fbk-20240408

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. )


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FB FINANCIAL CORPORATION

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1221 Broadway, Suite 1300

Nashville, Tennessee 37203

April 11, 2024

Dear Shareholder,

We would like to extend a personal invitation for you to join us at the 2024 annual meeting of shareholders which will be held on May 23, 2024, 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, 2024, 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, 2023 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 2024 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


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

You are hereby invited to attend the 2024 annual meeting of shareholders of FB Financial Corporation.


WHEN						May 23, 2024 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, 2024 will be entitled to notice of and to vote at the 2024 annual meeting of shareholders.

ITEMS OF BUSINESS						1.Election of 12 directors to serve until the 2025 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, 2024; and 5.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 2023 annual report to shareholders are first being sent or made available to shareholders on or about April 11, 2024. 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. Sims General Counsel and Corporate Secretary
April 11, 2024 1221 Broadway, Suite 1300 Nashville, Tennessee 37203

Important Notice regarding the Internet availability of Proxy Materials for the Shareholder Meeting to be Held on May 23, 2024. This proxy statement, the proxy card, and 2023 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.

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
Corporate Responsibility			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			24
Executive Officers			25


Compensation Discussion and Analysis			26
Compensation Best Practices			27
Compensation Philosophy and Objectives			27
Compensation Decision-Making			27
Market Competitiveness			29
Elements and Mix of Compensation			30
Policies, Guidelines and Other Practices			38
Compensation Committee Interlocks and Insider Participation			40
Compensation Committee Report			40
Executive Compensation Tables			41
Summary Compensation Table			41
Grants of Plan-Based Awards Table			42
Outstanding Equity Awards at Fiscal Year End			43
Stock Vested			43
Employment Agreements and Potential Post-Employment Payments			44
CEO Pay Ratio			48
Pay Versus Performance			49
Equity Compensation Plan Information			52
Director Compensation			53
Proposal 2 — Non-Binding, Advisory Vote Regarding the Compensation of the Named Executive Officers			54
Proposal 3 — Approval of Amendments to the Company's Charter to Eliminate Supermajority Voting Requirements			55
Proposal 4 — Ratification of the Appointment of Our Independent Registered Public Accounting Firm			57
Audit Committee Report			58
Submission of Shareholder Proposals			59
Additional Information			60
Other Matters			60
Appendix A — Second Amended and Restated Charter			A-1
Appendix B — GAAP to non-GAAP Reconciliations			A-4

iii

1221 Broadway, Suite 1300

Nashville, Tennessee 37203

(615) 564-1212

Proxy Statement and Annual Meeting Summary

This proxy statement is furnished by FB Financial Corporation, on behalf of its board of directors, for use at the 2024 annual meeting of shareholders, and at any adjournment or postponement of the meeting (the “annual meeting”). In this proxy statement, we sometimes refer to FB Financial Corporation and its subsidiaries, including our wholly owned subsidiary, FirstBank, as “we,” “us,” “our,” “the Company,” and “FB Financial.” This proxy statement and the accompanying proxy card are first being delivered or made available to our shareholders on or about April 11, 2024.

Voting Matters


Proposal	Board Recommendation	Vote Requirement	Page Number
Proposal 1: Election of directors	FOR	Directors are elected by a plurality of the votes cast at the annual meeting.	6
Proposal 2: Non-binding, advisory vote on the compensation of our named executive officers	FOR	The votes cast for exceed the votes cast against.	54
Proposal 3: Approval of amendments to the Company’s amended and restated charter ("charter") to eliminate supermajority voting standard	FOR	The affirmative vote of the holders of 80% of the outstanding shares of common stock then entitled to vote at the annual meeting is required to adopt this proposal pursuant to the charter as currently in effect.	55
Proposal 4: Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024	FOR	The votes cast for exceed the votes cast against.	57

We are not aware of any other matters that will be brought before the shareholders for a vote at the annual meeting. If any other matter is properly brought before the meeting, your completed proxy may, if you have so selected, give your proxies the authority to vote on these other matters in their best judgment.

How to Vote

Review the proxy statement and vote in one of three ways:

Vote Online

Vote by Mail

In Person

Before going to the meeting, visit the website listed on the notice of internet availability or proxy card and follow the instructions provided.

If you request physical copies of the proxy materials, mark, sign, date, and return your proxy card in the enclosed return envelope as soon as possible.

Attend the annual meeting in person and submit a properly executed proxy or ballot.

Internet Availability of Proxy Materials

In an effort to lower the cost of the annual meeting and conserve natural resources, we are furnishing our proxy materials to our shareholders by internet in accordance with the Securities and Exchange Commission's (“SEC”) notice and access” rules rather than mailing printed copies of those materials to each shareholder. Only shareholders of record at the close of business on March 28, 2024 will be entitled to notice of and to vote at the annual meeting.

On or about April 11, 2024, we expect to send our shareholders a notice of internet availability of proxy materials containing instructions regarding how to access our proxy materials, including this proxy statement, a proxy card and our 2023 annual report to shareholders. The notice of internet availability also contains instructions regarding how to give your proxy authorization to vote your shares. This process is designed to expedite shareholders’ receipt of our proxy materials.

If you received a notice of internet availability by mail, you will not receive a printed copy of our proxy materials. If, however, you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting these materials which are included in the notice of internet availability. If you elect to receive a printed copy of our proxy materials, you will continue to receive these materials by mail until you elect otherwise.

Question and Answers


Who is asking for my vote?
Our board of directors is soliciting the enclosed proxy for its use at the annual meeting.

Who is entitled to vote at the annual meeting?
Only shareholders of record at the close of business on March 28, 2024, which is the record date for the annual meeting, are entitled to receive notice of and to vote at the annual meeting.

How many shares must be present to constitute a quorum for the annual meeting?
A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares entitled to vote are represented in person or by proxy at the annual meeting. As of the close of business as of March 1, 2024, there were 46,896,628 shares of our common stock outstanding and entitled to vote. No shares of preferred or other capital stock were outstanding as of such date. If there is no quorum, any officer entitled to preside at or to act as secretary of the annual meeting may adjourn the meeting until a later date.


If my shares are held in “street name” by my broker, will my broker vote my shares for me?
Yes, but only if you give your broker instructions. If your shares are held by your broker (or other nominee), you should receive this document and an instruction card from your broker. Your broker will vote your shares if you provide instructions on how to vote. If you do not tell your broker how to vote, your broker may vote your shares in favor of ratification of the auditor appointment but may not vote your shares on the election of directors, the charter amendment, say-on-pay or say-when-on-pay proposals or any other item of business. However, your broker is not required to vote your shares if you do not provide instructions.

What are broker non-votes?
Under applicable New York Stock Exchange (“NYSE”) rules, brokers are entitled to vote shares held by them for their customers on matters deemed “routine” even though the brokers have not received voting instructions from their customers. The ratification of our independent registered public accounting firm (Proposal 4) currently qualifies as a “routine” matter. Your broker, therefore, may vote your shares in its discretion on that routine matter if you do not instruct your broker how to vote. Your broker is prohibited from voting your shares on a non-routine matter unless you have given voting instructions on that matter to your broker. The election of directors (Proposal 1), the approval of the compensation of our named executive officers (Proposal 2), and the proposed amendments to our charter (Proposal 3) are all considered non-routine matters, so your broker may not vote on these matters in its discretion. If you do not give voting instructions with respect to Proposals 1, 2, or 3, your broker will need to return a proxy card without voting on these non-routine matters, which is referred to as a “broker non-vote” or sometimes referred to as “uninstructed shares.” Although broker non-votes are counted as shares that are present at the annual meeting and entitled to vote for purposes of determining the presence of a quorum, they will not be counted as votes cast.


What am I being asked to vote on, what is the vote requirement, and what is the impact of abstentions, withholding, and broker non-votes?
Proposal	Vote Requirements	Effect of Abstentions (or Withhold votes with respect to Proposal 1)	Broker Non-Votes
Proposal 1: Election of directors	Directors are elected by a plurality of the votes cast at the annual meeting.	Withheld votes will be counted towards a quorum but will not impact the vote result.	This proposal is considered non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.
Proposal 2: Non-binding, advisory vote on the compensation of our named executive officers	The votes cast FOR exceed the votes cast AGAINST.	Abstentions will be counted towards quorum but will not impact the vote result.	This proposal is considered non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.
Proposal 3: Approval of amendments to the Company’s amended and restated charter to eliminate supermajority voting standard	The affirmative vote of the holders of 80% of the outstanding shares of common stock then entitled to vote at the annual meeting is required to adopt this proposal pursuant to the charter as currently in effect.	Abstentions will be counted towards quorum and will have the effect of a vote "AGAINST" the proposed charter amendment.	This proposal is considered non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.
Proposal 4: Ratification of independent registered public accounting firm	The votes cast FOR exceed the votes cast AGAINST.	Abstentions will be counted towards quorum but will not impact the vote result.	This proposal is considered routine, thus if you hold your shares in street name, your broker may vote your shares for you absent any other instructions from you.


How do I vote?
You may vote your shares by following the instructions from your broker if your shares are held in “street name", or by one of the following methods if you hold your shares directly in your name:
▪if you request physical copies of the proxy materials, mark, sign, date, and return your proxy card in the enclosed return envelope as soon as possible;
▪go to the website listed on the notice of internet availability or proxy card, and follow the instructions provided; or
▪attend the annual meeting and submit a properly executed proxy or ballot. If a broker holds your shares in “street name,” you will need to get a legal proxy from your broker to vote in person at the meeting.
Voting on the internet has the same effect as submitting a properly executed proxy card.

How many votes do I have?
You have one vote for each share of common stock that you own as of the close of business on the record date. Shareholders are not entitled to cumulative voting, and accordingly, you may cast only one vote per share of our common stock that you own.


What if I return a proxy card but do not make specific choices?
If you are a shareholder of record and you return a signed and dated proxy card without marking any voting selections, your proxy will vote your shares “FOR” each director nominee, "FOR" the approval of the compensation of our named executive officers, "FOR" the proposed amendments to our charter to eliminate supermajority voting standards, and “FOR” the ratification of the appointment of our independent registered public accounting firm for 2024. As of the date of this proxy statement, we are not aware of any other matters to be considered at the annual meeting. However, if any other matter is properly presented at the annual meeting, your proxy will vote your shares as recommended by the board of directors or, if no recommendation is given, will vote your shares using his or her discretion. If any director nominee becomes unavailable for election for any reason prior to the vote at the annual meeting, the board of directors may reduce the number of directors to be elected or substitute another person as a nominee, in which case your proxy will vote for the substitute nominee.

Can I change or revoke my vote?
Yes. If you hold your shares directly, you can change your vote after you have voted by:
•going to the website listed on the proxy card, following the instructions provided, and submitting your change no later than 11:00 p.m. Central Time on the day before the annual meeting;
•submitting a properly executed proxy prior to the annual meeting bearing a later date than your previous proxy;
•notifying our corporate secretary, in writing, of the revocation of your proxy before the annual meeting; or
•voting in person at the annual meeting, but simply attending the annual meeting will not, in and of itself, revoke your proxy.
If you voted through your broker, please contact your broker to change or revoke your vote.

How are votes counted?
Votes will be counted at the annual meeting by the inspector of election appointed by the board of directors for the annual meeting.

Who will pay for this proxy solicitation, and how will we solicit proxies?
The Company will pay for the cost of this proxy solicitation. We do not intend to solicit proxies other than by use of the mail and our website, but certain of our directors, officers, and other employees, without additional compensation, may solicit proxies personally or by telephone or email on our behalf.

How can I determine the results of the voting at the annual meeting?
Preliminary voting results will be announced at the annual meeting. Within four business days after the conclusion of the annual meeting, we will file a current report on Form 8-K with the SEC that announces the final voting results.

Who can help answer any questions I may have?
FB Financial shareholders who have questions about the matters to be voted on at the annual meeting or how to submit a proxy, or who desire to request physical copies of this proxy statement or proxy cards should contact our Investor Relations department at FB Financial Corporation, 1221 Broadway, Suite 1300, Nashville, Tennessee 37203 or by phone at (615) 564-1212.

Proposal 1 — Election of Directors

Our amended and restated bylaws (the “bylaws”) provide that our board of directors shall consist of between one and 15 members. The exact number of directors will be fixed from time to time by resolution of the board, subject to the terms of the shareholder’s agreement between the Company and James W. Ayers. See “Corporate Governance — Shareholder’s Agreement and Board Designation Rights.” The board of directors currently consists of 12 members: J. Jonathan Ayers, William F. Carpenter III, Agenia W. Clark, James W. Cross IV, James L. Exum, Christopher T. Holmes, Orrin H. Ingram, R. Milton Johnson, Raja J. Jubran, C. Wright Pinson, Emily J. Reynolds, and Melody J. Sullivan. Our board of directors also serves as the board of directors of our wholly owned subsidiary, FirstBank. The FB Financial board of directors currently consists of one class of directors, and our directors are elected annually by our shareholders at our annual meetings of shareholders. At the annual meeting, 12 persons will be elected to serve on our board until the 2025 annual meeting and until their successors have been duly elected and qualified, or until earlier death, resignation, or removal in accordance with the bylaws.

Pursuant to the Shareholder's Agreement with James W. Ayers described in more detail below, Mr. Ayers has recommended C. Wright Pinson for nomination to the board. All nominees named in this proxy statement have consented to serve as directors, if elected. As of the date of this proxy statement, the board has no reason to believe that any of the persons named below will be unable or unwilling to stand as a nominee or serve as a director, if elected.

Director Nominees

The board of directors believes that each nominee has valuable individual skills and experiences that, taken together, provide us with the knowledge, judgment, and strategic vision necessary to provide effective oversight of the Company. The biographies below reflect the particular experience, qualifications, attributes, and skills that led the board of directors to conclude that each nominee should serve on the board of directors. Information on the nominees follows below and is accurate as of March 28, 2024.


J. Jonathan (Jon) Ayers			Age: 52 Director Since: 2017 2023 Committees: Risk Committee and Trust Committee (Chair) Jon Ayers began his career at FirstBank and has over 30 years of experience in areas spanning financial analysis and investment, commercial lending, branch office management, and personal banking. He has served as a director of FirstBank since 2000 and of the Company since 2017. Mr. Ayers is a private investor and entrepreneur. He serves as Executive Vice President of Ayers Asset Management, Inc., a family-owned private investment company, overseeing investments of the Ayers family. He is the President of Ayers Real Estate Services, LLC, which he formed in 2016 to focus on commercial real estate investment and management. Mr. Ayers has served in various executive roles for Group Data Services, Inc. and Pro-Accura, private technology companies, and First Financial Investors Management, LLC, a private equity fund focused on investments in the financial services industry. Mr. Ayers’ father, James W. Ayers, is the former Chair and Vice Chair of the board of directors, prior to his retirement in January of 2022. We believe Mr. Ayers’ extensive knowledge and broad experience as an executive at companies in various industries qualifies him to serve as a member of our board of directors.


William (Bill) F. Carpenter III			Age: 69 Director Since: 2020 2023 Committees: As chair of the board, Mr. Carpenter participates in all committees in an ex officio capacity. Bill Carpenter has served as a director of the Company since January 2020 and as Chair of the board since 2022. He is an accomplished health care executive who most recently served as director and Chief Executive Officer of LifePoint Health (formerly Nasdaq: LPNT) from 2006 to 2018, and Chairman of the board of LifePoint Health from 2010 to 2020. Mr. Carpenter was a founding employee of LifePoint Health, having served in various roles as Executive Vice President, Senior Vice President, General Counsel, Secretary and Corporate Governance Officer. Prior to joining LifePoint, Mr. Carpenter was a partner at the law firm of Waller Lansden Dortch & Davis, LLP, where his practice consisted primarily of corporate finance transactions, mergers and acquisitions, and health care regulatory matters. While at Waller Lansden Dortch & Davis, he also served as head of the firm’s health law group. Mr. Carpenter has served in leadership positions for many influential industry organizations. He is a past member of the board of directors of the American Hospital Association, and the past Chair of the boards of directors of Federation of American Hospitals and Nashville Health Care Council, and past member of the boards of directors of Nashville Public Radio and NashvilleHealth. Mr. Carpenter currently serves as Chair of the board of trustees of Montgomery Bell Academy. A recognized leader in the healthcare industry, he has appeared numerous times on Modern Healthcare magazine's annual "100 Most Influential People in Healthcare" list, and he received the Nashville Business Journal's 2019 Lifetime Achievement Award where he gave the keynote address honoring the magazine's 2019 class of Health Care Award winners. We believe that Mr. Carpenter’s service as Chief Executive Officer and Chairman of LifePoint Health has given him leadership experience, business acumen, and financial expertise that is beneficial to our board and the Company. Furthermore, his legal and corporate governance experience, as well as his knowledge of the Nashville community, make him a valuable addition to our board of directors.


Agenia W. Clark, EdD			Age: 64 Director Since: 2017 2023 Committees: Compensation Committee and Risk Committee Agenia Clark, EdD, has served as a director of the Company since April 2017. In 2023, Dr. Clark became the 18th President of Fisk University, a Historically Black College and University ("HBCU"), established in 1866, which has celebrated more than 150 years of serving an international enrollment of students. She was previously the President and Chief Executive Officer of the Girl Scout Council of Middle Tennessee from April 2004 to November 2023. Prior to her tenure with the Girl Scout Council, Dr. Clark was the Vice President of Human Resources for the Tennessee Education Lottery Corporation, the Senior Director of Human Resources at Vanderbilt University, and she worked in governmental relations, marketing, business ethics, and human resources at Nortel Networks, a multi-national telecommunications company. Dr. Clark is co-chair for Women Corporate Directors, Tennessee chapter, a member of Women Corporate Directors (WCD), and a member of the International Women’s Forum. She previously served as a member of the board of directors of The Ayers Foundation, as a Trustee of Simmons University in Boston, Massachusetts, and as a member of the board of directors of Alpine Energy Summit Partners (formerly Nasdaq: ALPS). From 2006 to 2016, Dr. Clark served as a member of the board of Avenue Financial Holdings, Inc., the publicly held holding company for Avenue Bank. She has been recognized many times as a community leader, including 2021 “Nashvillian of the Year”, several appearances in the Nashville Business Journal's annual "Nashville’s 100 Most Powerful People", the chamber’s Forward 50 Leading the Music City, and the Business Journal’s Women of Influence, among others. Dr. Clark was a gubernatorial appointment to the Tennessee Board of Regents, the governing body for the state’s community colleges, technical colleges, and universities, from 2006 to 2012. Dr. Clark holds a doctorate degree from Vanderbilt University. We believe that Ms. Clark’s service on the board of a publicly held bank holding company, business experience, and long-standing leadership in the Nashville community make her a valuable member of our board of directors.
James (Jim) W. Cross IV			Age: 60 Director Since: 2020 2023 Committees: Credit Risk Committee (Chair), Nominating and Corporate Governance Committee Jim Cross was appointed to the board of directors in connection with the Franklin Merger in 2020. He originally joined the Franklin board in 2009, and prior to the Franklin Merger, he served as Chair of the board. A veteran of the construction and real estate business for more than 30 years, Mr. Cross currently focuses on consulting with governmental agencies and private companies to help them deliver projects from design to completion. Such projects consist of the development of primarily medical-related buildings for investment-grade, single-tenant clients. Mr. Cross is the owner of Century Construction Co., a general contractor construction company started by his father in 1958 where he has served as CEO since September 1988, and in 2017 he formed Oversite, an owner representation consulting firm. Additionally, he founded Century Investment Partners, a development company in Franklin, Tennessee and has served as its CEO since 2008. Mr. Cross is a member of the board of directors for Williamson Medical Center. He previously served on the boards of Franklin National Bank and Fifth Third Bank of Tennessee, Battle Ground Academy, Williamson County Library Foundation, Franklin Tomorrow, Leadership Franklin, Youth Leadership Franklin, the Williamson County-Franklin Chamber of Commerce, and the Williamson County Library. Mr. Cross graduated from Brentwood Academy and the University of Tennessee. We believe that Mr. Cross’ experience in the real estate and construction industries, as well his leadership experience on other bank boards of directors, make him a valuable member of our board of directors.


James (Jimmy) L. Exum			Age: 82 Director Since: 2017 (FB Financial Corporation) 1998 (FirstBank) 2023 Committees: Nominating and Corporate Governance Committee (Chair) and Trust Committee Jimmy Exum has served as a director of the Company since 2017 and a director of FirstBank since 1998. Mr. Exum had a long career at Murray Guard, Inc., a privately-held security services contractor founded in Tennessee, serving as the Executive Vice President from 2003 to 2011, Senior Vice President from 2011 to 2017, and currently serving on the board of directors as Director Emeritus, a directorship he has held since 1987. In 1983, he co-founded TotalREACH, Inc., a division of Murray Guard, Inc. specializing in cable advertising sales and production and worked with that company until 2003. He has substantial civic leadership in the city of Jackson, Tennessee, an important metropolitan statistical area for FirstBank, as he currently serves on the board of Carnegie Museum, and he is the Chair of Jackson Amphitheater and the former chair of the Jackson Convention and Visitors Bureau. He has served on a number of other local and state boards, including the Jackson Area Chamber of Commerce and as Chair of the Tennessee Alcoholic Beverage Commission. Mr. Exum is a past recipient of the West Tennessee Healthcare Jackson Leadership Award. We believe that Mr. Exum’s deep ties to the Tennessee community as well as with his skills gained from serving on various corporate and civic boards and the business knowledge acquired over his long career make him a valuable member of our board of directors.
Christopher (Chris) T. Holmes			Age: 60 Director Since: 2010 2023 Committees: Credit Risk Committee Chris Holmes is President and Chief Executive Officer of both the Company and FirstBank, and he has served as a member of our board since he joined FirstBank in 2010 as our Chief Banking Officer. He was named President of the Company and FirstBank in 2012 and Chief Executive Officer in 2013. As President and Chief Executive Officer, Mr. Holmes is responsible for leading and managing all facets of the bank’s operations, including establishing its long-term goals, strategies, and corporate vision. Under his leadership, the FirstBank team has grown the Company from $2 billion in assets, at the time of the IPO, to $12.8 billion in assets. Mr. Holmes has spent 27 years in the banking industry, and prior to his time at FirstBank, he served as the Director of Corporate Financial Services and the Chief Retail Banking Officer for the Greenville, South Carolina based The South Financial Group, a publicly traded bank holding company. Mr. Holmes’ responsibilities at The South Financial Group included mortgage, insurance, the SBA division, retail strategy, retail sales, and oversight at the 180-branch network. Previously, he worked for 20 years in the Memphis-area market, first as a certified public accountant with EY and then in several management positions for the holding companies for National Bank of Commerce (which was acquired by SunTrust) and Trustmark National Bank. Currently, Mr. Holmes serves as a director of Delta Dental of Middle Tennessee, Nashville Area Chamber of Commerce, Pinson Hospital Hospitality House, and the Tennessee Bankers Association. Mr. Holmes is also a board member of the Tennessee Business Leaders Council, an organization comprised of key business leaders who work to improve the overall business climate in the state. He is a cabinet member of Partnership 2030, an organization spearheaded by the Nashville Area Chamber of Commerce who works to form future regional strategy for economic development. He is a 2014 graduate of Leadership Nashville and has been recognized in Nashville Business Journal's annual "Nashville's 100 Most Powerful People." Mr. Holmes’ leadership, together with the skills and knowledge of the banking industry and FirstBank gained during his tenure with us, have been instrumental to our recent growth and success. In addition, Mr. Holmes brings to our board of directors and the Company a unique blend of banking experience in both community and metropolitan markets that is extremely valuable to us as we look to grow our franchise in both markets.


Orrin H. Ingram			Age: 63 Director Since: 2006 2023 Committees: Audit Committee and Compensation Committee Orrin Ingram has served as a director of the Company since 2006. He serves as the President and Chief Executive Officer of Ingram Industries Inc., a Nashville based privately held company with two operating divisions: Ingram Content Group and Ingram Marine Group. Mr. Ingram has served as the Chairman of the Board of Ingram Barge Company LLC, a leading marine transportation company, since 1999 and he previously served as its Chief Executive Officer. Mr. Ingram was a director of Coca-Cola Enterprises, Inc. from 2008 until 2016, and he served on the board of Coca-Cola European Partners, PLC (formerly Nasdaq: CCEP) from 2016 until 2020. In addition, he has served as the Chairman of the Board of Overseers at the Vanderbilt-Ingram Cancer Center since 1999. He has substantial civic leadership in the city of Nashville area having served on the board of directors for the Nashville Area Chamber of Commerce, the Boys & Girls Clubs of Middle Tennessee, the Middle Tennessee Council of Boy Scouts of America and the Nashville Public Education Foundation. We believe Mr. Ingram’s service as Chief Executive Officer of Ingram Industries and as Chairman and Chief Executive Officer of Ingram Barge Company, together with various board affiliations, including serving on the board of Coca-Cola Enterprises and Coca-Cola European Partners, PLC, has given him leadership experience, business acumen, and financial expertise that make him a valuable member of our board of directors. In addition, he brings us an extensive knowledge of the Tennessee and Nashville business communities.
R. Milton Johnson			Age: 67 Director Since: 2024 R. Milton Johnson was appointed as a director of the Company effective March 1, 2024. Previously, he retired as chairman and chief executive officer of HCA Healthcare, a Nashville based healthcare company, following 36 years of serving in various positions, including head of the tax department, senior vice president and controller, executive vice president and chief financial officer. He was appointed to the board of directors of HCA Healthcare in 2009, became president in 2011, and was named as CEO and chairman of the board in 2014. Prior to HCA Healthcare, Mr. Johnson was a certified public accountant with Ernst & Young. A committed volunteer, Mr. Johnson has served as chairman of the board of several organizations within the healthcare industry and the community, including Federation of American Hospitals, Nashville Chamber of Commerce, the Nashville Health Care Council, and the HCA Healthcare Foundation. Additionally, he has served as a member of the board of the Center for Medical Interoperability, Siloam Health, and Johns Hopkins Medicine. He currently serves on the board of United Way of Metropolitan Nashville and The Community Foundation of Middle Tennessee. A graduate of Belmont University, Mr. Johnson currently serves as the chair of Belmont's board of trustees. We believe Mr. Johnson’s extensive accounting, financial, and business experience, as well as his long-standing leadership in the Nashville community, make him a valuable member of our board of directors.


Raja J. Jubran			Age: 66 Director Since: 2019 2023 Committees: Audit Committee (Chair), Compensation Committee and Credit Risk Committee Raja Jubran has served as a director of the Company since 2019. In 1985, he founded Denark Construction, Inc., a construction management and general contracting company serving clients in seven states, and he has served as its Chairman and Chief Executive Officer from founding to present. Mr. Jubran’s business involvement extends to well-established multiple multimillion-dollar businesses, including Strategic Acquisitions Group LLC, an investment company with over 1.5 million square feet of commercial leases and multiple operating businesses, along with Capstone Concepts LLC, a multi-restaurant operating company with gross income of over $24 million including ten great First Watch restaurants in the East Tennessee region. Mr. Jubran was formerly a member of the board of directors of Clayton HC, Inc., the principal owner of Clayton Bank and Trust and American City Bank, which were acquired by the Company in 2017. He additionally served as Chair of the Loan Committee, and a member of the Executive and Trust Committees of Clayton Bank & Trust, Inc. In 2018, Jubran completed his full term as a member of the Board of Trustees for the University of Tennessee where he served as board Vice Chairman and Chairman of the Executive and Compensation Committees. During his tenure, the board revised the business model, enhanced revenue, cut costs, reduced student fees, increased reserves, and strengthened accountability and transparency. The efforts culminated in the board’s full support of the Tennessee FOCUS Act which reduced the number of board members, gave the board authority over the entire system, and opened the door to recruiting successful business leaders to be appointed as president and as board members. Mr. Jubran is a member of The Clayton Family Foundation, Knoxville Symphony Orchestra, and Tennessee Business Leaders Council, and he serves the community in various capacities. Previously, he served as chair of the Knoxville Area Chamber, Leadership Knoxville, Knoxville’s Community Development Corporation, and the Knoxville Opera Company. He was a member of Leadership Knoxville 1997 and Leadership Tennessee 2013 (inaugural class). He was a board member and treasurer of the Tennessee Business Partnership, predecessor to Tennessee Business Leadership Counsel, Maryville College National Advisory Council, Regional Board of BB&T, YMCA of Knoxville, United Way of Greater Knoxville, Knoxville Museum of Art, and various other worthwhile organizations. He was previously a recipient of the Knoxville Chamber James A. Haslam II Chairman’s Leadership Award, the University of Tennessee College of Engineering distinguished Nathan W. Dougherty Award, the Senior Citizens Home Assistance Knoxville Award, and he was inducted into the Business Hall of Fame in 2005. Mr. Jubran’s service as Chief Executive Officer of Denark Construction, Inc., together with various board affiliations, has given him leadership and business experience, as well as financial expertise that makes him a valuable member of our board. Furthermore, his prior banking experience on the board of directors of Clayton HC, Inc. provides a valuable industry perspective and knowledge.


C. Wright Pinson			Age: 71 Director Since: 2023 2023 Committees: Compensation Committee and Nominating and Corporate Governance Committee C. Wright Pinson is Deputy CEO of Vanderbilt University Medical Center and Chief Health System Officer. The medical center includes 40,000 employees, 3,000 academic physicians, 8 hospitals, 800 clinics in 175 locations with an annual budget of $7.5 billion. He was recruited to Vanderbilt University as Professor of Surgery in 1990. He has served in a variety of roles including Chairman of the Department of Surgery, Director of the Transplant Center, Chief of Staff of the Vanderbilt University Hospitals, Associate Vice-Chancellor for Clinical Affairs and Chief Medical Officer, Deputy Vice-Chancellor for Health Affairs and Chief Executive Officer of the Vanderbilt Health System. He also serves as President of Vanderbilt Health Services and President of Vanderbilt Health Professional Solutions, both subsidiaries of Vanderbilt University Medical Center. He has been responsible for VUMC business development and VUMC quality and safety programs. He currently chairs the Compliance and Corporate Integrity Committee. He championed the organization and became president and chair of the board of the Vanderbilt Health Affiliated Network, a 70-hospital, 6500 provider network covering Tennessee. He co-founded the Master of Management in Healthcare program at Owen Graduate School of Business. Mr. Pinson has been an active clinical and laboratory investigator. He has been president of surgical professional organizations. He received the Distinguished Lifetime Service award from the American Hepato-Pancreato-Biliary Association, and later from the International Hepato-Pancreato-Biliary Association for his contributions to the field. In 2016, he received the Regional Healthcare Executive of the Year Award from The American College of Healthcare Executives, and in 2020 the Health Care Lifetime Achievement Award from the Nashville Business Journal. He currently serves on the board of Tennessee Hospital Association, Cumberland University, and the Nashville Areas Chamber of Commerce. He is past Chair of the board of the Nashville Healthcare Council and of The Governors Foundation for the Health and Wellness of Tennessee and served on the board of the American Hospital Association. We believe Mr. Pinson's extensive business experience, leadership skills, and knowledge of the Middle Tennessee communities make him a valuable member of our board of directors.


Emily J. Reynolds			Age: 67 Director Since: 2017 2023 Committees: Compensation Committee (Chair) and Nominating and Corporate Governance Committee Emily Reynolds has served as a director of the Company since 2017 and as a director of FirstBank since 2012. She has had an extensive career in public service and politics since 1980. In 2003, she was elected by the United States Senate to serve as the 31st Secretary of the Senate, a post in which she managed the Senate’s legislative, financial and administrative operations for the 108th and 109th Congresses. Ms. Reynolds subsequently served as Senior Vice President of Government Relations for the Tennessee Valley Authority from 2007 until 2013. Currently, she is the Vice-Chair of the Tennessee Board of Regents, a position she has held since July 2013, and is Chair of BlueCross Blue Shield of Tennessee, where she has served on the board since 2007. In 2023, Ms. Reynolds was named to the board of trust of Belmont University in Nashville, and she joined the board of the Tennessee State Museum Foundation. She is a former board chair of the Ladies Hermitage Association (now the Andrew Jackson Foundation). In 2017, Ms. Reynolds was appointed to the Davidson County Election Commission until 2021, where she served as its chair for two years. She was named to the Nashville Public Education Foundation’s Public Schools Hall of Fame in 2012. She is currently co-chair of the Tennessee chapter of Women Corporate Directors and is a graduate of both Leadership Tennessee and Leadership Nashville. Ms. Reynolds’ extensive career in public service, policy, and government as well as her involvement in private boards has given her a varied set of leadership, communication, and organizational skills that qualify her to serve on our board of directors. Additionally, Ms. Reynolds’ impressive and diverse experiences give her a unique perspective which make her a valuable member of our board of directors.
Melody J. Sullivan			Age: 71 Director Since: 2020 2023 Committees: Audit Committee and Risk Committee (Chair) Melody Sullivan was appointed to the board of directors in connection with the Franklin Merger and previously served as a director of Franklin since 2010. She previously served on the boards of Franklin National Bank and then Fifth Third Bank of Tennessee. In 1986, Ms. Sullivan founded Smiley CPAs, the first woman-owned CPA firm in Franklin, Tennessee. The firm provided financial statement preparation and tax compliance services for more than 1,700 clients for 30 years. She had previously worked as a staff accountant for one of Nashville’s most respected business o wners and CPA firms and served as comptroller for a local food service company. Ms. Sullivan is also the Chief Financial Officer for The Abaco Inn, a family-owned boutique resort located on the island of Elbow Cay in the Bahamas. She is past President of the Franklin Breakfast Rotary Club and the Franklin Family YMCA, and she has served on the boards of the United Way of Williamson County, Franklin Tomorrow, Williamson County-Franklin Chamber of Commerce, Williamson County CASA and Historic Carnton Plantation. She is a past chairperson of the Chamber’s Small Business Development Division. She is the recipient of the 2015 Cable Board Walk of Fame for Women’s Leadership on Corporate Boards. We believe Ms. Sullivan’s extensive accounting and business experience make her a valuable addition to our board of directors. Additionally, her prior experience as a member of other financial institutions’ boards of directors provide beneficial industry perspective and knowledge.

Board Diversity, Tenure, Skills and Qualifications

The Nominating and Corporate Governance Committee develops criteria for selection of members of the board and its committees, which shall be considered, changed, if appropriate, and approved annually by the board. However, pursuant to the Company's Corporate Governance Guidelines, at a minimum, a candidate for director must have integrity, be committed to act in the best interests of all of the Company's shareholders and be able and willing to devote the required amount of time to the Company's affairs, including attendance at meetings of the board. Further, the Company values diversity and the benefits that it can bring to the board. As a result, the Nominating and Corporate Governance Committee and the board will, as part of the director nominee process, give consideration to the diversity of the board, including diversity as it relates to gender, race, ethnicity, and political and social viewpoints, as well as the more traditional factors of age, business acumen, market representation, and professional experience.

Approximately 83% of our directors, have a tenure of nine years or less and 33% identify with under-represented groups, including women, minorities, and other diverse ethnicities.

Jon Ayers

Bill Carpenter

Agenia Clark

Jim Cross

Jimmy Exum

Chris Holmes

Orrin Ingram

Milton Johnson

Raja Jubran

Wright Pinson

Emily Reynolds

Melody Sullivan

Gender

Male

Female

Race/Ethnicity

African American/Black

White/Caucasian

Asian, Hawaiian, or Pacific Islander

Hispanic/Latino

Other

SEC Form DEF 14A filed by FB Financial Corporation