Exhibit 99.1
SMARTRENT, INC. INSIDER TRADING POLICY
As amended and restated effective as of January 24, 2023
This Insider Trading Policy (this “Policy”) describes the standards of SmartRent, Inc. and its subsidiaries (collectively, the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided into two parts: Part I prohibits trading in certain circumstances and applies to all of the Company’s directors, officers, and employees and their respective immediate family members; and Part II imposes special additional trading restrictions and applies to the Company’s (i) directors, (ii) executive officers, and (iii) employees listed on Exhibit B hereto (collectively, the “Insiders”).
PART I
Section 1. Applicability. This Policy applies to all of the Company’s employees, directors, officers, and consultants, their family members, and entities over which such individuals have or share voting or investment control. This Policy also applies to any other person who receives material non-public information from any Insider or is otherwise designated by the Company as a Compliance Officer (as defined below). For purposes of this Policy, “family members” include people who live with you, or are financially dependent on you, and also include those whose transactions in securities are directed by you or are subject to your influence or control.
This Policy continues to apply following termination of employment or other relationship through the first trading day after any material non-public information in your possession has become public or is no longer material. Each employee, officer, consultant, and director is personally responsible for the actions of their family members and other persons with whom they have a relationship who are subject to this Policy, including any pre-clearances required.
Section 2. General Policy: No Trading or Causing Trading While in Possession of Material Non-Public Information.
circumstances that could suggest that you were trying to help another profit or avoid a loss. Exercise care when speaking with others who do not “need to know,” even if they are subject to this Policy, as well as when communicating with family, friends, and others not associated with the Company. To avoid the appearance of impropriety, refrain from discussing the Company’s business or prospects or making recommendations about buying or selling the Company’s securities or the securities of other companies with which the Company has a relationship. Inquiries about the Company should be directed to the Investor Relations team.
Section 3. Definitions.
2
3
you must wait until the close of business on the first trading day after the information was publicly disclosed before you can treat the information as public.
Section 4. Compliance Officer. The Company has designated Insider Trading Compliance Officers (each, a “Compliance Officer”). The duties of each Compliance Officer will include the following:
4
all required SEC reports relating to insider trading, including without limitation Forms 3, 4, 5, and 144 and Schedules 13D and 13G;
Compliance Officers may designate one or more individuals who may perform the Compliance Officer’s duties in the event that a Compliance Officer is unable or unavailable to perform such duties. In fulfilling duties under this Policy, the Compliance Officers shall be authorized to consult with the Company’s outside legal counsel.
Section 5. Only Designated Company Spokespersons Are Authorized to Disclose Material Non-Public Information. U.S. federal securities laws prohibit the Company from selectively disclosing material non-public information. The Company has established procedures for releasing material information in a manner that is designed to achieve broad dissemination of the information immediately upon its release. Employees may not, therefore, disclose material non-public information to anyone outside the Company, including family members and friends, other than in accordance with those established procedures. Any inquiries about the Company should be directed to the Investor Relations team.
Section 6. Employees Must Follow Company Communications Guidelines. Employees must follow the SmartRent Disclosure and Regulation FD Policy when communicating about the Company, including via social media or other Internet posting.
Section 7. Other Transactions in Company Securities; Certain Exceptions to Policy.
5
Section 8. Policy Violations Must Be Reported. Any person who violates this Policy, the Company’s Disclosure Policy or any federal or state laws governing insider trading, or knows of any such violation by any other person, must report the violation immediately to a Compliance Officer or the Audit Committee of the Board (the “Audit Committee”), as the SEC can seek civil penalties against the Company, and its directors and supervisory personnel for failing to take appropriate steps to prevent illegal trading. Upon learning of any such violation, a Compliance Officer or the Audit Committee, in consultation with the Company’s legal counsel, will determine whether the Company should release any material non-public information or whether the Company should report the violation to the SEC or other appropriate governmental authority.
Section 9. Company May Suspend All Trading Activities by Employees. In order to avoid any questions and to protect both employees and the Company from any potential liability, from time to time, the Company may impose a “blackout” period during which some or all employees may not buy or sell Company securities. A Compliance Officer will impose such a blackout period if, in his or her judgment, there exists non-public information that would make trades by the Company’s employees (or certain employees) inappropriate in light of the risk that such trades could be viewed as violating applicable securities laws. If you are made aware of such a blackout period, do not disclose its existence to anyone.
6
Section 10. Violations of Insider Trading Laws or this Policy Can Result in Severe Consequences
Section 11. This Policy Is Subject to Revision. The Company may change the terms of this Policy from time to time to respond to developments in law and practice, and will take steps to inform all affected persons of any material changes.
Section 12. All Persons Must Acknowledge their Agreement to Comply with this Policy. This Policy will be available on the Company’s internal website, delivered to all persons subject to this Policy upon adoption, and to all new other persons at the start of their employment or relationship with the Company. Upon first receiving a copy of this Policy or any revised versions, each such person must sign an acknowledgment that he or she has received a copy and agrees to comply with this Policy’s terms. This acknowledgment and agreement will constitute consent for the Company to impose sanctions for violation of this Policy and to issue any necessary stop-transfer orders to the Company’s transfer agent to enforce compliance with this Policy.
Section 13. PART II
Section 14. Executive Officers, Directors, and Certain Named Employees are Subject to Additional Restrictions.
7
public information concerning the Company. The Company will amend Exhibit B from time to time as necessary to reflect the addition and departure of Insider Employees.
Section 15. Trading Window. Any trade by an Insider that is subject to this Policy will be permitted only during an open “trading window.” Even when the trading window is open, all Company personnel are prohibited from trading in Company securities while in possession of material non-public information. The trading window generally opens following the close of trading on the first full trading day following the public issuance of the Company’s earnings release for the most recent fiscal quarter and closes at the close of trading on the 16th day of the last month of a fiscal quarter. In addition to when the trading window is scheduled to be closed, the Company may impose a special blackout period at its discretion due to the existence of material non-public information. A Compliance Officer will advise Insiders when the trading window opens and closes.
Section 16. Trade Pre-Clearance Required. As part of this Policy, all purchases and sales of equity securities of the Company by Insiders, other than transactions that are not subject to this Policy or transactions pursuant to a Trading Plan (as defined below) authorized by a Compliance Officer, must be pre-cleared by a Compliance Officer. This requirement is intended to prevent inadvertent violations of this Policy, avoid trades involving the appearance of improper insider trading, facilitate timely Form 4 reporting by Section 16 Insiders, and avoid transactions that are subject to disgorgement under Section 16(b) of the Exchange Act.
Requests for pre-clearance must be submitted on the form attached hereto as Exhibit C to a Compliance Officer at least two business days in advance of each proposed transaction. If the Insider does not receive a response from a Compliance Officer within 24 hours, the Insider must follow up to ensure that the message was received. Once the proposed transaction is pre-cleared, the Insider may proceed with it on the approved terms, provided that he or she complies with all other securities law requirements, such as Rule 144 and prohibitions regarding trading on the basis of inside information, and with any special trading blackout imposed by the Company prior to the completion of the trade.
Section 17. Pre-Clearance of Rule 10b5-1 Trading Plans Required. Pre-clearance is required for the establishment of a documented trading plan (the “Trading Plan”) under Rule 10b5-1 (“Rule 10b5-1”) at least five full trading days prior to entry into or modification of the Trading Plan. However, pre-clearance will not be required for individual transactions effected pursuant to a pre-cleared Trading Plan. All Section 16 Insiders must immediately report the results of transactions effected under a Trading Plan to a Compliance Officer since they will be reportable
8
on Form 4 within two business days following the execution of the trade, subject to an extension of not more than two additional business days where the Section 16 Insider is not immediately aware of the execution of the trade. Notwithstanding the foregoing, any transactions by a Compliance Officer who is also an Insider shall be subject to pre-clearance by another Compliance Officer, the Chief Financial Officer or, in the event of their unavailability, the Chief Executive Officer.
Section 18. Hardship Exemptions. Compliance Officers may, on a case by case basis, authorize a transaction in Company securities outside of the trading window (but in no event during a special blackout period) due to financial or other hardship. Any request for a hardship exemption must be in writing and must describe the amount and nature of the proposed transaction and the circumstances of the hardship. The Insider requesting the hardship exemption must also certify to a Compliance Officer within two business days prior to the date of the proposed trade that he or she is not in possession of material non-public information concerning the Company. The existence of the foregoing procedure does not in any way obligate a Compliance Officer to approve any hardship exemption requested by an Insider.
Section 19. Brokers. All Insiders must ensure that their broker does not to execute any transaction for the Insider (other than under a previously authorized Rule 10b5-1 trading plan) until the broker has verified with a Compliance Officer that the transaction has been pre-cleared.
Section 20. Reporting of Transactions Required. To facilitate timely reporting under Section 16 of the Exchange Act, Section 16 Insiders are required to on the same day as the trade date, or, with respect to transactions effected pursuant to a Trading Plan under Rule 10b5-1, on the day the Insider is advised of the terms of the transaction, (a) report the details of each transaction to a Compliance Officer, and (b) arrange with persons whose trades must be reported by the Insider under Section 16 (such as immediate family members living in the Insider’s household) to immediately report directly to the Company and to the Insider the following transaction details:
The transaction details must be reported to a Compliance Officer, with copies to Company personnel who will assist the Section 16 Insider in preparing his or her Form 4.
9
Section 21. Oversight by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee of the Board (the “Governance Committee”) will be responsible for monitoring and recommending any modification to this Policy, if necessary or advisable, to the Board. The Governance Committee will also review, at least annually, those individuals who are deemed to be executive officers for purposes of Section 16 and will recommend any changes regarding such status to the Board.
Section 22. Named Employees Considered Insiders. The Governance Committee will review, at least annually, those individuals deemed to be “Insiders” for purposes of this Part
II. Insiders shall include persons subject to Section 16 and such other persons as the Governance Committee deems to be Insiders. Generally, Insiders shall be any person who by function of their employment is consistently in possession of material non-public information or performs an operational role, such as head of a division or business unit, that is material to the Company as a whole.
Section 23. Special Guidelines for Rule 10b5-1 Trading Plans. Notwithstanding the foregoing, an Insider will not be deemed to have violated this Policy for transactions that meet all of the enumerated criteria below:
10
11
12
Section 24. Certain Types of Transactions Are Prohibited.
13
Company assumes no liability for the consequences of any transaction made pursuant to such request.
14
EXHIBIT A SECTION 16 INSIDERS
(AS OF JANUARY 6, 2023)
Name Title
Lucas Haldeman Chairman, Chief Executive Officer & Director Hiroshi Okamoto Chief Financial Officer
Isaiah DeRose-Wilson Chief Technology Officer Brian Roberts Chief Legal Officer
Robyn Young Chief Marketing Officer
Alana Beard Directors
Robert Best Director
Bruce Strohm Director
Fred Tuomi Director
John Dorman Director
Ann Sperling Director
EXHIBIT B INSIDER EMPLOYEES
(AS OF JANUARY 6, 2023)
Name Title
Lucas Haldeman Chief Executive Officer
Hiroshi Okamoto Chief Financial Officer Isaiah DeRose-Wilson Chief Technology Officer Sarah Roudybush Chief of Staff
Brian Roberts Chief Legal Officer
Robyn Young Chief Marketing Officer
Demetrios Barnes EVP, Client Engagement
Mitchell Karren EVP, Corporate Development
Heather Auer Senior Vice President, Human Resources
Daryl Stemm Senior Vice President, Finance
Justin Lesko Director of Partnerships
Mike McDonald Vice President, Accounting and Finance
Jordan Hymas Controller
Lauren Warddrip Senior Financial Analyst
Denise Furrer Executive Administrative Assistant
Kristen Lee Vice President & Deputy General Counsel
Terry Danner EVP, Sales
Joseph Westlake EVP, Product
Amanda Chavez Director, Corporate Communications
Nate Stormer Chief Creative Officer & VP Design
Wyron Bobis Senior Vice President, Operations
Annalise Lasater VP, Investor Relations
Sebastian Popovic CEO, Tri Plus Grupa
EXHIBIT C
FORM OF PRECLEARANCE REQUEST AND APPROVAL
(Under the Company’s Insider Trading Policy)
The undersigned hereby requests approval of the following transaction in the shares of common stock of SmartRent, Inc. (the “Company”).
_____ A transaction to purchase _____ shares/dollars of common stock of the Company.
_____ A transaction to sell _____ shares/dollars of common stock of the
Company.
The undersigned understands and agrees that:
(Signature) Print Name: Date:
This transaction has been approved for the trading window commencing
and ending, unless closed earlier in accordance with the terms of the Policy. By:
[●]
Date:
EXHIBIT D
FORM OF RULE 10b5-1 CERTIFICATION
(Under the Company’s Insider Trading Policy)
Prior to entering into a Rule 10b5-1 Trading Plan (the “Plan”), the undersigned hereby certifies to SmartRent, Inc. (the “Company”) the following:
• ☐ The undersigned is not aware of material non-public information about the Company or its securities.
• ☐ The undersigned is adopting the Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1.
• ☐ The undersigned will act in good faith throughout the duration of the Plan comply with the requirements of Rule 10b5-1.
(Signature) Print Name: Date: