Albert Dale III

About Albert J. Dale, III

Albert J. “Al” Dale, III (age 74) has served as an independent director of Renasant Corporation since 2007; he is chairman of Dale, Inc., and previously served as its president from 1985 to December 2018, bringing multi‑decade operating experience in a multi‑state specialty building products business based in Nashville, TN . He is independent under NYSE rules (all directors other than employees are independent), and all directors (including Dale) attended at least 75% of Board and applicable committee meetings in 2024; the Board held 14 meetings and independent directors met in six executive sessions . His core credentials include customer‑centric commercial acumen, oversight of a multi‑state enterprise, and deep knowledge of the Nashville growth market .

Past Roles

External Roles

Board Governance

• Current RNST Board committees and roles: Chair, Compensation Committee; Member, Executive Committee; Member, Enterprise Risk Management (ERM) Committee .
• Committee activity levels in 2024 (context for engagement/workload): Compensation (8 meetings), Executive (15), ERM (5); Audit (12), Nominating (5) .
• Independence and attendance: Independent director; all directors attended ≥75% of Board and committee meetings in 2024; Board held 14 meetings; independent directors held six executive sessions .
• Shareholder engagement: As Compensation Chair, Dale participated directly in late‑2023/early‑2024 outreach with top institutional and large shareholders representing ~29% of outstanding shares to solicit feedback on pay practices .
• Say‑on‑Pay signal: 2024 Say‑on‑Pay support was 96.7%, indicating strong investor alignment with pay design .
• Clawback policy: The Compensation Committee (chaired by Dale) administers RNST’s clawback policy .
• Stock ownership guidelines for directors: 5x annual cash retainer (=$350,000 at Jan 1, 2025), measured at $36.31 average share price; all directors with ≥5 years of service (including Dale) met the guideline (Ms. Flenorl excepted as still within compliance window) .
• Hedging/Pledging: Hedging prohibited; pledged shares (if any) do not count toward ownership guidelines; no Dale‑specific pledging disclosed .

Fixed Compensation

Notes: Non‑employee directors receive the same-value annual stock award; no tax gross‑ups, no special/strategic compensation (e.g., for mergers), and no negotiated individual fees .

Performance Compensation

• Structure for directors: No performance‑based director pay; director equity is time‑based RS that vests at the next annual meeting—no PSUs/options or performance metrics apply .

Other Directorships & Interlocks

• Public company directorships: None disclosed for Dale beyond RNST .
• Compensation committee interlocks: RNST discloses no interlocks; none of RNST’s executives served on another company’s comp committee, nor did executives of other companies serve on RNST’s comp committee or Board in an interlocking way in 2024 .

Expertise & Qualifications

• Operating experience: 30+ years leading a multi‑state specialty contractor (Dale, Inc.), providing customer‑centric growth and risk insights .
• Market expertise: Deep knowledge of Nashville, TN—a key RNST growth market—supporting market strategy and business development .
• Governance skillset: As Compensation Chair, leads pay design oversight, shareholder engagement, and clawback administration .

Equity Ownership

Pledging/Hedging: Hedging prohibited; no Dale‑specific pledging disclosure; pledged shares (if any) would not count toward guidelines .

Governance Assessment

• Positives for investor confidence:
  • Independent director with long operating track record; chairs Compensation and sits on Executive and ERM—positions central to talent, pay risk, strategy cadence, and enterprise risk oversight .
  • Direct shareholder engagement as Compensation Chair (covering ~29% of shares) and strong Say‑on‑Pay result (96.7%) signal credible stewardship of pay practices .
  • Meaningful equity alignment: annual RS grant, DSU participation, and confirmed compliance with stringent 5x‑retainer ownership guideline; hedging prohibited .
• Monitoring items:
  • Tenure and age: On Board since 2007 and age 74—Board notes deliberate refresh (FBMS additions) to balance experience and new perspectives; continued succession planning at committee leadership advisable .
  • Workload: Material committee load (Comp Chair; Executive; ERM) in a year with elevated activity (M&A, capital raise) underscores reliance on his expertise; continued attention to committee refresh and depth is prudent .
• Conflicts/related‑party risk:
  • RNST discloses related‑party review controls; no related‑party transactions or conflicts disclosed for Dale; ordinary‑course director loans/deposits are governed by Regulation O; no legal proceedings involving directors adverse to RNST disclosed .

Contextual governance development: RNST is seeking a charter amendment to add a director exculpation clause (standard among peers) to eliminate monetary liability for certain director actions (subject to statutory exceptions), which can influence director recruitment and risk‑taking balance; approval requires majority of votes cast .