Geoffrey A. Wolpert
About Geoffrey A. Wolpert
Independent director at SmartFinancial, Inc. (SMBK), age 69, serving on the board since 2007. Background includes 40+ years in hospitality as owner of The Park Grill and The Peddler Steakhouse in Gatlinburg, TN, and 20+ years of financial industry board experience at First National Bank of Gatlinburg and BankFirst (now Truist). Recognitions include 2023 Good Scout Award (Boy Scouts of America), 2000 Volunteer of the Year (Gatlinburg Chamber), and 2004 Leadership Award (United Way of Sevier County). He is the founding President of the Gatlinburg Gateway Foundation and held leadership roles at Arrowmont School of Arts and Crafts (past President, Chair of Development Committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Park Grill; The Peddler Steakhouse (Gatlinburg, TN) | Owner | 40+ years | Operational leadership and entrepreneurship |
| First National Bank of Gatlinburg | Director (past) | 20+ years (financial industry experience) | Bank board experience (mergers, growth strategies) |
| BankFirst (now Truist) | Director (past) | 20+ years (financial industry experience) | Bank board experience (mergers, growth strategies) |
| Arrowmont School of Arts and Crafts | Board of Governors – past President | Not disclosed | Chair of Development Committee (past) |
| Gatlinburg Gateway Foundation | Founding President | Not disclosed | Civic leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Boy Scouts of America – Great Smokey Mountains Council | Good Scout Award recipient | 2023 |
| Gatlinburg Chamber of Commerce | Volunteer of the Year | 2000 |
| United Way of Sevier County | Leadership Award | 2004 |
| Gatlinburg Gateway Foundation | Founding President | Ongoing/not disclosed |
| Arrowmont School of Arts and Crafts | Board of Governors; Chair of Development Committee | Past |
Board Governance
- Independence: The board determined Wolpert is independent under NYSE and SEC rules; only Carroll Jr., Carroll Sr., and Welborn are not independent .
- Lead Independent Director: David A. Ogle serves as Lead Independent Director .
- Board attendance: The board held 10 meetings in 2024 (including a two-day strategy retreat); aggregate director attendance exceeded 93% .
- Committee memberships and chair roles (as of the proxy date):
- Audit Committee – Member
- Nominating Committee – Member
- Corporate Governance Committee – Chair
- Human Resources & Compensation Committee – Member
- Strategic Oversight Committee – Member
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 8 |
| Nominating | Member | 2 |
| Corporate Governance | Chair | 3 |
| Human Resources & Compensation | Member | 4 |
| Strategic Oversight | Member | 4 |
- Audit Committee activities: Independent oversight of Forvis Mazars, LLP; AS 1301 communications; recommended inclusion of audited financials in Form 10-K (FY 2024). Members include Barrett (Chair), Miller, Tucker, Whaley, and Wolpert .
Fixed Compensation
- 2024 Director compensation (SmartFinancial and SmartBank, as applicable):
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 55,000 | 32,000 (grant-date fair value under 2015 Plan) | 87,000 |
- 2025 program (approved January 2025):
| Component | Amount |
|---|---|
| Board annual cash retainer | $32,000 |
| Annual restricted stock grant (approximate value) | $32,000 |
| Lead Independent Director retainer | $10,000 |
| Audit Committee member retainer | $4,000; Chair additional $8,000 |
| Nominating Committee member retainer | $3,000; Chair additional $3,000 |
| Corporate Governance Committee member retainer | $4,000; Chair additional $4,000 |
| Human Resources & Compensation Committee member retainer | $4,000; Chair additional $5,000 |
| Strategic Oversight Committee member retainer | $4,000; Chair additional $4,000 |
| SmartBank Director Loan Committee member retainer | $12,000 |
| SmartBank Asset Liability Committee member retainer | $4,000 |
- Consultant and benchmarking: The Compensation Committee uses independent consultant Blanchard Consulting Group (BCG) and targets market median (50th percentile) for directors; BCG determined no conflicts of interest .
Performance Compensation
- Director equity grants are time-based restricted stock; no performance metrics disclosed for directors (performance metrics in CD&A apply to NEOs, not directors) .
- 2024 director equity grant details:
| Grant Date | Shares Granted | Vest Date | Grant Value (approx.) |
|---|---|---|---|
| Jan 31, 2024 | 1,376 shares | Jan 1, 2025 | ~$32,000 (per director) |
- Equity plan provisions: Awards subject to clawback policy; no option/SAR repricing without shareholder approval .
Other Directorships & Interlocks
| Company/Organization | Role | Public Company? | Interlocks/Conflicts |
|---|---|---|---|
| First National Bank of Gatlinburg | Director (past) | Not disclosed | None disclosed |
| BankFirst (now Truist) | Director (past) | Truist is public; prior role at predecessor | None disclosed |
| Private businesses (restaurants) | Owner | Private | No related-party transactions disclosed with SMBK |
Expertise & Qualifications
- Strategic leadership and business operations; entrepreneurship from multi-decade hospitality ownership .
- Financial industry board experience (bank mergers and growth strategies) over 20+ years .
- Community leadership and recognized civic engagement (awards and foundation leadership) .
Equity Ownership
| Holder | Shares Beneficially Owned | Right to Acquire | % of Class | Basis/Outstandings |
|---|---|---|---|---|
| Geoffrey A. Wolpert | 211,908 | — | 1.25% | 17,017,547 shares outstanding at 3/25/2025 (includes 239,010 unvested restricted stock with voting rights) |
- Hedging policy: Prohibits directors from hedging, short-selling or derivatives on Company stock; trading subject to blackout periods and CFO pre-clearance .
- Pledging: Only Carroll Jr. disclosed 15,750 pledged shares; no pledges disclosed for Wolpert .
- Ownership guidelines: Company maintains stock ownership guidelines and holding requirements for Board members; specific multiples not disclosed in the proxy .
Governance Assessment
- Board effectiveness: Wolpert chairs the Corporate Governance Committee and serves on Audit, Nominating, HR & Compensation, and Strategic Oversight—broad governance footprint contributing to oversight quality .
- Independence and alignment: Independent director with meaningful personal stake (1.25% of shares outstanding), and anti-hedging policy supports alignment with long-term shareholders .
- Attendance and engagement: Board met 10 times in 2024 with aggregate attendance over 93%, suggesting active engagement; individual attendance not disclosed .
- Compensation structure: Mix of cash retainer and time-based restricted stock; standardized 2025 program and use of independent consultant reduce conflicts and align with market median practices .
- Conflicts/related-party: No Wolpert-related party transactions disclosed; related-party leases involve director Ogle’s family entities and are overseen under formal approval procedures .
- RED FLAGS: None specific to Wolpert—no pledging, no related-party dealings disclosed, no hedging permitted; audit oversight appears compliant with PCAOB and NYSE standards .