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SmartRent Inc

For the period ended May 13, 2025. Filed Apr 1, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2025 · Filed Apr 1, 2025

SMRT$1.59-1.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

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6811 E. Mayo Blvd., 4 th Floor

Phoenix, Arizona 85054

Notice of Annual Meeting of Stockholders

To Be Held On May 13, 2025, at 8:00 a.m. Arizona Time

To the Stockholders of SmartRent, Inc.:

On behalf of our board of directors, it is our pleasure to invite you to attend the 2025 annual meeting of stockholders of SmartRent, Inc., a Delaware corporation. The annual meeting will be held virtually, via live webcast atwww.virtualshareholdermeeting.com/SMRT2025, originating from Phoenix, Arizona, on Tuesday, May 13, 2025, at 8:00 a.m. Arizona Time, for the following purposes, as more fully described in the accompanying proxy statement:

To elect two Class I directors to serve until our 2028 annual meeting of stockholders.

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

To conduct any other business properly brought before the annual meeting.

You will be able to attend the annual meeting as well as vote and submit your questions during the live webcast of the annual meeting by visitingwww.virtualshareholdermeeting.com/SMRT2025 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card or in the instructions that accompanied your proxy materials. We expect to mail the Notice on or about April 1, 2025. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. You will be asked to enter the 16-digit control number located in your Notice, on your proxy card or in the instructions that accompanied your proxy materials.

The record date for the annual meeting is March 18, 2025. Only stockholders of record of our Class A common stock at the close of business on that date may vote at the annual meeting or any adjournment thereof. Further information regarding voting rights and the matters to be voted upon are presented in the accompanying proxy statement.

A list of stockholders entitled to vote will be available for 10 days prior to the annual meeting at our headquarters, 6811 E. Mayo Blvd., 4th Floor, Phoenix, Arizona 85054. If you would like to view the stockholder list, please contact our Investor Relations Department via email atinvestors@smartrent.com to schedule an appointment. In addition, a list of stockholders of record will be available during the annual meeting for inspection by stockholders of record for any legally valid purpose related to the annual meeting atwww.virtualshareholdermeeting.com/SMRT2025.

By Order of the Board of Directors

/s/ Michael Shane Paladin

Michael Shane Paladin

Chief Executive Officer and Director

Phoenix, Arizona

April 1, 2025

YOUR VOTE IS IMPORTANT. Whether or not you expect to attend the annual meeting, we urge you to vote and submit your proxy by following the voting procedures described in the proxy card. Even if you have voted by proxy, you may still vote during the annual meeting. Please note, however, that if your shares are held of record by a broker, bank, or other agent and you wish to vote during the annual meeting, you must follow the instructions from your broker, bank, or other agent.

Dear Fellow Stockholders,

As we approach the 2025 annual meeting of stockholders, and reflect on the prior year of transition, I have the privilege of sharing an update on the actions and priorities in 2024 aimed toward the Company’s achievement of its long-term goal of delivering high SaaS revenue growth and profitable results.

The Board was deeply engaged with the Company’s strategy and operations in 2024 and made transformative changes in management that we believe position the Company for substantial growth. These changes included the addition of key executives and the completion of a successful search for a new Chief Executive Officer to advance our commitment to creating value for our stockholders. The Board, in conjunction with a committee of current executives formed to guide SmartRent through a transition period as the Board completed its search for a new Chief Executive Officer (the “Management Committee”), has spent the last five months of 2024 closely overseeing efforts to re-focus the business on the Company’s core value proposition and strengthen its foundation for operational excellence in 2025 and beyond through an emphasis on key operating initiatives. The entire Company has aligned around the following four strategic pillars to execute more effectively:

Sustainable and Predictable Annual Recurring Revenue (“ARR”) Growth

Platform Superiority - for the complete integration of our Smart Community and Smart Operations Solutions

Operational Excellence which includes a particular focus on first class Customer Engagement and Satisfaction

Collaborative Innovation refers to our efforts to strategically enhance our platform with AI to improve experiences for both residents and operations while forging partnerships to maximize platform value.

Our Board also continues to oversee SmartRent’s capital allocation framework, consistent with our commitment to create shareholder value. In March 2024, the Board authorized the repurchase of up to $50 million of our Class A common stock as a way to return capital to stockholders and demonstrate our confidence in SmartRent’s future. In 2024, we repurchased an aggregate of 15.1 million shares for a total of $28.6 million, and we will continue to optimize our capital allocation strategy to drive long-term shareholder value. In addition, in November 2024, we announced SmartRent’s strategic investment of $10 million directed to activities related to our four strategic pillars. Our initial focus is on driving innovation by introducing new features and functionality for our Smart Operations Solutions, with the aim of enabling our customers to improve property efficiency and performance.

We are also committed to building a board of directors of highly-qualified individuals with an appropriate mix of skills, experiences and perspectives to oversee our company as we navigate strategic opportunities and challenges, ultimately with the aim of creating value for our stockholders. In the first half of 2024, we added Alison Dean and Frank Martell as directors, appointments that bolstered the financial acumen, technology company expertise, and public company leadership experience of the Board. In 2025, we have added Ana Pinczuk, who brings a wealth of experience in technology company operations and management. We also continue to evaluate and enhance corporate governance practices to ensure that the Board and management are acting in the best interests of our stockholders by promoting transparency, accountability, and ethical decision-making.

Finally, the Board is committed to building deeper relationships with our stockholders through consistent outreach and engaging with stockholders to discuss a range of matters including our long-term growth strategy, financial and operational priorities, human capital management, and governance practices. We appreciate the insights shared and look forward to hearing your views as we continue to move forward.

We are confident that the changes made in 2024 and early 2025 will position SmartRent to deliver high, sustainable SaaS revenue growth and profitable results for our investors, our customers and their residents, and our employees over the coming years.

Thank you for your trust and investment in SmartRent and our long-term business strategy. We look forward to you continuing on our journey as we innovate toward a future that is Smart for Everyone.

Chair of the Board of Directors

TABLE OF CONTENTS

Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS, VOTING, AND THE ANNUAL MEETING1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE9
EXECUTIVE OFFICERS29
EXECUTIVE COMPENSATION30
STOCK OWNERSHIP INFORMATION OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT49
DELINQUENT SECTION 16(A) REPORTS51
MATTERS TO COME BEFORE THE ANNUAL MEETING54
PROPOSAL 1: ELECTION OF CLASS I DIRECTORS54
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM55
REPORT OF THE AUDIT COMMITTEE56
OTHER MATTERS57
APPENDIX A58

SMARTRENT, INC.

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 13, 2025, at 8:00 a.m. Arizona Time

In this proxy statement (this “Proxy Statement”), “SmartRent,” “we,” “us,” “our,” or the “Company,” as applicable, refers to SmartRent, Inc., a Delaware corporation, and, where appropriate, its subsidiaries. SmartRent’s 2025 annual meeting of stockholders (the “Annual Meeting”), will be held virtually, via live webcast, atwww.virtualshareholdermeeting.com/SMRT2025, originating from Phoenix, Arizona, on Tuesday, May 13, 2025 at 8:00 a.m. Arizona Time. You are invited to attend the Annual Meeting if you are a stockholder as of the close of business on March 18, 2025, the record date for the Annual Meeting (the “Record Date”) or hold a valid proxy for the Annual Meeting. If you are a holder of our Class A common stock (our “Class A Common Stock”) as of the Record Date, we request that you vote on the proposals described in this Proxy Statement.

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