Thomas G. Campbell
SMITH MICRO SOFTWAREAbout Thomas G. Campbell
Independent director of Smith Micro Software, Inc. (SMSI); age 74; director since 1995. Former Executive Vice President at King Printing, Inc. (1999–Oct 2021), with prior senior roles in operations and corporate turnarounds; attended Boston University. Brings extensive executive management experience in retail/consumer products, with strengths in leadership, management, financial, international business and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| King Printing, Inc. | Executive Vice President | 1999–Oct 2021 | Senior executive management |
| Complete Concepts, Ltd. | Vice President of Operations | 1996–1999 | Operations leadership |
| Independent Consultant | Corporate turnarounds | 1995 | Restructuring focus |
| Laser Atlanta Optics, Inc. | Chief Operating Officer | 1995 | COO responsibilities |
| Hayes Microcomputer Products, Inc. | VP Operations & Business Development; COO and director at Practical Peripherals (subsidiary) | 1985–1995 | Senior management, subsidiary board member |
| Digital Equipment Corporation | Employee (technical/management) | Pre-1985 | Tech/management roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cummings Foundation | Volunteer—grant program support | Since Feb 2021 | Non-profit engagement |
| Rivier University | Volunteer | Since Sep 2023 | Academic involvement |
Board Governance
- Committee memberships: Audit, Compensation, Governance & Nominating; not Chair of these committees (Audit Chair is Samuel Gulko) .
- Independence: Board determined all directors except CEO are independent; Campbell is independent .
- Attendance: Each director attended at least 75% of aggregate Board and applicable committee meetings in 2024; however, none of the current directors attended the 2024 annual meeting of stockholders (engagement optics) .
- Board leadership: Combined Chairman/CEO structure with no lead independent director; independent directors hold executive sessions (no frequency disclosed) .
- Audit Committee report signatory: Campbell signed the Audit Committee report, reflecting active Audit oversight .
Fixed Compensation (Director)
| Item | 2024 Value | Detail |
|---|---|---|
| Annual cash fees | $27,000 | Quarterly fee of $7,500 with a 10% reduction maintained through 2024 |
| Stock awards (grant-date fair value) | $19,500 | 3,125 restricted shares granted Jan 16, 2024 at $6.24/share; 12-month equal vesting |
| Total | $46,500 | Cash + equity |
- As of Dec 31, 2024, each director held 260 shares of unvested restricted stock from director grants .
Performance Compensation (Director equity mechanics)
| Feature | Structure | Notes |
|---|---|---|
| Director equity grant | 3,125 restricted shares (Jan 16, 2024) | Vests in equal installments over 12 months |
| Hedging/pledging policy | Prohibited for directors unless approved (no approvals disclosed) | Aligns with shareholder interests |
No performance metrics disclosed for director equity; executive incentive metrics are revenue and non-GAAP operating expense for management, not applicable to directors .
Other Directorships & Interlocks
- No public company directorships disclosed for Campbell beyond SMSI .
- Related party transactions disclosed for CEO’s trust and a director (Andrew Arno) via a registered direct offering; no transactions disclosed involving Campbell personally .
Expertise & Qualifications
- Executive operations and turnaround experience; governance and financial oversight; international business background .
- Active participation on Audit and Compensation committees (financial literacy implied; Audit Committee members are able to read and understand fundamental financial statements) .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Apr 10, 2025 | 29,213 | <1% (asterisked) | Listed as unrestricted shares |
| Sep 10, 2025 | 29,213 | <1% (asterisked) | Footnote indicates all such shares unrestricted |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025-10-09 | Award (A) | 7,993 | $0.00 | 37,206 | |
| 2025-03-14 | Sale (S) | 10,000 | $0.71 | 29,213 | |
| 2025-01-23 | Award (A) | 25,000 | $0.00 | 39,213 | |
| 2024-01-16 | Award (A) | 25,000 | $0.00 | 113,700 |
Note: SMSI executed a 1-for-8 reverse stock split in April 2024, which affects share counts when comparing grants across periods (context from proxy’s pay-versus-performance narrative) .
Governance Assessment
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Strengths:
- Multi-committee service (Audit, Compensation, Governance & Nominating) enhances board effectiveness; independence affirmed .
- Active Audit oversight (signatory on Audit Committee report) .
- Director equity grants plus insider-trading policy prohibiting hedging/pledging support alignment with shareholders .
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Potential Red Flags:
- Combined Chairman/CEO with no lead independent director may weaken independent oversight; best-practice governance often favors separation or a lead independent director .
- Annual meeting engagement: none of the current directors attended the 2024 annual meeting, which can be perceived negatively by investors focused on board-shareholder engagement .
- Compensation Committee did not engage an independent compensation consultant in 2024, potentially reducing external benchmarking rigor for executive pay decisions (Campbell sits on Comp Committee) .
-
Related-party exposure: No transactions disclosed involving Campbell; broader company related-party transactions were reviewed/approved by Audit Committee (mitigating process control) .
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Ownership alignment:
- Personal beneficial ownership is modest (<1%), but accompanied by annual equity grants; company policy restricts hedging/pledging, supporting alignment .