Samuel Gulko
SMITH MICRO SOFTWAREAbout Samuel Gulko
Independent director at Smith Micro Software (SMSI) since 2004; age 93. He chairs the Audit Committee and is designated as the Board’s “financial expert” under SEC rules. Background spans public-company CFO (Neotherapeutics/Spectrum Pharmaceuticals), prior audit partner at Ernst & Young, and decades as a CPA and consultant. He holds a B.S. in Accounting from the University of Southern California .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neotherapeutics, Inc. (now Spectrum Pharmaceuticals, Inc.) | CFO; VP Finance; Secretary; Treasurer; Director | 1996–2002 | Senior finance leadership; public-company board service |
| Ernst & Young LLP | Audit Partner | Not disclosed (prior to 1996) | Public accounting, audit leadership |
| Various private companies | Part-time CFO | Earlier in career | Financial management for private firms |
| Self-employed | Certified Public Accountant and business consultant | Earlier in career | Advisory and tax services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent practice | Tax and consulting services (part-time) | 2002–present | Ongoing advisory work to limited clients |
Board Governance
- Committee assignments and roles:
- Audit Committee: Chair; Board-designated financial expert; all members independent under Nasdaq and Rule 10A-3; oversees financial reporting, auditor independence, related-party transactions, disclosure controls, and cybersecurity risk oversight .
- Compensation Committee: Member; all members independent; administers executive/director pay and equity plan; no compensation consultants used in 2024 or 2023 .
- Attendance and engagement:
- 2024: Board held 11 meetings; each director attended at least 75% of Board/committee meetings; none of the current directors attended the 2024 annual meeting .
- 2023: Board held 8 meetings; each director attended at least 75%; none of the current directors attended the 2023 annual meeting .
| Topic | 2023 | 2024 |
|---|---|---|
| Board meetings held (number) | 8 | 11 |
| Audit Committee meetings (number) | 6 | 5 |
| Compensation Committee meetings (number) | 3 | 2 |
| Director attendance threshold met (≥75%) | Yes | Yes |
| Director attendance at annual shareholder meeting | None attended | None attended |
Fixed Compensation (Director Fees)
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 27,750 | 77,500 | 105,250 |
| 2024 | 27,000 | 19,500 | 46,500 |
- Quarterly director fee was set at $7,500, with a temporary 10% reduction applied throughout 2023 and continued through 2024 .
Performance Compensation (Equity and Incentive Design)
| Grant Year | Grant Date | Instrument | Shares | Grant-Date Value/Share | Vesting |
|---|---|---|---|---|---|
| 2023 | Jan 27, 2023 | Restricted Stock | 3,125 | $24.80 | Vests in 12 equal installments over 12 months |
| 2024 | Jan 16, 2024 | Restricted Stock | 3,125 | $6.24 | Vests in 12 equal installments over 12 months |
| Incentive Metric (for executive pay overseen by Comp Committee) | 2023 Usage | 2024 Usage |
|---|---|---|
| Total revenue | Included in goals | Included in goals |
| Non-GAAP operating expense | Included in goals | Included in goals |
| Operational performance and revenue growth objectives | Included (additional current-year metrics) | Not specifically cited beyond revenue/opex |
Additional design features and policies:
- No stock option awards were granted during 2024 under the Equity Plan .
- Equity Plan prohibits option repricing without prior stockholder approval; minimum one-year vesting; 10-year plan term (to June 18, 2034) .
- Non-employee director annual cap: total value of equity plus cash fees may not exceed $500,000 per fiscal year (limited exceptions) .
- Clawback: Committee may recoup cash or equity incentive compensation upon financial restatements when compensation would not have been earned .
- Insider trading/hedging policy: directors, officers, employees prohibited from hedging and trading in publicly-traded options (puts/calls) on company stock, absent written approval; no such approvals have been granted .
Compensation Mix (Cash vs Equity)
| Year | Cash as % of Total | Equity as % of Total |
|---|---|---|
| 2023 | 26.4% (27,750 / 105,250) | 73.6% (77,500 / 105,250) |
| 2024 | 58.1% (27,000 / 46,500) | 41.9% (19,500 / 46,500) |
Notable shift toward cash in 2024 driven by much lower grant-date equity value versus 2023 .
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Neotherapeutics, Inc. (now Spectrum Pharmaceuticals, Inc.) | Director | 1996–2002 | Prior public company board service |
| Current public company boards | — | — | Proxy biography does not list current public company directorships for Mr. Gulko |
Expertise & Qualifications
- Financial expert (SEC definition); Audit Committee Chair .
- Former public-company CFO and prior EY audit partner; deep accounting, audit, and financial reporting expertise .
- Oversight of cybersecurity risk management as part of Audit Committee responsibilities .
- B.S., Accounting, University of Southern California .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 24,940 |
| Shares outstanding reference date | 9,601,582 (as of Apr 29, 2024) |
| Ownership as % of shares outstanding | ~0.26% (24,940 / 9,601,582) |
| Unvested director restricted shares outstanding at 12/31/2024 (per director) | 260 shares |
| Hedging policy | Hedging and trading in publicly-traded options prohibited; no exceptions granted |
Governance Assessment
-
Positives
- Audit Committee Chair and SEC-defined financial expert; strong financial oversight credentials .
- Committee independence confirmed for Audit and Compensation; no compensation consultants retained in 2024/2023, reducing potential advisor conflicts .
- Audit Committee explicitly oversees cybersecurity risk, disclosure controls, and related-party transaction review—clear governance scope .
- Equity Plan includes clawback and prohibits option repricing; director comp capped at $500k/year—shareholder-friendly controls .
-
Watch items / RED FLAGS
- Annual meeting engagement: none of the current directors attended the 2023 or 2024 annual meetings—signals weak visible shareholder engagement .
- Board refreshment/tenure: director since 2004 with advanced age (93) may raise succession and refreshment considerations despite expertise .
- Compensation mix shift: 2024 saw materially lower equity value and a tilt toward cash; while fiscally conservative, it weakens direct equity alignment versus 2023 .
-
Neutral/Context
- Attendance threshold met (≥75%) for Board and applicable committees in 2023 and 2024 .
- No option grants in 2024; director equity via time-based restricted stock, not performance-based awards (typical for non-employee directors) .
No related-party transactions, pledging, or other conflicts were disclosed for Mr. Gulko in the cited proxy materials; the Audit Committee reviews and must approve any such transactions .