Terry Turner
PINNACLE FINANCIAL PARTNERSAbout Terry Turner
M. Terry Turner (age 70) is President and CEO of Pinnacle Financial Partners and its bank subsidiary, roles he has held since the company’s formation; he has served as a director since 2000 and holds a B.S. in Industrial Management from Georgia Tech (1976) . 2024 outcomes underpinning pay-for-performance include adjusted FDEPS of $6.89 vs. $7.42 in 2023, adjusted total revenues of $1.797B vs. $1.695B in 2023, TBV accretion of 9.5%, and net income of $475.1M; 2019–2024 cumulative TSR was 189.15 vs. peer group TSR 130.90, and deposits grew 11.2% in 2024 . Turner beneficially owns 282,136 PNFP shares (0.36% of shares outstanding) as of the 2025 record date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arthur Andersen & Co. | Consultant | Not disclosed | Consulting experience preceding banking career |
| Park National Bank (Knoxville) | Various management positions | Joined 1979 | Early banking operating roles |
| First American National Bank (Nashville) | President, General Bank | 1994–1998 | Executive responsibility for banking operations |
| First American Corporation | President, Investment Services Group | Nov 1998–Oct 1999 | Led trust and investment operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Nashville Sports Council | Chairman of the Board | Not disclosed | Civic leadership |
| Brentwood Academy | Chairman, Board of Trustees | Not disclosed | Education governance |
| Salvation Army | Advisory Board Chairman | Not disclosed | Community engagement |
| Southern Baptist Foundation | Vice Chairman | Not disclosed | Non-profit leadership |
| Belmont University | Board of Trustees | Not disclosed | Higher education governance |
| Federal Reserve Bank of Atlanta (Nashville Branch) | Member | Not disclosed | Regional economic insight |
| Nashville Chamber of Commerce | Board of Governors | Not disclosed | Business community leadership |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 1,172,000 | 1,217,000 | 1,219,000 | NEOs received a 3% base increase for 2025 (general) |
| Target AIP (% of Salary) | 110% | 110% | 110% | Asset-quality gate applies |
| Actual AIP Payout ($) | 1,589,494 | 829,994 | 1,314,082 | 2024 payout = 98% of target; CEO paid ~108% of salary |
| 2025 Target AIP (% of Salary) | — | — | 125% | Shifted mix toward AIP in 2025 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual (Adjusted) | Component Payout |
|---|---|---|---|---|---|---|
| Fully Diluted EPS (FDEPS) | 75% | <$6.20 | $7.00–$7.22 | >$7.22 | $6.89 | 68.5% of the 75% weight |
| Total Revenues | 25% | <$1.585B | $1.740–$1.820B | >$1.820B | $1.797B | 29.5% of the 25% weight |
| Asset Quality Gate | — | — | CAR < 35% required | — | 3.8% achieved | Gate met |
| Total Payout | — | — | 100% at target | 125% cap | — | 98% of target for all participants |
Notes: Adjustments excluded security sale losses and MSR recognition consistent with plan terms .
Long-Term Incentive (LTI) – 2024 Grants and Structure
| Element | Design | 2024 Turner Grant | Valuation/Notes |
|---|---|---|---|
| Time-based RSUs | 30% of target LTI; vest 1/3 annually on grant anniversaries through 2027 | 12,162 units (1/18/2024) | Grant-date fair value $1,020,027 |
| Performance-based RSUs (PSUs) | 70% of target LTI; 3-yr performance vs peer-relative ROATCE and TBV Accretion (equal weight); max 200%; +/-20% TSR modifier; soundness gate on NPA | Target 28,378; Max 68,106 (1/18/2024) | Grant-date fair value $2,506,345 (target); max value $6,015,122 |
Performance calibration: target at ~75th percentile of peers; max at ~95th percentile . Company excludes dividends from TBV Accretion from 2024 to improve comparability .
PSU Settlement Calendar (Potential Supply Windows)
| Award | Performance Period End | Settlement Timing | Turner Units |
|---|---|---|---|
| Special PSUs (1/20/2022) | 12/31/2024 (estimated 65% earned) | Post 1-yr hold: shares issued after 12/31/2025; soundness target achieved | 60,000 target (max=target) |
| PSUs (1/19/2023) | 12/31/2025 | Settlement after 2025 10-K and peer placement; estimated 47% of max | 81,310 max units assumption in table |
| PSUs (1/18/2024) | 12/31/2026 | Settlement after 2026 10-K and peer placement; estimated 66% of max | 68,106 max units assumption in table |
Clawbacks: AIP subject to recovery for materially inaccurate results; Board adopted a restatement-based compensation recovery policy on Oct 17, 2023 in line with SEC/Nasdaq rules (3-year lookback) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 282,136 common shares (0.36% of outstanding) as of 2/20/2025 record date |
| Unvested RSUs (12/31/2024) | 24,649 units; market value $2,819,599 (@$114.39) |
| Unearned PSUs (12/31/2024) | 297,116 units; market value $33,987,099 (@ max, $114.39) |
| Stock Options | None outstanding (company hasn’t granted options since 2008) |
| Ownership Guidelines | CEO minimum = 400% of salary; all applicable executives exceed minimums (excl. newly promoted CCO) |
| Hedging/Pledging | Hedging/short sales prohibited; pledging disfavored and excluded from guideline compliance |
| Section 16 Compliance | All directors/officers timely filed in 2024 per company review |
Employment Terms
| Term | Turner Summary |
|---|---|
| Agreement & Renewal | Employment agreement auto-renews each Jan 1 unless non-renewal notice by Nov 30 |
| Severance (no CIC) | If terminated without cause: 3 years’ base salary; if executive terminates for “cause” (good reason): up to 12 months’ base salary |
| Change-in-Control (CIC) | Double-trigger: if terminated without cause or exec terminates for “cause” within 12 months post-CIC, lump sum = 3x (base + target bonus) + certain retirement benefits + 3 years of health benefits |
| Excise Tax Gross-Up | Company estimates 20% excise tax gross-up obligation for Turner ≈ $6.2M under CIC scenario (includes equity acceleration in calculation) |
| Definitions | CIC generally: >40% voting acquisition, board turnover, merger with <50% post-vote for current holders, or sale of substantially all assets |
Board Governance & Service
- Board service: Director since 2000; non-independent executive director .
- Roles: CEO and Chair of the Board’s Executive Committee; non-voting member of the Climate Sustainability Committee .
- Board leadership structure: Separate Chair (Robert A. McCabe, Jr.); Lead Independent Director (Abney S. Boxley III) presides over executive sessions; 77% independent in 2024, expected 75% after meeting .
- Executive sessions: Independent directors met in executive session four times in 2024 .
- Meeting attendance: All incumbent directors met the ≥75% attendance requirement in 2024 .
- Director pay: Employees (including Turner) receive no additional compensation for director service .
Director Compensation (for context; not applicable to Turner)
| 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 Fee | $35,000 | $35,000 |
Compensation Structure Analysis
- Pay mix emphasizes performance: NEO equity largely performance-based; CEO’s LTI 70% PSUs/30% RSUs; broad AIP participation (~93% of employees) with corporate-only goals creates “win together, lose together” alignment .
- AIP risk controls: Asset-quality gate (classified asset ratio) and caps; 2024 gate met (3.8% vs ≤35%) .
- LTI rigor: Peer-relative ROATCE and TBV Accretion (target ~75th percentile; max ~95th percentile) plus TSR modifier; soundness gating via NPA .
- Year-over-year dynamics: Turner's 2024 stock awards $3.526M (vs. $3.504M in 2023; $7.995M in 2022 due to special PSUs); AIP payout rose to $1.314M in 2024 vs. $0.830M in 2023 as outcomes improved; 2025 raises shift some pay from equity LTI to cash AIP at target .
- Governance watch-items: Excise tax gross-up in CIC (red flag among investors); prior modification of 2020 PSUs in 2021 noted in equity footnote (details not provided) .
Perquisites and Benefits
- Retirement/deferral: NEOs (other than acquired-plan holdovers) participate in 401(k); no company-sponsored defined benefit or deferred compensation for Turner .
- Aircraft usage: Board-authorized personal aircraft use limit of up to $100,000 for Turner in 2024 (deducted from equity at target); similar approach in 2025 .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 94.2% FOR; Compensation Committee viewed results as supportive of program .
2024/Recent Performance Context
| Item | 2024 Result |
|---|---|
| Adjusted FDEPS | $6.89 (GAAP $5.96; adjustments per plan) |
| Adjusted Total Revenues | $1.797B (GAAP $1.737B; prior year $1.695B) |
| Deposit Growth | 11.2% YoY |
| Loan Growth | 8.6% YoY |
| Asset Quality | NPA ratio 0.42%; classified assets ratio 3.79%; net charge-offs 0.23% |
| TBV Accretion | 9.5% |
| Net Income | $475,056,000 |
| TSR (2019–2024) | PNFP 189.15 vs. peer group 130.90 |
Investment Implications
- Alignment and performance orientation: High share ownership, strict anti-hedging rules, and performance-weighted LTI tied to ROATCE/TBV accretion and TSR support long-term alignment; asset-quality gates reduce risk-taking incentives .
- Payout sensitivity: AIP is 75% EPS- and 25% revenue-based; 2024 paid at 98% of target despite mixed macro headwinds; 2025 increases AIP target to 125% for CEO, modestly raising cash-at-risk leverage .
- Upcoming equity settlements: Special PSUs (2022 grant) settle after 12/31/2025; 2023 PSUs after 2025 10-K; 2024 PSUs after 2026 10-K, creating identifiable equity delivery windows for modeling share issuance and dilution impact .
- Governance flags: CIC excise tax gross-up persists (estimated ~$6.2M for Turner), which some investors view unfavorably; otherwise, independent board oversight (Lead Director; four executive sessions in 2024) mitigates dual-role concerns .