FB Financial Corp
For the period ended Dec 31, 2024. Filed Apr 7, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Apr 7, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ý | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under § 240.14a-12
FB FINANCIAL CORPORATION
(Name of Registrant as Specified its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
April 11, 2025
Dear Shareholder,
We would like to extend a personal invitation for you to join us at the 2025 annual meeting of shareholders which will be held on May 22, 2025, at 1:00 p.m. Central Time at the company's headquarters at 1221 Broadway, Suite 1300, Nashville, Tennessee 37203.
We have elected to provide access to our proxy materials by internet in accordance with the Securities and Exchange Commission's "notice and access" rules. Accordingly, on or about April 11, 2025 we will mail to our shareholders a notice of internet availability of proxy materials. On the date of the mailing of the notice of internet availability of proxy materials, all shareholders of record and beneficial owners will have the ability to access all of our proxy materials at the website address set forth in the notice of internet availability of proxy materials and in the accompanying proxy statement. These proxy materials will be available free of charge. We are constantly focused on improving the ways our shareholders can access information about FB Financial Corporation and believe that providing our proxy materials by internet increases the ability of our shareholders to access the information they need while simultaneously reducing the cost and materials of our annual meeting.
To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting in person. For instructions on voting, please refer to the instructions on the notice of internet availability of proxy materials that you received in the mail or, if you received a hard copy of the proxy statement, on the accompanying proxy card. You can request to receive proxy materials by mail or email. You may vote by mail or via the internet. You will find our proxy statement, 2024 annual report to shareholders, and other important information at our website: https://investors.firstbankonline.com.
Your vote is important. We hope that you will be able to attend the 2025 annual meeting of shareholders. We look forward to seeing you.
| Christopher T. Holmes | William F. Carpenter III |
|---|---|
| President and Chief Executive Officer | Chair of the Board |
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
You are hereby invited to attend the 2025 annual meeting of shareholders of FB Financial Corporation.
| WHEN | May 22, 2025 at 1:00 p.m. Central Time. |
|---|---|
| WHERE | The annual meeting will be held at 1221 Broadway, Suite 1300, Nashville, Tennessee 37203 |
| RECORD DATE | Shareholders of record as of the close of business on March 28, 2025 will be entitled to notice of and to vote at the 2025 annual meeting of shareholders. |
| ITEMS OF BUSINESS | 1.Election of 12 directors to serve until the 2026 annual meeting of shareholders and until their successors have been duly elected and qualified; 2.To conduct a non-binding, advisory vote on the compensation of our named executive officers; 3.Approval of amendments to the Company’s amended and restated charter to eliminate supermajority voting standards; 4.Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and5.Such other business as may properly come before the meeting or any adjournment or postponement thereof. |
| PROXY MATERIALS | Our proxy materials, which include the accompanying proxy statement, proxy card, and 2024 annual report to shareholders are first being sent or made available to shareholders on or about April 11, 2025. You may access the proxy materials electronically under the "Stock and Filings" link on the Investor Relations page of our website at https://investors.firstbankonline.com/ or by visiting the website included on the notice of internet availability or proxy card. |
By Order of the Board of Directors,
Beth W. SimsGeneral Counsel and Corporate Secretary
April 11, 20251221 Broadway, Suite 1300Nashville, Tennessee 37203
Important Notice regarding the Internet availability of Proxy Materials for the Shareholder Meeting to be Held on May 22, 2025. This proxy statement, the proxy card, and 2024 annual report to shareholders are available under the "Stock and Filings" link on the Investor Relations page of our website at: https://investors.firstbankonline.com or by visiting the website included on the notice of internet availability or proxy card.
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Table of Contents
| Proxy Statement and Annual Meeting Summary | 1 |
|---|---|
| Questions and Answers | 2 |
| Proposal 1 — Election of Directors | 6 |
| Director Nominees | 6 |
| Board Diversity, Tenure, Skills, and Qualifications | 14 |
| Corporate Governance | 15 |
| Overview | 15 |
| Board Composition | 15 |
| Board Leadership Structure and Executive Sessions | 15 |
| Shareholder's Agreement and Board Designation Rights | 15 |
| Director Independence | 16 |
| Director Refreshment | 16 |
| Board's Role in Risk Management and Oversight | 16 |
| Cyber Security | 17 |
| Pledging and Hedging | 17 |
| Meetings of the Board and Committees | 18 |
| Standing Committees of the Board | 18 |
| Director Nomination Process | 20 |
| Shareholder Nominations to the Board | 20 |
| Code of Business Conduct and Ethics | 21 |
| Corporate Governance Guidelines | 21 |
| Communications with the Board | 21 |
| Independent Compensation Consultant | 22 |
| Certain Relationships and Related Transactions | 22 |
| Loans to Officers, Directors and Affiliates | 22 |
| Related Person Transaction Policy | 22 |
| Stock Ownership Matters | 23 |
| Delinquent Section 16(a) Reports | 23 |
| Security Ownership of Management and Certain Beneficial Owners | 23 |
| Executive Officers | 25 |
| Compensation Discussion and Analysis | 26 |
|---|---|
| Compensation Best Practices | 27 |
| Compensation Philosophy and Objectives | 27 |
| Compensation Decision-Making | 28 |
| Market Competitiveness | 29 |
| Elements and Mix of Compensation | 30 |
| Policies, Guidelines and Other Practices | 37 |
| Compensation Committee Interlocks and Insider Participation | 39 |
| Compensation Committee Report | 39 |
| Executive Compensation Tables | 40 |
| Summary Compensation Table | 40 |
| Grants of Plan-Based Awards Table | 41 |
| Outstanding Equity Awards at Fiscal Year End | 42 |
| Stock Vested | 42 |
| Employment Agreements and Potential Post-Employment Payments | 43 |
| CEO Pay Ratio | 47 |
| Pay Versus Performance | 48 |
| Equity Compensation Plan Information | 53 |
| Director Compensation | 54 |
| Proposal 2 — Non-Binding, Advisory Vote Regarding the Compensation of the Named Executive Officers | 55 |
| Proposal 3 — Approval of Amendments to the Company's Charter to Eliminate Supermajority Voting Requirements | 56 |
| Proposal 4 — Ratification of the Appointment of Our Independent Registered Public Accounting Firm | 58 |
| Audit Committee Report | 59 |
| Submission of Shareholder Proposals | 60 |
| Additional Information | 61 |
| Other Matters | 61 |
| Appendix A — Second Amended and Restated Charter | A-1 |
| Appendix B — GAAP to non-GAAP Reconciliations | A-4 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.