Not independent
Tenure on this board
9.2 yrs
13 nominees · 6 ballot items.
Election of 13 directors; Approval of the FB Financial Corporation 2026 Incentive Plan; Approval of an amendment to the Employee Stock Purchase Plan to extend its term; Non-binding advisory vote on executive compensation (“Say-on-Pay”); Approval of charter amendments to eliminate supermajority voting requirements; Ratification of Crowe LLP as independent registered public accounting firm.
Election of 13 director nominees to serve until the 2027 annual meeting and until their successors are elected and qualified.
Approval to adopt the 2026 Incentive Plan to replace the 2016 Incentive Plan and authorize up to 1,998,500 shares (subject to adjustments) for future equity awards.
The proposal asks shareholders to approve a new equity compensation plan (the 2026 Incentive Plan) that would replace the existing 2016 Incentive Plan and provide an initial share reserve of 1,998,500 shares subject to adjustments. Management seeks approval to ensure the company has an adequate share pool to continue granting competitive equity awards to attract, retain and motivate employees, executives and non-employee directors. The plan contains shareholder-friendly features including no evergreen replenishment, anti-repricing protections, limits on non-employee director compensation, no discounted options, and restrictions on single-trigger change-in-control vesting, aligning with current governance expectations. The board recommends “FOR” the proposal, arguing it is necessary to maintain competitiveness in talent markets and contains governance safeguards. Significant context: the company had a 3-year average burn rate of 0.56% and currently has outstanding awards and available shares under the 2016 plan; management expects the proposed reserve to last approximately seven years under historical practices. A vote for the proposal permits future equity grants under the new plan; a vote against would constrain ability to grant equity outside the 2016 plan’s remaining reserve.
Approval to amend the Employee Stock Purchase Plan to extend its term by ten years, moving expiration from September 1, 2026 to May 21, 2036.
A non-binding advisory 'say-on-pay' vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This is a routine non-binding advisory vote asking shareholders to approve the company's executive compensation disclosures (Say-On-Pay). Management requests a 'FOR' vote, highlighting the compensation program's design tied to performance metrics, governance safeguards (clawbacks, no hedging, double-trigger change-in-control), and its use of peer benchmarking and consultant input. The vote is advisory and will not bind the board, but the board and Compensation Committee will consider results in future decisions.
Approval to adopt the Second Amended and Restated Charter to eliminate provisions requiring an 80% shareholder vote for certain charter and bylaw amendments and actions related to board removal and special meetings.
Management proposes adoption of an amended charter to eliminate 80% supermajority voting thresholds that currently apply to certain actions, including amendments to charter provisions governing director removal/filling vacancies and calling special meetings. The board contends the elimination reflects modern governance norms, enhances shareholder rights by reducing the threshold to a simple majority for these actions, and responds to shareholder and investor feedback. The proposal requires an 80% vote to pass because that is the current charter threshold; the board recommends 'FOR' and would file the amended charter upon shareholder approval.
Ratify Crowe LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.40% | 4,328,778 | $225M |
| 2 | T. Rowe Price Investment Management, Inc. | 7.50% | 3,866,721 | $201M |
| 3 | STATE STREET CORP | 4.40% | 2,266,005 | $118M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.66% | 1,884,390 | $98M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.64% | 1,876,991 | $97M |
| 6 | BlackRock, Inc. | 2.46% | 1,268,599 | $66M |
| 7 | WESTWOOD HOLDINGS GROUP INC | 2.45% | 1,261,519 | $66M |
| 8 | DEPRINCE RACE ZOLLO INC | 2.01% | 1,036,393 | $54M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.73% | 892,862 | $46M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.53% | 789,869 | $41M |
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