Scott Cochran
RENASANTAbout Scott Cochran
J. Scott Cochran (age 61) is Executive Vice President and Chief Core Banking Officer at Renasant; he has been an Executive Vice President since April 2007, became Chief Core Banking Officer in August 2020, and previously served as Chief Community and Business Banking Officer (from July 2017), President of the Western Region (from October 2012), and President of the Mississippi Division (April 2007–October 2012) . He is party to an employment agreement (RNST discloses that senior executives including Cochran have employment agreements) . Company performance metrics used to align executive pay include EPS, efficiency ratio, and ROTCE; in 2024 adjusted EPS was $2.76, adjusted efficiency ratio 66.30%, and adjusted ROTCE 11.55%, reflecting a multi-year framework used in pay decisions .
| Performance Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Diluted EPS (GAAP) ($) | 1.48 | 3.12 | 2.95 | 2.56 | 3.27 |
| Adjusted Diluted EPS (non-GAAP) ($) | 1.93 | 2.98 | 3.00 | 3.15 | 2.76 |
| Efficiency Ratio (GAAP) (%) | 70.53 | 65.35 | 61.88 | 68.33 | 63.57 |
| Adjusted Efficiency Ratio (non-GAAP) (%) | 64.00 | 65.32 | 60.77 | 63.48 | 66.30 |
| ROTCE (Adjusted, non-GAAP) (%) | 10.06 | 13.89 | 14.20 | 15.02 | 11.55 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Renasant Bank | Chief Core Banking Officer | Aug 2020–present | Oversight of core banking operations, contributing to operational efficiency focus embedded in compensation metrics |
| Renasant Bank | Chief Community & Business Banking Officer | Jul 2017–Aug 2020 | Led community/business banking through rising-rate cycle, informing deposit and lending mix |
| Renasant Bank | President, Western Region | Oct 2012–Jul 2017 | Regional growth and portfolio quality, underpinning ROTCE/ROTA priorities |
| Renasant Bank | President, Mississippi Division | Apr 2007–Oct 2012 | Division leadership during expansion, shaping retail and community banking footprint |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | RNST does not disclose external directorships or roles for Cochran in 2024–2025 proxy |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary ($) | Not disclosed | Cochran is an executive officer but not a 2024 named executive; base salaries are disclosed only for NEOs (CEO $765k; others listed) . |
| Target Bonus (%) | Not disclosed | PBRP target levels are set by role; NEO targets: 105% (CEO), 75% (CFO), etc.; Cochran’s specific target not disclosed . |
| Actual Bonus ($) | Not disclosed | 2024 PBRP payouts provided for NEOs; Cochran’s payout not disclosed . |
Performance Compensation
RNST’s executive incentives consist of annual cash awards (PBRP) tied to absolute EPS, efficiency ratio, and adjusted ROTCE, and performance-based equity with 3-year relative ROTCE (PPNR), ROTA (PPNR), and TSR against peers .
| Metric (Annual Cash) | Weight | Threshold | Target | Superior | 2024 Adjusted Actual | 2024 Award Level (Company) |
|---|---|---|---|---|---|---|
| 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 |
| Metric (3-year Equity) | Weight | Threshold (Peer) | Target (Peer) | Superior (Peer) | Notes |
|---|---|---|---|---|---|
| ROTCE (PPNR, %) | 40% | 25th | 50th | 75th | Drives capital deployment quality over cycle |
| ROTA (PPNR, %) | 40% | 25th | 50th | 75th | Profitability of tangible assets focus |
| TSR | 20% | 25th | 50th | 75th | Market-value creation measure |
Vesting schedules:
- Annual cash awards paid based on certified performance; thresholds set vs budget validated by analyst consensus .
- Performance-based equity vests after 3-year cycle; payouts 0–150% of target based on peer-relative performance; executives have voting/dividend rights on target shares pending settlement .
- Time-based restricted stock awards typically 3-year cliff vest; executive-level awards carry 2-year post-vesting holding requirements (net of tax withholding), prohibiting sale/pledge during hold .
Cochran-specific payout and award quantities are not disclosed (NEO details only) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock Ownership Guidelines | RNST requires executive officers to maintain a meaningful investment in Renasant stock; NEO guidelines are CEO at 500% of base salary and other NEOs at 250% (illustrative of executive standards) . |
| Compliance/Hold Requirements | Executives must hold shares for two years post-vesting/performance cycle (net of taxes); no sale/pledge during hold period except on death, disability, retirement, or change in control . |
| Hedging/Pledging | Hedging prohibited; pledging permitted but pledged shares excluded from guideline compliance calculations . |
| Beneficial Ownership | Proxy lists directors and NEOs; Cochran is not included in the beneficial ownership table, so individual share counts/percent are not disclosed . |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | RNST states Cochran is party to an employment agreement (along with other senior executives) . |
| Non-compete | For named executives: 1 year (or 2 years after change in control); non-solicitation of customers/employees for 2 years; confidentiality obligations indefinite . RNST uses consistent agreements to promote retention and protect proprietary information . |
| Severance (without cause/constructive termination) | For named executives: salary continuation through remaining term but not less than 12 months; pro‑rated target bonus; performance equity settled pro‑rata at cycle end based on actuals; pro‑rated vesting of time‑based awards; COBRA premiums up to 18 months . |
| Change-of-control | Double-trigger required (CIC plus qualifying termination within two years) for benefits; clawback policy updated for SEC/NYSE rules applies to performance-based compensation on restatements . |
| Tax gross-ups | RNST policy avoids tax gross‑ups (except legacy car allowance gross‑up for Executive Chairman and disability premium gross‑ups); no broad gross‑ups in agreements . |
Note: RNST provides detailed severance/CIC economics for named executives; Cochran’s individual severance multiple and benefit amounts are not separately disclosed .
Investment Implications
- Alignment: Cochran’s incentives are governed by the same performance architecture (EPS, efficiency, ROTCE; plus 3‑year relative ROTCE/ROTA/TSR) and 2‑year post‑vesting holds—favorable for long‑term orientation and reducing short‑term selling pressure .
- Retention risk: Existence of an employment agreement and standardized severance/change‑of‑control terms indicate structured retention, though lack of public disclosure on his personal award sizes limits precision on near‑term vesting cliffs and potential selling overhang .
- Governance and risk: Hedging is prohibited; pledging is discouraged via ownership calculation exclusion; no legal proceedings involving executives disclosed, lowering red‑flag risk . Say‑on‑pay support improved to 96.7% in 2024 after 79.5% in 2023, reflecting shareholder acceptance of the compensation framework linked to operational results .
- Watch items: Monitor Form 4 filings for any significant dispositions during trading windows (policy requires pre‑clearance), and track outcomes of the 2024–2026 performance cycle (peer‑relative ROTCE/ROTA/TSR) that can materially influence realized compensation and potential selling cadence post‑vesting .