Kennedy Thompson
PINNACLE FINANCIAL PARTNERSAbout G. Kennedy Thompson
G. Kennedy Thompson (age 74) has served as an independent director of Pinnacle Financial Partners (PNFP) since June 16, 2017. He is the former President and CEO of Wachovia Corporation (1999–2008) and a retired principal of Aquiline Capital Partners (2009–April 2019). He holds a BA from the University of North Carolina at Chapel Hill and an MBA from Wake Forest University, and currently serves on public company boards LendingTree, Inc. and Insteel Industries, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wachovia Corporation | President & Chief Executive Officer | 1999–2008 | Led large U.S. bank; extensive industry leadership |
| Aquiline Capital Partners LLC | Principal | 2009–April 2019 | Financial services PE investing |
| The Clearing House | Chairman | Not disclosed | Industry leadership role |
| Financial Services Roundtable | Chairman | Not disclosed | Industry leadership role |
| Financial Services Forum | Chairman | Not disclosed | Industry leadership role |
| International Monetary Conference | President | Not disclosed | Global banking leadership |
| Federal Advisory Council (FRB) | Member; President in 2007 | Three years; President in 2007 | Advised Federal Reserve Board |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| LendingTree, Inc. | Director | Current | Public company board |
| Insteel Industries, Inc. | Director | Current | Interlock: PNFP director Abney S. Boxley also serves on Insteel’s board |
| Hewlett-Packard Company | Director | 2006–May 24, 2013 | Prior public tech board |
| Carolinas Healthcare System | Director | Not disclosed | Prior healthcare system board |
Board Governance
- Independence: Determined independent under Nasdaq Listing Rule 5605(a)(2) .
- Attendance: Board held 6 meetings in 2024; all incumbents attended at least 75% of Board and committee meetings required for re-nomination .
- Executive sessions: Independent directors met four times in 2024 under lead independent director Abney S. Boxley .
- Age limit: Directors over age 75 at the time of the annual meeting cannot continue serving thereafter per Corporate Governance Guidelines .
| PNFP Board Committee | Role | Meetings in 2024 |
|---|---|---|
| Climate Sustainability Committee | Chair (as of April 1, 2025) | 4 |
| Human Resources & Compensation Committee | Member | 7 |
| Risk Committee | Member | 4 |
| Community Affairs Committee | Member | 4 |
| Executive Committee | Member | 12 |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards – Grant Date Fair Value ($) | Total ($) |
|---|---|---|---|
| 2024 | 97,500 | 80,000 | 177,500 |
Director compensation program elements (approved for Mar 1, 2024–Mar 1, 2025 and maintained for Mar 1, 2025–Mar 1, 2026): annual cash retainer $65,000; restricted shares $80,000; chair/member retainers by committee (e.g., Compensation chair $10,000; Compensation member $10,000; Risk member $10,000; Climate Sustainability chair $6,250; member $7,500) .
Performance Compensation
| Equity Grant | Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting Date | Performance/Vesting Condition | Outcome |
|---|---|---|---|---|---|---|
| Director Restricted Shares | Mar 1, 2024 | 989 | 80,000 | Mar 1, 2025 | Attendance at ≥75% of assigned Board/committee meetings during grant period | Restrictions lapsed Mar 1, 2025 upon meeting condition |
Note: PNFP director equity grants are time/attendance-based; no TSR/financial performance metrics are tied to director awards .
Other Directorships & Interlocks
| Company | Role | Interlock/Potential Conflict Signal |
|---|---|---|
| Insteel Industries, Inc. | Director | Interlock with PNFP director Abney S. Boxley (also Insteel director), increasing network ties; monitor for related-party dealings though none disclosed at PNFP |
| LendingTree, Inc. | Director | No PNFP overlap disclosed |
Expertise & Qualifications
- Former CEO of a major U.S. bank (Wachovia) with 32 years at Wachovia/First Union; deep financial services and risk oversight experience .
- Policy/regulatory leadership: FRB Federal Advisory Council (President in 2007), chairs of key industry bodies; strong regulatory interface .
- Climate oversight: Chairs PNFP Climate Sustainability Committee beginning April 1, 2025 .
- Education: BA (UNC Chapel Hill), MBA (Wake Forest University) .
Equity Ownership
| Security | Amount | Percent of Outstanding |
|---|---|---|
| PNFP Common Shares Beneficially Owned | 20,171 | 0.03% |
| Series B Preferred Depositary Shares (1/40th interest each) | 500 | Not voting on meeting matters |
- Stock ownership guidelines: Directors must own shares valued at ~300% of average annual director compensation; unvested restricted shares excluded; pledged/margin shares excluded from compliance calculations. All directors are in compliance exclusive of pledged shares; market value per share used for guideline purposes was $115.61 as of Dec 31, 2024 .
- Anti-hedging/pledging: Short sales and hedging transactions are prohibited; pledging discouraged and excluded from guideline compliance; annual certification required .
- Pledging disclosure: No pledge disclosed for Thompson; one executive (Callicutt) disclosed 31,000 shares pledged; none others noted .
Governance Assessment
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Strengths:
- Independent director with robust banking and regulatory leadership; chairs Climate Sustainability Committee, signaling board-level oversight of emerging regulatory and disclosure risks .
- Active on Risk and Compensation Committees—positions aligned with his expertise; attendance condition embedded in director equity promotes engagement (restrictions lapsed upon ≥75% attendance) .
- Ownership alignment: Holds 20,171 PNFP shares; complies with stringent director ownership guidelines; anti-hedging/anti-pledging policy reinforces alignment .
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Watch items:
- Board interlock at Insteel with PNFP director Boxley—no PNFP-related transactions disclosed, but interlocks can create perceived influence networks; monitor related-party disclosures and PNFP–Insteel dealings (none disclosed) .
- Director compensation mix at PNFP skews more cash-heavy vs peers (cash component ~85th percentile; equity ~50–61st percentile), which can modestly dilute equity-at-risk signals for directors, though attendance gating partially mitigates this .
- Age limit policy: At 74, Thompson is approaching PNFP’s age cap (no service beyond the annual meeting at age ≥75), implying near-term board refresh considerations; timing depends on birthday relative to meeting date .
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Related parties: PNFP discloses directors/officers have ordinary-course banking relationships on non-preferential terms; no problematic loans or unfavorable features reported; Audit Committee reviews/approves related-party transactions .
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Shareholder signals:
- Say-on-Pay support strong at 94.2% in 2024, a positive governance sentiment indicator toward PNFP’s compensation oversight (Comp Committee on which Thompson serves) .
Overall, Thompson’s governance profile supports investor confidence via independence, relevant committee roles, and ownership alignment, with interlock monitoring and compensation mix context worth continued attention .