Sean Suggs
RENASANTAbout Sean M. Suggs
Independent director since 2018; age 59. Currently President of Toyota Battery Manufacturing, North Carolina, overseeing construction and start-up of Toyota’s $13.9B North American battery plant; prior roles include Vice President, Social Innovation at Toyota Motor North America and President of Toyota Motor Manufacturing, Mississippi; eight years of service in the U.S. Army . The board classifies him as an independent director under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toyota Motor Manufacturing, Mississippi | President | Began Jan 2018; prior to Jan 2021 | Responsible for manufacturing, accounting, financial reporting, and administrative functions at Blue Springs plant (Corolla) . |
| Toyota Motor North America | Vice President, Social Innovation | Assumed Jan 2021 | Oversaw philanthropy, diversity and inclusion strategy, and environmental sustainability across North America . |
| United States Army | Service member | 8 years | Military leadership and discipline foundation . |
External Roles
| Organization | Role | Tenure/Status | Scope |
|---|---|---|---|
| Toyota Battery Manufacturing, North Carolina | President | Current | Oversees $13.9B plant construction and production start; advanced manufacturing operations . |
Board Governance
- Committee assignments: Audit Committee member (designated audit committee financial expert; committee held 12 meetings in 2024) . ERM Committee member (committee held 5 meetings in 2024) .
- Independence: Board determined Suggs meets NYSE independence standards (non-employee) .
- Attendance and engagement: Board held 14 meetings in 2024; all directors attended at least 75% of board and committee meetings; independent directors met in executive session six times, led by the Lead Director .
- Audit committee responsibilities include oversight of external auditor (HORNE LLP), internal controls, and whistleblower procedures; HORNE fees disclosed and pre-approval processes in place .
Fixed Compensation
- Policy: Non-employee directors receive a uniform annual cash retainer of $70,000; additional retainers for lead director ($30,000), committee chairs (audit/comp/nominating $20,000; ERM chair $15,000), certain Bank committee roles; no meeting fees, tax gross-ups, one-time payments, or special compensation .
- 2024 cash fees paid: Suggs received $82,667 in cash fees (includes retainer and any applicable advisory board fees) .
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer | $70,000 | Standard non-employee director retainer (effective 2024 annual meeting) . |
| Additional retainers (chairs/lead) | — | Suggs is not disclosed as a chair; lead director/committee chair retainers shown for context . |
| Cash fees received (2024) | $82,667 | Fees earned/paid in cash for 2024 . |
| Other cash program features | No meeting fees; no tax gross-ups | Board policy for director pay structure . |
Performance Compensation
- Time-based restricted stock award: 2,356 shares granted on April 23, 2024; grant-date fair value $70,704; vests at the 2025 Annual Meeting; dividends on restricted shares reported separately under “All Other Compensation” .
- 2024 total director compensation: Suggs total $156,241 (Cash $82,667; Stock $70,704; Deferred earnings change $774; Other $2,096) .
| Equity Award Detail | Grant Date | Shares | Grant-Date Fair Value | Vesting | Dividends |
|---|---|---|---|---|---|
| Time-based restricted stock (LTIP) | Apr 23, 2024 | 2,356 | $70,704 | Vests at 2025 Annual Meeting | Dividends included under “All Other Compensation” |
| Performance Metrics for Director Equity | Status |
|---|---|
| Performance conditions (e.g., revenue, EPS, TSR) | None disclosed; director equity is time-based restricted stock only . |
Other Directorships & Interlocks
- Public company boards: None disclosed for Suggs in the proxy .
- Compensation Committee interlocks: Suggs is not a member of RNST’s compensation committee; membership and independence noted (no delegation; consultant Meridian Compensation Advisors) .
Expertise & Qualifications
- Audit committee financial expert (SEC definition) and financially literate under NYSE standards .
- Operational leadership in sophisticated manufacturing, production quality, and corporate leadership; insights into diversity, inclusion, and sustainability programs relevant to RNST’s governance and operations .
Equity Ownership
| Metric | As of | Amount | Notes |
|---|---|---|---|
| Direct shares beneficially owned | Mar 6, 2025 | 11,285 | Includes 2,356 unvested time-based restricted shares vesting at 2025 Annual Meeting . |
| Vested direct shares (est.) | Mar 6, 2025 | 8,929 | Derived from total direct minus unvested restricted (2,356) . |
| DSU units (Deferred Stock Unit Plan) | Jan 1, 2025 | 10,111 | Count toward ownership guidelines compliance . |
| Options exercisable within 60 days | Mar 6, 2025 | 0 | None disclosed. |
| Percent of class | Mar 6, 2025 | <1% | As reported. |
| Pledging/Hedging | Policy | Hedging prohibited; pledged shares do not count for director ownership guidelines . |
Stock ownership guidelines: Non-employee directors must hold at least 500 shares in year 1 and stock valued at 5× annual cash retainer within 5 years; as of Jan 1, 2025, using $36.31 average price, all directors with 5+ years of service met the $350,000 threshold except Ms. Flenorl (Suggs joined in 2018 and thus is in compliance) .
Governance Assessment
- Strengths: Independent status; audit committee financial expert; active committee roles (Audit, ERM); board and committee attendance at or above 75%; independent director executive sessions held regularly; director compensation mix balanced (cash retainer plus time-based equity) with uniform grants; no meeting fees or tax gross-ups; robust ownership alignment via DSUs and stock ownership guidelines .
- Alignment: Beneficial ownership and DSU units support long-term alignment; restricted shares carry voting/dividend rights pre-vesting; director equity is time-based (low risk of goal manipulation), while executive long-term incentives use multi-year, relative measures (context) .
- Conflicts/Related-party exposure: No related-person transactions disclosed involving Suggs; ordinary-course loans with directors are Regulation O-compliant; noted family employment conflicts involve other directors, not Suggs .
- Attendance/engagement: Board held 14 meetings (elevated due to M&A/financing); all directors attended ≥75%; six independent executive sessions under the Lead Director .
- RED FLAGS: None specific to Suggs (no pledging disclosed, no late Section 16(a) filings attributed to him; directors do not receive one-time payments or tax gross-ups) .