C. Wright Pinson
About C. Wright Pinson
C. Wright Pinson, MBA, MD (age 72), is an independent director of FB Financial Corporation, serving since 2023. He is Deputy CEO of Vanderbilt University Medical Center (VUMC) and Chief Health System Officer, with extensive leadership across clinical operations, compliance, and large-scale network development; tenure on FBK’s board is ~2 years as of the 2025 proxy. The board has affirmed his independence under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vanderbilt University Medical Center | Deputy CEO; Chief Health System Officer | — | Leads system operations for an $8B academic health system |
| Vanderbilt University | Chairman, Department of Surgery; Director, Transplant Center; Chief of Staff (Hospitals); Chief Medical Officer; Senior Associate Dean (Clinical Affairs); Deputy Vice-Chancellor (Health Affairs) | — | Initiated 3 liver transplant programs; led quality/safety; chaired Compliance & Corporate Integrity Committee |
| Vanderbilt Health System | Chief Executive Officer | — | Oversight of health system strategy and performance |
| Vanderbilt Health Affiliated Network | Founder/President/Chair of Board | — | Built a 70-hospital, 7,000-provider integrated network with 450 sites of care |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nashville Area Chamber of Commerce | Board Chair | — | Current role |
| Nashville Healthcare Council | Past Board Chair | — | Industry influence |
| Governors Foundation for the Health and Wellness of Tennessee | Past Board Chair | — | Statewide health advocacy |
| Tennessee Hospital Association | Director | — | Current role |
| Cumberland University | Director | — | Current role |
| American Hospital Association | Former Director | — | Prior role |
Board Governance
| Item | Detail |
|---|---|
| Board independence | Independent under NYSE/SEC rules; board majority independent (except Ayers and Holmes) |
| Committee memberships (FBK) | Compensation Committee (member); Nominating & Corporate Governance Committee (Chair effective Jan 1, 2025) |
| Committee meeting counts (2024) | Compensation: 6; Nominating & Corporate Governance: 4 |
| Board meetings (2024) | 7 meetings; all directors ≥75% attendance across board/committee service |
| Executive sessions | Non‑management directors met separately 5 times; independent directors met once; presided by independent Chair |
| Board leadership | Independent Chair (William F. Carpenter III); roles separated from CEO |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| RSU award (grant date fair value) | 60,005 | Non‑employee director RSU scheduled to vest Apr 30, 2025 |
| Fees settled in shares | 52,569 | Equity settlement of director fees |
| Cash fees | 862 | Cash portion of fees |
| Total (2024) | 113,436 | Sum of equity and cash |
Director compensation policy (structure):
- Annual cash retainer $60,000; annual RSU grant ≈ $60,000
- Chair fees: Audit $20,000; Risk $20,000; Compensation $15,000; Nominating & Corporate Governance $15,000; Board Chair $62,500; bank subsidiary committee chairs $5,000–$10,000 annually
Performance Compensation
| Equity Award Type | Vesting Condition | Amount / Date |
|---|---|---|
| RSU (Non‑employee director) | Time‑based vesting | $60,005 vests Apr 30, 2025 |
- No performance-conditioned director equity (no PSU metrics disclosed for directors); RSUs are time‑based and accrue dividends but pay only upon vesting .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Pinson |
| Non‑profit/academic/industry boards | Nashville Area Chamber (Chair), Nashville Healthcare Council (past Chair), Governors Foundation (past Chair), Tennessee Hospital Association (Director), Cumberland University (Director), American Hospital Association (former Director) |
| Potential interlocks | Health system leadership may intersect with regional healthcare stakeholders; no FBK‑disclosed related‑party transactions tied to Pinson |
Expertise & Qualifications
- Health system leadership, compliance oversight, and quality/safety governance; >300 research publications; multiple lifetime service awards; inducted to TN Healthcare Hall of Fame (2024) .
- Regional economic leadership via Nashville Area Chamber and Healthcare Council roles .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| C. Wright Pinson | 21,845 | <1% |
Ownership alignment and policies:
- Director stock ownership guideline: 4× annual cash retainer; unvested performance‑based awards excluded; five‑year compliance horizon .
- Hedging prohibited; pledging discouraged and not counted toward ownership guidelines .
- Company reports all Section 16 filings were compliant for 2024 (minor Form 4 delays for certain executives, none noted for Pinson) .
Governance Assessment
- Strengths: Independent director; now chairs Nominating & Corporate Governance, enhancing board refreshment and governance oversight; consistent committee activity and ≥75% attendance; independent board Chair; regular executive sessions; robust clawback and stock ownership guidelines .
- Compensation alignment: Director pay balanced between cash and time‑vested RSUs; moderate equity exposure; incremental chair fee starting 2025 further ties role accountability to compensation .
- Potential conflicts: Company permits loans to directors on market terms; aircraft lease income with “certain directors” (not specified); office leases with Ayers‑owned entities; no Pinson‑specific related‑party transactions disclosed—monitor as he leads NomGov .
- Red flags: Pledging permitted though discouraged (policy mitigant); ensure no pledging by Pinson—none disclosed; no public company interlocks reducing external conflict risk .
Overall: Pinson brings deep healthcare-system governance experience and regional influence, now elevated via chairing Nominating & Corporate Governance. Structure and policies (independence, executive sessions, clawbacks, ownership guidelines) are supportive of board effectiveness; continue to monitor any indirect healthcare ties and director lending/aircraft leasing practices for emerging related‑party exposures .