William (“Bill”) Y. Carroll, Sr.
About William (“Bill”) Y. Carroll, Sr.
William (“Bill”) Y. Carroll, Sr. is Vice Chairman of the Board of SmartFinancial, Inc. (SMBK) and SmartBank; age 85; director since 2007. He served as Board Chairman from inception until 2016 and previously as SmartBank’s Director of Business Development (2007–2019); his banking career began in 1963 and includes President/CEO/Chairman roles at Citizens National Bank . The Board has determined he is not independent under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SmartFinancial, Inc. / SmartBank | Vice Chairman; formerly Chairman | Chairman until 2016; Vice Chairman current | Board leadership; oversight; strategic guidance |
| SmartBank | Director of Business Development | 2007–2019 | Business development leadership |
| Citizens National Bank | VP → President → CEO → Chairman | Not disclosed | Led senior management through growth |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Tennessee Bankers Association | Past President and Board member | Past | Recipient of Leader in Banking Excellence Award |
| Federal Home Loan Bank of Cincinnati | Past member | Past | Industry service |
| U.S. Small Business Administration (State Advisory Council) | Member | Past | Industry/government advisory |
| Fort Sanders Medical Center | Past Chairman of the Board | Past | Community leadership |
| University of Tennessee | Former Board of Trustees member | Past | Academic governance |
Board Governance
- Independence: Not independent; Board limits committee membership to independent directors .
- Board leadership: Chairman (Welborn), Vice Chairman (Carroll, Sr.), CEO (Carroll, Jr.), Lead Independent Director (Ogle); executive sessions held after regularly scheduled meetings and presided by the Lead Independent Director .
- Committees: Standing committees are Audit, Nominating, Corporate Governance, Human Resources & Compensation; membership limited to independent directors. Carroll, Sr. is not listed on these committees .
- Meetings/Attendance: In 2024 the Board held 10 meetings (including a two-day strategic retreat); aggregate director attendance was over 93% (three directors attended the 2024 annual meeting) .
Fixed Compensation
Director compensation (SmartFinancial, Inc.), with SmartBank amounts where disclosed:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $281,858 | $251,786 |
| Stock Awards ($) | $0 | $0 |
| Total ($) | $281,858 | $251,786 |
| Included SmartBank Business Development Compensation ($) | $241,858 | $211,786 |
2025 Board program (independent directors): Annual cash retainer $32,000; annual restricted stock grant ≈$32,000; lead independent director retainer $10,000; Audit Committee 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 Director Loan Committee $12,000; Asset Liability Committee $4,000 . Non‑employee director compensation is capped at $500,000 per year ($700,000 for non‑employee chair or lead director) under the Omnibus Incentive Plan .
Performance Compensation
- Director equity grants: Each independent director was granted 1,376 restricted shares on January 31, 2024 (vested January 1, 2025). Carroll, Sr. did not receive a 2024 stock award in the director compensation table (non‑independent) .
- Plan features (Omnibus Incentive Plan): Change-in-control and death/disability provisions accelerate vesting; prohibition on option repricing without shareholder approval; share reserve of 1,690,000; limits for non‑employee director awards as above .
Other Directorships & Interlocks
- Current public company directorships: None disclosed outside SMBK/SmartBank .
- Interlocks/relationships: Family relationship—CEO William (“Billy”) Y. Carroll, Jr. is the son of William (“Bill”) Y. Carroll, Sr.; both serve on the SMBK/SmartBank boards . Board committees are comprised of independent directors, and Carroll, Sr. is non‑independent .
- Related party banking: SmartBank engages in ordinary‑course loans and banking transactions with directors/executives/families; aggregate principal exposure to directors/executives/affiliates ≈$30.0 million as of Dec 31, 2024; transactions subject to Federal Reserve Sections 23A/23B and Corporate Governance Committee approval .
Expertise & Qualifications
- 50+ years in financial services; senior leadership roles at Citizens National Bank; strategic/business development experience; extensive knowledge of East Tennessee business community .
- Recognitions: Leader in Banking Excellence Award (Tennessee Bankers Association) .
Equity Ownership
Security ownership as of March 25, 2025:
| Holder | Shares Beneficially Owned | % of Class | Pledged/Hedged |
|---|---|---|---|
| William (“Bill”) Y. Carroll, Sr. | 31,008 | <1% | No pledging disclosed for Sr.; Jr. has 15,750 shares pledged |
Outstanding shares on record date: 17,017,547 (inclusive of 239,010 unvested restricted shares with voting rights) .
Governance Assessment
- Strengths: Deep banking/leadership experience; formal lead independent director and independent committee structure; regular executive sessions; robust committee charters and risk oversight delineation .
- Concerns/RED FLAGS:
- Non‑independent Vice Chairman with direct family relationship to the CEO (father‑son) elevates potential conflict risk and board independence optics .
- Significant SmartBank “Director of Business Development” cash compensation reported for 2023–2024 ($241,858 and $211,786, respectively) in addition to director fees, despite biography indicating BD role ended in 2019—disclosure inconsistency merits clarification and may signal related‑party influence on compensation .
- Company engages in ordinary‑course lending to directors/executives/families; while governed by 23A/23B and committee approval, the ~$30.0mm aggregate exposure requires ongoing scrutiny for credit terms and risk .
- Alignment: Carroll, Sr. did not receive director stock awards in 2023–2024; ownership of 31,008 shares (<1%) indicates modest personal alignment versus independent directors who receive annual RSUs . Executive sessions and independent committee‑only membership mitigate some risks, but familial ties and non‑independent status are persistent governance considerations .