ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 30, 2020, FB Financial Corporation (the "Company") announced the
appointment of Michael M. Mettee, age 40, as Chief Financial Officer of the
Company and FirstBank ("FirstBank"), its wholly owned subsidiary.
Mr. Mettee has served as the Company's Interim Chief Financial Officer since
April 24, 2020. Prior to his role 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.
With respect to the disclosure required by Item 401(d) of Regulation S-K, there
are no family relationships between Mr. Mettee and any director or executive
officer of the Company. There are no relationships or related transactions
between Mr. Mettee and the Company that would be required to be reported
pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment as Chief Financial Officer, the Company
entered into an employment agreement with Mr. Mettee. The initial term of the
agreement expires on November 27, 2023, with automatic renewals for additional
one-year periods unless either party gives notice to the other of its intent not
to renew the agreement. Mr. Mettee's employment agreement provides that he is
entitled to an annual base salary of $375,000 and is entitled to participate in
all incentive, savings, retirement, and welfare benefit plans generally made
available to our senior executive officers. Effective for the performance year
commencing January 1, 2021, the initial target value of Mr. Mettee's annual
bonus will be $250,000 with a maximum payout of 150% of such amount. Effective
for awards granted with respect to the performance year commencing January 1,
2021, the initial base value of Mr. Mettee's potential long-term incentive plan
award will be $250,000, with a maximum payout of 200% of such amount. The annual
bonus and long-term incentive awards will be subject to the performance and
other vesting conditions as the Compensation Committee establishes.
Mr. Mettee's employment agreement may be terminated by the Company at any time
with or without "cause" or by Mr. Mettee with or without "good reason" (as such
terms are defined therein). If, during the term, the Company terminates Mr.
Mettee's employment without cause or if he resigns for good reason, then, in
addition to his accrued salary, he will receive (i) an amount in cash equal to
two times the sum of his then current base salary plus the greater of his target
annual bonus for the fiscal year in which the date of termination occurs or his
actual annual bonus for the fiscal year prior to the fiscal year in which the
date of termination occurs (the "Severance Payment"), payable in equal monthly
installments during the 24-month period following the date of termination (or in
a single lump sum if such termination occurs within 12 months following a change
in control); (ii) an amount in cash equal to the COBRA cost of continued
coverage in the Company's group health plan for 18 months following his
termination of employment (the "COBRA Benefit"); and (iii) unless an award
agreement for an equity award granted after the effective date of the employment
agreement expressly states otherwise, accelerated vesting of his outstanding
equity awards (at maximum performance levels, in the case of any performance
awards) (the "Equity Award Vesting Benefit"). If the Company elects not to renew
the employment agreement and terminates Mr. Mettee's employment without cause
within one year following the expiration of the term, then Mr. Mettee will be
entitled to receive the Severance Payment, the COBRA Benefit and the Equity
Award Vesting Benefit.
If the Company terminates Mr. Mettee's employment due to his disability, then
Mr. Mettee will be entitled to receive an amount in cash equal to six months of
his then current base salary, plus one-half of his target annual bonus for the
fiscal year in which the date of termination occurs, payable in a single lump
sum.
If Mr. Mettee dies, if the Company terminates his employment for cause or if he
resigns without good reason, then he will receive only the salary that is
accrued through the date of termination.
The severance benefits described above are conditioned upon Mr. Mettee executing
and not revoking a release of claims and covenant not to sue agreement, as well
as his compliance with the restrictive covenants contained in his employment
agreement. Mr. Mettee's employment agreement contains confidentiality,
non-competition and employee and customer non-solicitation covenants that apply
during his employment with the Company and for one year after his termination of
employment. The non-competition covenant will not apply if his termination
follows a change in control, or if the Company elects not to renew the
employment agreement and does not otherwise become required to pay severance in
connection therewith.
The employment agreement provides that if any payments or benefits would be
subject to the excise tax imposed under Section 4999 of the tax code, then there
will be a comparison of the after-tax benefit to Mr. Mettee of (i) the total
parachute payments after he pays the excise tax and income taxes thereon, to
(ii) a cut back of parachute payments to the extent necessary to avoid the
imposition of the excise tax, and Mr. Mettee will receive whichever amount
yields the more favorable result to him.
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The foregoing description of Mr. Mettee's employment agreement is qualified in
its entirety by the full text of the employment agreement, which will be filed
as an exhibit to the Company's Annual Report on Form 10-K for the year ending
December 31, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
99.1 Press Release, dated November 30, 2020
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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