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John Creekmore

Lead Independent Director at RENASANTRENASANT
Board

About John M. Creekmore

Independent director and Lead Director of Renasant Corporation; director since 1997 (age 69 as of the 2025 Annual Meeting). Former General Counsel of United Furniture Industries (2017–2021) and previously owner of Creekmore Law Office, PLLC. Resides in Amory, MS; long-tenured legal and operating perspective; presides over independent director executive sessions as Lead Director. Independent under NYSE standards; abstains from any board deliberations related to a family employment relationship at the Bank .

Past Roles

OrganizationRoleTenureCommittees/Impact
United Furniture Industries, Inc.General CounselJul 2017 – Jul 2021Brought legal risk perspective from large manufacturing enterprise
Creekmore Law Office, PLLCOwnerPrior to 2017Legal perspective on operational and strategic matters; informs board policy

External Roles

OrganizationRoleTenureNotes
No other public company directorships disclosed in RNST 2025 proxy

Board Governance

  • Independence and attendance
    • Determined independent (NYSE 303A.02). All directors attended ≥75% of board and committee meetings in 2024; board held 14 meetings; independent directors met in six executive sessions; Mr. Creekmore presided as Lead Director .
  • Leadership roles and committee assignments (2024)
    • Lead Director; duties include scheduling agendas with the Chair, chairing executive sessions, acting as liaison with CEO, assisting CEO evaluation and committee assessments, and shareholder communications oversight .
    • Executive Committee: Chair (met 15x in 2024) .
    • Nominating & Corporate Governance Committee: Vice-Chair (met 5x) .
    • Compensation Committee: Member (met 8x) .
    • Enterprise Risk Management (ERM) Committee: Member (met 5x) .
  • Governance practices affecting director accountability
    • Majority voting resignation policy in uncontested elections .
    • Stock ownership guidelines for directors: ≥500 shares in year 1; ≥5x annual cash retainer within 5 years; pledged shares do not count. As of Jan 1, 2025, all directors with ≥5 years (including Mr. Creekmore) exceeded $350,000 guideline (based on $70,000 retainer and $36.31 20-day average price), except Ms. Flenorl (still within 5-year ramp) .
    • Hedging prohibited; pledging allowed but excluded from guideline compliance .

Fixed Compensation

Component2024 AmountNotes
Annual Cash Retainer$70,000Standard retainer for non-employee directors (pro-rated monthly)
Lead Director Additional Retainer$30,000Applies to Lead Director
Committee Chair Retainersn/aNot a chair other than Executive Committee (company lists additional chair retainers for Audit/Comp/Nominating: $20k; ERM: $15k; Bank Trust/Technology: $6k) . Executive Committee membership/leadership disclosed but no separate chair stipend is specified beyond standard chair categories; compensation table reflects actual cash received .
Bank Credit Review Committee Member Retainern/aApplies only to Bank credit review committee members ($12,000); not listed as member .
Meeting Fees$0RNST does not pay board/committee meeting fees .
2024 Cash Paid (Reported)$106,667“Fees Earned or Paid in Cash” for J. M. Creekmore
Other Cash/Benefits (Reported)$13,991Dividends on restricted stock and imputed benefits; directors may enroll in medical/dental at full premium with portion treated as imputed income; $25 life/AD&D premium

Performance Compensation

Equity AwardGrant DateShares/ValueVesting/Terms
Time-based Restricted Stock (annual director grant)Apr 23, 20242,356 shares; fair value $70,704Vests at 2025 Annual Meeting; dividends paid during vesting
Time-based Restricted Stock (annual director grant)Apr 22, 20252,582 shares; value not in proxyForm 4 “A-Award”; post-transaction direct ownership 26,639 shares (SEC Form 4)

Notes:

  • RNST does not use performance-conditioned equity for directors; annual director equity is time-based restricted stock; no meeting/special fees or one-time payments; no option grants to directors disclosed .
  • Hedging prohibited; retention and two-year post-vest holding requirements apply to executives; director equity vests per grant terms; dividends paid on restricted stock .

Other Directorships & Interlocks

CategoryDetail
Current public company boardsNone disclosed for Mr. Creekmore
Committee roles at other public companiesNot disclosed
Interlocks with RNST competitors/suppliers/customersNot disclosed; related-party review policy in place .
Prior public company boardsNot disclosed for Mr. Creekmore
Non-profit/academic/private boardsNot disclosed

Expertise & Qualifications

  • Legal and governance expertise as former General Counsel of a large manufacturing enterprise and as a practicing attorney; long-tenured RNST board service since 1997 provides institutional knowledge .
  • As Lead Director, provides independent counterbalance to Executive Chairman; responsibilities include agenda-setting and presiding over executive sessions, and assisting CEO evaluation and committee assessments .

Equity Ownership

MeasureValue
Beneficial Ownership (as of Mar 6, 2025)24,057 shares; <1% of class
Unvested Time-based RS included in direct ownership2,356 shares vesting at 2025 Annual Meeting
Pledged SharesNone disclosed for Mr. Creekmore (pledged shares noted for another director in footnotes; not for Mr. Creekmore)
Compliance with Director Ownership GuidelinesCompany reports all directors with ≥5 years (incl. Mr. Creekmore) exceed $350,000 threshold as of Jan 1, 2025; pledged shares excluded from calculations

Insider Trades (Form 4)

Related-Party Exposure

  • Family employment: The Bank employs Mr. Creekmore’s son as a portfolio manager; 2024 total cash compensation approximately $127,000. Neither he nor the other director with a family employee is an executive officer; both directors abstain from deliberations or votes on their family member’s employment/compensation. The board considered these relationships in its independence determinations, and Mr. Creekmore remains classified as independent .
  • Ordinary course transactions: Directors and related persons may have loans/deposits with the Bank on substantially the same terms as non-related customers; all such loans approved per Regulation O and do not involve abnormal risk features .

Director Compensation (Detail – 2024)

ComponentAmount
Fees Earned or Paid in Cash$106,667
Stock Awards (time-based RS)$70,704
Change in Pension Value/Deferred Comp Earnings$13,604
All Other Compensation$13,991
Total$204,966

Additional program features:

  • No meeting fees, special/strategic compensation, one-time payments, or tax gross-ups for directors; independent consultant (Meridian) benchmarks to peer median; equity awards equal-value across directors .
  • Directors may defer cash under the Deferred Income Plan and cash/stock via Deferred Stock Unit Plan; DSU tracks RNST units with dividend equivalents; Deferred Income Plan offers 401(k)-like options or Moody’s Corporate Bond yield; benefits paid upon board departure .

Governance Assessment

  • Strengths
    • Independent Lead Director with defined responsibilities; frequent executive sessions (six in 2024) enhance board independence .
    • Robust committee engagement: chairs Executive Committee; vice-chairs Nominating; member of Compensation and ERM; all committees met multiple times in 2024 (8–15 meetings), indicating active oversight .
    • Director ownership alignment: exceeds 5x retainer guideline; hedging prohibited and pledged shares excluded from guideline compliance .
    • Broad shareholder support on executive say-on-pay (96.7% in 2024), signaling positive investor sentiment toward pay practices overseen by the board committees on which he serves .
  • Risk indicators / watch items
    • Related-person employment: son employed at the Bank; mitigants include non-executive status, board-level related-party review, and director abstention from related deliberations; independence maintained by the board .
    • Insider sale: one 3,000-share sale in Nov 2024 at ~$38; modest relative to holdings and followed by routine annual director equity awards; continue to monitor patterns but no repeated selling flagged by Forms 4 in 2023–2025 .

Overall: Governance profile reflects high engagement and independence with strong ownership alignment. The family employment relationship is a manageable related-party exposure given abstention policies and board oversight. Director compensation is conventional (cash retainer plus equal-value time-based RS), avoiding controversial features such as option repricing or meeting fees .