Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Chief Financial Officer
On April 28, 2022, SmartRent, Inc., a Delaware corporation (the "Company"),
announced the appointment of Hiroshi Okamoto as the Company's Chief Financial
Officer effective May 9, 2022.
Mr. Okamoto, age 57, has served as the Chief Financial Officer of Kinkisharyo
International, LLC, a leading light rail vehicle manufacturer headquartered in
Los Angeles, California, since September 2017. Prior to that, Mr. Okamoto served
in various positions with Touchstone Capital Group, a boutique investment bank
in Tokyo, Japan, and its affiliated entities from January 2008 to June 2017. He
served as Executive Vice President of Touchstone Capital Group's affiliated
startup company, SRE Technologies, Inc., from January 2016 to June 2017, and
spent eight years, from January 2008 to January 2016, as a Managing Director of
Touchstone Capital Group, advising global institutional investors in
cross-border acquisitions, dispositions and management of all real estate asset
classes. Mr. Okamoto started his career at KPMG, where he became a certified
public accountant (inactive status). He earned a Bachelor of Arts degree in
Economics from the University of California, Los Angeles, and a Masters in
Business Administration degree from the Harvard University Graduate School of
Business.
Pursuant to his Executive Employment Agreement, dated April 28, 2022 (the
"Executive Employment Agreement"), Mr. Okamoto will receive an annual base
salary of $400,000, will be eligible for a target cash incentive award of 60% of
base salary and will receive an initial grant of $400,000 of time-vested
restricted stock units ("RSUs") issued under the SmartRent, Inc. 2021 Equity
Incentive Plan, (the "Equity Incentive Plan"). Mr. Okamoto will also receive
medical and other benefits consistent with the Company's standard policies and
be eligible to participate in other Company plans.
The foregoing is a summary of the material terms of Mr. Okamoto's Executive
Employment Agreement and is qualified in its entirety by reference to the
Executive Employment Agreement, which will be filed as an exhibit to the
Company's quarterly report on Form 10-Q for the quarter ending June 30, 2022.
There are no family relationships, as defined in Item 401 of Regulation S-K,
between Mr. Okamoto 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. Okamoto that would require
disclosure under Item 404(a) of Regulation S-K.
Departure of Chief Financial Officer
In connection with Mr. Okamoto's appointment, Jonathan Wolter has informed the
Company that he will step down from his position as Chief Financial Officer
effective May 9, 2022. Following the effective time of his resignation, Mr.
Wolter has agreed to remain with the Company as a consultant through May 31,
2022, to assist Mr. Okamoto with transition matters. Mr. Wolter's decision to
step down is not the result of any dispute or disagreement with the Company on
any matter relating to its accounting or financial policies or procedures or its
financial statements or disclosure. The Company appreciates Mr. Wolter's many
contributions and thanks him for his service.
Item 7.01. Regulation FD Disclosure.
On April 28, 2022, the Company issued a press release announcing the appointment
of Mr. Okamoto as its Chief Financial Officer, which is attached hereto to as
Exhibit 99.1.
The information in Item 7.01 of this Current Report, including the accompanying
Exhibit 99.1, is being furnished and shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of Section 18. The
information in Item 7.01 of this Current Report shall not be incorporated by
reference into any registration
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statement or other document filed pursuant to the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
contained in such filing.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release dated April 28, 2022.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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