Ann Sperling
About Ann Sperling
Ann Sperling (age 69) is an independent director of SmartRent, Inc. and has served on the board since August 2021 (three years of service as of the proxy date). She brings four decades of real estate investment, development, and public company operating experience, including senior leadership roles at Trammell Crow (CBRE subsidiary), Jones Lang LaSalle (COO, Americas; President, Markets West), and Catellus (Prologis subsidiary). She holds a BS in Biology and Psychology from Tufts University and an MBA from Harvard Business School.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trammell Crow Company (CBRE subsidiary) | Senior Director; previously Senior Managing Director & Area Director (Rocky Mountain Region) | Senior Director: Sep 2013 – Sep 2023; earlier 25 years pre-merger | Real estate investment/development operations and leadership |
| Jones Lang LaSalle IP, Inc. (JLL) | Chief Operating Officer, Americas; President, Markets West | Not individually dated in proxy; prior to Trammell Crow return | Large-scale operations and P&L leadership |
| Catellus Development Corporation (Prologis subsidiary) | Managing Director | Prior career period (dates not specified) | Mixed-use development and investment oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apartment Income REIT Corp. (NYSE: AIRC) | Director | May 2018 – Jun 2024 | Predecessor AIV director until Dec 2020; separation via reverse spin-out |
| Apartment Investment & Management Company (NYSE: AIV) | Director | Until Dec 2020 | Predecessor to AIRC |
| Anderson Holdings | Board Advisor | Current | Private, family-owned holding company adviser |
Board Governance
- Independence: The board affirmatively determined Ms. Sperling is independent under NYSE Listing Standards.
- Committee assignments (2024–2025): Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee.
- Committee activity: Nominating & Corporate Governance Committee held 6 meetings; Compensation Committee held 9 meetings in fiscal 2024.
- Board leadership: Independent Board Chair (John Dorman); roles of CEO and Chair separated in 2024 for governance effectiveness.
- Executive sessions: Independent directors meet in executive sessions led by the Board Chair after regular board and committee meetings.
- Attendance: Board met 15 times in 2024; each director attended at least 75% of aggregate board and committee meetings. Directors attended the 2024 annual meeting.
- Transition engagement signal: During the CEO transition, an Operating Committee of the Board (chaired by Frank Martell) was formed; directors included Alison Dean, Ann Sperling, and Fred Tuomi—indicating elevated oversight and engagement.
Fixed Compensation
| Component | Amount | Period/Grant | Notes |
|---|---|---|---|
| Cash fees earned (total) | $97,204 | Fiscal 2024 | Actual cash fees received for board and committee service |
| Board member fee (policy) | $80,000 | Annual; paid quarterly | Base cash retainer for non-employee directors |
| Nominating & Corporate Governance Committee chair fee (policy) | $10,000 | Annual; paid quarterly | Additional chair compensation |
| Compensation Committee member fee (policy) | $7,500 | Annual; paid quarterly | Additional member compensation |
| Equity grant (RSUs) – grant date fair value | $149,998 | 2024 annual director grant | Aggregate grant date fair value under ASC 718 |
| RSUs outstanding (as of 12/31/24) | 53,003 units | Balance outstanding | Unvested RSUs at year-end |
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Mix: 2024 total compensation $247,202 (cash $97,204; equity $149,998) → ~39% cash / ~61% equity, supporting alignment with shareholders via equity retainer.
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Vesting schedule: Annual RSU awards vest 100% on the earlier of the day prior to the next annual meeting or one year from grant date, subject to service. Meeting fees are not used; directors receive the same compensation regardless of number of meetings.
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Change in control & separation protections: Director RSUs vest in full upon a Change in Control; RSUs vest immediately prior to a board service termination by the Company other than for cause (voluntary resignations forfeit unvested shares).
Performance Compensation
| Performance-Linked Compensation Element | Status | Metric Details |
|---|---|---|
| Director equity (PSUs) | None | Director compensation uses time-based RSUs; no performance-linked PSUs disclosed for directors |
| Meeting-based variable pay | None | Board does not pay per-meeting fees; compensation is fixed retainer-based regardless of meetings |
| CIC/for-cause modifiers | Yes | Full vesting at CIC; forfeiture upon voluntary resignation; immediate vesting prior to involuntary termination not for cause |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk | Notes |
|---|---|---|---|
| Apartment Income REIT Corp. (AIRC) | Former director | Low (no related party transactions disclosed) | Real estate sector expertise; service ended Jun 2024 |
| AIV (predecessor to AIRC) | Former director | Low | Service ended Dec 2020 |
| Private advisory (Anderson Holdings) | Advisor | Low | No SMRT-related transactions disclosed |
- Compensation Committee interlocks: None—Comp Committee members (including Ms. Sperling) were not officers/employees of SMRT and no cross-board interlocks with entities having executives on SMRT’s comp committee.
Expertise & Qualifications
- Real estate operations, marketing, finance: Extensive public company and development experience; aligns with SMRT’s multifamily technology focus.
- Board skills matrix: Marked for Accounting/Finance, Sales/Marketing & Media, Operations, and Risk Management/Cybersecurity—providing balanced governance skill coverage.
- Public company board experience: History of service on AIRC/AIV boards.
- Education: BS (Tufts) and MBA (Harvard).
- Independence: Affirmatively determined independent under NYSE standards.
Equity Ownership
| Metric | Value | Date | Notes |
|---|---|---|---|
| Total beneficial ownership (Class A common) | 104,965 shares | Feb 28, 2025 | <1% of voting power (one vote per share) |
| RSUs outstanding (unvested) | 53,003 units | Dec 31, 2024 | Unvested director RSUs at year-end |
| Hedging/Pledging | Prohibited; none pledged | Policy active since prior period | Insider policy restricts hedging; pledging only with stringent approvals; no pledges by directors or NEOs currently |
| Ownership guidelines (directors) | 5x base annual retainer | 5-year phase-in | All directors within phase-in as of 12/31/24; RSUs count toward compliance, options and unvested PSUs do not |
Governance Assessment
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Strengths:
- Independent director with sector-operational expertise; chairs Nominating & Corporate Governance and serves on Compensation Committee; active role in CEO transition via Operating Committee—supports board effectiveness and oversight.
- Strong governance architecture: independent Chair; fully independent key committees; executive sessions; anti-hedging/limited pledging; director equity retainer with clear vesting; ownership guidelines; clawback policy.
- Compensation Committee uses an independent consultant (Semler Brossy); independence assessed and no conflicts identified.
- Attendance thresholds met; directors attended the 2024 annual meeting.
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Potential risks/RED FLAGS:
- Related-party and conflicts: No related-person transactions disclosed involving Ms. Sperling; policy requires Audit Committee pre-approval of any such transactions.
- Section 16 compliance: Company reported certain late Form 4 filings for executives, but none for Ms. Sperling—mitigated risk for her.
- Say-on-pay: As an Emerging Growth Company, SMRT does not conduct say-on-pay votes—limits direct shareholder feedback on executive pay; mitigated by ongoing investor outreach.
Insider Trading & Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings (2024) | Timely for Ms. Sperling | Company disclosed late Form 4s for certain executives; no late filings identified for Ms. Sperling |
| Hedging/Pledging | Prohibited; none pledged | Policy restricts hedging; pledging only with strict conditions; directors currently have no pledged shares |
Director Compensation Summary (2024)
| Metric | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $97,204 | Aggregate cash retainers for board/committee service |
| Stock awards (grant-date fair value) | $149,998 | RSU grant under director policy; ASC 718 valuation |
| Total compensation | $247,202 | Cash + equity |
| RSUs outstanding (year-end) | 53,003 units | Unvested RSUs as of 12/31/24 |
Committee Details (Structure and Meetings)
| Committee | Role | 2024 Meetings | Membership |
|---|---|---|---|
| Nominating & Corporate Governance | Director selection; governance guidelines; ESG oversight | 6 | Ann Sperling (Chair); Frederick Tuomi; Frank Martell; Ana Pinczuk (appointed Jan 30, 2025) |
| Compensation | Executive and equity compensation; consultant oversight | 9 | John Dorman (Chair); Ann Sperling; Alison Dean; Ana Pinczuk (appointed Jan 30, 2025); post-Annual Meeting, Frank Martell to become Chair and Dorman to exit committee |
Overall investor takeaway: Ms. Sperling demonstrates board independence, material sector-operational expertise, and active governance engagement (committee leadership and CEO transition oversight). Compensation mix is equity-forward with clear vesting and CIC terms; ownership alignment supported by stock ownership guidelines and no pledging. No conflicts or Section 16 issues disclosed for her, supporting investor confidence in board effectiveness and governance quality.