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FB Financial Corp

For the period ended Dec 31, 2024. Filed Apr 7, 2025.

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About this filing

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

Use the contents to explore the available documents and sections.

FBK$54.17-0.2%Stored close · as of Nov 6, 2026
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Contents

Pay Versus Performance

Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (or “CAP”) to the Company’s principal executive officer (“PEO”) and non-PEO named executive officers (the “Non-PEO NEOs”) and certain aspects of the financial performance of the Company. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our Compensation Discussion & Analysis. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2024, 2023, 2022, 2021 and 2020 fiscal years. Note that for our NEOs other than our Chief Executive Officer, compensation is reported as an average.

Value of Initial Fixed $100 Investment Based on:
YearSummary compensation on Table Total for PEO ($) (1)Compensation Actually Paid to PEO ($) (2)Average Summary Compensation on Table Total for Non-PEO Named Executive Officers ($) (3)Average Compensation on Actually Paid to Non-PEO Named Executive Officers ($) (4)Total Shareholder Return (5)Peer Group Total Shareholder Return (6)Net Income ($) (7)Adjusted EPS (non-GAAP) ($) (8)
20243,946,9125,625,0521,289,3471,696,537137145116,035,0003.40
20232,960,0863,449,555892,122999,961106105120,224,0003.01
20222,040,0821,195,017698,529537,8689594124,555,0002.92
20212,682,8823,315,3071,035,2411,347,718113117190,285,0003.76
20202,635,2962,291,4233,048,5042,731,812898663,621,0003.70

(1) The amounts reported in this column reflect the total compensation reported for Mr. Holmes (our President and CEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to Compensation of Executive Officers - Summary Compensation Table.

(2) The amounts reported in this column represent the amount of Compensation Actually Paid to Mr. Holmes, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Holmes during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Holmes' Total compensation for each year to determine the Compensation Actually Paid:

YearReported SummaryCompensationTable Total for PEO($)Reported Value ofEquity Awards($) (a)AggregateEquity AwardAdjustments($) (b)Reported Change inthe Actuarial PresentValue of PensionBenefits($)AggregatePension BenefitAdjustments($)CompensationActually Paidto PEO
20243,946,912(1,500,006)3,178,146——5,625,052
20232,960,086(1,830,028)2,319,497——3,449,555
20222,040,082(1,250,008)404,943——1,195,017
20212,682,882(1,250,078)1,882,503——3,315,307
20202,635,296(969,993)626,120——2,291,423

(a) The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.

(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. Reported fair values and changes in fair values of equity awards are calculated in accordance with FASB ASC Topic 718 under U.S. GAAP and incorporates probable vesting outcome for PSUs based upon the Company's performance to date and projections as measured under the LTIP for each respective period. Refer to additional discussion under subheading "Compensation Discussion and Analysis - 2024 Long Term Equity Incentive Grants".The amounts deducted or added in calculating the equity award adjustments are as follows:

YearYear End FairValue of EquityAwards($)Year Over YearChange in FairValue ofOutstanding andUnvested EquityAwards($)Fair Value as ofVesting Date ofEquity AwardsGranted andVested in theYear($)Year Over YearChange in FairValue of EquityAwards Grantedin Prior Yearsthat Vested in theYear($)Fair Value at theEnd of the PriorYear of EquityAwards thatFailed to MeetVestingConditions in theYear($)Value of Dividends orother Earnings Paidon Stock or OptionAwards notOtherwise Reflectedin Fair Value or TotalCompensation($)AggregateEquity AwardAdjustments($)
20242,159,4351,117,317—(98,607)——3,178,146
20231,820,370504,004—(4,877)——2,319,497
2022613,379(203,874)—(4,563)——404,943
20211,153,899550,600—178,003——1,882,503
2020930,347(100,033)—(204,194)——626,120

(3) The amounts in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Holmes, who has served as our President and CEO since 2013) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Holmes) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Michael M. Mettee, Travis K. Edmondson, R. Wade Peery and Mark E. Hickman; (ii) for 2023, Michael M. Mettee, R. Wade Peery, Travis K. Edmondson and Mark E. Hickman (iii) for 2022, Michael M. Mettee, Travis K. Edmondson, Aimee T. Hamilton, and R. Wade Peery; (iv) for 2021, Michael M. Mettee, J. Gregory Bowers, Travis K. Edmondson, and Wilburn J. Evans; and (v) for 2020, Michael M. Mettee and Wilburn J. Evans. Note that the average equity calculations for fiscal year 2022 is incorporating a pro- rata equity grant for Ms. Hamilton awarded under the LTIP related to the Company's performance in 2021 based on her November 2021 start date with the Company.

(4) The amounts in this column represent the average amount of Compensation Actually Paid to the NEOs as a group (excluding Mr. Holmes), as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Holmes) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Holmes) for each year to determine the average Compensation Actually Paid, using the same methodology described above in Footnote 2:

YearAverage ReportedSummaryCompensation TableTotal for Non-PEONEOs($)Average Reported Value ofEquity Awards($)AverageEquity AwardAdjustments($) (a)Average Reported Change inthe Actuarial PresentValue of PensionBenefits($)Average Pension BenefitAdjustments($)AverageCompensationActually Paid toNon-PEO NEOs
20241,289,347(365,790)772,980——1,696,537
2023892,122(405,658)513,497——999,961
2022698,529(213,656)52,995——537,868
20211,035,241(320,037)632,514——1,347,718
20203,048,504(187,521)(129,171)——2,731,812

(a) The amounts deducted or added in calculating the average equity award adjustments are as follows:

YearAverage YearEnd Fair Valueof EquityAwards($)Year Over YearAverage Changein Fair Value ofOutstanding andUnvested EquityAwards($)Average FairValue as ofVesting Date ofEquity AwardsGranted andVested in theYear($)Year Over YearAverage Changein Fair Value ofEquity AwardsGranted in PriorYears that Vestedin the Year($)Average FairValue at the Endof the Prior Yearof Equity Awardsthat Failed toMeet VestingConditions in theYear($)Average Value ofDividends or otherEarnings Paid onStock or OptionAwards notOtherwise Reflectedin Fair Value or TotalCompensation($)Total AverageEquity AwardAdjustments($)
2024526,598257,364—(10,982)——772,980
2023453,27262,424—(2,198)——513,497
2022123,085(71,563)—1,473——52,995
2021311,884103,162—217,467——632,514
2020210,047(314,867)—(24,351)——(129,171)

(5)Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. “Measurement period” is defined as: for 2020, the one-year period from market close December 31, 2019 through December 31, 2020; for 2021, the two-year period from market close on December 31, 2019 through December 31, 2021; for 2022, the three-year period from market close December 31, 2019 through December 31, 2022; for 2023 the four-year period from market close December 31, 2019 through December 31, 2023; and for 2024 the five-year period from market close December 31, 2019 through December 31, 2024.

(6)TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the S&P 500 Banks Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K.

(7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

(8)For each applicable year, Adjusted EPS (non-GAAP) is defined as that year's adjusted net income available to common shareholders divided by weighted average common shares outstanding on a fully diluted basis. This metric is used by the Compensation committee as the primary performance metric within the STIP. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company's compensation programs, the Company has determined that Adjusted EPS is the financial performance measure that, in the Company's assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link CAP to the Company's NEOs, for the most recently completed fiscal year, to Company performance. For non-GAAP reconciliation information, see Appendix B.

Financial Performance Measures

The metrics the Company uses for both annual cash incentive under the STIP and long-term incentive under the LTIP are selected based on the objective of creating a strong tie between NEO and shareholder financial interests through sustaining positive performance over a multi-year period. The most important financial performance measures used by the Company to link CAP to NEOs for 2024 to the Company's performance are as follows:

Adjusted net income applicable to FB Financial Corporation (non-GAAP)

Adjusted EPS (non-GAAP)

Core ROATCE - LTIP (non-GAAP)

Adjusted TBV

Description of the Relationship between Pay and Performance

The following graphs provide visual representations of the relationship between both the CAP of our PEO and Non-PEO NEOs and our (i) TSR, (ii) net income, and (iii) company-selected metric, Adjusted EPS. An additional graph depicts the relationship between the Company's TSR and a peer group TSR. CAP is influenced by numerous factors, including, but not limited to, the timing of new equity grants and outstanding award vesting, share price volatility during the fiscal year, mix of performance metrics, and other factors.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.