Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On January 30, 2020, the board of directors (the "Board") of FB Financial
Corporation (the "Company") increased the size of the Board from nine members to
10 members and appointed William F. Carpenter III to fill the vacancy created by
the increase and to serve as a member of the Board until the election and
qualification of his successor or until his earlier death, resignation, or
removal. Mr. Carpenter was additionally appointed to the audit committee of the
Board.
Mr. Carpenter, age 65, is an accomplished health care executive who most
recently served as chairman and chief executive officer for LifePoint Health, a
role from which he retired in November 2018. Prior to joining LifePoint as a
founding employee in 1999, Mr. Carpenter was a partner at the law firm of Waller
Lansden Dortch & Davis, where he focused on corporate finance transactions,
mergers and acquisitions, and health care regulatory matters. Mr. Carpenter
serves on the boards of directors of NashvilleHealth, the Center for Medical
Interoperability, United Way of Nashville, Nashville Public Radio and Montgomery
Bell Academy. Mr. Carpenter received his Bachelor of Arts degree and his Doctor
of Jurisprudence degree from Vanderbilt University.
The Board and its relevant committees have determined that Mr. Carpenter
qualifies as an independent director under the listing standards of the New York
Stock Exchange and as an "audit committee financial expert" under SEC rules.
There are no arrangements or understandings between Mr. Carpenter and any other
persons pursuant to which he was selected as director. In addition, there are no
transactions involving Mr. Carpenter and the Company that require disclosure
under Item 404(a) of Regulation S-K.
In his capacity as a director, Mr. Carpenter will receive compensation that is
consistent with the compensation received by the other members of the Board. A
description of the compensation payable to members of the Board is set forth
under the heading "Director Compensation" in the Company's definitive proxy
statement filed with the SEC on April 16, 2019 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description of Exhibit
99.1 Press Release
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