Andrew Arno
SMITH MICRO SOFTWAREAbout Andrew Arno
Andrew Arno, 65, has served as an independent director of Smith Micro Software, Inc. since 2011. He is an investment banker and strategic advisor with 30+ years of experience; currently managing member of Unterberg Legacy, LLC (since 2023) and previously vice chairman of Special Equities Group (2015–2023). He holds a Bachelor of Science degree from George Washington University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unterberg Legacy, LLC | Managing Member | 2023–present | Merchant bank/multi-family office; capital markets expertise |
| Special Equities Group, LLC | Vice Chairman | 2015–2023 | Investment banking; affiliated with Dawson James/Bradley Woods/Chardan; public markets experience |
| Emerging Growth Equities | Managing Director | 2013–2015 | Investment banking coverage of emerging growth companies |
| LOMUSA Limited | President | Prior period (pre-2013) | Investment banking leadership |
| Unterberg Capital, LLC | Co‑founder; Vice Chairman & Chief Marketing Officer | Earlier career | Investment advisory; co-founder credentials |
| Merriman Capital LLC / Merriman Holdings, Inc. | Vice Chairman & Head of Equity Capital Markets; Director (parent board) | Earlier career | Equity capital markets leadership; public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oncocyte Corp. (OCX) | Chairman | Current | Precision diagnostics; board leadership |
| 22nd Century Group (XXII) | Director | Current | Biotechnology |
| Catheter Precision, Inc. (VTAK) | Director | Current | Medical device |
| Independa, Inc. | Director | Current | Privately held software company |
| ComHear Inc. | Chairman/Director | Current | Privately held audio technology R&D |
Board Governance
- Board/Committee participation: Member, Governance & Nominating Committee; Member, Mergers & Acquisitions Committee. No chair roles disclosed .
- Independence: Governance & Nominating Committee and M&A Committee members are deemed independent under Nasdaq/SEC rules, indicating Arno’s independence status via committee service .
- Attendance: Board met 9 times (2022), 8 times (2023), 11 times (2024); each director attended at least 75% of Board/committee meetings in those years. None of the current directors attended the annual meetings of stockholders in 2022, 2023, or 2024 (engagement risk) .
- Risk oversight: Committees oversee financial, compensation, governance/succession, M&A due diligence; Audit Committee reviews related‑party transactions (gatekeeper for conflicts) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual cash retainer ($) | 30,000 | 27,750 (10% temporary fee cut) | 27,000 (continued 10% cut into 2024) |
| Equity grant – grant‑date fair value ($) | 102,750 | 77,500 | 19,500 |
| Total director compensation ($) | 132,750 | 105,250 | 46,500 |
| Quarterly fee policy | $7,500 per quarter | $7,500 with 10% temporary reduction from March 2023 | Continued reduced fees; totals consistent with $6,750/qtr |
- Equity award structure: Service‑vesting restricted stock; example grants: January 18, 2022 (25,000 shares at $4.11; 12‑month equal vesting) and January 27, 2023 (3,125 shares at $24.80; 12‑month equal vesting) .
- Unvested director RS at year‑end: 2,084 (as of 12/31/2022); 261 (as of 12/31/2023); 260 (as of 12/31/2024) .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Restricted Stock | 01/18/2022 | 25,000 | $4.11/share | Equal monthly/quarterly over 12 months | Board service grant; service‑based vesting only |
| Restricted Stock | 01/27/2023 | 3,125 | $24.80/share | Equal installments over 12 months | Annual director grant |
| Restricted Stock (held) | 12/31/2023 | 261 | N/A | Unvested at YE | Year‑end status |
| Restricted Stock (held) | 12/31/2024 | 260 | N/A | Unvested at YE | Year‑end status |
- No director‑specific performance metrics (TSR/EBITDA/etc.) tied to Arno’s equity awards disclosed; broader executive plan metrics include revenue, non‑GAAP OpEx, and other performance criteria under the Amended and Restated Omnibus Equity Incentive Plan, but not applied to director awards .
Other Directorships & Interlocks
| Company | Relationship to SMSI | Potential Conflict Signal |
|---|---|---|
| Oncocyte (OCX); 22nd Century (XXII); Catheter Precision (VTAK); Independa; ComHear | No disclosed transactions with SMSI | No related‑party transactions >$120k disclosed (mitigates conflict risk) |
Expertise & Qualifications
- Capital markets and investment banking leadership across multiple firms; board chair experience; technology/biotech exposure via external boards .
- Education: BS, George Washington University .
Equity Ownership
| As‑of Date | Shares Beneficially Owned | % Outstanding | Breakdown/Notes |
|---|---|---|---|
| 03/17/2023 | 362,605 | <1% | 339,271 unrestricted; 20,834 restricted; 2,500 options; includes spouse and MJA/JBA investments with beneficial ownership disclaimer |
| 04/29/2024 | 48,296 | <1% | 45,795 unrestricted (incl. spouse/MJA/JBA holdings with disclaimers); 2,344 restricted; 157 options exercisable |
| 09/10/2025 | 73,139 | <1% | Aggregate position as disclosed in special meeting proxy |
- Hedging/Pledging: Directors are prohibited from hedging (buying/selling puts/calls) absent written approval; none approved. Restricted stock cannot be pledged or transferred during the restricted period; plan restricts award transfer/pledging more generally .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Post‑Txn Ownership | Link |
|---|---|---|---|---|---|
| 01/27/2023 | 01/31/2023 | Award (A) | 25,000 | 315,105 | https://www.sec.gov/Archives/edgar/data/948708/000162828023001820/0001628280-23-001820-index.htm |
| 01/16/2024 | 01/17/2024 | Award (A) | 25,000 | 340,105 | https://www.sec.gov/Archives/edgar/data/948708/000162828024001526/0001628280-24-001526-index.htm |
| 01/23/2025 | 01/27/2025 | Award (A) | 25,000 | 67,514 | https://www.sec.gov/Archives/edgar/data/948708/000162828025002686/0001628280-25-002686-index.htm |
| 10/09/2025 | 10/29/2025 | Award (A) | 7,993 | 75,507 | https://www.sec.gov/Archives/edgar/data/948708/000143774925032252/0001437749-25-032252-index.htm |
Related‑Party Transactions
- Audit Committee reviews/approves related‑party transactions; Company disclosed no transactions >$120,000 involving related persons since the prior fiscal year (low direct conflict exposure) .
Say‑on‑Pay & Shareholder Feedback
| Meeting Date | Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| 06/08/2023 | Advisory vote on NEO compensation | 18,289,450 | 11,391,047 | 1,695,456 | 13,184,920 |
| 06/18/2024 | Advisory vote on NEO compensation | 2,038,235 | 1,305,541 | 348,392 | 2,125,371 |
- Equity plan approvals reflect ongoing equity usage: 2015 Plan amendment (2023); Amended & Restated Omnibus Equity Incentive Plan (2024) approved by shareholders .
Governance Assessment
-
Strengths:
- Independent director with deep capital markets expertise; service on Governance & Nominating and M&A committees aligns with skillset .
- Consistent meeting attendance thresholds met; committee‑based oversight of related‑party transactions and risk .
- Hedging prohibited; restricted stock anti‑pledging and transfer limits improve alignment; no related‑party transactions disclosed .
-
Watch items / RED FLAGS:
- Annual meeting attendance: none of the current directors attended annual stockholder meetings in 2022–2024 (investor engagement concern) .
- Rapid reductions in director equity grant values and cash fees (continued 10% cut into 2024) may signal cost control but could impair attraction/retention; monitor compensation competitiveness and committee’s use of consultants (none engaged in 2023–2024) .
- Ownership fluctuations year‑to‑year; while <1% overall, track for pledging/hedging compliance and changes in award structures .
-
Net: Arno’s independence, transaction oversight and capital markets skill support board effectiveness. Engagement optics (annual meeting attendance) and lean director compensation warrant monitoring for investor confidence and board renewal.