Robinson McGraw

About E. Robinson McGraw

E. Robinson “Robinson” McGraw (age 78) serves as Executive Chairman of Renasant Corporation and Chairman of the Board (Company and Bank). He has been a director since 2000, previously serving as CEO (2000–2018), President (2000–2016), and earlier as EVP & General Counsel of the Bank, bringing deep legal and banking leadership experience to the board’s strategy and oversight .

Past Roles

External Roles

• No public company directorships or notable external commercial boards disclosed in the proxy for Mr. McGraw –.

Board Governance

• Independence status: Not independent due to employee status (Executive Chairman) .
• Board leadership: Serves as Chairman of the Board (Company and Bank); board also maintains an independent Lead Director (John M. Creekmore) with defined authorities (exec sessions, agendas, liaison with management, etc.) .
• Committees: Member, Executive Committee (exercises board authority between meetings; met 15x in 2024). Not listed on Audit, Compensation, Nominating, or ERM committees (all independent) .
• Attendance and engagement: Board held 14 meetings in 2024 (elevated by strategic transactions). All directors attended ≥75% of meetings and committee meetings. Independent directors held six executive sessions in 2024; the Lead Director presided .
• Governance practices: Majority voting policy for directors; director and executive stock ownership guidelines; insider trading policy with trading windows and pre-clearance; hedging prohibited and pledged shares excluded from guideline compliance .

Fixed Compensation (as NEO; employees receive no director retainers)

Employees who serve as directors do not receive separate director fees; Mr. McGraw’s compensation is reported as an NEO. In 2024 he received a time-based director-equivalent equity grant per his agreement (same terms as non‑employee directors) .

Notes:

• Other comp in 2024 includes: 401(k) contributions ($13,800), dividends on restricted stock ($25,036), automobile allowance ($15,600), professional/civic dues ($8,154), Deferred Income contribution ($5,458), and tax gross-ups ($13,217) (limited exceptions permitted) .

Performance Compensation (design, metrics, and 2024 outcomes)

• PBRP (annual cash): 2024 metrics and weights—EPS (50%), Efficiency Ratio (30%), ROTCE (20%) (absolute targets tied to budget/consensus) . Results were adjusted for the insurance agency sale, merger/conversion costs, and equity offering to better reflect core performance . Mr. McGraw’s 2024 award was prorated per his staged retirement terms .

Long-term equity (LTIP):

• 2024: Mr. McGraw did not receive performance-based LTIP; received prorated time-based restricted stock tied to his retirement transition (31,494 shares granted 1/1/2024, vest 1/1/2025; plus 2,356 shares granted 4/23/2024 vest 4/22/2025) .
• Committee uses relative peer metrics (ROTCE PPNR, ROTA PPNR, TSR) for other NEOs’ 3-year LTIP cycles; clawback policy updated in 4Q23 .

Other Directorships & Interlocks

• No other current public company boards or disclosed interlocks for Mr. McGraw in the proxy. Compensation Committee interlocks disclosed none; committee is fully independent .

Expertise & Qualifications

• Legal and regulatory expertise (former General Counsel), decades of bank leadership (CEO/Chair/Executive Chairman), deep M&A and integration experience, and intimate knowledge of Renasant’s operations and markets .

Equity Ownership

(*) Employees serving as directors do not get cash director retainers; Mr. McGraw’s employment agreement provided for a director-equivalent time-based grant on 4/23/2024 (2,356 shares; vests 4/22/2025) .

Insider Trades (recent highlights)

Observation: Activity reflects equity awards, tax withholding, and returns to issuer associated with vesting/proration; no open‑market purchases or sales disclosed in this period. Post‑transaction ownership levels shown in the SEC filings support significant “skin in the game.”

Governance Assessment

Strengths (investor confidence signals):

• Deep institutional and regulatory expertise; long tenure provides historical context for strategy and risk oversight .
• Board structure includes a robust Lead Director role balancing Executive Chairman authority; regular independent executive sessions .
• Strong alignment: Mr. McGraw far exceeds executive ownership guidelines (1,527% of salary). Hedging prohibited; pledged shares not counted (no pledging disclosed for him) .
• Compensation risk controls: updated clawback policy in 4Q23; independent comp consultant; change‑in‑control benefits are double‑trigger only .
• Say‑on‑pay support was 96.7% in 2024, indicating broad shareholder endorsement of pay design .

Risks and potential red flags (monitor):

• Independence: Mr. McGraw is not an independent director; combined Executive Chairman and Chair role can concentrate influence, though mitigated by an empowered Lead Director and independent committees –.
• Change‑in‑control cash multiple of 2.99x (base + average bonus) is at the high end of market practice; however, double‑trigger applies and excise tax cutback is in place .
• Limited tax gross‑up exceptions exist (e.g., his auto allowance gross‑up and disability premium gross‑up), which some investors view unfavorably, though broader policy prohibits gross‑ups .
• Long tenure (director since 2000) can raise refreshment concerns; board notes ongoing refreshment (incl. expected FBMS additions) and average tenure management .

Employment & Contract Terms (retention and exit)

• Agreement term: Amended in 2023; expires May 1, 2026, with automatic renewal unless either party elects otherwise as he transitions toward retirement .
• Non‑compete/non‑solicit: Non‑compete of two years post‑separation; non‑solicit of customers/employees for two years; confidentiality indefinite .
• Severance: If involuntary termination without cause or constructive termination—cash equal to 2× annualized base salary; time‑based RS prorated and vest; COBRA premiums; prior‑year bonus if unpaid (he is not a PBRP participant for death/disability treatment) .
• Change‑in‑control: Double‑trigger; 2.99× (base salary + average bonus) plus COBRA; equity vests per plan (target for performance awards; acceleration only upon qualifying termination); 280G cutback to avoid excise tax .

Director Compensation (board-level)

• Non‑employee director compensation policy: annual $70,000 cash retainer; committee/lead/chair retainers; annual time‑based RS award (2,356 shares on 4/23/2024). Employees serving as directors (including Mr. McGraw) do not receive board cash fees; his employment agreement provides the same annual director-equivalent equity grant timing and vesting .

Summary View

• Board effectiveness: McGraw’s experience and knowledge are strategic assets; governance structures (Lead Director, independent committees, executive sessions) counterbalance his non‑independence – .
• Alignment: Very high stock ownership, ongoing equity, and no hedging underscore alignment; insider activity is primarily administrative (awards/withholding) .
• Watch items: Elevated CIC multiple and limited gross‑up exceptions merit monitoring, particularly alongside long tenure; however, strong say‑on‑pay support and clawback/double‑trigger terms reduce risk to investors .