Michael M. Mettee
About Michael M. Mettee
Michael M. Mettee is Chief Financial Officer of FB Financial Corporation and FirstBank, appointed November 30, 2020 after serving as interim CFO since April 24, 2020; he joined FirstBank in 2012 and previously held roles including CFO/Banking and Director of Capital Markets . He is 44 years old (as of March 28, 2025), holds a B.S. in Finance and an MBA from the University of Alabama, and earlier worked at BBVA Compass managing retail bank budgeting/forecasting and pricing; he also spent a decade in secondary marketing at BBVA Compass, Regions/AmSouth, and Wachovia/SouthTrust . Under the executive team’s oversight in 2024, FB Financial delivered 13.0% adjusted EPS growth, 20.0% pretax pre-provision net revenue growth, 12.9% adjusted net income growth, and a 1‑year TSR of 31.4% (97th percentile vs. 2024 peer group) . Mettee’s 2024 MBO assessment highlights implementation of the company profitability system, centralized management reporting, and liquidity/capital stress testing .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FB Financial / FirstBank | Chief Financial Officer | 2020–present | Leads accounting, capital markets, treasury, investment portfolio, FP&A; supports CEO and leadership |
| FB Financial / FirstBank | Interim Chief Financial Officer | Apr 24, 2020–Nov 30, 2020 | Transition leadership; continuity of finance function during CFO search |
| FirstBank | CFO/Banking | Prior to Apr 2020 (not separately disclosed end date) | Finance leadership for banking segment |
| FirstBank | Director of Capital Markets | From 2012 (end date not separately disclosed) | Managed interest rate risk; capital markets activities |
| BBVA Compass | Retail Bank Budget/Forecasting; ALM product pricing; financial reporting | Pre‑2012 | Retail bank P&L discipline; asset/liability pricing |
| BBVA Compass; Regions/AmSouth; Wachovia/SouthTrust | Secondary marketing | ~10 years pre‑retail finance role (years not disclosed) | Mortgage/secondary marketing execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Freddie Mac Advisory Board | Member | Not disclosed | Industry insight; secondary market engagement |
| FHLB of Cincinnati Advisory Board | Member | Not disclosed | Funding/ALM perspectives via FHLB system |
| Community organizations | Various | Not disclosed | Community and industry engagement |
Fixed Compensation
| Metric | 2020 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 375,000 | 394,615 (salary paid) | 450,000 (base rate); 441,346 (salary paid) |
| Target Cash Bonus ($) | 250,000 initial target (max 150% of target) | Not disclosed | 382,500 (target); Max payout factor 200% plan cap |
| Long‑Term Incentive Target Value ($) | 250,000 initial base value (max 200% of target) | Not disclosed | Grant-date fair value $450,055 (mix of RSUs/PSUs) |
Notes: 2024 target bonus as % of base salary ≈ 85% (382,500 / 450,000; calculated) .
Performance Compensation
Annual Cash Incentive (STIP) – 2024 Design and Outcome
| Component | Weighting | Target/Goal | Actual | Payout Factor | Result |
|---|---|---|---|---|---|
| Adjusted EPS (non‑GAAP) | 75% | 100% payout at $2.90–$3.01; 200% at $3.61; 50% at $2.56; 0% ≤$2.55 | $3.40 | 165% | Contributes 123.8% (= 75% x 165%; calc) |
| Management by Objectives (MBOs) | 25% | Individual goals set by Comp Committee | Mettee: met/ exceeded objectives (profitability system, reporting, stress testing) | 175% | Contributes 43.8% (= 25% x 175%; calc) |
| Weighted Payout | — | — | — | 167.5% | — |
| 2024 STIP Payout ($) | — | Target $382,500 | — | — | 640,688 |
Long‑Term Incentives (LTI) – 2024 Grants
| Grant Date | Total Shares Granted | PSUs (shares) | RSUs (shares) | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|---|---|
| Feb 23, 2024 | 12,642 | 7,585 | 5,057 | 450,055 | Closing price $35.60 used for fair value; mix 60% PSUs / 40% RSUs for NEOs |
- RSU vesting: Three approximately equal installments over three years; Mettee’s specific 2024 RSU grant vests on Apr 1, 2025/2026/2027 (see schedule below) .
- PSU design (2024–2026 performance period): Two metrics with 0–200% payout range .
- Core ROATCE vs comparator group: 25th/50th/75th percentiles map to 25%/100%/200% PSU multiple .
- Adjusted Tangible Book Value per share (cumulative, adjusted) thresholds: $35.94 (25%), $37.97 (100%), >$40.08 (200%) .
- Comparator group banks listed in proxy; final group includes surviving companies at period end .
Prior PSU Cycle – 2022 Grants (Performance 2022–2024)
- Committee certified Core ROATCE at the 48.7th percentile vs peers; PSUs vested at 96.1% of target in Feb 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (common shares) | 27,815 (less than 1% of shares outstanding as of Mar 1, 2025) |
| Unvested RSUs (as of Dec 31, 2024) | 20,062 units; market value $1,033,394 ($51.51 per share) |
| Unvested PSUs (as of Dec 31, 2024) | 16,452 units (at target); market value $1,694,885 ($51.51; PSUs can settle 0–200%) |
| Stock Ownership Guidelines | Executive officers must hold 3x base salary; 5‑year compliance window; unvested performance awards excluded |
| Hedging/Pledging Policy | Hedging prohibited; pledging discouraged and not counted toward guidelines |
| Pledged Shares (individual) | No pledging disclosed for Mettee in Security Ownership table; CEO’s pledged shares separately disclosed |
Upcoming Vesting Schedule (Potential Supply/Withholding Events)
| Award | Vesting Detail | Dates/Amounts |
|---|---|---|
| RSUs (prior grants) | 938 on Apr 1, 2025; 4,036 split on Apr 1, 2025 & 2026; 5,057 split on Apr 1, 2025, 2026 & 2027 | Apr 1, 2025/2026/2027 |
| PSUs (at target units shown; settlement on Committee certification) | 2,813 (Q1 2025, 2022 cycle); 6,054 (Q1 2026, 2023 cycle); 7,585 (Q1 2027, 2024 cycle) | Q1 2025/2026/2027 |
Note: 2024 “Stock Vested” table shows shares that vested in 2024 and value realized (across NEOs); Mettee realized 6,059 shares, $220,602 in 2024 .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement term | 3 years with automatic 1‑year renewals on each anniversary |
| Base salary and incentives | Base set by Comp Committee with annual review; participates in Company-wide incentive, savings, retirement, welfare, fringe benefits |
| Severance (no CIC) | If terminated without cause or resigns for good reason: cash equal to 2x (base salary + greater of target bonus or prior 3‑year average bonus); 18 months COBRA equivalent; time-based equity vests fully; PSUs vest pro‑rata per actual performance at period end |
| Disability | Lump sum = 6 months base salary + pro‑rated target bonus |
| Change-in-Control (CIC) | Double-trigger: if terminated without cause or resigns for good reason within 12 months post‑CIC → 2.5x (base + greater of target or 3‑year avg bonus) for CFO; time-based equity vests; PSUs vest at greater of target or actual performance through termination date |
| Non‑compete / Non‑solicit | Confidentiality plus non‑competition and non‑solicitation for 1 year post‑termination |
| COBRA benefits | Up to 18 months continuation cost after qualifying terminations |
| Clawback | Compensation Recovery Policy mandates recoupment of excess incentive‑based comp for 3 completed fiscal years preceding a required restatement |
| 280G excise tax | “Best‑net” approach with potential cutback to avoid excise tax unless net after‑tax benefit is greater without cutback |
| Initial 2020 terms | Upon appointment as CFO: $375k base; initial target annual bonus $250k (max 150% of target); initial LTIP base value $250k (max 200% of target); 2x salary+bonus severance; 18 months COBRA; accelerated vesting (max for performance awards) unless award states otherwise |
Compensation Structure Analysis
- Mix and at‑risk emphasis: For 2024, Mettee’s comp was heavily performance‑linked: $450,055 in equity grants (60% PSUs/40% RSUs), and cash STIP payout of $640,688 on a 167.5% factor; salary was $441,346 paid .
- Short‑term plan rigor: EPS targets set with threshold/target/maximum; 2024 Adjusted EPS of $3.40 delivered a 165% EPS factor; MBOs at 175% based on stated initiatives, producing a 167.5% blended payout .
- Long‑term plan rigor: PSU metrics tie to peer‑relative Core ROATCE and Adjusted TBV with 0–200% payout; the 2022–2024 PSU cycle vested at 96.1%, indicating calibrated performance outcomes versus peers .
- Governance and risk: Double‑trigger CIC, clawback policy, hedging ban and discouraged pledging; independent consultant (FW Cook) engaged in 2024; no tax gross‑ups on CIC .
Performance & Track Record
| Area | Evidence/Notes |
|---|---|
| Company operating performance (2024) | Adjusted EPS +13.0%, PPNR +20.0%, adjusted net income +12.9%; 1‑year TSR 31.4% (97th percentile vs peers) |
| CFO 2024 initiatives (MBOs) | Implemented profitability system; centralized management reporting; liquidity and capital stress testing |
| Stock vested (2024) | 6,059 shares; $220,602 value realized on vesting |
| Compensation benchmarking | Peer group of 20 banks (median assets ~$16.5B); used as market check, not strict comparator |
Investment Implications
- Alignment: High at‑risk mix (PSUs/RSUs and EPS‑driven STIP) plus stock ownership guidelines (3x salary) and clawback foster pay-for-performance and shareholder alignment .
- Retention vs. turnover risk: Multi‑year unvested equity (20,062 RSUs; 16,452 PSUs at target as of 12/31/24) and upcoming vesting through 2027 create retention hooks; severance and CIC protections (2x and 2.5x, respectively) mitigate abrupt turnover risk but could increase transaction costs in M&A scenarios .
- Trading/flow considerations: Scheduled RSU tranches (Apr 1, 2025/2026/2027) and PSU settlements (Q1 2025/2026/2027) may create periodic supply from tax withholding; the company prohibits hedging and discourages pledging (no pledge disclosed for Mettee) which limits adverse signaling .
- Execution signals: 2024 outperformance against STIP metrics and prior PSU vesting at 96.1% suggest disciplined targets and execution; continued focus on profitability systems and stress testing underscores risk-aware growth posture .