Renasant Corp DEF 14A, filed Mar 12, 2025

Renasant Corp (RNST)

DEF 14A 2025-03-12 For: 2025-04-22

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About this DEF 14A

Renasant Corp filed this DEF 14A on March 12, 2025.

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TIME AND PLACE			1:30 p.m., Central time, on Tuesday, April 22, 2025 Renasant Bank 209 Troy Street Tupelo, Mississippi 38804-4827
ITEMS OF BUSINESS			1.Election of 14 directors (or ten directors, if the merger with The First Bancshares, Inc. has not been completed by April 22, 2025), who will each serve a one-year term 2.Approval of an amendment to Renasant Corporation’s Articles of Incorporation to increase the number of shares of common stock, par value $5.00 per share, authorized for issuance from 150 million shares to 250 million shares 3.Approval of an amendment to Renasant Corporation’s Articles of Incorporation to eliminate the personal liability of directors of Renasant Corporation for monetary damages for their actions, or failure to act, as directors, subject to certain exceptions 4.Adoption, in a non-binding advisory vote, of a resolution approving the compensation of our named executive officers 5.Ratification of the appointment of HORNE LLP as Renasant’s independent registered public accountants for 2025 6.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 18, 2025.
ANNUAL REPORT; INTERNET AVAILABILITY OF MATERIALS			Our proxy statement, proxy card and Annual Report on Form 10-K for the year ended December 31, 2024, 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
2024 Financial and Compensation Highlights..............................................................................................			2
Supporting Our Customers, Communities and Employees - 2024 Highlights..............................................			4
CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS....................................................			7
Governing Documents and Practices............................................................................................................			7
Board of Directors.........................................................................................................................................			11
Director Independence..................................................................................................................................			13
Board Leadership Structure..........................................................................................................................			14
Board Committees.........................................................................................................................................			15
Role of the Board in Risk Oversight.............................................................................................................			17
Director Selection and Diversity...................................................................................................................			20
Related Person Transactions.........................................................................................................................			21
Legal Proceedings Involving a Director or Executive Officer and the Company or the Bank.....................			22
Shareholder Communications.......................................................................................................................			22
BOARD MEMBERS AND COMPENSATION.............................................................................................			25
Members of the Board of Directors..............................................................................................................			25
Director Compensation.................................................................................................................................			30
EXECUTIVE OFFICERS................................................................................................................................			32
COMPENSATION DISCUSSION AND ANALYSIS....................................................................................			34
Introduction...................................................................................................................................................			34
Objectives of Our Compensation Program...................................................................................................			34
Say-on-Pay and Shareholder Engagement....................................................................................................			35
Decision-Making Process for 2024...............................................................................................................			35
2024 Compensation Decisions......................................................................................................................			36
Compensation Committee Practices.............................................................................................................			43
COMPENSATION COMMITTEE REPORT.............................................................................................			46
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION......................			46
COMPENSATION TABLES.........................................................................................................................			47
2024 Summary Compensation Table............................................................................................................			47
Grants of Plan-Based Awards.......................................................................................................................			49
Outstanding Equity Awards as of December 31, 2024.................................................................................			50
Vested Restricted Stock................................................................................................................................			50
Pension Benefits............................................................................................................................................			51
Non-Qualified Deferred Compensation........................................................................................................			51
Payments and Rights on Termination or Change in Control........................................................................			52
OTHER COMPENSATION-RELATED DISCLOSURES........................................................................			58
CEO Pay Ratio..............................................................................................................................................			58
Pay vs. Performance.....................................................................................................................................			59
REPORT OF THE AUDIT COMMITTEE....................................................................................................			62


			Page
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.....................................................................			63
VOTING YOUR SHARES...............................................................................................................................			64
Attending the Annual Meeting......................................................................................................................			64
Record Date; Shares Outstanding.................................................................................................................			64
Voting............................................................................................................................................................			64
Quorum.........................................................................................................................................................			64
How Votes are Counted................................................................................................................................			64
Required Vote for Each Proposal..................................................................................................................			65
Shares Held by the Renasant 401(k) Plan.....................................................................................................			65
Solicitation and Revocation of Proxies.........................................................................................................			65
PROPOSALS.....................................................................................................................................................			67
Proposal 1 - Election of Directors.................................................................................................................			67
Proposal 2 - Amendment to the Articles of Incorporation to Increase the Number of Shares of Renasant Common Stock Authorized for Issuance......................................................................................................			69
Proposal 3 - Amendment to the Articles of Incorporation to Eliminate the Personal Liability of Renasant Directors........................................................................................................................................................			70
Proposal 4 - Advisory Vote on Executive Compensation.............................................................................			71
Proposal 5 - Ratification of the Appointment of HORNE LLP as Independent Registered Public Accountants for 2025....................................................................................................................................			72
Other Matters................................................................................................................................................			72
STOCK OWNERSHIP.....................................................................................................................................			73
Common Stock Ownership Greater than 5%................................................................................................			73
Beneficial Ownership of Common Stock by Directors, Nominees and Executive Officers........................			74
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K........................................................................			76
APPENDIX A - NON-GAAP FINANCIAL MEASURES.............................................................................			A-1
APPENDIX B-1 - AMENDMENT TO RENASANT CORPORATION ARTICLES OF INCORPORATION - INCREASE IN SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE.........................................................................................................................................................			B-1
APPENDIX B-2 - AMENDMENT TO RENASANT CORPORATION ARTICLES OF INCORPORATION TO ELIMINATE THE PERSONAL LIABILITY OF RENASANT DIRECTORS.....................................................................................................................................................			C-1


	More Information	Board Recommendation
Proposal 1 Election of Directors (14 nominees, or ten nominees, if we have not completed our merger with The First Bancshares, Inc. by the time of the annual meeting)	Page 67	FOR each nominee
Proposal 2 Approval of an amendment to Renasant Corporation’s Articles of Incorporation to increase the number of shares of Renasant common stock authorized for issuance from 150 million shares to 250 million shares	Page 69	FOR
Proposal 3 Approval of an amendment to Renasant Corporation’s Articles of Incorporation to eliminate the personal liability of Renasant directors for monetary damages for their actions, or failure to act, as directors, subject to certain exceptions	Page 70	FOR
Proposal 4 Adoption of a non-binding, advisory resolution approving the compensation of our named executive officers	Page 71	FOR
Proposal 5 Ratification of the appointment of HORNE LLP as our independent registered public accountants for 2025	Page 72	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, proxy card and Annual Report to Shareholders.


	Year Ended December 31,
	2024		2023		2022		2021		2020
Diluted EPS (GAAP)	$3.27		$2.56		$2.95		$3.12		$1.48
Adjusted Diluted EPS (non-GAAP)(1)	$2.76		$3.15		$3.00		$2.98		$1.93
Return on Average Shareholders’ Equity (GAAP)	7.92	%	6.50	%	7.60	%	7.96	%	3.96	%
Adjusted Return on Average Tangible Shareholders’ Equity (non-GAAP)(1)	11.55	%	15.02	%	14.20	%	13.89	%	10.06	%
Return on Average Assets (GAAP)	1.11	%	0.84	%	1.00	%	1.11	%	0.58	%
Adjusted Return on Average Tangible Assets (non-GAAP)(1)	1.02	%	1.12	%	1.10	%	1.16	%	0.85	%
Efficiency Ratio (GAAP)	63.57	%	68.33	%	61.88	%	65.35	%	70.53	%
Adjusted Efficiency Ratio (non-GAAP)(1)	66.30	%	63.48	%	60.77	%	65.32	%	64.00	%


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 continued to see greater engagement and obtain meaningful feedback from our customers through our Voice of the Customer program, RNSTX, giving Renasant insight into how, when and where our customers prefer to bank with us. In 2024, our customers completed over 19,100 evaluations for our Retail Branches, Customer Experience Center (including Virtual Bankers), Treasury Solutions Team, and Digital Channels. Of the completed evaluations, approximately 65% received a perfect satisfaction score. •Once again, cultivating and igniting a sales and service culture throughout Renasant was one of our key priorities in 2024, ensuring collaboration, consistency, and commitment across all delivery channels. We firmly believe that prioritizing the customer relationship and providing personalized experiences allows us to better understand the needs of our customers and tailor financial solutions to meet their needs. By providing strong leadership and rewarding our team’s efforts, we consistently executed our sales methodology, driving improved results and enhancing customer satisfaction while leveraging technology to support our success. •Providing employees with learning and development experiences relative to customer engagement not only supports career growth, but also positively impacts the customer experience. In 2024, over 2,000 employees, including employees in our Customer Experience Center, Retail Branches and Lending Teams, received customer engagement training, equating to more than 8,000 hours of learning and development. •Our “ATM with Live Banker” program continued to see significant growth, totaling 54 Interactive Teller Machines across our footprint at the end of 2024. We experienced record usage rates in 2024, with over $365 million in deposits and almost 103,000 Virtual Banker transactions. This customer delivery channel strikes a balance between digital banking and a human touch, allowing our customers to engage in both a modern and personalized experience. Our enhanced ITM and ATM software and overall program allow us to better serve customers and support ongoing growth. One of our corporate priorities was to excel in bank transformation by increasing online and mobile adoption. We continued to focus on increasing simplicity, efficiency and functionality, which offers great convenience to our customers. Through enhanced digital services, we aim to deliver tailored solutions that meet the evolving needs of each individual, ensuring a more personalized and streamlined banking experience.
Our Communities			Our Renasant Roots program continues to provide vital resources, including credit and homeownership education, small business technical assistance, youth mentoring, theft mitigation, and charitable contributions, helping individuals and businesses build a stronger financial foundation. In 2024: •Our commitment to homeownership accessibility remained strong, with 104 Community Homebuyer Mortgage loans issued, totaling $32 million. These loans are designed to assist borrowers in low- and moderate-income census tracts, as well as majority-minority census tracts, under a special-purpose credit program aimed at expanding equitable homeownership opportunities. •We originated $299 million in Community Development Loans, supporting local economic development and funding lines of credit for Community Development Financial Institutions that serve underbanked communities. •Through government-sponsored programs, we provided over $517 million in loans featuring benefits tailored for low- and moderate-income borrowers, ensuring broader access to affordable homeownership and financial stability. •We also continued our down payment and closing cost assistance programs, providing crucial support to homebuyers. In 2024, $2.4 million was allocated to 333 borrowers, helping to reduce financial barriers and improve access to affordable housing in our service areas.


Our Employees			•Renasant remains committed to investing in the development of the current and next generation of leaders. In 2024, more than 50 leaders participated in the second year of our internal leadership development program, reflecting our ongoing commitment to growth and development. In total, over 300 employees, across all areas of our operations, have received formal leadership and management training opportunities, which account for nearly 15,000 hours of additional development. We continued to provide all Renasant employees access to our “Leadership Community,” where employees can leverage micro-learning modules, videos, articles and tools designed to support their personal and professional growth. •In alignment with our commitment to leadership development, we hosted our third annual Rise with Renasant Women’s Leadership Summit. This event brought together over 100 female leaders and mentors from across all areas of the organization. The focus was on inspiring positive business outcomes and fostering community as well as the role leadership development plays in building and sustaining a high-performance team. •Renasant is also committed to fostering a strong company culture. One way we demonstrate this is through our monthly onboarding program, “Experience Renasant.” This initiative is designed to immerse new employees in our vision, mission, values, core behaviors and the vibrant culture that defines our organization. In 2024, over 260 employees were provided with these valuable tools and resources available to support their success. Through “Experience Renasant,” our goal is to instill an exceptional employee experience and engagement from day one. •As part of our employee experience strategy, we prioritize internal communication, employee engagement, development and well-being. Central to this strategy is our bi-annual employee satisfaction survey, which allows us to listen directly to our most valuable assets - our employees. With a 91% participation rate, the insights gathered from the survey have been instrumental in launching new strategic initiatives. In 2024, the Company launched “Valuing Our Wellness,” which educates and inspires a culture of wellness, leading to measurable increases in employee engagement. We also celebrate employees through referral rewards and “RNSTXcellence” awards, which highlights the importance of providing best in class service both internally and externally. •We believe that a strong foundation of learning and development is essential for employees to thrive. Overall, our employees completed over 56,000 hours (approximately 24 hours per employee) of training through our learning and development programs that included personal and professional development, system, regulatory, and 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 and our Amended and Restated Bylaws (which we refer to, respectively, as our “Articles of Incorporation” and 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, among other things, 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 New York Stock Exchange (“NYSE”) listing standards 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 the application of the guidelines to our executives can be found under the heading “Compensation Committee Practices” in the Compensation Discussion and Analysis section below. The stock ownership guidelines require each director and executive officer 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 and executive officers with those of our shareholders. Under the guidelines, non-employee directors must own at least 500 shares of common stock within the first year of becoming a director and, within five years of becoming a director, must own stock with a value equal to five 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. As of January 1, 2025, the guidelines required directors with at least five years of service to own Renasant common stock with a value of at least $350,000 (based on the $70,000 annual cash retainer). The average closing price of our stock for the 20 trading days ending December 31, 2024 was $36.31. Using that price all of our directors owned common stock with a total value in excess of $350,000 (and most owned substantially more), other than Ms. Flenorl. Ms. Flenorl joined the board in April 2023 and therefore still has three additional years to satisfy the stock ownership guidelines.


Insider Trading Policy			The board has adopted a policy and procedures reasonably designed to prevent insider trading of our securities and promote compliance with insider trading laws, rules and regulations and NYSE listing standards. Our insider trading 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; Renasant itself is subject to the same limitations under the policy. The policy also includes rules addressing gifts of Renasant securities. Finally, the policy prohibits a Renasant director, officer or employee from trading in the securities of another company while in possession of material nonpublic information about that company or that otherwise might affect the price of such company’s securities, if such information was obtained in the course of his or her service with Renasant. “Material nonpublic information” includes matters such as our earnings results, changes in senior management and merger and acquisition activity. Material cybersecurity incidents and significant 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 president, 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. If a member of this committee is the covered person wishing to trade in our securities, he or she must abstain from the pre-clearance determination. Our directors, officers and employees must annually certify that they have reviewed our insider trading policy and understand their obligations under the policy. A copy of our insider trading policy is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024.


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 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 our common stock, stock that a director or executive officer has pledged is not counted when assessing compliance with 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, Nominees 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.” Although we do not have a written related party transaction policy, our Code of Ethics and our employee manual include guidance addressing transactions that present a conflict between the interests of a director, officer or employee and the interests of the Company or the Bank. 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.”


Gary D. Butler	Connie L. Engel	Neal A. Holland, Jr.
Donald Clark, Jr.	Rose J. Flenorl	E. Robinson McGraw
John M. Creekmore	John T. Foy	Sean M. Suggs
Albert J. Dale, III	Richard L. Heyer, Jr.	C. Mitchell Waycaster
Jill V. Deer


Board Assessment	Director Peer Assessment	Committee Self-Assessment
The board assessment, which was developed and is administered by an independent third party, asks each director to anonymously provide his or her opinions on various topics. These topics include: • the interaction between the board and management • the organization of the board, including its committee structure • the conduct of board and committee meetings • each director’s fulfillment of his or her responsibilities as a director • director compensation After analyzing the results, the nominating committee makes recommendations to improve the operations of the board and to address any deficiencies that have been identified during the assessment process.	The peer assessment is designed to obtain each director’s views about the contribution of each director (including himself or herself) to the board and their participation in board and committee meetings and other board activities. The assessment also helps the nominating committee identify areas where a director can improve his or her performance in order to enhance the director’s contribution to the overall functioning of the board and its committees. Each year, the nominating committee interviews one-third of our directors to discuss the results of the peer assessment, including any issues identified therein or discrepancies between the director’s self-assessment and the peer assessment, and the director’s willingness to continue to serve on the board. This information is one factor the nominating committee uses to determine whether to nominate each director for reelection.	Committee self-assessments are conducted annually and elicit input from committee members regarding the committee’s performance of its responsibilities as set forth in its charter or as otherwise delegated to it by the board. The committee assessment also seeks feedback on the efficiency of the committee’s operations, the contribution of each committee member to the committee’s operations, and ways that the committee can better fulfill its purpose.


•Credit risk			•Operational risk
•Interest rate/liquidity risk			•Financial reporting risk
•Compliance/legal risk			•Human capital management risk
•Cybersecurity/information security risk			•Compensation risk


Name	Age	Background, Experience, Qualifications and Skills
Gary D. Butler, Ph.D. Director since 2020	54	Background: Dr. Butler is the founder, chairman and chief executive officer of Camgian Corporation, a recognized leader in developing advanced information technologies that leverage innovations in the areas of signal processing, data analytics and artificial intelligence. Dr. Butler also serves on the Vanderbilt University School of Engineering Board of Visitors. Experience/Qualifications/Skills: Dr. Butler leads a company on the cutting-edge of developing advanced information processing technologies that deliver decision support capabilities in the national security and finance sectors. His background in algorithms and artificial intelligence are invaluable to us as we develop strategies to leverage data collected in our daily operations. Also, Dr. Butler’s expertise in internet and wireless communication-related matters enhance our board’s ability to oversee and advise on our strategies with respect to information technology, cybersecurity and business continuity planning. Finally, in addition to its organic growth, Camgian’s growth has been supported by acquisition. We believe that Dr. Butler’s experience in this regard enables him to provide valuable insights with respect to the opportunities and risks associated with our mergers and acquisitions activity.
Donald Clark, Jr. Director since 2017	75	Background: Mr. Clark is senior 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 Renasant director 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 located in 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.


Name	Age	Background, Experience, Qualifications and Skills
John M. Creekmore Director since 1997	69	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.
Albert J. Dale, III Director since 2007	74	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 Renasant director 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, as the president of a company for over 30 years, Mr. Dale has insight into the processes and procedures necessary to manage a large, multi-state enterprise. Finally, 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.
Jill V. Deer Director since 2010	62	Background: Ms. Deer is an Executive Vice President of Brasfield & Gorrie, L.L.C., one of the nation’s largest privately-held construction firms (“B&G”), and a member of the company’s managing board of trustees. She previously served as Chief Administrative Officer and led, among other areas, B&G’s legal, risk management, human resources and corporate responsibility 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 owned, developed and managed 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 tools 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.


Name	Age	Background, Experience, Qualifications and Skills
Connie L. Engel Director since 2018	72	Background: Ms. Engel is a principal with Strada Senior Living Development and Brokerage in Atlanta, Georgia. Prior to that role, she was with Childress Klein, Inc., a commercial real estate firm engaged in the development, management and leasing of commercial real estate throughout the southeastern United States. 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.
Rose J. Flenorl Director since 2023	67	Background: Ms. Flenorl serves as Manager of Global Citizenship at FedEx Corporation. In her role, Ms. Flenorl oversees the company’s social impact strategy, partnerships, events and communications in the areas of diversity, equity, and inclusion. She has previously managed FedEx Global Citizenship efforts in humanitarian relief, environmental sustainability and global entrepreneurship. She is an active community leader, holds a board seat on the University of Mississippi Foundation and Memphis Tourism and has served on the West Tennessee Advisory Board of the Bank since 2016. She also represents FedEx on the Conference Board Corporate Social Responsibility Council and the National Civil Rights Museum Board of Directors. Prior to joining FedEx, Ms. Flenorl was the Manager of Community Relations at International Paper Company where she developed and evaluated community impact programs. Experience/Qualifications/Skills: Ms. Flenorl’s 40+ years of experience in marketing, communications, and corporate social responsibility, coupled with her deep relationships with influential community and nonprofit leaders across the U.S. and the world bring tremendous value to our board. Her record as an insightful strategist and leader capable of creating shared value for companies and the communities where they operate helps us effectively evaluate business decisions with all our relevant stakeholders in mind. Ms. Flenorl’s expertise in how the private and public sectors can effectively intersect on issues including sustainability and economic development helps guide our overall strategy and identify critical areas of opportunity.


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 satisfy the tests to be considered an “independent director” set forth in the NYSE Listed Company Manual. The executive committee met 15 times in 2024.
Audit Committee
John T. Foy, Chair Jill V. Deer, Vice-Chair Gary D. Butler Donald Clark, Jr. Connie L. Engel 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 2024 and the committee’s processes. In 2024, the committee held 12 meetings. Each member of our audit committee satisfies the tests to be considered an “independent director” set forth in the NYSE Listed Company Manual, meets the other requirements for audit committee membership in the NYSE Listed Company Manual and meets all independence requirements under SEC regulations. The board has determined that Mr. Foy and Mr. Suggs each qualify as an “audit committee financial expert” under applicable SEC regulations and satisfy the financial literacy requirements under the NYSE Listed Company Manual.


Nominating and Corporate Governance Committee
Neal A. Holland, Jr., Chair John M. Creekmore, Vice-Chair Gary D. Butler Donald Clark, Jr. John T. Foy Richard L. Heyer, Jr.			The nominating committee evaluates, nominates and recommends individuals for membership on our board of directors and 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 board oversight of our efforts with respect to corporate social responsibility 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 satisfies the tests to be considered an “independent director” under the NYSE Listed Company Manual. The committee met five times in 2024.
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 committee also administers our clawback policy, among other responsibilities. 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 2024 compensation of our named executive officers. The committee met eight times in 2024. Each member of the committee satisfies the tests to be considered an “independent director” set forth in the NYSE Listed Company Manual and is a “non-employee director” as defined in SEC regulations. In determining independence, the board considered each member’s ability to be independent from management in light of his or her 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 he or she is our affiliate and additional relevant factors, such as, for Messrs. Creekmore and Heyer, the Bank’s employment of their sons.
Enterprise Risk Management Committee
Richard L. Heyer, Jr., 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 our risk assessment and management infrastructure and the ERM committee’s role therein can be found below under the heading “Role of the Board in Risk Oversight.” Each member of the ERM committee satisfies the tests to be considered an “independent director” under the NYSE Listed Company Manual. In 2024, the committee met five times.


Name	Age	Background, Experience, Qualifications and Skills
John T. Foy Director since 2004	77	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, Mr. Foy served as president and chief executive officer of Lane Furniture Industries. Furniture Brands International and Lane Furniture Industries were engaged in the manufacture of upholstered and wooden furniture. Experience/Qualifications/Skills: Mr. Foy’s experience as the president and chief operating officer 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 financial reporting and corporate governance. Also, 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.
Richard L. Heyer, Jr. Director since 2002	68	Background: Dr. Heyer is retired. Prior to his retirement, he was a physician and employee of Tupelo Anesthesia Group, P.A. since 1989, where he was formerly a partner. 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 was also a business owner, which adds a unique perspective to board discussions.
Neal A. Holland, Jr. Director since 2005	69	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 Renasant director 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.


Name	Age	Background, Experience, Qualifications and Skills
E. Robinson McGraw Director since 2000	78	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 Chief Executive Officer. Experience/Qualifications/Skills: It is unlikely that there is any individual that has a more intimate knowledge of our history than Mr. McGraw, and his insight is an essential part of formulating our plans and strategies. Mr. McGraw’s legal background and years of experience with Renasant 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	59	Background: Mr. Suggs is the president of Toyota Battery Manufacturing, North Carolina, currently overseeing the construction and start of production of Toyota’s $13.9 billion investment in its newest North American plant. Prior to his current position, Mr. Suggs served as the Vice President, Social Innovation, for Toyota Motor North America. In this position, Mr. Suggs was responsible for, among other things, Toyota Motor North America’s philanthropy efforts, diversity and inclusion strategy and environmental sustainability function across North America. Prior to assuming this position in January 2021, Mr. Suggs was the president of Toyota Motor Manufacturing, Mississippi, Inc., beginning in January 2018. In this role, he was 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 joining the automotive industry in 2008, Mr. Suggs served eight years in the United States Army. Experience/Qualifications/Skills: In his current role (as well as a previous role) with Toyota, Mr. Suggs oversees the operations of sophisticated manufacturing operations. The successful management of such an operation requires expertise in manufacturing technology, production quality and corporate leadership, among other things. The skills that Mr. Suggs has acquired in overseeing Toyota manufacturing operations enhance the board’s oversight of the Bank’s operations. Furthermore, given his former position overseeing the diversity, inclusion and sustainability efforts of an entity spanning all of North America, Mr. Suggs provides the board essential insight on our own efforts to promote belonging at Renasant and enhance the sustainability of our operations.
C. Mitchell Waycaster Director since 2018	66	Background: Mr. Waycaster has served as our and the Bank’s Chief Executive Officer since May 2018, and Executive Vice Chairman since May 2023. Mr. Waycaster was President of the Company and the Bank from January 2016 to May 2023, and he was our Chief Operating Officer from January 2016 to May 2018. Prior to these roles, Mr. Waycaster served in a variety of positions over his long career at the Bank, including Chief Administrative Officer (April 2007 to January 2016), President of the Mississippi Division (January 2005 to April 2007) and Director of Retail Banking (2000 until December 2004), among other positions. 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.


2024 Director Compensation
Name	Fees Earned or Paid in Cash		Stock Awards		Change in Pension Value and Non-Qualified Deferred Compensation Earnings		All Other Compensation		Total
A	B		C		D		E		F
Gary D. Butler	$	84,917	$	70,704	$	—	$	2,096	$	157,717
Donald Clark, Jr.	76,667		70,704		2,131		2,096		151,598
John M. Creekmore	106,667		70,704		13,604		13,991		204,966
Albert J. Dale, III	110,167		70,704		862		13,201		194,934
Jill V. Deer	78,542		70,704		3,941		2,096		155,283
Connie L. Engel	88,667		70,704		—		13,991		173,362
Rose J. Flenorl	78,917		70,704		—		2,096		151,717
John T. Foy	96,667		70,704		—		2,886		170,257
Richard L. Heyer, Jr.	105,667		70,704		—		14,931		191,302
Neal A. Holland, Jr.	111,542		70,704		—		18,106		200,352
Sean M. Suggs	82,667		70,704		774		2,096		156,241


Name	Age	Position
Kevin D. Chapman	49	Our and the Bank’s President since May 2023 and Chief Operating Officer since May 2018. He served as our Executive Vice President and a Senior Executive Vice President of the Bank from January 2011 until he was appointed President, and he was the Bank’s Chief Financial Officer from October 2011 until August 2020. Mr. Chapman was our Corporate Controller from May 2006 until October 2011. Since May 2018, he has also served as a director of the Bank.
J. Scott Cochran	61	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	42	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	50	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, beginning in 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	67	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 financial institutions.
David L. Meredith	58	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	62	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			Chief Executive Officer and Executive Vice Chairman
Kevin D. Chapman			President and Chief Operating Officer
James C. Mabry IV			Chief Financial 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 our broader 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 our short-term 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, with final payouts contingent on relative performance during the cycle	•Aligns pay and our long-term performance •Acts as a retention device •Aligns executives’ financial interests with those of our shareholders
	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 •Aligns executives’ financial interests with those of shareholders


	Base Salary (2024)		Base Salary (2023)
Mr. Waycaster	$	765,000	$	765,000
Mr. Mabry	560,000		560,000
Mr. McGraw	600,000		600,000
Mr. Chapman	630,000		630,000
Mr. Perry	490,000		490,000


2024 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(1)	42.5	%	85	%	170	%
Mr. Chapman	42.5	%	85	%	170	%
Mr. Perry	32.5	%	65	%	130	%


PBRP Performance Measures			Why We Chose This Measure
Diluted earnings per share (“EPS”)			Earnings directly correlate to shareholder value
Efficiency Ratio			Reinforces Renasant’s emphasis on improving operational efficiency
Return on Average Tangible Common Equity (“ROTCE”) (non-GAAP)			Reflects the profitable use of our capital and how effectively our capital is deployed


Performance Measure	Results for the Year Ended December 31, 2023 (non-GAAP)(1)	2024 Target Performance
		Target Performance Level	Decrease from 2023 Outcome
Diluted earnings per share	3.15	$2.59	17.8%
Efficiency ratio	63.48%	67.57%	6.4%
Return on average tangible common equity	15.0%	11.25%	25.1%


2024 Company-Wide Performance Measures
Performance Measure	Weight		Threshold Performance		Target Performance		Superior Performance		2024 Performance (Actual)		2024 Performance (Adjusted)
Diluted earnings per share (EPS)	50	%	$2.46		$2.59		$2.72		$3.27		$2.91
Efficiency ratio	30	%	68.77	%	67.57	%	66.41	%	63.57	%	67.31	%
Return on average tangible common equity (non-GAAP)	20	%	10.69	%	11.25	%	11.81	%	13.63	%	12.46	%


Diluted Earnings per Share (EPS)
2024 Actual EPS (GAAP)	$	3.27
Adjustments related to the sale of the insurance agency(1)	(0.68)
Merger and conversion related expenses(2)	0.20
Net impact from capital stock offering(3)	0.12
2024 Adjusted EPS (non-GAAP)	$	2.91
Percentage of Target Performance after adjustment:			112.4	%


Efficiency Ratio
2024 Actual efficiency ratio (GAAP)	63.57	%
Adjustments related to the sale of the insurance agency(1)	5.20
Merger and conversion related expenses(2)	(1.86)
Interest earned on the investment of offering proceeds	0.40
2024 Adjusted efficiency ratio (non-GAAP)	67.31	%
Percentage of Target Performance after adjustment:			100.4	%


Return on Average Tangible Common Equity (ROTCE)
2024 Actual ROTCE (non-GAAP)	13.63	%
Adjustments related to the sale of the insurance agency(1)	(2.53)
Merger and conversion related expenses(2)	0.72
Net impact from capital stock offering(3)	0.64
2024 Adjusted ROTCE (non-GAAP)	12.46	%
Percentage of Target Performance after adjustment:			110.8	%


PBRP 2024 Payouts
	Results					Payouts
Performance Measure	% of Award		2024 results (adjusted)		Award Level	Mr. Waycaster		Mr. Mabry		Mr. McGraw		Mr. Chapman		Mr. Perry
Diluted earnings per share (EPS)	50	%	$2.91		112.4% of Target	$	803,250	$	420,000	$	126,803	$	535,500	$	318,500
Efficiency ratio	30	%	67.31	%	100.4% of Target	241,515		126,282		38,126		161,010		95,764
Return on average tangible common equity (non-GAAP)	20	%	12.46	%	110.8% of Target	321,300		168,000		50,722		214,200		127,400
Total	100	%			108.4% of Target	$	1,366,065	$	714,282	$	215,651	$	910,710	$	541,664


NEO	Target Equity Award Value		Time-based Restricted Stock (#)	Performance-based Restricted Stock (at target) (#)
Mr. Waycaster	$	1,187,000	18,397	18,397
Mr. Mabry	534,000		8,276	8,276
Mr. McGraw	1,016,000		31,494	n/a
Mr. Chapman	800,000		12,399	12,399
Mr. Perry	458,000		7,098	7,098