Richard Callicutt
PINNACLE FINANCIAL PARTNERSAbout Richard Callicutt
Richard D. Callicutt II (age 66) is Chairman of the Carolinas and Virginia for Pinnacle Financial Partners (PNFP) and a director since June 16, 2017, with 30+ years of banking experience, including service as CEO of BNC Bancorp before its acquisition by PNFP . He holds a B.S. from High Point University and currently serves on the Board of Trustees of High Point University and the North Carolina Chamber of Commerce . PNFP’s 2024 performance (context for pay-for-performance): GAAP FDEPS $5.96, adjusted FDEPS $6.89, GAAP revenues $1.74B, adjusted revenues $1.80B; ROATCE 11.1% and TBV accretion 9.5% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of North Carolina (BNC) | Various roles; President & CEO of Bank of North Carolina | 1991–2017 | Led operations culminating in BNC’s merger with PNFP; extensive operational knowledge |
| BNC Bancorp | President & CEO | 2013–2017 | Drove performance and positioned BNC for sale to PNFP |
| BNC Bancorp & Bank of North Carolina | Director | 2003–2017 | Board oversight prior to PNFP merger |
| Pinnacle Financial Partners | Chairman of the Carolinas & Virginia | 2017–present | Regional growth and integration post-merger |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| High Point University | Board of Trustees | Current | Higher-education governance; community ties |
| North Carolina Chamber of Commerce | Board Member | Current | Business advocacy and regional network |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $765,000 | $797,000 |
| AIP Target (% of Base) | 80% | 80% |
| AIP Actual Payout ($) | — | $624,848 (paid Jan 2025; 98% of target) |
Notes:
- AIP design: 75% weighting to FDEPS and 25% to total revenues; payout interpolated vs tiers and contingent on asset quality threshold .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weighting | Target | Actual (2024) | Payout Contribution |
|---|---|---|---|---|
| Fully Diluted EPS (Adjusted) | 75% | $7.00 for target; $7.22 for max | $6.89 | 68.5% of the 75% component |
| Total Revenues (Adjusted) | 25% | $1.740–$1.820B for target/max | $1.797B | 29.5% of the 25% component |
| Total AIP Payout | — | — | — | 98% of target (Callicutt received $624,848) |
Long-Term Incentive (LTI) – 2024 Grant Mechanics (awarded Jan 18, 2024)
| Item | Details |
|---|---|
| Grant Date Fair Value (Total) | $1,327,652, split PSUs $943,611 and RSUs $384,041 |
| PSUs Max Grant-Date Value (at max) | $2,264,525 |
| Time-based RSUs (#) | 4,579 units; vest 33% annually through 2027 |
| PSUs Target / Max (#) | 10,684 target; 25,640 max (incl. TSR modifier) |
| Estimated PSUs Earned (Dec 31, 2024) | 16,988 units (≈66% of max incl. TSR) |
| Performance Metrics & Weighting | ROATCE (avg each year) 50%; TBV accretion (3-year) 50%; peer-relative (75th percentile = target; 95th = max); TSR modifier ±20% vs KBW Regional Bank Index |
| Dividend Equivalents | Accrued, payable only if units earned and settled |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 85,127 | 0.11% of shares outstanding |
| Shares Pledged (Collateral) | 31,000 | Pledged to secure indebtedness (RED FLAG) |
| Depositary Shares (Series B Pref., 1/40th each) | 300 | Holds 300 depositary shares |
Stock ownership guidelines: PNFP discloses pledged shares but does not detail executive ownership multiple requirements in the proxy; compliance status is not specifically stated for Callicutt. Pledging indicates potential misalignment risk .
Employment Terms
| Provision | Terms |
|---|---|
| Current PNFP Role | Chairman of the Carolinas & Virginia (officer since 2017) |
| Employment Agreement (post-merger with PNFP) | Initial term ending Dec 31 of the year containing the third anniversary of closing; base salary $630,000 (original) and target bonus ≥75% (historical from S-4 at PNFP acquisition of BNC) |
| Severance (no CoC) | If terminated without cause: salary continuation up to 3 years; health premium reimbursement; vesting of certain pre-merger RSAs |
| Change-in-Control (double trigger) | Lump sum = 3x (base + target bonus); 3 years health benefits; tax assistance up to $2,500/year for 3 years; vesting of certain RSAs; 280G cutback (no gross-up) if better after-tax |
| Additional Cash Payment | $763,333 after any termination (paid in ten monthly installments commencing ~90 days post-termination) |
| Non-Compete / Non-Solicit | 3 years post-termination (from BNC agreement incorporated) |
| Salary Continuation Agreement (SERP-equivalent) | Commenced at age 65 (Feb 3, 2024): $325,000 annually, payable monthly for life, escalating 1.5% annually; 2024 payments aggregated $271,250 |
Golden parachute estimates (pending merger closing):
| Component | Amount ($) |
|---|---|
| 2025 Bonus (single-trigger) | $923,625 |
| Cash Severance (double-trigger) | $4,679,700 |
| Equity (single-trigger vesting at closing) | $7,354,528 |
| Perquisites/Benefits | $40,000 |
| Total | $12,997,853 |
Treatment notes:
- PNFP NEO equity awards (except RSUs granted after July 24, 2025) “single-trigger” vest at closing and convert into Newco shares plus cash dividend equivalents; PSUs vest at maximum for conversion purposes .
- Cash severance payable only upon qualifying termination within 12 months post-closing (double trigger) .
Board Governance
- Director service: Director since June 16, 2017; not independent (employee director) .
- Committee memberships (Company and Bank; 2025 slate): Executive Committee (member), Community Affairs Committee (member), Trust Committee (member) .
- Attendance: All incumbents met ≥75% attendance in 2024 .
- Independence oversight: Lead Independent Director (Abney S. Boxley) chairs executive sessions; independent directors held four executive sessions in 2024 .
- Board leadership: Chairman is an employee (R.A. McCabe); CEO is a director; strong committee independence (Audit, Compensation, Nominating, Risk fully independent) .
Director Compensation
- As an employee-director, Callicutt received no director compensation in 2024 (cash or stock awards) .
- Non-employee director program (for context): Annual retainer $65,000 cash + $80,000 restricted shares; committee chair and member retainers per committee (unchanged for the term ending March 1, 2026) .
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Richard D. Callicutt II | — | — | — |
Performance & Track Record (PNFP context)
| Metric | 2023 | 2024 |
|---|---|---|
| GAAP FDEPS ($) | $7.14 | $5.96 |
| Adjusted FDEPS ($) | $7.42 | $6.89 |
| GAAP Total Revenues ($B) | $1.695 | $1.737 |
| Adjusted Total Revenues ($B) | — | $1.797 |
| ROATCE (%) | — | 11.1% |
| TBV Accretion (%) | — | 9.5% |
| Deposit Growth YoY (%) | — | 11.2% |
Compensation Structure Analysis
- Equity-heavy, performance-oriented design: For NEOs, 70% of LTI is performance-based PSUs; targets set around peer 75th percentile; TSR modifier adds alignment; all associates participate in AIP (“win together, lose together”) .
- 2024 short-term outcomes: AIP paid at 98% of target despite macro headwinds, reflecting revenue growth and asset quality threshold compliance .
- Multi-year performance awards: 2024 PSUs estimated at ~66% of max as of year-end; prior award frameworks adjusted for COVID-era comparability, with committee considering AOCI exclusions for 2022 awards certification (watch governance rigor) .
Equity Ownership & Alignment Signals
- Skin-in-the-game: 85,127 common shares (0.11%) indicate material personal exposure to PNFP equity .
- Pledging (red flag): 31,000 shares pledged as collateral—can introduce forced selling/overhang under stress and is typically discouraged by governance best practices .
- Dividend equivalents accrue on unvested units and pay only if performance earned—limits windfalls .
Say-on-Pay & Compensation Committee Practices
- Say-on-Pay approval 2024: 94.2% “For,” indicating strong shareholder support .
- Peer benchmarking and consultant independence: Committee uses McLagan (Aon) with formal independence safeguards; sets goals to drive top-quartile peer performance .
Investment Implications
- Alignment: Callicutt’s pay framework is tightly linked to ROATCE/TBV accretion and relative TSR, supporting long-term value creation; 2024 AIP calibration and payout at 98% signal disciplined but supportive incentive governance .
- Event risk and selling pressure: Single-trigger vesting of ~$7.35M equity upon merger closing plus $5.60M cash/change-in-control entitlements could create near-term supply/overhang as awards convert to Newco shares and liquidity decisions are made .
- Retention vs independence: Robust severance economics (3x salary+bonus; SERP life payments) reduce retention risk; however, pledged shares (31,000) and dual role (employee-director, not independent) warrant monitoring for governance optics and potential conflicts .
- No excise tax gross-up: His agreement applies an 280G cutback rather than gross-ups (positive from shareholder perspective relative to other PNFP NEOs) .
- Operating backdrop: PNFP’s adjusted EPS and revenue growth in 2024, plus solid ROATCE/TBV accretion, underpins incentive attainment; continued focus on deposit growth and capital optimization supports multi-year PSU potential, but macro-rate sensitivity remains a factor .