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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Filed by a party other than 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 28, 2020
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ITEMS OF BUSINESS
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1. Election of five Class 3 directors who will each serve a three-year term expiring in 2023;
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2.
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Approval of the Renasant Corporation 2020 Long-Term Incentive Compensation Plan;
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3.
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Adoption, in a non-binding advisory vote, of a resolution approving the compensation of our named executive officers;
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4.
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Ratification of the appointment of HORNE LLP as Renasant's independent registered public accountants for 2020; and
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5.
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Transaction of 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 21, 2020.
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ANNUAL REPORT
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Our proxy statement, proxy card and Annual Report on Form 10-K for the year ended December 31, 2019, which serves as our Annual Report to Shareholders but is not part of our solicitation materials, has been posted on our internet website at www.proxyvote.com. If you received a paper copy of the proxy statement and proxy card, our annual report is also enclosed.
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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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2019 Financial and Strategic Accomplishments...........................................................................
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2
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS.......................................................
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7
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Governing Documents and Practices...........................................................................................
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7
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Board of Directors.........................................................................................................................
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9
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Director Independence.................................................................................................................
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10
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Board Leadership Structure..........................................................................................................
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11
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Board Committees........................................................................................................................
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11
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Role of the Board in Risk Oversight.............................................................................................
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13
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Director Selection.........................................................................................................................
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15
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Indebtedness of Directors and Executive Officers........................................................................
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15
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Other Related Person Transactions.............................................................................................
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16
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Legal Proceedings Involving a Director or Executive Officer and the Company or the Bank.......
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17
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Shareholder Communications......................................................................................................
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17
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BOARD MEMBERS AND COMPENSATION....................................................................................
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20
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Members of the Board of Directors...............................................................................................
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20
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Director Compensation.................................................................................................................
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24
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EXECUTIVE OFFICERS....................................................................................................................
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27
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COMPENSATION DISCUSSION AND ANALYSIS............................................................................
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29
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Say-on-Pay...................................................................................................................................
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29
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Objectives of Our Compensation Program...................................................................................
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29
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Features of Our 2019 Compensation Program............................................................................
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32
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Compensation Committee Practices............................................................................................
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33
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Decision-Making Process for 2019...............................................................................................
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36
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Compensation Decisions Made for 2019......................................................................................
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37
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COMPENSATION COMMITTEE REPORT......................................................................................
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42
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.........................
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42
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COMPENSATION TABLES.............................................................................................................
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43
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2019 Summary Compensation Table............................................................................................
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43
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Grants of Plan-Based Awards.......................................................................................................
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45
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Outstanding Equity Awards as of December 31,2019..................................................................
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46
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Option Exercises and Vested Restricted Stock............................................................................
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47
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Equity Compensation Plan Information........................................................................................
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47
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Pension Benefits...........................................................................................................................
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48
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Non-Qualified Deferred Compensation........................................................................................
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49
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CEO Pay Ratio.............................................................................................................................
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49
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Payments and Rights on Termination or Change in Control.........................................................
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50
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REPORT OF THE AUDIT COMMITTEE............................................................................................
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57
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INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS...............................................................
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58
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VOTING YOUR SHARES..................................................................................................................
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59
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Record Date; Shares Outstanding................................................................................................
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59
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Voting............................................................................................................................................
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59
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Quorum.........................................................................................................................................
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59
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How Votes are Counted................................................................................................................
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59
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Required Vote for Each Proposal.................................................................................................
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60
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Shares Held by Renasant 401(k) Plan.........................................................................................
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60
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Solicitation and Revocation of Proxies.........................................................................................
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60
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PROPOSALS.....................................................................................................................................
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61
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Proposal 1 - Election of Five Class 3 Directors............................................................................
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61
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Proposal 2 - Approval of the Renasant Corporation 2020 Long-Term Incentive Compensation Plan..............................................................................................................................................
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62
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Proposal 3 - Advisory Vote on Executive Compensation..............................................................
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68
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Proposal 4 - Ratification of the Appointment of HORNE LLP as Independent Registered Public Accountants for 2020....................................................................................................................
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69
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Other Matters................................................................................................................................
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69
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STOCK OWNERSHIP........................................................................................................................
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70
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Common Stock Ownership Greater than 5%...............................................................................
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70
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Beneficial Ownership of Common Stock by Directors and Executive Officers.............................
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70
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Delinquent Section 16(a) Reports................................................................................................
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AVAILABILITY OF ANNUAL REPORT ON FORM 10-K...................................................................
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73
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APPENDIX A - RENASANT CORPORATION 2020 LONG-TERM INCENTIVE COMPENSATION PLAN
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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 61
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FOR each nominee
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Election of Class 3 Directors (five nominees)
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Proposal 2
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Pages 62-68
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FOR
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Approval of the Renasant Corporation 2020 Long-Term Incentive Compensation Plan
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Proposal 3
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Pages 68-69
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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 69
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FOR
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Ratification of the appointment of HORNE LLP as our independent registered public accountants for 2020
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Internet
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Telephone
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Mail
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In Person
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Visit www.proxyvote.com. You will need the control number on your Notice or the proxy card mailed to you, as applicable.
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Call toll free 800-690-6903. You will need the control number on the Notice or your proxy card, as applicable.
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Complete and mail your proxy card to the address on the card, if you received a paper copy of the proxy statement and proxy card.
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If you attend our annual meeting and are the record owner of our common stock or obtain a broker representation letter, you may vote in person.
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Year Ended December 31,
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2019
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2018
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2017
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2016
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2015
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Diluted EPS (GAAP)
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$2.88
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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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Diluted EPS, with exclusions (non-GAAP)(1)(2)
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$3.03
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$3.00
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$2.42
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$2.31
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$2.10
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Return on Average Shareholders’ Equity (GAAP)
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7.95
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%
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8.64
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6.68
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8.15
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%
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7.76
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Return on Average Tangible Shareholders' Equity, with exclusions (non-GAAP)(1)(2)
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16.15
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17.14
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14.48
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16.23
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16.10
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%
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Return on Average Assets (GAAP)
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1.30
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1.32
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0.97
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%
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1.08
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0.99
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Return on Average Tangible Assets, with exclusions (non-GAAP)(1)(2)
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1.54
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1.58
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1.32
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1.28
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1.23
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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 2019, these charges were merger and conversion expenses, expenses associated with our strategic hiring efforts, debt prepayment penalties and a valuation adjustment related to our mortgage servicing rights asset, each on an after-tax basis.
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(2)
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Diluted EPS, with exclusions, return on average tangible shareholders' equity, with exclusions, and return on average tangible assets, with exclusions, are non-GAAP financial measures. For a reconciliation of these measures to their most comparable GAAP measures, please see the information under the “Non-GAAP Financial Measures” heading at the end of this section.
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a
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We recorded our highest level of annual earnings, with net income of $167.6 million, marking our seventh consecutive year of record net income.
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a
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Our diluted EPS (as reported) was $2.88, reflecting a modest increase from 2018 ($0.09), even as diluted EPS was negatively impacted ($0.12) by the increased salary and employee benefit expenses associated with our strategic hiring. Although this hiring immediately impacted our noninterest expense in 2019, we expect to see enhancements to our revenue growth and profitability in 2020 and beyond that more than offsets these expenses, as our new teammates' loan portfolios mature and expand.
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a
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Total loans held for investment increased $606.5 million over 2018. After excluding the $110.1 million portfolio of non-mortgage consumer loans that we transferred from our held for sale portfolio, total loans increased 5.46% year-over-year.
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a
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To mitigate the impact of interest rate changes, we focused on growing stable, low-cost deposits to fund our lending activity. Our noninterest-bearing deposits increased $233.1 million over 2018, which represents our largest annual growth in noninterest-bearing deposits.
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a
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Our mortgage banking income increased $7.8 million over 2018. Excluding a $1.8 million adjustment to the value of our mortgage servicing rights (MSR), our mortgage banking income increased more than 19% year-over-year, helping to offset the impact of the Durbin Amendment, which reduced noninterest income by $6.0 million.
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a
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Our asset quality metrics remained strong. Net loan charge-offs were 0.04% of average loans, compared to 0.05% of average loans for 2018. As a percentage of total assets, all of our credit metrics, including non-performing assets and other real estate owned, loans 30-89 days past due and our internal watch list, were near historical lows by the end of 2019.
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a
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We increased our annual dividend. The annual dividend now stands at $0.88 per share, an approximately 5% increase over 2018. We also returned capital to our shareholders through stock repurchases. We repurchased approximately 1.8 million shares of our common stock, at a weighted average price of $34.58 per share.
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a
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We expanded our geographic footprint through branch openings, with locations opened in Fairhope and Huntsville, Alabama, Macon and Port Wentworth, Georgia, Franklin and Knoxville, Tennessee, and in Destin and Pensacola on the Florida panhandle.
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS
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Insider Trading Policy
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The board has adopted a policy designed to prevent insider trading of our securities. The policy prohibits our directors, officers and employees, their immediate family members and entities that they control from purchasing or selling our securities while in possession of material nonpublic information and from disclosing material nonpublic information to third parties. “Material nonpublic information” includes matters such as our earnings results, changes in senior management and merger and acquisition activity; significant cybersecurity incidents and disruptions to our information technology infrastructure, among other events, are also deemed material nonpublic information.
Two additional restrictions apply to our directors, senior executive officers and certain other individuals, such as senior accounting staff (whom we refer to as “covered persons”):
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A covered person may trade in our securities only during a “trading window” (and provided that he or she is not otherwise in possession of material nonpublic information); the window opens two trading days after our quarterly earnings release and closes early in the last month of each quarter.
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A covered person may not trade in our securities, even during an open trading window, unless a committee made up of our chief operating officer, our chief accounting officer and our general counsel approves, or “pre-clears,” the transaction in advance. Pre-clearance provides the opportunity to evaluate a proposed trade and independently decide whether the covered person possesses material nonpublic information.
Our directors, officers and employees must annually certify that they have reviewed our insider trading policy and understand their obligations under the policy.
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Hedging and Pledging Policy
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For a number of years, Renasant has maintained a Policy on Hedging or Pledging Company Stock, our “Hedging Policy.” A primary goal of our compensation program is to align the economic interests of our directors and executive officers with those of our shareholders. We believe that allowing a director or executive officer to hedge the downside risk of owning our stock undermines the intended economic alignment, and so the Hedging Policy prohibits directors, officers and certain other employees from entering into a transaction that has the effect of hedging the economic risks associated with the ownership of our common stock.
In 2019, our board of directors updated the Hedging Policy to expand its applicability to all of our employees and to designees of all of our directors, officers and employees. Under the policy, a person is a “designee” if, under the facts and circumstances, the person has been appointed to make decisions that such director, officer or employee should reasonably believe would result in hedging/offsetting prohibited by the Hedging Policy. Under the current Hedging Policy, our directors, officers and employees and their designees are prohibited from engaging in any of the following activities:
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Purchasing any financial instrument (including prepaid variable forward contracts, equity swaps, collars, exchange funds, puts, calls and similar derivative instruments) or otherwise engaging in any transaction that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of Renasant securities granted as compensation to, or held, directly or indirectly, by the director, officer or employee; or
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Engaging in short sale transactions in Renasant securities.
Although the Hedging Policy does not prohibit pledging of our common stock, we discourage the practice, and any stock that a director or executive officer pledges cannot be used to satisfy our stock ownership guidelines.
Our directors, officers and employees must annually certify that they have reviewed our Hedging Policy and understand the restrictions under the policy. For more information about our directors who have pledged shares of Renasant stock, refer to the “Stock Ownership” section below under the heading “Beneficial Ownership of Common Stock by Directors and Executive Officers.”
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Review and Approval of Related Person Transactions
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The board is responsible for reviewing and approving or ratifying all material transactions between us or our subsidiaries and any of our directors or executive officers, their immediate family members and businesses with which they are associated, all referred to as “related persons”. Other than our Code of Ethics, our related person transaction policy is not in writing, although we have adopted written policies to comply with regulatory requirements and restrictions applicable to us, including Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by the Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs loans and other extensions of credit by the Bank to its executive officers, directors and principal shareholders).
More information about the process used by the board to identify related person transactions and the transactions that the board has reviewed and approved may be found below under the heading “Other Related Person Transactions.”
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Director Retirement Policy
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Our Bylaws include a written retirement policy applicable to our board of directors:
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A director may not stand for election after reaching age 72; and
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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.
The board may waive the requirement and permit a director to stand for reelection after he or she reaches the age of 72 or the requirement that a director who has attained 72 resign at the next regular meeting of shareholders. To be effective, a waiver must be approved by the affirmative vote of at least two-thirds of the directors then in office, excluding the director to whom the waiver vote applies. A waiver applies only until the next regular meeting of our shareholders, when the board may again waive the requirement. In no event may a director receive more than three waivers, with the result that all of our directors must cease to serve as of the regular meeting of shareholders that follows the attainment of age 75.
Director John T. Foy is 72 and director E. Robinson McGraw is 73. At its January 2020 meeting, our board unanimously approved waivers of the requirement that they resign at the 2020 annual meeting. As a result, Messrs. McGraw and Foy each may serve as a director until the 2021 annual meeting. Mr. Foy is a Class 1 director whose term expires in 2021; he would require an additional waiver to stand for reelection at our next annual meeting. Mr. McGraw is a Class 2 director whose term expires in 2022; he would require an additional waiver to complete his term.
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Class 1
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Class 2
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Class 31
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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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Michael D. Shmerling
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Connie L. Engel
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Sean M. Suggs
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(1)
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Gary D. Butler has been nominated for election as a Class 3 director. Background information about Dr. Butler may be found below in the “Proposals” section under the heading “Proposal 1 - Election of Five Class 3 Directors.”
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Transactions involving a director, members of his or her immediate family and businesses 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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The Bank employs Mr. Creekmore’s son as a portfolio manager in the Bank's corporate banking department and Mr. Holland's son as an associate financial advisor in the Bank's wealth management division. Neither of these employees is considered an “executive officer” of the Company. The compensation paid to each employee, which is below the amount necessary to qualify as a related person transaction, was consistent with the compensation paid to similarly-situated employees of the Bank. The Bank also employs Dr. Heyer’s son as an advisor in the Bank’s wealth management division. He is not an “executive officer,” but his employment is a related person transaction because of the amount of compensation he was paid in 2019. More details about our employment of Dr. Heyer’s son can be found in this section below under the heading “Other Related Person Transactions.”
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With the chairman, scheduling and setting the agenda for board meetings;
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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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Determining the appropriate materials to be sent to directors for all meetings;
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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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Assisting the compensation committee in evaluating the chief executive officer’s performance;
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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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Overseeing the board’s communications with our shareholders.
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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 overall compensation strategy and administering the compensation of our named executive officers and other senior 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 2019 compensation for our named executive officers.
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, 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, including for Messrs. Creekmore, Heyer and Holland, the Bank's employment of their sons.
The committee met nine times during 2019.
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Richard L. Heyer, Jr., Vice-Chair
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Donald Clark, Jr.
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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 focuses on financial reporting and operational risk. This committee meets regularly with management, our independent registered public accountants and our internal auditors (outside the presence of management) 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” above 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 evaluates risks associated with our executive compensation program. The activities of the compensation committee in this regard are described in more detail in the CD&A below. 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. On an annual basis, management prepares for the incentive compensation committee’s review and approval a risk assessment that describes both the risks presented by all of the incentive compensation arrangements maintained by the Company and the procedures in place designed to mitigate the risks that have been identified. This risk assessment is then presented to the compensation committee for its review. As part of this review process, each committee may recommend changes to incentive plans or additional procedures to be adopted in order to further mitigate the risks presented by our incentive compensation arrangements.
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•
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The property, insurance and technology committee, which is a Bank committee, reviews our insurance coverages to ensure that Renasant is appropriately insured against the various risks facing us and analyzes emerging issues relating to these coverages (or denials of coverage) for our various activities. This committee also supplements the ERM committee in overseeing risks related to our technological infrastructure and information security.
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•
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The loan committee, also a Bank committee, is primarily responsible for credit administration and other risks arising in connection with our lending activities. Among other things, this committee approves the Bank’s loan policy manual and any changes to our loan policy. 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 the problem asset review committee.
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•
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The Bank’s investment committee 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, financial services or other business or in marketing, finance, legal, accounting or other professional disciplines;
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•
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Diversity, as described above;
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•
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Familiarity with and participation in the communities in which we operate;
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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 his or her knowledge of the banking and financial services industry.
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•
|
The Bank leases the real estate where certain of its branches are located from 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) (this trust is referred to as the “Morgan Family Trust”). The following table sets forth (1) the location of each of these branches, (2) the lease payments made in 2019 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):
|
Branch Address
|
Lease payments in 2019
|
Lease payments due from January 1, 2020 through remaining term of lease
|
2255 Buford Highway Buford, Georgia 30518
|
$351,725
|
$1,021,530
|
6224 Sugarloaf Parkway, 1st floor Duluth, Georgia 30097
|
$373,748
|
$1,120,113
|
6224 Sugarloaf Parkway, 2nd and 3rd floors Duluth, Georgia 30097
|
$325,526
|
$1,939,283
|
6515 Sugarloaf Parkway, Suites 150 and 160 Duluth, Georgia 30097
|
$75,342
|
$225,938
|
1255 Lakes Parkway, Buildings 100 and 200 Lawrenceville, Georgia 30043
|
$444,401
|
$2,211,720
|
1255 Lakes Parkway, Suites 110 and 180 Lawrenceville, Georgia 30043
|
$201,780
|
$1,004,352
|
480 Peachtree Industrial Boulevard Suwanee, Georgia 30024
|
$127,687
|
$432,632
|
•
|
Brand Properties, LLC and Brand Real Estate Services, Inc., both of which are owned by the Morgan Family Trust, provide property management services for the above-listed branch locations and our Dacula, Georgia branch location. In 2019, these entities were paid $52,381 in the aggregate for property management services, and we expect to pay an aggregate of approximately $346,570 to these entities for such services over the remaining terms of the applicable leases (these entities do not provide property management services with respect to any of our other locations).
|
•
|
As part of the Brand acquisition, we assumed “split-dollar” insurance arrangements maintained for the benefit of life insurance trusts established by Mr. Morgan and his siblings. Under these arrangements, the trusts (whose beneficiaries are 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 (and, after the merger, Renasant) was contractually obligated to pay the premiums. Upon the insured’s death or the earlier termination of the arrangements, each trust was obligated to repay to us the greater of the surrendered aggregate amount of the premium payments made on behalf of the trust or the cash surrender value of the policies. The split-dollar insurance arrangements were terminated in 2019. Prior to the termination of the arrangements we paid an aggregate of $158,662 in premium payments during 2019.
|
•
|
The Bank’s subsidiary 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 2019 we agreed to extend the closing until May 2020. 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 each proposed extension before we amended the purchase sale and agreement to provide for the extension.
|
•
|
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
|
70
|
1
|
Background: Mr. Clark is a partner in Butler Snow, LLP, the largest Mississippi-based law firm. He served as chairman of the firm for 14 years, ending in December 2019. 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 oversaw 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 former 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
|
69
|
1
|
Background: Mr. Dale is chairman of the board of Dale, Inc. and served as president of the Company from 1985 until December 2018. 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
|
67
|
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 important 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
|
72
|
1
|
Background: Mr. Foy is 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
|
61
|
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
|
64
|
2
|
Background: Since June 2017, Mr. Creekmore has served as general counsel of 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. Mr. Creekmore has served on our board and the Bank's board since 1997, providing 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
|
57
|
2
|
Background: Ms. Deer is Chief Administrative Officer for Brasfield & Gorrie, L.L.C., one of the nation’s largest privately-held construction firms, with revenues in excess of $3.9 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. Prior to joining Bayer Properties, L.L.C., Ms. Deer 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
|
64
|
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
|
73
|
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
|
54
|
2
|
Background: Mr. Suggs has served as president of Toyota Motor Manufacturing, Mississippi, Inc. since January 2018. In this role, he is responsible for all manufacturing and all accounting, financial reporting and other administrative 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
|
71
|
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
|
71
|
3
|
Background: Mr. Hart retired in January 2020. Prior to his retirement, Mr. Hart 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.
|
Richard L. Heyer, Jr.
Director since 2002
|
63
|
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
|
64
|
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.
|
2019 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
|
||||||||||
Donald Clark, Jr.
|
|
$
|
48,583
|
|
|
$
|
44,745
|
|
|
$
|
1,266
|
|
|
$
|
1,030
|
|
|
$
|
95,624
|
|
John M. Creekmore
|
|
73,833
|
|
|
44,745
|
|
|
9,860
|
|
|
8,083
|
|
|
136,521
|
|
|||||
Albert J. Dale, III
|
|
76,583
|
|
|
44,745
|
|
|
1,695
|
|
|
7,355
|
|
|
130,378
|
|
|||||
Jill V. Deer
|
|
56,083
|
|
|
44,745
|
|
|
1,029
|
|
|
1,030
|
|
|
102,887
|
|
|||||
Marshall H. Dickerson
|
|
71,333
|
|
|
44,745
|
|
|
311
|
|
|
8,824
|
|
|
125,213
|
|
|||||
Connie L. Engel
|
|
50,333
|
|
|
44,745
|
|
|
—
|
|
|
816
|
|
|
95,894
|
|
|||||
John T. Foy
|
|
68,000
|
|
|
44,745
|
|
|
—
|
|
|
8,824
|
|
|
121,569
|
|
|||||
Richard L. Heyer, Jr.
|
|
57,583
|
|
|
44,745
|
|
|
7,095
|
|
|
1,030
|
|
|
110,453
|
|
|||||
Neal A. Holland, Jr.
|
|
82,333
|
|
|
44,745
|
|
|
—
|
|
|
1,030
|
|
|
128,108
|
|
|||||
J. Niles McNeel(1)
|
|
18,667
|
|
|
—
|
|
|
—
|
|
|
3,030
|
|
|
21,697
|
|
|||||
Michael D. Shmerling
|
|
58,208
|
|
|
44,745
|
|
|
—
|
|
|
8,095
|
|
|
111,048
|
|
|||||
Sean M. Suggs
|
|
44,583
|
|
|
44,745
|
|
|
204
|
|
|
920
|
|
|
90,452
|
|
(1)
|
Mr. McNeel retired from our board effective as of the 2019 annual meeting of shareholders.
|
•
|
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. Fees may be voluntarily deferred under our Deferred Stock Unit Plan or Deferred Income Plan, which are described below.
|
•
|
We paid the following retainers, prorated in the form of equal monthly payments:
|
•
|
All directors received an annual retainer the amount of $40,000;
|
•
|
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 $10,000; and
|
•
|
The chairs of the executive, compensation and, nominating committees and the Bank’s credit review committee each received an additional retainer in the amount of $7,500.
|
•
|
Members receive $500 for each meeting they attend and committee chairs who do not receive an
|
•
|
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 23, 2019, each director, received a time-based restricted stock award of 1,325 shares of our common stock that will vest at the 2020 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, 2019 for a discussion of 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 Deferred Income 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. Our non-employee directors do not participate in a pension plan or similar arrangement.
|
•
|
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 (reported in Column B), 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
|
54
|
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
|
44
|
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.
|
J. Scott Cochran
|
56
|
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.
|
Stephen M. Corban
|
64
|
Our Executive Vice President since July 2003 and Senior Legal Advisor since January 2020; prior to his transition to Senior Legal Advisor, Mr. Corban served as Senior Executive Vice President and General Counsel of the Company and the Bank since January 2006.
|
James W. Gray
|
63
|
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.
|
Mark W. Jeanfreau
|
45
|
Our and the Bank’s General Counsel since January 2020 and our Executive Vice President since September 2017; he has also served as Senior Executive Vice President of the Bank since September 2017; prior to his role as General Counsel, Mr. Jeanfreau served as Governance Counsel of the Bank since September 2017. 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
|
66
|
Our Executive Vice President since February 2003; from April 2013 until January 2015 Mr. Johnson 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
|
53
|
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.
|
47
|
Our Executive Vice President and the Bank’s Georgia Chairman since November 2019; prior to this role, Mr. Morgan served as our Chief Commercial Banking Officer beginning in 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.
|
Curtis J. Perry
|
57
|
Our Executive Vice President and the Bank's Chief Corporate Banking Officer since June 2019. Prior to joining Renasant, Mr. Perry worked in a similar role at Synovus Bank since 2009.
|
W. Mark Williams
|
57
|
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.
|
Mary John Witt
|
60
|
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.
|
COMPENSATION DISCUSSION AND ANALYSIS
|
2017
|
2018
|
2019
|
|||
|
We imposed a two-year holding period after restricted stock awards vest
All awards under our 2011 LTIP were made subject to double trigger change in control provisions
|
|
We increased the performance cycle to three years for performance-based restricted stock awards
We differentiated the performance measures we use for cash and equity incentive compensation
We implemented relative performance measures, comparing our results to the results of our peers
|
|
We completed our transition from a one-year performance cycle for performance-based restricted stock awards
We adjusted base salary and restricted stock awards to reflect the completion of our management succession plan
We increased stock ownership requirements for our CEO to 500% of base salary
|
•
|
The performance cycle for our performance-based restricted stock awards is now three years (increased from one year). Pay is now directly linked to the longer-term performance of the Company.
|
•
|
Most performance measures are now evaluated on a relative or comparative basis rather than absolute basis. We have tied a substantial portion of our pay to performance relative to a peer group, ensuring that equity payouts are closely linked to the actual delivery of shareholder value when compared to our peers.
|
•
|
We increased the number of performance measures we use for equity payouts. This change permits us to link pay with a broader and more complete evaluation of the Company’s performance.
|
|
Fixed Compensation (% of Total Compensation)
|
Total Variable Compensation (% of Total Compensation)
|
Performance-Based Variable Compensation (% of Variable Compensation)
|
Time-Based Variable Compensation (% of Variable Compensation)
|
2017
|
29.6%
|
70.4%
|
66.8%
|
33.2%
|
2018
|
30.7%
|
69.3%
|
78.4%
|
21.6%
|
2019
|
28.4%
|
71.6%
|
79.9%
|
20.1%
|
|
|
|
Features
|
|
Objectives
|
Fixed Compensation
|
Base Salary
|
|
Determined annually Based on individual performance, internal pay equity and peer group practices
|
|
Source of fixed income
|
Variable Compensation
|
Performance-Based Cash Awards
|
|
Annual cash bonus Amount contingent on attainment of performance measures
|
|
Aligns pay and short-term Company performance
|
|
Performance-Based Equity Awards
|
|
Shares are issued in a “target” amount at the beginning of a three-year performance cycle and performance measures are designated At the end of the cycle, the number of shares is adjusted to reflect actual performance Vesting is contingent on continuous employment during the cycle
|
|
Aligns pay and long-term Company performance With our post-vesting holding period, promotes alignment with our shareholders
|
|
Time-Based Equity Awards
|
|
A fixed number of shares is issued at the beginning of a service-based vesting period Shares vest at the end of the period, subject to continuous employment
|
|
Acts as a retention device Increases alignment by increasing the stock ownership of our NEO With our post-vesting holding period, promotes alignment with our shareholders
|
•
|
In the fall of 2018, Pearl Meyer recommended changes 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 2018, 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 (more information about our compensation and performance peer groups is under the “Peer Groups” heading below).
|
Clawback Policies
|
Our full board has adopted, and the compensation committee administers, two clawback policies that permit us to reduce or recover performance-based compensation if we are required to restate our financial results and the amount of the compensation would be less based on the restatement:
|
|
|
|
|
|
|
For performance-based equity compensation, a policy in the 2011 LTIP applies to our named executives and allows for recovery without regard to whether they engaged in conduct that materially contributed to the restatement.
|
|
|
|
|
|
For all performance-based compensation - cash awards and equity compensation - a separate policy applies to our named executives and allows for recovery if the executive's intentional or unlawful conduct materially contributed to a financial restatement.
|
|
|
|
Double Trigger for Change in Control
|
The payment of our change in control benefits, whether in cash or equity, is contingent on a double trigger: if a change in control of the Company is consummated (the first trigger), an executive's employment must be terminated within two years following the consummation of the transaction either involuntarily without cause or on account of a constructive termination (the second trigger). Definitions of the terms “cause” and “constructive termination” may be found below in the “Compensation Tables” section under the heading “Payments and Rights on Termination or Change in Control.”
|
|
|
|
|
•
|
A “compensation peer group,” to evaluate whether our total compensation remains fairly competitive and is generally “in line” with other opportunities that may be available to our executive team; and
|
•
|
A “performance peer group,” to measure the relative performance of the Company for certain of our performance measures.
|
Characteristic
|
|
Range
|
|
Median
|
Renasant Characteristics
|
Total assets
|
|
$5.3 billion - $30.1 billion
|
|
$13.3 billion
|
$12.7 billion
|
Market value of stock
|
|
$0.9 billion - $5.3 billion
|
|
$2.7 billion
|
$2.2 billion
|
•
|
Insurance-type group benefits that are generally available to all employees of the Company, including health and dental coverage and life and disability benefits. Our named executives are also provided additional life and disability insurance coverage through the group policies.
|
•
|
A broad-based 401(k) plan, including Company matching and profit-sharing contributions.
|
•
|
Two voluntary deferral plans, our Deferred Stock Unit Plan, or the DSU Plan, and our Deferred Income Plan. With the exception of a contribution for the benefit of Mr. McGraw in 2019, we do not contribute to these arrangements.
|
•
|
Dues for memberships in professional and civic organizations, country club dues and car allowances.
|
Determining Base Salary
Adjustments
|
Determining Performance-Based
Compensation
|
Determining Strategic Compensation
|
|||
|
At the end of 2018, Mr. Waycaster recommended salaries for executive officers other than himself.
The committee reviewed peer group information provided by Pearl Meyer and Mr. Waycaster's base salary recommendations and recommended base salary adjustments for 2019, including Mr. Waycaster's.
The recommendations of the committee were ratified by the non-employee members of our board of directors.
|
|
The committee reviewed possible performance measures and selected the measures described later in this CD&A.
Management recommended possible threshold, target and superior performance levels based on the committee's direction and Renasant’s 2019 budget.
The committee reviewed performance levels recommended 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 payable in Renasant stock and cash; and (3) determined performance measures and individual performance levels for the 2019 fiscal year.
The recommendations of the committee were ratified by the non-employee members of our board of directors.
In 2020, the committee reviewed 2019 fiscal year performance and certified payout amounts.
|
|
At the end of 2018, the committee recommended time-based stock awards to our board.
The recommendations of the committee were ratified by the non-employee members of our board of directors.
|
2019 BASE SALARY ADJUSTMENTS
|
|||||||||||
|
|
Base Salary
(2019)
|
|
Base Salary
(2018)
|
|
% Change
|
|||||
Mr. Waycaster
|
|
$
|
700,000
|
|
|
$
|
630,000
|
|
|
11.1
|
%
|
Mr. Chapman
|
|
550,000
|
|
|
475,000
|
|
|
15.8
|
%
|
||
Mr. McGraw
|
|
550,000
|
|
|
504,000
|
|
|
9.1
|
%
|
||
Mr. Morgan
|
|
500,000
|
|
|
450,000
|
|
|
11.1
|
%
|
||
Mr. Cochran
|
|
450,000
|
|
|
400,000
|
|
|
12.5
|
%
|
•
|
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.
|
2019 POTENTIAL PBRP PAYOUTS AS A PERCENTAGE OF BASE SALARY
|
||||||
|
Threshold
|
Target
|
Superior
|
|||
Mr. Waycaster
|
50
|
%
|
100
|
%
|
200
|
%
|
Mr. Chapman
|
35
|
%
|
70
|
%
|
140
|
%
|
Mr. McGraw
|
40
|
%
|
80
|
%
|
160
|
%
|
Other named executives
|
30
|
%
|
60
|
%
|
120
|
%
|
PBRP 2019 PAYOUTS
|
|
|
|||||||||||||||
Performance Measure
|
% of Award
|
2019 Achieved
|
Mr. McGraw
|
Mr. Waycaster
|
Mr. Chapman
|
Mr. Morgan
|
Mr. Cochran
|
||||||||||
EPS
|
50%
|
Below Threshold
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
NRPS
|
20%
|
97.38% of Target
|
65,078
|
|
103,533
|
|
56,943
|
|
44,371
|
|
39,934
|
|
|||||
ROTCE
|
30%
|
130.00% of Target
|
211,200
|
|
336,000
|
|
184,800
|
|
144,000
|
|
129,600
|
|
|||||
Total
|
100%
|
|
276,278
|
|
439,533
|
|
241,743
|
|
188,371
|
|
169,534
|
|
•
|
Time-based awards with a three-year service period ending January 2022 (with the exception of the one-year service period for Mr. McGraw that ends January 2020), which are intended to advance one of the Company’s most important strategic objectives: the retention of our executive team;
|
•
|
Performance-based awards with a three-year performance cycle ending December 2021, which are intended to align compensation with the long-term performance of the Company; and
|
•
|
Final performance-based awards with a one-year performance cycle ending December 2019, which are intended to avoid a "gap" in annual performance-based compensation opportunities as we complete our transition from a one-year performance cycle to a three-year performance cycle.
|
•
|
Time-Based Awards. Time-based awards are considered strategic compensation. The service or retention period for our time-based awards is three years, except that for Mr. McGraw a one-year period was considered more appropriate given the remaining term of his employment agreement. With the exception of Mr. McGraw, the number of shares awarded increased in 2019. Increases are intended to reflect the additional duties and responsibilities assumed by our executives in connection with the completion of our succession plan; 2019 presented the first opportunity to make these adjustments, given that the succession was completed during a time-based vesting period. The table below describes the time-based awards made to our named executive officers for 2019.
|
2019 Time-Based Awards
|
||||
Executive
|
Number of Shares
|
|
Award Date
|
Vesting Date
|
Mr. Waycaster
|
11,765
|
|
January 1, 2019
|
January 1, 2022
|
Mr. Chapman
|
7,650
|
|
January 1, 2019
|
January 1, 2022
|
Mr. McGraw
|
15,295
|
|
January 1, 2019
|
January 1, 2020
|
Mr. Morgan
|
6,175
|
|
January 1, 2019
|
January 1, 2022
|
Mr. Cochran
|
6,175
|
|
January 1, 2019
|
January 1, 2022
|
•
|
Performance-Based Awards with a Three-Year Performance Cycle. Payouts for our performance-based awards with a three-year performance cycle ending December 31, 2021 will be determined using three Company-wide performance measures, each determined relative to our performance peer group:
|
2019 PERFORMANCE MEASURES - THREE-YEAR PERFORMANCE CYCLE
|
|||||
Performance Measure
|
Weight
|
Threshold Performance
|
Target Performance
|
Superior Performance
|
|
|
|
Peer Percentile
|
|||
ROTCE
|
40
|
%
|
25th
|
50th
|
75th
|
ROTA
|
40
|
%
|
25th
|
50th
|
75th
|
TSR
|
20
|
%
|
25th
|
50th
|
75th
|
•
|
Transition Awards. For 2019, the committee made the final restricted stock awards with a one-year performance cycle, completing the transition from a one-year cycle to a three-year cycle, while avoiding a shortfall or “gap” in the amount of performance-based compensation opportunities available in any year. More information about changes to our performance cycle may be found above under the heading “Objectives of Our Compensation Program” in the “Changes to Performance-Based Equity Awards” subsection. Beginning in 2020, equity awards subject to a one-year performance cycle are no longer part of our executive compensation program.
|
2019 LTIP PAYOUTS - TRANSITION AWARDS
|
|||||||||||||
|
Results
|
Payouts
|
|||||||||||
Performance Measure
|
% of Award
|
|
Award Level
|
Mr. McGraw
|
|
Mr. Waycaster
|
|
Mr. Chapman
|
|
Mr. Morgan
|
|
Mr. Cochran
|
|
ROTCE
|
40
|
%
|
130% of Target
|
5,506.5
|
|
6,117.5
|
|
3,978.0
|
|
3,211.0
|
|
3,211.0
|
|
ROTA
|
40
|
%
|
130% of Target
|
5,506.5
|
|
6,117.5
|
|
3,978.0
|
|
3,211.0
|
|
3,211.0
|
|
EPS
|
20
|
%
|
Below Threshold
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Total
|
100
|
%
|
|
11,013
|
|
12,235
|
|
7,956
|
|
6,422
|
|
6,422
|
|
COMPENSATION COMMITTEE REPORT
|
Albert J. Dale, III, Chairman
|
|
Donald Clark, Jr.
|
John M. Creekmore
|
|
Richard L. Heyer, Jr., Vice Chairman
|
Neal A. Holland, Jr.
|
|
|
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
|
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
|
||||||||||||||||
C. Mitchell Waycaster
Principal Executive Officer
|
2019
|
$
|
700,000
|
|
$
|
—
|
|
$
|
1,065,203
|
|
$
|
—
|
|
$
|
439,533
|
|
$
|
43,296
|
|
$
|
93,531
|
|
$
|
2,341,563
|
|
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
|
|
|||||||||
Kevin D. Chapman
Principal Financial Officer
|
2019
|
550,000
|
|
—
|
|
692,631
|
|
—
|
|
241,743
|
|
182
|
|
84,048
|
|
1,568,604
|
|
||||||||
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
|
|
|||||||||
E. Robinson McGraw
Executive Chairman
|
2019
|
550,000
|
|
—
|
|
1,100,816
|
|
—
|
|
276,278
|
|
222,895
|
|
176,793
|
|
2,326,782
|
|
||||||||
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
|
|
|||||||||
Bartow Morgan, Jr.(1)
Executive Vice President
|
2019
|
500,000
|
|
—
|
|
559,085
|
|
—
|
|
188,371
|
|
—
|
|
35,166
|
|
1,282,622
|
|
||||||||
2018
|
147,115
|
|
130,950
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,547,100
|
|
2,825,165
|
|
|||||||||
J. Scott Cochran
Executive Vice President
|
2019
|
450,000
|
|
—
|
|
559,085
|
|
—
|
|
169,534
|
|
1,574
|
|
77,051
|
|
1,257,244
|
|
||||||||
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
|
|
(1)
|
Mr. Morgan became a named executive in 2018 in connection with our acquisition of Brand. SEC rules permit us to omit compensation information for years prior to the individual becoming a named executive.
|
•
|
Column C - Salary - Amounts included in this column represent base salary earned by our named executives in 2019, 2018 and 2017, some of which may have been voluntarily deferred under our 401(k) plan or our 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 2019, 2018 or 2017, except that in 2018 Mr. Morgan received a bonus for his service after our acquisition of Brand.
|
•
|
Columns E and F - Stock Awards; Option Awards - Amounts in these columns represent the value of non-cash compensation granted or awarded under our 2011 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 measures; time-based awards are earned contingent on the completion of the designated service period. Options were not a component of our compensation during 2019, 2018 or 2017. Our 2011 LTIP will be replaced by the 2020 LTIP, if approved by our shareholders at the annual meeting. The material terms of the 2020 LTIP are described below in the “Proposals” section under the heading “Proposal 2 - Approval of the Renasant Corporation 2020 Long-Term Incentive Compensation Plan.”
|
•
|
Column G - Non-Equity Incentive Plan Compensation - Amounts in this column represent cash bonuses earned under our PBRP based on 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
|
•
|
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, insurance premiums, membership dues, and dividends on restricted stock awards. The amount reflected in Column I for 2018 includes a payment we made to Mr. Morgan in consideration of the termination of his employment agreement and other compensatory arrangements with Brand.
|
2019 ABOVE-MARKET EARNINGS AND ACCRUALS
|
|
||||||||
Name
|
Above-market Earnings
|
Pension Plan Accruals
|
Total
|
||||||
Mr. Waycaster
|
$
|
1,386
|
|
$
|
41,910
|
|
$
|
43,296
|
|
Mr. Chapman
|
182
|
|
—
|
|
182
|
|
|||
Mr. McGraw
|
15,960
|
|
206,935
|
|
222,895
|
|
|||
Mr. Morgan
|
—
|
|
—
|
|
—
|
|
|||
Mr. Cochran
|
1,574
|
|
—
|
|
1,574
|
|
COMPONENTS OF OTHER COMPENSATION PAID IN 2019
|
|||||||||||||||||||||||||||
Name
|
Plan Contributions
|
Insurance Premiums
|
Restricted Stock Dividends
|
Automobile Allowance
|
Professional and Civic Organizational/Country Club Dues
|
Deferred Income Contribution
|
Gross Up
|
Retirement Gift
|
Total
|
||||||||||||||||||
Mr. Waycaster
|
$
|
32,280
|
|
$
|
2,175
|
|
$
|
42,452
|
|
$
|
12,000
|
|
$
|
4,260
|
|
$
|
—
|
|
$
|
364
|
|
$
|
—
|
|
$
|
93,531
|
|
Mr. Chapman
|
32,280
|
|
1,281
|
|
33,863
|
|
12,000
|
|
4,260
|
|
—
|
|
364
|
|
—
|
|
84,048
|
|
|||||||||
Mr. McGraw
|
32,280
|
|
403
|
|
36,489
|
|
15,600
|
|
10,248
|
|
5,458
|
|
13,056
|
|
63,259
|
|
176,793
|
|
|||||||||
Mr. Morgan
|
7,063
|
|
189
|
|
12,041
|
|
12,000
|
|
3,852
|
|
—
|
|
21
|
|
—
|
|
35,166
|
|
|||||||||
Mr. Cochran
|
32,280
|
|
1,319
|
|
23,936
|
|
12,000
|
|
7,152
|
|
—
|
|
364
|
|
—
|
|
77,051
|
|
2019 PLAN-BASED AWARDS
|
|||||||||||||||||
|
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan (PBRP)
|
Estimated Possible Payouts Under Equity Incentive Plan (2011 LTIP)
|
|
||||||||||||
Name
|
Grant Date
|
Date of Compensation Committee Action
|
Threshold ($)
|
Target ($)
|
Superior ($)
|
Threshold (#)
|
Target
(#)
|
|
Superior (#)
|
Grant Date Fair Value of Stock Awards ($)
|
|||||||
A
|
B
|
C
|
D
|
E
|
F
|
G
|
H
|
|
I
|
J
|
|||||||
Mr. Waycaster
|
1/1/2019
|
12/12/2018
|
350,000
|
|
700,000
|
|
1,400,000
|
|
7,843
|
|
11,765
|
|
(1)
|
17,648
|
|
355,068
|
|
|
1/1/2019
|
12/12/2018
|
|
|
|
7,843
|
|
11,765
|
|
(2)
|
17,648
|
|
355,068
|
|
|||
|
1/1/2019
|
12/12/2018
|
|
|
|
|
11,765
|
|
(3)
|
|
355,068
|
|
|||||
Mr. Chapman
|
1/1/2019
|
12/12/2018
|
192,500
|
|
385,000
|
|
770,000
|
|
5,100
|
|
7,650
|
|
(1)
|
11,475
|
|
230,877
|
|
|
1/1/2019
|
12/12/2018
|
|
|
|
5,100
|
|
7,650
|
|
(2)
|
11,475
|
|
230,877
|
|
|||
|
1/1/2019
|
12/12/2018
|
|
|
|
|
7,650
|
|
(3)
|
|
230,877
|
|
|||||
Mr. McGraw
|
1/1/2019
|
12/12/2018
|
220,000
|
|
440,000
|
|
880,000
|
|
7,060
|
|
10,590
|
|
(1)
|
15,885
|
|
319,606
|
|
|
1/1/2019
|
12/12/2018
|
|
|
|
7,060
|
|
10,590
|
|
(2)
|
15,885
|
|
319,606
|
|
|||
|
1/1/2019
|
12/12/2018
|
|
|
|
|
15,295
|
|
(3)
|
|
461,603
|
|
|||||
Mr. Morgan
|
1/1/2019
|
12/12/2018
|
150,000
|
|
300,000
|
|
600,000
|
|
4,117
|
|
6,175
|
|
(1)
|
9,263
|
|
186,362
|
|
|
1/1/2019
|
12/12/2018
|
|
|
|
4,117
|
|
6,175
|
|
(2)
|
9,263
|
|
186,362
|
|
|||
|
1/1/2019
|
12/12/2018
|
|
|
|
|
6,175
|
|
(3)
|
|
186,362
|
|
|||||
Mr. Cochran
|
1/1/2019
|
12/12/2018
|
135,000
|
|
270,000
|
|
540,000
|
|
4,117
|
|
6,175
|
|
(1)
|
9,263
|
|
186,362
|
|
|
1/1/2019
|
12/12/2018
|
|
|
|
4,117
|
|
6,175
|
|
(2)
|
9,263
|
|
186,362
|
|
|||
|
1/1/2019
|
12/12/2018
|
|
|
|
|
6,175
|
|
(3)
|
|
186,362
|
|
(1)
|
Represents shares subject to performance measures and a one-year performance cycle (more fully described in the CD&A above).
|
(2)
|
Represents shares subject to performance measures and a three-year performance cycle (more fully described in the CD&A above).
|
(3)
|
Represents shares subject to time-based vesting. Mr. McGraw’s award is subject to a one-year service vesting period; the remaining time-based awards are subject to a three-year service vesting period.
|
|
Restricted Stock Awards
|
|||
Name
|
Number of Shares Acquired on Vesting
(#)
|
Value Realized on Vesting
($)
|
||
A
|
B
|
C
|
||
Mr. Waycaster
|
15,735
|
|
538,696
|
|
Mr. Chapman
|
15,456
|
|
532,134
|
|
Mr. McGraw
|
24,013
|
|
781,315
|
|
Mr. Morgan
|
6,422
|
|
227,467
|
|
Mr. Cochran
|
9,922
|
|
332,800
|
|
•
|
Shareholder-Approved Plans: We have two shareholder-approved equity compensation plans: (1) the 2011 LTIP and (2) our 2001 Long-Term Incentive Plan, which expired on October 8, 2011. No further grants or other
|
•
|
Non-Shareholder Approved Plans and Arrangements: The only equity compensation plan or arrangement currently in force that was not approved by our shareholders is our DSU Plan. Under this plan, deferred compensation is used to “purchase” units representing shares of our common stock at fair market value. An aggregate of 317,500 shares of Company common stock are reserved for issuance; as of December 31, 2019, units representing an aggregate of 268,958 shares of common stock were allocated to accounts, some of which has been distributed in the form of common stock.
|
|
Equity Compensation Plan Information (at December 31, 2019)
|
|||||
Plan Category
|
(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
(b) Weighted-average exercise price of outstanding options, warrants and rights(1)
|
(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a))
|
|||
Equity compensation plans approved by security holders
|
29,250
|
|
$15.86
|
448,151
|
|
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
48,541
|
|
Total
|
29,250
|
|
$15.86
|
496,692
|
|
(1)
|
Does not take into account units allocated under the DSU Plan.
|
PENSION BENEFITS FOR 2019
|
||||||||
Name
|
Type of Plan
|
Years of Credited Service
|
Present Value of Accumulated Benefit
|
Payments Made in 2019
|
||||
A
|
B
|
C
|
D
|
E
|
||||
Mr. Waycaster
|
Defined Benefit Pension Plan
|
18
|
$
|
272,078
|
|
$
|
—
|
|
Mr. McGraw
|
Defined Benefit Pension Plan
|
23
|
1,347,332
|
|
—
|
|
DEFERRED INCOME PLAN
|
|||||||||||||||
Name
|
2019 Contributions by Executive
|
2019 Contributions by Company
|
Aggregate Earnings
|
Aggregate Distributions
|
Balance as of Dec. 31, 2019
|
||||||||||
A
|
B
|
C
|
D
|
E
|
F
|
||||||||||
Mr. Waycaster
|
$
|
1,200
|
|
$
|
—
|
|
$
|
3,898
|
|
$
|
—
|
|
$
|
88,454
|
|
Mr. Chapman
|
—
|
|
—
|
|
643
|
|
1,576
|
|
3,725
|
|
|||||
Mr. McGraw
|
10,400
|
|
5,458
|
|
40,002
|
|
—
|
|
851,475
|
|
|||||
Mr. Cochran
|
6,000
|
|
—
|
|
4,432
|
|
—
|
|
102,971
|
|
•
|
Mr. Waycaster’s annual total compensation (including health insurance premiums) was $2,348,617.
|
•
|
The annual total compensation of our median employee (including health insurance premiums) was $61,302; 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 38.3 to 1 (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, which was the 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 that Mr. Morgan’s non-solicitation obligation will expire on May 15, 2021 if prior to that date he is involuntary terminated by us without cause, he separates from service on account of his constructive termination or his employment agreement expires. In addition, Mr. Morgan’s non-solicitation obligations lapse in the event of our change in control.
|
•
|
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. The duration of the restriction for Messrs. Waycaster, Chapman and Cochran is two years for separation following a change in control and one year following other types of separation. For Mr. Morgan, his non-competition obligation expires on November 15, 2020, unless his separation is on account of his involuntary termination by us for cause, his separation other than on account of his constructive termination or the expiration of his employment agreement, in which case he will be subject to a one-year non-competition obligation. In addition, Mr. Morgan’s non-competition obligations lapse in the event of our change in control.
|
•
|
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, 2019, he would receive contributions towards retiree coverage in an approximate amount of $8,395, representing contributions for Mr. Waycaster and his spouse.
|
•
|
If a named executive were to retire during our fiscal year he would receive his annual cash bonus under the PBRP, to the extent that applicable performance measures are achieved, prorated to reflect service prior to retirement.
|
•
|
If a named executive were to retire during our fiscal year his performance-based restricted stock awards will be settled at the end of the applicable performance cycles, to the extent that applicable performance measures are achieved, prorated to reflect 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. 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 awards will vest at the end of the applicable performance cycle to the extent that the performance measures are achieved, prorated to reflect the period of service during the applicable cycle. For any performance-based restricted stock award made in the year of his death or disability, Mr. McGraw will receive his target award, prorated to reflect his period of service during the performance cycle. All other performance-based restricted stock awards will vest at the end of the applicable performance cycles based on actual performance, prorated to reflect Mr. McGraw’s service during the cycles.
|
•
|
Each executive’s time-based restricted stock award will be prorated for service rendered before his death or disability and vest.
|
•
|
Messrs. Waycaster and McGraw, who participate in our Deferred Income Plan, will receive a preretirement death benefit from the plan in the event either should die while employed by us.
|
•
|
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;
|
•
|
His target bonus prorated to reflect service during the performance cycle prior to his termination;
|
•
|
His performance-based restricted stock awards, which will be determined at the end of the performance cycle and prorated to reflect service prior to his termination;
|
•
|
His time-based restricted stock awards, which will be prorated to reflect service prior to his termination and vest; and
|
•
|
We will pay premiums for the continuation coverage available to him and his eligible dependents under Section 4980B of the Internal Revenue Code, commonly referred to as “COBRA,” up to a maximum period of 18 months.
|
•
|
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 award with a one-year performance cycle and any other performance based award made in the year of his termination will vest at target; all other performance-based restricted stock awards will vest at the end of the applicable performance cycle based on actual performance, prorated to reflect his period of service during the cycle.
|
•
|
He will receive his time-based restricted stock award, which will be prorated to reflect his service prior to his termination.
|
•
|
We will pay COBRA continuation coverage premiums for the period of continuation coverage available to him and his eligible dependents.
|
•
|
If before January 1, 2021 we provide notice of non-renewal to any of Messrs. Waycaster, Chapman 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.
|
•
|
If Mr. McGraw’s employment agreement expires and his employment ceases, he will receive his target bonus for the year of expiration, and his restricted stock awards will be settled as if he had retired (as described above).
|
•
|
If Mr. Morgan’s employment agreement expires, he will receive the compensation and benefits due in the event of a constructive termination, as described above, except that he will not receive a cash payment equal to his annualized base salary and prorated target bonus.
|
•
|
For payouts under the PBRP, we have included the actual payout for 2019, 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, 2019, and we have included the full value of the 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, 2019, 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, 2019; payouts are reported at target.
|
•
|
The value of our stock on December 31, 2019 was $35.42 per share.
|
|
Disability
|
Death
|
Termination Without Cause/Constructive Termination
|
Change in
Control(1)
|
Expiration of Agreement
|
||||||||||
Cash Payments
|
$
|
439,533
|
|
$
|
439,533
|
|
$
|
1,452,575
|
|
$
|
3,738,973
|
|
$
|
1,452,575
|
|
Awards of performance-based restricted stock
|
723,169
|
|
723,169
|
|
723,169
|
|
1,059,783
|
|
723,169
|
|
|||||
Awards of time-based restricted stock
|
493,105
|
|
493,105
|
|
493,105
|
|
859,466
|
|
493,105
|
|
|||||
COBRA Premiums (18 months)
|
—
|
|
—
|
|
23,610
|
|
23,610
|
|
23,610
|
|
|||||
Death Benefit
|
—
|
|
337,725
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
1,655,807
|
|
$
|
1,993,532
|
|
$
|
2,692,459
|
|
$
|
5,681,832
|
|
$
|
2,692,459
|
|
(1)
|
The amount reported above is subject to reduction in the event Mr. Waycaster’s 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
|
$
|
241,743
|
|
$
|
241,743
|
|
$
|
975,563
|
|
$
|
2,205,561
|
|
$
|
975,563
|
|
Awards of performance-based restricted stock
|
472,723
|
|
472,723
|
|
472,723
|
|
692,826
|
|
472,723
|
|
|||||
Awards of time-based restricted stock
|
444,521
|
|
444,521
|
|
444,521
|
|
731,423
|
|
444,521
|
|
|||||
COBRA Premiums (18 months)
|
—
|
|
—
|
|
44,359
|
|
44,359
|
|
44,359
|
|
|||||
Total
|
$
|
1,158,987
|
|
$
|
1,158,987
|
|
$
|
1,937,166
|
|
$
|
3,674,169
|
|
$
|
1,937,166
|
|
(1)
|
The amount reported above is subject to reduction in the event Mr. Chapman’s aggregate payments would exceed the threshold determined under Section 280G.
|
|
Disability(1)
|
Death(1)
|
Termination Without Cause/Constructive Termination(2)
|
Change in
Control(3)
|
Expiration of Agreement
|
||||||||||
Cash Payments
|
$
|
440,000
|
|
$
|
440,000
|
|
$
|
1,540,000
|
|
$
|
3,835,928
|
|
$
|
440,000
|
|
Awards of performance-based restricted stock
|
681,210
|
|
681,210
|
|
931,276
|
|
1,021,816
|
|
681,210
|
|
|||||
Awards of time-based restricted stock
|
541,749
|
|
541,749
|
|
541,749
|
|
541,749
|
|
541,749
|
|
|||||
COBRA Premiums (18 months)
|
—
|
|
—
|
|
28,505
|
|
28,505
|
|
28,505
|
|
|||||
Death Benefit
|
—
|
|
1,001,936
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
1,662,959
|
|
$
|
2,664,895
|
|
$
|
3,041,530
|
|
$
|
5,427,998
|
|
$
|
1,691,464
|
|
(1)
|
Mr. McGraw would receive his one-year time-based restricted stock award, a payout of his target bonus, and his performance-based restricted stock award made in the year of his death or disability at target, prorated to reflect his period of service. Other performance-based restricted stock awards would be settled at the end of the applicable performance cycle based on actual performance (target in the table above), prorated to reflect service during the cycle.
|
(2)
|
In the event of termination without cause or a constructive termination, Mr. McGraw would receive a cash payment equal to two times his base salary and his target bonus. He would also receive his time-based restricted award and his performance-based restricted stock award made in the year of his termination at target. Other performance-based restricted stock awards would be settled at the end of the applicable performance cycle based on actual performance (target in the table above), prorated to reflect service during the cycle.
|
(3)
|
As of December 31, 2019, Mr. McGraw would receive a cash payment calculated as 2.99 times his base salary and average bonus, his time-based restricted stock award and his performance-based restricted stock awards at target; the amount reported above is 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
|
$
|
188,371
|
|
$
|
188,371
|
|
$
|
686,581
|
|
$
|
1,716,453
|
|
$
|
—
|
|
Awards of performance-based restricted stock
|
300,373
|
|
300,373
|
|
300,373
|
|
437,437
|
|
300,373
|
|
|||||
Awards of time-based restricted stock
|
72,906
|
|
72,906
|
|
72,906
|
|
218,719
|
|
72,906
|
|
|||||
COBRA Premiums (18 months)
|
—
|
|
—
|
|
34,446
|
|
34,446
|
|
34,446
|
|
|||||
Total
|
$
|
561,650
|
|
$
|
561,650
|
|
$
|
1,094,306
|
|
$
|
2,407,055
|
|
$
|
407,725
|
|
(1)
|
The amount reported above is subject to reduction in the event Mr. Morgan’s 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
|
$
|
169,534
|
|
$
|
169,534
|
|
$
|
748,641
|
|
$
|
1,794,266
|
|
$
|
748,641
|
|
Awards of performance-based restricted stock
|
380,853
|
|
380,853
|
|
380,853
|
|
558,157
|
|
380,853
|
|
|||||
Awards of time-based restricted stock
|
309,040
|
|
309,040
|
|
309,040
|
|
502,079
|
|
309,040
|
|
|||||
COBRA Premiums (18 months)
|
—
|
|
—
|
|
36,526
|
|
36,526
|
|
36,526
|
|
|||||
Total
|
$
|
859,427
|
|
$
|
859,427
|
|
$
|
1,475,060
|
|
$
|
2,891,028
|
|
$
|
1,475,060
|
|
(1)
|
The amount reported above is subject to reduction in the event Mr. Cochran’s aggregate payments would exceed the threshold determined under Section 280G.
|
REPORT OF THE AUDIT COMMITTEE
|
John T. Foy, Chairman
|
|
Marshall H. Dickerson, Vice Chairman
|
Connie L. Engel
|
|
Michael D. Shmerling
|
Sean M. Suggs
|
|
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
|
|
2019
|
|
2018
|
Audit Fees(1)
|
$756,400
|
|
$814,900
|
Audit-related Fees(2)
|
37,150
|
|
36,100
|
Tax Fees
|
—
|
|
—
|
All Other Fees
|
—
|
|
—
|
Total
|
$793,550
|
|
$851,000
|
(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.proxyvote.com. To vote via the internet, you will need the control number that is included on the Notice or proxy card that was mailed to you, as applicable.
|
•
|
Using a toll free telephone number, at 800-690-6903. You will need the control number that is included on the Notice or proxy card that was mailed to you, as applicable.
|
•
|
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 nominees Gary D. Butler, Marshall H. Dickerson, R. Rick Hart, Richard L. Heyer, Jr. and Michael D. Shmerling as Class 3 directors;
|
•
|
“FOR” the approval of the Renasant Corporation 2020 Long-Term Incentive Compensation Plan;
|
•
|
“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 2020.
|
•
|
Provide written notice of revocation to our Secretary before the annual meeting;
|
•
|
Provide a proxy dated later than your previous proxy either by telephone or on the internet;
|
•
|
Deliver a signed proxy card dated later than your 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
GARY D. BUTLER, MARSHALL H. DICKERSON, R. RICK HART, RICHARD L. HEYER, JR. AND MICHAEL D. SHMERLING AS CLASS 3 DIRECTORS TO THE BOARD OF DIRECTORS.
|
•
|
Increases the number of shares of Renasant stock that are available for grant or award;
|
•
|
Extends the expiration date of our equity incentive plan from April 2021 to April 2030;
|
•
|
Adds restricted stock units, called “RSUs,” and stock appreciation rights, called “SARs,” to the types of equity compensation that may be granted or awarded;
|
•
|
Imposes limits and procedures on stock awards for our non-employee directors; and
|
•
|
Reflects recent changes in the federal income tax laws related to “performance-based” compensation under Section 162(m) of the Internal Revenue Code.
|
•
|
Aligns the interests of our employees and non-employee directors with the interests of our shareholders;
|
•
|
Advances the attainment of key goals and objectives, ultimately increasing shareholder value; and
|
•
|
Acts as a recruitment and retention device, ensuring that we can recruit and retain highly qualified employees.
|
|
As of the Date of this Proxy Statement
|
Number of Shares Authorized Under 2011 LTIP (split adjusted)
|
1,737,600
|
Number of Shares Used
|
1,565,312
|
Number of Shares Remaining
|
172,288
|
Number of Shares Newly Authorized Under 2020 LTIP
|
1,627,712
|
Total Shares Reserved under 2020 LTIP
|
1,800,000
|
•
|
No Repricing - Stock options and SARs may not be repriced without prior shareholder approval;
|
•
|
No Discounts - Options and SARs must be granted with an exercise or base price that is not less than the fair market value of our common stock on the date of grant (“fair market value” means the closing sales price of a share of our common stock as reported on Nasdaq as of the date immediately preceding the date value is determined or, if no sales occurred on such date, as of the immediately preceding date on which there were sales);
|
•
|
No “Evergreen” Provisions - A specific number of shares of Renasant stock are available for issuance; this number of cannot be increased without the prior approval of our shareholders;
|
•
|
Clawback - In the event we are required to restate our financial results, the compensation committee may reduce, forfeit or recover incentives, whether or not vested; and
|
•
|
Holding Period - Subject to limited exceptions, our directors and executive officers are required to hold Renasant stock for two years following the date on which an option is exercised or the shares otherwise vest.
|
•
|
An aggregate of 69,720 shares of restricted stock having an aggregate award date fair value of $2,104,150 to other executive officers as a group, excluding our named executive officers, and excluding shares issued in connection with our 2019 hiring;
|
•
|
An aggregate of 16,563 shares of restricted stock having an aggregate award date fair value of $559,333 to non-employee directors of the Company and the Bank;
|
•
|
An aggregate of 195,906 shares of restricted stock having an aggregate award date fair value of $6,185,590 to employees other than our executive officers as a group, excluding shares issued in connection with our 2019 hiring; and
|
•
|
An aggregate of 48,848 shares of restricted stock having an aggregate award date fair value of $1,739,650 to newly-hired executives and other employees as a group.
|
Type of Incentive
|
Description
|
Stock Options
|
An option is the right to purchase a fixed number of shares of Renasant stock at a designated exercise price. Options may be granted as non-qualified options or as incentive stock options, or “ISOs” (which are options entitled to favorable federal income tax treatment). The compensation committee sets the terms of each option at the time of grant and determines whether the option will be designated as an ISO. The exercise price cannot be less than the fair market value of Renasant stock on the grant date. The maximum term of an option cannot exceed ten years. Options may be subject to time-based vesting (described below in the paragraph in “Time-Based Vesting”), the attainment of performance measures (described below in the paragraph in “Performance Measures”) or both. The exercise price may be paid in cash, by shares of Renasant stock previously acquired, by broker-assisted cashless exercise or by “netting” (the practice of withholding or “netting” from shares otherwise deliverable Renasant stock with fair market value equal to the exercise price). Until exercised, options do not entitle a participant to the rights of a shareholder.
|
Stock Appreciation Rights or “SARs”
|
A SAR entitles the holder to receive appreciation in the fair market value of Renasant stock, measured as the difference between the fair market value of the stock on the grant date (the “base price”) and on the date the SAR is exercised and settled. The compensation committee sets the terms of each SAR at the time of grant. SARs may be exercised following the completion of a time-based vesting period, the attainment of performance measures or both. SARs expire ten years from the date of grant. When exercised, SARs may be settled in the form of shares of our common stock, a cash payment or a combination of shares and cash, as determined by the compensation committee. Until settled in the form of Renasant stock, SARs do not entitle a participant to the rights of a shareholder.
|
Restricted Stock
|
Restricted stock is common stock issued subject to restrictions on transfer during a designated time-based vesting period. The shares may also be subject to the attainment of performance measures during a performance cycle that corresponds to the time-based vesting period. During the vesting period or performance cycle, a participant possess the rights of a shareholder, including the right to vote and the right to receive dividends (whether paid in the form of cash or stock), but excluding the right to transfer an award. For restricted stock awards with a vesting period or performance cycle longer than one year, instead of paying of cash dividends, the committee may direct that cash dividends be credited to a bookkeeping account (typically, in a dollar amount, but dividends may be converted to RSUs) that is settled at the end of the vesting period or performance cycle.
|
Restricted Stock Units or “RSUs”
|
A RSU is a bookkeeping entry representing a share of our common stock. At the time of award, the compensation committee designates the number of units to be credited to a bookkeeping account established for each participant and the vesting requirements, which may be time-based, subject to the attainment of performance measures or both. During the vesting period or performance cycle, the account is adjusted to reflect dividends (whether paid in the form of stock or cash). At the end of the vesting period or performance cycle, RSUs are settled by the delivery of Renasant stock, a cash payment or both, as determined by the compensation committee. Unless settled in the form of Renasant stock, RSUs do not entitled a participant to the rights of a shareholder.
|
•
|
Designate the officers and employees who will receive grants and awards;
|
•
|
Make grants and awards and determine their specific terms and conditions, subject to the limits contained in the plan;
|
•
|
Construe and interpret the terms of the plan and related forms and documents and resolve disputes arising under the plan;
|
•
|
Delegate to our officers and employees the power to take administrative and other ministerial actions with respect to the plan and incentives granted or awarded under the plan;
|
•
|
Amend the terms of an individual incentive once made, except that the committee cannot accelerate an incentive vesting period; and
|
•
|
Take any other actions or make any other determinations it deems necessary or appropriate to administer the plan.
|
•
|
Options covering not more than an aggregate of 600,000 shares of Renasant stock may be granted in the form of ISOs;
|
•
|
The maximum number of options or SARs that may be granted to a participant who is an employee cannot exceed 150,000 in any calendar year;
|
•
|
The maximum number of shares of restricted stock or RSUs that may be awarded or credited to a participant who is an employee cannot exceed 75,000 in any calendar year; and
|
•
|
Non-employee directors of the Company and the Bank cannot receive equity compensation with a fair market value in excess of two times the applicable annual cash retainer.
|
•
|
Earnings per share, whether or not calculated on a fully diluted basis;
|
•
|
Earnings before interest, taxes or other adjustments;
|
•
|
Return on equity, return on investment, return on invested capital or return on assets;
|
•
|
Appreciation in the price of common stock, whether with or without consideration of reinvested dividends;
|
•
|
Efficiency ratio or other measures comparing all or certain expenses of the Company or the Bank to revenue;
|
•
|
Return on tangible equity or tangible assets;
|
•
|
Net profit margin or increase in income, whether net income, net interest income or otherwise;
|
•
|
Growth in income or revenue, whether net or gross, or growth in market share;
|
•
|
Credit quality, net charge-offs, the ratio of nonperforming assets to total assets or loan loss allowance as a percentage of nonperforming assets, growth in loans or deposits or change in capital ratios; and
|
•
|
Mergers, acquisitions, sales of assets of affiliates or business units; the development of business units or lines of business; or the implementation of other items included in the Company’s or the Bank’s strategic plan.
|
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE RENASANT CORPORATION 2020 LONG-TERM INCENTIVE COMPENSATION PLAN.
|
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 2020.
|
STOCK OWNERSHIP
|
Name and Address
|
Number of Shares Beneficially Owned
|
Percent of Class
|
|||
The Vanguard Group, Inc.
|
4,899,534
|
|
(1)
|
8.72
|
%
|
100 Vanguard Boulevard Malvern, Pennsylvania 19355
|
|
|
|
||
BlackRock, Inc.
|
4,024,285
|
|
(2)
|
7.16
|
%
|
55 East 52nd Street New York, New York 10055
|
|
|
|
||
Dimensional Fund Advisors LP
|
3,826,605
|
|
(3)
|
6.81
|
%
|
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. 3) filed with the SEC on February 12, 2020 by The Vanguard Group, Inc. (“Vanguard”) reporting beneficial ownership as of December 31, 2019. Of the 4,899,534 shares covered by the Schedule 13G, Vanguard has sole voting power with respect to 52,528 shares, shared voting power with respect to 8,068 shares, sole dispositive power with respect to 4,844,661 shares and shared dispositive power with respect to 54,873 shares. According to the Schedule 13G, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 46,805 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 13,791 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. 10) filed with the SEC on February 6, 2020 by BlackRock, Inc. (“BlackRock”) reporting beneficial ownership as of December 31, 2019. Of the 4,024,285 shares covered by the Schedule 13G, BlackRock has sole voting power with respect to 3,892,933 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. 10) filed with the SEC on February 12, 2020 by Dimensional Fund Advisors LP (“Dimensional”) reporting beneficial ownership as of December 31, 2019. Of the 3,826,605 shares covered by the Schedule 13G, Dimensional has sole voting power with respect to 3,731,454 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 of Class
|
|||||||
Directors and Nominees:(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gary D. Butler
|
|
663
|
|
|
|
|
|
|
|
|
|
|
663
|
|
|
*
|
|
Donald Clark, Jr.
|
|
6,876
|
|
|
|
|
|
|
18,197
|
|
(2)
|
|
25,073
|
|
|
*
|
|
John M. Creekmore
|
|
18,612
|
|
|
|
|
|
|
|
|
|
|
18,612
|
|
|
*
|
|
Albert J. Dale, III
|
|
27,871
|
|
|
|
|
|
|
203
|
|
(3)
|
|
28,074
|
|
|
*
|
|
Jill V. Deer
|
|
11,148
|
|
|
|
|
|
|
|
|
|
|
11,148
|
|
|
*
|
|
Marshall H. Dickerson
|
|
11,233
|
|
(4)
|
|
|
|
|
|
|
|
|
11,233
|
|
|
*
|
|
Connie L. Engel
|
|
1,828
|
|
|
|
|
|
|
|
|
1,828
|
|
|
*
|
|
||
John T. Foy
|
|
38,056
|
|
|
|
|
|
|
|
|
|
|
38,056
|
|
|
*
|
|
Richard L. Heyer, Jr.
|
|
26,962
|
|
|
|
|
|
|
3,780
|
|
(5)
|
|
30,742
|
|
|
*
|
|
Neal A. Holland, Jr.
|
|
63,646
|
|
(6)
|
|
|
|
|
162,847
|
|
(6)
|
|
226,493
|
|
|
*
|
|
Michael D. Shmerling
|
|
160,682
|
|
|
|
|
|
|
1,519
|
|
(7)
|
|
162,201
|
|
|
*
|
|
Sean M. Suggs
|
|
2,073
|
|
|
|
|
|
|
|
|
2,073
|
|
|
*
|
|
||
Named Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
C. Mitchell Waycaster
|
|
153,948
|
|
(8)
|
|
|
|
|
|
|
|
|
153,948
|
|
|
*
|
|
Kevin D. Chapman
|
|
106,584
|
|
(9)
|
|
|
|
|
|
|
|
|
106,584
|
|
|
*
|
|
E. Robinson McGraw
|
|
257,031
|
|
(10)
|
|
|
|
|
|
|
|
|
257,031
|
|
|
*
|
|
J. Scott Cochran
|
|
91,350
|
|
(11)
|
|
|
|
|
270
|
|
(11)
|
|
91,620
|
|
|
*
|
|
Bartow Morgan, Jr.
|
|
686,917
|
|
(12)
|
|
|
|
|
|
|
|
686,917
|
|
|
1.22
|
%
|
|
All directors, nominees and executive officers as a group (26 persons total)
|
|
2,040,747
|
|
|
|
13,250
|
|
|
187,648
|
|
|
|
2,241,645
|
|
|
3.99
|
%
|
(1)
|
For each non-employee director, direct ownership includes 1,325 shares representing an award of time-based restricted stock under the LTIP that will vest as of the 2020 annual meeting. Each director possesses voting and dividend rights with respect to his or her shares. Dr. Butler did not receive this award.
|
(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, 8,086 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)
|
These shares are held by Mr. Shmerling's children.
|
(8)
|
Mr. Waycaster is also a member of our board of directors. Direct ownership includes an aggregate of 16,185 shares allocated to Mr. Waycaster’s accounts under our 401(k) plan, over which he has voting power, 39,265 shares representing an award of time-based restricted stock under our LTIP and 46,030 shares representing target awards of performance-based restricted stock under our LTIP.
|
(9)
|
Direct ownership includes an aggregate of 5,779 shares allocated to Mr. Chapman’s account under our 401(k) plan, over which he has voting power, 28,300 shares representing an award of time-based restricted stock under our LTIP and 27,950 shares representing target awards of performance-based restricted stock under our LTIP.
|
(10)
|
Mr. McGraw is also the Chairman of our board of directors. His direct ownership includes 30,590 shares representing an award of time-based restricted stock under our LTIP and 40,770 shares representing target awards of performance-based restricted stock under our 2011 LTIP.
|
(11)
|
Direct ownership includes an aggregate of 2,271 shares allocated to Mr. Cochran's account under our 401(k) plan, over which he has voting power, 20,350 shares representing an award of time-based restricted stock under our LTIP and 22,525 shares representing target awards of performance-based restricted stock under the LTIP. Other ownership includes 270 shares held by Mr. Cochran's children.
|
(12)
|
Of the 686,917 shares listed as directly owned, 610,800 shares are pledged as collateral for a loan. Direct ownership includes an aggregate of 20,242 shares allocated to Mr. Morgan’s account under our 401(k) plan, over which he has voting power, 12,350 shares representing an award of time-based restricted stock under our LTIP and 18,525 shares representing target awards of performance-based restricted stock under our LTIP.
|
|
|
Stock Units Allocated under the DSU Plan
|
|
Directors and Nominees:
|
|
|
|
Gary D. Butler
|
|
—
|
|
Donald Clark, Jr.
|
|
—
|
|
John M. Creekmore
|
|
3,928
|
|
Albert J. Dale, III
|
|
4,046
|
|
Jill V. Deer
|
|
4,556
|
|
Marshall H. Dickerson
|
|
5,575
|
|
Connie L. Engel
|
|
491
|
|
John T. Foy
|
|
8,141
|
|
Richard L. Heyer, Jr.
|
|
8,993
|
|
Neal A. Holland, Jr.
|
|
3,419
|
|
Michael D. Shmerling
|
|
19,762
|
|
Sean M. Suggs
|
|
564
|
|
Named Executive Officers:
|
|
|
|
E. Robinson McGraw
|
|
7,599
|
|
C. Mitchell Waycaster
|
|
125
|
|
Kevin D. Chapman
|
|
—
|
|
Bartow Morgan, Jr.
|
|
10,838
|
|
J. Scott Cochran
|
|
1,285
|
|
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
|
|
Page
|
2011 PLAN.................................................................................................................................................
|
A-1
|
DEFINITIONS.............................................................................................................................................
|
A-1
|
ADOPTION; RESERVATION OF SHARES; OTHER LIMITATIONS.........................................................
|
A-4
|
Adoption and Effective Date...................................................................................................................
|
A-4
|
Duration..................................................................................................................................................
|
A-4
|
Number and Type of Shares..................................................................................................................
|
A-4
|
Calculation of Available Shares..............................................................................................................
|
A-4
|
Adjustment.............................................................................................................................................
|
A-4
|
Additional Limitations.............................................................................................................................
|
A-4
|
ADMINISTRATION.....................................................................................................................................
|
A-5
|
Composition of the Committee...............................................................................................................
|
A-5
|
Power and Authority of the Committee...................................................................................................
|
A-5
|
Delegation..............................................................................................................................................
|
A-5
|
PARTICIPATION........................................................................................................................................
|
A-6
|
GENERALLY APPLICABLE PROVISION.................................................................................................
|
A-6
|
Conditions Precedent.............................................................................................................................
|
A-6
|
Duration of Certain Restrictions.............................................................................................................
|
A-6
|
Transferability of Incentives....................................................................................................................
|
A-6
|
Change in Control..................................................................................................................................
|
A-6
|
Recovery................................................................................................................................................
|
A-7
|
Further Holding Period...........................................................................................................................
|
A-7
|
OPTIONS...................................................................................................................................................
|
A-8
|
Grant of Options.....................................................................................................................................
|
A-8
|
Incentive Stock Options.........................................................................................................................
|
A-8
|
Manner of Exercise; Issuance of Common Stock..................................................................................
|
A-8
|
Shareholder Rights................................................................................................................................
|
A-9
|
Early Separation From Service..............................................................................................................
|
A-9
|
STOCK APPRECIATION RIGHTS.............................................................................................................
|
A-9
|
Grant of SARs........................................................................................................................................
|
A-9
|
Manner of Exercise................................................................................................................................
|
A-10
|
Early Separation from Service...............................................................................................................
|
A-10
|
Shareholder Rights................................................................................................................................
|
A-10
|
RESTRICTED STOCK...............................................................................................................................
|
A-10
|
General Provisions.................................................................................................................................
|
A-10
|
Restrictions.............................................................................................................................................
|
A-10
|
Shareholder Rights................................................................................................................................
|
A-10
|
Early Separation From Service..............................................................................................................
|
A-10
|
RESTRICTED STOCK UNITS...................................................................................................................
|
A-11
|
General Provisions.................................................................................................................................
|
A-11
|
Shareholder Rights................................................................................................................................
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A-11
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Settlement..............................................................................................................................................
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A-11
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Early Separation From Service..............................................................................................................
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A-11
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PERFORMANCE OBJECTIVES................................................................................................................
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A-12
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Determination of Performance Objectives and Performance Cycle.......................................................
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A-12
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Performance Objectives.........................................................................................................................
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A-12
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Satisfaction of Performance Objectives.................................................................................................
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A-12
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Early Separation From Service..............................................................................................................
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A-13
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DIRECTORS..............................................................................................................................................
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A-13
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Company Directors.................................................................................................................................
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A-13
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Bank Directors........................................................................................................................................
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A-13
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Other Grants and Awards.......................................................................................................................
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A-13
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Stock in lieu of Retainer.........................................................................................................................
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A-14
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Limitation................................................................................................................................................
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A-14
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ADDITIONAL ADMINISTRATIVE PROVISIONS.......................................................................................
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A-14
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Issuance of Common Stock...................................................................................................................
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A-14
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Delivery of Common Stock.....................................................................................................................
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A-14
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Withholding.............................................................................................................................................
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A-14
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Amendment............................................................................................................................................
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A-14
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Governing Law.......................................................................................................................................
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A-15
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Other Benefits........................................................................................................................................
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A-15
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Headings................................................................................................................................................
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A-15
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Construction...........................................................................................................................................
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A-15
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Unfunded Plan.......................................................................................................................................
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A-15
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No Continued Employment....................................................................................................................
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A-15
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a.
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Committed an intentional act of fraud, embezzlement or theft in the course of employment or otherwise engaged in any intentional misconduct which is materially injurious to the Company’s or an Affiliate’s financial condition or business reputation;
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b.
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Committed intentional damage to the property of the Company or an Affiliate or committed intentional wrongful disclosure of confidential information materially injurious to the Company’s or an Affiliate’s financial condition;
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c.
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Been indicted for the commission of a felony or a crime involving moral turpitude;
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d.
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Willfully and substantially refused to perform the essential duties of such Participant’s position, which has not been cured within 30 days following written notice by the Company;
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e.
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Intentionally, recklessly or negligently violated any applicable material provision of any code of ethics, code of conduct or equivalent code or policy of the Company or its Affiliates applicable to him or her; or
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f.
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Intentionally, recklessly or negligently violated any applicable material provision of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any of the rules adopted by the Securities and Exchange Commission (“SEC”) or other agency implementing or enforcing any such provision.
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a.
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A “Change in Equity Ownership” means that a person or group acquires, directly or indirectly in accordance with Code Section 318, more than 50% of the aggregate fair market value or voting power of the capital stock of the Company, including for this purpose capital stock previously acquired by such person or group; provided, however, that a Change in Equity Ownership shall not be deemed to occur hereunder if, at the time of any such acquisition, such person or group owns more than 50% of the aggregate fair market value or voting power of the Company’s capital stock.
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b.
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A “Change in Effective Control” means that (i) a person or group acquires or has acquired during the immediately preceding 12-month period ending on the date of the most recent acquisition by such person or group, directly or indirectly in accordance with Code Section 318, ownership of the capital stock of the Company possessing 35% or more of the total voting power of the Company, or (ii) a majority of the members of the Board of Directors of the Company is replaced during any 12-month period, whether by appointment or election, without endorsement by a majority of the members of the Board prior to the date of such appointment or election.
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c.
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A “Change in the Ownership of Assets” means that any person or group acquires, or has acquired in a series of transactions during the immediately preceding 12-month period ending on the date of the most recent acquisition, all or substantially all of the assets of the Company.
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d.
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A “Change by Merger” means that the Company shall consummate a merger or consolidation or similar transaction with another corporation or entity, unless as a result of such transaction, more than 50% of the then outstanding voting securities of the surviving or resulting corporation or entity shall be owned in the aggregate by the former shareholders of the Company and the voting securities of the surviving or resulting corporation or entity are owned in substantially the same proportion as the common stock of the Company was beneficially owned before such transaction.
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a.
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By the number of shares of Common Stock covered by Incentives that expire, are forfeited, lapse or are otherwise cancelled;
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b.
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By the number of shares of Common Stock tendered to or withheld by the Company in satisfaction of the Exercise Price of an Option or to satisfy a tax withholding obligation; and
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c.
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By the number of SARs or RSUs settled in cash.
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a.
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The aggregate number of shares of Common Stock that may be covered by Options granted in the form of ISOs shall be 600,000, subject to adjustment as provided in Section 3.5 hereof;
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b.
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The maximum number of shares of Common Stock covered by Options or SARs granted to an Employee in any calendar year shall not exceed an aggregate of 150,000 shares, subject to adjustment as provided in Section 3.5 hereof; and
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c.
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The maximum number of shares of Common Stock that may be awarded to an Employee in any calendar year in the form of Restricted Stock or RSUs shall not exceed an aggregate of 75,000 shares, subject to adjustment as provided in Section 3.5 hereof.
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a.
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To the extent that a grant or award made hereunder is intended to be an exempt transaction under Rule 16b-3 promulgated under the Exchange Act, each acting member of the Committee shall be a “non-employee director” within the meaning of such rule; and
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b.
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To the extent that a grant or award hereunder is made to a “named executive officer” of the Company (as defined in, and determined pursuant to, Item 402 of Regulation S-K promulgated by the SEC), such grant or award shall be made solely by the members of the Committee who are deemed “independent directors” within the meaning of Section 5605(a)(2) of the NASDAQ Stock Market Rules (or any successor rule thereto).
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a.
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If such Incentive is Restricted Stock or RSUs, such shares or units shall vest and be delivered or settled upon the earlier of: (i) the lapse of any Time-Based Vesting Period and/or Performance Cycle; or (ii) the date on which a Permitted Separation (as defined below) occurs.
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b.
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If such Incentive is Options or SARs, such Options or SARs shall vest and be exercisable upon the earlier of: (i) the date or dates determined under the applicable Incentive Agreement; or (ii) the date on which a Permitted Separation occurs. Options and SARs vested hereunder shall remain exercisable in accordance with their terms, provided that in no event shall the exercise period be less than six months (unless such Options or SARs would otherwise expire in accordance with their terms during such six-month period, in which event they shall expire in accordance with their terms).
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c.
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If any such Incentive is subject to Performance Objectives, such objectives shall be deemed satisfied at the target level; any additional shares or rights shall be deemed forfeited to and cancelled by the Company.
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d.
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Any Further Holding Period imposed under Section 6.6 hereof shall be deemed satisfied and lapsed.
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a.
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The term “Permitted Separation” means that a Participant who is an Employee shall, during the 24-month period following the consummation of a Change in Control (the “CIC Period”), Separate From Service involuntarily, other than on account of Cause, or on account of Good Reason.
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b.
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The term “Good Reason” shall have the meaning ascribed to it (or to words of similar import) in any individual change in control, employment, severance or similar agreement between the Company and a Participant. If there is no such individual agreement, the term shall mean that during the CIC Period, such Participant shall Separate From Service on account of a Good Reason Event.
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c.
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The term “Good Reason Event” shall mean and refer to: (i) a material reduction of such Participant’s base salary in effect prior to the Change in Control; (ii) a material reduction of such Participant’s authority, duties or responsibilities in effect prior to the Change in Control (other than a change in title); (iii) the transfer of such Participant’s primary business location to a primary location that is more than 30 miles from such location prior to the Change in Control; or (iv) any attempt on the part of the surviving entity following the Change in Control to require the Participant to perform (or omit to perform) any act or to engage (or omit to engage) in any conduct that would constitute illegal action or inaction on the part of the Participant. No event or condition shall constitute a Good Reason Event hereunder unless: (i) such Participant gives the Company notice of his or her objection to such event or condition within 30 days following the date such event first occurs (or the date such Participant should have first known of such event, if later); (ii) such event or condition is not promptly corrected by the Company, but in no event later than 30 days after receipt of such notice; and (iii) the Participant resigns his or her employment not more than 60 days following the expiration of the 30-day period described in subsection (ii) hereof.
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a.
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Such period shall earlier lapse in the event of death or Disability or the consummation of a Change in Control; and
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b.
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Such limitation shall be applicable only to those Participants who are subject to Section 16 of the Exchange Act at the time Net Shares are delivered or settled.
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a.
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The per share Exercise Price of any Option granted hereunder shall be not less than the Fair Market Value of a share of Common Stock on the Grant Date;
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b.
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The number of shares of Common Stock covered by an Option shall be designated by the Committee on the Grant Date;
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c.
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The term of each Option shall be determined by the Committee, but shall not be longer than ten years, measured from the Grant Date;
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d.
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The exercise of an Option may be subject to a Time-Based Vesting Period, the attainment of Performance Objectives during a Performance Cycle and/or such other conditions as the Committee deems appropriate; and
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e.
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Options may be subject to such additional terms and conditions imposed by the Committee, not inconsistent with the terms of the Plan.
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a.
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No ISO shall be granted to a Participant unless such Participant is an Employee;
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b.
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No ISO shall be granted to a Participant if the aggregate Fair Market Value of Common Stock with respect to which such ISO is first exercisable during any calendar year, whether under this Plan or any other plan of the Company and its Affiliates, exceeds $100,000;
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c.
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No ISO shall be granted to any Participant who owns, directly or indirectly, more than 10% of the total combined voting power of all classes of stock of the Company, as determined in accordance with Code Section 424, unless the Exercise Price is not less than 110% of Fair Market Value, determined on the Grant Date and the expiration date of such Option is five years measured from the Grant Date; and
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d.
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An ISO granted hereunder shall be subject to such additional terms and conditions as the Committee deems necessary or advisable, consistent with the provisions of Code Section 422.
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a.
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The one-year period following the date of the Employee’s death or Disability, but by the Employee’s estate or heirs or other representatives;
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b.
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The three-year period following Retirement; or
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c.
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The 30-day period following a Separation From Service for any other reason, except Cause.
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a.
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Each SAR shall relate to the number of shares of Common Stock designated by the Committee as of the Grant Date;
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b.
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The Base Price of each SAR shall not be less than the Fair Market Value of a share of Common Stock determined as of the Grant Date;
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c.
|
The term of each SAR shall be determined by the Committee, but shall not be longer than ten years, measured from the Grant Date;
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d.
|
The exercise of a SAR may be subject to a Time-Based Vesting Period, the attainment of Performance Objectives during a Performance Cycle and/or such other conditions as the Committee deems appropriate; and
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e.
|
SARs may be subject to such additional terms and conditions imposed by the Committee, not inconsistent with the terms of the Plan.
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a.
|
The number of shares of Restricted Stock shall be fixed by the Committee as of the Award Date;
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b.
|
The Committee shall fix the consideration to be paid for such stock, if any, as of the Award Date; and
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c.
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The Committee may, as of the Award Date, impose a Time-Based Vesting Period and/or Performance Objectives and such additional terms, conditions and restrictions as the Committee, in its discretion, deems necessary or appropriate.
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a.
|
If dividends are payable in the form of Common Stock, such shares shall be delivered to the Participant currently, but subject to the restrictions and limitations otherwise applicable to the underlying Restricted Stock; or
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b.
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If dividends are payable in the form of cash, such dividends: (i) shall be paid to the Participant currently if the Time-Based Vesting Period or Performance Cycle is not more than one year or if the Incentive Agreement specifically provides for the current payment of dividends; or (ii) shall be cumulated in the form of Dividend Equivalents if such period or cycle is more than one year.
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a.
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If Restricted Stock is subject only to Time-Based Vesting and such separation is on account of Retirement, death, Disability or involuntary termination, other than on account of Cause, a prorated number of shares and, if applicable, Dividend Equivalents shall be delivered as of the Participant’s Separation Date free of restriction (proration based upon the Participant’s period of service during the applicable Time-Based Vesting Period). Any remaining shares and equivalents shall be deemed cancelled by and forfeited to the Company.
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b.
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If Restricted Stock is subject only to Time-Based Vesting and such separation is not for a reason specified in subsection a hereof, all shares of Restricted Stock and, if applicable, Dividend Equivalents shall be deemed cancelled by and forfeited to the Company without consideration as of such Participant’s Separation Date.
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c.
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If Restricted Stock is subject to Performance Objectives, the provisions of Section 11.4 shall apply.
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10.
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RESTRICTED STOCK UNITS:
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a.
|
The number of units shall be fixed by the Committee at the time of award;
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b.
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The Committee shall, at the time of award, fix a Time-Based Vesting Period and/or a Performance Cycle during which RSUs shall be and remain credited to each Participant’s bookkeeping account; and
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c.
|
The Committee may impose such additional terms, conditions and restrictions as it determines necessary and appropriate.
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a.
|
Dividend Equivalents shall be credited to the bookkeeping account, as and when cash dividends on Common Stock are declared and paid by the Company; and
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b.
|
If dividends on Common Stock are paid in the form of stock, additional RSUs shall be credited to the bookkeeping account of each Participant, based upon the number of units credited to such account as of the applicable dividend payment date.
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a.
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The Company’s earnings per share, whether or not calculated on a fully diluted basis;
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b.
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The Company’s earnings before interest, taxes, or other adjustments;
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c.
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the Company’s return on equity, return on investment, return on invested capital, or return on assets;
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d.
|
Appreciation in the price of Common Stock, whether with or without consideration of reinvested dividends, including total shareholder return;
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e.
|
Efficiency ratio or other measures comparing all or certain expenses of the Bank or the Company, as the case may be, to revenue;
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f.
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As to the Company, return on tangible equity or tangible assets;
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g.
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As the Company or the Bank, net profit margin or increase in income, whether net income, net interest income, or otherwise;
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h.
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As to the Company, an Affiliate, or any region, unit, division, or profit center of the Company or an Affiliate, growth in income or revenue, whether net or gross, or growth in market share;
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i.
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As to the Bank or any region, unit, division, or profit center thereof, credit quality, net charge-offs, the ratio of nonperforming assets to total assets or loan loss allowance as a percentage of nonperforming assets, or growth in loans or deposits or change in capital ratios;
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j.
|
Mergers, acquisitions, sales of assets of Affiliates or business units or the development of business units or lines of business or the implementation of other items included in the Company’s or the Bank’s strategic objectives; and
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k.
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Any other objective or subjective measure or metric designated by the Committee.
|
a.
|
If such separation is on account of Retirement, death, Disability or involuntary termination, other than on account of Cause, Performance Objectives shall be deemed satisfied as to the number of Incentives determined at the end of the Performance Cycle, prorated to reflect Participant’s period of service during such cycle.
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b.
|
If such separation is for a reason not otherwise specified in subsection a hereto, Incentives then subject to Performance Objectives shall be deemed cancelled by and forfeited to the Company, without compensation, as of such Participant’s Separation Date.
|
a.
|
The number of shares of Restricted Stock awarded hereunder shall equal the quotient of (i) such amount as may be fixed annually by the Board, subject to the limits of the Plan, divided by (ii) the per share Fair Market Value of Common Stock as of January 1 of the calendar year in which the Director Equity Award Date (as defined below) occurs.
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b.
|
Awards hereunder shall be made annually, as of the annual meeting of the Company’s shareholders; provided that if a Company Director commences service after such meeting, the director shall receive an award of Restricted Stock as of the date on which service commences, but the number of shares shall be prorated to reflect the number of days remaining in the applicable Restriction Period (as defined below) (the date of either such award, the “Director Equity Award Date”).
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c.
|
Restricted Stock awarded hereunder shall not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of, whether voluntarily or involuntarily, during the one-year period beginning on the Director Equity Award Date and ending on the one-year anniversary of such date or if earlier, the next annual meeting of the Company’s shareholders that is at least 50 weeks after the immediately preceding annual meeting; provided that a prorated award made in accordance with subsection b shall be subject to such restrictions for 12 months (either such period, the “Restriction Period”).
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d.
|
At the end of a Restriction Period, Restricted Stock awarded to a Company Director in respect of such period shall be delivered free of the restrictions imposed under subsection c hereof (but not those imposed under Section 6.6 hereof), provided that such director is then a member of the Board. If a Company Director dies, becomes Disabled or retires from the Board (as determined in accordance with the Board’s customary governance documents) during a Restriction Period, at the end of such period Restricted Stock shall be delivered to such director free of restriction, but the number of shares so delivered shall be prorated to reflect the number of days served during such period. In all other events, if a Company Director has ceased to serve as of the last day of the Restriction Period, Restricted Stock awarded hereunder shall be cancelled by and forfeited to the Company.
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a.
|
The amount of such cash retainer to be received in the form of Common Stock; divided by
|
b.
|
The Fair Market Value of Common Stock, determined as of the date on which such retainer would otherwise be paid or payable.
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