🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A). Think of it as a formal invitation and information packet sent to shareholders before an annual meeting. Its main jobs are to:

Announce the Annual Meeting of Shareholders.
Provide all the details you need to vote on key company decisions.
Disclose important information about the company's leadership and finances.

👉 In simple terms: This is your guide to understanding what you're voting on as a part-owner of SmartFinancial.

Meeting Details:

When: May 21, 2026, at 2:30 p.m. Eastern Time.
Where: SmartBank executive office, 5401 Kingston Pike, Suite 600, Knoxville, Tennessee 37919.
Record Date: March 24, 2026 (You must have owned shares by this date to vote).

🏢 What The Company Does

SmartFinancial, Inc. (ticker: SMBK) is a bank holding company. Its primary business is operating SmartBank, a full-service commercial bank.

👉 In simple terms: They are a regional bank focused on taking deposits and making loans for people and businesses. They operate primarily in Tennessee, Alabama, and Florida.

🗳️ The Proposals: What You're Voting On

Shareholders will vote on three main proposals at the meeting. The Board of Directors recommends voting "FOR" on all of them.

ELECT DIRECTORS: Vote to elect all 10 nominees to the Board for one-year terms. This is the core of corporate governance.
RATIFY AUDITORS: Approve the appointment of Elliott Davis, PLLC as the company's independent accounting firm for 2026. This is a routine "check-the-box" item.
ADVISORY VOTE ON EXECUTIVE PAY ("Say-on-Pay"): Hold a non-binding vote to approve how the company compensates its top executives. This is a way for shareholders to voice their opinion on pay practices.

👥 Meet the Board & Leadership

The Board oversees management. Here are the 10 people nominated for re-election, along with their key experience:

Billy Carroll, Jr. (57) - President & CEO (since 2007). The top boss.
Miller Welborn (67) - Chairman of the Board. A leader in the business community.
Bill Carroll, Sr. (86) - Vice Chairman. Billy Jr.'s father, a veteran banker.
David Ogle (68) - Lead Independent Director. A real estate developer.
6 Other Independent Directors: Cathy Ackermann (PR/Marketing), Victor Barrett (Business Owner), Kelli Shomaker (University CFO), Steve Tucker (Transportation/CPA), Keith Whaley (Optometrist/Former Mayor), Geoffrey Wolpert (Hospitality/Restaurants).

Why it matters: This board is a mix of company insiders and independent outsiders. The independents are crucial for providing unbiased oversight of management.

💰 Executive Compensation: How the Bosses Are Paid

This is a major section. The "Named Executive Officers" (NEOs) are the top five highest-paid executives, led by CEO Billy Carroll, Jr.

Their pay is designed to align with company performance and shareholder interests.
Pay Mix: It's not just salary. A significant portion is at-risk, tied to performance.
- Cash: Base salary + annual bonus (based on company and individual goals).
- Equity: Long-term incentives like stock awards that vest over time, keeping executives focused on long-term growth.

Example from 2025: CEO Billy Carroll, Jr.'s total compensation was $1,406,162. This included a $625,000 salary, a $350,000 bonus, and $380,595 in stock awards.

🔍 Corporate Governance: The Rules of the Game

Good governance keeps the company running cleanly and fairly for shareholders.

Independent Board: 7 of the 10 nominees are independent, meaning they have no material relationship with the company outside of being a director.
Key Committees: The board has specialized committees of independent directors:
- Audit Committee: Oversees financial reporting and the external auditor.
- Human Resources & Compensation Committee: Designs the executive pay program.
- Corporate Governance & Nominating Committee: Handles board composition and governance policies.
Related Party Transactions: The filing discloses leases with a company owned by director David Ogle's sons. These were reviewed and approved by the Governance Committee to ensure they were fair to the bank.

👨‍💼 Key Executive Officers

These are the top managers running day-to-day operations:

Ronald Gorczynski - Chief Financial Officer (CFO)
Rhett Jordan - Chief Credit Officer
Cynthia Cain - Chief Accounting Officer
Rebecca Boyd - Chief People Officer
Martin Schrodt - Chief Banking Officer
Jarrod Trumpp - Chief Risk Officer (new in 2025)

💡 Why This Matters For You As a Shareholder

This document isn't just paperwork. It's your opportunity to have a voice.

You are the owner, the board is your representative. By voting for directors, you are hiring and firing the board members who oversee your investment.
Transparency is key. The proxy shows you exactly who is in charge, how they are paid, and what potential conflicts of interest exist (like the leases).
It signals the company's direction. The focus on risk management (new CRO), digital banking, and strategic growth in the Southeast is outlined in the governance section.

⚖️ The Big Picture: Strengths & Risks

👍 Strengths:
- Stable, Experienced Leadership: Long-tenured CEO and Board with deep roots in their markets.
- Clear Governance Structure: Independent board committees and a Lead Independent Director provide strong oversight.
- Performance-Aligned Pay: Executive compensation is tied to measurable goals.
⚠️ Risks:
- Interest Rate Sensitivity: As a bank, profits are heavily impacted by changes in interest rates.
- Credit Risk: The quality of their loan portfolio is critical. Economic downturns could hurt borrowers' ability to repay.
- Competitive Market: They compete with larger banks and fintech companies for customers.

🧠 The Analogy

Think of this proxy statement as the annual "report card and action plan" for your investment in SmartFinancial. The company shows you its grades (financials), introduces the teachers and principal (board and executives), proposes the curriculum for the next year (strategic goals), and asks for your vote to approve the plan. It’s your chance to say "yes" to the direction or push for changes.

🧩 Final Takeaway

The 2026 proxy for SmartFinancial presents a picture of a stable, regionally-focused bank with experienced leadership. Your vote as a shareholder primarily focuses on endorsing the board members and the executive compensation plan that guides the company's performance. The document highlights the bank's community roots, its formal governance safeguards, and the ongoing strategic focus on growth within its three-state footprint.

SMARTFINANCIAL INC. — DEF 14A Filing