Jill Deer
RENASANTAbout Jill Deer
Jill V. Deer (age 62) is an independent director of Renasant Corporation, serving since 2010. She is Executive Vice President at Brasfield & Gorrie, L.L.C. (B&G), one of the nation’s largest privately held construction firms, and serves on B&G’s managing board of trustees; her background spans legal, risk management, human capital, and commercial real estate finance. The board has determined she is independent under NYSE rules; in 2024, the board held 14 meetings and all directors attended at least 75% of board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brasfield & Gorrie, L.L.C. | Executive Vice President; member, managing board of trustees | 2014–present | Led legal, risk management, HR, corporate responsibility; strategic planning and oversight; deep CRE/construction market insight across RNST footprint |
| Bayer Properties, L.L.C. | Executive officer and General Counsel | 1999–2014 | Commercial real estate ownership/development/management; finance expertise |
| Regional law firm (Birmingham) | Partner, commercial real estate finance | Pre-1999 | Structured/financed real estate; legal and risk credentials |
External Roles
| Type | Role | Organization | Notes |
|---|---|---|---|
| Public company board | None disclosed | — | RNST proxy discloses none for Ms. Deer |
| Private/Non-profit | Managing board of trustees | Brasfield & Gorrie | Internal governance role at B&G |
Board Governance
- Committee assignments and leadership
- Audit Committee: Vice-Chair (John T. Foy, Chair; committee met 12 times in 2024)
- Compensation Committee: Member (committee met 8 times in 2024; administers clawback policy)
- Independence and leadership structure
- Independent director under NYSE rules (only Messrs. Chapman, McGraw, Waycaster are non-independent employees)
- Lead Independent Director: John M. Creekmore; independent directors held six executive sessions in 2024
- Attendance and engagement
- Board held 14 meetings in 2024; all directors attended at least 75% of board and applicable committee meetings
- Stock ownership and trading safeguards
- Director ownership guideline: 5x annual cash retainer (within 5 years); as of Jan 1, 2025, all directors with ≥5 years service (including Ms. Deer) met the $350,000 threshold based on $36.31 reference price
- Hedging prohibited; pledging permitted but pledged shares don’t count toward guidelines; pre-clearance and trading-window policy for insiders
Fixed Compensation
| Component (Director pay for 2024) | Amount | Notes |
|---|---|---|
| Cash fees (retainers, advisory board fees) | $78,542 | Includes $70,000 annual director retainer; no meeting fees; additional cash set by policy for chairs/lead director and bank credit review committee (vice-chairs not listed for additional pay) |
| All other compensation | $2,096 | Primarily cash dividends on restricted stock; also includes minor benefits if elected (Ms. Deer shows $2,096) |
Director pay is set near peer median with uniform equity value per director, no meeting fees, no one-time/special payments, and no tax gross-ups. Independent consultant: Meridian Compensation Advisors.
Performance Compensation
| Equity grant | Grant date | Shares/Units | Grant-date fair value | Vesting |
|---|---|---|---|---|
| Time-based restricted stock (annual director grant) | Apr 23, 2024 | 2,356 | $70,704 | Vests at 2025 annual meeting |
Notes:
- Director equity is time-based (no performance metrics); dividends payable during vesting.
- Ms. Deer also may participate in the Deferred Stock Unit (DSU) Plan electively (see Equity Ownership).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | None in 2023; no member (including Ms. Deer) was an officer/employee or had relationships requiring related-party disclosure beyond disclosed Regulation O items |
| Public company interlocks | None disclosed for Ms. Deer |
Expertise & Qualifications
- Legal and risk management leadership at B&G; prior general counsel and executive officer roles; partner in commercial real estate finance. Supports audit oversight, enterprise risk, human capital, and strategic planning.
- Deep commercial real estate and construction market knowledge across RNST’s Southeastern footprint, including Birmingham (a key RNST growth market).
Equity Ownership
| Item | Amount | Date/reference | Notes |
|---|---|---|---|
| Beneficially owned common shares (direct) | 18,004 | As of Mar 7, 2024 | <1% of shares outstanding |
| DSU Plan units (to be paid in RNST shares at retirement) | 7,217 | Allocated as of Jan 1, 2024 | Counts for ownership guidelines |
| Pledged shares | None disclosed | — | Pledged shares for others (e.g., Mr. Holland) noted, not for Ms. Deer |
| Ownership guideline status | In compliance | As of Jan 1, 2025 | All directors with ≥5 years service met $350,000 guideline except Ms. Flenorl; Ms. Deer qualifies |
Governance Assessment
- Positives
- Independent director with audit committee leadership (Vice-Chair) and compensation committee service; strong engagement signal (committees met 12 and 8 times, respectively)
- Ownership alignment through significant direct holdings and DSU units; meets stringent 5x retainer ownership guideline; hedging prohibited; robust pre-clearance policy builds investor confidence
- No related-party transactions disclosed for Ms. Deer; company reports no legal proceedings involving directors adverse to the company
- Board’s say-on-pay support was 96.7% in 2024, reflecting shareholder alignment in compensation oversight (where Ms. Deer serves)
- Watch items
- Executive role at a large construction firm (B&G) could create occasional ordinary‑course banking relationships; RNST’s related‑party review and abstention protocols mitigate conflict risk; no such transactions disclosed for Ms. Deer
- Long tenure (director since 2010) can raise refreshment questions; board is actively refreshing (FBMS merger adds new independent directors)
Overall: Ms. Deer brings strong legal, risk, and commercial real estate expertise with clear independence, committee influence, and ownership alignment. No red flags noted on attendance, conflicts, hedging/pledging, or insider reporting; governance structures (clawback, stock ownership guidelines, majority voting, and robust committee cadence) support board effectiveness.