Beth W. Sims
About Beth W. Sims
Beth W. Sims serves as General Counsel and Corporate Secretary of FB Financial Corporation and FirstBank, an executive officer since 2019; she is age 50 as of March 28, 2025 and is responsible for the company’s legal and regulatory functions and corporate governance liaison to the boards, having previously been a partner at Butler Snow and head of the law firm’s securities team focused on securities laws, banking, and M&A . As Corporate Secretary, she oversees shareholder communications routing to the board under the company’s Corporate Governance framework . Company performance context during her tenure: 2024 Adjusted EPS was $3.40 and Net Income $116,035,000, with a $100 initial investment TSR value of 137 for 2024 (company-reported pay-versus-performance), offering a backdrop to evaluate executive compensation alignment with results .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Butler Snow LLP | Partner; Head of Securities Team | Pre-2019 (not disclosed) | Led securities-law practice focused on banking and M&A; relevant to FBK legal and governance oversight |
External Roles
No public company board roles or external directorships disclosed for Sims in the 2025 and 2024 proxy statements .
Fixed Compensation
Not disclosed for Sims (she is an executive officer but not a Named Executive Officer in the Summary Compensation Table); FBK’s compensation framework sets base salaries via the Compensation Committee with annual review, targeting median fixed pay to enable variable, performance-based opportunity .
Performance Compensation
FBK’s short- and long-term incentives apply to executive officers broadly; specific Sims payouts are not disclosed.
- Short-term cash incentive design: Payouts are tied primarily to company Adjusted EPS (non-GAAP) plus individual Management by Objectives (MBOs) goals; 2024 STIP weightings for NEOs were principally 75% EPS / 25% MBOs, with some roles at 50%/50% .
- 2024 Adjusted EPS payout curve used for NEOs (company-wide metric), with payout interpolated between points .
| Metric | Threshold | Target | Maximum |
|---|---|---|---|
| Adjusted EPS (non-GAAP) | $2.56 → 50% payout | $2.90–$3.01 → 100% payout | $3.61 → 200% payout |
- Long-term equity: RSUs vest with continued service over time; PSUs vest after three years based on performance vs peer banks (core ROATCE relative percentile) and adjusted tangible book value; maximum PSU payout is 200% of target shares .
| Award type | Vesting schedule | Performance metrics | Max payout |
|---|---|---|---|
| RSUs | Annually over three years; grant under 2016 Incentive Plan | Time-based (service) | N/A |
| PSUs | Three-year cliff based on performance | Core ROATCE vs peers and adjusted tangible book value | 200% of target shares |
Equity Ownership & Alignment
- Stock ownership guidelines: Executive officers are required to own company stock equal to 3x annual base salary; unvested performance-based awards do not count toward compliance, and individuals are expected to hold awarded shares until guideline levels are met (five-year compliance window after appointment) .
- Hedging and pledging: Hedging/monetization transactions by insiders are prohibited; pledging is discouraged and any pledged shares do not count toward ownership guideline compliance .
| Policy element | Requirement |
|---|---|
| Executive officer ownership guideline | 3x annual base salary |
| Hedging | Prohibited for directors/officers/designated employees |
| Pledging | Discouraged; pledged shares excluded from guideline compliance |
Beneficial ownership amounts, vested vs unvested share breakdown, and any pledging by Sims are not disclosed in the 2025 beneficial ownership table (which lists directors and NEOs only) .
Employment Terms
Sims’ individual employment agreement terms are not disclosed. Company employment agreements and post-employment provisions are described for NEOs:
- Agreement term: Three years with automatic one-year renewals; base salary and annual short- and long-term incentives set and reviewed annually by the Compensation Committee .
- Severance (non-CIC): If terminated without cause or resigns for good reason, severance equals 2x base salary plus the greater of target annual bonus or the average bonus for the prior three years; 18 months continuation of health/welfare benefits .
- Disability: Lump sum equal to six months’ base salary plus prorated target bonus .
- Change-in-control (within 12 months): CEO receives 3x salary+bonus; other NEOs 2.5x; time-based equity vests fully; PSUs vest at greater of target or actual achievement to date; benefit continuation for 18 months; restrictive covenants apply .
- Restrictive covenants: Confidentiality, non-compete, and non-solicit during employment and for one year post-termination (non-compete inapplicable if termination follows a change in control for applicable agreements) .
These NEO terms provide directional context but should not be assumed to apply to Sims absent disclosure .
Performance & Track Record
Company performance during Sims’ tenure provides context for evaluating pay-for-performance alignment.
| Year | Total Shareholder Return (Value of $100) | Net Income ($) | Adjusted EPS (non-GAAP) ($) |
|---|---|---|---|
| 2020 | 89 | 63,621,000 | 3.70 |
| 2021 | 113 | 190,285,000 | 3.76 |
| 2022 | 95 | 124,555,000 | 2.92 |
| 2023 | 106 | 120,224,000 | 3.01 |
| 2024 | 137 | 116,035,000 | 3.40 |
Additional governance responsibilities of the General Counsel include routing shareholder communications to the board under the company’s Corporate Governance Guidelines .
Compensation Structure (Company Context)
| Element | Purpose / Key design feature |
|---|---|
| Base salary | Median fixed pay to support variable pay opportunity |
| Short-term cash incentive (STIP) | Payout driven by Adjusted EPS and MBOs; range 0–200% of target |
| Long-term equity | Mix of RSUs (time-based) and PSUs (3-year performance vs peers on core ROATCE and adjusted tangible book value) |
| Benefits & limited perquisites | Standard executive benefits; limited perqs not material |
Risk safeguards include annual Compensation Committee risk reviews and a Dodd-Frank-compliant clawback for excess incentive compensation after a restatement; clawback scope covers cash bonus and equity-based incentives .
Investment Implications
- Alignment: As an executive officer, Sims is subject to stringent ownership guidelines (3x salary), anti-hedging, and discouraged pledging—policies that reduce misalignment and limit short-term trading incentives; lack of disclosed individual holdings constrains precision in skin-in-the-game assessment .
- Retention and sell-pressure: RSU/PSU design with three-year vesting and performance conditions generally fosters retention and can create periodic sell pressure near vest dates; Sims’ specific grant sizes and schedules are not disclosed, so monitor Form 4 filings for actual award vesting/sales to gauge near-term supply risk .
- Change-of-control economics: Robust CIC protections for NEOs (3x CEO; 2.5x others) signal competitive market terms; Sims’ specific severance and CIC status is not disclosed, limiting direct assessment of her retention risk under strategic events .
- Execution backdrop: Company-level performance recovered in 2023–2024 with Adjusted EPS rising to $3.40 and TSR at 137 in 2024, supporting pay-for-performance philosophy; legal and governance continuity under Sims’ role remains an operational support to strategy execution .