Ronald J. Gorczynski
About Ronald J. Gorczynski
Ronald J. Gorczynski is Executive Vice President and Chief Financial Officer of SmartFinancial, Inc. and SmartBank, serving as an executive officer since 2019; he joined SmartBank in 2018. He is 59 years old as of the 2025 proxy and has 25+ years of financial industry experience, including prior service as Chief Accounting Officer at Bank of North Carolina, with extensive involvement in investor relations, corporate governance, budgeting/forecasting, and leading 20+ M&A integrations; he is a member of the American Institute of Certified Public Accountants . Company performance during his tenure shows net income of $28.6M in 2023 vs. $43.0M in 2022, and total shareholder return (TSR) index values of 108.57 in 2023, 120.22 in 2022, 118.35 in 2021, and 77.69 in 2020, indicating cyclicality through rate/credit and securities repositioning impacts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of North Carolina | Chief Accounting Officer | Not disclosed | Led corporate responsibilities in investor relations and governance; extensive banking expertise; led team through 20+ M&A transactions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Institute of Certified Public Accountants | Member | Not disclosed | Professional standards adherence; financial/accounting expertise signaling |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $285,201 | $311,933 | $330,125 |
| Stock Awards ($) | — | $114,639 | $16,465 |
| Non-Equity Incentive Plan Comp ($) | $154,118 | $55,246 | $131,921 |
| All Other Compensation ($) | $40,516 | $44,063 | $39,337 |
| Total ($) | $479,834 | $525,881 | $517,848 |
- Base salary increased 5% in 2024 to $331,020 from $315,257 in 2023, per the Committee’s market/peer review; CFO increase 5% .
- Compensation mix (2024 set levels): Base 62%, Target Short-term 19%, Target Long-term 12%, All Other 7%, At-risk 31% .
All Other Compensation breakdown (2023):
- 401k Match: $12,868; Auto Allowance: $9,000; Medical Premium: $20,905; Group-Term Life: $1,290; Total: $44,063 .
Performance Compensation
Annual Cash Incentive Plan (CIP) Structure and Outcomes
| Award Level (as % of Base) | Threshold | Target | Maximum |
|---|---|---|---|
| CFO 2023 structure | 15% | 30% | 60% |
| CFO 2024 structure | 15% | 30% | 60% |
| Year | CIP Target ($) | CIP Actual ($) | % of Target |
|---|---|---|---|
| 2023 | $94,577 | $55,246 | 58.4% |
| 2024 | $99,306 | $131,921 | 132.8% |
CIP Metrics and Payouts:
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| 2023 Operating Net Income ($000) | 50.0% | $40,950 | $45,500 | $54,600 | $34,410 | 0% |
| 2023 Net Balance Loan Growth ($000) | 12.5% | $3,416,308 | $3,497,649 | $3,578,989 | $3,444,462 | 67% |
| 2023 Net Noninterest Bearing Deposit Growth ($000) | 12.5% | $1,126,072 | $1,152,883 | $1,179,694 | $898,044 | 0% |
| 2023 Noninterest Income / Revenue (%) | 10.0% | 16.66 | 16.77 | 18.11 | 18.26 | 200% |
| 2024 Operating Net Income ($000) | 30.0% | $30,354 | $35,710 | $41,067 | $34,885 | 98% |
| 2024 Operating PPNR ROAA (%) | 25.0% | 0.86 | 1.01 | 1.16 | 0.99 | 98% |
| 2024 NPA / Total Assets (%) | 10.0% | 0.86 | 0.75 | 0.64 | 0.19 | 115% |
| 2024 Net Charge-offs / Avg Loans (%) | 10.0% | 0.23 | 0.20 | 0.17 | 0.08 | 115% |
Individual performance components (leadership/strategy/succession/financials) supplemented company components; CFO 2023 individual achievement at 200% contributed $28,373 to total $55,245 ; CFO 2024 individual achievement at 167.2% contributed $41,508 to total $131,921 .
Long-Term Incentive Plan (LTIP) — Restricted Stock
- LTIP awards are equity-based restricted stock; 2023 awards have four-year cliff vesting; 2024 policy references RSUs with five-year cliff vesting; awards are subject to clawback provisions .
LTIP Target vs Actual Awards:
| Year | LTIP Target ($) | LTIP Actual ($) | % of Target |
|---|---|---|---|
| 2022 (earned, granted 1/25/23) | $57,319 | $114,639 | 200% |
| 2023 | $63,051 | $16,469 | 26.1% |
LTIP Metrics and Results:
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| 2023 Operating ROATCE (%) | 50% | 12.89 | 13.19 | 16.04 | 10.29 | 0% |
| 2023 Operating EPS ($) | 50% | 2.00 | 2.67 | 3.20 | 2.03 | 52% |
| 2024 ROATCE Percentile vs Peers | 20% | 30th | 40th | 50th | 15th | — |
| 2024 Tangible Book Value Growth (%) | 40% | 9.31 | 10.95 | 12.59 | 10.07 | 92% |
| 2024 Operating EPS ($) | 40% | 1.79 | 2.11 | 2.42 | 2.07 | 98% |
Grants/Outstanding:
- 2023 grant: 4,321 restricted shares to CFO on 01/25/23; grant-date fair value $114,636 .
- Outstanding unvested restricted stock as of 12/31/2023 (CFO): 2,500 vest 01/01/2024; 2,500 vest 01/01/2025; 2,500 vest 01/01/2026; 4,321 vest 01/24/2027 .
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | Ownership % of Outstanding | Pledged/Hedging |
|---|---|---|---|
| Mar 28, 2023 | 16,055 | <1% | No pledging disclosed for CFO; CEO pledged 15,750 shares (context) |
| Mar 26, 2024 | 16,025 | <1% | No pledging disclosed for CFO; CEO pledged 15,750 shares (context) |
| Mar 25, 2025 | 21,631 | <1% | No pledging disclosed for CFO |
- Vested vs unvested: As of 12/31/2023, CFO held multiple unvested RSAs totaling 11,821 shares with specified vest dates through 2027 (see above) .
- Options: No stock options reported for CFO; program utilizes restricted stock/RSUs; historical SARs referenced for prior CFO C. Bryan Johnson, not for Gorczynski .
Employment Terms
- Employment agreement dated March 9, 2020; initial 2-year term, auto-renews for successive 1-year terms unless non-renewal notice 60 days prior to term end .
- Compensation under agreement: base salary (initial $257,500, subject to annual review); annual cash bonus based on Board-established metrics; retirement/health/welfare benefits; automobile allowance $750/month .
- Severance (no cause/good reason): 1× base salary, payable over 12 months, plus COBRA premiums for 12 months; requires separation agreement/release and compliance with restrictive covenants .
- Change-of-control severance (double trigger within 18 months): 2× the sum of base salary and the average of the two most recent annual cash bonuses, payable in a lump sum, plus COBRA premiums for 18 months; requires separation agreement/release and covenant compliance .
- Restrictive covenants: Non-compete and non-solicitation of customers/associates for one year post-termination .
- Clawbacks: CIP/LTIP payouts subject to clawback provisions; Committee retains discretion regarding extraordinary events .
Summary of Potential Termination Benefits (illustrative, per proxy measurement dates):
| Scenario | 12/31/2022 | 12/31/2024 |
|---|---|---|
| Salary (Termination w/o Cause or Good Reason) | $286,597 | $331,020 |
| Salary (Change-in-Control Termination) | $573,194 | $662,040 |
| Bonus (Change-in-Control) | $193,150 | $209,364 |
| Medical Benefits (Termination vs. CIC) | $16,627 / $24,940 | $14,647 / $21,971 |
| Equity Awards (all scenarios as shown) | $206,250 | $309,738 |
| BOLI Death Benefit | $400,000 | $400,000 |
| Total (Termination w/o Cause/Good Reason) | $421,244 | $548,864 |
| Total (Change-in-Control Termination) | $997,534 | $1,203,113 |
Performance & Track Record
| Year | TSR Index (Company) | TSR Index (Peer) | Net Income ($000) | Selected Measure – Operating Net Income ($000) |
|---|---|---|---|---|
| 2020 | 77.69 | 84.99 | 24,332 | 27,355 |
| 2021 | 118.35 | 121.05 | 34,790 | 37,502 |
| 2022 | 120.22 | 114.38 | 43,022 | 43,332 |
| 2023 | 108.57 | 114.99 | 28,593 | 34,405 |
Contextual operational highlights (2023): net loans/leases to $3.4B; deposits to $4.3B; adoption of CECL increasing ACL by $8.7M; securities repositioning with $5.0M loss; listing transfer to NYSE .
Compensation Committee, Peer Group & Shareholder Feedback
- Committee members: David A. Ogle (Chair), Victor L. Barrett, Geoffrey A. Wolpert; CD&A included per Committee recommendation .
- 2024 peer group (assets $3–10B, median $4.8B): includes BancPlus, Origin Bancorp, Capital City Bank Group, Community Trust Bancorp, Stock Yards Bancorp, The First Bancshares, etc. .
- Say-on-pay: ~98% approval in 2024; Committee maintained program direction accordingly .
Equity Ownership & Alignment Details
| Unvested Restricted Stock (as of 12/31/2023) | Shares | Vest Date |
|---|---|---|
| RSA tranche 1 | 2,500 | 01/01/2024 |
| RSA tranche 2 | 2,500 | 01/01/2025 |
| RSA tranche 3 | 2,500 | 01/01/2026 |
| RSA grant (1/25/2023) | 4,321 | 01/24/2027 |
- Ownership guidelines: Not disclosed; compliance status not disclosed in available proxies.
- Hedging/pledging: No hedging/pledging disclosed for CFO; CEO share pledge noted (company-level red flag, but not attributable to CFO) .
Investment Implications
- Pay-for-performance alignment: 2024 CIP paid 132.8% of target on improved core metrics (ROAA, credit quality), while 2023 CIP/LTIP were constrained by lower operating profitability; LTIP metrics (peer ROATCE percentile, TBV, operating EPS) reinforce long-term value creation focus with cliff vesting that encourages retention .
- Retention risk and deal incentives: The double-trigger change-in-control economics (2× salary + average prior bonuses, 18 months COBRA) and cliff vesting schedules create incentives to remain through a transaction and vesting milestones; the base severance (1× salary) is moderate, suggesting manageable retention risk outside CIC .
- Insider selling pressure: Upcoming vest dates through 2027 could create periodic supply; no options (and no pledging by CFO) reduces forced-selling risk versus option-heavy profiles; monitor Form 4s around vesting and year-end bonus grant cycles .
- Ownership alignment: Absolute holdings are small (<1%), typical for regional bank CFOs; alignment primarily through unvested equity and incentive structure rather than outright stake; no pledging by CFO is a positive governance signal .
- Program stability: High shareholder support (~98%) and established peer benchmarking suggest limited near-term comp design volatility; watch for the 2025 shift to five-year RSU cliff vesting language, which increases retention duration and potentially extends selling windows post-vesting .