Independent
Tenure on this board
6.1 yrs
17 nominees · 3 ballot items.
Elect 17 directors to one-year terms; approve, in a non-binding advisory vote, the compensation of the named executive officers (say-on-pay); and ratify the appointment of BDO USA, P.C. as the company’s independent registered public accountants for 2026.
Elect 17 directors, each to serve a one-year term until the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote approving the company’s 2025 executive compensation program as disclosed in the proxy statement. Management seeks approval to confirm its mix of base salary, annual performance-based cash awards and both time-based and performance-based long-term equity awards, which it says are designed to align executives’ interests with shareholders and to retain key talent following the transformational FBMS merger. The compensation package emphasizes adjusted, non-GAAP performance measures (adjusted diluted EPS, adjusted efficiency ratio and ROTCE) for annual cash incentives and uses a three-year relative performance cycle (ROTCE (PPNR), ROTA (PPNR), and TSR) for long-term awards, reflecting benchmarking to a peer group. The board and compensation committee stress robust governance practices: use of an independent compensation adviser, stock ownership guidelines, clawback policy, anti-hedging rules and limits on maximum payouts; they also retained discretion to adjust payouts for extraordinary items. Management points to integration and merger-related context—merger and conversion expenses and a Day 1 CECL acquisition provision—that materially affected GAAP results in 2025 and explains adjustments used to measure “core” performance. The proposal is advisory only, so it does not change pay arrangements directly, but the board will review the voting outcome and shareholder feedback when considering future compensation design. The board recommends a FOR vote, citing strong shareholder engagement, prior say-on-pay support (95.7% in 2025), and the view that the program appropriately balances pay-for-performance with retention and governance safeguards. Investors evaluating the proposal should weigh the company’s use of non-GAAP adjustments, post-merger retention needs and the alignment of metrics with long-term shareholder value when assessing whether to support management’s approach.
Ratify the appointment of BDO USA, P.C. as Renasant Corporation’s independent registered public accountants for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.70% | 9,869,052 | $357M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.30% | 5,810,601 | $210M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.56% | 5,128,494 | $185M |
| 4 | STATE STREET CORP | 5.26% | 4,853,975 | $175M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.61% | 4,251,672 | $154M |
| 6 | VICTORY CAPITAL MANAGEMENT INC | 3.31% | 3,054,507 | $110M |
| 7 | BlackRock, Inc. | 2.92% | 2,690,991 | $97M |
| 8 | Invesco Ltd. | 2.43% | 2,242,616 | $81M |
| 9 | Channing Capital Management, LLC | 2.35% | 2,166,904 | $78M |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 2.32% | 2,144,754 | $77M |
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