FB Financial (FBK) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 22, 2025, with proxy materials available online to enhance accessibility and reduce costs.

• Shareholders will vote on the election of 12 directors, executive compensation, charter amendments to eliminate supermajority voting, and auditor ratification.

• The board recommends voting in favor of all proposals and highlights ongoing efforts to align governance with shareholder interests.

Voting matters and shareholder proposals

• Four main proposals: election of directors, advisory vote on executive compensation, charter amendments to remove supermajority voting, and auditor ratification.

• Shareholders of record as of March 28, 2025, are eligible to vote; voting can be done online, by mail, or in person.

• The board recommends voting FOR all proposals; the charter amendment requires 80% approval, others require a majority of votes cast.

• Shareholder proposals for the 2026 meeting must be submitted by December 12, 2025, to be included in proxy materials.

Board of directors and corporate governance

• The board consists of 12 members with diverse backgrounds in finance, healthcare, education, and public service.

• 83% of directors have tenure of nine years or less; 17% identify with under-represented groups.

• The board is led by an independent chair, with regular executive sessions and a focus on director refreshment.

• Standing committees include Audit, Compensation, Nominating and Corporate Governance, and Risk, all composed of independent directors.

• Shareholder nominations for directors are accepted per bylaw procedures.