Ana Pinczuk
About Ana Pinczuk
Independent director of SmartRent, Inc. since February 2025; age 61. Career technology operator and board director across SaaS, AI/robotics, cybersecurity, and enterprise services. Education includes BS and MEng in Mechanical Engineering (Cornell), MS in Software Management (Carnegie Mellon), and Master of Technology Management (Wharton); currently a candidate for an MS in Cybersecurity Risk and Strategy at NYU. Serves on SmartRent’s Compensation Committee and Nominating & Corporate Governance Committee; Board determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dexterity, Inc. (AI robotics) | Chief Operating Officer | Dec 2022 – May 2024 | Scaled AI/robotics operations in logistics/manufacturing contexts |
| Anaplan, Inc. (cloud SaaS) | Chief Development Officer | Aug 2019 – Jul 2022 | Led product/engineering for cloud-native planning platform |
| Anaplan, Inc. | Chief Transformation Officer | Feb 2019 – Aug 2019 | Enterprise transformation leadership |
| HPE Pointnext (Hewlett Packard Enterprise) | President & General Manager | 2017 – 2018 | Ran global services organization |
| Veritas US Inc. | Chief Product Officer | Mar 2016 – Nov 2016 | Product leadership (backup/recovery, data mgmt) |
| Veritas US Inc. | GM, Backup and Recovery | Jan 2015 – Feb 2016 | P&L leadership for backup/recovery |
| Cisco Systems, Inc. | SVP Global Services Sales; Services COO; SVP Global Services Support; engineering leadership roles | 2000 – 2015 | Large‑scale services, sales and engineering leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aptiv PLC (NYSE: APTV) | Director | Since 2016 | Current public company directorship |
| SentinelOne, Inc. (NYSE: S) | Director | Since May 2022 | Current public company directorship (cybersecurity) |
| Five9, Inc. (NASDAQ: FIVN) | Director | Prior service | Prior public company board experience |
| KLA Corporation (NASDAQ: KLAC) | Director | Prior service | Prior public company board experience |
| Cornell University | Trustee | Current | Non-profit/academic governance |
| AI4All; Latino Donor Collaborative | Director | Current | Non-profit boards |
Board Governance
- Independence: Board affirmatively determined Ms. Pinczuk is independent under NYSE Listing Standards.
- Board/Committee structure: Board met 15 times in 2024; independent chair; committees fully independent; directors regularly meet in executive session.
- Committee assignments (current):
- Compensation Committee – Member (appointed Jan 30, 2025). 2024 meetings: 9. Note: After Annual Meeting, Frank Martell becomes Chair; Pinczuk remains a member.
- Nominating & Corporate Governance Committee – Member (appointed Jan 30, 2025). 2024 meetings: 6.
- Class and term: Class III director; term expires at the 2027 annual meeting.
- Attendance/engagement: For 2024 (before her appointment), Board reports each then‑director attended at least 75% of meetings; 2024 annual meeting attended by all then‑directors. Individual 2025 attendance for Ms. Pinczuk not yet disclosed.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board member) | $80,000 | Paid quarterly in arrears |
| Committee member fees – Audit | $10,000 | Not applicable to Pinczuk; for reference |
| Committee member fees – Compensation | $7,500 | Applicable (member) |
| Committee member fees – Nominating & Corporate Governance | $5,000 | Applicable (member) |
| Committee chair fees – Audit | $20,000 | Reference only (not chair) |
| Committee chair fees – Compensation | $15,000 | Reference only (not chair) |
| Committee chair fees – Nominating & Corporate Governance | $10,000 | Reference only (not chair) |
2024 Director Compensation Table shows $0 for Ms. Pinczuk with footnote that she was appointed January 30, 2025 (outside FY2024).
Performance Compensation
| Equity Type | Grant Policy Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | $150,000 grant date fair value | 100% vests at earlier of next annual meeting or 1 year from grant date, subject to service | Applies to non-employee directors |
| Initial RSU grant (for directors joining outside annual meeting after May 28, 2024) | $150,000 prorated | Vests in full at earlier of Anniversary Date or prior to next annual meeting, subject to service | Policy in effect as of May 23, 2024 |
| Change-in-control treatment | Full vesting of director RSUs upon change in control if in service through such date | Single-trigger vesting upon CIC for director awards | Governance consideration for alignment |
| Termination (company‑initiated, not for cause) | Immediate vesting as of date immediately prior to termination | As provided in 2023 Grant Notice & Agreement | Applies to director RSUs |
No performance metrics are used for director compensation (equity is time-based RSUs); no options or PSUs disclosed for directors.
Other Directorships & Interlocks
| Company | Sector | Interlock/Conflict Considerations |
|---|---|---|
| Aptiv PLC (APTV) | Automotive technology | No SmartRent related-party transactions disclosed; Board independence review considered relationships; no issues cited. |
| SentinelOne, Inc. (S) | Cybersecurity | No SmartRent related-party transactions disclosed; no interlocks with SmartRent executives disclosed. |
| Prior: Five9, KLA | Software; Semiconductors | Prior service; no SmartRent RPTs disclosed. |
Expertise & Qualifications
- Board skills matrix indicates strengths in Technology & Innovation, Operations, Risk Management/Cybersecurity, Business Development, Governance, and experience as senior executive and public company director, aligned with SmartRent’s SaaS and IoT focus.
- Education: BS/MEng (Cornell), MS Software Management (Carnegie Mellon), Master of Technology Management (Wharton), MS Cybersecurity candidate (NYU).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | “–” (no shares reported); under 1% ownership. |
| Pledged or margin shares | None for any director or NEO under policy; hedging prohibited; pledging only with strict pre-approval and constraints; none currently pledged. |
| Ownership guidelines | Non-employee directors: 5x base annual retainer within 5 years; unvested time-based RSUs count; options/PSUs do not. All directors within phase-in period as of Dec 31, 2024. |
Governance Assessment
- Positives
- Confirmed independent; joins both Compensation and Nominating & Corporate Governance Committees, reinforcing governance oversight (no executive officer interlocks reported).
- Deep SaaS, cybersecurity, AI/robotics, and large-scale services experience mapped to SmartRent’s strategy; Board skills matrix support.
- Director pay structure mixes cash retainers with time-based RSUs; stock ownership guidelines and anti-hedging/pledging policy support alignment.
- Watch items
- Director equity awards are single-trigger accelerated upon change in control, which some investors view as less stringent than double-trigger; note for governance alignment discussions.
- No individual attendance disclosed yet for 2025 given recent appointment; monitor future attendance/engagement.
- No red flags identified in the proxy regarding related-party transactions, Section 16 filing compliance for her, or conflicts tied to her external boards.