Rhett D. Jordan
About Rhett D. Jordan
Executive Vice President & Chief Credit Officer of SmartBank (SmartFinancial, Inc.), age 54; executive officer since 2013, with 30 years’ industry experience in commercial banking and senior credit roles. Education: B.S. in Business Administration (Management), Samford University; MBA, Spring Hill College; 11+ years with SMBK . Company 2024 performance context: net income $36.1M ($2.14/diluted share), ROAA 0.73%, net loans/leases +$459.5M to $3.9B, deposits +$418.6M to $4.7B; the Company established a REIT subsidiary for tax savings . Pay-versus-performance: 2024 shareholder return value of initial $100 investment = 139.02 vs peer 132.44; operating net income $34.885M (non-GAAP) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SmartBank (SmartFinancial, Inc.) | EVP & Chief Credit Officer | 2013–present | Executive credit leadership; extensive management/finance background across retail, commercial, and credit functions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regions Bank (Knoxville) | SVP & East TN Credit Officer | Not disclosed | Senior regional credit officer prior to SmartBank |
| BankEast (Knoxville) | Chief Credit Officer | Not disclosed | Chief Credit Officer role in community banking |
| Education | B.S., Business Administration (Management), Samford University; MBA, Spring Hill College | — | Foundational management and finance training |
Fixed Compensation
Multi‑Year Compensation (Summary Compensation Table – Rhett D. Jordan)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 278,416 | 303,042 | 319,724 |
| Stock Awards (grant‑date fair value) | — | 111,394 | 16,003 |
| Non‑Equity Incentive Plan Compensation (CIP) | 149,756 | 53,682 | 104,064 |
| All Other Compensation | 35,758 | 36,676 | 35,135 |
| Total | 463,930 | 504,794 | 474,926 |
Base Salary Progression
| Year | Base Salary ($) | Prior Year ($) | % Increase |
|---|---|---|---|
| 2024 | 321,651 | 306,335 | 5% |
All Other Compensation (2024 detail)
| Component | Amount ($) |
|---|---|
| 401k Match | 2,600 |
| Auto Allowance | 5,467 |
| Medical Premium | 26,378 |
| Group‑Term Life Insurance | 690 |
| Total | 35,135 |
Performance Compensation
Annual Executive Cash Incentive Plan (CIP) – 2024
| Item | Value |
|---|---|
| Target ($) | 96,495 |
| Actual ($) | 104,064 |
| % of Target | 107.8% |
| Payment Timing | Paid in the following year; contingent on continued employment through payment date |
CIP Company vs Individual Components (2024)
| Component | Weighting | Achievement | Payout ($) |
|---|---|---|---|
| Company Component | 75% | 121.4% | 87,854 |
| Individual Performance Component | 25% | 67.2% | 16,210 |
| Total | — | — | 104,064 |
2024 CIP Metrics and Outcomes (Company level metrics driving payouts)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Operating Net Income ($000) | 30.0% | 30,354 | 35,710 | 41,067 | 34,885 | 98% |
| Operating PPNR ROAA (%) | 25.0% | 0.86 | 1.01 | 1.16 | 0.99 | 98% |
| Non‑Performing Assets / Total Assets (%) | 10.0% | 0.86 | 0.75 | 0.64 | 0.19 | 115% |
| Net Charge‑offs / Average Loans (%) | 10.0% | 0.23 | 0.20 | 0.17 | 0.08 | 115% |
Long‑Term Incentive Plan (LTIP) – 2024 performance, granted Jan 29, 2025
| Item | Value |
|---|---|
| LTIP Target ($) | 64,330 |
| LTIP Actual ($) | 43,017 |
| % of Target | 66.9% |
| Shares Granted (Jan 29, 2025) | 1,211 |
| Vesting | Cliff vest at 4th anniversary of grant date (Jan 29, 2029) |
2024 LTIP Metrics and Outcomes (Company level)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Operating ROATCE Percentile vs Peers | 20% | 30th | 40th | 50th | 15th | — (below threshold) |
| Tangible Book Value Growth (%) | 40% | 9.31 | 10.95 | 12.59 | 10.07 | 92% |
| Operating EPS (diluted) ($) | 40% | 1.79 | 2.11 | 2.42 | 2.07 | 98% |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 25, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Rhett D. Jordan | 10,353 | ~0.06% (10,353 ÷ 17,017,547) |
- Ownership table notes: total shares outstanding 17,017,547 (incl. 239,010 unvested RS) .
- Pledging: No pledging disclosed for Mr. Jordan; a pledging footnote applies to the CEO (15,750 shares pledged) .
- Hedging: Executives and directors prohibited from hedging/short‑selling Company securities; trading subject to blackout periods and CFO pre‑clearance .
- Stock Ownership Guidelines: Guidelines and holding requirements exist for Board, EVPs, and CEO; no numeric multiple disclosed for EVPs in the proxy .
Outstanding Unvested Restricted Stock (as of Dec 31, 2024)
| Award | Shares | Market Value ($) | Vest Date |
|---|---|---|---|
| RSA | 2,500 | 77,450 | 01/01/2025 |
| RSA | 2,500 | 77,450 | 01/01/2026 |
| RSA | 4,199 | 130,085 | 01/24/2027 |
| RSA | 658 | 20,385 | 01/29/2028 |
| Pricing reference | — | $30.98 (12/31/2024 close) | — |
- Vested in 2024: 2,500 shares; value realized $61,225 .
- 2025 grant (earned on 2024 performance): 1,211 shares granted 01/29/2025; cliff vest on 01/29/2029 .
- Options: No individual option awards disclosed for Mr. Jordan; company-level prior plan shows 10,148 options outstanding with $15.05 WAE price and 0.75 years remaining (not attributed to Mr. Jordan) .
Employment Terms
- Agreement date: Employment agreement dated March 9, 2020; initial base salary $257,500; annual bonus opportunity; company‑owned automobile; initial two‑year term with automatic one‑year renewals unless 60 days’ notice .
- Severance (without cause/good reason): 1× base salary paid over 12 months + 12 months COBRA premiums; requires separation agreement and adherence to 1‑year non‑compete and non‑solicit .
- Change‑in‑Control (CIC) severance: If terminated without cause/for good reason within 18 months post‑CIC, 2× (base salary + average of two most recent annual cash bonuses) in lump sum + 18 months COBRA premiums .
Potential Payments (as of Dec 31, 2024; SMBK stock at $30.98)
| Scenario | Salary ($) | Bonus ($) | Medical Benefits ($) | Equity Awards ($) | BOLI Death Benefit ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death | — | — | — | 305,370 | 400,000 | 705,370 |
| Disability | — | — | — | 305,370 | — | 305,370 |
| Termination w/o Cause or for Good Reason | 321,651 | — | 26,906 | 201,251 | — | 549,808 |
| CIC Termination w/o Cause or for Good Reason | 643,302 | 203,438 | 40,359 | 305,370 | — | 1,192,469 |
- Restrictive covenants: 1‑year non‑compete and non‑solicit required to receive severance .
- Clawback: Awards subject to NYSE‑compliant clawback policy upon restatement .
- Plan governance: No option/SAR repricing; no evergreen; independent administration; fixed 10‑year term for Omnibus Incentive Plan (to May 22, 2035) .
Investment Implications
- Alignment and risk: Jordan’s pay mix targets 31% at‑risk (short‑term + long‑term incentives) consistent with EVP risk‑aligned design; base salary increased 5% in 2024 from peer‑benchmarked process . Company metrics tied to credit quality (NPA/Assets, net charge‑offs) exceeded maximums (115% payouts), aligning his role with value drivers; however, his individual CIP component was 67.2%, lowering total CIP to 107.8% of target, indicating area‑specific performance variability .
- Vesting/selling pressure: Unvested RS schedule includes vest dates 01/01/2026, 01/24/2027, 01/29/2028; plus a 01/29/2029 cliff for 2025 grant—expect potential liquidity windows around these dates; 2,500 shares vested in 2024 at $61,225 realized value . Prohibitions on hedging reduce adverse alignment risks .
- Ownership: Beneficial ownership is modest (~0.06% of outstanding), suggesting limited personal leverage to shareholder outcomes but consistent with regional bank EVP norms; no pledging disclosed for Jordan (CEO’s pledging flagged separately) .
- Downside/CIC protection: CIC economics (2× salary+avg bonus + 18 months COBRA) are moderate, but combined with accelerated vesting discretion and defined equity values could influence retention through transaction scenarios; ongoing 1‑year non‑compete/non‑solicit mitigates competitive transition risk .
- Governance and shareholder sentiment: Compensation programs benchmarked by an independent consultant (BCG) with pay targeted near peer median; 2024 say‑on‑pay approval ~98% supports investor acceptance of pay design . Company TSR outperformed the peer index in 2024 (139.02 vs 132.44), and operating net income tied to incentive metrics provides credible pay‑for‑performance linkage .
Overall: Incentive structures are tightly linked to credit quality and operating profitability, with meaningful unvested equity and multi‑year vesting that supports retention. Watch for vesting‑date related trading windows and any change in individual performance trends given the lower individual CIP achievement, while noting strong company‑level credit outcomes in 2024 .