Rebecca C. Boyd
About Rebecca C. Boyd
Executive Vice President and Chief People Officer of SmartBank; age 44; executive officer since 2020; joined SmartBank in 2016 after serving as Vice President, Director of Human Resources at SmartBank . She leads HR, culture, training, benefits, M&A integration, recruiting, and HR technology; civic roles include SHRM member, Board member of Make‑A‑Wish East Tennessee, University of Tennessee Chancellor Associates, and President of East Tennessee Compensation & Benefits Association . During her executive tenure, SMBK delivered a 39% cumulative TSR from 12/31/2019 to 12/31/2024 (value of $100 → $139.02) and grew net income to $36.1M in 2024; loans and deposits increased $459.5M and $418.6M respectively, with ROA of 0.73% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SmartBank | Vice President, Director of Human Resources | 2016–2020 | Led HR operations and supported M&A integration, talent management, and HR technology |
| SmartBank | Executive Vice President, Chief People Officer | 2020–Present | Leads all people management and culture; training, benefits, strategic planning, recruiting, engagement, and HR tech |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Society of Human Resource Management | Member | Current | Professional standards and HR best practices network |
| Make‑A‑Wish East Tennessee | Board Member | Current | Regional nonprofit governance and community engagement |
| University of Tennessee Chancellor Associates | Member | Current | University advisory engagement in Knoxville |
| East Tennessee Compensation & Benefits Association | President | Current | Regional total rewards leadership and benchmarking |
Fixed Compensation
Not disclosed for Boyd in the proxy; she is an executive officer but not a Named Executive Officer (NEO). The Summary Compensation Table covers NEOs only (CEO, CFO, Chairman, Chief Credit Officer, Chief Accounting Officer) and does not include Boyd .
Performance Compensation
SMBK uses an Annual Executive Cash Incentive Plan (CIP) and an equity-based Long-Term Incentive Plan (LTIP). CIP awards are contingent on continued employment through payment; LTIP awards are granted as restricted stock with cliff vesting on the fourth anniversary of grant; both plans include clawbacks and can be adjusted for extraordinary events .
2024 CIP – Company Metrics and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Company Payout % |
|---|---|---|---|---|---|---|
| Operating Net Income ($000s) | 30.0% | $30,354 | $35,710 | $41,067 | $34,885 | 98% |
| Operating PPNR ROAA (%) | 25.0% | 0.86% | 1.01% | 1.16% | 0.99% | 98% |
| Non‑Performing Assets / Total Assets (%) | 10.0% | 0.86% | 0.75% | 0.64% | 0.19% | 115% |
| Net Charge‑offs / Avg Loans (%) | 10.0% | 0.23% | 0.20% | 0.17% | 0.08% | 115% |
Notes: CIP cash incentives are paid the year following service and require continued employment through the payment date .
2024 LTIP – Company Metrics and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout % | Vesting |
|---|---|---|---|---|---|---|---|
| Operating ROATCE Percentile vs Peers | 20% | 30th | 40th | 50th | 15th | — (below threshold) | Restricted stock; cliff vest at 4 years |
| Tangible Book Value Growth (%) | 40% | 9.31% | 10.95% | 12.59% | 10.07% | 92% | Restricted stock; cliff vest at 4 years |
| Operating EPS per Diluted Share ($) | 40% | $1.79 | $2.11 | $2.42 | $2.07 | 98% | Restricted stock; cliff vest at 4 years |
Notes: LTIP 2024 performance earned shares were granted on January 29, 2025, subject to the vesting schedule .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | Not disclosed for Boyd; proxy ownership table covers directors and NEOs only |
| Ownership % of outstanding | Not disclosed for Boyd |
| Vested vs unvested shares | Not disclosed for Boyd |
| Pledging | No pledging disclosed for Boyd; company prohibits hedging, and CEO disclosed pledging of 15,750 shares (Boyd not listed) |
| Stock ownership guidelines | Company maintains stock ownership guidelines and holding requirements for EVPs and CEO; individual compliance status for Boyd not disclosed |
Policy highlights: Hedging and speculative trading by executive officers are prohibited; awards are subject to NYSE‑compliant clawback policy . Plan prohibits option/SAR repricing without shareholder approval and sets a fixed 10‑year term ending May 22, 2035 .
Employment Terms
| Element | Boyd‑Specific Disclosure | Company/Peer Reference |
|---|---|---|
| Employment agreement | Not disclosed for Boyd | Other exec agreements include 2‑year initial terms with auto‑renewals (e.g., CFO/Jordan) |
| Severance (no cause/good reason) | Not disclosed for Boyd | CFO/Jordan: 1× salary + 12 months COBRA; CIC: 2× salary + average bonus + 18 months COBRA; CEO: CIC 2.99× salary + average bonus + 18 months COBRA |
| Change‑in‑control triggers | Not disclosed for Boyd | Plan provides for vesting/exercise accelerations upon CIC unless otherwise specified |
| Non‑compete/non‑solicit | Not disclosed for Boyd | One‑year non‑compete and non‑solicit covenants are required for severance eligibility in exec agreements |
| Award transfer limits | Not disclosed for Boyd | Plan restricts transfer except by will/descent; limited committee‑approved exceptions (no transfers for value) |
Compensation Structure Analysis
- Pay‑for‑performance design: SMBK targets near median base salaries and emphasizes at‑risk incentives (CIP + LTIP) with multi‑year vesting, peer benchmarking via Blanchard Consulting Group; 2024 say‑on‑pay support ~98% .
- Risk controls: No hedging; clawbacks; no tax gross‑ups; prohibition on option/SAR repricing; independent committee; ownership guidelines for EVPs and CEO .
- Equity usage: Prior plan outstanding awards totaled 206,007 shares with 10,148 options (W.A. exercise $15.05; ~0.75 years remaining); burn rate averaged 0.38% over 2022–2024; dilution and overhang disclosed .
Investment Implications
- Alignment: Boyd’s role (Chief People Officer) directly influences talent quality and post‑merger integration—key levers for sustained loan growth, cost control, and credit discipline; SMBK’s incentive frameworks tie payouts to operating net income, credit quality, and TBV/EPS growth, indicating strong pay‑performance alignment at the executive cohort level .
- Retention risk: Individual compensation, severance, and CIC terms for Boyd are not disclosed—lack of visibility can obscure retention risk and parachute economics relative to peers; however, enterprise policies (cliff vesting, clawbacks, non‑compete/non‑solicit for severance eligibility) provide structural retention features .
- Trading signals: No Form 4 data for Boyd in the proxy; watch for future equity grant dates and four‑year cliff vesting that could create episodic selling pressure in broader management ranks; hedging prohibitions limit adverse alignment risk .
- Governance: High say‑on‑pay support (~98%) and independent compensation oversight reduce governance overhang; peer benchmarking and explicit credit/earnings metrics in CIP/LTIP support disciplined incentive risk .
Data gaps: Boyd’s base salary, bonus targets/payouts, equity grant amounts, ownership, and employment agreement terms were not disclosed in the DEF 14A; conclusions reflect company‑level design and disclosed executive cohorts, not her individual figures .