R. Wade Peery
About R. Wade Peery
R. Wade Peery, age 61, is FB Financial Corporation’s Chief Innovations Officer (SVP) overseeing information technology and technology deployment; he has 30+ years in banking, joined FirstBank in 2012, and has served as Chief Innovations Officer since 2022 . Company performance in 2024 included adjusted EPS growth of 13.0%, pretax pre-provision net revenue growth of 20.0%, adjusted net income growth of 12.9%, and a one-year total shareholder return of 31.4% (97th percentile vs peers) . His 2024 MBOs focused on the Manufactured Housing division, technology roadmap integration with customer experience, and developing the company’s AI strategy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FirstBank | Director of Treasury Management | 2012–2014 | Built and led treasury management; foundation for enterprise operations |
| FirstBank | Director of Operations & Technology | 2014–2018 | Scaled operations and IT; aligned technology with business model |
| FirstBank | Chief Administrative Officer | 2018–2022 | Oversaw broad administrative functions; enabled growth and efficiency |
| FirstBank | Chief Innovations Officer (SVP) | 2022–Present | Leads IT and innovation strategy; tech deployment aligned to business goals |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Privately held entity (Company investment; manufactured housing lending partner) | Board member | Current | Company holds $19,970,141 equity; has right to appoint two directors (including Peery); supports manufactured housing loan purchases up to $250,000,000 over five years; $58,171,185 purchased in 2024; $86,890,403 HFI amortized cost at 12/31/2024 |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $320,000 | $318,693 | $333,899 |
| All Other Compensation ($) | $21,570 | $15,900 | $19,114 |
| 401(k) Match ($) | — | — | $10,350 |
| Disability Insurance Premiums ($) | — | — | $3,635 |
| Other Personal Benefits ($) | — | — | $5,129 |
Performance Compensation
Annual Cash Incentive (STIP) Structure and Outcome
| Component | Weighting | 2024 Target | 2024 Actual | Payout Factor | Notes |
|---|---|---|---|---|---|
| Adjusted EPS (non-GAAP) | 50% | $2.90–$3.01 = 100%; $3.61 = 200%; $2.56 = 50%; ≤$2.55 = 0% | $3.40 | 165% | Interpolated vs targets |
| MBOs (individual goals) | 50% | 100% baseline | 120% | 120% | AI strategy, tech roadmap, manufactured housing initiative |
| Total STIP Payout | — | $285,413 target | — | 142.5% of target | Paid March 2025 |
| STIP Paid ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Non-Equity Incentive Compensation | $255,000 | $185,543 | $406,714 |
Long-Term Incentives (LTI) – 2024 Grants
| Award Type | Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs | Feb 23, 2024 | 4,585 | $163,226 | Time-based; 3 equal annual installments starting Apr 1, 2025 | N/A |
| PSUs | Feb 23, 2024 | 6,877 target; 13,754 max | $244,821 | 3-year performance period (2024–2026); settle Q1 2027 | Core ROATCE vs peers and Adjusted TBV |
| PSU Metric | Threshold | Target | Maximum | PSU Multiple |
|---|---|---|---|---|
| Core ROATCE (percentile rank) | >25th | >50th | >75th | 25% / 100% / 200% |
| Adjusted TBV (cumulative; $/share) | $35.94 | $37.97 | $40.08 | 25% / 100% / 200% |
| Prior PSU Outcome (2022–2024 performance) | Vesting Multiple |
|---|---|
| Certified average Core ROATCE 13.1%, 48.7th percentile | 96.1% of target (vested in Feb 2025) |
Mix of Equity
- 2024 LTI mix for NEOs: 60% PSUs, 40% RSUs .
- No stock options or repricing; clawback policy applies to incentive compensation .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial Shares Owned | 47,932 | As of March 1, 2025 |
| Ownership as % of Shares Outstanding | ~0.103% | 47,932 shares / 46,689,911 shares outstanding |
| Unvested RSUs (Dec 31, 2024) | 36,692; $1,890,005 MV | Market value computed at $51.51 close on 12/31/2024 |
| Unvested PSUs (Dec 31, 2024) | 9,577; $986,623 MV | Shown at target; $51.51 close |
| 2024 Stock Vested | 9,619 shares; $357,963 | Value realized upon vesting |
| Upcoming RSU Vesting Schedule | 6,000 (Jan 4, 2025 & 2026); 900 (Apr 1, 2025); 6,861 (Apr 1, 2025 & 2026); 4,585 (Apr 1, 2025–2027) | Time-based |
| Upcoming PSU Vesting | 2,700 (Q1 2025); 6,877 (Q1 2027) | Performance-based |
| Stock Ownership Guidelines | 3x base salary for executive officers | Unvested PSUs excluded from compliance |
| Hedging/Pledging | Hedging prohibited; pledging discouraged and excluded from guidelines | No pledging disclosed for Peery (Holmes has pledged shares) |
| Guideline Comparison (indicative) | Beneficial shares value ≈ $2.47m vs guideline ≈ $1.00m | 47,932 × $51.51 ≈ $2.47m ; 3 × $333,899 ≈ $1.00m |
Note: Section 16(a) filing footnote notes a late Form 4 for a tax withholding transaction related to RSU vesting for Mr. Peery .
Employment Terms
- Agreement term: 3 years; auto-renews annually; compensation reviewed annually (salary, STIP, LTI) .
- Severance (without cause or resignation for good reason): 2× base salary + the greater of target annual bonus or average of last 3 annual bonuses; plus option to continue health plan participation for 18 months .
- Change-in-control (termination within 12 months): 2.5× base salary + the greater of target annual bonus or 3-year average bonus; plus 18 months health plan continuation; double-trigger vesting required .
- Equity treatment: Time-based awards fully vest on qualifying termination; PSUs vest pro rata based on actual performance unless CoC termination, in which case PSUs vest at greater of target or actual performance as of termination .
- Restrictive covenants: confidentiality, non-compete, and non-solicitation apply during employment and for 1 year post-termination .
- Clawback: Recovery of excess incentive compensation for the prior 3 years upon a required financial restatement .
- No tax gross-ups; payments subject to potential cutback to avoid excise tax under Section 4999 .
Compensation Structure Analysis
- Year-over-year mix: 2024 pay increased with higher variable STIP ($406,714 vs $185,543 in 2023) and higher stock awards ($408,047 vs $382,516 in 2023) alongside modest base salary increase (~5%) .
- Shift in LTI risk: Peery did not receive a PSU grant in 2023 (RSU-only in 2023), but resumed a PSU+RSU mix in 2024; overall LTI for NEOs emphasizes PSUs (60%) tied to ROATCE relative performance and cumulative TBV creation .
- Governance protections: Double-trigger CoC vesting; clawbacks; hedging prohibited; pledging discouraged and excluded from guideline compliance; no option repricing; no tax gross-ups .
Investment Implications
- Alignment: High equity exposure with substantial unvested RSUs and PSUs and explicit stock ownership guidelines tie compensation to shareholder outcomes; 2024 PSU framework directly links payout to ROATCE rank and TBV growth .
- Retention: Upcoming RSU tranches across 2025–2027 and 2024 PSUs settling in Q1 2027 suggest strong retention incentives; change-in-control package at 2.5× salary+bonus provides moderate protection without gross-ups .
- Performance linkage: 2024 STIP payout at 142.5% reflects above-target performance on EPS and solid MBO execution (AI strategy, tech/customer experience roadmap, manufactured housing initiatives), consistent with company’s strong 2024 TSR and earnings trends .
- Trading signals: RSU vesting and related tax withholdings can create periodic insider Form 4 activity; one late tax withholding filing was noted for 2024 (administrative) .
- Governance/related party: Board role at the privately held partner tied to manufactured housing lending is disclosed alongside arms-length economics; continued oversight is warranted given size ($19.97m equity; $86.89m loan HFI) .