R. Milton Johnson
About R. Milton Johnson
R. Milton Johnson (age 68) is an independent director of FB Financial Corporation (FBK), appointed effective March 1, 2024. He is the former Chairman and CEO of HCA Healthcare, where he served for 36 years in roles spanning tax, controller, CFO, President, CEO and Chairman; he previously worked as a CPA at Ernst & Young. Johnson is a Belmont University graduate and currently chairs Belmont’s Board of Trustees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HCA Healthcare | Chairman & CEO; President; EVP & CFO; SVP & Controller; Head of Tax | 36 years | Led large-scale operations; extensive financial leadership and governance experience |
| Ernst & Young | Certified Public Accountant | Not disclosed | Foundational accounting experience |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| United Way of Metropolitan Nashville | Board Member | Non-profit | Community leadership |
| The Community Foundation of Middle Tennessee | Board Member | Non-profit | Community leadership |
| Belmont University | Chair, Board of Trustees | Academic | Higher-education governance |
| Center for Medical Interoperability | Board Member | Non-profit/industry | Health IT standards emphasis |
| Siloam Health | Board Member | Non-profit | Community health |
| Johns Hopkins Medicine | Board Member | Academic medical | Healthcare governance |
| HCA Healthcare | Director (prior) | Public company | Board service began in 2009; retired as CEO/Chair |
Board Governance
- Independence: The Board affirmed that all nominees except Ayers and Holmes are independent; Johnson is independent .
- Board leadership: Independent Chair; regular executive sessions of non-management directors and separate sessions for independent directors .
- Attendance: In 2024, all directors attended at least 75% of board and applicable committee meetings; the Board met seven times .
- Committee memberships (FBK Board): Audit Committee (member; designated audit committee financial expert) and Risk Committee (member) .
- Committee activity levels in 2024: Audit 11 meetings; Risk 4 meetings .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member; designated “audit committee financial expert” | 11 |
| Risk | Member | 4 |
Fixed Compensation
| Component | Details | Amount (USD) | Timing/Vesting |
|---|---|---|---|
| Annual cash fees | Non-employee director annual retainer (pro-rated for 2024 service starting Mar 1, 2024) | $30,000 | 2024 |
| Annual RSU grant | Non-employee director RSUs (policy value ~$60,000) | $60,005 | Vests April 30, 2025 |
| Total 2024 director compensation | Cash + RSUs | $90,005 | 2024 |
Policy context (non-employee directors): $60,000 cash retainer and RSU award valued at ~$60,000 annually; additional chair fees: Audit ($20,000), Risk ($20,000), Compensation ($15,000), Nominating ($15,000), Board Chair ($62,500), bank subsidiary committee chairs ($5,000–$10,000). Johnson was not a chair in 2024 .
Performance Compensation
- No performance-based equity (e.g., PSUs) or STIP metrics apply to non-employee directors; director RSUs are time-based only .
- Clawback policy applies to incentive-based compensation for executives (not typically relevant to directors), and hedging is prohibited; pledging discouraged and excluded from guideline compliance .
Other Directorships & Interlocks
| Entity | Public/Private | Role | Interlock Notes |
|---|---|---|---|
| HCA Healthcare | Public | Prior Director; former Chairman & CEO | Health system leadership experience |
| Nashville Health Care Council | Non-profit/industry | Johnson served as Chairman; Carpenter also has served in leadership roles | Shared network with FBK Chair William F. Carpenter III (industry ties) |
Expertise & Qualifications
- Audit committee financial expert (SEC definition) designation by the Board .
- Deep accounting and finance background (CPA; former CFO), large-scale operational leadership (CEO/Chair), and risk oversight experience relevant to Audit and Risk committees .
- Community and academic governance credentials through multiple board roles .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| R. Milton Johnson | 1,607 | 0.0034% (1,607 / 46,689,911) | Less than 1%; total shares outstanding at 3/1/2025 were 46,689,911 |
| Stock Ownership Guidelines (Directors) | N/A | N/A | Directors must hold 4x annual cash retainer; unvested performance awards excluded from compliance; time to comply: five years from appointment |
| Hedging/Pledging | N/A | N/A | Hedging prohibited; pledging discouraged and not counted toward guideline compliance |
Governance Assessment
- Strengths: Independent director; serves on Audit and Risk committees; designated audit committee financial expert; Board maintains robust executive sessions and risk oversight; directors met minimum attendance thresholds .
- Alignment: Director compensation is modest and balanced (cash + time-based RSUs), consistent with market; stock ownership guidelines require meaningful holdings over five years to align incentives .
- Network: Healthcare industry leadership and civic boards broaden strategic perspectives; interlocks with FBK’s Chair via Nashville Health Care Council enhance information flow but are non-transactional .
- Watch items: Personal ownership is very small by percentage, common for newer appointees (monitor guideline compliance over five-year window); company discloses ordinary-course loans to insiders and certain aircraft leases with unnamed directors—no Johnson-specific related-party transactions identified .
- Policy safeguards: Hedging prohibited; pledging discouraged and excluded from ownership guideline calculations; independent comp consultant engaged; annual risk review of compensation programs .