Gregory J. Szabo
SMITH MICRO SOFTWAREAbout Gregory J. Szabo
Independent director of Smith Micro Software (SMSI); age 77. Re-joined the Board in 2011 after prior service from 2001–2010. He brings 30+ years of wireless communications senior management experience, including AirTouch/Vodafone network leadership, and holds B.S. and M.S. degrees in Electrical Engineering from Ohio University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AirTouch | Senior Vice President – Network Services (eastern U.S. cellular systems) | Not disclosed | Directed engineering and operations for cellular networks |
| Vodafone AirTouch | Executive Director, Global Technology | Not disclosed | Led global technology functions |
| Motorola | Managerial positions | Not disclosed | Wireless/telecom operations management |
| Martin Marietta (now Lockheed Martin) | Managerial positions | Not disclosed | Operations/engineering management |
| Ertek Inc. | Co‑founder (RFID antenna manufacturing systems) | Not disclosed | Start-up leadership/industrial tech |
External Roles
| Category | Role/Entity | Notes |
|---|---|---|
| Public company boards | None disclosed | No other current public directorships cited in SMSI’s proxy |
| Private/non-profit/academic boards | Not disclosed | No external boards noted in biography |
Board Governance
- Independence: The Board determined all directors other than the CEO/Chair are independent; Szabo is independent .
- Committees: Member, Audit Committee; Member, Mergers & Acquisitions (M&A) Committee .
- Chair roles: Not a committee chair; Audit Committee chair is Samuel Gulko (financial expert) .
- Attendance and activity:
- Board met 11 times in 2024; each director attended ≥75% of applicable meetings .
- Audit Committee held 5 meetings in 2024 .
- M&A Committee did not meet in 2024 .
- Board leadership: Combined Chair/CEO; no Lead Independent Director; independent directors hold executive sessions without management .
Fixed Compensation (Director)
| Component | Amount | Period/Terms |
|---|---|---|
| Cash retainer | $27,000 | 2024 total fees for each non‑employee director |
| Quarterly fee structure | $7,500 per quarter baseline; 10% temporary reduction maintained | Reduction continued through 2024; aligns with the $27,000 total |
| Committee/meeting fees | Not separately itemized | Proxy notes quarterly fees for Board and committee service; no additional meeting fees disclosed |
Performance Compensation (Director)
| Equity Award | Grant Date | Shares | Grant-Date Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock | Jan 16, 2024 | 3,125 | $19,500 | Vests in equal monthly installments over 12 months | $6.24 per share grant price; same award to each non‑employee director |
- Performance metrics: Non‑employee director equity awards are time‑based; no TSR/financial/ESG metrics disclosed for director compensation .
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Interlocks/related parties | SMSI disclosed related‑party financings involving the CEO’s trust and director Andrew Arno’s entity; no disclosures identify Szabo as a participant |
Expertise & Qualifications
- Deep executive experience in wireless network engineering/operations (AirTouch/Vodafone; Motorola), and industrial/RFID systems (Ertek) .
- Technical credentials: B.S. and M.S. in Electrical Engineering (Ohio University) .
- Governance/oversight: Active Audit Committee member; signatory to Audit Committee report as a member .
Equity Ownership
| Metric | Apr 10, 2025 | Sep 10, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 53,000 | 53,000 |
| Ownership % of outstanding | <1% | <1% |
| Notes | All shares unrestricted | All shares unrestricted |
Citations: Ownership table and footnotes ; updated company ownership table later in 2025 also shows 53,000 shares for Szabo .
Additional alignment details:
- Unvested director RS as of Dec 31, 2024: 260 shares per director (remaining from 2024 grant schedule) .
- Hedging policy: Directors, officers, and employees are prohibited from engaging in hedging transactions (e.g., buying/selling puts/calls on company stock); no such transactions have been approved .
Governance Assessment
-
Positives
- Independent director with deep wireless operations and technology leadership; serves on Audit and M&A committees, contributing to financial oversight and strategic review .
- Attendance threshold met; Board and Audit Committee were active in 2024; Szabo listed among Audit Committee members signing the committee report .
- Pay alignment: Modest director pay mix with time‑based equity; 2024 director equity valued at $19,500 supports ownership alignment; hedging prohibited, reinforcing alignment with shareholders .
- No Szabo‑specific related‑party transactions disclosed .
-
Watch items / potential red flags (board‑level context)
- No Lead Independent Director and combined Chair/CEO structure may dilute independent board leadership .
- Related‑party financings with insiders (CEO trust; a director’s affiliated entity) heighten governance scrutiny, though not involving Szabo .
- M&A Committee inactivity in 2024 (0 meetings) may reflect limited strategic activity or under‑utilization of committee bandwidth .
-
Overall view: Szabo appears to be an independent, experienced telecom operator contributing on Audit/M&A with satisfactory attendance and straightforward director pay/ownership alignment; key governance sensitivities stem from overall board leadership structure and separate insider‑related financings (not attributed to Szabo) .