Decosta Jenkins
PINNACLE FINANCIAL PARTNERSAbout Decosta E. Jenkins
Decosta E. Jenkins (age 69) has served as an independent director of Pinnacle Financial Partners since March 1, 2021. He is a CPA with an accounting degree from the University of Tennessee, former President & CEO of Nashville Electric Service (NES), former Deloitte audit professional (11 years), and is designated by PNFP’s Board as an “audit committee financial expert,” underpinning his suitability to chair the Audit Committee . He retired from NES on June 1, 2022 after joining in 1991 and serving as CFO before becoming CEO in 2004 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nashville Electric Service (NES) | President & CEO; previously SVP & CFO | CEO from 2004; joined 1991; retired June 1, 2022 | Led one of the largest U.S. public utilities; financial and operational oversight |
| Deloitte | Audit professional | 11 years | Audited private and public companies; built technical accounting expertise |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| i3 Verticals, Inc. | Director | Public (SEC-registered) | Board member; adds technology/payments exposure |
| Blue Cross Blue Shield of Tennessee | Director | Private/non-profit health insurer | Board experience in insurance/healthcare |
| HG Hill Realty Company | Director | Private real estate | Real estate governance perspective |
| University of Tennessee | Board of Trustees member | Public university governance | Higher education oversight |
| American Public Power Association (APPA) | Former Chair of the Board | Industry association | Energy/climate policy leadership |
| Community Foundation of Middle Tennessee | Former Chairman; Trustees Council member | Non-profit | Civic leadership and philanthropy |
| Tennessee Valley Authority’s Customer Planning Council | Member | Government-related | Utility policy input |
Board Governance
- Independence: The Board determined Jenkins is independent under Nasdaq Listing Rule 5605(a)(2) .
- Attendance: Board held six meetings in 2024; all incumbents (including Jenkins) attended at least 75% of Board and assigned committee meetings, satisfying PNFP’s re-nomination threshold .
- Executive sessions: Independent directors held four executive sessions in 2024, led by Lead Independent Director Abney S. Boxley .
| Committee | Role | Meetings in 2024 | Independence/Other Notes |
|---|---|---|---|
| Audit Committee | Chair | 8 | All members independent; Jenkins designated “audit committee financial expert.” Audit Committee directly oversees financial reporting, internal audit, and auditor independence; Report signed by Jenkins as Chair |
| Risk Committee | Member | 4 | All members independent; oversees enterprise risk, risk appetite, cybersecurity and emerging risks |
| Nominating & Corporate Governance Committee | Member | 4 | All members independent; oversees board nominations and ESG oversight |
| Climate Sustainability Committee | Member | 4 | All members independent; oversight of climate-related disclosures; CEO non-voting member |
| Executive Committee | Member | 12 | Exercises Board authority between meetings (except certain matters) |
Fixed Compensation
- Director compensation structure (context): Cash and equity mix, with independent consultant McLagan advising; cap of $500,000 per non-employee director per calendar year under the 2018 Equity Incentive Plan .
- Jenkins cash compensation increased with committee workload; equity grant remained constant.
| Year | Fees Earned in Cash ($) | Stock Awards – Grant Date Fair Value ($) | Total ($) |
|---|---|---|---|
| 2023 | $102,000 | $80,000 | $182,000 |
| 2024 | $124,500 | $80,000 | $204,500 |
Director compensation schedule (for context):
| Retainer/Fees | Mar 1, 2024–Mar 1, 2025 | Mar 1, 2025–Mar 1, 2026 |
|---|---|---|
| Restricted shares | $80,000 | $80,000 |
| Cash retainer | $65,000 | $65,000 |
| Audit Chair | $18,000 | $18,000 |
| Risk Chair | $15,000 | $15,000 |
| Nominating & Corporate Governance Chair | $12,500 | $12,500 |
| Compensation Chair | $10,000 | $10,000 |
| Trust Chair | $10,000 | $10,000 |
| Community Affairs Chair | $6,250 | $6,250 |
| Climate Sustainability Chair | $6,250 | $6,250 |
| Executive Committee member | $12,000 | $12,000 |
| Audit Committee member | $12,000 | $12,000 |
| Risk Committee member | $10,000 | $10,000 |
| Compensation Committee member | $10,000 | $10,000 |
| Nominating & Corporate Governance member | $7,500 | $7,500 |
| Trust Committee member | $7,500 | $7,500 |
| Community Affairs member | $7,500 | $7,500 |
| Climate Sustainability member | $7,500 | $7,500 |
Performance Compensation
- Annual director equity grants are time-based restricted shares with attendance vesting conditions; no options or PSUs are disclosed for directors .
| Grant Date | Award Type | Shares Granted | Grant Date Fair Value | Vesting Condition | Vest Date |
|---|---|---|---|---|---|
| March 1, 2024 | Restricted shares | 989 | $80,000 | Attend ≥75% of assigned Board/committee meetings between grant and vest | March 1, 2025 |
Peer benchmarking insights (director comp):
- 2024: PNFP average director total comp ~74th percentile vs peer group; cash ~85th percentile; equity ~50th percentile .
- 2023: PNFP average director total comp ~72nd percentile; cash ~85th percentile; equity ~61st percentile .
Other Directorships & Interlocks
| Company/Organization | Role | Public/Private | Potential Interlocks/Notes |
|---|---|---|---|
| i3 Verticals, Inc. | Director | Public (SEC-registered) | Technology/payments exposure; no specific PNFP transactions disclosed |
| Blue Cross Blue Shield of Tennessee | Director | Private/non-profit | Possible banking relationships; PNFP states director/affiliate banking on non-preferential terms |
| HG Hill Realty Company | Director | Private | Possible banking relationships; PNFP states director/affiliate banking on non-preferential terms |
Related-party safeguards: Audit Committee reviews and approves related-party transactions; director/affiliate loans/deposits are on market terms, with no nonaccrual/problem loans disclosed for 2024 .
Expertise & Qualifications
- CPA; deep technical accounting and audit background from Deloitte .
- Utility CEO experience (NES), financial oversight and operations leadership .
- Designated PNFP “audit committee financial expert” .
- Governance and ESG experience via Nominating & Corporate Governance and Climate Sustainability committees .
Equity Ownership
| As of | Common Shares Beneficially Owned | Percent of Shares Outstanding |
|---|---|---|
| Record Date (Feb 20, 2025) | 3,159 | —% |
Stock ownership guidelines and compliance:
- Directors must hold shares equal to ~300% of average annual director compensation (value determined using average closing price for last 15 trading days of prior year; $115.61 as of Dec 31, 2024) .
- All directors (including Jenkins) are in compliance with minimum ownership guidelines, exclusive of any pledged or margin shares; hedging prohibited .
Insider holdings update (SEC Form 4):
| Date | Filing | Transaction Type | Direct Holdings After |
|---|---|---|---|
| Mar 3, 2025 | Form 4 | Acquisition (Non-Open Market; consistent with restricted share vesting) | 3,860 |
| Mar 4, 2024 | Form 4 | Statement of changes in beneficial ownership | Signature dated 03/04/2024 (details in filing) |
Preferred depositary shares: Jenkins is not listed among directors holding Series B preferred depositary shares; only certain other directors hold such instruments .
Governance Assessment
- Strengths: Independent status; Audit Committee Chair with “financial expert” designation; robust committee engagement (Audit, Risk, Nominating & Corporate Governance, Climate Sustainability, Executive); attendance-based vesting aligns director effort with pay; ownership guideline compliance and anti-hedging policy support alignment .
- Compensation mix: Increased cash compensation in 2024 tied to chair/member roles; equity grant constant at $80K; program benchmarked annually with independent consultant, with total director comp positioned ~72–74th percentile vs peers—cash-heavy relative to equity, which may emphasize committee service over long-term equity exposure .
- Related-party exposure: PNFP discloses ordinary-course banking relationships with directors/affiliates on market terms; Audit Committee oversight mitigates conflict risk; no problematic loans disclosed for 2024 .
- RED FLAGS: None identified—no hedging permitted; pledging disfavored and excluded from guideline compliance; all directors meet ownership guidelines; Jenkins’ committee workload is high but within PNFP’s service limits (PNFP limits non-employee directors to Board plus up to three other public boards) .