Steven B. Tucker
About Steven B. Tucker
Independent director of SmartFinancial, Inc. (SMBK); age 72; director since 2017. Former President and CFO of Barnett Transportation, with 20+ years at Arthur Andersen as a CPA; prior Chairman of Capstone Bancshares, Inc. and Capstone Bank prior to SMBK’s 2017 acquisition . Current biography emphasizes Alabama market knowledge, leadership experience, and civic roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barnett Transportation | President; previously CFO | Not disclosed | Industry operator; finance oversight |
| Arthur Andersen | Certified Public Accountant | 20+ years | Public accounting expertise |
| Capstone Bancshares, Inc. | Chairman of the Board | To 2017 (acquired by SMBK) | Led board; acquisition integration relevance |
| Capstone Bank | Chairman of the Board | To 2017 (acquired by SMBK) | Led board; banking operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TriCo Resources | Principal | Not disclosed | Trailer leasing business |
| BTI Real Estate | Principal | Not disclosed | Real estate interests |
| Tuscaloosa Children’s Hands-On Museum | Treasurer; President | Not disclosed | Civic involvement |
| Alabama Trucking Association Workers’ Compensation Fund | Board member | Not disclosed | Industry fund oversight |
Board Governance
- Independence: Board determined all directors are independent except W.Y. Carroll Jr., W.Y. Carroll Sr., and Welborn; Tucker is independent under NYSE and SEC rules .
- Committee assignments (2024 activity counts in parentheses): Audit Committee (8 meetings), Nominating Committee (2), Chair of Strategic Oversight Committee (4). Not listed on Corporate Governance (3) or Human Resources & Compensation (4) .
- Board attendance: Board held 10 meetings in 2024 (including a two‑day strategic retreat); aggregate director attendance exceeded 93% across Board and committees .
- Executive sessions: Independent directors meet in executive session following each regularly scheduled Board meeting; presided over by the Lead Independent Director .
Fixed Compensation
| Year | Cash Fees ($) | Equity Grants ($ FV) | Total ($) |
|---|---|---|---|
| 2024 | 51,000 | 32,000 | 83,000 |
- 2025 program components (approved January 2025): Board annual retainer $32,000; annual restricted stock approximately $32,000; Audit member $4,000; Audit Chair additional $8,000; Nominating member $3,000; Nominating Chair additional $3,000; Corporate Governance member $4,000; Corporate Governance Chair additional $4,000; Human Resources & Compensation member $4,000; Chair additional $5,000; Strategic Oversight member $4,000; Strategic Oversight Chair additional $4,000; Lead Independent Director retainer $10,000 .
- Expected 2025 cash retainers given Tucker’s roles: Board ($32,000) + Audit member ($4,000) + Nominating member ($3,000) + Strategic Oversight member ($4,000) + Strategic Oversight Chair ($4,000) = $47,000 (actuals depend on in‑year assignment changes) .
Performance Compensation
| Grant Date | Instrument | Shares | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|
| Jan 31, 2024 | Restricted stock | 1,376 | 32,000 | Vested Jan 1, 2025 |
- No option awards were disclosed for non‑employee directors in 2024; plan prohibits option repricing without stockholder approval and sets exercise price at least fair market value .
- Non‑employee director award limits: aggregate compensation per fiscal year capped at $500,000 ($700,000 for non‑employee Chair or Lead Director), measured by grant‑date FV; time‑based and performance awards accelerate on change‑in‑control, and on death/disability per plan terms .
- Hedging policy: Directors are prohibited from short‑selling and derivative transactions in company securities; trading subject to blackout periods and preclearance . Stock ownership guidelines for Board are in place (multiple not specified in disclosed sections) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Capstone Bancshares, Inc. | Public (prior) | Chairman | Historical relationship; entities acquired by SMBK in 2017 |
| Capstone Bank | Bank | Chairman | Historical relationship; acquisition by SMBK |
| Barnett Transportation | Private | President/CFO | Customer/supplier exposure possible; no specific related transaction disclosed |
Expertise & Qualifications
- CPA; 20+ years public accounting (Arthur Andersen), senior operating roles in transportation; extensive Alabama business community knowledge; military leadership as U.S. Army officer .
- Board brings risk oversight through committees; Strategic Oversight leadership aligns with SMBK’s growth and M&A strategy .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Right to Acquire | % of Outstanding |
|---|---|---|---|
| Mar 30, 2020 | 61,950 | — | * (less than 1%) |
| Mar 25, 2025 | 60,539 | — | * (less than 1%) |
- Shares outstanding at record date: 17,017,547 (including 239,010 unvested restricted shares with voting rights) .
- Pledging: No pledge disclosure for Tucker; pledge disclosed for W.Y. Carroll Jr. (15,750 shares) .
Governance Assessment
- Independence and oversight: Tucker is an independent director, chairs Strategic Oversight, and serves on Audit and Nominating—positions central to risk, strategy, and director pipeline, supporting board effectiveness .
- Engagement: Board/committee activity was robust in 2024 with >93% aggregate attendance; Tucker’s chair role indicates active engagement though individual attendance is not disclosed .
- Pay structure and alignment: Director pay mix for 2024 was approximately 61% cash and 39% equity based on disclosed amounts; annual restricted stock grants and stock ownership guidelines support alignment, with anti‑hedging policy strengthening investor confidence .
- Conflicts/related parties: SMBK, as a bank, extends loans to directors and affiliates under standard terms; aggregate exposure was ~$30.0 million at Dec 31, 2024, subject to Federal Reserve Sections 23A/23B controls and governance approval processes—no Tucker‑specific related‑party transaction disclosed .
- Plan provisions: Single‑trigger acceleration of director equity upon change‑in‑control is a potential shareholder‑unfriendly feature for some governance frameworks; however, overall director compensation is modest and capped by plan limits .
RED FLAGS
- Change‑in‑control acceleration for time‑based equity (single‑trigger) for directors may be viewed as a governance negative by some investors .
- Banking‑industry related‑party lending (aggregate $30.0 million) increases perceived conflict potential, though governed by 23A/23B and committee oversight; no Tucker‑specific loans disclosed .
Positive Signals
- Independent status; strategic committee chair role; anti‑hedging; stock ownership guidelines; use of independent compensation consultant (BCG) for director and executive benchmarking; market‑median director compensation philosophy .