Steven L. Elfman
SMITH MICRO SOFTWAREAbout Steven L. Elfman
Independent director (since 2014) with deep carrier- and network-operations expertise; age 69. Former President of Network Operations & Wholesale at Sprint (joined Sprint senior leadership in 2008), with prior senior roles at Infospace Mobile (EVP), Motricity (President & COO), Terabeam (EVP Operations), AT&T Wireless (CIO), GE Capital/Fleet (CIO), and 3M (head of IT for international operations). Holds a degree in computer science and business from the University of Western Ontario. Tenure on SMSI board runs through the 2027 annual meeting term.
Past Roles
| Organization | Role | Source details |
|---|---|---|
| Sprint | Former President, Network Operations & Wholesale | Joined Sprint senior leadership team in 2008; role included product, technology development, network, wholesale operations, value-added services, procurement/real estate, and digital; Sprint acquired by T-Mobile in 2020. |
| Infospace Mobile | EVP (mobile data technology services) | Later became President & COO at Motricity after acquisition of Infospace Mobile. |
| Motricity | President & Chief Operating Officer | Role following acquisition of Infospace Mobile. |
| Terabeam | EVP, Operations | Senior operating role. |
| AT&T Wireless | Chief Information Officer | Enterprise CIO role. |
| GE Capital (Fleet Services) | CIO | Enterprise CIO role. |
| 3M Company | Head of IT, International Operations | Led international IT operations. |
External Roles
| Organization | Role | Committee/Impact |
|---|---|---|
| Syntonic Limited | Non-executive Chairman; Director | Served on compensation committee. |
| Affirmed Networks, Inc. | Director | Mobile network solutions company. |
| CollabIP, Inc. | Director | Communications intelligence platform provider. |
| Competitive Carriers Association | Director | Industry association. |
| Bethany College | Director/Trustee | Non-profit/academic governance. |
| Clearwire | Director | Wireless broadband. |
Board Governance
- Committee assignments: Compensation Committee; Governance & Nominating Committee; Mergers & Acquisitions (M&A) Committee.
- Independence: Board determined all directors except the CEO are independent (Elfman is independent).
- Attendance/engagement: Board met 11 times in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings. No current directors attended the 2024 annual meeting.
- Committee activity context: Compensation Committee held 2 meetings in 2024 and did not engage a compensation consultant; Governance & Nominating held 2 meetings; M&A Committee did not meet in 2024.
- Board structure and oversight: CEO also serves as Chair; no Lead Independent Director; independent directors meet in executive session without management.
Fixed Compensation (Director)
| Year | Cash fees (retainer/committee, $) | Equity grant (grant-date fair value, $) | Total ($) |
|---|---|---|---|
| 2024 | 27,000 | 19,500 | 46,500 |
- Structure: Non-employee directors received $7,500 quarterly fee, with a temporary 10% reduction maintained since March 2023 through 2024 (effective $6,750/quarter).
Performance Compensation (Director)
| Grant date | Award type | Shares granted | Grant-date fair value ($) | Vesting |
|---|---|---|---|---|
| 2024-01-16 | Restricted Stock | 3,125 | 19,500 | Vests in 12 equal monthly installments over 12 months. |
- Unvested balance: As of 2024-12-31, each director held 260 unvested restricted shares (residual from the 12‑month vesting schedule).
- Note: No performance metrics tied to director equity were disclosed; vesting is time-based.
Other Directorships & Interlocks
- Current public-company directorships: None disclosed for Elfman in the 2025 proxy.
- Related-party/Interlocks at SMSI: Related-party financings in 2024 involved the CEO’s trust and a fund affiliated with Director Andrew Arno; no transactions involving Elfman were disclosed.
Expertise & Qualifications
- Telecommunications and wireless carrier operations leadership; extensive network/product/technology oversight at Tier-1 carriers (Sprint, AT&T Wireless).
- Enterprise CIO experience (AT&T Wireless, GE Capital/Fleet, 3M international).
- Board leadership and compensation-committee experience (Syntonic).
- Academic credentials in computer science and business from the University of Western Ontario.
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (shares) | 48,594; all unrestricted. |
| Unvested restricted shares (as of 12/31/2024) | 260. |
| Shares outstanding reference | 19,458,750 shares outstanding as of 2025-04-10 (basis for ownership percentages in the proxy). |
- Hedging/Pledging: Company policy prohibits directors from hedging (e.g., puts/calls/other hedges); no hedging transactions have been approved. Pledging was not explicitly discussed.
- Section 16 compliance: Company reported timely Section 16 filings in 2024, with noted delays only for the CEO and CFO; no exceptions noted for Elfman.
Governance Assessment
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Strengths
- Independent director with deep telecom/carrier operations expertise; sits on Compensation and Governance & Nominating Committees, aligning skills with oversight needs.
- Ownership alignment via equity retainer; 48,594 shares beneficially owned; unvested equity indicates ongoing alignment.
- Hedging is prohibited for directors, supporting alignment with long-term shareholders.
-
Watch items / potential red flags
- Board leadership: CEO/Chair combined and no Lead Independent Director, elevating the importance of robust committee oversight and executive sessions.
- Engagement optics: No directors attended the 2024 annual meeting, which can be perceived negatively by some investors.
- Committee activity: M&A Committee did not meet in 2024, which may prompt questions on mandate/necessity versus pipeline.
- Compensation oversight: Compensation Committee did not use an independent compensation consultant in 2024.
-
Conflicts/related-party exposure
- No Elfman-specific related-party transactions disclosed; the Audit Committee reviews and must approve any such transactions.
-
Director compensation mix & signals
- Moderate cash plus time-based equity; temporary 10% fee reduction maintained through 2024 signals cost discipline; equity vesting over 12 months supports near-term alignment.