Thomas Farnsworth

About Thomas C. Farnsworth

Thomas C. Farnsworth III (age 58) is an independent director of Pinnacle Financial Partners, Inc. (PNFP), serving since September 1, 2015. He is president and owner of Farnsworth Investment Company, a real estate development firm, and holds a bachelor’s degree in economics from Southern Methodist University. His background centers on commercial real estate and Memphis market expertise, including development of Harmony Reserve (Vero Beach, FL) and service on nonprofit boards. He was previously a director of Magna Bank until its merger with Pinnacle Bank on September 1, 2015 .

Past Roles

External Roles

Board Governance

• Independence: Determined to be an independent director under Nasdaq Listing Rule 5605(a)(2) .
• Board and committee attendance: All incumbent directors attended at least 75% of Board and committee meetings on which they served in 2024; the Board met six times .
• Executive sessions: Independent directors held four executive sessions in 2024, led by the Lead Independent Director (Abney S. Boxley) .
• Committee assignments and roles:
  • Human Resources & Compensation Committee — Chair; 7 meetings in 2024 .
  • Audit Committee — Member; 8 meetings in 2024 .
  • Risk Committee — Member; 4 meetings in 2024 .
  • Executive Committee — Member; 12 meetings in 2024 .
• Committee independence: Audit, Human Resources & Compensation, Nominating & Corporate Governance, and Risk Committees are fully independent .

Fixed Compensation

Director compensation schedule (applies to non-employee directors):

• Annual restricted shares: $80,000; granted March 1; vest March 1 following year; number of shares equals award value divided by grant-date closing price; vesting requires ≥75% meeting attendance .
• Annual cash retainer: $65,000 .
• Committee chair retainers: Audit $18,000; Human Resources & Compensation $10,000; Nominating & Corporate Governance $12,500; Risk $15,000; Trust $10,000; Community Affairs $6,250; Climate Sustainability $6,250 .
• Committee member retainers: Executive $12,000; Audit $12,000; Human Resources & Compensation $10,000; Nominating & Corporate Governance $7,500; Risk $10,000; Trust $7,500; Community Affairs $7,500; Climate Sustainability $7,500 .

Performance Compensation

• Director equity grants are time-based restricted shares (annual), not performance-conditioned; vesting tied to meeting attendance (≥75%) .
• As Compensation Committee Chair, Farnsworth oversees executive incentive design and outcomes:
  • AIP (annual cash incentive) 2024 payout: 98% of target for all associates including NEOs .
  • LTI (equity) primary metrics: ROATCE, TBV Accretion, and peer-relative TSR (70% performance-based RSUs, 30% time-based RSUs for NEOs) .
  • 2024 outcomes: ROATCE 11.1% and TBV Accretion 9.5% (GAAP) .
  • Asset-quality thresholds must be met before any AIP or LTI awards pay out .
  • Say-on-Pay support: 94.2% approval in 2024, viewed as endorsement of pay practices .

Additional governance in compensation:

• Independent consultant (McLagan/Aon) engaged; direct reporting to Comp Chair; safeguards to maintain objectivity .
• Peer benchmarking places PNFP’s average director total compensation near 74th percentile; cash near 85th; equity near 50th for 2024 peer set (21 firms, median assets $44.9B) .

Other Directorships & Interlocks

• Public company boards: None disclosed for Farnsworth beyond PNFP; prior public bank board experience at Magna Bank (pre-merger) .
• PNFP interlocks: Chairs Compensation Committee; member of Audit, Risk, and Executive Committees .

Expertise & Qualifications

• Commercial real estate development leader; Memphis market knowledge benefiting PNFP’s commercial banking focus .
• Nonprofit governance and civic leadership (Assisi Foundation; Memphis Zoo) .
• Prior bank directorship through Magna Bank contributing financial services domain familiarity .

Equity Ownership

Stock ownership guidelines and alignment:

• Directors must own shares valued at ~300% of average annual director compensation; unvested restricted shares excluded; guidelines must be met exclusive of pledged/margin shares .
• All directors are in compliance with ownership guidelines (exclusive of pledged shares) .
• Anti-hedging: Short sales and hedging transactions prohibited; annual certification required .
• Pledging: Disfavored; not counted toward guidelines. No pledge footnote disclosed for Farnsworth; one director (Callicutt) disclosed pledged shares (31,000) for credit lines; not applicable to Farnsworth .

Governance Assessment

• Positive indicators

  • Independence, multi-committee engagement, and chairing the Compensation Committee support board effectiveness and oversight .
  • Strong shareholder support for executive pay (94.2% Say-on-Pay) under his committee’s oversight .
  • Use of independent compensation consultant with safeguards to avoid management influence .
  • Ownership guideline compliance and absence of disclosed pledging, coupled with anti-hedging policy, bolster alignment and risk control .

• Watch items

  • Ordinary-course banking relationships with directors and affiliates (loans, deposits, trust/insurance/investment services) can present perceived conflicts; PNFP states market terms and no problem loans as of 2024 .
  • Cash-heavy director compensation is above peer cash median (near 85th percentile), though total and equity components are closer to mid/upper quartiles; monitor for incentives balance over time .

• Engagement and attendance

  • Met required attendance thresholds; Board held six meetings; his committees were active (Audit 8; Comp 7; Risk 4; Executive 12) — indicators of substantive involvement .