Kelli D. Shomaker
About Kelli D. Shomaker
Kelli D. Shomaker, age 62, was appointed as an independent director of SmartFinancial, Inc. (SMBK) on March 27, 2025, and is “Director Since” 2025 . She currently serves as Senior Vice President for Business and Administration and Chief Financial Officer at Auburn University; she is a Certified Public Accountant (CPA) with a B.S. in Accounting from Texas A&M University and a Master’s in Higher Education Administration from Auburn University, and has 29+ years in higher education including 16 years at Texas A&M . Prior roles include Vice President, Treasurer and Controller for a publicly traded investment company, and auditor at PricewaterhouseCoopers, providing deep finance, reporting, risk management, and operations expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Auburn University | SVP Business & Administration; CFO | Current | Oversees financial reporting, budgets, procurement, cash/debt mgmt, facilities, real estate, HR, risk mgmt, strategic planning |
| Publicly traded investment company | Vice President, Treasurer & Controller | Prior | Corporate finance leadership, treasury, controllership |
| PricewaterhouseCoopers | Auditor | Prior | Public audit experience; CPA credential |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Retirement System of Alabama | Board Member | Current | State pension system; not a public-company board |
| Alabama Public Education Employees Health Insurance Plan | Board Member | Current | State health plan oversight |
| Treasury Institute of Higher Education | Chair | Current | Sector education/finance body |
| Lee County Boys & Girls Club | Board Member | Current | Non-profit governance |
| NABUCO Treasury & Investment Advisory Committee | Member | Current | Advisory role |
| Dudley Foundation | President | Current | Non-profit leadership |
Board Governance
| Attribute | Detail | Evidence |
|---|---|---|
| Independence | Independent director per NYSE/SEC standards | Shomaker labeled “Independent Director”; Board independence excludes only Carroll Jr., Carroll Sr., Welborn |
| Committee Memberships | Corporate Governance Committee (member) | Committee table lists membership; not Chair |
| Chair Roles | None disclosed | Committee table shows no chair designation for Shomaker |
| Lead Independent Director | David A. Ogle | Ogle serves as Lead Independent Director; lead independent retainer $10,000 (2025 program) |
| Board Meetings (2024) | 10 meetings; aggregate director attendance >93% | Shomaker appointed in 2025; 2024 attendance not applicable |
| Committee Meetings (2024) | Audit 8; Nominating 2; Corporate Governance 3; HR & Comp 4; Strategic Oversight 4 | Counts disclosed; Shomaker membership is in Corporate Governance Committee as of proxy date |
| Tenure | Appointed March 27, 2025; term to 2026 annual meeting | Appointment and election resolution |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $32,000 | 2025 director compensation program |
| Annual Restricted Stock Grant | ~$32,000 grant-date value | 2025 program; valued at approx. $32,000 |
| Lead Independent Director Retainer | $10,000 | Role-level; not applicable to Shomaker unless designated |
| Audit Committee Member Retainer | $4,000 | 2025 program |
| Audit Committee Chair Additional | $8,000 | 2025 program |
| Nominating Committee Member Retainer | $3,000 | 2025 program |
| Nominating Committee Chair Additional | $3,000 | 2025 program |
| Corporate Governance Committee Member Retainer | $4,000 | Shomaker is a member; 2025 program |
| Corporate Governance Committee Chair Additional | $4,000 | 2025 program |
| Human Resources & Compensation Committee Member Retainer | $4,000 | 2025 program |
| Human Resources & Compensation Committee Chair Additional | $5,000 | 2025 program |
| Strategic Oversight Committee Member Retainer | $4,000 | 2025 program |
| Strategic Oversight Committee Chair Additional | $4,000 | 2025 program |
| Director Compensation Cap | $500,000 ($700,000 Chair/Lead Director) | Annual cap on total cash+equity; plan definitions |
Performance Compensation
| Component | Metric | Target/Threshold | Vesting | Notes |
|---|---|---|---|---|
| Director equity (restricted stock) | None (time-based; not performance-based) | N/A | Per grant agreements; example: 2024 independent directors received 1,376 shares on Jan 31, 2024, vesting Jan 1, 2025 | Company limits director compensation to set fees and annual RS; no performance metrics for directors; example vesting schedule provided |
| Change-in-Control treatment | Awards fully vest; performance awards deemed earned at target | N/A | Single-trigger vesting upon change-in-control unless otherwise specified | Plan provides acceleration for time-based awards and target vesting for performance awards |
| Clawback | Subject to Company clawback policies | N/A | Applies to awards under plan | Sound governance provision in plan |
The Board explicitly limits director compensation to set fees and annual restricted stock to avoid conflicts and short-termism; there are no performance-based director incentives disclosed .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Retirement System of Alabama | Public pension system | Board Member | No SMBK-related transactions disclosed |
| Alabama Public Education Employees Health Insurance Plan | State plan | Board Member | No SMBK-related transactions disclosed |
| Treasury Institute of Higher Education | Non-profit/sector | Chair | N/A |
| Lee County Boys & Girls Club | Non-profit | Board Member | N/A |
| NABUCO Treasury & Investment Advisory Committee | Advisory | Member | N/A |
| Dudley Foundation | Non-profit | President | N/A |
No current public-company boards are disclosed; no shared directorships with SMBK competitors/suppliers/customers are disclosed .
Expertise & Qualifications
- CPA; audit background at PricewaterhouseCoopers, and corporate finance leadership at a publicly traded investment company .
- Deep expertise in financial reporting, budgets, procurement, cash/debt management, facilities/real estate, HR, risk management, and strategic planning across 29+ years in higher education; 16 years at Texas A&M .
- Current CFO of Auburn University; advanced degree in Higher Education Administration .
Equity Ownership
| Holder | Shares Beneficially Owned | Right to Acquire | Total Beneficial Ownership | % of Class | As of Date | Notes |
|---|---|---|---|---|---|---|
| Kelli D. Shomaker | — | — | — | — | March 25, 2025 | Newly appointed; no shares reported; no pledging noted for Shomaker in table |
| Shares Outstanding | 17,017,547 | — | — | — | March 25, 2025 | Includes 239,010 unvested restricted shares with voting rights |
Pledging noted only for CEO William Y. Carroll Jr. (15,750 shares); no pledging/hedging disclosures pertain to Shomaker in the table . The Company discloses stock ownership guidelines and holding requirements for the Board of Directors, though specific multiples are not detailed in the proxy summary .
Governance Assessment
- Independence and credentials: Shomaker is independent and brings robust CFO/audit expertise, strengthening oversight on financial controls, risk, and governance .
- Committee effectiveness: Placement on the Corporate Governance Committee aligns with her administrative and risk oversight experience; no chair role, which reduces concentration of power for a new director .
- Attendance and engagement: Board held 10 meetings in 2024 with aggregate attendance over 93%; Shomaker’s 2024 attendance is not applicable due to appointment in 2025; committee meeting cadence is established (CGC: 3 in 2024), supporting ongoing engagement expectations .
- Compensation alignment: 2025 program targets market median with balanced cash ($32k) and equity (~$32k) and modest committee retainers; director compensation is explicitly limited to set fees and RS, avoiding performance-linked incentives that could bias oversight .
- Equity and alignment: As of March 25, 2025, Shomaker reported no beneficial ownership; expected RS grants should begin building “skin in the game,” but near-term alignment is limited until awards vest .
- Policies and safeguards: The Omnibus Incentive Plan includes clawback and prohibits option repricing; it provides single-trigger vesting on change-in-control for time-based awards and target-level vesting for performance awards—common but worth monitoring for potential misalignment in takeover scenarios .
- Related-party risk: No related-party transactions involving Shomaker are disclosed; RPT oversight resides with Corporate Governance Committee, with Audit Committee notified for disclosure . Other RPTs (e.g., Ogle’s sons’ leases) highlight active disclosures but do not involve Shomaker .
- Shareholder oversight signals: Say-on-pay and 2025 meeting vote results will be published on Form 8-K post-meeting, indicating transparency; not yet available in the proxy .
RED FLAGS: None identified specific to Shomaker (no pledging/hedging disclosure, no RPTs). Moderate caution on plan’s single-trigger vesting for time-based awards in change-in-control scenarios .
Notes on Director Compensation Program Governance
- Independent compensation consultant (Blanchard Consulting Group) engaged; Committee monitors peer median and best practices; board/EVP/CEO stock ownership guidelines and holding requirements disclosed at a policy level; no tax gross-ups; no option repricing without shareholder approval .