James Mabry IV
RENASANTAbout James Mabry IV
James C. Mabry IV (age 67) has served as Renasant Corporation’s and Renasant Bank’s Chief Financial Officer since August 2020 and as Executive Vice President over the same period; previously he was EVP of Investor Relations and M&A at South State Corporation (beginning August 2015) and a managing director at Keefe, Bruyette & Woods leading M&A, strategic advisory and capital markets for financial institutions . In 2024, annual cash incentives under the Performance-Based Rewards Plan (PBRP) were tied to EPS (50%), efficiency ratio (30%), and ROTCE (20%); adjusted results delivered EPS $2.91 (112.4% of target), efficiency ratio 67.31% (100.4% of target), and ROTCE 12.46% (110.8% of target), resulting in a total PBRP payout of $714,282 to Mr. Mabry . Long-term incentives pay out based on three-year relative performance to peers on ROTCE (PPNR), ROTA (PPNR), and TSR; for the cycle ended December 31, 2024, relative performance ranked at the 48th percentile (ROTCE), 33rd (ROTA), and 38th (TSR), producing an 80% of target equity payout of 6,047 shares to Mr. Mabry .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| South State Corporation | EVP, Investor Relations & Mergers/Acquisitions | Began Aug 2015; served until joining RNST in Aug 2020 | Led IR and M&A activities at a Southeast regional bank |
| Keefe, Bruyette & Woods (a Stifel Company) | Managing Director | Prior to Aug 2015 | Led M&A, strategic advisory, and capital markets services for financial institutions |
External Roles
No public-company board roles or external directorships disclosed in Mr. Mabry’s proxy biography .
Fixed Compensation
Multi-year compensation summary (as reported in DEF 14A):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $525,000 | $560,000 | $560,000 |
| Bonus ($) | $0 | $315,000 (discretionary) | $0 |
| Stock Awards ($) | $534,229 | $522,576 | $557,471 |
| Non-Equity Incentive Plan Compensation ($) | $787,500 | $0 | $714,282 |
| Changes in Pension Value & NQDC Earnings ($) | $0 | $0 | $0 |
| All Other Compensation ($) | $79,800 | $87,609 | $89,417 |
| Total ($) | $1,926,529 | $1,485,185 | $1,921,170 |
PBRP payout opportunities (as % of base salary):
| Executive | Threshold | Target | Superior |
|---|---|---|---|
| James C. Mabry IV | 37.5% | 75% | 150% |
All Other Compensation components (2024):
| Component | Amount ($) |
|---|---|
| 401(k) contributions | $13,800 |
| Long-term care and life insurance premiums | $1,109 |
| Restricted stock dividends | $51,370 |
| Automobile allowance | $12,000 |
| Professional/civic/country club dues | $11,040 |
| Disability insurance gross-up | $98 |
| Total | $89,417 |
Performance Compensation
2024 PBRP design and outcomes for Mr. Mabry:
| Metric | Weight | 2024 Target | 2024 Adjusted Actual | Payout ($) |
|---|---|---|---|---|
| Diluted EPS | 50% | $2.59 | $2.91 | $420,000 |
| Efficiency ratio | 30% | 67.57% | 67.31% | $126,282 |
| ROTCE (non-GAAP) | 20% | 11.25% | 12.46% | $168,000 |
| Total | 100% | — | — | $714,282 |
2024 equity grants (awarded January 1, 2024):
| Award type | Shares | Cycle/vesting | Grant-date fair value ($) |
|---|---|---|---|
| Time-based restricted stock | 8,276 | 3-year service vesting | $278,736 |
| Performance-based restricted stock (target) | 8,276 | 3-year performance cycle (2024–2026) | $278,736 |
Three-year LTIP performance cycle ended Dec 31, 2024 (peer-relative):
| Metric | Weight | Percentile | Award level | Shares paid (Mabry) |
|---|---|---|---|---|
| ROTCE (PPNR, non-GAAP) | 40% | 48th | 96% of target | 2,717 |
| ROTA (PPNR, non-GAAP) | 40% | 33rd | 66% of target | 2,158 |
| TSR | 20% | 38th | 76% of target | 1,172 |
| Total | 100% | — | 80% of target | 6,047 |
Vested restricted stock in 2024:
| Shares vested | Value realized ($) |
|---|---|
| 20,201 | $697,471 |
Equity Ownership & Alignment
- Beneficial ownership: 108,644 shares; less than 1% of outstanding common stock .
- Stock ownership guidelines: required minimum 250% of base salary; Mr. Mabry at 541% (includes direct/indirect holdings, time-based RS, family, 401(k)/DSU; excludes pledged and performance-based) .
- Anti-hedging and pledging: hedging prohibited; pledging permitted but excluded from ownership guideline compliance; two-year post-vest holding period prohibits sale or pledging of vested shares during the hold .
- Pledging: no pledging disclosed for Mr. Mabry in the beneficial ownership table footnotes .
Outstanding equity awards (as of Dec 31, 2024):
| Type | Shares | Key date | Reference value |
|---|---|---|---|
| Time-based RS (unvested) | 6,977 | Service period ends 1/1/2025 | $249,428 market value |
| Time-based RS (unvested) | 6,458 | Service period ends 8/1/2025 | $230,874 market value |
| Time-based RS (unvested) | 6,951 | Service period ends 1/1/2026 | $248,498 market value |
| Time-based RS (unvested) | 8,276 | Service period ends 1/1/2027 | $295,867 market value |
| Performance-based RS (target) | 6,951 | Performance cycle ends 12/31/2025 | $248,498 target value |
| Performance-based RS (target) | 8,276 | Performance cycle ends 12/31/2026 | $295,867 target value |
Additional vesting detail (2024 events):
| Time-based RS vested | Vesting date | Per-share value |
|---|---|---|
| 7,697 shares | January 1, 2024 | $33.68 |
| 6,457 shares | August 1, 2024 | $34.39 |
Employment Terms
- Change-in-control economics: Double-trigger; cash severance = 2.5x the sum of base salary and average bonus (prior two years) plus up to 18 months COBRA; no excise tax gross-ups; 280G cutback applies; restricted stock performance metrics deemed satisfied at target and vest per schedule, with acceleration only upon involuntary termination without cause or constructive termination within 24 months post-CIC .
- Non-renewal: If the company gives non-renewal notice before the fifth anniversary of Mr. Mabry’s employment agreement (August 2025) and employment ceases, benefits equal to constructive termination are due; after the fifth anniversary, or if Mr. Mabry provides non-renewal, no additional amount is due .
- Potential payments (valued at $35.75/share; as of 12/31/2024):
| Scenario | Cash ($) | Perf RS ($) | Time RS ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|
| Disability/Retirement | $714,282 | $480,468 | $610,493 | — | $1,805,243 |
| Death | $714,282 | $480,468 | $610,493 | — | $1,805,243 |
| Termination without cause/Constructive termination | $980,000 | $480,468 | $610,493 | $32,832 | $2,103,793 |
| Change in control (double-trigger assumed) | $2,686,603 | $793,793 | $1,024,667 | $32,832 | $4,537,895 |
| Expiration of agreement | $980,000 | $480,468 | $610,493 | $32,832 | $2,103,793 |
- Clawback and alignment policies: Compensation subject to the Company’s Clawback Policy (effective Oct 2, 2023); subject to Hedging/Pledging Policy (effective Nov 6, 2019) and Stock Ownership Guidelines (effective Jan 8, 2020) .
Investment Implications
- Pay-for-performance alignment: Annual cash incentives tied to EPS, efficiency, and ROTCE with payouts above target for 2024; long-term equity linked to peer-relative ROTCE/ROTA and TSR over three years; options are not used, directing equity to RS and PSUs that align with shareholder returns .
- Retention and selling pressure: Significant unvested time-based and performance-based awards with service/performance end dates in 2025–2027 combined with a two-year post-vest holding requirement reduce near-term selling flexibility; expect potential tax-related sales around future vestings after hold periods expire .
- Change-in-control protection: Moderate CIC multiple (2.5x) with double-trigger and 280G cutback; accelerated vesting contingent on termination within 24 months post-CIC—limits windfalls and aligns with governance best practices (no gross-ups) .
- Ownership alignment: Beneficial ownership and guideline compliance at 541% of salary, no pledging disclosed, and anti-hedging policy—supports strong alignment and lowers governance risk .
- Execution risk signals: Relative LTIP metrics produced 80% of target for the 2024 cycle with TSR at 38th percentile; continued focus on peer-relative PPNR-based returns suggests disciplined performance orientation amid integration and portfolio-management factors noted by the committee’s 2024 adjustments .