Renasant Corp DEF 14A, filed Mar 13, 2023

Renasant Corp (RNST)

DEF 14A 2023-03-13

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About this DEF 14A

Renasant Corp filed this DEF 14A on March 13, 2023.

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TIME AND PLACE			1:30 p.m., Central time, on Tuesday, April 25, 2023 Renasant Bank 209 Troy Street Tupelo, Mississippi 38804-4827
ITEMS OF BUSINESS			1.Election of four Class 3 directors who will each serve a three-year term expiring in 2026; 2.Adoption, in a non-binding advisory vote, of a resolution approving the compensation of our named executive officers; 3.Recommendation, in a non-binding advisory vote, whether the non-binding advisory vote to approve the compensation of our named executive officers should be held every year, every two years or every three years; 4.Ratification of the appointment of HORNE LLP as Renasant’s independent registered public accountants for 2023; and 5.Transaction of such other business as may properly come before the annual meeting or any adjournments or postponements thereof.
RECORD DATE			You can vote if you were a shareholder of record as of the close of business on February 17, 2023.
ANNUAL REPORT; INTERNET AVAILABILITY OF MATERIALS			Our proxy statement, proxy card and Annual Report on Form 10-K for the year ended December 31, 2022, which serves as our Annual Report to Shareholders but is not part of our solicitation materials, have 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.
PROXY VOTING			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.


			Page
PROXY SUMMARY.........................................................................................................................................			1
Voting............................................................................................................................................................			1
2022 Financial and Compensation Highlights..............................................................................................			2
Environmental, Social and Governance Highlights for 2022........................................................................			4
CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS....................................................			6
Governing Documents and Practices............................................................................................................			6
Board of Directors.........................................................................................................................................			9
Director Independence..................................................................................................................................			10
Board Leadership Structure..........................................................................................................................			10
Board Committees.........................................................................................................................................			11
Role of the Board in Risk Oversight.............................................................................................................			13
Director Selection and Diversity...................................................................................................................			16
Related Person Transactions.........................................................................................................................			18
Legal Proceedings Involving a Director or Executive Officer and the Company or the Bank.....................			18
Shareholder Communications.......................................................................................................................			18
BOARD MEMBERS AND COMPENSATION.............................................................................................			21
Members of the Board of Directors..............................................................................................................			21
Director Compensation.................................................................................................................................			26
EXECUTIVE OFFICERS................................................................................................................................			28
COMPENSATION DISCUSSION AND ANALYSIS....................................................................................			30
Say-on-Pay....................................................................................................................................................			30
Objectives of Our Compensation Program...................................................................................................			30
Compensation Committee Practices.............................................................................................................			32
Decision-Making Process for 2022...............................................................................................................			36
2022 Compensation Decisions......................................................................................................................			37
COMPENSATION COMMITTEE REPORT.............................................................................................			43
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION......................			43
COMPENSATION TABLES.........................................................................................................................			44
2022 Summary Compensation Table............................................................................................................			44
Grants of Plan-Based Awards.......................................................................................................................			46
Outstanding Equity Awards as of December 31, 2022.................................................................................			47
Vested Restricted Stock................................................................................................................................			47
Pension Benefits............................................................................................................................................			48
Non-Qualified Deferred Compensation........................................................................................................			48
Payments and Rights on Termination or Change in Control........................................................................			49
OTHER COMPENSATION-RELATED DISCLOSURES........................................................................			55
CEO Pay Ratio..............................................................................................................................................			55
Pay Versus Performance...............................................................................................................................			56
REPORT OF THE AUDIT COMMITTEE....................................................................................................			59
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.....................................................................			60


			Page
VOTING YOUR SHARES...............................................................................................................................			61
Attending the Annual Meeting......................................................................................................................			61
Record Date; Shares Outstanding.................................................................................................................			61
Voting............................................................................................................................................................			61
Quorum.........................................................................................................................................................			61
How Votes are Counted................................................................................................................................			61
Required Vote for Each Proposal..................................................................................................................			62
Shares Held by the Renasant 401(k) Plan.....................................................................................................			62
Solicitation and Revocation of Proxies.........................................................................................................			62
PROPOSALS.....................................................................................................................................................			64
Proposal 1 - Election of Four Class 3 Directors............................................................................................			64
Proposal 2 - Advisory Vote on Executive Compensation.............................................................................			64
Proposal 3 - Advisory Vote on the Frequency of the Shareholder Vote on Executive Compensation.........			65
Proposal 4 - Ratification of the Appointment of HORNE LLP as Independent Registered Public Accountants for 2023....................................................................................................................................			65
Other Matters................................................................................................................................................			66
STOCK OWNERSHIP.....................................................................................................................................			67
Common Stock Ownership Greater than 5%................................................................................................			67
Beneficial Ownership of Common Stock by Directors and Executive Officers...........................................			68
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K........................................................................			70
APPENDIX A - NON-GAAP FINANCIAL INFORMATION.....................................................................			A-1


	More Information	Board Recommendation
Proposal 1 Election of Class 3 Directors (four nominees)	Page 64	FOR each nominee
Proposal 2 Adoption of a non-binding, advisory resolution approving the compensation of our named executive officers	Page 64	FOR
Proposal 3 Recommendation, in a non-binding advisory vote, whether the non-binding advisory vote to approve the compensation of our named executive officers should occur every year, every two years or every three years	Page 65	Every One Year
Proposal 4 Ratification of the appointment of HORNE LLP as our independent registered public accountants for 2023	Page 65	FOR


Internet	Telephone	Mail
Visit www.proxyvote.com. You will need the control number on your Notice or the proxy card mailed to you, as applicable.	Call toll free (800) 690-6903. You will need the control number on the Notice or your proxy card, as applicable.	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.


	Year Ended December 31,
	2022		2021		2020		2019		2018
Diluted EPS (GAAP)	$2.95		$3.12		$1.48		$2.88		$2.79
Adjusted Diluted EPS (non-GAAP)(1)	$3.00		$2.98		$1.93		$3.03		$3.00
Return on Average Shareholders’ Equity (GAAP)	7.60	%	7.96	%	3.96	%	7.95	%	8.64	%
Adjusted Return on Average Tangible Shareholders’ Equity (non-GAAP)(1)	14.20	%	13.89	%	10.06	%	16.15	%	17.14	%
Return on Average Assets (GAAP)	1.00	%	1.11	%	0.58	%	1.30	%	1.32	%
Adjusted Return on Average Tangible Assets (non-GAAP)(1)	1.10	%	1.16	%	0.85	%	1.54	%	1.58	%


Correlation Measure	Comparative Compensation Measure	Correlation
Diluted earnings per share (EPS)	Total cash compensation, which includes base salary and an annual performance-based cash award	•EPS is an annual measure of earnings •Cash compensation represents payments with an annual focus
Total shareholder return (TSR)	Total realized compensation, which includes base salary and an annual cash award, which is performance-based, and the value of equity compensation, a portion of which is performance-based	•TSR measures the delivery of shareholder value over a longer period •Total compensation, including equity compensation, includes payments that provide value over longer periods


Our Customers			•We experienced double-digit increases in the use of our digital banking services, including mobile banking solutions and payments. The Bank also developed a strategic plan to implement Interactive Teller Machines (ITMs) across our footprint, in addition to the five ITMs launched in 2021, bringing our total to 39 machines. We added an ITM in Mississippi in 2022 and now have ITMs in five states. •We developed a dedicated customer experience program – RNSTX. The program is designed to improve customer service, increase customer loyalty and promote customer advocacy. Customer evaluation is a core element of the RNSTX program, and in 2022 we conducted over 9,800 customer evaluations, which we used to increase the effectiveness of our customer service, including customer effort, satisfaction, overall experience, and loyalty scores. In addition, 55% of our employees received perfect customer evaluations. •To ensure a consistent and exceptional customer experience, we expanded our Voice of the Customer Program to include Commercial Payments-Treasury Solutions Services. •We provided over 1,500 hours of customer engagement training to employees, including retail team leaders, branch managers and personal bankers.
Our Communities			•Renasant Roots serves as our community and financial empowerment program, designed to provide credit and home ownership education, small business technical assistance, youth mentoring, theft mitigation, and charitable contributions. •We originated more than $521 million in Community Development Loans. We also made Community Development Loans in the form of lines of credit for Community Development Financial Institutions. •We made loans through government sponsored programs totaling over $484 million, which have features attractive to low- and moderate-income borrowers. •We made 970 Community Homebuyer Mortgage loans, totaling $227 million. These loans are intended to be attractive to borrowers in low- and moderate-income census tracts and contain terms and features to support applicants who may not otherwise qualify for our traditional mortgage products. These loans are also available to majority-minority census tracts as part of a special purpose credit program. •We introduced a down payment assistance program to provide down payment and/or closing costs assistance to low- and moderate-income borrowers in the Company’s service area in support of successful and improved Community Reinvestment Act lending efforts. 166 grants were provided totaling $791,000.


Our Employees			•We implemented significant portions of the strategic plan developed by our Social Responsibility, Diversity, and Inclusion Committee. The plan is focused on establishing multiple channels of communication and encouraging employee engagement, training and education. •We expanded our Rise with Renasant Program for women. In 2022 we held a women’s conference open to female Renasant employees in leadership positions at all levels of the Company designed to facilitate personal and professional development of female employees. •We encouraged employee engagement and feedback through surveys including an equity, diversity and inclusion survey. •We increased our minimum wage to $18.00 per hour. •Renasant announced a new paid parental leave program to eligible employees for qualifying events, as well as eight paid hours of community service, encouraging employees to serve our communities in meaningful ways. •To proactively focus on customer engagement activities and provide employees with a more diverse, well-rounded and focused curriculum, we streamlined the training required to be completed by each employee while still meeting regulatory expectations, allowing Renasant to institute additional learning and engagement opportunities that meet the needs of our business and the career aspirations of our employees. •Our employees completed over 48,000 hours (approximately 20 hours per employee) of training through our learning and development programs that included personal and professional development, role-based training, experiential learning, mentoring and maintenance of industry qualifications.


Corporate Governance Guidelines			The Renasant Corporation Corporate Governance Guidelines (our “Governance Guidelines”) set forth principles that, together with our Articles of Incorporation, as amended, our Amended and Restated Bylaws, as amended (which we refer to as our “Bylaws”), committee charters and other policies, such as our Code of Business Conduct and Ethics, guide the board’s governance of Renasant. The Governance Guidelines address topics such as director qualifications, the board’s leadership structure, board responsibilities and the conduct of its operations, director education and other matters. A copy of our Governance Guidelines is available at www.renasant.com by clicking on “Corporate Governance,” then on “Documents, Charters & Selected Policies” and selecting “Corporate Governance Guidelines.”
Code of Ethics			We expect our directors, officers and employees to act with integrity and make decisions that are in our best interests and discourage situations that present a conflict between our interests and their personal interests. Under our Code of Business Conduct and Ethics (our “Code of Ethics”), our directors, officers and employees may not engage in any business or conduct, or enter into any contract or arrangement, that would give rise to an actual or potential conflict of interest without the prior approval of, for directors, the board or, as to officers and employees, their supervisor. We require our directors, officers and employees to annually certify that they have read and understand their obligations under the Code of Ethics. A copy of our Code of Ethics is available at www.renasant.com by clicking on “Corporate Governance,” then on “Documents, Charters & Selected Policies” and selecting “Code of Business Conduct and Ethics.”
Committee Charters			The board has five standing committees: an executive committee, an audit committee, a compensation committee, an enterprise risk management committee (the “ERM committee”) and a nominating and corporate governance committee (the “nominating committee”). Each committee is governed by a written charter, which is annually reviewed and updated (as necessary). Copies of our committee charters are available at www.renasant.com by clicking on “Corporate Governance,” then on “Documents, Charters & Selected Policies” and selecting the desired document.


Majority Voting Policy			The board has adopted a “majority voting” policy for the election of directors. Under this policy, which applies only in uncontested elections, any nominee for director who receives a greater number of “withhold” votes for his or her election than votes “for” such election, although still elected to the board, must promptly tender his or her resignation as a director. This resignation will become effective upon acceptance by the board. If a resignation is tendered under these circumstances, the nominating committee will consider the resignation and recommend to the board whether to accept or reject the director’s resignation. No later than 90 days after the shareholders meeting that resulted in a director being required to submit his or her resignation, the board must consider the nominating committee’s recommendation and act on the director’s resignation. Both the nominating committee’s recommendation and the board’s decision with respect to a tendered resignation may include a range of alternatives, including acceptance of the resignation, rejection of it or rejection of it coupled with a commitment to address and cure the reasons believed to underlie the “withhold” votes. All relevant factors may be considered by the nominating committee and the board in evaluating whether to accept or reject a director’s resignation. These factors may include the reasons given by shareholders for the “withhold” vote, if known, and the impact on our compliance with SEC regulations and Nasdaq listing rules if the director were to no longer serve on the board and the committees on which he or she serves. The director at issue may not participate in the committee’s and the board’s deliberations. The board’s decision will be disclosed in a Current Report on Form 8-K furnished to the SEC promptly after the board arrives at a decision regarding whether to accept or reject the director’s resignation (with the reason(s) for rejecting the resignation, if applicable).
Stock Ownership Guidelines			The board has adopted written stock ownership guidelines applicable to our directors and executive officers. More details about how the guidelines apply to our executives can be found under the heading “Compensation Committee Practices” in the Compensation Discussion and Analysis section below. For our non-employee directors, the stock ownership guidelines require each director to maintain a meaningful investment in Renasant common stock, which we believe demonstrates a commitment to increasing the long-term value of our stock and aligns the financial interests of our directors with those of our shareholders. Under the guidelines, within the first year of becoming a non-employee director, a director must own at least 500 shares of common stock, and within five years of becoming a director, each non-employee director must own stock with a value equal to at least three times the annual cash retainer. The value of a director’s Renasant stock is determined as of January 1 each year, using the average closing market price of our stock for the 20 trading day period ending on the last day of the prior year. Shares that a director has pledged do not count toward a director’s required minimum ownership levels. Based on an annual cash retainer of $60,000 (the retainer in effect on January 1, 2023), the guidelines require directors with at least five years of service to own Renasant common stock with a value of at least $180,000. The average closing price of our stock for the 20 trading days ending December 31, 2022 was $38.41, and based on that price all of our directors own at least approximately $200,000 of our common stock (and most own substantially more).


Insider Trading Policy			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 trading restrictions apply to our directors, senior executive officers and certain other individuals, such as senior accounting staff (all of whom we refer to as “covered persons”): •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. •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.
Hedging and Pledging Policy			Renasant maintains a Policy on Hedging or Pledging Company Stock (our “Hedging Policy”). A primary goal of our compensation program and our stock ownership requirements is to align the economic interests of our directors and executive officers with those of our shareholders. We believe that allowing a director or employee to hedge the economic risk of owning our stock undermines the intended economic alignment. The Hedging Policy prohibits our directors, officers, employees and their respective “designees” (explained below) from entering into a transaction that has the effect of hedging the economic risks associated with the ownership of our common stock. Specifically, our directors, officers and employees and their designees are prohibited from engaging in any of the following activities: •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 •Engaging in short sale transactions in Renasant securities. A person is a “designee” of a director, officer or employee for purposes of the Hedging Policy 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. 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 and named executive officers 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.”


Review and Approval of Related Person Transactions			The board is responsible for reviewing and approving or ratifying all material transactions between us or our subsidiaries and any of our directors (including nominees for election as directors) or executive officers, their immediate family members and businesses with which they are associated, and any shareholder owning more than 10% of our outstanding stock, all referred to as “related persons.” Other than our Code of Ethics and our employee manual, 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 and Regulation W promulgated thereunder (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). Additional information about the process the board uses to identify related person transactions and the transactions that the board has reviewed and approved may be found below under the heading “Related Person Transactions.”


Class 1	Class 2	Class 3
Donald Clark, Jr.	John M. Creekmore	Gary D. Butler
Albert J. Dale, III	Jill V. Deer	John T. Foy
Connie L. Engel	Neal A. Holland, Jr.	Richard L. Heyer, Jr.
C. Mitchell Waycaster	E. Robinson McGraw	Michael D. Shmerling(1)
	Sean M. Suggs


Executive Committee
John M. Creekmore, Chair Neal A. Holland, Jr., Vice-Chair Albert J. Dale, III John T. Foy E. Robinson McGraw C. Mitchell Waycaster			The executive committee exercises the power and authority of the full board of directors between scheduled board meetings. Among other things, the executive committee takes a lead role in overseeing the preparation of our annual budget and succession planning for our senior management. The ability of the executive committee to act is subject to limitations imposed under Mississippi law and the committee’s charter. The executive committee is composed of the chairman of the board, the lead director, the chief executive officer and three additional directors who are “independent directors” as defined in the Nasdaq Listing Rules. The executive committee met 18 times in 2022.


Board Diversity Matrix (as of March 13, 2023)
Total Number of Directors	13
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	2 (Jill V. Deer, Connie L. Engel)	11	0	0
Part II: Demographic Background
African American or Black	0	1 (Sean M. Suggs)	0	n/a
Alaskan Native or Native American	0	0	0	n/a
Asian	0	0	0	n/a
Hispanic or Latinx	0	0	0	n/a
Native Hawaiian or Pacific Islander	0	0	0	n/a
White	2	10	0	n/a
Two or More Races or Ethnicities	0	0	0	n/a
LGBTQ+	0
Did Not Disclose Demographic Background	0


Name	Age	Class	Background, Experience, Qualifications and Skills
Donald Clark, Jr. Director since 2017	73	1	Background: Mr. Clark is Of Counsel at Butler Snow, LLP, the largest law firm based in the State of Mississippi. 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. His 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	72	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. 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, Experience, Qualifications and Skills
Connie L. Engel Director since 2018	70	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 oversees Childress Klein’s Senior Living and Brokerage divisions in Atlanta, Georgia. Since 2005, Ms. Engel has served on the Board of Trustees of the 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 Cobb Marietta Convention and Exhibit Hall Authority. Experience/Qualifications/Skills: Commercial real estate lending is a significant aspect of our operations. Ms. Engel’s extensive experience in commercial real estate 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 Group Holdings, Inc. prior to our acquisition of the company in September 2018. We believe this experience allows her to be a valuable member of our audit committee.
C. Mitchell Waycaster Director since 2018	64	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 areas of the Bank’s operations. This experience gives Mr. Waycaster a detailed understanding of our operations as well as the opportunities and challenges that we face. It is unlikely that any other Renasant employee has a better understanding of 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.
John M. Creekmore Director since 1997	67	2	Background: Mr. Creekmore is retired. Prior to his retirement, Mr. Creekmore served as general counsel to United Furniture Industries, Inc. from July 2017 until July 2021. Prior to joining United Furniture Industries, Inc., Mr. Creekmore was the owner of the Creekmore Law Office, PLLC. Experience/Qualifications/Skills: As the former 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 resides in Amory, Mississippi, and helps shape our policies with respect to our smaller markets.


Name	Age	Class	Background, Experience, Qualifications and Skills
Jill V. Deer Director since 2010	60	2	Background: Ms. Deer is Chief Administrative Officer for Brasfield & Gorrie, L.L.C., one of the nation’s largest privately-held construction firms (“B&G”), and a member of the company’s executive team. In her role as Chief Administrative Officer, Ms. Deer is responsible for strategic planning and leads, among other areas, B&G’s human resources, legal, insurance and risk, and corporate responsibility (which includes diversity and inclusion and sustainability) groups. Prior to joining B&G in 2014, Ms. Deer served as a principal of Bayer Properties, L.L.C., a full service real estate company based in Birmingham, Alabama, that owns, develops and manages commercial real estate. Ms. Deer joined Bayer Properties in 1999 to serve as an executive officer and general counsel of the company. Prior to that time, she was a partner in a large regional law firm in Birmingham practicing in the area of commercial real estate finance. Experience/Qualifications/Skills: Ms. Deer’s role at B&G gives her the skill to assist the board in its oversight of our risk management, human capital management and other operations. She also has an intimate knowledge of the real estate and construction industries, which gives the board an additional resource in understanding the risks and trends associated with commercial real estate, especially because B&G operates in many of the same markets in which Renasant is located. In addition, 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. Finally, her experience in strategic planning assists the board in oversight of the formulation and implementation of our strategic plans, including with respect to our corporate social responsibility efforts.
Neal A. Holland, Jr. Director since 2005	67	2	Background: Mr. Holland has been president and CEO 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: In addition to the guidance that Mr. Holland can provide the board from his long experience as a business owner, 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 customer’s perspective to the board’s discussions.


Audit Committee
John T. Foy, Chair Jill V. Deer, Vice-Chair Gary D. Butler Connie L. Engel Michael D. Shmerling Sean M. Suggs			The audit committee’s responsibilities include the following: •Appointing, approving the compensation of and overseeing our independent registered public accountants; •Monitoring the integrity of our financial reporting process and system of internal controls; •Monitoring the independence and performance of our independent registered public accountants and internal auditing department; •Pre-approving all auditing and permitted non-audit services provided by our independent registered public accountants; •Facilitating communication among our independent registered public accountants, management, the internal auditing department and the board of directors; and •Establishing procedures for (1) the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters and (2) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. The Report of the Audit Committee and Independent Registered Public Accountants sections below describe the actions taken in 2022 and the committee’s processes. In 2022, the committee held 12 meetings. Each member of our audit committee is an “independent director” within the meaning of the Nasdaq Listing Rules, satisfies the other requirements for audit committee membership under the Nasdaq Listing Rules and meets all independence requirements under SEC regulations. The board has determined that Mr. Suggs and Mr. Foy each qualify as an “audit committee financial expert” under applicable SEC regulations and satisfy the financial sophistication requirements under the Nasdaq Listing Rules. Mr. Shmerling, who is retiring as of the 2023 Annual Meeting, also qualifies as an audit committee financial expert.
Nominating and Corporate Governance Committee
Neal A. Holland, Jr., Chair John M. Creekmore, Vice-Chair Donald Clark, Jr. John T. Foy Richard L. Heyer, Jr. Michael D. Shmerling			The nominating committee evaluates, nominates and recommends individuals for membership on our board of directors and the board committees. Specific information about our director selection process is below under the heading “Director Selection and Diversity.” In addition, the committee oversees the formation and implementation of our governance policies, including our Governance Guidelines and stock ownership guidelines, and oversees the annual board and director performance assessments. The committee also takes a lead role in the board oversight of our efforts with respect to ESG and equity, diversity and inclusion matters. More information about our Governance Guidelines, stock ownership guidelines and these assessments may be found under the “Governing Documents and Practices” and “Board of Directors” headings above. Each member of the nominating committee is an “independent director” under the Nasdaq Listing Rules. The committee met six times in 2022.


Compensation Committee
Albert J. Dale, III, Chair Richard L. Heyer, Jr., Vice-Chair Donald Clark, Jr. John M. Creekmore Jill V. Deer Neal A. Holland, Jr.			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 committee charter does not allow the committee to delegate its functions. The Compensation Discussion and Analysis section below explains the compensation committee’s processes and procedures with respect to our executive compensation program and discusses the specific decisions about the 2022 compensation of our named executive officers. The committee met six times in 2022. 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 or any other source that might impair the director’s independent judgment, including whether the member is considered our affiliate and additional relevant factors, such as, for Messrs. Creekmore and Heyer, the Bank’s employment of their sons.
Enterprise Risk Management Committee
Michael D. Shmerling, Chair John T. Foy, Vice-Chair Gary D. Butler John M. Creekmore Albert J. Dale, III O. Leonard Dorminey* Neal A. Holland, Jr. Sean M. Suggs			The ERM committee has overall responsibility for our enterprise-wide risk assessment, management and oversight process. To ensure that the committee has insight into our overall operations, the chairs of our executive, audit, compensation and nominating committees and the Bank’s credit review and technology committees are members of the ERM committee. More information about the Company’s risk assessment process and the role of the ERM committee in this process may be found below under the heading “Role of the Board in Risk Oversight.” Each member of the ERM committee is an “independent director” as defined under the Nasdaq Listing Rules. In 2022, the committee met four times.


2022 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
Gary D. Butler	$	70,250	$	52,051	$	—	$	1,418	$	123,719
Donald Clark, Jr.	61,000		52,051		—		1,418		114,469
John M. Creekmore	92,000		52,051		—		13,333		157,384
Albert J. Dale, III	96,000		52,051		—		12,556		160,607
Jill V. Deer	62,250		52,051		—		1,418		115,719
Connie L. Engel	72,500		52,051		—		1,418		125,969
John T. Foy	81,500		52,051		—		2,195		135,746
Richard L. Heyer, Jr.	73,500		52,051		—		1,418		126,969
Neal A. Holland, Jr.	97,000		52,051		—		17,332		166,383
Michael D. Shmerling	76,625		52,051		—		12,556		141,232
Sean M. Suggs	67,250		52,051		—		1,418		120,719


Name	Age	Position
Kevin D. Chapman	47	Our Executive Vice President since January 2011 and Chief Operating Officer since May 2018. Mr. Chapman served as our and the Bank’s Chief Financial Officer from October 2011 until August 2020 and our Corporate Controller from May 2006 until October 2011. He has served as Senior Executive Vice President of the Bank since January 2011 and Chief Operating Officer of the Bank since May 2018. Since May 2018, he has also served as a director of the Bank.
J. Scott Cochran	59	Our Executive Vice President since April 2007; he has served as Chief Core Banking Officer since August 2020; prior to that role, Mr. Cochran 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.
Kelly W. Hutcheson	40	Our and the Bank’s Chief Accounting Officer since March 2017. Prior to that time, she served as the Bank’s Senior Accounting Manager since 2011. Prior to joining Renasant in 2011, Ms. Hutcheson was a Certified Public Accountant with KPMG, LLP, serving clients in various industries throughout the southeastern United States.


Name	Age	Position
Mark W. Jeanfreau	48	Our and the Bank’s General Counsel since January 2020 and our Executive Vice President since September 2017; he has also served as a Senior Executive Vice President of the Bank since September 2017 and as the Chief Governance Officer of the Bank since July 2021. Prior to his assumption of the General Counsel position, 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.
James C. Mabry IV	65	Our and the Bank’s Chief Financial Officer since August 2020; he has also served as our Executive Vice President and a Senior Executive Vice President of the Bank over the same period. Prior to joining Renasant, Mr. Mabry served as Executive Vice President of Investor Relations and Mergers/Acquisitions for South State Corporation, beginning in August 2015. Prior to that role, Mr. Mabry served as a managing director of Keefe, Bruyette and Woods, a Stifel Company, leading mergers and acquisitions, strategic advisory and capital markets services for banking companies.
David L. Meredith	56	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 Eastern Division of the Bank. Mr. Meredith was Executive Vice President and Senior Credit Officer from January 2010 until October 2013.
Curtis J. Perry	60	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.


Named Executive			Title
E. Robinson McGraw			Executive Chairman
C. Mitchell Waycaster			President and Chief Executive Officer
James C. Mabry IV			Chief Financial Officer
Kevin D. Chapman			Chief Operating Officer
Curtis J. Perry			Executive Vice President


•To align our compensation practices with the delivery of shareholder value			•To drive positive operational and performance results using significant performance-based awards			•To provide total compensation that is substantial enough to act as a retention device


	FORM	FEATURES	RATIONALE
Fixed Compensation	Base Salary	•Determined annually •Based on individual performance (subject to broader Company goals), internal pay equity and peer group practices at or near the median	•Provides a source of predictable income
Variable Compensation	Performance-Based Cash Awards	•Annual cash bonus, with the amount contingent on attainment of absolute 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 relative performance measures are designated, with final payouts contingent on actual performance during the cycle	•Aligns pay and long-term Company performance
	Time-Based Equity Awards	•Shares are issued at the beginning of a service-based vesting period, with vesting subject to continuous employment during the period	•Acts as a retention device


Structure of Long-Term Equity Incentive	Our long-term equity incentive has the following features that promote shareholder alignment: •Performance cycles are three years, ensuring that longer-term performance is fully reflected in our compensation decisions •Relative performance measures are used, ensuring that compensation decisions reflect performance relative to our peer group •Equity incentive performance measures differ from measures applicable to the annual cash incentive, with the goal that compensation decisions reflect a broader range of results
Stock Ownership Guidelines	Stock ownership guidelines apply to our NEOs and other executive officers. As of January 1, 2023 the stock ownership of each of our NEOs exceeded the applicable guidelines.
	NEO	Ownership Guidelines	Renasant Stock Owned(1)
	Mr. Waycaster	500% of base salary	869%
	Mr. Mabry	250% of base salary	556%
	Mr. McGraw	250% of base salary	1,770%
	Mr. Chapman	250% of base salary	671%
	Mr. Perry	250% of base salary	357%
	(1) We include shares directly and indirectly owned, including shares subject to time-based restrictions, shares owned by immediate family members and shares owned through our 401(k) and DSU plans; we exclude shares that are pledged or subject to performance measures.
Equity Retention	Our NEOs must hold Renasant stock for a period of two years following vesting or the end of a performance cycle. The requirement applies to the full number of shares that vest or are finally awarded, net of shares withheld for the payment of taxes. During this holding period, the shares cannot be sold, pledged, mortgaged or otherwise disposed of. The requirement is waived only in the event of death, disability, retirement or a change in control.
Anti-Hedging and Pledging	Our NEOs are subject to the Company’s Hedging Policy, which prohibits our directors, officers and employees, including our NEOs, from engaging in transactions that have the effect of hedging the economic risks associated with the ownership of Renasant stock. Although the policy does not absolutely prohibit pledging, we discourage the practice, and any stock that is pledged cannot be used to satisfy our stock ownership guidelines. You can find more information about our Hedging Policy above in the Corporate Governance and the Board of Directors section under the heading “Governing Documents and Practices.”


Clawback Policies			Our board has adopted, and the compensation committee administers, 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. The policies address both cash and equity awards.


Double Trigger for Change in Control Benefits			The payment of change in control benefits 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 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.”
No Tax Gross Ups			The committee does not approve or enter into agreements that, directly or indirectly, result in tax gross ups, with the exception of a legacy contractual obligation for Mr. McGraw’s car allowance and the gross up of disability insurance premiums for our NEOs. For 2022, the aggregate amount of all gross ups was $14,459; individual amounts are reflected below in the Compensation Tables section in the “All Other Compensation” column of the 2022 Summary Compensation Table.
Timing of Equity Awards			Equity awards to senior executive officers are made at meetings of our compensation committee and board that are scheduled well in advance, without regard to whether we have recently announced, or intend to announce, material information to the public. We do this to avoid the inference that we have “timed” an award or manipulated the market. Awards may be made effective when ratified by our full board or may be effective prospectively on a specified date.
Limits on Performance-Based Payouts			To ensure that total compensation remains at appropriate levels and that performance-based compensation is not excessive, the committee sets maximum payouts that apply regardless of the level of performance.
Exercise of Discretion			The committee has the discretion to reduce the amount of any performance-based payout, whether cash or equity, if appropriate, to reflect factors unrelated to Company-wide performance, such as internal pay equity, individual performance, the scope or nature of individual responsibilities or otherwise to ensure that payout levels remain consistent with the purposes of our executive compensation program.


Characteristic	Range	Median	Renasant
Total assets	$9.3 billion - $27.2 billion	$17.6 billion	$16.0 billion
Total revenue	$310.1 million - $2.1 billion	$696.2 million	$696.1 million
Market capitalization	$1.3 billion - $5.1 billion	$2.3 billion	$1.9 billion
Full-time employees (2020 actual)	493 - 4,900	2,399	2,524
Offices (2020 actual)	21 - 233	120	157


Ameris Bancorp			Seacoast Banking Corporation of Florida
Atlantic Union Bankshares Corporation			ServisFirst Bankshares, Inc.
BancFirst Corporation			Simmons First National Corporation
Bank OZK			SouthSide Bancshares, Inc.
FB Financial Corporation			TowneBank
First Financial Bankshares, Inc.			Trustmark Corporation
Hilltop Holdings Inc.			United Bankshares, Inc.
Home BancShares, Inc. (Conway, AR)			United Community Banks, Inc.
Independent Bank Group, Inc.			Veritex Holdings, Inc.
Old National Bancorp


Determining Base Salary Adjustments	Determining Performance-Based Compensation	Determining Other Strategic Compensation
•At the end of 2021, Mr. Waycaster recommended that all NEO salaries remain flat in 2022 as compared to 2021 levels. •The committee reviewed peer group information provided by Pearl Meyer and Mr. Waycaster’s recommendation and elected to not increase salaries. •The recommendations of the committee were approved by the non-employee members of our board of directors.	•At the end of 2021, the committee reviewed possible performance measures applicable to the annual cash incentive and to the long-term equity incentive, and the committee selected the measures for the annual cash incentive, while it continued to study performance measures for the long-term equity incentive. •The committee reviewed management’s recommendations regarding possible threshold, target and superior performance levels for the annual cash incentive based on the committee’s direction and Renasant’s 2022 budget. The committee also reviewed the peer group compensation report provided by Pearl Meyer. It then (1) set the amount of performance-based compensation for our NEOs; (2) determined the amount payable in Renasant stock and cash; and (3) determined performance measures and individual performance levels applicable to the annual cash incentive for the 2022 fiscal year. •The recommendations of the committee were approved by the non-employee members of our board of directors. •In the first quarter of 2022, the committee selected the performance measures for the long-term equity incentive, which were subsequently approved by the non-employee members of our board of directors. •In early 2023, the committee reviewed 2022 fiscal year performance and certified payouts.	•At the end of 2021, the committee recommended time-based stock awards to our board. •The recommendations of the committee were approved by the non-employee members of our board of directors. •At the end of 2022, the committee reviewed the likely outcome of equity incentives vesting at year-end (which were awarded as part of 2020 compensation) and the impact of our long-term balance sheet management strategies on the applicable performance metrics. •In early 2023, the committee awarded time-based stock awards for our senior executives other than Mr. Mabry.


2022 BASE SALARY
	Base Salary (2022)		Base Salary (2021)
Mr. Waycaster	$	717,500	$	717,500
Mr. Mabry	525,000		525,000
Mr. McGraw	563,750		563,750
Mr. Chapman	563,750		563,750
Mr. Perry	461,250		461,250


2022 COMPANY-WIDE PERFORMANCE MEASURES
Performance Measure	Weight		Threshold Performance		Target Performance		Superior Performance		2022 Performance
									Actual		Relative to Target Performance
Diluted earnings per share (EPS)	50	%	$2.45		$2.67		$2.89		$2.95		110	%
Efficiency ratio	30	%	69.2	%	67.1	%	65.0	%	61.9	%	108	%
Return on tangible common equity (ROTCE)	20	%	10.69	%	11.57	%	12.44	%	13.97	%	121	%


2022 POTENTIAL PBRP PAYOUTS AS A PERCENTAGE OF BASE SALARY
	Threshold		Target		Superior
Mr. Waycaster	52.5	%	105	%	210	%
Mr. Mabry	37.5	%	75	%	150	%
Mr. McGraw	42.5	%	85	%	170	%
Mr. Chapman	37.5	%	75	%	150	%
Mr. Perry	32.5	%	65	%	130	%


PBRP 2022 PAYOUTS
Mr. Waycaster		Mr. Mabry		Mr. McGraw		Mr. Chapman		Mr. Perry
$	1,506,750	$	787,500	$	958,375	$	845,625	$	599,625


LTIP PAYOUTS - FOR THE THREE YEAR PERFORMANCE CYCLE ENDING DECEMBER 31, 2022
	Results				Payouts(1)
Performance Measure	% of Award		2022 results (percentile)	Award Level	Mr. Waycaster	Mr. McGraw	Mr. Chapman	Mr. Perry
ROTCE	40	%	24th	48% of Target	—	—	—	—
ROTA	40	%	19th	38% of Target	—	—	—	—
TSR	20	%	57th	114% of Target	3,420	2,415	1,745	1,408
Total	100	%			3,420	2,415	1,745	1,408


2022 RETENTION AWARDS
Executive	Number of Shares	Percentage of 2022 Equity Compensation		Percentage of 2022 Compensation
Mr. Waycaster	1,004	3.27	%	1.10	%
Mr. McGraw	904	3.43	%	1.32	%
Mr. Chapman	653	4.13	%	1.20	%