Charissa Sumerlin
PINNACLE FINANCIAL PARTNERSAbout Charissa Sumerlin
Chief Credit Officer of Pinnacle Financial Partners (PNFP) since July 2024; age 49; joined Pinnacle in 2018 as a credit advisor, advanced to senior credit officer for Charlotte and South Carolina, and served as Deputy Chief Credit Officer (2022–July 2024). Prior experience includes SunTrust Bank (starting in 2002) and ~a decade at BB&T in roles including relationship manager, credit advisor, team lead, and regional credit officer, underpinning strong commercial credit and risk leadership credentials . PNFP’s pay-versus-performance disclosure shows 2024 net income of $475.1M, TBV accretion of 9.5%, and cumulative TSR since 2019 of $189.15 vs peer group $130.90, framing a performance-oriented culture Sumerlin now helps steward .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pinnacle Financial Partners | Deputy Chief Credit Officer | 2022–Jul 2024 | Led projects on credit rating and risk; prepared for transition to CCO |
| Pinnacle Financial Partners | Senior Credit Officer (Charlotte & SC) | pre-2022–2022 | Oversight across key markets; strengthened portfolio risk management |
| Pinnacle Financial Partners | Credit Advisor (Commercial Real Estate) | 2018–pre-2022 | Originated/underwrote CRE credits; built internal expertise |
| BB&T | Relationship Manager, Credit Advisor, Team Lead, Regional Credit Officer | ~2008–2018 | Managed regional credit teams; advanced underwriting discipline |
| SunTrust Bank | Early career roles | starting 2002 | Foundation in commercial banking and credit |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base salary schedule ($) | $500,000 (effective upon promotion 7/16/24) | +3.5% increase (amount not disclosed) |
| Base salary paid ($) | $434,500 (reflects mid-year increase) | Not disclosed |
| AIP target (% of base) | 40% | 60% |
| AIP maximum (% of base) | 50% | 75% |
| AIP actual payout ($) | $170,297 (98% of target) | Not disclosed |
Performance Compensation
| Component | Metric | Target | Actual/Result | Payout Impact |
|---|---|---|---|---|
| AIP 2024 (75% weight) | Adjusted FDEPS | $7.00 (max at $7.22) | $6.89 (adjusted) | 68.5% of the FDEPS component |
| AIP 2024 (25% weight) | Adjusted Total Revenues | $1.740–$1.820B (target to max) | $1.797B (adjusted) | 29.5% of the revenue component |
| AIP 2024 Total | Weighted composite | — | 98.0% of target; Sumerlin payout $170,297 | Firmwide “win together” payout |
| LTI 2024 RSUs | Time-based RSUs | 90 units | Vests 33% annually over 3 years (to 2027) | Retention balance |
| LTI 2024 PSUs | ROATCE/TBV Accretion (peer relative), 3-year | 209 target units; capped at 100% for Sumerlin; no TSR modifier | Earned based on 2024–2026 relative performance; subject to soundness thresholds | Performance-aligned equity |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Record Date 2/20/2025) | 2,093 shares |
| Updated ownership (Form 4) | 2,219 shares after 3/11/2025 transaction; sale of 41 shares at $99.42 (~$4,076) |
| RSUs not yet vested (12/31/2024) | 185 units; market value $21,162 |
| PSUs unearned (12/31/2024, max assumption in table) | 625 units; market value $71,494 (Sumerlin’s awards capped at target in award design) |
| Shares withheld for taxes (2024 vesting) | 122 shares withheld (firmwide policy references) |
| Ownership guidelines (executives) | CCO guideline = 150% of base salary; Sumerlin noted as owning 2,093 shares and, as a newly promoted CCO, not yet at minimum; pledged shares excluded from compliance |
| Hedging/Pledging policy | Hedging prohibited; pledging disfavored and excluded from guideline compliance |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement type | Change-in-control agreement (auto-renews annually) |
| Trigger | Double trigger: termination without “cause” or by executive for “cause” within 12 months post-CoC |
| Severance multiple | 2× (base salary + target bonus) plus pro rata target bonus for year of termination; any unpaid earned bonus |
| Illustrative CoC payout (as of 12/31/2024) | Base $500,000 + target bonus $173,800 → accelerated cash $1,347,600; pro rata bonus $173,800; health insurance $28,800; equity value $92,656; total ~$1,642,856 |
| Equity treatment upon CoC | Unvested RSUs/PSUs vest; PSUs vest at greater of target or performance-to-date; Special PSUs (2022) forfeited |
| Clawback policy | SEC-compliant recovery of incentive-based comp for restatements over prior 3 years; AIP clawback if payouts based on materially inaccurate metrics |
PNFP Performance Context (for pay-for-performance alignment)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000s) | $560,742 | $562,152 | $475,056 |
| TBV Accretion (%) | 5.1% | 14.8% | 9.5% |
| Adjusted Total Revenues ($B) | — | $1.695 | $1.797 |
| Adjusted revenue growth YoY (%) | — | — | 9.8% over 2023 |
Compensation Peer Group and Governance
- Pinnacle’s compensation peer group (21 regional banks across $20–$100B assets) informs targets set to drive top-quartile ROATCE/TBV accretion; consultant McLagan (Aon) advises Compensation Committee .
- 2024 Say-on-Pay approval was 94.2%, indicating broad shareholder support for program design .
Additional Events: Merger Golden Parachute Illustrations (2025 SNV/PNFP)
- In the September 2025 DEFM14A, “golden parachute” estimates for Sumerlin at closing: cash $2,042,151 (includes 125% “single-trigger” 2025 bonus plus 2× salary+target bonus upon qualifying termination), equity $1,084,559; total $3,126,710 . Terms confirm Sumerlin has a CIC agreement; severance is double-trigger .
Investment Implications
- High alignment with performance: Sumerlin’s equity mix includes capped PSUs tied to peer-relative ROATCE/TBV accretion without TSR uplift, emphasizing credit discipline over market beta; RSUs vest over three years supporting retention .
- Retention risk moderate: CIC protection at 2× salary+bonus and immediate equity vesting reduces departure risk post-transaction, but below-guideline ownership (as a new CCO) and modest personal stock (2,093–2,219 shares) suggest incremental runway to full alignment .
- Selling pressure minimal: Recent Form 4 (41 shares) immaterial and likely tax/administrative versus discretionary liquidation; RSU/PSU cadence and soundness thresholds create measured vesting rather than near-term overhang .
- Governance quality: Robust clawback adoption and anti-hedging, peer-driven targets, and strong say-on-pay support mitigate pay risk; credit function focus under Sumerlin is aligned with firm priorities given 2024 adjusted revenue growth (+9.8%) and TBV accretion (+9.5%) .