Cathy G. Ackermann
About Cathy G. Ackermann
Independent director of SmartFinancial, Inc. (SMBK); Age 75; Director since 2022. President & CEO of Ackermann Marketing & PR, a Knoxville-based firm ranked among the Top 100 public relations firms; nationally published author on integrated marketing and professional services growth. Education not specified in SMBK proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ackermann Marketing & PR | President & CEO | Founded in 1982; >40 years leading the firm | Grew >650% in first five years; Inc. fastest-growing companies list; extensive Fortune 500 client work |
| 1982 World’s Fair | Director of Corporate Marketing & Promotions | 1982 | Generated millions in revenue; corporate promotions leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| East Tennessee Children’s Hospital | Board member | Not disclosed | Civic involvement |
| University of Tennessee Development Council | Board/Member | Not disclosed | UT governance engagement |
| UT College of Communications Board of Visitors | Board of Visitors | Not disclosed | Communications education advisory |
| Great Smoky Mountains Institute at Tremont | Board member | Not disclosed | Environmental education nonprofit |
| U.S. Council for PR Firms (NY) | Recent past board member | Not disclosed | Industry association leadership |
| Croft Society (top regional PR firms) | Founding member | Not disclosed | National PR peer network |
Board Governance
- Independence: Board determined she is independent under NYSE and SEC rules; non-independent directors are the CEO (Carroll Jr.), Vice Chair (Carroll Sr.), and Chair (Welborn). No conflicting transactions noted for Ackermann.
- Committee assignments (2024 activity; current membership as of 2025 proxy):
- Strategic Oversight Committee member; no chair roles disclosed for Ackermann.
- Board/committee attendance: Board held 10 meetings in 2024 (incl. 2-day retreat); aggregate director attendance >93%. Individual director attendance not disclosed.
- Board leadership: Lead Independent Director is David A. Ogle; he coordinates executive sessions and governance practices.
- Related-party oversight: Corporate Governance Committee approves related party transactions and coordinates disclosure with Audit Committee.
| Committee | Ackermann Membership | 2024 Meetings |
|---|---|---|
| Audit Committee | No | 8 |
| Nominating Committee | No | 2 |
| Corporate Governance Committee | No | 3 |
| Human Resources & Compensation Committee | No | 4 |
| Strategic Oversight Committee | Yes | 4 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 48,000 | 32,000 | 80,000 |
| 2024 | 48,000 | 32,000 | 80,000 |
- 2025 director compensation program (approved January 2025): Board annual retainer $32,000; annual restricted stock value ~$32,000; Lead Independent Director retainer $10,000; committee member retainers: Audit $4,000 (Chair +$8,000), Nominating $3,000 (Chair +$3,000), Corporate Governance $4,000 (Chair +$4,000), Human Resources & Compensation $4,000 (Chair +$5,000), Strategic Oversight $4,000 (Chair +$4,000).
Performance Compensation
| Grant Date | Award Type | Shares | Grant-Date Fair Value Basis | Vesting |
|---|---|---|---|---|
| Jan 26, 2023 | Restricted Stock | 1,211 shares (per independent director) | ~$32,000 program value (company-wide) | Vested Jan 1, 2024 |
| Jan 31, 2024 | Restricted Stock | 1,376 shares (per independent director) | ~$32,000 program value (company-wide) | Vested Jan 1, 2025 |
- Plan features affecting directors:
- Non-employee director annual compensation cap: $500,000; $700,000 for Chair or Lead Director (aggregate cash+equity at grant-date value).
- Change-in-control: time-based vesting restrictions lapse; performance awards deemed earned at target; options/SARs become fully exercisable.
- Clawback: Awards subject to company clawback policies.
- No option repricing without shareholder approval; no discounted options/SARs.
Other Directorships & Interlocks
- No current public company directorships disclosed for Ackermann; roles listed are civic, educational, and industry association boards.
- No disclosed interlocks with SMBK competitors, suppliers, or customers.
Expertise & Qualifications
- Core credentials: Long-tenured CEO of a marketing and PR firm; nationally published author; experience with business growth strategies and communications.
- Board value-add: Marketing, brand, and stakeholder communications expertise; community leadership network.
Equity Ownership
| As-of Date | Shares Beneficially Owned | Right to Acquire | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Mar 26, 2024 | 14,997 | — | 14,997 | <1% (based on 17,056,704 shares) |
| Mar 25, 2025 | 16,023 | — | 16,023 | <1% (based on 17,017,547 shares) |
- Pledging/Hedging: Proxy footnotes disclose pledging by CEO (15,750 shares) but no pledging disclosure for Ackermann; company prohibits hedging by executive officers.
- Ownership guidelines: Company states stock ownership guidelines and holding requirements exist for the Board, EVP, and CEO; specific multiples/compliance status not disclosed.
Governance Assessment
- Strengths
- Independent director with sustained business leadership; adds stakeholder communications discipline valuable for a regional bank.
- Clean related-party profile; no Ackermann-specific transactions disclosed.
- Modest, balanced director pay with cash retainer and time-based equity; aligned via annual RS grants that vest and are subject to clawback/change-in-control terms.
- Active membership on Strategic Oversight Committee; supports board involvement in strategic decisions.
- Watch items
- Limited committee footprint (not on Audit/Comp/Governance/Nominating); influence on controls/compensation is indirect.
- Aggregate attendance strong, but individual attendance not disclosed.
- Ownership level is small (<1%); guidelines exist but specific director compliance thresholds and status not disclosed.
RED FLAGS: None identified for Ackermann (no related-party transactions, pledging, hedging, or pay anomalies disclosed).