Companies Smartbird, Inc.
Smartbird (BIRD): executive pay, fiscal 2025
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CEO pay, last three years
- $1,607,915FY2023
- $1,180,452FY2024
- $968,993FY2025
CEO total pay was $968,993 in fiscal 2025, down from $1,180,452 in fiscal 2024.
FY2025: salary $500,000 · bonus $0 · stock awards $454,993 · option awards $0
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Executives and directors
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Joe Vernachio | $500,000 | $0 | $454,993 | $0 | $0 | $0 | $14,000 | $968,993 |
| Former President, Chief Executive Officer and Secretary, and Former Chief Operating Officer | ||||||||
| Ann Mitchell | 385,000 | 0 | 206,955 | 0 | 0 | 0 | 12,245 | 604,200 |
| Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Joe Vernachio | $968,993 | $1,180,452 | $1,607,915 | ↓ −211,459 |
| Ann Mitchell | 604,200 | 739,812 | 2,286,606 | ↓ −135,612 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The Company is an emerging growth company and relies on exemptions from certain disclosure requirements, including the Compensation Discussion and Analysis. Executive compensation is designed to provide appropriate incentives to achieve defined performance goals.
| CEO STI target (% of salary) | 80% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Joe Vernachio | PSU | 2025-04-18 | — | — | 27,409 | — | — |
| Joe Vernachio | RSU | 2025-04-18 | — | — | 63,955 | — | — |
| Joe Vernachio | RSU | 2024-03-15 | — | — | 6 | — | 600,000 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Joe Vernachio | $600,000 | $0 | $0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Joe Vernachio | RSU | 4,167 | — | $17,085 |
| Ann Mitchell | RSU | 10,000 | — | 41,000 |
| Joe Vernachio | RSU | 13,643 | — | 55,936 |
| Ann Mitchell | RSU | 14,334 | — | 127,788 |
| Ann Mitchell | Option | 25,000 | 25 | — |
| Ann Mitchell | RSU | 25,856 | — | 180,216 |
| Joe Vernachio | RSU | 42,637 | — | 174,812 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Lily Yan HughesIndependent · Management Compensation and Leadership · Nomination and Governance · Partial-year service | $11,250 | $200,000 | — | — | $0 | $211,250 |
| Dick BoyceIndependent · Audit · Nomination and Governance · Not standing for re-election | 80,000 | 55,800 | — | — | 0 | 135,800 |
| Dan LevitanIndependent · Audit · Management Compensation and Leadership | 75,000 | 55,800 | — | — | 0 | 130,800 |
| Ravi ThanawalaIndependent · Audit | 90,000 | 55,800 | — | — | 0 | 125,800 |
| Joseph ZwillingerIndependent | 50,000 | 55,800 | — | — | 0 | 105,800 |
| Timothy BrownIndependent | 0 | 0 | — | — | 100,000 | 100,000 |
| Joe VernachioEmployee director · Departed during FY | — | — | — | — | — | 0 |
| Nadia CarlstenEmployee director · Partial-year service | — | — | — | — | — | 0 |
| Daniel KasunIndependent · Partial-year service · Newly elected | — | — | — | — | — | — |
| Elizabeth MoraIndependent · Compensation (Chair) · Nominating and Governance (Chair) · Partial-year service · Newly elected | — | — | — | — | — | — |
Board fee structure and ownership guideline
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $150,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $306,250 |
| Equity awards (grant-date value) | $423,200 |
| All other compensation | $100,000 |
| Total cost of the board | $829,450 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Smartbird as a peer
Companies that benchmark against BIRD
1 company names BIRD as a compensation peer
- Bark, Inc.BARKFY2025
Each company listed discloses BIRD in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named BIRD in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Smartbird, Inc. | 2025 | Joe Vernachio | $500,000 | $454,993 | $0 | $0 | $968,993 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-09-30 | — | — | — | — | — |
| 2025 | 2025-06-06 | — | — | — | — | — |
| 2024 | 2024-08-13 | — | — | — | — | — |
| 2023 | 2023-06-09 | — | — | — | — | — |
| 2022 | 2022-06-10 | — | — | — | — | — |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-09-30 | —a |
| 2025 | 2025-06-06 | —b |
| 2024 | 2024-08-13 | —c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
Insider trades since the proxy
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Dick Boyce | Director | 2026-08-25 | D | 9,200 | $2 | $21,896 | Common | Form 4 ↗ |
| Ann Mitchell | Chief Financial Officer | 2026-09-02 | D | 1,755 | 2 | 4,282 | Common | Form 4 ↗ |
| Nadia Carlsten | Director | 2026-09-02 | D | 36,315 | 2 | 88,609 | Common | Form 4 ↗ |
| Dick Boyce | Director | 2026-09-18 | D | 48,277 | — | — | Derivative, Class A Common | Form 4 ↗ |
| Dick Boyce | Director | 2026-09-18 | A | 48,277 | — | — | Common | Form 4 ↗ |
| Ann Mitchell | Chief Financial Officer | 2026-09-18 | D | 19,508 | 2 | 44,868 | Common | Form 4 ↗ |
| Dick Boyce | Director | 2026-09-18 | D | 48,277 | 2 | 111,520 | Common | Form 4 ↗ |
| Timothy Brown | Director | 2026-09-30 | A | 57,471 | 3 | 149,999 | Common | Form 4 ↗ |
| Elizabeth Mora | Director | 2026-10-01 | A | 57,306 | 3 | 199,998 | Common | Form 4 ↗ |
| Daniel Kasun | Director | 2026-10-01 | A | 57,306 | 3 | 199,998 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
Sources (33 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Joe Vernachio. DEF 14A, filed 2026-08-11. Section “Summary Compensation Table”. As printed: 968,993. View filing ↗
- Section 01, Ann Mitchell. DEF 14A, filed 2026-08-11. Section “Summary Compensation Table”. As printed: 604,200. View filing ↗
- Section 03, Joe Vernachio PSU. DEF 14A, filed 2026-08-11. Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 03, Joe Vernachio RSU. DEF 14A, filed 2026-08-11. Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 03, Joe Vernachio RSU. DEF 14A. Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. 10-K, filed 2026-03-31. Section “CEO Pay Ratio”. As printed: —. View filing ↗
- Section 08, Lily Yan Hughes. DEF 14A, filed 2026-08-11. Section “Director Compensation”. As printed: 211,250. View filing ↗
- Section 08, Dick Boyce. DEF 14A, filed 2026-08-11. Section “Director Compensation”. As printed: 135,800. View filing ↗
- Section 08, Dan Levitan. DEF 14A, filed 2026-08-11. Section “Director Compensation”. As printed: 130,800. View filing ↗
- Section 08, Ravi Thanawala. DEF 14A, filed 2026-08-11. Section “Director Compensation”. As printed: 125,800. View filing ↗
- Section 08, Joseph Zwillinger. DEF 14A, filed 2026-08-11. Section “Director Compensation”. As printed: 105,800. View filing ↗
- Section 08, Timothy Brown. DEF 14A, filed 2026-08-11. Section “Director Compensation”. As printed: 100,000. View filing ↗
- Section 08, Joe Vernachio. DEF 14A, filed 2026-08-11. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Nadia Carlsten. DEF 14A, filed 2026-08-11. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Daniel Kasun. DEF 14A, filed 2026-08-11. Section “Director Compensation”. As printed: —. View filing ↗
- Section 08, Elizabeth Mora. DEF 14A, filed 2026-08-11. Section “Director Compensation”. As printed: —. View filing ↗
- Section 02, Dick Boyce 2026-08-25. Form 4, filed 2026-08-27. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Ann Mitchell 2026-09-02. Form 4, filed 2026-09-03. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Nadia Carlsten 2026-09-02. Form 4, filed 2026-09-03. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Dick Boyce 2026-09-18. Form 4, filed 2026-09-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Dick Boyce 2026-09-18. Form 4, filed 2026-09-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Ann Mitchell 2026-09-18. Form 4, filed 2026-09-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Dick Boyce 2026-09-18. Form 4, filed 2026-09-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Timothy Brown 2026-09-30. Form 4, filed 2026-10-02. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Elizabeth Mora 2026-10-01. Form 4, filed 2026-10-05. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Daniel Kasun 2026-10-01. Form 4, filed 2026-10-05. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-10-01. Item 5.07 · say-on-pay result. As reported: —. View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-06-10. Item 5.07 · say-on-pay result. As reported: —. View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-08-15. Item 5.07 · say-on-pay result. As reported: —. View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 306,250 + equity 423,200 + all other 100,000 = 829,450, summed across the director compensation table rows.
- Smartbird, Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-08-11. CEO total compensation as printed in Smartbird, Inc.'s own proxy. As printed: 968,993. View filing ↗