Mark E. Hickman
About Mark E. Hickman
Mark E. Hickman is Chief Human Resources Officer (CHRO) of FB Financial Corporation (FirstBank) and has served in this role since 2023; he is 48 years old . Prior to FirstBank, Hickman was Head of Benefits & Enterprise Recognition at Wells Fargo, responsible for benefits, well-being, and recognition programs to enhance employee experience and engagement . Company performance in 2024 included Adjusted EPS +13.0% YoY, Pretax Pre-Provision Net Revenue +20.0% YoY, Adjusted net income +12.9% YoY, and one‑year TSR of 31.4% (97th percentile vs peer group), metrics directly used in executive incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wells Fargo | Head of Benefits & Enterprise Recognition | — | Led benefits, well‑being, and recognition programs focused on employee experience and engagement |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 137,308 | 348,239 |
| Signing Bonus ($) | 200,000 (related to original employment agreement) | 50,000 |
| Target Cash Incentive/Individual STIP Target ($) | — | 262,650 |
| Actual Cash STIP Payout ($) | 62,657 | 433,373 |
| Stock Awards (Grant‑date fair value, $) | 400,000 | 255,038 |
| All Other Compensation ($) | 321 | 11,050 |
| Total Compensation ($) | 800,286 | 1,097,700 |
Performance Compensation
2024 Short‑Term Incentive Plan (STIP)
| Metric | Weight | Target | Actual | Payout Factor | Payout ($) |
|---|---|---|---|---|---|
| Adjusted EPS (non‑GAAP) | 75% | $3.61 | $3.40 | 165% | 433,373 |
| MBO (Management by Objectives) | 25% | — | 165% with initiatives: engagement survey; job architecture; enhanced succession planning/talent assessments | 165% | 433,373 (total STIP) |
Notes:
- STIP payout curve: 0–200% of target; 100% payout range $2.90–$3.01; threshold $2.56 .
- 2024 STIP payouts were paid in March 2025 under the 2016 Incentive Plan .
2024 Equity Grants (LTI design: 60% PSUs, 40% RSUs for NEOs)
| Grant Date | RSUs Granted (#) | PSUs Granted (#) | Total Shares | Grant‑Date Fair Value ($) | Equity Mix |
|---|---|---|---|---|---|
| Feb 23, 2024 | 2,866 | 4,298 | 7,164 | 255,038 (at $35.60 closing price) | 60% PSUs / 40% RSUs |
PSU Performance Outcome (2012–2024 awards certified in 2025)
| Performance Period | Metric | Result | Percentile/Measure | Payout (%) | Vesting/Certification |
|---|---|---|---|---|---|
| 2022–2024 | Core ROATCE vs comparator group | Average 13.1% over period | 48.7th percentile | 96.1% of target | Certified by Compensation Committee in Feb 2025 |
PSU metrics for current cycle: Core ROATCE and cumulative Adjusted TBV over 2024–2026, with vesting in Q1 2027, subject to double‑trigger change‑of‑control treatment .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Data Point | Value |
|---|---|
| Common shares beneficially owned | 4,495 |
| Ownership as % of shares outstanding | <1% (46,689,911 shares outstanding basis) |
| Stock ownership guideline (executive officers) | 3× annual base salary; 5‑year compliance window |
| Hedging/Pledging policy | Hedging prohibited; pledging discouraged and excluded from guideline compliance |
Outstanding Equity Awards and Vesting (as of Dec 31, 2024)
| Award Type | Unvested Shares (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| RSUs | 24,452 | 1,259,523 (at $51.51) | Tranches include: 2,866 in three approx equal installments on Apr 1, 2025/2026/2027; 9,360 in two approx equal installments on Oct 1, 2025/2026 |
| PSUs | 4,298 | 442,780 (at $51.51; PSUs shown at maximum performance target) | 2024 PSUs eligible to vest in Q1 2027 based on Core ROATCE and Adjusted TBV |
Stock Vested in 2024
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Mark E. Hickman | 4,680 | 211,302 |
Employment Terms
Agreement Summary
- Term: 3 years, auto‑renews annually; compensation set and reviewed annually by Compensation Committee .
- Severance (without cause or resignation for good reason): cash severance equal to 2× (base salary + greater of target annual bonus or three‑year average bonus); 18 months of benefits; time‑based equity fully vests; performance‑based equity vests pro‑rata based on actual outcomes .
- Change‑in‑control (double trigger within 12 months): 2.5× (base + greater of target/average bonus); 18 months benefits; time‑based equity fully vests; PSUs vest at greater of target or actual achievement as of termination .
- Restrictive covenants: confidentiality, non‑compete, and non‑solicit for one year post‑termination .
- 280G treatment: excise tax “cutback” to avoid 4999 tax if superior after‑tax outcome; no tax gross‑ups .
Potential Post‑Employment Payments (as of Dec 31, 2024)
| Component | Termination other than for cause ($) | Resignation for good reason ($) | Death ($) | Disability ($) | CoC termination within 12 months ($) | Non‑renewal ($) |
|---|---|---|---|---|---|---|
| Base Salary | 700,400 | 700,400 | — | 175,100 | 875,500 | 700,400 |
| Non‑Equity Incentive Compensation | 558,687 | 558,687 | — | 262,650 | 558,687 | 558,687 |
| Value of RSUs | 617,658 | 617,658 | 617,658 | 617,658 | 617,658 | 617,658 |
| Value of PSUs | 72,378 | 72,378 | 72,378 | 72,378 | 217,135 | 72,378 |
| Insurance Benefits | 12,540 | 12,540 | 350,200 (death benefit and LTD provisions) | 4,293,868 (enhanced LTD) | 12,540 | 12,540 |
| Accrued Vacation | 13,469 | 13,469 | 13,469 | 13,469 | 13,469 | 13,469 |
| Perquisites | 12,556 | 12,556 | 12,556 | 12,556 | 14,562 | 12,556 |
Note: Values reflect $50.52 closing price 60 days post‑separation on Feb 28, 2025 for equity components; LTD and death benefits per plan provisions .
Compensation Structure Analysis
- Design emphasizes at‑risk pay: NEO LTI is 60% PSUs and 40% RSUs (time‑based), with rigorous goals tied to Core ROATCE and Adjusted TBV; STIP links payout to Adjusted EPS and MBOs with a 0–200% slope .
- Governance features include double‑trigger vesting under CoC, clawback policy aligned to SEC restatement rules, no hedging, discouraged pledging, stock ownership guidelines (3× salary for executive officers), and no tax gross‑ups with 280G cutback .
- Market benchmarking uses a defined 20‑company 2024 Peer Group; Compensation Committee retains FW Cook as independent consultant and annually reviews goals and peer constructs .
Investment Implications
- Alignment: Hickman’s incentive plan is tightly linked to Adjusted EPS and strategic MBOs, with LTI performance metrics (Core ROATCE and Adjusted TBV) that directly track bank value creation; 2024 corporate results and peer‑relative TSR strength support pay‑for‑performance alignment . This suggests incentives are reasonably calibrated to shareholder outcomes.
- Retention and selling pressure: Multi‑year RSU tranches through 2027 and PSUs scheduled for Q1 2027 create recurring vesting events (e.g., Apr/Oct 2025–2026; Q1 2027) that may incrementally add liquidity from tax‑withholding/settlement; double‑trigger CoC protections and 2×/2.5× severance support retention while mitigating turnover risk . The policy ban on hedging and discouragement of pledging further reduces misalignment risk .
- Ownership: Hickman holds 4,495 shares (<1%); guidelines require 3× salary within 5 years, encouraging continued accumulation; no pledge disclosure for Hickman, while the policy excludes pledged shares from guideline compliance . This indicates an expectation of growing “skin‑in‑the‑game” over tenure.
- Governance quality: Independent consultant (FW Cook), formal clawback, and rigorous STIP/LTI structures, coupled with the peer group framework, support compensation discipline .
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