FB FINANCIAL CORP (FBK)
Sector: Financials
2026 Annual Meeting Analysis
FB FINANCIAL CORP · Meeting: May 21, 2026
Directors FOR
12
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Ayers is the son of the company's founder and co-executor of the founding family estate that owns ~13% of the company, creating a familial relationship to a controlling shareholder; the board does not classify him as independent, and his family connections to senior management raise governance concerns under the policy's familial relationship trigger.
For Analysis
Independent board chair with extensive CEO and governance experience; no overboarding, attendance, or TSR trigger concerns — FBK's 3-year TSR of +87.3% outperforms the peer group median by +43.3pp, well below the 65pp threshold required to trigger a vote against.
Independent director with relevant human resources, higher education, and prior public bank board experience; no overboarding or attendance concerns, and FBK's strong TSR versus peers does not trigger the underperformance threshold.
Independent director with deep real estate, construction, and prior bank board experience relevant to FBK's lending business; no overboarding, attendance, or TSR concerns.
Long-tenured independent director with community leadership and corporate board experience in FBK's key Tennessee markets; no overboarding, attendance, or TSR underperformance trigger applies.
CEO and executive director with 34 years of banking experience and direct responsibility for FBK's strong performance; FBK's 3-year TSR of +87.3% outperforms the peer group median by +43.3pp, which does not meet the 65pp trigger threshold, so no TSR-based against vote is warranted independent of Say on Pay.
Independent director with extensive CEO-level executive experience and financial expertise; the board has acknowledged he exceeds the 15-year tenure guideline but retained him in shareholders' interests — no overboarding, attendance, or TSR trigger applies.
Independent director appointed in March 2024 with deep financial expertise as former HCA Healthcare CFO and CEO, qualifying as an audit committee financial expert; joined within 24 months making him exempt from any TSR trigger.
Independent director with extensive business, prior banking board, and construction industry experience; chairs the Audit Committee and the board has confirmed his financial expertise; no overboarding, attendance, or TSR concerns.
Independent director appointed in 2023 with substantial healthcare executive leadership, strategy, and governance experience; no overboarding, attendance, or TSR underperformance trigger applies.
Independent director with 40+ years of public service, governance, and board leadership experience; chairs the Compensation Committee with no overboarding, attendance, or TSR concerns.
Director appointed July 1, 2025 in connection with the Southern States merger; his tenure is less than 24 months, making him exempt from the TSR underperformance trigger under the policy, and he brings relevant regional banking board and financial experience.
Independent director with CPA credentials and founding experience running an accounting firm, qualifying her as an audit committee financial expert; chairs the Risk Committee with no overboarding, attendance, or TSR concerns.
The board of 13 directors is broadly well-qualified with strong financial, banking, and business expertise. A FOR vote is warranted for 12 of 13 nominees. An AGAINST vote is warranted for J. Jonathan Ayers due to his familial relationship to the founding estate (the company's largest shareholder at ~13%), which raises independence and governance concerns under the policy's familial relationship trigger. FBK's 3-year TSR of +87.3% outperforms the peer median by +43.3pp, well short of the 65pp threshold needed to trigger TSR-based against votes, so no TSR concerns apply to any director.
Say on Pay
✓ FORCEO
Christopher T. Holmes
Total Comp
$3,766,403
Prior Support
N/A
CEO total compensation of $3,766,403 is reasonable for the President and CEO of a $2.9B market cap regional bank, and the pay structure is well-designed with a majority of compensation at risk — roughly 79% of the CEO's pay is variable (performance stock awards, time-based stock awards, and cash incentive), well above the 50-60% minimum required. The short-term incentive plan uses adjusted EPS with clear threshold/target/maximum goals and a circuit breaker at zero below threshold, while the long-term performance stock awards use a 3-year Core Return on Average Tangible Common Equity relative to a peer comparator group plus adjusted tangible book value — both meaningful, long-term, and externally benchmarked metrics. Pay-for-performance alignment is strong: FBK's 1-year TSR of +30.1% ranked at the 73rd percentile of the company's peer group in 2025, adjusted EPS grew 17.4% year-over-year, and the prior-year PSU awards (2023-2025 cycle) vested at 150% of target reflecting above-median core ROATCE performance, which is consistent with the incentive pay earned.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
7 yrs
Audit Fees
$2,380,727
Non-Audit Fees
$12,525
Non-audit fees of $12,525 represent less than 1% of audit fees of $2,380,727, far below the 50% threshold that would raise independence concerns; Crowe has served since 2018 (approximately 7 years), well below the 25-year tenure threshold; and no material restatements are disclosed. Crowe is a large national firm appropriate for a $2.9B market cap regional bank.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Approval of Amendments to the Company's Amended and Restated Charter to Eliminate Supermajority Voting Requirements
This is a board-initiated charter amendment, not a shareholder activist proposal — the company itself is asking shareholders to remove the current requirement that 80% of all outstanding shares must approve certain charter and bylaw changes, replacing it with a simple majority standard. Eliminating supermajority voting requirements is a straightforward, mainstream governance improvement that gives ordinary shareholders more meaningful voting power and is broadly supported by institutional investors. The current 80% supermajority threshold is an unusually high bar that can entrench management and the board against legitimate shareholder-driven changes, so voting FOR this amendment clearly improves governance for all shareholders.
Overall Assessment
FB Financial Corporation's 2026 annual meeting presents a largely well-governed ballot with strong stock performance: FBK's 3-year TSR of +87.3% outperforms the community bank benchmark (QABA — First Trust NASDAQ ABA Community Bank Index) by +33.8pp and the company's own peer group median by +43.3pp. The primary governance concern is director J. Jonathan Ayers, whose familial ties to the founding estate (the company's ~13% controlling shareholder) raise independence concerns warranting an against vote; all other directors, the Say on Pay program, the auditor ratification, and the board-proposed elimination of supermajority voting requirements all receive FOR votes.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing