Independent
Tenure on this board
4.3 yrs
9 nominees · 3 ballot items.
Elect 10 directors; Ratify Elliott Davis, PLLC as independent auditors; Advisory approval of executive compensation (say-on-pay).
Elect the 10 nominees named in the proxy materials to the Board to serve until the 2027 annual meeting.
Ratify the appointment of Elliott Davis, PLLC as SmartFinancial’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of SmartFinancial’s named executive officers as disclosed in the proxy materials.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation program as disclosed for fiscal 2025. Management seeks endorsement to validate its pay-for-performance approach, which ties annual cash incentives and long-term equity awards to measurable operating metrics and peer-relative performance. Key context includes material increases in 2025 incentive opportunity ranges and the Committee’s use of an independent compensation consultant and peer benchmarking; the Company achieved strong operating results in 2025 (higher net income, loan and deposit growth) that drove above-target payouts under the CIP and near-target LTIP results. The Board recommends a “FOR” vote, arguing that compensation is competitive, aligned with shareholder value through equity grants and clawback provisions, and responsive to shareholder engagement (including a 99% approval on last year’s Say-on-Pay). The vote is advisory and not binding, but the Board will consider the outcome when setting future pay. Given the company’s governance practices—independent compensation committee oversight, independent consultant, clawbacks, and stock ownership guidelines—the Board views approval as support for its compensation philosophy; however, investors should weigh the scale of discretionary awards and recent increases in target opportunity against performance outcomes and peer comparisons when evaluating the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.7% | 802,382 | $31M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 680,417 | $27M |
| 3 | BlackRock, Inc. | 3.4% | 587,749 | $23M |
| 4 | BlackRock, Inc. | 2.8% | 483,404 | $19M |
| 5 | STATE STREET CORP | 2.6% | 440,532 | $17M |
| 6 | Private Capital Management, LLC | 2.5% | 428,147 | $17M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 2.4% | 411,599 | $16M |
| 8 | AMERICAN CENTURY COMPANIES INC | 2.2% | 371,813 | $15M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 302,851 | $12M |
| 10 | ACADIAN ASSET MANAGEMENT LLC | 1.7% | 284,179 | $11M |
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