Brian R. Smith
About Brian R. Smith
Independent Chair of the Board at Alkami Technology, Inc. (ALKT); age 59; director since September 2011. Founder and Managing Director of S3 Ventures; previously founded and served as Chairman and CEO of Crossroads Systems, Inc. Holds a B.S. in Electrical Engineering (University of Cincinnati, honors) and an M.S. in Electrical Engineering (Purdue University). Declared independent under Nasdaq rules; roles of Chairperson and CEO are separated, with Smith serving as independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crossroads Systems, Inc. | Founder; Chairman & CEO | Not disclosed | Led technology company; operating executive background |
| S3 Ventures | Founder; Managing Director | Since 2005 | Leads venture investments; large ALKT shareholder via S3 Ventures Fund III |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Liquibase, Inc. | Director | Not disclosed | Enterprise software provider |
| SpectraWave | Director | Not disclosed | Medical device company |
| Alleviant Medical | Director | Not disclosed | Medical device company |
| Endovascular Engineering | Director | Not disclosed | Medical device company |
| VUV Analytics, Inc. | Director | Not disclosed | Spectroscopy provider |
Board Governance
- Board leadership: Independent Chair (Brian R. Smith); CEO is not Chair; structure periodically reviewed by Board .
- Independence: All directors except CEO are independent; Smith is independent .
- Attendance and engagement: Board met five times in 2024; each director attended at least 75% of Board and relevant committee meetings; independent directors met regularly in executive sessions; six directors attended the 2024 annual meeting .
- Committee participation (as of proxy’s committee matrix):
- Compensation Committee: Member (chair is Raphael Osnoss) .
- Nominating & Corporate Governance Committee: Chair .
- Information Systems Audit Committee: Member per director matrix; note 2024 committee roster was Alvarez, Clark, Nelson with Clark as chair .
- Audit Committee: Not a member (chair is Charles Kane) .
- Committee activity: Audit (4 meetings in 2024); Compensation (4); Information Systems Audit (4); Nominating & Corporate Governance (4) .
- Compensation Committee governance: FW Cook engaged as independent consultant; no interlocks for Smith; CEO excludes self from compensation decisions .
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Fees Earned or Paid In Cash | $64,000 | Smith elected to receive cash retainers in fully vested RSUs; amount reflects grant-date fair value in lieu of cash . |
| Annual Director RSU Award | $178,379 | 2024 annual RSU grant; generally vests in full on the anniversary of grant; unvested RSUs at 12/31/2024: 6,853 . |
| Total Director Compensation | $242,379 | Sum of cash-in-lieu RSUs and annual RSU grant . |
Director Compensation Program (structure for non-employee directors):
- Annual cash retainer $30,000; non-executive Chair retainer $60,000; committee retainers: Audit ($20,000 chair / $10,000 member), Compensation ($15,000 / $7,500), Information Systems Audit ($15,000 / $7,500), Nominating & Corporate Governance ($10,000 / $5,000). Directors may elect RSUs in lieu of cash, and may defer settlement; Smith deferred 39,747 vested RSUs outstanding as of 12/31/2024 .
Performance Compensation
| Performance-Linked Element | Terms | Metrics |
|---|---|---|
| Performance-conditioned awards | None disclosed for directors | No TSR-, revenue-, or EBITDA-linked director awards; annual director RSUs are time-based, vesting on schedule . |
- Initial Director RSU grant on appointment: $340,000 notional value; vests one-third annually over three years; Annual Grant: $190,000 notional value; vests on first anniversary or immediately before next annual meeting; all director equity vests on change in control .
Other Directorships & Interlocks
| Entity | Type | Role/Linkage | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| S3 Ventures Fund III, L.P. | Shareholder (>5%) | Smith is Managing Director of S3 Ventures’ GP; S3 Fund III beneficially owns 13.8% of ALKT | Smith and S3 Fund III share voting/dispositive power over 14,218,240 shares; Smith also holds additional ALKT shares; Board deems Smith independent; Audit Committee reviews related transactions . |
Expertise & Qualifications
- Venture investor and former operating CEO; governance leadership as Board Chair and Nominating & Corporate Governance Chair .
- Electrical engineering training; technology sector familiarity; board experience across software and medical devices .
- Compensation oversight and governance acumen via committee roles; independent consultant (FW Cook) utilized by committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Brian R. Smith | 14,759,961 | 14.3% | 494,710 direct; 40,158 deferred stock units vested or potentially issuable; 6,853 RSUs vesting within 60 days; 14,218,240 shares with S3 Ventures Fund III, L.P. . |
Ownership basis: 103,000,820 shares outstanding (Record Date March 17, 2025) .
Policy safeguards:
- Insider Trading Policy prohibits hedging, short sales, margin purchases, and pledging; applies to directors (alignment safeguard) .
- Clawback policy for erroneously awarded incentive compensation; governance-strengthening measure .
Insider Trades
| Date | Filing | Nature | Notes |
|---|---|---|---|
| 12/26/2024 | Form 4 (filed 1/7/2025) | Charitable donation | Reported late due to administrative error; company noted compliance otherwise . |
Governance Assessment
-
Strengths:
- Independent Board Chair with long tenure; clear separation of Chair and CEO roles enhances oversight .
- Active committee leadership: Chair of Nominating & Corporate Governance; member of Compensation; robust committee cadence (4 meetings each in 2024) .
- High ownership alignment: 14.3% beneficial stake with significant personal and affiliated holdings; prohibitions on hedging/pledging; option for RSU deferral indicates long-term orientation .
- Board-wide engagement: ≥75% attendance; regular executive sessions of independent directors .
- Use of independent compensation consultant and clawback policy; structured related-party transaction review by Audit Committee .
-
RED FLAGS / watch items:
- Large shareholder-chair dynamic: Smith’s role at S3 Ventures and combined 14.3% beneficial ownership may pose perceived influence or conflicts on matters affecting significant holders, though Board affirms independence and Audit Committee reviews related transactions .
- Committee matrix vs. narrative discrepancy: Director matrix indicates Smith as a member of the Information Systems Audit Committee; 2024 narrative lists Alvarez/Clark/Nelson as members with Clark as chair—investors should monitor post-Annual Meeting committee reconstitution and clarity of oversight responsibilities .
- Late Section 16 filing: One late Form 4 due to administrative error (charitable donation) in 2024; not material but a minor compliance footnote .
-
Overall implication for investor confidence: Governance structure (independent chair, active committees, prohibitions on hedging/pledging, clawback) supports confidence, while the significant affiliated ownership and chair role warrants continued monitoring for potential conflicts and alignment of minority shareholder interests .