FB Financial Corp Files Definitive Proxy Statement

Ticker: FBK · Form: DEF 14A · Filed: Apr 8, 2024 · CIK: 1649749

Fb Financial Corp DEF 14A Filing Summary
FieldDetail
CompanyFb Financial Corp (FBK)
Form TypeDEF 14A
Filed DateApr 8, 2024
Risk Levellow
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Executive Compensation, Equity Awards, Proxy Statement, FB Financial Corp

TL;DR

<b>FB Financial Corp has filed its Definitive Proxy Statement detailing executive compensation and equity awards for the fiscal year 2023.</b>

AI Summary

FB Financial Corp (FBK) filed a Proxy Statement (DEF 14A) with the SEC on April 8, 2024. FB Financial Corp filed a DEF 14A on April 8, 2024, for the fiscal year ending December 31, 2023. The filing includes detailed executive compensation information for the fiscal years 2020-2023. Specific data on equity awards granted, vested, unvested, and those that failed to meet vesting conditions are provided for 2023. Information on pension benefits, including changes in actuarial present value and adjustments, is also detailed for 2023. The company's principal executive offices are located in Nashville, TN.

Why It Matters

For investors and stakeholders tracking FB Financial Corp, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, allowing them to make informed voting decisions on executive pay matters. The detailed breakdown of equity awards and pension benefits offers transparency into how the company incentivizes and rewards its top executives.

Risk Assessment

Risk Level: low — FB Financial Corp shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

Analyst Insight

Review the executive compensation details and equity award structures to understand management's alignment with shareholder interests.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Period of Report)
  • 2024-04-08 — Filing Date (Date Filed)
  • 2023 — Reporting Year for Compensation Details (Executive Compensation Data)
  • 2020-2023 — Range of Years for Compensation Data (Executive Compensation Data)

Key Players & Entities

  • FB Financial Corp (company) — Filer
  • Nashville, TN (location) — Business Address
  • 6022 (SIC Code) — Standard Industrial Classification
  • First South Bancorp, Inc. (company) — Former Company Name

FAQ

When did FB Financial Corp file this DEF 14A?

FB Financial Corp filed this Proxy Statement (DEF 14A) with the SEC on April 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by FB Financial Corp (FBK).

Where can I read the original DEF 14A filing from FB Financial Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by FB Financial Corp.

What are the key takeaways from FB Financial Corp's DEF 14A?

FB Financial Corp filed this DEF 14A on April 8, 2024. Key takeaways: FB Financial Corp filed a DEF 14A on April 8, 2024, for the fiscal year ending December 31, 2023.. The filing includes detailed executive compensation information for the fiscal years 2020-2023.. Specific data on equity awards granted, vested, unvested, and those that failed to meet vesting conditions are provided for 2023..

Is FB Financial Corp a risky investment based on this filing?

Based on this DEF 14A, FB Financial Corp presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

What should investors do after reading FB Financial Corp's DEF 14A?

Review the executive compensation details and equity award structures to understand management's alignment with shareholder interests. The overall sentiment from this filing is neutral.

How does FB Financial Corp compare to its industry peers?

FB Financial Corp operates within the commercial banking sector, as indicated by its SIC code 6022.

Are there regulatory concerns for FB Financial Corp?

As a publicly traded company, FB Financial Corp is subject to SEC regulations, including the requirement to file a Definitive Proxy Statement (DEF 14A) for shareholder meetings and votes.

Industry Context

FB Financial Corp operates within the commercial banking sector, as indicated by its SIC code 6022.

Regulatory Implications

As a publicly traded company, FB Financial Corp is subject to SEC regulations, including the requirement to file a Definitive Proxy Statement (DEF 14A) for shareholder meetings and votes.

What Investors Should Do

  1. Analyze the reported equity awards and their vesting schedules to assess executive incentives.
  2. Examine the pension benefits and any adjustments to understand long-term executive commitments.
  3. Review the overall executive compensation structure in relation to company performance (if available in related filings).

Key Dates

  • 2024-04-08: Filing of DEF 14A — Provides details on executive compensation and corporate governance for the fiscal year 2023.

Year-Over-Year Comparison

This is a DEF 14A filing, which typically provides updated information on executive compensation and corporate governance annually. Specific comparative data from the prior filing is not directly available within this document.

Filing Stats: 4,780 words · 19 min read · ~16 pages · Grade level 12.7 · Accepted 2024-04-08 17:06:50

Filing Documents

Security Ownership of Management and Certain Beneficial Owners

Security Ownership of Management and Certain Beneficial Owners 24 Executive Officers 25 Compensation Discussion and Analysis 26 Compensation Best Practices 27 Compensation Philosophy and Objectives 27 Compensation Decision-Making 27 Market Competitiveness 29 Elements and Mix of Compensation 30 Policies, Guidelines and Other Practices 38 Compensation Committee Interlocks and Insider Participation 40 Compensation Committee Report 40

Executive Compensation Tables

Executive Compensation Tables 41 Summary Compensation Table 41 Grants of Plan-Based Awards Table 42 Outstanding Equity Awards at Fiscal Year End 43 Stock Vested 43 Employment Agreements and Potential Post-Employment Payments 44 CEO Pay Ratio 48 Pay Versus Performance 49 Equity Compensation Plan Information 52 Director Compensation 53 Proposal 2 — Non-Binding, Advisory Vote Regarding the Compensation of the Named Executive Officers 54 Proposal 3 — Approval of Amendments to the Company's Charter to Eliminate Supermajority Voting Requirements 55 Proposal 4 — Ratification of the Appointment of Our Independent Registered Public Accounting Firm 57 Audit Committee Report 58 Submission of Shareholder Proposals 59 Additional Information 60 Other Matters 60 Appendix A — Second Amended and Restated Charter A- 1 Appendix B — GAAP to non-GAAP Reconciliations A- 4 iii 1221 Broadway, Suite 1300 Nashville, Tennessee 37203 (615) 564-1212 Proxy Statement and Annual Meeting Summary This proxy statement is furnished by FB Financial Corporation, on behalf of its board of directors, for use at the 2024 annual meeting of shareholders, and at any adjournment or postponement of the meeting (the " annual meeting "). In this proxy statement, we sometimes refer to FB Financial Corporation and its subsidiaries, including our wholly owned subsidiary, FirstBank, as " we ," " us ," " our ," " the Company ," and " FB Financial ." This proxy statement and the accompanying proxy card are first being delivered or made available to our shareholders on or about April 11, 2024. Voting Matters Proposal Board Recommendation Vote Requirement Page Number Proposal 1: Election of directors FOR Directors are elected by a plurality of the votes cast at the annual meeting. 6 Proposal 2: Non-binding, advisory vote on the compensation of our named executive officers FOR The votes cast for exceed the votes cast against. 54 Propos

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