FB Financial (FBK) Proxy Filing summary

Executive summary

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

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

• Only common stock is outstanding and entitled to vote; no preferred or other capital stock is outstanding.

• A quorum requires a majority of outstanding shares; each share has one vote, and cumulative voting is not permitted.

Voting matters and shareholder proposals

• Four main proposals: election of directors, advisory vote on executive compensation, approval of charter amendments to eliminate supermajority voting, and ratification of Crowe LLP as auditor.

• The charter amendment requires an 80% affirmative vote of outstanding shares; other proposals require a majority of votes cast.

• Shareholders can submit proposals for the 2026 meeting by December 2025, following SEC and bylaw requirements.

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 a tenure of nine years or less; 17% identify with under-represented groups.

• The board is led by an independent chair, and the CEO and chair roles are separated.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Risk, all with independent directors.

• Shareholder's agreement grants James W. Ayers director designation rights based on his ownership; these rights decrease as his ownership declines.