Document

DEF 14A 1 rnst12312021proxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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RENASANT CORPORATION

(Name of Registrant as Specified in its Charter)

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RENASANT CORPORATION

209 Troy Street

Tupelo, Mississippi 38804-4827

March 14, 2022

Dear Respected Shareholder:

On behalf of the board of directors, we cordially invite you to attend the 2022 Annual Meeting of Shareholders of Renasant Corporation. The annual meeting will be held beginning at 1:30 p.m., Central time, on Tuesday, April 26, 2022. The 2022 Annual Meeting will be held in a virtual format by means of an online webcast. There is no physical location for the 2022 Annual Meeting. The formal notice of the meeting, as well as instructions for accessing the virtual meeting, appear on the next page.

At the annual meeting, you will be asked to (1) elect five Class 2 directors, each to serve a three-year term expiring in 2025, (2) adopt, in a non-binding advisory vote, a resolution approving the compensation of our named executive officers, as described in the proxy statement, (3) ratify the appointment of HORNE LLP as our independent registered public accountants for 2022, and (4) transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof.

The accompanying proxy statement provides detailed information concerning the matters to be acted upon at the annual meeting. We urge you to review this proxy statement and each of the proposals carefully. It is important that your views be represented at the annual meeting regardless of the number of shares you own or whether you are able to attend the virtual annual meeting.

On March 14, 2022, we posted on our internet website, www.proxyvote.com, a copy of our proxy statement and proxy card for the 2022 Annual Meeting of Shareholders and our Annual Report on Form 10-K for the year ended December 31, 2021 (which serves as our Annual Report to Shareholders). On the same date, we mailed our shareholders a notice containing instructions on how to access our proxy materials over the internet and how to vote online (except that shareholders who affirmatively elected to receive paper copies of our proxy materials were mailed a full set of our proxy materials).

You may vote your shares via a toll-free telephone number or on the internet. If you received a paper copy of the proxy card, you may vote by signing, dating and mailing the accompanying proxy card in the envelope provided. Further voting instructions can be found beginning on page 56 of the proxy statement. As always, if you are the record owner of our stock, you may vote by attending the virtual annual meeting.

On behalf of our board of directors, I would like to express our appreciation for your continued interest in Renasant Corporation.

Sincerely,

E. Robinson McGraw

Chairman of the Board and

Executive Chairman

RENASANT CORPORATION

209 Troy Street

Tupelo, Mississippi 38804-4827

NOTICE OF ANNUAL MEETING


DATE AND TIME			1:30 p.m., Central time, on Tuesday, April 26, 2022
ITEMS OF BUSINESS			1.Election of five Class 2 directors who will each serve a three-year term expiring in 2025; 2.Adoption, in a non-binding advisory vote, of a resolution approving the compensation of our named executive officers; 3.Ratification of the appointment of HORNE LLP as Renasant's independent registered public accountants for 2022; and 4.Transaction of such other business as may properly come before the annual meeting or any adjournments or postponements thereof.
RECORD DATE			You can vote if you were a shareholder of record as of the close of business on February 18, 2022.
ANNUAL REPORT			Our proxy statement, proxy card and Annual Report on Form 10-K for the year ended December 31, 2021, which serves as our Annual Report to Shareholders but is not part of our solicitation materials, have been posted on our internet website at www.proxyvote.com. If you received a paper copy of the proxy statement and proxy card, our annual report is also enclosed.
HOW TO ACCESS THE VIRTUAL MEETING			You can access the webcast of the 2022 Annual Meeting over the internet at www.virtualshareholdermeeting.com/RNST2022. Detailed instructions for accessing the virtual meeting are included in the Voting Your Shares section of the proxy statement of which this notice forms a part. There is no physical location for the 2022 Annual Meeting.
PROXY VOTING			It is important that your shares be represented and voted at the annual meeting. You may vote your shares via a toll-free telephone number or on the internet. If you received a paper copy of the proxy statement, you may vote your shares by signing, dating and mailing the accompanying proxy card in the envelope provided. Instructions about the three methods of voting are contained in the proxy statement. Any proxy may be revoked at any time prior to its exercise at the annual meeting.

By Order of the Board of Directors,

C. Mitchell Waycaster

President and Chief Executive Officer

Tupelo, Mississippi

March 14, 2022

Important Notice Regarding the Availability of Proxy Materials for

the Shareholders Meeting to be held on April 26, 2022:

Renasant's 2022 proxy statement and proxy card and its Annual Report on Form 10-K for the year

ended December 31, 2021 are available at www.proxyvote.com.

TABLE OF CONTENTS


			Page
PROXY SUMMARY............................................................................................................................			1
Voting............................................................................................................................................			1
2021 Financial and Compensation Highlights...............................................................................			2
Environmental, Social and Governance Highlights for 2021.........................................................			4
CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS...............................................			6
Governing Documents and Practices...........................................................................................			6
Board of Directors.........................................................................................................................			9
Director Independence.................................................................................................................			10
Board Leadership Structure..........................................................................................................			10
Board Committees........................................................................................................................			11
Role of the Board in Risk Oversight.............................................................................................			13
Director Selection and Diversity....................................................................................................			15
Related Person Transactions........................................................................................................			16
Legal Proceedings Involving a Director or Executive Officer and the Company or the Bank.......			17
Shareholder Communications......................................................................................................			17
BOARD MEMBERS AND COMPENSATION....................................................................................			20
Members of the Board of Directors...............................................................................................			20
Director Compensation.................................................................................................................			25
EXECUTIVE OFFICERS....................................................................................................................			27
COMPENSATION DISCUSSION AND ANALYSIS...........................................................................			29
Say-on-Pay...................................................................................................................................			29
Purposes of Our Compensation Program.....................................................................................			29
Compensation Committee Practices............................................................................................			31
Decision-Making Process for 2021...............................................................................................			34
2021 Compensation Decisions.....................................................................................................			36
COMPENSATION COMMITTEE REPORT......................................................................................			41
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION........................			41
COMPENSATION TABLES.............................................................................................................			42
2021 Summary Compensation Table............................................................................................			42
Grants of Plan-Based Awards.......................................................................................................			44
Outstanding Equity Awards as of December 31, 2021..................................................................			45
Option Exercises and Vested Restricted Stock.............................................................................			45
Pension Benefits...........................................................................................................................			46
Non-Qualified Deferred Compensation.........................................................................................			46
CEO Pay Ratio..............................................................................................................................			47
Payments and Rights on Termination or Change in Control.........................................................			48
REPORT OF THE AUDIT COMMITTEE............................................................................................			54
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS...............................................................			55
VOTING YOUR SHARES..................................................................................................................			56
Attending the Virtual Annual Meeting............................................................................................			56


			Page
Record Date; Shares Outstanding................................................................................................			56
Voting............................................................................................................................................			56
Quorum.........................................................................................................................................			57
How Votes are Counted................................................................................................................			57
Required Vote for Each Proposal.................................................................................................			57
Shares Held by the Renasant 401(k) Plan....................................................................................			57
Solicitation and Revocation of Proxies.........................................................................................			58
PROPOSALS.....................................................................................................................................			59
Proposal 1 - Election of Five Class 2 Directors............................................................................			59
Proposal 2 - Advisory Vote on Executive Compensation..............................................................			59
Proposal 3 - Ratification of the Appointment of HORNE LLP as Independent Registered Public Accountants for 2022....................................................................................................................			59
Other Matters................................................................................................................................			60
STOCK OWNERSHIP........................................................................................................................			61
Common Stock Ownership Greater than 5%...............................................................................			61
Beneficial Ownership of Common Stock by Directors and Executive Officers.............................			62
Delinquent Section 16(a) Reports................................................................................................			64
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K..................................................................			64
APPENDIX A - NON-GAAP FINANCIAL INFORMATION................................................................			A-1

In this proxy statement, Renasant Corporation is referred to as “Renasant,” “we,” “our,” “us” or the “Company,” and Renasant Bank is referred to as the “Bank.”

We are providing this proxy statement to the shareholders of Renasant Corporation in connection with the solicitation of proxies by its board of directors for use at the 2022 Annual Meeting of Shareholders of Renasant Corporation to be held at 1:30 p.m., Central time, on Tuesday, April 26, 2022, including any adjournments or postponements of the meeting.

As permitted by the Securities and Exchange Commission, or SEC, rules, we are making this proxy statement, our proxy card and our Annual Report on Form 10-K for the year ended December 31, 2021, which serves as our Annual Report to Shareholders, available to our shareholders electronically. On March 14, 2022, we posted these materials on our internet website, www.proxyvote.com, and we mailed our shareholders a notice (the “Notice”) containing instructions on how to access our proxy materials and vote online (except for shareholders who affirmatively elected to receive paper copies of our proxy materials, to whom we mailed this proxy statement, our proxy card and our Annual Report on Form 10-K for the year ended December 31, 2021, on March 14, 2022).

PROXY SUMMARY

This section of our proxy statement briefly describes the proposals to be voted on at the 2022 Annual Meeting of Shareholders and our voting procedures. This section also provides 2021 financial and compensation highlights and summarizes some of the environmental, social and governance initiatives we undertook in 2021. More information about the annual meeting and our 2021 executive compensation program is contained in the remainder of this proxy statement, and a detailed discussion of our 2021 financial results can be found in our Annual Report on Form 10-K for the year ended December 31, 2021. We encourage you to review the entire proxy statement and annual report before you vote.

Voting

Proposals to be Voted On. Three proposals will be voted on at the annual meeting:


	More Information	Board Recommendation
Proposal 1	Page 59	FOR each nominee
Election of Class 2 Directors (five nominees)

Proposal 2	Page 59	FOR
Adoption of an advisory resolution approving the compensation of our named executive officers

Proposal 3	Page 59	FOR
Ratification of the appointment of HORNE LLP as our independent registered public accountants for 2022

Voting Procedures. Votes may be cast in any of the following ways:


Internet	Telephone	Mail
Visit www.proxyvote.com. You will need the control number on your Notice or the proxy card mailed to you, as applicable.	Call toll free (800) 690-6903. You will need the control number on the Notice or your proxy card, as applicable.	Complete and mail your proxy card to the address on the card, if you received a paper copy of the proxy statement and proxy card.

Shareholders with a valid control number will also have the opportunity to vote their shares online during the virtual annual meeting. More information about our voting procedures, accessing the webcast of the annual meeting and revoking a proxy previously given may be found in the Voting Your Shares section under the heading “Attending the Virtual Annual Meeting” later in this proxy statement. It is important that your shares be represented and voted at our annual meeting.

2021 Financial and Compensation Highlights

Financial Performance. As illustrated in the table below and the information following the table, we achieved solid performance results in 2021.


	Year Ended December 31,
	2021		2020		2019		2018		2017


Diluted EPS (GAAP)	$3.12		$1.48		$2.88		$2.79		$1.96
Adjusted Diluted EPS (non-GAAP)(1)	$2.98		$1.93		$3.03		$3.00		$2.42


Return on Average Shareholders’ Equity (GAAP)	7.96	%	3.96	%	7.95	%	8.64	%	6.68	%

Adjusted Return on Average Tangible Shareholders' Equity (non-GAAP)(1)	13.89	%	10.06	%	16.15	%	17.14	%	14.48	%
Return on Average Assets (GAAP)	1.11	%	0.58	%	1.30	%	1.32	%	0.97	%

Adjusted Return on Average Tangible Assets (non-GAAP)(1)	1.16	%	0.85	%	1.54	%	1.58	%	1.32	%

(1)Adjusted diluted EPS, adjusted return on average tangible shareholders’ equity and adjusted return on average tangible assets are non-GAAP financial measures. These non-GAAP financial measures adjust GAAP financial measures to exclude intangible assets and/or certain charges (such as, among others, COVID-19 related expenses, debt prepayment penalties, restructuring charges and asset valuation adjustments) with respect to which the Company is unable to accurately predict when these charges will be incurred or, when incurred, the amount thereof. For a reconciliation of these measures to their most comparable measures under generally accepted accounting principles in the United States of America (“GAAP”), please see Appendix A, Non-GAAP Financial Measures.

In 2021 we strengthened our balance sheet and enhanced shareholder returns. Some of our notable results are summarized below:

•Net income for 2021 was $175.9 million, an increase of $92.2 million compared to net income for 2020. Net interest income grew from $339.9 million in 2020 to $425.7 million for 2021.

•Total loans held for investment at December 31, 2021 were $10.0 billion, a decrease from $10.9 billion at December 31, 2020, reflecting that substantially all of our Paycheck Protection Program (“PPP”) loans were forgiven by the end of 2021. Our total loans held for investment as of December 31, 2021 excluding PPP loans were up 1.6% over the same balance at the end of 2020. We achieved this growth in spite of record loan payoffs. (Total loans excluding PPP loans is a non-GAAP financial measure. For a reconciliation of this measure to its most comparable measure under GAAP, please see Appendix A, Non-GAAP Financial Measures.)

•We continued to grow our core funding by increasing stable low-cost deposits. In 2021 our noninterest-bearing deposits increased $1.03 billion over 2020. At December 31, 2021 non-interest bearing deposits represented 33.93% of our total deposits, up from 30.56% at December 31, 2020.

•We completed a public offering of $200 million of 3.00% fixed-to-floating rate subordinated notes due 2031, while also repaying $45 million of higher-costing subordinated notes (with another $30 million of our subordinated notes redeemed on March 1, 2022).

•We continued our expense saving initiatives, resulting in a $42.2 million reduction in noninterest expense in 2021 as compared to 2020. Among other steps, we continued our system-wide branch evaluation effort, resulting in the consolidation of nine branches, and we implemented cost-saving changes to our salary structure and employee benefit arrangements. Although our 2021 savings benefited from some one-time items, noninterest expense continues to decline year-over-year.

•Our asset quality remained sound, as evidenced by asset quality metrics at near-historic lows. Net loan charge-offs in 2021 were 0.10% of average loans. Non-performing loans as a percentage of total loans was 0.51% in 2021, the same as in 2020, while our coverage ratio (the allowance for credit losses as a percentage of total nonperforming loans) was 323% at December 31, 2021, as compared to 318% at December 1, 2020.

Our financial performance also reflects our progress back to normal business operations that occurred during 2021, even as the COVID-19 pandemic continued. Among our actions:

•We restored full access to our branch lobbies in October 2020, subject to capacity limits, social distancing, mask wearing requirements and other appropriate mitigation measures.

•We maintained the flexible working conditions and leave policies we implemented in 2020, such as remote work, flexible hours and adjusted staffing levels. We also maintained our expanded leave practices addressing personal illness, caretaking required for family members and remote learning at schools. As a result, we avoided furloughs and lay-offs during 2021.

•The loan deferral program we implemented in the second quarter of 2020 continued into the first half of 2021. At its height, approximately 21.5% of our loan portfolio was on deferral; by the end of 2021 this percentage had declined to 0.01% (PPP loans are excluded from these percentages).

Compensation. For 2021 our executive pay practices continued to reflect our view that compensation should correlate with Company performance, with payouts limited to ensure that compensation levels remain at appropriate levels. As we delivered increases in shareholder value, measured by increases in EPS and total shareholder return (TSR), Mr. Waycaster’s compensation also increased subject to the constraints of our program. The chart below explains why we have selected EPS and TSR to evaluate the correlation between shareholder value and compensation.


Correlation Measure	Comparative Compensation Measure	Correlation
Diluted earnings per share (EPS)(1)	Total cash compensation, which includes base salary and an annual performance-based cash award	•EPS is an annual measure of earnings •Cash compensation represents payments with an annual focus
Total shareholder return (TSR)	Total realized compensation, which includes base salary and an annual cash award, which is performance-based, and the value of his equity compensation, a portion of which is performance-based	•TSR measures the delivery of shareholder value over a longer period •Total compensation, including equity compensation, includes payments that provide value over longer periods

(1)For purposes of evaluating our compensation program, our compensation committee believes, when appropriate, exclusions to EPS can more accurately illustrate year-over-year changes in earnings and provide a more consistent basis for making compensation decisions. However, in 2021 the compensation committee did not make any adjustments to EPS.

The following tables illustrate the relationship between executive pay and our performance over the five-year period ending 2021. More information about Mr. Waycaster’s compensation, including the performance measures we used to calculate his annual cash award and equity compensation, may be found below in the Compensation Discussion and Analysis section.

Environmental, Social and Governance Highlights for 2021

Our vision is to be the financial services advisor and provider of choice in each community we serve, and our mission is to provide quality financial services and advice by creating security and opportunity for employees, understanding, then meeting the needs of customers, being good citizens in our communities and providing attractive returns to shareholders. During 2021, we worked to fulfill the Company’s mission using business practices addressing each of our primary constituencies.


Our Customers			•We experienced double-digit increases in the use of our mobile and online banking services, expanding access to our banking services without the need of visiting a physical location. •We developed a dedicated customer experience program – RNSTX. The program is designed to improve customer service, increase customer loyalty and promote customer advocacy. Customer evaluation is a core element of the RNSTX program, and in 2021 we conducted over 7,600 customer evaluations, which we used to increase the effectiveness of our customer service, including customer effort, satisfaction, overall experience and loyalty scores. In addition, 55% of our employees received perfect customer evaluations. •We provided customer engagement training to more than 50 employees, including retail team leaders, branch managers and personal bankers equating to more than 1,000 classroom hours.


Our Communities			•Renasant Roots is a financial education resource that includes credit and home ownership education, small business technical assistance, youth mentoring, and charitable contributions. •We originated more than $460 million in Community Development Loans. We also made Community Development Loans in the form of lines of credit for Community Development Financial Institutions. •We made loans through government sponsored programs totaling over $810 million, which have features attractive to low- and moderate-income borrowers. •We made over 655 Community Homebuyer Mortgage loans, totaling $120 million. These loans are intended to be attractive to borrowers in low- and moderate-income census tracts and contain terms and features to support applicants who may not otherwise qualify for our traditional mortgage products.
Our Employees			•We implemented significant portions of the strategic plan developed by our Social Responsibility, Diversity and Inclusion Committee, with a focus on establishing multiple channels of communication and encouraging employee engagement, training and education. •We encouraged employee engagement and feedback through surveys such as an annual employee survey, communication survey and equity, diversity and inclusion survey. •Our employees completed over 78,000 hours (approximately 30 hours per employee) of training through our learning and development programs that include professional and personal development, job-specific training, mentoring and maintenance of industry qualifications.

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

Governing Documents and Practices

Copies of the governing documents described below are available at www.renasant.com, by clicking on “Corporate Governance,” then on “Documents & Charters” and then selecting the desired document.


Corporate Governance Guidelines			The Renasant Corporation Corporate Governance Guidelines (our “Governance Guidelines”) set forth principles that, together with our Articles of Incorporation, our Amended and Restated Bylaws, as amended (which we refer to as our “Bylaws”), committee charters and other policies, such as our Code of Business Conduct and Ethics, guide the board’s governance of Renasant. The Governance Guidelines address topics such as director qualifications, the board’s leadership structure, board responsibilities and the conduct of its operations, director education and other matters.
Code of Ethics			We expect our directors, officers and employees to act with integrity and make decisions that are in our best interests and discourage situations that present a conflict between our interests and their personal interests. Under our Code of Business Conduct and Ethics (our “Code of Ethics”), our directors, officers and employees may not engage in any business or conduct, or enter into any contract or arrangement, that would give rise to an actual or potential conflict of interest without the prior approval of, for directors, the board or, as to officers and employees, their supervisor. We require our directors, officers and employees to annually certify that they have read and understand their obligations under the Code of Ethics.
Committee Charters			The board has five standing committees: an executive committee, an audit committee, a compensation committee, an enterprise risk management committee (the “ERM committee”) and a nominating and corporate governance committee (the “nominating committee”). Each committee is governed by a written charter, which is annually reviewed and updated (as necessary).
Majority Voting Policy			The board has adopted a “majority voting” policy for the election of directors. Under this policy, which applies only in uncontested elections, any nominee for director who receives a greater number of “withhold” votes for his or her election than votes “for” such election, although still elected to the board, must promptly tender his or her resignation as a director. This resignation will become effective upon acceptance by the board. If a resignation is tendered under these circumstances, the nominating committee will consider the resignation and recommend to the board whether to accept or reject the director’s resignation. No later than 90 days after the shareholders meeting that resulted in a director being required to submit his or her resignation, the board must consider the nominating committee’s recommendation and act on the director’s resignation. Both the nominating committee’s recommendation and the board’s decision with respect to a tendered resignation may include a range of alternatives, including acceptance of the resignation, rejection of it or rejection of it coupled with a commitment to address and cure the reasons believed to underlie the “withhold” votes. All relevant factors may be considered by the nominating committee and the board in evaluating whether to accept or reject a director’s resignation. These factors may include the reasons given by shareholders for the “withhold” vote, if known, and the impact on our compliance with SEC regulations and Nasdaq listing rules if the director were to no longer serve on the board and the committees on which he or she serves. The director at issue may not participate in the committee’s and the board’s deliberations. The board’s decision will be disclosed in a Current Report on Form 8-K furnished to the SEC promptly after the board arrives at a decision regarding whether to accept or reject the director’s resignation (with the reason(s) for rejecting the resignation, if applicable).


Stock Ownership Guidelines			The board has adopted written stock ownership guidelines applicable to our directors and executive officers. More details about how the guidelines apply to our executives can be found under the heading “Compensation Committee Practices” in the Compensation Discussion and Analysis section below. For our non-employee directors, the stock ownership guidelines require each director to maintain a meaningful investment in Renasant common stock, which we believe demonstrates a commitment to increasing the long-term value of our stock and aligns the financial interests of our directors with those of our shareholders. Under the guidelines, within the first year of becoming a non-employee director, a director must own at least 500 shares of common stock, and within five years of becoming a director, each non-employee director must own stock with a value equal to at least three times the annual cash retainer. The value of a director’s Renasant stock is determined as of January 1 each year, using the average closing market price of our stock for the 20 trading day period ending on the last day of the prior year. Shares that a director has pledged do not count toward a director’s required minimum ownership levels. Based on an annual cash retainer of $60,000 (the retainer in effect on January 1, 2022), the guidelines require directors with at least five years of service to own Renasant common stock with a value of at least $180,000. The average closing price of our stock for the 20 trading days ending December 31, 2021 was $37.12, and based on that price all of our directors own at least approximately $195,000 of our common stock (and most own substantially more), except for Gary D. Butler. Because Mr. Butler only joined the board in April 2020, he still has a number of years to achieve his required stock ownership.
Insider Trading Policy			The board has adopted a policy designed to prevent insider trading of our securities. The policy prohibits our directors, officers and employees, their immediate family members and entities that they control from purchasing or selling our securities while in possession of material nonpublic information and from disclosing material nonpublic information to third parties. “Material nonpublic information” includes matters such as our earnings results, changes in senior management and merger and acquisition activity. Significant cybersecurity incidents and disruptions to our information technology infrastructure, among other events, are also deemed material nonpublic information. Two additional trading restrictions apply to our directors, senior executive officers and certain other individuals, such as senior accounting staff (all of whom we refer to as “covered persons”): •A covered person may trade in our securities only during a “trading window” (and provided that he or she is not otherwise in possession of material nonpublic information); the window opens two trading days after our quarterly earnings release and closes early in the last month of each quarter. •A covered person may not trade in our securities, even during an open trading window, unless a committee made up of our chief operating officer, our chief accounting officer and our general counsel approves, or “pre-clears,” the transaction in advance. Pre-clearance provides the opportunity to evaluate a proposed trade and independently decide whether the covered person possesses material nonpublic information. Our directors, officers and employees must annually certify that they have reviewed our insider trading policy and understand their obligations under the policy.


Hedging and Pledging Policy			Renasant maintains a Policy on Hedging or Pledging Company Stock (our “Hedging Policy”). A primary goal of our compensation program and our stock ownership requirements is to align the economic interests of our directors and executive officers with those of our shareholders. We believe that allowing a director or employee to hedge the economic risk of owning our stock undermines the intended economic alignment. The Hedging Policy prohibits our directors, officers, employees and their respective “designees” (explained below) from entering into a transaction that has the effect of hedging the economic risks associated with the ownership of our common stock. Specifically, our directors, officers and employees and their designees are prohibited from engaging in any of the following activities: •Purchasing any financial instrument (including prepaid variable forward contracts, equity swaps, collars, exchange funds, puts, calls and similar derivative instruments) or otherwise engaging in any transaction that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of Renasant securities granted as compensation to, or held, directly or indirectly, by the director, officer or employee; or •Engaging in short sale transactions in Renasant securities. A person is a “designee” of a director, officer or employee for purposes of the Hedging Policy if, under the facts and circumstances, the person has been appointed to make decisions that such director, officer or employee should reasonably believe would result in hedging/offsetting prohibited by the Hedging Policy. Although the Hedging Policy does not prohibit pledging of our common stock, we discourage the practice, and any stock that a director or executive officer pledges cannot be used to satisfy our stock ownership guidelines. Our directors, officers and employees must annually certify that they have reviewed our Hedging Policy and understand the restrictions under the policy. For more information about our directors and named executive officers who have pledged shares of Renasant stock, refer to the Stock Ownership section below under the heading “Beneficial Ownership of Common Stock by Directors and Executive Officers.”
Review and Approval of Related Person Transactions			The board is responsible for reviewing and approving or ratifying all material transactions between us or our subsidiaries and any of our directors or executive officers, their immediate family members and businesses with which they are associated, all referred to as “related persons.” Other than our Code of Ethics, our related person transaction policy is not in writing, although we have adopted written policies to comply with regulatory requirements and restrictions applicable to us, including Sections 23A and 23B of the Federal Reserve Act and Regulation W promulgated thereunder (which govern certain transactions by the Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs loans and other extensions of credit by the Bank to its executive officers, directors and principal shareholders). Additional information about the process used by the board to identify related person transactions and the transactions that the board has reviewed and approved may be found below under the heading “Related Person Transactions.”

Board of Directors

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


Class 1	Class 2	Class 3
Donald Clark, Jr.	John M. Creekmore	Gary D. Butler
Albert J. Dale, III	Jill V. Deer	John T. Foy
Connie L. Engel	Neal A. Holland, Jr.	Richard L. Heyer, Jr.
C. Mitchell Waycaster	E. Robinson McGraw	Michael D. Shmerling
	Sean M. Suggs

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 2022 Annual Meeting; and the current term of office for our Class 3 directors expires at the 2023 annual meeting. 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 generally strives to ensure that there is a 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 a 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, and in January 2022 the board elected to eliminate our mandatory retirement age for directors. 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 will have been identified. 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.

In the board’s view, our current mix of director tenures is appropriate. Of our 11 non-employee directors who will continue on the Board after the 2022 annual meeting, four have served on the board for five years or less, two have served for between five and 15 years, and five have served for over 15 years.

Meetings. Our board held seven meetings in 2021. 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 are “independent directors” under the Listing Rules of the NASDAQ Stock Market, LLC, or “Nasdaq,” met in executive session (that is, a meeting of only directors who are “independent directors”) four times during 2021.

We do not have a policy requiring director attendance at our annual meeting. All of our current directors attended the 2021 annual meeting, and we expect our entire board to attend this year’s annual meeting.

Board, Committee and Director 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 conducts a board assessment. The 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, including (1) the interaction between the board and management, (2) the organization of the board, including its committee structure, (3) the conduct of board and committee meetings, (4) each director’s fulfillment of his or her responsibilities as a director and (5) 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.

In addition to the assessment of the entire board, the nominating committee facilitates a peer assessment of each director whose term is expiring at the next annual meeting; beginning in 2022, the nominating committee will broaden this peer assessment to cover all directors. For this assessment, the nominating committee asks each member of the board to assess, among other things, the contributions of each other director to the board and their participation in board and committee meetings and other board activities. The committee uses this information as

one factor in determining whether a director whose term is expiring should be nominated for reelection. For all directors, including those whose terms are not expiring at the next annual meeting, the committee expects to use peer assessment results to help 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.

Finally, each board committee annually performs a self-assessment. These committee self-assessments are designed to elicit input from committee members regarding the efficiency of the committee’s operations and ways that the committee can better fulfill the responsibilities assigned to it under its charter or as otherwise delegated to it by the board.

Director Independence

The board has determined that each of our directors is an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Listing Rules, with the exception of Messrs. McGraw and Waycaster who are not independent directors because they are Renasant employees. 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 and Mr. Holland's son as a trust administrator in the Bank's trust department. Neither of these employees is considered an “executive officer” of the Company. The compensation paid to each employee, which is below the amount necessary to qualify as a related person transaction under SEC rules, was consistent with the compensation paid to similarly-situated employees of the Bank. The Bank also employs Dr. Heyer’s son as a senior managing director of Park Place Capital Corp., the Bank’s financial advisor subsidiary. He is not an “executive officer,” but his employment is a related person transaction because of the amount of compensation he received in 2021. More details about our employment of Dr. Heyer’s son can be found in this section below under the heading “Related Person Transactions.”

Marshall H. Dickerson and R. Rick Hart retired from our board as of the 2021 annual meeting. The board had previously determined that Mr. Dickerson was an independent director under the Nasdaq Listing Rules but Mr. Hart, as a former employee, was not.

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 and former chief executive officer, 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 and Renasant’s 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 no longer 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 faced by the Company and the Bank. 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 meet the definition of “independent director” under the Nasdaq Listing Rules 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.

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.


Executive Committee
John M. Creekmore, Chair			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 are “independent directors” as defined in the Nasdaq Listing Rules. The executive committee met 22 times in 2021.
Neal A. Holland, Jr., Vice-Chair
Albert J. Dale, III
John T. Foy
E. Robinson McGraw
C. Mitchell Waycaster


Audit Committee
John T. Foy, Chair	The audit committee's responsibilities include the following:
Jill V. Deer, Vice-Chair		Appointing, approving the compensation of and overseeing our independent registered public accountants;
Gary D. Butler
Connie L. Engel		Monitoring the integrity of our financial reporting process and system of internal controls;
Michael D. Shmerling
Sean M. Suggs		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 sections below titled Report of the Audit Committee and Independent Registered Public Accountants describe the actions taken in 2021 and the committee's processes. In 2021, the committee held 21 meetings.

			Each member of our audit committee is an “independent director” within the meaning of the Nasdaq Listing Rules, satisfies the other requirements for audit committee membership under the Nasdaq Listing Rules and meets all independence requirements under SEC regulations. The board has determined that each of Mr. Shmerling and Mr. Suggs qualifies as an “audit committee financial expert” under applicable SEC regulations and satisfies the financial sophistication requirements under the Nasdaq Listing Rules.


Nominating and Corporate Governance Committee
Neal A. Holland, Jr., Chair			The nominating committee evaluates, nominates and recommends individuals for membership on our board of directors and the 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, stock ownership guidelines and the annual board and director performance assessments. The committee also takes a lead role in the 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 is an “independent director” under the Nasdaq Listing Rules. The committee met nine times in 2021.
John M. Creekmore, Vice-Chair
Donald Clark, Jr.
John T. Foy
Michael D. Shmerling


Compensation Committee
Albert J. Dale, III, Chair			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 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 2021 compensation of our named executive officers. The committee met nine times in 2021. Each member of the committee is an “independent director” within the meaning of the Nasdaq Listing Rules and a “non-employee director” under SEC regulations. In determining independence, the board considered each member’s ability to be independent from management in light of his 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 the member is considered our affiliate and additional relevant factors, such as, for Messrs. Creekmore, Heyer and Holland, the Bank's employment of their sons.
Richard L. Heyer, Jr., Vice-Chair
Donald Clark, Jr.
John M. Creekmore
Neal A. Holland, Jr.


Enterprise Risk Management Committee
Michael D. Shmerling, Chair			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 process and the role of the ERM committee in this process may be found below under the heading “Role of the Board in Risk Oversight.” Each member of the ERM committee is an “independent director” as defined under the Nasdaq Listing Rules. In 2021, the committee met four times.
John T. Foy, Vice-Chair
Gary D. Butler
John M. Creekmore
Albert J. Dale, III
O. Leonard Dorminey*
Richard L. Heyer, Jr.
Neal A. Holland, Jr.

*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. 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.”

Role of the Board in Risk Oversight

Oversight. Our full board of directors is ultimately responsible for the oversight and management of our risk management and mitigation functions. To identify and mitigate risk, the board primarily acts through its committee structure. The board’s ERM committee is responsible for identifying enterprise-wide risks (including information security and cybersecurity risks as well as risks related to business continuity and disaster recovery planning), assessing how risks within each category affect other risks within that category and in other risk categories, and facilitating our operations within risk tolerance levels that are established by management and reviewed by the board. The ERM committee oversees and assists management in the risk assessment process and the implementation of comprehensive risk management processes and procedures, it reviews and approves our overall risk appetite and risk tolerance levels within each identified category of risk suggested by management, and it reviews and adopts policies, procedures and controls that are intended to identify, manage and mitigate risk.

The following discussion highlights certain risks facing the Company and the role of the ERM committee and other committees of the board (or the board of the Bank), working with management committees that report to these committees, in identifying and mitigating these risks:

•Cybersecurity and Information Security Risks. The ERM committee and the Bank’s technology committee oversee risks related to our technological infrastructure, information security, cybersecurity, business continuity and disaster recovery programs. At each meeting of the ERM committee, our information security officer provides a report to the committee on our cybersecurity and network security initiatives, emerging risks and management’s plans to mitigate such risks and employee training on cybersecurity and related issues, among other topics. In addition, our chief technology officer addresses business continuity matters with the ERM committee, such as the continuing impact on our cybersecurity resulting from employees working from home or otherwise outside their normal office locations, which became more prevalent as a result of the COVID-19 pandemic.

The technology committee, which meets quarterly, is responsible for the oversight of the Bank’s strategies and operations with respect to information technology matters. Although the technology committee’s focus is not limited to information security and cybersecurity risk, at each meeting the committee receives a report on information security and other cybersecurity matters similar to the report provided to the ERM committee. As a member of the ERM committee, the chairman of the technology committee updates the committee on the technology committee’s discussions with respect to our technological infrastructure and the impact thereof on matters within the ERM committee's focus.

We also retain third parties to test the effectiveness of our efforts to identify and respond to existing and emerging threats to information security and cybersecurity. For example, on an annual basis we engage a third party to conduct an audit of our cybersecurity, which includes internal and external penetration testing. We also engage another independent company to conduct penetration testing from time to time over the course of the year. To the extent this testing uncovers any potential vulnerabilities in our security or otherwise

recommends improvements to our systems, management will then make efforts to appropriately address the concerns or implement the recommendations.

•Credit Risk. The Bank’s credit review committee is primarily responsible for credit administration and other risks arising from our lending activities, such as the risks presented by the various categories of lending that we engage in and risks posed by excessive concentrations in any particular category of loans. Among other things, this committee approves the Bank’s loan policy manual and any changes to our loan policies. The credit review committee’s work is supplemented by a number of management committees that report to it on various aspects of our lending activities, such as the problem asset review committee.

•Financial Reporting and Operational Risk. The audit committee focuses on matters that fall within this category of risk. This committee meets regularly with management, our independent registered public accountants and our internal auditors (outside the presence of management) to discuss the integrity of our financial reporting processes and internal controls and the steps taken to monitor and control related risks. In addition, at almost every meeting the committee receives a management presentation designed to give the committee a better understanding of our operations and how the subject of the presentation impacts our overall operational risk. More information about the audit committee can be found above under the heading “Board Committees” and below in the Report of the Audit Committee and Independent Registered Public Accountants sections.

•Compensation Risk. The compensation committee evaluates risks associated with our executive compensation program. The activities of the compensation committee in this regard are described in more detail in the Compensation Discussion and Analysis section below. The compensation committee is assisted by the incentive compensation committee, which is composed of senior management and reports directly to the compensation committee. The incentive compensation committee reviews our cash and equity incentive compensation arrangements (for both executive and non-executive employees) so that these arrangements appropriately balance risks and financial rewards in a manner that does not encourage or expose the Bank or the Company to imprudent risks, whether financial, credit, regulatory or otherwise. Annually, management submits to the incentive compensation committee a risk assessment that describes both the risks presented by our incentive compensation arrangements and the procedures in place designed to mitigate the risks that have been identified. This risk assessment is then presented to the compensation committee for its review. As part of this review process, these committees may recommend changes to incentive plans or the adoption of additional procedures to further mitigate the risks presented by our incentive compensation arrangements.

Policies and procedures that we have adopted to address risks associated with our executive compensation program are described in the Compensation Discussion and Analysis section below. Other compensation-related risk mitigation practices apply to specific groups of employees. For example, our lenders may be eligible for incentives based on their loan production. This creates a risk that a lender may try to make riskier loans to boost his or her incentive. We address this risk by, among other things, requiring that a lender satisfy loan quality thresholds consistent with our overall goals for loan portfolio performance as a condition to his or her eligibility to receive an incentive payment. As another example, mortgage originators are compensated on a commission basis, based on the volume of loans originated. This creates a risk that employees may focus on high-income areas, to the exclusion of low- and moderate-income areas, exposing us to criticism from a fair lending perspective, among other things. We address this risk by adopting goals for low income and minority lending. On an ongoing basis the incentive compensation committee monitors our incentive compensation arrangements to determine whether additional risk mitigants are necessary.

•Interest Rate and Liquidity Risk. This risk is monitored by the ERM committee. Our goal is to structure our asset-liability composition in a way that (1) maximizes our net interest income while minimizing the adverse impact of changes in interest rates on interest income and capital and (2) provides adequate sources of short and long-term liquidity both under the current interest rate environment and under various hypothetical interest rate scenarios. The asset/liability committee, a management committee reporting to the ERM committee, monitors our interest rate sensitivity and makes decisions relating to that process.

At each board meeting, the board of directors receives reports and other information on the committee’s activities since the prior board meeting. To the extent that any risk reported to the full board needs to be addressed outside the presence of management, the board may call an executive session to discuss the issue.

In addition to our full board of directors and committee structure, Mr. Waycaster, who as chief executive officer ultimately is responsible for management’s implementation of our risk management processes, supports the board's

oversight of risk by providing access to adequate and timely reports and information, access to employees and the prompt implementation of recommendations by our committees. Mr. Creekmore, as lead director, leads an independent review of the risk assessments developed by management and reported to the committees. Finally, we have a chief risk officer who leads management’s assessment of the risks we face, the determination of risk tolerance levels and the implementation of effective risk management processes and procedures.

Director Education. Our board recognizes that, to fulfill its risk oversight duties and satisfy its other responsibilities, it is essential that each director stays abreast of developments in the financial services industry and the risks facing financial institutions similar to us as well as corporate governance best practices for publicly-traded companies. The board taps internal and external resources to obtain the necessary education and training. Multiple times each year, Renasant’s management or our external advisors conduct board presentations on the policies, procedures and controls governing every facet of our operations, including our practices regarding the identification, assessment and mitigation of the various risks facing us. These presentations assist directors not only in performing their risk-oversight responsibilities on various committees but also in performing an informed review of the work of committees on which they do not serve. Each committee also periodically receives management presentations on topics relevant to the committee’s work. In 2021, full board presentations included training from our chief compliance officer on regulatory compliance policies and procedures, while our general counsel gave a presentation of board oversight of environmental, social and governance matters, training on insider trading and other federal securities law matters impacting the board, and a corporate governance update. In addition, outside counsel briefed the board on anticipated changes to regulatory agencies and their enforcement priorities as a result of the new presidential administration.

Members of the board are also expected to avail themselves of external education opportunities to enhance their knowledge of corporate governance and operational risks facing the Company and the banking industry in general and to improve their ability to oversee management in identifying and mitigating these risks. The Company bears the cost of the directors’ external education.

Director Selection and Diversity

The nominating committee evaluates and recommends potential new directors based on the needs of the board and Renasant generally. In addition, as noted in the discussion of our director, board and committee assessment process under the “Board of Directors” heading above, the nominating committee facilitates the board’s assessment of each director whose term is expiring at an upcoming annual meeting. The purpose of this assessment, which will be expanded to all directors beginning in 2022, is to determine if each director is making the expected contributions to the board such that he or she should continue as a member of the board. The committee’s objective is to craft a board composed of individuals with a broad mix of backgrounds and experiences and possessing, as a whole, the experience, qualifications and skills necessary to guide a publicly-traded financial institution like Renasant.

Although there is no formal policy, as stated in our Governance Guidelines Renasant believes that board membership should reflect diversity in its broadest sense in order to promote the inclusion of different perspectives and ideas. The nominating committee considers a candidate’s gender, age, ethnicity, experience, education, geographic location (focusing on areas where Renasant operates) and difference of viewpoint when evaluating his or her qualifications for election to the board. The following matrix presents the current racial and gender characteristics of our board:


Board Diversity Matrix (As of March 14, 2022)
Total Number of Directors	13
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	11	0	0
Part II: Demographic Background
African American or Black	0	1	0	n/a
Alaskan Native or Native American	0	0	0	n/a
Asian	0	0	0	n/a
Hispanic or Latinx	0	0	0	n/a
Native Hawaiian or Pacific Islander	0	0	0	n/a
White	2	10	0	n/a
Two or More Races or Ethnicities	0	0	0	n/a
LGBTQ+	0
Did Not Disclose Demographic Background	0

In addition to the eligibility requirements included in our Bylaws, the following qualifications and qualities, among others, are studied by the nominating committee when evaluating a candidate to be nominated for election to our board:

•“Independence” within the meaning of the Nasdaq Listing Rules and SEC rules and regulations;

•Significant business experience in banking, financial services or other business, or in marketing, finance, legal, accounting or other professional disciplines;

•Diversity, as described above;

•Familiarity with and participation in the communities in which we operate;

•Prominence and a highly-respected reputation in his or her profession;

•A proven record of honest and ethical conduct, personal integrity and independent judgment;

•The ability to represent the interests of our shareholders and other stakeholders (including, for example, our employees and customers and the communities we serve); and

•The ability to devote time to fulfill the responsibilities of a director and to enhance his or her knowledge of the banking and financial services industry.

Usually, nominees for election to the board are proposed by the current members of the board or executive management. The nominating committee will also consider candidates that shareholders and others recommend, and the committee uses the same criteria in assessing shareholder-recommended candidates as it does for candidates proposed by the committee, another board member or executive management. More information about the process for shareholder recommendations may be found below under the heading “Shareholder Communications” in the paragraph titled “Process for Shareholder Recommendations.”

Related Person Transactions

Review and Approval of Related Person Transactions. The board reviews transactions involving related persons to determine that the terms are substantially the same as the terms that would be expected if the transaction were with a person or entity that is not related to us or the Bank. To identify related person transactions, our directors and executive officers annually complete a Regulation O questionnaire (in the summer) and a Director and Officer Questionnaire (in December). Both questionnaires require our directors and executive officers to disclose their related persons and any transactions with us in which they or a related person has an interest. In addition, we

review loan and deposit balances as well as accounts payable to vendors to further identify transactions in which a related party may have an interest.

The types of transactions that must be reviewed and approved or ratified by the board of directors include extensions of credit, real property leases and other business relationships. When the board reviews and approves or ratifies transactions, the director or executive officer associated with the matter is not present while discussions and deliberations are held and, if the transaction involves a director, the director must abstain from voting on the matter.

Indebtedness of Directors and Executive Officers. Certain of our directors and executive officers, members of their immediate families and businesses with which they are associated are customers of the Bank and have entered into loan transactions with the Bank. These transactions were made in the ordinary course of the Bank’s business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company or the Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. The Bank’s board of directors approved all such loans in accordance with the Federal Reserve’s Regulation O and other bank regulatory requirements.

Other Ordinary Course Transactions. In addition to the loan transactions described above, we have deposit and other financial services-related relationships in the ordinary course of the Bank’s business with our directors and executive officers, members of their immediate families and businesses with which they are associated, and we expect to engage in similar transactions with these persons in the future. All depository and other financial services-related relationships with these persons were made in the ordinary course of the Bank’s business and involved substantially the same terms, including interest rates and fees (as applicable), as those prevailing at the time for comparable relationships with persons not related to the Company or the Bank.

Employment Relationships. As discussed above under the heading “Director Independence,” the Bank employs Dr. Heyer’s son as a senior managing director of Park Place Capital Corp., the Bank’s financial advisor subsidiary. In 2021, his total compensation was $172,291, which is consistent with the compensation paid to similarly-situated employees. Dr. Heyer’s son is not an “executive officer” of the Company as that term is defined under SEC rules.

Legal Proceedings Involving a Director or Executive Officer and the Company or the Bank

We are not aware of any current legal proceedings where any of our directors, executive officers or other affiliates, any holder of more than 5% of our common stock, or any of their respective associates, is a party adverse to, or has a material interest adverse to, us, the Bank or any of our other subsidiaries.

Shareholder Communications

Receipt of Proxy Materials. If you received a paper copy of this proxy statement, you can elect to receive future proxy materials over the internet. Please refer to your proxy card for instructions for requesting electronic delivery of our proxy materials. If you received the Notice describing the electronic availability of our proxy materials, you may obtain a paper copy of the materials. Please refer to the Notice for instructions for ordering a paper copy of the proxy materials and selecting a future delivery preference.

Shareholder Questions. Although we have no formal policy, shareholders may send communications to the board and individual directors by contacting James C. Mabry IV, our Chief Financial Officer, in one of the following ways:

•By writing to Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, Attention: Chief Financial Officer;

•By e-mail to Jim.Mabry@renasant.com; or

•By phone at (662) 680-1281.

Mr. Mabry will forward to the audit committee any communication concerning employee fraud or accounting matters, and he will forward to the full board any communication relating to corporate governance or requiring action by the board of directors. Mr. Mabry will directly respond to communications that may be addressed most effectively by management.

Process for Shareholder Recommendations. Shareholders may recommend candidates for election to the board of directors. Recommendations should be addressed to Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, Attention: Secretary. Recommendations must be submitted to us no earlier than December 27, 2022, and no later than January 26, 2023, for consideration as a possible nominee for election to the board at our 2023 annual meeting.

The advance notice and eligibility provisions that apply to shareholder recommendations of director candidates are set forth in Article III, Section 9, of our Bylaws, a copy of which is available upon request. Among other things, a shareholder’s notice must include the following information as to each nominee:

•The reason for making the nomination;

•All arrangements or understandings between or among the recommending shareholder(s) and the nominee, as well as any information that would have to be disclosed under Item 404 of Regulation S-K if the recommending shareholder (and any beneficial owner on whose behalf the recommendation has been made) were the registrant;

•All information relating to the nominee that is required to be disclosed in solicitations of proxies for the election of directors in a contested election pursuant to the Exchange Act and the rules and regulations promulgated thereunder; and

•The nominee’s written consent to being named in the proxy statement and to serve as a director if elected.

A shareholder’s notice must also include the name and address of the nominating shareholder and information relating to, among other things (1) all direct and indirect ownership interests (including hedges, short positions and derivatives) and economic interests in our stock (such as rights to dividends) and all proxies and other arrangements to vote our stock held by the nominating shareholder and (2) all other information that the shareholder would be required to disclose under Section 14 of the Exchange Act in connection with the solicitation of proxies by a shareholder in a contested election. If a shareholder intends to recommend a nominee for election as director on behalf of the beneficial owner of the shares that the recommending shareholder is the record owner of, the recommending shareholder must also provide the information described above with respect to the beneficial owner.

Shareholder Proposals for the 2023 Annual Meeting. At the annual meeting each year, the board of directors submits to shareholders its nominees for election as directors, a non-binding advisory resolution relating to our executive compensation and a proposal to ratify the audit committee’s appointment of our independent registered public accountants for that fiscal year. In addition, the board may submit other matters to the shareholders for action at the annual meeting. Shareholders may also submit proposals for action at the annual meeting.

Shareholders interested in submitting a proposal for inclusion in our proxy materials for the 2023 Annual Meeting of Shareholders may do so by following the procedures described in Rule 14a-8 of the Exchange Act. If the 2023 annual meeting is held within 30 days of April 26, 2023, shareholder proposals must be received by our Secretary at 209 Troy Street, Tupelo, Mississippi 38804-4827, no later than the close of business on November 11, 2022 and otherwise satisfy the requirements of Rule 14a-8, in order for such proposals to be considered for inclusion in the proxy statement and form of proxy relating to such meeting.

Shareholders interested in submitting a proposal at the 2023 Annual Meeting of Shareholders but without inclusion in our proxy materials, including any proposal relating to the nomination of an individual to be elected to the board of directors, must give timely written notice thereof in writing to the Secretary in compliance with the advance notice and eligibility requirements contained in our Bylaws. To be timely, a shareholder’s notice must be delivered to the Secretary at 209 Troy Street, Tupelo, Mississippi 38804-4827 not less than 90 days nor more than 120 days prior to the first anniversary of the immediately preceding year’s annual meeting. If, however, the date of the annual meeting is advanced by more than 30 days or delayed by more than 90 days from such anniversary date, notice by the shareholder to be timely must be delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if public announcement of the date of such meeting is made less than 120 days in advance, the 10th day following the date of the first public announcement of the date of such meeting. The notice must contain information specified in our Bylaws about each nominee or the proposed business and the shareholder making the nomination or proposal.

Under our Bylaws, based on the meeting date of April 26, 2022 for the 2022 Annual Meeting of Shareholders, a qualified shareholder who wishes to introduce a proposal or nominate a director at the 2023 Annual Meeting of

Shareholders but without the inclusion of the proposal or nomination in our proxy materials for the meeting must give written notice to our Secretary not earlier than the close of business on December 27, 2022, and not later than the close of business on January 26, 2023.

The advance notice provisions in our Bylaws also provide that in the case of a special meeting of shareholders called for the purpose of electing one or more directors, a shareholder may nominate a person or persons (as the case may be) for election to such position(s) if the shareholder’s notice is delivered to the Secretary at the above address not earlier than the 120th day prior to the special meeting and not later than the close of business on the later of the 90th day prior to the special meeting or, if public announcement of the date of such meeting is made less than 120 days in advance, the 10th day following the date of the first public announcement of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting.

The specific requirements of our advance notice and eligibility provisions are set forth in Article III, Section 9 of our Bylaws, a copy of which is available upon request. Requests should be sent to the Secretary at 209 Troy Street, Tupelo, Mississippi 38804-4827.

BOARD MEMBERS AND COMPENSATION

Members of the Board of Directors

The following information lists each member of our board of directors who will continue after the 2022 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 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.


Name	Age	Class	Background, Experience, Qualifications and Skills
Donald Clark, Jr. Director since 2017	72	1	Background: Mr. Clark is senior counsel in 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 of which are located within 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	71	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., or "Capital," 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, 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.


Name	Age	Class	Background, Experience, Qualifications and Skills
Connie L. Engel Director since 2018	69	1	Background: Ms. Engel is a partner in the Atlanta Office Division of Childress Klein, Inc., a commercial real estate firm engaged in the development, management and leasing of commercial real estate throughout the southeastern United States. Ms. Engel oversees Childress Klein’s Senior Living and Brokerage divisions in Atlanta, Georgia. 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	63	1	Background: Mr. Waycaster has served as our and the Bank’s Chief Executive Officer since May 1, 2018, and he has been President of the Company and the Bank since January 2016. Prior to assuming his current position, Mr. Waycaster was our Chief Operating Officer since January 2016. Prior to being named President, Mr. Waycaster was our Executive Vice President since February 2003 and a Senior Executive Vice President since June 2005. He served as Chief Administrative Officer of the Bank from April 2007 to January 2016. Mr. Waycaster served as President of the Mississippi Division of Renasant Bank from January 2005 to April 2007; previously Mr. Waycaster served as Executive Vice President and Director of Retail Banking of the Bank from 2000 until December 2004. 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 of the Bank’s areas of operation. 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	66	2	Background: Mr. Creekmore is a consultant to United Furniture Industries, Inc., where he served as general counsel from July 2017 until July 2021. Prior to becoming general counsel of United Furniture, 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 works in Verona, Mississippi, and helps shape our policies with respect to our smaller markets.


Name	Age	Class	Background, Experience, Qualifications and Skills
Jill V. Deer Director since 2010	59	2	Background: Ms. Deer is Chief Administrative Officer for Brasfield & Gorrie, L.L.C., one of the nation’s largest privately-held construction firms, and a member of the company's executive team. In her role as Chief Administrative Officer, Ms. Deer is responsible for strategic planning and leads, among other areas, Brasfield & Gorrie's human resources, legal, insurance and risk, and corporate responsibility groups. Prior to joining Brasfield & Gorrie 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: 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. Furthermore, Ms. Deer’s professional experience in the real estate and construction industries gives the board an additional resource in understanding the risks and trends associated with commercial real estate, especially because Brasfield & Gorrie operates in many of the same markets in which Renasant is located. 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	66	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: 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.
E. Robinson McGraw Director since 2000	75	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.


Name	Age	Class	Background, Experience, Qualifications and Skills
Sean M. Suggs Director since 2018	56	2	Background: Mr. Suggs is the Vice President, Social Innovation, for Toyota Motor North America. In this position, Mr. Suggs is 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 this position, Mr. Suggs was vice president of manufacturing and administration at the Mississippi vehicle assembly plant. Prior to joining the automotive industry in 2008, Mr. Suggs served eight years in the United States Army. Experience/Qualifications/Skills: Given his position overseeing the diversity, inclusion and sustainability efforts of an entity spanning the entire North American continent, 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. Furthermore, prior to his current role, Mr. Suggs oversaw the operations of an automobile manufacturing plant. 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 acquired in overseeing manufacturing operations at Toyota’s plant in Mississippi enhance the board’s oversight of the Bank’s operations.
Gary D. Butler, Ph.D. Director since 2020	51	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. He has served as a director of the Bank since April 2019. 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, business continuity planning and cybersecurity. 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.


Name	Age	Class	Background, Experience, Qualifications and Skills
John T. Foy Director since 2004	74	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 was, and Lane Furniture Industries is, engaged in the manufacture of upholstered and wooden furniture. Experience/Qualifications/Skills: 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. Also, Mr. Foy’s experience as the president 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 corporate governance.
Richard L. Heyer, Jr. Director since 2002	65	3	Background: Dr. Heyer has been 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 is a business owner in the medical industry and adds this perspective to board discussions.
Michael D. Shmerling Director since 2007	66	3	Background: Mr. Shmerling has served as chairman of Choice Food Group, Inc., a manufacturer and distributor of food products, since July 2007 and chairman of Clearbrook Holdings Corp. (formerly XMI Holdings Inc.) since 1999. Mr. Shmerling previously served as a senior advisor to Kroll, Inc., a risk consulting company, from August 2005 to June 2007 and an executive vice president of Kroll, Inc. from August 2000 to June 2005. Effective as of May 2001, he also served as Chief Operating Officer of Kroll. Mr. Shmerling was appointed a director of the Company upon the completion of our acquisition of Capital in July 2007. Mr. Shmerling is also a director for Healthstream, Inc., a publicly-traded company, and serves as chairman of the company's audit committee. Experience/Qualifications/Skills: Mr. Shmerling’s business and philanthropic endeavors in the Nashville market provide us with opportunities to create new business relationships and grow market share in this key area. In addition, his 44-year professional history as a licensed CPA (now inactive) in public and private practice provides the board with a broad range of financial knowledge and business acumen. Mr. Shmerling is experienced in assessing and mitigating risk and formulating policies designed to minimize risk exposure. In addition, his experience as an officer and director of publicly-traded companies gives the board another resource for issues specific to publicly-traded companies in the areas of financial reporting and corporate governance.

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, Pearl Meyer & Partners, LLC, or “Pearl Meyer,” provides the compensation committee with information about peer group compensation practices and recommendations for non-employee directors. The compensation committee reviews the Pearl Meyer 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 committee’s recommendations and ordinarily ratifies the recommended compensation. Any modifications are implemented after our annual meeting, except that for 2022 the modifications took effect on January 1 because the board elected to eliminate per-meeting fees as a component of non-employee director compensation effective as of the start of the year.

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 compensation peer group using information obtained from Pearl Meyer about the practices of companies in the group. More information about our compensation peer group can be found in the Compensation Discussion and Analysis section below under the heading “Compensation Committee Practices - Peer Groups.” 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). In 2021 meeting fees were the same for committee members, but chairs received an additional amount. We do not 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 compensation 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, 2021.


2021 DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash		Stock Awards		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
A	B		C		D		E		F
Gary D. Butler	$	69,750	$	65,201	$	—	$	1,290	$	136,241
Donald Clark, Jr.	55,250		65,201		3,076		1,290		124,817
John M. Creekmore	87,000		65,201		26,362		11,963		190,526
Albert J. Dale, III	85,500		65,201		930		11,219		162,850
Jill V. Deer	67,500		65,201		5,753		1,290		139,744
Marshall H. Dickerson(1)	28,500		—		—		4,148		32,648
Connie L. Engel	67,500		65,201		—		1,290		133,991
John T. Foy	82,500		65,201		—		2,034		149,735
R. Rick Hart(1)	21,375		—		1,209		675		23,259
Richard L. Heyer, Jr.	68,000		65,201		—		1,290		134,491
Neal A. Holland, Jr.	91,250		65,201		—		15,531		171,982
Michael D. Shmerling	70,875		65,201		—		11,219		147,295
Sean M. Suggs	62,250		65,201		305		1,290		129,046

(1)Messrs. Dickerson and Hart retired from our board effective as of the 2021 annual meeting of shareholders.

Compensation reported in the table above represents both cash payments and the value of other forms of payments and benefits as follows:

•Column B - Fees Earned or Paid in Cash. Amounts in this column reflect the retainers and meeting fees we paid to our non-employee directors in 2021. Fees 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 in the amount of $50,000;

•Our lead director received an additional retainer in the amount of $15,000;

•The chair of the audit committee received an additional retainer in the amount of $10,000, the chairs of the executive, compensation and nominating committees each received an additional retainer in the amount of $7,500 and the chair of the Bank's credit review committee received an additional retainer in the amount of $6,000; and

•Members received $500 for each meeting they attended and committee chairs who did not receive an additional retainer received $750 for each meeting chaired (including meetings of Bank committees).

•Each of our non-employee directors who serves on one of our state bank 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 state bank board committee meetings.

•Column C - Stock Awards. On April 27, 2021, each director received a time-based restricted stock award of 1,555 shares of our common stock that will vest at the 2022 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 13, “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, 2021 for a discussion of the assumptions used to derive the fair value of our restricted stock.

•Column D - Changes in Pension Value and Nonqualified 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.

•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 retainer and fees 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 2.93% in 2021. 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.

EXECUTIVE OFFICERS

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.” All of our executive officers are appointed annually by our board and serve at the discretion of the board except for our “named executive officers,” who are Messrs. McGraw, Waycaster, Mabry, Chapman and Perry, as well as Messrs. Cochran and Jeanfreau, each of whom is party to an employment agreement.


Name	Age	Position
Tracey Morant Adams	56	Our Executive Vice President and a Senior Executive Vice President of the Bank since April 2018. Ms. Adams has served as the Bank’s Chief Community Development and Corporate Social Responsibility Officer since November 2016. Ms. Adams served as Senior Vice President of Small Business and Community Development from November 2013 until November 2016. Prior to joining the Bank in November 2013, Ms. Adams was Executive Director of Economic Development for The City of Birmingham, leading economic and community development projects.
James R. “Bo” Baxter, III	38	Our and the Bank’s Chief Risk Officer since July 2021. From May 2016 until July 2021, Mr. Baxter served as Executive Vice President and Chief Compliance Officer of the Bank. Prior to joining us and the Bank, Mr. Baxter served as an Examiner with the State of Mississippi’s banking department and and attorney at Balch and Bingham LLP.
Kevin D. Chapman	46

SEC Form DEF 14A filed by Renasant Corporation