Wesley M. (“Miller”) Welborn
About Wesley M. (“Miller”) Welborn
Wesley M. (“Miller”) Welborn, age 66, has served as a director of SmartFinancial, Inc. (SMBK) since 2009 and is Chairman of the Board of SmartFinancial and SmartBank. His background spans more than two decades leading transportation and logistics businesses (President of Welborn & Associates; former President/CEO of Boyd Bros. Transportation) and venture investing (co‑founding partner at Lamp Post Group). He also sits on the board of Covenant Logistics Group, Inc. (NASDAQ: CVLG) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Welborn & Associates, Inc. | President | ~2000–present | Transportation/logistics consulting leadership |
| Boyd Bros. Transportation, Inc. | President & CEO | Prior to 2010s | Led operations of publicly traded trucking company |
| Lamp Post Group, Inc. | Co‑founding Partner | 2010–2015 | Venture capital incubator; strategic capital development |
| Cornerstone Bancshares, Inc. | Chairman | 2009–2015 | Served on ALCO, Loan, Governance, Nominating, Audit, Compensation Committees |
| Transport Capital Partners, LLC | Managing Partner | 2001–2014 | Transportation advisory; co‑founder |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covenant Logistics Group, Inc. (CVLG) | Director; Lead Independent Director; Compensation Chair; Audit Member | Director since 2017 | Lead oversight; chairs Compensation; member Audit; multiple years of service |
Board Governance
- Independence status at SMBK: The Board has determined Welborn is not independent under Nasdaq rules (group of non‑independent directors includes CEO Billy Carroll Jr., Vice Chair Billy Carroll Sr., and Welborn). Standing committees (Audit, Nominating, Corporate Governance, Compensation) are limited to independent directors, implying Welborn does not serve on them .
- Years of service: Director since 2009; Chairman of the Board since at least 2015 .
- Shareholder support signals: Elected/re‑elected with substantial support at annual meetings (e.g., 2024 votes for 10,612,613; withheld 673,908; broker non‑votes 2,538,352) and prior years (2023 votes for 9,970,894; withheld 511,167; 2021 votes for 8,908,955; withheld 286,632) .
- Engagement: Welborn regularly participates in investor communications, including moderating/concluding SMBK earnings calls (Q2 2024) .
Fixed Compensation
Note: As SMBK Chairman/NEO, Welborn does not receive director fees (excluded from director compensation tables for 2020, 2023, 2024) .
| Metric | FY 2018 | FY 2020 | FY 2021 |
|---|---|---|---|
| Base Salary ($) | 248,978 | 303,596 | 300,795 |
| Bonus ($) | 75,000 | 112,815 | 120,000 |
| Stock Awards ($) | — (2018 line shows none in table; stock awards in prior year) | 66,836 | 118,888 |
Performance Compensation
Annual Cash Incentive Plan (CIP) outcomes and Long‑Term Incentive Plan (LTIP) awards for Welborn:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| CIP Target ($) | 92,700 | 100,116 | 103,119 |
| CIP Actual ($) | 166,165 | 58,481 | 136,987 |
| CIP Payout vs Target (%) | 179.3% | 58.4% | 132.8% |
| LTIP Target ($) | FY 2023 | FY 2024 |
|---|---|---|
| Award Target (as % of base salary) | 20% target; 10% threshold; 40% max | 20% target; 10% threshold; 40% max |
| LTIP Target ($ calc per proxy) | 66,744 | — (target % disclosed; dollar calc not itemized) |
| LTIP Actual ($) | 17,433 (26.1% of target) | — (2024 corporate metrics and payout factors disclosed; individual LTIP dollars not itemized) |
2024 LTIP performance metrics (company‑level) and results:
- Operating ROATCE percentile vs peers: 15th percentile (below threshold; no payout for this component)
- Tangible Book Value Growth: 10.07% vs target 10.95% (92% payout factor)
- Operating EPS: $2.07 vs target $2.11 (98% payout factor)
- Clawbacks: LTIP issuances are subject to clawback provisions; plan permits adjustments for extraordinary events .
2023 LTIP performance metrics:
- Operating ROATCE: 10.29% (below threshold; no payout for that component)
- Operating EPS growth: $2.03 vs targets; resulted in 52% payout factor for that component
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock Notes |
|---|---|---|---|
| Covenant Logistics Group, Inc. (CVLG) | Director; Lead Independent Director | Compensation Chair; Audit Member | External logistics board role; no SMBK related‑party transactions disclosed with CVLG in available filings |
Expertise & Qualifications
- Deep operating experience in trucking/transportation and logistics; prior CEO of publicly traded trucking company and current principal in consulting firm .
- Public company governance and executive compensation expertise (chairs CVLG Compensation Committee; prior compensation committee service at Cornerstone Bancshares) .
- Venture investing and strategic capital experience (Lamp Post Group co‑founder) .
Equity Ownership
- Historical holdings (pre‑merger Cornerstone/SmartFinancial, 2015): Welborn beneficially owned common and preferred shares and options (e.g., 18,900 common; 28,650 options exercisable within 60 days; and 20,000 Series A preferred convertible), per S‑4/S‑4/A tables and footnotes .
- Current SMBK beneficial ownership details were not provided in the excerpts of recent proxies; director compensation sections confirm he is treated as an NEO and excluded from non‑employee director fee tables .
- Anti‑hedging: SMBK policy prohibits directors from hedging or speculative transactions in Company securities .
Governance Assessment
- Committee assignments, chair roles, and expertise: As SMBK Chairman and non‑independent director, Welborn does not sit on Board standing committees (committees limited to independent directors), but externally he serves as Lead Independent Director and Compensation Chair at CVLG, underscoring governance and pay oversight expertise .
- Independence status and engagement: Not independent at SMBK; consistent shareholder re‑elections and active presence in investor calls support engagement, though non‑independence warrants scrutiny around Board checks and balances .
- Director compensation and ownership alignment: As an NEO, his pay is structured with a mix of salary, bonus, restricted stock, and performance‑based incentives (CIP/LTIP tied to ROATCE percentile, TBV growth, and operating EPS), with clawbacks—aligning compensation with performance outcomes .
- Potential conflicts or related‑party exposure: No specific related‑party transactions involving Welborn were identified in the cited filings; however, dual role as Chairman and non‑independent director is a governance risk indicator that investors often monitor closely .
- RED FLAGS:
- Non‑independent Chair status reduces Board independence on key matters (committees restricted to independent directors) .
- LTIP 2024 included relative ROATCE percentile metric that paid 0% given weak peer percentile; investors should monitor future metric calibration and payouts for rigor .