Glenda Glover
PINNACLE FINANCIAL PARTNERSAbout Glenda Baskin Glover
Glenda Baskin Glover (age 72) has served on PNFP’s Board since December 1, 2013. She is a certified public accountant and an attorney; she served as President of Tennessee State University from January 2013 until her retirement in May 2024 and previously was Dean of the College of Business at Jackson State University (1994–2012) . Her academic credentials include a B.S. from Tennessee State University, an MBA from Clark Atlanta University, a doctorate in business from George Washington University, and a J.D. from Georgetown University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tennessee State University | President | Jan 2013 – May 2024 | Led the institution; senior executive leadership experience |
| Jackson State University | Dean, College of Business | 1994 – 2012 | Led accreditation; launched first Ph.D. in business at an HBCU |
| Howard University | Chair, Dept. of Accounting | Not disclosed | Academic leadership in accounting |
| Engineering Firm (unnamed) | Chief Financial Officer | Not disclosed | Corporate finance leadership |
| Major Public Utility (unnamed) | Tax Manager | Not disclosed | Tax and regulatory experience |
| Big Four CPA Firm (unnamed) | Accountant | Not disclosed | Public accounting foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alpha Kappa Alpha Sorority, Inc. | International President | Jul 2018 – Jul 2022 | Led global organization |
| Citigroup – Student Loan Corporation | Director (prior) | Not disclosed | Served as audit chair or financial expert |
| American Learning Corporation | Director (prior) | Not disclosed | Served as audit chair or financial expert |
| First Guaranty Bancshares | Director (prior) | Not disclosed | Served as audit chair or financial expert |
Board Governance
- Independence: The Board determined Dr. Glover is an independent director under Nasdaq Listing Rule 5605(a)(2) .
- Board and Executive Sessions: Board met 6 times in 2024; independent directors held 4 executive sessions .
- Attendance: Company requires 75%+ attendance for renomination; all incumbent directors met or exceeded this in 2024. Director equity vesting also required ≥75% meeting attendance for the period Mar 1, 2024–Mar 1, 2025 .
- Age Limit: Directors over 75 at the annual meeting may not continue serving thereafter; Glover is 72 .
- Board Leadership Context: Lead Independent Director is Abney S. Boxley III (also Chair of Nominating & Corporate Governance) .
PNFP Committee Assignments (as of Mar 1, 2025)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Community Affairs | Chair | 4 | Oversees CRA, fair lending, HMDA, corporate contributions |
| Nominating & Corporate Governance | Member | 4 | All members independent; oversees director nominations and ESG activities |
| Risk | Member | 4 | Oversight of enterprise risk (credit, liquidity, cyber, compliance, etc.) |
| Executive | Member | 12 | Board authority between meetings; asset-liability oversight |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $108,250 | Reported director cash compensation for Glover |
| Stock awards – grant date fair value (2024) | $80,000 | Restricted shares granted Mar 1, 2024 |
| Total 2024 Director Compensation | $188,250 | Sum of cash and stock |
Director fee schedule (Board-approved; unchanged across periods):
| Retainer/Fees | Mar 1, 2024 – Mar 1, 2025 | Mar 1, 2025 – Mar 1, 2026 |
|---|---|---|
| Annual equity (restricted shares) | $80,000 | $80,000 |
| Annual cash retainer | $65,000 | $65,000 |
| Lead Director cash | $35,000 | $35,000 |
| Committee chair retainers – Audit / HRC / Nominating / Risk / Trust | $18,000 / $10,000 / $12,500 / $15,000 / $10,000 | $18,000 / $10,000 / $12,500 / $15,000 / $10,000 |
| Committee chair retainers – Community Affairs / Climate Sustainability | $6,250 / $6,250 | $6,250 / $6,250 |
| Committee member retainers – Executive / Audit / HRC / Nominating / Risk / Trust / Community Affairs / Climate | $12,000 / $12,000 / $10,000 / $7,500 / $10,000 / $7,500 / $7,500 / $7,500 | Same amounts |
- Director pay cap: Aggregate annual compensation per non-employee director limited to $500,000 under the equity plan .
- Market benchmarking: McLagan review (Jul 2024) found PNFP’s average director total compensation near the 74th percentile of peers; cash component ~85th percentile, equity near 50th percentile; committee recommended no changes for the Mar 1, 2025 period .
Performance Compensation
| Award | Grant Date | Shares/Units | Grant Date Fair Value | Vest Date | Vesting/Performance Conditions |
|---|---|---|---|---|---|
| Restricted shares (annual grant to non-employee directors) | Mar 1, 2024 | 989 | $80,000 | Mar 1, 2025 | Time-based; restrictions lapse upon meeting ≥75% attendance for assigned Board/committee meetings during grant-to-vest period |
- No option awards, PSUs, or performance-based metrics (e.g., TSR, EBITDA) are disclosed for directors; equity vests on service/attendance .
Other Directorships & Interlocks
| Company/Organization | Role | Status | Notes |
|---|---|---|---|
| Citigroup – Student Loan Corporation | Director | Prior | Served as audit chair or financial expert |
| American Learning Corporation | Director | Prior | Served as audit chair or financial expert |
| First Guaranty Bancshares | Director | Prior | Served as audit chair or financial expert |
No current public company directorships are disclosed for Dr. Glover in PNFP’s 2025 proxy .
Expertise & Qualifications
- CPA and attorney; extensive accounting, audit oversight, and corporate governance expertise .
- Recognized “financial expert” experience on prior public company boards, including audit chair roles .
- Deep executive leadership background (university president, business school dean), plus CFO and Big Four experience .
- Advanced degrees in business and law (TSU, Clark Atlanta, George Washington University, Georgetown University) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Options Exercisable within 60 days | Total Beneficial Ownership | % of Common Shares Outstanding |
|---|---|---|---|---|
| Glenda Baskin Glover | 12,242 | — | 12,242 | 0.02% |
- Ownership guidelines: Directors must own stock equal to ~300% of average annual director compensation; unvested restricted shares do not count; all directors are in compliance. Market value for guideline testing used $115.61 (average closing price of last 15 trading days of 2024) .
- Anti-hedging/pledging: Hedging (short sales, options, collars) is prohibited; pledging is disfavored and excluded from guideline compliance calculations .
- Pledging disclosure: Footnotes identify pledged shares only for Director Richard D. Callicutt II (31,000 shares); no pledges are disclosed for Dr. Glover .
Governance Assessment
- Board effectiveness and independence: Glover is independent and actively engaged across multiple governance-intensive committees (Chair, Community Affairs; Member, Risk; Member, Nominating & Corporate Governance; Member, Executive), aligning her financial and governance expertise with oversight responsibilities .
- Attendance and engagement: Company reports all incumbents met ≥75% attendance in 2024; director equity vesting also required ≥75% attendance through Mar 1, 2025, reinforcing engagement incentives .
- Alignment and incentives: Director pay blends cash and equity ($108,250 cash; $80,000 equity for 2024), with a conservative equity structure (time-based RS) and robust ownership guidelines (300% of average annual compensation), and anti-hedging/pledging policies; all directors comply with guidelines .
- Compensation structure vs peers: External benchmarking shows total compensation near the 74th percentile, driven by higher cash and mid-range equity; Committee maintained the structure into 2025–2026, signaling stability in governance pay design .
- Conflicts/related-party exposure: PNFP discloses ordinary-course banking relationships with directors and affiliates on non-preferential terms, reviewed under the Audit Committee’s related-party policy; no problematic loans or unfavorable features reported, and no Glover-specific related-party issues disclosed .
RED FLAGS: None identified specific to Dr. Glover. Monitoring items include continued compliance with attendance-based vesting and oversight of potential ordinary-course banking relationships (reviewed by the Audit Committee) .