John Dorman
About John Dorman
Independent Board Chair of SmartRent (since July 2024), serving on the Board since August 2021; age 74, with prior CEO and Chair experience in fintech and enterprise software. He holds a BA in Business Administration and Philosophy from Occidental College and an MBA in Finance from USC Marshall School of Business, and the Board has designated him an “audit committee financial expert.” Years on SMRT board: 3.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Digital Insight Corporation (Nasdaq: DGIN) | Chair and Chief Executive Officer | 1998–2003 | Led provider of outsourced online banking applications; prior CEO/Chair credentials underpin SMRT governance leadership |
| Oracle Corporation | SVP & GM, Global Financial Services Division | Prior to 1998 | Oversaw global financial services; enterprise software domain expertise |
| Treasury Services Corporation | Board Chair and Chief Executive Officer | Pre-1997 (acquired by Oracle) | Led enterprise modeling and financial analysis software prior to acquisition |
| Online Resources Corporation (Nasdaq: ORCC) | Chair of the Board | 2010–2013 | Company acquired by ACI Worldwide; public board chair experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Target Hospitality Corp. (Nasdaq: TH) | Director | Since Feb 2024 | Specialty rental and hospitality services |
| DeepDyve, Inc. | Chair of the Board | Current | Technology company; private board leadership |
| Landgate Corp. | Director | Current | Data-based land marketplace |
| loanDepot, Inc. (NYSE: LDI) | Director | Feb 2021–Jun 2024 | Technology-empowered mortgage platform |
| CoreLogic Inc. (NYSE: CLGX) | Director | May 2012–Jun 2021 | Real estate data/analytics |
Board Governance
- Board leadership: Independent Chair since July 2024; SMRT separated CEO and Chair roles to enhance oversight and balance management influence.
- Committee assignments (2024): Audit Committee member; Compensation Committee Chair (fiscal 2024); after 2025 Annual Meeting, Dorman will leave Compensation and join Nominating & Corporate Governance; Martell to chair Compensation.
- Audit expertise: Board determined Dorman is an “audit committee financial expert”; Audit members financially literate.
- Independence: Board affirmatively determined Dorman is independent under NYSE listing standards; all committees composed solely of independent directors.
- Attendance and engagement: In 2024, each director attended at least 75% of Board and applicable committee meetings; directors attended the 2024 annual meeting; independent directors meet in executive session led by the Chair.
- Committee activity (FY2024): Audit (5 meetings), Compensation (9), Nominating & Corporate Governance (6).
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Fees earned or paid in cash (Dorman) | $274,371 | FY2024 | Actual cash compensation for Board/committee service |
| Board member fee (policy) | $80,000 per year | Ongoing | Paid quarterly in arrears |
| Board Chair fee (policy) | $75,000 per year | Ongoing | Annual cash for Chair role |
| Board Chair fee (temporary increase) | $93,750 per fiscal quarter | Q3–Q4 2024; Jan–Feb 2025 | Increased responsibilities during executive transition; extended through 2/28/2025 |
| Compensation Committee chair fee (policy) | $15,000 per year | Ongoing | Chair fee only (no additional member fee) |
| Audit Committee member fee (policy) | $10,000 per year | Ongoing | Member fee |
Performance Compensation
| Equity Award | Grant Date Fair Value | Shares/Units | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|
| Annual director RSU (policy) | $150,000 | Determined at grant | 100% on earlier of day before next annual meeting or 1 year from grant, subject to service | Full vesting upon Change in Control (per plan definitions), and immediate vesting if Board terminates service other than for cause; forfeiture on voluntary departure prior to vest |
| 2024 Stock awards (Dorman) | $149,998 | Notional RSUs underlying 2024 grant | As per policy schedule | As per policy and plan |
| Outstanding RSUs (as of 12/31/2024; Dorman) | N/A | 53,003 RSUs | Remaining per grant schedule | Subject to plan provisions |
No director PSUs/options are disclosed for Dorman; director equity is in RSUs under the Director Compensation Policy with time-based vesting only.
Other Directorships & Interlocks
- Compensation Committee interlocks: None; Dorman, Sperling, and Dean were independent; no SMRT executive served on another entity’s board/comp committee with SMRT executives.
- Related-party transactions involving Dorman: None disclosed for the last fiscal year; SMRT has a formal policy for Audit Committee review/approval of any related person transactions.
Expertise & Qualifications
- Audit/finance: Designated audit committee financial expert; experience overseeing financial reporting/internal controls.
- Technology/innovation and operations: Background leading fintech/enterprise software organizations; governance/board leadership across tech and real estate data firms.
- Governance and risk: Independent Board Chair with responsibilities for agendas, liaison with management, shareholder engagement, and oversight of governance matters; independent executive sessions framework.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Voting Power | Notes |
|---|---|---|---|
| John Dorman | 104,965 | <1% | As of Feb 28, 2025; includes shares deemed outstanding within 60 days under SEC rules |
| Pledged or margined SMRT shares | None for directors | N/A | Insider policy prohibits hedging and restricts pledging; no director/NEO shares are pledged or in margin accounts currently |
| Ownership guidelines | 5x base annual retainer (directors) | Compliance phase-in | All directors are within the five-year phase-in period to meet guidelines |
Insider Trades
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings (2024) | Timely for Dorman | Proxy identified late Form 4s for certain officers; Dorman not listed among late filers |
| Hedging/pledging | Prohibited (hedging); pledging restricted | No current pledges or margin accounts for directors/NEOs |
Governance Assessment
- Board effectiveness: Separation of CEO/Chair and appointment of an independent Chair improves oversight; fully independent committees with an audit committee financial expert designation for Dorman support robust controls and risk oversight.
- Independence and attendance: Board-level independence affirmed; directors met attendance thresholds and held executive sessions—positive signals for engagement.
- Compensation alignment: Director pay mixes cash retainer, committee fees, and annual RSUs with straightforward time-based vesting; no director performance equity, but stock ownership guidelines (5x retainer) and anti-hedging/pledging strengthen alignment.
- Potential conflicts: No related-party transactions disclosed for Dorman; compensation committee interlocks absent; multiple external boards in adjacent industries warrant routine monitoring but no specific conflicts are reported.
- Signals/red flags: Temporary increase in Board Chair cash fee during executive transition (Q3–Q4 2024; extended through Feb 2025) reflects added responsibilities; not inherently problematic but should normalize post-transition. No pledging/hedging and no late filings—positive governance indicators.
Committee activity snapshot (FY2024): Audit (5 meetings), Compensation (9), Nominating & Governance (6), indicating active oversight cadence.