DEF 14A: SmartFinancial, Inc. Announces 2025 Annual Meeting and Proxy Statement Details

SmartFinancial, Inc. sets date for its 2025 Annual Meeting of Shareholders, outlining key proposals and providing access to proxy materials.

Summary

• SmartFinancial, Inc. will hold its Annual Meeting of Shareholders on May 22, 2025, in Knoxville, Tennessee.
• Shareholders will vote on electing ten directors, ratifying the appointment of Forvis Mazars, LLP as the independent accounting firm, approving executive compensation on an advisory basis, and approving the SmartFinancial's Omnibus Incentive Plan.
• The record date for determining shareholders eligible to vote is March 25, 2025.
• Proxy materials are available online, and a Notice of Internet Availability was mailed to shareholders on or about April 8, 2025.
• The proxy statement details information on director nominees, executive compensation, corporate governance, and the proposed Omnibus Incentive Plan.
• The company encourages shareholders to vote promptly via the internet, telephone, or mail.

Sentiment

Score: 7

Explanation: The document is neutral in tone, providing necessary information for shareholders. The company's performance is positive, but there are some negative aspects.

Positives

• The company is providing electronic access to proxy materials to save costs and expedite shareholder receipt.
• The Board of Directors is recommending a vote for all director nominees and the ratification of the independent accounting firm.
• The company has a clawback policy in place.
• The company prohibits directors and executive officers from engaging in speculative trading and hedging shares of company securities.
• The company maintains active engagement with its shareholders, communicating directly with the holders of its outstanding common stock each year regarding the company's performance and responding to any questions or issues they may raise.

Negatives

• Ted C. Miller, who currently serves as director, will not be standing for re-election.
• The company's 2024 LTIP actual equity incentives awarded were 66.9% of the target for the CEO, 66.9% for Wesley M. (Miller) Welborn, 66.9% for Ronald J. Gorczynski, 66.9% for Rhett D. Jordan, and 71.2% for Cynthia A. Cain.

Risks

• If the Omnibus Incentive Plan is not approved by shareholders, the Compensation Committee will no longer be able to grant equity awards, potentially hindering recruitment and retention efforts.
• The company's 2024 LTIP actual equity incentives awarded were 66.9% of the target for the CEO, 66.9% for Wesley M. (Miller) Welborn, 66.9% for Ronald J. Gorczynski, 66.9% for Rhett D. Jordan, and 71.2% for Cynthia A. Cain.

Future Outlook

The company looks forward to continued enhancement of its shareholder engagement program in 2025 and is committed to an open dialogue where investor views and priorities may be gathered and discussed, thereby informing and guiding a deliberative decision-making process with a diverse shareholder base in mind.

Industry Context

This announcement is typical for publicly traded companies, providing shareholders with necessary information to make informed decisions regarding company direction and governance.

Comparison to Industry Standards

• The peer group consists of banks with assets between $3.0 billion and $10.0 billion and located in the southeastern states.
• The median asset size of the peer group for year-end 2023 was $4.8 billion, with the company's assets at approximately $4.8 billion for the same time period.
• Currently the company's assets are approximately $5.3 billion.
• The peer group consisted of the following financial institutions: BancPlus Corporation, Origin Bancorp, Inc., Business First Bancshares, Inc., Red River Bancshares, Inc., Capital City Bank Group, Inc., Republic Bancorp, Inc., Community Trust Bancorp, Inc., Southern First Bancshares, Inc., First Guaranty Bancshares, Inc., Southern Missouri Bancorp, Inc., Great Southern Bancorp, Inc., Stock Yards Bancorp, Inc., Home Bancorp, Inc., The First Bancshares, Inc., HomeTrust Bancshares, Inc., Wilson Bank Holding Company, and MetroCity Bankshares, Inc.

Management Changes

Related Party Transactions

• SmartFinancial has had, and expects to have in the future, through SmartBank, loans and other banking transactions in the ordinary course of business with its directors (including independent directors) and executive officers, including members of their families or corporations, partnerships or other organizations in which such officers or directors have a controlling interest.
• On March 20, 2018, SmartBank entered into a fifteen year lease with Jacob L. Ogle and Taylor Ogle, the sons of director David A. Ogle, for a bank branch located at 710 Dolly Parton Parkway, Sevierville, Tennessee 37862.
• On June 1, 2019, SmartBank entered into a fifteen year lease with 1419 Parkway, LLC for a bank branch located at 109 Associates Blvd., Alcoa, Tennessee 37701. 1419 Parkway, LLC is wholly-owned by Jacob L. Ogle and Taylor Ogle, the sons of director David A. Ogle.

Stakeholder Impact

• Shareholders are provided with information to make informed voting decisions.
• Employees are affected by the executive compensation and incentive plans.
• The community is impacted by the company's corporate responsibility initiatives.

Next Steps

• Shareholders to vote on proposals by May 21, 2025.
• The company will publish the voting results in a Current Report on Form 8-K within four business days following the Annual Meeting.

Key Dates

Keywords

proxy statement, annual meeting, directors, executive compensation, Forvis Mazars, Omnibus Incentive Plan, shareholders, corporate governance, SmartFinancial, SMBK