Victor L. Barrett

About Victor L. Barrett

Independent director of SmartFinancial, Inc. (SMBK); age 72; director since 2007. Co‑founder and partner of The Track Recreation Center (family entertainment centers in Pigeon Forge, TN; Destin, FL; Gulf Shores, AL). Prior to 1984, worked in accounting and finance roles for oil‑related companies in Houston; licensed CPA (inactive). Current civic role includes Gatlinburg Airport Authority Board; prior board service at Tennessee Museum of Aviation and City of Pigeon Forge Industrial Development Board .

Past Roles

External Roles

Board Governance

• Independence: Board determined Barrett is independent (only W.Y. Carroll Jr., W.Y. Carroll Sr., and Welborn are not independent) .
• Committee assignments (2024 activity shown; current as of proxy filing date):
  • Audit Committee: Chair; 8 meetings in 2024 .
  • Nominating Committee: Member; 2 meetings in 2024 .
  • Human Resources & Compensation Committee: Member; 4 meetings in 2024 .
  • Corporate Governance Committee: Not listed for Barrett .
  • Strategic Oversight Committee: Not listed for Barrett .
• Board and committee attendance: Board held 10 meetings in 2024 (including a two‑day strategy retreat); aggregate director attendance exceeded 93% .
• Annual election outcomes:
  • 2025: Barrett received 10,694,014 votes for, 436,420 withheld; meeting quorum 80.34% .
  • 2024: Barrett received 9,053,847 votes for, 2,232,674 withheld; meeting quorum 81.05% .
• Audit oversight: As Audit Chair, Barrett signed the report recommending inclusion of audited financials; oversight of independent auditor Forvis Mazars, LLP; independence and AS1301 discussions documented .

Fixed Compensation

2025 director compensation program approved in January 2025 (market‑median philosophy):

• Board annual cash retainer: $32,000 .
• Annual restricted stock grant value: ~$32,000 .
• Lead Independent Director retainer: $10,000 .
• Committee retainers:
  • Audit: Member $4,000; Chair +$8,000 .
  • Nominating: Member $3,000; Chair +$3,000 .
  • Corporate Governance: Member $4,000; Chair +$4,000 .
  • Human Resources & Compensation: Member $4,000; Chair +$5,000 .
  • Strategic Oversight: Member $4,000; Chair +$4,000 .
• SmartBank Board committees (if applicable): Director Loan Committee $12,000; Asset Liability Committee $4,000 .

Performance Compensation

• For non‑employee directors, equity is time‑based restricted stock; no performance metrics disclosed. 1,376 shares of restricted stock were granted to each independent director on January 31, 2024 and vested on January 1, 2025 .
• Plan features affecting director awards:
  • Change‑in‑control accelerates time‑based vesting; performance awards deemed earned at target (if applicable) .
  • Clawback applies to plan awards; hedging prohibited for directors and executive officers .
  • Non‑employee director annual compensation cap: $500,000; $700,000 if non‑employee Chair or Lead Director .

Other Directorships & Interlocks

• Public company boards: None disclosed .
• Compensation Committee interlocks: None; committee members (including Barrett) were independent and no transactions requiring disclosure beyond Ogle‑related leases .

Expertise & Qualifications

• Financial expertise: Licensed CPA (inactive); extensive accounting/finance background; Audit Committee Chair role indicates financial oversight competency .
• Operating experience: Co‑founder/operator of multi‑location entertainment centers; management and leadership skills .
• Regional knowledge: Deep East Tennessee business community ties; beneficial for regional bank strategy .
• Civic/airport authority governance experience .

Equity Ownership

Policy signals:

• Hedging prohibition for directors and executives; trades require CFO pre‑approval and avoid blackout periods .
• Stock ownership guidelines exist for Board and senior executives, but specific director multiples not disclosed; compliance status not disclosed .

Governance Assessment

• Strengths:

  • Long tenure (since 2007) with consistent independence; chairs Audit with documented engagement on auditor independence and GAAP compliance .
  • Balanced director pay structure: modest cash retainer, time‑based RS, capped compensation; clear committee retainers that align with workload .
  • Robust policies: hedging prohibition, clawback on awards, independent compensation consultant for pay benchmarking, annual board/committee evaluations .

• Investor signals:

  • 2025 election support strong (10.69M for; 0.44M withheld), but 2024 showed elevated withholds for Barrett (2.23M), suggesting prior shareholder scrutiny; improvement in 2025 indicates stabilization of investor confidence .
  • Say‑on‑pay approvals remained high: 2024 11.07M for; 2025 10.94M for; supports compensation governance continuity .

• Conflicts and related‑party exposure:

  • No Barrett‑specific related‑party transactions disclosed; ordinary‑course director/officer banking relationships are on market terms; disclosed leases involve Ogle family entities, not Barrett .
  • No pledging by Barrett disclosed; company prohibits hedging by directors .

• Risk indicators:

  • None disclosed regarding legal proceedings or SEC investigations for directors within last 10 years; board independence reviewed annually .
  • Equity plan includes change‑in‑control vesting; monitor dilution/overhang metrics; three‑year average burn rate 0.38% indicates conservative usage .

Say‑on‑Pay & Shareholder Feedback

The company engages regularly with shareholders and uses an independent consultant (BCG) for compensation benchmarking; “best practices” include ownership guidelines, independent committee oversight, and no tax gross‑ups in employment/CIC arrangements .

Director Election Votes

Related‑Party Transactions Summary

• Director/officer/family loans and banking services: approximately $30.0 million aggregate principal outstanding at 12/31/2024; on substantially the same terms as for non‑related parties; compliant with Federal Reserve Sections 23A/23B .
• Leases with entities owned by Ogle’s sons (not Barrett): Dolly Parton Parkway and Alcoa branches; triple‑net; 2024 rent payments $87,000 and $78,000, respectively; remaining base rent obligations disclosed; Corporate Governance Committee approves related‑party transactions .

Compensation Structure Notes

• 2025 program emphasizes fixed retainers and time‑based equity to minimize short‑term conflict incentives; director compensation targeted at market median .
• Plan governance: no repricing of options/SARs without shareholder approval; director annual award caps; 10‑year plan term (ends May 22, 2035) .

Final Takeaways

• Barrett’s governance profile is characterized by independence, long‑standing audit leadership, and modest, well‑structured director pay—supportive of investor confidence. Monitor ongoing shareholder support levels (notably improved in 2025 vs. 2024) and maintain vigilance on any future related‑party exposures, though none are currently disclosed for Barrett .