Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | FB FINANCIAL CORPORATION |
Entity Central Index Key | 0001649749 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Value of Initial Fixed $100 Investment Based on: Year Summary compensation on Table Total for PEO ($) (1) Compensation Actually Paid to PEO ($) (2) Average Summary Compensation on Table Total for Non-PEO Named Executive Officers ($) (3) Average Compensation on Actually Paid to Non-PEO Named Executive Officers ($) (4) Total Shareholder Return (5) Peer Group Total Shareholder Return (6) Net Income ($) (7) Adjusted EPS (non-GAAP) ($) (8) 2023 2,960,086 3,449,555 892,122 999,961 106 105 120,224,000 3.01 2022 2,040,082 1,195,017 698,529 537,868 95 94 124,555,000 2.92 2021 2,682,882 3,315,307 1,035,241 1,347,718 113 117 190,285,000 3.76 2020 2,635,296 2,291,423 3,048,504 2,731,812 89 86 63,621,000 3.70 | |||
Company Selected Measure Name | Adjusted EPS | |||
Named Executive Officers, Footnote | (1) The amounts reported in this column reflect the total compensation reported for Mr. Holmes (our President and CEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to Compensation of Executive Officers - Summary Compensation Table. | |||
Peer Group Issuers, Footnote | TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the S&P 500 Banks Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. | |||
PEO Total Compensation Amount | $ 2,960,086 | $ 2,040,082 | $ 2,682,882 | $ 2,635,296 |
PEO Actually Paid Compensation Amount | $ 3,449,555 | 1,195,017 | 3,315,307 | 2,291,423 |
Adjustment To PEO Compensation, Footnote | (2) The amounts reported in this column represent the amount of Compensation Actually Paid to Mr. Holmes, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Holmes during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Holmes' Total compensation for each year to determine the Compensation Actually Paid: Year Reported Summary Reported Value of Equity Awards ($) (a) Aggregate Equity Award Adjustments ($) (b) Reported Change in Aggregate Compensation 2023 2,960,086 (1,830,028) 2,319,497 — — 3,449,555 2022 2,040,082 (1,250,008) 404,943 — — 1,195,017 2021 2,682,882 (1,250,078) 1,882,503 — — 3,315,307 2020 2,635,296 (969,993) 626,120 — — 2,291,423 (a) The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. Reported fair values and changes in fair values of equity awards are calculated in accordance with FASB ASC Topic 718 under U.S. GAAP and incorporates probable vesting outcome for PSUs based upon the Company's performance to date and projections as measured under the LTIP for each respective period. Refer to additional discussion under subheading "Compensation Discussion and Analysis - 2022 Long Term Equity Incentive Grants".The amounts deducted or added in calculating the equity award adjustments are as follows: Year Year End Fair Year Over Year Fair Value as of Year Over Year Fair Value at the Value of Dividends or Aggregate 2023 1,820,370 504,004 — (4,877) — — 2,319,497 2022 613,379 (203,874) — (4,563) — — 404,943 2021 1,153,899 550,600 — 178,003 — — 1,882,503 2020 930,347 (100,033) — (204,194) — — 626,120 | |||
Non-PEO NEO Average Total Compensation Amount | $ 892,122 | 698,529 | 1,035,241 | 3,048,504 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 999,961 | 537,868 | 1,347,718 | 2,731,812 |
Adjustment to Non-PEO NEO Compensation Footnote | (4) The amounts in this column represent the average amount of Compensation Actually Paid to the NEOs as a group (excluding Mr. Holmes), as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Holmes) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Holmes) for each year to determine the average Compensation Actually Paid, using the same methodology described above in Footnote 2: Year Average Reported Average Reported Value of Average Average Reported Change in Average Pension Benefit Average 2023 892,122 (405,658) 513,497 — — 999,961 2022 698,529 (213,656) 52,995 — — 537,868 2021 1,035,241 (320,037) 632,514 — — 1,347,718 2020 3,048,504 (187,521) (129,171) — — 2,731,812 (a) The amounts deducted or added in calculating the average equity award adjustments are as follows: Year Average Year Year Over Year Average Fair Year Over Year Average Fair Average Value of Total Average 2023 453,272 62,424 — (2,198) — — 513,497 2022 123,085 (71,563) — 1,473 — — 52,995 2021 311,884 103,162 — 217,467 — — 632,514 2020 210,047 (314,867) — (24,351) — — (129,171) | |||
Compensation Actually Paid vs. Total Shareholder Return | The following graphs provide visual representations of the relationship between both the CAP of our PEO and Non-PEO NEOs and our (i) TSR, (ii) net income, and (iii) company-selected metric, Adjusted EPS. An additional graph depicts the relationship between the Company's TSR and a peer group TSR. CAP is influenced by numerous factors, including, but not limited to, the timing of new equity grants and outstanding award vesting, share price volatility during the fiscal year, mix of performance metrics, and other factors. | |||
Compensation Actually Paid vs. Net Income | The following graphs provide visual representations of the relationship between both the CAP of our PEO and Non-PEO NEOs and our (i) TSR, (ii) net income, and (iii) company-selected metric, Adjusted EPS. An additional graph depicts the relationship between the Company's TSR and a peer group TSR. CAP is influenced by numerous factors, including, but not limited to, the timing of new equity grants and outstanding award vesting, share price volatility during the fiscal year, mix of performance metrics, and other factors. | |||
Compensation Actually Paid vs. Company Selected Measure | The following graphs provide visual representations of the relationship between both the CAP of our PEO and Non-PEO NEOs and our (i) TSR, (ii) net income, and (iii) company-selected metric, Adjusted EPS. An additional graph depicts the relationship between the Company's TSR and a peer group TSR. CAP is influenced by numerous factors, including, but not limited to, the timing of new equity grants and outstanding award vesting, share price volatility during the fiscal year, mix of performance metrics, and other factors. | |||
Total Shareholder Return Vs Peer Group | The following graphs provide visual representations of the relationship between both the CAP of our PEO and Non-PEO NEOs and our (i) TSR, (ii) net income, and (iii) company-selected metric, Adjusted EPS. An additional graph depicts the relationship between the Company's TSR and a peer group TSR. CAP is influenced by numerous factors, including, but not limited to, the timing of new equity grants and outstanding award vesting, share price volatility during the fiscal year, mix of performance metrics, and other factors. | |||
Total Shareholder Return Amount | $ 106 | 95 | 113 | 89 |
Peer Group Total Shareholder Return Amount | 105 | 94 | 117 | 86 |
Net Income (Loss) | $ 120,224,000 | $ 124,555,000 | $ 190,285,000 | $ 63,621,000 |
Company Selected Measure Amount | 3.01 | 2.92 | 3.76 | 3.70 |
PEO Name | Mr. Holmes | |||
Additional 402(v) Disclosure | Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. “Measurement period” is defined as: for 2020, the one-year period from market close December 31, 2019 through December 31, 2020; for 2021, the two-year period from market close on December 31, 2019 through December 31, 2021; for 2022, the three-year period from market close December 31, 2019 through December 31, 2022; and for 2023 the four-year period from market close December 31, 2019 through December 31, 2023.The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted net income applicable to FB Financial Corporation (non-GAAP) | |||
Non-GAAP Measure Description | For each applicable year, Adjusted EPS (non-GAAP) is defined as that year's adjusted net income available to common shareholders divided by weighted average common shares outstanding on a fully diluted basis. This metric is used by the Compensation committee as the primary performance metric within the STIP. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company's compensation programs, the Company has determined that Adjusted EPS is the financial performance measure that, in the Company's assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link CAP to the Company's NEOs, for the most recently completed fiscal year, to Company performance. For non-GAAP reconciliation information, see Appendix B. | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted EPS (non-GAAP) | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | PPNR (non-GAAP) | |||
Measure:: 4 | ||||
Pay vs Performance Disclosure | ||||
Name | Core ROATCE - LTIP (non-GAAP) | |||
PEO | Equity Awards, Reported Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (1,830,028) | $ (1,250,008) | $ (1,250,078) | $ (969,993) |
PEO | Equity Award Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 2,319,497 | 404,943 | 1,882,503 | 626,120 |
PEO | Pension Benefits, Change in Actuarial Present Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Pension Benefits Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Equity Awards Granted During the Year, Unvested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation Amount, Equity Awards | 1,820,370 | 613,379 | 1,153,899 | 930,347 |
PEO | Equity Awards Granted in Prior Years, Unvested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation Amount, Equity Awards | 504,004 | (203,874) | 550,600 | (100,033) |
PEO | Equity Awards Granted During the Year, Vested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation Amount, Equity Awards | 0 | 0 | 0 | 0 |
PEO | Equity Awards Granted in Prior Years, Vested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation Amount, Equity Awards | (4,877) | (4,563) | 178,003 | (204,194) |
PEO | Equity Awards that Failed to Meet Vesting Conditions [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation Amount, Equity Awards | 0 | 0 | 0 | 0 |
PEO | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation Amount, Equity Awards | 0 | 0 | 0 | 0 |
Non-PEO NEO | Equity Awards, Reported Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (405,658) | (213,656) | (320,037) | (187,521) |
Non-PEO NEO | Equity Award Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 513,497 | 52,995 | 632,514 | (129,171) |
Non-PEO NEO | Pension Benefits, Change in Actuarial Present Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Pension Benefits Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Equity Awards Granted During the Year, Unvested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation Amount, Equity Awards | 453,272 | 123,085 | 311,884 | 210,047 |
Non-PEO NEO | Equity Awards Granted in Prior Years, Unvested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation Amount, Equity Awards | 62,424 | (71,563) | 103,162 | (314,867) |
Non-PEO NEO | Equity Awards Granted During the Year, Vested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation Amount, Equity Awards | 0 | 0 | 0 | 0 |
Non-PEO NEO | Equity Awards Granted in Prior Years, Vested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation Amount, Equity Awards | (2,198) | 1,473 | 217,467 | (24,351) |
Non-PEO NEO | Equity Awards that Failed to Meet Vesting Conditions [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation Amount, Equity Awards | 0 | 0 | 0 | 0 |
Non-PEO NEO | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation Amount, Equity Awards | $ 0 | $ 0 | $ 0 | $ 0 |