James L. Exum
About James L. Exum
James “Jimmy” L. Exum, age 83, has served as an independent director of FB Financial Corporation since 2017 and as a director of FirstBank since 1998. He chaired the Nominating & Corporate Governance Committee in 2024 and currently serves as a member of that committee and the FirstBank Trust Committee; he is considered independent under NYSE/SEC rules. His background spans executive roles at Murray Guard, Inc., co-founding TotalREACH, Inc., and extensive civic leadership in Jackson, TN, an important FirstBank market .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Murray Guard, Inc. | Executive Vice President; Senior Vice President; Director Emeritus | EVP 2003–2011; SVP 2011–2017; Director Emeritus since 1987 | Long-standing governance role at Tennessee-founded security services firm |
| TotalREACH, Inc. (division of Murray Guard) | Co-founder; cable advertising sales/production | 1983–2003 | Operational leadership in media sales and production |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carnegie Museum (Jackson, TN) | Board Member | Current | Civic leadership in core FirstBank market |
| Jackson Amphitheater | Chair | Current | Venue leadership; community engagement |
| Jackson Convention & Visitors Bureau | Former Chair | Prior | Tourism and regional development |
| Jackson Area Chamber of Commerce | Board Service | Prior | Business community leadership |
| Tennessee Alcoholic Beverage Commission | Former Chair | Prior | State regulatory leadership |
Board Governance
- Committee assignments: 2024 Chair of Nominating & Corporate Governance; member of FirstBank Trust Committee. As of Jan 1, 2025, C. Wright Pinson is Chair; Exum remains a member. Exum is also listed on the Trust Committee of FirstBank .
- Independence: Independent; only Ayers and Holmes are non-independent among nominees .
- Attendance: Board held 7 meetings in 2024; all directors attended at least 75% of board and committee meetings on which they served. Nominating & Corporate Governance met 4 times; Trust Committee 4 times .
- Executive sessions: Non-management directors met separately five times; independent directors met once; independent Chair presided .
- Board refresh policy: Non-management directors generally capped at 15 years, with exceptions for shareholder interests; Pinson appointed N&G Chair effective Jan 1, 2025 reflecting refreshment and rotation .
Fixed Compensation
| Item | Detail | Amount |
|---|---|---|
| 2024 Fees Paid in Cash (FBK + FirstBank boards; includes cash paid on dividend equivalents) | James L. Exum | $68,362 |
| Annual Non-Employee Director Cash Fee | Policy | $60,000 |
| Committee Chair Fees (FBK board) | Audit/Risk Chairs | $20,000 |
| Committee Chair Fees (FBK board) | Compensation/Nominating & Corporate Governance Chairs | $15,000 |
| Chair of the Board | Annual fee | $62,500 |
| FirstBank subsidiary committee chair fees | Annual range | $5,000–$10,000 |
| Total 2024 Director Compensation (Exum) | Cash + Stock Awards | $128,367 |
Performance Compensation
| Grant Type | Grant Date | Vesting | Grant-Date Fair Value |
|---|---|---|---|
| RSU (Non-Employee Director Annual Grant) | 2024 (specific date not listed; annual program) | Scheduled to vest April 30, 2025 | $60,005 (Exum) |
- No stock options or PSUs are disclosed for directors; director equity compensation is time-based RSUs under the Non-Employee Director Compensation Policy .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other public company boards | None disclosed for Exum in the proxy |
| Private/non-profit boards | Multiple civic roles; Murray Guard board (Director Emeritus) |
| Potential interlocks | None disclosed; no public company competitor/supplier/customer interlocks identified for Exum |
Expertise & Qualifications
- Operational and governance experience from decades at Murray Guard (security services), media operations (TotalREACH), and civic leadership; deep ties to Jackson, TN, a key FirstBank market .
- Former state-level regulatory leadership (Chair, Tennessee Alcoholic Beverage Commission) .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| James L. Exum | 9,734 | <1% (proxy denotes less than 1%) | No pledging disclosed for Exum; company policy prohibits hedging, discourages pledging; pledged shares don’t count toward ownership guidelines |
| Stock Ownership Guideline (Directors) | 4× annual cash retainer | Policy applies after 5 years of service; unvested performance-based stock doesn’t count | Compliance status not individually disclosed |
Governance Assessment
- Committee leadership and engagement: Exum chaired Nominating & Corporate Governance in 2024 and remains an active member; also serves on FirstBank’s Trust Committee. This points to sustained governance involvement in director selection, principles, and trust oversight .
- Independence and attendance: Independent under NYSE/SEC; met attendance threshold; supports investor confidence in oversight quality .
- Compensation mix and alignment: 2024 compensation 47% equity ($60k RSUs) and 53% cash ($68k), aligning director incentives with shareholder value while avoiding leveraged option risk .
- Ownership alignment: Beneficial ownership is modest (<1%); company mandates a 4× retainer ownership guideline for directors; pledged shares discouraged and excluded from compliance, and hedging prohibited—positive alignment features (individual compliance not disclosed) .
- Conflicts/related-party risk: Proxy discloses routine insider loans at market terms and non-exclusive aircraft leases with “certain directors” (not named); absent specific attribution to Exum, no Exum-specific related-party exposure is disclosed. Ongoing policies and Audit Committee review mitigate RPT risk .
- Shareholder sentiment: Say-on-pay received strong support (39.08M For vs 0.67M Against); charter amendment to eliminate supermajority provisions did not meet the 80% outstanding threshold—structural governance friction remains but not indicative of director-specific concern .
Red Flags/Watch items
- Age/tenure considerations: At 83, succession and refresh dynamics warrant monitoring, though the board’s refresh policy caps non-management tenure at ~15 years, and Exum’s FBK board tenure (since 2017) is within limits .
- Structural governance constraint: Failure to remove supermajority voting standard due to the 80% outstanding share requirement—monitor future attempts and implications for shareholder rights .
Insider Trading & Section 16 Compliance
| Item | Detail |
|---|---|
| Section 16(a) compliance | Company reports compliance for FY2024, with five tax-withholding Form 4 delays for certain officers—no Exum-specific delinquencies disclosed |
Committee Snapshot (2024 activity context)
| Committee | Role (Exum) | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair (2024); member post Jan 1, 2025 | 4 |
| Trust Committee (FirstBank) | Member | 4 |