SmartFinancial (SMBK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, to vote on four key proposals, including director elections, auditor ratification, executive compensation, and a new Omnibus Incentive Plan.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with paper copies available upon request.

• Record date for voting is March 25, 2025, with 17,017,547 shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote to elect 10 directors for one-year terms, ratify Forvis Mazars, LLP as independent auditor, approve executive compensation on an advisory basis, and approve the Omnibus Incentive Plan.

• Board recommends voting in favor of all proposals.

• No shareholder proposals or director nominations were received for this meeting.

Board of directors and corporate governance

• Board consists of 10 members, with three non-independent directors (Carroll Jr., Carroll Sr., Welborn); all others are independent.

• Four standing committees: Audit, Nominating, Corporate Governance, and Human Resources and Compensation, all chaired by independent directors.

• Board leadership includes a Chairman, Vice Chairman, President/CEO, and a Lead Independent Director.

• Annual board and committee self-evaluations are conducted using an independent platform.

• Shareholder engagement is ongoing, with regular meetings and feedback influencing governance and disclosure.