Richard Heyer Jr.
RENASANTAbout Richard L. Heyer, Jr.
Richard L. Heyer, Jr. is a retired physician and long-serving independent director of Renasant Corporation, having served on the board since 2002. He previously practiced with Tupelo Anesthesia Group, P.A. (formerly a partner) and is President and co-owner of TAG Billing, LLC, a medical billing services provider. As of the 2025 proxy, he is 68 years old and brings medical industry and business ownership experience to the board; his current term as a former Class 3 director runs through the 2026 annual meeting following declassification of the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tupelo Anesthesia Group, P.A. | Physician; formerly partner | 1989–retirement (date not disclosed) | Brings medical industry perspective to board policy |
| TAG Billing, LLC | President & Co-Owner | Not disclosed | Adds business owner perspective to board discussions |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| TAG Billing, LLC | President & Co-Owner | Healthcare services | Medical billing service provider |
Board Governance
- Committee assignments and roles:
- Compensation Committee: Vice-Chair; 8 meetings in 2024; all members independent and non-employee directors; committee administers clawback policy .
- Enterprise Risk Management (ERM) Committee: Chair; 5 meetings in 2024; all members independent .
- Nominating & Corporate Governance Committee: Member; 5 meetings in 2024; all members independent .
- Board attendance and engagement:
- Board held 14 meetings in 2024 (including a strategic retreat); all directors attended at least 75% of board and committee meetings and all directors attended the 2024 annual meeting; independent directors held 6 executive sessions in 2024 .
- Board structure and independence:
- Board declassification approved in 2024; former Class 3 directors (including Heyer) have terms expiring at the 2026 annual meeting; all other directors’ terms expire at the 2025 annual meeting .
- Lead director is John M. Creekmore; duties include executive sessions and CEO performance evaluation .
Fixed Compensation
| Metric (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $105,667 | Includes annual retainer and applicable committee/advisory fees |
| Stock Awards | $70,704 | Aggregate fair value of 2024 director equity grant |
| Change in Pension Value and Non-Qualified Deferred Compensation Earnings | — | Non-employee directors do not participate in a pension plan; above-market deferred earnings reported if applicable (none listed for Heyer) |
| All Other Compensation | $14,931 | Includes imputed income for medical/dental coverage and dividends on restricted stock; Heyer’s imputed amount was $12,835; plus $25 life/AD&D insurance |
| Total | $191,302 | Sum of cash, stock, and other compensation |
- Retainers and fees policy:
- Annual director cash retainer: $70,000 (effective 2024 annual meeting) .
- Additional chair retainers: $20,000 for Audit/Comp/Nominating chairs; $15,000 for ERM chair; $30,000 for lead director. Bank committee chairs and Credit Review Committee members receive additional retainers .
- No meeting fees; no special one-time payments, tax gross-ups, or negotiated individual director fees; compensation targeted near peer median using Meridian Compensation Advisors, LLC .
Performance Compensation
| Equity Award Detail | Grant Date | Shares | Vesting | Fair Value |
|---|---|---|---|---|
| Time-based restricted stock (annual director grant) | April 23, 2024 | 2,356 | Vests at the 2025 Annual Meeting | $70,704 (ASC 718) |
- Directors may defer cash under the Deferred Stock Unit (DSU) Plan or Deferred Income Plan; above-market deferred earnings disclosed if applicable; no pension plan for non-employee directors .
- Compensation Committee administers the company’s clawback policy (applies to executives; committee oversight is a governance positive) .
Other Directorships & Interlocks
- The proxy biography for Dr. Heyer does not list any current public company directorships beyond Renasant .
- Compensation Committee interlocks: None reported; no executive served on another entity’s compensation committee or board in reciprocal positions in 2024 .
Expertise & Qualifications
- Medical industry experience and business ownership background provide a distinct perspective on risk, customer needs, and board policy formulation .
- ERM leadership as committee chair signals depth in enterprise risk oversight .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Direct beneficial ownership | 48,341 shares | Includes 2,356 time-based restricted shares awarded in 2024; less than 1% of class |
| DSU Plan stock units | 10,710 units | Credited as of Jan 1, 2025; count toward ownership guidelines |
| Percent of class | <1% | As reported in beneficial ownership table |
| Ownership guidelines compliance | Meets guideline | Directors (with ≥5 years’ service) must own stock equal to 5× annual cash retainer ($350,000 at $70,000 retainer; price basis $36.31); all directors except Ms. Flenorl met as of Jan 1, 2025 |
Governance Assessment
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Strengths
- Independent director with long tenure (since 2002), multiple key committee roles (Compensation Vice-Chair; ERM Chair; Nominating member) and strong board engagement (≥75% attendance and annual meeting attendance) .
- Robust director compensation governance: peer benchmarking by Meridian, standardized equity grants, no meeting fees or tax gross-ups; clear chair retainer framework .
- Strong ownership alignment: meaningful direct holdings and DSU units; compliance with 5× retainer ownership guideline for seasoned directors .
- Board governance quality markers: majority voting policy, regular independent executive sessions (six in 2024), clawback oversight by compensation committee .
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Potential Conflicts / Red Flags
- Related-person employment: Dr. Heyer’s son is a senior managing director at Park Place Capital Corp. (Renasant’s investment advisor subsidiary) with ~$567,000 total cash compensation in 2024 and a 900-share time-based restricted stock award; although not an executive officer and deemed consistent with similarly situated employees, relationships are reviewed under Related Person Transactions, with abstention by Heyer on any votes related to his son .
- Ordinary course banking relationships (loans/deposits) with directors/families/businesses exist under Regulation O and are approved at the Bank’s board, which can present perceived conflicts but are conducted on market terms and reviewed per policy .
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Net view: Governance practices (independence, committee leadership in ERM/Compensation, ownership alignment, majority voting) support board effectiveness; related-party employment requires continued transparency and rigorous recusal to sustain investor confidence .