Keith E. Whaley, O.D.
About Keith E. Whaley, O.D.
Independent director of SmartFinancial, Inc. (SMBK), age 54, serving since 2007. Founder of Whaley Family Eyecare (Pigeon Forge, TN); cofounder/partner in Tennessee Homemade Wines (2015), Tennessee Cider Company (2019), and Southeastern Wines and Ciders (2023). Education: B.S. Biology (UT Knoxville/UTC studies) and Doctor of Optometry, Southern College of Optometry. Serves as Secretary to the Board of Directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Pigeon Forge, TN | Mayor | 2007–2011 | Local government leadership; regional market insight |
| Sevier County, TN | County Commissioner | 2013–2021 | Government operations oversight |
| Tennessee Association of Optometric Physicians (TAOP) | Board of Trustees | 2001–2010 | Professional governance |
| Business Network International – Sevier County | President | 2003–2004 | Business networking leadership |
| Rotary Club of Pigeon Forge | Board Member | Past | Community service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| City of Pigeon Forge, TN | City Commissioner | Oct 2021–present | Ongoing public service |
| Whaley Family Eyecare | Founder/Owner | Ongoing | Healthcare entrepreneur |
| Tennessee Homemade Wines, LLC | Cofounder/Partner | 2015–present | Consumer products; private company |
| Tennessee Cider Company, LLC | Cofounder/Partner | 2019–present | Consumer products; private company |
| Southeastern Wines and Ciders, LLC | Cofounder/Partner | 2023–present | Consumer products; private company |
Board Governance
- Independence: Board determined Dr. Whaley is independent under NYSE and SEC rules (non-independent directors are Carroll Jr., Carroll Sr., and Welborn) .
- Committee assignments (2024 activity): Audit Committee member; Corporate Governance Committee member. Chairs: Audit (Barrett), Nominating (Ogle), Corporate Governance (Wolpert), Strategic Oversight (Tucker). Committee meetings in 2024: Audit (8), Nominating (2), Corporate Governance (3), Human Resources & Compensation (4), Strategic Oversight (4) .
- Audit Committee Report signatory: Listed among members in 2024 audit report (Barrett Chair; Miller; Tucker; Whaley; Wolpert) .
- Board leadership: Chairman Welborn; Vice Chairman Carroll Sr.; CEO Carroll Jr.; Lead Independent Director Ogle; executive sessions of independent directors led by the Lead Independent Director .
- Board meeting cadence/attendance: Board held 10 meetings in 2024 (including a two-day strategic planning retreat); aggregate director attendance exceeded 93% .
Fixed Compensation
| Year | Cash Fees ($) | Equity Grant ($) | Total ($) |
|---|---|---|---|
| 2024 | 44,000 | 32,000 (restricted stock grant date fair value) | 76,000 |
2025 director compensation program (Board-level, applicable to all non-employee directors):
- Annual cash retainer: $32,000; annual restricted stock grant value: ~$32,000; Lead Independent Director retainer: $10,000 .
- Committee retainers: Audit members $4,000; Audit Chair additional $8,000; Nominating members $3,000; Nominating Chair additional $3,000; Corporate Governance members $4,000; Corporate Governance Chair additional $4,000 .
- Non-employee director award cap: $500,000 per year; $700,000 for Board Chair or Lead Director (aggregate cash+equity; grant-date fair value) .
Performance Compensation
- 2024 equity: Restricted stock grant valued at $32,000; no options or PSUs disclosed for directors in 2024 compensation table .
- Plan governance and incentives:
- Clawback: Awards subject to Company clawback policies .
- Change-of-control: Time-based vesting lapses; performance-based awards deemed earned at target upon change-in-control or death/disability unless otherwise provided .
- No evergreen; fixed 10-year plan term to May 22, 2035; no repricing of options/SARs without shareholder approval; minimum FMV exercise price; no liberal share recycling .
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards disclosed in SMBK proxy biography for Dr. Whaley |
- Related-party transactions: Proxy discloses specific leases with entities owned by sons of director David Ogle; Corporate Governance Committee approves related-party transactions and informs Audit Committee. No related-party transactions identified for Dr. Whaley in the proxy .
Expertise & Qualifications
- Sectoral/market expertise: Deep knowledge of Sevier County market; leadership and strategic development experience from healthcare practice and consumer brand ventures .
- Governmental experience: Tenured local government leader (mayor; commissioner), contributing risk oversight and community alignment .
- Board role: Secretary to the Board of Directors .
- Professional affiliations: American Optometric Association; TAOP; ETOSP .
Equity Ownership
| Holder | Shares Beneficially Owned | Right to Acquire | Percent of Class | Pledged Shares |
|---|---|---|---|---|
| Keith E. Whaley, O.D. | 86,561 | — | <1% | None disclosed (pledge footnote pertains to Carroll Jr.) |
- Outstanding shares: 17,017,547 (as of record date Mar 25, 2025; includes 239,010 unvested restricted shares with voting rights) .
Governance Assessment
-
Strengths
- Independence and dual committee service (Audit; Corporate Governance) support robust financial oversight and governance hygiene .
- Consistent equity alignment via annual restricted stock grants; moderate cash fees vs regional peers targeted at market median .
- Significant local government and entrepreneurial background strengthens stakeholder engagement and regional growth insights .
- Board practices include executive sessions, active lead independent director, and formal related-party approval processes .
-
Watch items
- No per-director attendance disclosure; only aggregate (>93%); continued monitoring of individual engagement advisable .
- External private business interests (wines/cider) could pose potential banking or vendor relationships; no related-party transactions disclosed, but ongoing vigilance warranted via Corporate Governance Committee reviews .
- Director stock ownership guidelines exist for the Board, but the proxy does not specify guideline multiples or compliance status at the individual director level .
-
Red flags
- None identified for Dr. Whaley in the proxy (no pledging, loans, or related-party transactions disclosed) .
Notes on Committee Activity and Attendance
| Committee | Role (Whaley) | Meetings in 2024 |
|---|---|---|
| Audit | Member | 8 |
| Corporate Governance | Member | 3 |
| Board (overall) | Director (Secretary to Board) | Board held 10 meetings; aggregate attendance >93% |
Director Compensation: Program Structure Snapshot (2025)
| Component | Amount ($) | Eligibility |
|---|---|---|
| Board Cash Retainer | 32,000 | All non-employee directors |
| Annual Restricted Stock | ~32,000 (grant-date fair value) | All non-employee directors |
| Audit Committee Member Retainer | 4,000 | Audit members |
| Corporate Governance Committee Member Retainer | 4,000 | Corporate Governance members |
| Lead Independent Director Retainer | 10,000 | Lead Independent Director |
| Director Compensation Cap | 500,000 (700,000 Chair/Lead) | Aggregate cash + equity per year |
Related-Party Policy and Oversight
- Corporate Governance Committee charter requires approval of related-party transactions; factors include dollar amount, nature of interest, conflict potential, third-party comparables, and transaction purpose. Audit Committee notified for disclosure reporting .
Say-on-Pay & Compensation Governance
- Annual advisory say-on-pay and use of independent compensation consultant (Blanchard Consulting Group) for directors and NEOs; no tax gross-ups; no hedging; no option repricing without shareholder approval; stock ownership guidelines and holding requirements for Board, EVPs, CEO .
Overall, Dr. Whaley’s profile reflects an independent director with strong regional market knowledge, steady committee engagement in Audit and Corporate Governance, and balanced director pay with ongoing equity alignment. No specific conflicts or attendance concerns are disclosed; monitoring of external private business ties and continued transparency on individual attendance and ownership guideline compliance would enhance investor confidence.