Rose Flenorl
RENASANTAbout Rose J. Flenorl
Rose J. Flenorl (age 67) has served as an independent director of Renasant Corporation since 2023. She is Manager of Global Citizenship at FedEx Corporation, with 40+ years of experience in marketing, communications, and corporate social responsibility, including prior community relations leadership at International Paper. Her RNST board term (former Class 3) runs through the 2026 annual meeting due to the company’s declassification phase-in. She previously served on the Bank’s West Tennessee Regional Advisory Board beginning in 2016.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Corporation | Manager, Global Citizenship; previously managed humanitarian relief, environmental sustainability, and global entrepreneurship | Not disclosed | Corporate social impact strategy, partnerships, and communications; DEI leadership |
| International Paper Company | Manager, Community Relations | Not disclosed | Developed and evaluated community impact programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Mississippi Foundation | Board member | Current | Non‑profit/academic board |
| Memphis Tourism | Board member | Current | Non‑profit |
| National Civil Rights Museum | Board of Directors | Current | Non‑profit |
| The Conference Board CSR Council | FedEx representative | Current | Corporate social responsibility council |
Board Governance
- Independence: The board determined all non-employee directors, including Ms. Flenorl, are independent under NYSE rules.
- Term and declassification: RNST shareholders approved phasing out the classified board; Ms. Flenorl’s current term (former Class 3) expires at the 2026 annual meeting.
- Committee assignments: As of the 2025 proxy, Ms. Flenorl is not listed on the executive, audit, nominating and corporate governance, compensation, or enterprise risk management (ERM) committees.
- Board assessments: Annual board assessment (administered by an independent third party), director peer assessments, and committee self-assessments are conducted and overseen by the nominating committee.
- Majority voting policy: In uncontested elections, directors receiving more “withhold” than “for” votes must tender a resignation for board consideration and public 8‑K disclosure of the decision.
- Attendance/engagement: In 2023, the board held seven meetings; all directors attended at least 75% of board and committee meetings on which they served. Independent directors met in six executive sessions in 2023.
Fixed Compensation
| Year | Cash Fees (Retainer/Other) | Notes |
|---|---|---|
| 2024 | $78,917 | Base annual cash retainer $70,000 (effective after 2024 annual meeting); no per‑meeting fees; additional retainers only for lead director and committee chairs; regional advisory board service earns modest fees; independent consultant (Meridian) advises on peer‑median positioning. |
- 2024 Director Compensation (detail): Ms. Flenorl received $78,917 in cash fees, $70,704 in stock awards, $0 in deferred comp earnings, $2,096 in all other compensation, totaling $151,717.
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Apr 23, 2024 | Time-based restricted stock | 2,356 | $70,704 | Vests at 2025 Annual Meeting | None (time-based) |
- RNST does not provide stock options, meeting fees, “one‑time” payments, or tax gross‑ups to non‑employee directors; annual equity awards are uniform across directors.
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other public company boards | None disclosed for Ms. Flenorl |
| Compensation committee interlocks (RNST) | Company discloses no interlocks involving its compensation committee in 2024; not specific to Ms. Flenorl (she is not listed as a member). |
Expertise & Qualifications
- 40+ years in marketing/communications and corporate social responsibility, with deep relationships across community and nonprofit leaders domestically and internationally.
- Strategic experience guiding ESG, DEI, sustainability, humanitarian relief, and public‑private intersection, contributing stakeholder‑aware decision frameworks.
- Prior RNST advisory board service provides localized market insight relevant to the Bank’s footprint.
Equity Ownership
| Holder | Beneficial Ownership (Direct/Other) | Total Shares | % of Class | Notes |
|---|---|---|---|---|
| Rose J. Flenorl | Direct: 4,763; Other: — | 4,763 | <1% | Direct ownership includes 2,356 unvested time‑based restricted shares that vest at the 2025 Annual Meeting; voting and dividend rights apply prior to vesting. No pledging noted for Ms. Flenorl in ownership footnotes. |
- Director stock ownership guidelines: Non‑employee directors must own ≥500 shares within 1 year and stock equal to 5x annual cash retainer (i.e., $350,000 based on a $70,000 retainer) within 5 years; shares pledged do not count. As of Jan 1, 2025 (using $36.31 average price), all directors with ≥5 years’ service met the $350,000 value threshold except Ms. Flenorl, who joined in April 2023 and has three additional years to comply.
Governance Assessment
- Board effectiveness and independence: Independent status and comprehensive assessment regime support governance quality; majority voting and declassification continue to strengthen accountability.
- Committee engagement: She is not listed on standing board committees as of the 2025 proxy, which may limit direct committee‑level influence but does not preclude board‑level contribution on CSR, stakeholder, and market engagement topics aligned with her expertise.
- Alignment and incentives: 2024 pay mix emphasizes equity (time‑based restricted stock) plus fixed cash retainer; no options or tax gross‑ups; uniform equity value across directors; All Other Compensation primarily dividends and nominal benefits.
- Ownership alignment: Current holdings are below the 5x-retainer guideline threshold, but she remains within the five‑year compliance window; no pledging disclosed for her.
- Conflicts/related party: No related‑party transactions identified for Ms. Flenorl; company maintains review/approval processes for related‑person transactions and prohibits hedging (pledging allowed but excluded from guideline calculations).
RED FLAGS: None identified specific to Ms. Flenorl. Noted items: below long‑term ownership guideline currently but within compliance window; no pledging disclosed; no related‑party transactions disclosed.