Dear Shareholder:

You are cordially invited to attend the 20172018 annual meeting of shareholders, which will be held on Thursday, May 25, 201724, 2018 at 9:30 a.m. Central Time at the main office of Franklin Synergy Bank in the Musgrove Auditorium, which is located at 722 Columbia Avenue, Franklin, Tennessee 37064.

The notice and proxy statement on the following pages contain details concerning the business to come before the meeting.

We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules.rules again this year. We believe that providing our proxy materials over the Internet increases the ability of our shareholders to connect with the information they need, while reducing the environmental impact of our annual meeting and the cost to the Company associated with the physical printing and mailing of proxy materials.

Regardless of whether you plan to attend the 20172018 annual meeting in person, please vote and submit your proxy as soon as possible via the Internet, by telephone, or if you have requested to receive printed proxy materials, by mailing a proxy or voting instruction card enclosed with those materials. This will not prevent you from voting in person at the meeting, but will help to secure a quorum and avoid added solicitation costs. If you decide later to attend the meeting, you may withdraw your proxy at any time and vote your shares in person.

By Order of the Board of Directors

RICHARD E. HERRINGTON

President and Chief Executive Officer

NOTICE OF 20172018 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, MAY 25, 201724, 2018

To the Shareholders of Franklin Financial Network, Inc.:

NOTICE IS HEREBY GIVEN that we will hold the 20172018 annual meeting of shareholders of Franklin Financial Network, Inc., a Tennessee corporation (“FFN” or the “Company”), on Thursday, May 25, 201724, 2018 at 9:30 a.m. Central Time, at the main office of Franklin Synergy Bank in the Musgrove Auditorium, which is located at 722 Columbia Avenue, Franklin, Tennessee 37064. The 20172018 annual meeting is being held for the following purposes:

1. To elect eightnine directors to serve on our board of directors for aone-year term; and

2. To approve an amendment to our Charter, as amended, to increase the authorized shares of our common stock, no par value, from 20,000,000 to 30,000,000;

3. To approve and adopt the Franklin Financial Network, Inc. 2017 Omnibus Equity Incentive Plan; and

4. To ratify the selection of Crowe Horwath LLP as our independent auditor for 2017.2018.

Shareholders also will transact any other business that properly comes before the 20172018 annual meeting of shareholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS 1 THROUGH 4.AND 2.

Only shareholders of record as of the close of business on March 31, 2017April 6, 2018 will be entitled to notice of and to vote at the 20172018 annual meeting of shareholders and any adjournment thereof.

We are mailing a Notice of Internet Availability of Proxy Materials to many of our shareholders instead of paper copies of our proxy statement and our annual report. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how shareholders can receive a paper copy of our proxy materials, including the proxy statement, our 20162017 Annual Report and proxy card.

We hope that you will be able to attend the meeting. We ask, however, whether or not you plan to attend the meeting that you vote as soon as possible. Promptly voting will help ensure that the greatest number of shareholders are present whether in person or by proxy. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card enclosed with those materials. Please review the instructions on each of your voting options described in the proxy statement, as well as in the Notice you received in the mail.

If you attend the annual meeting in person, you may revoke your proxy at the annual meeting and vote your shares in person. You may revoke your proxy at any time before the proxy is exercised. Should you desire to revoke your proxy, you may do so as provided in the accompanying proxy statement.

By Order of the Board of Directors

RICHARD E. HERRINGTON

President and Chief Executive Officer

April 14, 201713, 2018

Franklin, Tennessee

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL SHAREHOLDER MEETING

TO BE HELD ON MAY 25, 2017:24, 2018:

The Notice of Internet Availability of Proxy Materials, Notice of Meeting and

Proxy StatementStatements are available free of charge at: www.envisionreports.com/FSB

TABLE OF CONTENTS

(i)

(ii)

		722 COLUMBIA AVENUE Franklin, TN 37064   phone (615)236-2265 fax (615)236-8399

PROXY STATEMENT FOR

20172018 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, MAY 25, 201724, 2018

We are delivering these proxy materials to solicit proxies on behalf of the board of directors of Franklin Financial Network, Inc., for the annual meeting of shareholders to be held on Thursday, May 25, 2017,24, 2018, beginning at 9:30 a.m. Central Time, at the main office of Franklin Synergy Bank in the Musgrove Auditorium, which is located at 722 Columbia Avenue, Franklin, Tennessee 37064.

We first mailed the Notice of Internet Availability of Proxy Materials to our shareholders on or about April 14, 2017.13, 2018.

Unless the context otherwise indicates, any reference in this proxy statement to “Franklin Financial,” “our company,” “the company,” “us,” “we” and “our” refers to Franklin Financial Network, Inc. together with its consolidated subsidiaries (including Franklin Synergy Bank), any reference to “FFN” refers to Franklin Financial Network, Inc. only and any reference to “FSB” or the “Bank” refers to our banking subsidiary, Franklin Synergy Bank.

At the meeting, our shareholders will vote on proposals to (1) elect eightnine directors to serve on our board of directors for aone-year term; (2) approve an amendment to our Charter, as amended, to increase the authorized shares of our common stock, no par value, from 20,000,000 to 30,000,000; (3) approve and adopt the Franklin Financial Network, Inc. 2017 Omnibus Equity Incentive Plan; and (4)(2) ratify the selection of Crowe Horwath LLP as our independent auditor for 2017.2018. The proposals are set forth in the accompanying Notice of 20172018 Annual Meeting of Shareholders and are described in more detail in this proxy statement. Shareholders also will transact any other business, not known or determined at the time of this proxy solicitation that properly comes before the 20172018 annual meeting of shareholders, although our board of directors knows of no such other business to be presented.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS 1 THROUGH 4.AND 2.

When you submit your proxy by executing and returning the enclosed proxy card, you will authorize the proxy holders—Richard E. Herrington, Sarah L. Meyerrose and Mandy M. Garland—to vote as proxy all your shares of common stock and otherwise to act on your behalf at the 20172018 annual meeting of shareholders and any adjournment thereof, in accordance with the instructions set forth therein. These persons also will have discretionary authority to vote your shares on any other business that properly comes before the meeting. They also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any adjournment of the meeting.

QUESTIONS AND ANSWERS ABOUT THE 20172018 ANNUAL MEETING OF SHAREHOLDERS

Why did I receive aone-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company will use the Internet as the primary means of furnishing proxy materials to shareholders again this year. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the complete proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings and the cost to the Company associated with the physical printing and mailing of materials.

What is the purpose of the 20172018 annual meeting?

At the 20172018 annual meeting, shareholders will act upon the following matters:

1. To elect eightnine directors to serve on our board of directors for aone-year term; and

2. To approve an amendment to our Charter, as amended, to increase the authorized shares of our common stock, no par value, from 20,000,000 to 30,000,000;

3. To approve and adopt the Franklin Financial Network, Inc. 2017 Omnibus Equity Incentive Plan; and

4. To ratify the selection of Crowe Horwath LLP as our independent auditor for 2017.2018.

Shareholders also will transact any other business, not known or determined at the time of this proxy solicitation, that properly comes before the 20172018 annual meeting of shareholders, although our board of directors knows of no such other business to be presented.

Who is entitled to vote?

Only shareholders of record at the close of business on March 31, 2017,April 6, 2018, the record date for the 20172018 annual meeting, are entitled to receive notice of the 20172018 annual meeting and to vote the shares of common stock that they held on that date at the 20172018 annual meeting. Each outstanding share of common stock entitles its holder to cast one vote on each matter to be voted on at the 20172018 annual meeting.

What constitutes a quorum?

The presence at the 20172018 annual meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum.

As of March 31, 2017,April 6, 2018, there were 13,064,11014,228,430 shares of common stock outstanding. Shares held by shareholders present at the 20172018 annual meeting in person or represented by proxy who elect to abstain from voting nonetheless will be included in the calculation of the number of shares considered present at the 20172018 annual meeting.

What happens if a quorum is not present at the 20172018 annual meeting?

If a quorum is not present at the scheduled time of the meeting, the holders of a majority of the shares of common stock present in person or represented by proxy at the meeting may adjourn the meeting to another place, date, or time until a quorum is present. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.

May I vote my shares in person at the annual meeting?

Yes. You may vote your shares at the annual meeting if you attend in person, even if you previously submitted a proxy card or voted by Internet or telephone. Whether or not you plan to attend the annual meeting in person, however, in order to assist us in tabulating votes at the annual meeting, we encourage you to vote by using the Internet, telephone, or, if applicable, by returning a proxy card.

How do I vote before the annual meeting?

Before the annual meeting, you may vote your shares in one of the following three ways: (1) via the Internet by following the instructions provided in the Notice, (2) by mail, if you requested printed copies of the proxy materials, by filling out the form of proxy card and sending it back in the envelope provided, or (3) by telephone, if you requested printed copies of the proxy materials, by calling the toll free number found on the proxy card. If you requested printed copies of the proxy materials, and properly sign and return your proxy card and return it in the prepaid envelope, your shares will be voted as you direct.

Please use only one of the three ways to vote. If you hold shares in the name of a broker, your ability to vote those shares by Internet or telephone depends on the voting procedures used by your broker, as explained below.

How do I vote if my broker holds my shares in “street name”?

If your shares are held in a brokerage account in the name of your bank or broker (this is called “street name”), your bank or broker will send you the Notice. Many (but not all) brokerage firms and banks participate in a program provided through Broadridge Financial Solutions, Inc. that offers Internet and telephone voting options. If you do not give instructions to your nominee, it will nevertheless be entitled to vote your shares on “discretionary” items but will not be permitted to do so on“non-discretionary” items. ProposalsProposal 1 and 3 areis anon-discretionary itemsitem for which a nominee will not have discretion to vote in the absence of voting instructions from you. However, ProposalsProposal 2 and 4 areis a discretionary itemsitem on which your nominee will be entitled to vote your shares even in the absence of instructions from you.

Can I change my mind and revoke my proxy?

Yes. To revoke a proxy given pursuant to this solicitation, you must:

What are the Board’s recommendations?

Our board of directors unanimously recommends that you vote:

3.

“FOR” the approval and adoption of the Franklin Financial Network, Inc. 2017 Omnibus Equity Incentive Plan; and

What happens if I do not specify how my shares are to be voted?

If you sign and return your proxy card or complete the telephone or Internet voting procedures but do not specify how you want to vote your shares, your shares will be voted “FOR” each of Proposals 1 through 4.and 2.

Will any other business be conducted at the 20172018 annual meeting?

As of the date hereof, our board of directors knows of no business that will be presented at the annual meeting other than the proposals described in this proxy statement. If any other business is properly brought before the 20172018 annual meeting, the proxy holders will vote your shares in accordance with their best judgment.

What vote is required to approve each item?

How will Abstentions and BrokerNon-Votes be Treated?

You do not have the option of abstaining from voting on Proposal 1, but you may abstain from voting on Proposals 2 through 4.Proposal 2. With respect to Proposal 1, because the directors are elected by a plurality vote, an abstention will have no effect on the outcome of the vote and, therefore, is not offered as a voting option on the proposal. In the case of an abstention on ProposalsProposal 2, through 4, your shares of common stock would be included in the number of shares of common stock considered present at the meeting for the purpose of determining whether there is a quorum but will not be voted on those proposals.this proposal. Therefore, abstentions will have no effect on whether Proposals2-4 areProposal 2 is approved so long as a quorum is present.

Brokernon-votes occur when a brokerage firm, bank, or other nominee does not vote shares that it holds in “street name” on behalf of the beneficial owner because the beneficial owner has not provided voting instructions to the nominee with respect to anon-discretionary item. ProposalsProposal 1 and 3 areis anon-discretionary itemsitem for which

a nominee will not have discretion to vote in the absence of voting instructions from you. However, ProposalsProposal 2 and 4 areis a discretionary itemsitem on which your nominee will be entitled to vote your shares of common stock even in the absence of instructions from you. Accordingly, it is possible for there to be brokernon-votes with respect to Proposals 1and 3,Proposal 1, but there will not be brokernon-votes with regard to Proposals 2 and 4.Proposal 2. In the case of a brokernon-vote, your shares of common stock would be included in the number of shares of common stock considered present at the meeting for the purpose of determining whether there is a quorum. A brokernon-vote, being shares of common stock not entitled to vote, would not have any effect on the outcome of the vote on Proposals 1 and 3.Proposal 1.

How can I find the voting results of the annual meeting?

We will include the voting results in a Current Report on Form8-K, which we will file with the SEC no later than four business days following the completion of the annual meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our common stock as of March 31, 2017,April 6, 2018, unless otherwise indicated, for (i) each person known by us to beneficially own more than five percent of our common stock in accordance with Rule13d-3 under the Securities Exchange Act of 1934, as amended; and (ii) each of our directors; each of our director nominees; each of our named executive officers; and all of our executive officers and directors as a group.

Beneficial ownership for the purposes of the following table is determined in accordance with rules and regulations of the SEC and generally includes any shares over which a person exercises sole or shared voting and/or investment power. Shares of common stock subject to options and restricted stock and warrants currently exercisable or exercisable within 60 days are deemed outstanding for purposes of computing the percentage ownership of the person holding the options or warrantsrestricted stock but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Except as otherwise indicated, we believe the beneficial owners of the common stock listed below, based on information furnished by them, have sole voting and investment power with respect to the number of shares listed opposite their names.

Unless otherwise indicated, the address of each of the individuals named in the table below under “Named Executive Officers, Directors and Director Nominees” is c/o Franklin Financial Network, Inc., 722 Columbia Avenue, Franklin, Tennessee 37064.

(4)(5)

Includes 39,30034,800 shares of our outstanding common stock beneficially owned by Mr. Brockman. Also includes 10,125 shares of common stock held by Mr. Brockman’s spouse, and 20,57023,440 shares of common stock issuable upon the exercise of options exercisable on March 31, 2017April 6, 2018 or within 60 days thereafter.

(5)(6)

Includes 21,000 shares of our outstanding common stock beneficially owned by Mr. Cross jointly. Also includes 11,19516,040 shares of common stock issuable upon the exercise of options exercisable on March 31, 2017April 6, 2018 or within 60 days thereafter.

(6)(7)

Includes 152,610200,069 shares of our outstanding common stock beneficially owned by Mr. Herrington. Also includes 52,000 shares held by Mr. Herrington’s spouse, 57,300 shares of common stock beneficially owned by Mr. Herrington jointly, and 124,081104,091 shares of common stock issuable upon the exercise of options exercisable on March 31, 2017April 6, 2018 or within 60 days thereafter. Mr. Herrington also has 2,0942,605 shares of restricted stock vesting on March 31, 2017April 6, 2018 or within 60 days thereafter, 4,8453,777 shares of unvested restricted stock of which he as the right to vote, and 6,1406,440 shares of common stock held in our 401(k) Plan.

(7)(8)

Includes 144,855151,605 shares of our outstanding common stock beneficially owned by Dr. Kemp. Also includes 140,756 shares held by Dr. Kemp’s spouse, 21,820and 22,940 shares of common stock issuable upon the exercise of options exercisable on March 31, 2017April 6, 2018 or within 60 days thereafter.

(8)(9)

Includes 7,85513,249 shares of our outstanding common stock beneficially owned by Mr. McDaniel and 21,67929,032 shares of common stock issuable upon the exercise of options exercisable on March 31, 2017April 6, 2018 or within 60 days thereafter. Mr. McDaniel also has 1,22329,032 shares of restricted stock vesting on March 31, 2017April 6, 2018 or within 60 days thereafter, 3,032 shares of unvested restricted stock of which he has the right to vote, and 1,6371,946 shares of common stock held in our 401(k) Plan.

(9)(10)

Includes 58,002 shares of our common stock beneficially owned by Dr. Patel. Also includes 46,402 shares held by Dr. Patel’s spouse. Also includes options to purchase 45,153 shares of our common stock in connection with the merger of Civic with and into the Bank.

(11)	Includes 10,000 shares of our outstanding common stock beneficially owned by Mr. Pratt. Also includes 21,82023,440 shares of common stock issuable upon the exercise of options exercisable on March 31, 2017April 6, 2018 or within 60 days thereafter.

(10)(12)

Includes 3,533 shares of our common stock beneficially owned by Ms. Stephens. Also includes 11,19519,565 shares of common stock issuable upon the exercise of options exercisable on March 31, 2017April 6, 2018 or within 60 days thereafter.

(11)(13)

Includes 9,625 shares of our outstanding common stock beneficially owned by Ms. Sullivan. Also includes 10,74519,115 shares of common stock issuable upon the exercise of options exercisable on March 31, 2017April 6, 2018 or within 60 days thereafter.

(12)(14)

Includes 72,26266,696 shares of our outstanding common stock beneficially owned by Mr. Waldron. Also includes 2,771 shares of common stock held by Mr. Waldron’s spouse and 1,7005,525 shares of common stock issuable upon the exercise of options exercisable on March 31, 2017April 6, 2018 or within 60 days thereafter.

(13)(15)

Includes 160499 shares of our outstanding common stock beneficially owned by Mr. Wynd. Also includes 1,033226 shares of our common stock held by his children, and 3,159 shares of common stock issuable upon the exercise of options exercisable on March 31, 2017April 6, 2018 or within 60 days thereafter.

Section 16(a) Beneficial Ownership Reporting Compliance

The federal securities laws require our directors and executive officers and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our securities. Based solely on our review of the copies of these forms received by us or representations from reporting persons, we believe that SEC beneficial ownership reporting requirements for 20162017 were met, with the exception of one late Form 4 for J. Myers Jones, III, Executive Vice President and Chief Credit Officer of the following late reports in 2016:Bank, for a purchase of our common stock made by his wife on August 31, 2017.

CORPORATE GOVERNANCE

Director Independence

Our amended and restated bylaws require our board of directors to have not less than five directors nor more than 25 directors. The board of directors may determine the number of directors from time to time by the vote of the majority of the whole board. The size of the FFN board of directors is currently set at nine directors. The Tennessee Banking Act and the bylaws of the Bank require the Bank to have a board of directors consisting of not less than five nor more than 25 members. Each of the directors of the Bank during his or her whole term of service must be a citizen of the United States. A majority of the Bank’s directors must reside either within the State of Tennessee or within 100 miles of the location of any branch for at least one year immediately preceding their election and during the entire term of their service as directors. The board of directors of the Bank is currently set at twelve directors.

Under the rules of the New York Stock Exchange (“NYSE”), the national securities exchange on which our common stock is listed, independent directors must comprise a majority of our board of directors. The rules of the NYSE, as well as those of the SEC, also impose several other requirements with respect to the independence of our directors. Our board of directors has undertaken a review of the independence of each director based upon these rules. Applying these standards, our board of directors has affirmatively determined that Mr.Dr. Patel, Messrs. Allen, Waldron and Wynd, Ms. Stephens and Ms. Sullivan Mr. Waldron and Mr. Wynd qualify as independent directors under applicable rules. In making these determinations, our board of directors considered the current and prior relationships that each director and director nominee has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each director, and the transactions involving them described in the section titled “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.” In addition, in determining that Dr. Patel is independent, our board of directors considered the fact that Dr. Patel’s wife owns a small ownership interest in an entity that receives lease payments from the Company for the Bank’s branch in Nashville acquired in the Company’s merger with Civic Bank & Trust. Our board of directors determined that Dr. Patel’s wife’s interest in that entity would not interfere with Dr. Patel’s exercise of independent judgment in carrying out the responsibilities of a director.

Leadership Structure

Our board of directors meets at least annually, and the board of directors of the Bank meets at least monthly. Our board of directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the board believes that it is in the best interests of our organization to make that determination from time to time based on the position and direction of our organization and the membership of the board. The board has determined that having our Chief Executive Officer serve as Chairman of the Board is in the best interests of our shareholders at this time. This structure makes best use of the Chief Executive Officer’s extensive knowledge of our organization and the banking industry. The board views this arrangement as also providing an efficient connection between our management and the board, enabling the board to obtain information pertaining to operational matters expeditiously and enabling our Chairman to bring areas of concern before the board in a timely manner.

Committees of the Board of Directors

Our board of directors has established the following committees: an audit committee, a compensation committee and a nominating and corporate governance and nominating committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

The purpose of the audit committee is set forth in the audit committee charter and includes assisting the board of directors in overseeing:

The audit committee consists of Jimmy E. Allen, Pamela J. Stephens, Melody J. Sullivan, Gregory E. Waldron and Benjamin P. Wynd, with Ms. SullivanMr. Wynd serving as chairman. Our board has determined each of these members is an independent director under the applicable SEC rules and the NYSE listing standards for audit committee members, and Ms. Sullivan is an “audit committee financial expert” within the meaning of Item 407 of RegulationS-K. Each member of the audit committee has the ability to read and understand fundamental financial statements. The audit committee met eight times in 2017. Our board of directors has adopted a written charter under which the audit committee operates. A copy of the charter, which satisfies the applicable standards of the SEC and the NYSE, is available on our corporate website (www.franklinsynergybank.com), accessible from the “Governance Documents” link on the “Investor Relations” subpage of our website. Information from this website is not incorporated by reference into this proxy statement.

Nominating and Corporate Governance Committee

The purpose of the nominating and corporate governance committee is set forth in the nominating and corporate governance committee charter and includes:

The nominating and corporate governance committee currently consists of Jimmy E. Allen, Pamela J. Stephens, Melody J. Sullivan and Gregory E. Waldron.Waldron, with Mr. Allen serving as chairman. Our board has determined each of these members is an independent director under the applicable SEC rules and NYSE listing standards. The nominating and corporate governance committee met four times in 2017. Our board of directors has adopted a written charter under which the nominating and corporate governance committee operates. A copy of the charter, which satisfies the applicable standards of the NYSE, is available on our corporate website (www.franklinsynergybank.com), accessible from the “Governance Documents” link on the “Investor Relations” subpage of our website. Information from this website is not incorporated by reference into this proxy statement.

Compensation Committee

The purpose of the compensation committee is set forth in the compensation committee charter and includes:

The compensation committee currently consists of Jimmy E. Allen, Pamela J. Stephens, and Melody J. Sullivan.Sullivan and Benjamin P. Wynd, with Ms. Stephens serving as chair. Our board has determined each of these members is an independent director under the applicable SEC rules and NYSE listing standards. The compensation committee met four times in 2017. Our board of directors has adopted a written charter under which the compensation committee operates. A copy of the charter, which satisfies the applicable standards of the SEC and the NYSE, is available on our corporate website (www.franklinsynergybank.com), accessible from the “Governance Documents” link on the “Investor Relations” subpage of our website. Information from this website is not incorporated by reference into this proxy statement.

Board of Directors and Committee Meetings

Our board of directors met thirteen (13)13 times during 2016.2017. Each member of our board of directors attended more than 75% of the total number of meetings of our board of directors and its committees on which he or she served during 2016.2017. Members of our board of directors are encouraged to attend the 20172018 annual meeting of shareholders. A majority of the members of our board of directors attended the 20162017 annual meeting of shareholders either in person or via telephone conference.

Risk Management and Oversight

The board of directors is responsible for engaging external accounting and auditing firms to independently assess critical elements of risk. The audit committee has engaged Crowe Horwath LLP to perform the annual financial audit and render an opinion on the fairness of the financial statements. The firm of Elliott Davis Decosimo PLLC performs an annual audit of information systems and internal controls. The firm of Elliott Davis Decosimo PLLC alsoBKD, LLP performed loan review on a semi-annual andas-needed basis in 2016. For 2017, the firm of BKD, LLP will perform the loan review function.2017. Independent auditors report their findings directly to the audit committee of the board of directors.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted corporate governance guidelines, which set forth a flexible framework within which our board of directors, assisted by board committees, directs the affairs of our company. The guidelines address, among other things, the composition and functions of our board of directors, director independence, compensation of directors, management succession and review, board committees and selection of new directors.

We have adopted a code of business conduct and ethics applicable to our directors, officers and employees including specific standards and guidelines applicable to our principal executive, financial and accounting officers and all persons performing similar functions. A copy of that code, and the corporate governance guidelines, is available on our corporate website (www.franklinsynergybank.com), accessible from the “Governance Documents” link on the “Investor Relations” subpage of our website. We expect that any amendments to such code and guidelines, or any waivers of their requirements, will be disclosed on our corporate website and by other means required by the NYSE rules.

Communications with Members of the Board of Directors

The Company’s board of directors has established procedures for the Company’s shareholders and other interested parties to communicate with members of the board of directors. The board of directors has designated a lead independent director, Melody Sullivan, to preside over executive sessions of the independent members of the board of directors. Any interested party, including shareholders, may communicate with Ms. Sullivan, or any of the Company’s independent directors, by writing to such director c/o Franklin Financial Network, Inc., 722 Columbia Avenue, Franklin, Tennessee 37064.

Shareholder Nominations

Our nominating and corporate governance committee has no set procedures or policy on the selection of nominees or evaluation of shareholder recommendations and will consider these issues on acase-by-case basis. Our nominating and corporate governance committee will consider shareholder recommendations for director nominees that are properly received in accordance with our bylaws and the applicable rules and regulations of the SEC. Our nominating and corporate governance committee screens all potential candidates in the same manner. Our nominating and corporate governance committee review will typically be based on all information provided with respect to the potential candidate. Our nominating and corporate governance committee has not established specific minimum qualifications that must be met by a nominee for a position on our board of directors or specific qualities and skills for a director. Our nominating and corporate governance committee may consider the diversity of qualities and skills of a nominee, but our nominating and corporate governance committee has no formal policy in this regard. For more information, please see the section below entitled “ADDITIONAL INFORMATION.”

COMPENSATION DISCUSSION AND ANALYSIS

FFN is providing compensation disclosure that satisfies the requirements applicable to emerging growth companies, as defined in the Jumpstart Our Business Startups (JOBS) Act. FFN’s named executive officers for 2016,2017, which consist of FFN’s principal executive officer and its two other most highly compensated executive officers are:

Summary Compensation Table

The table below shows the compensation for services in all capacities FFN paid to its Chief Executive Officer and its two other most highly compensated executive officers (which are referred to as named executive officers) during the years ended December 31, 20162017 and 2015, except information for Mr. McDaniel is for 2016 only since he was not a named executive officer in 2015:2016:

Outstanding Equity Awards at FiscalYear-End

The following tables showtable shows the number of equity awards outstanding as of December 31, 20162017 for FFN’s named executive officers.

Outside Director Compensation Table for 20162017

Directors of FFN receive fees, payable quarterly, as follows: (i) each director receives $8,000$12,000 per year as compensation for service as a member of the board of directors of FFN; (ii) audit, nominating and corporate

governance, compensation and compensationboard regulatory committee chairpersons receive an additional $3,000$4,000 per year as compensation for serving as chairpersons of each such committee; and (iii) the Chairman of the Board receives an additional $4,000$5,000 as compensation for serving as chairman. Directors of the BankFSB receive fees for monthly board meetings. The board of directors of FFN meets at least once per year,monthly, and the board of directors of the BankFSB meets monthly.

There is standard medical and disability insurance for officers and employees similar to other banking institutions in the area. FFN may enter into other incentive compensation, bonus, and/or pension plans with its officers and employees in the future as may be decided by the board of directors. Officers and employees will receive salaries standard in the market and industry.

An aggregate of equity incentive awards equal to up to 4,000,000 shares is currently reserved for stock options and restricted shares for employees and others pursuant to our 2007 Omnibus Equity Incentive Plan. Stock options have been issued with exercise prices ranging from$8.57-$37.40 as of December 31, 2016. Options and restricted shares have been issued in the following amounts to the described groups of individuals:

1.Incorporators/Non-Employee Directors. Each of the initial organizers and investors of the Company (the “Incorporators”) received options to purchase 12.5% of the number of shares that the Incorporator purchased in FFN’s initial stock offering (up to the first 50,000 shares an Incorporator purchased) at $10.00 per share, resulting in 33,750 options issued to Incorporators. No Incorporator could receive options to purchase shares that exceed the number of shares being purchased by the Incorporator. Such options were issued to the Incorporators as a form of recognition for the risk these individuals bore and their efforts in organizing FFN. In addition,non-employee directors were issued an additional 500 options each on February 20, 2008; 3,875 options each on June 15, 2009; 450 options each on July 22, 2010; 900 options each on June 2, 2011; 2,175 options each on June 1, 2012; and 2,475 options each on May 31, 2013, foryear-end compensation, 3,300 options each on June 1, 2014, 9,000 options each on April 30, 2015, 2,000 options each on July 1, 2015, 2,000 options each on October 1, 2015 (other than Mr. Wynd, who was issued 667 options on October 1, 2015), 2,000 options each on January 1, 2016 and 2,500 options each on April 1, 2016, July 1, 2016 and October 1, 2016.

2. Employees. As an incentive to employees of FFN or the Bank, incentive awards are made available for allocation by the board of directors through the 2007 Omnibus Equity Incentive Plan. As of December 31, 2016, FFN has the ability to issue up to 2,014,652 additional equity incentive awards after allocating 1,395,016 options to employees/directors/Incorporators and 186,413 shares of restricted stock have been granted to employees foryear-end incentive compensation. Subsequent to their respective grant dates, 67,648 shares of such restricted stock have vested and 12,307 have been forfeited.

For additional information about ourThe Company’s 2007 Omnibus Equity Incentive Plan (the “2007 Plan”), as amended and our proposedshareholder-approved, provided for the issuance of up to 4,000,000 shares. The 2007 Plan provided that no options intended to be incentive stock options may be granted after April 9, 2017. As a result, the Company’s board of directors approved, and recommended to its shareholders for approval, a new equity incentive plan, the 2017 Omnibus Equity Incentive Plan please see “Proposal 3—Approval(the “2017 Plan”). The Company’s shareholders approved the 2017 Plan at the 2017 annual meeting of shareholders. The terms of the 2017 Plan are substantially similar to the terms of the 2007 Plan it was intended to replace, except that the 2017 Plan provided for the issuance of up to 5,000,000 shares. The Company is no longer issuing awards under the 2007 Plan. On April 12, 2018, the Compensation Committee approved the Amended and Restated 2017 Omnibus Equity Incentive Plan.”Plan (the “Amended and Restated 2017 Plan”) in order to make the following amendments to the 2017 Plan in response to feedback the Company received from its shareholders:

The Amended and Restated 2017 Plan did not require approval by the Company’s shareholders. At December 31, 2017, there were 4,734,446 authorized shares available for issuance under the 2017 Plan. As a result of the reduction of shares authorized for issuance pursuant to the amendments made to the 2017 Plan, there were 3,500,000 authorized shares available for issuance under the Amended and Restated 2017 Plan as of April 12, 2018.

Employee, organizer and director awards are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant; those option awards have a vesting period of two to five years and have aten-year contractual term. The Company assigns discretion to its board of directors to make grants either as qualified incentive stock options or asnon-qualified stock options. All employee grants are intended to be treated as qualified incentive stock options, if allowable. All other grants are expected to be treated asnon-qualified.

Additionally, the Company’s 2007 Plan, the 2017 Plan and the Amended and Restated 2017 Plan provide for the granting of restricted share awards and other performance related incentives. When restricted shares are awarded, a participant receives voting and dividend rights with respect to the shares, but is not able to transfer the shares until the restrictions have lapsed. All outstanding restricted share awards have a vesting period of two to seven

years and vest in equal annual installments on the anniversary date of the grant. During 2017, 27,282 restricted share awards were granted from the Company’s 2007 Plan. All future restricted share awards will be granted from the Amended and Restated 2017 Plan.

Equity Compensation Plan Information as of December 31, 2017

Compensation Committee Interlocks and Insider Participation

Jimmy E. Allen, Pamela J. Stephens, and Melody J. Sullivan and Benjamin P. Wynd served as members of FFN’s compensation committee in 2016.2017. None of the members of the compensation committee is a current or former officer of FFN. There is not, nor was there during 2016,2017, any compensation committee interlock or insider participation on the compensation committee required to be disclosed under Item 407 of RegulationS-K.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Bank has had, and expects to have in the future, loans and other banking transactions in the ordinary course of business with directors (including our independent directors) and executive officers of FFN and its subsidiaries, including members of their families or corporations, partnerships or other organizations in which such officers or directors have a controlling interest. These loans are made on substantially the same terms (including interest rates and collateral) as those available at the time for comparable transactions with persons not related to the bank and did not involve more than the normal risk of collectability or present other unfavorable features.

In addition, the Bank is subject to the provisions of Section 23A of the Federal Reserve Act, which places limits on the amount of loans or extensions of credit to, or investments in, or certain other transactions with, affiliates and on the amount of advances to third parties collateralized by the securities or obligations of affiliates. The Bank is also subject to the provisions of Section 23B of the Federal Reserve Act which, among other things, prohibits an institution from engaging in certain transactions with certain affiliates unless the transactions are on terms substantially the same, or at least as favorable to such institution or its subsidiaries, as those prevailing at the time for comparable transactions with nonaffiliated companies.

Policies and Procedures for Related Person Transactions

FFN has a written related person transactions policy, pursuant to which FFN’s executive officers, directors and principal shareholders, including their immediate family members, are not permitted to enter into a related person transaction with FFN without the consent of FFN’s audit committee. Any request for FFN to enter into a transaction with an executive officer, director, principal shareholder or any of such persons’ immediate family members, other than transactions available to all employees generally or involving less than $5,000 when aggregated with similar transactions, must be presented to FFN’s audit committee for review, consideration and approval, unless the transaction involves an employment or other compensatory arrangement approved by the compensation committee. All of FFN’s directors, executive officers and employees are required to report to FFN’s audit committee any such related person transaction. In approving or rejecting the proposed agreement, FFN’s audit committee will take into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the person’s interest in the transaction and, if applicable, the impact on a director’s independence. After consideration of these and other factors, the audit committee may approve or reject the transaction. Consistent with the policy, if FFN should discover related person transactions that have not been approved, the audit committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction.

Certain Transactions with Management

Banking transactions with directors, officers, and employees may be performed in the ordinary course of business. Any extensions of credit to these individuals is made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and will not involve more than the normal risk of repayment. Outstanding loans to executive officers, directors, principal shareholders, and companies with whom they are associated as of December 31, 2016,2017, were approximately $13,487,800.$42,956,687.

The officers andOur directors are required to devote only so much of their time to the business of the Bank and FFN as in their judgment is reasonably required. The officers andOur directors, and their affiliates, may engage, and are presently engaging, for their own accounts in other business ventures, including management and the formation of other corporations or ventures. Such activities may result in conflicts of interest.

Based on competitive bids, FFN is using Full Service Insurance to provide various insurance coverage including health, director’s and officer’s liability, personal property and bond coverage. Full Service Insurance is an

affiliate of Paul M. Pratt, Jr., a director of FFN until February 23, 2016 and one of the director nominees of FFN for election at the 2017 annual meeting.in 2017. Mr. Pratt owns 50% of Full Service Insurance and the remaining 50% is owned by Mr. Pratt’s brother. In 2016,2017, payments to Full Service Insurance totaled $805,681.40.$997,257.

The Bank leases a facility from Columbia Avenue Partners, LLC (“Columbia Avenue Partners”) in Downtown Franklin to house the main office, corporate headquarters, and operational areas. Columbia Avenue Partners is an affiliate of Henry W. Brockman, Dr. David H. Kemp, and, until December 31, 2013, Paul M. Pratt, Jr., each of whom were directors of FFN and the Bank during 2016.2017. The Bank received a third party review to assure lease rates and terms are competitive. In 2016, payments to Columbia Avenue Partners, LLC totaled $1,809,667.79. In early 2013, construction began on an additional operations facility adjacent to the Bank’s 722 Columbia Avenue headquarters. This property is now leased from Columbia Avenue Partners. In 2017, payments to Columbia Avenue Partners, LLC totaled $2,154,762. In addition, on June 11, 2015, the Bank entered into a Triple Net Office Lease Agreement for additional office space and parking for the Bank with Columbia Avenue Partners. The lease has a term of 15 years and provides for monthly rent payments of $46,508.45 per month. In addition to the Columbia Avenue offices, the Bank has signed a lease with Berry Farms Real Estate Partners, LLC, consisting of directors Brockman, Kemp, and, until December 31, 2013, Pratt, for the Bank’s Berry Farms branch, which opened in September 2013. In 2016,2017, payments to Berry Farms Real Estate Partners, LLC totaled $144,974.57.$149,464. In September 2013, the Bank entered into an agreement with Aspen Development of Cool Springs, LLC, comprised of directors Brockman and Kemp, to relocate the Bank’s Cool Springs branch. That lease commenced in June 2014. In 2016,2017, payments to Aspen Development of Cool Springs, LLC totaled $330,590.35. On February 19, 2015, the Bank entered into a sale leaseback transaction with Murfreesboro Branches, LLC, pursuant to which the Bank sold the real estate of the South Church Street branch, the Old Fort Parkway branch and the Sam Ridley Parkway branch, all located in Rutherford County, Tennessee, to Murfreesboro Branches, LLC for a purchase price of $4,095,000. The Bank entered into three Triple Net Lease Agreements for the three properties with Murfreesboro Branches, LLC on February 19, 2015. Murfreesboro Branches, LLC is an affiliate of directors Brockman and Kemp. In 2016, lease payments to Murfreesboro Branches, LLC totaled $285,504.06. Murfreesboro Branches, LLC sold those three branches in Murfreesboro on September 23, 2016.$335,000.

Century Skanska, a Joint Venture, and Century Construction Company were contracted by Columbia Avenue Partners to provide the leasehold improvementbuild-out for the current Columbia Avenue facility, and Century Skanska is also providingprovided thebuild-out for the new adjacent operations center and office space in Downtown Franklin. Additionally, either Century Skanska or Century Construction Company performedbuild-out and other construction work for the following branches of the Bank: Brentwood, Berry Farms, Cool Springs, Nolensville, Spring Hill and Westhaven. Century Construction Company is an affiliate of and is wholly owned by James W. Cross, IV, a director of FFN (until February 23, 2016) and the Bank in 2016.2017. Century Skanska is a Joint Venture that is 40% owned by Century Construction Company and 60% owned by Skanska USA, and is an affiliate of Mr. Cross. In 2016,2017, the Bank paid Century Skanska a total of $2,260,946.19$831,262 for leasehold improvement build-outs and other construction work.

On March 30, 2016, the Bank and Gateway Real Estate Partners, LLC entered into a Triple Net Office Lease Agreement for office space for the Bank in a building under development in Murfreesboro, Tennessee. Gateway Real Estate Partners, LLC is an affiliate of Henry W. Brockman and Dr. David H. Kemp, each of whom were directors of the Company and the Bank in 2016.2017. The lease has a term of 15 years and provides for monthly rentyears. In 2017, lease payments of $43,782 per month for the first year of the term of the Lease, subject to annual adjustment thereafter.Gateway Real Estate Partners, LLC totaled $392,022.

Effective July 8, 2016, the Bank and Century Skanska entered into that certain Standard Form of Agreement between Owner and Contractor, which provides for construction and design services tobuild-out the Bank’s Medical Center Parkway branch in Murfreesboro, Tennessee. Century Skanska is a Joint Venture that is 40% owned by Century Construction Company, an affiliate of and wholly owned by James W. Cross, IV, a director of FFN (until February 23, 2016) and the Bank in 2016,2017, and 60% owned by Skanska USA. In 2017, payments to Century Skanska for the construction and design of the Medical Center Parkway branch totaled $789,989.

On July 25, 2017, the Bank and Petra Real Estate Partners II, LLC entered into a Triple Net Office Lease Agreement (the “Spring Hill Lease”). The agreementSpring Hill Lease relates to the relocation of the Bank’s Spring Hill, Tennessee branch, which is currently located at 2035 Wall Street, Spring Hill, Tennessee 37174, to the premises subject to the Spring Hill Lease, which is located at 4824 Main Street, Suite 120, Spring Hill, Tennessee 37174. Petra Real Estate Partners II, LLC is an affiliate of Henry W. Brockman and Dr. David H. Kemp, each of whom were directors of the Bank in 2017. The Spring Hill Lease has a term of 15 years, which the Bank has the option to renew for two successive five year periods, and provides for monthly rent payments byof $10,176.58 per month for the first year of the term of the Spring Hill Lease, subject to annual adjustment thereafter. In 2017, lease payments to Petra Real Estate Partners II, LLC totaled $52,624.

Kevin Herrington, Executive Vice President, Chief Operating Officer of the Bank, tois the Contractorson of $1,455,012, with such additional payments as may be required underRichard E. Herrington, the agreement.President, Chief Executive Officer and Chairman of the Board of FFN. During 2017, the Company paid Kevin Herrington total compensation of $424,670, consisting of salary, bonus, value of equity awards and benefits, including 401(k) match, car allowance, country club membership, healthcare benefits and insurance.

PROPOSAL 1

ELECTION OF DIRECTORS

Director Nominees

The persons listed below have been nominated by our board of directors to serve as directors for aone-year term expiring at the annual meeting of shareholders occurring in 2018.2019. In addition to Messrs. Allen, Herrington, Waldron and Wynd, andDr. Patel, Ms. Stephens and Ms. Sullivan, each of whom are current directors of FFN, the board of directors nominated JamesHenry W. Cross, IV,Brockman, Jr. and Paul M. Pratt, Jr.,Dr. David H. Kemp to serve as directors. Mr. Brockmandirectors, each of whom previously served as directors of FFN until the 2017 annual meeting of shareholders. Messrs. Cross and Dr. Kemp’sPratt’s terms as directors of FFN expire at the 20172018 annual meeting upon the election of their successors, but they will each continue to serve as directors of the Bank after the 20172018 annual meeting. Each nominee has consented to serve on our board of directors. If any nominee were to become unavailable to serve as a director, our board of directors may designate a substitute nominee. In that case, the persons named as proxies on the accompanying proxy card will vote for the substitute nominee designated by our board of directors. The biographies of each of the nominees below contain information regarding the person’s service as a director, business experience, director positions for SEC reporting companies held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee and the board of directors to determine that the person should serve as a director for the Company.

Jimmy E. Allen, age 77,78, is a director of FFN and the Bank. Mr. Allen is the PresidentOwner of Venture Express, Inc.; since 1980; Creative Transportation;Transportation since 1999; Allen’s Cartage Company, LaVergne, Tennessee;Tennessee since 1980; andco-owner of Center Hill Marina & Yacht Club.Club since 1994. He attended Austin Peay State University, Clarksville, Tennessee and the University of Tennessee, Nashville. Mr. Allen formerly served as a member of the board of directors of MidSouth, Rutherford Bank & Trust, Murfreesboro and Independent Bank, Gallatin, Tennessee. He served as past chairman of Tennessee Trucking Association and Nashville Motor Freight. His past accomplishments include being selected as Nashville Business Journal’s Executive of the Year. He is a supporter of Vanderbilt Children’s Hospital and Ronald McDonald House.

Director Qualifications:

JamesHenry W. Cross, IVBrockman, Jr., age 53,69, has been a directormember of the board of directors of the Bank since July of 2009its inception and was previously a director of FFN from July 2009its inception until February 23, 2016.May 25, 2017. Mr. CrossBrockman is Presidentthe Managing Partner of Century Construction Company, Inc.,Franklin Square Partners, a General Contractorcommercial real estate partnership in Franklin, Tennessee, since 2008. Mr. Brockman has over 40 years of financial services and business experience, all of which is in Middle or West Tennessee. Mr. CrossBrockman began his financial services career in 1979 as a securities broker with J.C. Bradford in Nashville, Tennessee. He rose through the ranks to become Managing Partner in charge of Institutional Sales and Trading before retiring in 2000. Mr. Brockman held Series 7, Series 63, and Series 8 licenses from 1979 through 2005. Mr. Brockman also serves as Presidentheld a listed seat at the NYSE from 1998 through 2000. From 2002 to 2004, Mr. Brockman was Manager of Land Contractors, Inc., a site development firm also basedInstitutional Sales for Morgan Keegan in Franklin,Memphis, Tennessee. Mr. Cross has more than 20 years of business experience in Tennessee, beginning his career at Century Construction Company, Inc., a firm started by his father, James W. Cross, III in 1958. Mr. Cross served on the board of directors of Franklin Financial Corporation, parent of Franklin National Bank and the Tennessee affiliate board of directors of Fifth Third Bank in Franklin, Tennessee. Mr. CrossBrockman is a member1972 graduate of the boardUniversity of directorsTennessee, Knoxville with a Bachelor of Williamson Medical Center, Battle Ground Academy, andScience degree. In 1974, Mr. Brockman received a Masters of Library Science from the Williamson County Library Foundation. He previously served on the board of directors of Franklin Tomorrow, Leadership Franklin, Youth Leadership Franklin, the Franklin-Williamson County Chamber of Commerce and the Williamson County Library.Peabody College (now Vanderbilt University) in Nashville, Tennessee.

Director Qualifications:

Richard E. Herrington, age 69,70, is the President, Chief Executive Officer and Chairman of FFN, the Chairman and Chief Executive Officer of the Bank and one of the founders of FFN and the Bank. He is a veteran Williamson County, Tennessee banker with over 40 years of banking experience. In his early career, he was employed by banks in Florida and South Carolina. He moved to Middle Tennessee in 1977, and began working at First American Bank in Nashville in financial management working up to Senior Vice President. Later, he was a bank consultant with Price Waterhouse prior to establishing his own community bank data processing and consulting firm. In 1988, Mr. Herringtonco-founded Franklin Financial Corporation (Franklin National Bank) where he served as President and CEO until 2002. Late in 2002, he was recruited by the Board of Civitas BankGroup (then Cumberland Bancorp) and became the President and CEO and board member of the five-bank holding company, charged with engineering a turn-around of the troubled banking organization. In accomplishing this, he assembled a five-member executive management team that executed a successful four-year remediation plan. Mr. Herrington holds a B.A. from Newberry College in Newberry, South Carolina and certificates from the Graduate School of Economics at Florida State University and the Stonier Graduate School of Banking.

Director Qualifications:

Paul M. Pratt, Jr.Dr. David H. Kemp, age 53,59, has been a director of the Bank since its inception and was previously a director of FFN from its inception until May 25, 2017. Dr. Kemp has more than 30 years of healthcare experience in Franklin, Tennessee. Dr. Kemp opened Kemp Orthodontics (now Kemp & Rice Orthodontics) in Franklin in 1986 and has owned and operated the business since that time. Dr. Kemp serves as an advocate speaker for 3M Oral Care and he furthers his education by participating in and lecturing to various dental study clubs, both locally and internationally. Dr. Kemp hosts in office courses to orthodontists promoting his ultra esthetic orthodontic technique he has developed. From 1993 to April 2007, Dr. Kemp served as an Advisory Board member to First Tennessee Bank in Franklin, supporting Regional Presidents in the accomplishment of their responsibilities by assisting in contacts with community leaders. Dr. Kemp holds a Bachelor of Science from the University of Tennessee, Martin, Tennessee. Dr. Kemp is also a graduate of The University of Tennessee, Center for the Health Sciences, Memphis, Tennessee and holds both a Doctor of Dental Science and a Postdoctoral Master of Science in Orthodontics.

Director Qualifications:

Melody J. Sullivan, age 64,65, has been a director of FFN and the Bank since May of 2010. Ms. Sullivan founded the first woman-owned CPA firm in Franklin, Tennessee’s Historic Downtown business district in July of 1986 after working as a staff accountant for one of Nashville’s most respected business owners and CPA firms, and serving as comptroller for a local food service company. Ms. Sullivan served as Owner of Smiley CPAs (now known as Smiley, Smith, Wynd, LLC) from July 1986 through November 2014 and retired in April 2015. She served on the board of directors of Franklin National Bank for 14 years and Fifth Third Bank for 5 years. Ms. Sullivan is a member and past president of the Franklin Breakfast Rotary Club. She served on the board of directors for Waves in Franklin, Tennessee, an organization dedicated to enabling individuals with intellectual and developmental disabilities to progress toward their full potential. She is a past president of the board of directors of Franklin Family YMCA and has served on the board of directors of United Way of Williamson County, Franklin Tomorrow, the Williamson County-Franklin Chamber of Commerce, The March of Dimes, Williamson County CASA, and Historic Carnton Plantation. Ms. Sullivan is a graduate of Leadership Franklin. She is a past chairperson of the Small Business Development Division of the Williamson County-Franklin Chamber of Commerce.

Director Qualifications:

Gregory E. Waldron, age 54,55, has been a director of FFN and the Bank since April 28, 2015. Mr. Waldron is a partner and managing member of Waldron Enterprises, LLC in Murfreesboro, Tennessee, which he joined in 1986. He received a Bachelor of Science in Engineering Science from Lipscomb University in Nashville, Tennessee in 1985. Waldron Enterprises, LLC is involved in building and selling new homes, building and managing apartments, developing residential lots, and developing commercial investment property for retail and

office use. He formerly served on the board of directors of MidSouth from 2003 to 2014 and as its Vice Chairman from 2012 to 2014; on the board of directors of Middle Tennessee Christian School from 1999 to 2007 and as its Vice Chairman from 2006 to 2007; on the Community Board of Cavalry Banking from 2000 to 2003; on the board of directors of Trans Financial Bank of Tennessee from 1997 to 1999; and on the Rutherford County Home Builders Association from 1994 to 1995.

Director Qualifications:

Benjamin P. Wynd, age 39,40, has been a director of FFN and the Bank since August 25, 2015. Mr. Wynd serves as Partner of SmileySSW CPAs, a local Franklin, Tennessee CPA firm started in 1986.1986, since November 2014. Mr. Wynd currently serves on the board of directors for Outdoor Encounter, Inc., a Franklin, Tennessee basednon-profit organization. Prior to joining SmileySSW CPAs, in November of 2014,Mr. Wynd was heavily involved in Nashville’s healthcare industry,

serving as the Director of Financial Reporting at Tenet Healthcare/Vanguard. While at Tenet/Vanguard, he was actively engaged in working on the company’s SEC filings, including Vanguard’s initial public offering in June 2011, comprehensive debt refinancing, overseeing the financial reporting of the company’s health plans and supporting acquisition due diligence. Mr. Wynd’s experience also includes working with national accounting firms, as well as with the 2002 Olympic Winter Games in Salt Lake City, Utah. Mr. Wynd is a graduate of Transylvania University in Lexington, Kentucky. Mr. Wynd is currently a member of the Tennessee Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

Director Qualifications:

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE“FOR” “FOR” EACH OF THE NOMINEES FOR ELECTION TO OUR BOARD OF DIRECTORS NAMED ABOVE.Each proxy solicited on behalf of our board of directors will be voted FOR each of the nominees for election to our board of directors unless the shareholder instructs otherwise in the proxy.

PROPOSAL 2

AMENDMENT TO THE CHARTER TO INCREASE THE NUMBER OF

AUTHORIZED SHARES OF COMMON STOCK TO 30,000,000

Background

On March 28, 2017, the board of directors authorized and approved an amendment to our Charter, as amended, to increase the number of authorized shares of common stock, no par value per share, from 20,000,000 shares to 30,000,000 shares (the “Charter Amendment”). The Charter Amendment is subject to your approval. Our board of directors recommends that you approve the Charter Amendment.

The complete text of the Charter Amendment is attached hereto as Appendix A. If the Charter Amendment is approved by our shareholders, the Charter Amendment will become effective upon filing with the Secretary of State of the State of Tennessee, which we expect to occur promptly after the 2017 annual meeting or any adjournment thereof. The text of the Charter Amendment may vary, however, for such changes that are consistent with this proposal that we may deem necessary or appropriate.

Purpose of the Amendment

Our board of directors believes that the number of shares of common stock presently available for future issuance under our Charter is insufficient and has determined it to be in our Company’s best interests and in the best interests of our shareholders to propose an increase to the number of authorized shares of common stock for general corporate purposes, potential capital raising transactions, or acquisitions. Our board of directors from time to time evaluates such opportunities and considers different capital structuring alternatives designed to advance our business strategy. Our board of directors believes that the additional shares of common stock will provide us with an enhanced flexibility to issue shares of common stock in the future without shareholder approval, except as may be required by law, regulation or stock exchange rules, to take advantage of market conditions or favorable opportunities without the potential expense or delay incident to obtain shareholder approval for a particular issuance.

Description of Our Common Stock

Currently, our Charter authorizes the issuance of up to 20,000,000 shares of common stock. As of March 31, 2017, 13,064,110 shares of common stock were issued and outstanding and 1,399,261 shares of common stock were reserved for issuance under our 2007 Omnibus Equity Incentive Plan. If this proposal is approved by our shareholders, we will be authorized to issue up to 30,000,000 shares of common stock under our Charter. Although we may consider issuing shares of common stock in the future for purposes of potential capital raising transactions or acquisitions, there are currently no binding agreements or commitments with respect to the issuance of our common stock for any purpose.

The additional authorized shares of common stock, if and when issued, would be part of the existing class of common stock and would have the same rights and privileges as the shares of common stock presently outstanding. There are no preemptive rights related to the common stock.

Possible Effects on Holders of Our Common Stock

Our board of directors considered the possible negative impact the increase in the number of shares of common stock could have on the existing shareholders. Our board of directors believes that existing shareholders would experience dilution of their ownership interests as additional shares of common stock are issued. However, our board of directors concluded that any such negative impact would be outweighed by the positive effect on the shareholders resulting from our growth. Furthermore, our board of directors believes there is a potential negative impact to shareholders if we are unable to continue to raise the necessary capital for acquisition and growth needs.

Possible Anti-Takeover Effect

The Charter Amendment could adversely affect the ability of third parties to take us over or change our control by, for example, permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our board of directors or contemplating a tender offer or other transaction for the combination of us with another company that our board of directors determines is not in our best interests or in the best interests of our shareholders. The ability of our board of directors to cause us to issue substantial amounts of common stock without the need for shareholder approval, except as may be required by law, regulation or stock exchange rules, upon such terms and conditions as our board of directors may determine fromtime-to-time in the exercise of its business judgment may, among other things, be used to create voting impediments with respect to changes in our control or to dilute the stock ownership of holders of common stock seeking to obtain control of us. The issuance of common stock, while providing desirable flexibility in connection with possible acquisitions, financings and other corporate transactions, may have the effect of discouraging, delaying or preventing a change in our control. Our board of directors, however, does not intend or view the increase in our authorized common stock as an anti-takeover measure and is not aware of any attempt or plan to obtain control of us.

Availability of Dissenters’ Rights

Pursuant to the Tennessee Business Corporation Act, shareholders are not entitled to dissenters’ rights with respect to the Charter Amendment.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR””THE AMENDMENT TO THE CHARTER TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 30,000,000.Each proxy solicited on behalf of our board of directors will be voted FOR approval of the amendment to the Charter to increase the number of authorized shares of common stock to 30,000,000 unless the shareholder instructs otherwise in the proxy.

PROPOSAL 3

APPROVAL OF 2017 OMNIBUS EQUITY INCENTIVE PLAN

Effective March 28, 2017, subject to approval of our shareholders, our board of directors, on the recommendation of the compensation committee, unanimously approved and adopted the Franklin Financial Network, Inc. 2017 Omnibus Equity Incentive Plan (the “2017 Omnibus Equity Incentive Plan” or the “Plan”) for the benefit of key employees and officers of FFN and the Bank andnon-employee directors. Our board of directors has determined that the 2017 Omnibus Equity Incentive Plan is beneficial to FFN and its shareholders and recommends the approval of the 2017 Omnibus Equity Incentive Plan at the 2017 annual meeting.

Background

In 2007, FFN adopted the 2007 Qualified-Nonqualified Stock Option Plan. The shareholders of FFN at the annual meeting of shareholders in 2013 approved an amendment and restatement of this plan to be renamed the 2007 Omnibus Equity Incentive Plan (i) to increase the number of shares of FFN’s common stock available for issuance under the 2007 Omnibus Equity Incentive Plan from 1,000,000 to 1,500,000; and (ii) to add other forms of compensation that can be awarded under the 2007 Omnibus Equity Incentive Plan to include Stock Appreciation Rights (“SARs”), Restricted Stock, and cash awards. The shareholders of FFN at the annual meeting of shareholders in 2014 approved an amendment to the 2007 Omnibus Equity Incentive Plan to increase the number of shares of FFN’s common stock available for issuance under the 2007 Omnibus Equity Incentive Plan from 1,500,000 to 2,000,000. The shareholders of FFN at the annual meeting of shareholders in 2015 again approved an amendment to the 2007 Omnibus Equity Incentive Plan to increase the number of shares of FFN’s common stock available for issuance under the 2007 Omnibus Equity Incentive Plan from 2,000,000 to 4,000,000. FFN’s board of directors recommended adoption of the amendments as being necessary to attract new employees as FFN continues to grow and to have the ability to continue to reward employees with such incentive compensation, and encourage such valued employees to acquire a proprietary interest in FFN and to remain in its employ and service.

The grant of awards under the 2007 Omnibus Equity Incentive Plan is at the discretion of a committee chosen by FFN’s board of directors. Such committee has made awards of incentive stock options (“ISOs”),non-qualified options (“NSOs” and, together with the ISOs, the “Options”), and restricted shares. Effective as of February 26, 2015, the aggregate number of shares of common stock reserved for equity incentive awards for employees and others pursuant to the 2007 Omnibus Equity Incentive Plan was increased from 2,000,000 to 4,000,000. Outstanding options and restricted shares were issued in the following amounts to the described groups of individuals:

The 2007 Omnibus Equity Incentive Plan provides that no options intended to be ISOs may be granted after April 9, 2017. As a result, FFN’s board of directors has determined that it is in the best interests of FFN and its shareholders to adopt a new equity incentive plan, the 2017 Omnibus Equity Incentive Plan. The terms of the 2017 Omnibus Equity Incentive Plan are substantially similar to the terms of the 2007 Omnibus Equity Incentive Plan. If FFN’s shareholders approve the 2017 Omnibus Equity Incentive Plan at the 2017 annual meeting, FFN’s board of directors will freeze the 2007 Omnibus Equity Incentive Plan and cease issuing any awards under the 2007 Omnibus Equity Incentive Plan.

Description of the 2017 Omnibus Equity Incentive Plan

The principal provisions of the 2017 Omnibus Equity Incentive Plan are summarized below. This summary is qualified in its entirety by reference to the full text of the 2017 Omnibus Equity Incentive Plan, which is set forth in Appendix B to this proxy statement.

Plan Participants

The Plan allows a committee chosen by FFN’s board of directors (“Committee”) to grant NSOs and ISOs to employees and officers of FFN and the Bank and NSOsto non-employee directors and others for the purchase of shares (“Participants”). The Plan also allows the Committee to grant awards of SARs, restricted stock, and cash to selected employees and officers of FFN and the Bank and tonon-employee directors.

Purpose

The purpose of the Plan is to advance the interests of FFN and the Bank by stimulating the efforts of key employees, directors, and consultants, increasing their desire to continue in their employment with or services to FFN and the Bank, assisting FFN and the Bank in competing effectively with other enterprises for the services of new employees and directors necessary for the continued improvement of operations, and to attract and retain the best possible personnel for service as employees, officers, directors, and consultants of FFN and the Bank. Accordingly, the Plan is designed to promote the interests of FFN and the Bank and its shareholders, and, by facilitating stock ownership on the part of such Participants, to encourage them to acquire a proprietary interest in FFN and to remain in its employ and service.

Shares Available Under the Plan for Equity Grants

The 2017 Omnibus Equity Incentive Plan authorizes the issuance of up to 5,000,000 shares of common stock, which is an increase of 1,000,000 shares compared to the 4,000,000 shares that were authorized under the 2007 Omnibus Equity Incentive Plan. Our board of directors believes this increase in the number of shares available for equity grants is necessary to attract and retain employees as FFN continues to grow and to have the ability to continue to reward employees with such incentive compensation, and encourage such valued employees to acquire a proprietary interest in FFN and to remain in its employ and service.

Committee Authority

The Committee may at any time terminate, suspend, or amend the Plan, except that the Committee shall not, without the authorization of the holders of a majority of the Stock (as defined in the Plan) voted at a shareholders’ meeting duly called and held, change any provisions (other than those adjustments for changes in capitalization) that (a) result in repricing Options or otherwise increase the benefits accruing to Participants ornon-employee directors, (b) increase the number of shares of common stock issuable under the Plan or (c) modify the requirements for eligibility as a Participant in the Plan. The Committee may postpone any exercise of an Option for such time as the Committee may deem necessary in order to permit FFN (i) to effect, amend, or maintain any necessary registration of the Plan or the shares issuable upon the exercise of an Option under the securities laws of any applicable jurisdiction, (ii) to permit any action to be taken in order to (A) list such stock on a stock exchange if shares are then listed on such exchange or (B) comply with restrictions or regulations incident to the maintenance of a public market for its shares, including any rules or regulations of any stock exchange on which the shares are listed, or (iii) to determine that such shares and the Plan are exempt from such registration or that no action of the kind referred to in (ii) (B) above needs to be taken; and FFN shall not be obligated by virtue of any terms and conditions of any Option Agreement (as defined in the Plan) or any provision of the Plan to recognize the exercise of an Option or to sell or issue shares in violation of the Securities Act or the law of any government having jurisdiction thereof. Any such postponement does not extend the terms of an Option and neither FFN nor its directors or officers have with respect to any shares as to which the Option shall lapse because of such postponement.

Types of Awards

Options

Options are rights to purchase a specified number of shares of common stock at a price fixed by the Committee. Each option must be represented by an award agreement that identifies the option as either an “incentive stock option” within the meaning of Section 422 of the Code or a“non-qualified option,” which does not satisfy the conditions of Section 422 of the Code. The award agreement also must specify the number of shares of common stock that may be issued upon exercise of the options and set forth the exercise price of the options. The exercise price for options that qualify as incentive stock options may not be less than 100% of the fair market value of the common stock as of the date of grant. The option exercise price may be satisfied in cash, by check, by exchanging shares of common stock owned by the Participant, by delivery of a properly executed exercise notice along with sale or loan proceeds, by other consideration permitted by applicable laws or by a combination of these methods. Options have a maximum term of ten years from the date of grant. The Committee has broad discretion to determine the terms and conditions upon which options may be exercised, and the Committee may determine to include additional terms in the award agreements.

Stock Appreciation Rights

SARs may be granted in connection with a previously or contemporaneously granted stock option or independently. SARs are rights to receive cash or shares of common stock, or a combination thereof, as the Committee may determine. The Committee may provide in the SAR agreement circumstances under which SARs will become immediately exercisable and may accelerate the exercisability of any SAR at any time. To date, FFN has not issued any SARs under the Plan.

SARs granted in connection with a stock option are exercisable only when and to the extent that the related stock option is exercisable and expire on the date on which the related stock option expires. If a SAR granted in connection with a stock option is exercised, the related stock option ceases to be exercisable. The amount of the payment for SARs granted in connection with stock options is equal to the excess of (i) the fair market value on the date of exercise of the SAR of the common stock covered by the surrendered portion of the related stock option over (ii) the exercise price of the stock option covered by the surrendered portion of the related stock option.

SARs granted independently of stock options are exercisable as specified in the award agreement. The amount of the payment for SARs granted independently of stock options is equal to the excess of (i) the fair market value of the common stock covered by the exercised portion of the SAR as of the date of such exercise over (ii) the fair market value of the common stock covered by the exercised portion of the SAR as of the last market trading date prior to the date on which the SAR was granted; provided, however, that the Committee may place limits on the aggregate amount that may be paid upon exercise of a SAR.

Stock Awards

Restricted stock grants are awards of common stock subject to vesting restrictions and/or restrictions on transferability. Shares of common stock that are issued as “restricted stock” will have a legend and may not be sold, transferred, or disposed of until the restrictions have lapsed. The shares do have voting rights prior to the vesting thereof and would be entitled to receive dividends if paid by FFN prior to the vesting of the shares. The Committee has broad discretion as to the specific terms and conditions of each award, including applicable rights upon certain terminations of employment and restrictions on the transferability of stock purchased pursuant to stock purchase rights.

Cash Bonuses

Cash bonus awards entitle the grantee to cash payments based upon the achievement of employment orpre-established long-term performance factors. The Committee has discretion to determine the Participants to

whom cash bonus awards are to be made, the times in which such awards are to be made, the size of such awards, and all other conditions of such awards, including any performance requirements.

Qualified Performance-Based Awards

A “qualified performance-based award” is any award, other than a stock option or SAR, granted under the Plan that the Committee designates as a qualified performance-based award and that is contingent on the achievement of certainpre-established performance goals. At the beginning of the performance period, in addition to the determinations to be made by the Committee as described above for any particular type of award, the Committee will determine the size of the award to be granted to the Participant, the performance period, and the performance goals. At the end of the performance period, the Committee will determine the degree of achievement of the performance goals, which will determine the payout. No qualified performance-based award will be earned, vested or paid until the Committee certifies the attainment of thepre-established performance goals. The Committee may set performance goals using any combination of the criteria described below in the section titled “Performance Goals Under the Plan.” The performance goals may be expressed in terms of company-wide objectives or in terms of objectives that relate to the performance of a subsidiary or a division, region, department or function within FFN or any of its subsidiaries.

Other Awards

The Committee may grant any other type of award that is consistent with the Plan’s purpose.

Awards toNon-Employee Directors

Our board of directors may provide that all or a portion of anon-employee director’s annual retainer and/or retainer fees or other awards or compensation be payable (either automatically or at the option of thenon-employee directors) in the form of NSOs, restricted stock, and other stock-based awards. Our board of directors will determine the terms and conditions of any such awards, including those that apply upon the termination of anon-employee director’s service as a member of our board of directors. Other than with respect to their retainer and other fees, the Board may also grant to ournon-employee directors the same types of awards (other than ISOs) under the Plan that are granted to other Participants, upon such terms as the board of directors may determine.

Performance Goals Under the Plan

Under the Plan, any award may, but need not, be subject to the satisfaction of one or more performance goals. Performance-based compensation will be awarded if the Committee determines that such awards are in the best interest of FFN and its shareholders. Performance goals for awards will be determined by the Committee and will be designed to support our business strategy and align executives’ interests with shareholder interests.

Awards (other than stock options and stock appreciation rights) intended to qualify as performance-based compensation under Section 162(m) of the Code will be subject to performance goals based on one or more of the following business criteria as applied, in the Committee’s discretion:

Performance goals may be expressed on an absolute or relative basis, and based on comparisons to internal targets, the past performance of FFN or any subsidiary, operating unit, business segment or division of FFN, or the past or current performance of other companies. The Committee may appropriately adjust any evaluation of performance to exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs and (v) any extraordinarynon-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in FFN’s annual report to stockholders for the applicable year.

Maximum Amount of Compensation

Subject to adjustment for changes in our capital structure, no Participant may receive options, SARs, stock awards or restricted stock under the Plan during any one calendar year that, taken together, relate to more than 200,000 shares. The maximum amount of any cash bonus that may be granted under the Plan in any calendar year to any Participant who is a covered employee under Section 162(m)(3) of the Internal Revenue Code is $5 million.

Adjustments upon Change of Capitalization

Subject to any required action by FFN’s shareholders, the number of shares of common stock covered by outstanding stock options, SARs, or restricted stock, and the number of shares of common stock which have been authorized for issuance under the Plan but as to which no award has been granted or which have been returned to the Plan upon cancellation or expiration of an award, as well as the price per share of common stock covered by each such outstanding award, will be proportionately adjusted for any increase or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the common stock, or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by FFN.

Transferability

Awards may not be sold, pledged, assigned, hypothecated, transferred (except by will or the laws of descent or distribution) or disposed without obtaining from the Committee permission to transfer such awards, which the Committee may (but need not) grant after making certain conclusions regarding the award’s transferability that

are set forth in the Plan. Further, no award shall be payable to or exercisable by anyone other than the Participant to whom it was granted while the Participant is alive except in cases involving (a) permanent disability involving a mental incapacity or (b)  awards that have been transferred in accordance with the Plan.

Amendment and Termination of the Plan

FFN’s board of directors may amend, alter, suspend or terminate the Plan at any time. Any amendment to the Plan must be approved by the shareholders to the extent such approval is required by the terms of the Plan, the rules and regulations of the SEC, or the rules and regulations of the NYSE. However, no amendment, alteration, suspension or termination of the Plan may impair the rights of any Participant, unless mutually agreed in writing by the Participant and the Committee.

Amendment to Outstanding Award Agreements

The Committee may generally amend, modify or terminate any outstanding award, provided that no amendment can:

Change in Control

In the event that a Change in Control (as defined in the Plan) occurs and an employee Participant’s employment terminates within 12 months after such Change in Control (except as provided in the next sentence), then (i) all unexercised Options (whether or not vested or then exercisable) will automatically become 100% vested and exercisable immediately, (ii) no other terms, conditions, restrictions or limitations will be imposed upon any of such Options after such date, and in no circumstance will an Option be forfeited on or after such date and (iii) all such Options will be valued in accordance with the terms of the Plan on the date of such termination, and such value will promptly be paid to such Participant in cash by FFN or its successor. The foregoing will not apply if employment termination is due to (i) death, (ii) disability entitling the Participant to benefits under FFN’s or its successor’s long-term disability plan, (iii) Cause (as defined in the Plan) or (iv) resignation (other than (A) resignation from a declined reassignment to a job that is not reasonably equivalent in responsibility or compensation or that is not in the same geographic area, or (B) resignation within 30 days following a reduction in base pay).

Upon a Change in Control (as defined in the Plan) that results directly or indirectly in FFN’s stock (or the stock of any successor to FFN received in exchange for FFN’s stock) ceasing to be publicly traded in a national securities market, (i) all unexercised Options (whether or not vested) will automatically become 100% vested and exercisable immediately, (ii) no other terms, conditions, restrictions or limitations will be imposed on any such Options after such date, and in no circumstances will an Option be forfeited on or after such date, and (iii) all such Options will be valued in accordance with the terms of the Plan, and such value will promptly be paid to the Participants in cash by FFN or its successor.

Employment Termination

If a Participant’s employment with FFN or a subsidiary or affiliate terminates for Cause (as defined in the Plan) or for a reason other than death, disability, retirement, or any other approved reason, then, to the maximum extent allowed by applicable law, all unexercised, unvested, unearned, and unpaid awards under the Plan, including without limitation, awards earned but not yet paid, will be canceled or forfeited, as the case may be, unless the

Participant’s award notice provides otherwise. The Committee has the authority to promulgate rules and regulations to (i) determine what events constitute disability, retirement or termination for an approved reason for purposes of the Plan, and (ii) determine the treatment of a Participant under the Plan in the event of a Participant’s death, disability, retirement or termination for an approved reason.

Insider Trading Policy

Shares received from awards granted under the Plan are subject to the Franklin Financial Network, Inc. Insider Trading Compliance Policy (the “Insider Trading Policy”). Prior to selling any shares acquired pursuant to awards granted under the Plan, Participants should ensure that such transactions are permissible under the Insider Trading Policy and, in particular, that he or she does not possess material, nonpublic information at such time.

Federal Income Tax Consequences

The following is a summary of the material anticipated United States federal income tax consequences of the Plan to FFN and the Participants. The summary is based on current federal income tax law, which is subject to change, and does not address state, local, or foreign tax consequences or considerations.

The grant of a stock option that does not have a readily ascertainable value will not result in taxable income at the time of the grant for either FFN or the Participant. Upon exercising an incentive stock option, the Participant will have no taxable income (except that the alternative minimum tax may apply) and FFN will receive no deduction. Upon exercising a nonqualified stock option, the Participant will recognize ordinary income in the amount by which the fair market value of common stock at the time of exercise exceeds the option exercise price, and FFN will be entitled to a deduction for the same amount. The Participant’s income is subject to withholding tax as wages if the Participant is an employee.

The tax treatment of the Participant upon a disposition of shares of common stock acquired through the exercise of an option is dependent upon the length of time that the shares have been held and on whether such shares were acquired by exercising an incentive stock option or a nonqualified stock option. If an employee exercises an incentive stock option and holds the shares for at least two years from the date of grant and at least one year after exercise, then any gain or loss realized based on the exercise price of the option will be treated as long-term capital gain or loss. Shares obtained upon exercise of an incentive stock option that are sold without satisfying these holding periods will be treated as shares received from the exercise of a nonqualified stock option. Generally, upon the sale of shares obtained by exercising a nonqualified stock option, the Participant will treat the gain realized on the sale as a capital gain. Generally, there will be no tax consequence to FFN in connection with the disposition of shares of common stock acquired under a stock option, except that FFN may be entitled to a deduction in the case of a disposition of shares acquired upon exercise of an incentive stock option before the applicable holding periods have been satisfied.

The grant of a SAR will not result in taxable income to the Participant at the time of the award. Upon exercising the SAR, the Participant will recognize ordinary income in the amount by which the fair market value of the common stock or the amount of cash, as the case may be, exceeds the SAR exercise price, if any. FFN will be entitled to a deduction for the same amount. The Participant’s income is subject to withholding tax as wages if the Participant is an employee. Upon a disposition of shares of common stock acquired through the exercise of the SAR, the Participant may recognize capital gain or loss, the character of which is dependent upon the length of time that the shares have been held. Generally, there will be no tax consequences to FFN in connection with the disposition of shares of common stock acquired under a SAR.

The federal income tax consequences of awards of restricted stock will depend on the facts and circumstances of each award, and in particular, the nature of the restrictions imposed with respect to the common stock, which is the subject of the award. In general, if the common stock is subject to a substantial risk of forfeiture, i.e., limited in terms of transferability, a taxable event occurs only when the risk of forfeiture lapses. At that time, the

Participant will recognize ordinary income to the extent of the excess of the fair market value of the common stock on the date the risk ceases over the amount that the Participant paid for the shares, if any, and FFN will be entitled to a deduction in the same amount. Prior to the lapse of restrictions on the restricted stock, any dividends on such shares will be paid currently and will be treated as ordinary compensation income to the Participant, subject to withholding. Subsequent to the determination and satisfaction of the ordinary income tax consequences, any further gain or loss realized on the subsequent disposition of such stock will be a long- or short-term capital gain or loss depending upon the applicable holding period.

Alternatively, within thirty days after transfer of the restricted stock, a Participant may make an election under Section 83(b) of the Code, which would allow the Participant to include in income in the year that the restricted common stock is awarded an amount equal to the fair market value of the restricted stock on the date of such award determined as if the restricted common stock were not subject to restrictions. FFN is then entitled to a compensation-paid deduction in the same amount. The election is required to be written and delivered to both the Internal Revenue Service and FFN within thatthirty-day period. The Participant is also required to confirm the election with the filing of the Participant’s federal income tax return for the year in which the award is made. Failure to satisfy either of these requirements may invalidate the intended election. In the event of a valid Section 83(b) election, the Participant will not recognize income at the time that the restrictions actually lapse. In addition, any appreciation or depreciation in the value of the stock and any dividends paid on the stock after a valid Section 83(b) election are not deductible by FFN as compensation paid. For purposes of determining the period of time that the Participant holds the restricted stock, the holding period begins on the award date when a Participant makes a Section 83(b) election. Further, any dividends received after the Section 83(b) election is made will constitute ordinary dividend income to the Participant and will not be deductible by FFN. If the restricted stock subject to the Section 83(b) election is subsequently forfeited, however, the Participant is not entitled to a deduction or tax refund.

A Participant will realize ordinary compensation income upon receipt of a cash bonus award equaling the amount of cash received. Wage withholding rules will apply. FFN will be entitled to a deduction at the time of payment in an amount equal to such income.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” APPROVAL OF THE 2017 OMNIBUS EQUITY INCENTIVE PLAN.Each proxy solicited on behalf of our board of directors will be voted FOR approval of the 2017 Omnibus Equity Incentive Plan unless the shareholder instructs otherwise in the proxy.

PROPOSAL 4

RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR

General

Our board of directors has selected Crowe Horwath LLP as the independent auditor to perform the audit of our consolidated financial statements for 2017.2018. Crowe Horwath LLP is a registered public accounting firm.

Our board of directors is asking our shareholders to ratify the selection of Crowe Horwath LLP as our independent auditor for 2017.2018. Although not required by law or our bylaws, our board of directors is submitting the selection of Crowe Horwath LLP to our shareholders for ratification as a matter of good corporate practice. Even if the selection is ratified, our board of directors, in its discretion, may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of us and our shareholders.

Representatives of Crowe Horwath LLP are expected to be present at the annual meeting. They will have an opportunity to make a statement if they desire and will be available to respond to appropriate questions from our shareholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE“FOR” “FOR” THE RATIFICATION OF THE SELECTION OF CROWE HORWATH LLP AS OUR INDEPENDENT AUDITOR FOR 20172018.. Each proxy solicited on behalf of our board of directors will be voted FOR the ratification of the selection of Crowe Horwath LLP as our independent auditor for 20172018 unless the shareholder instructs otherwise in the proxy. If our shareholders do not ratify the selection, the matter will be reconsidered by our board of directors.

Audit andNon-Audit Services

Our audit committee is directly responsible for the appointment, compensation, and oversight of our independent auditor. It is the policy of our audit committee topre-approve all audit andnon-audit services provided by our independent registered public accountants. Our audit committee has considered whether the provision by Crowe Horwath LLP of services of the varieties described below is compatible with maintaining the independence of Crowe Horwath LLP. Our audit committee believes the audit and tax services provided to us do not jeopardize the independence of Crowe Horwath LLP.

The table below sets forth the aggregate fees we paid to Crowe Horwath LLP for audit andnon-audit services provided to us in 20162017 and 2015.2016.

In the above table, in accordance with the SEC’s definitions and rules, “audit fees” are fees for professional services for the audit of a company’s financial statements included in the annual report on Form10-K, for the review of a company’s financial statements included in the quarterly reports on Form10-Q, and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements; “audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of a company’s financial statements; “tax fees” are fees for tax compliance, tax advice, and tax planning; and “all other fees” are fees for any services not included in the first three categories.

AUDIT COMMITTEE REPORT

Our audit committee has the responsibilities and powers set forth in its charter, which include the responsibility to assist our board of directors in its oversight of our accounting and financial reporting principles and policies and internal audit controls and procedures, the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the independent auditor and our internal audit function. The audit committee is also required to prepare this report to be included in our annual proxy statement pursuant to the proxy rules of the SEC.

Management is responsible for the preparation, presentation and integrity of our financial statements and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures to provide for compliance with accounting standards and applicable laws and regulations. The internal auditor is responsible for testing such internal controls and procedures. Our independent registered public accounting firm is responsible for planning and carrying out a proper audit of our annual financial statements, reviews of our quarterly financial statements prior to the filing of each quarterly report on

Form10-Q, and other procedures.

The audit committee reviews our financial reporting process. In this context, the audit committee:

Based on this review and the discussions referred to above, the audit committee recommended that our board of directors include the audited financial statements in our Annual Report on Form10-K for the year ended December 31, 2016,2017, for filing with the SEC. The audit committee has also recommended the reappointment, subject to shareholder ratification, of Crowe Horwath LLP as our independent registered public accountants for 2017.2018.

This report is submitted on behalf of the members of the audit committee and shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall it be incorporated by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference and shall not otherwise be deemed filed under these Acts.

Jimmy E. Allen

Pamela J. Stephens

Melody J. Sullivan (Chair)

Gregory E. Waldron

Benjamin P. Wynd (Chair)

OTHER INFORMATION CONCERNING MANAGEMENT

Executive Officers

The following tables set forth information regarding our executive officers as of the date of this proxy statement.

The following is a brief discussion of the business and banking background and experience of our executive officers. Other than with respect to Messrs. Richard E. Herrington and Kevin Herrington, who are father and son, no director has any family relationship, as defined in Item 401 of RegulationS-K, with any other director or with any of our executive officers.

Sally E. Bowers, age 64,65, is the Chief Mortgage Banking Officer and has been the Executive Vice President and Mortgage Division Manager of the Bank since November 2007. She has over 30 years of banking experience in Middle Tennessee, primarily in the mortgage banking area. Ms. Bowers began her banking career in 1975 in retail banking at Fidelity Federal Savings Bank which later merged with Union Planters National Bank. During her 20 years at Fidelity Federal/Union Planters, she rose to Vice President and was responsible for mortgage, commercial and consumer loan production. She spent a short stint in 1996 as Vice President/Mortgage Production Officer at First American National Bank. In 1996, Ms. Bowers joined Franklin National Bank as Vice President/Mortgage Lending Manager and later rose to Senior Vice President with full responsibility for production, secondary market, servicing and operation of the bank’s mortgage subsidiary, Franklin Financial Mortgage. After the sale of Franklin National Bank, she joined Cumberland Bank as Executive Vice President and Mortgage Division Manager in 2004 with management responsibilities of the mortgage division. Ms. Bowers has thorough knowledge of all facets of mortgage banking. Ms. Bowers is a graduate of Memphis State University and the BAI Graduate School of Retail Banking at Vanderbilt University’s Owen School of Management.

Dallas G. Caudle, Jr., age 69,70, is the Executive Vice President, Rutherford County President of the Bank. Mr. Caudle was the President and Chief Operating Officer of MidSouth from 2009 until our acquisition of MidSouth effective July 1, 2014. Prior to that, Mr. Caudle was the Executive Vice President, Chief Operating Officer, and Corporate Secretary of MidSouth from 2003 to 2009. Mr. Caudle received a Bachelor of Science degree in Mathematics from Middle Tennessee State University. He continued his education through the American Institution of Banking; Tennessee School of Banking at Vanderbilt University, and the National Automated Clearing House Association’s The Payment Institute at the University of Colorado. Mr. Caudle began his banking career in 1971 at Murfreesboro Bank & Trust Company (now SunTrust Bank). He started as a Management Trainee, and within two years was promoted to Branch Manager. When Murfreesboro Bank &Trust moved to its new location in 1978, Mr. Caudle became the Data Processing Manager. Other positions he held while with the bank included Bank Operations Manager; Marketing and Product Development; Corporate Services Manager; and Commercial Lending Officer.

Kevin A. Herrington, age 42,43, has been Executive Vice President and Chief Operating Officer of the Bank since 2015. From 2007 until 2013, he was Senior Vice President and Chief Information Officer of the Bank, and from

2013 until 2015, he was Executive Vice President and Chief Operations Officer of the Bank. While completing his education, Mr. Herrington worked part-time in banking as a Systems Support Specialist from 1997 through 1998. After a term in the military, he joined Franklin National Bank in 2000 as the Manager of Information Systems, overseeing the IT department. In 2002, he was recruited to Civitas BankGroup to centralize and standardize the IT and data processing areas. He built a central wide-area network, improved security and controls, and implemented a complete update of policies and procedures. Mr. Herrington updated and broughtin-house all technology and technology-related customer products. He successfully navigated the process of strengthening allIT-related controls related to compliance with the Sarbanes Oxley Act. Additionally, Mr. Herrington has achieved the major recognized certifications within the industry including CISSP (certified information systems security professional), and AAP (accredited ACH professional). Mr. Herrington is a graduate of Belmont University and served as a First Lieutenant in Field Artillery in the US Army. Kevin Herrington is the son of Richard E. Herrington.

Richard E. Herrington, age 69,70, is the President, Chief Executive Officer and Chairman of FFN, the Chairman and Chief Executive Officer of the Bank and one of the founders of FFN and the Bank. He is a veteran Williamson County, Tennessee banker with 40 years of banking experience. In his early career, he was employed by banks in Florida and South Carolina. He moved to Middle Tennessee in 1977, and began working at First American Bank in Nashville in financial management working up to Senior Vice President. Later, he was a bank consultant with Price Waterhouse prior to establishing his own community bank data processing and consulting firm. In 1988, Mr. Herringtonco-founded Franklin Financial Corporation (Franklin National Bank) where he served as President and CEO until 2002. Late in 2002, he was recruited by the Board of Civitas BankGroup (then Cumberland Bancorp) and became the President and CEO and board member of the five-bank holding company, charged with engineering a turn-around of the troubled banking organization. In accomplishing this, he assembled a five-member executive management team that executed a successful four-year remediation plan. Mr. Herrington holds a B.A. from Newberry College in Newberry, South Carolina and certificates from the Graduate School of Economics at Florida State University and the Stonier Graduate School of Banking.

J. Myers Jones, III, age 66,67, serves as Executive Vice President and Chief Credit Officer, positions he has held since 2011. Mr. Jones has more than 30 years of local community banking experience, most recently with Cadence Bank in Franklin, Tennessee, where he served as Executive Vice President of Commercial Lending. Prior to his service at Cadence Bank, Mr. Jones served as President and CEO of Franklin National Bank in Franklin, Tennessee, for 13 years prior to Franklin National’s acquisition by Fifth Third Bank. In addition to Franklin National Bank and Cadence Bank, Mr. Jones was instrumental in the success of several other area banks, including Sovran Bank and Commerce Union Bank. Mr. Jones is a graduate of Austin Peay State University in Clarksville, Tennessee and the Herbert V. Prochnow Graduate School of Banking at the University of Wisconsin in Madison, Wisconsin. In addition, Mr. Myers is a graduate of the ABA National Commercial Lending School at the University of Oklahoma.

Sally P. Kimble, age 63,64, is the Executive Vice President and Chief Administrative Officer of FFN. Ms. Kimble’s background is primarily in accounting, operations and finance, having worked in community banking organizations for almost 30 years. Prior to joining the Bank in April 2012, Ms. Kimble had recently been with American Bank & Trust of the Cumberlands in Cookeville, Tennessee, where she served as Executive Vice President, Chief Operating Officer, and Chief Financial Officer. Kimble also served as Executive Vice President and Chief Financial Officer for Capital Bank & Trust Company (Capital Bancorp, Inc.) in Nashville for seven years and prior to that was Treasurer, Senior Vice President and Chief Financial Officer for First Bank & Trust (First Financial Corporation) in Mt. Juliet, Tennessee. Ms. Kimble holds a B.A. from the University of Tennessee and certificates from the Graduate School of Bank Investments and Financial Management at the University of South Carolina and the Graduate School of Banking of the South at Louisiana State University. In addition, she holds a certificate from the College of Financial Planning in Denver, Colorado.

David J. McDaniel, age 49,50, is the Executive Vice President, Chief Lending Officer, and Williamson County President of the Bank.Bank since 2015. From 2011 to 2013, Mr. McDaniel was Senior Vice President, Investment

Management of the Bank, and from 2013 to 2015, he was Executive Vice President and Chief Retail Officer of the Bank.

Mr. McDaniel is a Brentwood native and served as Regional President at Community First Bank & Trust in Cool Springs prior to joining the Bank. In a banking career that spans more than 18 years, Mr. McDaniel has held roles at AmSouth Bank, First American Bank, Equitable Securities and Merrill Lynch. He holds a B.S. in Finance and an M.B.A. from the University of Tennessee in Knoxville, Tennessee. He is a graduate of Brentwood Academy in Brentwood. Mr. McDaniel is a graduate of Leadership Franklin, a member of the Williamson County/Franklin Chamber of Commerce, and a Health and Educational Facilities Board member of the City of Franklin.

Sarah L. Meyerrose, age 61,62, is the Executive Vice President and Chief Financial Officer of FFN.FFN since June 2016. Prior to joining Franklin Synergy Bank, she served as President and Chief Executive Officer of Civic Bank & Trust.Trust from October 2014-June 2016. From 2009 until joining Civic, Ms. Meyerrose also served as President of Sarah Meyerrose Strategic Solutions, a community bank and small business strategic consulting firm. Ms. Meyerrose has over 3840 years of leadership experience in the financial services industry, with 28 years at First Horizon National Corporation (formerly First Tennessee National Corporation), the holding company of First Tennessee Bank, where she held multiple senior leadership roles in both the holding company and the banking organization. She earned her Executive MBA degree from Vanderbilt’s Owen School of Management, a Bachelor of Science in Economics also from Vanderbilt University, and is a Chartered Financial Analyst. Ms. Meyerrose is Past-President of ION, Inter-Organizational Network, a nationalnon-profit consortium of organizations sharing the mission of increasing gender diversity on corporate boards.

Lee Moss, age 65,66, is President of the Bank and a director of the Bank.Bank since July 1, 2014. Mr. Moss was the Chairman and Chief Executive Officer of MidSouth.MidSouth from its inception in 2003 until our acquisition of MidSouth effective July 1, 2014. He served on MidSouth’s Loan and Executive Committee (Executive Chairman), Trust Committee (Chairman), Executive Leadership Committee (Chairman) and the Asset/Liability Committee. In 1973, Mr. Moss graduated from the University of Tennessee with a Bachelor of Science degree, majoring in Banking. He graduated from the National Commercial Lending School in 1978 and the Graduate School of Banking of the South in 1983. Mr. Moss worked for Valley Fidelity Bank in Knoxville for one year after graduating from the University of Tennessee, and then worked 28 years with Third National Bank/SunTrust Bank in Nashville. He served in numerous leadership capacities in both the Retail and Commercial divisions of the bank, and in January 1995, he moved to Murfreesboro where he served as Regional President, overseeing Rutherford and Wilson Counties. In January 2003, Mr. Moss served as one of the organizers for MidSouth. Since moving to Murfreesboro, Mr. Moss formerly served as Chair of St. Thomas Rutherford Hospital’s Board and currently serves as Chair-Elect of Tennessee Bankers Association, member of Saint Thomas Health Services Board in Nashville, Business Education Partnership Board, and as a Sunday School teacher and Administrative board member for First United Methodist Church. Mr. Moss is a graduate of Leadership Rutherford and Leadership Middle Tennessee.

OTHER MATTERS

As of the date hereof, our board of directors knows of no business that will be presented at the annual meeting other than the proposals described in this proxy statement. If any other proposal properly comes before the shareholders for a vote at the annual meeting, the proxy holders will vote the shares of common stock represented by proxies that are submitted to us in accordance with their best judgment.

ADDITIONAL INFORMATION

Solicitation of Proxies

Our board of directors is making this solicitation of proxies on our behalf. In addition to solicitation by use of the mails, our directors, officers and employees may solicit proxies in person or by telephone, facsimile or other means of communication. We will not pay our directors, officers or other regular employees any additional compensation for their proxy solicitation efforts; however, we may reimburse them for anyout-of-pocket expenses in connection with any solicitation.

Mailing Address of Principal Executive Office

The mailing address of our principal executive office is Franklin Financial Network, Inc., 722 Columbia Avenue, Franklin, Tennessee 37064.

Shareholder Proposals for Inclusion in Proxy Statement for 20182019 Annual Meeting of Shareholders

To be considered for inclusion in our proxy statement for the 20182019 annual meeting of shareholders, a shareholder proposal must be received by us no later than the close of business on December 15, 2017.2018. Shareholder proposals must be sent to Secretary, Franklin Financial Network, Inc., 722 Columbia Avenue, Franklin, Tennessee 37064. We will not be required to include in our proxy statement any shareholder proposal that does not meet all the requirements for such inclusion established by the SEC’s proxy rules and Tennessee corporate law.

Other Shareholder Proposals for Presentation at the 20182019 Annual Meeting of Shareholders

In addition to the above, our bylaws contain an advance notice provision requiring that, if a shareholder’s proposal is to be brought before and considered at the 20182019 annual meeting of shareholders, such shareholder must provide timely written notice thereof to our Secretary. In order to be timely, the notice must be delivered to or mailed and received by our Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the date of the meeting; provided, however, that if fewer than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholders to be timely must be so delivered or received not later than the close of business on the 10th day following the earlier of (i) the day on which such notice of the date of such meeting was mailed or (ii) the day on which such public disclosure was made. In the event a shareholder proposal intended to be presented for action at the 20182019 annual meeting is not received timely, then the persons designated as proxies in the proxies solicited by the board of directors in connection with the 20182019 annual meeting will be permitted to use their discretionary voting authority with respect to the proposal, whether or not the proposal is discussed in the proxy statement for the 20182019 annual meeting.

APPENDIX A

ARTICLES OF AMENDMENT TO THE CHARTER

of

FRANKLIN FINANCIAL NETWORK, INC.

Pursuant to the provisions ofSection 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

Section (a) of Article 2 of the charter of the Corporation be amended to read as follows:

2. (a) Common Stock. The authorized amount of common voting stock of the corporation shall be thirty million (30,000,000) shares of common stock, no par value, that have unlimited voting rights and that are entitled to receive the net assets of the corporation upon dissolution. There shall be no preemptive rights for holders of common stock.

Not applicable.

APPENDIX B

FRANKLIN FINANCIAL NETWORK, INC.

2017 OMNIBUS EQUITY INCENTIVE PLAN

COMES NOW,Franklin Financial Network, Inc., a Tennessee Corporation (the “Corporation”), this              day of                     , 2017, to adopt the Franklin Financial Network, Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”) to be effective April 9, 2017.

WHEREAS,the Corporation maintains the Franklin Financial Network, Inc. 2007 Omnibus Equity Incentive Plan (the “2007 Plan”) which awarded forms of equity compensation to key employees, directors and consultants in order to advance the interests of the Corporation and its subsidiaries, including Franklin Synergy Bank and Franklin Synergy Risk Management, Inc.;

WHEREAS, the 2007 Plan reaches its10-year lifespan on April 8, 2017, and the Corporation accordingly approved the freezing of the 2007 Plan to new participants and awards, effective as of April 8, 2017;

WHEREAS, the Corporation desires to continue to award forms of equity compensation (i) to attract and retain key employees, directors and consultants in order to advance the interests of the Corporation and its subsidiaries, including Franklin Synergy Bank and Franklin Synergy Risk Management, Inc., (ii) to stimulate the efforts of key employees, directors and consultants by increasing their desire to continue in their employment with or services to the Corporation and its subsidiaries, (iii) to assist the Corporation and its subsidiaries in competing effectively with other enterprises for the services of its current and new employees, directors, and others necessary for the continued improvement of operations, and (iv) to attract and retain the best possible personnel for service as employees, officers and directors of Corporation and its subsidiaries;

NOW, THEREFORE, the Corporation hereby adopts this Plan, as follows:

The purpose of the Plan is to promote the interests of the Corporation and its stockholders by (i) attracting and retaining key officers, employees, and directors of, and consultants to, the Corporation and its Subsidiaries and Affiliates; (ii) motivating such individuals by means of performance-related incentives to achieve long-range performance goals; (iii) enabling such individuals to participate in the long-term growth and financial success of the Corporation; (iv) encouraging ownership of stock in the Corporation by such individuals; and (v) linking their compensation to the long-term interests of the Corporation and its stockholders. Toward this objective, the Committee may grant stock options, SAR, Stock Awards, cash bonuses and other incentive awards to Employees of the Corporation and its Subsidiaries and Affiliates on the terms and subject to the conditions set forth in the Plan. In addition, this Plan is intended to enable the Corporation to effectively attract, retain and reward Outside Directors by providing for grants of Outside Director Awards to Outside Directors. No Award under this Plan (or modification thereof) shall provide for deferral of compensation that does not comply with Section 409A of the Code unless the Committee, at the time of grant, specifically provides that the Award is not intended to comply with Section 409A of the Code. Notwithstanding any provision of this Plan to the contrary, if one or more of the payments or benefits received or to be received by a Participant pursuant to an Award would cause the Participant to incur any additional tax or interest under Section 409A of the Code, the Committee may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

2.1“Affiliate” means any entity (other than the Corporation and any Subsidiary) that is designated by the Board as a participating employer under the Plan, provided that the Corporation directly or indirectly owns at least 20% of the combined voting power of all classes of stock of that entity or at least 20% of the ownership interests in that entity.

2.2“Award” means any form of Option, SAR, Stock Award, cash bonus or other incentive award granted under the Plan, whether singly, in combination, or in tandem, to a Participant by the Committee pursuant to terms, conditions, restrictions and limitations, if any, as the Committee may establish by the Award Notice or otherwise.

2.3“Award Notice” means a written notice from the Corporation to a Participant that establishes the terms, conditions, restrictions, and limitations applicable to an Award in addition to those established by the Plan and by the Committee’s exercise of its administrative powers. In the event of a conflict between the terms of the Plan and any Award Notice, the terms of the Plan shall prevail. The Committee shall, subject to applicable law, determine the date an Award is deemed to be granted. The Committee or, except to the extent prohibited under applicable law, its delegate(s) may establish the terms of agreements or other documents evidencing Awards under this Plan and may, but need not, require as a condition to any such agreement’s or document’s effectiveness that such agreement or document be executed by the Participant, including by electronic signature or other electronic indication of acceptance, and that such Participant agree to such further terms and conditions as specified in such agreement or document.

2.4“Board” means the Board of Directors of the Corporation.

2.5“Cause” means the engaging by a Participant in illegal conduct that, in the sole discretion of the Committee, is materially and demonstrably injurious to the Corporation unless otherwise defined in an agreement between Participant and the Corporation.

2.6“Change In Control” means the happening of any of the following:

a. The Corporation has actual knowledge that any person or entity other than the Corporation, a subsidiary of the Corporation, or any employee benefit plan sponsored by the Corporation or subsidiary has acquired the beneficial ownership (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the then outstanding Stock;

b. A tender offer is made to acquire securities of the Corporation entitling the holders thereof to 50% or more of the voting power to elect directors of the Corporation;

c. A solicitation subject to Rule14a-11 under the Exchange Act (or any successor Rule) relating to the election or removal of 50% or more of the members of the Board shall be made by any person or entity other than the Corporation;

d. Individuals who constitute the Board immediately prior to any meeting of shareholders (the “Incumbent Board”) have ceased for any reason to constitute at least a majority thereof;

e. The shareholders of the Corporation shall approve a merger, consolidation, share exchange, division or other reorganization of the Corporation as a result of which the shareholders of the Corporation immediately prior to such transaction shall not hold, directly or indirectly, immediately following such transaction 51% or more of the voting power to elect directors of (i) the surviving or resulting corporation in the case of a merger or consolidation, (ii) the acquiring corporation, in the case of a share exchange, or (iii) each surviving, resulting or acquiring corporation which, immediately following such transaction, in the case of a division, holds more than 15% of the consolidated assets of the Corporation immediately preceding such transaction; or

f. The shareholders of the Corporation shall approve a complete liquidation and dissolution of the Corporation or the sale or other disposition of all or substantially all of the assets of the Corporation other than to a wholly-owned subsidiary of the Corporation.

Notwithstanding the occurrence of any of the foregoing, the Board may determine, if it deems it to be in the best interest of the Corporation and consistent with a good faith interpretation of this Plan, that an event or events otherwise constituting a Change of Control shall not be so considered. Such determination shall be effective if it

is made by the Board prior to the occurrence of an event that otherwise would be or probably will lead to a Change in Control or after such event if made by the Board a majority of which is composed of all directors who were members of the Board immediately prior to the event that otherwise would be or probably will lead to a Change in Control. Upon such determination, such event or events shall not be deemed to be a Change in Control for any purposes under this Plan.

2.7“Change In Control Price” means the highest closing price per share paid for the purchase of stock in a national securities market during the ninety day period preceding the date the Change in Control occurs, or of no such market exists, the Fair Market Value.

2.8“Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.9“Committee” means the Compensation Committee of the Board, or any other committee designated by the Board, authorized to administer the Plan underSection 3 of this Plan. The Committee shall consist of not less than 2 members who shall be appointed by, and shall serve at the pleasure of, the Board. The directors appointed to serve on the Committee shall be: (i) “independent” within the meaning of the listing standards of any securities exchange or automated quotation system upon which the Common Stock is listed or quoted; (ii)“non-employee directors” (within the meaning of Rule16b-3(b)(3) under the Exchange Act); and (iii) “outside directors” (within the meaning of Code Section 162(m) and its related regulations). However, the mere fact that a Committee member fails to qualify under any of the foregoing requirements shall not invalidate any Award made by the Committee if the Award is otherwise validly made under the Plan.

2.10“Common Stock” means the no par value common stock of the Corporation.

2.11“Corporation” means Franklin Financial Network, Inc. or any successor.

2.12 “Consultant”shall mean any consultant to the Corporation or its Subsidiaries or Affiliates.

2.13“Covered Employee” means an individual who is, with respect to the Corporation, an individual defined in Code Section 162(m)(3).

2.13 “Director” means an individual who is a member of the board of directors of the Corporation or a Subsidiary.

2.14“Disability” means an individual: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Corporation. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering Employees or Directors of the Corporation provided that the definition of “disability” applied under such disability insurance program complies with the requirements of the preceding sentence. Upon the request of the plan administrator, the Employee must submit proof to the plan administrator of the Social Security Administration’s or the provider’s determination.

2.15“Effective Date” is defined inSection 6.

2.16“Employee” means an employee or prospective employee of the Corporation, a Subsidiary or an Affiliate.

2.17“Exchange Act” means the Securities and Exchange Act of 1934, as amended from time to time.

2.18 “Exercise Price”means the purchase price payable to purchase one Share upon the exercise of an Option or the price by which the value of a SAR shall be determined upon exercise, pursuant toSection 2.30.

2.19“Fair Market Value” means the closing price of the shares of Stock on a national securities exchange on which it is principally traded on the day on which such value is to be determined or, if no shares were traded on such day, on the next preceding day on which shares of Stock were traded, as reported by the National Quotation Bureau, Inc. or other national quotation service. If the shares are not traded on a national securities exchange but are traded in theover-the-counter market, Fair Market Value of Stock means the closing “asked” price of the shares in theover-the-counter market on the day on which such value is to be determined or, if such “asked” price is not available, the last sales price on such day or, if no shares of Stock were traded on such day, on the next preceding day on which shares of Stock were traded, as reported by the National Association of Securities Dealers Automated Quotation System (NASDAQ) or other national quotation service. If the Stock is traded neither on a national securities exchange nor in theover-the-counter market, the Fair Market Value of Stock shall be determined based upon such factors as the Board or Committee, as applicable, shall reasonably deem appropriate, including without limitation prices or values at which the Stock has most recently been issued to third parties or redeemed or purchased from shareholders, and which shall be in accordance with Treas. Reg. Section1.409A-1(b)(5)(iv).

2.20 “Incentive Stock Option”means an option to purchase Common Stock from the Corporation that is granted underSection 8 of the Plan and that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto. To the extent the aggregate Fair Market Value (determined at the time the Incentive Stock Option is granted) of the Common Stock with respect to which all Incentive Stock Options are exercisable for the first time by an Employee during any calendar year (under all plans described in subsection (d) of Section 422 of the Code of the Employee’s employer corporation and its parent and Subsidiaries) exceeds $100,000, such Options shall be treated asNon-Qualified Stock Options.

2.21 “Negative Discretion”means the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Qualified Performance-Based Award in accordance withSection 12 of the Plan; provided, that, the exercise of such discretion would not cause the Performance Compensation Award to fail to qualify as “performance-based compensation” under Section 162(m) of the Code.

2.22“Non-Qualified Stock Option”shall mean an option to purchase Common Stock from the Corporation that is granted underSection 8 or 24 of the Plan and is not intended to be an Incentive Stock Option.

2.23 “Option”means an Incentive Stock Option or aNon-Qualified Stock Option.

2.24“Outside Director” means a member of the Board or a member of a Subsidiary’s board of directors who is not an officer or employee of the Corporation or any Subsidiary or Affiliate of the Corporation.

2.25“Outside Director Award” means either a Director Option or a Director Stock Award or combination thereof awarded to an Outside Director underSection 24.

2.26“Participant” means any individual to whom an Award has been granted by the Committee under this Plan.

2.27“Qualified Performance-Based Award” means (i) any Option or SAR granted under the Plan, or (ii) any other Award that is intended to qualify for the Section 162(m) Exemption and is made subject to performance goals based on Qualified Performance Measures as set forth inSection 12.

2.28“Qualified Performance Measures” means 1 or more of the performance measures listed inSection 12.2 upon which performance goals for certain Qualified Performance-Based Awards may be established by the Committee.

2.29 “Restricted Stock”means a share of Common Stock subject to restrictions, as the Committee may determine in accordance with PlanSection 10.

2.30 “SAR” is an Award that shall entitle the recipient to receive, with respect to each share of Common Stock encompassed by the exercise of the SAR, a payment equal to the excess of the Fair Market Value on the date of exercise over the Fair Market Value on the date of grant.

2.31 “Section 162(m)”means Section 162(m) of the Code and the regulations promulgated thereunder and any successor provision thereto as in effect from time to time.

2.32“Section 162(m) Cash Maximum” means $5,000,000.

2.33“Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) that is set forth in Section 162(m)(4)(C) of the Code or any successor provision thereto.

2.34 “Section 16”means Section 16 of the Exchange Act and the rules promulgated thereunder and any successor provision thereto as in effect from time to time.

2.35“Section 16 Insider” means a Participant who is subject to the reporting requirements of Section 16 as a result of the Participant’s position with the Corporation.

2.36“Stock Award” means an Award granted pursuant toSection 10 in the form of shares of Common Stock or restricted shares of Common Stock.

2.37“Subsidiary” means a corporation or other business entity in which the Corporation directly or indirectly has an ownership interest of 50% or more, which shall include Franklin Synergy Bank and Franklin Synergy Risk Management, Inc.

The Plan shall be administered by the Committee. The Committee shall have the discretionary authority to: (a) interpret the Plan; (b) establish any rules and regulations it deems necessary for the proper operation and administration of the Plan; (c) select persons to become Participants and receive Awards under the Plan; (d) determine the form of an Award, whether an Option, SAR, Stock Award, cash bonus, or other incentive award established by the Committee, the number of shares subject to the Award, all the terms, conditions, restrictions and limitations, if any, of an Award, including the time and conditions of exercise or vesting, and the terms of any Award Notice; (e) determine whether Awards should be granted singly, in combination or in tandem; (f) grant waivers of Plan terms, conditions, restrictions and limitations; (g) accelerate the vesting, exercise or payment of an Award or the performance period of an Award in the event of a Participant’s termination of employment or when that action or actions would be in the best interests of the Corporation; (h) establish such other types of Awards, besides those specifically enumerated inSection 2.2, which the Committee determines are consistent with the Plan’s purpose; and (i) take all other action it deems necessary or advisable for the proper operation or administration of the Plan. Subject toSection 21, the Committee also shall have the authority to grant Awards in replacement of Awards previously granted under the Plan or any other executive compensation plan of the Corporation or a Subsidiary. All determinations of the Committee shall be made by a majority of its members, and its determinations shall be final, binding and conclusive on all persons, including the Corporation and Participants.

The Committee, in its discretion, may delegate its authority and duties under the Plan to the Chief Executive Officer or to other senior officers of the Corporation under conditions and limitations the Committee may establish; however, only the Committee may select, grant, and establish the terms of Awards to Section 16 Insiders or Covered Employees.

4.	ELIGIBILITY.

Any Employee, Director or Consultant shall be eligible to be designated a Participant; provided, however, that Non-Employee Directors shall only be eligible to receive Awards granted consistent withSection 24.

Subject to adjustment as provided inSection 16 of the Plan, the maximum number of shares of Common Stock that shall be available for grant of Awards under the Plan (including incentive stock options) during its term shall not exceed 5,000,000 shares. Any shares of Common Stock related to Awards that are settled in cash in lieu of Common Stock shall be available again for grant under the Plan. Similarly, any shares of Common Stock related to Awards that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of the related shares or are exchanged with the Committee’s permission for Awards not involving Common Stock, shall be available again for grant under the Plan. Further, any shares of Common Stock that are used by a Participant for the full or partial payment to the Corporation of the purchase price of Common Stock upon exercise of a stock option, or for withholding taxes due as a result of that exercise, shall again be available for Awards under the Plan. Notwithstanding any provision in the Plan to the contrary, and subject to adjustment as provided inSection 16 hereof, no Participant may receive Options, SARs, or Stock Awards under the Plan during any one calendar year that, taken together, relate to more than 200,000 shares of Common Stock. For purposes of this limitation, forfeited, canceled or repriced shares granted to a Participant in any given calendar year shall continue to be counted against the maximum number of shares that may be granted to that Participant in that calendar year. The shares of Common Stock available for issuance under the Plan may be authorized and unissued shares.

The Plan shall be effective April 9, 2017 (the “Effective Date”), subject to the approval of at least a majority vote of shareholders voting in person or by proxy at a duly held shareholders’ meeting, or if the provisions of the corporate charter,by-laws or applicable state law prescribes a greater degree of shareholder approval for this action, the approval by the holders of that percentage, at a duly held meeting of shareholders within one year following the Effective Date. No Options intended to be Incentive Stock Options may be granted after the tenth anniversary of the original Effective Date of the Plan. This Plan shall remain in effect until terminated by action of the Board.

The Committee shall select, from time to time, Participants from those Employees and Consultants who, in the opinion of the Committee, can further the Plan’s purposes. Once a Participant is selected, the Committee shall determine the type or types of Awards to be made to the Participant and shall establish in the related Award Notices the terms, conditions, restrictions and limitations, if any, applicable to the Awards in addition to those set forth in the Plan and the administrative rules and regulations issued by the Committee.

8.1Grants. Awards may be granted in the form of Options. Options may be Incentive Stock Options, othertax-qualified stock options, orNon-Qualified Stock Options, or a combination of any of those.

8.2Terms and Conditions of Options.An Option shall be exercisable in whole or in such installments and at the times determined by the Committee. The Committee also shall determine the performance or other conditions, if any, which must be satisfied before all or part of an Option may be exercised. The price at which Common Stock may be purchased upon exercise of a stock option shall be established by the Committee, but such price shall not be less than 110% of the Fair Market Value of the Common Stock on the date the Option is granted in the case of Incentive Stock Options when the Employee to whom the option is to be granted owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or

of any of its Subsidiaries (a “Ten Percent Owner”), and in the case of all Options other than Incentive Stock Options, not less than 100% of the Fair Market Value of the Common Stock on the date the Option is granted. Each Option shall expire not later than 10 years (or, in the case of an Incentive Stock Option granted to a Ten Percent Owner, not later than 5 years) from its date of grant.

8.3Restrictions Relating to Incentive Stock Options.Incentive Stock Options shall, in addition to being subject to all applicable terms, conditions, restrictions and limitations established by the Committee, comply with Section 422 of the Code. Accordingly, Incentive Stock Options may only be granted to Employees who are employees of the Corporation or a Subsidiary, and the aggregate market value (determined at the time the option was granted) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under the Plan or any other plan of the Corporation or any of its Subsidiaries) shall not exceed $100,000 (or other limit required by the Code). Except with respect to Ten Percent Owners, each Incentive Stock Option shall expire not later than 10 years from its date of grant. No Incentive Stock Option may be exercisable more than three (3) months after a Participant ceases to be an Employee.

8.4Additional Terms and Conditions.The Committee may, by way of the Award Notice or otherwise, establish other terms, conditions, restrictions and limitations, if any, on any Option, provided they are not inconsistent with the Plan. Without limiting the generality of the foregoing, Options may provide for the automatic granting of new options (“reload options”) at the time of exercise.

8.5Exercise.The Committee shall determine the methods by which the Exercise Price of an Option may be paid, the form of payment, including, without limitation, cash, shares of Common Stock, or other property (including “cashless exercise” arrangements, so long as they do not in any way conflict with the requirements of applicable law), and the methods by which shares of Common Stock shall be delivered or deemed to be delivered by Participants. If, however, shares of Common Stock are used to pay the Exercise Price of an Option, those shares must have been held by the Participant for at least 6 months (or any shorter or longer period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes).

9.1Grants.Awards may be granted in the form of SARs. The SAR may be granted in tandem with all or a portion of a related Option under the Plan (“Tandem SARs”), or may be granted separately (“Freestanding SARs”). A Tandem SAR may be granted either at the time of the grant of the related Option or at any time thereafter during the term of the Option. In the case of SARs granted in tandem with Options granted prior to the grant of the SARs, the appreciation in value is the difference between the option price of the related stock option and the Fair Market Value of the Common Stock on the date of exercise.

9.2Terms and Conditions of Tandem SARs. A Tandem SAR shall be exercisable to the extent, and only to the extent, that the related Option is exercisable, and the “exercise price” of that SAR (the base from which the value of the SAR is measured at its exercise) shall be the Exercise Price under the related Option. If a related Option is exercised as to some or all of the shares of Common Stock covered by the Award, the related Tandem SAR, if any, shall be canceled automatically to the extent of the number of shares of Common Stock covered by the Option exercise. Upon exercise of a Tandem SAR as to some or all of the shares of Common Stock covered by the Award, the related Option shall be canceled automatically to the extent of the number of shares of Common Stock covered by the exercise.

9.3Terms and Conditions of Freestanding SARs.Freestanding SARs shall be exercisable in whole or in the installments and at the times determined by the Committee. Freestanding SARs shall have a term specified by the Committee, in no event to exceed 10 years. The Exercise Price of a Freestanding SAR shall also be determined by the Committee; however, that price shall not be less than 100% of the Fair Market Value on the date of grant of the Freestanding SAR of the number of shares of Common Stock to which the Freestanding SAR relates. The Committee also shall determine the Qualified Performance Measures or other conditions, if any, that must be satisfied before all or part of a Freestanding SAR may be exercised.

9.4Deemed Exercise.The Committee may provide that an SAR shall be deemed to be exercised at the close of business on the scheduled expiration date of the affected SAR if at that time the SAR by its terms remains exercisable and, if so exercised, would result in a payment to the holder of the SAR.

9.5Additional Terms and Conditions. The Committee may, by way of the Award Notice or otherwise, determine such other terms, conditions, restrictions and limitations, if any, of any SAR Award, provided they are not inconsistent with the Plan.

10.1Grants. Awards may be granted in the form Restricted Stock. Restricted Stock Awards shall be awarded in such numbers and at such times during the term of the Plan as the Committee shall determine and shall be made in actual shares of Common Stock.

10.2Award Restrictions.Restricted Stock shall be subject to terms, conditions, restrictions, and limitations, if any, the Committee deems appropriate including, without limitation, restrictions on transferability and continued employment of the Participant. The Committee also shall determine the Qualified Performance Measures or other conditions, if any, that must be satisfied before all or part of the applicable restrictions lapse. The Committee may, at its discretion, waive all or any part of the restrictions applicable to any or all outstanding Restricted Stock Awards.

10.3Rights as Shareholder.During the period in which any restricted shares of Common Stock are subject to restrictions imposed pursuant toSection 10.2, the Participant to whom restricted shares have been awarded shall generally have the rights and privileges of a stockholder as to such Common Stock, including the right to receive dividends and the right to vote such shares, subject to the following restrictions: (i) the Participant shall not be entitled to delivery of the stock certificate until the expiration of the restricted period and the fulfillment of any other restrictive conditions set forth in the Award Notice with respect to such Common Stock; (ii) none of the Common Stock represented by the Award may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during such restricted period or until after the fulfillment of any such other restrictive conditions; and (iii) except as otherwise determined by the Committee at or after grant, all of the shares of Common Stock subject to the Award shall be forfeited and all rights of the Participant to such Common Stock shall terminate, without further obligation on the part of the Corporation, unless the Participant remains in the continuous employment of the Corporation for the entire restricted period in relation to which such shares of Common Stock were granted and unless any other restrictive conditions relating to the restricted Share Award are met. Unless otherwise provided in the applicable Award Notice, any shares of Common Stock, any other securities of the Corporation and any other property (except for cash dividends) distributed with respect to the Common Stock subject to restricted Stock Awards shall be subject to the same restrictions, terms and conditions as such Restricted Stock Award. including the right vote such Common Stock. Cash dividends with respect to the Common Stock subject to a Restricted Stock Award shall be currently paid to the Participant.

10.4Evidence of Award.Subject toSection 10.5, any Restricted Stock Award granted under the Plan shall be evidenced by issuance of a stock certificate or certificates or, in the discretion of the Committee, through issuance of instructions to the Corporation’s transfer agent to issue the shares of Common Stock subject to the Award in book-entry (uncertificated) form on the books and records of the transfer agent through the Direct Registration System (“DRS”) or any successor system.

10.5Delivery of Shares and Transfer Restrictions.Upon issuance of a certificate evidencing a Restricted Stock Award, such certificate shall be held by the Corporation or any custodian appointed by the Corporation for the account of the Participant subject to the terms and conditions of the Plan, and shall bear such a legend setting forth the restrictions imposed thereon as the Committee, in its discretion, may determine. Unless otherwise provided in the applicable Award Notice, the grantee shall have all rights of a stockholder with respect to the Restricted Stock. Upon the issuance of a Restricted Stock Award in book entry form, the Corporation’s transfer agent shall be apprised of and shall duly note any restrictions such as those set forth above that are applicable to the restricted Stock Award.

10.6Termination of Restrictions.At the end of the restricted period and provided that any other restrictive conditions of the restricted Share Award are met, or at such earlier time as otherwise determined by the Committee, all restrictions set forth in the Award Notice relating to the Restricted Stock Award or in the Plan shall lapse as to the restricted shares of Common Stock subject thereto, and either: (i) a stock certificate for the appropriate number of shares of Common Stock, free of the restrictions and restricted stock legend, shall be delivered to the Participant or the Participant’s beneficiary or estate, as the case may be; or (ii) in the event the Stock Award was evidenced in book entry form, the Corporation’s transfer agent shall be notified of the lapse and or termination of the restrictions and to remove all references thereto in its books and records.

While cash bonuses may be granted at any time outside this Plan, cash awards may also be granted in addition to other Awards granted under the Plan and in addition to cash awards made outside of the Plan. Subject to the provisions of the Plan, the Committee shall have authority to determine the persons to whom cash bonuses under the Plan shall be granted and the amount, terms and conditions of those cash bonuses. Notwithstanding anything to the contrary in this Plan, no Covered Employee shall be eligible to receive a cash bonus granted under the Plan in excess of the Section 162(m) Cash Maximum in any fiscal year; no cash bonus shall be granted pursuant to this Plan to any Covered Employee unless the cash bonus constitutes a Qualified Performance-Based Award, and no cash bonus awarded pursuant to the Plan shall be paid later than 2 ¹⁄₂ months after the end of the calendar year in which such bonus was earned.

12.1162(m) Exemption.Upon the Corporation’s designation as a “publicly held corporation” within the meaning of Section 162(m)(2) of the Code, this Plan shall be operated to ensure that upon such designation all subsequent stock options and SARs granted hereunder to any Covered Employee qualify for the Section 162(m) Exemption.

12.2Qualified Performance-Based Awards.When granting any Award other than Options or SARs, the Committee may designate the Award as a Qualified Performance-Based Award, based upon a determination that the recipient is or may be a Covered Employee with respect to that Award, and the Committee wishes the Award to qualify for the Section 162(m) Exemption. If an Award is so designated, the Committee is authorized at any time during the first 90 days of a performance period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), or at any time thereafter (but only to the extent the exercise of such authority after such period would not cause the Qualified Performance-Based Awards granted to any Participant for the performance period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code), in its sole and absolute discretion, to adjust or modify the calculation of a Qualified Performance Measure for such performance period to the extent permitted under Section 162(m) of the Code in order to prevent the dilution or enlargement of the rights of Participants based on the following Qualified Performance Measures, which may be expressed in terms of Corporation-wide objectives or in terms of objectives that relate to the performance of a Subsidiary or a division, region, department or function within the Corporation or a Subsidiary: