Charles Brock
PINNACLE FINANCIAL PARTNERSAbout Charles E. Brock
Independent director of Pinnacle Financial Partners (PNFP). Age 60; director since July 31, 2015. CEO of Brock Partnerships, LLC; former CEO of Launch Tennessee (2013–2018); co‑founder/CEO of Foxmark Media (sold to EYE Corp in 2006); organizer/director of CapitalMark Bank & Trust (acquired by PNFP in July 2015). Bachelor’s degree from the University of the South. Serves as a director of public company Dixie Group, Inc. . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brock Partnerships, LLC | Chief Executive Officer | Current | Provides consulting/investment capital to SMBs in the Southeast; entrepreneur ecosystem connectivity |
| Launch Tennessee | Chief Executive Officer | Jan 2013 – Sep 2018 | Led statewide entrepreneurship programming and capital formation initiatives |
| Foxmark Media | Co‑founder & CEO | 1998 – 2006 (sale) | Grew into leading mall advertising company; sold to EYE Corp in 2006 |
| CapitalMark Bank & Trust | Organizer & Director | Pre‑2015 (acquired by PNFP Jul 2015) | Banking experience; local Chattanooga market expertise |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Dixie Group, Inc. | Public company | Director | Carpet/rugs/hard surface flooring manufacturer |
| Community Foundation of Chattanooga | Non‑profit | Board member | Community engagement |
| The Benwood Foundation | Non‑profit | Board member | Philanthropy |
| Boys & Girls Club of Chattanooga | Non‑profit | Board member | Youth services |
| Outreach Haiti | Non‑profit | Board member | Charitable outreach |
| University of the South | Academic | Former Board of Trustees member | Alma mater governance |
Board Governance
- Independence: Listed among independent directors under Nasdaq Rule 5605(a)(2) .
- Board attendance: PNFP held 6 Board meetings in 2024; all incumbents attended at least 75% of Board and committee meetings during their service period in 2024 . Restricted stock granted March 1, 2024 vested March 1, 2025 upon meeting the ≥75% attendance condition, indicating he met the attendance threshold .
- Executive sessions: Independent directors held 4 executive sessions in 2024; Lead Independent Director role held by Abney S. Boxley .
- Committee assignments (2024 activity and current membership as of Mar 1, 2025):
- Human Resources & Compensation Committee – Member; 7 meetings in 2024 .
- Nominating & Corporate Governance Committee – Member; 4 meetings in 2024 .
- Community Affairs Committee – Member; 4 meetings in 2024 .
- Climate Sustainability Committee – Member; 4 meetings in 2024 .
- Not a committee chair; not Lead Independent Director .
Fixed Compensation
| Component | Rate/Amount | Source |
|---|---|---|
| Base cash retainer | $65,000 | |
| Committee member retainer – Human Resources & Compensation | $10,000 | |
| Committee member retainer – Nominating & Corporate Governance | $7,500 | |
| Committee member retainer – Community Affairs | $7,500 | |
| Committee member retainer – Climate Sustainability | $7,500 | |
| Equity retainer (restricted shares, grant-date value) | $80,000 | |
| 2024 actual director compensation – Cash | $97,500 | |
| 2024 actual director compensation – Stock awards (grant-date fair value) | $80,000 | |
| 2024 total director compensation | $177,500 | |
| Program cap (per non‑employee director per year) | $500,000 |
Notes:
- Director compensation structure for Mar 1, 2025 – Mar 1, 2026 remained unchanged from prior year (same cash and equity amounts; same committee retainers) .
- Benchmarking: PNFP’s average director total compensation for 2024 was near the 74th percentile of peers; cash component ~85th percentile; equity near 50th percentile (peer set: 21 banks, $25B–$100B assets) .
Performance Compensation
| Award Type | Grant Date | Shares Granted | Vest Condition | Vest/Restriction Lapse | Source |
|---|---|---|---|---|---|
| Restricted shares (annual director grant) | Mar 1, 2024 | 989 | Director must attend ≥75% of assigned Board/committee meetings during grant-to-vest period | Mar 1, 2025 (vesting condition satisfied) | |
| Restricted shares (annual director grant) | Mar 1, 2025 | 701 | Same attendance condition (restrictions lapse the following Mar 1) | Expected Mar 1, 2026 |
Additional observations:
- No director stock options or PSUs disclosed; equity for non‑employee directors is in the form of time/attendance‑based restricted shares .
- No discretionary bonuses, severance, or change‑of‑control provisions are disclosed for non‑employee directors (program described as cash + time‑based equity; annual cap applies) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Dixie Group, Inc. | Director | No PNFP‑specific related‑party transaction disclosed with Dixie Group; standard related‑party review applies generally (see RPT policy) . |
Expertise & Qualifications
- Entrepreneur/VC network leader (CEO, Brock Partnerships; founding partner, Chattanooga Renaissance Fund) providing SMB market insight in PNFP’s core markets .
- Public company board experience (Dixie Group, Inc.) .
- Banking market knowledge via CapitalMark organizer/director; deep Chattanooga regional knowledge .
- Community/non‑profit governance experience across multiple boards .
Equity Ownership
| Item | Amount/Status | As-of | Source |
|---|---|---|---|
| Common shares beneficially owned | 34,543 | Record Date (Feb 20, 2025) | |
| Ownership % of common shares | 0.04% | Record Date (Feb 20, 2025) | |
| Depositary shares (Series B Preferred, each = 1/40th share) | 100 | Record Date (Feb 20, 2025) | |
| Post‑transaction common shares (after Mar 1, 2025 grant) | 35,144 | Mar 1, 2025 |
Ownership policy and risk controls:
- Director stock ownership guideline: ~300% of average annual director compensation; until met, retain all vested restricted shares; excludes unvested restricted shares; measured using 15‑day average price ($115.61 as of Dec 31, 2024); all directors are in compliance, exclusive of any pledged shares .
- Anti‑hedging: Directors prohibited from short sales and hedging (puts, calls, collars, etc.); pledging is disfavored and excluded from ownership guideline calculations .
- Pledging disclosure: Footnotes identify one executive director (Callicutt) with pledged shares; no pledge disclosure for Brock .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares (+/−) | Price | Post-Transaction Holdings | SEC Filing |
|---|---|---|---|---|---|---|
| 2025-03-01 | 2025-03-03 | Award (A) | +701 | $0.00 | 35,144 | |
| 2024-12-12 | 2024-12-12 | Gift (G) | −600 | $0.00 | 34,443 | |
| 2024-03-01 | 2024-03-04 | Award (A) | +989 | $0.00 | 35,043 | |
| 2024-03-01 | 2024-03-04 | In‑kind tax withholding (F) | −239 | $82.72 | 34,054 | |
| 2023-12-12 | 2023-12-13 | Sale (S) | −2,000 | $80.914 | 34,293 | |
| 2023-03-01 | 2023-03-02 | Award (A) | +1,084 | $0.00 | 36,293 | |
| 2023-03-01 | 2023-03-02 | In‑kind tax withholding (F) | −174 | $74.09 | 35,209 |
Source: Insider-trades skill (Form 4 extraction); post‑transaction holdings as reported in filings.
Governance Assessment
- Strengths
- Independent director with broad entrepreneurial and regional banking network experience; active on four key committees (Compensation; Nominating & Governance; Community Affairs; Climate), supporting board oversight breadth .
- Attendance/engagement appears strong; equity vesting conditioned on ≥75% attendance was satisfied for the 2024–2025 cycle; all incumbents met ≥75% in 2024 .
- Ownership alignment: meaningful common stock holdings (34,543 shares, 0.04%); compliance with robust 300% ownership guideline; anti‑hedging and pledging‑disfavored framework reduces misalignment risk .
- Watch items
- Director pay benchmarking shows overall compensation near the 74th percentile with a relatively higher cash mix (~85th percentile) vs equity (~50th percentile), which can dilute long‑term alignment relative to peer equity emphasis; however, PNFP maintains a $500k cap and time‑based equity grants .
- Related‑party banking relationships are present at the firm level but governed by policy; Audit Committee reviews RPTs; no problematic loans and no Brock‑specific RPTs disclosed .
- Red flags
- None identified specific to Brock: no pledging flagged for him; no option repricings; no attendance shortfall disclosures .
Citations:
- Director biography, age, external roles, education, and regional expertise
- Independence, executive sessions, and governance policies
- Meetings and attendance
- Committee memberships and meetings
- Director compensation structure and actual compensation
- Program cap and director compensation philosophy
- Benchmarking peer analysis
- Security ownership table and preferred depositary shares
- Ownership guidelines, anti‑hedging, pledging policy, and compliance
- Related‑party transactions framework
- Form 4 insider transactions (see links above).