Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
On April 20, 2020, Mr. James R. Gordon, the Chief Financial Officer of FB
Financial Corporation ("FB Financial") and its wholly owned subsidiary FirstBank
("FirstBank"), notified FB Financial and FirstBank that he was resigning in
order to pursue an opportunity with another institution. Mr. Gordon's last day
as an officer of FB Financial and FirstBank is April 24, 2020, although
Mr. Gordon will remain employed by FirstBank for a period of time in order to
facilitate the transition of his responsibilities.
Mr. Gordon's resignation is not the result of any disagreement with FB
Financial, FirstBank or management over any matter relating to the operations,
policies or practices of FB Financial or FirstBank. FB Financial and FirstBank
are grateful to Mr. Gordon for his service as an officer.
Appointment of Interim Chief Financial Officer and Principal Accounting Officer
Effective April 24, 2020, the Company announced the appointment of Michael M.
Mettee, age 40, as Interim Chief Financial Officer to serve in such capacity
until a successor is appointed. Prior to his appointment as Interim Chief
Financial Officer, Mr. Mettee served as FirstBank's CFO Banking. Prior to his
role as CFO Banking, Mr. Mettee was the FirstBank Director of Capital Markets.
Prior to joining FirstBank in 2012, Mr. Mettee managed the budget and
forecasting process for the retail bank at BBVA Compass. Mr. Mettee has served
on multiple boards, including the Freddie Mac Advisory Board and the FHLB of
Cincinnati Advisory Board, in addition to multiple community-related
organizations. Mr. Mettee received his undergraduate degree and Master of
Business Administration from the University of Alabama.
Additionally, effective April 24, 2020, the Company announced the appointment of
Lisa M. Smiley, age 33, to serve as Principal Accounting Officer. Ms. Smiley
will also continue in her capacity as FB Financial's Corporate Controller. Prior
to her role as Corporate Controller, she was the Director of External Financial
Reporting. Prior to joining FirstBank in 2016, Ms. Smiley acted as Assurance
Manager with Horne LLP, where she heavily focused on publicly traded financial
institutions. While in public accounting, she provided external audit and
advisory services, which included playing an active role in FB Financial's
initial public offering. Ms. Smiley is a graduate of Union University and a
certified public accountant licensed in the state of Tennessee.
Item 7.01 Regulation FD Disclosure
On April 24, 2020, FB Financial issued a press release announcing the
resignation of Mr. Gordon, the appointment of Mr. Mettee and Ms. Smiley, as well
as other internal appointments. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K (this "Report") and is
incorporated by reference into this Item 7.01.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Description of Exhibit
99.1 Press Release
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