Harvey White
PINNACLE FINANCIAL PARTNERSAbout Harvey White
J. Harvey White, age 75, is a Senior Credit Officer at Pinnacle Financial Partners (PNFP). He joined the company on June 15, 2009, served as Chief Credit Officer from September 1, 2009 to December 31, 2019, returned as Interim Chief Credit Officer on November 27, 2023 following the former CCO’s death, and resumed Senior Credit Officer duties in July 2024 when Charissa Sumerlin was promoted to CCO . PNFP’s incentive design links pay to firm performance through an Annual Incentive Plan (AIP) weighted 75% to fully-diluted EPS (FDEPS) and 25% to total revenue with asset quality “soundness” thresholds; in 2024, adjusted total revenues for AIP purposes increased to $1.797B from $1.695B, with adjusted FDEPS of $6.89 versus target $7.00 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pinnacle Financial Partners | Senior Credit Officer (East TN) | Jan 2020–Nov 2023; Jul 2024–present | Senior oversight of regional credit; stepped back from interim CCO upon appointment of new CCO in July 2024 . |
| Pinnacle Financial Partners | Interim Chief Credit Officer | Nov 27, 2023–Jul 2024 | Ensured continuity of enterprise credit leadership after the CCO’s death, ahead of appointment of permanent CCO . |
| Pinnacle Financial Partners | Chief Credit Officer | Sep 1, 2009–Dec 31, 2019 | Led enterprise credit function during significant growth period . |
| Regions Financial (incl. predecessor First American) | Senior Credit Officer (East TN; later regional oversight NC/VA) | 1981–Apr 2009 | Regional senior credit oversight including multiple geographies; promoted to regional senior credit officer in 2006 . |
External Roles
No current outside directorships or committee roles were disclosed for Mr. White .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (actual paid) | $301,000 | $437,500 (higher due to interim CCO appointment, then reduced when he stepped down) |
| AIP Target Bonus (% of base) | 40% | 60% |
| AIP Actual Bonus ($) | $74,648 (≈25% of base) | $257,251 (≈59% of base) |
Performance Compensation
AIP Mechanics and Outcomes
| Year | Metric | Weight | Target | Actual/Adjusted Result | Payout vs Target (component) |
|---|---|---|---|---|---|
| 2024 | FDEPS | 75% | $7.00 (max >$7.22) | $6.89 adjusted | 68.5% of the 75% weight (i.e., 51.4% of target overall) |
| 2024 | Revenue | 25% | 2.65% YoY growth (target $1.740–$1.820B) | $1.797B adjusted (from $1.695B) | 29.5% of the 25% weight (i.e., 7.4% of target overall) |
| 2023 | FDEPS | 75% | Tiered (target >$7.80) | $7.42 adjusted | 50.62% of the 75% weight |
| 2023 | Revenue | 25% | Tiered (target >$1.762B) | $1.695B | 11.77% of the 25% weight |
Additional design features:
- Asset quality “soundness” gate: Classified Asset Ratio must be ≤ threshold to pay any AIP; payouts interpolate between tiers .
- One-firm plan: same AIP metrics and thresholds for all participants, fostering “win together, lose together” alignment .
LTI: 2024 Equity Grants (RSUs and PSUs)
| Award Type | Grant Date | Shares at Grant | Grant-Date Fair Value | Vesting/Performance |
|---|---|---|---|---|
| RSUs | Jan 18, 2024 | 2,504 | $210,010 | Time-based; vests ratably over 3 years (2024, 2025, 2026 cycles vest annually) . |
| PSUs (Target) | Jan 18, 2024 | 5,843 | $516,054 | 3-year performance (ROATCE and TBV accretion vs peers; TSR modifier applies to most NEOs; White’s 2024 PSUs include TSR modifier per table listing; settlement subject to NPA “soundness” condition) . |
| PSUs (Maximum) | Jan 18, 2024 | 14,022 (max) | — | Max subject to peer-relative outcomes and TSR modifier; settlement after 3-year performance window if soundness condition met . |
Other relevant LTI details:
- Company does not currently grant options; last options were granted in 2008 .
- PSU cohorts and status (unsettled/unvested as of 12/31/2024): 2020 (restrictions lapsed upon FY24 10-K filing post-NPA soundness), White 974; 2021 completed performance period, White 592; 2022 completed performance period, White 400; 2023 in-flight, White 598; 2024 in-flight, White 14,022 (max) .
Stock Vested
| Year | Shares Vested | Value Realized on Vesting |
|---|---|---|
| 2024 | 10,093 | $840,326 |
| 2023 | 5,110 | $382,419 |
| Note: Shares withheld for taxes included 2,473 (2024) and 1,245 (2023) for Mr. White . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of record date) | 47,120 common shares (0.06% of outstanding) . |
| Unvested RSUs (12/31/2024) | 2,732 units; $312,513 market value (at $114.39) . |
| Unearned PSUs (12/31/2024) | 15,994 units; $1,829,554 market value (max payout basis) . |
| Ownership guidelines | Exec officers expected to maintain meaningful ownership; CCO guideline set at 150% of salary; all executive officers (other than Ms. Sumerlin due to recent promotion) exceeded their minimums as of 12/31/2024; unvested RSUs/PSUs excluded; shares pledged/margin not counted . |
| Hedging/pledging | Hedging prohibited. Pledging disfavored and excluded from guideline compliance; no pledge disclosure for White (Callicutt disclosed pledges, not White) . |
Insider trading and potential selling pressure:
- Open market activity: One small open-market sale of 145 shares on March 12, 2024 at ~$82.22; holdings reported around 52,308 at that time .
- Structural supply: Annual RSU tranches (e.g., 2024 grant vests beginning Jan 18, 2025) and PSU settlements upon performance completion/soundness thresholds can create regular tax-withholding share dispositions (non-open-market), evidenced by 2,473 shares withheld in 2024 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-of-Control (CoC) Agreement | Originally dated Sept 2012; auto-renews annually unless notice; provides benefits if terminated without cause or he terminates for qualifying “cause/good reason” within 12 months post-CoC; agreement includes availability of a life insurance benefit (up to 2x salary, capped at $500k) for three years post-CoC at his cost; may be terminated earlier under specific pre-CoC circumstances (no such notice delivered as of proxy date) . |
| CoC Cash Severance | 2x current base salary + target bonus; paid on the last day of the month after termination; plus tax assistance/prep up to $2,500/year for three years . |
| Definitions | Good reason includes material adverse changes in title/scope/reporting line, primary office relocation >25 miles, or material pay/benefit changes post-CoC; company “cause” includes uncured material breach, fraud/dishonesty, uncured failure to perform, crimes involving breach of trust/moral turpitude, gross insubordination/inattention, or regulatory removal . |
| Equity on CoC | Unvested RSUs vest immediately; PSUs vest at ≥ target or performance-to-date (Special 2022 PSUs forfeited upon CoC) . |
| Potential Payments Table (12/31/2024) | If terminated without cause or terminates for good reason within 12 months of CoC: Aggregate cash payment $1,225,000; health insurance $28,800; tax assistance $7,500; value of PSUs/RSUs $852,472; total $3,403,367; no excise tax gross-up for White . |
| Retirement/Age Provisions | At age 65+, upon retirement, pro-rata RSUs on next vest date; PSUs typically settle pro-rata based on performance (subject to timing/conditions). White was 65+ at 12/31/2024; retirement treatment applies to equity per table assumptions . |
Additional Governance and Policies
- Clawback: Amended and Restated Compensation Recovery Policy (Oct 17, 2023) applies to Section 16 officers; mandates recovery of incentive-based compensation for certain restatements within the prior three completed fiscal years, generally equal to excess over restated amounts .
- Insider trading policy: Window trading and prohibition on trading on MNPI; hedging prohibited .
Say-on-Pay History (Context for Pay Alignment)
| Year of Meeting | For | Against | Result |
|---|---|---|---|
| 2022 | 94.9% | 5.1% | Approved |
| 2023 | 77.9% | 22.1% | Approved; prompted shareholder outreach and disclosure enhancements |
| 2024 | 94.2% | 5.8% | Approved, reflecting improved support |
Investment Implications
- Pay-for-performance linkage is robust: Cash AIP tied 75% to FDEPS and 25% to revenue with asset quality gates; LTI weighted to peer-relative ROATCE/TBV accretion (with TSR modifier) and soundness thresholds, driving alignment with value creation and credit discipline .
- Selling pressure looks contained: Only a de minimis open-market sale (145 shares) in 2024; most share flows are tax withholding on vesting, not discretionary selling; near-term supply stems from scheduled RSU tranches and PSU settlements subject to performance/soundness gates .
- Retention risk moderate: White is 75 and no longer CCO, but holds meaningful unvested/unearthed equity (RSUs/PSUs) with retirement-friendly treatment; however, change-in-control protections (2x salary+target bonus) could be attractive in a transaction, while no excise tax gross-up limits shareholder-unfriendly optics .
- Alignment safeguards: Strong clawback, anti-hedging, disfavored pledging (with compliance requirements excluding pledged shares); ownership guidelines achieved for executive officers (other than the newly promoted CCO), indicating skin-in-the-game .
Net: White’s incentives emphasize firm-wide profitability and revenue with asset quality gates, while substantial performance-vested equity and policy guardrails support long-term alignment and limit opportunistic selling; near-term open-market selling risk appears low, with most flow tied to tax withholding and scheduled vesting .