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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Renasant Corporation | NASDAQ:RNST | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 26.06 | 25.51 | 26.63 | 0 | 01:00:00 |
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Filed by the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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RENASANT CORPORATION
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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TIME AND PLACE
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1:30 p.m., Central time, on Tuesday,
April 23, 2019
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ITEMS OF BUSINESS
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1. To elect one Class 1 director who will serve a two-year term expiring in 2021;
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2.
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To elect five Class 2 directors who will each serve a three-year term expiring in 2022;
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3.
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To adopt, in a non-binding advisory vote, a resolution approving the compensation of our named executive officers;
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4.
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To ratify the appointment of HORNE LLP as our independent registered public accountants for 2019; and
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5.
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To transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof.
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RECORD DATE
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You can vote if you were a shareholder of record as of the close of business on
February 22, 2019
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ANNUAL REPORT
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If you received a paper copy of the proxy statement and proxy card, our Annual Report on Form 10-K for the year ended
December 31, 2018
, which serves as our Annual Report to Shareholders but is not part of our solicitation materials, is also enclosed. Our proxy statement, proxy card and Annual Report are also accessible at http://www.envisionreports.com/RNST
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PROXY VOTING
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It is important that your shares be represented and voted at the annual meeting. You may vote your shares via a toll-free telephone number or on the internet. If you received a paper copy of the proxy statement, you may vote your shares by signing, dating and mailing the accompanying proxy card in the envelope provided. Instructions about the three methods of voting are contained in the proxy statement. Any proxy may be revoked at any time prior to its exercise at the annual meeting.
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TABLE OF CONTENTS
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Page
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PROXY SUMMARY
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1
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Voting
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1
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Completion of Our Succession Plan
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1
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2018 Financial Performance and Relationship to Compensation
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2
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS
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4
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Governing Documents and Practices
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4
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Board Governance
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5
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Board of Directors
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6
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Board Leadership Structure
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6
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Board Committees
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7
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Role of the Board in Risk Oversight
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8
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Director Selection
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10
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Director Independence
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10
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Indebtedness of Directors and Executive Officers
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11
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Other Related Person Transactions
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11
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Legal Proceedings Involving a Director or Executive Officer and the Company or the Bank
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12
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Shareholder Communications
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12
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BOARD MEMBERS AND COMPENSATION
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15
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Members of the Board of Directors
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15
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Director Compensation
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19
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EXECUTIVE OFFICERS
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22
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COMPENSATION DISCUSSION AND ANALYSIS
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24
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Say-on-Pay
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24
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Changes to Our Performance Incentives
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24
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Features and Objectives of Our 2018 Compensation Program
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25
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Risk Mitigation Practices and Compensation Committee Process
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27
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Compensation Decisions Made for 2018
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31
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COMPENSATION COMMITTEE REPORT
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35
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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35
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COMPENSATION TABLES
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36
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2018 Summary Compensation Table
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36
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Grants of Plan-Based Awards
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39
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Outstanding Equity Awards as of December 31,2018
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40
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Option Exercises and Vested Restricted Stock
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40
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Pension and SERP Benefits
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41
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Non-Qualified Deferred Compensation
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41
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CEO Pay Ratio
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42
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Payments and Rights on Termination or Change in Control
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43
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Page
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REPORT OF THE AUDIT COMMITTEE
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50
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INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
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51
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VOTING YOUR SHARES
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52
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Record Date; Shares Outstanding
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52
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Voting
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52
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Quorum
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52
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How Votes are Counted
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52
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Required Vote for Each Proposal
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53
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Shares Held by Renasant 401(k) Plan
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53
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Solicitation and Revocation of Proxies
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53
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54
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Proposal 1 - Election of One Class 1 Director
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54
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Proposal 2 - Election of Five Class 2 Directors
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54
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Proposal 3 - Advisory Vote on Executive Compensation
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55
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Proposal 4 - Ratification of the Appointment of HORNE LLP as Independent Registered Public Accountants for 2019
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55
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55
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STOCK OWNERSHIP
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56
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Common Stock Ownership Greater than 5%
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56
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Beneficial Ownership of Common Stock by Directors and Executive Officers
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56
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Section 16(a) Beneficial Ownership Reporting Compliance
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59
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60
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PROXY SUMMARY
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More Information
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Board Recommendation
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Proposal 1
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Page 54
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FOR the nominee
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Election of Class 1 Director (one nominee)
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Proposal 2
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Pages 54-55
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FOR each nominee
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Election of Class 2 Directors (five nominees)
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Proposal 3
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Page 55
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FOR
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Approval of an advisory resolution approving the compensation of our named executive officers
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Proposal 4
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Page 55
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FOR
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Ratification of the appointment of HORNE LLP as our independent registered public accountants for 2019
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Using the internet, at www.envisionreports.com/RNST. To vote via the internet, you will need the control number that is included on your proxy card or in the Notice, which was furnished to our institutional shareholders and shareholders who elected to receive proxy materials over the internet on March 14, 2019.
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Using a toll-free telephone number, at 1-800-652-VOTE (8683). You will need the control number that is included on your proxy card or in the Notice.
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By completing and mailing your proxy card to the address included on the card, if you received a paper copy of the proxy statement and proxy card.
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In person, if you attend our annual meeting and are the record owner of our common stock or you obtain a broker representation letter from your bank, broker or other holder of our common stock.
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Year Ended December 31,
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2018
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2017
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2016
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2015
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2014
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Diluted EPS (GAAP)
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$2.79
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$1.96
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$2.17
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$1.88
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$1.88
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Diluted EPS, with exclusions (non-GAAP)
(1)(2)
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$3.00
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$2.42
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$2.31
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$2.11
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$1.89
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Return on Average Assets (GAAP)
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1.32
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%
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0.97
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%
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1.08
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%
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0.99
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%
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1.02
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%
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Return on Average Tangible Assets, with exclusions (non-GAAP)
(1)(2)
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1.58
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%
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1.32
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%
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1.28
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%
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1.23
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%
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1.16
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%
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Return on Average Shareholders’ Equity (GAAP)
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8.64
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%
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6.68
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%
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8.15
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%
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7.76
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%
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8.61
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%
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Return on Average Tangible Shareholders' Equity, with exclusions (non-GAAP)
(1)(2)
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17.14
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%
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14.48
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%
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16.23
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%
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16.10
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%
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16.37
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%
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(1)
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Exclusions include charges with respect to which we are unable to accurately predict when these charges will be incurred or, when incurred, the amount of the charge. For 2018, these charges were merger and conversion expenses on an after-tax basis.
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(2)
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Diluted EPS, with exclusions, return on average tangible assets, with exclusions, and return on average tangible shareholders’ equity, with exclusions, are non-GAAP financial measures used by management to evaluate ongoing operating results and to assess ongoing profitability. For a reconciliation of these measures to their most comparable GAAP measures, please see (a) with respect to 2016, 2017 and 2018, as to diluted EPS, the “Results of Operations-Net Income” section and, as to return on average tangible assets and return on average tangible shareholders’ equity, the “Non-GAAP Financial Measures” section, each in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2018, and (b) with respect to 2014 and 2015, as to diluted EPS, the “Results of Operations-Net Income” section and, as to return on average tangible assets and return on average tangible shareholders’ equity, the “Non-GAAP Financial Measures” section, each in Item 7, Management’s Discussion and
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a
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We recorded our highest level of annual earnings in 2018, with net income of $146.9 million, marking our sixth consecutive year of record net income. Our diluted EPS of $2.79 represented an $0.83 improvement over 2017. Our 2017 diluted EPS was impacted by our writedown of our net deferred tax assets stemming from changes in tax rates effected by the Tax Cuts and Jobs Act enacted in December 2017. However, even excluding the $0.31 reduction to diluted EPS as a result of the deferred tax asset writedown, our 2018 diluted EPS grew approximately 23% from 2017.
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a
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We completed our acquisition of Brand Group Holdings, Inc. and its subsidiary The Brand Banking Company (which we refer to collectively as “Brand” in this proxy statement) on September 1, 2018. By acquiring Brand, we added 13 locations throughout the greater Atlanta area, one of our strategic growth markets. Also, as of the acquisition date (and prior to purchase accounting adjustments), we acquired $2.0 billion in assets, including $1.6 billion in loans, and $1.7 billion in deposits.
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a
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We increased our annual dividend twice in 2018. The annual dividend now stands at $0.84 per share, an approximately 10% increase from 2017.
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a
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In 2018, in addition to the new locations added in the Brand merger, we expanded our geographic footprint in Tennessee and Georgia through new branch openings, and we also added market leaders and producers throughout our footprint, which, together with production from our existing locations, contributed to our non-purchased loan growth of over 14% from 2017.
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a
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Our asset quality metrics continued to remain strong in 2018. Total non-purchased non-performing assets remained flat from December 31, 2017 to December 31, 2018 even as our total assets increased. Net loan charge-offs were 0.05% of average loans for 2018 compared to 0.06% of average loans for 2017. As a percentage of total assets, all credit metrics, including nonperforming assets, loans 30-89 days past due and our internal watch list were at or near historical lows at the end of 2018.
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS
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A director may not stand for election after reaching age 72; and
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•
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Any director who attains age 72 during his or her elected term may serve only until the next regular meeting of our shareholders.
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Class 1
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Class 2
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Class 3
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Donald Clark, Jr.
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John M. Creekmore
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Marshall H. Dickerson
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Albert J. Dale, III
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Jill V. Deer
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R. Rick Hart
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John T. Foy
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Neal A. Holland, Jr.
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Richard L. Heyer, Jr.
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C. Mitchell Waycaster
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E. Robinson McGraw
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J. Niles McNeel
(1)
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Connie L. Engel
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Sean M. Suggs
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Michael D. Shmerling
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(1)
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Mr. McNeel will retire effective as of the annual meeting, as required pursuant to our retirement policy.
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•
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With the chairman, scheduling and setting the agenda for board meetings;
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•
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Scheduling, setting the agenda for, and chairing all executive sessions of the “independent directors” of the board;
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•
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Determining the appropriate materials to be sent to directors for all meetings;
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•
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Acting as a liaison between the board and the chief executive officer and our other executive officers;
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•
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Assisting the compensation committee in evaluating the chief executive officer’s performance;
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•
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Assisting the nominating and corporate governance committee in its annual assessment of the board’s committee structure and each committee’s performance; and
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•
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Overseeing the board’s communications with our shareholders.
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Executive Committee
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John M. Creekmore, Chair
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The executive committee exercises the power and authority of the full board of directors between scheduled board meetings. Among other things, the executive committee takes a lead role in succession planning for our senior management. The ability of the executive committee to act is subject to limitations imposed under Mississippi law and the committee’s charter.
The executive committee is comprised of the chairman of the board, the lead director, the chief executive officer and three additional directors who are “independent directors” as defined in the Nasdaq Listing Rules. During 2018, the committee held 15 meetings.
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Neal A. Holland, Jr., Vice-Chair
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Albert J. Dale, III
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John T. Foy
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E. Robinson McGraw
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C. Mitchell Waycaster
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Audit Committee
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John T. Foy, Chair
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The audit committee's responsibilities include the following:
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Marshall H. Dickerson, Vice-Chair
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Appointing, compensating and overseeing our independent registered public accountants;
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Jill V. Deer
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Connie L. Engel
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Monitoring the integrity of our financial reporting process and system of internal controls;
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J. Niles McNeel
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Michael D. Shmerling
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Monitoring the independence and performance of our independent registered public accountants and internal auditing department;
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Pre-approving all auditing and permitted non-audit services provided by our independent registered public accountants;
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Facilitating communication among our independent registered public accountants, management, the internal auditing department and the board of directors; and
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Establishing procedures for (1) the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters, and (2) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
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The sections below titled “
Report of the Audit Committee
” and “
Independent Registered Public Accountants
” describe the actions taken in 2018 and the committee's processes.
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Each member of our audit committee is an “independent director” within the meaning of the Nasdaq Listing Rules, satisfies the other requirements for audit committee membership under the Nasdaq Listing Rules and meets all independence requirements under SEC regulations. The board has determined that Mr. Shmerling qualifies as an “audit committee financial expert” under applicable SEC regulations and satisfies the financial sophistication requirements under the Nasdaq Listing Rules. During 2018, the committee held 18 meetings.
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Compensation Committee
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Albert J. Dale, III, Chair
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The compensation committee’s primary functions are setting our compensation strategy and administering the compensation of our named executive officers. The “
Compensation Discussion and Analysis
,” or CD&A, section below explains the compensation committee’s processes and procedures and discusses its specific decisions with respect to 2018 compensation.
Each member of the committee is an “independent director” within the meaning of the Nasdaq Listing Rules and a “non-employee director” under SEC regulations. In determining independence, the board considered each member’s ability to be independent from management in light of his relationships with us and the Bank
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including any compensation (such as consulting, advisory or other compensatory payments), received from us or the Bank, whether the member is considered our affiliate and additional relevant factors. The committee met six
times during 2018.
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Richard L. Heyer, Jr., Vice-Chair
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J. Niles McNeel
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John M. Creekmore
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Neal A. Holland, Jr.
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•
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The audit committee, which focuses on financial reporting and operational risk. This committee meets regularly with management, our independent registered public accountants and our internal auditors to discuss the integrity of our financial reporting processes and internal controls and the steps taken to monitor and control related risks. In addition, at almost every meeting the committee receives a management presentation designed to give the committee a better understanding of our operations and how the subject of the presentation impacts our overall operational risk. More information about the audit committee can be found above under the heading “
Board Committees
”
and below in the
“
Report of the Audit Committee
” and “
Independent Registered Public Accountants
” sections.
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•
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The compensation committee, which evaluates risks associated with our executive compensation programs. The compensation committee is assisted by the incentive compensation committee, which is comprised of senior management and reports directly to the compensation committee. The incentive compensation committee reviews our cash and equity incentive compensation arrangements (for both executive and non-executive employees) to ensure that these arrangements appropriately balance risks and financial rewards in a manner that does not encourage or expose the Bank or the Company to imprudent risks, whether financial, credit, regulatory or otherwise. The steps we have taken to address risks associated with our executive compensation program are described in the CD&A section below. Other risk mitigation practices apply to specific groups of employees. For example, our lenders may be eligible for incentives based on their loan production. This creates a risk that a lender may try to make riskier loans to boost his or her incentive. We have addressed this risk by, among other things, requiring that a lender satisfy loan quality thresholds consistent with our overall goals for loan portfolio performance as a condition to his or her eligibility to receive an incentive payment. As another example, mortgage originators are compensated on a commission basis, based on the volume of loans originated. This creates a risk that employees may focus on higher income, non-minority areas, exposing us to criticism from a fair lending perspective, among other things. We have addressed this risk by imposing goals for low income and minority lending. On an ongoing basis, the incentive compensation committee monitors our incentive compensation arrangements to determine whether additional risk mitigants are necessary. The CD&A section provides more information about the activities of the compensation committee.
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•
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The loan committee, which is primarily responsible for credit and other risks arising in connection with our lending activities and overseeing management committees that also address these risks. The loan committee’s work is supplemented by a number of management committees that report to it on various aspects of our lending activities, such as loss management.
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•
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The investment committee, which monitors our interest rate and liquidity risk. The committee has two primary goals with respect to risk oversight: (1) to structure our asset-liability composition in a way that maximizes our net interest income while minimizing the adverse impact of changes in interest rates on interest income and capital; and (2) to ensure that we have adequate sources of short and long-term liquidity both under the current interest rate environment and under various hypothetical interest rate scenarios. The asset/liability committee, a management committee reporting to the investment committee, monitors our interest rate sensitivity and makes decisions relating to that process.
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•
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“Independence” within the meaning of the Nasdaq Listing Rules and SEC rules and regulations;
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•
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Experience in banking or in marketing, finance, legal, accounting or other professional disciplines;
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•
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Diversity of background and other characteristics that are reflective of our shareholders;
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•
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Familiarity with and participation in the local communities in which we do business;
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•
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Prominence and a highly-respected reputation in his or her profession;
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•
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A proven record of honest and ethical conduct, personal integrity and independent judgment;
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•
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Ability to represent the interests of our shareholders; and
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•
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Ability to devote time to fulfill the responsibilities of a director and to enhance their knowledge of our industry.
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•
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Transactions involving a director, members of his or her immediate family and business with which they are associated and the Company or the Bank (more information about these transactions may be found below under the headings “
Indebtedness of Directors and Executive Officers
”
and “
Other Related Person Transactions
”).
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•
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The Bank employs the sons of three of our directors: (1) Mr. Creekmore’s son works as a portfolio manager in the Bank's corporate banking department; (2) Dr. Heyer’s son is employed as an investment officer in the Bank’s wealth management division; and (3) Mr. Holland's son is a trainee in the Bank's wealth management division. None of these employees is considered an “executive officer” of the Company, nor did any of them receive compensation for 2018 at a level that would cause his employment to constitute a “related person” transaction under applicable SEC regulations. The compensation paid to each employee was consistent with the
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•
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Brand was party to real estate leases with entities owned by a trust of which Mr. Morgan is a trustee and an approximate 25% beneficiary (taking into account the interest of Mr. Morgan and his children) (together with his siblings) (this trust is referred to as the “Morgan Family Trust”), under which Brand leased from the entities owned by the Morgan Family Trust real estate on which a Brand branch was located. Upon the completion of the Brand acquisition, Renasant assumed these leases. The following table sets forth (1) the location of each of these branches; (2) the lease payments made in 2018; and (3) the payments due over the remaining terms of each of the leases, which expire at various times between 2022 and 2025 (amounts in the columns below include, to the extent known, triple net charges):
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Branch Address
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Lease payments in 2018
(1)
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Lease payments due from January 1, 2019 through remaining term of lease
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2255 Buford Highway Buford, Georgia 30518
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$407,549 (138,121)
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$1,373,255
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6224 Sugarloaf Parkway, 1st floor Duluth, Georgia 30097
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$444,378 (139,713)
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$1,493,860
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6224 Sugarloaf Parkway, 2nd and 3rd floors Duluth, Georgia 30097
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$500,172 (173,895)
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$2,264,810
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6515 Sugarloaf Parkway, Suites 150 and 160 Duluth, Georgia 30097
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$68,106 (34,069)
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$301,280
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1255 Lakes Parkway, Buildings 100 and 200 Lawrenceville, Georgia 30043
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$523,891 (175,641)
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$2,656,121
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1255 Lakes Parkway, Suites 110 and 180 Lawrenceville, Georgia 30043
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$237,180 (79,750)
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$1,206,131
|
480 Peachtree Industrial Boulevard Suwanee, Georgia 30024
|
$197,788 (67,309)
|
$560,319
|
(1)
|
Amounts in parenthesis represent the portion of the lease payments paid after September 1, 2018, the date on which we completed the Brand acquisition. The balance was paid by Brand prior to September 1, 2018.
|
•
|
Brand Properties, LLC and Brand Real Estate Services, Inc., both of which are owned by the Morgan Family Trust, provided property management services for the above-listed branch locations and our Dacula, Georgia branch location to Brand, prior to September 1, 2018, and to us, after the completion of the Brand acquisition. In 2018, these entities were paid $33,358 in the aggregate for property management services, and we expect to pay an aggregate of approximately $139,000 to these entities over the remaining terms of the above leases for such services (these entities do not provide property management services with respect to any of our other locations). Additionally, Brand had contracted with Brand Properties, LLC to develop and construct its Dacula branch, which construction was completed in the summer of 2018. Brand Properties was paid an aggregate of $2,252,152 under this contract, of which $464,439 was paid after September 1, 2018.
|
•
|
Brand maintained “split-dollar” insurance arrangements for the benefit of life insurance trusts established by Mr. Morgan and certain of his siblings, which we assumed upon the completion of the Brand acquisition. Under these arrangements, the trusts (whose beneficiaries were parties related to Mr. Morgan or his siblings) acquired and owned life insurance policies on the lives of Mr. Morgan and the siblings, and Brand was contractually obligated to pay the premiums. Upon the insured’s death or the earlier termination of the split dollar arrangements, each trust is obligated to repay to Brand (and now to us) the aggregate amount of the premium payments made on behalf of the trust or, under some of the arrangements, the cash surrender value of policy, if greater than the aggregate premiums paid. We intend to terminate these split-dollar insurance arrangements in a manner that avoids loss to the Company. In 2018, premium payments in the aggregate amount of $335,362 were made by Brand (prior to September 1, 2018) and Renasant (after the completion of the Brand acquisition), and we have made premium payments in the aggregate amount of $158,662 in the first two months of 2019.
|
•
|
Upon the completion of our acquisition of Brand, GardenBrand, LLC, previously a wholly-owned subsidiary of The Brand Banking Company, became a wholly-owned subsidiary of the Bank. GardenBrand, LLC is party to a purchase and sale agreement with two entities owned by the Morgan Family Trust. Under this agreement, GardenBrand, LLC has agreed to sell a vacant lot in Atlanta, Georgia, to one of the entities owned by the Morgan Family Trust in exchange for the real estate, owned by the other entity owned by the Morgan Family Trust, on which the Bank’s branch in Suwanee, Georgia, is located and cash. The purchase and sale agreement was entered into in 2015; in November 2018 we agreed to extend the deadline for closing the transaction for six months. As a condition of the extension, $150,000 in earnest money was irrevocably released to us. Our executive committee reviewed and approved the terms of the proposed extension before we amended the purchase sale and agreement to provide for the extension.
|
•
|
Brand owned warrants to purchase the common stock of a “fintech” company, and the Bank acquired these warrants upon the completion of the Brand acquisition. Our management decided to sell these warrants, which Mr. Morgan offered to purchase for their book value, which was $603,009. To evaluate Mr. Morgan’s offer, the board directed management to ascertain whether (1) there were any other parties interested in acquiring the warrants and (2) the Bank would be likely to obtain a better price than the price offered by Mr. Morgan. Management contacted investment bankers with knowledge of the industry in which this fintech company operates and was advised that, due to the speculative nature of the warrants and the fintech company’s operating results to date, the Bank was unlikely to find any other buyer for the warrants at all, much less a buyer willing to pay more than book value for the warrants. After receiving this advice, the board approved the sale of the warrants for $603,009 to an entity of which Mr. Morgan is a 50% owner. The sale was completed in December 2018.
|
•
|
By writing to Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, Attention: Chief Financial Officer;
|
•
|
By e-mail to KChapman@renasant.com; or
|
•
|
By phone at (662) 680-1450.
|
•
|
The reason for making the nomination;
|
•
|
All arrangements or understandings between or among the recommending shareholder(s) and the nominee, as well as any information that would have to be disclosed under Item 404 of Regulation S-K if the recommending shareholder (and any beneficial owner on whose behalf the recommendation has been made) were the registrant;
|
•
|
All information relating to the nominee that is required to be disclosed in solicitations of proxies for the election of directors in a contested election pursuant to the Exchange Act and the rules and regulations promulgated thereunder; and
|
•
|
The nominee’s written consent to being named in the proxy statement and to serve as a director if elected.
|
BOARD MEMBERS AND COMPENSATION
|
Name
|
Age
|
Class
|
Background, Qualifications and Skills
|
Donald Clark, Jr.
Director since 2017
|
69
|
1
|
Background:
Mr. Clark currently serves as Chairman of Butler Snow, LLP, the largest Mississippi-based law firm. As a member of the firm’s Public Finance and Incentives Group, Mr. Clark has extensive experience in municipal bonds, economic development incentives and government relations. Mr. Clark was appointed a director of the Company upon the completion of our acquisition of Metropolitan BancGroup, Inc. in July 2017.
Experience/Qualifications/Skills:
Mr. Clark is highly regarded in the legal profession. As Chairman of Butler Snow, he oversees the operations of a firm with over 350 attorneys located in 26 offices spread throughout the United States (as well as two international offices), many of which are located within the Bank’s footprint. This experience provides the board with insight on the needs of customers within many of our markets. As the leader of a law firm, Mr. Clark also can provide valuable input to the board on enterprise-wide risk management practices. Finally, Mr. Clark’s experience in public finance, economic development incentives and government relations makes him a resource to the board in these areas.
|
Albert J. Dale, III
Director since 2007
|
68
|
1
|
Background:
Mr. Dale has served as president of Dale, Inc. since 1985. Dale, Inc., located in Nashville, Tennessee, is a specialty contractor and a Marvin Windows and Doors, Kolbe Windows and Doors and Sierra Pacific Windows and Doors dealer in Tennessee, Kentucky and Alabama. He was appointed a director of the Company upon the completion of our acquisition of Capital Bancorp, Inc., or Capital, in July 2007.
Experience/Qualifications/Skills:
As a supplier to businesses and consumers, Mr. Dale’s professional experience provides the board with insight from the customer’s perspective on the needs and risks associated with business development. In addition, Mr. Dale brings to the board an intimate knowledge of Nashville, Tennessee, one of our growth markets. We rely on Mr. Dale for advice on where and how to serve the Nashville metropolitan area.
|
Name
|
Age
|
Class
|
Background, Qualifications and Skills
|
Connie L. Engel
Director since 2018
|
66
|
1
|
Background:
Ms. Engel is a partner in the Atlanta Office Division of Childress Klein, Inc., a commercial real estate firm engaged in the development, management and leasing of commercial real estate throughout the Southeastern United States. Ms. Engel has been responsible for the development and leasing of the Atlanta Galleria Office Park located in Atlanta, Georgia, for over 25 years. Since 2005, Ms. Engel has served on the Board of Trustees of Kennesaw State University Foundation, Kennesaw, Georgia, as Chairwoman and trustee. She is the Vice Chair of the Cumberland Community Improvement District and currently serves on the Board of Directors of the Atlanta chapter of National Association of Corporate Directors.
Experience/Qualifications/Skills:
Commercial real estate lending is a significant aspect of our operations. Ms. Engel's extensive experience in commercial real estate and development enables her to provide valuable insight with respect to our commercial real estate operations throughout our footprint, but particularly in the Atlanta metropolitan area, one of our most significant growth markets. In addition, Ms. Engel served on the audit committee of Brand prior the merger. We believe this experience allows her to be a valuable member of our audit committee.
|
John T. Foy
Director since 2004
|
71
|
1
|
Background:
Since February 2008, Mr. Foy has been retired. From February 2004 until February 2008, he served as president and chief operating officer of Furniture Brands International, Inc. During that time, he was also a member of the board of directors of Furniture Brands International. Prior to 2004 he served as president and chief executive officer of Lane Furniture Industries. Furniture Brands International was, and Lane Furniture Industries is, engaged in the manufacture of upholstered and wooden furniture.
Experience/Qualifications/Skills:
Furniture manufacturing is a major segment of the economy in our North Mississippi markets. We believe that Mr. Foy’s broad experience in the furniture manufacturing industry gives us an advantage in soliciting these types of customers, as well as customers in the manufacturing industry in general. Also, Mr. Foy’s experience as the president and a director of Furniture Brands International, Inc., which was a publicly-traded company during Mr. Foy’s tenure, provides him with insights on the operation of a company with diverse operations as well as on corporate governance.
|
C. Mitchell Waycaster
Director since 2018
|
60
|
1
|
Background:
Mr. Waycaster has served as our and the Bank’s Chief Executive Officer since May 1, 2018, and he has been President of the company and the Bank since January 2016. Prior to assuming his current position, Mr. Waycaster was our Chief Operating Officer since January 2016. Prior to being named President, Mr. Waycaster was our Executive Vice President since February 2003 and a Senior Executive Vice President since June 2005. He served as Chief Administrative Officer of the Bank from April 2007 to January 2016. Mr. Waycaster served as President of the Mississippi Division of Renasant Bank from January 2005 to April 2007; previously Mr. Waycaster served as Executive Vice President and Director of Retail Banking of the Bank from 2000 until December 2004.
Experience/Qualifications/Skills:
Mr. Waycaster has been an employee of the Bank for over 40 years. During that time, he has worked in virtually all of the Bank’s areas of operation. This experience gives Mr. Waycaster a detailed understanding of our operations as well as the opportunities and challenges that we face. Aside from Mr. McGraw, it is unlikely that any other Renasant employee has a better understanding of our history, our current operations and our future strategies than Mr. Waycaster. His insights are essential to assisting the board in developing and implementing our strategic plans.
|
Name
|
Age
|
Class
|
Background, Qualifications and Skills
|
John M. Creekmore
Director since 1997
|
63
|
2
|
Background:
Since June 2017, Mr. Creekmore has served as general counsel for United Furniture Industries, Inc. Prior to taking this position, Mr. Creekmore was the owner of the Creekmore Law Office, PLLC.
Experience/Qualifications/Skills:
As general counsel of a large manufacturing enterprise, Mr. Creekmore brings a legal point of view to the risks and challenges that we face. He also provides us with insights regarding the legal implications of our plans and strategies as well as internal operational matters. Finally, Mr. Creekmore works in Verona, Mississippi, and helps shape our policies with respect to our smaller markets.
|
Jill V. Deer
Director since 2010
|
56
|
2
|
Background:
Ms. Deer is Vice President of Planning, Administration and Risk for Brasfield & Gorrie, L.L.C., one of the nation’s largest privately-held construction firms, with revenues in excess of $3 billion. Prior to joining Brasfield & Gorrie in 2013, Ms. Deer served as a principal of Bayer Properties, L.L.C., a full service real estate company based in Birmingham, Alabama, that owns, develops and manages commercial real estate. Ms. Deer joined Bayer Properties in 1999 to serve as an executive officer and general counsel of the company. Prior to that time, she was a partner in a large regional law firm in Birmingham practicing in the area of commercial real estate finance.
Experience/Qualifications/Skills:
The Birmingham metropolitan area is the largest metropolitan area in Alabama and one of our key growth markets. Ms. Deer’s knowledge and experience in this market helps us develop strategies to further expand our presence in Birmingham. Furthermore, Ms. Deer’s professional experience in the real estate and construction industries gives the board an additional resource in understanding the risks and trends associated with commercial real estate, especially because Brasfield & Gorrie operates in many of the same markets in which Renasant is located.
|
Neal A. Holland, Jr.
Director since 2005
|
63
|
2
|
Background:
Mr. Holland has been president of Holland Company, Inc., a diversified sand, stone and trucking company in Decatur, Alabama, since 1980. He is also the chairman and CEO of Alliance Sand and Aggregates, LLC and the owner of Miracle Mountain Ranch LLC. Mr. Holland was appointed a director of the Company upon the completion of our acquisition of Heritage Financial Holding Corporation in 2005.
Experience/Qualifications/Skills:
Mr. Holland gives us valuable advice in shaping our policies and strategies in our Alabama markets. Mr. Holland’s service on the board and executive committee of Heritage Financial Holding Corporation, which we acquired in 2005, has given him added experience and insight to the risks associated with serving on the board of a publicly-traded financial institution. As the owner of multiple businesses, he also is able to add a borrower’s perspective to the board’s discussions.
|
Name
|
Age
|
Class
|
Background, Qualifications and Skills
|
E. Robinson McGraw
Director since 2000
|
72
|
2
|
Background:
Since May 1, 2018, Mr. McGraw has been Executive Chairman of the Company and the Bank. Prior to assuming this position, he served as our and the Bank’s Chief Executive Officer since 2000, and he served as our and the Bank’s President from 2000 to January 2016. Since June 2005, Mr. McGraw has served as Chairman of our and the Bank’s board of directors. Mr. McGraw served as Executive Vice President and General Counsel of the Bank prior to becoming our Chief Executive Officer.
Experience/Qualifications/Skills:
It is unlikely that there is any individual that has a more intimate knowledge of our history, our current operations and our future plans than Mr. McGraw. His insight is an essential part of formulating our plans and strategies. Mr. McGraw’s legal background and years of experience with the Company provide the board an additional resource on legal implications and the regulatory requirements specifically attributable to the banking industry and financial institutions.
|
Sean M. Suggs
Director since 2018
|
53
|
2
|
Background:
Mr. Suggs has served as president of Toyota Mississippi since January 2018. In this role, he is responsible for all manufacturing and administration functions of Toyota’s Blue Springs, Mississippi, plant which produces the Toyota Corolla. Prior to this position, Mr. Suggs was vice president of manufacturing and administration at the Mississippi vehicle assembly plant. Prior to joining Toyota in 2014, Mr. Suggs served as director of strategy, administration and human resources at Nissan’s North American headquarters in Franklin, Tennessee, where he directed production quality at the company’s manufacturing and assembly plant in Canton, Mississippi. Before joining Nissan, Mr. Suggs worked for Toyota as team leader at its assembly plant in Princeton, Indiana, where, among things, he was named general manager of quality planning in 2008. In this leadership role, Mr. Suggs oversaw professional development, vehicle quality and manufacturing quality for current and new model production. Prior to joining the automotive industry, Mr. Suggs served eight years in the United States Army.
Experience/Qualifications/Skills:
An automobile manufacturing plant is a complex operation, and the successful management of such an operation requires expertise in manufacturing technology, production quality and corporate leadership, among other things. We believe the skills that Mr. Suggs has acquired in overseeing manufacturing operations at Toyota’s plant in Mississippi will be very beneficial to the oversight of the Bank’s operations.
|
Marshall H. Dickerson
Director since 1996
|
70
|
3
|
Background:
Mr. Dickerson is retired. Prior to his retirement, he was the owner and manager of Dickerson Furniture Company, a company engaged in retail home furnishings sales until its closing in 2012.
Experience/Qualifications/Skills:
Mr. Dickerson owned and operated his own business for over 33 years. As a former small business owner, he understands the capital needs and other challenges that many of our small business customers face on a daily basis; he also understands the services that a small business owner requires from its banking relationship. We believe that Mr. Dickerson’s insights on these topics help us tailor our products, as well as our customer service operations, to meet the needs of this important segment of our business.
|
Name
|
Age
|
Class
|
Background, Qualifications and Skills
|
R. Rick Hart
Director since 2007
|
70
|
3
|
Background:
Mr. Hart has served as Chairman of our Middle Tennessee Division since September 2018. Prior to this role, he was an Executive Vice President of the Company and President of the Northern Region of the Bank since October 2012. He served as the President of the Tennessee Division and Middle Tennessee Division of the Bank from July 2007 until October 2012. Prior to our acquisition of Capital, Mr. Hart served as chairman, president and chief executive officer of Capital Bank & Trust Company, in Nashville, Tennessee. Mr. Hart was appointed a director of the Company upon the completion of our acquisition of Capital in July 2007.
Experience/Qualifications/Skills:
Mr. Hart brings the experience of a Nashville banker to the board, helping to formulate our plans for the Nashville market. Along with Messrs. McGraw and Waycaster, Mr. Hart serves as a liaison between the board and our employees, keeping the board abreast of employee concerns and morale.
|
Richard L. Heyer, Jr.
Director since 2002
|
62
|
3
|
Background:
Dr. Heyer has served as a physician and partner of Tupelo Anesthesia Group, P.A. since 1989. In addition, Dr. Heyer is President and co-owner of TAG Billing, LLC, a medical billing service provider in the medical industry.
Experience/Qualifications/Skills:
Dr. Heyer’s experience in the medical industry brings a unique perspective to the challenges and opportunities that our board faces. Dr. Heyer’s background and experience is important in the formulation of board policy. Dr. Heyer is a business owner in the medical industry and adds this perspective to board discussions.
|
Michael D. Shmerling
Director since 2007
|
63
|
3
|
Background:
Mr. Shmerling has served as chairman of Choice Food Group, Inc., a manufacturer and distributor of food products, since July 2007 and chairman of Clearbrook Holdings Corp. (formerly XMI Holdings Inc.) since 1999. Mr. Shmerling previously served as a senior advisor to Kroll, Inc., a risk consulting company, from August 2005 to June 2007 and an executive vice president of Kroll, Inc. from August 2000 to June 2005. Effective as of May 2001, he also served as Chief Operating Officer of Kroll. Mr. Shmerling was appointed a director of the Company upon the completion of our acquisition of Capital in July 2007. Mr. Shmerling is also a director for Healthstream, Inc., a publicly-traded company.
Experience/Qualifications/Skills:
Mr. Shmerling’s business and philanthropic endeavors in the Nashville market provide us with opportunities to create new business relationships and grow market share in this key area. In addition, his 39-year professional history as a licensed CPA (now inactive) in public and private practice provides the board with a broad range of financial knowledge and business acumen. Mr. Shmerling is experienced in assessing and mitigating risk and formulating policies designed to minimize risk exposure. In addition, his experience as an officer and director of publicly-traded companies gives the board another resource for issues specific to publicly-traded companies in the areas of financial reporting and corporate governance.
|
2018 DIRECTOR COMPENSATION
|
||||||||||||||||||||
Name
|
|
Fees Earned or Paid in Cash
|
|
Stock Awards
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
|
|
All Other Compensation
|
|
Total
|
||||||||||
A
|
|
B
|
|
C
|
|
D
|
|
E
|
|
F
|
||||||||||
George H. Booth, II
(1)
|
|
$
|
17,542
|
|
|
$
|
—
|
|
|
$
|
861
|
|
|
$
|
2,100
|
|
|
$
|
20,503
|
|
Frank B. Brooks
(1)
|
|
20,167
|
|
|
—
|
|
|
780
|
|
|
2,982
|
|
|
23,929
|
|
|||||
Hollis C. Cheek
(1)
|
|
23,167
|
|
|
46,288
|
|
|
—
|
|
|
317
|
|
|
69,772
|
|
|||||
Donald Clark, Jr.
|
|
39,500
|
|
|
46,288
|
|
|
133
|
|
|
686
|
|
|
86,607
|
|
|||||
John M. Creekmore
|
|
66,500
|
|
|
46,288
|
|
|
2,649
|
|
|
7,967
|
|
|
123,404
|
|
|||||
Albert J. Dale, III
|
|
67,250
|
|
|
46,288
|
|
|
599
|
|
|
7,277
|
|
|
121,414
|
|
|||||
Jill V. Deer
|
|
53,750
|
|
|
46,288
|
|
|
—
|
|
|
738
|
|
|
100,776
|
|
|||||
Marshall H. Dickerson
|
|
69,250
|
|
|
46,288
|
|
|
—
|
|
|
8,732
|
|
|
124,270
|
|
|||||
Connie L. Engel
|
|
16,667
|
|
|
23,345
|
|
|
—
|
|
|
108
|
|
|
40,120
|
|
|||||
John T. Foy
|
|
63,000
|
|
|
46,288
|
|
|
—
|
|
|
8,732
|
|
|
118,020
|
|
|||||
Richard L. Heyer, Jr.
|
|
46,500
|
|
|
46,288
|
|
|
1,846
|
|
|
738
|
|
|
95,372
|
|
|||||
Neal A. Holland, Jr.
|
|
73,375
|
|
|
46,288
|
|
|
—
|
|
|
738
|
|
|
120,401
|
|
|||||
J. Niles McNeel
|
|
50,250
|
|
|
46,288
|
|
|
—
|
|
|
8,732
|
|
|
105,270
|
|
|||||
Hugh S. Potts, Jr.
(1)
|
|
15,417
|
|
|
46,288
|
|
|
123
|
|
|
2,982
|
|
|
64,810
|
|
|||||
Fred F. Sharpe
(1)
|
|
21,667
|
|
|
46,288
|
|
|
12
|
|
|
317
|
|
|
68,284
|
|
|||||
Michael D. Shmerling
|
|
58,750
|
|
|
46,288
|
|
|
—
|
|
|
8,042
|
|
|
113,080
|
|
|||||
Sean M. Suggs
|
|
21,417
|
|
|
35,029
|
|
|
—
|
|
|
314
|
|
|
56,760
|
|
(1)
|
Effective as of the 2018 annual meeting, Messrs. Booth and Brooks retired from our board, and Messrs. Potts, Cheek, and Sharpe ceased to serve on our board. The table above includes compensation paid for service on our board during 2018. Messrs. Potts, Cheek and Sharpe continued to serve on the Bank's board of directors and were compensated; therefore, the table does not include compensation for service on the Bank's board.
|
•
|
Column B - Fees Earned or Paid in Cash.
Amounts in this column reflect the retainers and meeting fees we paid to our non-employee directors, which may be voluntarily deferred under our Deferred Stock Unit Plan or Directors’ Deferred Fee Plan, which are described below.
|
•
|
We paid the following retainers, prorated in the form of equal monthly payments:
|
•
|
All directors received a retainer the amount of $35,000;
|
•
|
Our lead director received an additional retainer in the amount of $12,000;
|
•
|
The chair of the audit committee received an additional retainer in the amount of $6,000; and
|
•
|
The chairs of the executive, compensation, nominating and loan committees each received an additional retainer in the amount of $3,000.
|
•
|
We also paid the following meeting fees:
|
•
|
Chairs who do not receive an additional retainer receive $750 for each meeting chaired; and
|
•
|
Members receive $500 for each meeting they attend.
|
•
|
Each of our non-employee directors who serves on one of our state bank boards was paid a $500 fee quarterly or when the board meets, a $125 fee in each month during which a meeting was not held, and a $200 fee for attendance at state bank board committee meetings.
|
•
|
Column C - Stock Awards.
On April 24, 2018, each director, with the exception of Mr. Suggs and Ms. Engel, received a time-based restricted stock award of 1,010 shares of our common stock that will vest at the 2019 annual meeting. Mr. Suggs and Ms. Engel, who were appointed to our board in May 2018 and September 2018, respectively, received prorated time-based restricted stock awards that also will vest at the 2019 annual meeting. Column C reports the aggregate fair value of these awards, determined as of the date of award, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation.” Dividends payable on restricted stock awards are not included in our fair value determination. Please refer to Note 14, “Employee Benefit and Deferred Compensation Plans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2018 for details regarding the assumptions used to derive the fair value of our restricted stock.
|
•
|
Column D - Changes in Pension Value and Nonqualified Deferred Compensation Earnings.
Amounts in this column report above-market earnings on amounts deferred under the Directors’ Deferred Fee Plan. Interest earned on deferred amounts is considered above-market only if the interest rate exceeded 120% of the applicable federal long-term rate, with compounding, as prescribed by the Internal Revenue Service. With the exception of Mr. Potts, who is a participant in a legacy pension plan, our non-employee directors do not participate in a pension plan or similar arrangement. The legacy plan in which Mr. Potts is a participant ceased to accrue benefits in 2008. Column D does not include the change in the actuarial present value of his accumulated benefit in this plan which was
$(68,263)
as of December 31, 2018.
|
•
|
Column E - All Other Compensation.
Cash dividends paid on restricted stock awards are included in this column. The remaining amounts in this column reflect the value of other benefits we provide to our non-employee directors, which consist of the following:
|
•
|
Non-employee directors and their eligible dependents may elect to enroll in our medical and dental plans and pay full premiums for the coverage. Based on historical practice, we deduct a portion of the premiums from the cash payments we make to our electing directors, and a portion of the premiums are treated as imputed income that is applied to the cost of the premiums and reported as taxable income. Amounts in Column E represent the portion of the premium that we treat as imputed income.
|
•
|
We provide term life and accidental death and dismemberment insurance coverage to each director with a face amount of $10,000, at a cost of $25.
|
EXECUTIVE OFFICERS
|
Name
|
Age
|
Position
|
Tracey Morant Adams
|
53
|
Our Executive Vice President and a Senior Executive Vice President of the Bank since April 2018. Ms. Adams has served as the Bank's Chief Community Development and Corporate Social Responsibility Officer since November 2016. Ms. Adams served as Senior Vice President of Small Business and Community Development from November 2013 until November 2016. Prior to joining the Bank in November 2013, Ms. Adams was Executive Director of Economic Development for The City of Birmingham, leading economic and community development projects.
|
Kevin D. Chapman
|
43
|
Our Executive Vice President since January 2011, Chief Financial Officer since October 2011 and Chief Operating Officer since May 2018. Mr. Chapman served as our Corporate Controller from May 2006 until October 2011. He has served as Senior Executive Vice President of the Bank since January 2011, Chief Financial Officer of the Bank since October 2011 and Chief Operating Officer of the Bank since May 2018. Since May 2018, he has also served as a director of the Bank. Mr. Chapman served as Chief Strategy Officer of the Bank from January 2011 until October 2011. He was a Senior Vice President of the Bank from January 2005 until July 2006, at which time he became an Executive Vice President and the Bank’s Chief Accounting Officer.
|
J. Scott Cochran
|
55
|
Our Executive Vice President since April 2007; he has served as Chief Community and Business Banking Officer since July 2017 and President of the Western Region of the Bank since October 2012. Mr. Cochran served as President of the Mississippi Division of the Bank from April 2007 to October 2012; he served as Administrative Officer of the Bank’s Corporate Banking Division from March 2005 to April 2007. Prior to March 2005, he served as Senior Commercial Lending Officer of the Bank.
|
Stephen M. Corban
|
63
|
Our Executive Vice President and General Counsel since July 2003; he has also served as Senior Executive Vice President and General Counsel of the Bank since January 2006.
|
James W. Gray
|
62
|
Our Executive Vice President since February 2003; he has also served as Senior Executive Vice President of the Bank since June 2005. Mr. Gray has served as Chief Revenue Officer of the Bank since October 2012. He served as Chief Information Officer of the Bank from March 2006 to October 2012, and was Strategic Planning Director from January 2001 until March 2006. Prior to January 2001, he served as the Bank’s Chief Operations Officer.
|
Mark W. Jeanfreau
|
44
|
Our Executive Vice President since September 2017; he has also served as Senior Executive Vice President and Governance Counsel of the Bank over the same period. Prior to joining us and the Bank, Mr. Jeanfreau was a partner in the law firm of Phelps Dunbar LLP, specializing in corporate governance, securities laws and mergers and acquisitions.
|
Stuart R. Johnson
|
65
|
Our Executive Vice President since February 2003; from April 2013 until January 2015 he served as Treasurer. From April 1996 until March 2013, he served (with Mr. Chapman after October 2011) as our Chief Financial Officer. Mr. Johnson has served as Senior Executive Vice President of the Bank since June 2005 and as Cashier and Chief Financial Officer of the Bank from April 1996 until January 2015, serving together with Mr. Chapman as Chief Financial Officer of the Bank from 2012 to 2015.
|
Name
|
Age
|
Position
|
David L. Meredith
|
52
|
Our Executive Vice President since January 2018; he has also served as the Bank's Chief Credit Officer over the same period. From August 2015 until January 2018, Mr. Meredith served as Senior Executive Vice President and Co-Chief Credit Officer of the Bank. From October 2013 until August 2015, he was Executive Vice President and Chief Credit Officer for the Western Division of the Bank. Mr. Meredith was Executive Vice President and Senior Credit Officer from January 2010 until October 2013.
|
Bartow Morgan, Jr.
|
46
|
Our Executive Vice President and the Bank’s Chief Commercial Banking Officer since September 2018. He has also served as a director of the Bank since September 2018. Prior to our acquisition of Brand, Mr. Morgan served as the chief executive officer and a director of Brand since 2002.
|
W. Mark Williams
|
56
|
Our Executive Vice President since July 2011; he has also served as Senior Executive Vice President and Chief Banking Systems Officer of the Bank since July 2014. Mr. Williams served as Senior Executive Vice President and Chief Information Officer of the Bank from October 2012 until July 2013. From July 2011 to October 2012 he served as President of the Georgia Division of the Bank. Mr. Williams served as the Bank’s Director of Credit Administration from March 2008 to July 2011. Prior to 2008 he served as the Bank’s Community Bank Performance Lending Support Officer.
|
Mary John Witt
|
59
|
Our Executive Vice President and the Bank’s Senior Executive Vice President and Chief Risk Officer since April 2014. Ms. Witt served as Executive Vice President and Chief Risk Officer of the Bank from March 2006 to April 2014. Prior to 2006 Ms. Witt was an internal auditor serving as Internal Audit Manager from August 1999 until March 2006.
|
COMPENSATION DISCUSSION AND ANALYSIS
|
Named Executive
|
Title
|
E. Robinson McGraw
|
Executive Chairman
|
C. Mitchell Waycaster
|
President and Chief Executive Officer
|
Kevin D. Chapman
|
Chief Financial and Operating Officer
|
R. Rick Hart
|
Executive Vice President
|
J. Scott Cochran
|
Executive Vice President
|
Bartow Morgan, Jr.
|
Executive Vice President
|
Modification of Annual Cash Incentives
|
||
|
Change:
|
The compensation committee added return on average tangible common equity, ROTCE, relative to a performance peer group (discussed below) as a performance measure; earnings per share, EPS, and net revenue per share, NRPS, each measured on an absolute basis, were retained as performance metrics.
|
|
|
|
|
|
|
|
Purpose:
|
ROTCE measures how effectively we have deployed our capital; it is intended to measure the profitable use of capital as we grow. ROTCE complements our historical measures, EPS and NRPS, since the historical measures do not always correlate to increases in equity. Using a performance peer group permits us to compare our returns to those of companies with similar characteristics.
|
|
|
|
|
|
|
|
|
Modification of Equity Incentives
|
|||
|
Changes:
|
|
The performance cycle was increased from one year to three years.
|
|
|
|
ROTCE, return on average tangible assets, or ROTA, and total shareholder return, or TSR, replaced performance metrics used in previous years.
|
|
|
|
|
|
|
|
Performance is measured relative to the performance of a peer group.
|
|
|
|
|
|
Purposes:
|
|
A longer performance cycle is designed to focus on and reward longer term performance and more closely align our practices with those of our peers.
|
|
|
|
|
|
|
|
The new measures broaden the measures we use to determine success and are more consistent with the longer cycle.
|
|
|
|
Performance Peer Group
|
|||
|
Change:
|
|
A "performance peer group" was identified and used to determine relative performance.
|
|
|
|
|
|
|
|
|
|
Purposes:
|
|
Relative performance permits us to directly compare our performance to those of our peers and more closely align our practices with those of our peers
|
|
|
|
|
|
|
|
Relative performance mitigates against compensation fluctuations based on our absolute performance, such as aquisitions.
|
|
|
|
Fixed Compensation
|
|
|
|
|
Features
|
|
Objectives
|
Base Salary
|
Determined annually, based on analysis of individual performance, internal pay equity, and peer group practices
|
|
To provide a source of stable or fixed income based on skills and competencies
|
Variable Compensation
|
|
|
|
|
Features
|
|
Objectives
|
Cash Awards
|
Annual cash payments under our Performance Based Rewards Plan, "PBRP," based on attainment of performance measures at threshold, target or superior levels
|
|
To reward short-term Company-wide performance
|
Performance-Based Equity Awards
|
Payouts based on three performance measures at threshold, target or superior levels
|
|
To reward long-term Company-wide performance
|
|
|
|
To align the financial interests of our NEOs with our shareholders by increasing stock ownership
|
Time-Based Equity Awards
|
Fixed service period
|
|
To serve as a retention device
|
|
|
|
To align the financial interests of our named executives with our shareholders by increasing stock ownership
|
Characteristics
|
|
Range
|
|
Median
|
Renasant Characteristics
|
Total assets
|
|
$5.0 billion - $23.1 billion
|
|
$10.9 billion
|
$10.0 billion
|
Market value of stock
|
|
$0.7 billion - $5.6 billion
|
|
$2.1 billion
|
$2.0 billion
|
Net income
|
|
$50 million - $344 million
|
|
$111 million
|
$96.0 million
|
Ameris Bancorp
|
Pinnacle Financial Partners, Inc.
|
BancFirst Corporation
|
Republic Bancorp, Inc.
|
BancorpSouth Bank (formerly, BancorpSouth, Inc.)
|
ServisFirst Bankshares, Inc.
|
Bank OZK (formerly, Bank of the Ozarks, Inc.)
|
Simmons First National Corporation
|
Capital Bank Financial Corp.
|
South State Corporation
|
FCB Financial Holdings, Inc.
|
Texas Capital Bancshares, Inc.
|
First Financial Bankshares, Inc.
|
Trustmark Corporation
|
Home BancShares, Inc. (Conway, AR)
|
United Bankshares, Inc.
|
Iberiabank Corporation
|
United Community Banks, Inc.
|
Old National Bancorp
|
WesBanco, Inc.
|
•
|
Insurance-type benefits that are generally available to all employees of the Company, including health care coverage and life and disability benefits, with some additional life insurance coverage for all officers of the Company.
|
•
|
A broad-based 401(k) plan, including Company matching and profit-sharing contributions.
|
•
|
Two voluntary executive savings plans, our Deferred Stock Unit Plan, or the DSU Plan, and our Executive Deferred Income Plan, or the Deferred Income Plan. Amounts deferred under the DSU Plan are notionally invested in our common stock; amounts deferred under the Deferred Income Plan may be notionally invested in investment options similar to those available under our 401(k) plan. With the exception of a contribution for the benefit of Mr. McGraw in 2018, we do not contribute to these arrangements.
|
•
|
Dues for memberships in professional and civic organizations, country club dues and car allowances.
|
•
|
In the fall of 2017, Pearl Meyer recommended that no change be made to the financial institutions included in our compensation peer group and provided a review and analysis of the compensation levels and programs of companies within the peer group.
|
•
|
At the end of 2017, Pearl Meyer provided advice with respect to the modification of our cash and equity incentives and recommended the characteristics of the financial institutions to be included in our performance peer group.
|
•
|
Pearl Meyer reviewed the compensation levels of our non-employee directors and recommended changes to the compensation levels.
|
Determining Base Salary
Adjustments
|
Determining Performance-Based
Compensation
|
Determining Strategic Compensation
|
|||
|
At the end of 2017, Mr. McGraw recommended salaries for executive officers other than himself.
The committee reviewed peer group information provided by Pearl Meyer and the recommendations from Mr. McGraw and recommended base salary adjustments for 2018.
The committee’s recommendations were ratified by the non-employee members of our board of directors.
|
|
The committee reviewed possible performance measures and selected for 2018 the performance measures described later in this CD&A.
Management recommended possible performance levels (threshold, target and superior) based on the committee's direction and Renasant’ s 2018 budget.
The committee reviewed performance levels provided by management and the peer group compensation report provided by Pearl Meyer and (1) set the amount of performance-based compensation for each executive officer; (2) determined the amount of performance-based compensation payable in the form of common stock and cash; and (3) determined performance measures and individual performance levels for the 2018 fiscal year.
The committee’s recommendations were ratified by the non-employee members of the board of directors.
In 2019, the committee reviewed 2018 fiscal year performance and determined and certified payouts.
|
|
At the end of 2017, the committee recommended time-based restricted stock awards to act as retention devices for executive officers who formed a key part of our succession planning.
The committee’s recommendations were ratified by the non-employee members of our board of directors.
|
2018 BASE SALARY ADJUSTMENTS
|
|||||||||||
|
|
Base Salary
(2018)
|
|
Base Salary
(2017)
|
|
% Change
|
|||||
Mr. McGraw
|
|
$
|
840,000
|
|
(1)
|
$
|
800,000
|
|
|
5.0
|
%
|
Mr. Waycaster
|
|
630,000
|
|
|
510,000
|
|
|
23.5
|
%
|
||
Mr. Chapman
|
|
475,000
|
|
|
425,000
|
|
|
11.8
|
%
|
||
Mr. Hart
|
|
508,000
|
|
(2)
|
508,000
|
|
|
—
|
%
|
||
Mr. Cochran
|
|
400,000
|
|
|
375,000
|
|
|
6.7
|
%
|
(1)
|
Mr. McGraw transitioned to our executive chairman effective May 1, 2018. At that time, his base salary was reduced to $504,000, a 40% reduction.
|
(2)
|
Mr. Hart transitioned to the chairman of our Middle Tennessee division effective September 1, 2018. At that time, his base salary was reduced to $304,800, a 40% reduction.
|
•
|
Diluted earnings per share, or EPS, measured on an absolute basis;
|
•
|
Net revenue per share, or NRPS, measured on an absolute basis; and
|
•
|
Return on average tangible common equity, or ROTCE, measured relative to our performance peer group.
|
2018 COMPANY-WIDE PERFORMANCE MEASURES
|
|||||||||||
Performance Measure
|
Weight
|
Threshold Performance
|
Target Performance
|
Superior Performance
|
|||||||
|
|
Per share
|
|||||||||
Diluted earnings per share (EPS)
|
50
|
%
|
$
|
2.75
|
|
$
|
2.89
|
|
$
|
3.03
|
|
Net revenue per share (NRPS)
|
20
|
%
|
9.99
|
|
10.52
|
|
11.05
|
|
|||
|
|
Peer Percentile
|
|||||||||
Return on tangible common equity (ROTCE)
|
30
|
%
|
25th
|
|
50th
|
|
75th
|
|
PBRP 2018 PAYOUTS
|
|
|||||||||||||
Performance Measure
|
% of Award
|
2018 Achieved
|
Mr. McGraw
(1)
|
Mr. Waycaster
|
Mr. Chapman
|
Mr. Cochran
|
||||||||
EPS
|
50%
|
102.77% of Target
|
$
|
387,877
|
|
$
|
396,000
|
|
$
|
223,928
|
|
$
|
157,143
|
|
NRPS
|
20%
|
98.95% of Target
|
88,608
|
|
90,463
|
|
51,155
|
|
35,898
|
|
||||
ROTCE
|
30%
|
138.00% of Target
|
260,653
|
|
266,112
|
|
150,480
|
|
105,600
|
|
||||
Total
|
100%
|
|
737,138
|
|
752,575
|
|
425,563
|
|
298,641
|
|
||||
|
|
|
|
|
|
|
||||||||
|
|
|
Mr. Hart
(1)
|
|
|
|
||||||||
EPS
|
25%
|
102.77% of Target
|
$
|
87,504
|
|
|
|
|
||||||
NRPS
|
10%
|
98.95% of Target
|
19,990
|
|
|
|
|
|||||||
ROTCE
|
15%
|
138.00% of Target
|
58,803
|
|
|
|
|
|||||||
Regional Performance
|
50%
|
0.00% of Target
(2)
|
—
|
|
|
|
|
|||||||
Total
|
100%
|
|
166,297
|
|
|
|
|
(1)
|
For Messrs. McGraw and Hart, payouts reflect base salary adjustments made as of May 1, 2018 and September 1, 2018, respectively.
|
(2)
|
Represents the percentage of the cumulative target award earned by Mr. Hart as the president of the Northern Region/Chairman of the Middle Tennessee division.
|
•
|
Time-Based Awards.
Time-based awards serve as a retention device and as variable compensation that further ties the financial interests of our executives to the performance of the Company and our stock. The service or retention period for our time-based awards is generally three years, but for Messrs. McGraw and Hart a one-year period was considered more appropriate given their change in status in 2018. The table below describes the time-based awards made to our named executive officers for 2018.
|
2018 Time-Based Awards
|
||||
Executive
|
Number of Shares
|
|
Award Date
|
Vesting Date
|
Mr. McGraw
(1)
|
13,000
|
|
January 1, 2018
|
January 1, 2019
|
Mr. Waycaster
|
7,500
|
|
January 1, 2018
|
January 1, 2021
|
Mr. Chapman
|
5,000
|
|
January 1, 2018
|
January 1, 2021
|
Mr. Hart
(1)
|
2,933
|
|
January 1, 2018
|
January 1, 2019
|
Mr. Cochran
|
4,000
|
|
January 1, 2018
|
January 1, 2021
|
(1)
|
Awards for Messrs. McGraw and Hart were determined with reference to awards made to them in 2017, reduced to generally correspond to the 40% base salary reductions that occurred on May 1, 2018 and September 1, 2018, respectively.
|
•
|
Performance-Based Awards With Three-Year Performance Cycle.
For 2018, we increased the performance cycle applicable to our performance-based awards from one year to three years, permitting us to evaluate and reward longer-term performance. These awards will vest, if at all, on December 31, 2020. Payouts will be determined using three new Company-wide performance measures: (1) ROTCE, (2) return on average tangible assets, or ROTA, and (3) total shareholder return, or TSR, all measured relative to our performance peer group.
|
2018 PERFORMANCE MEASURES - THREE-YEAR PERFORMANCE CYCLE
|
|||||
Performance Measure
|
Weight
|
Threshold Performance
|
Target Performance
|
Superior Performance
|
|
|
|
Peer Percentile
|
|||
Return on average tangible common equity
|
40
|
%
|
25th
|
50th
|
75th
|
Return on average tangible assets
|
40
|
%
|
25th
|
50th
|
75th
|
Total shareholder return
|
20
|
%
|
25th
|
50th
|
75th
|
2018 POTENTIAL LTIP PAYOUTS - THREE-YEAR PERFORMANCE CYCLE
|
||||||
|
Threshold
|
Target
|
Superior
|
|||
Mr. McGraw
(1)
|
6,000
|
|
9,000
|
|
13,500
|
|
Mr. Waycaster
|
5,000
|
|
7,500
|
|
11,250
|
|
Mr. Chapman
|
3,333
|
|
5,000
|
|
7,500
|
|
Mr. Hart
(1)
|
1,600
|
|
2,400
|
|
3,600
|
|
Mr. Cochran
|
2,667
|
|
4,000
|
|
6,000
|
|
(1)
|
Awards for Messrs. McGraw and Hart were determined with reference to awards made to them in 2017, reduced to correspond to the 40% reduction in their base salaries that occurred during 2018.
|
•
|
Transition Awards.
To provide an orderly transition to our new three-year performance cycle, the committee also made performance-based awards with a one-year performance cycle. These “transition” awards use the following performance measures: ROTCE and ROTA, measured relative to our performance peer group, and EPS, measured on an absolute basis.
|
2018 PERFORMANCE MEASURES - TRANSITION AWARDS
|
|||||||||||
Performance Measure
|
Weight
|
Threshold Performance
|
Target Performance
|
Superior Performance
|
|||||||
|
|
Peer Percentile
|
|||||||||
Return on average angible common equity
|
40
|
%
|
25th
|
|
50th
|
|
75th
|
|
|||
Return on average tangible assets
|
40
|
%
|
25th
|
|
50th
|
|
75th
|
|
|||
Diluted earnings per share
|
20
|
%
|
$
|
2.75
|
|
$
|
2.89
|
|
$
|
3.03
|
|
(1)
|
Awards for Messrs. McGraw and Hart were determined with reference to awards made to them in 2017, reduced to correspond to the 40% reduction in their base salaries that occurred during 2018.
|
2018 LTIP PAYOUTS - TRANSITION AWARDS
|
|||||||||||||
|
Results
|
Payouts
|
|||||||||||
Performance Measure
|
% of Award
|
|
Award Level
|
Mr. McGraw
|
|
Mr. Waycaster
|
|
Mr. Chapman
|
|
Mr. Hart
|
|
Mr. Cochran
|
|
ROTCE
|
40
|
%
|
138.00% of Target
|
6,072
|
|
4,140
|
|
2,760
|
|
1,619
|
|
2,208
|
|
ROTA
|
40
|
%
|
134.00% of Target
|
5,896
|
|
4,020
|
|
2,680
|
|
1,572
|
|
2,144
|
|
EPS
|
20
|
%
|
102.77% of Target
|
2,829
|
|
1,929
|
|
1,286
|
|
755
|
|
1,029
|
|
Total
|
100
|
%
|
|
14,797
|
|
10,089
|
|
6,726
|
|
3,946
|
|
5,381
|
|
Albert J. Dale, III, Chairman
|
|
John M. Creekmore
|
Richard L. Heyer, Jr.
|
|
Neal A. Holland, Jr.
|
J. Niles McNeel, Vice Chairman
|
|
|
COMPENSATION TABLES
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock Awards
|
Option Awards
|
Non-Equity Incentive
Plan Compensation |
Changes in Pension Value and Non-qualified Deferred Compensation Earnings
|
All Other Compensation
|
Total
|
||||||||||||||||
A
|
B
|
C
|
D
|
E
|
F
|
G
|
H
|
I
|
J
|
||||||||||||||||
E. Robinson McGraw
(1)
Principal Executive Officer
|
2018
|
$
|
617,077
|
|
$
|
—
|
|
$
|
1,349,370
|
|
$
|
—
|
|
$
|
737,138
|
|
$
|
69,189
|
|
$
|
102,610
|
|
$
|
2,875,384
|
|
2017
|
800,000
|
|
—
|
|
1,266,600
|
|
—
|
|
728,700
|
|
133,464
|
|
109,499
|
|
3,038,263
|
|
|||||||||
2016
|
750,000
|
|
—
|
|
746,880
|
|
—
|
|
449,521
|
|
12,376
|
|
91,946
|
|
2,050,723
|
|
|||||||||
C. Mitchell Waycaster
(1)
Principal Executive Officer
|
2018
|
630,000
|
|
—
|
|
920,025
|
|
|
|
752,575
|
|
44,000
|
|
80,435
|
|
2,427,035
|
|
||||||||
2017
|
510,000
|
|
—
|
|
422,200
|
|
—
|
|
348,410
|
|
28,525
|
|
75,898
|
|
1,385,033
|
|
|||||||||
2016
|
450,000
|
|
—
|
|
217,840
|
|
—
|
|
165,531
|
|
1,105
|
|
58,502
|
|
892,978
|
|
|||||||||
Kevin D. Chapman
Principal Financial Officer
|
2018
|
475,000
|
|
—
|
|
613,350
|
|
—
|
|
425,563
|
|
206
|
|
73,070
|
|
1,587,189
|
|
||||||||
2017
|
425,000
|
|
—
|
|
846,560
|
|
—
|
|
238,886
|
|
190
|
|
72,030
|
|
1,582,666
|
|
|||||||||
2016
|
375,000
|
|
—
|
|
217,840
|
|
—
|
|
140,504
|
|
—
|
|
54,290
|
|
787,634
|
|
|||||||||
R. Rick Hart
Executive Vice President
|
2018
|
445,477
|
|
—
|
|
337,997
|
|
—
|
|
166,297
|
|
100,009
|
|
73,586
|
|
1,123,366
|
|
||||||||
2017
|
508,000
|
|
—
|
|
337,760
|
|
—
|
|
201,487
|
|
106,466
|
|
79,685
|
|
1,233,398
|
|
|||||||||
2016
|
496,000
|
|
—
|
|
217,840
|
|
—
|
|
158,392
|
|
117,307
|
|
57,292
|
|
1,046,831
|
|
|||||||||
J. Scott Cochran
(2)
Executive Vice President
|
2018
|
400,000
|
|
—
|
|
490,680
|
|
—
|
|
298,641
|
|
422
|
|
68,548
|
|
1,258,291
|
|
||||||||
2017
|
375,000
|
|
—
|
|
337,760
|
|
—
|
|
236,772
|
|
594
|
|
71,398
|
|
1,021,524
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Bartow Morgan, Jr.
(3)
Executive Vice President
|
2018
|
147,115
|
|
130,950
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,547,100
|
|
2,825,165
|
|
||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
(1)
|
Mr. McGraw served as our chief executive officer, and principal executive officer, from January 2018 through April 2018. Mr. Waycaster served as our chief executive officer, and principal executive officer, from May 1, 2018 through the end of 2018.
|
(2)
|
Mr. Cochran became a named executive in 2017. SEC rules permit us to omit compensation information for years prior to the individual becoming a named executive officer.
|
(3)
|
Mr. Morgan became a named executive officer in 2018 in connection with our acquisition of Brand. As part of the acquisition, Mr. Morgan and Brand negotiated and entered into an agreement providing for the termination and disposition of certain benefits and perquisites provided to him by Brand, including the payout of designated amounts. We agreed to make the payments if not completed by Brand prior to the acquisition. Because these payments relate to services performed by Mr. Morgan for Brand, they are not reflected in the
2018 Summary Compensation Table
above or described elsewhere in this proxy statement. Details about these payments may be found in the proxy statement/prospectus relating to the Brand acquisition that we filed with the SEC on June 27, 2018.
|
•
|
Column C - Salary
- Amounts included in this column represent base salary earned by our named executives in 2018, 2017 and 2016, some of which may have been voluntarily deferred under our 401(k) plan or our two non-qualified deferred compensation plans, the Deferred Income Plan and the DSU Plan.
|
•
|
Column D - Bonus
- Amounts in this column report cash bonuses paid on a discretionary basis. Discretionary bonuses were not a component of our compensation program during 2018, 2017 or 2016. Mr. Morgan received a prorated bonus for his service after our acquisition of Brand. We consider this a discretionary bonus because it was not made using the performance measures applicable during 2018 under our PBRP
.
|
•
|
Columns E and F - Stock Awards; Option Awards
- Amounts in these columns represent the value of non-cash compensation granted or awarded under our LTIP, which may be performance-based or time-based. Performance-based awards may or may not be earned by any executive, depending upon the achievement of performance objectives. Options were not a component of our compensation during 2018, 2017 or 2016.
|
•
|
Column G - Non-Equity Incentive Plan Compensation
-
Amounts in this column represent cash bonuses paid under our PBRP based upon the achievement of performance measures. Some of these amounts may have been voluntarily deferred under our 401(k) plan, Deferred Income Plan or DSU Plan.
|
•
|
Column H - Changes in Pension Value and Non-qualified Deferred Compensation Earnings
-
Amounts in this column represent (1) changes in the actuarial value of benefits accrued under our tax-qualified pension plan and Mr. Hart’s non-qualified supplemental executive retirement plans, or SERPs, and (2) any above-market earnings credited under our Deferred Income Plan.
|
•
|
Column I - All Other Compensation
-
Amounts in this column represent the value of other compensation we pay or provide to our named executives, such as car allowances and membership dues.
|
2018 ABOVE-MARKET EARNINGS AND ACCRUALS
|
|||||||||
Name
|
Above-market Earnings
|
Pension Plan Accruals
|
SERP Accruals
|
||||||
Mr. McGraw
|
$
|
5,916
|
|
$
|
63,273
|
|
$
|
—
|
|
Mr. Waycaster
|
393
|
|
43,607
|
|
—
|
|
|||
Mr. Chapman
|
206
|
|
—
|
|
—
|
|
|||
Mr. Hart
|
2,450
|
|
—
|
|
97,559
|
|
|||
Mr. Cochran
|
422
|
|
—
|
|
—
|
|
COMPONENTS OF OTHER COMPENSATION PAID IN 2018
|
||||||||||||||||||||||||
Name
|
Plan Contributions
|
Insurance Premiums
|
Restricted Stock Dividends
|
Automobile Allowance
|
Professional and Civic Organizational/Country Club Dues
|
Deferred Income Contribution
|
Gross Up
|
Total
|
||||||||||||||||
Mr. McGraw
|
$
|
31,640
|
|
$
|
1,879
|
|
$
|
25,170
|
|
$
|
15,600
|
|
$
|
10,053
|
|
$
|
5,458
|
|
$
|
12,810
|
|
$
|
102,610
|
|
Mr. Waycaster
|
31,640
|
|
8,887
|
|
20,855
|
|
12,000
|
|
7,053
|
|
—
|
|
—
|
|
80,435
|
|
||||||||
Mr. Chapman
|
31,640
|
|
1,950
|
|
23,220
|
|
12,000
|
|
4,260
|
|
—
|
|
—
|
|
73,070
|
|
||||||||
Mr. Hart
|
31,640
|
|
13,949
|
|
6,397
|
|
12,000
|
|
9,600
|
|
—
|
|
—
|
|
73,586
|
|
||||||||
Mr. Cochran
|
31,640
|
|
4,165
|
|
13,690
|
|
12,000
|
|
7,053
|
|
—
|
|
—
|
|
68,548
|
|
||||||||
Mr. Morgan
|
4,154
|
|
2,537,891
|
|
—
|
|
4,000
|
|
1,055
|
|
—
|
|
—
|
|
2,547,100
|
|
2018 PLAN-BASED AWARDS
(1)
|
|||||||||||||||||
|
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan (PBRP)
|
Estimated Possible Payouts Under Equity Incentive Plan (LTIP)
|
|
||||||||||||
Name
|
Grant Date
|
Date of Compensation Committee Action
|
Threshold ($)
|
Target ($)
|
Superior ($)
|
Threshold (#)
|
Target
(#)
|
|
Superior (#)
|
Grant Date Fair Value of Stock and Option Awards ($)
|
|||||||
A
|
B
|
C
|
D
|
E
|
F
|
G
|
H
|
|
I
|
J
|
|||||||
Mr. McGraw
|
1/1/2018
|
12/13/2017
|
246,831
|
|
493,662
|
|
987,323
|
|
7,333
|
|
11,000
|
|
(2)
|
16,500
|
|
449,790
|
|
|
1/1/2018
|
12/13/2017
|
|
|
|
6,000
|
|
9,000
|
|
(3)
|
13,500
|
|
368,010
|
|
|||
|
1/1/2018
|
12/13/2017
|
|
|
|
|
13,000
|
|
(4)
|
|
531,570
|
|
|||||
Mr. Waycaster
|
1/1/2018
|
12/13/2017
|
252,000
|
|
504,000
|
|
1,008,000
|
|
5,000
|
|
7,500
|
|
(2)
|
11,250
|
|
306,675
|
|
|
1/1/2018
|
12/13/2017
|
|
|
|
5,000
|
|
7,500
|
|
(3)
|
11,250
|
|
306,675
|
|
|||
|
1/1/2018
|
12/13/2017
|
|
|
|
|
7,500
|
|
(4)
|
|
306,675
|
|
|||||
Mr. Chapman
|
1/1/2018
|
12/13/2017
|
142,500
|
|
285,000
|
|
570,000
|
|
3,333
|
|
5,000
|
|
(2)
|
7,500
|
|
204,450
|
|
|
1/1/2018
|
12/13/2017
|
|
|
|
3,333
|
|
5,000
|
|
(3)
|
7,500
|
|
204,450
|
|
|||
|
1/1/2018
|
12/13/2017
|
|
|
|
|
5,000
|
|
(4)
|
|
204,450
|
|
|||||
Mr. Hart
|
1/1/2018
|
12/13/2017
|
111,369
|
|
222,739
|
|
445,477
|
|
1,955
|
|
2,933
|
|
(2)
|
4,400
|
|
119,930
|
|
|
1/1/2018
|
12/13/2017
|
|
|
|
1,600
|
|
2,400
|
|
(3)
|
3,600
|
|
98,136
|
|
|||
|
1/1/2018
|
12/13/2017
|
|
|
|
|
2,933
|
|
(4)
|
|
119,930
|
|
|||||
Mr. Cochran
|
1/1/2018
|
12/13/2017
|
100,000
|
|
200,000
|
|
400,000
|
|
2,667
|
|
4,000
|
|
(2)
|
6,000
|
|
163,560
|
|
|
1/1/2018
|
12/13/2017
|
|
|
|
2,667
|
|
4,000
|
|
(3)
|
6,000
|
|
163,560
|
|
|||
|
1/1/2018
|
12/13/2017
|
|
|
|
|
4,000
|
|
(4)
|
|
163,560
|
|
(1)
|
Mr. Morgan was not eligible to receive a plan-based award in 2018.
|
(2)
|
Represents shares subject to the performance measures discussed in the CD&A above and a one-year performance cycle.
|
(3)
|
Represents shares subject to the performance measures discussed in the CD&A above and a three-year performance cycle.
|
(4)
|
Represents shares subject to time-based vesting. Mr. McGraw’s and Mr. Hart’s awards are subject to a one-year service vesting period, while the remaining time-based awards are subject to a three-year service vesting period.
|
OUTSTANDING STOCK AWARDS
|
||||||||
Name
|
Number of Securities that have not Vested (#)
|
Market Value of Securities that have not Vested ($)
|
Equity Incentive Plan Awards: Number of Unearned Securities that have not Vested (#)
|
Equity Incentive Plan Awards: Market Value of Unearned Securities that have not Vested ($)
|
||||
A
|
B
|
C
|
D
|
E
|
||||
Mr. McGraw
|
13,000
|
|
392,340
|
|
9,000
|
|
271,620
|
|
Mr. Waycaster
|
16,000
|
|
482,880
|
|
7,500
|
|
226,350
|
|
Mr. Chapman
|
20,500
|
|
618,690
|
|
5,000
|
|
150,900
|
|
Mr. Hart
|
2,933
|
|
88,518
|
|
2,400
|
|
72,432
|
|
Mr. Cochran
|
11,500
|
|
347,070
|
|
4,000
|
|
120,720
|
|
OPTION EXERCISES AND STOCK VESTED DURING 2018
|
||||||||
|
Options Grants
|
Restricted Stock Awards
|
||||||
Name
|
Number of Shares Acquired on Exercise
(#)
|
Value Realized on Exercise
($)
|
Number of Shares Acquired on Vesting
(#)
|
Value Realized on Vesting
($)
|
||||
A
|
B
|
C
|
D
|
E
|
||||
Mr. McGraw
|
—
|
|
—
|
|
29,797
|
|
1,059,911
|
|
Mr. Waycaster
|
—
|
|
—
|
|
10,089
|
|
304,473
|
|
Mr. Chapman
|
—
|
|
—
|
|
10,726
|
|
383,902
|
|
Mr. Hart
|
—
|
|
—
|
|
3,946
|
|
119,080
|
|
Mr. Cochran
|
—
|
|
—
|
|
5,381
|
|
162,386
|
|
PENSION AND SERP BENEFITS FOR 2018
|
||||||||
Name
|
Type of Plan
|
Years of Credited Service
|
Present Value of Accumulated Benefit
|
Payments Made in 2018
|
||||
A
|
B
|
C
|
D
|
E
|
||||
Mr. McGraw
|
Defined Benefit Pension Plan
|
23
|
$
|
1,140,397
|
|
$
|
—
|
|
Mr. Waycaster
|
Defined Benefit Pension Plan
|
18
|
230,168
|
|
—
|
|
||
Mr. Hart
|
SERP
|
10
|
2,302,434
|
|
—
|
|
DEFERRED INCOME PLAN
|
|||||||||||||||
Name
|
2018 Contributions by Executive
|
2018 Contributions by Company
|
Aggregate Earnings
|
Aggregate Distributions
|
Balance as of Dec. 31, 2018
|
||||||||||
A
|
B
|
C
|
D
|
E
|
F
|
||||||||||
Mr. McGraw
|
$
|
10,400
|
|
$
|
5,458
|
|
$
|
32,520
|
|
$
|
—
|
|
$
|
795,615
|
|
Mr. Waycaster
|
1,200
|
|
—
|
|
3,196
|
|
—
|
|
83,355
|
|
|||||
Mr. Chapman
|
—
|
|
—
|
|
(236
|
)
|
—
|
|
4,658
|
|
|||||
Mr. Hart
|
—
|
|
—
|
|
19,199
|
|
10,283
|
|
489,463
|
|
|||||
Mr. Cochran
|
6,000
|
|
—
|
|
3,455
|
|
—
|
|
92,539
|
|
•
|
Mr. Waycaster’s annual total compensation (including health insurance premiums) was
$2,433,574
.
|
•
|
The annual total compensation of our median employee (including health insurance premiums) was
$57,932
; our median employee works as a mortgage loan processor at one of our Mississippi locations.
|
•
|
The ratio of Mr. Waycaster’s annual total compensation to the annual total compensation of our median employee was
42.0
to 1 (we refer to this ratio as the “CEO pay ratio”).
|
•
|
We first determined our employees as of December 31, 2018. Full-time, part-time, seasonal and temporary employees, and employees who joined us when we completed the Brand acquisition on September 1, 2018, were included, but independent contractors, leased employees and similar workers were not. On December 31, 2018, our total employee population was 2,432, and the number of independent contractors, leased employees and similar workers was not material.
|
•
|
We then “ordered” our employees based on a consistently-applied, representative measure of compensation we selected, which was total cash compensation paid to each employee. We adjusted these amounts by annualizing the compensation for full-time and part-time individuals who were employed on December 31, 2018 but did not work the entire year, including former Brand employees who joined us when we completed the acquisition. No full-time equivalent adjustments were made for part-time individuals, and we did not annualize the compensation of any temporary or seasonal employees.
|
•
|
Termination by the Company for cause;
|
•
|
Retirement or other voluntary termination;
|
•
|
Death or disability;
|
•
|
Termination by the Company without cause or a named executive’s constructive termination;
|
•
|
Termination in connection with a change in control; or
|
•
|
The expiration of an employment agreement.
|
•
|
Each executive may not solicit our customers and depositors or our employees for two years following his separation for any reason, except for Mr. Hart, whose covenant has a one-year duration.
|
•
|
Each executive is subject to a non-competition restriction that begins at the time of his separation. The duration of the restriction is two years for Mr. McGraw and one year for Mr. Hart. The duration of the restriction for Messrs. Waycaster, Chapman, Cochran and Morgan is two years for separation following a change in control and one year following other types of separation.
|
•
|
Each executive must protect our confidential information and trade secrets indefinitely.
|
•
|
For eligible employees employed by the Company as of December 31, 2004, including their eligible dependents, we provide access to retiree medical benefits until age 65, and we pay a portion of the premium; only Mr. Waycaster is covered under the plan. If Mr. Waycaster had retired as of December 31, 2018, he would receive contributions towards retiree coverage in an approximate amount of $7,375, representing contributions for Mr. Waycaster and his spouse.
|
•
|
If a named executive retires during our fiscal year, he will receive his annual cash bonus under the PBRP, to the extent that applicable performance measures are achieved during the fiscal year in which his retirement occurs, prorated to reflect his period of service before retirement.
|
•
|
If a named executive retires during our fiscal year, he will receive his performance-based restricted stock award at the end of the applicable performance cycle, to the extent that applicable performance measures are achieved during the cycle, subject to proration to reflect his period of service before retirement.
|
•
|
Time-based restricted stock awards will be prorated based on actual service prior to retirement and vest.
|
•
|
For all of our officers, including our named executives, we provide life insurance protection in an amount equal to 250% of each officer’s base salary, subject to medical underwriting if the amount of the coverage exceeds $600,000.
|
•
|
Each of our named executives, other than Mr. McGraw, will receive a cash bonus under the PBRP, to the extent that performance measures are achieved during the applicable performance cycle in which his death or disability occurs, prorated to reflect the period of service before death or disability. Mr. McGraw will receive the amount of his target bonus, prorated to reflect his period of service.
|
•
|
For our named executives, other than Mr. McGraw, each executive’s performance-based restricted stock award will vest at the end of the applicable performance cycle to the extent that the performance measures are acheived, subject to proration for service rendered before death or disability. Mr. McGraw will receive his target award at the time of his death or disability, prorated to reflect his period of service during the applicable performance cycle.
|
•
|
Each executive’s time-based restricted stock award will be prorated for service rendered before his death or disability and vest.
|
•
|
Messrs. McGraw and Waycaster, who participate in our Deferred Income Plan, will receive a preretirement death benefit in the event either should die while employed by us.
|
•
|
He will receive a cash payment equal to two times his annualized base salary and the amount of his target bonus;
|
•
|
His performance-based restricted stock awards, which will vest at target;
|
•
|
His time-based restricted stock award, which will vest and be prorated based upon his period of service; and
|
•
|
We will pay premiums for the period of continuation coverage available to him and his eligible dependents under Section 4980B of the Internal Revenue Code, commonly referred to as “COBRA.”
|
•
|
A cash payment equal to his annualized base salary for the remainder of the current term of the agreement, but not less than 12 months; Mr. Hart will receive his annualized base salary;
|
•
|
His target bonus prorated to reflect service during the performance cycle prior to his termination; Mr. Hart's target bonus is not subject to proration;
|
•
|
His performance-based restricted stock awards, which will be determined at the end of the performance cycle and prorated to reflect his service prior to his termination;
|
•
|
His time-based restricted stock award, which will be prorated to reflect his service prior to his termination and vest; and
|
•
|
COBRA continuation coverage premiums for the executive and his eligible dependents for a maximum period
|
•
|
If Mr. McGraw’s employment agreement expires and his employment ceases, he will receive his target bonus for the year of expiration, and restricted stock awards will vest and be awarded in amounts determined as if he had retired.
|
•
|
If before January 1, 2021, we provide notice of non-renewal to any of Messrs. Chapman, Waycaster or Cochran and his employment then ceases, he will receive the compensation and benefits due in the event of a constructive termination, as described above. If we provide notice of non-renewal after January 1, 2021, or if either of Messrs. Chapman, Waycaster or Cochran provides notice of non-renewal at any time, no additional amount is due under the agreement. Mr. Morgan’s employment agreement has a similar provision, except that the date after which our notice of non-renewal no longer entitles him to compensation is August 31, 2023.
|
•
|
For payouts under the PBRP, we have included the actual payout for 2018, regardless of the reason for the payout.
|
•
|
For one-year time-based restricted stock awards, we have included the full value of the award, regardless of the reason for payout. For three-year time based restricted stock awards, we have included the value of a prorated award, except in the event of a change in control. In the event of a change in control, we have assumed that the double trigger was satisfied as of December 31, 2018, and we have included the full value of three-year time based awards.
|
•
|
For one-year performance-based restricted stock awards, we have included the actual payout determined at the end of the performance cycle, December 31, 2018, except that we have included the target payout in the event of a change in control. For three-year performance-based restricted stock awards, we have assumed a payout at target and prorated the award, except in the event of a change in control. In the event of a change in control, we have assumed that the double trigger was satisfied as of December 31, 2018; payouts are reported at target.
|
•
|
The value of our stock on December 31, 2018 was $30.18 per share.
|
|
Disability
|
Death
|
Termination Without Cause/Constructive Termination
|
Change in
Control
(3)
|
Expiration of Agreement
|
||||||||||
Cash Payments
(1)
|
$
|
493,662
|
|
$
|
493,662
|
|
$
|
1,727,816
|
|
$
|
4,703,028
|
|
$
|
493,662
|
|
Awards of performance-based restricted stock
(1)(2)
|
422,520
|
|
422,520
|
|
603,600
|
|
603,600
|
|
422,520
|
|
|||||
Awards of time-based restricted stock
|
392,340
|
|
392,340
|
|
392,340
|
|
392,340
|
|
392,340
|
|
|||||
COBRA Premiums (18 months)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Death Benefit
|
—
|
|
1,001,936
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
1,308,522
|
|
$
|
2,310,458
|
|
$
|
2,723,756
|
|
$
|
5,698,968
|
|
$
|
1,308,522
|
|
(1)
|
In the event of death or disability, Mr. McGraw would receive a payout of his target bonus under the PBRP and his performance-based restricted stock awards at the target level, each prorated to reflect his period of service during the applicable performance cycle.
|
(2)
|
In the event of termination without cause or a constructive termination, Mr. McGraw would receive a payout of his target shares.
|
(3)
|
As of December 31, 2018, Mr. McGraw would receive a cash payment calculated as 2.99 times his base salary and average bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.
|
|
Disability
|
Death
|
Termination Without Cause/Constructive Termination
|
Change in
Control
(1)
|
Expiration of Agreement
|
||||||||||
Cash Payments
|
$
|
752,575
|
|
$
|
752,575
|
|
$
|
1,382,575
|
|
$
|
3,529,673
|
|
$
|
1,382,575
|
|
Awards of performance-based restricted stock
|
379,936
|
|
379,936
|
|
379,936
|
|
452,700
|
|
379,936
|
|
|||||
Awards of time-based restricted stock
|
281,680
|
|
281,680
|
|
281,680
|
|
281,680
|
|
281,680
|
|
|||||
COBRA Premiums (18 months)
|
—
|
|
—
|
|
20,166
|
|
20,166
|
|
20,166
|
|
|||||
Death Benefit
|
—
|
|
337,725
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
1,414,191
|
|
$
|
1,751,916
|
|
$
|
2,064,357
|
|
$
|
4,284,219
|
|
$
|
2,064,357
|
|
(1)
|
As of December 31, 2018, Mr. Waycaster would receive a cash payment calculated as 2.99 times his base salary and average bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.
|
|
Disability
|
Death
|
Termination Without Cause/Constructive Termination
|
Change in
Control
(1)
|
Expiration of Agreement
|
||||||||||
Cash Payments
|
$
|
425,563
|
|
$
|
425,563
|
|
$
|
900,563
|
|
$
|
2,018,061
|
|
$
|
900,563
|
|
Awards of performance-based restricted stock
|
253,291
|
|
253,291
|
|
253,291
|
|
301,800
|
|
253,291
|
|
|||||
Awards of time-based restricted stock
|
316,890
|
|
316,890
|
|
316,890
|
|
316,890
|
|
316,890
|
|
|||||
COBRA Premiums (18 months)
|
—
|
|
—
|
|
37,636
|
|
37,636
|
|
37,636
|
|
|||||
Total
|
$
|
995,744
|
|
$
|
995,744
|
|
$
|
1,508,380
|
|
$
|
2,674,387
|
|
$
|
1,508,380
|
|
(1)
|
As of December 31, 2018, Mr. Chapman would receive a cash payment calculated as 2.5 times his base salary and average bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.
|
|
Disability
|
Death
|
Termination Without Cause/Constructive Termination
|
Change in
Control
(1)
|
Expiration of Agreement
|
||||||||||
Cash Payments
|
$
|
166,297
|
|
$
|
166,297
|
|
$
|
611,774
|
|
$
|
1,057,840
|
|
$
|
—
|
|
Awards of performance-based restricted stock
|
143,234
|
|
143,234
|
|
143,234
|
|
160,950
|
|
—
|
|
|||||
Awards of time-based restricted stock
|
88,518
|
|
88,518
|
|
88,518
|
|
88,518
|
|
—
|
|
|||||
COBRA Premiums (18 months)
|
—
|
|
—
|
|
9,713
|
|
9,713
|
|
—
|
|
|||||
Total
|
$
|
398,049
|
|
$
|
398,049
|
|
$
|
853,239
|
|
$
|
1,317,021
|
|
$
|
—
|
|
(1)
|
As of of December 31, 2018, Mr. Hart would receive a cash payment calculated as 2.99 times his base salary and average bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.
|
|
Disability
|
Death
|
Termination Without Cause/Constructive Termination
|
Change in
Control
(1)
|
Expiration of Agreement
|
||||||||||
Cash Payments
|
$
|
298,641
|
|
$
|
298,641
|
|
$
|
698,641
|
|
$
|
1,669,266
|
|
$
|
698,641
|
|
Awards of performance-based restricted stock
|
202,639
|
|
202,639
|
|
202,639
|
|
241,440
|
|
202,639
|
|
|||||
Awards of time-based restricted stock
|
226,350
|
|
226,350
|
|
226,350
|
|
226,350
|
|
226,350
|
|
|||||
COBRA Premiums (18 months)
|
—
|
|
—
|
|
31,041
|
|
31,041
|
|
31,041
|
|
|||||
Total
|
$
|
727,630
|
|
$
|
727,630
|
|
$
|
1,158,671
|
|
$
|
2,168,097
|
|
$
|
1,158,671
|
|
(1)
|
As of December 31, 2018, Mr. Cochran would receive a cash payment calculated as 2.5 times his base salary and average bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.
|
|
Disability
|
Death
|
Termination Without Cause/Constructive Termination
|
Change in
Control
(1)
|
Expiration of Agreement
|
||||||||||
Cash Payments
|
$
|
130,950
|
|
$
|
130,950
|
|
$
|
580,950
|
|
$
|
1,452,375
|
|
$
|
580,950
|
|
COBRA Premiums (18 months)
|
—
|
|
—
|
|
29,001
|
|
29,001
|
|
29,001
|
|
|||||
Total
|
$
|
130,950
|
|
$
|
130,950
|
|
$
|
609,951
|
|
$
|
1,481,376
|
|
$
|
609,951
|
|
(1)
|
As of December 31, 2018, Mr. Morgan would receive a cash payment calculated as 2.5 times his annual base salary ($450,000) and bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.
|
REPORT OF THE AUDIT COMMITTEE
|
John T. Foy, Chairman
|
|
Marshall H. Dickerson, Vice Chairman
|
Jill V. Deer
|
|
Connie L. Engel
|
J. Niles McNeel
|
|
Michael D. Shmerling
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
|
|
2018
|
|
2017
|
Audit Fees
(1)
|
$814,900
|
|
$786,000
|
Audit-related Fees
(2)
|
36,100
|
|
35,050
|
Tax Fees
|
—
|
|
—
|
All Other Fees
|
—
|
|
—
|
Total
|
$851,000
|
|
$821,050
|
(1)
|
Audit fees included fees and expenses associated with the audit of our annual financial statements, the reviews of the financial statements in our quarterly reports on Form 10-Q and regulatory and statutory filings.
|
(2)
|
Audit-related fees primarily included fees and expenses associated with the audits of the financial statements of certain employee benefit plans and other required procedures.
|
VOTING YOUR SHARES
|
•
|
Using the internet, at www.envisionreports.com/RNST. To vote via the internet, you will need the control number that is included on your proxy card or in the Notice.
|
•
|
Using a toll free telephone number, at 1-800-652-VOTE (8683). You will need the control number that is included on your proxy card or in the Notice.
|
•
|
By completing and mailing your proxy card to the address included on the card, if you received a paper copy of the proxy statement and proxy card.
|
•
|
“FOR”
the election of nominee Connie L. Engel as a Class 1 director;
|
•
|
“FOR”
the election of nominees John M. Creekmore, Jill V. Deer, Neal A. Holland, Jr., E. Robinson McGraw and Sean M. Suggs as Class 2 directors;
|
•
|
“FOR”
the adoption of the non-binding advisory resolution approving the compensation of our named executive officers; and
|
•
|
“FOR”
the ratification of the appointment of HORNE LLP as our independent registered public accountants for 2019.
|
•
|
Provide written notice to our Secretary before the annual meeting;
|
•
|
Provide a subsequent proxy either by telephone or on the internet;
|
•
|
Deliver a signed proxy card dated later than a previous proxy; or
|
•
|
Appear in person and vote at the annual meeting, if you are the record owner of our stock or you obtain a broker representation letter from your bank, broker or other record holder of our common stock.
|
PROPOSALS
|
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF
CONNIE L. ENGEL AS A CLASS 1 DIRECTOR TO THE BOARD OF DIRECTORS.
|
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF JOHN M. CREEKMORE, JILL V. DEER, NEAL A. HOLLAND, JR., E. ROBINSON MCGRAW AND SEAN M. SUGGS AS CLASS 2 DIRECTORS TO THE BOARD OF DIRECTORS.
|
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
|
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF HORNE LLP AS INDEPENDENT REGISTER PUBLIC ACCOUNTANTS FOR 2019.
|
STOCK OWNERSHIP
|
Name and Address
|
Number of Shares Beneficially Owned
|
Percent of Class
|
|||
The Vanguard Group, Inc.
|
4,649,007
|
|
(1)
|
7.93
|
%
|
100 Vanguard Boulevard
|
|
|
|
||
Malvern, Pennsylvania 19355
|
|
|
|
||
BlackRock, Inc.
|
3,630,777
|
|
(2)
|
6.19
|
%
|
55 East 52nd Street
|
|
|
|
||
New York, New York 10055
|
|
|
|
||
Dimensional Fund Advisors LP
|
3,265,284
|
|
(3)
|
5.57
|
%
|
Building One
|
|
|
|
||
6300 Bee Cave Road
|
|
|
|
||
Austin, Texas 78746
|
|
|
|
(1)
|
The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 2) filed with the SEC on February 11, 2019 by The Vanguard Group, Inc. (“Vanguard”) reporting beneficial ownership as of
December 31, 2018
. Of the
4,649,007
shares covered by the Schedule 13G, Vanguard has sole voting power with respect to
46,961
shares, shared voting power with respect to 6,407 shares, sole dispositive power with respect to 4,600,321 shares and shared dispositive power with respect to 48,686 shares. According to the Schedule 13G, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 42,279 shares as a result of it serving as investment manager of collective trust accounts, and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 11,089 shares as a result of it serving as investment manager of Australian investment offerings.
|
(2)
|
The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 9) filed with the SEC on February 6, 2019 by BlackRock, Inc. (“BlackRock”) reporting beneficial ownership as of
December 31, 2018
. Of the
3,630,777
shares covered by the Schedule 13G, BlackRock has sole voting power with respect to
3,406,964
shares and sole dispositive power with respect to all of the shares. No one person or entity's interest in our common stock is more than 5% of our total outstanding common shares.
|
(3)
|
The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 9) filed with the SEC on February 8, 2019 by Dimensional Fund Advisors LP (“Dimensional”) reporting beneficial ownership as of
December 31, 2018
. Of the
3,265,284
shares covered by the Schedule 13G, Dimensional has sole voting power with respect to
3,165,298
shares and sole dispositive power with respect to all of the shares. Dimensional is a registered investment advisor that furnishes investment advice to four registered investment companies and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (these companies, trusts and accounts are referred to as the “Funds”). The Funds are the owners of the shares covered by the Schedule 13G; to the knowledge of Dimensional, no single Fund owns more than 5% of our common stock. Dimensional disclaims beneficial ownership of the shares of our common stock owned by the Funds
|
|
|
Amount and Nature of Beneficial Ownership
|
|
|
|
|
|||||||||||
|
|
Direct
|
|
Options Exercisable Within 60 Days
|
|
Other
|
|
Total
|
|
Percent
|
|||||||
Directors and Nominees
:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Donald Clark, Jr.
|
|
5,517
|
|
|
|
|
|
|
18,197
|
|
(2)
|
|
23,714
|
|
|
*
|
|
John M. Creekmore
|
|
17,287
|
|
|
|
|
|
|
|
|
|
|
17,287
|
|
|
*
|
|
Albert J. Dale, III
|
|
26,546
|
|
|
|
|
|
|
203
|
|
(3)
|
|
26,749
|
|
|
*
|
|
Jill V. Deer
|
|
9,823
|
|
|
|
|
|
|
|
|
|
|
9,823
|
|
|
*
|
|
Marshall H. Dickerson
|
|
9,908
|
|
(4)
|
|
|
|
|
|
|
|
|
9,908
|
|
|
*
|
|
Connie L. Engel
|
|
500
|
|
|
|
|
|
|
|
|
500
|
|
|
*
|
|
||
John T. Foy
|
|
35,731
|
|
|
|
|
|
|
|
|
|
|
35,731
|
|
|
*
|
|
Richard L. Heyer, Jr.
|
|
25,523
|
|
|
|
|
|
|
3,780
|
|
(5)
|
|
29,303
|
|
|
*
|
|
Neal A. Holland, Jr.
|
|
62,321
|
|
(6)
|
|
|
|
|
162,847
|
|
(6)
|
|
225,168
|
|
|
*
|
|
J. Niles McNeel
|
|
8,993
|
|
|
|
|
|
|
|
|
|
|
8,993
|
|
|
*
|
|
Michael D. Shmerling
|
|
159,357
|
|
(7)
|
|
|
|
|
1,519
|
|
(7)
|
|
160,876
|
|
|
*
|
|
Sean M. Suggs
|
|
748
|
|
|
|
|
|
|
|
|
748
|
|
|
*
|
|
||
Named Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
E. Robinson McGraw
|
|
231,146
|
|
(8)
|
|
|
|
|
|
|
|
|
231,146
|
|
|
*
|
|
C. Mitchell Waycaster
|
|
123,553
|
|
(9)
|
|
|
|
|
|
|
|
|
123,553
|
|
|
*
|
|
Kevin D. Chapman
|
|
92,812
|
|
(10)
|
|
|
|
|
|
|
|
|
92,812
|
|
|
*
|
|
R. Rick Hart
|
|
79,498
|
|
(11)
|
|
|
|
|
|
|
|
|
79,498
|
|
|
*
|
|
Scott Cochran
|
|
78,824
|
|
(12)
|
|
|
|
|
262
|
|
(12)
|
|
79,086
|
|
|
*
|
|
Bartow Morgan, Jr.
|
|
657,985
|
|
(13)
|
|
|
|
—
|
|
|
|
657,985
|
|
|
1.12
|
%
|
|
All directors, nominees and executive officers as a group (26 persons total)
|
|
1,926,954
|
|
|
|
20,750
|
|
|
187,565
|
|
|
|
2,135,269
|
|
|
3.64
|
%
|
(1)
|
For each non-employee director other than Ms. Engel and Mr. Suggs, direct ownership includes 1,010 shares representing an award of time-based restricted stock under the LTIP that will vest as of the 2019 annual meeting. Ms Engel and Mr. Suggs received awards of 500 and 748 shares of time-based restricted stock, respectively, reflecting when they joined the board in 2018. Each director possesses voting and dividend rights with respect to his or her shares.
|
(2)
|
Consists of 9,098 shares held in two individual retirement accounts owned by Mr. Clark's spouse and 9,099 shares held in a family trust of which Mr. Clark serves as the trustee.
|
(3)
|
These shares are held by Mr. Dale's grandchildren.
|
(4)
|
Of the shares owned by Mr. Dickerson,
4,885
shares are pledged as collateral for a loan from the Bank.
|
(5)
|
These shares are held by Dr. Heyer’s spouse.
|
(6)
|
Of the
shares listed as directly owned,
49,918
shares are pledged as collateral for a loan from the Bank. Other ownership consists of
1,303
shares held in an individual retirement account owned by Mr. Holland’s spouse, of which Mr. Holland is the beneficiary,
7,248
shares held by a family limited partnership, Holland Limited Partnership,
152,146
shares held by a family limited partnership, Holland Holdings, LP,
2,000
shares held in a living trust of which Mr. Holland serves as trustee, and
150
shares in a trust for his children.
|
(7)
|
Of the shares listed as directly owned,
139,834
shares are pledged as collateral for a loan. Other ownership includes 1,519 shares held by Mr. Shmerling's children.
|
(8)
|
Mr. McGraw is also the Chairman of our board of directors. His direct ownership includes 15,295 shares representing an award of time-based restricted stock under our LTIP and 30,180 shares representing target awards of performance-based restricted stock under our LTIP.
|
(9)
|
Mr. Waycaster is also a member of our board of directors. Direct ownership includes an aggregate of 15,791 shares allocated to Mr. Waycaster’s accounts under our 401(k) plan, over which he has voting power, 24,265 shares representing an award of time-based restricted stock under our LTIP and 31,030 shares representing target awards of performance-based restricted stock under our LTIP.
|
(10)
|
Direct ownership includes an aggregate of 5,673 shares allocated to Mr. Chapman’s account under our 401(k) plan, over which he has voting power, 24,650 shares representing an award of time-based restricted stock under our LTIP and 20,300 shares representing target awards of performance-based restricted stock under our LTIP.
|
(11)
|
Mr. Hart is also a member of our board of directors. Direct ownership includes an aggregate of 732 shares allocated to his account under our 401(k) plan, over which Mr. Hart has voting power, and 2,350 shares representing an award of time-based restricted stock under our LTIP and 7,100 shares representing target awards of performance-based restricted stock under our LTIP.
|
(12)
|
Direct ownership includes an aggregate of 2,095 shares allocated to Mr. Cochran's account under our 401(k) plan, over which he has voting power, 14,175 shares representing an award of time-based restricted stock under our LTIP and 16,350 shares representing target awards of performance-based restricted stock under the LTIP. Other ownership includes 262 shares held by Mr. Cochran's children.
|
(13)
|
Of the 657,985 shares listed as directly owned, 330,295 shares are pledged as collateral for a loan. Direct ownership includes an aggregate of 3,660 shares allocated to Mr. Morgan’s account under Brand's 401(k) plan, over which he has voting power, 6,175 shares representing an award of time-based restricted stock under our LTIP and 12,350 shares representing target awards of performance-based restricted stock under our LTIP (both stock awards were made in 2019; Mr. Morgan was not eligible to receive stock awards in 2018).
|
|
|
Stock Units Allocated under the DSU Plan
|
|
Directors and Nominees
:
|
|
|
|
Donald Clark, Jr.
|
|
—
|
|
John M. Creekmore
|
|
3,832
|
|
Albert J. Dale, III
|
|
3,947
|
|
Jill V. Deer
|
|
4,065
|
|
Marshall H. Dickerson
|
|
5,438
|
|
Connie L. Engel
|
|
479
|
|
John T. Foy
|
|
7,942
|
|
Richard L. Heyer, Jr.
|
|
8,611
|
|
Neal A. Holland, Jr.
|
|
3,335
|
|
J. Niles McNeel
|
|
7,827
|
|
Michael D. Shmerling
|
|
17,691
|
|
Sean M. Suggs
|
|
551
|
|
Named Executive Officers:
|
|
|
|
E. Robinson McGraw
|
|
7,194
|
|
C. Mitchell Waycaster
|
|
122
|
|
Kevin D. Chapman
|
|
—
|
|
R. Rick Hart
|
|
547
|
|
Scott Cochran
|
|
1,253
|
|
Bartow Morgan, Jr.
|
|
—
|
|
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
|
1 Year Renasant Chart |
1 Month Renasant Chart |
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