Standing Committees of the Board

Our board of directors has established four standing committees in connection with the discharge of its responsibilities. These committees are currently the Audit Committee, Nominating and Corporate Governance Committee, Compensation Committee, and Risk Committee. Additionally, the FirstBank board of directors has two standing committees:the Directors’ Loan Committee, recently renamed the Credit Risk Committee, and Trust Committee. Each committee of the board operates under a written charter. Our board also may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our corporate governance documents.

~~Audit Committee.~~ ~~The Audit Committee, among other things, assists~~As noted in the ~~board of directors~~footnotes to the table above, in ~~overseeing our accounting and financial reporting processes and~~connection with the ~~audits of our financial statements. In addition, the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight~~2022 annual meeting, Mr. Andrews will be retiring. As a result, effective as of the ~~work of our independent registered public accounting firm. The Audit Committee also oversees the performance of our internal audit function.~~

~~The Audit Committee consists of Mr. Andrews, Mr. Carpenter,~~annual meeting Mr. Ingram ~~Mr. Jubran, and Ms. Sullivan, with Mr. Andrews serving~~will serve as the committee chair. The board of directors has determined that Mr. Andrews, Mr. Carpenter, Mr. Ingram, and Ms. Sullivan qualify as an “audit committee financial expert,” as such term is defined in the rules of the SEC, and that each of the memberschair of the Audit Committee ~~is independent under~~and Mr. Carpenter will serve on the ~~applicable SEC and NYSE rules and have the ability to read and understand financial statements.~~

~~Compensation~~Risk Committee.The Compensation Committee, among other things, determines the Company’s total compensation strategy and annually reviews and approves the compensation of the chief executive officer and other executive officers.

The Compensation Committee consists of Mr. Cross, Ms. Clark, Mr. Ingram, Mr. Jubran, and Ms. Reynolds, with Ms. Reynolds serving as the chair of this committee. The board of directors has determined that each of the members of the Compensation Committee is independent under applicable SEC and NYSE rules.

~~Nominating and Corporate Governance Committee~~. The Nominating and Corporate Governance Committee ~~among other things, seeks, evaluates, and nominates candidates for members of~~will determine Mr. Pinson's committee appointments after the ~~board~~election of directors ~~as well as reviews and evaluates~~at the ~~Company’s corporate governance principles and policies.~~annual meeting.

The Nomination and Corporate Governance Committee is comprised of Mr. Allen, Mr. Carpenter, Mr. Exum, and Ms. Reynolds, with Mr. Exum serving as the committee chair. The board of directors has determined that each member is independent under applicable SEC and NYSE rules.

~~Risk Committee~~. The Risk Committee oversees our risk management processes through the identification, assessment, and management of material risks facing the Company, including risks related to credit, liquidity, strategy, operations, compliance, reputation, and cybersecurity, among others. The committee's primary functions include monitoring and reviewing the Company's enterprise-wide risk management processes, strategies, policies and practices to identify emerging risks, evaluate the adequacy of the Company's risk management functions, and make recommendations to the Board as the Board seeks to effectively manage risks.

The Risk Committee's charter provides that the committee will consist of a majority of independent members of the board. The Risk Committee is comprised of Mr. Andrews, Mr. Jon Ayers, Ms. Clark, and Ms. Sullivan, with Ms. Clark serving as the chair of the committee.

~~Bank Committees.~~ FirstBank maintains two board committees: the Trust Committee and the Directors’ Loan Committee. Mr. Jon Ayers, Mr. Cross, Mr. Exum, and Ms. Reynolds serve on the FirstBank Trust Committee, and Mr. Cross is the committee chair. The Directors’ Loan Committee is comprised of Mr. Jim Ayers, Mr. Cross, Mr. Holmes, Mr. Jubran and Mr. McWhorter, who serves as the committee chair.

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Audit Committee Current Members Andrews (Chair)* Carpenter* Ingram* Jubran* Sullivan* Proposed Members Ingram (Chair)* Jubran* Sullivan* *Independent Director			The Audit Committee, among other things, assists the board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the work of our independent registered public accounting firm. The Audit Committee also oversees the performance of our internal audit function. The board of directors has determined that Mr. Andrews, Mr. Carpenter, and Ms. Sullivan qualify as an “audit committee financial expert,” as such term is defined in the rules of the SEC, and that each of the members of the Audit Committee is independent under the applicable SEC and NYSE rules and have the ability to read and understand financial statements. Meetings in 2021: 13
Compensation Committee Current Members Reynolds (Chair)* Cross* Clark* Ingram* Jubran* *Independent Director			The Compensation Committee, among other things, determines the Company’s total compensation strategy designed to attract and retain leadership talent and motivate executive officers to improve their individual performance and the financial performance of the Company. Additionally, the Compensation Committee reviews and approves the Company's compensation policies and plans for its executive officers, administers the Company's equity-based plans, annually reviews and approves the compensation of the CEO and other executive officers, and reviews and assess risk arising from the Company's compensation policies and practices for its employees, including the Company's executive officers and director. The board of directors has determined that each of the members of the Compensation Committee is independent under applicable SEC and NYSE rules. Meetings in 2021: 8
Nominating and Corporate Governance Committee Current Members Exum (Chair)* Allen* Carpenter* Reynolds* *Independent Director			The Nominating and Corporate Governance Committee, among other things, seeks, evaluates, and nominates candidates for members of the board of directors, as well as reviews and evaluates the Company’s corporate governance principles and policies. The board of directors has determined that each member is independent under applicable SEC and NYSE rules. Meetings in 2021: 6


Risk Committee Current Members Clark(Chair) Andrews Ayers Sullivan* Proposed Members Clark (Chair)* Carpenter* Ayers Sullivan* *Independent Director			The Risk Committee oversees our risk management processes through the identification, assessment, and management of material risks facing the Company, including risks related to credit, liquidity, strategy, operations, compliance, reputation, and cybersecurity, among others. The committee's primary functions include oversight of monitoring and reviewing the Company's enterprise-wide risk management processes, strategies, policies and practices to identify emerging risks, evaluate the adequacy of the Company's risk management functions, and make recommendations to the board as the board seeks to effectively manage risks. The Risk Committee's charter provides that the committee will consist of a majority of independent members of the board. Meetings in 2021: 5
Bank Committees			FirstBank maintains two board committees: the Trust Committee and the Directors' Loan Committee (renamed the Credit Risk Committee in 2022). Mr. Jon Ayers, Mr. Cross, Mr. Exum, and Ms. Reynolds serve on the FirstBank Trust Committee, and Mr. Cross is the committee chair. The Directors' Loan Committee/Credit Risk Committee is comprised of Mr. Cross, Mr. Holmes, Mr. Jubran and Mr. McWhorter, who serves as the committee chair. Meetings in 2021: Trust Committee: 4; Directors' Loan Committee/Credit Risk Committee: 9

Director Nomination Process

~~Our board believes that its directors should have the highest professional~~The Nominating and personal ethics and values, consistent with the Company’s longstanding values and standards. They should have broad experience at the policy-making level in business, government or civic organizations. They should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on their own unique experience. Each director must represent the interests of all shareholders. When considering potentialCorporate Governance Committee evaluates director candidates ~~our board also considers~~based upon criteria established by the ~~candidate’s independence, character, judgment, diversity, age, skills, including financial literacy,~~committee and ~~experience~~applies the same evaluation process to all director nominees regardless of whether the nominee is recommended by a shareholder or by the board. The criteria evaluated by the Nominating and Corporate Governance Committee are further discussed under "Proposal 1 — Election of Directors — Board Diversity, Tenure, Skills and Qualifications" in the context of our needs and those of our board. Although we do not have a written policy with regards to diversity, our board believes that diversity is an important attribute of the members who comprise our board and that the members should represent an array of backgrounds and experiences and should be capable of articulating a variety of viewpoints.this proxy statement. Our board’s priority in selecting board members is the identification of persons who will further the interests of our shareholders through professional and personal experiences and expertise relevant to our business.

Shareholder Nominations to the Board ~~of Directors~~

Our Corporate Governance Guidelines provide that our board of directors will consider shareholders recommendations for the nomination of directors. Acceptance of a recommendation for consideration does not imply that the board will, nominate the recommended candidate. Director nominations by a shareholder or group of shareholders for consideration by our shareholders at any annual meeting of shareholders, or at a special meeting of our shareholders that includes on its agenda the election of one or more directors, may only be made pursuant to Article I, Section 10 of our bylaws or as otherwise provided by applicable law. Nominations pursuant to our bylaws are made by delivering to our Corporate Secretary, within the time frame described in our bylaws, all of the materials and information that our bylaws require for director nominations by shareholders. All notices of intent to make a nomination for election as a director shall be accompanied by the questionnaire, written representation, and agreement of each nominee to serve as a director, pursuant to Article I, Section 11 of our bylaws.

Shareholders wishing to recommend or nominate a director must provide a written notice to our Corporate Secretary that includes, among other information required to be provided by our bylaws, (a) the name, age, business address and residence address of the nominee(s), (b) the principal occupation or employment of the nominee(s), (c) the class or series and number of shares of common stock which are owned beneficially or of record by the nominee(s), (d) a description of all agreements, arrangements or understandings between or among the shareholder and the nominee in connection with the nomination of such person for election as director, and (e) a description of all direct and indirect compensation and other material monetary agreements, arrangements, and understandings during the past three years, and any other material relationships, between or among the

shareholder and respective affiliates and associates and each proposed nominee, including, without limitation all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K. No person shall be eligible to serve as a director of the Company unless nominated in accordance with the procedures set forth in Article I, Section 10 of our bylaws and any nominee proposed by a shareholder not nominated in accordance with Article I, Section 10 shall not be considered or acted upon for election at such meeting. Shareholders’ notices for any proposals requested to be included in our proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including director nominations), must be made in accordance with that rule.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that is designed to ensure that our directors, executive officers, and employees meet the highest standards of ethical conduct. The Code of Business Conduct and Ethics requires that our directors, executive officers, and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in the Company’s best interests. Our Code of Business Conduct and Ethics is available on our website at https:// investors.firstbankonline.com/ under “Corporate Governance.”

Corporate Governance Guidelines

We are committed to having sound corporate governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace. Our board has adopted ~~corporate governance guidelines~~Corporate Governance Guidelines which set forth the framework within which our board, assisted by its committees, direct the affairs of our Company.

In particular, our corporate governance guidelines govern certain activities, including:

◦■director qualification, independence, and selection, as well as shareholder recommendations for director candidates;

◦■director responsibilities and board committees;

◦■director meetings;

◦■management succession and review;

◦■director evaluations; and

◦■director access to management and independent advisors.

Corporate Responsibility

Read our Company’s mission statement and you discover the values that drive our vision of helping people build a better future. By always striving to give a little more today than yesterday, the future keeps looking better for our associates, shareholders, customers and the communities we serve.

Giving More to Community in 2021

■FirstBank Give More. Through paid volunteer time off, our associates logged in close to 2,000 hours that impacted over 140 local organizations through our FirstBank Give More initiative.

■FirstBank Forward and Borrower Benefit Program.In one-year we gave over $1 million in down payment assistance through our Borrower Benefit Program

■Community Partnerships. Throughout our footprint, we are proud sponsors of local athletics, music and the arts, including leading cultural events and community festivals. In 2021, we donated approximately $1.7 million to our local communities.

■Tennessee Bankers Association Financial Literacy Week.We continued our partnership with the Tennessee Bankers Association as a participant in Financial Literacy Week to help create a generation of financially knowledgeable, responsible and empowered youth.

■Rock The Street, Wall Street. We partnered with Rock The Street, Wall Street to help spark the interest of a diverse population of high school girls into pursuing careers in finance.

■Operation HOPE. FirstBank established HOPE Inside at two FirstBank centers in Nashville and Memphis. HOPE Inside provides coaching on credit and money management, homeownership preparedness, and small-business development programs, all offered at no cost.

■Disaster Relief.In 2021, when natural disaster struck several of our local communities, our associates volunteered their time and resources to serve thousands of meals, and they gathered and distributed hygiene kits, baby items, pet items and other needed supplies.

■Community Support. Branches served as collection points for food, school drives and as community locations for local blood drives.

■Affordable Home Ownership.We often host first-time homebuyers events and other educational opportunities to help our customers achieve the financial and lifestyle advantages of affordable homeownership.

■Commitment to the Arts, Education and History.In March of 2021, FirstBank became the first name-in-title sponsor of a new boutique amphitheater located in Thompson’s Station at the southern border of Franklin, Tennessee. The FirstBank Amphitheater, is nestled on a 138-acre site convenient to Nashville and the surrounding cities. We feel this venue will provide memorable experiences to the community for years to come. In 2021, the Knoxville Zoo opened the FirstBank ARC Center, a 12,000 square foot, state of the art reptile facility. We were also proud to announce our partnership with the African American Heritage Society to install a Juneteenth marker in Williamson County.

■Five-Star Recognition.We are proud to announce that in 2021, we again earned a coveted Five-Star Superior Rating from BauerFinancial, a bank rating service analyzing and reporting on the financial condition of the nation’s banking industry since 1983.

2021 Puts a Strong Focus on Diversity and Inclusions

We know that every associate brings a unique point of view, background, and fresh ideas to our organization. That’s why focusing on inclusion fuels our innovation, growth, success, and most importantly, helps all associates feel able to bring their best selves to work.

■In 2021, 20.5% of our externally hired associates were representative of ethnic minority groups, a 6% improvement since 2019.

■In 2021, we partnered with NAMMBA, an organization dedicated to the inclusion of minorities and women in the mortgage industry who are advocates for sustainable homeownership in local communities.

■We were recognized in 2021 by 50/50 Woman on Boards™ for having three or more women on our board of directors.

In 2021, we also implemented the First For All Diversity, Equity & Inclusion Program. The First For All program was created to foster a culture of inclusion at all levels of our organization.

An integral component of the First For All program is the 12-member Diversity First Council. Launched in 2021, the council focuses on educating our associates on inclusion encouraging them to see differences as opportunities to diversify our workforce and increase involvement in our diverse communities. This council will oversee our “All In” Employee Resource Groups, known as "ERG Communities." FirstBank ERG Communities provide a safe place where people who identify as belonging to a certain demographic group – or who consider themselves allies to that group – can speak openly with others who share similar perspectives to provide awareness and education to the FirstBank family. The initial three ERG Communities to be formed in 2022 are:

■Black Professionals. This community group advocates for representation, social awareness, and promoting opportunity for Black and African American associates.

■Women Professionals. This community group develops and mentors women at FirstBank and in the community.

■LGBTQIA+ Associates. This community group provides community and empowerment for LGBTQIA+ associates.

Our ERGs Communities will serve as networks for associates to share their unique perspectives – while advancing FirstBank’s diversity, equity and inclusion strategies and position in our local markets. Inclusive groups that collaborate across regions will enable associates to share ideas, grow professionally and connect with colleagues who have similar interests.

Investing in our People

As we have grown, so has our commitment to our greatest asset—our associates. We pride ourselves on our culture which cultivates the talents of our associates helping them give more and get more out of their jobs than they thought possible, which allows them to give more and give back to their families and the communities we serve.

What makes us a great place to bank also makes us an amazing place to work. In 2021, we were proud to receive the following recognitions and accomplish the following highlights.

■Voted one of Middle Tennessee’s Top Workplaces by the Tennessean for the seventh consecutive year and after winning the award four times we were inducted into the hall of fame.

■We were also named a Best Banks to Work For in America by American Banker again in 2021 for the second year in a row.

■As of December 31, 2021, the Company employed 1,953 associates with an average tenure of six years of service.

■We continued to grow our Talent Advantage program established in 2020 by launching Learning Advantage. These programs have been developed to give FirstBank associates opportunities to grow, develop and explore career opportunities that are interesting to them right within our own organization.

■We implemented more structured recruiting procedures and strengthened our internal application process, resulting in 18% of jobs filled with internal talent. At FirstBank we’re letting all our stakeholders know developing talent is one of the most important, and profitable, things we can do.

■We implemented an enhanced Paid Time Off Policy to allow associates more time off and more flexibility to use paid time away from work as well as adding a Personal Leave of Absence Plan.

■Through our FirstBank Give More program, we added paid volunteer hours to allow our associates to participate in activities supporting community organizations in their local areas.

■New ancillary benefits were offered to increase associate choice and plans were enhanced to raise coverage where possible, all while maintaining a near 75% employer contribution rate.

■We implemented a Flex Work Program to enhance associate productivity and work-life balance.

■We introduced a 36-page Brand Promise Book designed to educate and inspire our associates and new hires to become our greatest ambassadors in building our local banking model into one of the best in the country.

Environmental Sustainability

As a corporate citizen, we have implemented a number of practices which we believe are essential to running our Company’s business efficiently and to maintain the company’s integrity in the marketplace and our environment.

■Engaged in substantial innovation, including creating paper-free processes for loan applications, processing and closings.

■Enhanced our digital offerings, allowing customers to reduce travel and paper, including enhanced mobile deposit capabilities, online banking upgrades, online account opening process, and online remote loan origination capabilities.

Information Security Top Priority

The security of our customers’ information is a top priority.

■Employee’s spent a total 1,482 hours on information security training in 2021.

■Company conducts extensive internal and third party audit assessments on information security practices and risks.

2021 Corporate Governance Highlights


What We Do
■Independent Directors. 85% of our continuing directors, including our new director nominee, are independent under the NYSE standards for independence as well as our Director Independence Standards.						■Director Public Company Service. None of the Company’s directors serve on an excess number of outside boards.
■Independent Committees. Our Audit, Compensation, and Nominating and Corporate Governance Committees are composed entirely of independent directors.						■Clawback Policy. Maintain a clawback policy that applies to both short and long-term incentive plans.


■Executive Sessions. Independent directors meet in executive session at least semiannually.						■Stock Ownership Guidelines. Directors and executive officers are subject to significant common stock ownership guidelines.
■CEO Public Company Service. Our CEO does not serve on any outside public company boards.						■Outside Advisors. Board and Committees may hire outside advisors independently of management.
■Board Diversity. Diverse board in terms of qualifications, specific skills and experiences, as well as gender and ethnicity with 31% of our continuing directors identifying with under represented groups, including women, minorities, and other diverse ethnicities.						■Board Involvement and Attendance. All directors serving during 2021 attended at least 75% of the aggregate of all board and committee meetings in 2021.


What We Don’t Do
■Short Selling or Use of Derivatives. In addition to the types of short selling prohibited by the Exchange Act, our Insider Trading Policy prohibits our directors and executive officers from any short selling or from trading derivative instruments related to our securities.						■Margin Accounts Holding and Pledging of Our Common Stock.Our directors and executive officers are prohibited from holding shares in margin accounts and may only pledge shares of our common stock as collateral for loans by demonstrating the financial capacity to repay the loans without resorting to the pledged stock.
■Multi-year Guaranteed Bonuses. Our NEOs are not eligible for multiyear guaranteed bonuses.						■No Poison Pill. We do not have a shareholder rights plan.

Communications with the Board

We have established procedures for shareholders or other interested parties to communicate directly with our board of directors or with a committee of the board of directors. Such parties may contact our board of directors, a committee, the independent or non-management directors as a group, or a specific director by sending written correspondence by mail to:

Board of Directors

c/o General Counsel and Corporate Secretary FB Financial Corporation

211 Commerce Street, Suite 300

Nashville, Tennessee 37201

The General Counsel is responsible for reviewing all communications addressed to our board of directors, any committee, or any specific director to determine whether such communications require board, committee, or personal review, response, or action. Generally, the General Counsel will not forward to the board, any committee, or any specific director any communications relating to Company products and services, solicitations, or otherwise improper or irrelevant topics. If, however, the General Counsel determines that a communication relates to corporate governance or otherwise requires review, response, or action by the board of directors, any committee, or any specific director, then the General Counsel will promptly send a copy of such communication to each director serving on the board of directors, to the applicable committee, or to the applicable director.

Independent Compensation Consultant

To facilitate the fulfillment of its duties, the Compensation Committee has sole authority to retain outside advisors, including compensation consultants, to assist the Compensation Committee with executive compensation matters. The Compensation Committee has sole authority to approve the fees and retention terms of any such advisors or consultants. During ~~2020,~~2021, the Compensation Committee engaged Pearl Meyer &and Partners ~~LLC~~ (“Pearl Meyer") and Frederic W. Cook & Co. (“FW Cook”) as its independent compensation ~~consultant~~consultants to review of the Company’s executive compensation program for the year. Pearl Meyer and FW Cook also provided advice and information on other executive compensation matters, including executive pay components, prevailing market practices, and relevant legal and regulatory requirements. ~~Additionally, the~~The Nominating and Corporate Governance Committee engaged ~~Pearl Meyer~~FW Cook to provide advice and information on director compensation, including director pay components and prevailing market practices.

The Compensation Committee considered whether there were any conflicts of interest created by its engagement of Pearl Meyer and FW Cook to provide compensation consulting services. Its consideration focused on (i) the fact that Pearl Meyer ~~does~~and FW Cook do not provide any services to the Company other than compensation consulting services, (ii) the conflicts of interest policies and procedures of the Company and of Pearl Meyer and FW Cook, (iii) any relationships between Pearl Meyer and FW Cook and members of our board of directors, (iv) ~~our common~~any FB Financial stock that is owned by Pearl Meyer and FW Cook and its employees, and

(v) the lack of any relationships between Pearl Meyer and FW Cook and any of our executive officers. Based on this assessment, the Compensation Committee concluded that no conflicts of interest existed with respect to Pearl Meyer or ~~its~~FW Cook or their engagement by the Compensation Committee.

Certain Relationships and Related Transactions

Loans to Officers, Directors and Affiliates

We offer loans in the ordinary course of business to our insiders, including executive officers and directors, their affiliates, related interests, and immediate family members, and other employees. Applicable law and our written credit policies require that loans to insiders be on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties, and must not involve more than the normal risk of repayment or present other unfavorable features. Loans to non-insider employees and other non-insiders are subject to the same requirements and underwriting standards and meet our normal lending guidelines, except that non-insider employees and other non-insiders may receive preferential interest rates and fees as an employee benefit. Loans to individual employees, directors, and executive officers must also comply with FirstBank’s statutory lending limits. All extensions of credit to related parties must be reviewed and approved by the bank’s board of directors, and directors with a personal interest in any loan application are excluded from the consideration of such loan application.

We have made loans to directors and executive officers. All loans made to our directors, executive officers, and their affiliates (i) were made in the ordinary course of business; (ii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to us; and (ii) did not involve more than a normal risk of collectability or did not present other features unfavorable to the Company.

Related Person Transaction Policy

Transactions by us with related parties are subject to a formal written policy, as well as regulatory requirements and restrictions. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act, which govern certain transactions by us with our affiliates, and the Federal Reserve’s Regulation O, which governs certain loans by us to executive officers, directors, and principal shareholders. We have adopted policies to comply with these regulatory requirements and restrictions.

We have adopted a written policy governing the approval of related person transactions that complies with all applicable requirements of the SEC and NYSE concerning related person transactions. Related person transactions are transactions in which we are a participant, the amount involved exceeds $120,000, and a related person has or

will have a direct or indirect material interest. Our related parties include our directors (including nominees for election as directors), executive officers, 5% shareholders, the immediate family members of these persons, and any entity in which any of these persons is an executive officer, general partner, or has a 5% or greater interest. All potential related person transactions will be submitted to the Audit Committee for review. In determining whether to approve a related person transaction, the Audit Committee will consider all of the relevant and material facts and circumstances available to it, including (if applicable) but not limited to: the benefits to the Company; the impact on a director’s independence in the event the related person is a director, an immediate family member of a director, or an entity in which a director is an executive officer, general partner, or 5% or more shareholder; the availability of other sources for comparable products or services; the terms of the transaction; and whether the terms are comparable to the terms available to unrelated third parties or to employees generally. After its review, the Audit Committee will only approve or ratify related person transactions that are (i) in, or are not inconsistent with, the best interests of the Company and its shareholders, as the Audit Committee determines in good faith, (ii) on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third person and (iii) approved or ratified by a majority of the disinterested members of the Audit Committee.

The following is a description of transactions during the fiscal year ended December 31, 2021 in which we have participated and in which one or more of our directors, executive officers, or their immediate family members or entities affiliated with them, had a direct or indirect material interest.

Shareholder’s Agreement and Registration Rights Agreement

In connection with our initial public offering (“IPO”) in 2016, we entered into the shareholder’s agreement with Mr. Jim Ayers. See “Corporate Governance - Shareholder’s Agreement and Board Designation Rights.” Additionally, we entered into a registration rights agreement with Mr. Ayers. This agreement provides Mr. Ayers with certain demand and piggyback registration rights in respect of any registrable shares of our common stock held by him, subject to various conditions and limitations as set forth in the agreement. Prior to our IPO, Mr. Ayers was our only shareholder. These transactions did not require review under our Related Person Transaction Policy as such policy was not effective until our IPO. However, all of these transactions were approved by our board of directors.

Other transactions

OnJanuary 9, 2020, we entered into an agreement with Focus Aviation Services (“Focus”), a company owned by Mr. Jim Ayers and Mr. Jon Ayers, pursuant to which we have the right to use, from time to time, an aircraft leased and operated by Focus. Focus bills us for our usage of the aircraft based on hours of use and certain operating costs. During the year ended December 31, 2021, we paid Focus approximately $32,320 under the aviation timesharing agreement.

FirstBank leases various office spaces from entities owned by Mr. Jon Ayers and Mr. Jim Ayers. The aggregate amount paid by the bank for these leases was approximately $496,824 for the year ended December 31, 2021.

Stock Ownership Matters

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, officers and persons who beneficially own more than 10% of our common shares to file initial reports of ownership on Form 3 and reports of changes of ownership on Forms 4 and 5 with the SEC. These officers, directors and 10% beneficial owners are also required to furnish us with copies of all Section 16(a) forms that they file. Copies of Section 16(a) reports can be accessed electronically under the “Stock and Filings” link on our website at https://investors.firstbankonline.com/.

To our knowledge, based solely on our review of the copies of such forms received by us and written representations from our directors and officers, we believe that all Section 16(a) filing requirements applicable to our officers, directors, and 10% beneficial owners have been complied with for the fiscal year ended December 31, 2021, with the following exceptions: On February 16, 2021, Mr. Holmes filed a Form 5 47 days after December 31, 2021, reporting a gift and two transfers which resulted in a change in beneficial ownership; On February 16, 2021,

Mr. Jim Ayers reported the exercise of 390 shares that occurred on January 31, 2021; On May 11, 2021, Mr. Rainwater filed an initial Form 3 12 calendar days after his appointment on April 29, 2021. Additionally, on March16, 2022, Mr. Bowers and Mr. Edmondson filed Forms 4 reflecting the withholding of 110 and 219 shares, respectively, for tax purposes related to vestings on November 2, 2020.

Security Ownership of Management and Certain Beneficial Owners

The following table sets forth certain information with respect to the beneficial ownership of our shares of common stock as of March 25, 2022 for: (i) each of our named executive officers (ii) each of our directors and director nominees; (iii) all of our named executive officers and directors as a group; and (iv) each shareholder known by us to be the beneficial owner of more than 5% of our issued and outstanding common shares of common stock.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investment power with respect to the securities. Beneficial ownership additionally includes equity awards that may vest within 60 days of March 25, 2022. Percentage of ownership is based on 47,487,453 shares of common stock issued and outstanding on March 25, 2022, plus, 58,247 restricted stock units that will vest within 60 days of such date. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each beneficial owner identified in the table possesses sole voting and investment power over all our shares of common stock shown as beneficially owned by the beneficial owner.


Name of Beneficial Owner(1)	Number of Shares Beneficially Owned	Percentage of Shares Beneficially Owned
Directors and Named Executive Officers
Jimmy E. Allen	125,893	*
William F. Andrews	17,111	*
J. Jonathan Ayers	12,970	*
J. Gregory Bowers	8,381	*
William F. Carpenter III	9,694	*
Agenia W. Clark	8,981	*
James W. Cross	49,356	*
Travis K. Edmondson	11,843	*
Wilburn J. Evans	80,312	*
James L. Exum	5,012	*
Christopher T. Holmes	373,682	*
Orrin H. Ingram	66,967	*
Raja J. Jubran	15,891	*
Stuart C. McWhorter	5,646	*
Michael M. Mettee	13,330	*

C. Wright Pinson	14,808	*
Emily J. Reynolds	13,406	*
Melody J. Sullivan	23,844	*

All directors and executive officers as a group (21 persons)	882,205	1.9	%

Shareholders owning more than 5%
James W. Ayers(2)	10,651,903	22.4	%
T. Rowe Price Associates, Inc.(3)	4,948,973	10.3	%
BlackRock, Inc.(4)	5,496,895	11.5	%

*Individual held less than 1% as of March 25, 2022.

(1) Unless otherwise noted, the address for each shareholder listed in the table above is: c/o FB Financial Corporation, 211 Commerce Street, Suite 300, Nashville, Tennessee 37201.

(2) The address for Mr. Ayers is c/o Ayers Asset Management, Inc., 211 Commerce Street, Suite 300, Nashville, Tennessee 37201.

(3) Based solely on information provided in that certain Schedule 13G/A filed with the SEC on February 14, 2022 by T. Rowe Price Associates, Inc. T. Rowe Price Associates, Inc. reports sole voting power with respect to 1,456,607 shares and sole dispositive power with respect to 4,948,973 shares. The address of T. Rowe Price Associates, Inc. is 100 Pratt Street, Baltimore, Maryland 21202.

(4) Based solely on information provided in that certain Schedule 13G/A filed with the SEC on January 27, 2022 by BlackRock, Inc. BlackRock, Inc. reports sole voting power with respect to 5,431,560 shares and sole dispositive power with respect to 5,496,895 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

Executive Officers

The following table sets forth the names, ages and positions of our executive officers:


Name	Age	Position
J. Gregory Bowers	63	Chief Credit Officer
Travis K. Edmondson	42	Chief Banking Officer
Wilburn J. Evans	62	President, FirstBank Ventures
Christopher T. Holmes	58	President, Chief Executive Officer and Director
Aimee T. Hamilton	56	Chief Risk Officer
Michael M. Mettee	41	Chief Financial Officer
R. Wade Peery	58	Chief Administrative Officer
Beth W. Sims	47	General Counsel and Corporate Secretary

The following is certain biographical information for our executive officers. For Mr. Holmes, who also serve as director, please see “Proposal 1 — Election of Directors — Director Nominees” for his biographical information.

J. Gregory Bowers, Chief Credit Officer. Greg Bowers serves as an executive officer at the Company and has served as the Chief Credit Officer for FirstBank since 2007. Mr. Bowers’ experience includes 40 years in the banking industry in various capacities with both national and regional banks where he has held senior management positions in credit administration and policy, underwriting, special assets, and corporate and commercial real estate lending.

Travis K. Edmondson, Chief Banking Officer. Travis Edmondson serves as an executive officer at the Company and has served as the Chief Banking Officer of FirstBank since 2020. Previously, he served as the East Tennessee Regional President of FirstBank from 2018 to 2020, overseeing the operations of financial centers, commercial real estate, and private banking for the East Tennessee region. Mr. Edmondson began his career at Clayton Bank and Trust in 2006 where he was named Chief Executive Officer in 2013. He joined FirstBank in 2017 following FirstBank’s acquisition of Clayton Bank.

Wilburn (Wib) J. Evans, President of FirstBank Ventures. Wib Evans serves as an executive officer of the Company and has served as President of FirstBank Ventures since 2010. He has spent the majority of his career with FirstBank, helping it grow into the third largest bank headquartered in Tennessee. Mr. Evans joined FirstBank in 1987 as Chief Financial Officer before serving as Executive Vice President of FirstBank from 1996 to 2002 and as Chief Operating Officer from 2002 to 2010. As President of FirstBank Ventures, Mr. Evans has the overall responsibility for FirstBank’s mortgage banking segment and our specialty lending, brokerage, and insurance businesses. In addition to his extensive banking experience, Mr. Evans brings three years of public accounting experience.

Aimee T. Hamilton, Chief Risk Officer. Aimee Hamilton serves as an executive officer at the Company and has served as the Chief Risk Officer for FirstBank since November 2021, overseeing the consumer and BSA compliance, information and physical security, loan review and risk management departments. Prior to joining FirstBank, Ms. Hamilton was the Executive Vice President and Chief Risk Officer at Cadence Bank, N.A. from 2020 to 2021, the Deputy Chief Risk Officer in 2020 and Enterprise Risk Management Executive from 2015 to 2020. She maintained oversight for Credit Review, BSA AML Compliance, Consumer Compliance, Operational Risk, Security and ERM Operations and was the bank's primary liaison with federal banking regulators.

Michael M. Mettee, Chief Financial Officer.Michael Mettee serves as an executive officer at the Company and has served as the Chief Financial Officer since 2020. He provides accounting, capital markets, treasury, investment portfolio, finance, planning and analysis support to the Company’s President and CEO, regional presidents, market presidents and community bank presidents. He joined FirstBank in 2012 as the Director of Capital Markets and managed the interest rate risk for FirstBank. He subsequently was CFO of Banking, a position he held before being promoted to Chief Financial Officer of the Company. Prior to joining FirstBank, Mr. Mettee managed the budget and forecasting process, pricing for asset and liability products, financial reporting and provided strategic direction for the retail bank at BBVA Compass.

R. Wade Peery, Chief Administrative Officer.Wade Peery serves as an executive officer at the Company and has served as the Chief Administrative Officer since 2018, overseeing the operations, information technology, human resources, marketing, and facilities divisions for FirstBank. He joined FirstBank in 2012 as Director of Treasury Management before being promoted to Director of Operations and Technology in 2014, a position he held until being promoted to Chief Administrative Officer. Mr. Peery has extensive experience managing a variety of geographic branch groups and business lines across Middle Tennessee. In the second quarter of 2022, Mr. Peery will transition into the role of Chief Innovations Officer.

Beth W. Sims, General Counsel and Corporate Secretary.Beth Sims serves as an executive officer at the Company and has served as the General Counsel and Corporate Secretary for the Company and FirstBank since 2019. She is responsible for the Company's legal functions, advising senior management on legal and regulatory matters, serving as a liaison with outside counsel, and providing counsel on corporate governance matters to the boards of directors. Prior to joining FirstBank, Ms. Sims was a partner at Butler Snow and head of the law firm’s securities team, where she focused on securities laws, banking, and mergers and acquisitions.

Compensation Discussion and Analysis

As of December 31, 2021 the Company is no longer considered an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012. As such, we are no longer eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These exemptions included, but were not limited to, reduced disclosure obligations regarding executive compensation in our proxy statement, including the requirement to include a Compensation Discussion and Analysis. As a result, this Compensation Discussion and Analysis (this "CD&A") describes and explains the material elements of 2021 compensation for our CEO, our CFO, and our other highest compensated executive officers. Detailed information regarding the compensation of these executive officers, also called "NEOs,” is set forth in the tables following this CD&A. We also provide an overview of our executive compensation philosophy and our executive compensation program. In addition, we explain how and why the Compensation Committee of our board arrived at specific compensation policies and decisions involving the NEOs.

For 2021, our NEOs are:


Name			Position
Christopher T. Holmes			President, Chief Executive Officer, and Director
Michael M. Mettee			Chief Financial Officer
J. Gregory Bowers			Chief Credit Officer
Travis K. Edmondson			Chief Banking Officer
Wilburn J. Evans			President, FirstBank Ventures

You should read this section of the proxy statement when determining your vote on the compensation of our NEOs (see "Proposal 2 — Non-Binding, Advisory Vote Regarding the Compensation of the Named Executive Officers). This CD&A contains information that is important to your voting decision.

Compensation Best Practices


What We Do						What We Don't Do
■Double-trigger for acceleration of vesting in connection with a change-in-control.						■Our directors and executive officers are prohibited from holding shares in margin accounts and may only pledge shares of our common stock as collateral for loans by demonstrating the financial capacity to repay the loans without resorting to the pledged stock.
■Dividends on unvested restricted stock and performance-based awards are paid only upon vesting.						■Our NEOs are not eligible for multi-year guaranteed bonuses.
■Cash and equity performance-based awards include “circuit breakers,” where no bonuses are awarded if performance fails to reach certain targets.						■While performance-based equity awards accrue dividend equivalents during the three-year performance period, we do not pay dividends or dividend equivalents on any equity awards until the awards have become vested.
■All incentive compensation arrangements are subject to clawback provisions.						■Allow for the repricing of any stock options.
■Executive officers are subject to stock ownership guidelines.						■Include tax gross-ups in our compensation plans.
■Regularly obtain guidance from an independent compensation consultant as to the amount and design of compensation.						■Allow for excessive perquisites.

Compensation Philosophy and Objectives

The compensation program adopted by the Compensation Committee is designed to achieve a balance between rewarding Company executive officers and associates for superior performance while delivering a compelling return on investment for our shareholders. The Compensation Committee seeks to attract, retain and motivate the Company's employees by aligning competitive, market-based compensation programs with the Company's objectives, business strategy and financial performance. At the same time, the Compensation Committee seeks to create an “owners” perspective throughout the Company, but especially among our NEOs and senior management, through the use of equity-based compensation. As a result, our compensation program tends to feature a heavier emphasis on equity-based compensation than our peer institutions. We also use stock ownership requirements among our executive management team to achieve this objective.

Our Compensation Committee regularly reviews our executive compensation program to ensure it achieves the desired goals of linking the compensation paid to our executive officers with our shareholders' interest. Under this program, our NEOs are rewarded for the achievement of specific annual, long-term and strategic goals, performance measures, and the realization of increased shareholder value.

We believe our executive compensation program's mix of base salary, short-term and long-term incentive compensation, and benefits, including perquisites, as described below, is properly aligned with our compensation objectives.

Compensation Decision-Making

Three parties play an important role in establishing compensation levels for the Company's executive officers: (i) the Compensation Committee, (ii) senior management, and (iii) outside advisors. The sections that follow describe the role each of these parties plays in the compensation-setting process, as well as other important factors that impact compensation decisions.

Role of the Compensation Committee

Our Compensation Committee, which is comprised of independent directors, provides oversight of the Company’s executive compensation. The Compensation Committee has the responsibility to:

■Review and approve the composition of the peer group companies used to assess the Company's pay practices, target pay opportunities, and establish performance goals and objectives;

■Annually review executive compensation plan design and target structure, including reviewing the risk associated with these plans and setting targets for incentives using management's internal business plan, industry and market conditions and other factors;

■Review the performance and determine the compensation of the CEO and other executive officers;

■Determine the amount of, and approve, each element of total compensation paid to the NEOs, and determine the general elements of total compensation for other senior officers; and

■Review all components of compensation (both target and actual) for the CEO and the other NEOs, including base salary, annual cash incentives, and long-term incentives.

In determining the amount of NEO compensation each year, the Compensation Committee reviews competitive market data representing broader banking industry trends, as well as peer group data. It makes specific compensation decisions and awards based on such information, along with Company compensation philosophy, performance, individual performance and other circumstances as appropriate.

Role of Senior Management in Compensation Decisions for NEOs

Throughout the year, the Compensation Committee meets with the CEO and other executive officers to solicit and obtain recommendations with respect to the Company's compensation programs and practices. The CEO makes recommendations to the Compensation Committee as to the appropriate base salaries, annual cash incentive opportunities, and equity awards for the executive officers other than himself.

In approving compensation for 2021, the Compensation Committee considered the CEO’s recommendations for the executive officers. The Compensation Committee, in consultation with its compensation consultant and the chair of the board, made its own determinations regarding the compensation for the CEO, which were then ratified and approved by the board.

Role of the Compensation Consultant

To assist in its efforts to meet the objectives outlined above in 2021, the Compensation Committee retained Pearl Meyer and FW Cook to provide general executive compensation consulting services to the Compensation Committee and to advise and counsel management. Pursuant to the Compensation Committee's charter, the Compensation Committee has the power to retain or terminate such consultant and engage other advisors. A representative of Pearl Meyer regularly participated in meetings of the Compensation Committee through February 25, 2021, including executive sessions without management present. A representative of FW Cook regularly participated in meetings of the Compensation Committee from July 16, 2021 to October 27, 2021 including executive sessions without management present.

While directly reporting to the Compensation Committee, our compensation consultants typically collaborate with management to obtain data, clarify information, and review preliminary recommendations prior to the time they are shared with the Compensation Committee. The consultant provides data regarding market practices, and works with management to develop recommendations for changes to plan designs and policies consistent with the philosophies and objectives discussed earlier. In accordance with SEC rules and NYSE listing standards, the Compensation Committee took appropriate actions to confirm the independence of our compensation consultants. For more information regarding our compensation consultant engagement for 2021, see “— Independent Compensation Consultant” included in this CD&A.

Market Competitiveness

From time to time, our Compensation Committee considers the compensation practices of a group of similarly-sized publicly-traded financial services/banking organizations designated as the Company's peer group in establishing and reviewing the Company's performance, the structure of the Company's compensation program, and the actual compensation of our executive officers. Companies have historically been included in the Company's peer group based on their relevance in terms of asset size, revenue, loan mix, business model, products, services, talent, and geographic location as compared to that of the Company. The Compensation Committee reviews and approves the peer group annually with input from our independent compensation consultant and management.

In 2021, the Compensation Committee worked with our compensation consultants to determine the peer group, referred to in this CD&A as the 2021 Peer Group. The 2021 Peer Group consisted of 20 publicly-traded banks and/or bank holding companies within the same industry, based in the United States and having the same GICS classification as the Company, with median assets of $11.4 billion as of year-end 2020. The 2021 Peer Group consisted of the following institutions:


Name of Institution and Ticker Symbol
1st Source Corporation (SRCE)			Origin Bancorp, Inc. (OBNK)
Ameris Bancorp (ABCB)			Renasant Corporation (RNST)
Cadence Bancorporation (CADE)			Seacoast Banking Corp of FL (SBCF)
City Holding Company (CHCO)			ServisFirst Bancshares, Inc. (SFBS)
First Bancorp (FBNC)			Simmons First National Corp. (SFNC)
First Bancshares, Inc. (FBMS)			Southside Bancshares, Inc. (SBSI)
First Busey Corporation (BUSE)			Trustmark Corporation (TRMK)
First Financial Bancorp. (FFBC)			United Community Banks, Inc. (UCBI)
First Financial Bankshares, Inc. (FFIN)			Veritex Holdings, Inc. (VBTX)
First Merchants Corporation (FRME)

Our Compensation Committee uses peer information as a reference point when evaluating the elements and amounts of the compensation paid to our CEO and our other executive officers. The Compensation Committee does not establish the compensation of our executive officers using direct comparisons to our peer group, but instead uses peer group data as a competitive market check on executive officer compensation. Peer group data is one of several factors used by the Compensation Committee when setting the compensation of our CEO and other executive officers.

Elements and Mix of Compensation

Our principal measures of success in achieving our business objectives areearnings per share and adjusted return on average tangible common equity. The performance-based elements of our executive compensation program are designed to reward our executive officers based on our overall performance in achieving defined performance goals relative to these measures. Through our executive compensation program, we seek to provide:

■Compensation that differentiates pay on the basis of performance;

■Incentive compensation opportunities that will motivate executive officers to achieve both our short-term and long-term business objectives and that will provide compensation commensurate with our performance achievements, while also maintaining a customer-focused culture in which employees are not incentivized to take inappropriate risks;

■Total compensation that is competitive with that of comparable financial institutions within the context of our performance; and

■Protection of shareholder interests and alignment by requiring achievement of successful results as a condition to earning above-average compensation.

Our executive compensation program for 2021 consisted of the following primary elements:


Base salary			Base salary is intended to provide a foundational element of compensation that is relatively secure and that reflects the skills and experience that an executive brings to us. The Company utilizes median base salary levels (fixed compensation) to be able to support meaningful short-term and long-term reward levels (variable compensation) that are based on exceeding results as compared to peers.

Short-Term Annual Cash Incentive Compensation			Annual cash incentive compensation awards are based on adjusted earnings per share (defined and discussed below). This compensation strategy advances our strategic initiatives of superior financial performance, growth in our customer base and operational excellence by growing our net interest and noninterest revenues while managing the associated expenses.

Long-Term Equity Incentive Compensation			Long-term equity incentive compensation aligns executives’ compensation with our performance, including a mix of restricted stock units awards, which vest based on the executive’s continued employment with the company over time (“RSU”), and performance stock units, which are performance-based awards, which vest after three years, with the final payout level of the award based on the Company’s adjusted return on tangible common equity over the three-year period, measured relative to certain peer banks, as described in more detail below, during the same time period ("PSU"). These awards are granted pursuant to a shareholder-approved plan, the 2016 Long-Term Equity Incentive Plan (the “2016 Incentive Plan”).

Employee Benefits			Employee benefits are intended to provide reasonable levels of security with respect to employment, retirement, medical, death and disability protection and paid time off.

Limited Perquisites			Certain limited perquisites are used to supplement the other elements of compensation, facilitating the attraction, motivation and retention of executive officers of the caliber we believe necessary to remain competitive, though we do not consider these a material component of executive officer compensation.

The Compensation Committee takes a holistic approach to establishing the total compensation package for its executives and each element of compensation is interdependent on the other elements. Applying the Company's core values and drawing upon the principles and philosophy discussed above, the Compensation Committee utilizes these elements of compensation as building blocks to construct a complete compensation package for each executive that appropriately satisfies the core design criteria of pay-for-performance, alignment with shareholder interests, market competitiveness, proper governance and compliance with all legal and regulatory guidelines.

The mix and relative weighting of each compensation element reflect the competitive market and the Company's compensation philosophy. The mix of pay may be adjusted from time to time to best support our immediate or longer-term objectives, changes in executive responsibility, and internal consistency.

Target compensation for each named executive officer is a mix of short-term (cash) and long-term (stock) incentives. A substantial portion of this mix is at risk and varies based on the performance of the Company, including the creation of long-term shareholder value. The emphasis on compensation elements related to performance is specifically intended to affect the actual level of compensation realized versus target. If the Company performs well (based on both internal objectives and peer group comparisons), award levels are intended to be strong. If the Company underperforms, award levels and values will be negatively impacted.

The mix of compensation awarded in 2021 to our NEOs reflects our compensation philosophy. As noted above, a substantial portion of our executives' compensation is at risk and tied to performance goals that align with the Company's strategy and shareholder experience.

Target Pay Mix

The following charts present the mix of compensation elements that make up the total realized compensation for our CEO and our other NEOs for 2021. The charts also present the break-down of compensation we consider performance-based compensation, and, as a result, compensation that is at risk, rather than compensation that is fixed in nature.


CEO Target Pay Mix

Other NEO Target Pay Mix

Base Salary

The Compensation Committee views base salary as one element of overall compensation that is designed to reward competence in the executive role and not a principal means to provide incentive to our executive officers. Base salary is intended to provide a foundation element of compensation that is relatively secure and that reflects the skills and experience that an executive brings to us.

Base salaries are reviewed annually and adjusted as appropriate to reflect each NEO's performance, contribution, and experience. Base salary levels are a foundational component of compensation since several elements of compensation are linked to this core element (e.g., cash and stock incentives). However, to support the Company’s

pay-for-performance philosophy, base salary typically remains a smaller percentage of overall compensation for the majority of our NEOs as compared to peers.

The Compensation Committee sets base salaries for NEOs by utilizing market data based on peer companies and published survey data. The Compensation Committee also considers each executive's role, contribution, performance and experience and the Company’s pay-for-performance compensation philosophy. The Compensation Committee reviews base salaries annually but may engage in additional reviews as necessary to address competitive increases or to reflect increases in a particular named executive officer's responsibilities.

The table below provides the base salary decisions made by the Compensation Committee in 2020 and 2021:


Named Executive Officer (1)	2020 Base Salary ($)	Percentage Increase	2021 Base Salary ($)
Christopher T. Holmes (2)	545,700	33%	725,000
Michael M. Mettee	230,000	63%	375,000
J. Gregory Bowers (3)	234,600	32%	310,000
Travis K. Edmondson	250,000	30%	325,000
Wilburn J. Evans	260,000	—%	260,000

(1) Unless otherwise indicated in a footnote to this table, the NEO's base salary was increased in connection with the Compensation Committee's annual review in the ordinary course.

(2) On July 31, 2021, Mr. Holmes entered into an employment agreement with the Company and FirstBank, which replaces and supersedes his prior employment agreement dated August 19, 2016. As a result, as of August 2021, Mr. Holmes base salary increased from $545,700 to $725,000.

(3) On February 19, 2021, Mr. Bowers entered into an employment agreement with the Company and FirstBank. As a result, as of March 2021, Mr. Bowers base salary increased from $234,600 to $310,000.

Annual Cash Incentive Compensation

Annual cash incentive compensation is a short-term incentive that serves as a key mechanism to vary pay levels according to Company-wide short-term performance, linking executive financial rewards to the value delivered to our shareholders. Such incentives are earned and paid annually, but only after established target corporate performance levels are achieved. To underscore the importance of creating value for our shareholders, payouts for the Company's executive officers under the short-term incentive plan ("STIP") are based on corporate, rather than individual, performance. This approach also emphasizes that collective individual performances will result in improved business performance and favorably impact shareholder value.

For 2021, the incentive is earned based on achieving the Company’s annual adjusted earnings per common share ("Adjusted EPS"). Adjusted EPS is the amount of income earned per diluted common share, adjusted for unusual gains/losses and other expenses as provided in the reconciliation table below. While awards under the STIP are based on corporate performance, they still remain subject to Compensation Committee and management discretion based on relevant facts and circumstances.

2021 Target Compensation.Generally, the Compensation Committee establishes target compensation levels for our executives under the STIP at the beginning of each fiscal year, taking into consideration such factors as the compensation philosophy, corporate budget, program objectives, relevant market data, individual performance and the scope and responsibility of each individual. In general, target short-term incentive opportunities are targeted at or above market median levels, with executives having the opportunity to earn higher payouts if warranted based on the overall performance of the Company.

In 2021, the Compensation Committee engaged in a review of the executive team's STIP target levels and made certain adjustments in order to ensure that 2021 target compensation provided reasonable target pay opportunities in relation to pay offered for comparable positions by financial services companies included in our 2021 Peer Group.

Target award opportunities are expressed as a percentage of actual base salary paid for the performance year for all participants. Actual awards may range from 0% to a maximum of 150% of the target award opportunity. The NEOs target levels were as follows for the 2021 plan year:


Adjusted EPS Target for FY 2021						Cash Bonus Payout Factor
$4.17						150%
$3.74						100%
$3.14						25%
<$3.14						0

2021 Annual Cash Incentive Compensation Payouts

For 2021, the Compensation Committee established individual cash incentive award targets for the NEOs as provided in the table below, with the ultimate payout based solely on the Company’s achievement of Adjusted EPS as discussed above. Based upon the Company's performance of Adjusted EPS of $3.78*, the Compensation Committee approved the following STIP payouts to the Company's NEOs for 2021:


	Individual Targets ($)	2021 Cash STIP Payout ($) (1)(2)	2021 Cash STIP Payout as a Percentage of Individual Target
Christopher T. Holmes	725,000	761,000	105%
Michael M. Mettee	250,000	263,000	105%
J. Gregory Bowers	190,000	200,000	105%
Travis K. Edmondson	250,000	263,000	105%
Wilburn J. Evans	420,000	620,000	148%

(1) Except as footnoted below, this column reflects payouts that were earned and awarded under the Company’s 2016 Incentive Plan for 2021 service but that were paid in March of 2022.

(2) During 2021, Mr. Evans was eligible to participate in the mortgage bonus pool, which is described in more detail below under the heading "Executive Benefits and Perquisites — Mortgage Bonus Program." For 2021, Mr. Evans' cash STIP payout of $620,000 was paid through the mortgage bonus pool.


*Reconciliation of non-GAAP metric:

Adjusted net income	2021
Income before income taxes	$	243,051,000
Plus offering expenses	605,000
Less other non-operating items(1)	11,032,000
Adjusted pre-tax net income	232,624,000
Adjusted income tax expense(2)	51,553,000
Adjusted net income	$	181,071,000
Weighted average common shares outstanding - fully diluted	47,955,880
Adjusted diluted earnings per share*
Diluted earnings per common share	$	3.97
Plus offering expenses	0.01
Less other non-operating items	0.22
Less tax effect	(0.02)
Adjusted diluted earnings per share	$	3.78
(1) Includes a $11,172,000 gain from change in fair value on commercial loans held for sale acquired from Franklin, a loss on swap cancellation of $1,510,000, a $2,005,000 gain on other real estate owned, a $787,000 gain from lease terminations and $1,422,000 related to certain charitable contributions.

(2) Includes a $1,678,000 tax benefit related to a change in the value of a net operating loss tax asset related to the Franklin Merger.

Long-Term Equity Incentive Compensation

Long-term incentive compensation is another important part of our executive compensation program and provides equity-based awards to reward performance in executive roles and more closely align the interests of our executives with those of our shareholders. Our long-term equity incentive compensation includes grants of both time and performance-based equity awards.Under the 2016 Incentive Plan, the Compensation Committee is permitted to grant awards of stock options, stock appreciation rights, restricted shares, restricted stock units, performance awards (payable in cash and/or stock), and other equity or cash-based awards.

The Compensation Committee’s approach has been to provide annual awards under the 2016 Incentive Plan to our executives and other employees through grants of RSUs and PSUs. The time-based RSUs generally vest over a three-year period based on the executive’s continued employment with the Company over time, while at least 50% of the awards are performance-based PSU awards that are based on a variable, equity element that provides an emphasis on long-term performance goals, by relying on the Company’s average return on tangible common equity, as further defined and discussed below, over a rolling three year period. We believe the level of long-term equity incentive compensation should reflect the competitive employment market and the relative internal responsibilities of each executive’s position. As a result, the Compensation Committee considers long-term incentive compensation for executive officers at comparable financial institutions within the context of the competitive market data.

In 2021, equity-based awards were granted to executive officers, including the NEOs, and other key employees in order to attract, motivate and retain key employees and enable those persons to participate in our long-term success. Under this component of compensation, we granted both RSU and PSU awards to certain officers in 2021. In determining the total number of equity-based awards to be granted to recipients in 2021, the Compensation Committee considered a combination of the following:

■Market competitive data;

■Scope of responsibility of each officer;

■Degree to which the business unit(s) influenced by each officer contributed to our profits;

■Degree to which asset quality and other risk decisions were influenced by each officer's direction;

■Number of awards currently held by each officer; and

■Long-term management potential of each officer.

RSU Awards

The RSU awards granted under the Company's 2016 Incentive Plan are time-based awards that vest based on the executive’s continued employment with the Company over time. The shares of common stock underlying the RSUs are not issued until the award becomes vested. Our RSUs generally vest in three approximately equal installments over a three-year period beginning on the first anniversary of the grant date. The holder is not entitled to exercise voting rights on the shares until the award is vested and does not receive dividends until the award vests.

As noted above, the Compensation Committee believes that RSUs are an important component of our long-term equity incentive plan as they support the Company's goals to attract, motivate, and retain key employees, while also aligning employee and shareholder outcomes.

PSU Awards

In 2020, the Company started issuing PSU awards under the 2016 Incentive Plan. The PSU awards vest after three years, with the final payout level of the award based on the Company’s core return on average tangible common equity, which is calculated by dividing the Company's core net income (on a fully diluted basis) by the Company's average tangible common equity ("Core ROATCE") over the three-year period, measured relative to a performance comparator group, as discussed below, during the same time period as follows:


Target Core ROATCE						PSU Multiple
>75th Percentile						200%
>50th Percentile						100%
>25th Percentile						25%
Below 25th Percentile						0

The performance comparator group for PSU awards includes all public Southeastern banks, ranging in size from $2.5 to $50 billion in assets, that are existing on the last day of the performance period and are approved by the Compensation Committee on the determination date for the awards.

In January of 2022, the Compensation Committee adjusted the description of the calculation of Core ROATCE included in the form of PSU award agreements filed with the Company's Form 10-K for the year ended December 31, 2021. This adjustment accounts for the initial provision for credit losses recorded in connection with an acquisition in accordance with the current expected credit losses "CECL" methodology, known as the "CECL double-count". As a result, for purposes of outstanding PSU awards, Core ROATCE is calculated by dividing the Company’s adjusted net income by the Company’s average tangible common equity, and any provision expense related to the establishment of allowance for credit losses on a portfolio of acquired loans and leases shall be added back to net income, both for the Company and, to the extent possible based on public filings, for companies within the performance comparator group during the three-year performance period (the "ROATCE Amendment").

For PSU awards currently outstanding, the ROATCE Amendment will not result in a modification to the fair value of the outstanding award or how we have accrued for those awards.

2021 Long-Term Equity Incentive Grants

The following table presents all shares granted in 2021 pursuant to the 2016 Incentive Plan:


	Grant Date	Grant Date Fair Value ($)(1)	Total Number of Shares Granted	Shares of PSUs Granted	Shares of RSUs Granted

Christopher T. Holmes	February 25, 2021	1,250,078	28,937	17,362	11,575

Michael M. Mettee	February 25, 2021	250,042	5,788	2,894	2,894

J. Gregory Bowers	February 25, 2021	725,026	16,783	2,431	14,352	(2)

Travis K. Edmondson	February 25, 2021	255,053	5,904	2,431	3,473

Wilburn J. Evans	February 25, 2021	50,026	1,158	—	1,158

(1)Based on a closing stock price of $43.20 per share as of February 25, 2021.

(2) Includes 12,500 RSUs granted to Mr. Bowers in connection with the entry into his employment agreement in February of 2021.

Executive Benefits and Perquisites

In addition to the three key elements noted above, the Company provides its executives with certain other benefits and perquisites, as follows:

Employment, Severance and Change in Control Agreements. The Company has entered into employment agreements with each of its NEOs, which provide for severance and change in control payments in certain scenarios. The purpose of these agreements is to secure the continued service and dedication of the executives and to provide for certainty and fairness in the event an executive's employment is terminated without cause or in the event of an actual change in control of the Company. The Company believes the agreements are important in the Company's ability to attract and retain executives, particularly in the event the Company is engaged in a transaction which could constitute a change in control.

The employment agreements, as amended, and any resulting payments thereunder as a result of termination or change in control, are described in more detail under "Executive Compensation Tables — Employment Agreements and Potential Post-Employment Payments" in this proxy statement.

Other Benefits.The NEOs and other executive officers and personnel receive life, health, dental and long-term disability insurance coverage in amounts we believe to be competitive with comparable financial institutions and a 401(k) plan with a discretionary performance-based contribution by the Company. Benefits under these plans are made available to all employees of the Company on terms comparable to those provided to the NEOs. We also provide certain NEOs with automobile allowances and other common perquisites. We believe these perquisites provide executives with benefits similar to those they would receive at comparable financial institutions and are necessary for the Company to remain competitive in the marketplace. The Compensation Committee periodically reviews the personal benefits provided to the executive officers. These benefits and perquisites for the NEOs are described in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2021 under the “Executive Compensation Tables” section in this proxy statement.

Mortgage Bonus Plan. Mr. Evans is eligible to participate in a bonus pool established for select management providing services to FB Ventures (the “mortgage bonus pool”). As a member of the FB Ventures senior management team, Mr. Mettee was eligible to participate in the mortgage bonus pool during 2020; however, following his appointment as the Company’s permanent CFO in November 2020, in 2021 and future years, Mr. Mettee no longer participates in the mortgage bonus pool but will instead participate in the Company’s STIP discussed under "—Elements and Mix of Compensation" above.

The mortgage bonus pool is a function of profit generated by FirstBank's mortgage division. If the mortgage division achieves budgeted profit for a given year, the bonus pool will be funded with 10% of the division's profit. The percentage of profit that funds the mortgage bonus pool will be increased or decreased in 10% increments if the Bank exceeds or falls below target performance, respectively, with a maximum of 12% of profits. Mr. Evans’ annual bonus is equal to approximately 25% to 30% of the mortgage bonus pool, depending on the number of employees eligible to participate for the applicable year. The Compensation Committee maintains discretion to make qualitative adjustments to the bonus pool recommended by the CEO. The mortgage bonus pool was approximately 6.54% and 9.7% of the mortgage division's annual profits for 2021 and 2020, respectively.

Employee Stock Purchase Plan. In connection with our IPO, our board of directors and our then-sole shareholder Mr. Ayers approved the FB Financial Corporation 2016 Employee Stock Purchase Plan (the “ESPP”). The ESPP is intended to qualify under Section 423 of the Code. As of December 31, 2021, a total of 2,341,696 shares of our common stock are available for sale under the ESPP. The purchase price applicable for 2021 under the ESPP was 5% of the lower of the price on the first or last day of each offering period. The maximum number of shares issuable during any offering period is 200,000 shares and a participant may not purchase more than 725 shares during any offering period (and, in any event, no more than $25,000 worth of common stock in any calendar year).

Say-on-Pay Advisory Vote and Shareholder Outreach

As a result of the Company’s transition from emerging growth company status, 2021 is the first year the shareholders of the Company will be asked to vote to approve the compensation of our NEOs. As a result, the Company had not yet needed to undertake extensive shareholder outreach but always welcomes meaningful engagement from our shareholders and looks forward to hearing from them at the 2022 annual meeting.

Policies, Guidelines and Other Practices

Evaluation for Excessive Risk in Compensation Programs

The following outlines the method by which the Company reviews and evaluates compensation programs, policies and procedures to prevent unnecessary and excessive risks that could threaten the value of the Company:

■The Compensation Committee discusses annually the governance structure and management practices to effectively monitor and manage risks in compensation programs, policies and procedures;

■To further mitigate risk, the Compensation Committee has responsibility for the design and evaluation of all executive compensation programs, including broad-based Short-Term and Long-Term Incentive Plans; and

■The Compensation Committee has responsibility to review and ratify the Company's non-executive incentive compensation plans. The Compensation Committee's review of incentive compensation plans is supported by management processes aligned with the Guidance on Sound Incentive Compensation Policies adopted by banking regulators in 2010. Incorporated into the management processes is a review, including a risk evaluation, of the components of the Company's incentive plans by human resources, finance, and risk management personnel.

In light of the above reviews, the Company and the Compensation Committee have not identified any risks arising from the Company's compensation programs, policies, and practices for the Company's NEOs, or in general our associates, that are reasonably likely to have a material adverse effect on the Company. It is both the Compensation Committee's and management's intent to continue to evolve our processes going forward by monitoring regulations and best practices for sound incentive compensation.

Clawbacks

We have adopted a Compensation Recovery Policy. Under this policy, all agreements with or awards to an executive officer that provide for incentive compensation must include a delegation of authority to the Compensation Committee to recover incentive compensation, in whole or in part, upon the occurrence of specified events, including a material financial restatement by the Company or a miscalculation or inaccuracy in financial results, performance metrics, or other criteria used in determining the amount of incentive compensation. For purposes of the policy “incentive compensation” includes compensation that is payable, is awarded or becomes vested based on or contingent on the Company’s performance or a financial reporting measure. Incentive compensation includes cash bonus payments and equity-based compensation awards but does not include base salary or benefits under broad-based employee benefit plans.

Stock Ownership Guidelines

Our stock ownership guidelines align director, executive officer and shareholder interests by linking the value realized from equity-based awards to company performance. These guidelines apply to all executive officers, designated senior officers, and non-employee directors and require those individuals to own Company common stock with a value equal to the multiple of the relevant insider’s annual base salary shown below. Guideline levels take effect after the later of: (i) five years after our initial public offering (i.e., September 16, 2021) for executive officers and non-employee directors, or (ii) five years after the individual is appointed to the board or the executive or senior officer position. Directors and executives who are awarded stock are expected to hold any shares awarded by the Company until he or she achieves the applicable ownership guideline levels (other than for the payment of taxes related to the award).



Title			Ownership Guideline
Non-Employee Directors			4 times annual cash retainer
CEO			5 times annual base salary
Executive Officers			3 times annual base salary
Designated Senior Officers			2 times annual base salary

Use of Discretion and Other Factors in Pay Decisions

While the Compensation Committee generally exercises discretion on a limited basis, the Company believes that providing the Compensation Committee certain discretion in determining the various elements of compensation is an important feature of the Company's compensation philosophy. Because the Company has always taken a long-term view, we provide for the Compensation Committee to exercise judgment and discretion rather than relying solely on formulaic results, and we do not reward executives for taking outsized risks that produce short-term results. Therefore, the Company believes it is important that the Compensation Committee have sufficient flexibility to respond to: (i) the Company's unique circumstances; (ii) prevailing market trends; (iii) the rapidly evolving financial and regulatory environment in which the Company operates; (iv) the Company's use of cross-functioning of executive assignments and cross-training as a matter of executive development and succession planning; and (v) risk management objectives. The Company also believes it is in the best interest of the Company and its shareholders that the Compensation Committee have sufficient discretion to recognize and reward extraordinary

performance in non-financial areas that may or may not directly affect the Company's achievement of specific financial metrics for a particular year, but are nevertheless important to long-range growth and the enhancement of shareholder value.

Stock-Based Compensation - Procedures Regarding Timing and Pricing of Grants

We try to make equity-based grants at times when they will not be influenced by scheduled releases of information. Grants of equity-based awards primarily have grant dates corresponding to regularly scheduled meetings of the Compensation Committee in the early part of the fiscal year. For 2021 and 2022, we chose a February meeting of the Compensation Committee. This date allowed time for performance reviews following the determination of corporate financial performance for the previous year. We seek to make grants when our financial results have already become public, and when there is little potential for abuse of material non-public information in connection with equity-based grants. We believe we minimize the influence of our disclosures of non-public information on the long-term incentives by selecting meeting dates well in advance which fall several days or weeks after we report our financial results, and by setting the initial vesting periods at least one year from the date of grant. We follow the same procedures regarding the timing of grants to our NEOs as we do for all other participants.

~~Compensation Committee Interlocks~~Stock Ownership Guidelines

Our stock ownership guidelines align director, executive officer and ~~Insider Participation~~

~~No member of our Compensation Committee (i) is or has ever been an officer or employee of FB Financial or FirstBank, (ii) was, during~~shareholder interests by linking the ~~last completed fiscal year, a participant in any related person transaction requiring disclosure under “Certain Relationships and Related Person Transactions,” except with respect~~value realized from equity-based awards to ~~loans made~~company performance. These guidelines apply to such committee members in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with unrelated parties, or (iii) had, during the last completed fiscal year, any other interlocking relationship requiring disclosure under applicable SEC rules.

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~

~~Loans to Officers, Directors and Affiliates~~

~~We offer loans in the ordinary course of business to our insiders, including~~all executive officers, designated senior officers, and non-employee directors ~~their affiliates, related interests,~~ and ~~immediate family members, and other employees. Applicable law and our written credit policies~~ require ~~that loans~~those individuals to ~~insiders be on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions~~own Company common stock with ~~unrelated parties, and must not involve more than the normal risk of repayment or present other unfavorable features. Loans to non-insider employees and other non-insiders are subject~~a value equal to the same requirements and underwriting standards and meet our normal lending guidelines, except that non-insider employees and other non-insiders may receive preferential interest rates and fees as an employee benefit. Loans to individual employees, directors, and executive officers must also comply with FirstBank’s statutory lending limits. All extensions of credit to related parties must be reviewed and approved by the bank’s board of directors, and directors with a personal interest in any loan application are excluded from the consideration of such loan application.

~~Related Person Transaction Policy~~

We have adopted a written policy governing the approval of related person transactions that complies with all applicable requirements of the SEC and the NYSE concerning related person transactions. Related person transactions are transactions in which we are a participant, the amount involved exceeds $120,000, and a related person has or will have a direct or indirect material interest. Our related parties include our directors (including nominees for election as directors), executive officers, 5% shareholders, the immediate family members of these persons, and any entity in which any of these persons is an executive officer, general partner, or has a 5% or greater interest. All potential related person transactions will be submitted to the Audit Committee for review. In determining whether to approve a related person transaction, the Audit Committee will consider allmultiple of the relevant ~~and material facts and circumstances available to it, including (if applicable) but not limited to:~~insider’s annual base salary shown below. Guideline levels take effect after the benefits to the Company; the impact on a director’s independence in the event the related person is a director, an immediate family member of a director, or an entity in which a director is an executive officer, general partner, or 5% or more shareholder; the availability of other sources for comparable products or services; the terms of the transaction; and whether the terms are comparable to the terms available to unrelated third parties or to employees generally. After its review, the Audit Committee will only approve or ratify related person transactions that arelater of: (i) in, or are not inconsistent with, the best interests of the Company and its shareholders, as the Audit Committee determines in good faith, (ii) on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third person and (iii) approved or ratified by a majority of the disinterested members of the Audit Committee.

The following is a description of transactions during the fiscal year ended December 31, 2020 in which we have participated and in which one or more of our directors, executive officers, or their immediate family members or entities affiliated with them, had a direct or indirect material interest.

~~Shareholder’s Agreement and Registration Rights Agreement~~

~~In connection with~~five years after our initial public offering (“~~IPO”) in 2016, we entered into~~(i.e., September 16, 2021) for executive officers and non-employee directors, or (ii) five years after the ~~shareholder’s agreement with Mr. Jim Ayers. See “Corporate Governance - Shareholder’s Agreement~~individual is appointed to the board or the executive or senior officer position. Directors and Board Designation Rights.” Additionally, we entered into a registration rights agreement with Mr. Ayers. This agreement provides Mr. Ayers with certain demand and piggyback registration rights in respect ofexecutives who are awarded stock are expected to hold any ~~registrable~~ shares of our common stock held by him, subject to various conditions and limitations as set forth in the agreement. Prior to our IPO, Mr. Ayers was our only shareholder. These transactions did not require review under our Related Person Transaction Policy as such policy was not effective until our IPO. However, all of these transactions were approved by our board of directors.

~~Other transactions~~

~~On January 9, 2020, we entered into an agreement with Focus Aviation Services (“Focus~~”), a company owned by Mr. Jim Ayers and Mr. Jon Ayers, pursuant to which we have the right to use, from time to time, an aircraft leased and operated by Focus. Focus bills us for our usage of the aircraft based on hours of use and certain operating costs. Previously, we maintained a similar timesharing agreement with Hawker Aviation Services ("~~Hawker~~"), which was also owned by Mr. Jim Ayers and Mr. Jon Ayers. During the year ended December 31, 2020, we paid Focus approximately $150,142 and Hawker approximately $11,005 under their respective aviation timesharing agreements.

~~FirstBank leases various office spaces from entities owned by Mr. Jon Ayers and Mr. Jim Ayers. The aggregate amount paid~~awarded by the ~~bank for these leases was approximately $510,984~~Company until he or she achieves the applicable ownership guideline levels (other than for the ~~year ended December 31, 2020.~~

~~STOCK OWNERSHIP MATTERS~~

~~Delinquent Section 16(a) Reports~~

~~Section 16(a)~~payment of the Exchange Act requires our directors, officers and persons who beneficially own more than 10% of our common shares to file initial reports of ownership on Form 3 and reports of changes of ownership on Forms 4 and 5 with the SEC. These officers, directors and 10% beneficial owners are also required to furnish us with copies of all Section 16(a) forms that they file. Copies of Section 16(a) reports can be accessed electronically under the “Stock and Filings” link on our website at https://investors.firstbankonline.com/.

To our knowledge, based solely on our review of the copies of such forms received by us and written representations from our directors and officers, we believe that all Section 16(a) filing requirements applicable to our officers, directors, and 10% beneficial owners have been complied with for the fiscal year ended December 31, 2020, with the following exceptions: On March 3, 2020, the following officers reported a February 21, 2020 grant of restricted stock units: Christopher T. Holmes, James R. Gordon, Wilburn J. Evans, James Gregory Bowers, Robert Wade Peery, and Timothy L. Johnson.

~~Security Ownership of Management and Certain Beneficial Owners~~

~~The following table sets forth certain information with respect~~taxes related to the ~~beneficial ownership of our shares of common stock as of March 5, 2021 for: (i) each of our named executive officers (“NEOs~~”); (ii) each of our directors and director nominees; (iii) all of our NEOs and directors as a group; and (iv) each shareholder known by us to be the beneficial owner of more than 5% of our issued and outstanding common shares of common stock.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investment power with respect to the securities. Beneficial ownership additionally includes equity awards that may vest within 60 days of March 5, 2021. Percentage of ownership is based on 47,307,688 shares of common stock issued and outstanding on March 5, 2021. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each beneficial owner identified in the table possesses sole voting and investment power over all our shares of common stock shown as beneficially owned by the beneficial owner.

Name of Beneficial Owner(1)
Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned
Directors and Named Executive Officers
Jimmy E. Allen 129,779 *
William F. Andrews 16,172 *
J. Jonathan Ayers 9,820 *
James W. Ayers 13,622,133 28.8 %
William F. Carpenter III 7,806 *
Agenia W. Clark 6,756 *
James W. Cross 48,417 *
Wilburn J. Evans 3,650 *
James L. Exum 4,073 *
Christopher T. Holmes 367,114 *
Orrin H. Ingram 65,079 *
Raja J. Jubran 5,810 *
Stuart C. McWhorter 4,707 *
Michael M. Mettee 7,370 *
Emily J. Reynolds 11,379 *
Melody J. Sullivan 22,905 *
All directors and executive officers as a group (16 persons) 14,332,970 30.3 %
Shareholders owning more than 5%
T. Rowe Price Associates, Inc.(2)
5,084,183 10.7 %
BlackRock, Inc.(3)
4,895,137 10.4 %

*Individual held less than 1% as of March 5, 2021.

~~(1) Unless otherwise noted, the address for each shareholder listed in the table above is: c/o FB Financial Corporation, 211 Commerce Street, Suite 300, Nashville, Tennessee 37201.~~

(2) Based solely on information provided in that certain Schedule 13G/A filed with the SEC on February 15, 2021 by T. Rowe Price Associates, Inc. T. Rowe Price Associates, Inc. reports sole voting power with respect to 1,351,278 shares and sole dispositive power with respect to 5,084,183 shares. The address of T. Rowe Price Associates, Inc. is 100 Pratt Street, Baltimore, Maryland 21202.

(3) Based solely on information provided in that certain Schedule 13G/A filed with the SEC on January 27, 2021 by BlackRock, Inc. BlackRock, Inc. reports sole voting power with respect to 4,832,617 shares and dispositive power with respect to 4,895,137 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

~~EXECUTIVE OFFICERS~~

~~The following table sets forth the names, ages and positions of our executive officers:~~award).



~~Name~~Title	~~Age~~	~~Position~~Ownership Guideline
~~J. Gregory Bowers~~Non-Employee Directors	62	~~Chief Credit Officer~~4 times annual cash retainer
~~Travis K. Edmondson~~CEO	41	~~Chief Banking Officer~~5 times annual base salary
~~Wilburn J. Evans~~Executive Officers	61	~~President, FirstBank Ventures~~3 times annual base salary
~~Christopher T. Holmes~~Designated Senior Officers	57	~~President, Chief Executive Officer and Director~~
~~Michael M. Mettee~~	40	~~Chief Financial Officer~~
~~Timothy L. Johnson~~	59	~~Chief Risk Officer~~
~~R. Wade Peery~~	57	~~Chief Administrative Officer~~
~~Beth W. Sims~~	46	~~General Counsel and Corporate Secretary~~2 times annual base salary

~~The following is certain biographical information for our executive officers. For Mr. Holmes, who also serve as director, please see “Proposal 1 - Election~~

Use of ~~Directors” for their biographical information.~~Discretion and Other Factors in Pay Decisions

~~J. Gregory Bowers, Chief Credit Officer.~~
~~Greg Bowers serves as an executive officer at~~

While the Compensation Committee generally exercises discretion on a limited basis, the Company believes that providing the Compensation Committee certain discretion in determining the various elements of compensation is an important feature of the Company's compensation philosophy. Because the Company has always taken a long-term view, we provide for the Compensation Committee to exercise judgment and ~~has served~~discretion rather than relying solely on formulaic results, and we do not reward executives for taking outsized risks that produce short-term results. Therefore, the Company believes it is important that the Compensation Committee have sufficient flexibility to respond to: (i) the Company's unique circumstances; (ii) prevailing market trends; (iii) the rapidly evolving financial and regulatory environment in which the Company operates; (iv) the Company's use of cross-functioning of executive assignments and cross-training as ~~the Chief Credit Officer for FirstBank since 2007. Mr. Bowers’ experience includes 38 years~~a matter of executive development and succession planning; and (v) risk management objectives. The Company also believes it is in the banking industry in various capacities with both national and regional banks where he has held senior management positions in credit administration and policy, underwriting, special assets, and corporate and commercial real estate lending.

~~Travis K. Edmondson, Chief Banking Officer~~. Travis Edmondson serves as an executive officer at the Company and has served as the Chief Banking Officer of FirstBank since 2020. Previously, he served as the East Tennessee Regional President of FirstBank from 2018 to 2020, overseeing the operations of financial centers, commercial real estate, and private banking for the East Tennessee region. Mr. Edmondson began his career at Clayton Bank and Trust in 2006 where he was named Chief Executive Officer in 2013. He joined FirstBank in 2017 following FirstBank’s acquisition of Clayton Bank.

~~Wilburn J. Evans, President of FirstBank Ventures.~~ ~~Wib Evans serves as an executive officer~~best interest of the Company and ~~has served as President of FirstBank Ventures since 2010. He has spent~~its shareholders that the majority of his career with FirstBank, helping it grow into the third largest bank headquartered in Tennessee. Mr. Evans joined FirstBank in 1987 as Chief Financial Officer before serving as Executive Vice President of FirstBank from 1996Compensation Committee have sufficient discretion to ~~2002~~recognize and as Chief Operating Officer from 2002 to 2010. As President of FirstBank Ventures, Mr. Evans has the overall responsibility for FirstBank’s mortgage banking segment and our specialty lending, brokerage, and insurance businesses. In addition to his extensive banking experience, Mr. Evans brings three years of public accounting experience.

~~Timothy L. Johnson, Chief Risk Officer.~~ Tim Johnson serves as an executive officer at the Company and also is the Chief Risk Officer for FirstBank, a position he has held since 2013, overseeing the audit, compliance, information security, loan review and risk management departments. He joined FirstBank in 1999 as a member of the Credit and Loan Administration department, before being promoted to Senior Vice President of Loan Administration in 2000, a position he held until being promoted to Chief Risk Officer. Mr. Johnson brings 28 years of experience in financial services to FirstBank, particularly with respect to credit, mortgage, municipal finance, retail banking, commercial lending, consulting and regulatory relations. He is a member of the Risk Management Association. Mr. Johnson provides us with significant experience in risk management and compliance.

~~Michael M. Mettee, Chief Financial Officer.~~ Michael Mettee serves as an executive officer at the Company and has served as the Chief Financial Officer since 2020. He provides accounting, capital markets, treasury, investment portfolio, finance, planning and analysis support to the Company’s President and CEO, regional presidents, market presidents and community bank presidents. He joined FirstBank in 2012 as the Director of Capital Markets and managed the interest rate risk for FirstBank. He subsequently was CFO of Banking, a position he held before being promoted to Chief Financial Officer of the Company. Prior to joining FirstBank, Mr. Mettee managed the budget and forecasting process, pricing for asset and liability products, financial reporting and provided strategic direction for the retail bank at BBVA Compass.reward extraordinary

2041

~~R. Wade Peery, Chief Administrative Officer.~~

Stock-Based Compensation - Procedures Regarding Timing and Pricing of Grants

~~Wade Peery serves~~

Our policy is to make grants of equity-based compensation only at current market prices. Absent special circumstances, it is our policy to make the majority of equity grants at a regularly scheduled meeting of our Compensation Committee. However, we may make a small percentage of grants at other times throughout the year, generally once per quarter, in connection with exceptional circumstances, such as the hiring or promotion of an executive officer, ~~at the Company~~special retention circumstances, or merger and has served as the Chief Administrative Officer since 2018, overseeing the operations, information technology, human resources, marketing, and facilities divisions for FirstBank. He joined FirstBank in 2012 as Director of Treasury Management before being promoted to Director of Operations and Technology in 2014, a position he held until being promoted to Chief Administrative Officer. Mr. Peery has extensive experience managing a variety of geographic branch groups and business lines across Middle Tennessee.acquisition activity.

~~Beth W. Sims, General Counsel~~We try to make equity-based grants at times when they will not be influenced by scheduled releases of information. Grants of equity-based awards primarily have grant dates corresponding to regularly scheduled meetings of the Compensation Committee in the early part of the fiscal year. For 2021 and ~~Corporate Secretary.~~ ~~Beth Sims serves as an executive officer at~~2022, we chose a February meeting of the ~~Company and has served as~~Compensation Committee. This date allowed time for performance reviews following the ~~General Counsel and Corporate Secretary~~determination of corporate financial performance for the ~~Company~~previous year. We seek to make grants when our financial results have already become public, and ~~Bank since 2019. She~~when there is ~~responsible~~little potential for abuse of material non-public information in connection with equity-based grants. We believe we minimize the ~~company's legal functions, advising senior management on legal and regulatory matters, serving as a liaison with outside counsel, and providing counsel on corporate governance matters to the boards~~influence of ~~directors. Prior to joining FirstBank, Ms. Sims was a partner at Butler Snow and head~~our disclosures of ~~the law firm’s securities team, where she focused on securities laws, banking, and mergers and acquisitions.~~

~~EXECUTIVE COMPENSATION~~

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, reduced disclosure obligations regarding executive compensation in our proxy statements, including the requirement to include a Compensation Discussion and Analysis, as well as exemptions from the requirement to hold a non-binding advisory vote on executive compensation and the requirements to obtain shareholder approval of any golden parachute payments not previously approved. We have elected to comply with the scaled disclosure requirements applicable to emerging growth companies. As an emerging growth company, we are permitted to limit reporting of compensation disclosure to our principal executive officer and our two other most highly compensated executive officers, whom we collectively refer to as our “NEOs.”

~~SUMMARY COMPENSATION TABLE~~

~~The following table provides~~non-public information ~~regarding the compensation awarded to or earned during 2019 and 2020, as applicable, by our NEOs.~~

Name and Principal Position Year Salary ($)
Stock Awards
($)(1)
Non-Equity Incentive Compensation ($)
All Other Compensation ($)(4)
Total ($)
Christopher T. Holmes 2020 535,583 969,993 1,088,000 (2) 41,720 2,635,297
   President and Chief Executive
       Officer 2019 477,500 600,031 819,000 (3) 31,938 1,928,469
Michael M. Mettee 2020 241,250 275,029 1,988,000 (2) — 2,504,279
    Chief Financial Officer
Wilburn J. Evans 2020 258,333 100,012 3,180,000 (2) 54,383 3,592,728
    President, FB Ventures 2019 $ 245,833 $ 100,016 $ 440,625 (3) $ 56,140 $ 842,614

(1) Reflects the aggregate grant date fair value of awards of time-based restricted stock units ("RSUs") granted to the NEO during 2020 and 2019 under the FB Financial Corporation 2016 Incentive Plan (the "2016 Incentive Plan") and the grant date fair value of awards of performance stock units ("PSUs") granted to the NEO during 2020 under the 2016 Incentive Plan. The grant date fair value of RSUs was calculated in accordance with FASB ASC Topic 718, based on the ~~value of~~long-term incentives by selecting meeting dates well in advance which fall several days or weeks after we report our financial results, and by setting the ~~underlying shares on~~initial vesting periods at least one year from the date of grant. ~~Refer~~We follow the same procedures regarding the timing of grants to Note 24, "Stock-Based Compensation" in the notes to the audited financial statements in our Annual Report on From 10-K for the fiscal year ended December 31, 2020 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards. For Mr. Holmes, Mr. Mettee and Mr. Evans, the grant date fair value of RSUs granted during 2020 was $484,997, $187,510, and $50,006, respectively. To calculate the grant date fair value of PSUs, the Company multiplied the closing price of the Company's Common Stock on the date of grant by the number of performance units that were expected to vest based on the probable outcome of the performance results (i.e., target level of performance). For Mr. Holmes, Mr. Mettee and Mr. Evans, the grant date fair value of PSUs granted during 2020 was $484,997, $87,520, and $50,006, respectively. The grant date fair value of PSUs granted in 2020, assuming maximum level of performance was $969,993, $175,039, and $100,012. The grant date fair value of awards granted with respect to 2021 will be reported in the Stock Awards column of the Summary Compensation table in the Company's 2022 proxy statement.

~~(2)~~ Earned and awarded under the company’s 2020 incentive plan but paid in March 2021. For 2020, the Compensation Committee established a cash incentive award target for Mr. Holmes of $725,000, with the ultimate payout based solely on the Company’s achievement of a predetermined adjusted earnings per share (“adjusted EPS”) target of $3.01 per share. The Company achieved an adjusted EPS of $3.73 per share. For Mr. Evans and Mr. Mettee, the Compensation Committee established a target cash incentive bonus of $440,000 and $250,000, respectively, of which 50% is based on the achievement of the predetermined adjusted EPS target. Additionally, Mr. Evans and Mr. Mettee were eligible to participate in the mortgage bonus pool, which is described in more detail below under the heading "Mortgage Bonus Program." For 2020, Mr. Evans and Mr. Mettee received $2.85 and $1.8 million, respectively, through the mortgage bonus pool.

~~(3)~~ ~~Earned and awarded under the company’s 2019 incentive plan but paid in March 2020.~~

~~(4)~~ The following table shows all amounts included in the “All Other Compensation” column for 2020 for each of Mr. Holmes and Mr. Evans. Mr. Mettee’s perquisites and personal benefits for 2020 totaled less than $10,000 in the aggregate and therefore, in accordance with SEC disclosure rules, are not included in the “All Other Compensation” column for 2020.

~~All Other Compensation for 2020~~

Name 401(k) Match
Contribution
($)
Life Insurance Premiums
($)
Dividends
($)(a)
Automobile Expenses
($)(b)
Company-Provided Housing ($)(b)
Club
Membership
Fees
($)(b)
Total
($)
Mr. Holmes $ 8,550 $ 5,831 $ 10,195 $ 8,291 $ — $ 8,853 $ 41,720
Mr. Evans $ 8,550 $ — $ 1,427 $ 13,800 $ 29,948 $ — $ 54,383

a.~~Reflects dollar value of vested dividend equivalents.~~

b.~~The value of perquisites and other personal benefits reflects the aggregate incremental cost to the Company of providing the benefit.~~

~~NARRATIVE TO SUMMARY COMPENSATION TABLE~~

~~Overview~~

~~General. We compensate~~ our NEOs ~~through a combination of base salary, annual cash incentive awards, long-term equity incentive compensation and~~as we do for all other benefits, including perquisites. Each of our NEOs has substantial responsibilities in connection with our daily operations and collectively function as a leadership team responsible for the success of the Company.

~~Oversight~~. Our Compensation Committee, which is comprised of independent directors, provides oversight of the company’s executive compensation. Each year, the Compensation Committee reviews the company’s compensation and incentive plans, including the risks associated with these plans. The Compensation Committee engages its own independent advisors and consultants.

~~Compensation Program~~. In 2019, the Compensation Committee enhanced the Company’s compensation philosophy to align with our strategic plan and to create a competitive talent advantage, with the following guiding principles:

•~~senior executives should maintain high levels of stock ownership to align the interest of management and shareholders; and~~

•~~the company will provide lower fixed compensation coupled with a higher variable compensation, creating a pay-for-performance mentality.~~

~~Annual Cash Incentives~~

•~~Annual individual targets for cash bonus awards are based on adjusted earnings per share (“adjusted EPS~~”). This compensation strategy advances our strategic initiatives of achieving operational excellence through the reduction of non-interest expense and driving balanced loan and deposit growth while maintaining excellent credit quality.

•~~For 2020, cash bonus awards for executive officers included performance payout multiples based on the criteria specified below, which were established by the Compensation Committee in February 2020.~~

Adjusted EPS Target for FY 2020 Cash Bonus Payout Factor
$3.17 150%
$3.01 100%
$2.83 25%
>$2.83 0

~~Equity Incentives~~. The Company grants long-term incentive award to align executives’ compensation with our performance, including a mix of restricted stock units awards, which vest based on the executive’s continued employment with the company over time, and performance-based awards ("~~PSU awards~~"). The PSU awards vest after three years, with the final payout level of the award based on the Company’s adjusted return on tangible common equity over the three-year period, measured relative to all peer banks during the same time period as follows:


~~Target Adjusted ROTCE~~						~~PSU Multiple~~
>~~75th Percentile~~						~~200%~~
>~~50th Percentile~~						~~100%~~
>~~25th Percentile~~						~~25%~~
~~Below 25th Percentile~~						0

For purposes of the PSU awards, "adjusted return on tangible common equity" is the average daily balance of total shareholders’ equity less the average daily balance of the carrying value of goodwill and intangibles for each annual period as reported by SP Global Markets. The peer group for PSU awards includes all public Southeastern banks, ranging in size from $2.5 to $50 billion in assets, that are existing on the last day of the performance period and approved by the Compensation Committee on the determination date for the awards.

~~Sound Equity Compensation Practices. Other features of the Company’s equity incentives include:~~

•~~double-trigger for acceleration of vesting in connection with a change-in-control~~

•~~dividends on unvested restricted stock and performance-based awards are paid only upon vesting~~

•~~cash and equity performance-based awards include “circuit breakers,” where no bonuses are awarded if performance fails to reach certain targets~~

•~~all incentive compensation arrangements are subject to clawback provisions~~

•~~executive officers are subject to stock ownership guidelines (described in more detail below)~~

~~Compensation Clawback Policy~~. We have adopted a compensation recovery policy. Under this policy, all agreements with or awards to an executive officer that provide for incentive compensation must include a delegation of authority to the Compensation Committee to recover incentive compensation, in whole or in part, upon the occurrence of specified events, including a material financial restatement by FB Financial or a miscalculation or inaccuracy in financial results, performance metrics, or other criteria used in determining the amount of incentive compensation. For purposes of the policy “incentive compensation” includes compensation that is payable, is awarded or becomes vested based on or contingent on the company’s performance or a financial reporting measure. Incentive compensation includes cash bonus payments and equity-based compensation awards but does not include base salary or benefits under broad- based employee benefit plans.

~~Employment Agreement with Mr. Holmes~~

~~On August 19, 2016, we entered into an employment agreement with Mr. Holmes, the material terms of which are described below.~~

~~Term and Compensation~~. The initial term of the agreement was for three years. The term automatically renews on each anniversary thereafter for an additional one-year period. Base salary is a minimum $400,000, subject to annual review and increases. Mr. Holmes is entitled to participate in all incentive, savings, retirement, welfare and fringe benefit plans generally made available to our senior executive officers, as well as use of an automobile, country club dues and a term life insurance policy of $2,500,000. Mr. Holmes is eligible for an annual cash bonus and equity grant under our long-term incentive plan, based upon performance criteria established from time to time by the Compensation Committee. The expectation is that the majority of Mr. Holmes’ total compensation will be performance-based. The agreement, as amended, provided for special one-time equity grants.

~~Severance Benefits~~. Mr. Holmes’ employment may be terminated any time by either party, and automatically terminates on death or disability. If employment is terminated by the Company without “cause” or Mr. Holmes resigns for “good reason” (as defined in the employment agreement), he will receive a severance payment equal to 200% of his current base salary and bonus paid in the prior fiscal year. He is also entitled to participate in our health plan for 18 months at the active employee rate. If Mr. Holmes’ employment is terminated by us for “poor performance”, the severance benefit is reduced to 100% of his current base salary and prior year bonus. In the event that we elect not to renew Mr. Holmes’ term of employment at the expiration of the term as renewed annually, we may elect to pay a severance benefit of either 200% or 100% of current base salary and bonus.

~~Restrictive Covenants~~. Mr. Holmes’ employment agreement contains confidentiality, non-competition and employee and customer non-solicitation covenants that apply during his employment with us and for two years after his termination of employment. The restricted period is reduced to one year in the event that he is terminated for poor performance or we elect not to renew his employment term and pay only 100% of current base salary and bonus, as described above.

~~Limits on Change in Control Payments~~. If the severance payments or any other payments or benefits received by Mr. Holmes under any arrangement would be subject to the 20% excise tax imposed under Section 4999 of the Internal Revenue Code upon a change in control of FB Financial, the amounts may be reduced to an amount that is less than 300% of his average annual compensation in order to avoid the triggering of the excise tax. No reduction is applied if the net amount received by Mr. Holmes after paying the excise tax is greater than the reduced benefit. We do not provide any tax “gross up” payment to Mr. Holmes upon a change in control.

~~Employment agreement with Mr. Mettee~~

~~On November 27, 2020, we entered into an employment agreement with Mr. Mettee, the material terms of which are described below.~~

~~Term and Compensation~~. The initial term of the agreement is for three years. The term automatically renews on each anniversary thereafter for an additional one-year period. Base salary is a minimum $375,000, annual short-term incentive compensation is $250,000, and annual long-term incentive compensation is $250,000, in each case subject to annual review and adjustment. Mr. Mettee is entitled to participate in all incentive, savings, retirement, welfare and fringe benefit plans generally made available to our senior executive officers.

~~Severance Benefits~~. Mr. Mettee’s employment may be terminated any time by either party, and automatically terminates on death or disability. If employment is terminated by the Company without “cause” or Mr. Mettee resigns for “good reason” (as defined in the employment agreement), he will receive a severance payment equal to 200% of his current base salary and maximum short-term incentive compensation.

~~Restrictive Covenants~~. Mr. Mettee’s employment agreement contains confidentiality, non-competition, and employee and customer non-solicitation covenants that apply during his employment with us and for two years after his termination of employment.

~~Limits on Change in Control Payments~~. If the severance payments or any other payments or benefits received by Mr. Mettee under any arrangement would be subject to the 20% excise tax imposed under Section 4999 of the Internal Revenue Code upon a change in control of FB Financial, the amounts may be reduced to an amount that is less than 300% of his average annual compensation in order to avoid the triggering of the excise tax. No reduction is applied if the net amount received by Mr. Mettee after paying the excise tax is greater than the reduced benefit. We do not provide any tax “gross up” payment to Mr. Mettee upon a change in control.

~~Mortgage Bonus Plan~~

~~Mr. Evans is eligible to participate in a bonus pool established for select management providing services to FB Ventures (the “mortgage bonus pool~~”). As a member of the FB Ventures senior management team, Mr. Mettee was eligible to participate in the mortgage bonus pool during 2020; however, following his appointment as the Company’s permanent Chief Financial Officer in November 2020, in 2021 and future years, Mr. Mettee will instead participate in the Company’s short-term incentive plan.

The mortgage bonus pool is a function of profit generated by FirstBank's mortgage division. If the mortgage division achieves budgeted profit for a given year, the bonus pool will be funded with 10% of the division's profit. The percentage of profit that funds the mortgage bonus pool will be increased or decreased in 10% increments if the Bank exceeds or falls below target performance, respectively, with a maximum of 12% of profits. Mr. Evans’ annual bonus is equal to approximately 25% to 30% of the mortgage bonus pool, depending on the number of employees eligible to participate for the applicable year. Mr. Mettee’s annual bonus for 2020 was approximately 10% of the mortgage bonus pool. The Compensation Committee maintains discretion to make qualitative adjustments to the bonus pool recommended by the Chief Executive Officer. The mortgage bonus pool was approximately 9.7% and 12.0% of the mortgage division's annual profits for 2020 and 2019, respectively.

~~2016 Incentive Plan~~

We maintain the 2016 Incentive Plan that permits us to grant awards of stock options, stock appreciation rights, restricted shares, restricted stock units, performance awards (payable in cash and/or stock), and other equity or cash- based awards. There were 2,700,000 shares of common stock reserved for awards under the plan, which is adjusted for certain transactions such as a recapitalization, stock split or stock dividend. Awards to non-employee directors are limited 100,000 shares to any director in a year.

Awards become vested upon a participant’s death or disability and also upon a change in control in which the surviving entity does not assume the outstanding awards. Awards that become vested over time become fully vested. Awards that become vested on performance conditions will become vested on target performance, adjusted pro rata for the period of service performed prior to death, disability or change in control. For awards assumed by the surviving entity, similar vesting will apply if the participant’s employment is terminated without cause or upon resignation for good reason within two years of the change in control.

~~Employee Stock Purchase Plan~~

~~In connection with our IPO, our board of directors and our then-sole shareholder Mr. Ayers approved the FB Financial Corporation 2016 Employee Stock Purchase Plan (the “ESPP”). The ESPP is intended to qualify under Section 423 of the Code. As of December 31, 2020, a total of 2,379,006~~shares of our common stock are available for sale under the ESPP. The purchase price applicable for 2020 under the ESPP was 95% of the lower of the price on the first or last day of each offering period. The maximum number of shares issuable during any offering period is 200,000 shares and a participant may not purchase more than 725 shares during any offering period (and, in any event, no more than $25,000 worth of common stock in any calendar year).participants.

~~Outstanding Equity Awards at 2020 Fiscal Year-End~~

Name Equity Incentive Plan Award
Number of Shares or Units of Stock That Have Not Vested (#)
Equity Incentive Plan Award
Market Value of Shares or Units of Stock That Have Not Vested ($)(4)
Mr. Holmes 33,977 (1) 1,180,021
13,394 (3) 930,347
Mr. Mettee 8,330 (1) 289,301
337 (2) 11,704
2,417 (3) 167,885
Mr. Evans 4,206 (1) 146,074
125,000 (2) 4,341,250
1,381 (3) 95,924

(1) Reflects unvested RSUs, granted under the FB Financial Corporation, Inc. 2016 Incentive Plan, which we refer to as the 2016 Incentive Plan, which vest as follows: for Mr. Holmes: 8,656 on March 1, 2021, 11,927 in two approximately equal increments on March 8, 2021 and 2022, and 13,394 in three approximately equal increments on February 21, 2021, 2022 and 2023; with respect to Mr.Mettee: 419 on March 1, 2021, 994 in two approximately equal increments on March 8, 2021 and 2022, 2,417 in three approximately equal increments on February 21, 2021, 2022 and 2023, and 4,500 on May 8, 2021; with respect to Mr. Evans: 837 on March 1, 2021, 1,988 in approximately two equal increments on March 8, 2021 and 2022, and 1,381 in three approximately equal increments on February 21, 2021, 2022 and 2023.

~~(2) Reflects unvested RSUs, granted under the 2016 Incentive Plan, which vest on September 21, 2021.~~

(3) Reflects unvested PSUs granted under the 2016 Incentive Plan in 2020. The settlement of these units in shares of common stock in 2023 is tied to the achievement of a ROATCE target ratio that has been preapproved by the Compensation Committee relative to the Company's peer bank institutions over a three year period.

(4) Market value is calculated based on the closing price of our common stock on December 31, 2020, the last trading day of our 2020 fiscal year, of $34.73. With respect to unvested performance-based equity awards, represents the market value as of December 31, 2020 of the number of shares issuable upon achievement of the maximum performance goal (200% of target).

~~EQUITY COMPENSATION PLAN INFORMATION~~

~~The following table summarizes equity compensation plan information as of December 31, 2020.~~

Plan Category # of securities to be issued upon exercise of outstanding options, warrants and rights (#) Weighted-average exercise price of outstanding options, warrants and rights ($) # of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(a) (b) (c)
Equity compensation plans
approved by security holders 1,100,199 (1) N/A 3,512,503 (2)
Equity compensation plans not
approved by security holders N/A N/A N/A
Total 1,100,199 N/A 3,512,503

(1) Reflects unvested restricted stock units granted under the 2016 incentive plan (1,100,199 shares). This includes 53,147 performance-based restricted stock units under the Plan. Performance-based restricted stock units do not have an exercise price because their value is dependent upon continued employment over a period of time or the achievement of certain performance goals, and are to be settled for shares of common stock.

(2) Reflects balance in reserves not granted under the 2016 incentive plan (1,133,497 shares) and employee stock purchase plan (2,379,006 shares). A maximum of 200,000 shares may be purchased in the current offering period of the employee stock ownership plan.

Stock Ownership Guidelines

Our stock ownership ~~requirements~~guidelines align director, executive officer and shareholder interests by linking the value realized from equity-based awards to company performance. These guidelines apply to all executive officers, designated senior officers, and non-employee directors and require ~~insiders~~those individuals to own Company common stock with a value equal to the multiple of the relevant insider’s annual base salary shown below. Guideline levels take effect after the later of: (i) five years after our initial public offering (i.e., September 16, 2021) for executive officers and non-employee directors, or (ii) five years after the individual is appointed to the board or the executive or senior officer position. Directors and executives who are awarded stock are expected to hold any shares awarded by the Company until he or she achieves the applicable ownership guideline levels (other than for the payment of taxes related to the ~~grant)~~award).



Title			Ownership Guideline
Non-Employee Directors			4 times annual cash retainer
CEO			5 times annual base salary
Executive Officers			3 times annual base salary
Designated Senior Officers			2 times annual base salary

Use of Discretion and Other Factors in Pay Decisions

Stock-Based Compensation - Procedures Regarding Timing and Pricing of Grants

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee (i) is or has ever been an officer or employee of FB Financial or FirstBank, (ii) was, during the last completed fiscal year, a participant in any related person transaction requiring disclosure under “Certain Relationships and Related Person Transactions,” except with respect to loans made to such committee members in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with unrelated parties, or (iii) had, during the last completed fiscal year, any other interlocking relationship requiring disclosure under applicable SEC rules.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based on this review and these discussions, the Compensation Committee has recommended to the board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company’s annual report on Form 10-K for the year ended December 31, 2021 for filing with the SEC.


~~Title~~						~~Ownership Guideline~~
~~Director~~						~~4 times annual cash retainer~~Members of the Compensation Committee
~~CEO~~						~~5 times annual base salary~~
~~Senior Executive Vice President~~						~~3 times annual base salary~~
~~Executive Vice President~~						~~2 times annual base salary~~
~~Senior Vice President~~						~~1 times annual base salary~~ Emily J. Reynolds, Chair Agenia W. Clark James W. Cross IV Orrin H. Ingram Raja J. Jubran

Executive Compensation Tables

Summary Compensation Table

The following table provides information regarding the compensation awarded to or earned during 2019, 2020 and 2021 as applicable, by our NEOs.


Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)	Non-Equity Incentive Compensation ($)		All Other Compensation ($)(5)	Total ($)
Christopher T. Holmes	2021	620,408	1,250,078	761,000	(2)	51,396	2,682,883
President and Chief Executive	2020	535,583	969,993	1,088,000	(3)	41,720	2,635,296
Officer	2019	477,500	600,031	819,000	(4)	31,938	1,928,469

Michael M. Mettee	2021	375,000	250,042	263,000	(2)	19,291	907,333
Chief Financial Officer	2020	241,250	275,029	1,988,000	(3)	—	2,504,279

J. Gregory Bowers	2021	300,575	725,026	200,000	(2)	6,319	1,231,919
Chief Credit Officer

Travis K. Edmondson	2021	325,000	255,053	263,000	(2)	18,664	861,717
Chief Banking Officer

Wilburn J. Evans	2021	260,000	50,026	620,000	(4)	209,968	1,139,994
President, FirstBank Ventures	2020	258,333	100,012	3,180,000	(3)	54,383	3,592,728
	2019	245,833	100,016	440,625	(4)	56,140	842,614

(1)Reflects the aggregate grant date fair value of awards of time-based RSUs granted to the NEOs during 2021, 2020 and 2019, as applicable, under the 2016 Incentive Plan and the grant date fair value of awards of PSUs granted to the NEOs during 2021 and 2020, as applicable, under the 2016 Incentive Plan. The grant date fair value of RSUs was calculated in accordance with FASB ASC Topic 718, based on the value of the underlying shares on the date of grant. Refer to Note 23, "Stock-Based Compensation" in the notes to the audited financial statements in our annual report on From 10-K for the fiscal year ended December 31, 2021 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards. For Mr. Holmes, Mr. Mettee, Mr. Bowers Mr. Edmondson, and Mr. Evans the grant date fair value of RSUs granted during 2021 was $500,000, $125,000, $80,000, $150,000, $50,000, respectively. To calculate the grant date fair value of PSUs, the Company multiplied the closing price of the Company's common stock on the date of grant by the number of PSUs that were expected to vest based on the probable outcome of the performance results (i.e., target level of performance). For Mr. Holmes, Mr. Mettee, Mr. Bowers, Mr. Edmondson, and Mr. Evans, the grant date fair value of PSUs granted during 2020 was $485,000, $87,500, $40,000, $65,000, $50,000, respectively. The grant date fair value of PSUs granted in 2021, assuming maximum level of performance was $750,000, $125,000, $105,000, $105,000, and $0. The grant date fair value of awards granted with respect to 2022 will be reported in the Stock Awards column of the Summary Compensation table in the Company's 2023 proxy statement.

(2) Earned and awarded under the Company’s 2021 STIP but paid in March 2022. For 2021, the Compensation Committee established a cash incentive award target for Mr. Holmes of $725,000, with the ultimate 100% payout based solely on the Company’s achievement of a predetermined Adjusted EPS target of $3.74 per share. The Company achieved an Adjusted EPS of $3.78 per share. For Mr. Mettee, Mr. Bowers, Mr. Edmondson, and Mr. Evans, the Compensation Committee established a target cash incentive bonus of $250,000, $190,000, $250,000, and $420,000,respectively, of which 100% is based on the achievement of the predetermined Adjusted EPS target for 2021. Additionally, Mr. Evans was eligible to participate in the mortgage bonus pool, which is described in more detail under "Compensation Discussion and Analysis — Elements and Mix of Compensation — Mortgage Bonus Program." For 2021, Mr. Evans received $620,000 through the mortgage bonus pool.

(3) Earned and awarded under the Company's 2020 STIP but paid in March 2021.

(4) Earned and awarded under the Company’s 2019 STIP but paid in March 2020.

(5)The following table shows all amounts included in the “All Other Compensation” column for 2021 for each of Mr. Holmes, Mr. Mettee, Mr. Edmondson and Mr. Evans. For Mr. Bowers, perquisites and personal benefits for 2021 totaled less than $10,000 in the aggregate and therefore, in accordance with SEC disclosure rules, are not itemized below, but are included in the “All Other Compensation” column above for 2021.

All Other Compensation for 2021


Name	401(k) Match Contribution ($)	Life Insurance Premiums ($)	Dividends ($)(a)	Automobile Expenses ($)(b)	Company-Provided Housing ($)(b)	Club Membership Fees ($)(b)	Disability Insurance Premiums ($)	Awards trip ($)(b)	Spousal travel ($)(b)	Total ($)
Mr. Holmes	8,700	5,831	14,499	8,419	—	12,163	—	—	1,784	51,396
Mr. Mettee	8,700	—	3,191	6,000	—	—	—	—	1,400	19,291

Mr. Edmondson	8,195	—	2,739	7,500	—	—	—	—	230	18,664
Mr. Evans	8,700	—	152,959	13,800	31,240	—	658	1,914	697	209,968

a.Reflects dollar value of vested dividend equivalents.

b.The value of perquisites and other personal benefits reflects the aggregate incremental cost to the Company of providing the benefit.

Grants of Plan-Based Awards Table

The following table provides information about plan-based awards granted to our NEOs during 2021.


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(1)		Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: No. of Shares of Stock or Units(3)		Grant Date Fair Value of Stock and Options Awards ($)(4)
Name	Award	Grant Date	Target	Maximum		Target	Maximum
Christopher T. Holmes	STI		725,000	1,087,500
	RSU	2/25/2021						11,575		500,040
	PSU	2/25/2021				17,362	34,724			750,038
Michael M. Mettee	STI		250,000	375,000

	RSU	2/25/2021						2,894		125,021
	PSU	2/25/2021				2,894	5,788			125,021
J. Gregory Bowers	STI		190,000	285,000

	RSU	2/25/2021						1,852		80,006
	RSU	2/25/2021						12,500	(6)	540,000
	PSU	2/25/2021				2,431	4,862			105,019
Travis K. Edmondson	STI		250,000	375,000

	RSU	2/25/2021						3,473		150,034
	PSU	2/25/2021				2,431	4,862			105,019
Wilburn J. Evans	STI		420,000	—	(5)

	RSU	2/25/2021						1,158		50,026

(1) The amounts of the estimated future payouts under the non-equity incentive plans column represent each executive's opportunities in the event the Company met certain targets in 2021 pursuant to the terms of the STIP. Cash payouts for 2021 under the 2021 STIP were made on March 11, 2022 and are included in the Summary Compensation Table.

(2) Awards represent PSUs awarded on February 25, 2021 that vests after three years upon the attainment of certain pre-determined performance measures as discussed under "Compensation Discussion and Analysis — Elements and Mix of Compensation — PSU Awards." Depending on the performance level achieved, the maximum award that may be earned for these performance-based PSUs is 200% of the initial shares awarded. For additional information, see "Compensation Discussion and Analysis — Elements and Mix of Compensation — PSU Awards."

(3) Awards represent RSUs awarded on February 25, 2021 that vest annually in equal installments over a three-year period (subject to continued employment). Closing price of the Company's common shares on February 25, 2021, the date of grant, was $43.20. For additional information, see "Compensation Discussion and Analysis — Elements and Mix of Compensation — RSU Awards."

(4) Amounts represent the aggregate grant-date fair value of stock awards, including performance shares and restricted stock, granted under the 2016 Incentive Plan, calculated in accordance with ASC 718. See notes 2 and 3, above, for additional information regarding these awards. For the PSUs, the amounts have been calculated taking into consideration the probable outcome of the respective performance conditions as of the date of grant (target). Dividends accrued but not paid until the vesting of the awards of PSUs and RSUs are not included in the

amounts reflected in this column. Assumptions used in the calculation of these amounts are described in Note 23 to our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2021.

(5) During 2021, Mr. Evans was eligible to participate in the mortgage bonus pool in addition to his potential bonus payout related to his target established under the STIP. For 2021, Mr. Evans' cash STIP payout of $620,000 was paid through the mortgage bonus pool. For more information regarding the mortgage bonus pool, see "Compensation Discussion and Analysis — Executive Benefits and Perquisites — Mortgage Bonus Program."

(6) Reflects 12,500 RSUs granted to Mr. Bowers in connection with the entry into his employment agreement in February of 2021.

For information about the rationale behind the sizing, timing, components, and other aspects of the major compensation elements reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table, see the CD&A section of this proxy statement.

Outstanding Equity Awards at Fiscal Year End

The following table represents information regarding unvested RSUs and PSUs for each NEO as of December 31, 2021.


	Stock Awards
Name	Equity Incentive Plan Award Number of Shares or Units of Stock That Have Not Vested (#)		Equity Incentive Plan Award Market Value of Shares or Units of Stock That Have Not Vested ($)(3)
Mr. Holmes	26,469	(1)	1,159,872
	30,756	(2)	2,695,456
Mr. Mettee	5,003	(1)	219,231
	5,311	(2)	465,456
Mr. Bowers	15,686	(1)	687,361
	3,536	(2)	309,895
Mr. Edmondson	20,665	(1)	905,540
	4,227	(2)	370,454
Mr. Evans	3,073	(1)	134,659
	1,381	(2)	121,031

(1) Reflects unvested RSUs, granted under the 2016 Incentive Plan, which vest as follows: for Mr. Holmes: 5,964 on March 8, 2022, and 8,930 in two approximately equal increments on February 21, 2022 and 2023 and 11,575 in three approximately equal increments on April 1, 2022, 2023 and 2024; with respect to Mr. Mettee: 497 on March 8, 2022, 1,612 in two approximately equal increments on February 21, 2022 and 2023 and 2,894 in three approximately equal increments on April 1, 2022, 2023 and 2024; with respect to Mr. Bowers: 597 on March 8, 2022, 737 in two approximately equal increments on February 21, 2022 and 2023, 1,852 in three approximately equal increments on April 1, 2022, 2023 and 2024 and 12,500 in five approximately equal increments on January 4, 2022, 2023, 2024, 2025 and 2026; with respect to Mr. Edmonson: 994 on March 8, 2022, 1,198 in two approximately equal increments on February 21, 2022 and 2023, 3,473 in three approximately equal increments on April 1, 2022, 2023 and 2024 and 15,000 in five approximately equal increments on January 4, 2022, 2023, 2024, 2025 and 2026; and with respect to Mr. Evans: 994 on March 8, 2022, and 921 in two approximately equal increments on February 21, 2022 and 2023 and 1,158 in three approximately equal increments on April 1, 2022, 2023 and 2024.

(2) Reflects unvested PSUs granted under the 2016 Incentive Plan in 2020 and 2021. The settlement of these units in shares of common stock in 2023, 2024 and 2025 is tied to the achievement of a Core ROATCE target ratio that has been preapproved by the Compensation Committee relative to the Company's performance comparison group over a three-year period.

(3) Market value is calculated based on the closing price of our common stock on December 31, 2021, the last trading day of our 2021 fiscal year, of $43.82. With respect to unvested performance-based equity awards, represents the market value as of December 31, 2021 of the number of shares issuable upon achievement of the maximum performance goal (200% of target).

~~DIRECTOR COMPENSATION~~Stock Vested

The following table shows the restricted stock units that vested for the NEOs in 2021 and the value realized upon vesting. The value realized is calculated based upon the closing price of the Company's stock on the date of vesting.


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value realized on vesting ($)
Mr. Holmes	19,083	840,756
Mr. Mettee	6,558	276,741
Mr. Bowers	2,769	120,175
Mr. Edmondson	3,326	148,633
Mr. Evans	127,291	5,184,577

Employment Agreements and Potential Post-Employment Payments

We have entered into employment agreements with each of our NEOs, which provide for certain severance and change in control arrangements that will require the Company to provide payments in certain scenarios. Subject to certain exceptions noted below, the employment agreements generally include the same terms.The summaries of the agreements provided below are qualified in their entirety by reference to the agreements themselves, copies of which are available from the Company itself or from the Company's public filings with the SEC.The materials terms of the employment agreements are as follows:

Term and Compensation.The initial terms of the agreements are for three years. The terms automatically renew on each anniversary thereafter for additional one-year periods.

Compensation.The base salaries under the agreements are set at minimum and are subject to annual review and increases. Additionally, annual short-term incentive compensation and annual long-term incentive compensation are also set at a minimum for each executive, and in each case are subject to annual review and adjustment. The executives are entitled to participate in all incentive, savings, retirement, welfare and fringe benefit plans generally made available to our senior executive officers. Mr. Holmes also receives automobile expenses, country club dues and a term life insurance policy of $2,500,000.

Obligation of the Company in Event of Termination and Non-Renewal.The NEO's employment may be terminated any time by either party, and automatically terminates on death or disability. See below for a discussion of post-employment benefits received by the NEOs in certain scenarios.

Resignation for Good Reason, Termination Other Than for Cause, Death or Disability. If employment is terminated by the Company other than for cause, death or disability, or the NEO resigns for "good reason" (as defined in the employment agreements) then:

•Mr. Holmes will receive a severance payment equal to two times the sum of his current base salary and the average annual bonus paid to him for the three immediately preceding fiscal years of the Company;

•Mr. Mettee, Mr. Edmondson, and Mr. Evans will receive a severance payment equal to two times the sum of the NEO's current base salary, and the greater of the NEO's target annual bonus for the fiscal year in which the termination occurs or the NEO's actual annual bonus for the fiscal year prior to the fiscal year in which the termination occurs; and

•Mr. Bowers will receive a severance payment equal to one times the sum of his current base salary and the greater of his target annual bonus for the fiscal year in which the termination occurs or his actual annual bonus for the fiscal year prior to the fiscal year in which the termination occurs.

The executives are also entitled to participate in the Company's health plan for 18 months at the active employee rate.

Termination for Cause, Resignation by Executive other than Resignation for Good Reason; Death; Retirement. If the NEO's employment is terminated by the Company for cause, by the NEO other than for good reason, retirement, or in the event of the NEO's death, then the Company shall have no further obligations to the NEO or the NEO's legal representatives under the employment agreement, other than for payment of any accrued salary, which shall be paid to the NEO or the NEO's estate or beneficiary, and payments of other benefits, as applicable.

Termination for Disability. If the Company terminates Mr. Holmes' employment for disability, then the Company shall pay to Mr. Holmes a lump sum amount equal to six months of his then current base salary, plus 100% of his target annual bonus opportunity for the fiscal year in which the disability occurred. If the Company terminates the employment of the other NEOs for disability, then the Company shall pay to the NEO a lump sum amount equal to six months of the NEO's then current base salary, plus one-half of the NEO's target annual bonus opportunity for the fiscal year in which the disability occurred.

Termination following a Change in Control. If, within 12 months following a change in control, the Company terminates the NEO's employment other than for cause, or the NEO terminates employment for good reason then:

•Mr. Holmes will receive (A) his accrued salary and (B) an amount equal to three times the sum of his current base salary plus a bonus equal to the average annual bonus he received for the three immediately preceding fiscal years;

•Mr. Mettee, Mr.Edmondson, and Mr. Evans will receive (A) their accrued salary and (B) an amount equal to two times the sum of the NEO's current base salary plus the greater of the NEO's target annual bonus for the fiscal year in which the termination occurs or the NEO's actual annual bonus for the fiscal year prior to the fiscal year in which the termination occurs; and

•Mr. Bowers will receive (A) his accrued salary and (B) an amount equal to his current base salary, plus the greater of his target annual bonus for the fiscal year in which the termination occurs or his actual annual bonus for the fiscal year prior to the fiscal year in which the termination occurs.

The NEOs may also elect to continue to participate in any group medical, dental, vision and/or prescription drug plan benefits for a period of 18 months after the termination.

Obligation of the Company in Event of Non-Renewal. If the Company elects not to renew the term of the NEO's employment agreement, and within 12 months following the expiration of such term and the Company terminates the NEO's employment other than for Cause, death or disability, then:

•Mr. Mettee, Mr. Edmondson, and Mr. Evans will receive a severance payment equal to two times the sum of the NEO's current base salary and the greater of the the NEO's target annual bonus for the fiscal year in which the termination occurs or their actual annual bonus for the fiscal year prior to the fiscal year in which the termination occurs; and

The executives are also entitled to participate in the Company's health plan for 18 months at the active employee rate. In the event the NEO elects not to renew the employment agreement and following the expiration of such term the Company terminates the NEO, the Company shall have no further obligations to the NEO or NEO's legal representatives under the agreement, other than for payment of accrued salary.

Treatment of Outstanding Equity Awards. Unless an applicable equity award provides otherwise, in the event of a termination following a change of control, death, retirement, resignation for good reason, or termination other than for cause, death or disability, the NEO's outstanding equity awards shall be treated as follows:

•Mr. Holmes: (A) all of his then outstanding time-based equity awards shall become fully vested (to the extent not previously vested) on the 60th day after the date of termination, and (B) his then outstanding performance-based equity awards shall remain outstanding and shall vest, in whole, in part, or not at all, on a pro rata basis based on the level of achievement of applicable performance metrics at the end of the performance period.

•Mr. Mettee, Mr. Edmondson, Mr. Evans, and Mr. Bowers: The NEO's outstanding equity-based awards shall not be forfeited and shall become fully vested (to the extent not previously vested) on the 60th day after the date of termination. Further, in the case of any equity-based awards which vesting is contingent, in whole or in part, upon the achievement of one or more performance goals, such performance goals shall be deemed to be fully achieved at the maximum potential target.

Restrictive Covenants. The employment agreements contain confidentiality, non-competition and employee and customer non-solicitation covenants that apply during the employment with us and for one year after the NEO’s termination of employment.

Limits on Change in Control Payments. If the severance payments or any other payments or benefits received by the named executive officer under any arrangement would be subject to the 20% excise tax imposed under Section 4999 of the Internal Revenue Code upon a change in control of the Company, the amounts may be reduced to an amount that is less than 300% of their average annual compensation in order to avoid the triggering of the excise tax. No reduction is applied if the net amount received by the named executive officer after paying the excise tax is greater than the reduced benefit. We do not provide any tax “gross up” payments to our executives upon a change in control.

The following tables show the amounts that each NEO would receive assuming certain trigger events occurred effective as of December 31, 2021 (as listed in the columns below).

Mr. Holmes


	Termination other than for cause ($)	Termination for cause ($)	Resignation for good reason ($)	Resignation by executive other than for good reason ($)	Death ($)	Disability ($)	Retirement ($)	Company Terminates executive without cause or executive terminates for cause within twelve months of a change of control ($)	Non-Renewal of Agreement
Base Salary	1,450,000	—	1,450,000	—	—	362,500	—	2,175,000	1,450,000
Non-Equity Incentive Compensation	835,667	—	835,667	—	—	725,000	—	835,667	835,667
Value of RSUs(1)	1,127,844	—	1,127,844	—	1,127,844	—	1,127,844	1,127,844	1,127,844
Value of PSUs(1)	554,271	—	554,271	—	554,271	—	554,271	554,271	554,271
Insurance Benefits(2)(4)	32,850	—	32,850	—	2,500,000	—	—	32,850	32,850
Accrued Vacation	27,885	—	27,885	27,885	27,885	27,885	27,885	27,885	27,885
Perquisites(3)	20,607	—	20,607	—	20,607	—	20,607	20,607	20,607

(1) Based on closing stock price 60 days after separation of $42.61 on March 1, 2022.

(2) Reflects the value for participation in our health and welfare benefit plans for a 18-month period following separation.