Gary Butler

About Gary D. Butler

Gary D. Butler, Ph.D., is an independent director at Renasant Corporation (RNST), serving since 2020. Age 54, he is the founder, chairman, and CEO of Camgian Corporation and serves on the Vanderbilt University School of Engineering Board of Visitors; his credentials include algorithms, AI, signal processing, and advanced information technologies relevant to data analytics and cybersecurity oversight . The board has determined he is independent under NYSE rules; RNST’s board held 14 meetings in 2024 (six executive sessions of independent directors), with all directors attending at least 75% of board and committee meetings .

Past Roles

External Roles

Board Governance

• Independence: Independent director per NYSE standards; not an RNST employee .
• Tenure: Director since 2020 (five years as of the 2025 annual meeting) .
• Committees (2024):
  • Audit Committee – Member; 12 meetings; chair: John T. Foy; vice-chair: Jill V. Deer .
  • Nominating & Corporate Governance Committee – Member; 5 meetings; chair: Neal A. Holland; vice-chair: John M. Creekmore .
  • Enterprise Risk Management (ERM) Committee – Member; 5 meetings; chair: Richard L. Heyer; vice-chair: John T. Foy .
• Attendance & engagement: Board held 14 meetings; all directors at least 75% attendance; six independent-director executive sessions led by Lead Director John M. Creekmore .
• Policies:
  • Majority voting policy in uncontested elections with required resignation if “withhold” > “for” votes .
  • Stock ownership guidelines for directors: ≥500 shares in year one and within five years holdings equal to 5x the annual cash retainer; as of Jan 1, 2025, all directors with ≥5 years service (except Ms. Flenorl) met the ~$350,000 threshold (based on $70,000 retainer and $36.31 average price) .
  • Hedging policy prohibits hedging and short sales; pledging permitted but pledged shares excluded from ownership guideline compliance; pledge disclosures provided in ownership tables .

Fixed Compensation

Director compensation framework:

• Cash: uniform annual retainer ($70,000) with incremental retainers for lead director and certain chairs; no meeting fees, special transaction fees, “one-time” payments, or tax gross-ups (except minimal legacy items for executives, not directors) .
• Equity: each non-employee director received a time-based restricted stock award of 2,356 shares on April 23, 2024, vesting at the 2025 annual meeting; grant-date fair value ~$70,704 per director .

Performance Compensation

• RNST does not disclose performance-conditioned compensation for directors; equity grants to directors are time-based (no director performance metrics tied to pay) .
• Equity grant details:
  • RSU/time-based restricted stock: 2,356 shares granted April 23, 2024; vest April 22, 2025 .
  • RNST has not granted stock options since 2013; no options outstanding for directors .

Other Directorships & Interlocks

• RNST identifies related-person transactions generically (director/customer loans at market terms), with no Butler-specific related-party transaction disclosure; pledge disclosures are explicit for other directors (e.g., Mr. Holland) and not for Butler .

Expertise & Qualifications

• AI, algorithms, signal processing, internet/wireless communications—applied in national security and finance—support RNST’s data strategy and cyber/IT oversight .
• M&A execution experience (Camgian’s growth by acquisition) aligns with RNST’s active transaction environment (e.g., FBMS merger oversight) .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent director with strong technology/cyber expertise; sits on Audit, Nominating, and ERM—core governance committees driving financial integrity, board composition, and risk oversight .
  • Meets stock ownership guidelines; economic alignment reinforced by two-year post-vesting holding requirements for executives and strict anti-hedging policy; majority voting policy improves accountability .
  • Board engagement: 14 meetings; six independent executive sessions; training across capital, compensation, compliance/cyber—supports effective oversight .
  • Shareholder support for pay practices: say-on-pay approval 96.7% in 2024, signaling investor confidence in RNST’s compensation governance .

• Watch items / potential red flags:

  • Director exculpation amendment proposed in 2025 (to eliminate monetary liability except for defined exceptions) may modestly reduce perceived director accountability despite being common practice; investors should monitor overall governance practices and committee effectiveness .
  • Board expanding to 18 post-FBMS merger—ensure committee load, independence, and decision agility remain strong; continued refresh and performance assessments are important .
  • Pledging permitted (though excluded from guideline compliance); while no pledge noted for Butler, ongoing monitoring of any pledging across the board is prudent .
  • Audit Committee financial expert designation applies to Mr. Foy and Mr. Suggs; Butler is not designated as an “audit committee financial expert,” underscoring reliance on his technology/cyber strengths rather than accounting expertise .

• Related-party/transactions:

  • RNST reports director/customer banking relationships at market terms; no Butler-specific related-party transactions disclosed; board reviews related person transactions per Regulation O and company policy .

• Shareholder alignment:

  • Director compensation is balanced between cash retainer and time-based equity; no discretionary/guaranteed items, no meeting fees; consistent peer-benchmarked levels under Meridian’s advisement .