SMRT 8-K
SmartRent, Inc. (SMRT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 16, 2025, SmartRent, Inc. (the “Company”) announced the appointment of Frank Martell as President and Chief Executive Officer of the Company, effective as of Mr. Martell’s employment start date of June 16, 2025 (the “Start Date”). Mr. Martell will replace John Dorman who had been serving as Interim Chief Executive Officer and President since April 9, 2025. Mr. Dorman will continue to serve as Chairman of the Company’s Board of Directors (the “Board”).
Frank Martell, age 65, has served as a member of our Board since June 2024. From April 2022 to June 2025, Mr. Martell served as President and CEO and a director of loanDepot, Inc. (NYSE: LDI) (“loanDepot”). Mr. Martell previously served in various senior roles of CoreLogic, Inc., a global property information, analytics and data-enabled solutions provider, including as President and Chief Executive Officer from March 2017 to January 2022, Chief Financial Officer from 2011 to 2016, and Chief Operating Officer from 2014 to 2017. Before joining CoreLogic, Inc., Mr. Martell served as the President and Chief Executive Officer of the Western Institutional Review Board, a provider of review, approval and oversight for clinical research studies, from 2010 to 2011, as Chief Financial Officer of Advantage Solutions Inc. from 2009 to 2010, and as Chief Financial Officer of Information Services Group, Inc. from 2007 to 2009. Since November 2021, Mr. Martell has served as a member of the board of directors of Compass, Inc. (NYSE: COMP). He also served as a member of the board of directors of Bank of the West, a wholly-owned subsidiary of BNP Paribas from 2015 until 2023, when it was sold to BMO Financial Group. Mr. Martell also serves on the board of Operation HOPE, a provider of financial literacy empowerment for youth and financial capability for communities, and on the national board of Marine Corps Scholarship Foundation, the largest and oldest group supporting the education of the sons and daughters of active and prior service Marines. Mr. Martell holds a Bachelor of Science in Accounting from the Villanova School of Business.
There are no arrangements or understandings between Mr. Martell and any other persons pursuant to which Mr. Martell was appointed. There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Martell and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. Additionally, there have been no transactions involving Mr. Martell that would require disclosure under Item 404(a) of Regulation S-K.
Pursuant to his offer letter with the Company, Mr. Martell will receive an annual base salary of $700,000 per year and will be eligible for an annual target bonus equal to 100% of base salary, subject to the terms of the Company’s Executive Incentive Compensation Plan, with a maximum potential bonus of 250% of target and an actual bonus for fiscal year 2025 no less than target, prorated based on the Start Date. The performance objectives applicable to the annual bonus will be established by the Board or the Board’s Compensation Committee (the “Committee”) after seeking Mr. Martell’s input, with the maximum goals for any performance objective established at a rigorous, highly-stretch level relative to the annual budget to ensure pay-and-performance alignment.
Mr. Martell will receive a grant of time-based restricted stock units (“RSUs”) covering 1,800,000 shares of the Company’s Class A common stock (the “Common Stock”) (the “First Grant”). The First Grant will vest in four substantially equal quarterly installments, such that 100% of the RSUs subject to the First Grant will be vested as of June 30, 2026. Following the date of each of the 2026 and 2027 annual meetings of the Company’s stockholders (each, an “Annual Meeting”), and subject to Mr. Martell’s continued service through the applicable grant date, Mr. Martell will be granted time-based RSUs covering 600,000 Shares (each, an “Additional RSU Grant”) and performance-based RSUs covering 600,000 Shares (at target) (each, an “Additional PSU Grant” and together with the Additional RSU Grants, the “Additional Grant”). The RSUs subject to the Additional RSU Grant granted in connection with the 2026 Annual Meeting will vest in four substantially equal quarterly installments from July 1, 2026 through June 30, 2027, and the RSUs subject to the Additional RSU Grant granted in connection with the 2027 Annual Meeting will vest in four substantially equal quarterly installments from July 1, 2027 through June 30, 2028. Each Additional PSU Grant will vest subject to the satisfaction of any financial and/or strategic goals applicable to the award as determined by the Committee and designed following consultation with Mr. Martell. If, at the 2026 or 2027 Annual Meetings, the Company’s stockholders do not approve a sufficient increase to the Share reserve under the Company’s Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”), then the Additional RSU Grant and Additional PSU Grant associated with that Annual Meeting will not be granted (or will be granted to a lesser extent) and instead Mr. Martell will be granted a cash-based award of $1,200,000 (or such lesser amount equal to the portion of the Additional RSU Grants and Additional PSU Grants that were not made) subject to vesting (each, a “Cash Award”), with 50% of the Cash Award becoming vested and earned on the same vesting schedule that would have applied to the corresponding Additional RSU Grant had it been made, and 50% of the Cash Award (at target) becoming vested and earned subject to the satisfaction of any financial and/or strategic goals applicable to the award as determined by the Committee and designed following consultation with Mr. Martell. Vesting, in all cases, is subject to Mr. Martell’s continued service, whether as a Company employee, director or consultant, through each applicable vesting date. If a Change in Control (as defined in the 2021 Plan) occurs while any portion of the Additional Grant remains ungranted (and for which no Cash Award was granted), then the ungranted Additional Grant
(or the equivalent Cash Award) will be granted to Mr. Martell no later than the day prior to the Change in Control, subject to his continued service through the grant date (the “Change in Control Grant”), with any portion of such grant attributable to performance-based RSUs instead granted as time-based RSUs (at target). The Change in Control Grant (or the equivalent Cash Award) will vest on the same time-based vesting schedule that would have applied had the ungranted portion of the Additional Grant been made, and will fully vest if not assumed, continued or substituted for in connection with the Change in Control. Additionally, beginning in 2026, Mr. Martell will be eligible to receive additional equity awards commensurate with his position and granted at the same time as equity awards are made to similarly situated employees of the Company, with any additional 2026 equity grant having a value of no less than 550% of Mr. Martell’s base salary as in effect immediately prior to the grant, with 50% of such award subject to performance conditions applicable to a one-year performance period. Mr. Martell will also receive medical and other benefits consistent with the Company’s standard policies and will be eligible to participate in other Company plans.
Pursuant to the terms of his offer letter, upon a termination of Mr. Martell’s employment by the Company without Cause (as defined in the offer letter) or by Mr. Martell with Good Reason (as defined in the offer letter and each a “Qualifying Termination”) outside of the period beginning three (3) months prior to ending twenty-four (24) months following a change in control of the Company (the “Change in Control Period”), then, subject to Mr. Martell’s timely execution and non-revocation of a release of claims and continued compliance with non-solicitation covenants, Mr. Martell will be eligible to receive the following severance benefits: (i) a lump sum payment equal to (A) 100% of Mr. Martell’s base salary, plus (B) 100% of Mr. Martell’s target bonus, plus (C) 100% of any prorated annual bonus for the year of termination based on the portion of the year completed prior to termination and actual Company performance for the year of termination (the “Prorated Bonus”), (ii) up to twenty-four (24) months of COBRA benefits for Mr. Martell and any eligible dependents under the Company’s group health plans, and (iii) accelerated vesting for then-outstanding and unvested equity awards (and Cash Awards, if any) that vest based solely on continued service, that would have vested on the next four quarterly vesting dates following the date of such Qualifying Termination had Mr. Martell continued to provide service on each such vesting date. Any Additional RSU Grant that was not granted prior to the Qualifying Termination that would have otherwise vested pursuant to (iii) above had such Additional RSU Grant been made, will be granted on the date of such Qualifying Termination.
Further, pursuant to the terms of his offer letter, upon a Qualifying Termination that occurs during the Change in Control Period, then, subject to Mr. Martell’s timely execution and non-revocation of a release of claims and continued compliance with any non-solicitation covenants, Mr. Martell will be eligible to receive the following severance benefits: (i) a lump sum payment equal to (A) 200% of Mr. Martell’s base salary, plus (B) 200% of Mr. Martell’s target bonus, plus (C) 100% of the Prorated Bonus, (ii) up to twenty-four (24) months of COBRA benefits for Mr. Martell and any eligible dependents under the Company’s group health plans, and (iii) 100% accelerated vesting for all then-outstanding and unvested equity awards (and Cash Awards, if any), with any performance-based equity awards deemed to have been achieved at target. Additionally, any Additional RSU Grants and Additional PSU Grants that were not granted prior to the Qualifying Termination will be granted (in cash or equity awards) no later than immediately prior to the Change in Control. If any payment or benefit payable to Mr. Martell constitute “parachute payments” under Section 280G of the U.S. tax code and would be subject to the applicable excise tax, then Mr. Martell’s payments or benefits will be either (i) delivered in full or (ii) delivered to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by Mr. Martell on an after-tax basis of the greatest amount of benefits.
In addition, Mr. Martell has entered into the Company’s standard indemnification agreement, the form of which was referenced as Exhibit 10.8 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2024.
The foregoing is a summary of the material terms of the offer letter and is qualified in its entirety by reference to the complete text of the agreement, a copy of which will be included as an exhibit to the Company’s future SEC filings.
| Item 7.01 | Regulation FD Disclosure. |
On June 16, 2025, the Company issued a press release announcing the appointment of Mr. Martell as President and Chief Executive Officer of the Company, as described above. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Document | |
| 99.1 | Press release issued by SmartRent, Inc. on June 16, 2025. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 16, 2025
| SMARTRENT, INC. | ||
| By: | /s/ John Dorman | |
| Name: | John Dorman | |
| Title: | Interim Chief Executive Officer | |
Exhibit 99.1
SmartRent Announces Frank Martell as President and Chief Executive Officer
Growth and innovation-focused leader with a proven history of driving operational excellence and profitability to lead SmartRent’s next chapter
SCOTTSDALE, AZ, June 16, 2025—SmartRent Inc. (NYSE: SMRT) (“SmartRent” or the “Company”), the leading provider of smart communities solutions and smart operations solutions for the rental housing industry, today announced the appointment of Frank Martell as President and Chief Executive Officer, effective immediately. Martell has been a member of SmartRent’s Board of Directors and served on the Board’s Audit and Nominating and Corporate Governance Committees since June 2024.
As President and CEO, Martell will lead SmartRent’s executive team in advancing the Company’s vision and expanding its market presence, with a clear focus on delivering measurable value for customers and shareholders by enhancing portfolio performance, operational efficiency and resident and team satisfaction.
With over 30 years of executive leadership experience, Martell brings a proven track record of driving market leadership, delivering revenue growth and profitability, and consistently enhancing shareholder value. His expertise in data-driven innovation and a digital-first approach will play a pivotal role in accelerating the adoption of SmartRent’s robust enterprise platform and the Company’s evolution into a high-performing customer-centric, execution-driven organization built around its hardware-enabled SaaS model.
Most recently, Martell was President and CEO of loanDepot, Inc., where he developed and led the company’s Vision 2025 strategic program to navigate the impacts of the recent downturn in the residential property market while retooling the company’s operational capabilities for long-term value creation. Prior to loanDepot, Martell spent over a decade at CoreLogic, serving as CFO, COO and ultimately CEO, transforming the company into a leading global platform providing digital residential property data and analytics, and significantly increasing market capitalization during his tenure.
John Dorman, Chairman of the SmartRent Board of Directors, commented, “Frank possesses a rare combination of strategic insight, operational discipline and innovative thinking—essential strengths as we work to increase platform adoption and scale our impact. Because he has been deeply involved as a Board member in our transition over the past year, I am confident that Frank will seamlessly move into the CEO role and lead from day one. He steps in at a critical time for SmartRent, our investors and customers, and we’re confident his leadership will enhance the quality of our execution, strengthen our market-leading position and drive meaningful, long-term value for shareholders.”
“SmartRent has built a strong foundation as a category leader in smart property technology, with purpose-built solutions, deep industry relationships and a dedicated team committed to solving real operational challenges,” said Martell. “Having spent the past two decades leading data- and technology-driven organizations that support the real estate industry, I see tremendous opportunity to expand our impact and build on the company’s leadership. I’m proud to partner with our talented team as we deliver game-changing solutions that empower customers and redefine what’s possible in property technology. With our ongoing platform enhancements and investment in customer success, I believe we’re poised to unlock the potential of the next generation of innovation in smart home technology in the years ahead.”
Martell is a three-time HousingWire Vanguard Award recipient for distinguished industry leadership and was named to Inman’s “Power Players” list in 2023, 2024 and 2025, recognizing the most innovative and influential executives in real estate. He also received Inman’s “Best of Finance” award in both 2023 and 2024. He currently serves on the board of Compass Inc. (NYSE: COMP), a leading tech-enabled real estate services company, as well as on the nonprofit boards of Operation HOPE, which focuses on financial literacy and empowerment in underserved communities, and the Marine Corps Scholarship Foundation. He previously served two two-year terms on the Board of Directors of the Mortgage Bankers Association and eight years on the Board of Directors of Bank of the West.
About SmartRent
Founded in 2017, SmartRent, Inc. (NYSE: SMRT) is a leading provider of smart communities solutions and smart operations solutions to the rental housing industry. SmartRent’s end-to-end enterprise ecosystem powers smarter living and working in rental housing by automating operations, protecting assets, reducing energy consumption, enhancing the resident experience and more. The Company’s differentiators—purpose-built software and hardware, and end-to-end implementation and support—create an exceptional experience, with 15 of the top 20 multifamily operators and millions of users leveraging SMRT solutions daily. For more information, please visit smartrent.com.
Forward-Looking Statements
This press release contains forward-looking statements which address the Company’s executive leadership transition, expected future business and financial performance, areas of focus, including our sales organization, the Company’s approach to operational and financial discipline, expected growth, strategy, performance, financial review, and other future events and forward-looking statements. Forward-looking statements may contain words such as “goal,” “target,” “future,” “estimate,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “project,” “may,” “should,” “will” or similar expressions. Examples of forward-looking statements include, among others, statements regarding the expected financial results, product portfolio enhancements, expansion plans and opportunities and earnings guidance related to financial and operational metrics. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those currently anticipated. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, among other things, our ability to: (1) accelerate adoption of our products and services; (2) anticipate the uncertainties inherent in the development of new business lines and business strategies; (3) manage risks associated with our third-party suppliers and manufacturers
and partners for our products; (4) manage risks associated with adverse macroeconomic conditions, including inflation, slower growth or recession, barriers to trade, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment, and currency fluctuations; (5) attract, train, and retain effective officers, key employees and directors and manage risks associated with the executive leadership transition; (6) develop, design, manufacture, and sell products and services that are differentiated from those of competitors; (7) realize the benefits expected from our acquisitions; (8) acquire or make investments in other businesses, patents, technologies, products or services to grow the business; (9) successfully pursue, defend, resolve or anticipate the outcome of pending or future litigation matters; (10) comply with laws and regulations applicable to our business, including privacy regulations; (11) realize the benefits expected from our stock repurchase program; and (12) maintain key strategic relationships with partners and distributors. The forward-looking statements herein represent the judgment of the Company, as of the date of this release, and SmartRent disclaims any intent or obligation to update forward-looking statements. This press release should be read in conjunction with the information included in the Company’s other press releases, reports and other filings with the SEC. Understanding the information contained in these filings is important to fully understand the Company’s reported financial results and our business outlook for future periods.
Contacts
Media Contact
Amanda Chavez - Vice President, Marketing and Communications
Investor Contact
Kelly Reisdorf—Head of Investor Relations