SMARTFINANCIAL INC (SMBK)
Sector: Financials
2026 Annual Meeting Analysis
SMARTFINANCIAL INC · Meeting: May 21, 2026
Directors FOR
9
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
William Carroll Sr. is the father of CEO William Carroll Jr., which is a direct familial relationship to senior management; the policy calls for a vote against directors with familial relationships to the CEO, and the board has designated him non-independent, confirming the concern.
For Analysis
Joined the board in 2022 and is within the 24-month new-director exemption window, so no TSR trigger applies; her background leading a major regional public relations firm for over 40 years brings relevant marketing and business-growth expertise to the board.
Long-tenured director since 2007 with CPA credentials and financial experience; SMBK's 3-year stock return of +84.7% outperforms the company-disclosed peer group median by +24.5 percentage points, well below the 65-percentage-point underperformance threshold required to trigger a vote against, and no other disqualifying flags apply.
CEO and director since 2007; SMBK's strong 3-year TSR of +84.7% outperforms the peer group median by +24.5 percentage points, which does not meet the 65-percentage-point threshold needed to trigger a vote against, and the Say on Pay vote is separately assessed as FOR, so no basis for an against vote here.
Lead Independent Director since 2007 with extensive real estate development and finance experience; the TSR trigger does not apply given SMBK's strong outperformance of the peer group, and while he has two related-party property leases with his sons disclosed in the proxy, the Corporate Governance Committee has reviewed and approved these transactions, and he is otherwise classified as independent.
Joined the board in 2025 and is within the 24-month new-director exemption window; she brings strong financial credentials as a CPA and senior university CFO with prior public company treasurer and PricewaterhouseCoopers auditor experience, making her well-qualified for her audit committee role.
Independent director since 2017 with CPA credentials and over 20 years of public accounting experience; the TSR trigger does not apply given SMBK's peer group outperformance, and he qualifies as an audit committee financial expert.
Chairman and NEO since 2009 with extensive public-company leadership experience; the TSR trigger does not apply given SMBK's strong peer outperformance, and his outside board seat at Covenant Logistics Group (CVLG) is a single additional public board, well within the two-seat limit for sitting public-company executives.
Independent director since 2007 who founded his own optometry practice and has served in elected local government; the TSR trigger does not apply given SMBK's strong peer outperformance, and no other disqualifying factors are present.
Independent director since 2007 with over 20 years of financial institution board experience; the TSR trigger does not apply given SMBK's peer group outperformance, and no other disqualifying flags are present.
Nine of ten director nominees receive a FOR vote. The single against vote is William Carroll Sr., whose direct father-son relationship with CEO William Carroll Jr. represents a familial relationship to senior management that the policy treats as a disqualifying factor; he is also classified as non-independent by the board. All other directors pass the TSR test — SMBK's 3-year price return of +84.7% outperforms the company-disclosed peer group median by +24.5 percentage points, far below the 65-percentage-point underperformance threshold required to trigger an against vote. Two newer directors (Ackermann, Shomaker) are exempt from the TSR trigger due to joining within the past 24 months.
Say on Pay
✓ FORCEO
William “Billy” Y. Carroll, Jr.
Total Comp
$1,717,633
Prior Support
99%%
CEO total compensation of $1,717,633 is reasonable for a community bank CEO running a $5.9 billion-asset institution, and last year's Say on Pay vote received approximately 99% shareholder support, signaling no outstanding concerns. The pay mix is sound — the CEO's fixed salary represents 44% of total pay, with 51% of total pay at risk through performance-based cash and equity incentives, meeting the policy's requirement that variable pay comprise at least 50-60% of total compensation. Pay-for-performance alignment is strong: SMBK's 3-year stock return of +84.7% outperforms the QABA community bank index by +26.8 percentage points and the company-disclosed peer group median by +24.5 percentage points, and the annual incentive plan uses measurable financial metrics (operating net income, pre-provision net revenue return on assets, asset quality ratios) with a widened performance range that makes the maximum payout harder to achieve, and the company maintains a clawback policy compliant with NYSE listing standards.
Auditor Ratification
✓ FORAuditor
Elliott Davis, PLLC
Tenure
1 yrs
Audit Fees
$420,200
Non-Audit Fees
$19,000
Elliott Davis has served as auditor only since mid-2025 — roughly one year — so the long-tenure concern does not apply; non-audit fees of $19,000 (audit-related fees for a HUD program review) represent approximately 4.5% of audit fees of $420,200, comfortably below the 50% threshold that would raise independence concerns, and no material restatements or other disqualifying factors are present.
Overall Assessment
The 2026 SmartFinancial annual meeting ballot presents three standard proposals; the analysis produces nine FOR votes and one AGAINST on the director slate (William Carroll Sr., due to his direct familial relationship as the CEO's father), a FOR on auditor ratification of newly appointed Elliott Davis (first full year of service, minimal non-audit fees), and a FOR on Say on Pay reflecting strong company financial performance, a 99% prior-year approval rate, and a pay structure where more than half of CEO compensation is tied to measurable performance goals. No stockholder proposals were submitted for this meeting.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing