Mark Jeanfreau
RENASANTAbout Mark Jeanfreau
Mark W. Jeanfreau, age 50, is Executive Vice President and General Counsel of Renasant Corporation and Renasant Bank (General Counsel since January 2020; EVP since September 2017). He also serves as Chief Governance Officer of Renasant Bank since July 2021, and previously was a partner at Phelps Dunbar LLP specializing in corporate governance, securities laws, and M&A . Company performance during his tenure includes adjusted diluted EPS of $2.76 in 2024, GAAP diluted EPS of $3.27, net income of $195.5M, and an efficiency ratio of 63.57% in 2024; RNST’s 2024 TSR (value of $100 initial investment) was 116.18 vs. 139.40 for its Southeast Banks peer index .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Renasant Bank | Governance Counsel | Sep 2017–Jan 2020 | Led governance counsel functions as the Bank matured its risk, disclosure, and corporate governance frameworks . |
| Renasant Corporation & Renasant Bank | Executive Vice President | Sep 2017–present | Senior executive leadership role contributing to enterprise legal oversight and governance . |
| Renasant Bank | Chief Governance Officer | Jul 2021–present | Oversees governance policies and board-related practices at the Bank . |
| Renasant Corporation & Bank | General Counsel | Jan 2020–present | Chief legal officer for public disclosures, securities filings, capital markets, and M&A legal execution . |
| Phelps Dunbar LLP | Partner (Corporate/Securities/M&A) | Pre-2017 | Brought deep governance, securities law, and transaction experience to RNST . |
External Roles
No current public company directorships or committee roles disclosed for Jeanfreau; prior external role was law firm partner at Phelps Dunbar LLP .
Company Performance Context (During Jeanfreau’s Tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income (GAAP, $000s) | 83,651 | 175,892 | 166,068 | 144,678 | 195,457 |
| Diluted EPS (GAAP, $) | 1.48 | 3.12 | 2.95 | 2.56 | 3.27 |
| Adjusted Diluted EPS (Non-GAAP, $) | 1.93 | 2.98 | 3.00 | 3.15 | 2.76 |
| Efficiency Ratio (GAAP, %) | 70.53 | 65.35 | 61.88 | 68.33 | 63.57 |
| Adjusted Efficiency Ratio (Non-GAAP, %) | 64.00 | 65.32 | 60.77 | 63.48 | 66.30 |
| TSR – Value of $100 Investment ($) | 98.38 | 113.42 | 115.35 | 106.47 | 116.18 |
| Peer Index TSR – Value of $100 ($) | 89.66 | 128.06 | 104.16 | 107.45 | 139.40 |
Fixed Compensation
- Jeanfreau has an employment agreement, but individual base salary and bonus amounts were not disclosed in the 2025 proxy (NEO details are limited to CEO, Executive Chairman, CFO, President/COO, and EVP Corporate Banking) .
- RNST maintains fixed base salaries for executives; NEO base salaries were flat in 2024 to control noninterest expense, illustrating the program’s restraint (CEO $765k; CFO $560k; Executive Chairman $600k; President/COO $630k; EVP Corporate Banking $490k) .
Performance Compensation
RNST’s executive incentive architecture emphasizes pay-for-performance with distinct short-term cash and long-term equity components and transparent metrics.
- Annual performance-based cash (PBRP): Metrics and weights are EPS (50%), Efficiency Ratio (30%), ROTCE (20%), measured on absolute company performance each year .
- Long-term performance-based equity (LTIP): Three-year cycle using relative peer percentiles for ROTCE (PPNR), ROTA (PPNR), and TSR with weights 40%/40%/20% .
| Metric (PBRP) | Weight | Threshold | Target | Superior | 2024 Adjusted Result | 2024 Outcome |
|---|---|---|---|---|---|---|
| Diluted EPS ($) | 50% | 2.46 | 2.59 | 2.72 | 2.91 | 112.4% of target |
| Efficiency Ratio (%) | 30% | 68.77 | 67.57 | 66.41 | 67.31 | 100.4% of target |
| ROTCE (Non-GAAP, %) | 20% | 10.69 | 11.25 | 11.81 | 12.46 | 110.8% of target |
LTIP performance bands (three-year cycle starting 2024): ROTCE (PPNR) 25th/50th/75th percentile; ROTA (PPNR) 25th/50th/75th; TSR 25th/50th/75th with 40%/40%/20% weights .
Notes:
- 2024 adjustments excluded the insurance-agency sale gain, merger and conversion expenses (FBMS-related), and capital raise dilution to align payouts with core operating performance .
- Jeanfreau’s specific incentive grants and payouts were not itemized; NEO grants and vesting schedules are disclosed, evidencing program design consistency .
Equity Ownership & Alignment
| Policy/Guideline | Details |
|---|---|
| Stock ownership guidelines | Apply to directors and executive officers; executives must maintain meaningful stock ownership (NEO compliance shown; pledges excluded from compliance calculation) . |
| Equity retention | Executives must hold vested shares for two years net of taxes; no sales/pledges/mortgages during hold, waived only for death, disability, retirement, or change in control . |
| Hedging/pledging policy | Hedging prohibited (e.g., collars, swaps, prepaid forwards); pledging permitted but excluded from compliance. Annual certification required . |
| Insider trading controls | Trading windows open two days post-earnings and close early in last month of each quarter; pre-clearance required for covered persons; annual certification required . |
| Ownership disclosure | Beneficial ownership is tabulated for directors and NEOs; Jeanfreau’s individual share count is not separately disclosed in the proxy (executives as a group total 1,793,242 shares, 2.81%) . |
Employment Terms
- Agreement status: Jeanfreau is party to an employment agreement (explicitly stated in executive officers section) .
- Restrictive covenants: Post-separation non-solicit of customers/employees for two years; non-compete for one year generally, and two years following change in control (McGraw two years); ongoing confidentiality .
- Severance economics (program-level): If terminated without cause or constructively terminated, executives receive at least 12 months of base salary, prorated target bonus for the cycle, pro-rata vesting of time-based RSUs, performance RSUs determined at cycle end and prorated, and up to 18 months COBRA premiums .
- Change-of-control: Double-trigger required; program cash multiple examples (NEOs): 2.99x base+avg bonus (Waycaster/McGraw/Chapman), 2.5x (Mabry), 2.0x (Perry); awards vest per plan with acceleration only upon qualifying separation post-CoC; cutback to avoid 280G excise tax; no tax gross-ups .
- Clawbacks: Board-adopted clawback policy for cash/equity if a restatement would have reduced payout; updated for SEC/NYSE rules in Q4’23 .
Compensation Structure Analysis
- Cash vs equity mix: RNST emphasizes variable, performance-based pay (short-term cash plus long-term equity) to align with shareholder value; fixed pay maintained at or near peer medians, with restraint evidenced by flat 2024 base salaries .
- Metric quality and rigor: Short-term absolute metrics (EPS, efficiency, ROTCE) balance profitability and efficiency; long-term relative metrics (ROTCE/ROTA on PPNR basis and TSR) mitigate idiosyncratic year effects and reward sustained outperformance vs peers .
- Governance controls: Two-year equity retention, hedging ban, insider preclearance, and clawbacks reduce misalignment and opportunistic selling pressure .
- Peer benchmarking: 24-bank Southeast/South peer group, with RNST targeting at/near median total compensation, reduces pay inflation risk; Meridian serves as independent adviser .
Performance & Track Record
- Strategic transactions: Announced largest merger in company history with The First Bancshares (FBMS) on Jul 29, 2024; expected to close in 1H 2025 subject to regulatory approvals .
- Portfolio actions: Sold Renasant Insurance assets for $56.4M effective Jul 1, 2024 (after-tax earnings impact +$34.1M net of expenses); completed a 7,187,500 share common offering raising net $217.0M .
- Financial outcomes: 2024 net income $195.5M; loans HFI grew ~4.3% to $12.9B; maintained core deposit base amid rising costs; improved GAAP efficiency ratio to 63.6% vs 68.3% in 2023 .
- Legal/filings execution: Jeanfreau signed SEC withdrawal letters correcting registration tags around S-3ASR; is listed for indenture notice copies on supplemental trust indentures related to FBMS integration—indicating direct legal oversight of capital markets documentation and integration steps .
Risk Indicators & Red Flags
- Hedging prohibited by policy; pledging allowed but excluded from guideline compliance; no pledging disclosed for Jeanfreau .
- Clawbacks in place for restatements per SEC/NYSE rules; no tax gross-ups (legacy limited exceptions for certain NEO perquisites) .
- Related party transactions: Program includes board review; no adverse legal proceedings involving directors or executive officers disclosed .
Equity Ownership & Governance Practices (Selected)
| Topic | Key points |
|---|---|
| Stock ownership guidelines | Executive officers must maintain meaningful ownership; pledges excluded from compliance; annual certification . |
| Insider trading policy admin | General Counsel administers policy; covered persons trade only in open windows and need pre-clearance; annual certification . |
| Say-on-pay support | 96.7% shareholder approval at 2024 annual meeting, indicating broad support for compensation design . |
Investment Implications
- Alignment: Two-year post-vesting holds, hedging ban, preclearance, and robust clawbacks indicate low propensity for opportunistic insider selling and strong long-term alignment for senior executives (including the General Counsel) .
- Retention risk: Employment agreements, severance protections, and double-trigger CoC features reduce near-term attrition risk among senior leaders, supporting continuity through FBMS integration; individual Jeanfreau severance multiples are not disclosed, but structure mirrors broader executive program .
- Trading signals: Holding requirements and trading windows materially constrain discretionary selling; absence of disclosed pledging for Jeanfreau reduces collateral-driven sell pressure risk .
- Execution: Legal oversight evidenced by SEC and indenture filings, combined with governance roles, supports confidence in transaction execution and disclosure controls during transformative events (insurance sale, equity raise, FBMS merger) .