Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-09-15

Smith Micro Software (SMSI)

CEO William Smith, Jr. was paid $984,096 in fiscal year 2025, ↑ up 9.6% from fiscal year 2024 (SEC filing 0001437749-26-012555 ↗): 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.

$984,096 ↑
William Smith, Jr. total, FY2025
—
CEO pay percentile vs peers
1:1
CEO-to-median pay ratio
95.12%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- William Smith, Jr. (Chairman, President and Chief Executive Officer), FY2025 total compensation $984,096 (base salary $450,000) [exec_comp, SEC accession 0001437749-26-012555, filed 2026-04-16]

Answered within 24 hours, every figure cited to its SEC filing. If our database cannot answer your question, you are refunded automatically.

SMSI's next annual pay disclosure, estimated April 9, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
William Smith, Jr.$450,000$0$516,675$0—$0$17,421$984,096
Chairman, President and Chief Executive Officer
Timothy Huffmyer196,3850216,4410—02,160414,985
Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer
James Kempton130,1700194,1570—059,980384,307
Vice President, Chief Financial Officer and Treasurer

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
William Smith, Jr.$984,096$897,698—↑ +86,398
Timothy Huffmyer414,985———
James Kempton384,307473,007531,834↓ −88,700

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 SMSI
2 companies name SMSI as a compensation peer

Each company listed discloses SMSI 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 SMSI 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
James KemptonCFO$384,307
Timothy HuffmyerCFO$414,985
William Smith, Jr.CEO$984,096
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
Andrew ArnoIndependent Director$58,464
Asha KeddyIndependent Director$58,464
Chetan SharmaIndependent Director$37,175
Gregory J. SzaboIndependent Director$58,464
Samuel GulkoIndependent Director$58,464
Steven L. ElfmanIndependent Director$58,464
Thomas G. CampbellIndependent Director$58,464
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
Timothy C. HuffmyerPresident and CEO2026-04-27D588$1$412CommonForm 4 ↗
William W. Smith JrDirector2026-04-27D1,61811,133CommonForm 4 ↗
Bethany M. BraundVP, CFO and Treasurer2026-04-27D6,76114,868CommonForm 4 ↗
Bethany M. BraundVP, CFO and Treasurer2026-05-14D1,85011,607CommonForm 4 ↗
Timothy C. HuffmyerPresident and CEO2026-05-14D5881511CommonForm 4 ↗
William W. Smith JrDirector2026-05-14D1,61811,405CommonForm 4 ↗
Timothy C. HuffmyerDirector2026-08-19D3003861CommonForm 4 ↗
Bethany M. BraundVP, CFO and Treasurer2026-08-19D236CommonForm 4 ↗
William W. Smith JrDirector2026-08-19D96332,764CommonForm 4 ↗
Timothy C. HuffmyerDirector2026-09-15D1003290CommonForm 4 ↗
William W. Smith JrDirector2026-09-15D45631,322CommonForm 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
James KemptonPSU—————$194,157
William Smith, Jr.PSU—————516,675
Timothy HuffmyerPSU—————216,441
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
James Kempton$0$194,157$0100.0%
William Smith, Jr.0516,6750100.0%
Timothy Huffmyer0216,4410100.0%

% 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
William Smith, Jr.RSU119,049—$64,310
William Smith, Jr.RSU158,593—85,672
Timothy HuffmyerRSU68,359—36,928
William Smith, Jr.RSU11,879—6,417
William Smith, Jr.RSU6,555—3,541
William Smith, Jr.RSU1,284—694
Timothy HuffmyerRSU75,398—40,730
05

Incentive-plan design — the Compensation Discussion & Analysis

We seek to establish the overall compensation of our named executive officers at levels that we believe are roughly comparable with the average levels of compensation of executives at other growth technology companies of similar size.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingTrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-2610,943,336560,907470,08095.12%Passed
20232023-06-0618,289,45011,391,0471,695,45661.62%Passed
20222022-06-0718,584,5542,088,7271,794,55082.72%Passed
20212021-06-0822,378,7061,157,7811,850,02188.15%Passed
20202020-06-0917,591,2391,212,074162,04592.75%Passed
20192019-06-0413,184,274147,83591,55998.22%Passed

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
20262026-05-2695.12%a
20232023-06-0661.62%b
20222022-06-0782.72%c

a. Approved under the standard stated in the filing — “Abstentions and broker non-votes will have no effect on the outcome of this proposal, because they are not votes cast.”.

b. Approved under the standard stated in the filing — “Abstentions and broker non-votes count as present for establishing a quorum but will not be counted as votes cast.”.

c. Approved under the standard stated in the filing — “Abstentions will have the same effect as negative votes.”.

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)1 : 1
CEO total compensation$984,096
Median employee compensation—
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Gregory J. SzaboIndependent · Audit · Mergers and Acquisitions$20,250$38,214$0$0$0$58,464
Samuel GulkoIndependent · Audit (Chair) · Compensation20,25038,21400058,464
Thomas G. CampbellIndependent · Audit · Compensation · Governance and Nominating20,25038,21400058,464
Andrew ArnoIndependent · Governance and Nominating · Mergers and Acquisitions20,25038,21400058,464
Steven L. ElfmanIndependent · Compensation · Governance and Nominating · Mergers and Acquisitions20,25038,21400058,464
Asha KeddyIndependent · Audit20,25038,21400058,464
Chetan SharmaIndependent · Mergers and Acquisitions20,250016,9250037,175
William W. Smith, JrEmployee director · Board Chair000—00
Timothy C. HuffmyerEmployee director · Partial-year service · Newly elected000—00
09

Board fee structure and ownership guideline

Annual cash retainer$40,000
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$141,750
Equity awards (grant-date value)$229,284
All other compensation$0
Total cost of the board$371,034

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
1Smith Micro Software2025William Smith, Jr.$450,000$516,675$0—$984,096

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 Smith Micro Software in fiscal 2025?
As disclosed, William Smith, Jr. (Chairman, President and Chief Executive Officer) was the highest-paid executive at Smith Micro Software in fiscal 2025, with total compensation of $984,096.
What is Smith Micro Software's CEO-to-median employee pay ratio?
As disclosed, Smith Micro Software's CEO-to-median employee pay ratio was 1:1.
How did shareholders vote on Smith Micro Software's executive compensation?
As disclosed, 95.12% of shareholders supported Smith Micro Software's executive compensation in the latest say-on-pay vote.
How much does Smith Micro Software spend in total on board compensation for fiscal 2025?
As disclosed, Smith Micro Software reported total board compensation of $371,034 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, William Smith, Jr.DEF 14A2026-04-160001437749-26-012555Section “Summary Compensation Table”. As printed: 984,096. Filing ↗machine: t70 · r1 · c26 · span 570934–570941
2Section 01, Timothy HuffmyerDEF 14A2026-04-160001437749-26-012555Section “Summary Compensation Table”. As printed: 414,985. Filing ↗machine: t70 · r3 · c26 · span 583142–583149
3Section 01, James KemptonDEF 14A2026-04-160001437749-26-012555Section “Summary Compensation Table”. As printed: 384,307. Filing ↗machine: t70 · r5 · c26 · span 595319–595326
4Section 03, James Kempton PSUDEF 14A2026-04-160001437749-26-012555Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t70 · r5 · c14 · span 592856–592863
5Section 03, William Smith, Jr. PSUDEF 14A2026-04-160001437749-26-012555Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t70 · r1 · c14 · span 568472–568479
6Section 03, Timothy Huffmyer PSUDEF 14A2026-04-160001437749-26-012555Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t70 · r3 · c14 · span 580681–580688
7Section 07, pay ratioDEF 14A2026-04-160001437749-26-012555Section “CEO Pay Ratio”. As printed: 1 : 1. Filing ↗
8Section 08, Gregory J. SzaboDEF 14A2026-04-160001437749-26-012555Section “Director Compensation”. As printed: 58,464. Filing ↗machine: t93 · r7 · c15 · span 868619–868748
9Section 08, Samuel GulkoDEF 14A2026-04-160001437749-26-012555Section “Director Compensation”. As printed: 58,464. Filing ↗machine: t93 · r4 · c15 · span 857665–857794
10Section 08, Thomas G. CampbellDEF 14A2026-04-160001437749-26-012555Section “Director Compensation”. As printed: 58,464. Filing ↗machine: t93 · r2 · c15 · span 850397–850526
11Section 08, Andrew ArnoDEF 14A2026-04-160001437749-26-012555Section “Director Compensation”. As printed: 58,464. Filing ↗machine: t93 · r1 · c15 · span 846759–846888
12Section 08, Steven L. ElfmanDEF 14A2026-04-160001437749-26-012555Section “Director Compensation”. As printed: 58,464. Filing ↗machine: t93 · r3 · c15 · span 854033–854162
13Section 08, Asha KeddyDEF 14A2026-04-160001437749-26-012555Section “Director Compensation”. As printed: 58,464. Filing ↗machine: t93 · r5 · c15 · span 861350–861479
14Section 08, Chetan SharmaDEF 14A2026-04-160001437749-26-012555Section “Director Compensation”. As printed: 37,175. Filing ↗machine: t93 · r6 · c15 · span 864983–865112
15Section 08, William W. Smith, JrDEF 14A2026-04-160001437749-26-012555Section “Director Compensation”. As printed: 0. Filing ↗
16Section 08, Timothy C. HuffmyerDEF 14A2026-04-160001437749-26-012555Section “Director Compensation”. As printed: 0. Filing ↗
17Section 02, Timothy C. Huffmyer 2026-04-27Form 42026-04-280001437749-26-013698Insider equity transaction reported since the proxy statement. Filing ↗
18Section 02, William W. Smith Jr 2026-04-27Form 42026-04-280001437749-26-013703Insider equity transaction reported since the proxy statement. Filing ↗
19Section 02, Bethany M. Braund 2026-04-27Form 42026-04-280001437749-26-013701Insider equity transaction reported since the proxy statement. Filing ↗
20Section 02, Bethany M. Braund 2026-05-14Form 42026-05-180001437749-26-017644Insider equity transaction reported since the proxy statement. Filing ↗
21Section 02, Timothy C. Huffmyer 2026-05-14Form 42026-05-180001437749-26-017646Insider equity transaction reported since the proxy statement. Filing ↗
22Section 02, William W. Smith Jr 2026-05-14Form 42026-05-180001437749-26-017648Insider equity transaction reported since the proxy statement. Filing ↗
23Section 02, Timothy C. Huffmyer 2026-08-19Form 42026-08-200001437749-26-028655Insider equity transaction reported since the proxy statement. Filing ↗
24Section 02, Bethany M. Braund 2026-08-19Form 42026-08-200001437749-26-028657Insider equity transaction reported since the proxy statement. Filing ↗
25Section 02, William W. Smith Jr 2026-08-19Form 42026-08-200001437749-26-028653Insider equity transaction reported since the proxy statement. Filing ↗
26Section 02, Timothy C. Huffmyer 2026-09-15Form 42026-09-150001437749-26-030475Insider equity transaction reported since the proxy statement. Filing ↗
27Section 02, William W. Smith Jr 2026-09-15Form 42026-09-150001437749-26-030473Insider equity transaction reported since the proxy statement. Filing ↗
28Section 06, 2026 voteForm 8-K2026-05-260001437749-26-018372Item 5.07 · say-on-pay result. As reported: 95.12% (votes for as printed: 10,943,336). Filing ↗
29Section 06, 2023 voteForm 8-K2023-06-080000948708-23-000027Item 5.07 · say-on-pay result. As reported: 61.62% (votes for as printed: 18,289,450). Filing ↗
30Section 06, 2022 voteForm 8-K2022-06-100001564590-22-022922Item 5.07 · say-on-pay result. As reported: 82.72%. Filing ↗
31Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
32Section 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
33Section 09b board cost (computed)Computed——Cash 141,750 + equity 229,284 + all other 0 = 371,034, summed across the director compensation table rows.machine: formula: Σ = 371,034
34Smith Micro Software (subject), Section 10b CEO totalDEF 14A2026-04-160001437749-26-012555CEO total compensation as printed in Smith Micro Software's own proxy. As printed: 984,096. Filing ↗machine: t70 · r1 · c26 · span 570934–570941

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