RENASANT CORP
For the period ended Apr 23, 2024. Filed Mar 13, 2024.
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Apr 23, 2024 · Filed Mar 13, 2024
Contents
Objectives of our Compensation Program
The compensation committee has designed our compensation program to achieve three objectives:
| •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 |
|---|
Our compensation program provides substantial variable compensation opportunities, with adequate levels of fixed compensation (“variable compensation” refers to opportunities that are directly linked to the performance of the Company or the value of Renasant stock). We use variable compensation to address shareholder alignment and to drive our financial results; fixed compensation is used to address the predictable and recurring financial needs of our executives. The table below provides more information about the structure of our program.
| 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 |
Pay for Performance. Our variable compensation is primarily performance-based, with some time-based opportunities that are intended to be strategic and address retention. The relationship of pay and performance is discussed in the Proxy Summary section under the heading “2023 Financial and Compensation Highlights – Compensation,” and our disclosures about pay versus performance required by SEC rules can be found below in the Other Compensation Related Disclosures section under the heading “Pay Vs. Performance.” The following charts illustrate the components of compensation for 2023 for our chief executive officer and the average for our other NEOs, assuming performance at target levels.
Total Variable Compensation:73.4% Total Variable Compensation:66.9%
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