Kevin Chapman
RENASANTAbout Kevin Chapman
Kevin D. Chapman (age 49) is President (since May 2023) and Chief Operating Officer (since May 2018) of Renasant; prior roles include Executive Vice President (2011–2023), CFO of the Bank (2011–2020), and Corporate Controller (2006–2011). He has been a director of Renasant Bank since May 2018 and is slated to join the Renasant Corporation board coincident with the FBMS merger or at the 2025 annual meeting, ahead of assuming CEO on May 1, 2025 . Company performance context during his recent tenure: 2024 diluted EPS $3.27 and adjusted diluted EPS $2.76; adjusted ROTCE 11.55% and adjusted ROATA 1.02%; 5‑year TSR proxy metric shows a $100 investment valued at $116.18 for 2024 versus $139.40 for the S&P U.S. BMI Banks – Southeast Region Index .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Renasant Corporation/Bank | President (Renasant/Bank) | May 2023–present | Led operations and execution heading into the FBMS merger; maintained enterprise risk and performance focus through rate cycle . |
| Renasant Corporation/Bank | Chief Operating Officer | May 2018–present | Oversight of company-wide operations and risk committees; governance involvement as bank director since 2018 . |
| Renasant Bank | Chief Financial Officer | Oct 2011–Aug 2020 | Guided capital, funding, and reporting through growth and acquisitions; supported margin/efficiency initiatives . |
| Renasant Corporation | Executive Vice President | Jan 2011–May 2023 | Senior leadership across finance and operations; budgeting and compensation planning inputs . |
| Renasant Corporation | Corporate Controller | May 2006–Oct 2011 | Financial controls and reporting foundation . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary (USD) | $563,750 | $600,000; increased to $630,000 on May 1, 2023 | $630,000 (no raise) |
| Annual cash incentive plan (PBRP/discretionary) | $845,625 (PBRP) | $401,625 (discretionary bonus; no PBRP payout) | $910,710 (PBRP) |
| Stock awards (grant-date fair value) | $610,979 | $855,947 | $835,197 |
| All other compensation | $75,156 | $80,319 | $87,397 |
Notes: 2023 PBRP paid $0; board approved discretionary bonuses due to 2023 banking liquidity shock and peer-relative “core” performance; Chapman received $401,625 .
Performance Compensation
- 2024 short-term plan (PBRP): Metrics and weights were EPS (50%), Efficiency Ratio (30%), and ROTCE (20%); all measured on an absolute basis; threshold/target/superior set around budget and analyst consensus .
| 2024 PBRP metric | Weight | Threshold | Target | Superior | 2024 adjusted actual | Award level vs target | Chapman $ payout |
|---|---|---|---|---|---|---|---|
| EPS (diluted) | 50% | $2.46 | $2.59 | $2.72 | $2.91 | 112.4% | $535,500 |
| Efficiency ratio | 30% | 68.77% | 67.57% | 66.41% | 67.31% | 100.4% | $161,010 |
| ROTCE (non-GAAP) | 20% | 10.69% | 11.25% | 11.81% | 12.46% | 110.8% | $214,200 |
| Total | 100% | — | — | — | — | 108.4% | $910,710 |
- 2024 long-term plan (LTIP): 3-year performance RS (target 12,399 shares) measured on relative ROTCE (PPNR) 40%, ROTA (PPNR) 40%, and TSR 20%; pay 0–150% of target; percentiles 25/50/75 for threshold/target/superior .
| 2024 LTIP tranche | Target shares | Threshold | Target | Superior | Performance cycle |
|---|---|---|---|---|---|
| Performance-based RS | 12,399 | 25th %ile | 50th %ile | 75th %ile | Jan 1, 2024–Dec 31, 2026 |
| Time-based RS | 12,399 | — | — | — | Vest Jan 1, 2027 |
Historical context:
- 2022 performance-based cycle (ended 12/31/2024) paid at 80% of target; Chapman received 6,631 shares (mix of metrics below target except TSR) .
- 2023: No PBRP payout; committee paid discretionary bonuses due to 2023 industry shock and peer-relative “core” outperformance; also granted one-year time-based awards to offset prior plan design impacts (Chapman: 2,448 shares, vested 3/6/2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 171,695 shares (includes 6,661 401(k); 36,735 time-based RS; 39,183 target performance RS; possesses voting/dividend rights) . |
| Shares outstanding (record date) | 63,733,221 (Feb 18, 2025) . |
| Ownership as % of outstanding | ~0.27% (171,695/63,733,221; based on cited figures) . |
| Unvested time-based RS | 7,650 (vest 1/1/2025); 9,189 (vest 1/1/2026); 12,399 (vest 1/1/2027) . |
| Unearned performance RS | 10,413 and 1,224 (cycle ends 12/31/2025); 12,399 (cycle ends 12/31/2026) . |
| Ownership guidelines compliance | Requirement: 250% of base; Chapman at 662% of base as of Jan 1, 2025 . |
| Hedging/pledging policy | Hedging prohibited; pledged shares do not count toward guidelines; no Chapmanspecific pledging disclosed (pledging disclosure shown only for another director) . |
Vesting calendar and potential selling pressure:
- 1/1/2026: 9,189 time-based shares vest .
- 12/31/2025: Performance cycles settle (10,413 and 1,224 target shares subject to results) .
- 1/1/2027: 12,399 time-based shares vest; 12/31/2026: next performance cycle settlement (12,399 target shares) .
Employment Terms
| Term | Key provisions |
|---|---|
| Employment agreement | Effective Jan 1, 2016; amended Jan 1, 2025 to increase amounts upon CIC/qualifying separation . |
| Severance – termination without cause/constructive termination (no CIC) | Cash equal to annualized base salary for remainder of term (min 12 months), prorated target bonus; unvested time-based prorated vest; performance RS prorated/settled per plan; COBRA up to 18 months . |
| Change-in-control (CIC) cash multiple | 2.99× (base salary + average bonus over prior two years); COBRA up to 18 months; no tax gross-up; double-trigger required . |
| Restrictive covenants | Non-solicit (2 years); non-compete (1 year; 2 years following CIC separation); confidentiality indefinite . |
| Clawback | Policy updated Q4 2023 to comply with SEC/NYSE listing standards; applies to cash and equity performance-based comp . |
Potential payments (illustrative values as of 12/31/2024):
| Scenario | Cash payments | Time-based RS | Performance RS | COBRA | Total |
|---|---|---|---|---|---|
| Disability/Retirement | $910,710 | $640,247 | $662,162 | — | $2,213,119 |
| Termination w/o cause or constructive termination | $1,165,500 | $640,247 | $662,162 | $43,890 | $2,511,799 |
| Change in control (double-trigger) | $3,524,119 | $1,045,259 | $1,132,775 | $43,890 | $5,746,043 |
Compensation Structure Analysis
- Strong pay-for-performance linkage in 2024: PBRP paid at 108.4% of target on adjusted metrics with Chapman’s payout $910,710; target opportunity set at 85% of base (threshold 42.5%; max 170%) .
- Balanced long-term design: 50/50 split between performance- and time-based RS; performance metrics are relative ROTCE (PPNR), ROTA (PPNR), TSR with 3-year cycles and 0–150% payout range .
- 2023 exceptions: No PBRP payout; committee applied discretion (cash bonuses) and granted one-year RS to address exogenous liquidity shock and prior-cycle metric design impacts; such discretion is disclosed and rationalized; no stock options or repricings (no options granted since 2013) .
- Governance: Updated clawback; anti-hedging; double-trigger CIC; no tax gross-ups (except legacy de minimis insurance and a car allowance gross-up for another executive) .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay passed with 96.7% support; 2023 support was ~79.5% with expanded disclosure and program adjustments thereafter .
Investment Implications
- Alignment and retention: High ownership (662% of salary) and multi-year holding/vesting, plus double-trigger CIC and clawback, indicate strong alignment and manageable retention risk; no pledging disclosed for Chapman .
- Performance sensitivity: 2024 variable comp outcomes were tied to improving adjusted EPS and ROTCE despite an elevated efficiency ratio; future LTIP outcomes depend on relative performance versus peers (ROTCE/ROTA PPNR, TSR), which can amplify upside/downside across the 2025–2026 settlements .
- Supply calendar: Meaningful vesting/settlement events into 12/31/2025 and 1/1/2026/2027 could create episodic liquidity; monitor Form 4s around these dates and trading windows for execution signals .
- Governance quality: Use of discretion in 2023 was transparent and paired with improved disclosure and a clawback update; ongoing high Say-on-Pay support reduces headline risk .
Note: This analysis relies on Renasant’s 2025/2024/2023 proxy statements and related disclosures; monitoring of Form 4 filings would refine insider selling/buying pressure assessments. All data above are sourced directly from cited company documents.