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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SMSI's next annual pay disclosure, estimated April 9, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| William Smith, Jr. | $450,000 | $0 | $516,675 | $0 | — | $0 | $17,421 | $984,096 |
| Chairman, President and Chief Executive Officer | ||||||||
| Timothy Huffmyer | 196,385 | 0 | 216,441 | 0 | — | 0 | 2,160 | 414,985 |
| Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer | ||||||||
| James Kempton | 130,170 | 0 | 194,157 | 0 | — | 0 | 59,980 | 384,307 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| William Smith, Jr. | $984,096 | $897,698 | — | ↑ +86,398 |
| Timothy Huffmyer | 414,985 | — | — | — |
| James Kempton | 384,307 | 473,007 | 531,834 | ↓ −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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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.
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.
| Executive | Role | FY2025 total |
|---|---|---|
| James Kempton | CFO | $384,307 |
| Timothy Huffmyer | CFO | $414,985 |
| William Smith, Jr. | CEO | $984,096 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Andrew Arno | Independent Director | $58,464 |
| Asha Keddy | Independent Director | $58,464 |
| Chetan Sharma | Independent Director | $37,175 |
| Gregory J. Szabo | Independent Director | $58,464 |
| Samuel Gulko | Independent Director | $58,464 |
| Steven L. Elfman | Independent Director | $58,464 |
| Thomas G. Campbell | Independent Director | $58,464 |
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 |
|---|---|---|---|---|---|---|---|---|
| Timothy C. Huffmyer | President and CEO | 2026-04-27 | D | 588 | $1 | $412 | Common | Form 4 ↗ |
| William W. Smith Jr | Director | 2026-04-27 | D | 1,618 | 1 | 1,133 | Common | Form 4 ↗ |
| Bethany M. Braund | VP, CFO and Treasurer | 2026-04-27 | D | 6,761 | 1 | 4,868 | Common | Form 4 ↗ |
| Bethany M. Braund | VP, CFO and Treasurer | 2026-05-14 | D | 1,850 | 1 | 1,607 | Common | Form 4 ↗ |
| Timothy C. Huffmyer | President and CEO | 2026-05-14 | D | 588 | 1 | 511 | Common | Form 4 ↗ |
| William W. Smith Jr | Director | 2026-05-14 | D | 1,618 | 1 | 1,405 | Common | Form 4 ↗ |
| Timothy C. Huffmyer | Director | 2026-08-19 | D | 300 | 3 | 861 | Common | Form 4 ↗ |
| Bethany M. Braund | VP, CFO and Treasurer | 2026-08-19 | D | 2 | 3 | 6 | Common | Form 4 ↗ |
| William W. Smith Jr | Director | 2026-08-19 | D | 963 | 3 | 2,764 | Common | Form 4 ↗ |
| Timothy C. Huffmyer | Director | 2026-09-15 | D | 100 | 3 | 290 | Common | Form 4 ↗ |
| William W. Smith Jr | Director | 2026-09-15 | D | 456 | 3 | 1,322 | 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.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| James Kempton | PSU | — | — | — | — | — | $194,157 |
| William Smith, Jr. | PSU | — | — | — | — | — | 516,675 |
| Timothy Huffmyer | PSU | — | — | — | — | — | 216,441 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| James Kempton | $0 | $194,157 | $0 | 100.0% |
| William Smith, Jr. | 0 | 516,675 | 0 | 100.0% |
| Timothy Huffmyer | 0 | 216,441 | 0 | 100.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| William Smith, Jr. | RSU | 119,049 | — | $64,310 |
| William Smith, Jr. | RSU | 158,593 | — | 85,672 |
| Timothy Huffmyer | RSU | 68,359 | — | 36,928 |
| William Smith, Jr. | RSU | 11,879 | — | 6,417 |
| William Smith, Jr. | RSU | 6,555 | — | 3,541 |
| William Smith, Jr. | RSU | 1,284 | — | 694 |
| Timothy Huffmyer | RSU | 75,398 | — | 40,730 |
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 policy | true |
| Anti-hedging | true |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-26 | 10,943,336 | 560,907 | 470,080 | 95.12% | Passed |
| 2023 | 2023-06-06 | 18,289,450 | 11,391,047 | 1,695,456 | 61.62% | Passed |
| 2022 | 2022-06-07 | 18,584,554 | 2,088,727 | 1,794,550 | 82.72% | Passed |
| 2021 | 2021-06-08 | 22,378,706 | 1,157,781 | 1,850,021 | 88.15% | Passed |
| 2020 | 2020-06-09 | 17,591,239 | 1,212,074 | 162,045 | 92.75% | Passed |
| 2019 | 2019-06-04 | 13,184,274 | 147,835 | 91,559 | 98.22% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-26 | 95.12%a |
| 2023 | 2023-06-06 | 61.62%b |
| 2022 | 2022-06-07 | 82.72%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.
| Ratio (CEO : median employee) | 1 : 1 |
|---|---|
| CEO total compensation | $984,096 |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Gregory J. SzaboIndependent · Audit · Mergers and Acquisitions | $20,250 | $38,214 | $0 | $0 | $0 | $58,464 |
| Samuel GulkoIndependent · Audit (Chair) · Compensation | 20,250 | 38,214 | 0 | 0 | 0 | 58,464 |
| Thomas G. CampbellIndependent · Audit · Compensation · Governance and Nominating | 20,250 | 38,214 | 0 | 0 | 0 | 58,464 |
| Andrew ArnoIndependent · Governance and Nominating · Mergers and Acquisitions | 20,250 | 38,214 | 0 | 0 | 0 | 58,464 |
| Steven L. ElfmanIndependent · Compensation · Governance and Nominating · Mergers and Acquisitions | 20,250 | 38,214 | 0 | 0 | 0 | 58,464 |
| Asha KeddyIndependent · Audit | 20,250 | 38,214 | 0 | 0 | 0 | 58,464 |
| Chetan SharmaIndependent · Mergers and Acquisitions | 20,250 | 0 | 16,925 | 0 | 0 | 37,175 |
| William W. Smith, JrEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Timothy C. HuffmyerEmployee director · Partial-year service · Newly elected | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| 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.
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 | Smith Micro Software | 2025 | William 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.
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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, William Smith, Jr. | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “Summary Compensation Table”. As printed: 984,096. Filing ↗machine: t70 · r1 · c26 · span 570934–570941 |
| 2 | Section 01, Timothy Huffmyer | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “Summary Compensation Table”. As printed: 414,985. Filing ↗machine: t70 · r3 · c26 · span 583142–583149 |
| 3 | Section 01, James Kempton | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “Summary Compensation Table”. As printed: 384,307. Filing ↗machine: t70 · r5 · c26 · span 595319–595326 |
| 4 | Section 03, James Kempton PSU | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t70 · r5 · c14 · span 592856–592863 |
| 5 | Section 03, William Smith, Jr. PSU | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t70 · r1 · c14 · span 568472–568479 |
| 6 | Section 03, Timothy Huffmyer PSU | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t70 · r3 · c14 · span 580681–580688 |
| 7 | Section 07, pay ratio | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “CEO Pay Ratio”. As printed: 1 : 1. Filing ↗ |
| 8 | Section 08, Gregory J. Szabo | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “Director Compensation”. As printed: 58,464. Filing ↗machine: t93 · r7 · c15 · span 868619–868748 |
| 9 | Section 08, Samuel Gulko | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “Director Compensation”. As printed: 58,464. Filing ↗machine: t93 · r4 · c15 · span 857665–857794 |
| 10 | Section 08, Thomas G. Campbell | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “Director Compensation”. As printed: 58,464. Filing ↗machine: t93 · r2 · c15 · span 850397–850526 |
| 11 | Section 08, Andrew Arno | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “Director Compensation”. As printed: 58,464. Filing ↗machine: t93 · r1 · c15 · span 846759–846888 |
| 12 | Section 08, Steven L. Elfman | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “Director Compensation”. As printed: 58,464. Filing ↗machine: t93 · r3 · c15 · span 854033–854162 |
| 13 | Section 08, Asha Keddy | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “Director Compensation”. As printed: 58,464. Filing ↗machine: t93 · r5 · c15 · span 861350–861479 |
| 14 | Section 08, Chetan Sharma | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “Director Compensation”. As printed: 37,175. Filing ↗machine: t93 · r6 · c15 · span 864983–865112 |
| 15 | Section 08, William W. Smith, Jr | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 16 | Section 08, Timothy C. Huffmyer | DEF 14A | 2026-04-16 | 0001437749-26-012555 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 17 | Section 02, Timothy C. Huffmyer 2026-04-27 | Form 4 | 2026-04-28 | 0001437749-26-013698 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 02, William W. Smith Jr 2026-04-27 | Form 4 | 2026-04-28 | 0001437749-26-013703 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 19 | Section 02, Bethany M. Braund 2026-04-27 | Form 4 | 2026-04-28 | 0001437749-26-013701 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, Bethany M. Braund 2026-05-14 | Form 4 | 2026-05-18 | 0001437749-26-017644 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, Timothy C. Huffmyer 2026-05-14 | Form 4 | 2026-05-18 | 0001437749-26-017646 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 02, William W. Smith Jr 2026-05-14 | Form 4 | 2026-05-18 | 0001437749-26-017648 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 23 | Section 02, Timothy C. Huffmyer 2026-08-19 | Form 4 | 2026-08-20 | 0001437749-26-028655 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 24 | Section 02, Bethany M. Braund 2026-08-19 | Form 4 | 2026-08-20 | 0001437749-26-028657 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 25 | Section 02, William W. Smith Jr 2026-08-19 | Form 4 | 2026-08-20 | 0001437749-26-028653 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 26 | Section 02, Timothy C. Huffmyer 2026-09-15 | Form 4 | 2026-09-15 | 0001437749-26-030475 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 27 | Section 02, William W. Smith Jr 2026-09-15 | Form 4 | 2026-09-15 | 0001437749-26-030473 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 28 | Section 06, 2026 vote | Form 8-K | 2026-05-26 | 0001437749-26-018372 | Item 5.07 · say-on-pay result. As reported: 95.12% (votes for as printed: 10,943,336). Filing ↗ |
| 29 | Section 06, 2023 vote | Form 8-K | 2023-06-08 | 0000948708-23-000027 | Item 5.07 · say-on-pay result. As reported: 61.62% (votes for as printed: 18,289,450). Filing ↗ |
| 30 | Section 06, 2022 vote | Form 8-K | 2022-06-10 | 0001564590-22-022922 | Item 5.07 · say-on-pay result. As reported: 82.72%. Filing ↗ |
| 31 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 32 | 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).machine: formula: sums + PSU ratio |
| 33 | Section 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 |
| 34 | Smith Micro Software (subject), Section 10b CEO total | DEF 14A | 2026-04-16 | 0001437749-26-012555 | CEO 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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