Cory Smith
About Cory Smith
Cory Smith, 48, serves as HireQuest’s Treasurer and Chief Accounting Officer; he was Command Center’s CFO beginning July 22, 2017 and held the CFO role at HireQuest until December 2021, when he transitioned to Chief Accounting Officer . Smith’s background includes controller and VP finance roles and prior CPA work; he graduated cum laude from Lewis‑Clark State College with a BS in Business Administration . Company “pay versus performance” disclosures emphasize alignment of executive pay with total shareholder return and net income; TSR was negative in 2022 but the share price improved from $15.81 at 12/31/2022 to $20.39 by 4/24/2023, reflecting recovery versus 2022 year-end levels . HireQuest’s clawback policy adopted in December 2023 (filed as Exhibit 97.1 to the 2024 10‑K) enhances governance by enabling recovery of erroneously awarded compensation upon a restatement due to material noncompliance with financial reporting requirements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HireQuest (formerly Command Center) | Chief Financial Officer | 2017-07-22 to 2021-12 | Led finance during major integration and growth period prior to transition to CAO |
| HireQuest | Chief Accounting Officer | Since 2021-12 | Principal accounting leadership; supports CFO transitions and strategic initiatives |
| HireQuest | Treasurer | Current | Treasury oversight alongside CAO duties |
| Command Center | Controller | ~2013–2015 (final 2 years of 2010–2015 tenure) | Financial controls; accounting operations |
| Southeast Staffing | Vice President of Finance | Began 2015 | Operational finance leadership |
| Various (CPA practice) | Certified Public Accountant | 2005–2010 | Attestation work, public accounting experience |
External Roles
No public-company board or external directorships for Cory Smith are disclosed in the proxy filings reviewed .
Fixed Compensation
| Component | 2021 | 2020 | Contract Term/Notes |
|---|---|---|---|
| Base Salary ($) | 184,583 | 180,000 | Employment agreement base salary: $190,000; term through July 15, 2023 |
| Discretionary Bonus ($) | 20,000 | — | Discretionary bonus eligible per employment agreement |
| Target Performance Bonus (% of Salary) | Up to 50% | Up to 50% | Metric-based performance bonus (tiered goals) |
| Other Compensation | — | — | No perquisite detail disclosed for Smith in SCT |
Performance Compensation
Annual Performance Bonus Structure
| Metric | Weighting | Target | Actual | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Year-over-year sales improvement | Not disclosed | Tiered goals | Not disclosed | Up to 50% of base salary (aggregate across metrics) | Annual bonus; cash payout (or equity election if applicable by program) |
| Accounts receivable turns | Not disclosed | Tiered goals | Not disclosed | Up to 50% of base salary | Annual |
| Workers’ compensation loss ratio | Not disclosed | Tiered goals | Not disclosed | Up to 50% of base salary | Annual |
| Maintenance of core staff payroll | Not disclosed | Tiered goals | Not disclosed | Up to 50% of base salary | Annual |
Restricted Stock Awards (RSUs)
| Grant | Shares | Plan | Grant/Key Date(s) | Vesting Schedule | Accelerated Vesting Terms |
|---|---|---|---|---|---|
| Smith Restricted Shares | 10,000 | 2019 Plan | 50% vest on 2023-07-15 | Remaining 50%: 6.25% per fiscal quarter for first eight quarters thereafter | Certain terminations trigger pro‑rata or accelerated vesting as detailed in agreement |
Stock Options
| Options | Exercisable vs Non-exercisable | Strike | Expiration | Notes |
|---|---|---|---|---|
| 4,166 | All vested (no non‑vested outstanding) | $5.40 | 2027-09-28 | Granted under legacy plan; no additional options disclosed for Smith after 2021 |
Option intrinsic value reference point: Using $14.16 closing price on 12/31/2024, intrinsic value per option ≈ $8.76; aggregate ≈ $36,500 (4,166 × $8.76) .
Equity Ownership & Alignment
Beneficial Ownership Breakdown (as reported)
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Total beneficial ownership (shares) | 48,150 | 48,150 | 48,150 |
| Percent of class | <1% | <1% | <1% |
| Shares held outright | 29,832 | 35,025 | 33,087 |
| Restricted shares (unvested) | 14,152 | 13,125 | 10,897 |
| Stock options | 4,166 | 4,166 | 4,166 |
| Restricted shares vesting window | Jun 30, 2023–Jun 30, 2025 | Jun 30, 2023–Jun 30, 2025 | Jun 30, 2025–Jun 30, 2027 |
- Pledging/Hedging: Company policy prohibits short sales, options trading in company securities, holding securities in margin accounts, and hedging/monetization arrangements without advance approval, reducing misalignment risk from derivative hedges or margin pledges . 2025 proxy notes the Company is unaware of any pledging by 5% holders, directors, or NEOs; no pledging by Smith is disclosed in reviewed filings .
- Executive Stock Purchase Matching Program: 20% match on executive open-market purchases (max $25,000 value per year), matched shares are restricted and vest on the second anniversary, contingent on continued employment and maintenance of matched share ownership .
Employment Terms
Cory Smith Employment Agreement (key economics)
| Provision | Term/Amount | Details |
|---|---|---|
| Contract Term | Through July 15, 2023 | Agreement specifies service through the term; Smith serving as CAO during agreement |
| Base Salary | $190,000 | Paid in accordance with normal payroll practices |
| Discretionary Bonus | Committee’s discretion | Eligible annually |
| Performance Bonus | Up to 50% of base | Based on tiered goals for sales, AR turns, WC loss ratio, core staff payroll |
| Equity Grant | 10,000 restricted shares | 50% vest 2023‑07‑15; remaining 50% vests 6.25% per quarter over first 8 quarters thereafter |
| Termination – For Cause/Death/Disability | Accrued comp; expenses; health benefits at employee expense | Plus 60‑day salary for death/disability; pro‑rata RSU vesting as if vested monthly |
| Termination – Without Cause/Good Reason | Severance up to 6 months base | One month of base per year of service, capped at six months; pro‑rata RSU vesting; continued health benefits at employee expense |
| Non‑renewal of Agreement | Pro‑rated bonus; 50% RSU immediate vesting | Upon non‑renewal, 50% of RSUs vest immediately |
| Change of Control (≥50%) | Auto‑extend 1 year | If terminated during post‑CoC renewal period: lump sum equal to 150% of base; all restrictions on equity lapse (full vesting) |
Investment Implications
- Compensation alignment: Smith’s bonus formula ties directly to operational drivers (sales growth, AR turns, WC loss ratios, payroll discipline), which should incentivize near-term cash flow quality and working capital efficiency—supportive for equity holders when combined with the company’s pay‑versus‑performance emphasis on TSR/net income .
- Vesting and potential selling pressure: Unvested restricted shares are scheduled to vest across 2025–2027, creating identifiable windows of potential insider liquidity; options are fully vested and significantly in‑the‑money versus the $14.16 reference price at 12/31/2024, which could also contribute to supply if exercised and sold around vest dates .
- Retention and change‑of‑control: Severance economics are modest absent a change-of-control (up to 6 months base), implying moderate retention risk; however, CoC protections (150% base and full equity vesting upon qualifying termination) are shareholder‑typical and may align management with value‑realizing transactions .
- Governance risk mitigants: Company has a clawback compliant with Section 10D/Nasdaq and restricts hedging/margin pledging transactions, lowering governance and misalignment risks; no pledging disclosures for Smith were found in filings reviewed .
- Execution context: CFO transitions have been planned; filings note Smith’s role supporting finance continuity during the 2025 CFO handoff, indicating his continuing importance to stable execution of accounting and financial reporting .