RENASANT CORP
For the period ended Apr 22, 2025. Filed Mar 12, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 22, 2025 · Filed Mar 12, 2025
Contents
Pay Vs. Performance
General. The following table and graphs provide information required under the SEC’s “pay versus performance” rules over the last five years. The graphs below show the relationship of “compensation actually paid” in 2020, 2021, 2022, 2023 and 2024 to our principal executive officer (of which there were two in 2020) and other named executives to (1) Renasant’s TSR and the TSR of the S&P U.S. BMI Banks - Southeast Region Index (see note 4 to the table below for information about this index), (2) Renasant’s net income and (3) Renasant’s diluted EPS, and compare our TSR to the TSR of the S&P U.S. BMI Banks - Southeast Region Index. As required under SEC rules, “compensation actually paid” reflects adjustments to vested and unvested equity awards during the applicable years in the table based on year-end stock prices and accounting valuation assumptions; it does not reflect the actual amount or actual average amount, as applicable, of compensation earned by or paid to our principal executive officer or our other NEOs for the applicable year. For a comprehensive discussion of our executive compensation program, including its objectives and design and the decisions that the compensation committee made in 2024 with respect to the compensation of our named executive officers, please refer to the Compensation Discussion & Analysis section. For a discussion of compensation for 2023, 2022, 2021 and 2020 included in the table below, please see the Compensation Discussion & Analysis section of the proxy statement reporting our NEOs’ compensation for the applicable fiscal year.
| Pay Vs. Performance | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year · Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1)(2) · Compensation Actually Paid to PEO(3) · Average Summary Compensation Table Total for non-PEO NEOs(2) · Average Compensation Actually Paid to non-PEO NEOs(3) · Value of initial fixed $100 investment based on: · Net Income(in thousands) · Adjusted Diluted EPS (Non-GAAP) | ||||||||
| Total Shareholder Return (“TSR”) · Peer Group TSR(4) | ||||||||
| 2024 | $3,512,565 | $3,617,813 | $2,039,419 | $1,791,246 | $116.18 | $139.40 | $195,457 | $2.76 |
| 2023 | 2,808,744 | 2,188,363 | 1,787,796 | 1,415,290 | 106.47 | 107.45 | 144,678 | 3.15 |
| 2022 | 3,527,390 | 3,047,526 | 2,063,465 | 1,847,105 | 115.35 | 104.16 | 166,068 | 3.00 |
| 2021 | 3,190,763 | 3,483,712 | 1,942,720 | 2,086,277 | 113.42 | 128.06 | 175,892 | 2.98 |
| 2020 | 2,831,065 | 2,635,989 | 1,342,327 | 1,339,723 | 98.38 | 89.66 | 83,651 | 1.93 |
| (Mr. Waycaster) · (Mr. Waycaster) | ||||||||
| 2020 | 2,446,155 | 2,066,855 | ||||||
| (Mr. McGraw) · (Mr. McGraw) | ||||||||
(1)For 2024, 2023, 2022 and 2021, C. Mitchell Waycaster, our chief executive officer, was our PEO. In 2020, E. Robinson McGraw retired as chief executive officer in May 2020, succeeded by Mr. Waycaster; prior to his retirement, Mr. McGraw was our PEO.
(2)For 2024, 2023, 2022 and 2021, our named executive officers other than our PEO were James C. Mabry IV, E. Robinson McGraw, Kevin D. Chapman and Curtis J. Perry. As discussed in note 1 above, in 2020 Mr. McGraw was our chief executive officer, and PEO, until May 2020. As required by SEC rules, we had an additional named executive officer in 2020, who was J. Scott Cochran.
(3)“Compensation actually paid” reflects the amounts set forth in the “Summary Compensation Table Total for Principal Executive Officer” and “Average Summary Compensation Table Total for non-PEO NEOs” columns of the table above, each adjusted in accordance with SEC rules. Amounts added and deducted, on an item-by-item basis, to calculate the compensation actually paid for each fiscal year are included in the tables below.
| 2024(Waycaster) | 2023(Waycaster) | 2022(Waycaster) | 2021(Waycaster) | 2020(Waycaster) | 2020(McGraw) | |
|---|---|---|---|---|---|---|
| SCT Total Compensation | $3,512,565 | $2,808,744 | $3,527,390 | $3,190,763 | $2,831,065 | $2,446,155 |
| Less: Stock Award Values Reported in SCT for the Covered Year | (1,239,222) | (1,304,934) | (1,186,635) | (1,113,326) | (1,062,600) | (916,847) |
| Plus: Fair Value of Outstanding Unvested Stock Awards Granted in the Covered Year | 1,315,386 | 1,202,443 | 1,164,763 | 1,254,475 | 1,010,400 | 871,807 |
| Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | 94,999 | (181,854) | (17,300) | 178,336 | (53,992) | (18,427) |
| Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year | 21,095 | (64,624) | (5,400) | 50,237 | (13,050) | (15,660) |
| Less: Fair Value of Stock Awards Forfeited during the Covered Year | (71,429) | (258,258) | (435,292) | (76,773) | (24,250) | (29,099) |
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | (15,581) | (13,154) | — | — | (51,584) | (271,074) |
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans | — | — | — | — | — | — |
| Compensation Actually Paid | $3,617,813 | $2,188,363 | $3,047,526 | $3,483,712 | $2,635,989 | $2,066,855 |
| 2024(Non-PEO NEOs) | 2023(Non-PEO NEOs) | 2022(Non-PEO NEOs) | 2021(Non-PEO NEOs) | 2020(Non-PEO NEOs) | |
|---|---|---|---|---|---|
| SCT Total Compensation | $2,039,419 | $1,787,796 | $2,063,465 | $1,942,720 | $1,342,327 |
| Less: Stock Award Values Reported in SCT for the Covered Year | (750,553) | (750,256) | (658,486) | (646,352) | (541,701) |
| Plus: Fair Value of Outstanding Unvested Stock Awards Granted in the Covered Year | 505,516 | 725,492 | 748,477 | 750,699 | 642,035 |
| Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | 49,813 | (110,060) | (9,615) | 86,005 | (30,364) |
| Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year | 6,685 | (47,427) | (24,189) | 38,249 | (57,226) |
| Less: Fair Value of Stock Awards Forfeited during the Covered Year | (24,192) | (143,854) | (272,547) | (61,765) | (15,348) |
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | (35,442) | (46,401) | — | (23,279) | — |
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans | — | — | — | — | — |
| Compensation Actually Paid | $1,791,246 | $1,415,290 | $1,847,105 | $2,086,277 | $1,339,723 |
(4)We use the S&P U.S. BMI Banks - Southeast Region Index as the peer group in the table, which is the same peer group that we use for purposes of the stock performance graph contained in our Annual Report on Form 10-K for the year ended December 31, 2024. The S&P U.S. BMI Banks - Southeast Region Index, is a peer group of 50 regional bank holding companies, whose common stock is traded either on the New York Stock Exchange, NYSE Amex or NASDAQ, and which are headquartered in Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia and West Virginia.
Most Important Financial Performance Measures. Listed below are the performance measures that our compensation committee views as the most important financial measures it used to link the compensation actually paid to our principal executive officer and other named executive officers for 2024 to Renasant’s performance. An explanation of why the compensation committee selected each of these performance measures may be found in the Compensation Discussion and Analysis section above under the heading “2024 Compensation Decisions.”
| •Diluted earnings per share | •Efficiency ratio |
|---|---|
| •Return on average tangible common equity (non-GAAP) | •Return on average assets (PPNR) (non-GAAP) |
| •Total shareholder return | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.