William F. Carpenter III

About William F. Carpenter III

William (Bill) F. Carpenter III, age 70, is FB Financial’s independent Chair of the Board (since 2022) and has served as a director since January 2020; as Chair, he participates in all committees ex officio . He is a seasoned healthcare executive, former CEO (2006–2018) and Chairman (2010–2018) of LifePoint Health (formerly Nasdaq: LPNT), remaining on its board until 2020, and previously a partner at Waller Lansden Dortch & Davis, LLP focusing on corporate finance, M&A, and healthcare regulatory matters . Recognitions include Modern Healthcare’s “100 Most Influential People in Healthcare” multiple times and the Nashville Business Journal’s 2019 Lifetime Achievement Award; current civic roles include Chair of Montgomery Bell Academy’s board of trustees and advisory board member of Voices for a Safer Tennessee .

Past Roles

External Roles

Board Governance

• Role and independence: Carpenter is the independent Chair; FBK separates Chair and CEO to enhance independent oversight and allow the CEO to focus on operations . The board affirmed that all nominees except J. Jonathan Ayers and CEO Christopher T. Holmes are independent, which includes Carpenter .
• Committees and meeting cadence: As Chair, Carpenter participates ex officio in all committees; in 2024 the board met 7 times, each director attended at least 75% of board and relevant committee meetings; non-management directors met separately 5 times, and independent directors met once, led by the independent Chair .
• Standing committees (FBK and bank subsidiary) and 2024 meeting counts: Audit (11), Compensation (6), Nominating & Corporate Governance (4), Risk (4); FirstBank Credit Risk (9), Innovations (10), Trust (4) .
• Shareholder agreement context: Historical director designation rights held by major shareholder James W. Ayers ended automatically upon his passing on April 1, 2025, removing an overhang on board composition and committee designees .

Committee snapshot (current chairs; Carpenter ex officio in all)

Fixed Compensation

Director compensation policy (non-employee):

• Annual cash retainer $60,000; RSU award ≈ $60,000; Board Chair receives an additional $62,500; Audit and Risk Committee Chairs $20,000; Compensation and Nominating & Corporate Governance Chairs $15,000; bank subsidiary committee chairs $5,000–$10,000 .

Performance Compensation

• No performance-based director pay disclosed; RSUs for directors are time-based and scheduled to vest on April 30, 2025; no options or PSUs for directors were disclosed in 2024 .
• Company-wide incentive frameworks (for executives) feature non-GAAP Adjusted EPS, Core ROATCE, and Adjusted TBV metrics; clawback policy applies to incentive-based compensation of executive officers, not directors .

Other Directorships & Interlocks

• No current public company directorships disclosed beyond FBK. Broad healthcare associations and local civic boards increase network reach but no specific commercial interlocks with FBK’s core counterparties were disclosed for Carpenter .

Expertise & Qualifications

• Healthcare leadership: Former CEO/Chairman of a major hospital operator; repeatedly named among Modern Healthcare’s “100 Most Influential” .
• Legal and governance: Former law firm partner in corporate finance/M&A/regulatory; extensive board leadership roles .
• Regional ecosystem influence: Leadership across Nashville healthcare and civic organizations; current educational governance role .

Equity Ownership

• Stock ownership guidelines: Non-employee directors must hold 4× annual cash retainer (i.e., 4× $60,000) in Company stock within five years of appointment; unvested PSUs are excluded; pledged shares don’t count toward compliance . Hedging is prohibited; pledging is discouraged .
• Compliance status: Not disclosed at the individual director level.

Governance Assessment

• Board effectiveness: Independent Chair and separated Chair/CEO structure strengthen oversight; regular executive sessions led by Carpenter support robust independent deliberation .
• Independence and attendance: Carpenter is classified independent; all directors met at least the 75% attendance threshold in 2024—solid engagement baseline .
• Pay mix and alignment: Director pay balanced between cash and equity; Carpenter chose to settle most fees in shares, increasing ownership alignment; annual RSU grants with near-term vesting provide modest retention but limited performance linkage for directors .
• Ownership and policy safeguards: Clear ownership guidelines, hedging prohibition, and pledging discouragement mitigate misalignment risk; clawback applies to executive incentives, not director awards .
• Shareholder sentiment: 2025 Say-on-Pay passed with strong support (39.08M for; 0.67M against; 0.08M abstain; 3.29M non-votes), suggesting investor confidence in compensation governance; director slate including Carpenter was elected with significant support .
• Related-party oversight: Company reports ordinary-course loans to directors under Regulation O standards; aircraft lease income from certain directors ($50,430) and office leases with entities of Jon/James Ayers ($411,191) were disclosed—no Carpenter-specific related-party transactions identified; Audit Committee reviews and approves related person transactions under a formal policy .

RED FLAGS and mitigants:

• Potential conflicts via director-related aircraft leases exist at some board members, but immaterial size and policy oversight reduce risk; no direct link to Carpenter disclosed .
• Historical major-shareholder designation rights ended in April 2025, reducing structural influence and improving governance optics going forward .
• Pledging discouraged and excluded from ownership guideline compliance—policy mitigates collateralization risk; hedging prohibited .