John Foy
RENASANTAbout John T. Foy
John T. Foy (age 77) has served as an independent director of Renasant Corporation since 2004. He is a former public-company executive, including service as President & COO of Furniture Brands International (2004–2008) and prior CEO of Lane Furniture Industries, and is designated by the Board as an “audit committee financial expert.” He is independent under NYSE standards and attended at least 75% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Furniture Brands International, Inc. | President & COO; Director during that period | Feb 2004 – Feb 2008 | Public company leadership; board service strengthened governance and reporting experience |
| Lane Furniture Industries | President & CEO | Prior to 2004 | Deep operating, manufacturing industry expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Furniture Brands International, Inc. | Director | 2004 – 2008 | Served on the board while President & COO |
Board Governance
- Independence: The Board determined Mr. Foy is independent under NYSE Section 303A.02 (non-employee).
- Committees and roles (2024):
- Audit Committee: Chair; designated “audit committee financial expert”; 12 meetings in 2024.
- Enterprise Risk Management (ERM) Committee: Vice-Chair; 5 meetings in 2024.
- Nominating & Corporate Governance Committee: Member; 5 meetings in 2024.
- Executive Committee: Member; 15 meetings in 2024.
- Attendance and engagement: Board held 14 meetings in 2024; all directors attended at least 75% of Board and committee meetings; independent directors met in 6 executive sessions.
- Lead independent director: Not Foy (Lead Director is John M. Creekmore).
- Legal proceedings: Company reports no current legal proceedings where any director is adverse to the Company.
- Related-party exposure: Company discloses ordinary-course loans/deposits with directors generally; specific 2024 related-person employment noted for the sons of Creekmore and Heyer, not Foy.
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $96,667 |
| Stock Awards (time-based RS) | $70,704 |
| Change in Pension/Deferred Comp Earnings | $0 |
| All Other Compensation | $2,886 |
| Total | $170,257 |
- Structure and policy details (for non-employee directors):
- Annual cash retainer: $70,000; Lead Director +$30,000; Committee Chairs: Audit/Comp/Nominating +$20,000 each; ERM Chair +$15,000. No meeting fees.
- 2024 equity grant: 2,356 time-based restricted shares on April 23, 2024, vesting at the 2025 Annual Meeting (same for each non-employee director).
- No special/one-time fees, no tax gross-ups, no options; directors may elect deferred comp (DSU/Deferred Income).
Performance Compensation
- Non-employee directors do not have performance-based compensation; annual equity is time-based restricted stock (2,356 shares granted on April 23, 2024; vest at 2025 meeting). The Company has not granted stock options since 2013.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed for Foy in the proxy. |
| Prior public company boards | Furniture Brands International, Inc. (2004–2008). |
| Compensation committee interlocks | None involving Foy; Company reports no interlocks in 2024. |
Expertise & Qualifications
- Public company leadership (President & COO; prior CEO) and manufacturing sector depth valuable for governance/oversight.
- Audit and financial reporting expertise; designated “audit committee financial expert” and meets NYSE financial literacy.
Equity Ownership
| Category | Amount/Status |
|---|---|
| Beneficial ownership (common stock) | 37,149 shares (as of March 6, 2025). |
| Ownership as % of outstanding | ~0.06% (37,149 / 63,733,221 shares outstanding). |
| Deferred Stock Units (DSU) | 9,384 units (as of Jan 1, 2025). |
| Unvested restricted shares (director grant) | 2,356 shares granted 4/23/2024; vest at 2025 Annual Meeting. |
| Options (exercisable/unexercisable) | None; Company has not granted options since 2013. |
| Pledged shares | None disclosed for Foy (Company notes pledged shares for another director; pledged shares don’t count toward guidelines). |
| Stock ownership guidelines | Directors must hold 5x annual cash retainer within 5 years; as of Jan 1, 2025, all directors with ≥5 years of service (including Foy) met the ~$350,000 threshold (based on $36.31). |
Note: Company prohibits hedging of Company stock by directors and officers.
Governance Assessment
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Positives
- Strong risk and financial oversight roles (Audit Chair; ERM Vice-Chair; Audit financial expert).
- Independence affirmed; robust attendance; active executive sessions among independent directors.
- Solid alignment: meaningful share ownership; compliance with stringent director ownership guidelines; no hedging; no pledging disclosed for Foy.
- Standard, shareholder-friendly director pay design (median-of-peers targeting, uniform equity grants, no meeting fees, no tax gross-ups, no options).
-
Watch items
- Tenure: Director since 2004 (long tenure can raise ongoing independence perception questions for some investors, though the Board conducts annual assessments).
- Oversight concentration: Concurrent Audit Chair and ERM Vice-Chair centralizes key risk/financial oversight in a single director; balance is partially mitigated by committee structures and independent Lead Director.
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No red flags identified in Company disclosures specific to Foy regarding related-party transactions, adverse legal proceedings, hedging/pledging, or attendance shortfalls.