Alison Dean
About Alison Dean
Alison Dean (age 60) is an independent director of SmartRent, Inc., appointed in March 2024. She is a former Executive Vice President, Chief Financial Officer and Treasurer of iRobot (2013–2020), with prior finance leadership roles at iRobot (2005–2013) and 3Com (1995–2005). She holds a BA in Business Economics from Brown University and an MBA from Boston University. On SmartRent’s board, she chairs the Audit Committee and serves on the Compensation Committee, with the board identifying her as an “audit committee financial expert.” Years of service on the SmartRent board: 1 as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iRobot Corporation (Nasdaq: IRBT) | Executive Vice President, CFO & Treasurer | Apr 2013 – May 2020 | Senior finance leadership, treasury, investor relations oversight |
| iRobot Corporation | Executive positions (various) | 2005 – 2013 | Corporate finance and financial planning roles |
| 3Com Corporation (Nasdaq: COMS) | VP & Corporate Controller; VP Finance, Worldwide Sales; other finance roles | 1995 – 2005 | Broad finance leadership in electronics/networking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| YETI Holdings, Inc. (NYSE: YETI) | Director | Oct 2020 – Present | Public company directorship |
| Everbridge, Inc. (Nasdaq: EVBG) | Director | Jul 2018 – Jul 2024 | Public company directorship (former) |
| Salsify, Inc. (Private) | Director | Sep 2021 – Present | Private software company board |
Board Governance
- Independence: The board affirmatively determined Ms. Dean is independent under NYSE standards.
- Committee assignments:
- Audit Committee: Chair; designated (with Dorman and Martell) as an “audit committee financial expert.”
- Compensation Committee: Member.
- Attendance and engagement:
- The board met 15 times in 2024; each director attended at least 75% of board and committee meetings during their service periods. Independent directors regularly meet in executive session.
- Transition involvement:
- During the 2024 CEO transition, the board formed an Operating Committee chaired by Frank Martell and composed of Alison Dean, Ann Sperling, and Fred Tuomi to oversee operations—evidence of elevated engagement.
Fixed Compensation
| Component | Structure / Amount | Period/Terms |
|---|---|---|
| Board member cash retainer | $80,000 annual | Paid quarterly in arrears |
| Audit Chair fee | $20,000 annual | Paid quarterly; chair receives chair fee only (no additional member fee) |
| Compensation Committee member fee | $7,500 annual | Paid quarterly |
| Meeting fees | None | Policy uses retainers; no per-meeting fees |
| Actual cash earned (Alison Dean) | $51,135 | FY2024 (partial year service from Mar 21, 2024) |
Performance Compensation
| Equity Element | Grant Value / Quantity | Vesting / Terms | Notes |
|---|---|---|---|
| Annual RSU grant (policy) | $150,000 grant-date fair value | Vests 100% on earlier of next annual meeting or one year from grant, subject to service | Standard non-employee director grant |
| Initial RSU grant (policy; if off-cycle) | $150,000 prorated | Prorated to next annual meeting; vests in full at next annual meeting or anniversary | Applies to new directors after May 28, 2024 |
| 2024 Stock awards (Alison Dean) | $149,998 | Per annual director RSU program | FY2024 grant |
| Director equity upon Change in Control | Full vesting of director RSUs | If service continues through CoC date | Non-employee director awards accelerate at CoC; certain involuntary terminations also accelerate per RSU agreement |
- Performance metrics: None for director equity; RSUs are time-based only (no TSR/financial hurdles).
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Assessment |
|---|---|---|
| YETI (YETI) | None disclosed with SMRT stakeholders | Consumer products; no disclosed SMRT-related transactions; no interlock conflicts reported. |
| Everbridge (EVBG) | None disclosed with SMRT stakeholders | Enterprise software; no disclosed SMRT-related transactions; former role ended Jul 2024. |
| Salsify (Private) | None disclosed with SMRT stakeholders | Private commerce software; no disclosed SMRT-related transactions. |
- Compensation Committee interlocks: None—no SMRT executive served on boards/committees of entities where SMRT’s compensation committee members were executives.
Expertise & Qualifications
- Deep finance and public-company reporting expertise; designated audit committee financial expert.
- Technology, operations, and supply chain experience from iRobot and 3Com.
- Board skills matrix flags strengths in technology & innovation, accounting/finance, operations, BD/strategic transactions, governance.
Equity Ownership
| Item | Status / Amount | As-Of / Terms |
|---|---|---|
| Beneficial ownership (common shares) | “—” (less than 1%) | As of Feb 28, 2025; none reported within 60 days for counting purposes |
| Outstanding RSUs (director) | 53,003 RSUs | As of Dec 31, 2024 (unvested director awards) |
| Pledged shares | None for directors/NEOs per policy and current status | Policy restricts pledging; none pledged/held in margin among directors/NEOs |
| Ownership guidelines | Non-employee directors: 5x base annual retainer | Applies over a five-year phase-in; all directors within phase-in period |
Note: For ownership guideline compliance, unvested time-based RSUs count; options and unvested PSUs do not.
Governance Assessment
-
Strengths
- Independent director with strong finance background; Audit Chair and audit committee financial expert support robust financial oversight.
- Active engagement during leadership transition via Operating Committee participation.
- Clear anti-hedging policy and restricted pledging; stock ownership guidelines foster alignment (5x retainer; phase-in).
- No related-party transactions disclosed involving Ms. Dean; no Section 16(a) delinquencies attributed to her.
-
Alignment and incentives
- Director pay mix is balanced: time-based RSUs ($149,998 in 2024) and cash fees ($51,135 in 2024, pro-rated), with standard annualized retainers for audit chair and committee roles, supporting alignment without encouraging inappropriate risk-taking.
- Director RSUs accelerate upon change-in-control—market standard; note for investors as potential golden parachute optics but limited to director equity.
-
Watch items / potential concerns
- Beneficial ownership shows no common shares as of Feb 28, 2025; while within the five-year phase-in and with unvested RSUs outstanding, investors may monitor progress toward the 5x retainer guideline for longer-term alignment.
- Board meeting count disclosures in the proxy show high frequency; company reports each director met at least 75% attendance—continue to monitor attendance once full-year service is in scope.
Director Compensation (Detail)
| Metric | FY2024 | Notes |
|---|---|---|
| Fees earned or paid in cash (Alison Dean) | $51,135 | Partial-year service from Mar 21, 2024 |
| Stock awards (Alison Dean) | $149,998 | Annual director RSUs |
| Total (Alison Dean) | $201,133 | Cash + equity |
Policy schedule for context:
- Board member fee $80,000; Audit Chair $20,000; Compensation Committee member $7,500; annual RSU $150,000; vesting 100% by next annual meeting/one year; expenses reimbursed.
Shareholder Votes & Engagement Context
- Emerging Growth Company: Not required to conduct say-on-pay; clawback policy adopted per NYSE/SEC rules.
- 2025 Annual Meeting results (no say-on-pay on ballot):
- Elected Class I director Ann Sperling: For 66,120,191; Withheld 23,931,099; Broker non-votes 58,435,967.
- Ratified Deloitte as auditor: For 147,950,235; Against 380,696; Abstained 156,326.
- Ongoing outreach: Board emphasizes shareholder engagement on strategy, priorities, and governance.
Related-Party Transactions (Conflicts Check)
- No related-party transactions disclosed involving Alison Dean or her affiliates. The Audit Committee oversees related-party review under a formal policy.
Insider Reporting Compliance
- The company reported certain late Form 4 filings in 2024/early 2025 for specific officers; Alison Dean was not cited among late filers.