Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-10-05

Smartbird (BIRD)

Former CEO Joe Vernachio was paid $968,993 in fiscal year 2025, ↓ down 17.9% from fiscal year 2024 (SEC filing 0001193125-26-342889 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$968,993 ↓
Joe Vernachio total, FY2025
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CEO pay percentile vs peers
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CEO-to-median pay ratio
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Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Joe Vernachio (Former President, Chief Executive Officer and Secretary, and Former Chief Operating Officer), FY2025 total compensation $968,993 (base salary $500,000) [exec_comp, SEC accession 0001193125-26-342889, filed 2026-08-11]

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BIRD's next annual pay disclosure, estimated November 28, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
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 Mitchell385,0000206,95500012,245604,200
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 officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Joe Vernachio$968,993$1,180,452—↓ −211,459
Ann Mitchell604,200739,812—↓ −135,612

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against BIRD
1 company names BIRD as a compensation peer

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.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
Ann MitchellCFO$604,200
Joe VernachioCEO$968,993
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Dan LevitanIndependent Director$130,800
Dick BoyceIndependent Director$135,800
Lily Yan HughesIndependent Director$211,250
Nadia CarlstenDirector—
Ravi ThanawalaIndependent Director$125,800
Timothy BrownIndependent Director$100,000
02

Equity transactions since the proxy statement was filed

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.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Dick BoyceDirector2026-08-25D9,200$2$21,896CommonForm 4 ↗
Ann MitchellChief Financial Officer2026-09-02D1,75524,282CommonForm 4 ↗
Nadia CarlstenDirector2026-09-02D36,315288,609CommonForm 4 ↗
Dick BoyceDirector2026-09-18D48,277——Derivative, Class A CommonForm 4 ↗
Dick BoyceDirector2026-09-18A48,277——CommonForm 4 ↗
Ann MitchellChief Financial Officer2026-09-18D19,508244,868CommonForm 4 ↗
Dick BoyceDirector2026-09-18D48,2772111,520CommonForm 4 ↗
Timothy BrownDirector2026-09-30A57,4713149,999CommonForm 4 ↗
Elizabeth MoraDirector2026-10-01A57,3063199,998CommonForm 4 ↗
Daniel KasunDirector2026-10-01A57,3063199,998CommonForm 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.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Joe VernachioRSU2024-03-15——6—$600,000
Joe VernachioPSU2025-04-18——27,409——
Joe VernachioRSU2025-04-18——63,955——
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Joe Vernachio$600,000$0$00.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Ann MitchellRSU25,856—$180,216
Joe VernachioRSU42,637—174,812
Ann MitchellRSU14,334—127,788
Ann MitchellOption25,00025—
Joe VernachioRSU13,643—55,936
Ann MitchellRSU10,000—41,000
Joe VernachioRSU4,167—17,085
05

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 policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-09-30—————
20252025-06-06—————
20242024-08-13—————
20232023-06-09—————
20222022-06-10—————

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 yearMeeting dateApproval — company's computation
20262026-09-30—a
20252025-06-06—b
20242024-08-13—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.

07

CEO pay ratio

Ratio (CEO : median employee)—
CEO total compensation—
Median employee compensation—
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
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-election80,00055,800——0135,800
Dan LevitanIndependent · Audit · Management Compensation and Leadership75,00055,800——0130,800
Ravi ThanawalaIndependent · Audit90,00055,800——0125,800
Joseph ZwillingerIndependent50,00055,800——0105,800
Timothy BrownIndependent00——100,000100,000
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——————
09

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—
09b

Total cost of the board

ComponentFY2025
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.

10b

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.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Smartbird2025Joe 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.

10d

Frequently asked questions

Who was the highest-paid executive at Smartbird in fiscal 2025?
As disclosed, Joe Vernachio (Former President, Chief Executive Officer and Secretary, and Former Chief Operating Officer) was the highest-paid executive at Smartbird in fiscal 2025, with total compensation of $968,993.
How much does Smartbird spend in total on board compensation for fiscal 2025?
As disclosed, Smartbird reported total board compensation of $829,450 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Joe VernachioDEF 14A2026-08-110001193125-26-342889Section “Summary Compensation Table”. As printed: 968,993. Filing ↗machine: r2 · c26 · span 421262–421269
2Section 01, Ann MitchellDEF 14A2026-08-110001193125-26-342889Section “Summary Compensation Table”. As printed: 604,200. Filing ↗machine: r4 · c26 · span 425827–425834
3Section 03, Joe Vernachio RSUDEF 14A—0001193125-26-342889Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t136 · r3 · c3 · span 449070–449071
4Section 03, Joe Vernachio PSUDEF 14A2026-08-110001193125-26-342889Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: span 441306–441312
5Section 03, Joe Vernachio RSUDEF 14A2026-08-110001193125-26-342889Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: span 441223–441229
6Section 07, pay ratio10-K2026-03-310001628280-26-022192Section “CEO Pay Ratio”. As printed: —. Filing ↗
7Section 08, Lily Yan HughesDEF 14A2026-08-110001193125-26-342889Section “Director Compensation”. As printed: 211,250. Filing ↗machine: span 242427–242434
8Section 08, Dick BoyceDEF 14A2026-08-110001193125-26-342889Section “Director Compensation”. As printed: 135,800. Filing ↗machine: span 246474–246481
9Section 08, Dan LevitanDEF 14A2026-08-110001193125-26-342889Section “Director Compensation”. As printed: 130,800. Filing ↗machine: span 243766–243773
10Section 08, Ravi ThanawalaDEF 14A2026-08-110001193125-26-342889Section “Director Compensation”. As printed: 125,800. Filing ↗machine: span 249303–249310
11Section 08, Joseph ZwillingerDEF 14A2026-08-110001193125-26-342889Section “Director Compensation”. As printed: 105,800. Filing ↗machine: span 245136–245143
12Section 08, Timothy BrownDEF 14A2026-08-110001193125-26-342889Section “Director Compensation”. As printed: 100,000. Filing ↗machine: span 247640–247647
13Section 08, Joe VernachioDEF 14A2026-08-110001193125-26-342889Section “Director Compensation”. As printed: 0. Filing ↗
14Section 08, Nadia CarlstenDEF 14A2026-08-110001193125-26-342889Section “Director Compensation”. As printed: 0. Filing ↗
15Section 08, Daniel KasunDEF 14A2026-08-110001193125-26-342889Section “Director Compensation”. As printed: —. Filing ↗
16Section 08, Elizabeth MoraDEF 14A2026-08-110001193125-26-342889Section “Director Compensation”. As printed: —. Filing ↗
17Section 02, Dick Boyce 2026-08-25Form 42026-08-270001437749-26-029103Insider equity transaction reported since the proxy statement. Filing ↗
18Section 02, Ann Mitchell 2026-09-02Form 42026-09-030001437749-26-029607Insider equity transaction reported since the proxy statement. Filing ↗
19Section 02, Nadia Carlsten 2026-09-02Form 42026-09-030001437749-26-029604Insider equity transaction reported since the proxy statement. Filing ↗
20Section 02, Dick Boyce 2026-09-18Form 42026-09-220001437749-26-030899Insider equity transaction reported since the proxy statement. Filing ↗
21Section 02, Dick Boyce 2026-09-18Form 42026-09-220001437749-26-030899Insider equity transaction reported since the proxy statement. Filing ↗
22Section 02, Ann Mitchell 2026-09-18Form 42026-09-210001437749-26-030838Insider equity transaction reported since the proxy statement. Filing ↗
23Section 02, Dick Boyce 2026-09-18Form 42026-09-220001437749-26-030899Insider equity transaction reported since the proxy statement. Filing ↗
24Section 02, Timothy Brown 2026-09-30Form 42026-10-020001437749-26-031875Insider equity transaction reported since the proxy statement. Filing ↗
25Section 02, Elizabeth Mora 2026-10-01Form 42026-10-050001437749-26-032077Insider equity transaction reported since the proxy statement. Filing ↗
26Section 02, Daniel Kasun 2026-10-01Form 42026-10-050001437749-26-032075Insider equity transaction reported since the proxy statement. Filing ↗
27Section 06, 2026 voteForm 8-K2026-10-010001437749-26-031745Item 5.07 · say-on-pay result. As reported: —. Filing ↗
28Section 06, 2025 voteForm 8-K2025-06-100001653909-25-000032Item 5.07 · say-on-pay result. As reported: —. Filing ↗
29Section 06, 2024 voteForm 8-K2024-08-150001653909-24-000061Item 5.07 · say-on-pay result. As reported: —. Filing ↗
30Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
31Section 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).machine: formula: sums + PSU ratio
32Section 09b board cost (computed)Computed——Cash 306,250 + equity 423,200 + all other 100,000 = 829,450, summed across the director compensation table rows.machine: formula: Σ = 829,450
33Smartbird (subject), Section 10b CEO totalDEF 14A2026-08-110001193125-26-342889CEO total compensation as printed in Smartbird's own proxy. As printed: 968,993. Filing ↗machine: r2 · c26 · span 421262–421269

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