SMARTFINANCIAL INC. DEF 14A Filing

Ticker: SMBK · Form: DEF 14A · Filed: Apr 9, 2024 · CIK: 1038773

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, SMARTFINANCIAL INC., Shareholder Meeting

TL;DR

<b>SMARTFINANCIAL INC. filed its DEF 14A proxy statement on April 9, 2024, detailing executive compensation and corporate governance information.</b>

AI Summary

SMARTFINANCIAL INC. (SMBK) filed a Proxy Statement (DEF 14A) with the SEC on April 9, 2024. SMARTFINANCIAL INC. filed a DEF 14A on April 9, 2024. The filing covers the period ending May 23, 2024. The company's fiscal year ends on December 31. SMARTFINANCIAL INC. was formerly known as CORNERSTONE BANCSHARES INC and EAST RIDGE BANCSHARES INC. The filing includes data related to stock awards, dividends on restricted stock, and changes in stock award values for PEO and Non-PEO members across fiscal years 2020-2023.

Why It Matters

For investors and stakeholders tracking SMARTFINANCIAL INC., this filing contains several important signals. This DEF 14A filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions at the upcoming shareholder meeting. The detailed breakdown of stock awards and dividends provides insight into how the company incentivizes and rewards its key personnel, which can impact future performance.

Risk Assessment

Risk Level: — SMARTFINANCIAL INC. shows moderate risk based on this filing. The filing is a routine DEF 14A, providing standard disclosure information without immediate financial performance indicators or significant strategic shifts.

Analyst Insight

Shareholders should review the executive compensation details and any proposed resolutions to prepare for the upcoming shareholder meeting.

Key Numbers

Key Players & Entities

FAQ

When did SMARTFINANCIAL INC. file this DEF 14A?

SMARTFINANCIAL INC. filed this Proxy Statement (DEF 14A) with the SEC on April 9, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by SMARTFINANCIAL INC. (SMBK).

Where can I read the original DEF 14A filing from SMARTFINANCIAL INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by SMARTFINANCIAL INC..

What are the key takeaways from SMARTFINANCIAL INC.'s DEF 14A?

SMARTFINANCIAL INC. filed this DEF 14A on April 9, 2024. Key takeaways: SMARTFINANCIAL INC. filed a DEF 14A on April 9, 2024.. The filing covers the period ending May 23, 2024.. The company's fiscal year ends on December 31..

Is SMARTFINANCIAL INC. a risky investment based on this filing?

Based on this DEF 14A, SMARTFINANCIAL INC. presents a moderate-risk profile. The filing is a routine DEF 14A, providing standard disclosure information without immediate financial performance indicators or significant strategic shifts.

What should investors do after reading SMARTFINANCIAL INC.'s DEF 14A?

Shareholders should review the executive compensation details and any proposed resolutions to prepare for the upcoming shareholder meeting. The overall sentiment from this filing is neutral.

How does SMARTFINANCIAL INC. compare to its industry peers?

SMARTFINANCIAL INC. operates within the national commercial banking sector.

Are there regulatory concerns for SMARTFINANCIAL INC.?

As a publicly traded company, SMARTFINANCIAL INC. is subject to SEC regulations requiring the filing of proxy statements (DEF 14A) for shareholder meetings.

Industry Context

SMARTFINANCIAL INC. operates within the national commercial banking sector.

Regulatory Implications

As a publicly traded company, SMARTFINANCIAL INC. is subject to SEC regulations requiring the filing of proxy statements (DEF 14A) for shareholder meetings.

What Investors Should Do

  1. Review the detailed executive compensation tables.
  2. Understand the proposals to be voted on at the shareholder meeting.
  3. Assess the company's historical stock award and dividend policies.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard proxy statement, and does not represent a change from previous filings of this type.

Filing Stats: 4,888 words · 20 min read · ~16 pages · Grade level 10.6 · Accepted 2024-04-09 16:56:19

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 6 Proposal 1—Election of Directors 8 Corporate Governance and the Board of Directors 20 Compensation Discussion and Analysis 28 Human Resources and Compensation Committee Report 35 Compensation of Named Executive Officers and Directors 36 Audit Committee Report 47 Proposal 2—Ratification of Independent Registered Public Accounting Firm 48 Proposal 3—Advisory Vote on the Compensation of SmartFinancial's Named Executive Officers 49 Other Matters 50 Deadline For Receipt of Shareholder Proposals For 2025 Annual Meeting 50 Annual Report 50 Form 10-K 50 Table of Contents PROXY STATEMENT SUMMARY To assist you in reviewing our proxy statement, we have summarized several key topics below, including information about the Annual Meeting, the proposals to be voted upon, our current board composition, corporate governance highlights and 2023 business highlights. As summaries, this section does not contain all the information you should consider before voting. For more complete information, you should review the rest of our proxy statement as well as our Annual Report to Shareholders for the year ended December 31, 2023. We are distributing this proxy statement on or about April 9, 2023 . Annual Meeting Shareholders—General Information WHEN May 23, 2024 2:30 p.m., Eastern PLACE SmartBank Executive Office 5401 Kingston Pike, Suite 600 Knoxville, Tennessee 37919 RECORD DATE T uesday , March 26, 2024 (Nominee Bios) Proposals Board Recommendation Page Reference To elect as directors the 11 nominees named in the proxy statement and recommended by the Board of Directors to serve for a one-year term expiring at the 2025 annual meeting of shareholders and until their successors are elected and qualified. FOR all Director Nominees Page 8 (Proposal 1) Page 9 (Nominee Bios) To ratify the appointment of FORVIS, LLP as the Company's independent registered public a

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information known to the Company with respect to beneficial ownership of the Company's common stock as of March 26, 2024, for (i) each director and nominee for director, (ii) the Company's named executive officers, and (iii) all Company directors and named executive officers as a group. Number of Total Shares of Number of Percentage of Common Shares of Class of Stock Common Shares Beneficially Directly or Stock Owned as of Indirectly Right to Beneficially March 26, Directors and Named Executive Officers (1) Owned Acquire Owned 2024 (2) Cathy G. Ackermann 14,997 — 14,997 * Victor L. Barrett 156,017 — 156,017 * Cynthia A. Cain 7,182 — 7,182 * William ("Billy") Carroll, Jr. (3) 156,999 — 156,999 * William ("Bill") Carroll, Sr. 30,374 — 30,374 * Ronald J. Gorczynski 16,025 — 16,025 * Rhett D. Jordan 11,778 — 11,778 * Ted C. Miller 141,709 — 141,709 * David A. Ogle 231,480 — 231,480 1.36 % John M. Presley 46,533 — 46,533 * Steve B. Tucker 66,243 — 66,243 * Wesley M. ("Miller") Welborn 136,707 — 136,707 * Keith E. Whaley, O.D. 85,535 — 85,535 * Geoffrey A. Wolpert 207,971 — 207,971 1.22 % All directors and executive officers as a group (14 persons) 1,309,550 — 1,309,550 7.68 % * Less than 1% (1) 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. (2) The calculations are based on 17,056,704 shares of SmartFinancial, Inc. common stock outstanding on March 26, 2024, inclusive of 200,951 unvested shares of restricted stock. (3) As of March 26, 2024, Mr. Carroll, Jr. has pledged 15,750 shares of SmartFinancial, Inc. common stock t

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