termination occurs during the period commencing three months prior to, and ending 12 months following, the closing of a change in control (as defined in the 2021 Plan). Such benefits are contingent on the officer’s execution and non-revocation of a general release of claims in favor of the Company and certain related parties, unless otherwise stated, and satisfaction of other terms and conditions as described in the Severance Plan and the applicable participation agreement. Any eligibility for benefits under the Severance Plan supersedes and replaces any other plan, policy or practice providing for severance benefits to which an officer may have otherwise been previously entitled. If such covered termination occurs prior to (i) the officer’s completion of 12 months of continuous service with us and (ii) a change in control, he will be eligible to receive a cash payment in an amount equal to six months of his annual base salary and continuation of health benefits for himself and his eligible dependents under COBRA (or an equivalent taxable cash amount) for up to six months. If such covered termination occurs during the period commencing three months prior to, and ending 12 months following, the closing of a change in control, each officer will instead be eligible to receive a lump-sum cash payment equal to the sum of (i) 12 months of the officer’s then-current base salary (without giving effect to any reduction triggering good reason), (ii) a prorated portion of such officer’s target bonus for the year in which the covered termination occurs, assuming that any articulated performance goals are achieved at 100% of target, and (iii) continuation of health benefits for the officer and his eligible dependents under COBRA (or an equivalent taxable cash amount) for up to 12 months following the covered termination. Further, the vesting and exercisability of each equity award held by such officer that is subject to time-based vesting shall become fully vested (and, if applicable, fully exercisable); any equity awards subject to performance-vesting shall vest and become exercisable according to the terms of such individual award agreements. In addition, if, in connection with our change in control, the succeeding or acquiring entity does not assume or continue any outstanding, unvested equity award, and such officer’s continuing employment has not terminated as of immediately prior to the effective time of such change in control, all such equity awards will become fully vested (and, as applicable, fully exercisable), subject to consummation of the change in control transaction, with performance-based awards accelerating as if achieved at 100% of the target level. Such acceleration does not require a covered termination.