Gregory Burns
PINNACLE FINANCIAL PARTNERSAbout Gregory L. Burns
Independent director of Pinnacle Financial Partners since June 17, 2001 (age 70), Burns is a former public-company CEO/CFO with deep finance and operating experience and is designated by the Board as an “audit committee financial expert.” He currently chairs the Board’s Risk Committee and serves on the Audit, Human Resources & Compensation, and Executive Committees, reflecting a core role in risk oversight, financial reporting, pay governance, and Board operations. The Board affirms his independence under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| O’Charley’s Inc. (SEC-registered, restaurant) | Chairman & CEO; previously EVP/CFO; joined as Controller | CEO from Feb 1994 to retirement Feb 12, 2009; with company since 1983 | Led a public-company operating and finance transformation; broad public-company governance and M&A exposure |
| NeighborMD Management, LLC | Founder, President & CEO | Founded 2010; business sold Apr 12, 2013 | Built/developed urgent care platform; executed sale to JV (TriStar Health + CareSpot) |
| Nashville Banner Publishing Company | Chief Financial Officer | Prior to 1983 | Led finance for media publisher |
| Price Waterhouse | Senior Accountant | Early career | Public accounting foundation (audit) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Kentucky Gatton College of Business & Economics | Advisory Board Member | Current | Inducted into Gatton College Alumni Hall of Fame (2000) |
| Nashville Public Education Foundation | Director; Past Chairman | Retired 2021 after ~20 years | Longstanding community leadership |
| Various civic organizations (e.g., American Cancer Society-Nashville, Nashville Sports Council, Vanderbilt Ingram Cancer Center, Nashville Symphony) | Board member/Chair roles | Various | Broad community engagement |
Board Governance
- Independence: Classified as an independent director under Nasdaq Listing Rule 5605(a)(2).
- Tenure: Director since June 17, 2001.
- Attendance: In 2024, the Board held 6 meetings; all incumbent directors attended at least 75% of Board and committee meetings on which they served (company guideline for re-nomination).
- Executive sessions: Independent directors held four executive sessions in 2024 (Lead Independent Director: Abney S. Boxley).
- Committee assignments and roles (2024 activity):
- Risk Committee – Chair; 4 meetings in 2024.
- Audit Committee – Member; 8 meetings in 2024; designated “audit committee financial expert.”
- Human Resources & Compensation Committee – Member; 7 meetings in 2024.
- Executive Committee – Member; 12 meetings in 2024.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Risk | Chair | 4 | Oversees ERM, risk appetite, cybersecurity, emerging risks |
| Audit | Member | 8 | Financial reporting, internal/external audit oversight; Board deems Burns an “audit committee financial expert” |
| Human Resources & Compensation | Member | 7 | Oversees NEO pay, plans, director pay; uses independent consultant McLagan |
| Executive | Member | 12 | Acts between Board meetings; ALM oversight; policy approvals |
Fixed Compensation
- 2024 director compensation (Burns): $124,000 cash retainer/fees and $80,000 in restricted stock (total $204,000).
- Program structure (unchanged for periods Mar 1, 2024–Mar 1, 2025 and Mar 1, 2025–Mar 1, 2026): $65,000 cash retainer; $80,000 in restricted shares awarded Mar 1 each year; additional retainers for committee chairs and members per schedule below.
| Item | Amount | Notes |
|---|---|---|
| 2024 Cash fees (Burns) | $124,000 | Per director compensation table |
| 2024 Stock awards (Burns) | $80,000 | 989 restricted shares granted Mar 1, 2024; fair value basis |
| Total (Burns) | $204,000 | Sum of cash + equity |
| Standard annual cash retainer | $65,000 | For non-employee directors; paid quarterly |
| Standard annual equity | $80,000 | Granted in restricted shares on Mar 1; vests next Mar 1 |
| Select chair/member retainers | See schedule | Audit Chair $18k; Risk Chair $15k; Comp Chair $10k; Nom/Gov Chair $12.5k; Comm. member fees vary by committee |
Performance Compensation
- Equity vesting condition: Director restricted shares vest on Mar 1 following grant if the director attends at least 75% of their assigned Board and committee meetings from grant to vest; March 1, 2025 restrictions lapsed as recipients satisfied vesting conditions.
| Metric | Definition | Threshold/Target | 2024 Result |
|---|---|---|---|
| Attendance-based vesting | % of assigned Board/committee meetings attended between grant and vest | ≥75% | Condition met; restrictions lapsed Mar 1, 2025 for 2024 grant |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Burns in the proxy biography |
| Notable prior public company role | Chairman & CEO of O’Charley’s Inc. (then SEC-registered) |
| Board interlocks/conflicts | None disclosed; independence affirmed; ordinary-course banking relationships with directors/affiliates on non-preferential terms considered in independence review |
Expertise & Qualifications
- Public company leadership and finance: Former EVP/CFO and later Chairman & CEO of O’Charley’s Inc.; prior CFO (Nashville Banner) and senior accountant (Price Waterhouse).
- Designated audit committee financial expert by the Board, evidencing advanced financial reporting and audit oversight expertise.
- Risk oversight: Current Chair of the Risk Committee; experience includes broad operational, strategic, and M&A exposure.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Gregory L. Burns | 20,031 | 0.03% | As of record date; shown in beneficial ownership table |
- Director ownership guideline: 300% of average annual director compensation; all directors are in compliance (calculated using $115.61 15-day average price as of Dec 31, 2024; pledged shares excluded).
- Hedging/pledging: Hedging/short sales prohibited; pledging disfavored and excluded from guideline compliance; proxy discloses pledges for another director (Callicutt), with no pledging disclosure for Burns.
Governance Assessment
- Board effectiveness: Burns chairs the Risk Committee and serves on Audit and Compensation, aligning his audit-finance background with PNFP’s core oversight needs.
- Independence and engagement: Classified independent; Board held six meetings and all incumbents met the ≥75% attendance guideline; independent directors held four executive sessions in 2024.
- Pay alignment: Director pay split between cash and time-vested equity with a 75% attendance vesting condition; Burns’ 2024 total $204,000.
- Ownership alignment: Burns beneficially owns 20,031 shares (0.03%); directors meet a 300% ownership guideline and anti-hedging rules apply.
- Conflicts/related-party exposure: Board notes directors and affiliates may have ordinary-course banking relationships on market terms; Audit Committee reviews related-party transactions; no problematic loans disclosed.
- Shareholder sentiment (context): 2024 Say‑on‑Pay approval was 94.2%, indicating broad support for PNFP’s compensation practices.
RED FLAGS: None specifically disclosed for Burns (no pledging disclosure for Burns; attendance thresholds met; independence affirmed; no adverse related‑party items reported).