Renasant Corp DEF 14A, filed Mar 13, 2024

Renasant Corp (RNST)

DEF 14A 2024-03-13 For: 2024-04-23

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Added on June 12, 2026

About this DEF 14A

Renasant Corp filed this DEF 14A on March 13, 2024.

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TIME AND PLACE			1:30 p.m., Central time, on Tuesday, April 23, 2024 Renasant Bank 209 Troy Street Tupelo, Mississippi 38804-4827
ITEMS OF BUSINESS			1.Election of four Class 1 directors who will each serve a one-year term expiring in 2025 if the Declassification Amendment (as defined in Proposal 2 below) is approved (and will serve a three-year term expiring in 2027 if the Declassification Amendment is not approved) 2.Approval of an amendment to Renasant Corporation’s Articles of Incorporation to phase out the classified structure of the board of directors and provide for the annual election of directors (the “Declassification Amendment”) 3.Approval of an amendment to the Renasant Corporation 2020 Long-Term Incentive Compensation Plan to increase the number of shares of common stock available for grant, award or issuance under the plan 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 2024 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 16, 2024.
ANNUAL REPORT; INTERNET AVAILABILITY OF MATERIALS			Our proxy statement, proxy card and Annual Report on Form 10-K for the year ended December 31, 2023, 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
2023 Financial and Compensation Highlights..............................................................................................			2
Environmental, Social and Governance Highlights for 2023........................................................................			4
CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS....................................................			6
Governing Documents and Practices............................................................................................................			6
Board of Directors.........................................................................................................................................			9
Director Independence..................................................................................................................................			11
Board Leadership Structure..........................................................................................................................			12
Board Committees.........................................................................................................................................			13
Role of the Board in Risk Oversight.............................................................................................................			15
Director Selection and Diversity...................................................................................................................			18
Related Person Transactions.........................................................................................................................			20
Legal Proceedings Involving a Director or Executive Officer and the Company or the Bank.....................			20
Shareholder Communications.......................................................................................................................			20
BOARD MEMBERS AND COMPENSATION.............................................................................................			23
Members of the Board of Directors..............................................................................................................			23
Director Compensation.................................................................................................................................			29
EXECUTIVE OFFICERS................................................................................................................................			31
COMPENSATION DISCUSSION AND ANALYSIS....................................................................................			33
Introduction...................................................................................................................................................			33
Objectives of Our Compensation Program...................................................................................................			33
Say-on-Pay and Shareholder Engagement....................................................................................................			34
2023 Compensation Program Highlights......................................................................................................			35
Decision-Making Process for 2023...............................................................................................................			36
2023 Compensation Decisions......................................................................................................................			37
Compensation Committee Practices.............................................................................................................			44
COMPENSATION COMMITTEE REPORT.............................................................................................			48
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION......................			48
COMPENSATION TABLES.........................................................................................................................			49
2023 Summary Compensation Table............................................................................................................			49
Grants of Plan-Based Awards.......................................................................................................................			51
Outstanding Equity Awards as of December 31, 2023.................................................................................			52
Vested Restricted Stock................................................................................................................................			53
Pension Benefits............................................................................................................................................			53
Non-Qualified Deferred Compensation........................................................................................................			54
Payments and Rights on Termination or Change in Control........................................................................			55
OTHER COMPENSATION-RELATED DISCLOSURES........................................................................			60
CEO Pay Ratio..............................................................................................................................................			60
Pay Vs. Performance.....................................................................................................................................			61


			Page
REPORT OF THE AUDIT COMMITTEE....................................................................................................			64
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.....................................................................			65
VOTING YOUR SHARES...............................................................................................................................			66
Attending the Annual Meeting......................................................................................................................			66
Record Date; Shares Outstanding.................................................................................................................			66
Voting............................................................................................................................................................			66
Quorum.........................................................................................................................................................			66
How Votes are Counted................................................................................................................................			66
Required Vote for Each Proposal..................................................................................................................			67
Shares Held by the Renasant 401(k) Plan.....................................................................................................			67
Solicitation and Revocation of Proxies.........................................................................................................			67
PROPOSALS.....................................................................................................................................................			69
Proposal 1 - Election of Four Class 1 Directors............................................................................................			69
Proposal 2 - Amendment to the Articles of Incorporation to Phase Out the Classified Structure of the Board of Directors and Provide for the Annual Election of Directors..........................................................			69
Proposal 3 - Amendment of 2020 Long-Term Incentive Compensation Plan to Increase Available Shares............................................................................................................................................................			70
Proposal 4 - Advisory Vote on Executive Compensation.............................................................................			76
Proposal 5 - Ratification of the Appointment of HORNE LLP as Independent Registered Public Accountants for 2024....................................................................................................................................			76
Other Matters................................................................................................................................................			76
STOCK OWNERSHIP.....................................................................................................................................			77
Common Stock Ownership Greater than 5%................................................................................................			77
Beneficial Ownership of Common Stock by Directors and Executive Officers...........................................			78
Delinquent Section 16(a) Reports.................................................................................................................			79
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K........................................................................			80
APPENDIX A - NON-GAAP FINANCIAL MEASURES.............................................................................			A-1
APPENDIX B - AMENDMENT TO RENASANT CORPORATION ARTICLES OF INCORPORATION..........................................................................................................................................			B-1
APPENDIX C - RENASANT CORPORATION 2020 LONG-TERM INCENTIVE COMPENSATION PLAN................................................................................................................................			C-1


	More Information	Board Recommendation
Proposal 1 Election of Class 1 Directors (four nominees)	Page 69	FOR each nominee
Proposal 2 Approval of an Amendment to Renasant Corporation’s Articles of Incorporation to phase out the classified structure of the board of directors and provide for the annual election of directors	Page 69	FOR
Proposal 3 Approval of an amendment to the Renasant Corporation 2020 Long-Term Incentive Compensation Plan to increase the number of shares of common stock available for grant, award or issuance under the plan	Page 70	FOR
Proposal 4 Adoption of a non-binding, advisory resolution approving the compensation of our named executive officers	Page 76	FOR
Proposal 5 Ratification of the appointment of HORNE LLP as our independent registered public accountants for 2024	Page 76	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,
	2023		2022		2021		2020		2019
Diluted EPS (GAAP)	$2.56		$2.95		$3.12		$1.48		$2.88
Adjusted Diluted EPS (non-GAAP)(1)	$3.15		$3.00		$2.98		$1.93		$3.03
Return on Average Shareholders’ Equity (GAAP)	6.50	%	7.60	%	7.96	%	3.96	%	7.95	%
Adjusted Return on Average Tangible Shareholders’ Equity (non-GAAP)(1)	15.02	%	14.20	%	13.89	%	10.06	%	16.15	%
Return on Average Assets (GAAP)	0.84	%	1.00	%	1.11	%	0.58	%	1.30	%
Adjusted Return on Average Tangible Assets (non-GAAP)(1)	1.12	%	1.10	%	1.16	%	0.85	%	1.54	%
Efficiency Ratio (GAAP)	68.33	%	61.88	%	65.35	%	70.53	%	62.03	%
Adjusted Efficiency Ratio (non-GAAP)(1)	63.48	%	60.77	%	65.32	%	64.00	%	60.48	%


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			•Renasant introduced a new digital banking experience to all customers, from online to mobile banking, which featured several new benefits including push notifications, external transfers, live chat and more. With a goal of increasing simplicity and efficiency, the new digital experience provides customers with greater convenience, functionality, and control over their finances. •Our ITM program continued to see significant growth, totaling 51 machines across our footprint at the end of 2023. We experienced record usage rates with over $328 million in deposits and just over 87,000 Virtual Banker transactions. ITMs strike a balance between digital banking and human touch, allowing our customers to engage in both a modern and personalized experience. •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 2023, our customers completed over 20,200 evaluations for our Retail Branches, Customer Experience Center, Treasury Solutions Team, and Digital Channels. Of the completed evaluations, 69% received a perfect satisfaction score. •Cultivating and igniting a sales and service culture throughout the Company was one of our key priorities in 2023, 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. •Providing employees with learning and development experiences relative to customer engagement not only supports career growth, but also positively impacts the customer experience. In 2023, over 1,000 employees received customer engagement training, including our Customer Experience Center, Retail Branches, and Lending Teams, equating to more than 4,100 hours of learning and development.


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 $610 million in Community Development Loans, including loans in the form of lines of credit for Community Development Financial Institutions. •We made over $548 million in loans through government-sponsored programs with features attractive to low- and moderate-income borrowers. •We made 246 Community Homebuyer Mortgage loans, totaling $61 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 continued our down payment assistance program in 2023, providing 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. Over $1.0 million in funds were provided to 160 borrowers.
Our Employees			•In support of our Social Responsibility, Diversity, and Inclusion strategic plan, Renasant hosted our second annual Rise with Renasant Women’s Summit, bringing together over 70 female leaders, believers, and achievers across all areas and levels of the organization to inspire positive business outcomes and community impact while advocating for personal and professional development. •As a part of the Company’s employee experience strategy, we administered our bi-annual employee satisfaction survey to hear directly from our greatest assets, our employees. In 2023, we were thrilled to see a 91% participation rate and an overall increase in employee satisfaction. These detailed insights allow us to continue to seek ways to boost employee satisfaction and engagement. •Following the launch of our paid parental leave program and the benefit of paid community service hours, Renasant provided in 2023 nearly 8,000 paid hours to new parents, while employees spent over 250 hours volunteering in the communities we serve in addition to the impactful community outreach efforts driven by our Renasant Roots program. In 2024, we will continue our efforts to raise awareness of these programs among our workforce in order to drive further participation. •Renasant’s commitment to investing in the development of current and next generation leaders continued in 2023 with 172 leaders from varying cohorts and across all areas of the Company participating in our leadership development program. This program, along with other management and supervisory learning opportunities offered in 2023, totaled nearly 5,300 hours of development, spanning 400 leaders. Additional leadership development opportunities were provided to all Renasant employees through our “Be a Leader: Leadership Community” program found on our internal website. Here, employees are exposed to micro-learning modules, videos, articles, and tools to aid in their personal and professional development. •Overall, our employees completed over 55,200 hours (approximately 23 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, each as amended (which we refer to as our “Articles of Incorporation” and our “Bylaws,” respectively), 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 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, which it most recently updated in January 2024. 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; within five years of becoming a director, each non-employee director must own stock with a value equal to a multiple of the annual cash retainer. As of January 1, 2024, the multiple was three times the annual retainer; effective mid-January 2024, the board increased the ownership requirement to 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, 2024, the guidelines required directors with at least five years of service to own Renasant common stock with a value of at least $210,000 (based on the $70,000 annual cash retainer in effect on such date). The average closing price of our stock for the 20 trading days ending December 31, 2023 was $32.26, and based on that price all of our directors owned common stock with a total value in excess of $250,000 (and most owned substantially more), other than Ms. Flenorl. Ms. Flenorl joined the board in April 2023 and therefore still has four 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 and regulations and NYSE listing standards. 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. 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.
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 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 also 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	Rose J. Flenorl
Connie L. Engel	Neal A. Holland, Jr.	John T. Foy
C. Mitchell Waycaster	E. Robinson McGraw	Richard L. Heyer, Jr.
	Sean M. Suggs


Board Assessment	Peer Assessment	Committee Self-Assessment
The board assessment, which was developed and is administered by an independent third party, asks each director to provide on an anonymous basis 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 peer 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. For each director whose term is expiring at the next annual meeting, the nominating committee also meets with such director 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. The nominating committee uses this information as one factor in determining whether a director whose term is expiring should be nominated 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			•Financial reporting/operational risk
•Interest rate/liquidity risk			•Human capital management risk
•Compliance/legal risk			•Compensation risk
•Cybersecurity/information security risk


Percentage of Racial/Gender Diverse Directors as of:
2014 Annual Meeting			2024 Annual Meeting
5%			30%


Board Diversity Matrix (as of March 13, 2024)
Total Number of Directors	13
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	3 (Jill V. Deer, Connie L. Engel, Rose J. Flenorl)	10	0	0
Part II: Demographic Background
African American or Black	1 (Rose J. Flenorl)	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 Latino	0	0	0	n/a
Native Hawaiian or Pacific Islander	0	0	0	n/a
White	2	9	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	74	1	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 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 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.
Albert J. Dale, III Director since 2007	73	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, 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.


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 2023.
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 2023 and the committee’s processes. In 2023, 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 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 satisfies the tests to be considered an “independent director” under the NYSE Listed Company Manual. The committee met five times in 2023.
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 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 2023 compensation of our named executive officers. The committee met 12 times in 2023. 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 the Company’s 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 2023, the committee met five times.


2023 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	$	68,875	$	66,174	$	—	$	1,772	$	136,821
Donald Clark, Jr.	60,000		66,174		—		1,772		127,946
John M. Creekmore	90,000		66,174		—		14,051		170,225
Albert J. Dale, III	94,000		66,174		51		13,300		173,525
Jill V. Deer	63,000		66,174		—		2,303		131,477
Connie L. Engel	72,000		66,174		—		1,772		139,946
Rose J. Flenorl	42,625		66,174		—		1,054		109,853
John T. Foy	80,000		66,174		—		2,557		148,731
Richard L. Heyer, Jr.	80,000		66,174		—		1,772		147,946
Neal A. Holland, Jr.	95,750		66,174		—		18,223		180,147
Michael D. Shmerling	25,500		—		—		4,401		29,901
Sean M. Suggs	66,000		66,174		471		1,772		134,417


Name	Age	Position
Kevin D. Chapman	48	Our and the Bank’s President since May 2023 and Chief Operating Officer since May 2018. Mr. Chapman 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	60	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	41	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	49	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	66	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	57	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	61	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
James C. Mabry IV			Chief Financial Officer
Kevin D. Chapman			President and 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


What we heard			How we responded
Improve disclosure around metrics and goals			We have expanded our disclosure around metrics and goals under our short-term and long-term programs
Provide rationale for discretionary awards			We have included an explanation of the compensation committee’s reasons for the discretionary cash bonus and discretionary one-year time-based restricted stock award that comprised a part of our 2023 executive compensation program as well as the committee’s process to reach its decisions. As described in more detail in the “2023 Compensation Decisions” section below, the committee awarded discretionary cash bonuses to address the impact on our performance of the March 2023 bank failures and liquidity crisis resulting therefrom, while it made modest restricted stock awards to address a specific concern related to the metrics applicable to the performance-based equity awards that vested at the end of 2022. The committee has not made any discretionary awards as part of our 2024 executive compensation program.
Evaluate new metrics			The compensation committee evaluated our current performance metrics and provided additional information on how the current metrics continue to align with our long-term strategy


	Base Salary (2023)		Base Salary (2022)
Mr. Waycaster	$	765,000	$	717,500
Mr. Mabry	560,000		525,000
Mr. McGraw	600,000		563,750
Mr. Chapman	600,000(1)		563,750
Mr. Perry	490,000		461,250


2023 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	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 the Company’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	Actual Results for the Year Ended December 31, 2022	2023 Target Performance
		Target Performance Level	Increase over 2022 Outcome
Diluted earnings per share	$2.95	$3.40	15%
Efficiency ratio	61.88%	60.97%	15%
Return on average tangible common equity (non-GAAP)	13.97%	16.02%	15%


2023 Company-Wide Performance Measures
Performance Measure	Weight		Threshold Performance		Target Performance		Superior Performance		2023 Performance
Diluted earnings per share (EPS)	50	%	$3.23		$3.40		$3.57		$2.56
Efficiency ratio	30	%	62.34	%	60.97	%	59.62	%	68.33	%
Return on average tangible common equity (non-GAAP)	20	%	15.22	%	16.02	%	16.82	%	12.29	%


	2022	2023	Percentage Growth	Peer Percentile*
Adjusted diluted EPS (non-GAAP)	$3.00	$3.15	5.0%	73rd
Adjusted efficiency ratio (non-GAAP)	60.8%	63.5%	(4.4)%	50th
Adjusted ROTCE (non-GAAP)	14.2%	15.0%	5.6%	77th


2023 Discretionary Cash Bonuses
	Amount		Percentage of PBRP Target Award
Mr. Waycaster	$	602,438	75%
Mr. Mabry	315,000
Mr. McGraw	382,500
Mr. Chapman	401,625
Mr. Perry	238,875


2023 Potential LTIP Payouts - Three-Year Performance Cycle Ending December 31, 2025
	Threshold	Target	Superior
Mr. Waycaster	11,901	17,581	26,777
Mr. Mabry	4,634	6,951	10,427
Mr. Chapman	7,758	11,637	17,456
Mr. Perry	4,633	6,949	10,424


2023 Time-Based Awards
Executive	Number of Shares	Award Date	Vesting Date
Mr. Waycaster	13,051	January 1, 2023	January 1, 2026
Mr. Mabry	6,951	January 1, 2023	January 1, 2026
Mr. McGraw	26,451	January 1, 2023	January 1, 2024
Mr. Chapman	9,189	January 1, 2023	January 1, 2026
Mr. Perry	4,973	January 1, 2023	January 1, 2026


	2022 Results
Performance Measure	Net income basis	PPNR basis
ROTCE (non-GAAP)	24th percentile	35th percentile


2023 Equity Awards
		Time-Based
	Performance-Based	1-Year Vesting	3-Year Vesting	Total
Mr. Waycaster	17,851	4,800	13,051	17,851
Mr. Mabry	6,951	—	6,951	6,951
Mr. McGraw	—	29,840	—	29,840
Mr. Chapman	11,637	2,448	9,189	11,637
Mr. Perry	6,949	1,976	4,973	6,949