Kristen Lee
About Kristen Lee
Kristen Lee is Chief Legal Officer and Corporate Secretary at SmartRent (SMRT), age 47, serving in the role since April 2023; she previously was Deputy General Counsel from January 2022 to April 2023 and holds a B.S. in Communication (Arizona State University) and a J.D. from Pepperdine University Caruso School of Law with an Entrepreneurship and the Law certificate . Company performance in FY2024 (context for incentive metrics): total revenue $174.9m (-26% YoY), SaaS revenue $51.6m (+26% YoY), net loss improved to $(33.6)m, adjusted EBITDA improved to $(9.9)m, share repurchases of 15.2m shares ($28.6m), and $142.5m cash with no debt and a $75m undrawn credit facility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SmartRent, Inc. | Deputy General Counsel | Jan 2022 – Apr 2023 | Not disclosed |
| Republic Services, Inc. (NYSE: RSG) | Senior Corporate Counsel | Sep 2021 – Jan 2022 | Not disclosed |
| Grand Canyon University | Assistant General Counsel | Aug 2019 – Sep 2021 | Not disclosed |
| Snell & Wilmer L.L.P. | Attorney Development Manager | Nov 2017 – Aug 2019 | Not disclosed |
| Various law firms | Attorney | 2005 – 2017 | Not disclosed |
Fixed Compensation
| Component | FY2024 Details |
|---|---|
| Annual Base Salary (set) | $338,000 |
| Salary Paid (SCT) | $336,375 |
| Target Bonus % of Base | 60% |
| Actual Annual Bonus Paid | $121,680 (36% of base) |
| Retention Compensation | $169,000 Management Committee retention cash (half at ~6 months and half at ~12 months post-appointment; subject to continued service or termination without cause) |
| All Other Compensation | $13,736 (401(k) match) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Revenue (FY2024) | Not disclosed | Not disclosed | Assessed by Compensation Committee | Part of $121,680 (36% of base) payout | Paid in cash after fiscal year end |
| Adjusted EBITDA (FY2024) | Not disclosed | Not disclosed | Assessed by Compensation Committee | Part of $121,680 (36% of base) payout | Paid in cash after fiscal year end |
| Expense Management within Budget | Cap reduced from 200% to 150% (discretion) | Not disclosed | Not disclosed | Contributed to payout within reduced cap | Paid in cash after fiscal year end |
| Individual Leadership Performance | Not disclosed | Not disclosed | Assessed by Compensation Committee | Part of $121,680 payout | Paid in cash after fiscal year end |
Umbrella Bonus Plan: administrator may set targets, modify goals pre‑payment, and pay awards in cash or equity; payment requires employment through payment unless otherwise determined .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (as of Feb 28, 2025) | 98,725 Class A shares; less than 1% of voting power (asterisk denoted) |
| Stock Ownership Guidelines | Section 16 officers required to hold ≥2× annual base salary; 5‑year phase‑in; unexercised options and unvested PSUs not counted; as of Dec 31, 2024 all executives/directors within phase‑in period |
| Hedging/Pledging Policy | Hedging prohibited; pledging/margin restricted and requires pre-approval; no shares of directors or NEOs currently pledged or held in margin accounts |
Outstanding equity awards (as of Dec 31, 2024):
| Award Type | Grant Date | Quantity | Terms | Market Value / Strike |
|---|---|---|---|---|
| RSU | 1/18/2022 | 5,417 | 25% on 1/18/2023; remaining 36 equal monthly installments | $9,480 (at $1.75/sh) |
| RSU | 1/24/2023 | 39,199 | 25% on 1/24/2024; remaining three equal annual installments | $68,598 (at $1.75/sh) |
| RSU | 4/14/2023 | 68,598 | 25% on 4/7/2024; remaining three equal annual installments | $120,047 (at $1.75/sh) |
| Stock Options (Unexercisable) | 1/23/2024 | 171,337 | 25% on 1/23/2025; remaining three equal annual installments; 10‑year term | $3.36 strike; out‑of‑the‑money vs $1.75 on 12/31/2024 |
Additional equity grant timing:
- Options granted 1/23/2024: 171,337 options at $3.36 with grant date fair value $400,000 .
- RSUs granted 1/22/2025 (Form 4 was filed late due to clerical error; number not disclosed in proxy) .
Employment Terms
| Provision | Term |
|---|---|
| Employment Agreement | At‑will; sets base salary and bonus target; standard benefits; confidentiality/IP and arbitration agreements |
| Severance (outside CIC) | If terminated without cause or resigns with good reason: 12 months base salary paid over 12 months; Company‑paid COBRA for 12 months; any earned/prorated bonus; plus 100% of target bonus (added in 1/22/2025 amendment) |
| Severance (within CIC period) | Increased effective 1/1/2024: 12 months base salary for Section 16 officers; Company‑paid COBRA; equity treatment unchanged (double‑trigger immediate vesting under Plan/Prior Plan) |
| Equity Vesting on CIC | Double‑trigger immediate vesting upon qualifying termination in connection with CIC under Plan and 2018 Stock Plan |
| Conditions | General release; ongoing confidentiality/IP obligations; post‑employment non‑disparagement |
| Retention Compensation (Management Committee) | $169,000 cash, paid 50% ~6 months after appointment and 50% ~12 months after; subject to continued service or termination without cause |
| Clawback | Adopted Nov 2023; requires recovery of excess incentive‑based compensation after accounting restatement per NYSE/SEC rules (lookback generally three completed fiscal years) |
| Hedging/Pledging | Restrictions as above; no current pledging/margin for directors or NEOs |
Compensation Structure Analysis
- 2024 pay mix for Ms. Lee featured cash salary, annual cash bonus tied to revenue/Adjusted EBITDA/expense/leadership, and a sizeable stock option grant ($400,000 grant‑date FV), indicating at‑risk alignment to performance and multi‑year vesting .
- The Committee reduced the cap on the expense management metric from 200% to 150% to better align payouts with financial results, evidencing governance oversight and discretion .
- Peer group adjustments in Sep 2024 added PagerDuty, Weave Communications, Olo, Enfusion, AvePoint and removed Qualys, Repay, Rapid7; no target percentile disclosed, but Semler Brossy advises and market data is one input alongside role/tenure/internal equity .
Risk Indicators & Red Flags
- Late Form 4 filings (Feb 13, 2024 for options; Jan 27, 2025 for RSUs) attributed to clerical errors; noted as compliance process risk but not indicative of trading impropriety .
- No pledging/margin use by directors or NEOs, reducing collateral‑driven selling risk .
- Robust clawback in place (Nov 2023) per NYSE/SEC standards, reinforcing pay‑for‑performance discipline .
Investment Implications
- Alignment: A 60% bonus target and metrics around revenue, Adjusted EBITDA, expense control, and leadership link Ms. Lee’s cash incentive to operational outcomes; equity awards with multi‑year vesting and stock ownership guidelines (2× salary within five years) further align interests .
- Selling Pressure: Unvested RSUs scheduled through 2026–2027 and unexercisable options vesting 2025–2028 suggest a steady cadence of equity deliveries; options were out‑of‑the‑money vs $1.75 on 12/31/2024 ($3.36 strike), indicating limited near‑term exercise‑driven sales pressure, though RSU settlements can add supply depending on trading windows .
- Retention Risk: $169,000 retention cash and expanded severance (12 months base + 100% target bonus outside CIC; double‑trigger equity vesting under CIC) lower near‑term turnover risk but increase separation economics; from an M&A/CIC perspective, double‑trigger vesting can elevate deal‑related payouts but is standard for Section 16 officers .
- Governance Quality: Discretionary cap reduction on an expense metric and use of an independent consultant (Semler Brossy) support compensation rigor; minor Section 16 timeliness issues are noted but mitigated by strong hedging/pledging prohibitions and clawback policy .