Jennifer Reinke
SMITH MICRO SOFTWAREAbout Jennifer Reinke
Jennifer M. Reinke, 52, serves as Vice President, General Counsel and Secretary at Smith Micro, overseeing corporate governance, compliance and legal affairs; she joined the company in August 2017 and assumed her current officer role in 2021 after prior legal roles at Tollgrade Communications and Reed Smith LLP . Company disclosures emphasize executive pay alignment to performance, noting reductions in base cash and use of performance-based equity, with “compensation actually paid” tracking declines in TSR and persistent net losses in 2022–2024—context for incentive structures that likely apply to key executives alongside NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tollgrade Communications, Inc. | General Counsel and Secretary | Not disclosed | Technology solutions provider in the telecommunications industry |
| Reed Smith LLP | Associate | Not disclosed | Not disclosed |
External Roles
- No external public-company directorships or committee roles are mentioned for Reinke in the proxy or 10-K executive officer disclosures reviewed .
Fixed Compensation
- Executive pay mix shifted: the company instituted a 10% reduction in executive base salaries beginning March 2023 (continuing through 2024 and “to date”) and suspended discretionary and annual cash bonus programs from Q2 2023 through 2024 for NEOs and other key executives; individual base salary and bonus amounts for Reinke are not disclosed .
- Standard benefits include a defined-contribution 401(k) plan with a 20% match, available to named executive officers and executives generally; perquisites are limited, with any tax “gross-up” provisions prohibited under the equity plan .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Determination | Vesting Schedule |
|---|---|---|---|---|---|
| 2024 Annual Revenue (Company) | 25% of total executive RS grant (half of award is performance-based; this metric is one of two quarters) | Defined by Company for FY2024 | Not disclosed | Proportionate to attainment; capped at total performance shares | 25% vests at determination; remaining vests monthly over 36 months, contingent on continuous service |
| 2024 Non-GAAP Operating Expense (Company) | 25% of total executive RS grant (performance-based half) | Defined by Company for FY2024 (excludes SBC, D&A, intangible amortization, personnel severance and reorg) | Not disclosed | Proportionate to attainment; capped at total performance shares | As above: 25% at determination, remainder monthly over 36 months |
| 2024 Quarterly RS awards in lieu of cash bonuses | Mirrors quarterly bonus metrics | Quarterly performance metrics identical to cash bonus program | Not disclosed | Earned based on quarterly performance outcomes | Subject to performance-based vesting; terms identical to prior cash bonus metrics |
| 2023 Annual Revenue (Company) | 25% of total executive RS grant (performance-based half) | Defined by Company for FY2023 | Not disclosed | Proportionate adjustment to performance shares | 25% at determination; remainder monthly over 36 months |
| 2023 Non-GAAP Operating Expense (Company) | 25% of total executive RS grant (performance-based half) | Defined by Company for FY2023 (excludes SBC, D&A, notes & stock offering fees amortization, personnel severance/reorg) | Not disclosed | Proportionate adjustment to performance shares | As above |
| 2023 Quarterly RS awards in lieu of Q3–Q4 cash bonuses | Mirrors quarterly bonus metrics | Quarterly bonus metrics | Not disclosed | As per quarterly performance | Performance-based vesting identical to bonus metrics |
Notes:
- Company grants to “NEOs and other key executives” feature 4-year vesting with half time-based (monthly) and half performance-based tied to revenue and operating expense targets; Reinke’s specific grant size, dates, or values are not individually disclosed .
Equity Ownership & Alignment
- Beneficial ownership tables in 2024 and 2025 list directors and NEOs only; Reinke’s individual share ownership is not separately disclosed in these tables .
- Hedging is prohibited for directors, officers, and employees unless specifically approved in writing; no such approvals have been granted, reinforcing alignment and limiting downside protection strategies that could weaken skin-in-the-game .
- Restricted stock may not be sold, transferred, or pledged during the restriction period; RSU and performance stock award frameworks detail vesting and distribution timing, with explicit ban on excise/income tax gross-up provisions in award agreements .
- Administrative oversight: Reinke frequently signs insiders’ Form 4 filings as attorney-in-fact (e.g., for CEO William W. Smith Jr. and CFO Timothy C. Huffmyer), indicating active involvement in Section 16 compliance processes—examples dated Nov. 2025 and prior period filings .
Employment Terms
- No employment agreement is disclosed for Reinke; company states NEOs have no employment agreements and are terminable at the Board’s discretion (apart from a legacy CEO annuity arrangement), but provides no specific contract terms for non-NEO executives .
- Governance role evidence: Reinke serves as Secretary and has executed corporate documents (e.g., bylaws amendment certificate) and proxy orders of the Board .
Investment Implications
- Incentive mix emphasizes performance-based equity with explicit operating metrics (revenue and non-GAAP opex), vesting that stretches over 3 years post-determination, and strict anti-hedging/anti-pledging rules on restricted securities—structures that align executive retention and shareholder outcomes; individual grant sizes for Reinke are not disclosed, limiting direct pay-for-performance calibration for her role .
- Company-wide reductions in fixed cash and suspension of bonuses (replaced by performance equity) during 2023–2024 increase dependence on equity valuation; with disclosures noting “compensation actually paid” aligned to TSR declines and net losses, equity underperformance can elevate retention risk among non-NEO key executives, including legal leadership, unless awards reprice or performance thresholds adjust—which the plan expressly discourages (no backdating, fair market value option pricing) .
- Legal continuity and governance control: Reinke’s longstanding GC/Secretary tenure and role in Section 16 processes are stabilizing from a control-risk perspective, particularly amid finance leadership transitions (e.g., CFO change in May–June 2025), reducing disclosure and compliance disruption exposure for investors tracking governance quality .