Frank Martell
About Frank Martell
Frank Martell (age 65) is an independent director of SmartRent, appointed June 18, 2024; he is a seasoned public‑company CEO/CFO/COO with deep property data/fintech experience and a B.S. in Accounting from Villanova . In 2024 he chaired the Board’s Operating Committee during the CEO transition and will become Chair of the Compensation Committee following the 2025 annual meeting . Company performance context during 2024: Total Revenue $174.9M (-26% YoY), SaaS Revenue $51.6M (+26% YoY), net loss improved to $(33.6)M, and Adjusted EBITDA improved to $(9.9)M; the Board authorized a $50M repurchase (15.1M shares, $28.6M executed in 2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CoreLogic, Inc. | President & CEO | 2017–Jan 2022 | Led a global property information and analytics provider as public‑company CEO |
| CoreLogic, Inc. | COO | 2014–2017 | Oversaw operations at scale during transformation period |
| CoreLogic, Inc. | CFO | 2011–2016 | Public‑company finance leadership in data/analytics |
| Western Institutional Review Board | President & CEO | 2010–2011 | Led clinical research oversight organization |
| Advantage Solutions Inc. | CFO | 2009–2010 | Executive finance leadership |
| Information Services Group, Inc. | CFO | 2007–2009 | Executive finance leadership |
External Roles
| Organization | Role | Years |
|---|---|---|
| loanDepot, Inc. (NYSE: LDI) | President & CEO; Director (resigns effective the earlier of Jun 4, 2025 or LDI’s 2025 annual meeting) | Apr 2022–Jun 2025 |
| Compass, Inc. (NYSE: COMP) | Director | Nov 2021–Present |
| Bank of the West (BNP Paribas subsidiary) | Director | 2015–2023 |
| Operation HOPE; Marine Corps Scholarship Foundation | Director/Trustee (non‑profits) | Ongoing |
Board Governance at SmartRent (Board/Committee roles, independence, dual‑role implications)
- Independence: The Board affirmatively determined Martell is independent under NYSE standards .
- Committees: Audit Committee member (appointed June 18, 2024; “audit committee financial expert”), Nominating & Corporate Governance Committee member; will become Compensation Committee Chair after the 2025 annual meeting .
- Board structure: SmartRent separates the Chair and CEO roles; John Dorman is independent Board Chair; committees are fully independent; directors met in executive sessions in 2024 .
- Attendance: The Board met 15 times in 2024; each director attended at least 75% of applicable meetings .
- Dual‑role considerations: While serving as CEO of loanDepot through mid‑2025, Martell was still deemed independent at SmartRent; role separation (independent Chair, fully independent committees) mitigates potential independence concerns .
- Transition oversight: He chaired a Board Operating Committee that oversaw operations during SmartRent’s CEO transition in 2024 .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Fees earned in cash (2024) | $48,997 | Actual cash paid for Board/committee service in 2024 |
| Director annual cash retainers (policy) | Board member: $80,000; Audit member: $10,000; Comp member: $7,500; N&CG member: $5,000 | Annual amounts; paid quarterly; additional chair fees apply (Audit $20k; Comp $15k; N&CG $10k); Chair, lead independent director fees per policy |
Performance Compensation (Director equity)
| Grant type | 2024 grant-date fair value | Vesting | Change-in-control treatment |
|---|---|---|---|
| RSUs (non‑employee director) | $135,614 | 100% on earlier of next annual meeting or one year from vesting start date, subject to continued service | Upon a Change in Control, director RSUs vest in full; also immediate vesting if Board terminates service other than for cause under 2023 grant terms |
- 2025 annual meeting date: May 13, 2025 (typical director RSUs would fully vest by this meeting if granted in 2024 and still serving) .
Equity Ownership & Alignment
| Item | Amount / Status |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 248,204 shares; less than 1% outstanding |
| Outstanding RSUs (as of Dec 31, 2024) | 56,506 RSUs (non‑employee director awards outstanding) |
| Hedging / pledging | Hedging prohibited; pledging only under strict conditions with pre‑approval; no director/NEO pledges currently disclosed |
| Ownership guidelines | Directors: 5x base annual retainer; compliance required within 5 years; all executives and directors are within phase‑in period as of Dec 31, 2024 |
Employment Terms (as Director)
- Class and term: Class II director; term expires at the 2026 annual meeting .
- Indemnification: Standard director indemnification agreements in place; D&O insurance maintained .
- Change‑in‑control/dismissal equity provisions: Non‑employee director RSUs vest in full at Change in Control; RSUs vest immediately prior to termination if the Company ends Board service for reasons other than cause (per 2023 RSU agreement) .
Director Compensation Detail (2024 Actual)
| Name | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Frank Martell | 48,997 | 135,614 | 184,611 |
| Notes | 2024 figures reflect partial‑year service from June 18, 2024 and prorated initial RSU award under policy amendments |
Compensation Structure Analysis (Governance signals)
- Equity‑heavy director pay: Non‑employee director compensation mixes cash and RSUs with full vest at next annual meeting or one year, promoting alignment while creating predictable vesting windows .
- Pay program oversight: As incoming Compensation Committee Chair, Martell steps into a pay‑for‑performance framework that recently introduced performance stock units (PSUs) for the CEO to tie long‑term pay to stock price milestones (e.g., $3/$4/$5/$7.50/$10 tranches) .
- Peer benchmarking: The committee uses a technology/SaaS‑oriented peer group (updated Sept 2024) and independent consultant Semler Brossy; no consultant conflicts noted .
Performance & Track Record (selected)
- SmartRent 2024 performance context: Total Revenue $174.9M (-26% YoY), SaaS Revenue $51.6M (+26% YoY), net loss $(33.6)M (vs. $(34.6)M), Adjusted EBITDA $(9.9)M (vs. $(19.2)M); $142.5M cash and no debt at year‑end 2024 .
- 2024 capital allocation: $50M buyback authorization; 15.1M shares repurchased for $28.6M in 2024 .
- Transition leadership: Chaired Board Operating Committee overseeing operations during CEO search; helped prepare for a new CEO appointment effective Feb 24, 2025 .
Related Party Transactions / Risk Indicators
- Related party transactions: No Martell‑specific related party transactions disclosed; company policy requires Audit Committee pre‑approval of any such transactions .
- Section 16 compliance: Company disclosed certain late Form 4s for other insiders in 2024/2025; the disclosure did not list Martell .
- Say‑on‑pay: As an Emerging Growth Company, SmartRent is not required to hold say‑on‑pay votes; the company reports ongoing shareholder engagement .
Compensation Peer Group (for executive pay benchmarking)
| 2024 peer set (examples) | Changes approved Sept 2024 |
|---|---|
| Alarm.com Holdings; AppFolio; Arlo Technologies; Asana; Domo; Porch Group; SPS Commerce; Verra Mobility; and others | Added: PagerDuty, Weave Communications, Olo, Enfusion, AvePoint; Removed: Qualys, Repay Holdings, Rapid7 |
Director Stock and Vesting Calendar Cues (trading dynamics)
- Beneficial ownership and outstanding RSUs indicate real exposure; director RSUs generally vest in full at the next annual meeting (May 13, 2025), creating a potential liquidity event window for non‑employee directors, subject to insider trading policy and blackout periods .
- Hedging is prohibited and pledging tightly restricted, reducing misalignment risk; no pledges disclosed for directors/NEOs .
Investment Implications
- Governance and incentive alignment: Martell’s incoming role as Compensation Committee Chair, combined with the recent shift to performance‑based CEO equity (PSUs tied to multi‑year stock price hurdles), signals a more explicit pay‑for‑performance posture that can strengthen shareholder alignment over time .
- Capacity and focus: With his loanDepot CEO role ending by early June 2025, Martell’s available bandwidth for SmartRent oversight is likely to increase, which can be constructive for compensation design rigor and board oversight during SmartRent’s SaaS growth pivot .
- Supply/flow watch‑list: Director RSUs (including Martell’s prorated 2024 award) vest at/around the May 13, 2025 annual meeting, presenting a scheduled event for potential incremental share supply subject to personal decisions and policy windows; monitor Form 4s around that period for signals .
- Skin‑in‑the‑game and risk controls: Martell’s beneficial ownership and the company’s hedging/pledging restrictions and ownership guidelines indicate aligned incentives with safeguards against adverse hedging/pledging behavior .