Cynthia A. Cain
About Cynthia A. Cain
Executive Vice President and Chief Accounting Officer of SmartBank (SmartFinancial, Inc.) since 2022; age 52 as disclosed in the 2025 proxy. She joined SmartBank in 2019 and has ~30 years of accounting experience and ~17+ years in the financial industry, previously serving 12 years as Senior Vice President in the Accounting Department at South State Bank (Columbia, SC), with extensive involvement in accounting operations, financial reporting, M&A, stress testing, and strategic planning. At SmartBank, she oversees accounting, financial operations, forecasting/modeling, and IT initiatives. The company’s 2024 performance backdrop: net income $36.1M (diluted EPS $2.14 vs $1.69 in 2023), loans up $459.5M to $3.9B, deposits up $418.6M to $4.7B, ROAA 0.73% vs 0.60%. Incentive plans tie pay to operating net income, PPNR ROAA, credit metrics (NPAs/Assets, net charge-offs), and LTIP metrics (ROATCE percentile vs peers, TBV growth, operating EPS).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| South State Bank (Columbia, SC) | Senior Vice President, Accounting | 12 years | Led accounting operations, financial reporting, M&A teams; stress testing and strategic planning experience. |
| SmartBank / SmartFinancial, Inc. | Executive VP, Chief Accounting Officer | Executive Officer since 2022; joined 2019 | Oversees accounting, financial operations, forecasting and modeling, and IT; drives policies, financial reporting, and technology initiatives. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| All Heart Gunner Foundation | Board member | Not disclosed | Non-profit board role; broader civic involvement noted. |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Total Compensation ($) |
|---|---|---|---|
| 2024 | 252,105 | 33,143 | 413,356 |
| 2023 | 254,425 | 29,993 | 369,418 |
All Other Compensation (2024 detail):
- 401(k) match: $10,656
- Medical premium: $21,797
- Group-term life insurance: $690
- Auto allowance: none
- Club memberships: none
Base salary setting and increase:
- 2024 base salary set at $252,788 (reference point used in severance calculations), up 5% from $240,750 in 2023.
Performance Compensation
Annual Executive Cash Incentive Plan (CIP)
| Feature | 2024 Design |
|---|---|
| Target bonus as % of salary | 20% (Threshold 10%, Max 40%) |
| Company metrics & weights | Operating Net Income (30%), Operating PPNR ROAA (25%), NPAs/Assets (10%), Net Charge-offs/Average Loans (10%) |
| 2024 actual results & payout factors | Operating Net Income: $34,885K → 98%; PPNR ROAA: 0.99% → 98%; NPAs/Assets: 0.19% → 115%; Net Charge-offs/Average Loans: 0.08% → 115% |
| Individual performance component | Leadership/strategic/area results; weighted 25% (achievement 167.2% for Cain) |
| 2024 CIP payout | $67,162; 132.8% of target |
CIP payout breakdown (2024):
| Component | Weight | Achievement | Amount ($) |
|---|---|---|---|
| Company component | 75% | 121.4% | 46,030 |
| Individual component | 25% | 167.2% | 21,132 |
| Total | — | — | 67,162 |
2023 CIP reference (for pay trend):
| Metric | Value |
|---|---|
| Target ($) | $48,150 |
| Actual ($) | $24,075 |
| % of Target | 50.0% |
Long-Term Incentive Plan (LTIP)
| Element | 2024 |
|---|---|
| LTIP target (% of salary) | 15% (Threshold 10%, Max 20%) |
| Vesting | Cliff vest on 4th anniversary of grant, subject to continued employment; subject to clawback |
| 2024 LTIP metrics & weights | ROATCE percentile vs peers (20%), TBV growth (40%), Operating EPS (40%) |
| 2024 actuals & payout | ROATCE percentile 15th → 0%; TBV growth 10.07% → 92%; Operating EPS $2.07 → 98% |
| 2024 LTIP actual award | $27,015 (71.2% of target); 761 shares granted on Jan 29, 2025 |
| 2023 LTIP actual award | $12,307 (34.1% of target) |
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned | Ownership % |
|---|---|---|
| March 25, 2025 | 10,517 | <1% |
| March 26, 2024 | 7,182 | <1% |
- Hedging is prohibited for directors and executive officers (no short-selling; no derivatives; trading subject to blackout periods and CFO pre-approval).
- Stock ownership guidelines and holding requirements are in place for Executive Vice Presidents and CEO; numeric multiples are not disclosed in the proxy.
- Pledging: No pledges disclosed for Ms. Cain; CEO’s separate pledge is disclosed for context.
Outstanding Unvested Restricted Stock (12/31/2024)
| Shares | Market Value ($) | Vesting Date |
|---|---|---|
| 1,500 | 46,470 | 01/01/2026 |
| 1,696 | 52,542 | 01/24/2027 |
| 506 | 15,676 | 01/29/2028 |
| 2,000 | 61,960 | 01/29/2029 |
Stock vested in 2024:
- 2,000 shares; $43,040 realized value (shares × closing price on vest date)
Employment Terms
Change-in-Control and Severance
- Executive Change in Control Agreement dated March 1, 2021. If terminated without “cause” or for “good reason” within 18 months following a change-in-control, severance equals 1× base salary (lump sum). Requires release of claims; non-compete and non-solicit for 1 year.
Potential Termination Payments (Assumed December 31, 2024; SMBK closing price $30.98)
| Scenario | Salary ($) | Bonus ($) | Medical ($) | Equity Awards ($) | BOLI Death Benefit ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death | — | — | — | 176,648 | 400,000 | 576,648 |
| Disability | — | — | — | 176,648 | — | 176,648 |
| Termination without Cause/Good Reason | 252,788 | — | — | 76,530 | — | 329,318 |
| Termination in connection with Change in Control | 252,788 | — | — | 176,648 | — | 429,436 |
Compensation Structure Analysis
- Mix and “at-risk” pay: 2024 compensation mix for Cain was 68% salary, 14% target short-term, 10% target long-term, 8% other; at-risk 24%, reflecting lower variable weighting vs CEO/CFO peers.
- No stock options or option repricing; equity vehicle is restricted stock with multi-year cliff vesting.
- No tax gross-ups disclosed in employment/CIC arrangements; policy explicitly notes no gross-ups.
- Clawback policy aligned with NYSE listing standards; restatement recovery applies to erroneously awarded compensation.
Performance & Track Record
- Achievements: Led and supported multiple M&A teams; deep experience in accounting operations, financial reporting, stress testing, and strategic planning; oversees key finance and IT functions at SmartBank.
- 2024 corporate outcomes tied to incentives: Operating net income and PPNR ROAA near targets (98% payouts), superior credit quality metrics (NPAs/Assets and net-charge-offs achieved 115% payouts), producing a 132.8% of target CIP payout for Cain.
- Long-term metrics: 2024 LTIP partially paid driven by TBV growth (92%) and operating EPS (98%), with ROATCE percentile below threshold; results yielded 71.2% of target LTIP and 761 shares granted Jan 29, 2025.
Board Governance and Compensation Committee
- Human Resources and Compensation Committee: David A. Ogle (Chair), Victor L. Barrett, Geoffrey A. Wolpert; reviewed CD&A and recommended inclusion in proxy.
- Independent compensation consultant (Blanchard Consulting Group) advises on peer analysis and compensation competitiveness; policies include ownership guidelines, no hedging, no option repricing, and annual say-on-pay.
Equity Ownership & Alignment (Skin-in-the-game)
| Date | Direct/Indirect Shares | Notes |
|---|---|---|
| Mar 25, 2025 | 10,517 | Less than 1% ownership; no disclosed pledging; subject to insider trading policy prohibitions. |
| Mar 26, 2024 | 7,182 | Less than 1% ownership; increase year-over-year. |
- Stock ownership guidelines apply to EVPs, but specific multiple-of-salary threshold for Cain not disclosed.
- Unvested RSUs create retention hooks through 2029, aligning with long-term value creation.
Vesting Schedules and Insider Selling Pressure
- Upcoming vest dates could drive increased liquidity events: 1,500 shares (01/01/2026), 1,696 (01/24/2027), 506 (01/29/2028), 2,000 (01/29/2029).
- Hedging is prohibited; trading subject to blackout and CFO pre-approval, which moderates opportunistic selling risk, though normal diversification following vesting remains possible.
Employment Terms—Non-Compete/Non-Solicit
- One-year non-compete and non-solicit are conditions for CIC severance benefits; separation agreement and release required.
Equity Ownership & Pledging
- No Cain pledges disclosed; CEO’s pledge provides broader context but is not indicative of Cain’s practices.
- Company has no explicit prohibition on pledging in proxy narrative; hedging is explicitly prohibited.
Compensation Peer Group and Say-on-Pay
- Compensation benchmarked to custom peer group with philosophy targeting near market median; uses BCG consultant; annual advisory say-on-pay vote. Specific peer constituents and historical vote percentages not disclosed.
Investment Implications
- Alignment: Cain’s pay is predominantly salary with measured variable components (at-risk 24%), while incentives are tightly linked to operating, credit, and capital metrics—supporting prudent banking performance alignment.
- Retention: Significant unvested RSUs vesting through 2029 provide retention incentives; CIC economics are modest (1× salary, double-trigger) reducing windfall risk.
- Selling pressure: Regular vesting events (2026–2029) can create supply; prohibition on hedging and trading controls temper speculative behavior, but diversification post-vesting remains a normal consideration.
- Governance: No tax gross-ups, explicit clawback policy, and no option repricing are positive governance signals; ownership guidelines exist, though individual compliance metrics are not quantified in the proxy.
- Performance linkage: Above-target 2024 CIP (132.8% of target) driven by near-target earnings/PPNR and strong credit metrics, with balanced LTIP payout (71.2% of target) reflecting mixed ROATCE percentile vs peers—suggesting disciplined incentive calibration sensitive to shareholder value drivers.