Agenia W. Clark
About Agenia W. Clark
Agenia W. Clark, EdD, age 65, has served as an independent director of FB Financial Corporation since 2017. She became the 18th President of Fisk University in 2023 after nearly two decades as President & CEO of the Girl Scout Council of Middle Tennessee; prior roles include HR leadership at Tennessee Education Lottery and Vanderbilt University and corporate roles at Nortel Networks. She serves on the Compensation and Risk Committees and brings human capital, governance, and community leadership expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Girl Scout Council of Middle Tennessee | President & CEO | Apr 2004 – Nov 2023 | Led regional non-profit; recognized as “Nashvillian of the Year” and among “100 Most Powerful People” lists |
| Tennessee Education Lottery | Vice President, Human Resources | Prior to 2004 | HR leadership in state enterprise |
| Vanderbilt University | Senior Director, Human Resources | Prior to 2004 | HR leadership at major academic institution |
| Nortel Networks | Gov’t relations, marketing, business ethics, HR | Prior roles | Corporate governance/ethics and HR experience at multinational telecom |
| Avenue Financial Holdings, Inc. | Director (public company) | 2006 – 2016 | Public bank holding company board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fisk University | President | 2023 – Present | Executive leadership of HBCU established in 1866 |
| The Ayers Foundation | Director | Current | Philanthropic board; network interlock with major FBK shareholder family |
| Women Corporate Directors (Tennessee) | Former Co-Chair; Member | Past/current | Director community leadership |
| International Women’s Forum | Member | Current | Global leadership network |
| Simmons University (Trustee) | Trustee | Former | Higher ed governance |
| Belmont University (Trustee) | Trustee | Former | Higher ed governance |
Board Governance
- Committee memberships: Compensation Committee; Risk Committee (member; not chair) .
- Independence: Board determined Dr. Clark independent under NYSE/SEC standards; only Ayers and Holmes are non-independent .
- Attendance: Board met seven times in 2024; all directors attended at least 75% of board and committee meetings during periods served; Compensation met 6 times, Risk met 4 times in 2024 .
- Engagement: Non-management directors held five executive sessions; independent directors met in executive session at least once; independent chair leads the board .
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Chair Fees ($) | Other Cash/Settled Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 60,000 (policy) | 0 (not a chair) | 38,362 | 38,362 |
| Year | Director RSU Grant ($) | RSU Vest Date | Total Compensation ($) |
|---|---|---|---|
| 2024 | 60,005 | Scheduled to vest Apr 30, 2025 | 124,676 |
Notes:
- Independent directors receive $60,000 cash and ~$60,000 RSUs annually; committee chair premia: Audit/Risk $20,000; Comp/Nom-Gov $15,000; board chair $62,500; bank subsidiary committee chairs $5,000–$10,000; Clark is not a chair .
Performance Compensation
| Equity Type | Grant Date | Units / Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Director RSUs | 2024 | $60,005 | Time-based; scheduled Apr 30, 2025 | None; director equity is time-based (no PSU metrics) |
FBK’s performance-based metrics (EPS, ROATCE, Adjusted TBV) apply to executives’ PSU awards, not director pay .
Other Directorships & Interlocks
- Public boards: Former director of Avenue Financial Holdings, Inc. (public bank holding company), 2006–2016 .
- Non-profit/academic: The Ayers Foundation board; former trustees at Simmons University and Belmont University; WCD, IWF memberships .
- Potential interlock: Service on The Ayers Foundation board intersects with the Ayers family, a 23.3% FBK shareholder; FBK and FirstBank maintain leases with entities owned by Ayers family and report related-party policies; no disclosure of transactions with The Ayers Foundation itself .
Expertise & Qualifications
- Human capital, governance, and ethics leadership across non-profit, academic, and corporate settings .
- Community leadership and recognition including “Nashvillian of the Year,” Women of Influence; WCD leadership .
- Board-relevant skills align with Compensation and Risk oversight needs .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Agenia W. Clark | 13,548 | <1% (individual indicator) |
- No pledged shares disclosed for Clark; company policy discourages pledging and prohibits hedging; pledged shares do not count toward ownership guidelines .
- Director ownership guideline: 4× annual cash retainer; compliance status by individual director not disclosed .
Governance Assessment
- Strengths: Independent director with HR/governance expertise; active on Compensation and Risk committees; board-wide strong engagement and regular executive sessions; independent board chair; compensation consultant independence affirmed by Compensation Committee .
- Alignment: Director pay mix combines cash retainer and time-based RSUs, with stock ownership guidelines fostering alignment; no hedging allowed; pledging discouraged .
- Potential risks/RED FLAGS: Network interlock via The Ayers Foundation amidst significant Ayers family ownership and disclosed related-party leases—oversight should ensure arm’s-length dealings; however, no specific related transactions involving Clark disclosed . Board loans to insiders occur under ordinary-course terms per policy; no Clark-specific loan disclosure .
- Attendance/engagement signal: All directors met minimum attendance; committee meeting cadence supports oversight in compensation and risk domains .
- Shareholder governance: Board proposed eliminating supermajority voting requirements in charter; say-on-pay held annually; signals responsiveness to investor preferences .
Overall: Clark appears to be an independent, engaged director with relevant human capital and governance expertise on key committees, with standard director compensation and ownership alignment; monitor interlocks tied to Ayers family influence and ensure continued transparency on related-party matters .