DEF 14A of Renasant Corp, Mar 13, 2024

DEF 14A of Renasant Corp

Filed Mar 13, 2024 · FY20230000715072-24-000057

Open on EDGAR

  1. Board of Directors

    Board of Directors Number and Term. There are currently 13 members of our board of directors, divided into three classes:

  2. Board of Directors

    | 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 | |

  3. Board of Directors

    The current term of office for our Class 1 directors expires at the 2024 Annual Meeting; the current term of office for our Class 2 directors expires at the 2025 annual meeting; and the current term of office for our Class 3 directors expires at the 2026 annual meeting. The effect that the Declassification Amendment will have on the three director classes and their respective terms of office is described below in the Proposals section under the heading “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.” After our annual meeting, assuming that all of our nominees are elected, the board will have 13 members, divided into three classes, with four directors in Class 1, five directors in Class 2, and four directors in Class 3. The board has determined that 13 members is an appropriate number to fulfill its responsibilities in light of our current and anticipated size and the nature of our operations. Tenure. The board strives to ensure that there is an appropriate mix of tenures among the directors, as the board values both the insight that long experience on our board brings and also the fresh perspective associated with newer board members. The board has concluded that arbitrary deadlines on board service, such as tenure limitations or a mandatory retirement age, do not promote its goal of achieving its desired mix of short- and long-tenured directors. Accordingly, we do not have a formal policy governing the tenure of the members of the board of directors, nor is there any mandatory retirement age for directors. The table below shows the average tenure of our non-employee directors as of the date of the 2024 Annual Meeting and the four prior annual meetings. The board believes that it has generally been successful in refreshing the board’s membership and maintaining an appropriate balance between short- and long-tenured directors, as evidenced by the fact that over the past five years the average tenure of the independent directors on the board has only increased by slightly over one year. •As of the Company’s 2020, 2021 and 2023 annual meetings, there were 12 non-employee directors on the board; there were 11 non-employee directors as of the 2022 and 2024 annual meetings. In calculating the average tenure, a newly-elected director is considered to have a term of zero years. Of our 11 non-employee directors who will continue on the Board after the 2024 Annual Meeting, four will have served on the board for six years or less, two will have served for between six and 15 years, and five will have served for over 15 years. Our nominating committee monitors the make-up of the board and directors’ intentions about their continued board service to ensure that, if a director intends to retire or otherwise resign from the board, a suitable replacement can be identified in a timely manner. Further, as discussed below, the nominating committee annually assesses the performance of our directors. If a director’s performance is found to need improvement or otherwise is lacking, the nominating committee may counsel the director on the need for improvement and/or determine to not re-nominate the director for election when his or her term expires. Meetings. Our board held seven meetings in 2023, one of which was part of the board’s annual three-day strategic planning retreat. All directors attended at least 75% of the total number of board meetings and meetings of the committees on which they served. The members of the board who meet the NYSE’s standards for independent directors set forth in Section 303A.02 of the NYSE’s Listed Company Manual met in executive session (that is, a meeting of only directors who are independent directors) six times during 2023. We do not have a policy requiring director attendance at our annual meeting. All of our directors attended the 2023 annual meeting other than Mr. Suggs (who was unable to attend due to his job obligations), and we expect our entire board to attend this year’s annual meeting. Board, Director and Committee Performance Assessments. As part of its efforts to ensure that the Company has a high-functioning board with the collective experience, qualifications and skills necessary to guide a financial institution such as Renasant, our nominating committee annually oversees a board assessment and a director peer assessment, and each committee of the board performs its own self-assessment.

  4. Board of Directors

    | 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. |

  5. Director Independence

    Director Independence The board has determined that each of our directors satisfies the tests to be considered an “independent director” set forth in Section 303A.02 of the NYSE Listed Company Manual, with the exception of Messrs. McGraw and Waycaster who are not independent directors because they are Renasant employees. In addition, prior to his retirement at the 2023 annual meeting, Michael D. Shmerling was an independent director (under the listing rules of the Nasdaq Stock Market LLC, to which Renasant was subject while Mr. Shmerling was a director). When determining each non-employee director’s status as an “independent director,” the board evaluated the following relationships involving Renasant or the Bank: •Transactions involving a director, members of his or her immediate family and businesses with which they are associated and the Company or the Bank. More information about these transactions may be found below under the heading “Related Person Transactions.” •Employment relationships between the Bank and directors’ immediate family members. The Bank employs Mr. Creekmore’s son as a portfolio manager in the Bank’s corporate banking department; he is not an “executive officer” of the Company. The compensation paid in 2023 to Mr. Creekmore’s son, which was consistent with the compensation paid to similarly-situated employees of the Bank, is below the amount necessary to qualify as a related person transaction under SEC rules. The Bank also employs Dr. Heyer’s son as a senior managing director of Park Place Capital Corp., the Bank’s financial advisor subsidiary. Although Dr. Heyer’s son is not an “executive officer,” his employment is considered a related person transaction because of the amount of compensation he received in 2023. More details about our employment of Dr. Heyer’s son can be found in this section below under the heading “Related Person Transactions.” Neither Mr. Creekmore nor Dr. Heyer participate in any deliberations or decisions about his son’s compensation, and each director abstains from any vote related to his son’s position at the Company or his compensation.

  6. Board Leadership Structure

    Board Leadership Structure Our executive chairman serves as chairman of the board, and the board has appointed a lead director. Chairman. E. Robinson McGraw, our executive chairman, serves as chairman of the board of the Company and the board of the Bank. We believe Mr. McGraw’s service as our chairman enhances the board’s operations, as he is an effective bridge between our non-employee directors and management. As executive chairman, Mr. McGraw remains involved, with Mr. Waycaster, Mr. Chapman and Renasant’s other senior executive management, in developing Renasant’s strategic plan and implementing the steps needed to achieve the goals set forth in the strategic plan. However, he is also able to take a more objective view of our strategy and management decision-making, as he is not responsible for overseeing our day-to-day operations. In addition, Mr. McGraw provides insight on the current state of our overall operations, future prospects and the risks the Company and the Bank face. With such a deep knowledge of the Company and the Bank, Mr. McGraw is well suited to lead the board’s discussions. Lead Director. John M. Creekmore serves as “lead director” of our board of directors and is a member of the board’s executive committee. The members of the board who satisfy the tests to be considered an “independent director” for purposes of the NYSE Listed Company Manual select our lead director; no lead director is required if the chairman qualifies as an “independent director.” The lead director serves as an independent counterbalance to the chairman of the board and essentially as a co-equal. Mr. Creekmore has been a director since 1997, predating our chairman’s service on the board, which we believe adds weight to his independent voice on the board. The duties of the lead director are described in our Bylaws and include the following: •Scheduling and setting the agenda for board meetings with the chairman; •Scheduling, setting the agenda for, and chairing all executive sessions of the “independent directors” of the board; •Determining the appropriate materials to be sent to directors for all meetings; •Acting as a liaison between the board and the chief executive officer and our other executive officers; •Assisting the compensation committee in evaluating the chief executive officer’s performance; •Assisting the nominating committee in its annual assessment of the board’s committee structure and each committee’s performance; and •Overseeing the board’s communications with our shareholders. In addition, the lead director may call the board into executive session to discuss matters outside the presence of the chairman and other non-independent directors. The lead director is also expected to familiarize himself with the Company, the Bank and the banking industry in general. He also is expected to keep abreast of developments in the principles of good corporate governance.

  7. Board Committees

    Board Committees The members of each of our executive, audit, nominating, compensation and ERM committees as of the date of this proxy statement, and a brief description of each committee’s function, are below.

  8. Board Committees

    | 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. |

  9. Board Committees

    | 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. |

  10. Board Committees

    *Mr. Dorminey is a member of the Bank’s board of directors only. The members of these committees are subject to change. Changes are generally made effective as of the annual meeting each year. We update our corporate website from time to time to reflect any changes in the membership of these committees. You can find this information by going to www.renasant.com, clicking on “Corporate Governance” and then clicking on “Committee Composition.”

  11. Members of the Board of Directors

    Members of the Board of Directors The following information discusses each member of our board of directors who will continue after the 2024 Annual Meeting (ages are as of the meeting), assuming all of our nominees to the board are elected. The information below highlights the specific experience, qualifications, attributes and skills that led us to conclude that each director should be and remain a member of our board. We believe that our board of directors consists of a diverse collection of individuals who possess the integrity, education, work ethic and ability to work with others necessary to oversee our business effectively and to represent the interests of all shareholders, including the qualities listed in the Corporate Governance and the Board of Directors section under the heading “Director Selection and Diversity” above.

  12. Members of the Board of Directors

    | 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. |

  13. Members of the Board of Directors

    | Name | Age | Class | Background, Experience, Qualifications and Skills | | Connie L. Engel Director since 2018 | 71 | 1 | 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. | | C. Mitchell Waycaster Director since 2018 | 65 | 1 | 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. | | John M. Creekmore Director since 1997 | 68 | 2 | 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. |

  14. Members of the Board of Directors

    | Name | Age | Class | Background, Experience, Qualifications and Skills | | Jill V. Deer Director since 2010 | 61 | 2 | Background: Ms. Deer is Chief Administrative Officer for Brasfield & Gorrie, L.L.C., one of the nation’s largest privately-held construction firms (“B&G”), and a member of the company’s executive team. In her role as Chief Administrative Officer, Ms. Deer leads, among other areas, B&G’s legal and insurance and risk groups. Ms. Deer also serves on B&G’s Diversity & Inclusion Executive Steering Team and its IT Governance Group. 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 owns, develops and manages 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, including with respect to our corporate social responsibility efforts. | | Neal A. Holland, Jr. Director since 2005 | 68 | 2 | 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 director of the Company 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. |

  15. Members of the Board of Directors

    | Name | Age | Class | Background, Experience, Qualifications and Skills | | E. Robinson McGraw Director since 2000 | 77 | 2 | 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 understanding of our current operations and our future plans is likely exceeded only by Mr. Waycaster’s. His insight is an essential part of formulating our plans and strategies. Mr. McGraw’s legal background and years of experience with the Company 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 | 58 | 2 | 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 diversity and inclusion at the Company and enhance the sustainability of our operations. |

  16. Members of the Board of Directors

    | Name | Age | Class | Background, Experience, Qualifications and Skills | | Gary D. Butler, Ph.D. Director since 2020 | 53 | 3 | Background: Dr. Butler is the founder, chairman and chief executive officer of Camgian Microsystems 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. | | Rose J. Flenorl Director since 2023 | 66 | 3 | 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, 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 diversity, equity, and inclusion, sustainability and economic development helps guide our overall strategy and identify critical areas of opportunity. |

  17. Members of the Board of Directors

    | Name | Age | Class | Background, Experience, Qualifications and Skills | | John T. Foy Director since 2004 | 76 | 3 | 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 | 67 | 3 | 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. |

  18. Director Compensation

    Director Compensation Below is a description of the compensation we pay to our non-employee directors and the process we use to determine compensation. Directors who are also our employees, Messrs. McGraw and Waycaster, do not receive additional compensation for services rendered as directors. Each year, our independent compensation consultant, which was Pearl Meyer & Partners, LLC, or “Pearl Meyer,” when the board decided upon our non-employee directors’ compensation package for 2023, provides the compensation committee with information about peer group compensation practices and makes recommendations for non-employee directors (the Compensation Discussion and Analysis section under the heading “Compensation Committee Practices – Independent Advice” discusses our transition in 2023 from Pearl Meyer to a new independent compensation consultant). The compensation committee reviews the consultant’s information and recommends to our full board the level of non-employee director compensation for the upcoming year. At its December meeting, the board reviews the compensation committee’s recommendations and ordinarily ratifies the recommended compensation. Any modifications are generally implemented after our annual meeting. Compensation for our non-employee directors is set at a level that is at or near the median of the compensation paid to directors in our peer group using information obtained from the independent compensation consultant about the practices of companies in the group. More information about our peer group can be found in the Compensation Discussion and Analysis section below under the heading “Compensation Committee Practices – Peer Group.” As a matter of policy, each of our non-employee directors receives an annual stock award with the same value. Annual cash retainers are the same, except that we pay an additional retainer to our lead director, the chairs of Company and Bank committees and all of the members of the Bank’s credit review committee (due to the frequency that this committee meets). We do not pay meeting fees for attendance at board or board committee meetings, nor do we pay special or strategic compensation (such as for the completion of a merger), make “one-time” payments, provide tax gross ups, negotiate additional fees or payments for individual directors or “benchmark” compensation to our peer group. The table below includes information about all of the compensation that was paid to our non-employee directors for services they rendered during our fiscal year ended December 31, 2023.

  19. Director Compensation

    | 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 |

  20. Director Compensation

    Compensation reported in the table above represents both cash payments and the value of stock grants and other forms of payments and benefits as follows: •Column B, Fees Earned or Paid in Cash – Amounts in this column reflect the retainers and fees for regional advisory board meetings we paid to our non-employee directors in 2023. Amounts may be voluntarily deferred under our Deferred Stock Unit Plan or Deferred Income Plan, which are described below. •We paid the following retainers, prorated in the form of equal monthly payments: •All directors received an annual retainer; effective as of the 2023 annual meeting, the amount of the retainer was $70,000, a $10,000 increase from the amount paid for 2022; •Our lead director received an additional retainer in the amount of $30,000; and •The chairs of the audit, compensation and nominating committees received an additional retainer in the amount of $20,000, the chair of the ERM committee received an additional retainer in the amount of $15,000 (an increase from $12,000 for 2022), the chairs of the Bank’s trust and technology committees received an additional retainer in the amount of $6,000, and each member of the Bank’s credit review committee received an additional retainer in the amount of $12,000. •Each of our non-employee directors who serves on one of our regional advisory boards was paid a $500 fee quarterly or when the board met, a $125 fee in each month during which a meeting was not held, and a $200 fee for attendance at regional advisory board committee meetings. •Column C, Stock Awards – On April 25, 2023, each director received a time-based restricted stock award of 2,360 shares of our common stock that will vest at the 2024 Annual Meeting. Column C reports the aggregate fair value of these awards, determined as of the date of award, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation - Stock Compensation.” Dividends payable on restricted stock awards are not included in our fair value determination. Please refer to Note 12, “Employee Benefit and Deferred Compensation Plans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions used to derive the fair value of our restricted stock. •Column D, Changes in Pension Value and Non-Qualified Deferred Compensation Earnings – Amounts in this column report above-market earnings on amounts deferred under the Deferred Income Plan. Interest earned on deferred amounts is considered above-market only if the interest rate exceeded 120% of the applicable federal long-term rate, with compounding, as prescribed by the Internal Revenue Service. Our non-employee directors do not participate in a pension plan or similar arrangement. •Column E, All Other Compensation – Cash dividends paid on restricted stock awards are included in this column. The remaining amounts in this column reflect the value of other benefits we provide to our non-employee directors, which consist of the following: •Non-employee directors and their eligible dependents may elect to enroll in our medical and dental plans and pay full premiums for the coverage. Based on historical practice, we deduct a portion of the premiums from the cash payments we make to our electing directors (reported in Column B), and a portion of the premiums are treated as imputed income that is applied to the cost of the premiums and reported as taxable income. Amounts in Column E represent the portion of the premium that we treat as imputed income. This amount was $11,494, $11,527 and $15,666 for Messrs. Creekmore, Dale and Holland, respectively. •We provide term life and accidental death and dismemberment insurance coverage to each director with a face amount of $10,000, at a cost of $25. The Bank maintains two deferred compensation plans in which our non-employee directors may participate: the Deferred Stock Unit Plan, the “DSU Plan,” and the Deferred Income Plan. Under the DSU Plan, deferred amounts are credited to a bookkeeping account that is deemed invested in units representing shares of our common stock and is credited with dividend equivalent units when we pay cash dividends. Units are allocated based on a quarterly average market price of our common stock. Under the Deferred Income Plan, deferred amounts are notionally invested in investment alternatives substantially similar to those offered under our 401(k) plan or in the Moody’s Composite Yield on Seasoned Corporate Bonds, which was 5.86% in 2023. Benefits under either plan are payable when a director ceases to serve as a member of our board and may be paid in a lump sum or installments. Under the DSU Plan, benefits are paid in the form of shares of our common stock; under the Deferred Income Plan, benefits are paid in cash.

  21. Director Compensation

    | EXECUTIVE OFFICERS |

  22. Director Compensation

    The names, ages (as of the annual meeting), positions and business experience of our principal executive officers, except for Messrs. McGraw and Waycaster, are listed below. Because they are also members of our board, information about Messrs. McGraw and Waycaster appears above in the Board Members and Compensation section under the heading “Members of the Board of Directors.” Our “named executive officers,” who are Messrs. McGraw, Waycaster, Mabry, Chapman and Perry, as well as Messrs. Cochran and Jeanfreau, are party to an employment agreement; our remaining executive officers are appointed annually by our board and serve at the discretion of the board.

  23. Director Compensation

    | 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. |

  24. Director Compensation

    | 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. |

  25. Director Compensation

    | COMPENSATION DISCUSSION AND ANALYSIS |

  26. Introduction

    Introduction This Compensation Discussion and Analysis section, or CD&A, describes our executive compensation program for 2023, which is administered by our compensation committee. As more fully explained in this section, our program consists of four components: base salary, annual performance-based cash awards (in 2023, discretionary bonuses were paid in lieu of the performance-based cash award), performance-based equity awards and time-based equity awards. Named Executive Officers. For 2023, the named executive officers of the Company (referred to interchangeably as our “named executives” or our “NEOs”) whose compensation was determined under our program were:

  27. Objectives of our Compensation 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 |

  28. (Short and Long-Term): 50.3% (Short and Long-Term): 39.8%

    (Short and Long-Term): 50.3% (Short and Long-Term): 39.8% ■ Fixed - Base Salary ■ Variable - Time-based Equity ■ Variable - Performance-based Cash ■ Variable - Performance-based Equity The percentage of total performance-based compensation for our NEOs other than our CEO is lower than the percentage for the CEO because Mr. McGraw did not receive a performance-based equity award in 2023. More detailed information about the nature and amount of compensation we paid to our NEOs and payouts for performance-based compensation is provided below under the heading “2023 Compensation Decisions.”

  29. Say-on-Pay and Shareholder Engagement

    | 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 |

  30. 2023 Compensation Program Highlights

    2023 Compensation Program Highlights In late 2022 and early 2023, the compensation committee met to consider our 2023 executive compensation program. By that time, the Federal Reserve had aggressively increased the federal funds rate in an effort to combat inflation, with the federal funds rate set at a range of 4.25% to 4.50% by mid-December. As 2022 closed many analysts believed that, although some additional tightening in monetary policy was likely, the Federal Reserve was nearing the end of its aggressive rate-raising efforts. When the compensation committee met in late 2022 and early 2023 to consider the 2023 executive compensation program, it recognized that growing net interest income and lowering our efficiency ratio would be a challenge in an inflationary, rising rate environment, but the committee otherwise expected 2023 to be generally a normal operating environment for financial institutions. The March 2023 bank failures and resulting liquidity crisis were still a few months away. Accordingly, the compensation committee continued to structure our executive compensation program to focus on stable, long-term growth, alignment with shareholder interests and the retention of key talent. Managing our operational efficiency remained a strategic goal in 2023, even if the inflationary environment still prevailing in the economy was not conducive to achieving significant reductions in the efficiency ratio. In March 2023, Silicon Valley Bank and Signature Bank failed unexpectedly, and Silvergate Bank underwent an orderly liquidation. Many banks, including Renasant, responded to these events by immediately adding on-balance sheet liquidity to address customer, shareholder and banking regulators’ concerns about uninsured deposits and customer flight to the safety of “too big to fail” financial institutions. Our response, although necessary given the circumstances, had a material negative impact on Renasant’s earnings and profitability. Renasant’s compensation committee began to monitor and discuss the impact of the March 2023 bank failures and the other macroeconomic factors on the Performance Based Rewards Plan (the “PBRP”) performance metrics as early as its April 2023 meeting. The committee elected not to change any metrics or take any other immediate action, preferring to observe how the remainder of 2023 unfolded (and what other macroeconomic developments might positively or negatively affect our performance) and then assess the Company’s performance in this environment on a stand-alone basis and relative to its peers’ performance under the same conditions. The compensation committee had five meetings after March 2023 during which it discussed the performance of our senior executives and the overall performance of the Company (there were other meetings as well). At these meetings, the compensation committee received regular updates from management about the performance of the Company, as well as updates about the industry and other macroeconomic trends. In its meetings in early 2024 to discuss the Company’s performance in 2023, it was apparent that, despite management’s efforts to mitigate the negative impacts of the March 2023 bank failures and the resulting liquidity crisis, these events rendered the achievement of even the threshold levels of performance under the PBRP practically unattainable. The compensation committee further noted the extraordinary efforts of management, led by our NEOs, in not only leading the Company through the crisis, but also in maintaining the stability of the Company. As a result, the committee awarded discretionary bonuses to our NEOs, as described in more detail below in the “2023 Compensation Decisions” section. One additional aspect of our named executives’ 2023 compensation was determined in early 2023. As discussed in more detail under the “Equity Awards” heading in the “2023 Compensation Decisions” section, the compensation committee considered the impact of management’s strategy in 2021 and 2022 to strengthen our balance sheet by maintaining a top-of-peer allowance for credit losses on the outcome of the performance-based equity awards that vested on December 31, 2022. To address the impact of our shareholder-focused strategy on these awards, in March 2023 the compensation committee made one-year time-based restricted stock awards to executives who had received the affected performance-based equity awards.

  31. 2023 Compensation Decisions

    2023 Compensation Decisions This section of the CD&A describes the specific decisions the compensation committee made with respect to 2023 NEO compensation, including descriptions of salary adjustments, performance-based payouts for cash and equity awards that vested at the end of 2023 and equity awards made in 2023 that will vest or be settled in later years. As explained more fully below, the committee continued to emphasize the alignment of our named executives’ interests with those of our shareholders’ and the long-term nature of our program and its relationship to actual performance.

  32. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    Annual Performance-Based Cash Awards; Discretionary Cash Bonuses 2023 PBRP Awards Annual performance-based cash awards are made under the PBRP and are contingent on Company-wide performance at threshold, target and superior levels, expressed as a percentage of each executive’s base salary. There are no payouts under the PBRP for performance below threshold; maximum payouts are capped regardless of performance. Potential payouts (as a percentage of base salary) at threshold, target and superior levels were maintained at the same levels in 2023 from the prior year, except that Mr. Chapman’s potential payout at the target level was increased to 85% of his base salary, with corresponding changes to the potential payouts at the threshold and superior levels. Mr. Chapman’s potential payout was increased to reflect the additional responsibilities he would assume in 2023. For the remainder of our NEOs, the compensation committee determined that these levels remained sufficient to provide the opportunity to increase annual cash compensation due to our performance, rather than through base salary adjustments. The following table illustrates potential payouts expressed as a percentage of base salary.

  33. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    | 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% |

  34. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    The following table lists the performance measures the compensation committee selected for purposes of the performance-based cash award for 2023 and the committee’s rationale for selecting each measure. In the committee’s view, each of these measures may be appropriately measured over an annual period.

  35. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    | 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 |

  36. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    For 2023, all three performance metrics were absolute measures, measuring only the performance of the Company (rather than comparing our performance relative to the performance of a peer group). Consistent with past practice, the committee decided that judging our annual performance on an absolute basis, rather than relative to our compensation peer group, was appropriate. In the committee’s view, for purposes of setting a target level of performance for a one-year period, an absolute performance metric is preferable to a relative metric because there are numerous variables that can materially impact a company’s earnings, profitability or efficiency ratio in any given year. It is not possible for the compensation committee to predict, at the beginning of any year when target levels of performance are established, how these variables will impact the Company’s or any peer group member’s performance over the course of the year. For example, in a one-year period a sale of assets for a significant gain or loss (such as sales of investment securities or mortgage servicing rights), a material debt prepayment or some other infrequent or unusual transaction, either by the Company or a member of the peer group, could significantly skew, positively or negatively, the Company’s performance relative to its peers, resulting in a PBRP outcome that is not truly reflective of our named executives’ performance over the year. The specific performance levels for the EPS, efficiency ratio and ROTCE performance measures for 2023 were determined in February 2023. For each metric, the target level was set at our budgeted level for the relevant metric, which correlated to analysts’ consensus estimates at the time. As discussed in more detail above in the “Decision-Making Process for 2023” section, we use analysts’ consensus estimates in our budgeting process as a means to provide validation that the assumptions about our performance made during the budget process are substantially in line with the views of analysts who closely follow the Company and other financial institutions. Threshold and superior performance levels were set at 95% and 105%, respectively, of the target level. For each performance metric, the target level of performance was set at a level that meaningfully exceeded our actual results for the year ended December 31, 2022, as demonstrated in the following table.

  37. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    | 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% |

  38. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    ROTCE (which is sometimes referred to as “return on average tangible shareholders equity”) is a non-GAAP financial measure. Please refer to Appendix A, Non-GAAP Financial Measures, for more information about this measure as well as a reconciliation of ROTCE to its most comparable measure under GAAP. 2023 PBRP Results The table below provides the weight given to each performance measure, specific threshold, target and superior performance levels for each measure and our results for 2023 as certified by the compensation committee.

  39. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    | 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% |

  40. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    As the above table demonstrates, none of the performance outcomes under the PBRP performance measures exceeded the threshold level of performance. Accordingly, there were no payments due to our NEOs under the PBRP. Discretionary Cash Bonuses In reviewing the Company’s 2023 results under the PBRP performance measures, the compensation committee recognized that the March 2023 bank failures and the resulting liquidity challenges were extraordinary circumstances that had a meaningful impact on such results, even if the extent of such impact was difficult to quantify. The committee believed that these events dictated that it consider whether the PBRP outcomes described above accurately reflected management’s performance under these extraordinary conditions. First, the compensation committee considered several alternative approaches to determine how to properly reward NEOs for their contributions in 2023, including the following: •Not awarding any bonuses to NEOs or other senior executives with respect to 2023; •Adjusting performance outcomes under the PBRP; •Granting additional equity opportunities in 2024 in lieu of any cash payments with respect to 2023; and •Paying out bonuses for 2023 based on qualitative considerations by the committee. As noted earlier, the compensation committee monitored the impact of the March 2023 bank failures and the resulting liquidity challenges on the Company. From this monitoring the compensation committee considered the following factors in determining whether to award discretionary cash bonuses: •The Company added on-balance sheet liquidity to demonstrate to its customers, shareholders and regulators that the Company would have funds available as and when needed by customers. The costs of these funds – already elevated due to the Federal Reserve’s efforts to combat inflation by increasing the federal funds rate – rose even further in response to the competition for deposits and other sources of liquidity. •Loan yields increased over the course of 2023, but the rate of increase did not keep pace with the increases in funding costs. As a result of these factors, our quarterly net interest margin declined 45 basis points from December 31, 2022 to December 31, 2023, accompanied by a decline in net interest income each quarter of 2023. Margin compression and declining net interest income adversely impacted our earnings, profitability and efficiency ratio. •At the same time, due to higher long-term interest rates and constrained housing supply, the Company’s mortgage division operated in a very challenging environment. As a result of consecutive difficult years, mortgage banking income decreased from $109.6 million for 2021 to $35.8 million in 2022 to $32.4 million in 2023. This decline in noninterest income added additional pressure to the Company’s earnings, profitability and efficiency ratio. From this, the committee concluded that economic factors beyond management’s control significantly contributed to the Company’s inability to achieve even the threshold level of performance under the PBRP, and, therefore, it was not appropriate that the NEOs and other members of senior management receive no annual cash bonus. Accordingly, the committee decided to award the NEOs and other members of senior management discretionary cash bonuses. The compensation committee next considered the amount of such discretionary cash bonuses. In this analysis, the committee considered the following: •The committee recognized, first, that the other financial institutions in the Company’s peer group faced roughly similar economic factors as the Company. Based on this, coupled with its previous determination that 2023’s extraordinary events rendered absolute measures an inappropriate tool to measure management performance, the committee elected to review the Company’s year-over-year performance as compared to its peers’ performance. •The committee then gathered information detailing the year-over-year changes in the Company’s three PBRP performance measures – EPS, the efficiency ratio and ROTCE – for the Company and each member of the Company’s peer group. •Next, the committee decided to compare these measures on a “core” basis, meaning that the impact of infrequent or non-recurring items were eliminated for both the Company and its peers. For example, over the course of 2023 the Company repositioned its investment securities portfolio by selling an aggregate of $489.0 million of its available for sale securities, with additional sales in January 2024. While these transactions strengthened the long-term earnings potential of the Company’s balance sheet, in 2023 the Company incurred a $33.9 million after-tax aggregate loss (including impairments related to the January 2024 securities sales) from these sales, which negatively impacted the Company’s EPS and efficiency ratio for 2023 by $0.60 per share and 496 basis points, respectively. The following tables show the growth in the Company’s adjusted EPS and adjusted ROTCE from 2022 to 2023 and the change in the Company’s adjusted efficiency ratio over the same period.

  41. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    | | 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 |

  42. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    *Estimated based on analysis of information obtained from S&P Capital IQ Pro. Adjusted EPS (or “core EPS”), the adjusted efficiency ratio and adjusted ROTCE are non-GAAP financial measures. Please refer to Appendix A, Non-GAAP Financial Measures, for more information about these measures as well as a reconciliation of these measures to their most comparable measures under GAAP. After reviewing these results, the compensation committee concluded that our NEOs’ and other senior executives’ performance in response to very difficult macro-economic circumstances justified the payment of cash bonuses. The committee awarded cash bonuses equal to 75% of each executive’s target bonus amount under the PBRP for 2023, as set forth in the table below.

  43. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    | 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 | |

  44. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    Equity Awards. Equity Awards Made in 2023 In 2023, the compensation committee made time-based and performance-based restricted stock awards under the LTIP. Both types of awards are considered variable, meaning that the value of the awards is directly linked to the value of our stock. Time-based awards are also considered strategic, since they are one of the primary devices we use to promote the retention of our NEOs. Three-Year Performance-Based Awards. The compensation committee made performance-based equity awards with a three-year performance cycle beginning on January 1, 2023 and ending on December 31, 2025, except that Mr. McGraw did not receive a performance-based equity award. The amount of the awards will be determined using the following three Company-wide performance measures, all measured on a relative basis, comparing our performance to the performance of our peer group. Relative measures ensure our NEOs are rewarded only if our performance meets or exceeds the performance of our peer group, regardless of whether these measures improve on an absolute basis. •Return on average tangible common equity measured on a pre-provision net revenue (“PPNR”) basis, or ROTCE (PPNR) – ROTCE (PPNR) measures the profitable use and deployment of our capital, excluding the effect of income taxes and decisions with respect to provisioning for credit losses (or reversals of prior provisioning) on the calculation of the return. Although the compensation committee also uses ROTCE as a measure for our annual performance-based cash awards, for the annual cash award ROTCE is measured on an absolute basis over a one-year period, while for the performance-based equity awards ROTCE is calculated (1) on a pre-provision net revenue basis and (2) over a three-year performance cycle, and on a relative basis compared to our peer group. The committee determined that calculating ROTCE (PPNR) on a relative basis for the performance-based equity awards is appropriate because the volatility in ROTCE (PPNR) due to unexpected or nonrecurring items among Renasant and its peers is significantly reduced over a three-year period. The committee believes that these differences create a meaningful distinction with the ROTCE performance measure applicable to the annual cash award, and it is appropriate to incentivize both beneficial deployment of our capital on a short-term basis and to evaluate the long-term use and allocation of our capital to ensure that decisions made each year produce consistent results aligned with the creation of shareholder value over a longer period. •Return on average tangible assets measured on a PPNR basis, or ROTA (PPNR) – ROTA (PPNR) measures how effectively our executives generate profits from our tangible assets, excluding the effect of income taxes and credit loss provisioning decisions, similar to ROTCE (PPNR) above. •Total shareholder return (“TSR”) – TSR measures the financial gain that results from changes in our stock price plus dividends we have paid. The committee uses this measure because it is indicative of the absolute creation of long-term value for our shareholders. ROTCE (PPNR) and ROTA (PPNR) are non-GAAP financial measures. Please refer to Appendix A, Non-GAAP Financial Measures, for more information about these measures as well as a reconciliation of these measures to their most comparable measure under GAAP. The compensation committee believes that ROTCE (PPNR) and ROTA (PPNR) equally measure overall performance, and so it weighted these measures equally. TSR was given a lesser weight because this measure may be impacted by factors outside the control of our NEOs, such as macroeconomic factors like interest rates or market factors that are not uniformly applicable to institutions in our peer group. The table below indicates the weight given to each measure and the specific threshold, target and superior performance levels designated by the compensation committee:

  45. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    | 2023 Performance Measures - Three-Year Performance Cycle Ending December 31, 2025 | | | | | | Performance Measure | Weight | Threshold Performance | Target Performance | Superior Performance | | | | Peer Percentile | | | | ROTCE (PPNR) (non-GAAP) | 40% | 25th | 50th | 75th | | ROTA (PPNR) (non-GAAP) | 40% | 25th | 50th | 75th | | TSR | 20% | 25th | 50th | 75th |

  46. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    The table below reflects potential payouts, in shares, for threshold, target and superior performance, with no payout available for performance below the threshold level. In terms of dollar value, performance-based restricted stock awards in 2023 increased 5.0% as compared to 2022 awards of performance-based restricted stock.

  47. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    | 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 |

  48. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    Three-Year Time-Based Awards. Excluding the one-year time-based retention awards discussed below, time-based equity awards made in 2023 vest at the end of a three-year service period, with the exception of the award for Mr. McGraw that vests after one year (which the compensation committee believes creates retentive value, given Mr. McGraw’s current status as nearing retirement as an employee). In terms of value, the committee awarded restricted stock awards in 2023 with a value that the committee concluded was appropriate to address the retentive purpose of the award. The table below describes the three-year time-based awards made to our NEOs for 2023 and the applicable vesting dates, with the exception of the award for Mr. McGraw that vests after one year.

  49. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    | 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 |

  50. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    One-Year Time-Based Awards. The intent underlying Renasant’s performance-based awards is to incentivize our named executives and other senior executives to manage Renasant in a manner that creates long-term value for our shareholders, subject to compensation remaining at reasonable and competitive levels. Performance-based equity awards made in 2020 under the LTIP were subject to a three-year performance cycle that ended December 31, 2022. The performance measures applicable to the awards were ROTCE, ROTA and TSR, all measured on a relative basis (that is, as compared to our peer group). As discussed in Renasant’s proxy statement for our 2023 Annual Meeting of Shareholders, filed with the SEC on March 13, 2023, two of the performance metrics applicable to the performance-based equity awards whose three-year performance period ended December 31, 2022 – ROTCE and ROTA – fell below the threshold performance level. As a result, our NEOs earned shares equal to approximately 22.8% of the payout for performance at the target performance level (other than Mr. Mabry, who was not a recipient of the relevant performance-based equity award because he was not an employee at the time). In reviewing these results, the compensation committee considered the impact of our balance sheet management strategies over the performance period. Specifically, Renasant maintained a robust allowance for credit losses over the course of 2021 and 2022, while many of its peers had substantial allowance and reserve releases in 2021 and a relatively lower level of provisioning for credit losses in 2022. As a result, as of December 31, 2022 Renasant’s ratio of its allowance for credit losses to total loans was ranked at the 89th percentile in its peer group. Our executive management determined that maintaining Renasant’s allowance for credit losses at a high level, regardless of peer practices, was in the long-term best interests of our shareholders, protecting the Company’s earnings in the event that the banking sector experiences meaningful deterioration in credit quality. Management’s decision not to lower its allowance for credit losses in relation to the loan portfolio, however, directly and adversely impacted the Company’s ROTCE and ROTA. In the committee’s view, management placed the interests of shareholders above their own self-interests by taking actions they knew would adversely impact their own compensation. The NEOs’ decision to preserve long-term shareholder value, regardless of any potential negative impact on the outcome of their performance awards, was consistent with the committee’s intent underlying the initial awards. To address this disconnect, in March 2023 the compensation committee awarded our named executives (other than Mr. Mabry) and other senior executives who had received a performance-based award in 2020 a time-based equity award with a one-year service period. To determine the number of shares comprising this award, the compensation committee calculated ROTCE on a PPNR basis for both Renasant and the peer group. As shown in the table below, Renasant’s ROTCE performance relative to its peer group meaningfully improves when calculated on a PPNR basis, because the PPNR calculation adds income taxes and the provision for credit losses back to net revenue. (The committee also calculated our and our peers’ ROTA on a PPNR basis, but our ROTA remained below the threshold performance level even when calculated on a PPNR basis and was not used in calculating the one-year awards.)

  51. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

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

  52. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    The committee then calculated the number of shares that each NEO would have been awarded under the performance-based equity award that vested at the end of 2022 if ROTCE (PPNR) were the performance metric. The committee then awarded this number of shares as the one-year time-based award. The compensation committee viewed these awards as being consistent with its current practices with respect to three-year performance-based equity awards, in that ROTCE (PPNR) is the performance metric applicable to the performance-based equity awards made in 2023. The table below sets forth the number of shares represented by the time-based awards made to Messrs. Waycaster, McGraw, Chapman and Perry as well as the percentage that such awards represent of each executive’s (1) total equity compensation (performance- and time-based) awarded in 2023 and (2) total compensation for 2023. If these awards are added to the shares awarded upon the vesting of the equity awards whose three-year performance period ended December 31, 2022, the aggregate number of shares equals approximately 54.8% of the payout for performance at the target performance level.

  53. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    | 2023 One-Year Awards | | | | | | | Executive | Number of Shares | Award Date | Vesting Date | Percentage of 2023 Equity Compensation | Percentage of 2023 Compensation | | Mr. Waycaster | 4,800 | March 6, 2023 | March 6, 2024 | 13.14% | 6.10% | | Mr. McGraw | 3,389 | March 6, 2023 | March 6, 2024 | 10.85% | 5.04% | | Mr. Chapman | 2,448 | March 6, 2023 | March 6, 2024 | 10.22% | 4.47% | | Mr. Perry | 1,976 | March 6, 2023 | March 6, 2024 | 13.92% | 5.40% |

  54. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    The value of these awards on the grant date is set forth below in the Compensation Tables section in the Grant of Plan-Based Awards table. In early 2023, shortly after these one-year awards were made, the compensation committee, with the consent of award recipients, amended a portion of the three-year time-based awards discussed above to make the awards subject to the attainment of the same performance measures applicable to our other 2023 performance-based equity awards (other than with respect to Mr. McGraw, who did not receive a performance-based equity award). The compensation committee determined that it was appropriate to amend these awards to reflect the committee’s intent that 50% of the equity awards made in 2023 to our NEOs and other senior executives, regardless of the applicable vesting period, be subject to the achievement of performance conditions. The following table sets forth the number of shares awarded to our NEOs for 2023 that are performance-based (including the time-based awards to which performance measures were added) and the number of shares that are time-based.

  55. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    | 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 |

  56. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    2023 Vesting – Performance-Based Equity Awards. Performance-based equity awards made at the beginning of 2021 under the LTIP were subject to a three-year performance cycle that ended December 31, 2023. The performance measures applicable to the awards were ROTA, ROTCE and TSR, all measured on a relative basis (that is, as compared to our peer group). A complete description of these awards can be found in our proxy statement for our 2022 Annual Meeting of Shareholders, which was filed with the SEC on March 14, 2022. Upon completion of the three-year performance period applicable to these awards, the compensation committee reviewed the results of each performance metric. The Company’s ROTA over the performance period fell below the threshold performance level, while our ROTCE and TSR fell between the threshold and target performance levels. The compensation committee did not make any adjustments to our performance results for the three-year cycle that ended December 31, 2023. The table below provides specific information about the performance results relative to our peer group and the payouts, in shares, for each of our NEOs for the three-year performance cycle that ended December 31, 2023:

  57. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    | LTIP Payouts - Three Year Performance Cycle Ending December 31, 2023 | | | | | | | | | | | Results | | | Payouts | | | | | | Performance Measure | % of Award | 2023 results (percentile) | Award Level | Mr. Waycaster | Mr. Mabry | Mr. McGraw | Mr. Chapman | Mr. Perry | | ROTCE (non-GAAP) | 40% | 45th | 90% of Target | 6,171 | 2,874 | 4,354 | 3,146 | 2,537 | | ROTA (non-GAAP) | 40% | 23rd | 46% of Target | — | — | — | — | — | | TSR | 20% | 36th | 72% of Target | 2,689 | 1,252 | 1,897 | 1,371 | 1,106 | | Total | 100% | | | 8,860 | 4,126 | 6,251 | 4,517 | 3,643 |

  58. Annual Performance-Based Cash Awards; Discretionary Cash Bonuses

    Please refer to Appendix A, Non-GAAP Financial Measures, for more information about ROTCE and ROTA as well as a reconciliation of these measures to the most comparable measures under GAAP.

  59. Compensation Committee Practices

    | Structure of Long-Term Equity Incentive | Our long-term equity incentive has the following features that promote shareholder alignment: •Performance cycles are three years, allowing longer-term performance to be fully reflected in our compensation decisions •Relative performance measures are used, such that compensation decisions reflect performance relative to our peer group •Equity incentive performance measures differ from measures applicable to the annual cash incentive, with the goal that compensation decisions reflect a broader range of results | | | | Stock Ownership Guidelines | Stock ownership guidelines apply to our NEOs and other executive officers. As of January 1, 2024 the stock ownership of each of our NEOs exceeded the applicable guidelines. | | | | | NEO | Ownership Guidelines | Renasant Stock Owned(1) | | | Mr. Waycaster | 500% of base salary | 743% | | | Mr. Mabry | 250% of base salary | 470% | | | Mr. McGraw | 250% of base salary | 1,531% | | | Mr. Chapman | 250% of base salary | 560% | | | Mr. Perry | 250% of base salary | 389% | | | (1) We include shares directly and indirectly owned, including shares subject to time-based restrictions, shares owned by immediate family and shares owned through our 401(k) and DSU plans. We exclude pledged shares and shares subject to performance measures. | | | | Equity Retention | Our NEOs must hold Renasant stock for a period of two years following vesting or the end of a performance cycle. The requirement applies to the full number of shares that vest or are finally awarded, net of shares withheld for the payment of taxes. During this holding period, the shares cannot be sold, pledged, mortgaged or otherwise disposed of. The requirement is waived only in the event of death, disability, retirement or a change in control. | | |

  60. Compensation Committee Practices

    Independent Advice. As noted earlier, two compensation consultants assisted Renasant in connection with our 2023 executive compensation program. In mid-2023 the compensation committee elected to change its independent compensation consultant from Pearl Meyer to Meridian Compensation Partners, LLC. There were no disagreements with Pearl Meyer; rather, the committee decided that 2023 was an appropriate time to consider other consultants. After conducting a request-for-proposal process, the committee selected Meridian as its new independent compensation consultant. Accordingly, with respect to our 2023 executive compensation program, Pearl Meyer advised the committee about the composition of our peer group and when it set base salaries and established the amount of, and performance metrics for, the short- and long-term incentives in late 2022 and early 2023. Meridian advised the committee in its decision-making at the end of 2023 and early 2024 with respect to the outcomes of the annual cash incentive under the PBRP and the related discretionary cash bonus. The charter of the compensation committee requires the committee to consider whether its advisers are independent. Although the Company’s common stock is now listed on the New York Stock Exchange, the listing rules of the Nasdaq Stock Market, LLC applied while Pearl Meyer was the committee’s consultant and at the time the committee engaged Meridian. Based on the factors set forth in the Nasdaq Stock Market, LLC listing rules, the committee determined that during 2023 both Pearl Meyer and Meridian were independent. The independent compensation consultant works at the direction of the compensation committee, and the decision to discontinue the relationship with Pearl Meyer and engage Meridian was at the sole discretion of the committee. Services provided by Pearl Meyer and Meridian are described above under the “Decision-Making Process for 2023” heading and in the Board Members and Compensation section under the heading “Director Compensation.” Neither Pearl Meyer nor Meridian provided any additional services to the committee or the Company in 2023. Peer Group. The peer group used in connection with setting 2023 executive compensation consists of financial institutions that are located in the south and southeast regions and that serve communities similar in size to those in which we operate. These parameters are intended to avoid the bias toward higher compensation levels that ordinarily predominate in financial centers and larger metropolitan areas (that is, our parameters mitigate against higher total compensation). The compensation committee approved this peer group in the fall of 2022, when it began the process of determining 2023 compensation levels. The 22 institutions included in the group had the following characteristics:

  61. Compensation Committee Practices

    For 2023, Pearl Meyer recommended that, to create a compensation peer group with median assets similar to ours, we remove Old National Bancorp, as due to a merger its assets exceeded the recommended asset range. Pearl Meyer also recommended that four new peers be added, since their asset size and other factors fell with the recommended range: Enterprise Financial Services Corp., First Bancorp, First Financial Bancorp. and Hancock Whitney Corporation The compensation committee concurred with these recommendations. The financial institutions in our compensation peer group for 2023 were:

  62. Compensation Committee Practices

    Benchmarking. Benchmarking refers to the practice of setting total compensation or one or more components of compensation with reference to the compensation practices of other financial institutions. The compensation committee believes benchmarking is not appropriate, whether with respect to total compensation or any element of compensation. Instead, the committee evaluates practices across our peer group, believing that our executives should be generally paid total compensation that is at or near the median of this group when performance is measured at target levels. The committee believes that this level is sufficient to act as a retention device, while ensuring that compensation levels do not become excessive. Employment Agreements. We have entered into employment agreements with our NEOs. The agreements are primarily intended to promote retention, impose standard restrictive covenants that protect our proprietary information and business and provide compensation opportunities that are relatively consistent for each of our NEOs. More information about the terms of these employment agreements can be found below in the Compensation Tables section under the heading “Payments and Rights on Termination or Change in Control.” Tax Considerations. Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), we cannot deduct compensation paid to our NEOs that is in excess of $1 million, regardless of the form of the compensation. Because the compensation committee believes that our executive compensation program should be structured to broadly advance the Company’s objectives, the Section 162(m) limit (and the potential loss of a tax deduction) is only one of the factors that the committee considers when it makes determinations. Benefits and Perquisites. Our executive compensation program focuses on the delivery of appropriate levels of direct compensation, with the view that our NEOs should be provided with basic perquisites and benefits and the opportunity to voluntarily save for retirement and other financial needs on a tax-deferred basis. Consistent with this focus, during 2023 our NEOs had access to the following benefits and perquisites: •Insurance-type group benefits that are generally available to all employees of the Company, including health and dental coverage and life and disability benefits. Our NEOs are also provided additional life and disability insurance coverage through group policies. •A broad-based 401(k) plan, including a Company matching contribution. Consistent with our efforts to contain expenses, our NEOs and other senior executive officers do not receive a profit-sharing contribution to their 401(k) plan accounts. •Two voluntary deferral plans, our DSU Plan and our Deferred Income Plan. With the exception of a contribution for the benefit of Mr. McGraw, we do not contribute to these arrangements. •Dues for memberships in professional and civic organizations, country club dues and car allowances. More information about our benefit plans, including legacy arrangements under which benefits no longer accrue, can be found below in the Compensation Tables section under the headings “Pension Benefits” and “Non-Qualified Deferred Compensation”; information about the types and value of the perquisites provided to our NEOs can be found in the 2023 Summary Compensation Table in the “All Other Compensation” column.

  63. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  64. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | Changes in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | A | B | C | D | E | F | G | H | I | | C. Mitchell Waycaster Principal Executive Officer | 2023 | $765,000 | $602,438 | $1,304,934 | $— | $14,356 | $122,016 | $2,808,744 | | | 2022 | 717,500 | — | 1,186,635 | 1,506,750 | — | 116,505 | 3,527,390 | | | 2021 | 717,500 | — | 1,113,326 | 1,235,535 | 756 | 123,646 | 3,190,763 | | James C. Mabry IV Principal Financial Officer | 2023 | $560,000 | $315,000 | $522,576 | $— | $— | $87,609 | $1,485,185 | | | 2022 | 525,000 | — | 534,229 | 787,500 | — | 79,800 | 1,926,529 | | | 2021 | 525,000 | — | 518,470 | 645,750 | — | 70,229 | 1,759,449 | | E. Robinson McGraw Executive Chairman | 2023 | $600,000 | $382,500 | $1,115,348 | $— | $201,591 | $100,897 | 2,400,336 | | | 2022 | 563,750 | — | 1,016,375 | 958,375 | — | 104,323 | 2,642,823 | | | 2021 | 563,750 | — | 960,452 | 785,868 | 102,347 | 118,306 | 2,530,723 | | Kevin D. Chapman President and Chief Operating Officer | 2023 | $620,000 | $401,625 | $855,947 | $— | $— | $80,319 | $1,957,891 | | | 2022 | 563,750 | — | 610,979 | 845,625 | — | 75,156 | 2,095,510 | | | 2021 | 563,750 | — | 567,642 | 693,413 | — | 91,287 | 1,916,092 | | Curtis J. Perry Executive Vice President | 2023 | $490,000 | $238,875 | $507,151 | $— | $— | $71,744 | 1,307,770 | | | 2022 | 461,250 | — | 472,360 | 599,625 | 183 | 55,581 | 1,588,999 | | | 2021 | 461,250 | — | 538,843 | 491,272 | 3,506 | 69,744 | 1,564,615 |

  65. 2023 Summary Compensation Table

    General. The 2023 Summary Compensation Table above includes information about the compensation earned by our principal executive officer, our principal financial officer and the three other most highly compensated executive officers of the Company in 2023 for services that they rendered during the fiscal years ending December 31, 2023, 2022 and 2021. The compensation included in the table represents both cash payments and the value of other forms of compensation, as follows: •Column C, Salary – Amounts included in this column represent base salary earned by our named executives, some of which may have been voluntarily deferred under our 401(k) plan or our non-qualified deferred compensation plans, the Deferred Income Plan and the DSU Plan. Please refer to the tables under the “Non-Qualified Deferred Compensation” heading below for information about our named executives’ deferral of 2023 salary into our Deferred Income Plan and DSU Plan. •Column D, Bonus – Amounts in this column report cash bonuses paid on a discretionary or contractual basis. Some of these amounts may have been voluntarily deferred under our 401(k) plan, Deferred Income Plan or DSU Plan. The Compensation Discussion and Analysis section describes our compensation committee’s rationale for the payment of discretionary bonuses with respect to 2023 as well as the committee’s considerations in determining the amount of such bonuses; discretionary bonuses were not a component of our executive compensation program during 2022 or 2021. •Column E, Stock Awards – Amounts in this column represent the value of non-cash compensation granted or awarded under our LTIP, which may be performance-based or time-based. Performance-based awards may or may not be earned by an executive, depending upon the achievement of performance measures; time-based awards are earned contingent on the completion of the designated service period. Options are not a component of our compensation program. •Column F, Non-Equity Incentive Plan Compensation – Amounts in this column represent cash bonuses earned under our PBRP based on the achievement of performance measures. Some of these amounts may have been voluntarily deferred under our 401(k) plan, Deferred Income Plan or DSU Plan. •Column G, Changes in Pension Value and Non-qualified Deferred Compensation Earnings – Amounts in this column represent changes in the actuarial present value of benefits accrued under our tax-qualified pension plan and any above-market earnings credited under our Deferred Income Plan (decreases in the actuarial present value of pension benefits are excluded from this column as required by SEC rules). Refer to the information below under the heading “Changes in Pension Value and Non-qualified Deferred Compensation Earnings” for details on the specific amounts covered by this column. •Column H, All Other Compensation – Amounts in this column represent the value of other compensation we pay or provide to our named executives, such as car allowances, insurance premiums, membership dues, and dividends on restricted stock awards. Cash Bonuses. The amounts reported in Column D, labeled “Bonus” and Column F, labeled “Non-Equity Incentive Plan Compensation,” reflect the discretionary cash bonuses paid in 2023 and annual cash bonuses earned and paid under the PBRP for 2022 and 2021, respectively. All cash bonuses paid under the PBRP were subject to the attainment of performance measures. More information about why annual cash bonuses are paid, the relationship of annual cash bonuses to other compensation components, the specific performance measures designated by the compensation committee, potential amounts payable for threshold, target and superior performance, and the compensation committee’s rationale for the payment of discretionary cash bonuses for 2023 and its considerations in determining of the amount thereof can be found above in the CD&A, under the heading “2023 Compensation Decisions,” in the paragraph labeled “Annual Performance-Based Cash Awards; Discretionary Cash Bonuses.” Restricted Stock Awards. Amounts reported in Column E, labeled “Stock Awards,” represent the value of restricted stock awarded under our LTIP, consisting of performance- and time-based awards. The dollar amounts reflect the aggregate fair value of the awards, determined as of the date of award, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation – Stock Compensation,” referred to as “ASC 718.” Dividends accrue and are paid on restricted stock awards at the same rate as dividends on outstanding shares that are not restricted stock awards. Dividends are not included in our fair value determination. For performance-based awards, amounts included in Column E reflect the target award, which we consider the probable outcome of the performance conditions determined as of the date of award, consistent with our estimate of the aggregate compensation cost to be recognized over the applicable service period as of the award date under ASC 718. As permitted under the guidance in ASC 718, the Company has elected to account for forfeitures in compensation cost when they occur. The fair value of the 2023 performance-based awards on the award date, assuming that superior performance was achieved, rather than target performance as reported in the table, was $964,337, $391,932, $634,634 and $374,450 for Messrs. Waycaster, Mabry, Chapman and Perry, respectively (Mr. McGraw did not receive a performance-based award in 2023). Please refer to Note 12, “Employee Benefit and Deferred Compensation Plans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions we used to determine the fair value of our restricted stock awards. The number of target shares that corresponds to the value of our performance-based restricted stock awards included in Column E above is also listed in the Grants of Plan-Based Awards table below. Further information about why equity incentive awards are made, the relationship of these awards to other compensation components, the differences between performance- and time-based awards and among performance-based awards, the specific performance measures designated by the compensation committee and the performance cycle, and potential shares receivable for threshold, target and superior performance can be found above in the CD&A, under the heading “2023 Compensation Decisions,” in the paragraph labeled “Equity Awards.” The Vested Restricted Stock table below sets forth the actual number of shares of restricted stock that vested during 2023. Changes in Pension Value and Non-Qualified Deferred Compensation Earnings. Amounts reported in Column G, labeled “Changes in Pension Value and Non-Qualified Deferred Compensation Earnings,” reflect above-market earnings on deferrals credited to our Deferred Income Plan and, for Messrs. Waycaster and McGraw, the year-over-year change in the actuarial present value of accumulated benefits under our pension plan, to the extent such present value increased in the year. Earnings are considered “above-market” only if the credited interest rate exceeded 120% of the applicable federal long-term rate, with compounding, as prescribed by the Internal Revenue Service. For 2023, the aggregate amounts of above-market earnings and changes in pension plan benefits were as follows:

  66. 2023 Summary Compensation Table

    | Name | Above-market Earnings | Pension Plan Change | Total | | Mr. Waycaster | $1,202 | $13,154 | $14,356 | | Mr. McGraw | 15,988 | 185,603 | 201,591 |

  67. 2023 Summary Compensation Table

    All Other Compensation. In addition to the amounts described above, we provide or pay certain additional amounts for the benefit of our named executives, the value of which is included in Column H, labeled “All Other Compensation.” These amounts include contributions to our 401(k) plan, group term life insurance premiums, dividends on restricted stock awards, automobile allowances, dues for memberships in professional and civic organizations and country club dues. Mr. McGraw, our executive chairman, also receives a contribution to our Deferred Income Plan and a tax gross-up for the value of his automobile allowance, both of which are contractual payments. All of our NEOs receive a tax gross up for disability insurance premiums. Below is specific information about the other compensation paid to each of our named executives:

  68. 2023 Summary Compensation Table

    | Components of “All Other Compensation” for 2023 | | | | | | | | | | Name | 401(k) Plan Contributions | Long-term Care and Life Insurance Premiums | Restricted Stock Dividends | Automobile Allowance | Professional and Civic Organization/Country Club Dues | Deferred Income Contribution | Gross Up | Total | | Mr. Waycaster | $13,200 | $2,206 | $90,131 | $12,000 | $4,440 | $— | $39 | $122,016 | | Mr. Mabry | 13,200 | 1,231 | 50,628 | 12,000 | 10,500 | — | 50 | 87,609 | | Mr. McGraw | 13,200 | 407 | 44,595 | 15,600 | 7,769 | 5,458 | 13,868 | 100,897 | | Mr. Chapman | 13,200 | 1,282 | 49,377 | 12,000 | 4,440 | — | 20 | 80,319 | | Mr. Perry | 13,200 | 1,231 | 38,025 | 12,000 | 7,139 | — | 149 | 71,744 |

  69. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information on performance-based incentive awards and time-based equity awards made to our named executive officers for 2023.

  70. Grants of Plan-Based Awards

    | 2023 Plan-Based Awards | | | | | | | | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan (PBRP) | | | Estimated Possible Payouts Under Equity Incentive Plan (LTIP) | | | | | Name | Grant Date | Date of Compensation Committee Action | Threshold ($) | Target ($) | Superior ($) | Threshold (#) | Target (#) | Superior (#) | Grant Date Fair Value of Stock Awards ($) | | A | B | C | D | E | F | G | H | I | J | | Mr. Waycaster | 1/1/2023 | 12/14/2022 | 401,625 | 803,250 | 1,606,500 | | 13,051(1) | | 490,587 | | | 1/1/2023 | 12/14/2022 | | | | 10,301 | 15,451(2) | 23,177 | 580,803 | | | 3/6/2023 | 1/13/2023 | | | | | 4,800(3) | | 171,456 | | | 5/22/2023 | 4/12/2023 | | | | 1,600 | 2,400(2) | 3,600 | 62,088 | | Mr. Mabry | 1/1/2023 | 12/14/2022 | 210,000 | 420,000 | 840,000 | | 6,951(1) | | 261,288 | | | 1/1/2023 | 12/14/2022 | | | | 4,634 | 6,951(2) | 10,427 | 261,288 | | Mr. McGraw | 1/1/2023 | 12/14/2022 | 255,000 | 510,000 | 1,020,000 | | 26,451(1) | | 994,293 | | | 3/6/2023 | 1/13/2023 | | | | | 3,389(3) | | 121,055 | | Mr. Chapman | 1/1/2023 | 12/14/2022 | 267,750 | 535,500 | 1,071,000 | | 9,189(1) | | 345,415 | | | 1/1/2023 | 12/14/2022 | | | | 6,942 | 10,413(2) | 15,620 | 391,425 | | | 3/6/2023 | 1/13/2023 | | | | | 2,448(3) | | 87,443 | | | 5/22/2023 | 4/12/2023 | | | | 816 | 1,224(2) | 1,836 | 31,665 | | Mr. Perry | 1/1/2023 | 12/14/2022 | 159,250 | 318,000 | 637,000 | | 4,973(1) | | 186,935 | | | 1/1/2023 | 12/14/2022 | | | | 3,974 | 5,961(2) | 8,942 | 224,074 | | | 3/6/2023 | 1/13/2023 | | | | | 1,976(3) | | 70,583 | | | 5/22/2023 | 4/12/2023 | | | | 659 | 988(2) | 1,482 | 25,560 |

  71. Grants of Plan-Based Awards

    (1)Represents shares subject to time-based vesting awarded under the LTIP. Mr. McGraw’s award is subject to a one-year service vesting period, while the remaining time-based awards are subject to a three-year service vesting period. (2)Represents shares subject to performance measures and a three-year performance cycle (more fully described in the CD&A above) awarded under the LTIP. (3)Represents shares subject to time-based vesting awarded under the LTIP that vested on March 6, 2024. We maintain two performance-based incentive plans: the PBRP, which is our annual cash bonus plan, and the LTIP. For payments and awards under the PBRP and LTIP that are intended to be performance-based, our compensation committee sets targeted payout levels, reflecting the attainment of threshold, target and superior performance levels. In the table above, Columns D, E and F represent potential cash payouts at each level under the PBRP on the first day of our fiscal year (the first day of the performance cycle); Columns G, H, and I represent potential payouts under the LTIP at each level expressed in the form of shares of our common stock; Column J reflects the award date fair value at the target level, which we consider the probable outcome of the performance conditions, determined in accordance with ASC 718. More information about the performance measures and the factors the compensation committee uses to set threshold, target and superior performance levels, the reasons for the one-year time-based award and the amendment to a portion of the three-year time-based awards to make the amended awards subject to performance measures is included in the CD&A.

  72. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023

  73. Outstanding Equity Awards as of December 31, 2023

    | Outstanding Equity Awards | | | | | | | | Name | Number of Shares that have not Vested (#) | Service Period Ends | Market Value of Shares that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares that have not Vested (#) | Performance Cycle Ends | Equity Incentive Plan Awards: Market Value of Unearned Shares that have not Vested ($) | | A | B | | C | D | | E | | Mr. Waycaster | 16,528 | 1/1/2024 | 556,663 | 14,991 | 12/31/2024 | 504,897 | | | 4,800 | 3/6/2024 | 161,664 | 15,451 | 12/31/2025 | 520,390 | | | 14,991 | 1/1/2025 | 504,897 | 2,400 | 12/31/2025 | 80,832 | | | 13,051 | 1/1/2026 | 439,558 | | | | | Mr. Mabry | 7,697 | 1/1/2024 | 259,235 | 6,977 | 12/31/2024 | 234,985 | | | 6,977 | 1/1/2025 | 234,985 | 6,951 | 12/31/2025 | 234,110 | | | 12,915 | 8/1/2025 | 434,977 | | | | | | 6,951 | 1/1/2026 | 234,110 | | | | | Mr. McGraw | 26,451 | 1/1/2024 | 890,870 | | | | | | 3,389 | 3/6/2024 | 114,142 | | | | | Mr. Chapman | 8,427 | 1/1/2024 | 283,821 | 7,650 | 12/31/2024 | 257,652 | | | 2,448 | 3/6/2024 | 82,449 | 10,413 | 12/31/2025 | 350,710 | | | 7,650 | 1/1/2025 | 257,652 | 1,224 | 12/31/2025 | 41,224 | | | 9,189 | 1/1/2026 | 309,486 | | | | | Mr. Perry | 6,795 | 1/1/2024 | 228,856 | 6,169 | 12/31/2024 | 207,772 | | | 1,976 | 3/6/2024 | 66,552 | 5,961 | 12/31/2025 | 200,766 | | | 1,875 | 3/10/2024 | 63,150 | 988 | 12/31/2025 | 33,276 | | | 6,169 | 1/1/2025 | 207,772 | | | | | | 4,973 | 1/1/2026 | 167,491 | | | |

  74. Outstanding Equity Awards as of December 31, 2023

    Stock Awards. Columns B and C reflect three-year time-based awards, except the one-year time-based awards to Messrs. Waycaster, McGraw, Chapman and Perry that vested on March 6, 2024, a one-year time-based award to Mr. McGraw, and a five-year time-based award to Mr. Mabry. The value of these awards is based on the per share market value of our common stock on December 31, 2023, which was $33.68 per share. Columns D and E in the table above include information about our performance-based awards with performance cycles ending on or after December 31, 2023. The value of our performance-based awards was determined using the per share market value of our common stock on December 31, 2023, $33.68 per share, and the number of shares equal to a target award. More information about our time- and performance-based restricted stock awards, including their respective vesting dates and performance cycles, can be found in the CD&A above under the heading “2023 Compensation Decisions” in the paragraph labeled “Equity Awards.” Unexercised Options. Our named executives did not own any stock options as of the end of 2023.

  75. Pension Benefits

    Pension Benefits

  76. Pension Benefits

    | Pension Benefits For 2023 | | | | | | Name | Type of Plan | Years of Credited Service | Present Value of Accumulated Benefit | Payments Made in 2023 | | A | B | C | D | E | | Mr. Waycaster | Defined Benefit Pension Plan | 18 | $276,550 | $— | | Mr. McGraw | Defined Benefit Pension Plan | 23 | 1,674,455 | — |

  77. Pension Benefits

    The Bank maintains the Renasant Bank Amended and Restated Pension Plan, a tax-qualified defined benefit pension plan under which no participants have been added, no additional benefits have been earned and no additional service has been credited since December 31, 1996. Of our named executives, only Mr. Waycaster and Mr. McGraw participated in and have accrued benefits under the pension plan. Years of credited service in Column C in the table above reflect service determined as of December 31, 1996; the accumulated benefits in Column D in the table above reflect the present value, at December 31, 2023, of benefits earned as of December 31, 1996. Mr. Waycaster’s and Mr. McGraw’s benefits have fully vested, and they have satisfied the age and service conditions necessary for retirement. Information about the valuation methods and assumptions we used to determine the accumulated benefits included under the pension plan reflected in Column D in the table above may be found in Note 12, “Employee Benefit and Deferred Compensation Plans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2023.

  78. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  79. Non-Qualified Deferred Compensation

    | Deferred Income Plan | | | | | | | Name | 2023 Contributions by Executive | 2023 Contributions by Company | Aggregate Earnings | Aggregate Distributions | Balance as of Dec. 31, 2023 | | A | B | C | D | E | F | | Mr. Waycaster | $2,400 | $— | $6,154 | $— | $109,326 | | Mr. McGraw | 10,400 | 5,458 | 64,432 | — | 1,069,974 | | Mr. Perry | 159,131 | — | 9,526 | — | 525,313 |

  80. Non-Qualified Deferred Compensation

    The table above includes information about the participation of our named executives in our Deferred Income Plan, which is a voluntary non-qualified deferral plan under which only Messrs. Waycaster, McGraw and Perry made deferrals during 2023. Column B in the table above includes the voluntary deferrals made by each participating executive; these amounts are also included in the “Salary” column of the 2023 Summary Compensation Table. As required under Mr. McGraw’s employment agreement, we made a contribution to his account, reflected in Column C in the table above, the value of which is also reported in the “All Other Compensation” column of the 2023 Summary Compensation Table. Column D in the table above includes the earnings on plan balances. Earnings in 2023 for Messrs. Waycaster and McGraw included “above-market earnings” in the amount of $1,202 and $15,988, respectively. Above-market earnings are also included in the “Changes in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the 2023 Summary Compensation Table. Column F in the table above is each executive’s balance in the Deferred Income Plan as of December 31, 2023, which is comprised of aggregate deferrals and aggregate earnings over the period of participation, and for Mr. McGraw, our annual contributions to his account, all of which has been reported in the summary compensation tables for 2023 and prior years. A more complete description of our Deferred Income Plan is above in the Board Members and Compensation section under the heading “Director Compensation.”

  81. Non-Qualified Deferred Compensation

    | Deferred Stock Unit Plan | | | | | | | Name | 2023 Contributions by Executive | 2023 Contributions by Company | Aggregate Earnings | Aggregate Distributions | Balance as of Dec. 31, 2023 | | A | B | C | D | E | F | | Mr. Waycaster | $— | $— | $121 | $— | $2,930 | | Mr. McGraw | 7,800 | — | 8,004 | — | 236,112 | | Mr. Perry | — | — | 1,166 | — | 48,383 |

  82. Non-Qualified Deferred Compensation

    The table above includes information about the participation of our named executives in our DSU Plan, which is a voluntary non-qualified deferral plan under which only Mr. McGraw made deferrals during 2023. Amounts deferred under the DSU Plan are invested in units, each representing a share of our common stock. Dividend equivalents are credited as and when cash dividends are paid by us and then notionally reinvested in additional units. Column B in the table above includes voluntary deferrals made by Mr. McGraw during 2023; this amount is also included in either the “Salary” column or the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table. Column D in the table above includes the value of dividend equivalents credited during 2023. Column F in the table above is each participating named executive’s plan balance as of December 31, 2023, which represents the balance of accumulated deferrals and any dividend equivalents not yet notionally reinvested in units, all of which has been reported as compensation in the summary compensation tables for 2023 and prior years. A more complete description of our DSU Plan is above in the Board Members and Compensation section under the heading “Director Compensation.”

  83. Payments and Rights on Termination or Change in Control

    Payments and Rights on Termination or Change in Control General. Our named executives may receive compensation in the event of termination of employment. The compensation is payable under the terms of the employment agreements we have entered into with each of our named executives and under individual awards made under our PBRP and LTIP. The amount, nature and availability of compensation generally depends upon the circumstances of termination, which may include: •Termination by the Company for cause; •Retirement or other voluntary termination; •Death or disability; •Termination by the Company without cause or a named executive’s constructive termination; •Termination in connection with a change in control; or •The expiration of an employment agreement. More information about the compensation our named executives may receive in each of these circumstances is summarized below. The amount of compensation included in the tables below is based on the stated assumptions; it is important to note that the actual compensation received by an executive will be contingent upon a number of factors that are presently indeterminable, such as the date of termination, the circumstances giving rise to termination, base salary at the time of termination, the performance of the Company in the year of termination, the specific terms of any employment agreement in effect at the time of termination and the specific terms of any individual grant or award made under our PBRP or LTIP. The descriptions below are based on our agreements in effect as of December 31, 2023, which may be different at the time of an executive’s termination. Employment Agreements. The Company entered into an employment agreement with Mr. McGraw, effective as of January 1, 2008, which agreement has been amended a number of times in the last five years to reflect our succession plan as well as to reflect the board’s desire for Mr. McGraw to continue his service as Executive Chairman and as a director without an arbitrary retirement date. These amendments reduced his base salary, which resulted in corresponding reductions in certain benefits and other amounts, but also established a minimum amount of compensation payable to Mr. McGraw (subject to any reduction that is uniformly applicable to all officers). The 2023 amendment also extended the term of Mr. McGraw’s agreement, which now expires May 1, 2026, made the agreement subject to automatic renewal unless either party elects to terminate the agreement and adjusted his participation in the PBRP and LTIP as he continues to transition toward retirement as an employee of the Company. Effective as of January 1, 2016, the Company entered into substantially identical employment agreements with Messrs. Waycaster and Chapman, which were amended, effective January 1, 2018, to increase the amount payable in the event of a change in control or other qualifying separation. In connection with their respective hiring, we entered into an employment agreement with Mr. Perry, effective as of May 3, 2019, and an employment agreement with Mr. Mabry, effective as of August 1, 2020. More information about these agreements is provided below. Unconditional Payments. Regardless of the circumstances of his termination, each of our named executives will receive certain unconditional payments, including earned base salary and vested account balances maintained in our 401(k) plan and pension plan and non-qualified deferred compensation plans, as applicable. More information about these plans may be found in the CD&A and in the descriptions following the 2023 Summary Compensation Table. We have not otherwise described or quantified these amounts below. Restrictive Covenants. As consideration for the payments that are described below, each of our named executives has agreed to certain restrictive covenants limiting their activities after separation from employment, generally as follows: •Each executive may not solicit our customers and depositors or our employees for two years following his separation for any reason. •Each executive is subject to a non-competition restriction that begins at the time of his separation. The duration of the restriction is two years for Mr. McGraw. The duration of the restriction for our other NEOs is two years for separation following a change in control and one year following other types of separation. •Each executive must protect our confidential information and trade secrets indefinitely. Termination by the Company for Cause. Under the employment agreements with our named executives, no benefits or payments vest or become payable if we terminate the executive for cause, except for the unconditional payments described above or as may be required by law. Certain vested benefits may be forfeited in the event of our termination of employment for cause. Generally, “cause” includes an executive’s (1) commission of willful misconduct materially injurious to us, including the improper disclosure of our confidential information, (2) indictment for a felony or a crime involving moral turpitude, (3) willful failure to perform the duties of his position with us, (4) breach of an applicable code of conduct, code of ethics or similar rules adopted by us, (5) a material violation of applicable securities laws, including the Sarbanes-Oxley Act of 2002, or (6) the willful breach of his employment agreement that is not cured after notice. Retirement or Other Voluntary Termination. A named executive is considered “retired” when either (1) he voluntarily separates from employment without cause on or after age 55 and after completing at least ten years of service with Renasant or (2) he voluntarily separates from service without cause on or after the attainment of age 65. As of December 31, 2023, Mr. Waycaster and Mr. McGraw have attained age 55 and completed ten years of service and can retire. Except as provided below and the unconditional payments described above, we do not provide our executives with any specific retirement payments or benefits: •For eligible employees employed by the Company as of December 31, 2004, including their eligible dependents, we provide access to retiree medical benefits until age 65, and we pay a portion of the premium; only Mr. Waycaster’s spouse is covered under the plan. If Mr. Waycaster had retired as of December 31, 2023, he would have received a contribution toward retiree coverage of approximately $15,099, representing contributions for his spouse. •With respect to incentive awards, when a named executive retires he will receive his annual cash bonus under the PBRP, to the extent that applicable performance measures are achieved, prorated to reflect service prior to retirement and any bonus for a prior fiscal year that has not been paid, and his performance-based restricted stock awards will be settled at the end of the applicable performance cycles, to the extent that applicable performance measures are achieved, prorated to reflect service before retirement. •Time-based restricted stock awards will be prorated based on actual service prior to retirement and vest. If a named executive voluntarily terminates his employment before retirement, he receives no specific payments or benefits, other than the unconditional payments described above and any benefits that may be required by law. Death or Disability. If a named executive dies or becomes disabled while employed by us, he will receive the unconditional payments described above and one or more of the following: •For all of our officers, including our named executives, we provide life insurance in an amount equal to 250% of each officer’s base salary, subject to medical underwriting.

  84. Payments and Rights on Termination or Change in Control

    •Each of our named executives other than Mr. McGraw will receive a cash bonus under the PBRP, to the extent that performance measures are achieved during the applicable performance cycle in which his death or disability occurs, prorated to reflect the period of service, and any bonus for a prior fiscal year that has not been paid. Under his amended employment agreement, Mr. McGraw will not be eligible to receive a cash bonus under the PBRP after 2024; for 2024, Mr. McGraw will receive the amount of his target bonus, prorated as if his period of service ended on May 1, 2024 or, if earlier, the date of his death or disability. •For our named executives other than Mr. McGraw, each executive’s performance-based restricted stock awards will vest at the end of the applicable performance cycle to the extent that the performance measures are achieved, prorated to reflect the period of service during the applicable cycle. Mr. McGraw no longer receives performance-based restricted stock awards. •Each executive’s time-based restricted stock award will be prorated for service rendered before his death or disability and vest, except that under his amended employment agreement Mr. McGraw’s 2024 time-based restricted stock award will vest as if his period of service ended May 1, 2024 if his death or disability occurs after that date. •Because they deferred income under grandfathered deferral plans, Messrs. Waycaster and McGraw will receive a preretirement death benefit from the Deferred Income Plan in the event either should die while employed by us. Involuntary Termination Without Cause or Constructive Termination. Under our employment agreements with our named executives, other than Mr. McGraw, if a named executive is involuntarily terminated by us without cause or in the event of a constructive termination, he will receive the unconditional payments described above and: •A cash payment equal to his annualized base salary for the remainder of the current term of the agreement, but not less than 12 months; •His target bonus prorated to reflect service during the performance cycle and any bonus for a prior fiscal year that has not been paid; •His performance-based restricted stock awards, which will be determined at the end of the applicable performance cycle based on actual performance, prorated to reflect service during the applicable cycle; •His time-based restricted stock awards, which will be prorated to reflect service prior to his termination and vest; and •Premiums for the continuation coverage available to him and his eligible dependents under Section 4980B of the Internal Revenue Code, commonly referred to as “COBRA,” up to a maximum period of 18 months. Under our amended employment agreement with Mr. McGraw, if he is involuntarily terminated by us without cause or in the event of his constructive termination, he will receive the unconditional payments described above and (assuming he has no outstanding performance-based awards): •A cash payment equal to two times his annualized base salary and the amount of his target bonus; •With respect to his time-based restricted stock that vests on January 1, 2025, the award will be prorated to reflect his service prior to the earlier of his termination or May 1, 2024, and vest; for other time-based restricted stock awards, the award will be prorated to reflect service prior to his termination and vest; •COBRA continuation coverage premiums for the period of continuation coverage available to him and his eligible dependents; and •Any bonus for a prior fiscal year that has not been paid. The employment agreement for each of our named executives includes substantially the same definition of the events that constitute “constructive termination”: (1) a material reduction in the executive’s base salary or his authority, duties or responsibilities, (2) our material breach of the terms of the employment agreement, (3) an attempt to require the executive to engage in an illegal act (or to illegally fail to act) or (4) the relocation of the executive more than 30 miles from where he currently works (Mr. Mabry’s agreement refers to a “material” change in location). Upon the occurrence of an event constituting a constructive termination, the executive must promptly provide notice to us, and we are entitled to a reasonable opportunity to “cure” the constructive termination event. If we fail to reasonably cure the event, the executive must promptly separate from employment thereafter. Change in Control. All change in control payments under our employment agreements are contingent on a “double trigger,” which requires both the consummation of a change in control and a subsequent termination of employment during the 24-month period following the change in control. The termination of employment must be by us without cause or a constructive termination initiated by the executive. The term “change in control” generally refers to (1) the acquisition by an unrelated person of not less than 50% of our common stock, (2) the sale of all or substantially all of our assets, (3) a merger in which we are not the surviving entity or (4) a change in a majority of the members of our board of directors that occurs within a specified period. Our employment agreements provide for the following cash payments in the event of a change in control:

  85. Payments and Rights on Termination or Change in Control

    | | Messrs. Waycaster and McGraw | Messrs. Mabry and Chapman | Mr. Perry | | Cash Payment | 2.99 X the sum of (1) base salary and (2) average bonus paid during the two years preceding change in control | 2.5 X the sum of (1) base salary and (2) average bonus paid during the two years preceding change in control | 2.0 X the sum of (1) base salary and (2) average bonus paid during the two years preceding change in control | | COBRA continuation coverage premiums | Maximum of 18 months for each executive and his eligible dependents | | | | Tax Gross Up | No tax gross ups are available | | |

  86. Payments and Rights on Termination or Change in Control

    Excess compensation payable on account of a change in control may constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code, referred to as “Section 280G.” Parachute payments subject the recipient to a 20% excise tax and cause the loss of our federal income tax deduction. Our named executives are all subject to cutback provisions that reduce any compensation due on account of a change in control to the extent necessary to avoid the imposition of the excise tax and the loss of our deduction. In addition to the cash payments described above, our LTIP provides with respect to restricted stock awards that (1) performance measures will be deemed satisfied at the target level and (2) all awards will vest as scheduled, with accelerated vesting applicable only in the event of involuntary termination without cause or a constructive termination, either occurring within the 24-month period following a change in control. Expiration of Employment Agreement. The employment agreements with each of our named executives will expire when either party gives timely notice to the other that the agreement will not be renewed. As described below, agreements with our named executives may provide for the payment of compensation in the event of expiration. •For Messrs. Mabry and Perry, if we provide notice of non-renewal before the fifth anniversary of the effective date of his employment agreement (August 1, 2025 and May 3, 2024, respectively) and his employment then ceases, he will receive the compensation and benefits due in the event of a constructive termination, as described above. If we provide notice of non-renewal after the fifth anniversary, or if either of Messrs. Mabry or Perry provides notice of non-renewal at any time, no additional amount is due under the agreement. •If Mr. McGraw’s employment agreement expires and his employment ceases, he will receive his target bonus for the year of expiration (if any), and his restricted stock awards will be settled as if he had retired (as described above). •As to each of Messrs. Waycaster and Chapman, no additional amount is due upon the expiration of the agreement, regardless of whether we or the executive provides notice of non-renewal. Potential Payments at Termination or Change in Control. The following tables set forth the value of post-employment payments that are not generally available to all employees or to all officers, determined as of December 31, 2023. The tables also include amounts payable under our employment agreements and our LTIP awards for death, disability or retirement, termination without cause/constructive termination, termination in connection with a change in control and payments due on the expiration of an agreement. The tables do not include the value of any unconditional payments, including account balances in our non-qualified deferred compensation plans and 401(k) plan and benefits earned under our pension plan (as to Messrs. McGraw and Waycaster). Unless otherwise noted, amounts included in the tables below are based on the following: •For payouts under the PBRP, we have not included any amount, since there was no actual payout under the PBRP with respect to 2023. We have not included the amount of the cash bonuses paid for 2023, due to their discretionary nature. •For three-year time-based restricted stock awards and Mr. Mabry’s five-year time-based restricted stock award, we have included the value of a prorated award, except in the event of a change in control. In the event of a change in control, we have assumed that the double trigger was satisfied as of December 31, 2023, and we have included the full value of the awards. For Mr. McGraw’s one-year time-based restricted stock award, we have included the full value of the award, regardless of the reason for payout. •For our performance-based restricted stock awards, we have assumed a payout at target and prorated the award, except in the event of a change in control. In the event of a change in control, we have assumed that the double trigger was satisfied as of December 31, 2023. •The value of our stock on December 31, 2023 was $33.68 per share. •The amounts included in the “Change in Control” column in the tables below are subject to reduction in the event the applicable named executive’s aggregate payments would exceed the threshold determined under Section 280G. •Unless otherwise noted, amounts paid in the event of disability or retirement are substantially identical. Only Messrs. Waycaster and McGraw have satisfied the age and service conditions and are eligible to retire.

  87. CEO Pay Ratio

    CEO Pay Ratio General. As required by Section 953(b) of the Dodd-Frank Act, we are providing information about our “CEO pay ratio,” which refers to the relationship between the annual total compensation of our principal executive officer, Mr. Waycaster, and the median annual total compensation of our employees other than Mr. Waycaster. The comparison is based on the compensation we pay our “median employee,” an individual who receives compensation that is greater than one-half of our employees and compensation that is less than one-half, excluding Mr. Waycaster for this purpose. The comparison is expressed as a ratio, indicating the number of times Mr. Waycaster’s annual total compensation exceeds the annual total compensation of our median employee. For 2023: •Mr. Waycaster’s annual total compensation (including health insurance premiums) was $2,821,056. •The annual total compensation of our median employee was $58,699; and •The ratio of Mr. Waycaster’s annual total compensation to the annual total compensation of our median employee was 48.1 to 1 (this ratio is the “CEO pay ratio”). Identifying our Median Employee. As explained above, our median employee is the individual whose compensation is greater than one-half of our employees and less than one-half, excluding Mr. Waycaster. We are required to identify our median employee only once every three years, unless there is a material change to the Company’s employee population or compensation arrangements that would significantly alter the pay ratio disclosure. We last identified our median employee in connection with the 2021 CEO pay ratio calculation. In 2023 the number of our employees did not materially change, nor did we make any material changes to our compensation arrangements. As a result, we have determined that none of the changes in 2023 were likely to significantly affect the pay ratio disclosure for 2023 as compared to last year’s disclosure, and we have used the median employee identified for purposes of the 2021 CEO pay ratio for this year’s pay ratio calculations. In identifying the specific individual whom we considered our median employee in connection with the 2021 CEO pay ratio calculation: •We first determined our employees as of December 31, 2021. Full-time, part-time, seasonal and temporary employees were included, but independent contractors, leased employees and similar workers were not. On December 31, 2021, our total employee population was 2,453, and the number of independent contractors, leased employees and similar workers was not material. •We then “ordered” our employees based on a consistently-applied, representative measure of compensation, which was total cash compensation paid to each employee for the fiscal year. We adjusted these amounts by annualizing the compensation for full-time and part-time individuals employed on December 31, 2021 who did not work the entire year. No full-time equivalent adjustments were made for part-time individuals, and we did not annualize the compensation of temporary or seasonal employees. The employee whom we identified as our median employee is a universal banking employee at one of our Florida locations. Calculation of the CEO Pay Ratio. The CEO pay ratio compares the annual total compensation of Mr. Waycaster to the annual total compensation of our median employee. For this comparison, we are required to calculate Mr. Waycaster’s “annual total compensation” as the amount we reported in the “Total” column of the 2023 Summary Compensation Table above, which we elected to increase by the value of the insurance premiums we paid for coverage under our medical and dental plans in the amount of $12,312. We calculated the annual total compensation of our median employee as if the amount would be reported in the “Total” column of the 2023 Summary Compensation Table. The amount would have been increased by the value of the insurance premiums we paid for coverage under medical and dental plans, but this employee did not participate in our plans in 2023. Our median employee’s annual total compensation is different (greater) than the amount of our median employee’s total cash compensation because it includes some non-cash items, such as the value of our contributions to the 401(k) plan, payroll deductions for deferrals to our 401(k) plan and insurance premiums and our insurance premium payments. We calculated the annual total compensation of our median employee on this basis because it permits us to more accurately compare the total compensation this employee received to the total compensation Mr. Waycaster received.

  88. Pay Vs. Performance

    Pay Vs. Performance General. The following table and graphs provide information required under the SEC’s “pay versus performance” rules over the last four years. The graphs below show the relationship of “compensation actually paid” in 2020, 2021, 2022 and 2023 to our principal executive officer (of which there were two in 2020) and other named executives to (1) the Company’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) the Company’s net income and (3) the Company’s diluted EPS, and compare the Company’s 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 2023 with respect to the compensation of our named executive officers, please refer to the Compensation Discussion & Analysis section. For a discussion of compensation for 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.

  89. Pay Vs. Performance

    | 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) | Diluted Earnings Per Share | | | | | | | Total Shareholder Return (“TSR”) | Peer Group TSR(4) | | | | 2023 | $2,808,744 | $2,446,621 | $1,787,796 | $1,550,381 | $106.47 | $107.45 | $144,678 | $2.56 | | 2022 | 3,527,390 | 3,047,526 | 2,063,465 | 1,847,105 | 115.35 | 104.16 | 166,068 | 2.95 | | 2021 | 3,190,763 | 3,483,712 | 1,942,720 | 2,086,277 | 113.42 | 128.06 | 175,892 | 3.12 | | 2020 | 2,831,065 | 2,635,989 | 1,342,327 | 1,339,723 | 98.38 | 89.66 | 83,651 | 1.48 | | | (Mr. Waycaster) | (Mr. Waycaster) | | | | | | | | 2020 | 2,446,155 | 2,066,855 | | | | | | | | | (Mr. McGraw) | (Mr. McGraw) | | | | | | |

  90. Pay Vs. Performance

    (1)For 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 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 table below.

  91. Pay Vs. Performance

    | | 2023 (Waycaster) | 2022 (Waycaster) | 2021 (Waycaster) | 2020 (Waycaster) | 2020 (McGraw) | | SCT Total Compensation | $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 | (1,304,934) | (1,186,635) | (1,113,326) | (1,062,600) | (916,847) | | Plus: Fair Value for Stock Awards Granted in the Covered Year | 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 | (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 | (64,624) | (5,400) | 50,237 | (13,050) | (15,660) | | Less: Fair Value of Stock Awards Forfeited during the Covered Year | — | (435,292) | (76,773) | (24,250) | (29,099) | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | (13,154) | — | — | (51,584) | (271,074) | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans | — | — | — | — | — | | Compensation Actually Paid | $2,446,621 | $3,047,526 | $3,483,712 | $2,635,989 | $2,066,855 |

  92. Pay Vs. Performance

    | | 2023 (Non-PEO NEOs) | 2022 (Non-PEO NEOs) | 2021 (Non-PEO NEOs) | 2020 (Non-PEO NEOs) | | SCT Total Compensation | $1,787,796 | $2,063,465 | $1,942,720 | $1,342,327 | | Less: Stock Award Values Reported in SCT for the Covered Year | (750,256) | (658,486) | (646,352) | (541,701) | | Plus: Fair Value for Stock Awards Granted in the Covered Year | 714,299 | 748,477 | 750,699 | 642,035 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | (108,362) | (9,615) | 86,005 | (30,364) | | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year | (46,695) | (24,189) | 38,249 | (57,226) | | Less: Fair Value of Stock Awards Forfeited during the Covered Year | — | (272,547) | (61,765) | (15,348) | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | (46,401) | — | (23,279) | — | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans | — | — | — | — | | Compensation Actually Paid | $1,550,381 | $1,847,105 | $2,086,277 | $1,339,723 |

  93. Pay Vs. Performance

    (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, 2023. The S&P U.S. BMI Banks - Southeast Region Index, is a peer group of 52 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 2023 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 “2023 Compensation Decisions.”

  94. Pay Vs. Performance

    | •Diluted earnings per share | •Efficiency ratio | | •Return on average tangible common equity (non-GAAP) | •Return on average assets (PPNR) (non-GAAP) | | •Total shareholder return | |

  95. Pay Vs. Performance

    | REPORT OF THE AUDIT COMMITTEE |

  96. Pay Vs. Performance

    The information provided in this section shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to its proxy regulations or to the liabilities of Section 18 of the Exchange Act. The information provided in this section shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. The audit committee oversees our financial reporting process on behalf of the board of directors. Management has the primary responsibility for the preparation, consistency and fair presentation of the financial statements, the accounting and financial reporting process, the systems of internal control, and the procedures designed to ensure compliance with accounting standards, applicable laws and regulations. Management is also responsible for its assessment of the design and effectiveness of our internal control over financial reporting. Our independent registered public accountants are responsible for performing an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB, to obtain reasonable assurance that our consolidated financial statements are free from material misstatement and expressing an opinion on the conformity of the financial statements of the Company with U.S. generally accepted accounting principles. The internal auditors are responsible to the audit committee and the board of directors for testing the integrity of the financial accounting and reporting control systems and such other matters as the audit committee and the board of directors determine. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management the audited financial statements of the Company as of and for the year ended December 31, 2023 and management’s assessment of the design and effectiveness of our internal control over financial reporting as of December 31, 2023. The discussion addressed the quality, and not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The committee reviewed and discussed with the independent registered public accountants their judgments as to the quality of our accounting principles and such other matters as are required to be discussed with the committee under generally accepted auditing standards including, without limitation, the matters required to be discussed by applicable requirements of the PCAOB and the Securities and Exchange Commission. In addition, the committee received the written disclosures and the letter from the independent registered public accountants required by applicable requirements of the PCAOB regarding the independent registered public accountants’ communications with the audit committee concerning independence, discussed with the independent registered public accountants their independence from management and the Company, and considered the compatibility of non-audit services with such independence. The committee discussed with our internal auditors and independent registered public accountants the overall scope and plans for their respective audits. The committee met with the internal auditors and independent registered public accountants, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting. The committee held 12 meetings during 2023. In reliance upon the reviews and discussions referred to above, the audit committee recommended to the board of directors (and the board has approved) that the audited financial statements of the Company and the report on management’s assessment of internal control over financial reporting be included in our Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the Securities and Exchange Commission. Audit Committee:

  97. Pay Vs. Performance

    | John T. Foy, Chairman | Jill V. Deer, Vice Chairman | | Gary D. Butler | Donald Clark, Jr. | | Connie L. Engel | Sean M. Suggs |

  98. Pay Vs. Performance

    | INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS |

  99. Pay Vs. Performance

    The audit committee has appointed HORNE LLP to serve as our independent registered public accountants for the 2024 fiscal year. A representative of HORNE LLP is expected to attend the annual meeting. If present, the representative will have the opportunity to make a statement and will be available to respond to appropriate questions. HORNE LLP has served as our independent registered public accountants and audited our financial statements since 2005. Fees related to services performed for us by HORNE LLP with respect to fiscal years 2023 and 2022 are as follows:

  100. Pay Vs. Performance

    | | 2023 | 2022 | | Audit Fees(1) | $797,531 | $780,537 | | Audit-related Fees(2) | 85,000 | 36,413 | | Tax Fees | — | — | | All Other Fees | — | — | | Total | $882,531 | $816,950 |

  101. Pay Vs. Performance

    (1)Audit fees included fees and expenses associated with the audit of our annual financial statements, the reviews of the financial statements in our quarterly reports on Form 10-Q and regulatory and statutory filings. (2)Audit-related fees primarily included fees and expenses associated with the audits of the financial statements of certain employee benefit plans and other required procedures. In accordance with the procedures set forth in its charter, the audit committee pre-approves all auditing services and permitted non-audit services (including the fees and terms of those services) to be performed for us by our independent registered public accountants prior to their engagement with respect to such services, subject to the de minimis exceptions for non-audit services permitted by the Exchange Act, which are approved by the audit committee prior to the completion of the audit. For fiscal years 2023 and 2022, none of the fees listed under Audit-related Fees were covered by the de minimis exception. The audit committee has delegated to its chairman the authority to pre-approve the engagement of the independent registered public accountants when the entire committee is unable to do so. The chairman must report all such pre-approvals to the entire audit committee at the next committee meeting.

  102. Pay Vs. Performance

    | VOTING YOUR SHARES |