FB Financial Corp 8-K, filed Nov 30, 2020
FB Financial Corp (FBK)
8-K
2020-11-30
For: 2020-11-27
View Original
Added on
April 09, 2026
About this 8-K
FB Financial Corp filed this 8-K on November 30, 2020, reporting on events of November 27, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 27, 2020
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(615 ) 564-1212
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 30, 2020, FB Financial Corporation (the “Company”) announced the appointment of Michael M. Mettee, age 40, as Chief Financial Officer of the Company and FirstBank (“FirstBank”), its wholly owned subsidiary.
Mr. Mettee has served as the Company’s Interim Chief Financial Officer since April 24, 2020. Prior to his role as Interim Chief Financial Officer, Mr. Mettee served as FirstBank’s CFO Banking. Prior to his role as CFO Banking, Mr. Mettee was the FirstBank Director of Capital Markets. Prior to joining FirstBank in 2012, Mr. Mettee managed the budget and forecasting process for the retail bank at BBVA Compass. Mr. Mettee has served on multiple boards, including the Freddie Mac Advisory Board and the FHLB of Cincinnati Advisory Board, in addition to multiple community-related organizations. Mr. Mettee received his undergraduate degree and Master of Business Administration from the University of Alabama.
With respect to the disclosure required by Item 401(d) of Regulation S-K, there are no family relationships between Mr. Mettee and any director or executive officer of the Company. There are no relationships or related transactions between Mr. Mettee and the Company that would be required to be reported pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment as Chief Financial Officer, the Company entered into an employment agreement with Mr. Mettee. The initial term of the agreement expires on November 27, 2023, with automatic renewals for additional one-year periods unless either party gives notice to the other of its intent not to renew the agreement. Mr. Mettee’s employment agreement provides that he is entitled to an annual base salary of $375,000 and is entitled to participate in all incentive, savings, retirement, and welfare benefit plans generally made available to our senior executive officers. Effective for the performance year commencing January 1, 2021, the initial target value of Mr. Mettee’s annual bonus will be $250,000 with a maximum payout of 150% of such amount. Effective for awards granted with respect to the performance year commencing January 1, 2021, the initial base value of Mr. Mettee’s potential long-term incentive plan award will be $250,000, with a maximum payout of 200% of such amount. The annual bonus and long-term incentive awards will be subject to the performance and other vesting conditions as the Compensation Committee establishes.
Mr. Mettee’s employment agreement may be terminated by the Company at any time with or without “cause” or by Mr. Mettee with or without “good reason” (as such terms are defined therein). If, during the term, the Company terminates Mr. Mettee’s employment without cause or if he resigns for good reason, then, in addition to his accrued salary, he will receive (i) an amount in cash equal to two times the sum of his then current base salary plus the greater of his target annual bonus for the fiscal year in which the date of termination occurs or his actual annual bonus for the fiscal year prior to the fiscal year in which the date of termination occurs (the “Severance Payment”), payable in equal monthly installments during the 24-month period following the date of termination (or in a single lump sum if such termination occurs within 12 months following a change in control); (ii) an amount in cash equal to the COBRA cost of continued coverage in the Company’s group health plan for 18 months following his termination of employment (the “COBRA Benefit”); and (iii) unless an award agreement for an equity award granted after the effective date of the employment agreement expressly states otherwise, accelerated vesting of his outstanding equity awards (at maximum performance levels, in the case of any performance awards) (the “Equity Award Vesting Benefit”). If the Company elects not to renew the employment agreement and terminates Mr. Mettee’s employment without cause within one year following the expiration of the term, then Mr. Mettee will be entitled to receive the Severance Payment, the COBRA Benefit and the Equity Award Vesting Benefit.
If the Company terminates Mr. Mettee’s employment due to his disability, then Mr. Mettee will be entitled to receive an amount in cash equal to six months of his then current base salary, plus one-half of his target annual bonus for the fiscal year in which the date of termination occurs, payable in a single lump sum.
If Mr. Mettee dies, if the Company terminates his employment for cause or if he resigns without good reason, then he will receive only the salary that is accrued through the date of termination.
The severance benefits described above are conditioned upon Mr. Mettee executing and not revoking a release of claims and covenant not to sue agreement, as well as his compliance with the restrictive covenants contained in his employment agreement. Mr. Mettee’s employment agreement contains confidentiality, non-competition and employee and customer non-solicitation covenants that apply during his employment with the Company and for one year after his termination of employment. The non-competition covenant will not apply if his termination follows a change in control, or if the Company elects not to renew the employment agreement and does not otherwise become required to pay severance in connection therewith.
The employment agreement provides that if any payments or benefits would be subject to the excise tax imposed under Section 4999 of the tax code, then there will be a comparison of the after-tax benefit to Mr. Mettee of (i) the total parachute payments after he pays the excise tax and income taxes thereon, to (ii) a cut back of parachute payments to the extent necessary to avoid the imposition of the excise tax, and Mr. Mettee will receive whichever amount yields the more favorable result to him.
The foregoing description of Mr. Mettee’s employment agreement is qualified in its entirety by the full text of the employment agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FB FINANCIAL CORPORATION
By: /s/ Beth W. Sims
Beth W. Sims
General Counsel and Corporate Secretary
Date: November 30, 2020
METTEE NAMED CHIEF FINANCIAL OFFICER OF FIRSTBANK
NASHVILLE, Tenn. (Nov. 30, 2020) – Michael Mettee has been named chief financial officer of FirstBank and its parent company, FB Financial Corporation (NYSE:FBK). He was appointed interim CFO in April and previously served as CFO/Banking and director of Capital Markets.
“Michael is an extremely talented leader who brings a strong level of bank and mortgage financial experience to our executive team. He will be a tremendous asset as we navigate our continued growth,” said FirstBank President and CEO Chris Holmes. “Our CFO search committee went through a thorough process and interviewed top candidates nationally using an external search firm. We unanimously agreed that Michael not only brought excellent experience and skills but also was the best fit for us both culturally and strategically. Our ability to select our new CFO from within reflects our ongoing commitment to talent development.”
Mettee’s team supports numerous accounting, finance and investment initiatives for the bank, including capital markets, commercial loan hedging, mortgage trading and hedging, investor relations, secondary marketing, management of mortgage servicing rights, financial reporting, budgeting and forecasting.
“I am truly honored to be named CFO of a bank with the reputation and track record for success that FirstBank has built,” Mettee said. “I am fortunate to work alongside a talented and dedicated team of associates across our footprint that provides unmatched customer service and works together to execute our strategic plan.”
Before joining FirstBank in 2012, Mettee, age 40, managed the budget and forecasting process for the retail banking operation of BBVA Compass, and also managed pricing for all asset/liability products and financial reporting. Prior to his experience in retail finance, Mettee spent a decade in secondary marketing at BBVA Compass, Regions/AmSouth, and Wachovia/SouthTrust.
He graduated with honors from the University of Alabama with a Bachelor of Science degree in finance and a Master of Business Administration degree. Mettee lives with his wife, Sarah, daughter Charlotte, and sons Brooks and Bennett in Franklin, where he is active in the community and enjoys spending time with his family. He has served on numerous boards during his banking career, including the Freddie Mac Advisory Board and the Federal Home Loan Bank of Cincinnati Advisory Board.
About FirstBank
Nashville-based FirstBank, a wholly owned subsidiary of FB Financial Corporation (NYSE: FBK), is the third largest Tennessee-headquartered bank, with 80 full-service bank branches across Tennessee, South Central Kentucky, North Alabama and North Georgia, and a national mortgage business with offices across the Southeast. The bank serves five of the major metropolitan markets in Tennessee and, with approximately $11.0 billion in total assets, has the resources to provide a comprehensive variety of financial services and products.
For More Information:
| Jeanie Rittenberry | Roger Shirley | |||||||
| FirstBank | MP&F Strategic Communications | |||||||
| jrittenberry@firstbankonline.com | rshirley@mpf.com | |||||||
| (615) 313-8328 | (615) 259-4000 | |||||||