Emily J. Reynolds
About Emily J. Reynolds
Emily J. Reynolds (age 68) is an independent director of FB Financial Corporation (FBK) since 2017 and has served on FirstBank’s board since 2012, bringing a 40+ year career in public service and government affairs, including service as the 31st Secretary of the U.S. Senate for the 108th and 109th Congresses and Senior Vice President of Government Relations at the Tennessee Valley Authority for six years . She currently holds significant external governance roles, including Chairman of BlueCross BlueShield of Tennessee, Vice-Chair of the Tennessee Board of Regents (held for over ten years), and trustee at Belmont University where she chairs the Nominating & Evaluation Committee; she is a graduate of Leadership Tennessee and Leadership Nashville and has received multiple civic honors .
Past Roles
| Organization | Role | Tenure/Period | Committees/Impact |
|---|---|---|---|
| United States Senate | 31st Secretary of the Senate | 108th and 109th Congresses | Managed the Senate’s legislative, financial, and administrative operations |
| Tennessee Valley Authority | Senior Vice President, Government Relations | Six years | Led federal/state policy engagement for the nation’s largest public power provider |
| FirstBank (subsidiary of FBK) | Director | Since 2012 | Board service at subsidiary aligns with bank-level oversight |
External Roles
| Organization | Role | Notes |
|---|---|---|
| BlueCross BlueShield of Tennessee | Chairman; director since 2007 | Current chair of the board |
| Tennessee Board of Regents | Vice-Chair | Position held for over ten years |
| Belmont University | Board of Trust; Chair, Nominating & Evaluation Committee | Recently named to board of trust; chairs key committee |
| Andrew Jackson Foundation | Former board member and chair | Civic leadership |
| Tennessee State Museum Foundation | Board member | Civic leadership |
| Davidson County Election Commission | Former member and chair | Civic leadership |
| Women Corporate Directors (TN Chapter) | Co-chair (former) | Governance network engagement |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee; Member, FirstBank Trust Committee .
- Independence: The board determined all nominees other than Jon Ayers and CEO Chris Holmes are independent; Reynolds is independent .
- Attendance and engagement: The board met seven times in 2024; all directors attended at least 75% of board and applicable committee meetings; non-management directors met separately five times and independent directors met separately once; 10 of 12 directors attended the 2024 annual meeting .
- Board leadership: Independent Chair, separate from CEO; independent executive sessions chaired by the independent Chair .
- Risk oversight: Compensation Committee (which Reynolds chairs) oversees risks related to compensation; Audit, Risk, and bank Credit Risk committees cover respective risk domains .
- Shareholder agreement sunset: The historical shareholder designation rights for founder James W. Ayers terminated automatically upon his passing on April 1, 2025, removing legacy designation rights and enhancing board autonomy .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Compensation Committee (FBK) | Chair | 6 |
| Nominating & Corporate Governance (FBK) | Member | 4 |
| Trust Committee (FirstBank) | Member | 4 |
Fixed Compensation (Non‑Employee Director)
| Component | Amount ($) | Detail/Notes |
|---|---|---|
| Annual cash fees (2024) | 53,362 | Includes Company and FirstBank board fees and cash payments upon vesting of dividend equivalent units |
| Fees settled in shares (2024) | 15,027 | Shares in lieu of cash per director election |
| Equity (RSU) grant (2024) | 60,005 | RSUs scheduled to vest April 30, 2025; grant date fair value per policy |
| Total (2024) | 128,394 | Sum of cash, stock-settled fees, and RSU grant fair value |
| Policy—Annual retainer | 60,000 | Non‑employee director annual cash fee |
| Policy—Committee chair fees | 15,000 | Compensation and Nominating & Governance Committee chairs receive $15,000; Audit and Risk chairs receive $20,000 |
Performance Compensation
- Structure: Non‑employee director equity is time‑based RSUs; 2024 award to Reynolds had a grant date fair value of $60,005 and is scheduled to vest on April 30, 2025; no performance conditions disclosed for director RSUs . | Equity Type | Grant Date Fair Value ($) | Vesting | |---|---|---| | RSUs (Director 2024 grant) | 60,005 | Scheduled to vest April 30, 2025 |
Other Directorships & Interlocks
- Public company boards: No current public company directorships disclosed for Reynolds .
- Significant roles: Chairman, BlueCross BlueShield of Tennessee; Vice‑Chair, Tennessee Board of Regents; Trustee at Belmont University (chairs Nominating & Evaluation) .
- Related party/transactions: Company’s related party transactions section does not list any transactions involving Reynolds; disclosed director/insider items include aircraft lease income with “certain directors” (unnamed) and real estate leases with Ayers affiliates, but Reynolds is not identified in those items .
Expertise & Qualifications
- Government and policy leadership: Former Secretary of the U.S. Senate (oversaw legislative, financial, and administrative functions); senior federal/state relations at TVA .
- Governance leadership: Chairs FBK’s Compensation Committee; signs the Compensation Committee Report recommending inclusion of CD&A; committee composed entirely of independent directors .
- Sector breadth: Board leadership in healthcare (BlueCross), higher education (Tennessee Board of Regents, Belmont University), and civic institutions, supporting stakeholder and regulatory engagement expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Emily J. Reynolds | 19,308 | <1% (individual indicator) |
- Hedging/pledging policy: Hedging is prohibited; pledging is discouraged and any pledged shares do not count toward ownership guideline compliance .
- Stock ownership guidelines: Non‑employee directors must hold Company stock equal to 4x annual cash retainer; unvested performance‑based awards do not count; guideline measured after a five‑year period from board appointment .
- Note: No pledge disclosure is indicated for Reynolds in the beneficial ownership footnotes; the only pledge footnote provided in the table pertains to CEO Chris Holmes .
Say‑on‑Pay & Shareholder Signals (context for Compensation Committee Chair)
- 2025 say‑on‑pay: Approved; Votes For 39,084,248; Against 666,414; Abstain 83,640; Non‑Votes 3,294,650 .
- 2025 director election: Reynolds re‑elected; Votes For 38,962,277; Withheld 872,025; Non‑Votes 3,294,650 .
- Governance reform effort: Proposal to eliminate supermajority voting standards was put to shareholders in 2025; it did not achieve the 80% of outstanding shares required under the current charter even though it was on the ballot, indicating management’s effort toward improved shareholder rights but a high approval threshold remained a constraint .
Compensation Committee Analysis (as applicable to Reynolds’ chair role)
- Independent consultant: The Committee engaged FW Cook in 2024; the Committee evaluated and concluded no conflicts of interest existed in the engagement .
- Program features: Double‑trigger change‑in‑control vesting for executives; clawback policy compliant with SEC listing standards; no option repricing; no tax gross‑ups; rigorous goal setting; ownership guidelines; and risk assessments of incentive plans .
- Committee independence/composition: All Compensation Committee members are independent; 2024 membership included Reynolds (Chair), Clark, Ingram, Jubran, and Pinson; six meetings in 2024 .
Potential Conflicts, Related‑Party Exposure, and Red Flags
- Related party transactions: Disclosures note aircraft lease income with certain directors (unnamed) and real estate leases with Ayers affiliates; no transactions involving Reynolds are identified in the related party section .
- Insider loans: Company policy permits loans to insiders, including directors, only on substantially the same terms as comparable transactions; no specific loans to Reynolds are disclosed .
- Hedging/pledging: Hedging prohibited, pledging discouraged; no pledge footnote for Reynolds in the ownership table .
- Section 16(a) compliance: The Company disclosed a small number of late Form 4 filings in 2024 for certain officers due to tax withholding transactions; no delinquency is attributed to directors in that disclosure .
Governance Assessment
- Strengths for investor confidence:
- Independent director and Compensation Committee Chair with deep policy/government background and cross‑sector board leadership (healthcare, education, civic) .
- Strong shareholder support signals: high “FOR” votes for Reynolds’ re‑election and for say‑on‑pay in 2025 .
- Robust governance practices: independent Chair, regular executive sessions, clawback policy, double‑trigger CoC provisions, director ownership guidelines, and use of an independent compensation consultant with no conflicts .
- Governance evolution: Attempted elimination of supermajority voting and termination of legacy shareholder designation rights upon founder’s passing point to increased board independence over time .
- Watch items:
- Related‑party environment: Company discloses certain director‑related aircraft leases and Ayers‑affiliated real estate leases (not tied to Reynolds), requiring continued vigilance by the Audit and Nominating/Governance Committees .
- Pledging allowed (though discouraged) at the policy level—continued monitoring of any pledges by insiders remains prudent; no pledge disclosure for Reynolds .