FB FINANCIAL CORP, DEF 14A filed on 4/6/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name FB FINANCIAL CORPORATION
Entity Central Index Key 0001649749
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based on:
Year
Summary compensation on Table Total for PEO ($) (1)
Compensation Actually Paid to PEO ($) (2)
Average Summary Compensation on Table Total for Non-PEO Named Executive Officers ($) (3)
Average Compensation on Actually Paid to Non-PEO Named Executive Officers ($) (4)
Total Shareholder Return (5)
Peer Group Total Shareholder Return (6)
Net Income ($) (7)
Adjusted EPS (non-GAAP) ($) (8)
20253,766,4035,626,2991,328,8221,562,988169153122,622,0003.99
20243,946,9125,625,0521,289,3471,696,537137151116,035,0003.40
20232,960,0863,449,555892,122999,961106130120,224,0003.01
20222,040,0821,195,017698,529537,86895128124,555,0002.92
20212,682,8823,315,3071,035,2411,347,718113137190,285,0003.76
        
Company Selected Measure Name Adjusted EPS        
Named Executive Officers, Footnote
(1) The amounts reported in this column reflect the total compensation reported for Christopher T. Holmes, President and Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to Compensation of Executive Officers - Summary Compensation Table.
(3) The amounts in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Christopher T. Holmes's, who has served as our President and CEO since 2013) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Holmes) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Michael M. Mettee, Travis K. Edmondson, Aimee T. Hamilton and Scott J. Tansil ; (ii) for 2024, Michael M. Mettee, Travis K. Edmondson, R. Wade Peery and Mark E. Hickman; (iii) for 2023, Michael M. Mettee, R. Wade Peery, Travis K. Edmondson and Mark E. Hickman; (iv) for 2022, Michael M. Mettee, Travis K. Edmondson, Aimee T. Hamilton, and R. Wade Peery; and (v) for 2021, Michael M. Mettee, J. Gregory Bowers, Travis K. Edmondson, and Wilburn J. Evans. Note that the average equity calculations for fiscal year 2022 is incorporating a pro- rata equity grant for Aimee T. Hamilton awarded under the LTIP related to the Company's performance in 2021 based on her November 2021 start date with the Company. 		       
Peer Group Issuers, Footnote TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the S&P 500 Banks Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K.        
PEO Total Compensation Amount $ 3,766,403 $ 3,946,912 $ 2,960,086 $ 2,040,082 $ 2,682,882
PEO Actually Paid Compensation Amount $ 5,626,299 5,625,052 3,449,555 1,195,017 3,315,307
Adjustment To PEO Compensation, Footnote
(2) The amounts reported in this column represent the amount of Compensation Actually Paid to Christopher T. Holmes, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Christopher T. Holmes during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Christopher T. Holmes's Total compensation for each year to determine the Compensation Actually Paid:

YearReported Summary
Compensation
Table Total for PEO
($)
Reported Value of
Equity Awards
($) (a)
Aggregate
Equity Award
Adjustments
($) (b)
Reported Change in
the Actuarial Present
Value of Pension
Benefits
($)		Aggregate
Pension Benefit
Adjustments
($)		Compensation
Actually Paid
to PEO
20253,766,403(1,650,039)3,509,935——5,626,299
20243,946,912(1,500,006)3,178,146——5,625,052
20232,960,086(1,830,028)2,319,497——3,449,555
20222,040,082(1,250,008)404,943——1,195,017
20212,682,882(1,250,078)1,882,503——3,315,307
(a) The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. Reported fair values and changes in fair values of equity awards are calculated in accordance with FASB ASC Topic 718 under U.S. GAAP and incorporates probable vesting outcome for PSUs based upon the Company's performance to date and projections as measured under the LTIP for each respective period. Refer to additional discussion under subheading "Compensation Discussion and Analysis - 2025 Long Term Equity Incentive Grants".The amounts deducted or added in calculating the equity award adjustments are as follows:
YearYear End Fair
Value of Equity
Awards
($)		Year Over Year
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards
($)		Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year
($)		Year Over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Years
that Vested in the
Year
($)		Fair Value at the
End of the Prior
Year of Equity
Awards that
Failed to Meet
Vesting
Conditions in the
Year
($)		Value of Dividends or
other Earnings Paid
on Stock or Option
Awards not
Otherwise Reflected
in Fair Value or Total
Compensation
($)		Aggregate
Equity Award
Adjustments
($)
20252,258,4021,375,246—(123,713)——3,509,935
20242,159,4351,117,317—(98,607)——3,178,146
20231,820,370504,004—(4,877)——2,319,497
2022613,379(203,874)—(4,563)——404,943
20211,153,899550,600—178,003——1,882,503
        
Non-PEO NEO Average Total Compensation Amount $ 1,328,822 1,289,347 892,122 698,529 1,035,241
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,562,988 1,696,537 999,961 537,868 1,347,718
Adjustment to Non-PEO NEO Compensation Footnote
(4) The amounts in this column represent the average amount of Compensation Actually Paid to the NEOs as a group (excluding Mr. Holmes), as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Holmes) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Holmes) for each year to determine the average Compensation Actually Paid, using the same methodology described above in Footnote 2:

YearAverage Reported
Summary
Compensation Table
Total for Non-PEO
NEOs
($)		Average Reported Value of
Equity Awards
($)		Average
Equity Award
Adjustments
($) (a)		Average Reported Change in
the Actuarial Present
Value of Pension
Benefits
($)		Average Pension Benefit
Adjustments
($)		Average
Compensation
Actually Paid to
Non-PEO NEOs
20251,328,822(437,560)671,726——1,562,988
20241,289,347(365,790)772,980——1,696,537
2023892,122(405,658)513,497——999,961
2022698,529(213,656)52,995——537,868
20211,035,241(320,037)632,514——1,347,718

(a) The amounts deducted or added in calculating the average equity award adjustments are as follows:

YearAverage Year
End Fair Value
of Equity
Awards
($)		Year Over Year
Average Change
in Fair Value of
Outstanding and
Unvested Equity
Awards
($)		Average Fair
Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year
($)		Year Over Year
Average Change
in Fair Value of
Equity Awards
Granted in Prior
Years that Vested
in the Year
($)		Average Fair
Value at the End
of the Prior Year
of Equity Awards
that Failed to
Meet Vesting
Conditions in the
Year
($)		Average Value of
Dividends or other
Earnings Paid on
Stock or Option
Awards not
Otherwise Reflected
in Fair Value or Total
Compensation
($)		Total Average
Equity Award
Adjustments
($)
2025479,106211,887—(19,267)——671,726
2024526,598257,364—(10,982)——772,980
2023453,27262,424—(2,198)——513,497
2022123,085(71,563)—1,473——52,995
2021311,884103,162—217,467——632,514
        
Compensation Actually Paid vs. Total Shareholder Return
The following graphs provide visual representations of the relationship between both the CAP of our PEO and Non-PEO NEOs and our (i) TSR, (ii) net income, and (iii) company-selected metric, Adjusted EPS. An additional graph depicts the relationship between the Company's TSR and a peer group TSR. CAP is influenced by numerous factors, including, but not limited to, the timing of new equity grants and outstanding award vesting, share price volatility during the fiscal year, mix of performance metrics, and other factors.
9021 		       
Compensation Actually Paid vs. Net Income
The following graphs provide visual representations of the relationship between both the CAP of our PEO and Non-PEO NEOs and our (i) TSR, (ii) net income, and (iii) company-selected metric, Adjusted EPS. An additional graph depicts the relationship between the Company's TSR and a peer group TSR. CAP is influenced by numerous factors, including, but not limited to, the timing of new equity grants and outstanding award vesting, share price volatility during the fiscal year, mix of performance metrics, and other factors.
9024 		       
Compensation Actually Paid vs. Company Selected Measure
The following graphs provide visual representations of the relationship between both the CAP of our PEO and Non-PEO NEOs and our (i) TSR, (ii) net income, and (iii) company-selected metric, Adjusted EPS. An additional graph depicts the relationship between the Company's TSR and a peer group TSR. CAP is influenced by numerous factors, including, but not limited to, the timing of new equity grants and outstanding award vesting, share price volatility during the fiscal year, mix of performance metrics, and other factors.
9039 		       
Total Shareholder Return Vs Peer Group
The following graphs provide visual representations of the relationship between both the CAP of our PEO and Non-PEO NEOs and our (i) TSR, (ii) net income, and (iii) company-selected metric, Adjusted EPS. An additional graph depicts the relationship between the Company's TSR and a peer group TSR. CAP is influenced by numerous factors, including, but not limited to, the timing of new equity grants and outstanding award vesting, share price volatility during the fiscal year, mix of performance metrics, and other factors.
9042 		       
Total Shareholder Return Amount $ 169 137 106 95 113
Peer Group Total Shareholder Return Amount 153 151 130 128 137
Net Income (Loss) $ 122,622,000 $ 116,035,000 $ 120,224,000 $ 124,555,000 $ 190,285,000
Company Selected Measure Amount 3.99 3.40 3.01 2.92 3.76
PEO Name Christopher T. Holmes        
Additional 402(v) Disclosure Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. “Measurement period” is defined as: for 2021, the one-year period from market close December 31, 2020 through December 31, 2021; for 2022, the two-year period from market close on December 31, 2020 through December 31, 2022; for 2023, the three-year period from market close December 31, 2020 through
December 31, 2023; for 2024 the four-year period from market close December 31, 2020 through December 31, 2024; and for 2025 the five-year period from market close December 31, 2020 through December 31, 2025.
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. 		       
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted net income applicable to FB Financial Corporation (non-GAAP)        
Non-GAAP Measure Description For each applicable year, Adjusted EPS (non-GAAP) is defined as that year's adjusted net income available to common shareholders divided by weighted average common shares outstanding on a fully diluted basis. This metric is used by the Compensation committee as the primary performance metric within the STIP. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company's compensation programs, the Company has determined that Adjusted EPS is the financial performance measure that, in the Company's assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link CAP to the Company's NEOs, for the most recently completed fiscal year, to Company performance. For non-GAAP reconciliation information, see Appendix B.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted EPS (non-GAAP)        
Measure:: 3          
Pay vs Performance Disclosure          
Name Core ROATCE - LTIP (non-GAAP)        
Measure:: 4          
Pay vs Performance Disclosure          
Name Adjusted TBV        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
PEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,650,039) (1,500,006) (1,830,028) (1,250,008) (1,250,078)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,509,935 3,178,146 2,319,497 404,943 1,882,503
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 2,258,402 2,159,435 1,820,370 613,379 1,153,899
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 1,375,246 1,117,317 504,004 (203,874) 550,600
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards (123,713) (98,607) (4,877) (4,563) 178,003
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0 0 0 0 0
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (437,560) (365,790) (405,658) (213,656) (320,037)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 671,726 772,980 513,497 52,995 632,514
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 479,106 526,598 453,272 123,085 311,884
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 211,887 257,364 62,424 (71,563) 103,162
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0 0 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards (19,267) (10,982) (2,198) 1,473 217,467
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0 0 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards $ 0 $ 0 $ 0 $ 0 $ 0
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Our policy is to make grants of equity-based compensation only at current market prices. Absent special circumstances, it is our policy to make the majority of equity grants at a regularly scheduled meeting of our Compensation Committee. However, we may make a small percentage of grants at other times throughout the year, generally once per quarter for actions such as the hiring or promotion of an executive officer, special retention circumstances, or merger and acquisition activity.

We try to make equity-based grants at times when they will not be influenced by scheduled releases of information. Grants of equity-based awards primarily have grant dates corresponding to regularly scheduled meetings of the Compensation Committee in the early part of the fiscal year. For years following fiscal year 2021, we chose a February meeting of the Compensation Committee. This date allowed time for performance reviews following the determination of corporate financial performance for the previous year. We seek to make grants when our financial results have already become public, and when there is little potential for abuse of material non-public information in connection with equity-based grants. We believe we minimize the influence of our disclosures of non-public information on the long-term incentives by selecting meeting dates well in advance which fall several days or weeks after we report our financial results, and by setting the initial vesting periods at least one year from the date of grant. We follow the same procedures regarding the timing of grants to our NEOs as we do for all other participants.
Award Timing Method
We try to make equity-based grants at times when they will not be influenced by scheduled releases of information. Grants of equity-based awards primarily have grant dates corresponding to regularly scheduled meetings of the Compensation Committee in the early part of the fiscal year. For years following fiscal year 2021, we chose a February meeting of the Compensation Committee. This date allowed time for performance reviews following the determination of corporate financial performance for the previous year. We seek to make grants when our financial results have already become public, and when there is little potential for abuse of material non-public information in connection with equity-based grants. We believe we minimize the influence of our disclosures of non-public information on the long-term incentives by selecting meeting dates well in advance which fall several days or weeks after we report our financial results, and by setting the initial vesting periods at least one year from the date of grant. We follow the same procedures regarding the timing of grants to our NEOs as we do for all other participants.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered
Our policy is to make grants of equity-based compensation only at current market prices. Absent special circumstances, it is our policy to make the majority of equity grants at a regularly scheduled meeting of our Compensation Committee. However, we may make a small percentage of grants at other times throughout the year, generally once per quarter for actions such as the hiring or promotion of an executive officer, special retention circumstances, or merger and acquisition activity.

We try to make equity-based grants at times when they will not be influenced by scheduled releases of information. Grants of equity-based awards primarily have grant dates corresponding to regularly scheduled meetings of the Compensation Committee in the early part of the fiscal year. For years following fiscal year 2021, we chose a February meeting of the Compensation Committee. This date allowed time for performance reviews following the determination of corporate financial performance for the previous year. We seek to make grants when our financial results have already become public, and when there is little potential for abuse of material non-public information in connection with equity-based grants. We believe we minimize the influence of our disclosures of non-public information on the long-term incentives by selecting meeting dates well in advance which fall several days or weeks after we report our financial results, and by setting the initial vesting periods at least one year from the date of grant. We follow the same procedures regarding the timing of grants to our NEOs as we do for all other participants.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true