DEF 14A of FB Financial Corp, Apr 7, 2025

DEF 14A of FB Financial Corp

Filed Apr 7, 2025 · FY20240001649749-25-000102

Open on EDGAR

  1. Director Nominees

    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 1, 2025.

  2. Director Nominees

    | J. Jonathan (Jon) Ayers | Age: 53 Director Since: 2017 2024 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, was 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: 70 Director Since: 2020 2024 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 2018. He continued as a member of the board until 2020. Mr. Carpenter was a founding employee of LifePoint Health, which was formed in 1999. Prior to joining LifePoint, Mr. Carpenter was a partner at the law firm of Waller Lansden Dortch & Davis, LLP (now Holland & Knight LLP), where his practice consisted primarily of corporate finance transactions, mergers and acquisitions, and health care regulatory matters. 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 and as an advisory board member of Voices for a Safer Tennessee. 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. 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. |

  3. Director Nominees

    | Agenia W. Clark, EdD | Age: 65 Director Since: 2017 2024 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, established in 1866 becoming Nashville’s first institution of higher education and a Historically Black College and University ("HBCU"). 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 the former 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 serves on the board of directors of The Ayers Foundation. She is a former Trustee of Simmons University in Boston, Massachusetts, and Nashville’s Belmont University. 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, then the governing body for the 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: 61 Director Since: 2020 2024 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. |

  4. Director Nominees

    | James (Jimmy) L. Exum | Age: 83 Director Since: 2017 (FB Financial Corporation) 1998 (FirstBank) 2024 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: 61 Director Since: 2010 2024 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 both boards 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. Mr. Holmes has spent 28 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 banking, and oversight of the 180-branch network. Previously, Mr. Holmes worked for 20 years in the Memphis-area market, first with Ernst & Young and then in several management positions for the holding companies for National Bank of Commerce (which was acquired by SunTrust) and Trustmark National Bank. He holds his certified public accountant certification (inactive). Currently, Mr. Holmes serves as a director of Delta Dental of Middle Tennessee, Nashville Area Chamber of Commerce, Pinson Hospital Hospitality House, and Tennessee Business Leadership Council. Mr. Holmes is also a member of the YMCA of Middle Tennessee Finance Committee and a cabinet member of Partnership 2030, an organization spearheaded by the Nashville Area Chamber of Commerce that works to form future regional strategy for economic development, and he is a 2014 graduate of Leadership Nashville. 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. |

  5. Director Nominees

    | Orrin H. Ingram | Age: 64 Director Since: 2006 2024 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: 68 Director Since: 2024 2024 Committees: Audit Committee and Risk Committee 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. |

  6. Director Nominees

    | Raja J. Jubran | Age: 67 Director Since: 2019 2024 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. They have an average annual backlog of $125 million and specialize in highly challenging and complex projects. 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. From 2002 until its acquisition in 2017 by FirstBank, Jubran was a Board Member and Chairman of the Loan Committee of Clayton Bank & Trust, Inc. He was also a member of the Executive Committee and the Trust Committee. In 2018, Jubran completed his full term as a member of the Board of Trustees for the University of Tennessee, serving as Board Vice Chairman and Chairman of the Executive & Compensation Committee. During his tenure, the Board was able to achieve many successful goals, including revising the business model, enhancing revenue, cutting costs, reducing student fees, increasing reserves, and strengthening 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 actual authority over the entire system, and opened the door to recruiting successful business leaders to be appointed as President and as Board Members. Jubran continues to serve the community on various fronts and is a member of The Clayton Family Foundation, Knoxville Symphony Orchestra, and Tennessee Business Leaders Council. Jubran was previously Chair of the Knoxville Area Chamber, Leadership Knoxville, Knoxville’s Community Development Corporation, and the Knoxville Opera Company. Jubran 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. Jubran has been honored in the past by receiving 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 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. |

  7. Director Nominees

    | C. Wright Pinson | Age: 72 Director Since: 2023 2024 Committees: Compensation Committee and Nominating and Corporate Governance Committee C. Wright Pinson, MBA, MD, is Deputy CEO of Vanderbilt University Medical Center and Chief Health System Officer. The academic health system includes 40,000 employees, 3,500 academic physicians, eight hospitals, 800 clinics in 200 locations with 3.5 million annual visits and an annual budget of $8 billion. He has served in a variety of roles including initiating 3 liver transplantation programs, Chairman of the Department of Surgery, Director of the Transplant Center, Chief of Staff of the Vanderbilt University Hospitals, Chief Medical Officer, Senior Associate Dean for Clinical Affairs, Deputy Vice-Chancellor for Health Affairs and Chief Executive Officer of the Vanderbilt Health System. He has been responsible for business development, quality and safety programs and 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, 7000 provider integrated network covering Tennessee with 450 sites of care. He co-founded the Master of Management in Healthcare program at Owen Graduate School of Business. He has been an active clinical and laboratory investigator with over 300 research publications. He has been president of surgical professional organizations and received Distinguished Lifetime Service awards from two of those. 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. In 2024, he was inducted into the Tennessee Healthcare Hall of Fame. He currently serves as the board chair of the Nashville Areas Chamber of Commerce and is past board chair of the Nashville Healthcare Council as well as the Governors Foundation for the Health and Wellness of Tennessee He currently serves on the board of the Tennessee Hospital Association and Cumberland University, and formerly served on the board of the American Hospital Association. We believe Mr. Pinson's extensive business experience, leadership skills, and knowledge of Tennessee communities make him a valuable member of our board of directors. |

  8. Director Nominees

    | Emily J. Reynolds | Age: 68 Director Since: 2017 2024 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, government 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 for six years. Currently, she is the Vice-Chair of the Tennessee Board of Regents, the state’s largest higher education system, a position she has held for over ten years. She is also Chairman of BlueCross BlueShield of Tennessee, and has been on the board since 2007. She was recently named to the board of trust of Belmont University in Nashville where she chairs the Nominating and Evaluation Committee. Her civic involvement includes her time as a former board member and chair of the Andrew Jackson Foundation, a board member of the Tennessee State Museum Foundation, and her service on the Davidson County Election Commission where she also served as chairman. A graduate of both Leadership Tennessee and Leadership Nashville, Ms. Reynolds was co-chairman of the Tennessee Chapter of Women Corporate Directors. Her community honors include the Nashville Business Journal’s Women of Influence, YWCA’s Academy of Women of Achievement, and the Nashville Public Education Foundation’s Public Schools Hall of Fame. Ms. Reynolds’ extensive career in public service, policy and government as well as her involvement on private boards, has given her a varied set of leadership, communication and organizational skills that quality 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: 72 Director Since: 2020 2024 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 owners and CPA firms and served as comptroller for a local food service company. Ms. Sullivan is the former Chief Financial Officer for The Abaco Inn, 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. |

  9. Role of the Compensation Committee

    Role of the Compensation Committee Our Compensation Committee, which is comprised of independent directors, provides oversight of the Company’s executive compensation. The Compensation Committee has the responsibility to: ■Review and approve the composition of the peer group companies used to assess the Company's pay practices, target pay opportunities, and establish performance goals and objectives; ■Annually review executive compensation plan design and target structure, including reviewing the risk associated with these plans, setting targets for incentives using management's internal business plan and market conditions, and balancing the design of various compensation plans against the Company's goals, values, and strategic objectives; ■Review the performance and determine the compensation of the CEO and other executive officers; ■Determine the amount of, and approve, each element of total compensation paid to the NEOs, and determine the general elements of total compensation for other senior officers; and ■Review all components of compensation (both target and actual) for the CEO and the other NEOs, including base salary, annual cash incentives, and long-term incentives. In determining the amount of NEO compensation each year, the Compensation Committee reviews competitive market data representing broader banking industry trends, as well as peer group data. It makes specific compensation decisions and awards based on such information, along with Company compensation philosophy, Company performance, individual performance and other circumstances as appropriate. In fulfilling its duties, the Compensation Committee is empowered to engage qualified advisors and/or outside counsel.

  10. Role of the Compensation Consultant

    Role of the Compensation Consultant To assist in its efforts to meet the objectives outlined above in 2024, the Compensation Committee retained FW Cook to provide executive compensation consulting services to the Compensation Committee. Pursuant to the Compensation Committee's charter, the Compensation Committee has the power to retain or terminate such consultants and engage other advisors. Representatives of FW Cook regularly participated in meetings of the Compensation Committee. While directly reporting to the Compensation Committee, our compensation consultant typically collaborate with management to obtain data, clarify information, and review preliminary recommendations prior to the time they are shared with the Compensation Committee. The consultant provides data regarding market practices, and works with management to develop recommendations for changes to plan designs and policies consistent with the philosophies and objectives discussed earlier. In accordance with SEC rules and NYSE listing standards, the Compensation Committee took appropriate actions to confirm the independence of our compensation consultant. For more information regarding our compensation consultant engagement for 2024, see “— Independent Compensation Consultant” included in this CD&A.

  11. Market Competitiveness

    Market Competitiveness From time to time, our Compensation Committee considers the compensation practices of a group of similarly-sized publicly-traded financial services/banking organizations designated as the Company's peer group in establishing and reviewing the Company's performance, the structure of the Company's compensation program, and the actual compensation of our executive officers. Companies have historically been included in the Company's peer group based on their relevance in terms of asset size, revenue, loan mix, business model, products, services, talent, and geographic location as compared to that of the Company. The Compensation Committee reviews and approves the peer group annually with input from our independent compensation consultant and management. In July 2023, the Compensation Committee worked with our compensation consultant to determine the peer group, referred to in this CD&A as the 2024 Peer Group. The 2024 Peer Group consisted of 20 publicly-traded banks and/or bank holding companies within the same industry, based in the United States and having the same GICS classification as the Company, with median assets of $16.5 billion as of year-end 2024. The 2024 Peer Group consisted of the following institutions:

  12. Market Competitiveness

    Our Compensation Committee uses peer information as a reference point when evaluating the elements and amounts of the compensation paid to our CEO and our other executive officers. The Compensation Committee also reviewed and considered financial services industry published survey data. The Compensation Committee does not establish the compensation of our executive officers using direct comparisons to our peer group or survey data, but instead uses peer group and survey data as a competitive market check on executive officer compensation. Peer group and survey data is one of several factors used by the Compensation Committee when setting the compensation of our CEO and other executive officers.

  13. Elements and Mix of Compensation

    | Base Salary | Base salary is intended to provide a foundational element of compensation that is relatively secure and that reflects the skills and experience that an executive brings to us. The Company utilizes median base salary levels (fixed compensation) to be able to support meaningful short-term and long-term reward levels (variable compensation) that are based on exceeding results as compared to peers. | | Short-Term Annual Cash Incentive Compensation | As described in more detail below, annual cash incentive compensation awards are based on adjusted earnings per share (non-GAAP) and other strategic objectives as measured through individual goals. The cash bonus awards for our NEOs are based on the achievement of the earnings per share and individual performance goals. This compensation strategy advances our strategic initiatives of superior financial performance, growth in our customer base and operational excellence by growing our net interest and noninterest revenues while managing the associated expenses. | | Long-Term Equity Incentive Compensation | Long-term equity incentive compensation aligns executives’ compensation with our performance, including a mix of restricted stock units ("RSUs"), which vest based on the executive’s continued employment with the company over time, and performance stock units ("PSUs"), which are performance-based awards, vesting after three years, with the final payout level of the award based on the Company’s core return on average tangible common equity, measured relative to certain peer banks and adjusted tangible book value, as described in more detail below, during the same time period. These awards are granted pursuant to a shareholder-approved plan, the 2016 Long-Term Equity Incentive Plan (the “2016 Incentive Plan”). | | Employee Benefits | Employee benefits are intended to provide reasonable levels of security with respect to employment, retirement, medical, death and disability protection and paid time off. | | Limited Perquisites | Certain limited perquisites are used to supplement the other elements of compensation, facilitating the attraction, motivation and retention of executive officers of the caliber we believe necessary to remain competitive, though we do not consider these a material component of executive officer compensation. |

  14. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Annual cash incentive compensation is a short-term incentive that serves as a key mechanism to vary pay levels according to Company-wide short-term performance, linking executive financial rewards to the value delivered to our shareholders. Such incentives are earned and paid annually, but only after established target corporate performance levels are achieved. To underscore the importance of creating value for our shareholders, payouts for most of the Company's executive officers under the short-term incentive plan ("STIP") are largely based on corporate performance. For 2024, the cash incentive paid to the NEOs is based on achieving the Company’s annual adjusted earnings per common share ("Adjusted EPS", non-GAAP) goal and Management by Objectives ("MBOs") individual performance. Adjusted EPS is the amount of income earned per diluted common share, adjusted for unusual gains/losses and other expenses as detailed in Appendix B. The portion of the STIP tied to MBOs is based on a host of factors, including the achievement of MBOs and risk considerations, with the final payout determined by the Compensation Committee, with input from the Chief Executive Officer. This approach also emphasizes that collective MBOs will result in improved business performance and favorably impact shareholder value. For 2024, the Compensation Committee based individual cash incentive award payouts on the achievement of target Adjusted EPS and MBOs, as presented below:

  15. Annual Cash Incentive Compensation

    | | 2024 Cash STIP Payout % Based on Achievement of Target Adjusted EPS (non-GAAP) | 2024 Cash STIP Payout % Based on Achievement of Management by Objectives | | Christopher T. Holmes | 75% | 25% | | Michael M. Mettee | 75% | 25% | | R. Wade Peery | 50% | 50% | | Travis K. Edmondson | 75% | 25% | | Mark E. Hickman | 75% | 25% |

  16. 2024 Performance Goals

    2024 Performance Goals For Adjusted EPS, the Compensation Committee determined a threshold, target, and maximum level of achievement based on the Company’s operating plan for 2024. We interpolate between the threshold, target, and maximum goals to ensure sound incentive compensation arrangements and appropriate pay for performance alignment. For Adjusted EPS and individual performance payout can range between 0% to a maximum of 200% of target.

  17. 2024 Performance Goals

    | Adjusted EPS (non-GAAP) Target for FY 2024 | Cash Bonus Payout Factor | | $3.61 | 200% | | $2.90 - $3.01 | 100% | | $2.56 | 50% | | <=$2.55 | —% |

  18. 2024 Performance Goals

    For the NEOs' MBOs, performance was evaluated after year-end with the CEO making recommendations to the Compensation Committee on the achievement of each NEO's MBOs, other than his own. The Compensation Committee reviewed the CEOs recommendations and determined the payout factor for all of the NEOs.

  19. 2024 Performance Goals

    | NEO | Management by Objectives Individual Performance % | Comments | | Christopher T. Holmes | 175% | ■Led strong 2024 Company performance including annual increases to adjusted pre-tax, pre-provision net revenue* (20.0%), adjusted EPS* (13.0%), and adjusted net income* (12.9%). ■Documented, integrated and implemented the company’s Management Operating System to ensure effective leadership and communication to associates. ■Continue to successfully implement the company's strategic plan. | | Michael M. Mettee | 175% | ■Implemented the company’s profitability system that provides insights into business units and relationship management. ■Established centralized management reporting function to manage production, distribution, content, accuracy and timing of management reports. ■Implemented Liquidity Stress Testing and Capital Stress Testing that tracks and projects cash flow from all sources and allow for liquidity and capital stress testing. | | Travis K. Edmondson | 130% | ■Developed a process to evaluate real-time performance for relationship managers that enhances coaching on a regular basis. ■Established processes that managed annual net charge-offs under 15 basis points of loans HFI and non-performing assets under predefined metrics ■Implemented the customer experience measurement process to evaluate the quality of the company’s customer experience. | | R. Wade Peery | 120% | ■Led a focused project to identify areas of opportunities for the company’s Manufactured Housing division. ■Established technology roadmap that integrates with the customer experience roadmap. ■Developed Artificial Intelligence strategy and roadmap. | | Mark E. Hickman | 165% | ■Implemented the company’s first engagement survey to measure associate experience. ■Designed and implemented the company’s job architecture structure that align job roles with business objectives. ■Enhanced the annual succession planning process and talent development assessments that will enable the company to identify successors for key positions across the company. | | *Non-GAAP financial measure; A reconciliation of non-GAAP measures to the most directly comparable GAAP measure is included at APPENDIX B | | |

  20. 2024 Annual Cash Incentive Compensation Payouts

    2024 Annual Cash Incentive Compensation Payouts For 2024, the Compensation Committee established individual cash incentive award targets for the NEOs as provided in the table below. Based upon the Company's performance of Adjusted EPS of $3.40 and each NEO's MBOs, the Compensation Committee approved the following STIP payouts to the Company's NEOs for 2024:

  21. 2024 Annual Cash Incentive Compensation Payouts

    | | Individual Targets ($) | Adjusted EPS (non-GAAP) | | MBO Individual Performance | | 2024 Cash STIP Payout | | | | | Payout | Weight | Payout | Weight | % of Target | ($)(1) | | Christopher T. Holmes | 968,750 | 165% | 75% | 175% | 25% | 167.5% | 1,622,657 | | Michael M. Mettee | 382,500 | 165% | 75% | 175% | 25% | 167.5% | 640,688 | | Travis K. Edmondson | 352,750 | 165% | 75% | 130% | 25% | 156.3% | 551,172 | | R. Wade Peery | 285,413 | 165% | 50% | 120% | 50% | 142.5% | 406,714 | | Mark E. Hickman | 262,650 | 165% | 75% | 165% | 25% | 165.0% | 433,373 |

  22. 2024 Annual Cash Incentive Compensation Payouts

    (1) Reflects payouts that were earned and awarded under the Company’s 2016 Incentive Plan for 2024 service which were paid in March 2025.

  23. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation Long-term incentive compensation is another important part of our executive compensation program and provides equity-based awards to reward performance in executive roles and more closely align the interests of our executives with those of our shareholders. Our long-term equity incentive compensation includes grants of both time and performance-based equity awards. Under the 2016 Incentive Plan, the Compensation Committee is permitted to grant awards of stock options, stock appreciation rights, restricted shares, restricted stock units, performance awards (payable in cash and/or stock), and other equity or cash-based awards. In 2024, equity-based awards were granted to executive officers, including the NEOs, and other key employees in order to attract, motivate and retain employees and enable those persons to participate in our long-term success. Under this component of compensation, we granted both RSU and PSU awards to certain officers in 2024. Our Chief Executive Officer and other NEOs received 60% of their long-term equity in the form of PSU awards and 40% as RSU awards. In determining the total number of equity-based awards to be granted to recipients in 2024, the Compensation Committee considered a combination of the following: ■Market competitive data; ■Scope of responsibility of each officer; ■Degree to which the business unit(s) influenced by each officer contributed to our profits; ■Degree to which asset quality and other risk decisions were influenced by each officer's direction; ■Number of awards currently held by each officer; and ■Long-term management potential of each officer.

  24. RSU Awards

    RSU Awards The RSU awards granted under the Company's 2016 Incentive Plan are time-based awards that vest based on the executive’s continued employment with the Company over time. The shares of common stock underlying the RSUs are not issued until the award becomes vested. Our RSUs generally vest in three approximately equal installments over a three-year period beginning on the first day of the quarter following the anniversary of the grant date. The holder is not entitled to exercise voting rights on the shares until the award is vested. Dividends begin to accrue after the grant date, but are not paid until the RSU vests. Holders who forfeit shares prior to vesting are not entitled to accrued dividends. As noted above, the Compensation Committee believes that RSUs are an important component of our long-term equity incentive plan as they support the Company's goals to attract, motivate, and retain key employees, while also aligning employee and shareholder outcomes.

  25. PSU Awards

    PSU Awards The 2024 PSU awards vest after a three-year performance period from 2024-2026 with the final payout level of the award based on the Company’s core return on average tangible common equity ("Core ROATCE") measured against companies in its performance comparator group and adjusted tangible book value. Core ROATCE is calculated by dividing core net income by average tangible common equity, and further adjusted to add back to income any provision for credit loss expense related to the establishment of an initial allowance for credit losses on acquired loan portfolios. Adjusted Tangible Book Value ("TBV") is the Company’s cumulative tangible book value per share over the Performance Period, to include the value of dividends paid per share, excluding the impact of share repurchase on the TBV per share, and the TBV impact of changes in Accumulated Other Comprehensive Income (“AOCI"), and further adjusted regarding any provision expense related to the establishment of allowance for credit losses on a portfolio of acquired loans and leases. For PSU awards granted in 2024, the number of units to vest shall be interpolated from 0% to 200% based on the scale below for each metric.

  26. PSU Awards

    | Core ROATCE - LTIP | PSU Multiple | | >75th Percentile | 200% | | >50th Percentile | 100% | | >25th Percentile | 25% | | Below 25th Percentile | —% |

  27. PSU Awards

    | Adjusted TBV - LTIP | PSU Multiple | | > $40.08 | 200% | | $37.97 | 100% | | $35.94 | 25% | | < $35.94 | —% |

  28. PSU Awards

    For 2024 awards, the Compensation Committee approved the following performance comparator group for the Company's PSU awards:

  29. PSU Awards

    | Performance Comparator Group | | | Amerant Bancorp Inc. (AMTB) | HomeTrust Bancshares, Inc. (HTBI) | | American National Bankshares Inc. (AMNB) | Investar Holding Corporation (ISTR) | | Ameris Bancorp (ABCB) | Live Oak Bancshares, Inc. (LOB) | | Atlantic Union Bankshares Corporation (AUB) | MetroCity Bankshares, Inc. (MCBS) | | Bank OZK (OZK) | Origin Bancorp, Inc. (OBNK) | | BankUnited, Inc. (BKU) | Pinnacle Financial Partners, Inc. (PNFP) | | Berk & Herbert (BHRB) | Primis Financial Corp. (FRST) | | Business First Bancshares, Inc. (BFST) | Red River Bancshares, Inc. (RRBI) | | Cadence Bank (CADE) | Renasant Corporation (RNST) | | Capital City Bank Group, Inc. (CCBG) | Republic Bancorp, Inc. (RBCAA) | | Carter Bankshares, Inc. (CARE) | Seacoast Banking Corporation of Florida (SBCF) | | Commerce Bancshares, Inc. (CBSH) | ServisFirst Bancshares, Inc. (SFBS) | | Community Trust Bancorp, Inc. (CTBI) | Simmons First National Corporation (SFNC) | | Enterprise Financial Services Corp (EFSC) | SmartFinancial, Inc. (SMBK) | | First Bancorp (FBNC) | Southern First Bancshares, Inc. (SFST) | | First Community Bankshares, Inc. (FCBC) | Southern Missouri Bancorp, Inc. (SMBC) | | First Guaranty Bancshares, Inc. (FGBI) | SouthState Corporation (SSB) | | Great Southern Bancorp, Inc. (GSBC) | Stock Yards Bancorp, Inc. (SYBT) | | Hancock Whitney Corporation (HWC) | The First Bancshares, Inc. (FBMS) | | Home Bancorp, Inc. (HBCP) | TowneBank (TOWN) | | Home Bancshares, Inc. (Conway, AR) (HOMB) | Trustmark Corporation (TRMK) |

  30. PSU Awards

    The final comparator group will include those companies in existence on the last day of the performance period.

  31. 2024 Long-Term Equity Incentive Grants

    2024 Long-Term Equity Incentive Grants The following table presents all shares granted in 2024 pursuant to the 2016 Incentive Plan:

  32. 2024 Long-Term Equity Incentive Grants

    | | Grant Date | Grant Date Fair Value ($) | Total Number of Shares Granted | Shares of PSUs Granted | Shares of RSUs Granted | | Christopher T. Holmes | February 23, 2024 | 1,500,006(1) | 42,135 | 25,281 | 16,854 | | Michael M. Mettee | February 23, 2024 | 450,055(1) | 12,642 | 7,585 | 5,057 | | Travis K. Edmondson | February 23, 2024 | 350,019(1) | 9,832 | 5,899 | 3,933 | | R. Wade Peery | February 23, 2024 | 408,047(1) | 11,462 | 6,877 | 4,585 | | Mark E. Hickman | February 23, 2024 | 255,038(1) | 7,164 | 4,298 | 2,866 |

  33. 2024 Long-Term Equity Incentive Grants

    (1) Based on a closing stock price of $35.60 per share as of February 23, 2024.

  34. Prior PSU Awards

    Prior PSU Awards The PSU awards that were granted in 2022 for the 2022 to 2024 performance period were approved for vesting upon the Compensation Committee's certification of the Company’s Core ROATCE performance relative to its comparator group at its meeting in February 2025. Pursuant to the PSU awards’ permissible predefined adjustments, due to macro-economic conditions within the banking industry, the Compensation Committee normalized the capital levels over the performance period for the Company and its comparator peers. The Company's Core ROATCE was an average of 13.1% over the three-year performance period, which ranked the Company at the 48.7 percentile among the comparator group and thus resulted in vesting equal to 96.1% of target. In setting both short and long-term compensation awards and targets, the Compensation Committee adheres to a strong culture of compliance and a corporate governance program that includes risk-focused procedures for incentive compensation.

  35. Executive Benefits and Perquisites

    Executive Benefits and Perquisites In addition to the three key elements noted above, the Company provides its executives with certain other benefits and perquisites, as follows: Employment, Severance and Change in Control Agreements. The Company has entered into employment agreements with each of its NEOs, which provide for severance and change in control payments in certain scenarios. The purpose of these agreements is to secure the continued service and dedication of the executives and to provide for certainty and fairness in the event an executive's employment is terminated without cause or in the event of an actual change in control of the Company. The Company believes the agreements are important in the Company's ability to attract and retain executives, particularly in the event the Company is engaged in a transaction which could constitute a change in control. The employment agreements, as amended, and any resulting payments thereunder as a result of termination or change in control, are described in more detail under "Executive Compensation Tables — Employment Agreements and Potential Post-Employment Payments" in this proxy statement. Other Benefits. The NEOs and other executive officers and personnel receive life, health, dental and long-term disability insurance coverage in amounts we believe to be competitive with comparable financial institutions and a 401(k) plan with a matching contribution by the Company. Benefits under these plans are made available to all employees of the Company on terms comparable to those provided to the NEOs. We also provide certain NEOs with automobile allowances and other common perquisites. We believe these perquisites provide executives with benefits similar to those they would receive at comparable financial institutions and are necessary for the Company to remain competitive in the marketplace. The Compensation Committee periodically reviews the personal benefits provided to the executive officers. These benefits and perquisites for the NEOs are described in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2024 under the “Executive Compensation Tables” section in this proxy statement. Employee Stock Purchase Plan. In connection with our IPO, our board of directors and our then-sole shareholder Mr. Ayers approved the FB Financial Corporation 2016 Employee Stock Purchase Plan (the “ESPP”). The ESPP is intended to qualify under Section 423 of the Code. As of December 31, 2024, a total of 2,272,364 shares of our common stock are available for sale under the ESPP. The purchase price applicable for 2024 under the ESPP was the lower of the price on the first or last day of each offering period, discounted 5 percent. The maximum number of shares issuable during any offering period is 200,000 shares, limited to 725 shares for each participating employee.

  36. Stock-Based Compensation - Procedures Regarding Timing and Pricing of Grants

    Stock-Based Compensation - Procedures Regarding Timing and Pricing of Grants Our policy is to make grants of equity-based compensation only at current market prices. Absent special circumstances, it is our policy to make the majority of equity grants at a regularly scheduled meeting of our Compensation Committee. However, we may make a small percentage of grants at other times throughout the year, generally once per quarter, in connection with exceptional circumstances, such as the hiring or promotion of an executive officer, special retention circumstances, or merger and acquisition activity. We try to make equity-based grants at times when they will not be influenced by scheduled releases of information. Grants of equity-based awards primarily have grant dates corresponding to regularly scheduled meetings of the Compensation Committee in the early part of the fiscal year. For years following fiscal year 2021, we chose a February meeting of the Compensation Committee. This date allowed time for performance reviews following the determination of corporate financial performance for the previous year. We seek to make grants when our financial results have already become public, and when there is little potential for abuse of material non-public information in connection with equity-based grants. We believe we minimize the influence of our disclosures of non-public information on the long-term incentives by selecting meeting dates well in advance which fall several days or weeks after we report our financial results, and by setting the initial vesting periods at least one year from the date of grant. We follow the same procedures regarding the timing of grants to our NEOs as we do for all other participants.

  37. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation awarded to or paid to our NEOs during the years indicated as applicable. This table is presented in accordance with SEC requirements, however it includes amounts that may or may not be realizable by the executives in completely different amounts than indicated depending on the fluctuation in share price and company performance in future periods.

  38. Summary Compensation Table

    | | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Compensation ($) | | All Other Compensation ($)(6) | Total ($) | | Christopher T. Holmes | 2024 | 765,385 | — | 1,500,006 | 1,622,657 | (3)) | 58,864 | 3,946,912 | | President and Chief Executive Officer | 2023 | 711,058 | — | 1,830,028 | 356,286 | (4)) | 62,714 | 2,960,086 | | | 2022 | 725,000 | — | 1,250,008 | — | (5)) | 65,074 | 2,040,082 | | Michael M. Mettee | 2024 | 441,346 | — | 450,055 | 640,688 | (3)) | 25,695 | 1,557,784 | | Chief Financial Officer | 2023 | 394,615 | — | 450,054 | 122,857 | (4)) | 18,178 | 985,704 | | | 2022 | 387,500 | — | 250,020 | — | (5)) | 20,776 | 658,296 | | Travis K. Edmondson | 2024 | 412,115 | — | 350,019 | 551,172 | (3)) | 20,823 | 1,334,129 | | Chief Banking Officer | 2023 | 347,981 | — | 390,062 | 122,857 | (4)) | 18,946 | 879,846 | | | 2022 | 333,333 | — | 250,020 | 75,000 | (5)) | 27,312 | 685,665 | | R. Wade Peery | 2024 | 333,899 | — | 408,047 | 406,714 | (3)) | 19,114 | 1,167,774 | | Chief Innovations Officer | 2023 | 318,693 | — | 382,516 | 185,543 | (4)) | 15,900 | 902,652 | | | 2022 | 320,000 | — | 239,976 | 255,000 | (5)) | 21,570 | 836,546 | | Mark E. Hickman | 2024 | 348,239 | 50,000 | 255,038 | 433,373 | (3)) | 11,050 | 1,097,700 | | Chief Human Resources Officer | 2023 | 137,308 | 200,000 | 400,000 | 62,657 | (4)) | 321 | 800,286 |

  39. Summary Compensation Table

    (1) Represents signing bonus Mr. Hickman received related to original employment agreement. (2) Reflects the aggregate grant date fair value of awards of time-based RSUs and the grant date fair value of awards of PSUs granted to the NEOs during 2024, 2023 and 2022, as applicable, under the 2016 Incentive Plan. The grant date fair value of equity awards is calculated in accordance with FASB ASC Topic 718, based on the value of the underlying shares on the date of grant. Refer to Note 21, "Stock-Based Compensation" in the notes to the audited financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards. For Messrs. Holmes, Mettee, Edmondson, Peery, and Hickman, the grant date fair value of RSUs granted during 2024 were $600,002, $180,029, $140,015, $163,226, and $102,030, respectively. For Messrs. Holmes, Mettee, Edmondson, Peery, and Hickman, the grant date fair value of RSUs granted during 2023 were $790,011, $225,027, $195,031, $382,516, and $400,000, respectively. For Messrs. Holmes, Mettee, Edmondson and Peery, the grant date fair value of RSUs granted during 2022 were $499,994, $125,021, $125,001 and $119,988, respectively. To calculate the grant date fair value of PSUs, the Company multiplied the closing price of the Company's common stock on the date of grant by the number of PSUs granted (i.e.100% payout). For Messrs. Holmes, Mettee, Edmondson, Peery, and Hickman, the grant date fair value of PSUs granted in 2024 were $900,004, $270,026, $210,004, $244,821 and $153,009, respectively. For Messrs. Holmes, Mettee, and Edmondson, the grant date fair value of PSUs granted during 2023 was 1,040,017, $225,027 and $195,031, respectively. For Messrs. Holmes, Mettee, Edmondson, and Peery, the grant date fair value of PSUs granted during 2022 was $750,014, $125,010, $125,010, and $119,988, respectively. The grant date fair value of awards granted with respect to 2025 will be reported in the Stock Awards column of the Summary Compensation table in the Company's 2026 proxy statement. (3) Earned and awarded under the Company’s 2024 STIP and paid in March 2025. For 2024, the Compensation Committee established cash incentive award targets for Messrs. Holmes, Mettee, Edmondson, Peery and Hickman of $968,750, $382,500, $352,750, $285,413 and $262,650, respectively, with the target payouts based on a combination of the Company's achievement of an Adjusted EPS target and individual goals. (4) Earned and awarded under the Company's 2022 STIP and paid in March 2023. Mr. Hickman's STIP was prorated based on his July 2023 hire date. (5) Earned and awarded under the Company’s 2022 STIP but paid in March 2023. (6) The following table shows all amounts included in the “All Other Compensation” column for 2024 for each of Messrs. Holmes, Mettee, Edmondson, Peery, and Hickman.

  40. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides information about plan-based awards granted to our NEOs during 2024.

  41. Grants of Plan-Based Awards Table

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: No. of Shares of Stock or Units(3) | Grant Date Fair Value of Stock and Options Awards ($)(4) | | Name | Award | Grant Date | Target | Maximum | | Target Shares | Maximum Shares | | | | Mr. Holmes | STI | | 968,750 | 1,937,500 | | | | | | | | RSU | 2/23/2024 | | | | | | 16,854 | 600,002 | | | PSU | 2/23/2024 | | | | 25,281 | 50,562 | | 900,004 | | Mr. Mettee | STI | | 382,500 | 765,000 | | | | | | | | RSU | 2/23/2024 | | | | | | 5,057 | 180,029 | | | PSU | 2/23/2024 | | | | 7,585 | 15,170 | | 270,026 | | Mr. Edmondson | STI | | 352,750 | 705,500 | | | | | | | | RSU | 2/23/2024 | | | | | | 3,933 | 140,015 | | | PSU | 2/23/2024 | | | | 5,899 | 11,798 | | 210,004 | | Mr. Peery | STI | | 285,413 | 570,826 | | | | | | | | RSU | 2/23/2024 | | | | | | 4,585 | 163,226 | | | PSU | 2/23/2024 | | | | 6,877 | 13,754 | | 244,821 | | Mr. Hickman | STI | | 262,650 | 525,300 | | | | | | | | RSU | 2/23/2024 | | | | | | 2,866 | 102,030 | | | PSU | 2/23/2024 | | | | 4,298 | 8,596 | | 153,009 |

  42. Grants of Plan-Based Awards Table

    (1) The amounts of the estimated payouts under the non-equity incentive plans column represents each executive's opportunity in the event the Company met certain targets in 2024 pursuant to the terms of the STIP. Cash payouts for 2025 under the 2024 STIP were made on March 14, 2025 and are included in the Summary Compensation Table. (2) Awards represent PSUs awarded on February 23, 2024 which vest after three years upon the attainment of pre-determined performance measures as discussed under "Compensation Discussion and Analysis — Elements and Mix of Compensation — PSU Awards." Depending on the performance level achieved, the maximum award that may be earned for these performance-based PSUs is 200% of the initial shares awarded. For additional information, see "Compensation Discussion and Analysis — Elements and Mix of Compensation — PSU Awards." (3) Awards represent RSUs awarded on February 23, 2024 which vest annually over a three-year period. Closing price of the Company's common shares on February 23, 2024, the date of grant, was $35.60. For additional information, see "Compensation Discussion and Analysis — Elements and Mix of Compensation — RSU Awards." (4) Amounts represent the aggregate grant-date fair value of stock awards, including performance shares and restricted stock, granted under the 2016 Incentive Plan, calculated in accordance with ASC 718. See notes 2 and 3, above, for additional information regarding these awards. For the PSUs, the amounts have been calculated taking into consideration the probable outcome of the respective performance conditions as of the date of grant (target). Dividends accrued but not paid until the vesting of the awards of PSUs and RSUs are not included in the amounts reflected in this column. Assumptions used in the calculation of these amounts are described in Note 23 to our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2024. For information about the rationale behind the sizing, timing, components, and other aspects of the major compensation elements reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table, see the CD&A section of this proxy statement.

  43. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table represents information regarding unvested RSUs and PSUs for each NEO as of December 31, 2024.

  44. Outstanding Equity Awards at Fiscal Year End

    | | Stock Awards | | | | Equity Incentive Plan Award Number of Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Award Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Mr. Holmes | 69,550(1) | 3,582,521 | | | 70,138(2) | 7,225,617 | | Mr. Mettee | 20,062(1) | 1,033,394 | | | 16,452(2) | 1,694,885 | | Mr. Edmondson | 28,738(1) | 1,480,294 | | | 13,959(2) | 1,438,056 | | Mr. Peery | 36,692(1) | 1,890,005 | | | 9,577(2) | 986,623 | | Mr. Hickman | 24,452(1) | 1,259,523 | | | 4,298 | 442,780 |

  45. Outstanding Equity Awards at Fiscal Year End

    (1) Reflects unvested RSUs, Granted under the 2016 Incentive Plan, which vest as follows: for Mr. Holmes: 3,751 on April 1, 2025, 14,170 in two approximately equal increments on April 1, 2025 and 2026, and 16,854 in three approximately equal increments on April 1, 2025, 2026 and 2027; with respect to Mr. Mettee: 938 on April 1, 2025, 4,036 in two approximately equal increments on April 1, 2025 and 2026, and 5,057 in three approximately equal increments on April 1, 2025, 2026 and 2027; with respect to Mr. Edmonson: 6,000 in two approximately equal increments on January 4, 2025 and 2026, 938 on April 1, 2025, 3,498 in two approximately equal increments on April 1, 2025 and 2026, and 3,933 in three approximately equal increments on April 1, 2025, 2026 and 2027; with respect to Mr. Peery: 6,000 in two approximately equal increments on January 4, 2025 and 2026, 900 on April 1, 2025, 6,861 in two approximately equal increments on April 1, 2025 and 2026, and 4,585 in three approximately equal increments on April 1, 2025, 2026 and 2027; with respect to Mr. Hickman: 2,866 in three approximately equal increments on April 1, 2025, 2026 and 2027, and 9,360 in two approximately equal increments on October 1, 2025 and 2026. (2) Reflects unvested PSUs granted in 2022, 2023 and 2024 under the 2016 Incentive Plan. All outstanding PSUs are shown at 100% of the performance target. The settlement of these units in shares of common stock in 2025, 2026 and 2027 is tied to the achievement of a Core ROATCE for PSUs granted in 2022 and 2023 while 2024 PSU grants are tied to the achievement of Core ROATCE and Adjusted TBV. The PSU grants have been approved by the Compensation Committee relative to the Company's performance comparison group over a three-year period for Core ROATCE and the company's cumulative adjusted TBV for the 2022-2024, 2023-2025 and 2024-2026 performance periods. The PSU grants will vest upon the Compensation Committee's determination of the performance metrics in Q1 of 2025, 2026 and 2027. Based on the target PSU grant awarded, each NEO grants would vest as follows: Mr. Holmes: 16,877 in Q1 2025, 27,980 in Q1 2026 and 25,281 in Q1 2027; with respect to Mr. Mettee: 2,813 in Q1 2025, 6,054 in Q1 2026, and 7,585 in Q1 2027; with respect to Mr. Edmondson: 2,813 in Q1 2025, 5,247 in Q1 2026 and 5,899 in Q1 2027; with respect to Mr. Peery: 2,700 in Q1 2025, and 6,877 in Q1 2027; with respect to Mr. Hickman: 4,298 in Q1 2027. (3) Market value is calculated based on the closing price of our common stock on December 31, 2024, the last trading day of our 2024 fiscal year - $51.51. With respect to unvested performance-based equity awards, PSUs may vest in multiples of 0% to 200% based upon the Company's achievement of certain performance criteria. All outstanding PSUs are shown at maximum performance target (i.e. a 200% pay-out).

  46. Stock Vested

    Stock Vested The following table shows the restricted stock units and performance stock units that vested for the NEOs in 2024 and the value realized upon vesting. The value realized is calculated based upon the closing price of the Company's stock on the date of vesting.

  47. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value realized on vesting ($) | | Mr. Holmes | 27,523 | 998,185 | | Mr. Mettee | 6,059 | 220,602 | | Mr. Edmondson | 8,641 | 321,816 | | Mr. Peery | 9,619 | 357,963 | | Mr. Hickman | 4,680 | 211,302 |

  48. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The CEO to median employee pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a basis for comparison between companies.

  49. CEO Pay Ratio

    | Median Employee Total Compensation | $72,228 | | CEO Total Compensation | $3,946,912 | | Ratio of CEO to Median Employee Compensation | 54.6 to 1 |

  50. CEO Pay Ratio

    For purposes of identifying the median employee, an employee roster as of December 31, 2024 was used to determine the employee population. To find the median of the annual total compensation of our employees (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal year 2024. Wages were annualized for those employees who were not employed for the full year of 2024 and also for those employees who were on an unpaid leave of absence during 2024. The median employee was selected from the annualized roster and the employee's compensation was calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The roster included 1,511 employees, approximately 3.4% of whom were scheduled to work less than 40 hours per week. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table appearing in this proxy statement, which is also in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

  51. Pay Versus Performance

    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.

  52. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary compensation on Table Total for PEO ($) (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) | | 2024 | 3,946,912 | 5,625,052 | 1,289,347 | 1,696,537 | 137 | 145 | 116,035,000 | 3.40 | | 2023 | 2,960,086 | 3,449,555 | 892,122 | 999,961 | 106 | 105 | 120,224,000 | 3.01 | | 2022 | 2,040,082 | 1,195,017 | 698,529 | 537,868 | 95 | 94 | 124,555,000 | 2.92 | | 2021 | 2,682,882 | 3,315,307 | 1,035,241 | 1,347,718 | 113 | 117 | 190,285,000 | 3.76 | | 2020 | 2,635,296 | 2,291,423 | 3,048,504 | 2,731,812 | 89 | 86 | 63,621,000 | 3.70 |

  53. Pay Versus Performance

    (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:

  54. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($) (a) | Aggregate Equity Award Adjustments ($) (b) | Reported Change in the Actuarial Present Value of Pension Benefits ($) | Aggregate Pension Benefit Adjustments ($) | Compensation Actually Paid to PEO | | 2024 | 3,946,912 | (1,500,006) | 3,178,146 | — | — | 5,625,052 | | 2023 | 2,960,086 | (1,830,028) | 2,319,497 | — | — | 3,449,555 | | 2022 | 2,040,082 | (1,250,008) | 404,943 | — | — | 1,195,017 | | 2021 | 2,682,882 | (1,250,078) | 1,882,503 | — | — | 3,315,307 | | 2020 | 2,635,296 | (969,993) | 626,120 | — | — | 2,291,423 |

  55. Pay Versus Performance

    (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:

  56. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards ($) | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Aggregate Equity Award Adjustments ($) | | 2024 | 2,159,435 | 1,117,317 | — | (98,607) | — | — | 3,178,146 | | 2023 | 1,820,370 | 504,004 | — | (4,877) | — | — | 2,319,497 | | 2022 | 613,379 | (203,874) | — | (4,563) | — | — | 404,943 | | 2021 | 1,153,899 | 550,600 | — | 178,003 | — | — | 1,882,503 | | 2020 | 930,347 | (100,033) | — | (204,194) | — | — | 626,120 |

  57. Pay Versus Performance

    (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:

  58. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($) (a) | Average Reported Change in the Actuarial Present Value of Pension Benefits ($) | Average Pension Benefit Adjustments ($) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | 1,289,347 | (365,790) | 772,980 | — | — | 1,696,537 | | 2023 | 892,122 | (405,658) | 513,497 | — | — | 999,961 | | 2022 | 698,529 | (213,656) | 52,995 | — | — | 537,868 | | 2021 | 1,035,241 | (320,037) | 632,514 | — | — | 1,347,718 | | 2020 | 3,048,504 | (187,521) | (129,171) | — | — | 2,731,812 |

  59. Pay Versus Performance

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

  60. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards ($) | Year Over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year Over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2024 | 526,598 | 257,364 | — | (10,982) | — | — | 772,980 | | 2023 | 453,272 | 62,424 | — | (2,198) | — | — | 513,497 | | 2022 | 123,085 | (71,563) | — | 1,473 | — | — | 52,995 | | 2021 | 311,884 | 103,162 | — | 217,467 | — | — | 632,514 | | 2020 | 210,047 | (314,867) | — | (24,351) | — | — | (129,171) |

  61. Pay Versus Performance

    (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.

  62. Description of the Relationship between Pay and Performance

    | Director Compensation |

  63. Description of the Relationship between Pay and Performance

    | Name | Stock Awards ($)(1) | Fees Earned or Settled in Shares of Common Stock | Fees Earned or Paid in Cash ($)(2) | Total ($) | | J. Jonathan Ayers | 60,005 | — | 54,612 | 114,617 | | William F. Carpenter III | 60,005 | 102,596 | 862 | 163,463 | | Agenia W. Clark | 60,005 | 26,309 | 38,362 | 124,676 | | James. W. Cross IV | 60,005 | — | 57,112 | 117,117 | | James L. Exum | 60,005 | — | 68,362 | 128,367 | | Christopher T. Holmes(3) | — | — | — | — | | Orrin H. Ingram | 60,005 | 52,569 | 12,308 | 124,882 | | R. Milton Johnson | 60,005 | — | 30,000 | 90,005 | | Raja J. Jubran | 60,005 | — | 57,112 | 117,117 | | C. Wright Pinson | 60,005 | 52,569 | 862 | 113,436 | | Emily J. Reynolds | 60,005 | 15,027 | 53,362 | 128,394 | | Melody J. Sullivan | 60,005 | — | 68,362 | 128,367 |