XML 36 R2.htm IDEA: XBRL DOCUMENT v3.24.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
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)
20232,960,086 3,449,555 892,122 999,961 106 105 120,224,000 3.01 
20222,040,082 1,195,017 698,529 537,868 95 94 124,555,000 2.92 
20212,682,882 3,315,307 1,035,241 1,347,718 113 117 190,285,000 3.76 
20202,635,296 2,291,423 3,048,504 2,731,812 89 86 63,621,000 3.70 
     
Company Selected Measure Name Adjusted EPS      
Named Executive Officers, Footnote
(1) The amounts reported in this column reflect the total compensation reported for Mr. Holmes (our President and CEO) 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 Mr. Holmes, 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 2023, Michael M. Mettee, R. Wade Peery, Travis K. Edmondson and Mark E. Hickman (ii) for 2022, Michael M. Mettee, Travis K. Edmondson, Aimee T. Hamilton, and R. Wade Peery; (iii) for 2021, Michael M. Mettee, J. Gregory Bowers, Travis K. Edmondson, and Wilburn J. Evans; and (iv) for 2020, Michael M. Mettee and Wilburn J. Evans. Note that the average equity calculations for fiscal year 2022 is incorporating a pro- rata equity grant for Ms. 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, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, 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 $ 2,960,086 $ 2,040,082 $ 2,682,882 $ 2,635,296
PEO Actually Paid Compensation Amount $ 3,449,555 1,195,017 3,315,307 2,291,423
Adjustment To PEO Compensation, Footnote
(2) The amounts reported in this column represent the amount of Compensation Actually Paid to Mr. 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 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 Mr. Holmes' 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
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 
20202,635,296 (969,993)626,120 — — 2,291,423 
(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 - 2022 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
($)
Aggregate
Equity Award
Adjustments
($)
20231,820,370 504,004 — (4,877)— — 2,319,497 
2022613,379 (203,874)— (4,563)— — 404,943 
20211,153,899 550,600 — 178,003 — — 1,882,503 
2020930,347 (100,033)— (204,194)— — 626,120 
     
Non-PEO NEO Average Total Compensation Amount $ 892,122 698,529 1,035,241 3,048,504
Non-PEO NEO Average Compensation Actually Paid Amount $ 999,961 537,868 1,347,718 2,731,812
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
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 
20203,048,504 (187,521)(129,171)— — 2,731,812 

(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
($)
2023453,272 62,424 — (2,198)— — 513,497 
2022123,085 (71,563)— 1,473 — — 52,995 
2021311,884 103,162 — 217,467 — — 632,514 
2020210,047 (314,867)— (24,351)— — (129,171)
     
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.
8861
     
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.
8864
     
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.
8879
     
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.
8882
     
Total Shareholder Return Amount $ 106 95 113 89
Peer Group Total Shareholder Return Amount 105 94 117 86
Net Income (Loss) $ 120,224,000 $ 124,555,000 $ 190,285,000 $ 63,621,000
Company Selected Measure Amount 3.01 2.92 3.76 3.70
PEO Name Mr. 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 2020, the one-year period from market close December 31, 2019 through December 31, 2020; for 2021, the two-year period from market close on December 31, 2019 through December 31, 2021; for 2022, the three-year period from market close December 31, 2019 through December 31, 2022; and for 2023 the four-year period from market close December 31, 2019 through December 31, 2023.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 PPNR (non-GAAP)      
Measure:: 4        
Pay vs Performance Disclosure        
Name Core ROATCE - LTIP (non-GAAP)      
PEO | Equity Awards, Reported Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (1,830,028) $ (1,250,008) $ (1,250,078) $ (969,993)
PEO | Equity Award Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,319,497 404,943 1,882,503 626,120
PEO | Pension Benefits, Change in Actuarial Present Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Pension Benefits Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Equity Awards Granted During the Year, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 1,820,370 613,379 1,153,899 930,347
PEO | Equity Awards Granted in Prior Years, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 504,004 (203,874) 550,600 (100,033)
PEO | Equity Awards Granted During the Year, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 0 0 0 0
PEO | Equity Awards Granted in Prior Years, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards (4,877) (4,563) 178,003 (204,194)
PEO | Equity Awards that Failed to Meet Vesting Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 0 0 0 0
PEO | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 0 0 0 0
Non-PEO NEO | Equity Awards, Reported Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (405,658) (213,656) (320,037) (187,521)
Non-PEO NEO | Equity Award Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 513,497 52,995 632,514 (129,171)
Non-PEO NEO | Pension Benefits, Change in Actuarial Present Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Pension Benefits Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Equity Awards Granted During the Year, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 453,272 123,085 311,884 210,047
Non-PEO NEO | Equity Awards Granted in Prior Years, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 62,424 (71,563) 103,162 (314,867)
Non-PEO NEO | Equity Awards Granted During the Year, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 0 0 0 0
Non-PEO NEO | Equity Awards Granted in Prior Years, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards (2,198) 1,473 217,467 (24,351)
Non-PEO NEO | Equity Awards that Failed to Meet Vesting Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 0 0 0 0
Non-PEO NEO | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards $ 0 $ 0 $ 0 $ 0