04/16/2021 | Press release | Distributed by Public on 04/16/2021 05:01
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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William Y. (Billy) Carroll, Jr.
President and Chief Executive Officer
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Wesley M. (Miller) Welborn
Chairman
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(i)
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to elect as directors the 11 nominees named in these proxy materials ('Proposal Number One');
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(ii)
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to ratify the appointment of our independent registered public accounting firm for our fiscal year ending December 31, 2021 ('Proposal Number Two'); and
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(iii)
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to consider other business as may properly come before the Annual Meeting or any adjournment of the meeting.
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RESOLVED, that the shareholders of SmartFinancial, Inc. elect the following persons as directors of SmartFinancial, Inc. for a term ending at the annual meeting of shareholders of SmartFinancial, Inc. held in the year 2022, and until their successors are duly elected and qualified: Victor L. Barrett, Monique P. Berke, William ('Billy') Y. Carroll, Jr., William ('Bill') Y. Carroll, Sr., Ted C. Miller, David A. Ogle, Ottis H. Phillips, Jr., Steven B. Tucker, Wesley M. ('Miller') Welborn, Keith E. Whaley, O.D., and Geoffrey A. Wolpert.
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Nominee
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Age
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Position(s) with SmartFinancial or SmartBank (other than as Director)
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Director Since
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Victor L. Barrett
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68
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N/A
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2007
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Monique P. Berke
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54
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N/A
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2014
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William ('Billy') Y. Carroll, Jr.
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52
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President & CEO of SmartFinancial, Inc., and President & CEO of SmartBank
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2007
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William ('Bill') Y. Carroll, Sr.
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81
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Vice Chairman of SmartFinancial, Inc. and SmartBank
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2007
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Ted C. Miller
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78
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N/A
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2007
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David A. Ogle
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63
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N/A
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2007
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Ottis H. Phillips, Jr.
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69
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N/A
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2020
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Steven B. Tucker
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68
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N/A
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2017
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Wesley M. ('Miller') Welborn
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62
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Chairman of SmartFinancial, Inc. and SmartBank
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2009
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Keith E. Whaley, O.D.
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50
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N/A
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2007
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Geoffrey A. Wolpert
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65
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N/A
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2007
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Victor L. Barrett
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Victor L. Barrett is a co-founder and current partner of The Track Recreation Center, a family entertainment center business with locations in Pigeon Forge, Tennessee, Destin, Florida, and Gulf Shores, Alabama. Prior to 1984, he worked with various oil-related companies in accounting and finance positions in Houston, Texas.
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Qualifications and Experience
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Leadership: Through his experience in the energy sector and as a successful business owner, Mr. Barrett has developed strong management, leadership, and financial experience. He also brings extensive knowledge of the East Tennessee business community to SmartFinancial.
Industry & Finance: Mr. Barrett has served in various accounting and finance positions, and he is a licensed certified public accountant and in inactive status.
Civic Involvement: He currently serves on the Gatlinburg Airport Authority Board and the City of Pigeon Ford Industrial Development Board. Mr. Barrett has previously served on the Board of the Tennessee Museum of Aviation.
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Monique P. Berke
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Monique P. Berke currently serves as Vice President of Community & Corporate Engagement and Marketing at United Way of Greater Chattanooga, a non-profit dedicated to uniting people and resources in building a stronger, healthier community in the greater Chattanooga area. From 2015 to 2020, she held the position of Vice President of Business Transformation at CBL Properties, a developer and manager of retail shopping properties. She was the Vice President of Human Resources and Global Services for Unum Group from 2010 to 2012, as well as the Vice President of Investment Operations for the Unum Group from 2012 to 2015. She served as the Chief Operating Officer and Vice President for External Affairs at The Ochs Center for Metropolitan Studies from 2009 to 2010. Mrs. Berke served as the owner and operator of Berke Coaching & Consulting from 2000 to 2008, providing consulting and coaching services to Fortune 500 companies.
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Qualifications and Experience
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Leadership: Mrs. Berke brings strong leadership, business operations, financial services, and human resources knowledge with her role as Vice President at the Unum Group. Her background in consulting and in business transformation at CBL adds experience to our Board concerning process and change management as well as strategic planning. In her current role, she demonstrates commitment to the health and well-being of the community.
Industry & Finance: Mrs. Berke has extensive experience in the financial services industry with specializations in human resources and operational effectiveness.
Civic Involvement: Board service as Director for Siskin Hospital for Physical Rehabilitation, Advisory Committee Member for Latina Professionals of Chattanooga and The State Foundation.
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William ('Billy') Y. Carroll, Jr.
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William ('Billy') Y. Carroll, Jr. currently serves as the President and Chief Executive Officer of SmartBank and SmartFinancial. Prior to 2007, his financial industry tenure included various management roles, including the position of Executive Vice President and Chief Financial Officer with Citizens National Bank.
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Qualifications and Experience
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Leadership: Mr. Carroll, Jr.'s skills in management, leadership, business operations, accounting and finance have successfully positioned SmartBank throughout its diverse markets.
Industry & Finance: With his many years of experience in the banking sector, he has extensive knowledge of the financial industry, including experience leading a publicly traded company.
Civic Involvement: Active in his community, he has served as: a branch director for the Federal Reserve Bank of Atlanta's Nashville Branch, a member of the Sevierville Planning Commission, a Board member for the Great Smoky Mountains Institute at Tremont, president of Sevier County's University of Tennessee Alumni Chapter, and in various capacities with numerous other local organizations.
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William ('Bill') Y. Carroll, Sr.
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William ('Bill') Y. Carroll, Sr. served as SmartBank and Legacy SmartFinancial's Board Chairman from its inception until 2016. Mr. Carroll, Sr. currently serves as Vice Chairman of both SmartBank's and SmartFinancial's Boards of Directors. Mr. Carroll, Sr. previously served as the Director of Business development for SmartBank from 2007 to 2019. He began his banking career in 1963 with Hamilton National Bank. He began serving with Citizens National Bank when it opened in 1973. While there, Mr. Carroll, Sr. moved from Vice President to the roles of President, Chief Executive Officer and Chairman of the Board.
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Qualifications and Experience
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Leadership: With his expansive banking career, Mr. Carroll, Sr. brings a variety of skills and leadership values to the SmartFinancial organization. His role as President and CEO of Citizens National Bank included leading the senior management team through a period of heavy and successful growth. In his current role with SmartBank, he uses his leadership and management skills in business development.
Industry & Finance: With considerable strategic insight and management skills built through his 50 years of experience in the financial industry, Mr. Carroll, Sr. brings a wealth of knowledge about the East Tennessee business community to SmartFinancial.
Civic Involvement: Mr. Carroll, Sr. has served the banking industry in a variety of ways, including: past President and Board member of the Tennessee Bankers Association, past member of the Federal Home Loan Bank of Cincinnati, and member of the State Advisory Council of the U.S. Small Business Administration. Mr. Carroll, Sr. is the recipient of the Leader in Banking Excellence Award from the Tennessee Bankers Association. He also served as past Chairman of the Board of Fort Sanders Medical Center, and is a former member of the University of Tennessee Board of Trustees.
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Ted C. Miller
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Ted C. Miller currently serves as the Business Manager and Partner of Dolly Parton Productions, a position he has held since 1986. Mr. Miller is the Director and Secretary at World Choice Investments, which owns and operates restaurant and entertainment venues in multiple states and is a partner of newly formed 3 Peaks Custard, LLC, established in January 2021, which owns Andy's Custard franchise in East Tennessee.
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Qualifications and Experience
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Leadership: With over 50 years of marketing and strategic planning expertise, Mr. Miller brings unique knowledge and business acumen to the Board of Directors.
Industry & Finance: While serving in the marketing industry, Mr. Miller has developed a deep knowledge of the tourism, recreation, and themed-attractions industry. His prior experience in various business leadership roles further informs his financial industry knowledge and contributes to his ability to lead and execute successful initiatives for impacted growth.
Civic Involvement: Mr. Miller currently serves as the Vice Chairman of the Dollywood Foundation and the Imagination Library.
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David A. Ogle
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David A. Ogle currently serves as the Lead Independent Director of the Board of Directors. Mr. Ogle was the co-founder and currently serves as President of Five Oaks Development Group. Additionally, he is the founder of Five Oaks/Ogle, Inc., co-founder and President of Oaktenn, Inc., and co-founder and officer of Five Oaks Outlet Centers, Inc. His career also includes owner and operator of six Sevier County, Tennessee hotel, condominiums and resort lodging properties.
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Qualifications and Experience
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Leadership: With his past experience starting and leading multiple commercial endeavors, Mr. Ogle's extensive background in finance, management, business operations, and strategic development brings valuable strategic leadership to the SmartFinancial Board of Directors.
Industry & Finance: As the founder of a number of commercial enterprises, Mr. Ogle has been one of the leading real estate developers and contractors in East Tennessee over the past quarter century.
Civic Involvement: Highly active in his community, Mr. Ogle is the past Chairman of the Tennessee Real Estate Commission and past Chairman of the Board of Trustees for Carson Newman College. In December 2010, he was conferred an Honorary Doctorate of Business Administration from Carson Newman College. He has also been recognized by Business Tennessee magazine for his success as a Top Commercial Real Estate Developer. In 2007, he was inducted into the East Tennessee Business Hall of Fame.
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Ottis H. Phillips, Jr.
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Ottis H. Phillips, Jr. formerly served as President and Chief Executive Officer of Progressive Savings Bank. Prior to Progressive, he served as President of Mid-South Distributing until January 2016, when the company was sold to Cherokee Distributing headquartered in Knoxville, Tennessee.
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Qualifications and Experience
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Leadership: Mr. Phillips brings extensive knowledge of the Cookeville and Upper Cumberland Plateau region, and has vast experience with business growth strategies, marketing and operations.
Industry & Finance: He joined the Board of Directors for Progressive and Progressive Savings Bank in March 2016 and became its Chairman in January 2018. In addition to his work with Progressive, Mr. Phillips is the managing partner for Phillips Properties Partnership. Mr. Phillips previously served as managing partner for Eagles Properties from February 2019 to January 2020.
Civic Involvement: He has served as a Chairman and an executive Board member of the Cookeville/Putnam County Chamber of Commerce and the Tennessee Malt Beverage Association, and he has been a member of the National Distributor Advisory Council for Miller Brewing Company. Mr. Phillips has been actively involved with local youth sports for more than 30 years. He has served as a Vice President of the Cavalier Athletic Association, Chairman of the Convention and Visitors Bureau and Chairman of the local TSSAA steering committee. He is a member of the Tennessee Tech Sports Hall of Fame Selection Committee and Vice Chairman of the Tennessee Tech Football Alumni Committee. He currently serves on the Executive Committee of the Tennessee Tech University Foundation Board. In 2013 he was named the Tennessee Tech Athletics Outstanding Alumnus award winner and in 2018 he was honored by receiving the Outstanding Philanthropy Award from Tennessee Tech University's Alumni Association.
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Steven B. Tucker
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Steven B. Tucker is the past President of Barnett Transportation, a liquid bulk transporter headquartered in Tuscaloosa, Alabama. Mr. Tucker is also a Principal in TriCo Resources, a trailer leasing company, as well as BTI Real Estate. He has an extensive background including service as an officer in the United States Army. After his military career, he joined the national accounting firm of Arthur Andersen, and became a certified public accountant. Mr. Tucker has over 20 years of public accounting experience. Prior to his appointment to the SmartFinancial Board, Mr. Tucker was Chairman of the Board of Directors of Capstone Bancshares, Inc. and Capstone Bank.
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Qualifications and Experience
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Leadership: In addition to his military career, Mr. Tucker's extensive knowledge of the Alabama business community makes him a valuable asset to SmartFinancial's growth strategy. His accounting experience, leadership skills and business acumen also lend insights that are crucial to SmartFinancial's vision.
Industry & Finance: Through his career as CFO and President of Barnett Transportation and his public accounting experience, Mr. Tucker has developed an extensive knowledge of the Alabama business community and the financial industry.
Civic Involvement: Mr. Tucker's many years of involvement with the Tuscaloosa Children's Hands-On Museum has included the roles of Treasurer and President. He has served on the Board of the Alabama Trucking Association Workmen's Compensation Fund, as well as other varied civic organizations.
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Wesley M. ('Miller') Welborn
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Wesley M. ('Miller') Welborn currently serves as Chairman of the Board of Directors of SmartFinancial and SmartBank. Mr. Welborn's career has included a variety of ventures, including former Co-Founding Partner of the Lamp Post Group, a Chattanooga, Tennessee-based venture capital incubator, where he served from 2010 to 2015. He also has served for over 20 years as President of Welborn & Associates, Inc., a Chattanooga, Tennessee-based transportation consulting firm, and is the former President and Chief Executive Officer of the publicly traded trucking company, Boyd Brothers, Inc. Mr. Welborn also serves as a director of Covenant Transportation Group, Inc. (NASDAQ-CVTI).
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Qualifications and Experience
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Leadership: Mr. Welborn's expansive and deep knowledge of the Chattanooga community is not only valuable for entrepreneurial and strategic initiatives, but he also provides experience with public company purchase and sale transactions. He brings experience in leadership and business operations with his past role as President & CEO of Boyd Brothers, Inc.
Industry & Finance: Mr. Welborn's former partnership with Welborn & Associates, Inc. and his role as President & CEO of Boyd Brothers, Inc. showcase his ability to understand high functioning companies, including the inner-workings of publicly traded companies. His involvement as a co-founding partner of the Lamp Post Group also proves his financial knowledge of strategic capital development.
Civic Involvement: Mr. Welborn also serves on the Board of several non-profit organizations.
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Keith E. Whaley, O.D.
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Keith E. Whaley, O.D. founded Whaley Family Eyecare in Pigeon Forge, Tennessee. He attended the University of Tennessee at Chattanooga and at Knoxville, and earned his Doctor of Optometry from the Southern College of Optometry.
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Qualifications and Experience
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Leadership: Dr. Whaley brings a considerable amount of knowledge of the Sevier County, Tennessee market, including his own skills in leadership, strategic development and financial experience with founding his own medical practice, and serving in a variety of community roles.
Industry & Finance: Dr. Whaley has past experiences within the Sevier County, Tennessee government system, serving as Mayor of Pigeon Forge, Tennessee from 2007 to 2011. His financial knowledge also includes his current roles as a commissioner on the Sevier County Board of Commissioners, and since 2013 he has served as commissioner of the Sevier County Utility District.
Civic Involvement: Dr. Whaley currently holds memberships in the American Optometric Association, the Tennessee Association of Optometric Physicians (TAOP) and the East Tennessee Society of Optometric Physicians. He served on the TAOP Board of Trustees from 2001 to 2010. He is also a past Board member for the Pigeon Forge Rotary Club, where he served as President from 2003 to 2004. He formerly served as President of the Business Network International Sevier County Chapter.
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Geoffrey A. Wolpert
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Geoffrey A. Wolpert is the owner of The Park Grill and The Peddler Steakhouse in Gatlinburg, Tennessee. He has had an outstanding career in the hospitality industry with over 40 years of experience. He also has over 20 years' experience in the financial industry, including positions on the Board of Directors for both The First National Bank of Gatlinburg and BankFirst, now known as Truist.
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Qualifications and Experience
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Leadership: Mr. Wolpert has an extensive knowledge of business operations, and he brings strategic leadership and financial experience to the Board of Directors. His expansive career in the hospitality industry also includes a working knowledge of entrepreneurship.
Industry & Finance: Mr. Wolpert has over two decades of serving as a Board member for other financial institutions, his knowledge in the financial industry includes bank mergers and growth strategies.
Civic Involvement: Mr. Wolpert was recognized in 2000 as Volunteer of the Year by the Gatlinburg Chamber of Commerce, and received the 2004 Leadership Award from the United Way of Sevier County. He is also the founding President of the Gatlinburg Gateway Foundation. He is a past President for the Board of Governors for Arrowmont School of Arts & Crafts, and recently served as Chairman of the Development Committee for the school.
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Rebecca Boyd
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Rebecca C. Boyd (age 40) has served as Executive Vice President, Chief People Officer of SmartBank since 2020. Ms. Boyd has over 20 years' experience in the human resources field, and most recently served as the Vice President, Director of Human Resources at SmartBank. Ms. Boyd joined SmartBank in 2016.
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Qualifications and Experience
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Leadership: Ms. Boyd leads Human Resources and all aspects of people management including training and development, payroll, benefits, recruiting, talent management, associate engagement, and HR technology.
Industry & Finance: With over 20 years' experience, Ms. Boyd's leadership, knowledge and experience will assist in s supporting us meeting our organization's objectives and the overall vision of SmartBank.
Civic Involvement: Ms. Boyd is a current member of the Society of Human Resource Management, an active Board member of Make A Wish East Tennessee, and President Elect of East Tennessee Compensation and Benefits Association. Ms. Boyd also volunteers for various regional non-profit organizations.
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Cynthia Cain
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Cynthia A. Cain (age 48) has served as Executive Vice President, Director of Financial Planning and Analysis at SmartBank since 2019. Mrs. Cain has over 14 years' experience in the financial industry, and over 25 years of experience in accounting. Mrs. Cain previously served as Senior Vice President in the Accounting Department at South State Bank in Columbia, SC, for 12 years. While serving in various roles, Mrs. Cain had extensive involvement with accounting operations, financial reporting, mergers and acquisitions, stress testing, and strategic planning.
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Qualifications and Experience
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Leadership: Mrs. Cain oversees the accounting and finance department at SmartBank and plays a key role in financial reporting as well as forecasting and budgeting, which provides valuable input to the banks' strategic planning process.
Industry & Finance: With over 25 years' experience, Mrs. Cain has extensive banking and accounting knowledge and has successfully led multiple mergers and acquisitions teams.
Civic Involvement: Mrs. Cain is involved in a variety of non-profit organizations.
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Gregory L. Davis
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Gregory L. Davis (age 54) has served as Executive Vice President, Chief Lending Officer of SmartBank since 2006. He began his career as an examiner for the Tennessee Department of Financial Institutions. In 1998, he started with BankFirst as its Vice President and Commercial Lender. After BankFirst was acquired by BB&T, Mr. Davis served as Senior Vice President and City Executive in Sevier County, Tennessee. He joined SmartBank in 2006, where he currently oversees the commercial, consumer, and SBA lending divisions.
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Qualifications and Experience
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Leadership: During his career, Mr. Davis has held many leadership roles in the financial services industry, including commercial lending, business development, product sales, and employee development and training.
Industry & Finance: Mr. Davis has had a successful career in the financial industry as both a banker and financial examiner. He also earned the 2002 Sterling Performer Award as BB&T's East Tennessee Region top commercial lender.
Civic Involvement: Mr. Davis currently serves on the Board of Directors for the Areawide Development Corporation and the Sevier County Electric System.
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Ronald J. Gorczynski
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Ronald J. Gorczynski (age 55) has served as Executive Vice President, Chief Financial Officer of SmartFinancial and SmartBank since 2019. He has over 25 years' experience in the financial industry, and previously served as the Chief Accounting Officer for the Bank of North Carolina in High Point, North Carolina. While serving in this position, he had extensive involvement with corporate responsibilities, including investor relations and corporate governance.
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Qualifications and Experience
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Leadership: He plays a key role in providing valuable input on the strategic vision of the bank, as well as oversite of budgeting, forecasting, and analysis. He oversees investor relations, corporate governance and the company's merger and acquisition strategy.
Industry & Finance: With over 25 years' experience in the financial industry, he has extensive banking knowledge in various roles and has successfully led a team through over a dozen mergers and acquisitions.
Civic Involvement: He is a member of the American Institute of Certified Public Accountants.
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Daniel Hereford
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Daniel Hereford (age 40) has served as Executive Vice President, Chief Information Officer of SmartBank since July 2020. Mr. Hereford has over 20 years' experience in technology and financial services industry and previously served as the Chief Information Officer for MidSouth Bank and First NBC Bank. While serving in these roles, Mr. Hereford had extensive involvement with regulatory compliance, cybersecurity, digital transformation, and mergers & acquisitions. Mr. Hereford graduated from The University of New Orleans in 2002. Mr. Hereford holds several technical certifications including Microsoft Certified Solutions Expert and Certified Information Systems Security Professional.
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Qualifications and Experience
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Leadership: Holding a variety of technology and cybersecurity management and executive roles in the banking industry, Mr. Hereford brings an extensive background in secure digital enablement. Mr. Hereford has proven experience building scalable technology solutions and supporting bank mergers & acquisitions.
Industry & Finance: Mr. Hereford in the financial services industry in various technology and cybersecurity roles for over 20 years, including Chief Information Officer roles for MidSouth Bank and First NBC Bank. Additionally, Mr. Hereford has extensive experience in technology consulting with national and global firms.
Civic Involvement: Mr. Hereford is an active member of FS-ISAC and InfraGard.
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Rhett D. Jordan
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Rhett D. Jordan (age 50) has served as Executive Vice President, Chief Credit Officer of SmartBank since 2013. Mr. Jordan has over 20 years' experience in the financial industry, and most recently served as the Senior Vice President, East Tennessee Area Credit Officer for Regions Bank in Knoxville, Tennessee. He joined SmartBank in 2014.
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Qualifications and Experience
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Leadership: Holding a variety of management and executive roles in the banking industry, Mr. Jordan brings an extensive background in management and finance.
Industry & Finance: With over 20 years' experience, Mr. Jordan's wide array of knowledge and experience assist in the overall vision of SmartBank, derived from five years of experience serving as the Chief Credit Officer for Capstone Bank and BankEast.
Civic Involvement: Mr. Jordan is a current member of the Risk Management Association, and a past member of the Association of Financial Professionals and the United Way of East Tennessee Funds Allocation Committee. He has also served on various regional non-profit organization Boards and Committees.
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Gary W. Petty, Jr.
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Gary W. Petty, Jr. (age 46) has served as Executive Vice President, Chief Risk Officer of SmartFinancial and SmartBank since 2000. Prior to the 2015 merger, Mr. Petty served Cornerstone Bancshares, Inc. in a variety of positions, including Chief Financial Officer, Chief Operating Officer, and Internal Auditor.
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Qualifications and Experience
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Leadership: Mr. Petty's diverse skills in finance, management, business operations, and risk management contribute to his success in his current position with SmartFinancial and SmartBank.
Industry & Finance: With over 20 years' experience in the financial industry, Mr. Petty has held a variety of roles that lend to his wealth of banking knowledge, including serving on the Board of Directors of Bright Bridge, a community development financial institution.
Civic Involvement: Mr. Petty is active in his community and involved with a variety of non-profit organizations.
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•
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the approximate dollar amount involved in the transaction, including the amount payable by or to the related person;
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•
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the nature of the interest of the related person in the transaction;
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•
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whether the transaction may involve a conflict of interest;
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•
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whether the transaction involves the provision of goods or services to the Company that are available from unaffiliated third parties and, if so, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; and
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•
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the purpose of the transaction and any potential benefits to the Company.
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Name
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Number of
Shares of
Common Stock
Directly or
Indirectly Owned
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Right to
Acquire(3)
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Total Number
of Shares of
Common Stock
Beneficially Owned
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Percentage of
Class of Shares
Beneficially
Owned as of
March 29, 2021(4)
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Directors and Named Executive Officers:(1)(2)
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Victor L. Barrett
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173,500
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173,500
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1.15%
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Monique P. Berke
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10,512
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1,025
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11,537
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| |
*
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William Y. Carroll, Jr.
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| |
135,766
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| | | |
135,766
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| |
*
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William Y. Carroll, Sr.
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29,468
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| | | |
29,468
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*
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Ronald J. Gorczynski
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9,000
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| | | |
9,000
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| |
*
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Ted C. Miller
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128,958
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| | | |
128,958
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*
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David A. Ogle
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218,719
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| | | |
218,719
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1.45%
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Ottis H. Phillips, Jr.
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227,383
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| | | |
227,383
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1.51%
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Steven B. Tucker
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62,450
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| | | |
62,450
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*
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Wesley M. Welborn
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115,849
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7,275
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123,124
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*
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Keith E. Whaley, O.D.
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80,242
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| | | |
80,242
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| |
*
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Geoffrey A. Wolpert
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195,182
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| | | |
195,182
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1.29%
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All directors and executive officers as a group (12 persons)
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1,387,029
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8,300
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1,395,329
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9.23%
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*
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Less than 1%
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(1)
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Each person is the record owner of and has voting and investment power with respect to his or her shares. The address for each person listed is c/o SmartFinancial, Inc., 5401 Kingston Pike, Suite 600, Knoxville, Tennessee 37919.
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(2)
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As of March 29, 2021, the following individuals have pledged the following amounts of shares of SmartFinancial common stock that they beneficially own to secure lines of credit or other indebtedness: Mr. Carroll, Jr.: 15,750 shares; and Mr. Ogle: 39,150 shares.
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(3)
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Includes shares that may be acquired by exercising stock options that are exercisable within 60 days of March 29, 2021.
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(4)
|
For each individual, this percentage is determined by assuming the named person exercises all stock options which he or she has the right to exercise within 60 days of March 29, 2021, but that no other persons exercise any stock options. For the directors and executive officers as a group, the percentage is determined by assuming that each director or executive officer exercises all stock options which he or she has the right to exercise within 60 days of March 29, 2021, but that no other persons exercise any stock options. The calculations are based on 15,104,536 shares of SmartFinancial common stock outstanding on March 29, 2021, inclusive of 104,367 unvested shares of restricted stock.
|
Name and
principal position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)(1)
|
| |
Stock
awards
($)(2)
|
| |
Option
awards
($)
|
| |
Non-equity
incentive plan
compensation
($)
|
| |
Non-qualified
deferred
compensation
earnings
($)
|
| |
All other
compensation
($)(3)
|
| |
Total
($)
|
William Y. Carroll, Jr.,
President and Chief Executive Officer
|
| |
2020
|
| |
475,539
|
| |
175,000
|
| |
98,735
|
| |
-
|
| |
-
|
| |
-
|
| |
60,078
|
| |
809,352
|
|
2019
|
| |
457,107
|
| |
150,000
|
| |
117,780
|
| |
-
|
| |
-
|
| |
-
|
| |
59,044
|
| |
783,931
|
||
|
| | | | | | | | | | | | | | | | | | |||||||||
Wesley M. Welborn,
Chairman
|
| |
2020
|
| |
303,596
|
| |
112,815
|
| |
66,836
|
| |
-
|
| |
-
|
| |
-
|
| |
57,896
|
| |
541,143
|
|
2019
|
| |
302,640
|
| |
103,500
|
| |
79,728
|
| |
-
|
| |
-
|
| |
-
|
| |
54,246
|
| |
540,114
|
||
|
| | | | | | | | | | | | | | | | | | |||||||||
Ronald J. Gorczynski,
Chief Financial Officer
|
| |
2020
|
| |
267,628
|
| |
85,000
|
| |
37,975
|
| |
-
|
| |
-
|
| |
-
|
| |
34,900
|
| |
425,503
|
|
2019
|
| |
251,135
|
| |
70,000
|
| |
45,300
|
| |
-
|
| |
-
|
| |
-
|
| |
37,781
|
| |
404,216
|
(1)
|
Amounts in this column reflect the annual bonus paid for the applicable year.
|
(2)
|
Amounts in this column reflect the aggregate grant date fair value of restricted stock awards granted in 2020 and 2019 pursuant to the SmartFinancial 2015 Stock Incentive Plan, determined in accordance with FASB ASC Topic 718. Refer to Note 13 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 for information regarding the assumptions used to value these awards.
|
(3)
|
Other compensation amounts are detailed below:
|
|
2020
|
| |
William Y. Carroll, Jr.
|
| |
Wesley M. Wellborn
|
| |
Ronald J. Gorczynski
|
|
|
401K Match
|
| |
$11,100
|
| |
$11,400
|
| |
$11,400
|
|
|
Director Fees Earned or Paid in Cash
|
| |
-
|
| |
-
|
| |
-
|
|
|
Auto Allowance
|
| |
3,999
|
| |
-
|
| |
9,000
|
|
|
Club Membership
|
| |
25,000
|
| |
25,000
|
| |
-
|
|
|
Medical Premium
|
| |
18,993
|
| |
18,993
|
| |
13,810
|
|
|
Other Benefits
|
| |
986
|
| |
2,503
|
| |
690
|
|
| | |
$60,078
|
| |
$57,896
|
| |
$34,900
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||||||
Name
|
| |
Number of
Securities
underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
underlying
Unexercised
Options (#)
Unexcercisable
|
| |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number
of
Shares
or
Units of
Stock
That Have
Not Vested
(#)(1)
|
| |
Market
Value
of
Shares
or
Units of
Stock
That Have
Not Vested
(#)(2)
|
| |
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#)
|
| |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)
|
William Y. Carroll, Jr.,
President and Chief Executive Officer
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
10,000
|
| |
181,400
|
| |
-
|
| |
-
|
|
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
2,000
|
| |
36,280
|
| |
-
|
| |
-
|
||
|
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
6,500
|
| |
117,910
|
| |
-
|
| |
-
|
||
|
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
6,500
|
| |
117,910
|
| |
-
|
| |
-
|
||
|
| | | | | | | | | | | | | | | | | ||||||||||
Wesley M. Welborn,
Chairman
|
| |
2,500
|
| |
-
|
| |
-
|
| |
6.60
|
| |
03/12/2022
|
| |
7,500
|
| |
136,050
|
| |
-
|
| |
-
|
|
1,250
|
| |
-
|
| |
-
|
| |
9.48
|
| |
03/12/2023
|
| |
4,400
|
| |
79,816
|
| |
-
|
| |
-
|
||
|
2,500
|
| |
-
|
| |
-
|
| |
9.60
|
| |
03/01/2024
|
| |
4,400
|
| |
79,816
|
| |
-
|
| |
-
|
||
|
1,025
|
| |
-
|
| |
-
|
| |
15.05
|
| |
09/30/2025
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
||
|
| | | | | | | | | | | | | | | | | | |||||||||
Ronald J. Gorczynski
Chief Financial Officer
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
2,500
|
| |
45,350
|
| |
-
|
| |
-
|
|
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
2,500
|
| |
45,350
|
| |
-
|
| |
-
|
(1)
|
Reflects outstanding restricted shares. Generally, Mr. Carroll, Jr.'s 10,000 shares vest on August 4, 2022; 2,000 shares vest on January 25, 2023;6,500 shares vest on January 24, 2024; and 6,500 shares vest on January 23, 2025. Mr. Welborn's 7,500 shares vest on August 4, 2022; 4,400 shares vest on January 24, 2024; and 4,400 shares vest on January 23, 2025. Mr. Gorczynski's 2,500 shares vest on January 24, 2024 and 2,500 shares vest on January 23, 2025. Each Named Executive Officer's shares vest pro rata on an accelerated basis upon his death or disability and may, at the discretion of the Company's Board of Directors, fully vest upon a change in control.
|
(2)
|
Based on the closing price of SmartFinancial common stock on December 31, 2020, the last trading day of our fiscal year ($18.14).
|
Name
|
| |
Fees Earned or
Paid in Cash
($)
|
| |
Stock
Awards
($)(2)
|
| |
Total
($)
|
Victor L. Barrett
|
| |
64,500
|
| |
11,800
|
| |
76,300
|
Monique P. Berke
|
| |
51,750
|
| |
11,800
|
| |
63,550
|
William Y. Carroll, Sr.(1)
|
| |
243,354
|
| |
-
|
| |
243,354
|
Ted C. Miller
|
| |
54,000
|
| |
11,800
|
| |
65,800
|
David A. Ogle
|
| |
54,000
|
| |
11,800
|
| |
65,800
|
Ottis H. Phillips, Jr.
|
| |
31,000
|
| |
5,317
|
| |
36,317
|
Steven B. Tucker
|
| |
46,500
|
| |
11,800
|
| |
58,300
|
Keith E. Whaley, O.D.
|
| |
48,000
|
| |
11,800
|
| |
59,800
|
Geoffrey A. Wolpert
|
| |
49,500
|
| |
11,800
|
| |
61,300
|
(1)
|
Includes $207,354 of compensation from SmartBank as Director of Business Development.
|
(2)
|
Reflects the grant date fair value of shares of restricted stock granted pursuant to the SmartFinancial 2015 Stock Incentive Plan, determined in accordance with FASB ASC Topic 718. Refer to Note 13 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 for information regarding the assumptions used to value these awards.
|
RESOLVED, that the shareholders of SmartFinancial, Inc. approve and ratify the selection of Dixon Hughes Goodman LLP as the independent registered public accounting firm of SmartFinancial, Inc. for its fiscal year ending December 31, 2021.
|
Services
|
| |
2020
|
| |
2019
|
Audit Fees(1)
|
| |
$324,000
|
| |
$268,000
|
Audit Related Fees(2)
|
| |
27,000
|
| |
26,000
|
Tax Fees
|
| |
-
|
| |
-
|
All Other Fees
|
| |
-
|
| |
-
|
Total
|
| |
$351,000
|
| |
$294,000
|
(1)
|
Includes fees related to the Company's annual independent audit, quarterly reviews and reports on internal control over financial reporting. Fees also include fees for services in conjunction with our acquisitions.
|
(2)
|
Fees for other statutory filings and related audits.
|