FB Financial : Proxy Statement 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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  ☐ Soliciting Material under § 240.14a-12

FB FINANCIAL CORPORATION

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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April 7, 2021

Dear Shareholder,

We would like to extend a personal invitation for you to join us at the 2021 annual meeting of shareholders which will be held on May 20, 2021, at 8:00 a.m. Central Time. Due to ongoing public health concerns regarding the coronavirus pandemic, the annual meeting will again be held in a virtual meeting format only. You can find more information on the virtual annual meeting in the proxy statement and the notice of annual meeting of shareholders enclosed with this letter.

We have elected to provide access to our proxy materials by internet in accordance with the SEC's "notice and access" rules. Accordingly, on or about April 7, 2021, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials. On the date of the mailing of the Notice of Internet Availability of Proxy Materials, all shareholders of record and beneficial owners will have the ability to access all of our proxy materials at the website address set forth in the Notice of Internet Availability of Proxy Materials and in the accompanying proxy statement. These proxy materials will be available free of charge.

To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting in person. For instructions on voting, please refer to the instructions on the Notice of Internet Availability of Proxy Materials that you received in the mail or, if you received a hard copy of the proxy statement, on the accompanying proxy card. You can request to receive proxy materials by mail or email. You may vote by mail or on the internet. You will find our proxy statement, Annual Report on Form 10-K and other important information at our website: investors.firstbankonline.com.

Your vote is important. Whether you expect to attend the virtual annual meeting, it is important that your shares be represented and voted.

Christopher T. Holmes	Stuart C. McWhorter
President and Chief Executive Officer	Chairman of the Board

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

You are hereby invited to attend the 2021 annual meeting of shareholders of FB Financial Corporation.

WHEN

WHERE

RECORD DATE

ITEMS OF

BUSINESS

May 20, 2021 at 8:00 a.m. Central Time

The annual meeting will be held virtually. Please visit http://

www.meetingcenter.io/209195005 for more information.

Shareholders of record as of the close of business on March 26, 2021 will be entitled to notice of and to vote at the 2021 annual meeting of shareholders.

• Election of 14 directors to serve until the 2022 annual meeting of shareholders and until their successors have been duly elected and qualified;
• Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;
• Approval of amendments to the company's amended and restated charter to eliminate supermajority voting standards; and
• Such other business as may properly come before the meeting or any adjournment or postponement thereof

PROXY	Our proxy materials, which include the accompanying proxy statement, proxy card, and
MATERIALS	annual report on Form 10-K for the year ended December 31, 2020 are first being sent
	or made available to shareholders on or about April 7, 2021. You may access the proxy
	materials electronically under the "Stock and Filings" link on the Investor Relations
	page of our website at https://investors.firstbankonline.com/.

By Order of the Board of Directors,

Beth W. Sims

General Counsel and Corporate Secretary

April 7, 2021

Nashville, Tennessee

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TABLE OF CONTENTS

PROXY STATEMENT

2021 ANNUAL MEETING OF SHAREHOLDERS

QUESTIONS AND ANSWERS	1
PROPOSAL NO. 1 - ELECTION OF DIRECTORS	4
Board Diversity	10
CORPORATE GOVERNANCE	10
Board Composition	11
Board Leadership Structure	11
Shareholder's Agreement and Board Designation Rights	11
Director Independence	12
Board's Role in Risk Management and Oversight	12
Pledging and Hedging	17
Meetings of the Board of Directors and Committees	13
Committees of the Board	14
Director Nomination Process	15
Shareholder Nominations to the Board of Directors	15
Code of Business Conduct and Ethics	15
Corporate Governance Guidelines	16
Communications with the Board	16
Independent Compensation Consultant	16
Compensation Committee Interlocks and Insider Participation	17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	17
Loans to Officers, Directors and Affiliates	17
Related Person Transaction Policy	17
STOCK OWNERSHIP MATTERS	18
Delinquent Section 16(a) Reports	18
Security Ownership of Management and Certain Beneficial Owners	18
EXECUTIVE OFFICERS	20
EXECUTIVE COMPENSATION	21
SUMMARY COMPENSATION TABLE	21
NARRATIVE TO SUMMARY COMPENSATION TABLE	22
EQUITY COMPENSATION PLAN INFORMATION	26
DIRECTOR COMPENSATION	28
PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED	28
PUBLIC ACCOUNTING FIRM
AUDIT COMMITTEE REPORT	29
PROPOSAL NO. 3 - APPROVAL OF AMENDMENTS TO THE COMPANY'S CHARTER TO ELIMINATE	36
SUPERMAJORITY VOTING REQUIREMENTS
SUBMISSION OF SHAREHOLDER PROPOSALS	32
ADDITIONAL INFORMATION	33
OTHER MATTERS	33
APPENDIX A - PROPOSED SECOND AMENDED AND RESTATED CHARTER	A-1

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211 Commerce Street, Suite 300

Nashville, Tennessee 37201

[phone]

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS

This proxy statement is furnished by FB Financial Corporation, on behalf of its board of directors, for use at the 2021 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 7, 2021.

QUESTIONS AND ANSWERS

1. Who is asking for my vote?

1. Our board of directors is soliciting the enclosed proxy for its use at the annual meeting.

1. How do I participate in the 2021 annual meeting?

1. For the second consecutive year, the annual meeting will be conducted exclusively virtually at the annual meeting website: http://www.meetingcenter.io/209195005. The password for the meeting is FBK2021. If you are a shareholder on the record date for the annual meeting, you will also be able to vote your shares during the annual meeting webcast. To participate in the annual meeting, you will need to review the information included on your notice, on your proxy card, or on the instructions that accompanied your proxy materials. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below if you wish to vote your shares at the annual meeting. All shareholders, regardless of number of shares owned, resources, or physical location, will be able to participate at the virtual annual meeting.

1. How do I register to attend the annual meeting virtually on the internet?

1. Anyone can attend the annual meeting by visiting the annual meeting website at http:// www.meetingcenter.io/209195005 and entering the password for the meeting: FBK2021. Registration in advance is not required to attend the meeting; however, in order to vote at the annual meeting, you must be a shareholder on the record date. Additionally, if you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), and you wish to vote at the annual meeting, please follow the instructions on the notice or proxy card that you received. If you hold your shares through an intermediary, such as a bank or broker, and you wish to vote at the annual meeting, you must register in advance. To register to vote at the annual meeting online you must submit proof of your proxy power (legal proxy) reflecting your FB Financial holdings along with your name and email address to Computershare. Requests for registration must be labeled as "Legal Proxy" and be received no later than 4:00 p.m. Central Time / 5:00 p.m. Eastern Time on May 16, 2021. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us by forwarding the email from your broker, or attaching an image of your legal proxy, to [e-mail].

1. What if I have trouble accessing the annual meeting virtually?

1. The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that internet explorer is no longer supported. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call [phone] or [phone].

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