Independent
Tenure on this board
4.4 yrs
Meeting calendar
SMBK · Annual meeting · Thursday, May 21, 2026
Smartfinancial Inc
9 nominees · 3 ballot items.
Elect 10 directors; Ratify Elliott Davis, PLLC as independent auditors; Advisory approval of executive compensation (say-on-pay).
Market cap
$823M
1Y TSR
+32.6%
Board grade
B
Record date
Mar 24, 2026
Filing
DEF 14A
Meeting concluded · May 21, 2026
Follow how the vote landed and what changed on Smartfinancial Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect the 10 nominees named in the proxy materials to the Board to serve until the 2027 annual meeting.
- 2
Ratification of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the appointment of Elliott Davis, PLLC as SmartFinancial’s independent registered public accounting firm for fiscal year ending December 31, 2026.
- 3
Advisory Vote on the Compensation of Named Executive Officers (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve the compensation of SmartFinancial’s named executive officers as disclosed in the proxy materials.
More detail
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.
Director elections
Nominees on the ballot9
Independent
Tenure on this board
19.5 yrs
Not independent
Tenure on this board
19.5 yrs
Not independent
Tenure on this board
19.5 yrs
Independent
Tenure on this board
19.5 yrs
Independent
Tenure on this board
1.3 yrs
Not independent
Tenure on this board
20.9 yrs
Also a director at
Covenant Logistics Group Inc (CVLG)
Independent
Tenure on this board
19.5 yrs
Independent
Tenure on this board
19.5 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | 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 |
Peers
Nearest market capOther Financial Services sector meetings6
Upcoming shareholder meetings at Smartfinancial Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Gladstone Investment CorporationGAIN
Annual meeting·Aug 6, 2026·$659M
Greenlight Capital Re LtdGLRE
Annual meeting·Jul 28, 2026·$566M
Bit Digital IncBTBT
Annual meeting·Jul 29, 2026·$489M
Kingstone Companies IncKINS
Annual meeting·Aug 5, 2026·$291M
Oportun Financial CorpOPRT
Annual meeting·Aug 11, 2026·$274M
Capital Southwest CorpCSWC
Annual meeting·Jul 22, 2026·$1.5B
Reference
Frequently asked questions
- When is the Smartfinancial Inc 2026 annual meeting?
- Smartfinancial Inc (SMBK) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.
- What is the record date for the Smartfinancial Inc 2026 meeting?
- The record date for the Smartfinancial Inc 2026 meeting is Tuesday, March 24, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Smartfinancial Inc's 2026 meeting?
- The board is presenting 9 director nominees at the Smartfinancial Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Smartfinancial Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Smartfinancial Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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