David A. Ogle
About David A. Ogle
David A. Ogle (age 67) has served on SmartFinancial’s Board since 2007 and is the current Lead Independent Director. He is President and co‑founder of multiple East Tennessee real estate development businesses (Five Oaks Development Group; Five Oaks/Ogle, Inc.; Oaktenn, Inc.; Five Oaks Outlet Centers, Inc.), and has been recognized with an Honorary Doctorate of Business Administration (Carson‑Newman University, 2010) and induction into the East Tennessee Business Hall of Fame. His background spans finance, management, business operations, strategic development, and large‑scale real estate and tourism projects .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Tennessee Real Estate Commission | Past Chairman | Not disclosed | State regulatory leadership |
| Carson‑Newman University (Board of Trustees) | Past Chairman | Not disclosed | Higher‑ed governance leadership |
External Roles
| Organization | Role | Tenure/Timing | Notes |
|---|---|---|---|
| Five Oaks Development Group | President; Co‑founder | Current | Commercial real estate development |
| Five Oaks/Ogle, Inc. | Founder | Current | Real estate/contracting |
| Oaktenn, Inc. | Co‑founder; President | Current | Real estate/contracting |
| Five Oaks Outlet Centers, Inc. | Co‑founder; Officer | Current | Retail/outlet centers |
Board Governance
- Independence: The Board determined all directors are independent except W.Y. Carroll Jr., W.Y. Carroll Sr., and Welborn; Ogle is independent and serves as Lead Independent Director .
- Lead Independent Director responsibilities include calling executive sessions, liaising with the Chair/CEO, ensuring board effectiveness, crisis leadership, and shareholder availability .
- Board activity: 10 meetings in 2024 (including a two‑day strategic planning retreat); aggregate director attendance exceeded 93% across Board and committee meetings .
| Committee (2024) | Membership/Role for Ogle | 2024 Meetings |
|---|---|---|
| Nominating Committee | Chair | 2 |
| Human Resources & Compensation Committee | Chair | 4 |
| Strategic Oversight Committee | Member | 4 |
| Audit Committee | Not a member | 8 |
| Corporate Governance Committee | Not a member (Wolpert Chair) | 3 |
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 (actual) | Fees Earned or Paid in Cash | $73,000 | As disclosed in director compensation table |
| 2024 (actual) | Stock Awards (Grant‑date fair value) | $32,000 | Time‑based restricted stock; ASC 718 value |
| 2024 (actual) | Total | $105,000 | Cash + equity value |
2025 director compensation program (structure approved January 2025):
- Board annual cash retainer: $32,000
- Annual restricted stock grant: approximately $32,000
- Lead Independent Director additional retainer: $10,000
- Committee retainers (Company Board committees):
- Audit: Members $4,000; Chair +$8,000
- Nominating: Members $3,000; Chair +$3,000
- Corporate Governance: Members $4,000; Chair +$4,000
- Human Resources & Compensation: Members $4,000; Chair +$5,000
- Strategic Oversight: Members $4,000; Chair +$4,000
Performance Compensation
| Grant | Type | Grant Date | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2024 Director Grant | Restricted Stock | Jan 31, 2024 | 1,376 shares (per director) ; $32,000 2024 value shown in comp table | Vested Jan 1, 2025 | None disclosed; time‑based vesting |
| 2025 Program | Restricted Stock | 2025 cycle | ~ $32,000 annual grant | Per plan documents | None disclosed for directors |
- Clawbacks/Plan controls: Equity awards under the omnibus plan are subject to the Company’s clawback policy; repricing of options/SARs is prohibited without shareholder approval . Annual director award limit: $500k, or $700k for a Lead Director (aggregate cash + equity at grant‑date fair value) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships | None disclosed for Ogle in the 2025 proxy . |
| Related‑party transactions (potential conflict) | Two triple‑net branch leases with entities wholly owned by Ogle’s sons: (i) Midnight Pass Holdings, LLC (Sevierville, TN; original lessors Jacob L. Ogle/Taylor Ogle) – 15‑year term from Mar 20, 2018; 2024 rent paid $87,000; remaining base rent in initial term $777k; initial base rent $63k increasing to $96k in years 11–15; (ii) 1419 Parkway, LLC (Alcoa, TN) – 15‑year term from Jun 1, 2019; 2024 rent paid $78,000; remaining base rent $908k; initial base rent $75k increasing to $99k in years 11–15 . |
| Approval/oversight of related‑party transactions | Corporate Governance Committee must review/approve related‑person transactions per charter; factors include amount, nature of interest, conflict risk, third‑party comparables, and benefits to Company; Audit Committee notified for disclosure . |
| Independence determination (context) | Board deems Ogle independent; independence review noted Ogle’s two related‑party leases (still independent except the three named insiders) . |
Expertise & Qualifications
- Strategic/operating expertise: Finance, management, business operations, strategic development; leading real estate developer/contractor in East Tennessee over 25+ years .
- Governance leadership: Lead Independent Director responsibilities enumerated (executive sessions, agenda shaping, liaison role, crisis leadership, shareholder availability) .
- Civic/academic leadership: Past Chair of Tennessee Real Estate Commission; Past Chair of Carson‑Newman University Board of Trustees; Honorary DBA (2010) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged? | Notes |
|---|---|---|---|---|
| David A. Ogle | 236,149 | 1.39% | Not disclosed as pledged (pledge footnote cites W.Y. Carroll Jr.) | As of Mar 25, 2025; 17,017,547 shares outstanding (incl. 239,010 unvested RS) |
- Ownership alignment policies: The Company maintains stock ownership guidelines and stock holding requirements for the Board, and prohibits hedging by directors and executive officers .
Governance Assessment
-
Strengths/signals:
- Lead Independent Director since 2025 proxy period; robust LID mandate supports board independence and oversight .
- Chairs two key committees (Human Resources & Compensation; Nominating), indicating central role in pay governance and board refreshment; HRC committee uses an independent consultant (Blanchard Consulting Group) with no conflicts identified .
- Active board cadence and engagement (10 board meetings; >93% aggregate attendance; committee meeting frequency disclosed) .
- Director pay program emphasizes simplicity and alignment (fixed retainers plus modest annual RS; 2025 targeted at median; anti‑hedging; plan‑level clawback; no option repricing) .
-
Risk indicators/RED FLAGS:
- Related‑party exposure: Two branch leases with entities owned by Ogle’s sons; 2024 rent of $165,000 in aggregate; significant remaining base rent obligations ($777k and $908k) over initial terms. Transactions are triple‑net and subject to Corporate Governance Committee approval under a written policy, but the familial link is a recurring conflict‑risk area requiring continued independent oversight .
- Concentration of influence: Ogle is Lead Independent Director and chairs two committees (HRC and Nominating), a combination that warrants attention to checks‑and‑balances, offset in part by disclosed LID responsibilities and independent committee composition .
-
Director compensation outlook:
- 2025 program implies Ogle is eligible for Board retainer ($32k), Lead Independent Director premium ($10k), Nominating Chair retainer ($3k + member $3k), HRC Chair retainer ($5k + member $4k), and Strategic Oversight member retainer ($4k), plus ~ $32k in annual restricted stock, consistent with Company’s market‑median philosophy .
-
Additional controls:
- Annual director award cap: $500k, or $700k for a Lead Director, aggregating cash and equity grant‑date fair value, reinforcing pay discipline .
Notes and References:
- Age, tenure, biography:
- Lead Independent Director and responsibilities:
- Committee assignments and meeting counts:
- HRC Chair confirmation:
- Director pay 2024 (Ogle):
- 2025 director pay structure and committee retainers:
- Related‑party leases (sons’ LLCs), amounts, terms:
- Related‑party approval policy and independence determination:
- Ownership table (Ogle shares and %):
- Outstanding shares and pledge disclosure (Carroll Jr., not Ogle):
- Ownership guidelines and hedging prohibition:
- Omnibus plan clawback and anti‑repricing; director award caps: