🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A). Think of it as the official rulebook and ballot for FB Financial Corp's upcoming shareholder meeting. It tells you what's being voted on, who is running the show (the board), and how the company is governed. Its purpose is to give shareholders the information they need to vote, whether they attend in person or submit a proxy (which is like giving your vote to someone else to cast for you).

👉 Why it matters: As a shareholder, this document is your key to exercising your ownership rights and holding the company's leadership accountable.

🏢 What The Company Does

FB Financial Corp (NYSE: FBK) is a bank holding company for FirstBank, a regional bank based in Nashville, Tennessee.

👉 In simple terms: It's a traditional bank that makes money by taking deposits from customers and lending that money out for things like mortgages, business loans, and commercial real estate. It operates primarily in Tennessee, North Georgia, and North Alabama.

🗓️ Meeting Details & Key Proposals

The annual shareholder meeting is set for May 21, 2026, at 1:00 p.m. Central Time at the company's headquarters (1221 Broadway, Suite 1300, Nashville, TN 37203). Shareholders as of the March 27, 2026 record date can vote.

You are being asked to vote on six main proposals:

Elect 13 Directors to the board for a one-year term.
Approve the 2026 Incentive Plan (a new plan for executive compensation).
Amend the Employee Stock Purchase Plan.
Give an advisory "Say-on-Pay" vote on executive compensation (non-binding).
Eliminate supermajority voting standards from the company's charter (a big governance change).
Ratify the appointment of Crowe LLP as the independent auditor for 2026.

The board recommends you vote "FOR" on all six proposals. Proposal 5 is the only one requiring a super high bar (80% of shares) to pass.

👥 The Board & Leadership

The board is the company's governing body, overseeing management. FB Financial has a 13-member board. Here’s a snapshot of the key people and their qualifications:

Christopher T. Holmes is the President & CEO (the top executive). He's not considered independent, which is normal.
William F. Carpenter III is the independent Chair of the Board (separating the Chair and CEO roles is seen as a strong governance practice).
11 other independent directors bring diverse expertise from healthcare, construction, law, government, education, and more. For example:
- R. Milton Johnson is the retired CEO of HCA Healthcare.
- Emily J. Reynolds is Chair of BlueCross BlueShield of Tennessee and a former U.S. Senate Secretary.
- Orrin H. Ingram is CEO of Ingram Industries.
- Raja J. Jubran is founder/chairman of Denark Construction.

👉 Why it matters: A skilled and independent board provides essential oversight. The mix of internal leadership (Holmes) and outside experts helps ensure balanced decision-making.

⚖️ Corporate Governance & Risk Oversight

This section explains the rules and systems in place to manage the company responsibly.

Committees: The board's work is divided into committees. Key ones are the Audit Committee (watches over finances and auditors), Compensation Committee (sets executive pay), and Risk Committee (oversees all major risks).
Director Limits: The company has a policy that non-management directors generally shouldn't serve more than 15 years. Orrin Ingram is over this limit, but the board asked him to stay due to his valuable experience.
Risk Management: The board actively oversees risks (credit, cyber, operational, etc.). The Chief Risk Officer reports quarterly. The company also has specific cybersecurity training, policies, and insurance.
Pledging/Hedging: The company discourages directors and executives from pledging company stock as collateral and prohibits them from hedging it (betting against it).

📊 Executive Compensation (The "Pay" Tables)

This is the "who gets paid what" section. It's full of tables showing compensation for the Named Executive Officers (NEOs), which includes the CEO, CFO, and three other top earners.

The Summary Compensation Table breaks down salaries, bonuses, stock awards, and other compensation for the last five years (2021-2025).
The Grants of Plan-Based Awards and Outstanding Equity Awards tables show what performance goals are tied to bonuses and how much unvested stock the executives hold.
The CEO Pay Ratio is disclosed: the CEO's total compensation was $3,685,672, which is 16.5 times the median employee's pay of $122,539.
The company also provides a Pay Versus Performance analysis, showing the relationship between executive pay and company financial results over several years.

👉 Why it matters: This transparency lets shareholders judge if executive pay is fair and aligned with company performance. The upcoming "Say-on-Pay" vote is your chance to voice approval or disapproval.

💰 Proposal 5: The Supermajority Vote Change

This is a critical governance proposal. Currently, FB Financial's charter requires an 80% supermajority vote to approve major changes, like merging with another company.

👉 Proposal 5 aims to eliminate this, switching to a standard majority vote. This would make it easier for shareholders to influence significant corporate actions. The board supports this change to improve accountability and align with modern governance best practices.

🔮 What's Next & Key Dates

April 8, 2026: Proxy materials are available online.
May 21, 2026: Annual Meeting. Preliminary voting results will be announced.
After the Meeting: Final results will be filed in an 8-K report with the SEC within four business days.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:
- Experienced Board: Deep industry and leadership expertise.
- Strong Governance: Independent Chair, active committees, clear risk oversight.
- Proactive Proposals: Moving to eliminate supermajority rules shows responsiveness to shareholder interests.
⚠️ Risks:
- Interest Rate Environment: As a bank, its profitability is heavily influenced by the broader economy and Fed policies.
- Credit Risk: The health of its loan portfolio is paramount.
- Integration Risk: The company recently merged with Southern States Bancshares (July 2025), which requires careful management.

🧠 The Analogy

Think of this proxy statement as the annual "report card and shareholder meeting" for a family-owned business, but scaled up for a public company. The board and management are the "student" (the company) presenting their report card (the financials and performance), explaining their plans (the proposals), and asking the owners (the shareholders) to grade them and vote on key decisions (like approving a new family business plan or changing the voting rules for the family trust).

🧩 Final Takeaway

This proxy statement is all about shareholder democracy. You are being asked to vote on who oversees the company, how executives are paid, and whether to adopt simpler voting rules. The most significant change proposed is eliminating the supermajority voting requirement, which would give you, as a shareholder, more power. Your vote on these matters directly shapes the company's governance and future direction.

FB Financial Corp — DEF 14A Filing