Mitchell Waycaster
RENASANTAbout Mitchell Waycaster
C. Mitchell Waycaster, age 66, serves as Executive Vice Chairman of Renasant Corporation and Renasant Bank; he was CEO from May 2018 until May 1, 2025 and has been a director since 2018, following more than 40 years across virtually all areas of the Bank’s operations (roles included President, COO, CAO, Mississippi Division President, and Director of Retail Banking) . Pay-versus-performance disclosures show 2024 cumulative TSR value of $116.18 on a $100 initial investment vs $139.40 for the S&P U.S. BMI Banks – Southeast Region Index; 2024 net income was $195.5M and adjusted diluted EPS was $2.76 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Renasant Corporation/Bank | Chief Executive Officer | 2018–2025 | Led strategic plan, M&A and integration preparation; oversaw multi-year performance programs . |
| Renasant Corporation/Bank | Executive Vice Chairman | 2023–present | Board-level oversight; strategic planning, IR, M&A; reduced operating time post-CEO transition . |
| Renasant Corporation/Bank | President | 2016–2023 | Enterprise leadership during growth and efficiency initiatives . |
| Renasant Corporation/Bank | Chief Operating Officer | 2016–2018 | Day-to-day operations leadership . |
| Renasant Bank | Chief Administrative Officer | 2007–2016 | Enterprise administration across functions . |
| Renasant Bank | Mississippi Division President | 2005–2007 | Market leadership and growth in Mississippi . |
| Renasant Bank | Director of Retail Banking | 2000–2004 | Retail franchise leadership . |
External Roles
- No external public-company directorships or committee roles disclosed.
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 717,500 | 765,000 | 765,000 |
| Bonus (Discretionary/Contractual) | — | 602,438 | — |
| All Other Compensation (401k, insurance, auto allowance, dues, dividends, small gross-ups) | 116,505 | 122,016 | 125,261 |
| Change in Pension/Above-Market Def. Comp. | — | 14,356 | 17,017 |
| Pension Plan Present Value at YE (reference) | — | — | 292,131 |
Notes:
- 2024 CEO base salary unchanged vs 2023; third time in past four years without NEO base salary increases; CEO recommended flat salaries to control noninterest expense .
- Perquisites detail for 2024: 401(k) $13,800; life/LTC insurance $1,931; restricted stock dividends $92,832; auto allowance $12,000; professional/civic dues $4,620; gross-up $78 (disability insurance) .
Performance Compensation
Annual Performance-Based Cash (PBRP) – 2024 Design and Outcome
| Metric | Weight | 2024 Result (Adjusted) | Award Level | CEO Payout ($) |
|---|---|---|---|---|
| Diluted EPS | 50% | $2.91 | 112.4% of Target | 803,250 |
| Efficiency Ratio | 30% | 67.31% | 100.4% of Target | 241,515 |
| ROTCE (non-GAAP) | 20% | 12.46% | 110.8% of Target | 321,300 |
| Total | 100% | — | 108.4% of Target | 1,366,065 |
PBRP opportunity ranges as % of base salary (unchanged from 2023): Threshold 52.5%, Target 105%, Superior 210% for CEO . 2024 base salaries remained flat; committee kept payout ranges in line with budget and consensus in a challenging rate environment .
Long-Term Equity Incentives (LTIP)
- 2024 grants (CEO): Time-based RS (18,397 sh); Performance-based RS (target 18,397 sh); each leg fair value $619,611 on 1/1/2024 .
- Performance-based 3-year cycle (2024–2026) metrics and weights (relative to peer performance):
- ROTCE (PPNR) 40%; ROTA (PPNR) 40%; TSR 20%; threshold/target/superior at 25th/50th/75th percentile .
- CEO potential shares: Threshold 12,265; Target 18,397; Superior 27,596 .
- Time-based vesting: CEO 2024 time-based grant vests 1/1/2027 (3-year cliff) .
- No stock options; options are not a component of the program and no unexercised options outstanding at YE 2024 .
- Company disclosure indicates Mr. Waycaster “no longer receives performance-based restricted stock awards”; prior performance-based awards outstanding at death/disability follow prorated rules .
Vested Awards in 2024
| Award Type | Shares Vested | Value Realized ($) |
|---|---|---|
| Restricted Stock (time- and performance-based) | 34,321 | 1,172,891 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (3/6/2025) | 226,632 shares; <1% of class |
| Components (footnote) | Includes 18,542 shares in 401(k); 50,726 time-based RS; 36,248 target performance-based RS (voting/dividend rights during cycle) |
| Outstanding Equity at 12/31/2024 (Time-Based) | 14,991 (svc ends 1/1/2025; $535,928), 13,051 (svc ends 1/1/2026; $466,573), 18,397 (svc ends 1/1/2027; $657,693) |
| Outstanding Equity at 12/31/2024 (Perf-Based target) | 15,451 (cycle ends 12/31/2025; $552,373), 2,400 (12/31/2025; $85,800), 18,397 (12/31/2026; $657,693) |
| Ownership Guidelines (executives) | Requirement: 500% of salary; CEO status: 901% of salary as of 1/1/2025 |
| Holding Requirement | Must hold net shares for two years post-vest; cannot sell/pledge during holding period |
| Hedging/Pledging | Hedging prohibited; pledging allowed but excluded from guideline compliance; no pledged shares disclosed for Mr. Waycaster |
Note: Market values above use $35.75 per share at 12/31/2024 .
Employment Terms
| Term | Key Economics/Terms |
|---|---|
| Agreement Amendments (effective 1/1/2025) | On 5/1/2025, steps down as CEO; remains Executive Vice Chairman with time commitment capped at 60% of prior CEO+EV role unless otherwise agreed . Term extended to 4/30/2027; auto-renews annually thereafter absent 60 days’ notice . |
| Base Salary Changes | On Transition Date (5/1/2025), base reduced to 60% of pre-transition base; beginning 1/1/2027, base = one-third of 12/31/2026 base . |
| Annual Cash Bonus (PBRP) | For 2025 only: two prorated targets—pre-Transition target = 105% of salary paid during that period; post-Transition target = 60% of salary paid during that period; threshold at 50% of target; superior at 200% of target; no PBRP participation in 2026 and thereafter . |
| Retention Bonus | $100,000 if employee in good standing on 12/31/2026; acceleration on death, disability, involuntary termination without cause, or constructive separation . |
| 2025–2026 Equity | 2025 equity grant valued at $700,000; 2026 equity grant valued at $170,000; both service-based vest on 12/31/2026; terms consistent with prior service-based RS . |
| Clawback | Compensation committee administers a clawback policy (policy exists; details not specified in proxy) . |
| Severance/COC | Double-trigger assumed for COC equity acceleration; COBRA up to 18 months for certain terminations; constructive termination defined; payouts summarized below . |
Potential Payments (as of 12/31/2024; stock at $35.75)
| Scenario | Cash ($) | Perf RS ($) | Time RS ($) | COBRA ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Disability/Retirement | 1,366,065 | 1,109,180 | 1,066,208 | — | Retiree medical 8,875 | 3,550,328 |
| Death | 1,366,065 | 1,109,180 | 1,066,208 | — | Death benefit 337,725 | 3,879,178 |
| Termination w/o Cause or Constructive Termination | 1,568,250 | 1,109,180 | 1,066,208 | 32,832 | — | 3,776,470 |
| Change in Control (double-trigger assumed) | 5,230,262 | 1,831,794 | 1,660,194 | 32,832 | — | 8,755,082 |
Other protections:
- Defined pension: 18 credited years; present value $292,131 (benefits frozen since 1996) .
- Nonqualified Deferred Income Plan balance $118,925 as of 12/31/2024 (above-market earnings $1,436 in 2024) .
Board Governance
- Board service: Director since 2018; member of the Executive Committee (committee met 15 times in 2024) .
- Independence: Not independent (employee-director) under NYSE rules .
- Board structure: Executive Chairman (McGraw) and a Lead Independent Director (Creekmore) who sets agendas with the chair, runs executive sessions, and liaises with management .
- Attendance: Board held 14 meetings in 2024; all directors attended at least 75% of board and committee meetings; independent directors met in six executive sessions .
Director Compensation
- Non-employee director compensation and retainers do not apply to employee-directors like Mr. Waycaster; 2024 time-based director RS grants of 2,356 shares were for non-employee directors .
Say-on-Pay & Shareholder Feedback; Peer/Benchmarking
- 2024 say-on-pay approval: 96.7% .
- Shareholder engagement conducted with holders representing ~29% of then-outstanding shares (late 2023/early 2024), informing 2024 program design .
- Pay vs Performance peer index: S&P U.S. BMI Banks – Southeast Region used for TSR comparisons .
- Compensation advisor: Meridian Compensation Partners advised on peer composition and incentive design .
Compensation Structure Analysis
- Mix and risk: CEO total variable compensation 72.8% (performance-based 50.7%), reinforcing pay-for-performance, with no options; equity mix includes both performance- and time-based RS (shift to service-based equity in 2025–2026 per amended contract) .
- Annual cash metrics (absolute, not relative): EPS, Efficiency Ratio, ROTCE; 2024 payouts at 108.4% of target given adjusted performance .
- LTIP metrics (relative, 3-year): ROTCE (PPNR), ROTA (PPNR), TSR (weighted 40%/40%/20%), aligning with long-term value drivers and peer-relative outcomes .
- Clawback policy in place; hedging prohibited; pledging allowed but excluded from guideline compliance .
Performance & Track Record
- 2024 outcomes: Net income $195.5M; adjusted diluted EPS $2.76; TSR cumulative value $116.18 vs peer index $139.40 over the Pay vs Performance horizon shown .
- Strategic execution: Announced and progressed a “transformative merger” with The First Bancshares (completed 4/1/2025), and executed an insurance agency divestiture; management highlighted focus on organic growth, disciplined pricing, and steady credit performance during 2024 .
Equity Vesting Schedules and Potential Selling Pressure
| Grant/Program | Shares | Key Dates | Notes |
|---|---|---|---|
| 2024 Time-based RS | 18,397 | Grants 1/1/2024; vests 1/1/2027 | 2-year post-vesting holding requirement applies, limiting near-term sales . |
| 2024 Perf-based RS (target) | 18,397 | Cycle 1/1/2024–12/31/2026 | Earnout 0–150% based on relative metrics; 2-year post-settlement holding applies . |
| Outstanding (older cycles/time-based) | See Equity Ownership table | Service periods end 1/1/2025 & 1/1/2026; performance cycles end 12/31/2025 | Vesting/settlement events may create Form 4 activity, but shares must be held for two years post-vest . |
| 2025–2026 Service-based Equity | $700k (2025), $170k (2026) | Both vest 12/31/2026 | Further ties to retention; subject to 2-year holding post-vest . |
Employment Protections and Governance Safeguards
- Double-trigger COC for equity (assumed in tables), constructive termination defined, and COBRA continuation up to 18 months for certain terminations .
- Anti-hedging policy and mandatory post-vest holding mitigate alignment risks; no options outstanding .
Investment Implications
- Pay-for-performance alignment appears strong: 2024 cash incentive metrics and weights were tied to EPS, efficiency, and ROTCE with payouts at 108.4% of target; LTIP uses three-year, peer-relative metrics with clearly defined percentiles and capped outcomes .
- Retention and selling pressure: Multi-year service- and performance-based RS, plus two-year post-vest holding, reduce near-term selling pressure; notable vest/settlement windows occur around 12/31/2026–1/1/2027 (watch Form 4s around those dates) .
- Contracted transition lowers incentive risk starting 2026 (no PBRP participation thereafter) and emphasizes service-based equity through 2026, suggesting a retention-focused package while maintaining alignment via holding requirements .
- Governance mitigants: Separate Executive Chairman and Lead Independent Director structure, fully independent key committees, robust attendance, and 96.7% say-on-pay support reduce governance overhang from dual roles (executive officer + director) .
- Performance context: Over the disclosed horizon, RNST’s cumulative TSR lagged the peer index ($116.18 vs $139.40), highlighting the importance of achieving above-median peer-relative outcomes under the LTIP to drive value realization .