Scott J. Tansil
About Scott J. Tansil
Scott J. Tansil is Chief Operations Officer (COO) of FB Financial/FirstBank, serving as an executive officer since 2023. He oversees commercial and consumer lending operations, deposit operations, the contact center, treasury management operations, information technology and data management, and the bank’s mortgage and specialty lending segments . He was 55 years old as of March 28, 2025 . Prior to FirstBank, he held executive roles for 25+ years in the private and public sectors, most recently as Executive Vice President – Head of Mortgage/Capital Markets at Citizens Financial Group, Inc. .
Company performance context during his tenure (2024): Adjusted EPS +13.0% YoY, Pretax Pre-Provision Net Revenue +20.0% YoY, Adjusted Net Income +12.9% YoY, and 1-year TSR of 31.4% (97th percentile vs 2024 peer group) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FB Financial/FirstBank | Chief Operations Officer | 2023–present | Leads core bank operations including lending, deposits, contact center, treasury operations, IT/data, and mortgage/specialty lending, aligning operations with growth and performance objectives . |
| Citizens Financial Group, Inc. | EVP – Head of Mortgage/Capital Markets | Not disclosed | Senior leadership in mortgage and capital markets; experience aligned to FirstBank’s mortgage and specialty lending segments . |
External Roles
- None disclosed for Mr. Tansil in the company’s proxy disclosures .
Fixed Compensation
| Component | Detail | Value/Terms |
|---|---|---|
| Base Salary | Employment Agreement (effective May 1, 2024) | $350,000 per year . |
| Target Annual Bonus (STIP) | “Initial base value” of Target Annual Bonus; subject to annual goals by Compensation Committee; max payout = 200% of target | $210,000 target; 200% max . |
| Long‑Term Incentive (LTI) opportunity | Participates on same basis as peer executives; “initial base value” of long‑term incentive award; subject to plan terms | $250,000 baseline LTI value . |
| Benefits/perquisites | Standard executive benefits (retirement, welfare plans), reimbursement of reasonable business expenses, supplemental LTD coverage to 60% of base salary | Plan participation and LTD coverage terms as stated . |
Performance Compensation
Annual Cash Incentive (STIP) – Plan Design and 2024 Context
| Plan | Metric(s) | Target/Range | 2024 Company Outcome | Notes |
|---|---|---|---|---|
| STIP (executives) | Adjusted EPS (primary), plus Management By Objectives (MBOs) | Payout range: 0–200% of target; threshold at ≤$2.55 = 0%; 50% at $2.56; 100% at $2.90–$3.01; 200% at $3.61 | 2024 Adjusted EPS achieved: $3.40 (used by Committee for NEO payouts) | For 2024, company emphasized Adjusted EPS as primary STIP metric and MBOs determined by Committee; Mr. Tansil’s specific weighting/payout not disclosed . |
| Target for Tansil | Cash bonus target | $210,000 target; 200% maximum | Not disclosed | Target set by employment agreement; actual payout amounts for Tansil are not disclosed . |
Long‑Term Equity Incentives (LTI)
| Award type | Vesting/Performance | Performance Metrics | Payout Range | Notes |
|---|---|---|---|---|
| RSUs | Time-based; generally vest in three approximately equal annual installments beginning on the first day of the quarter following the grant anniversary | N/A (service-based) | N/A | RSUs align retention and shareholder outcomes; dividends accrue but are paid only upon vesting . |
| PSUs | Three-year performance period; settle after Committee determines results | Core ROATCE relative to peer banks (2022/2023 grants) and Core ROATCE + Adjusted TBV for 2024 grants | 0–200% of target | FBK discloses PSU framework for executives; Tansil participates in LTI plan on peer basis; specific grants for Tansil not itemized in proxy . |
Equity Ownership & Alignment
| Policy/Item | Details |
|---|---|
| Stock Ownership Guidelines | Executives must hold FBK stock equal to 3× base salary; guideline effective within five years of appointment; unvested performance-based awards excluded from compliance measurement . |
| Hedging/Pledging | Hedging/monetization transactions are prohibited; pledging is discouraged and pledged shares do not count toward ownership guideline compliance . |
| Clawback | Compensation Recovery Policy requires recovery of excess incentive-based compensation for the three completed years preceding any required restatement; Committee determines the recoverable amount . |
Note: The 2025 proxy’s beneficial ownership table lists named executive officers and directors; Mr. Tansil is not individually itemized, so his share count and % ownership are not disclosed in that table .
Employment Terms
| Term/Provision | Summary |
|---|---|
| Agreement/Term | Employment Agreement effective May 1, 2024; initial 3-year term with automatic one-year renewals unless notice given ≥90 days before expiration . |
| Severance (Non‑CIC) | If terminated without Cause or resigns for Good Reason: lump-sum accrued salary; prorated STIP based on achievement; severance = 2.0× (Base Salary + greater of Target Annual Bonus or 3-year average bonus), paid over 24 months; up to 18 months COBRA cash payments; time‑based equity vests fully; PSUs vest pro‑rata based on performance and time served; subject to release and restrictive covenants . |
| Severance (Change in Control) | If terminated without Cause or resigns for Good Reason within 12 months following a CIC: lump-sum accrued salary; prorated STIP; 2.5× (Base Salary + greater of Target Annual Bonus or 3-year average bonus) in a lump sum; up to 18 months COBRA cash payments; time‑based equity vests fully; PSUs vest at greater of target or actual performance to date; subject to release and restrictive covenants . |
| Non‑compete/Non‑solicit | 12‑month non‑compete in a 50‑mile radius from Nashville HQ; non‑solicit of customers and employees during the Restricted Period; confidentiality, IP, and return-of-materials obligations . |
| 280G/Excise Tax | 280G “cut‑back” to avoid excise taxes if doing so yields a better net after‑tax outcome; no tax gross‑up ; the proxy also notes no tax gross‑ups in plans . |
| Arbitration/Indemnification | Binding arbitration provision; indemnification to the fullest extent provided to other officers and D&O insurance coverage where applicable . |
| Release/Clawback | Severance contingent on executing a release; compensation subject to clawback policy . |
Compensation Structure Analysis
- Increased at‑risk pay: Tansil’s structure emphasizes variable pay via STIP and LTI (target bonus $210k, LTI baseline $250k) versus a $350k base salary, aligning incentives with performance .
- Performance linkage: Company uses Adjusted EPS and MBOs for short-term incentives and multi-year Core ROATCE/Adjusted TBV for PSUs, with a 0–200% payout curve, signaling pay-for-performance discipline .
- Governance safeguards: Double‑trigger CIC equity vesting, strong clawback, 3× salary ownership guidelines, hedging prohibition, and pledging discouraged (not counted) mitigate misalignment and excessive risk-taking .
Performance Compensation (Detailed Table)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EPS (non‑GAAP) – STIP | Not disclosed for Tansil | 100% payout at $2.90–$3.01; 200% at $3.61; 0% at ≤$2.55 | 2024 Adjusted EPS: $3.40 (used in NEO payouts) | Not disclosed for Tansil | Annual cash (paid following year) . |
| MBOs – STIP | Not disclosed for Tansil | Committee‑set goals annually | Assessed by Committee (CEO input for executives) | Not disclosed for Tansil | Annual cash . |
| PSUs – LTI | Company plan | 3‑year targets in Core ROATCE (relative) and Adjusted TBV (for 2024 grants) | Committee determines after performance period | 0–200% of target | Vest/settle after 3 years . |
| RSUs – LTI | Company plan | N/A | Service-based | N/A | Vest in 3 approx. equal installments starting first day of quarter after grant anniversary . |
Note: Weightings and actual payouts are disclosed for NEOs; Tansil’s specific 2024 weightings/payouts are not disclosed .
Vesting Schedules and Potential Selling Pressure
- RSUs: Generally vest in three approximately equal annual tranches beginning on the first day of the quarter following the grant anniversary; dividend equivalents accrue and pay at vest. This can create predictable vesting events and potential liquidity for insiders around those dates .
- PSUs: Vest after three years based on performance, with 0–200% payout range; settlement occurs after Committee certification in Q1 following the performance period end (as described for PSU grants) .
Note: Specific award counts and vesting dates for Mr. Tansil are not itemized in the proxy; therefore, precise vesting volumes and any related selling cannot be quantified here .
Risk Indicators & Red Flags
- Hedging/pledging: Hedging is prohibited; pledging discouraged and excluded from ownership guideline compliance, reducing alignment risk from collateralized holdings .
- No tax gross‑ups: FBK states no tax gross‑ups in compensation plans, and Tansil’s agreement includes a 280G cut‑back (not a gross‑up) .
- Clawback: Robust recovery policy for excess incentive compensation after restatements enhances accountability .
Equity Ownership & Alignment (Summary Table)
| Item | Disclosure |
|---|---|
| Ownership guideline | 3× base salary for executive officers . |
| Hedging | Prohibited . |
| Pledging | Discouraged; pledged shares do not count toward guidelines . |
| Clawback | Recovery of excess incentive-based compensation upon restatement (3-year lookback) . |
| Individual ownership | Not individually disclosed for Mr. Tansil in 2025 proxy table . |
Employment Terms (Economics Snapshot)
| Scenario | Cash Severance | Bonus Treatment | Equity Treatment | Health Benefits | Covenants |
|---|---|---|---|---|---|
| Termination w/o Cause or Good Reason (non‑CIC) | 2.0× (Base Salary + greater of Target or 3‑yr avg bonus), paid over 24 months | Prorated based on achievement | Time-based RSUs vest; PSUs vest pro‑rata based on achieved performance and time served | Up to 18 months COBRA cash payments | 12‑month non‑compete (50‑mile radius), non‑solicit, confidentiality, IP . |
| CIC + termination w/o Cause or Good Reason (within 12 months) | 2.5× (Base Salary + greater of Target or 3‑yr avg bonus), lump sum | Prorated | RSUs fully vest; PSUs vest at greater of target or actual‑to‑date | Up to 18 months COBRA cash payments | Same . |
Investment Implications
- Pay-for-performance alignment: A relatively modest base salary ($350k) with significant variable compensation (STIP $210k target; baseline LTI $250k) ties compensation to both annual profitability (Adjusted EPS + MBOs) and multi-year value creation (Core ROATCE and Adjusted TBV), supporting shareholder alignment .
- Retention vs. portability: A 12‑month non‑compete/non‑solicit and meaningful severance (2.0× non‑CIC; 2.5× CIC) balance retention incentives with protection in strategic transitions; double‑trigger equity acceleration under CIC reduces entrenchment risk while preserving continuity incentives .
- Trading signals: RSU tranches typically vest on predictable annual schedules (quarter following grant anniversary), creating potential windows of insider liquidity; PSUs cliff‑vest on performance certification after three years, which can cluster settlement activity in Q1 following performance periods .
- Governance strength: No tax gross‑ups, robust clawback, hedging ban, discouraged pledging (excluded from ownership compliance), and stock ownership guidelines (3× salary) indicate strong governance and alignment practices that may reduce agency risk .