RENASANT CORP (RNST)
Sector: Financials
2026 Annual Meeting Analysis
RENASANT CORP · Meeting: April 28, 2026
Directors FOR
17
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 17 Directors
Director since 2020; no overboarding, attendance, or independence concerns; 3-year TSR gap of -10.2pp vs. peer median is well below the 65pp trigger threshold for strong positive absolute TSR, so no performance flag applies.
Joined the board in 2025 and became CEO in May 2025, meaning his tenure as a director is under 24 months, which exempts him from the TSR trigger; no other concerns identified.
Director since 2017; no overboarding, attendance, or independence concerns; 3-year TSR gap of -10.2pp vs. peer median is well below the 65pp trigger threshold.
Joined the board in April 2025 upon completion of the FBMS merger, meaning his tenure is under 24 months, which exempts him from the TSR trigger; no other concerns identified.
Director since 1997 and current lead director; no overboarding, attendance, or independence concerns; 3-year TSR gap of -10.2pp vs. peer median is well below the 65pp trigger threshold.
Director since 2007; no overboarding, attendance, or independence concerns; 3-year TSR gap of -10.2pp vs. peer median is well below the 65pp trigger threshold.
Director since 2010; no overboarding, attendance, or independence concerns; 3-year TSR gap of -10.2pp vs. peer median is well below the 65pp trigger threshold.
Director since 2018; no overboarding, attendance, or independence concerns; 3-year TSR gap of -10.2pp vs. peer median is well below the 65pp trigger threshold.
Director since April 2023, meaning her tenure is under 24 months from the approximate start of the 3-year measurement period, and she joined well within the exemption window; no other concerns identified.
Director since 2004; no overboarding, attendance, or independence concerns; 3-year TSR gap of -10.2pp vs. peer median is well below the 65pp trigger threshold.
Director since 2005; no overboarding, attendance, or independence concerns; 3-year TSR gap of -10.2pp vs. peer median is well below the 65pp trigger threshold.
Joined the board in April 2025 upon completion of the FBMS merger, meaning his tenure is under 24 months, which exempts him from the TSR trigger; previous public company board experience at Huntington Bancshares supports his qualifications.
Director since 2000 and non-executive Chairman; classified as non-independent but serves only as chairman and not on audit or compensation committees, so no independence-on-committee flag applies; 3-year TSR gap of -10.2pp vs. peer median is well below the 65pp trigger threshold.
Joined the board in April 2025 upon completion of the FBMS merger, meaning her tenure is under 24 months, which exempts her from the TSR trigger; her CPA background and audit committee financial expert designation are appropriate qualifications.
Joined the board in April 2025 upon completion of the FBMS merger, meaning his tenure is under 24 months, which exempts him from the TSR trigger; long FBMS board tenure since 1995 provides relevant community banking oversight experience.
Director since 2018; no overboarding, attendance, or independence concerns; 3-year TSR gap of -10.2pp vs. peer median is well below the 65pp trigger threshold.
Director since 2018 and current Executive Vice Chairman; classified as non-independent but serves only as an executive director and not on audit or compensation committees, so no independence-on-committee flag applies; 3-year TSR gap of -10.2pp vs. peer median is well below the 65pp trigger threshold.
All 17 nominees receive a FOR vote. Renasant's 3-year total shareholder return of +37.2% is strong positive, and the company's gap versus its disclosed compensation peer group median is only -10.2 percentage points, far below the 65pp threshold required to trigger a performance-based AGAINST vote. Five nominees joined the board in April 2025 following the FBMS merger and are exempt from the TSR trigger given their tenure under 24 months. No overboarding, attendance failures, independence-on-committee, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Kevin D. Chapman
Total Comp
$3,356,927
Prior Support
95.7%%
CEO Kevin D. Chapman received total compensation of approximately $3.36 million in 2025, which is reasonable for a newly-appointed CEO at a $3.7 billion regional bank that just completed its largest-ever merger. The compensation program is well-structured, with the proxy disclosing that 70.3% of the CEO's pay is variable and 50.3% is tied to measurable performance conditions, comfortably exceeding the policy's 50-60% performance-based threshold. Shareholders gave the program 95.7% support at the 2025 annual meeting, reflecting broad endorsement, and no pay-for-performance misalignment was identified given that RNST's 3-year total shareholder return of +37.2% is strongly positive and its 1-year return of +38.9% outpaced the community bank benchmark QABA (First Trust NASDAQ ABA Community Bank Index) by +4.8 percentage points.
Auditor Ratification
✓ FORAuditor
BDO USA, P.C.
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
BDO USA, P.C. is a large national accounting firm appropriate for a $3.7 billion market cap regional bank; auditor tenure is not disclosed in the available proxy text so the tenure trigger cannot be applied and the policy defaults to FOR; fee data was not extractable from the provided filing text, so the non-audit fee ratio trigger cannot be evaluated, and the policy defaults to FOR in the absence of confirmed data.
Overall Assessment
The 2026 Renasant annual meeting ballot presents three standard proposals: election of 17 directors, an advisory vote on executive compensation, and ratification of BDO USA, P.C. as auditor. All proposals receive a FOR vote — the director slate passes all policy screens, the compensation program is well-structured with strong shareholder support and positive stock performance relative to the community bank benchmark QABA, and no auditor independence or tenure concerns could be confirmed from the available data.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing