Melody J. Sullivan
About Melody J. Sullivan
Independent director of FB Financial Corporation (FBK) since 2020; age 72. A career CPA and founder of Smiley CPAs (the first woman-owned CPA firm in Franklin, TN), with prior financial leadership including CFO of The Abaco Inn in the Bahamas. She previously served on boards of Franklin National Bank and Fifth Third Bank of Tennessee, and brings extensive accounting and financial oversight experience to FBK’s board .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Smiley CPAs | Founder | Founded in 1986; served 30 years providing financial statement prep and tax compliance to >1,700 clients | Led accounting practice; deep financial controls experience |
| The Abaco Inn (Bahamas) | Chief Financial Officer | Prior finance leadership role | Financial oversight |
| Franklin National Bank; Fifth Third Bank of Tennessee | Director | Prior bank board service | Banking industry governance experience |
| Nashville-area CPA firm; local food service company | Staff accountant; Comptroller | Early career roles | Operational finance and controls |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Franklin Breakfast Rotary Club | Past President | Community leadership |
| Franklin Family YMCA | Past President | Community leadership |
| Boards: United Way of Williamson County; Franklin Tomorrow; Williamson County‑Franklin Chamber of Commerce; Williamson County CASA; Historic Carnton Plantation | Board member | Civic involvement |
| Chamber’s Small Business Development Division | Past Chairperson | Small business advocacy |
Board Governance
- Independence: Board determined Sullivan is independent under NYSE and SEC rules; only Holmes (CEO) and J. Jonathan Ayers are non-independent .
- Board leadership: Independent Chair; executive sessions held regularly (non‑management met 5 times; independent directors once in 2024) .
- Attendance: Board met 7 times in 2024; all directors attended ≥75% of board and relevant committee meetings .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Risk Committee | Chair | 4 |
| Audit Committee | Member; designated “audit committee financial expert” | 11 |
| Bank (FirstBank) committees | Not listed for Sullivan | — |
- Risk oversight: Risk Committee oversees enterprise risk (credit, liquidity, cyber, compliance); quarterly CRO reporting; empowered to retain independent advisors .
- Audit oversight: Audit Committee oversees internal controls, internal/external audit; all members independent; Sullivan recognized as audit committee financial expert .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual RSU grant (grant date fair value) | $60,005 |
| Fees earned/paid in cash | $68,362 |
| Total (cash + stock) | $128,367 |
- Policy: Each independent director receives $60,000 annual fee and an RSU award valued ≈$60,000; committee chair fees: Audit/Risk $20,000; Compensation/Nominating $15,000; board Chair $62,500; bank subsidiary committee chair fees $5,000‑$10,000 annually .
Performance Compensation
| Grant Type | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (director retainer) | $60,005 | Scheduled to vest April 30, 2025 | None; time‑based vesting (no disclosed performance metrics) |
No director PSUs or performance‑metric based awards are disclosed for non‑employee directors; RSUs vest time‑based per the Non‑Employee Director Compensation Policy .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Franklin National Bank; Fifth Third Bank of Tennessee | Bank subsidiaries (prior) | Director (prior) | No current FBK related‑party transaction disclosed involving Sullivan |
Expertise & Qualifications
- Designated audit committee financial expert; extensive accounting and audit background .
- Banking governance experience from prior bank boards .
- Community leadership and organizational governance across multiple civic boards .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Mar 1, 2025) | 33,391 |
| Shares outstanding (as of Mar 1, 2025) | 46,689,911 |
| Ownership % | ~0.0715% (33,391 / 46,689,911) |
| Pledged shares | None disclosed in footnotes for Sullivan (Holmes pledges noted; Sullivan not listed) |
| Section 16 filings compliance | Company states compliance for FY2024 (with exceptions noted for certain executives; none for Sullivan) |
Insider Trades
| Filing Date | Form | Transaction Summary | Holdings After | Source |
|---|---|---|---|---|
| Aug 12–13, 2025 | Form 4 | Director filing (details include address and reporting role) | 33,591 shares after reporting |
Governance Assessment
- Strengths: Independent director; chairs Risk Committee; audit committee financial expert; robust committee activity (Audit 11 mtgs; Risk 4); board conducts regular executive sessions; strong related‑party policy with Audit Committee review; hedging prohibited and pledging discouraged .
- Alignment: Director ownership 33,391 shares; non‑employee directors subject to stock ownership guideline of 4x annual cash retainer (compliance status not individually disclosed) .
- Compensation quality: Director pay mix balanced (cash + RSUs); chair roles carry incremental fees; no performance‑based equity for directors, consistent with best practices to preserve independence .
- Conflicts/RED FLAGS: No related‑party transactions specific to Sullivan disclosed; loans to insiders permitted only on market terms; no pledging disclosed for Sullivan; no tax gross‑ups in compensation plans; no option repricing .