David Meredith

About David Meredith

David L. Meredith is Executive Vice President of Renasant Corporation and Chief Credit Officer of Renasant Bank. He has served as EVP and Chief Credit Officer since January 2018 (age 58 as of the 2025 annual meeting), following earlier credit leadership roles across the bank’s divisions . Renasant’s long‑term incentive pay framework for senior executives emphasizes three-year, relative performance against peers on ROTCE (PPNR), ROTA (PPNR), and TSR—weighted 40%/40%/20%—with threshold/target/superior set at the 25th/50th/75th percentiles, linking equity payouts to multi-year value creation . For 2023, company-level annual cash metrics (EPS, efficiency ratio, ROTCE) missed targets, and the compensation committee paid discretionary bonuses (75% of target for NEOs) after assessing “core” performance and macro impacts; equity performance awards for the 2021–2023 cycle paid below target based on relative results—signals of how pay and performance interact for senior leadership .

Past Roles

Fixed Compensation

• Program design: executives receive base salary determined annually based on individual performance, internal equity, and peer practices near median; 2024 program consists of base salary, annual performance-based cash awards (PBRP), performance-based equity awards, and time-based equity awards .
• Note: Renasant’s 2023 program applied discretionary bonuses in lieu of PBRP payouts due to below-target results on absolute metrics (EPS, efficiency ratio, ROTCE) .

Performance Compensation

• Long-term equity design: three-year cycles; measures are relative to peer group; weights and performance gates shown below .
• 2023 annual cash program (PBRP) metrics, thresholds, and actual results (company-wide) .

Additional design and 2023 actions:

• A portion of 2023 three-year time-based awards was amended to add performance conditions, aligning ~50% of equity awards to performance objectives; one-year time-based awards were used selectively for retention .
• Equity options are not used—no stock options have been granted since 2013 .

Equity Ownership & Alignment

• Stock ownership guidelines: apply to directors and executive officers; increased in January 2024 for directors to 5x annual cash retainer; pledged shares do not count toward minimums .
• Executive alignment practices: NEOs must hold net shares for two years post-vesting/end of performance cycle; shares cannot be sold or pledged during holding period (waived only for death, disability, retirement, or change-in-control). Anti-hedging policy prohibits hedging by directors, officers, and employees; pledging is permitted but excluded from guideline compliance .
• As of January 1, 2025, NEOs exceeded ownership guidelines (company disclosure for NEOs only) .

Employment Terms

• Employment agreement: Meredith is an executive officer appointed annually by the board and serves at its discretion; he is not among the NEOs (nor the specified executives) with employment agreements .
• Change-in-control: company policy uses double-trigger (transaction plus qualifying termination within two years) for change-in-control benefits; clawback policy updated in Q4 2023 to comply with SEC/NYSE rules (applies to cash and equity) .
• LTIP treatment at change-in-control: options (if any) vest and remain exercisable; performance measures deemed achieved at target; service periods unaffected unless otherwise provided .

Performance & Track Record

• 2021–2023 LTIP (for NEOs) paid below target: ROTA fell below threshold; ROTCE and TSR between threshold and target, resulting in sub-target share payouts—illustrates committee’s adherence to relative measures for long-term awards .
• Legal/regulatory: company reports no current legal proceedings involving directors or executive officers adverse to the company or bank .

Vesting Schedules and Selling Pressure Indicators

• Time-based equity: standard three-year vesting; selective one-year awards in 2023; weighted average remaining vesting period for outstanding awards was 2.19 years at year-end 2023 .
• Insider transactions: Form 4 trade-level data was not retrievable during this session; will monitor for any RSU/PSU vesting-related tax sales or open market activity in subsequent updates. Programmatic restrictions (two-year post-vesting hold for NEOs; anti-hedging; pledge exclusions from guideline compliance) reduce opportunistic selling/hedging risk .

Investment Implications

• Alignment: Relative, three-year equity performance metrics (ROTCE/ROTA/TSR) and the clawback policy support pay-for-performance for senior leadership, including the credit function overseen by Meredith .
• Retention: Meredith is appointed annually and does not have an employment agreement, increasing theoretical at‑will flexibility; however, time-based equity and multi-year performance awards serve as retention levers across senior executives .
• Selling pressure: No options since 2013 reduces forced exercises; equity structures, two-year post-vesting hold for NEOs, and anti-hedging/pledge exclusions limit near-term selling dynamics—specific Form 4 activity for Meredith pending further data .
• Pay discipline risk: The committee’s 2023 discretionary cash bonuses despite below-target absolute metrics reflect judgment amidst macro headwinds; this introduces modest pay discipline risk but was grounded in “core” performance analyses and peer context .