Raja J. Jubran
About Raja J. Jubran
Independent director of FB Financial Corporation (FBK) since 2019; age 67. Founder and CEO of Denark Construction (est. 1985) with multi-state operations; extensive private investment and operating company experience (Strategic Acquisitions Group LLC; Capstone Concepts LLC—First Watch restaurant operator). Prior banking experience as director and Loan Committee Chair at Clayton Bank & Trust prior to its acquisition by FirstBank in 2017, and governance experience as Vice Chair of the University of Tennessee Board of Trustees. Current board roles include Audit Committee Chair and member of Compensation Committee and FirstBank Credit Risk Committee, indicating deep oversight involvement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denark Construction, Inc. | Founder and Chief Executive Officer | 1985–present | Leads complex construction projects; backlog ~$125M avg annually |
| Strategic Acquisitions Group LLC | Principal/Investor | Not disclosed | >1.5M sq ft commercial leases; multiple operating businesses |
| Capstone Concepts LLC | Multi-restaurant operator (First Watch) | Not disclosed | ~$24M gross income; 10 restaurants in East Tennessee |
| Clayton Bank & Trust, Inc. | Director; Chair of Loan Committee; member Executive & Trust Committees | 2002–2017 | Oversight of lending, exec, trust functions prior to FirstBank acquisition |
| University of Tennessee Board of Trustees | Vice Chairman; Chair of Executive & Compensation Committee | Completed full term in 2018 | Governance reforms: revised model, enhanced revenue/costs, reduced fees, increased reserves/accountability; supported Tennessee FOCUS Act |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clayton Family Foundation | Member | Not disclosed | Philanthropy/community leadership |
| Knoxville Symphony Orchestra | Member | Not disclosed | Civic service |
| Tennessee Business Leaders Council | Member | Not disclosed | Business policy engagement |
| Past: Knoxville Area Chamber; Leadership Knoxville; Knoxville’s Community Development Corporation; Knoxville Opera Company | Chair/Board roles | Various | Regional civic leadership |
| Past: Regional Board of BB&T; YMCA of Knoxville; United Way of Greater Knoxville; Knoxville Museum of Art | Board roles | Various | Community service |
Board Governance
- Committee assignments: Audit Committee Chair (FB Financial); Compensation Committee member (FB Financial); Credit Risk Committee member (FirstBank). Audit Committee met 11 times in 2024; Compensation 6; Credit Risk 9.
- Independence: Board determined all nominees except J. Jonathan Ayers and CEO Christopher T. Holmes are independent; Jubran is independent.
- Attendance: Board held 7 meetings in 2024; all directors attended at least 75% of board and committee meetings they served; 10 of 12 attended the 2024 annual meeting.
- Executive sessions: Non-management directors met separately five times; independent directors met once; independent Chair presided.
- Governance environment: Prior shareholder designation rights held by James W. Ayers terminated automatically upon his passing on April 1, 2025.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (policy) | $60,000 | Non-Employee Director Compensation Policy |
| Committee chair fees (policy) | $20,000 (Audit), $15,000 (Compensation/Nominating), $62,500 (Board Chair) | Add-ons to cash retainer |
| Bank committee chair fees (policy) | $5,000–$10,000 | FirstBank committees |
| Equity grant (RSUs) | $60,005 | Grant date fair value; scheduled to vest April 30, 2025 |
| Raja J. Jubran—Fees paid in cash | $57,112 | Includes Company and FirstBank board service and dividend-equivalent settlements |
| Raja J. Jubran—Stock awards | $60,005 | RSU under director policy |
| Raja J. Jubran—Total | $117,117 | Sum of cash and stock awards |
Performance Compensation
| Metric | Applies to Non-Employee Directors? | Detail |
|---|---|---|
| Performance-based equity (PSUs) | No | Director equity is RSUs with time-based vesting; no performance metrics disclosed for directors |
| Annual cash bonus tied to performance | No | Director compensation structured as retainers, chair/membership fees, and RSUs |
Other Directorships & Interlocks
- Public company boards: None disclosed for Jubran; prior banking board at Clayton Bank & Trust (acquired by FirstBank in 2017).
- Shared interlocks: Member of FirstBank Credit Risk Committee alongside CEO Holmes and Director Cross; cross-overs within bank subsidiary governance typical for bank holding companies.
Expertise & Qualifications
- Audit oversight: Serves as Audit Committee Chair overseeing internal control framework, internal audit, external auditors, and financial reporting; all Audit Committee members are independent; board designated Johnson and Sullivan as audit committee financial experts.
- Compensation oversight: Member of Compensation Committee setting pay philosophy, approving CEO/NEO pay, and administering equity plans; independent consultant FW Cook engaged; no conflicts identified.
- Industry and operating acumen: CEO of a construction firm executing complex projects; prior bank board and loan committee leadership; extensive civic and institutional governance experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Raja J. Jubran | 47,287 | <1% | Based on 46,689,911 shares outstanding as of March 1, 2025; individual holders marked “less than 1%” |
| Ownership guidelines (directors) | 4× annual cash retainer | — | Unvested performance-based awards excluded; pledged securities not counted |
| Hedging/Pledging | Hedging prohibited; pledging discouraged | — | Pledged shares do not count toward guidelines |
Governance Assessment
- Strengths: Independent Audit Chair with active oversight; broad operating and prior banking governance experience; committee participation (Compensation, Credit Risk) indicates strong engagement; company-wide clawback policy and robust related-party review framework mitigate compensation/governance risks.
- Alignment: Receives standard director cash retainer plus time-based RSUs (~$60k), consistent with peer governance practices; stock ownership guidelines require meaningful director holdings (4× retainer).
- Independence & attendance: Affirmatively independent; 2024 attendance at least 75% across board/committees for all directors; regular executive sessions under independent Chair.
- Related-party exposure: Bank made loans to directors/officers in the ordinary course on market terms; aircraft leasing with certain directors via FBK Aviation LLC ($50,430 income in 2024); real estate leases with Ayers-affiliated entities ($411,191). No specific related-party transactions disclosed involving Jubran; Audit Committee reviews and must approve any related-person transactions >$120,000 under stringent arm’s-length criteria.
- Policies: Hedging prohibited; pledging discouraged; stock ownership guidelines in place; independent compensation consultant retained with no conflicts; evaluation for excessive risk in comp programs found no material adverse risk.
- RED FLAGS: None explicitly disclosed for Jubran. Monitoring advisable given his substantial private operating businesses (construction, real estate, restaurants) and his service on the FirstBank Credit Risk Committee; rely on Related Person Transaction Policy and Audit Committee review to mitigate potential conflicts if transactions arise.