Isaiah DeRose-Wilson
About Isaiah DeRose-Wilson
Co-founder and Chief Technology Officer since November 2017; age 41 as of the 2025 proxy. On November 12, 2025, he notified SmartRent he will step down as CTO effective December 31, 2025, with a transition agreement expected . Company performance in 2024 during his tenure: total revenue $174.9M (-26% YoY), SaaS revenue $51.6M (+26% YoY), adjusted EBITDA improved to $(9.9)M (from $(19.2)M), net loss improved to $(33.6)M; cash $142.5M, no debt, and $75M undrawn credit facility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SmartRent, Inc. | Chief Technology Officer | Nov 2017–Dec 2025 | Co-founder; led platform and product technology for multifamily smart operations |
| Consolidated Knowledge, LLC | Technology Team Lead | 2016–2017 | Real estate technology consulting leadership |
| Colony Starwood Homes (now part of Invitation Homes) | Director of Engineering | 2013–2016 | Engineering leadership at single-family rental REIT, tech enablement of property operations |
External Roles
No public company directorships or external board roles disclosed for DeRose-Wilson in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 325,000 | 336,375 |
| Target Annual Bonus (% of Base) | 60% | 60% |
| All Other Compensation ($) | 17,549 | 4,463 |
| Retention Compensation ($) | — | 169,000 (Management Committee retention; paid half at 6 months and half at 12 months from appointment, subject to continued service or termination without cause) |
Performance Compensation
- Umbrella Bonus Plan (adopted Jan 2024) governs annual cash incentives, with administrator discretion to set targets and goals; payments typically in cash, with authority to adjust pools and goals prior to payment .
- 2024 performance metrics: revenue, Adjusted EBITDA, expense management, and individual leadership performance; the Board reduced the expense management cap from 200% to 150% after consulting Semler Brossy .
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Revenue (FY 2024) | Not disclosed | Not disclosed | Not disclosed | Included in overall 36% of base bonus | Cash, paid post-year-end |
| Adjusted EBITDA (FY 2024) | Not disclosed | Not disclosed | Not disclosed | Included in overall 36% of base bonus | Cash, paid post-year-end |
| Expense Management | Cap lowered to 150% | Not disclosed | Not disclosed | Included in overall 36% of base bonus | Cash |
| Leadership Performance | Not disclosed | Not disclosed | Not disclosed | Included in overall 36% of base bonus | Cash |
| Annual Cash Incentive (Total) | — | — | — | $122,000 (36% of base) | Lump-sum cash |
Summary Compensation Table (SCT) amounts:
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Option Awards (grant-date fair value) | 400,000 | 400,000 |
| Non-Equity Incentive Comp (SCT) | 226,559 | 121,680 |
| Total Compensation | 969,108 | 862,518 |
Equity Ownership & Alignment
- Beneficial ownership as of Feb 28, 2025: 1,681,430 shares (<1% voting power) .
- Breakdown: 99,574 shares held directly; 1,566,601 shares via options exercisable within 60 days; 15,165 shares via RSUs settleable within 60 days .
- Stock ownership guidelines: Section 16 officers must hold 2× base salary in shares; RSUs count, options do not; 5-year phase-in; as of Dec 31, 2024 all executives are within phase-in .
- Hedging/pledging: Hedging prohibited; pledging generally prohibited absent strict conditions; no shares of any director or named executive officer currently pledged or held in margin accounts .
| Ownership Metric (as of 2/28/2025) | Amount |
|---|---|
| Shares held directly | 99,574 |
| Options exercisable within 60 days | 1,566,601 |
| RSUs settleable within 60 days | 15,165 |
| Total beneficial ownership | 1,681,430 |
| Voting power | <1% |
| Shares pledged | None |
| Ownership guideline requirement | 2× base salary for Section 16 officers |
| Compliance status | Within 5-year phase-in (company-wide) |
Equity Awards and Vesting Schedules
| Grant Date | Instrument | Shares/Units | Strike ($) | Expiration | Vesting Schedule | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 8/17/2019 | Stock Options | 1,421,613 | 0.47 | 8/17/2029 | Fully vested | — |
| 4/19/2021 | RSUs | 24,423 | — | — | 1/4 on 4/19/2022, then 36 equal monthly installments | —; market value $42,740 at $1.75/share |
| 8/24/2021 | RSUs | 1,947 | — | — | 1/4 on 8/24/2022, then 36 monthly installments | —; market value $3,407 at $1.75/share |
| 1/18/2022 | RSUs | 14,445 | — | — | 1/4 on 1/18/2023, then 36 monthly installments | —; market value $25,279 at $1.75/share |
| 1/24/2023 | Stock Options | 51,077 (exercisable), 153,232 (unexercisable) | 2.87 | 1/24/2033 | 1/4 on 1/24/2024; remaining in 3 equal annual installments | — |
| 1/23/2024 | Stock Options | 171,337 (unexercisable) | 3.36 | 1/23/2034 | 1/4 on 1/23/2025; remaining in 3 equal annual installments | 400,000 |
Equity granting timing: annual grants typically at January Compensation Committee/Board meeting; 2024 options granted 1/23/2024 with exercise price $3.36 and grant-date fair values as shown; disclosure timing aligned with Item 402(x) . Plan mechanics: 2021 Equity Incentive Plan authorizes options, RSUs, PSUs; options generally 10-year term; RSUs forfeited if not vested at termination unless otherwise provided . 2018 Stock Plan awards assumed at business combination; vesting typically over 4 years .
Employment Terms
| Provision | Outside Change-in-Control (CiC) | Within CiC Period (Double Trigger) |
|---|---|---|
| Severance cash | 12 months base salary, paid over 12 months | 12 months base salary, paid over 12 months |
| Health benefits | Company-paid COBRA premiums for 12 months | Company-paid COBRA premiums for 12 months |
| Bonus | Earned but unpaid amounts (prior year and/or prorated) plus 100% of target bonus | Not separately specified; equity treatment applies |
| Equity | Standard treatment; no acceleration absent CiC | Immediate vesting of grants (double-trigger upon CiC termination) |
| Conditions | General release; continuing obligations under confidentiality/inventions agreement; post-employment non-disparagement and nondisclosure | |
| Clawback | NYSE/SEC-compliant policy adopted Nov 2023 to recover excess incentive comp upon accounting restatement | |
| Transition | Expected transition & general release prior to departure effective 12/31/2025 |
Compensation Structure Analysis
- Mix shift: Heavy use of stock options with grant-date fair value $400,000 in both 2023 and 2024; no PSUs granted to DeRose-Wilson (PSUs used for CEO hire in 2025) .
- Discretionary adjustments: Expense management bonus cap reduced from 200% to 150% to align with results, indicating committee oversight of payouts .
- Retention incentives: One-time retention compensation of $169,000 (~6 months base) due to CEO transition and interim responsibilities on the Management Committee .
- Equity timing practices: Predetermined annual grant calendar; no timing around MNPI; Item 402(x) disclosure provided for 1/23/2024 grants .
Risk Indicators & Red Flags
- Leadership transition: CTO stepping down effective 12/31/2025; transition agreement expected—potential retention and operational continuity risk .
- Late Section 16 filings: Form 4s for 1/23/2024 options and 1/22/2025 RSUs were filed late due to clerical errors; not unusual, but a governance watchpoint .
- Operating headwinds: 2024 total revenue down 26% YoY despite SaaS growth, reflecting capex deferrals and sales reorganization impacts; may affect cash bonus outcomes and retention pressures .
- Hedging/pledging: Company policy prohibits hedging and restricts pledging; no pledged shares by named executives—alignment positive .
Say-on-Pay, Committee, and Peer Practices
- Compensation Committee used Semler Brossy as independent consultant for retention awards and CEO package; oversight evident in cap adjustment and market-aligned severance updates .
- Stock ownership guidelines (2× salary for Section 16 officers) with five-year phase-in improve alignment; options excluded from compliance calculation .
Equity Ownership & Alignment (Detail)
| Category | Vested vs. Unvested | In-the-money/Value Indicators |
|---|---|---|
| 2019 options (0.47 strike) | Fully vested | Deep in-the-money vs. typical trading ranges; exercisable through 8/17/2029 |
| 2023 options (2.87 strike) | Partially vested (51,077 exercisable; 153,232 unexercisable) | Value depends on prevailing price; vest annually post 1/24/2024 through 2027 |
| 2024 options (3.36 strike) | Unexercisable until 1/23/2025 (25% tranches annually thereafter) | Vest through 2028 |
| RSUs (2021–2022) | Ongoing monthly vesting from initial 1/4 cliffs | Market value computed at $1.75/share for disclosure ($42,740; $3,407; $25,279 respectively) |
Performance & Track Record
- Platform evolution: New SaaS features (Answer Automation, Work Management), Community WiFi, Package Room, and Smart Operations Solutions broadened offering; open-API integrations enhance workflows and resident experience .
- Market dynamics: 2024 adoption headwinds from customer capex deferrals; executive leadership changes and sales restructuring impacted volumes .
- Strategic transition: 2024 emphasized operational discipline (expense management) and SaaS growth amid total revenue decline; 2025 leadership changes with new CEO to drive transformation .
Investment Implications
- Alignment: Significant option ownership (1.57M exercisable within 60 days) plus RSUs and ownership guidelines support long-term alignment; no pledging or hedging allowed .
- Near-term selling pressure: Upcoming option/RSU vest dates (1/23/2025 and monthly RSU schedules) and planned departure by 12/31/2025 could create trading windows; monitor post-transition Form 4s and any separation-driven equity acceleration .
- Retention and severance economics: Strengthened severance (12 months base + 100% target bonus outside CiC; double-trigger equity vesting in CiC) may mitigate retention risk but raises cost of turnover; relevant for margin and dilution assessments .
- Performance pay calibration: 2024 bonus outcomes at 36% of base and expense cap adjustment show disciplined payout governance; continued SaaS growth vs. total revenue pressure informs future incentive metrics and payout probabilities .