Companies Smith Micro Software, Inc

Smith Micro Software (SMSI): executive pay, fiscal 2025

Free brief. Every figure links to the company’s own filing.

Velarion Intel: free for 3 days, no card →

Email me Smith Micro Software, Inc’s executive pay brief as a PDF

You get it on this page the moment you ask, and a copy by email. Every figure is cited to its filing.

After the PDF, up to three short notes on the deeper reports for this company. Reply “unsubscribe” to any of them, any time.

CEO total pay$984,096CEO William Smith, Jr. · source

Say-on-pay support95.12%Latest vote · source

CEO pay ratio1:1To the median employee · source

CEO pay, last three years

$897,698FY2024
$984,096FY2025

CEO total pay was $984,096 in fiscal 2025, up from $897,698 in fiscal 2024.

FY2025: salary $450,000 · bonus $0 · stock awards $516,675 · option awards $0

Executives and directors

James Kempton · CFO Timothy Huffmyer · CFO William Smith, Jr. · CEO Andrew Arno · Independent Director Asha Keddy · Independent Director Chetan Sharma · Independent Director Gregory J. Szabo · Independent Director Samuel Gulko · Independent Director Steven L. Elfman · Independent Director Thomas G. Campbell · Independent Director

Frequently asked questions

Who was the highest-paid executive at Smith Micro Software, Inc in fiscal 2025?

As disclosed, William Smith, Jr. (Chairman, President and Chief Executive Officer) was the highest-paid executive at Smith Micro Software, Inc in fiscal 2025, with total compensation of $984,096.

What is Smith Micro Software, Inc's CEO-to-median employee pay ratio?

As disclosed, Smith Micro Software, Inc's CEO-to-median employee pay ratio was 1:1.

How did shareholders vote on Smith Micro Software, Inc's executive compensation?

As disclosed, 95.12% of shareholders supported Smith Micro Software, Inc's executive compensation in the latest say-on-pay vote.

How much does Smith Micro Software, Inc spend in total on board compensation for fiscal 2025?

As disclosed, Smith Micro Software, Inc 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.

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
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.

Three-year trend — total compensation per named executive

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.

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 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
William Smith, Jr.	PSU	—	—	—	—	—	$516,675
Timothy Huffmyer	PSU	—	—	—	—	—	216,441
James Kempton	PSU	—	—	—	—	—	194,157

Vehicle mix — grant-date fair value by award type

Named executive officer	Time-vested (RSU)	Performance-vested (PSU)	Options / SARs	% performance-vested
William Smith, Jr.	$0	$516,675	$0	100.0%
Timothy Huffmyer	0	216,441	0	100.0%
James Kempton	0	194,157	0	100.0%

% 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
William Smith, Jr.	RSU	1,284	—	$694
William Smith, Jr.	RSU	6,555	—	3,541
William Smith, Jr.	RSU	11,879	—	6,417
Timothy Huffmyer	RSU	68,359	—	36,928
Timothy Huffmyer	RSU	75,398	—	40,730
William Smith, Jr.	RSU	119,049	—	64,310
William Smith, Jr.	RSU	158,593	—	85,672

Director 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

Board fee structure and ownership guideline

Annual cash retainer	$30,000
Annual equity retainer	—
Per board meeting fee	—
Committee chair fees (audit / comp / nom-gov)	—
Stock ownership guideline	—

Total cost of the board

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.

Peer group, and who names Smith Micro Software as a peer

Companies that benchmark against SMSI

2 companies name SMSI as a compensation peer

The list of companies that name SMSI as a peer is temporarily unavailable — recheck shortly.

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	Smith Micro Software, Inc	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.

Say-on-pay history and pay ratio

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.

Say-on-pay — history, company’s computation

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.

CEO pay ratio

Ratio (CEO : median employee)	1 : 1
CEO total compensation	$984,096
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
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.

Sources (34 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, William Smith, Jr.. DEF 14A, filed 2026-04-16. Section “Summary Compensation Table” · page 51. As printed: 984,096. View filing ↗
Section 01, Timothy Huffmyer. DEF 14A, filed 2026-04-16. Section “Summary Compensation Table”. As printed: 414,985. View filing ↗
Section 01, James Kempton. DEF 14A, filed 2026-04-16. Section “Summary Compensation Table”. As printed: 384,307. View filing ↗
Section 03, William Smith, Jr. PSU. DEF 14A, filed 2026-04-16. Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. View filing ↗
Section 03, Timothy Huffmyer PSU. DEF 14A, filed 2026-04-16. Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. View filing ↗
Section 03, James Kempton PSU. DEF 14A, filed 2026-04-16. Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. View filing ↗
Section 07, pay ratio. DEF 14A, filed 2026-04-16. Section “CEO Pay Ratio”. As printed: 1 : 1. View filing ↗
Section 08, Gregory J. Szabo. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: 58,464. View filing ↗
Section 08, Samuel Gulko. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: 58,464. View filing ↗
Section 08, Thomas G. Campbell. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: 58,464. View filing ↗
Section 08, Andrew Arno. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: 58,464. View filing ↗
Section 08, Steven L. Elfman. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: 58,464. View filing ↗
Section 08, Asha Keddy. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: 58,464. View filing ↗
Section 08, Chetan Sharma. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: 37,175. View filing ↗
Section 08, William W. Smith, Jr. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: 0. View filing ↗
Section 08, Timothy C. Huffmyer. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: 0. View filing ↗
Section 02, Timothy C. Huffmyer 2026-04-27. Form 4, filed 2026-04-28. Insider equity transaction reported since the proxy statement. View filing ↗
Section 02, William W. Smith Jr 2026-04-27. Form 4, filed 2026-04-28. Insider equity transaction reported since the proxy statement. View filing ↗
Section 02, Bethany M. Braund 2026-04-27. Form 4, filed 2026-04-28. Insider equity transaction reported since the proxy statement. View filing ↗
Section 02, Bethany M. Braund 2026-05-14. Form 4, filed 2026-05-18. Insider equity transaction reported since the proxy statement. View filing ↗
Section 02, Timothy C. Huffmyer 2026-05-14. Form 4, filed 2026-05-18. Insider equity transaction reported since the proxy statement. View filing ↗
Section 02, William W. Smith Jr 2026-05-14. Form 4, filed 2026-05-18. Insider equity transaction reported since the proxy statement. View filing ↗
Section 02, Timothy C. Huffmyer 2026-08-19. Form 4, filed 2026-08-20. Insider equity transaction reported since the proxy statement. View filing ↗
Section 02, Bethany M. Braund 2026-08-19. Form 4, filed 2026-08-20. Insider equity transaction reported since the proxy statement. View filing ↗
Section 02, William W. Smith Jr 2026-08-19. Form 4, filed 2026-08-20. Insider equity transaction reported since the proxy statement. View filing ↗
Section 02, Timothy C. Huffmyer 2026-09-15. Form 4, filed 2026-09-15. Insider equity transaction reported since the proxy statement. View filing ↗
Section 02, William W. Smith Jr 2026-09-15. Form 4, filed 2026-09-15. Insider equity transaction reported since the proxy statement. View filing ↗
Section 06, 2026 vote. Form 8-K, filed 2026-05-26. Item 5.07 · say-on-pay result. As reported: 95.12% (votes for as printed: 10,943,336). View filing ↗
Section 06, 2023 vote. Form 8-K, filed 2023-06-08. Item 5.07 · say-on-pay result. As reported: 61.62% (votes for as printed: 18,289,450). View filing ↗
Section 06, 2022 vote. Form 8-K, filed 2022-06-10. Item 5.07 · say-on-pay result. As reported: 82.72%. 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 141,750 + equity 229,284 + all other 0 = 371,034, summed across the director compensation table rows.
Smith Micro Software, Inc (subject), Section 10b CEO total. DEF 14A, filed 2026-04-16. CEO total compensation as printed in Smith Micro Software, Inc's own proxy. As printed: 984,096. View filing ↗