Chetan Sharma
SMITH MICRO SOFTWAREAbout Chetan Sharma
Independent director at Smith Micro Software (SMSI) since April 2022; age 55 (2025 proxy) / 54 (2024 proxy). Founder and CEO of Chetan Sharma Consulting (since 2000), with earlier roles at Luminant Worldwide (director, Emerging Solutions & Wireless) and Cellular Technical Services (systems engineering/product management). Education: B.S. Electrical Engineering (Indian Institute of Technology) and M.S. Electrical & Computer Engineering (Kansas State University). Term runs to the 2026 annual meeting; brings more than 20 years of strategic advisory experience in wireless technology to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chetan Sharma Consulting | Founder & CEO | Since 2000 | Strategic advisory across mobile/media/tech; industry perspectives for SMSI |
| Luminant Worldwide | Director, Emerging Solutions & Wireless practices | Prior to 2000 (not further disclosed) | Consulting leadership in wireless; relevant domain expertise |
| Cellular Technical Services | Systems engineering & product management | Early career (not further disclosed) | Product/engineering exposure in fraud prevention for wireless networks |
External Roles
- No other public company directorships disclosed in SMSI’s 2024–2025 proxy statements for Sharma .
Board Governance
| Committee | Sharma Role | Independence (per Board) | 2024 Meetings | Notes |
|---|---|---|---|---|
| Mergers & Acquisitions (M&A) | Member | Yes (all M&A members independent) | 0 (did not meet in 2024) | Evaluates M&A, strategic investments, divestitures; oversees due diligence |
| Audit | Not a member | — | Audit met 5x in 2024 (committee-level) | Membership: Campbell, Gulko (Chair/Financial Expert), Keddy, Szabo |
| Compensation | Not a member | — | Compensation met 2x in 2024 | Membership: Campbell, Elfman, Gulko |
| Governance & Nominating | Not a member | — | Governance met 2x in 2024 | Membership: Arno, Campbell, Elfman |
- Board meeting cadence and attendance: Board held 11 meetings in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings. No current directors attended the 2024 annual meeting of stockholders (engagement watchpoint) .
- Director status: Listed as a continuing director with term ending at 2026 annual meeting .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees (annual) | $27,750 | $27,000 |
| Quarterly fee policy | $7,500/quarter with 10% temporary reduction in place (continued through 2024) | 10% reduction continued throughout 2024 |
| Meeting/committee fees | Not separately disclosed | Not separately disclosed |
- Board disclosed ongoing 10% temporary reduction in board fees initiated March 2023 and maintained through 2024 .
Performance Compensation
| Grant Year | Grant Date | Shares Granted | Grant-Date Share Value | Reported Grant-Date Fair Value (Director) | Vesting |
|---|---|---|---|---|---|
| 2023 | Jan 27, 2023 | 3,125 | $24.80 per share | $77,500 (Sharma total stock awards) | Equal installments over 12 months from grant |
| 2024 | Jan 16, 2024 | 3,125 | $6.24 per share | $19,500 (Sharma total stock awards) | Equal installments over 12 months from grant |
- Equity award form: restricted stock (no stock options granted to executives in 2024; director equity also in restricted shares). Timing independent of MNPI; no backdating program .
- As of Dec 31, 2024 each director held 260 unvested restricted shares under director awards .
Other Directorships & Interlocks
- No other public-company boards disclosed for Sharma; principal occupation is CEO of Chetan Sharma Consulting .
- Not on Audit or Compensation committees (reduces conflict vectors); M&A Committee independence affirmed by Board .
Expertise & Qualifications
- Wireless/telecom strategy expert with >20 years advising leading wireless technology companies .
- Technical foundation: IIT (B.S. EE) and Kansas State (M.S. ECE) .
- Brings strategic and operational insight into issues material to SMSI’s success .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Feb 6, 2024 | 69,082 | <1% (asterisk) | Beneficial ownership table in 2024 proxy |
| Dec 31, 2024 | 260 unvested restricted shares (director award holding) | — | Unvested component only; separate from beneficial table |
| Apr 10, 2025 | 8,636 | <1% (asterisk) | All such shares unrestricted (note 4) |
| Sept 10, 2025 | 8,636 | <1% (asterisk) | All such shares unrestricted (note 4) |
- Hedging/derivative transactions: Directors, officers, employees are prohibited from hedging transactions (e.g., buying/selling puts/calls) unless pre-approved; no such transactions have been approved .
- Pledging: No pledging by Sharma disclosed in the proxies reviewed .
Governance Assessment
-
Strengths
- Independent director with deep wireless/telecom domain expertise; M&A Committee member; Board has affirmed independence of all M&A members .
- Attendance: at least 75% of Board and applicable committees in 2024 (meets common governance thresholds) .
- Alignment: director cash fees reduced via 10% fee cut continuing through 2024; equity awards granted annually and vest over 12 months; no hedging permitted (strong alignment policy) .
-
Watchpoints / Red Flags
- M&A Committee did not meet in 2024 (committee effectiveness/engagement risk if strategic activity is material) .
- No current directors attended the 2024 annual meeting (optics on shareholder engagement) .
- Broader related-party environment: 2024 financing transactions included a private placement with the CEO’s family trust and a registered direct offering including a director-affiliated entity (Andrew Arno/Unterberg); all reviewed/approved under Audit Committee oversight with conflicted directors excluded. While not implicating Sharma, these elevate governance scrutiny at the board level .
-
Independence/Conflicts
- No related-party transactions involving Chetan Sharma disclosed in 2024–2025 proxies reviewed; M&A independence affirmed; Audit Committee reviews related-party transactions .
-
Compensation signals
- Sharp YoY reduction in director equity fair value (2023: $77,500 → 2024: $19,500) alongside continued 10% fee reduction reflects cost containment and tighter equity usage; no director options; equity strictly time-based RS .
Overall: Sharma appears independent with relevant industry expertise and acceptable attendance, but M&A Committee inactivity in 2024 and lack of annual meeting attendance are engagement flags to monitor. The broader board’s related-party capital raises were subject to Audit Committee process; continued vigilance on conflicts and shareholder engagement is warranted .