Donald Clark Jr.
RENASANTAbout Donald Clark, Jr.
Donald Clark Jr. (age 75 as of the 2025 Annual Meeting) is an independent director of Renasant Corporation (RNST) and senior counsel at Butler Snow, LLP; he previously served as chairman of Butler Snow for 14 years, ending in December 2019 . He joined Renasant’s board in July 2017 (upon the Metropolitan BancGroup acquisition) and brings expertise in public finance, economic development incentives, and government relations, with additional perspective as a former law firm leader overseeing multi‐office operations . He is affirmed independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Butler Snow, LLP | Senior Counsel; formerly Chairman | Chairman for 14 years, ending Dec 2019; currently Senior Counsel | Extensive public finance, economic development incentives, and government relations experience supports board risk oversight and stakeholder engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company directorships) | — | — | Mr. Clark’s Renasant biography does not list other public company boards . |
Board Governance
- Independence: Independent director under NYSE standards .
- Board and committee attendance: In 2024, the board held 14 meetings; all directors attended at least 75% of board and committee meetings (board also held six executive sessions of independent directors) .
- Lead independent director: Not Mr. Clark; the board’s Lead Director is John M. Creekmore .
- Executive sessions frequency: Six in 2024; presided over by the Lead Director .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 12 | Committee oversees financial reporting, auditor independence, internal audit; chairs/vice chairs: John T. Foy (Chair), Jill V. Deer (Vice Chair). Audit committee financial experts: Foy and Suggs . |
| Nominating & Corporate Governance Committee | Member | 5 | Oversees director nominations, governance policies, board/peer/committee assessments, and CSR oversight . |
| Compensation Committee | Member | 8 | Oversees exec pay, incentive design and risk, and the clawback policy; fully independent members . |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Change in Pension/Deferred Comp Earnings | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $76,667 | $70,704 | $2,131 | $2,096 | $151,598 |
- Structure and policy highlights: Base annual cash retainer $70,000 (effective 2024 Annual Meeting); additional retainers for lead director and committee chairs; no meeting fees or one-time/special payments; no tax gross-ups; equity grants are consistent across non-employee directors .
- Benefits in “All Other Compensation”: Cash dividends on restricted stock and limited imputed income for elected benefit coverage; for Mr. Clark, amount reflects dividends on restricted stock .
Performance Compensation (Director)
| Grant Date | Equity Type | Shares Granted | Fair Value | Vesting |
|---|---|---|---|---|
| Apr 23, 2024 | Time-based Restricted Stock | 2,356 | $70,704 | Vests at the 2025 Annual Meeting |
- Directors receive time-based equity only; no director performance metrics (TSR/ROTCE/ROTA) apply to director equity or cash retainers .
Other Directorships & Interlocks
- Other public company directorships: None disclosed in RNST proxy biography for Mr. Clark .
- Compensation committee interlocks: None; no RNST executive served on another company’s compensation committee where a member served on RNST’s committee, and vice versa (2024) .
Expertise & Qualifications
- Public finance, municipal bonds, economic development incentives, and government relations (Public Finance & Incentives Group at Butler Snow) .
- Enterprise leadership and risk oversight from tenure as chairman of a 350+ attorney, multi-office law firm; adds client/market perspective across RNST footprint .
- Resource to the board on enterprise risk practices and stakeholder/governmental engagement .
Equity Ownership
| Holder | Direct Shares | Options (60 Days) | Indirect/Other | Total | % of Class | Notes |
|---|---|---|---|---|---|---|
| Donald Clark, Jr. | 16,179 | — | 18,197 (9,098 in spouse IRAs; 9,099 in family trust where he is trustee) | 34,376 | <1% | No pledged shares disclosed for Mr. Clark; pledge disclosure in proxy applies to another director (Mr. Holland) . |
- Stock ownership guidelines (directors): Own ≥5× annual cash retainer (≥$350,000 based on $70,000 retainer) within five years; pledged shares do not count. As of Jan 1, 2025, all directors with ≥5 years of service met the guideline (Ms. Flenorl excepted due to onboarding in 2023). Average price used for the 20 trading days ended Dec 31, 2024 was $36.31 .
Potential Conflicts / Related-Party Exposure
- Hedging/pledging: Company policy prohibits hedging (e.g., collars, swaps) and short sales; pledging permitted but pledged shares do not count toward ownership guidelines .
- Related person transactions policy: Board reviews/approves loans or other dealings with directors and related persons; loans must be ordinary-course on market terms per Regulation O and other regs. Proxy discloses ordinary-course loans and services across directors/executives; no specific related person transaction is identified for Mr. Clark .
- Independence affirmed: Board determined Mr. Clark is independent under NYSE standards .
Governance Assessment
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Strengths:
- Multi-committee service (Audit, Compensation, Nominating) underscores governance engagement; all committees are fully independent .
- Director pay mix balanced with standardized equity and no meeting fees/one-off awards; no tax gross-ups; strong stock ownership guidelines and hedging prohibitions align board and shareholder interests .
- Board process rigor: Annual board/peer/committee assessments; six independent executive sessions in 2024; strong compensation risk controls (clawback policy updated for SEC/NYSE; double-trigger CIC; capped payouts) .
- Shareholder support: Say-on-pay approval of 96.7% at 2024 Annual Meeting—positive signal for pay governance .
-
Watch items / Red flags observed:
- None specific to Mr. Clark disclosed (no pledging, no related-party transactions, and attendance threshold met at the board level) .
- Audit Committee “financial expert” designation sits with other members (Foy, Suggs), not Mr. Clark; not a red flag but relevant to committee expertise coverage .
-
Implications for investor confidence:
- Mr. Clark’s legal/government relations background complements RNST’s regulatory and public-sector interfaces; multi-committee service and independent status support board effectiveness .
- Ownership alignment, hedging restrictions, and robust committee structures mitigate agency risk; the absence of disclosed conflicts tied to Mr. Clark further supports governance quality .