Orrin H. Ingram
About Orrin H. Ingram
Orrin H. Ingram, age 64, has served as an independent director of FB Financial Corporation (FBK) since 2006; he is a member of the Audit Committee and the Compensation Committee. He is President and CEO of Ingram Industries Inc., Chair (and former CEO) of Ingram Barge Company LLC, and previously served on public company boards at Coca-Cola Enterprises, Inc. (2008–2016) and Coca-Cola European Partners, PLC (2016–2020). The board highlights his leadership, business acumen, and financial expertise, along with deep ties to the Tennessee and Nashville business communities.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingram Barge Company LLC | Chairman (former CEO) | Chairman since 1999 | Led a leading marine transportation company; prior CEO role provides operational and financial oversight experience |
| Coca-Cola Enterprises, Inc. | Director | 2008–2016 | Large-cap public board experience; beverage sector strategy exposure |
| Coca-Cola European Partners, PLC | Director | 2016–2020 | Post-merger European beverage bottler governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingram Industries Inc. | President & CEO | Current | Oversees two divisions (Ingram Content Group and Ingram Marine Group); private company leadership |
| Vanderbilt-Ingram Cancer Center | Chair, Board of Overseers | Since 1999 | Civic leadership and oversight of major healthcare institution |
| Various Nashville civic organizations | Board roles | Various | Nashville Area Chamber of Commerce, Boys & Girls Clubs, Boy Scouts, Nashville Public Education Foundation |
Board Governance
- Independence: The board determined all nominees other than J. Jonathan Ayers and Christopher T. Holmes are independent; Mr. Ingram is independent.
- Board tenure/refreshment: Policy generally caps non-management director service at 15 years; Mr. Ingram exceeds this limit, and the Nominating & Corporate Governance Committee requested he continue service due to his unique knowledge and experience as the longest-serving independent member.
- Executive sessions and oversight: Independent chair leads regular executive sessions; non-management directors met 5 times separately, and independent directors met once in 2024.
- Attendance: In 2024, all directors attended at least 75% of board and committee meetings on which they served; the board met seven times.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 11 | Committee chaired by Raja J. Jubran; committee includes Ingram, Johnson, Sullivan; two members designated “financial experts” (Johnson, Sullivan) |
| Compensation Committee | Member | 6 | Committee chaired by Emily J. Reynolds; members include Clark, Ingram, Jubran, Pinson |
| Audit Committee Report | Signatory | — | Report submitted by Audit Committee lists Ingram among signatories, indicating active engagement |
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer (policy) | $60,000 | Independent directors receive $60,000 annual fee |
| Committee chair fees (policy) | $15,000–$20,000 | Audit/Risk chair: $20,000; Compensation/Nominating chair: $15,000; Board chair: $62,500; bank subsidiary committee chairs: $5,000–$10,000; Ingram is not a chair |
| Fees earned or settled in shares (Ingram, 2024) | $52,569 | Director elected partial fee settlement in shares |
| Fees earned or paid in cash (Ingram, 2024) | $12,308 | Cash compensation component for 2024 service |
| Total (Ingram, 2024) | $124,882 | Sum of equity grant fair value plus fees |
Performance Compensation
- Equity grants for directors are time-based RSUs; the Company did not disclose performance metrics tied to director compensation. RSUs granted to independent directors had grant-date fair value of $60,005 per director and are scheduled to vest on April 30, 2025.
| Instrument | Grant Date | Shares/Value | Vesting | Performance Conditions |
|---|---|---|---|---|
| RSUs (Ingram) | 2024 director grant | $60,005 | Scheduled to vest April 30, 2025 | None disclosed; director RSUs are time-based, not performance-based |
The Compensation Committee retains discretion broadly within executive compensation programs; however, director awards are described as time-based. No director options or PSUs are disclosed.
Other Directorships & Interlocks
| Company | Public/Private | Role | Years |
|---|---|---|---|
| Coca-Cola Enterprises, Inc. | Public (former Nasdaq: CCE) | Director | 2008–2016 |
| Coca-Cola European Partners, PLC | Public | Director | 2016–2020 |
- Interlocks/conflicts: The proxy does not disclose related-party transactions involving Mr. Ingram. The Company maintained non-exclusive aircraft lease agreements with certain directors in 2024 (Company recognized $50,430 of income), but individual directors are not identified. FirstBank also leased office space from entities owned by Jon and James W. Ayers. These arrangements are reviewed under the Related Person Transaction Policy and Regulation O.
Expertise & Qualifications
- Leadership and operating experience: CEO of Ingram Industries and former CEO/Chair of Ingram Barge Company; brings business acumen and financial oversight skills.
- Industry/civic knowledge: Extensive engagement in Tennessee/Nashville civic institutions enhances local market insight.
- Audit committee composition note: While active on the Audit Committee, the proxy names Johnson and Sullivan as the committee’s “financial experts,” not Ingram.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Shares Outstanding (Base) | Notes |
|---|---|---|---|---|
| Orrin H. Ingram | 90,857 | <1% (individual line item) | 46,689,911 (as of Mar 3, 2025) | Percent thresholds shown by Company; no pledge footnote for Ingram |
| Director Ownership Guideline | — | — | — | Non-employee directors must hold Company stock equal to 4x annual cash retainer; guideline applies within 5 years of appointment; unvested performance awards excluded; hedging prohibited; pledging discouraged and not counted toward compliance |
- Section 16(a) compliance: The Company disclosed late filings related to tax withholdings for certain executives in 2024; Mr. Ingram was not named among exceptions.
Governance Assessment
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Strengths
- Independent director since 2006 with deep operating experience; active on both Audit and Compensation Committees; signed the Audit Committee Report, indicating engagement.
- Director compensation balanced between cash and equity; equity aligns interests via time-based RSUs; stock ownership guideline of 4x retainer supports alignment.
- Compensation oversight supported by independent consultant FW Cook, with no conflicts identified.
- Robust clawback policy for executives and explicit hedging prohibition; pledging discouraged and excluded from ownership guideline calculations.
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Risks and potential red flags
- Tenure exceeds the board’s 15-year guideline; while the board documented rationale to retain Mr. Ingram for continuity and expertise, long tenure can raise refreshment and independence optics concerns for some investors.
- Related-party exposure exists at board level (aircraft lease agreements with certain directors), although identities are not disclosed and transactions are reviewed under policy; heightened vigilance warranted.
- The Company permits pledging (discouraged) under its insider trading policy; although no pledged shares are disclosed for Mr. Ingram, the policy design may be viewed unfavorably by some governance investors.
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Attendance and engagement signals
- Board recorded seven meetings in 2024; all directors met the ≥75% attendance threshold; the board maintains regular independent executive sessions led by an independent chair.
-
Broader governance context
- Supermajority voting elimination proposed by the board (charter/bylaw amendments), signaling responsiveness to evolving governance practices and investor feedback.
Summary implication
Mr. Ingram’s multi-decade operating background and active committee work bolster board effectiveness. The principal governance optic is his tenure beyond stated policy—mitigated by explicit board rationale—but investors may seek continued refreshment alongside rigorous related-party controls given disclosed director-level aircraft leases. Equity alignment appears adequate for directors through RSUs and ownership guidelines; no performance-linked director pay is disclosed, consistent with best practice.