James W. Cross IV
About James W. Cross IV
Independent director of FB Financial Corporation (FBK), age 61, serving since 2020 following the Franklin Financial merger; core credentials in construction and real estate with 30+ years leading Century Construction Co. (CEO since September 1988), and founding Oversite (2017) and Century Investment Partners (2008). Education: Brentwood Academy; University of Tennessee. Board biography emphasizes project delivery expertise for investment-grade, single-tenant medical buildings; current board service at Williamson Medical Center. The board affirms his independence under NYSE/SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Century Construction Co. | Owner; CEO | CEO since Sep 1988 | General contractor leadership in construction and real estate; 30+ years experience |
| Oversite | Founder | Founded 2017 | Owner representation consulting; project delivery from design to completion |
| Century Investment Partners | Founder; CEO | CEO since 2008 | Development company in Franklin, TN |
| Franklin National Bank | Director; Chair (pre-merger) | Joined 2009; Chair pre-2020 | Led board pre-merger; appointed to FBK board in connection with 2020 Franklin Merger |
| Fifth Third Bank of Tennessee | Director | Prior service (dates not specified) | Banking board experience |
| Battle Ground Academy; Williamson County Library Foundation; Franklin Tomorrow; Leadership Franklin; Youth Leadership Franklin; Williamson County–Franklin Chamber; Williamson County Library | Director/Board roles | Prior service (dates not specified) | Civic and community leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Williamson Medical Center | Director | Current | Community healthcare governance |
Board Governance
- Committee assignments: Company-level Nominating & Corporate Governance Committee (member); FirstBank subsidiary committees—Credit Risk Committee (Chair) and Innovations Committee (member).
- Meeting cadence and attendance: Board met 7 times in 2024; all directors attended ≥75% of board and committee meetings during their service in 2024. Independent directors met separately 5 times; independent members met once; independent Chair presided. 10 of 12 directors attended the 2024 annual meeting.
- Independence: Board determined all nominees except J. Jonathan Ayers and CEO Christopher T. Holmes are independent; Cross is independent. Executive sessions are held regularly without management.
- FirstBank committee activity: 2024 meetings—Credit Risk (9), Innovations (10), Trust (4); Risk Committee (company-level) met 4 times.
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer (policy) | $60,000 | Non-employee director annual fee |
| RSU annual grant (policy) | ~$60,000 | Time-based RSUs; grant date fair value approx. $60k; scheduled to vest Apr 30, 2025 |
| RSU grant (reported) | $60,005 | Grant date fair value under ASC 718 |
| Fees earned or paid in cash (reported) | $57,112 | Includes Company and FirstBank board service; includes cash payments upon vesting of dividend equivalents |
| Fees settled in shares (reported) | — | No share-settled fees for Cross in 2024 |
| Committee chair fees (policy) | $5,000–$10,000 | FirstBank subsidiary committee chair fees (Cross chairs Credit Risk); Audit chair $20,000; Risk chair $20,000; Comp & Nominating chairs $15,000; Board Chair $62,500 |
| Total 2024 Director Compensation (reported) | $117,117 | Stock awards + cash fees |
Director compensation is time-based (retainer + RSUs). No performance-linked director pay is disclosed.
Performance Compensation
- Directors: No performance metrics tied to non-employee director compensation; RSUs are time-based annual grants.
- Company context (for NEOs; reference only): Long-term PSUs vest based on 3-year Core ROATCE percentile vs peer group (2022/2023 grants) and cumulative Adjusted TBV (2024 grant), with payouts 0–200%. The 2022 PSU grant (2022–2024 performance period) vested at 96.1% of target based on 13.1% average Core ROATCE (48.7th percentile).
| Metric | Definition | Period | Targeting/Result |
|---|---|---|---|
| Core ROATCE (relative) | Core return on average tangible common equity vs comparator group | 3-year | 2022–2024 PSU paid at 96.1% of target based on 48.7th percentile performance; average Core ROATCE 13.1% |
| Adjusted TBV (cumulative) | Cumulative adjusted tangible book value | 3-year | Incorporated for 2024 PSU grants (2024–2026) |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Williamson Medical Center | Non-profit/Healthcare | Director | No FBK customer/supplier conflict disclosed |
| Franklin National Bank (pre-merger) | Bank | Director; Chair | Historical; not current public company board |
| Fifth Third Bank of Tennessee | Bank | Director (prior) | Historical; subsidiary of public FITB; no current interlock disclosed |
No other current public company directorships disclosed. No disclosed shared directorships with FBK competitors/suppliers/customers involving Cross.
Expertise & Qualifications
- Deep construction/real estate operations; project delivery for investment-grade, single-tenant medical-related buildings.
- Prior bank board leadership (Chair at Franklin), governance experience aligning with FBK’s credit risk oversight.
- Community healthcare governance (Williamson Medical Center).
Equity Ownership
| Date (as of) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mar 1, 2024 | 57,471 | <1% | Includes 41,681 shares jointly with spouse |
| Mar 1, 2025 | 54,078 | 0.116% (54,078 / 46,689,911) | Includes 41,681 shares jointly with spouse; outstanding shares 46,689,911 |
- Pledging/Hedging: Company prohibits hedging; pledging discouraged and not counted toward ownership guideline compliance. No Cross-specific pledging disclosed; CEO Holmes has pledged shares per footnote.
- Director ownership guidelines: Non-employee directors required to hold 4x annual cash retainer (effective within five years of appointment); unvested performance awards do not count. Compliance status for Cross not specifically disclosed.
Insider Trades and Section 16 Compliance
| Item | 2024 Disclosure | Notes |
|---|---|---|
| Section 16(a) compliance (directors) | No delinquencies noted for Cross | Company reported five late filings tied to tax withholding transactions for other individuals; none list Cross |
Governance Assessment
- Independence and engagement: Cross is an independent director with substantive committee responsibilities—chairs FirstBank Credit Risk Committee, sits on Innovations (FirstBank) and Nominating & Corporate Governance (Company). Attendance met ≥75% threshold in 2024 for board/committees, supporting effective oversight.
- Incentive alignment: Director pay mix balances cash retainer and time-based RSUs (approx. $60k each in 2024); annual equity maintains alignment, though absence of performance-linked director awards places emphasis on service tenure rather than performance metrics.
- Ownership “skin-in-the-game”: Beneficial ownership 54,078 shares (~0.116% of outstanding as of Mar 1, 2025); guideline requires 4x retainer, but compliance not disclosed. No pledging disclosed for Cross; hedging prohibited, pledging discouraged.
- Committee leadership signal: Chairing FirstBank Credit Risk Committee (9 meetings in 2024) indicates active risk oversight aligned with his operating background.
RED FLAGS / Watch items
- Related-party exposure at the company level exists (aircraft leases with certain directors; material office leases with Ayers-affiliated entities), though specific participation by Cross is not disclosed—monitor for any future identification.
- Ownership guideline compliance is not explicitly reported—track future proxies for compliance confirmations and any pledging updates (pledged shares do not count towards guidelines).
Positive Signals
- Clear independent status; substantive risk committee leadership; consistent attendance.
- Standardized, transparent director compensation policy; modest bank subsidiary chair fees reduce misalignment risk.