FB Financial (FBK) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2026, with proxy materials available online to reduce costs and environmental impact.

• Shareholders will vote on six key proposals, including director elections, incentive plan approvals, charter amendments, and auditor ratification.

• Voting can be done online, by mail, or in person, with detailed instructions provided to all shareholders.

Voting matters and shareholder proposals

• Election of 13 directors to serve until the 2027 annual meeting.

• Approval of the 2026 Incentive Plan and amendment to the Employee Stock Purchase Plan.

• Advisory vote on executive compensation (say-on-pay).

• Approval of charter amendments to eliminate supermajority voting standards.

• Ratification of Crowe LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of 13 members with diverse backgrounds in finance, healthcare, education, and business.

• Independent chair leads the board, with separation of CEO and chair roles for enhanced oversight.

• Majority of directors are independent; regular executive sessions held without management.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Risk.

• Board refreshment policy limits non-management director tenure to 15 years, with exceptions for continuity.