David Ingram
PINNACLE FINANCIAL PARTNERSAbout David B. Ingram
David B. Ingram (62) has served as an independent director of Pinnacle Financial Partners since July 5, 2016. He is chairman and CEO of Ingram Entertainment Inc. (since 1996), previously the nation’s largest distributor of DVDs and video games (now winding down), and was chairman of DBI Beverage Inc., which he founded in 2002 and sold on September 13, 2019. He has served on the boards of Avenue Financial Holdings, Inc. and Avenue Bank (2006–July 1, 2016, when Avenue was acquired by PNFP), is a board member of Vanderbilt University, a past chair and current board member of Montgomery Bell Academy, and president of The Golf Club of Tennessee. PNFP’s board classifies him as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingram Entertainment Inc. | Chairman & CEO | 1996–present | Formerly nation’s largest distributor of DVDs/video games; company is winding down operations due to technology shift |
| DBI Beverage Inc. | Chairman; Founder | 2002–Sep 13, 2019 | Sold on Sep 13, 2019; at sale it was the second largest beer distributor in California |
| Avenue Financial Holdings, Inc. / Avenue Bank | Director | 2006–Jul 1, 2016 | Served until PNFP acquired Avenue on Jul 1, 2016 |
| Ingram Industries Inc. | Assistant to the Treasurer | Prior to 1996 | Finance experience |
| Duke University | Development Officer | Prior to 1996 | University advancement |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Vanderbilt University | Board of Directors | Current | Community and higher-ed governance |
| Montgomery Bell Academy | Past Board Chair; Current Board Member | Current | Education non-profit governance |
| The Golf Club of Tennessee | President | Current | Private club leadership |
Board Governance
- Independence and tenure: Independent director under Nasdaq Listing Rule 5605(a)(2); director since 2016; PNFP board ~77% independent (expected 75% post-meeting).
- Attendance: Board held 6 meetings in 2024; all incumbent directors attended ≥75% of their board/committee meetings, the threshold for renomination.
- Executive sessions: Independent directors held 4 executive sessions in 2024; Lead Independent Director is Abney S. Boxley (also chair of Nominating & Corporate Governance).
- Committee assignments (2024 meetings in parentheses):
- Nominating & Corporate Governance Committee (member; 4 meetings). Chair: Abney S. Boxley.
- Community Affairs Committee (member; 4 meetings). Chair: Glenda Baskin Glover.
- Climate Sustainability Committee (member; 4 meetings). Chair: G. Kennedy Thompson; CEO is a non-voting member.
- Not on Audit or Compensation Committees (Audit held 8 meetings; Compensation 7; audit financial experts are Decosta E. Jenkins and Gregory L. Burns).
Fixed Compensation
Program schedule (non-employee directors; approved Jan 2025; unchanged YoY):
| Component | Mar 1, 2024 – Mar 1, 2025 | Mar 1, 2025 – Mar 1, 2026 |
|---|---|---|
| Annual equity retainer (restricted shares) | $80,000 | $80,000 |
| Annual cash retainer | $65,000 | $65,000 |
| Committee member retainers (selected) | Nominating & Governance: $7,500; Community Affairs: $7,500; Climate Sustainability: $7,500 | Nominating & Governance: $7,500; Community Affairs: $7,500; Climate Sustainability: $7,500 |
| Committee chair retainers (for reference) | Nominating & Governance: $12,500; Community Affairs: $6,250; Climate Sustainability: $6,250 | Nominating & Governance: $12,500; Community Affairs: $6,250; Climate Sustainability: $6,250 |
Ingram’s 2024 director pay:
| Year | Cash Fees | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $95,000 | $80,000 | $175,000 |
Peer positioning and program guardrails:
- 2024 average director total compensation near 74th percentile of peer group; cash component ~85th percentile; equity component ~50th percentile (McLagan analysis).
- Aggregate annual cap per non-employee director (cash + equity): $500,000 (2018 Equity Incentive Plan).
Performance Compensation
Director equity awards (restricted shares) and vesting framework:
| Grant Date | Shares Granted | Grant Value | Vesting Terms |
|---|---|---|---|
| Mar 1, 2024 | 989 shares | $80,000 | Restrictions lapse on Mar 1, 2025 conditioned on attending ≥75% of assigned Board/committee meetings between grant and vesting; this condition was applied and restrictions lapsed on Mar 1, 2025. |
| Mar 1, 2025 | 701 shares (Form 4) | Program indicates $80,000 retainer; actual share count based on grant-date close | Restrictions scheduled to lapse Mar 1, 2026 subject to ≥75% attendance from grant to vest per guidelines. |
Metric design (directors):
- Performance linkage is attendance-based for vesting (≥75% meeting attendance from grant to vest date). No TSR/financial metrics are used for director equity.
Other Directorships & Interlocks
| Company | Role | Public/Private | Tenure | Interlocks/Notes |
|---|---|---|---|---|
| Avenue Financial Holdings, Inc. / Avenue Bank | Director | Public (at the time) | 2006–Jul 1, 2016 | Avenue was acquired by PNFP on Jul 1, 2016. |
| Current other public company boards | — | — | — | None disclosed in PNFP 2025 proxy. |
Expertise & Qualifications
- Leadership and operating experience as chairman/CEO of Ingram Entertainment; founder/operator experience via DBI Beverage (built to No. 2 beer distributor in CA; sold in 2019).
- Governance roles in education and community institutions (Vanderbilt University; Montgomery Bell Academy), with recognized local business network in Nashville; PNFP cites his leadership and community contacts as valuable to the Board.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Record Date: Feb 20, 2025) | 125,719 common shares; 0.16% of outstanding. |
| Footnote disclosures | Disclaims beneficial ownership of 79,728 shares held in trusts for children (spouse is trustee) and 2,000 shares owned by spouse. |
| Preferred depositary shares | Owns 3,000 depositary shares, each representing 1/40th of one share of Series B Preferred Stock. |
| Ownership guidelines | Directors required to hold shares valued at ~300% of average annual director compensation; unvested restricted shares excluded; all directors in compliance (exclusive of pledged shares). |
| Hedging/pledging policy | Hedging prohibited; pledging disfavored and excluded from guideline compliance; annual certification required. |
| Pledged shares (Ingram) | No pledges disclosed for Ingram; pledge disclosure in 2025 proxy references another director (Callicutt). |
Insider Trades (Form 4 – last 12 months)
Notes: “D” = direct; “I” = indirect. Records above reflect individual Form 4 lines, which report post-transaction positions by ownership type and may not equal total beneficial ownership reported in the proxy. (Data retrieved via insider trades tool; see cited SEC filings for each line.)
Director Compensation Structure Notes
- Design and governance: Director pay reviewed annually by Compensation Committee using independent consultant McLagan; committee retains sole authority over advisors; objective to align with shareholders via cash and equity mix; separate $500k annual cap per director.
- Peer benchmarking: 2024 total director comp ~74th percentile of peers; cash heavier (~85th percentile) with equity near median (~50th percentile). The Board maintained the same structure and amounts for the Mar 1, 2025–Mar 1, 2026 period.
Related-Party and Conflict Considerations
- Independence determination considered ordinary-course banking relationships (loans, deposits, trust/insurance/investment services) between directors/family/related companies and the Bank; services provided on non-preferential terms; loans did not involve more than normal risk or unfavorable features at the time made.
- Anti-hedging and pledging: Hedging prohibited; pledging discouraged and excluded from ownership guideline compliance; all directors compliant with ownership guidelines exclusive of pledged shares. No pledge disclosure for Ingram in 2025 proxy.
Say-on-Pay & Shareholder Feedback (context)
- 2024 Say-on-Pay support: 94.2% “For” (5.8% “Against”). While this pertains to executive pay, it signals broad shareholder support for PNFP’s compensation governance.
Governance Assessment
- Strengths
- Independent director with multi-decade operating and M&A background; active on three governance/ESG-facing committees (Nominating & Governance; Community Affairs; Climate Sustainability).
- Meets attendance expectations; director equity vesting tied to ≥75% meeting attendance enhances engagement incentives.
- Meaningful ownership (0.16% of shares outstanding as of the record date), with family trust/spouse holdings disclosed; guidelines require ~3x average director pay and all directors are compliant; hedging prohibited and pledging discouraged.
- Monitoring items
- Director program skews cash-heavy vs peers (cash ~85th percentile); investors may prefer higher equity weighting for stronger alignment, though equity component is near median and ownership guidelines apply.
- Insider activity: Clustered sales near ~$126 in Dec 2024–Feb 2025 followed by a sizable open-market purchase of 22,000 shares at $90.09 on Aug 7, 2025; mixed signals that could reflect rebalancing then renewed conviction after price weakness. Interpret alongside fundamentals; transactions can reflect liquidity/tax planning.
- Red flags
- None apparent specific to Ingram: no pledging disclosed; independence affirmed; related-party relationships (if any) are represented as non-preferential ordinary-course banking services. Continue to review “Certain Relationships and Related Transactions” each proxy cycle.