Asha Keddy
SMITH MICRO SOFTWAREAbout Asha Keddy
Asha Keddy is an independent director of Smith Micro Software (SMSI), serving since April 2022. She is 50 years old and previously served as Corporate Vice President & General Manager, Next Generation Systems & Standards (5G) at Intel; she retired from Intel in March 2023. She holds a B.S. in Computer Engineering (University of Mumbai) and an M.S. in Computer Science (Clemson University), with deep 5G/wireless ecosystem expertise and extensive standards leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | Corporate VP & GM, Next Generation Systems & Standards (5G) | 2019–Mar 2023 | Led 5G/Wi‑Fi market strategy, standards creation, ecosystem enablement; global spokesperson incl. U.S. Senate testimony |
| Intel Corporation | Vice President & GM, Client, IoT & Systems Architecture, Next Generation | May 2015–Jan 2019 | Product and architecture leadership across client/IoT; cross‑ecosystem policy governance |
| Intel Corporation | Various leadership positions | 1999–2015 | Operational leadership, mergers & acquisitions due diligence, finance and strategic decision‑making |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| CTIA (U.S. wireless industry association) | Board of Directors | Since 2018 | Industry policy and standards advocacy |
| 5G Americas | Board of Governors | Ongoing | Advancement of LTE/5G technologies across providers/manufacturers |
| Women’s Tech Network | Advisory Board | Since Feb 2022 | Gender diversity advocacy, talent-company connectivity |
| Wi‑Fi Alliance | Board of Directors (prior) | 2012–2015 (prior) | Wi‑Fi standards ecosystem leadership |
| Innovative Optical Wireless Network Global Forum | Co‑founder (representing Intel) | 2019 | Industry forum founding for optical/wireless convergence |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee comprises Campbell, Gulko (Chair, financial expert), Keddy, and Szabo; all members are independent and financially literate. Audit Committee held six meetings in 2023 .
- Independence: Board determined all directors except CEO/Chair William W. Smith, Jr. are independent; there is no lead independent director .
- Attendance and engagement: The Board held eight meetings in 2023; each director attended at least 75% of Board and applicable committee meetings. No current directors attended the 2023 annual meeting of stockholders (engagement signal) .
- Related-party controls: Audit Committee oversees related-party transactions; Company disclosed no related‑party transactions >$120,000 since the beginning of the last fiscal year .
Fixed Compensation
Director compensation for Keddy (cash retainer plus time‑based restricted stock). The Board implemented a temporary 10% reduction in director fees beginning March 14, 2023; restoration is tied to achieving non‑GAAP profitability .
| Metric | FY 2022 | FY 2023 |
|---|---|---|
| Fees earned or paid in cash ($) | $22,500 | $27,750 |
| Stock awards ($) (grant date fair value) | $65,818 | $77,500 |
| Total ($) | $88,318 | $105,250 |
Annual equity grant details:
| Detail | FY 2022 | FY 2023 |
|---|---|---|
| Grant date | Apr 11, 2022 | Jan 27, 2023 |
| Shares granted | 18,082 | 3,125 |
| Fair value per share ($) | $3.64 | $24.80 |
| Vesting schedule | Equal installments over 9 months from grant date | Equal installments over 12 months from grant date |
| Unvested shares outstanding at year‑end | 2,009 as of 12/31/2022 | 261 as of 12/31/2023 |
Performance Compensation
- No performance‑based metrics (e.g., revenue, EBITDA, TSR) are disclosed for non‑employee director compensation; awards vest time‑based only .
| Performance Metric Category | Disclosure |
|---|---|
| Financial/TSR/ESG metrics tied to director pay | None disclosed for directors |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in SMSI proxy biography for Keddy |
| Trade/industry boards | CTIA (Board), 5G Americas (Board of Governors), Women’s Tech Network (Advisory), Wi‑Fi Alliance (prior) |
| Interlocks with SMSI competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Wireless/5G standards and ecosystem expertise; extensive industry forum leadership (3GPP, IEEE, Wi‑Fi Alliance, ETSI, Open‑RAN cited in role descriptions) .
- Senior operating experience; M&A review/due diligence; finance and strategic decision‑making; global policy engagement including testimony before U.S. Congress .
- Audit Committee literacy: Board determined Audit Committee members (including Keddy) can read and understand fundamental financial statements; Audit Chair Gulko is the designated “financial expert” .
Equity Ownership
| Ownership Detail | As of 12/31/2023 | As of 9/10/2025 |
|---|---|---|
| Shares beneficially owned | — | 34,136 |
| Percent of shares outstanding | — | <1% (asterisk denoting <1%) |
| Restricted vs. unrestricted | 261 unvested RS as of year‑end | All unrestricted |
| Shares pledged as collateral | Not disclosed | Not disclosed |
Notes:
- Beneficial ownership table is based on 21,458,637 shares outstanding as of Sept 10, 2025; director holdings marked “*” indicate less than 1% .
Governance Assessment
- Strengths: Independence; relevant technical and standards expertise enhances Audit Committee’s oversight of cybersecurity risks and technology disclosures; attendance ≥75% and active committee service .
- Alignment: Holds SMSI stock; latest holdings all unrestricted; annual director equity awards vest time‑based, providing moderate alignment without short‑term performance pressure .
- Controls/Conflicts: No related‑party transactions >$120,000; Audit Committee reviews all related‑party matters .
- Engagement/Structure RED FLAGS:
- No current directors attended the 2023 annual meeting—potential investor‑relations engagement concern .
- Combined CEO/Chair role and absence of a lead independent director—board leadership concentration risk .
- Compensation signals: 2023 temporary 10% fee reduction for directors tied to non‑GAAP profitability targets suggests cash conservation and performance sensitivity; grants remain time‑based (no disclosed performance metrics), typical for small‑cap governance but limits pay‑for‑performance signaling for directors .