Item 9A. Controls and Procedures
Item 9A - Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) at the end of the period covered by this Report and, based on such evaluation, have concluded that our disclosure controls and procedures were effective as of December 31, 2024, at the reasonable assurance level to ensure that the information required to be disclosed by us in this Report was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and (ii) accumulated and communicated to our management, including our Interim Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Controls Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Under the supervision and with the participation of management, our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on such evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.
This Report does not include an attestation report of our independent registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies.”
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Our disclosure controls and procedures and our internal controls over financial reporting have been designed to provide reasonable assurance of achieving their objectives. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Item 9B. Other Information
None .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024.
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Item 11. Executive Compensation
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
See Index to Financial Statements in Item 8 of this Report.
(a)(2) Financial Statement Schedule
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
(a)(3) Exhibits
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.
Incorporated by Reference
Exhibit
Exhibit Description
Form
Exhibit
Filing Date
2.1**
Merger Agreement, dated as of April 21, 2021, by and among SmartRent Inc., Fifth Wall Acquisition Corp. I, and SmartRent.com, Inc.
8-K
2.1
April 22, 2021
2.2
Amendment No. 1 to Merger Agreement, dated as of July 23, 2021, by and among SmartRent, Inc., Fifth Wall Acquisition Corp. I and SmartRent.com, Inc.
8-K
2.1
July 26, 2021
3.1
Third Amended and Restated Certificate of Incorporation.
8-K
3.1
August 30, 2021
3.2
Amended and Restated Bylaws.
8-K
3.2
August 30, 2021
4.1
Specimen Class A Common Stock Certificate.
8-K
4.1
August 30, 2021
4.2
Description of the Registrant’s Securities.
10-K
4.2
March 25, 2022
10.1
Amended and Restated Registration Rights Agreement, dated as of August 24, 2021, by and among SmartRent, Inc., the Sponsor and certain equity holders of SmartRent.com, Inc. named therein.
8-K
10.1
August 30, 2021
10.2
Amended and Restated SmartRent, Inc. 2021 Equity Incentive Plan.
8-K
10.1
May 15, 2024
10.3
Restricted Stock Units Agreement under the SmartRent, Inc. 2021 Equity Incentive Plan.
8-K
10.11
August 30, 2021
10.4
Stock Option Agreement under the SmartRent, Inc. 2021 Equity Incentive Plan.
8-K
10.12
August 30, 2021
10.5
SmartRent, Inc. 2021 Employee Stock Purchase Plan.
S-4/A
10.14
July 26, 2021
10.6
SmartRent, Inc. 2025 Inducement Equity Incentive Plan and related form agreements.
Filed herewith
10.7
SmartRent, Inc. Executive Incentive Compensation Plan.
8-K
10.1
January 25, 2024
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10.8**
Credit Agreement, dated as of December 10, 2021, by and among (i) SmartRent, Inc., (ii) the several banks and other financial institutions or entities party thereto, and (iii) Silicon Valley Bank, as the issuing lender, swingline lender, administrative agent, collateral agent for the lenders, and the lead arranger.
8-K
10.1
December 13, 2021
10.9
Sponsor Agreement, dated April 21, 2021, by and among SmartRent, Inc., its former officers and directors, SmartRent.com, Inc. and the Sponsor.
8-K
10.2
April 22, 2021
10.10
Form of Indemnification Agreement between SmartRent, Inc. and each of the officers and directors of SmartRent, Inc.
S-4/A
10.24
July 26, 2021
10.11
SmartRent.com, Inc. Amended and Restated 2018 Stock Plan .
S-4/A
10.12
July 26, 2021
10.12
Stock Option Agreement under the SmartRent.com, Inc. Amended and Restated 2018 Stock Plan.
8-K
10.13
August 30, 2021
10.13
Restricted Stock Units Award Agreement under the SmartRent.com, Inc. Amended and Restated 2018 Stock Plan.
8-K
10.14
August 30, 2021
10.14
Employment Agreement, dated as of March 16, 2021, by and between SmartRent.com, Inc. and Lucas Haldeman.
S-4/A
10.16
July 26, 2021
10.15
First Amendment to Employment Agreement, dated as of January 1, 2024, by and between SmartRent.com, Inc. and Lucas Haldeman.
10-K
10.13
March 5, 2024
10.16
Amended and Restated Employment Agreement, dated as of January 22, 2025, by and between SmartRent, Inc. and Isaiah DeRose-Wilson.
Filed herewith
10.17
Amended and Restated Employment Agreement, dated as of January 22, 2025, by and between SmartRent, Inc. and Daryl Stemm.
Filed herewith
10.18
Amended and Restated Employment Agreement, dated as of January 22, 2025, by and between SmartRent, Inc. and Robyn Young.
Filed herewith
10.19
Amended and Restated Employment Agreement, dated as of January 22, 2025, by and between SmartRent, Inc. and Kristen Lee.
Filed herewith
10.20
Employment Agreement, dated as of January 16, 2025, by and between SmartRent, Inc. and Shane Paladin.
Filed herewith
10.21
Warrant to Purchase Common Stock, dated as of April 24, 2020 by and between SmartRent.com, Inc. and RET Ventures SPV I, L.P.
10-K
10.21
March 25, 2022
10.22
Warrant to Purchase Common Stock, dated as of February 4, 2021, by and between SmartRent.com, Inc. and LEN FW Investor, LLC.
10-K
10.22
March 25, 2022
10.23
Product Sales Agreement dated August 3, 2023, by and between SmartRent Technologies, Inc. and Ademco Inc., doing business as ADI Global Distribution.
8-K
10.1
August 8, 2023
10.24
SmartRent, Inc. Amended and Restated Non-Employee Director Compensation Policy.
Filed herewith
10.25
Severance Agreement and Release between SmartRent, Inc. and Lucas Haldeman, dated July 29, 2024.
10-Q
10.3
August 7, 2024
19.1
Insider Trading Policy of SmartRent, Inc., as amended and restated effective as of January 24, 2023.
10-K
19.1
March 5, 2024
21.1
Subsidiaries of SmartRent, Inc.
10-K
21.1
March 5, 2024
23.1
Consent of Deloitte & Touche LLP.
Filed herewith
24.1
Power of Attorney (included on the signature pages herein).
31.1
Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith
31.2
Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith
32.1
Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Filed herewith
97.1
Compensation Recovery Policy.
10-K
97.1
March 5, 2024
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
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104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101
* The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of SmartRent, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
** Certain exhibits and schedules have been omitted pursuant to Regulation S-K Item 601(b)(2) or Item 601(a)(5) (as applicable). We agree to furnish supplementally to the SEC a copy of any omitted exhibits or schedules upon request.
Indicates a management contract or any compensatory plan, contract or arrangement.
Item 16. Form 10-K Summary
None.
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Signa tures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 5th day of March 2025.
SmartRent, Inc.
By:
/s/ Michael Shane Paladin
Michael Shane Paladin
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Daryl Stemm
Daryl Stemm
Chief Financial Officer
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Shane Paladin and Daryl Stemm, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:
Signature
Capacity in Which Signed
Date
/s/ Michael Shane Paladin
Chief Executive Officer and Director
March 5, 2025
Michael Shane Paladin
(Principal Executive Officer)
/s/ Daryl Stemm
Chief Financial Officer
March 5, 2025
Daryl Stemm
(Principal Financial and Accounting Officer)
/s/ Alison Dean
Director
March 5, 2025
Alison Dean
/s/ John Dorman
Director
March 5, 2025
John Dorman
/s/ Frank Martell
Director
March 5, 2025
Frank Martell
/s/ Ana Pinczuk
Director
March 5, 2025
Ana Pinczuk
/s/ Ann Sperling
Director
March 5, 2025
Ann Sperling
/s/ Frederick Tuomi
Director
March 5, 2025
Frederick Tuomi
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