J. Jonathan Ayers
About J. Jonathan Ayers
Age 53; Director at FB Financial Corporation since 2017 and director of FirstBank since 2000. Career spans 30+ years across financial analysis and investment, commercial lending, branch management, and personal banking; current roles include Executive Vice President of Ayers Asset Management, Inc. (family investment company) and President of Ayers Real Estate Services, LLC (formed in 2016). He has held executive roles at Group Data Services, Inc., Pro-Accura, and First Financial Investors Management, LLC (financial-services-focused private equity). The board determined he is not independent; he is the son of former FBK board chair/vice chair and 23% shareholder James W. Ayers (deceased April 1, 2025).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FirstBank | Early-career roles in banking (financial analysis/investment, commercial lending, branch and personal banking) | Not disclosed | Long-standing institutional knowledge; FirstBank director since 2000 |
| Ayers Asset Management, Inc. | Executive Vice President | Not disclosed | Oversees Ayers family investments |
| Ayers Real Estate Services, LLC | President | Formed in 2016 | Focus on commercial real estate investment/management |
| Group Data Services, Inc. | Executive roles | Not disclosed | Private technology company experience |
| Pro-Accura | Executive roles | Not disclosed | Private technology company experience |
| First Financial Investors Management, LLC | Executive roles | Not disclosed | Private equity fund focused on financial services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | — | — | None disclosed in proxy biography |
| Private investment entities | EVP (Ayers Asset Management); President (Ayers Real Estate Services) | Not disclosed; real estate entity formed 2016 | Family investment focus; commercial real estate |
Board Governance
- Current assignments: Member, Risk Committee; Chair, Trust Committee (FirstBank subsidiary committee) .
- Independence: Not independent (board determined only Ayers and CEO Christopher T. Holmes are non-independent) .
- Attendance: Board held 7 meetings in 2024; all directors attended at least 75% of board and committee meetings on which they served; non-management directors met separately five times; independent directors met once; independent chair presided .
- Committee landscape and cadence (2024 meetings): Audit (11), Compensation (6), Credit Risk—FirstBank (9), Innovations—FirstBank (10), Nominating & Corporate Governance (4), Risk (4), Trust—FirstBank (4) .
- Shareholder support: Re-elected at 2025 annual meeting with 39,535,343 votes for, 298,959 withheld, 3,294,650 non-votes .
- Controlling shareholder agreement: Prior shareholder’s agreement gave his father, James W. Ayers (23% owner as of March 1, 2025), director designation rights including committee seats; the agreement automatically terminated upon his passing on April 1, 2025 .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Stock Awards (RSUs) | 60,005 | Grant-date fair value under Non-Employee Director Compensation Policy; scheduled to vest 4/30/2025 |
| Fees Earned/Paid in Cash | 54,612 | Includes Company and FirstBank board service and cash paid on vesting of dividend equivalent units |
| Total | 114,617 | Sum of cash and stock award value |
- Policy context: Each independent board member receives an annual cash fee of $60,000 and an RSU award of ≈$60,000; committee chair fees: Audit and Risk chairs $20,000; Compensation and Nominating & Governance chairs $15,000; board chair $62,500; chairs of bank subsidiary board committees receive $5,000–$10,000 annually. As Trust Committee Chair (FirstBank), Ayers’ role falls under the $5,000–$10,000 subsidiary committee chair fee range (amount not individually disclosed) .
Performance Compensation
| Equity vehicle | Performance-based? | Vesting details | Grant-date fair value ($) |
|---|---|---|---|
| RSUs (director grant) | No (time-based) | Scheduled to vest on April 30, 2025 | 60,005 |
- No director option awards or PSU awards disclosed; director equity is time-based RSUs, not tied to performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ayers in the proxy biography |
| Family/Influence | Son of former chair/vice chair and 23% shareholder James W. Ayers; prior director designation rights existed until termination upon his passing on April 1, 2025 |
| Related-party exposure | FirstBank leases office space from entities owned by Jon Ayers and by James W. Ayers; aggregate payments ≈$411,191 in 2024 (FBK Aviation also had non-exclusive aircraft leases with certain directors; Company recognized $50,430 of income; specific directors not named) |
Expertise & Qualifications
- 30+ years across financial analysis/investment, commercial lending, branch operations, and personal banking; executive experience in private equity and technology; ongoing leadership in real estate and family investment management .
- Board-level fiduciary oversight as Trust Committee Chair and Risk Committee member, aligning with FBK’s risk oversight framework (Risk Committee receives quarterly CRO reports) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| J. Jonathan Ayers | 17,692 | <1% | Based on 46,689,911 shares outstanding at 3/3/2025; includes awards vesting within 60 days where applicable |
| Stock ownership guidelines (directors) | 4x annual cash retainer | — | 5-year compliance window; unvested performance awards excluded; shares subject to pledging not counted toward guideline |
| Pledging/Hedging policy | Hedging prohibited; pledging discouraged | — | No pledge footnote indicated for Ayers; CEO Holmes discloses pledged shares (98,443) in the table footnotes |
Governance Assessment
-
Strengths
- Deep institutional knowledge (FirstBank director since 2000) and relevant oversight roles (Trust Chair; Risk member) support board effectiveness in credit, fiduciary, and enterprise risk oversight .
- Engagement indicators: met attendance threshold; independent chair structure with regular executive sessions; strong shareholder support in 2025 director election and high say-on-pay approval signal overall investor confidence .
-
Risk indicators and red flags
- Not independent; familial and historical influence from a 23% shareholder (now deceased) who previously held board and committee designation rights—potentially dampened post-termination of the shareholder’s agreement on April 1, 2025 .
- Related-party transactions: FirstBank paid ≈$411,191 in 2024 to entities owned by Jon and James W. Ayers for office leases—ongoing monitoring warranted for terms, competitive pricing, and approvals; aircraft leasing with certain directors (unnamed) adds another related-party vector .
- Pledging policy allows (discourages) pledging; while no pledging disclosed for Ayers, allowance of pledging at the company level merits continued oversight given alignment risks (CEO has pledged shares per footnote) .
-
Compensation alignment (director)
- Mix is plain-vanilla board pay (cash retainer plus time-based RSUs), with additional fee potential for bank subsidiary committee chair role; absence of performance-conditioned equity reduces risk-taking incentives for directors but also limits direct pay-for-performance alignment at the board level .
Director Compensation (detail)
| Metric | 2024 |
|---|---|
| Annual cash retainer (policy) | $60,000 (independent directors) |
| Additional chair fees (policy) | Audit/Risk $20,000; Comp/NCG $15,000; Board Chair $62,500; FirstBank committee chairs $5,000–$10,000 |
| Ayers – Stock awards | $60,005 (RSU grant-date fair value) |
| Ayers – Cash fees | $54,612 |
| Ayers – Total | $114,617 |
| RSU vesting | Scheduled to vest April 30, 2025 |
Say‑on‑Pay & Shareholder Feedback (context)
- 2025 say‑on‑pay: 39,084,248 for; 666,414 against; 83,640 abstain; 3,294,650 non‑votes—strong support for executive pay design (contextual governance signal) .
Attendance and Engagement (board-level)
| Item | 2024 |
|---|---|
| Board meetings held | 7 |
| Director attendance threshold | All directors ≥75% of board and committee meetings served |
| Executive sessions | Non-management directors: 5; independent directors: 1; independent chair presided |
Related-Party Transactions (Ayers‑specific)
| Transaction | 2024 Amount ($) | Counterparty | Notes |
|---|---|---|---|
| Office space leases | ≈411,191 | Entities owned by Jon Ayers and by James W. Ayers | FirstBank paid aggregate amount; ongoing related‑party exposure |
| Aircraft leases (non-exclusive) | 50,430 (income recognized by Company) | Certain directors (not named) | Director-specific parties not disclosed |
Other Directorships & Interlocks (summary table)
| Type | Current |
|---|---|
| Public company directorships (Ayers) | None disclosed in proxy |
| Private company leadership | EVP Ayers Asset Management; President Ayers Real Estate Services |
| Family influence | Son of former 23% shareholder with prior designation rights (agreement now terminated) |
Expertise & Qualifications
- Banking and financial services operating experience, private equity investing in financial services, and commercial real estate leadership provide relevant domain expertise for FBK’s credit and risk oversight. Trust Committee chair role underscores fiduciary and governance competence .
Equity Ownership
| Holder | Shares | % |
|---|---|---|
| J. Jonathan Ayers | 17,692 | <1% |
- Stock ownership guidelines: Non-employee directors must own 4x annual cash retainer; 5‑year compliance window; unvested performance awards excluded from compliance; pledged shares do not count; hedging prohibited; pledging discouraged (no pledge footnote for Ayers) .
Governance Assessment
- Overall: Experienced operator with long-standing FirstBank/FBK familiarity and active fiduciary/risk oversight roles, but independence concerns and concrete related‑party transactions warrant heightened monitoring of conflict controls, recusal practices, and pricing/approval rigor on any dealings with Ayers‑affiliated entities. Shareholder agreement termination post‑April 2025 reduces structural influence risk going forward, and shareholder voting outcomes suggest continued investor confidence in FBK’s governance framework despite these exposures .