Abney Boxley
PINNACLE FINANCIAL PARTNERSAbout Abney S. Boxley, III
Abney S. Boxley, III (age 67) is PNFP’s Lead Independent Director (since March 1, 2024) and a director since June 16, 2017; he is deemed independent under Nasdaq rules . He holds a BA in Economics from Washington & Lee University and an MBA from the University of Virginia; his career spans CEO and senior roles in construction materials, public-company board service, and extensive audit/governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boxley Materials Company | President & CEO | 1988 – Oct 2018 | Led strategy and M&A; extensive financial management |
| Summit Materials, Inc. | East Region President; EVP; Consultant | Oct 2018 – Dec 2020; Jan–Dec 2021; Consultant since Dec 2021 | Governance/operations; public company context |
| Valley Financial Corporation/Valley Bank | Founding Director; Board Chair; Executive Committee Chair | Pre-2015; acquired by BNC in Jul 2015 | Led board/executive committee; bank governance |
| BNC Bancorp | Director | Jul 2015 – Jun 16, 2017 (PNFP acquisition) | Bank holding company director |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| RGC Resources, Inc. (public natural gas co.) | Director | Since 1994 | Audit; Compensation |
| Insteel Industries, Inc. (public steel wire manufacturer) | Director; Nominating & Governance Chair | Since Mar 2018 | Nominating & Governance Chair |
| Boxley Ready Mix; Boxley Family, LLC | Chairman | Since Dec 2021 | Private entities |
| Non-profit/Regional orgs (e.g., Carilion Clinic, Business Council, Roanoke Regional Partnership, Roanoke Valley Development Foundation, Virginia Western CC Educational Foundation, GO Virginia Regional Council) | Director | Past five years | Board oversight (non-SEC registrants) |
Interlocks: G. Kennedy Thompson, a PNFP director, also serves on the board of Insteel Industries, Inc., creating an external board interlock with Boxley .
Board Governance
- Independence: Determined independent; 77% of PNFP’s board independent in 2024; expected 75% post-meeting .
- Lead Independent Director: Assumed March 1, 2024; chairs executive sessions (four in 2024) and serves as conduit to management .
- Attendance: Board met six times in 2024; all directors met at least the 75% attendance requirement; all attended the 2024 annual meeting .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 4 | Leads nominations and ESG oversight |
| Audit | Member | 8 | Financial reporting oversight; independent-only membership |
| Risk | Member | 4 | Enterprise risk oversight; independent-only membership |
| Trust (Bank) | Member | 4 | Oversees fiduciary/trust operations |
| Executive | Member | 12 | Acts between board meetings; asset-liability oversight |
Fixed Compensation
| Component | March 1, 2024–March 1, 2025 | March 1, 2025–March 1, 2026 |
|---|---|---|
| Annual cash retainer | $65,000 | $65,000 |
| Lead Director cash retainer | $35,000 | $35,000 |
| Committee chair retainers (if applicable) | Nominating & Governance: $12,500 | Nominating & Governance: $12,500 |
| Committee member retainers | Executive: $12,000; Audit: $12,000; Risk: $10,000; Trust: $7,500; Nominating & Governance: $7,500 | Executive: $12,000; Audit: $12,000; Risk: $10,000; Trust: $7,500; Nominating & Governance: $7,500 |
| Director compensation cap | Max $500,000 per year, inclusive of cash and equity | Max $500,000 per year, inclusive of cash and equity |
| 2024 Director Compensation (Actual) | Cash Fees | Stock Awards (Grant-date FV) | Total |
|---|---|---|---|
| Abney S. Boxley, III | $154,000 | $80,000 | $234,000 |
Context: PNFP director total comp near 74th percentile of peer group in 2024; cash ~85th percentile; equity ~50th percentile .
Performance Compensation
| Equity Instrument | Grant Date | Shares/Value | Vesting Terms | Vesting Date |
|---|---|---|---|---|
| Restricted shares (time-based) | Mar 1, 2024 | 989 shares; $80,000 grant-date fair value | Restrictions lapse if director attends ≥75% of assigned Board/committee meetings during period | Mar 1, 2025 |
| Restricted shares (planned) | Mar 1, 2025 | $80,000 (shares determined by grant-date price) | Same as above | Mar 1, 2026 |
PNFP does not currently grant stock options to directors; last option grants were in 2008 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| Insteel Industries, Inc. | Director; Nominating & Governance Chair | Nominating & Governance Chair | Interlock with PNFP director G. Kennedy Thompson (also an Insteel director) |
| RGC Resources, Inc. | Director | Audit; Compensation | Utility industry exposure |
| BNC Bancorp (prior) | Director | — | Bank holding company director until PNFP acquisition |
Expertise & Qualifications
- Financial management and governance leadership, including audit committee service and chairing nominating/governance at public companies .
- Extensive M&A execution and strategic analysis from CEO and executive roles in construction materials .
- Prior founding director and chair roles at Valley Financial/Valley Bank; public bank board experience at BNC .
- Academic credentials: BA Economics (Washington & Lee); MBA (University of Virginia) .
Equity Ownership
| Holder | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Abney S. Boxley, III (aggregate) | 45,064 | 0.06% | Footnote includes 13,087 shares via Boxley Family LLC and 6,971 in children’s accounts |
| Options exercisable within 60 days | — | — | PNFP does not currently grant options to directors |
| Depositary shares (Series B Preferred) | None disclosed for Boxley | — | Other directors own; Boxley not listed |
| Pledging status | No Boxley pledge disclosed; pledging disfavored and excluded from guideline compliance |
Stock ownership guidelines: Directors must own shares valued at ~300% of average annual director compensation; unvested restricted shares excluded; all directors in compliance as of Dec 31, 2024 (market value per share used: $115.61) .
Governance Assessment
- Strengths: Independent Lead Director role enhances oversight; chairs Nominating & Governance; serves on Audit and Risk—strong alignment with board effectiveness and control environment; attendance and engagement confirmed by vesting and 2024 meeting records . Director equity and anti-hedging policy support alignment; ownership guidelines enforced with all directors compliant .
- Compensation and alignment: Mix of cash (role- and committee-linked) plus time-based equity with attendance condition; capped at $500k; peer benchmarking suggests competitive but not excessive equity component .
- Potential conflicts/related parties: PNFP discloses ordinary-course banking relationships with directors and affiliates on non-preferential terms; no adverse features; no Boxley-specific related-party issues flagged; monitor external interlock with Insteel (shared with PNFP director Thompson) for information flow and potential conflicts if PNFP banking relationships intersect with those companies .
- Signals: 2024 Say-on-Pay support at 94.2% indicates broad shareholder approval of compensation governance; lead independent executive sessions occurred four times in 2024, reinforcing independent oversight .
RED FLAGS: None disclosed specific to Boxley. No pledging of Boxley’s PNFP shares noted; hedging prohibited; related-party loans stated to be market-based; attendance met thresholds .
Additional context: Director compensation determined with independent consultant McLagan; PNFP maintains anti-hedging policy and disfavored pledging; Section 16 filings timely for 2024 .