Renda Burkhart
PINNACLE FINANCIAL PARTNERSAbout Renda J. Burkhart
Renda J. Burkhart, age 70, has served as an independent director of Pinnacle Financial Partners since June 17, 2015. She is a CPA with deep tax and family office experience, including bank taxation, and currently chairs the board of University Health System (UT Medical Center and affiliates). Her background includes founding and leading a CPA firm for nearly four decades and senior roles at DHG/Forvis, positioning her as a financially sophisticated director active on PNFP’s Executive, Risk, Audit, and Trust Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FORVIS (Forvis Mazars) | Private Client Partner | Jun 2022 – May 2024 | Private client/family office advisory experience relevant to wealth management and trust activities |
| Dixon Hughes Goodman LLP (DHG) | Managing Partner, Family Office Division | Sep 2021 – Jun 2022 | Led family office division; Burkhart & Company integrated into DHG in 2021 |
| Burkhart & Company, P.C. | Founder and President | 1982 – Sep 2021 | Built Knoxville-based CPA firm serving complex clients; technology-forward practices |
| Concorde Technologies, Inc. | Co‑founder; President | Through 1996 | Information systems integration and vertical software solutions |
| International accounting firm | Specialist (Bank Taxation) | Pre‑1982 | Bank taxation expertise; relevant to Audit and Risk oversight |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| University Health System (UT Medical Center and regional network) | Board Chair | Non‑profit | Current; oversight of complex healthcare system |
| Various foundations/non‑profits/closely held businesses | Director/Trustee (unspecified) | Private/Non‑profit | Numerous prior roles (not itemized in proxy) |
Board Governance
- Independence: The Board determined Ms. Burkhart is independent under Nasdaq rules; 77% of PNFP’s board was independent at determination. Independence review considered routine banking relationships with directors/affiliates on non‑preferential terms.
- Tenure on Board: Director since June 17, 2015.
- Committee assignments (2024 activity levels):
- Trust Committee – Chair; 4 meetings in 2024.
- Audit Committee – Member; 8 meetings in 2024 (also signatory to the Audit Committee Report).
- Risk Committee – Member; 4 meetings in 2024.
- Executive Committee – Member; 12 meetings in 2024.
- Board meetings and attendance: Board held 6 meetings in 2024; governance guidelines require ≥75% attendance for renomination, and all incumbents met this threshold in 2024.
- Executive sessions: Independent directors held four executive sessions in 2024; Lead Independent Director is Abney S. Boxley.
Fixed Compensation
| 2024 Director Compensation (PNFP) | Amount |
|---|---|
| Fees earned or paid in cash – Renda J. Burkhart | $116,500 |
| Stock awards (grant-date fair value) – Renda J. Burkhart | $80,000 |
| Total – Renda J. Burkhart | $196,500 |
Director compensation program schedule (approved January 2025):
| Component | Mar 1, 2024 – Mar 1, 2025 | Mar 1, 2025 – Mar 1, 2026 |
|---|---|---|
| Annual equity retainer (restricted shares) | $80,000 | $80,000 |
| Annual cash retainer | $65,000 | $65,000 |
| Lead Director cash retainer | $35,000 | $35,000 |
| Chair retainers: Audit / HR & Comp / Nominating / Risk / Trust / Community / Climate | $18,000 / $10,000 / $12,500 / $15,000 / $10,000 / $6,250 / $6,250 | $18,000 / $10,000 / $12,500 / $15,000 / $10,000 / $6,250 / $6,250 |
| Committee member retainers: Executive / Audit / HR & Comp / Nominating / Risk / Trust / Community / Climate | $12,000 / $12,000 / $10,000 / $7,500 / $10,000 / $7,500 / $7,500 / $7,500 | $12,000 / $12,000 / $10,000 / $7,500 / $10,000 / $7,500 / $7,500 / $7,500 |
Program design and benchmarking:
- Cash + equity mix reviewed with independent consultant McLagan; 2018 Equity Plan caps any one non‑employee director’s total annual cash+equity at $500,000.
- 2024 benchmarking: average PNFP director total comp near 74th percentile; cash ~85th percentile; equity ~50th percentile versus peers.
- Committee retained the same structure for 2024–2025 and again for 2025–2026.
Performance Compensation
| Equity Award | Grant Date | Instrument | Shares | Grant-Date Value | Vest/Restriction Lapse | Key Condition |
|---|---|---|---|---|---|---|
| Annual Director Equity | Mar 1, 2024 | Restricted Shares | 989 | $80,000 | Mar 1, 2025 | Must attend ≥75% of assigned Board and committee meetings during the period |
- Vesting mechanics: Director equity awards are granted March 1; restrictions lapse the following March 1 subject to the attendance condition. The program is expected to continue in 2025–2026 at the same $80,000 equity level.
- Performance metrics: No financial/TSR metrics for director awards; attendance is the gating vesting condition.
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlock/Conflict Notes |
|---|---|---|---|
| University Health System | Board Chair | Non‑profit | Healthcare system oversight; no PNFP-related conflict disclosed. |
| Other public company boards | None disclosed for Ms. Burkhart in PNFP’s 2025 proxy | — | No public company interlocks disclosed. |
Corporate governance constraints:
- PNFP limits service: non‑employee directors may serve on PNFP plus up to three other public company boards (fewer if serving as a public company CEO).
Expertise & Qualifications
- Certified Public Accountant; member of AICPA; extensive experience in family office, taxation (including bank taxation), and technology-enabled professional services.
- Board-relevant strengths explicitly cited by PNFP: supports Executive, Risk, Audit, and Trust Committees with market insight and accounting expertise.
Equity Ownership
| Holder | Common Shares Beneficially Owned | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Renda J. Burkhart | 11,918 | — | 11,918 | 0.02% |
Ownership policies and alignment:
- Director stock ownership guideline: ~300% of average annual director compensation; unvested restricted shares excluded; all directors are in compliance (exclusive of any pledged shares). Market value per share used for guideline purposes at 12/31/2024: $115.61.
- Hedging/pledging: Hedging prohibited; pledging discouraged and excluded from guideline compliance; annual policy certifications required.
Related-Party Transactions and Conflicts
- Ordinary-course banking relationships (loans, deposits, trust, insurance, investment services) with directors/affiliates are on substantially the same terms as with unrelated parties; no such loans were nonaccrual, past due, restructured, or potential problem loans in 2024.
- Audit Committee pre-approves related-party transactions per charter.
- Independence determination explicitly considered these relationships and affirmed independence for Ms. Burkhart.
Compensation Committee Process (Program Oversight)
- Uses independent consultant McLagan (Aon) with safeguards to ensure advisor independence; authority to retain/terminate advisors; reviews total fees and potential conflicts.
- Committee also recommends non‑employee director compensation to the Board; CEO not present when his compensation is deliberated.
Governance Assessment
- Strengths
- Independent director with CPA credentials; active on Audit and Risk committees and Chair of Trust—strong governance signal for oversight of financial reporting, fiduciary, and enterprise risk.
- Meets PNFP’s independence criteria; attendance threshold met by all incumbents; independent director executive sessions held regularly with a designated Lead Independent Director.
- Alignment: Robust ownership guidelines (300% of average director pay) with company-wide compliance; anti‑hedging policy; pledging discouraged.
- Potential watch items
- Program-level mix skews cash-heavy vs peers (cash ~85th percentile; equity ~50th), which can draw alignment scrutiny for non‑employee directors (not specific to Ms. Burkhart).
- Multiple committee workloads require continued focus on capacity and attendance to maintain effectiveness; however, the vesting condition directly ties equity to attendance.
- Red flags observed in filings regarding Ms. Burkhart
- None noted: no related‑party issues beyond standard banking relationships on market terms; no hedging allowed; pledging disfavored; all directors compliant with ownership guidelines; no attendance shortfall disclosed.