Aimee T. Hamilton
About Aimee T. Hamilton
Aimee T. Hamilton is FB Financial Corporation’s Chief Risk Officer (CRO), age 59 as of March 28, 2025, serving since 2021 and overseeing consumer/BSA compliance, information security, credit review, credit risk management, risk governance, and community development functions . She previously held CRO and senior risk roles at Cadence Bank, N.A., and earlier roles at Zions Bancorporation; she is a CPA (Louisiana), Certified Internal Auditor, and Certified Regulatory Compliance Manager, with a B.S. in Accounting from Louisiana State University . Company performance metrics tied to executive incentives include Adjusted EPS (used in the 2022 STIP at $2.91) and long-term PSU metrics such as core ROATCE, which vested at 200% for the company’s 2020–2022 PSU cycle for certain officers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cadence Bank, N.A. | Chief Risk Officer, EVP | 2020–2021 | Led strategy and development of risk management functions; primary liaison with federal regulators |
| Cadence Bank, N.A. | Deputy Chief Risk Officer | 2020 | Oversight for Credit Review, BSA/AML, Consumer Compliance, Operational Risk, Security, ERM Ops |
| Cadence Bank, N.A. | Enterprise Risk Management Executive | 2015–2020 | Built ERM programs spanning compliance and operational risk |
| Zions Bancorporation (prior roles) | Risk/Compliance/Audit leadership | Not disclosed | Leadership roles in risk, compliance and audit functions |
External Roles
| Organization | Role | Years | Notable Credentials |
|---|---|---|---|
| Louisiana State University | B.S. Accounting | Not disclosed | CPA (LA), CIA, CRCM |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Base Salary | $362,000 | Per amended employment agreement effective Feb 23, 2024 |
| Target Annual Bonus | $175,000 | Max payout 150%; paid by Mar 15 following year |
| Long-Term Incentive Target | $176,000 | Max payout 150%; under equity incentive plans |
| 2022 STIP Target | $175,000 | As reported in 2023 proxy |
| 2022 STIP Actual Paid | $87,500 | 50% of target; paid Mar 15, 2023 |
| Sign-on RSU (Grant) | 2,255 shares; $100,032 FV | Granted Jan 3, 2022; based on $44.36 close |
| Time-based RSU (Grant) | 164 shares; $7,288 FV | Granted Feb 28, 2022 |
| PSU (Grant) | 164 target; $7,288 FV | Granted Feb 28, 2022 |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Adjusted EPS (STIP 2022) | 50% | $2.91 | Contributed to payout; Aimee’s total payout was 50% of target | Cash; paid Mar 15, 2023 |
| Other Performance Measures (STIP 2022) | 50% | Not disclosed | As presented in proxy; composition 50% listed for Aimee | Cash; paid Mar 15, 2023 |
| PSUs (LTIP) | Not disclosed | Core ROATCE over 3-year period | Company’s 2020 PSU cycle vested at 200% of target for comparator top quartile (officer set) | Three-year performance vest |
Grants of plan-based awards (2022):
| Name | Award | Grant Date | Non-Equity STI Target/Max ($) | Equity PSU Target/Max (shares) | RSUs (shares) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Aimee T. Hamilton | STI | — | 175,000 / 262,500 | — | — | — |
| Aimee T. Hamilton | RSU | 1/03/2022 | — | — | 2,255 | 100,032 |
| Aimee T. Hamilton | RSU | 2/28/2022 | — | — | 164 | 7,288 |
| Aimee T. Hamilton | PSU | 2/28/2022 | — | 164 / 328 | — | 7,288 |
RSU/PSU vesting mechanics:
- RSUs (Feb 28, 2022 grant) vest annually in approximately equal installments over three years, subject to continued employment .
- PSUs (Feb 28, 2022 grant) vest after three years upon attainment of pre-determined performance measures; maximum earnout 200% of target shares .
Equity Ownership & Alignment
| Data Point | Detail |
|---|---|
| Initial Form 3 (Dec 3, 2021) | Reported “No securities are beneficially owned” at appointment |
| 2022 Equity Grants | 2,255 RSUs (Jan 3); 164 RSUs and 164 PSUs (Feb 28) |
| RSU Dividend Treatment | Dividends accrue but are not paid until vesting (as reflected in ASC 718 treatment) |
| Clawback Policy | Incentive compensation subject to mandatory recoupment per NYSE listing rules; may be reduced/forfeited for cause, policy violations, covenant breaches, or inaccurate performance metrics |
| Hedging/Pledging | Not specifically disclosed in proxy for FBK; employment agreement references clawback/recoupment; no pledging detail in agreement |
Employment Terms
| Term | Provision |
|---|---|
| Effective Date and Term | Agreement effective Feb 23, 2024; initial 3-year term with automatic one-year renewals unless notice given ≥90 days prior to expiry |
| Position | Chief Risk Officer of Company and Bank; reports to CEO |
| Severance (non-CIC) | 2.0x Severance Formula (Base Salary + greater of Target Annual Bonus or 3-year average bonus), paid in equal monthly installments over 24 months; prorated annual bonus; 18 months COBRA cash benefit; time-based equity full vesting; performance equity pro-rata vesting based on performance and service fraction; subject to release and covenants |
| Severance (CIC within 12 months) | 2.5x Severance Formula, lump-sum on 60th day post-termination; prorated annual bonus; 18 months COBRA cash benefit; time-based equity full vest; performance equity vests at the greater of target or actual achievement as of termination; subject to release and covenants |
| Change in Control Definition | Includes 50%+ voting power acquisition (with exceptions), board turnover beyond majority of incumbents, or major transaction not meeting “Non-Qualifying Transaction” safe harbor |
| Non-Compete | 12 months Restricted Period; 50-mile Restricted Territory from Bank’s HQ; prohibits competitive services, solicitation of customers, and recruitment; exceptions apply post-CIC |
| Release Requirement | Severance conditioned on execution and non-revocation of separation and full release within prescribed period |
| Arbitration | Disputes settled exclusively by arbitration under AAA rules; Tennessee law governs |
| FDIC Regulatory Termination | Obligations may terminate/suspend upon specified FDIA actions, default, or supervisory determinations |
Performance & Track Record
| Indicator | Detail |
|---|---|
| 2022 Adjusted EPS (STIP input) | $2.91; used by Compensation Committee to approve 2022 STIP payouts |
| Achievements (role scope) | Oversight across consumer compliance, BSA/AML, information security, credit review/risk, governance, and community development, including regulatory liaison experience |
Say-on-Pay & Shareholder Feedback
| Item | Voting Result |
|---|---|
| 2025 Say-on-Pay (Advisory NEO Compensation) | For: 39,084,248; Against: 666,414; Abstain: 83,640; Non-Votes: 3,294,650 |
Investment Implications
- Compensation alignment: The CRO’s pay mix includes meaningful at-risk components via STIP keyed to Adjusted EPS and PSUs linked to multi-year core ROATCE, with non-CIC pro-rata vesting and CIC acceleration at target/actual—aligning risk oversight with shareholder outcomes while providing retention through time-based RSUs .
- Contract economics: Non-CIC severance at 2.0x and CIC at 2.5x plus equity vesting and COBRA benefits indicate moderate protection; release and restrictive covenants mitigate moral hazard and protect franchise value .
- Selling pressure risks: The vesting schedule includes annual RSU tranches over three years and three-year PSU cycles; monitor Form 4 activity around vest dates for potential insider selling and 10b5-1 plans; initial Form 3 showed no holdings at appointment, with subsequent grants detailed in proxies .
- Governance safeguards: Clawback provisions and arbitration/FDIC clauses enhance risk discipline; say-on-pay support in 2025 suggests shareholder acceptance of pay design .