Toggle SGML Header (+)


Section 1: DEF 14A (DEF 14A)

Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to § 240.14a-12

PINNACLE FINANCIAL PARTNERS, INC.
(Name of Registrant as Specified in its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 (1)Title of each class of securities to which transaction applies:
   
 (2)Aggregate number of securities to which transaction applies:
   
 (3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
   
  (4)Proposed maximum aggregate value of transaction:
   
  (5)Total fee paid:

Fee paid previously with preliminary materials.
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 (1)Amount Previously Paid:

 (2)Form, Schedule or Registration Statement No.:

  (3)Filing Party:

 (4)Date Filed:





PINNACLE FINANCIAL PARTNERS, INC.
150 Third Avenue South, Suite 900
Nashville, Tennessee  37201
(615) 744-3700

March 12, 2020

Dear Shareholder:

You are cordially invited to attend our annual meeting of shareholders, which will be held in our offices on the eighth floor of the Pinnacle at Symphony Place at 150 Third Avenue South, Nashville, Tennessee 37201, on Tuesday, April 21, 2020, at 11:00 a.m., CDT. I sincerely hope that you will be able to attend this meeting, and I look forward to seeing you.

This notice of the annual meeting and proxy statement describes the formal business to be transacted at the meeting. We will also report on our operations for the year ended December 31, 2019 and the first quarter of 2020, as well as our plans for the future.  Your attention is directed to the proxy statement and notice of meeting accompanying this letter for more information regarding the matters proposed to be acted upon at the meeting.

We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission's "notice and access" rules. We are constantly focused on improving the ways shareholders connect with information about Pinnacle, and believe that providing our proxy materials over the Internet increases the ability of our shareholders to connect with the information they need, while reducing the environmental impact of our Annual Meeting.

Please take this opportunity to become involved in the affairs of Pinnacle Financial Partners, Inc. Whether or not you expect to be present at the meeting, please vote and submit your proxy as soon as possible via the Internet, by phone, or if you have requested to receive printed proxy materials, by mailing a proxy or voting instruction card enclosed with those materials. This will not prevent you from voting in person at the meeting, but will help to secure a quorum and avoid added solicitation costs.  If you decide later to attend the meeting, you may withdraw your proxy at any time and vote your shares in person.

Sincerely,


403278159_image0a011.jpg

M. Terry Turner
President and Chief Executive Officer











(Intentionally left blank)




PINNACLE FINANCIAL PARTNERS, INC.
150 Third Avenue South, Suite 900
Nashville, Tennessee  37201
(615) 744-3700

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 21, 2020

The annual meeting of shareholders of Pinnacle Financial Partners, Inc. (the "Company") will be held on Tuesday, April 21, 2020, at 11:00 a.m., CDT in our offices on the eighth floor of the Pinnacle at Symphony Place at 150 Third Avenue South, Nashville, Tennessee 37201 for the following purposes:

(1) To elect sixteen persons to serve as directors for a term of one year until the due election and qualification of their successors;
(2) To ratify the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020;
(3) To approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement that accompanies this notice; and
(4) To transact any other business as may properly come before the meeting.

The Board of Directors has set the close of business on February 28, 2020, as the record date for determining the shareholders who are entitled to notice of, and to vote at, the meeting.

We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to many of our shareholders instead of paper copies of our proxy statement and our annual report. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how shareholders can receive a paper copy of our proxy materials, including the proxy statement, our 2019 Annual Report to Shareholders and proxy card.

We hope that you will be able to attend the meeting. We ask, however, whether or not you plan to attend the meeting that you vote as soon as possible. Promptly voting will help ensure that the greatest number of shareholders are present whether in person or by proxy. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card enclosed with those materials. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice you received in the mail.

If you attend the meeting in person, you may revoke your proxy at the meeting and vote your shares in person. You may revoke your proxy at any time before the proxy is exercised.  Should you desire to revoke your proxy, you may do so as provided in the accompanying proxy statement.

By Order of the Board of Directors,
403278159_image1a041.jpg
        Hugh M. Queener, Corporate Secretary
Nashville, Tennessee
March 12, 2020



















(Intentionally left blank)









PINNACLE FINANCIAL PARTNERS, INC.
150 Third Avenue South, Suite 900
Nashville, Tennessee  37201
(615) 744-3700

* * * * * * * * *

PROXY STATEMENT FOR 2020 ANNUAL MEETING

* * * * * * * * *

The Board of Directors (the "Board") of Pinnacle Financial Partners, Inc. (the "Company") has made this proxy statement and accompanying proxy card available to you on the Internet, or upon your request, has delivered such materials to you in printed form in connection with its solicitation of proxies for use at the 2020 Annual Meeting of Shareholders (the "Meeting") to be held at 11:00 a.m. CDT on Tuesday, April 21, 2020 in our offices on the eighth floor of the Pinnacle at Symphony Place at 150 Third Avenue South, Nashville, Tennessee 37201, and at any adjournments of the Meeting.  The Board is soliciting proxies for the purposes set forth in the notice the Company mailed to you on or about March 12, 2020 (the "Notice of Internet Availability of Proxy Materials").

The purposes of the Meeting are:
(i) To elect sixteen directors for a term of one year and until their successors are elected and qualified as our Corporate Governance Guidelines and Charter require all directors to be elected annually;
(ii) To ratify the appointment of the Company's independent registered public accounting firm;
(iii) To approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in this proxy statement; and
(iv) To transact such other business as may properly be brought before the Meeting.

The close of business on February 28, 2020 is the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting. We first mailed the Notice of Internet Availability of Proxy Materials to our shareholders on or about March 12, 2020.

 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on April 21, 2020:

 As outlined in the Notice of Internet Availability of Proxy Materials, this proxy statement, the proxy card and the Company's 2019 Annual Report to Shareholders are available on the Internet at http://materials.proxyvote.com/72346Q.

As of the close of business on the record date, the Company had 180,000,000 shares of Common Stock, $1.00 par value per share (the "Common Stock"), authorized, of which 76,412,113 shares were issued and outstanding, and 10,000,000 shares of preferred stock, no par value per share (the "Preferred Stock"), authorized, of which no shares were issued and outstanding. Each issued and outstanding share of Common Stock is entitled to one vote on all matters properly presented at the Meeting.

 Important Notice Regarding the Location of the Annual Meeting:


We intend to hold our annual meeting in person. However, we are actively monitoring the coronavirus (COVID-19); we are sensitive to public health and travel concerns our shareholders may have and the protocols that federal, state and local governments may impose. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor the investor relations link on our company's website at www.pnfp.com for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the annual meeting.

Pinnacle Financial Partners, Inc.          1



IMPORTANT MEETING AND VOTING INFORMATION

Proxy Voting Procedures

If you properly vote and submit your proxy card, the persons appointed as proxies will vote your shares according to the instructions you have specified on the proxy card. If you submit your executed proxy card but do not specify how the persons appointed as proxies are to vote your shares, your proxy will be voted as follows:

FOR the election of each of the director nominees;
FOR the ratification of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020;
FOR the non-binding, advisory approval of the compensation of the Company's named executive officers as disclosed in this proxy statement; and
In the best judgment of the persons appointed as proxies as to all other matters properly brought before the Meeting.

If any nominee for election to the Board named in this proxy statement becomes unavailable or unwilling to serve for any reason, the proxy will be voted FOR a substitute nominee selected by the Board, or, alternatively, the Board may vote to reduce the size of the Board.

You may also vote in person by attending the Meeting to be held at 11:00 a.m. CDT on Tuesday, April 21, 2020 in our offices on the eighth floor of the Pinnacle at Symphony Place located at 150 Third Avenue South, Nashville, Tennessee 37201.  Please be aware that cameras and other recording equipment will not be allowed in the Meeting.

Revocability of Proxies

You can revoke your proxy at any time before it is voted by delivering to Mr. Hugh M. Queener, Corporate Secretary, Pinnacle Financial Partners, Inc., 150 Third Avenue South, Suite 900, Nashville, Tennessee 37201, either a written revocation of the proxy or a duly executed proxy bearing a later date, or by casting a new vote by telephone or Internet (only your last proxy submitted prior to the Meeting will be counted).  You may also revoke your proxy by attending the Meeting and voting in person.  If you hold shares in "street name" and you wish to cast your vote or change your vote at the Meeting, please bring a copy of your brokerage statement reflecting your share ownership as of the record date for the Meeting.

Shareholder Approval Requirements

A quorum will be present at the Meeting if at least 38,970,178 shares of Common Stock are represented in person or by valid proxy at the Meeting, which is a majority of the Company's outstanding shares of Common Stock as of the record date.  According to Tennessee law and the Company's Amended and Restated Charter and Amended and Restated Bylaws, the aggregate number of votes entitled to be cast by all shareholders present in person or represented by proxy at the Meeting, whether those shareholders vote "for" or "against" or "abstain" from voting, together with all broker non-votes will be counted for purposes of determining whether a quorum is present.

Broker Proxies.  Proxies that are returned to us by brokers that have not received instructions to vote on one or more proposals and do not vote on such proposal(s) are referred to as "broker non-votes" with respect to the proposal(s) not voted upon. Broker non-votes are included in determining the presence of a quorum.  Under the rules of the New York Stock Exchange (the "NYSE"), if your broker does not receive instructions from you, your broker will not be able to vote your shares with respect to non-routine matters. The proposals regarding the election of directors and the approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers, in each case, as disclosed in this proxy statement, are considered non-routine under the rules of the NYSE and failure to instruct your broker on how to vote on these matters will result in a broker non-vote. Therefore, it is very important that you instruct your broker how you wish your shares to be voted on these matters. The proposal regarding ratification of the appointment of the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020 is considered routine and therefore your broker may vote your shares on that matter even if your broker does not receive instructions from you.


Pinnacle Financial Partners, Inc.          2



Vote Required to Elect Directors.  As a result of our adopting a majority voting standard for directors at the 2015 annual meeting of shareholders, should a board nominee in an uncontested election fail to receive an affirmative vote of a majority of the votes cast at the Meeting, in person or by proxy, then that nominee, if that individual is an incumbent director, shall tender his or her resignation to the Chairman of the Board and the Chairman of the Nominating and Corporate Governance Committee following the shareholder vote pursuant to the Company's Corporate Governance Guidelines.  Subsequently, the Company's Nominating and Corporate Governance Committee shall consider the relevant facts and circumstances, including the factors that may have given rise to the resulting shareholder vote and the service and qualifications of the impacted director(s), and recommend to the Board within ninety days of the shareholder vote as to whether to accept or reject the resignation of the impacted director(s).  The Board shall also consider the relevant facts and circumstances when considering whether to accept or reject the Nominating and Corporate Governance Committee's recommendation. Subsequently, the Company shall include a full explanation of the above process and the decisions reached in a Form 8-K filing with the Securities and Exchange Commission (the "SEC").  Any director who tenders his or her resignation pursuant to this provision shall not participate in any discussion or recommendation related to the above process. A properly executed proxy marked "ABSTAIN" with respect to a candidate will not be voted on that candidate, although it will be counted in determining whether there is a quorum. Therefore, abstentions will have no effect on whether any of the candidates receives an affirmative vote of a majority of the votes cast at the meeting so long as a quorum is present.

Vote Required to Ratify the Appointment of Crowe LLP as Described in this Proxy Statement and Vote Required to Approve, on a Non-Binding, Advisory Basis, the Compensation of the Company's Named Executive Officers. These matters will be approved if the number of shares of Common Stock voted in favor of the proposal exceed the number of shares of Common Stock voted against it. A properly executed proxy marked "ABSTAIN" with respect to either of these proposals will not be voted on that proposal, although it will be counted in determining whether there is a quorum. Therefore, abstentions will have no effect on whether these proposals are approved so long as a quorum is present.

A summary of the voting provisions, provided a valid quorum is present or represented at the Meeting, for the above matters is as follows:
VoteCompany recommendationRoutine or Non-routineVote Requirement
Election of director nomineesFOR
Non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.
In an uncontested election, which is the case for this year's election, a majority of votes cast either FOR or AGAINST each candidate will determine the result. Director nominees in uncontested elections that fail to receive a majority of votes cast at the Meeting in favor of their election must submit their resignation which may be accepted or rejected by the Board after receiving the recommendation of the Nominating and Corporate Governance Committee.
Ratification of independent registered public accounting firmFOR
Routine, thus if you hold your shares in street name, your broker may vote your shares for you absent any other instructions from you.
Higher number of shares cast either FOR or AGAINST the proposal will determine the result. ABSTAIN will not impact vote result.
Advisory, non-binding approval of compensation of named executive officersFOR
Non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.

Proxy Solicitation

Although the Company does not currently plan to engage a proxy solicitation firm for the Meeting, the Company will pay the cost of proxy solicitation. Our directors, officers and employees may, without additional compensation, solicit proxies by personal interview, telephone, fax, or otherwise. We will direct brokerage firms or other custodians, nominees or fiduciaries to forward our proxy solicitation material to the beneficial owners of Common Stock held of record by these institutions and will reimburse them for the reasonable out-of-pocket expenses they incur in connection with this process.



Pinnacle Financial Partners, Inc.          3



Shareholder Proposals for Next Year's Meeting

In order for shareholder proposals for the 2021 annual meeting of shareholders to be eligible for inclusion in the Company's 2021 proxy statement, all such proposals must be mailed to Hugh M. Queener, Corporate Secretary, Pinnacle Financial Partners, Inc., 150 Third Avenue South, Suite 900, Nashville, Tennessee 37201, must be received no later than the close of business on November 12, 2020 and must comply with the applicable rules and regulations of the SEC and the relevant provisions of the Company’s Bylaws. 

A shareholder who intends to raise a proposal to be acted upon at the 2021 Annual Meeting of Shareholders, but who does not desire to include the proposal in the Company's 2021 proxy statement, must comply with the advance notice provisions of the Company’s Bylaws. Under the advance notice provisions, a shareholder must give written notice of such proposal to the Secretary of the Company. The Secretary must receive such notice not less than 90 days nor more than 120 days prior to the first anniversary of the Meeting (December 22, 2020 and January 21, 2021, respectively). The shareholder’s submission must include certain specified information concerning the proposal and the shareholder, including such shareholder’s ownership of Common Stock, as described in more detail in the Company’s Bylaws. Shareholders are strongly encouraged to seek advice from legal counsel before submitting a proposal as the Company will not entertain any proposals that do not meet these requirements. 

ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE

The Company has developed sound environmental, social corporate governance principles which it believes are essential to running the Company's business efficiently and to maintaining the Company's integrity in the marketplace. We have highlighted below certain key components of our commitment to social, environmental and corporate governance responsibilities and the impact we make in our communities. For further information on this commitment, see our Corporate Social Responsibility Report that appears in the "Investor Relations" section of our website at www.pnfp.com. The information contained in this report is not incorporated into this proxy statement.

Environmental Responsibility

To minimize the Company’s direct carbon footprint, the Company's corporate headquarters are housed in a leased facility that has been designated as a U.S. Green Building Council Leaders in Energy and Environmental Design (LEED) Gold level building. Since the Company's founding in 2000, construction or remodeling projects have been planned and executed with an awareness and attention to energy conservation including items such as recyclable and recycled materials, occupancy sensing LED lighting, programmed HVAC systems, plumbing practices focused on water conservation, and high performing insulation practices such as reflective roofing materials, continuous exterior insulation, and energy efficient windows and structural design. Two of our most recently constructed bank-owned branch facilities have been designated as LEED certified.

The Company views making loans to environmentally responsible clients as desirable and making loans to companies that reflect irresponsible behavior such as harmful carbon emissions as high risk. The Company has identified certain industries that are at a higher risk for a negative environmental impact for which additional environmental due diligence is warranted prior to extending credit. Our lending policy outlines procedures to address the risks associated with certain industries, such as industrial and manufacturing processing, dry-cleaners, trucking companies, and others as identified, which use chemicals and solvents or produce environmentally sensitive by-products. These industries with higher levels of environmental risk warrant increased environmental due diligence.

In addition, the Company provides numerous options for both consumer and commercial clients to minimize the carbon impact or otherwise improve the environmental impact of their operations including eStatements, online banking and remote deposit capture. These options enable clients to complete their routine business transactions without the need to visit a retail location or the use of paper resources, further reducing the impact on the environment.

Social Responsibility

Pinnacle believes that a strong and diverse team is critical to our success and performance. The Company is committed to being more vocal and focused in its efforts to ensure it is creating a great place to work for all guided by the diversity and inclusion policy, which was implemented in late 2019. Additionally, the Company is committed to providing a safe workplace as represented by the inclusion of anti-harassment and anti-discrimination policies in the annual code of conduct materials required to be reviewed and agreed to annually by all associates.


Pinnacle Financial Partners, Inc.          4



The Company is committed to paying all associates a fair wage. Almost 51 percent of the Company's total workforce is paid on an hourly basis and each of those associates is paid at least $15 per hour. Furthermore, all of Pinnacle Bank's associates, other than those that are compensated on a commission basis, participate in the annual cash incentive plan with the opportunity to earn at least 10% of their annual salary or base wages in incentive payments at target levels of performance, and each associate participates in the equity incentive plan and receives an annual equity grant. In addition to the above, we offer associates paid time off, a minimum of ten firm-wide holiday observances and beginning in 2019, paid parental leave upon the birth or adoption of a child.

Maintaining a work environment and culture where all associates feel valued and respected and have an opportunity to advance within the Company has been an important part of the fabric of our company from its beginning. The Company has won numerous awards tied to culture and associate engagement and the Company regularly surveys its associates about what it is doing well and what it can do better.

An engaged and diverse workforce that represents the communities where the Company operates is also something we work hard to foster within our company. In 2019, the Company developed a written diversity and inclusion policy that is available on its website that more formally reflects the Company’s values in this important area.

Enhancing the diversity of the Company’s workforce has been something that has been a focus of the Company since its formation. Female associates have always made up a significant percentage of the Company’s workforce and at December 31, 2019 67% of the Company’s associates were women and 14% were minorities. Among the Company’s nearly 100-person Leadership Team, women make up approximately 20% of these associates, up from 13% in 2010 while minorities account for 4% of the Leadership Team members, up from less than 1% in 2010. Beginning in 2020, a senior leadership team made up of a subset of these Leadership Team members was formed. Presently, the senior leadership team consists of 12 associates, one of whom is a woman, who is also a minority and one male that is a minority. Another female associate will join the senior leadership team effective March 16, 2020. In 2020, the Company intends to continue its efforts at developing a more diverse workforce.

Since its founding in 2000, the Company has been involved in supporting local nonprofits through volunteerism, financial contributions and nonprofit banking services. Since 2011, Pinnacle associates have contributed more than 20,000 volunteer hours annually to over 500 nonprofits. That includes the Company's participation in the annual Make a Difference Day, where teams choose projects ranging from helping a client in a difficult situation to teaming up with a local nonprofit organization to meet a specific need.

The Company has a strong track record of financial support to nonprofits and charitable causes. Pursuant to a strategic objective, one percent of pre-tax profits go to support more than 300 community investment programs annually. By evaluating the causes its associates put their time and energy into, the Company seeks to align charitable giving with that of its associates. The Company gives to support four major causes: education; health and human services; the arts; and economic development.

The Company has an experienced group of financial advisors who specialize in the financial needs of nonprofit organizations, providing traditional loan and deposit services and also advice on investment policy and giving programs. One aspect of economic development has become our top community priority: affordable housing.

In connection with this focus, Pinnacle has:

provided financing through grant funding for more than 1,000 affordable housing units,
serviced the mortgages on more than 1,100 Habitat for Humanity homes at no cost to Habitat or the   homeowners,
given down payment assistance for over 300 affordable single-family homes,
opened an Individual Development Account program to match down payment funds helping more than 170 families buy their own homes over the last three years, and
helped more than 100 families remain in their homes through grant funding, counseling services and assistance from the state.

The Company also seeks to enhance the neighborhoods in which we operate by including bicycle racks, pedestrian-friendly crosswalks, proximity to transit, and the use of native landscaping as well as constructing facilities in brownfield sites and Opportunity Zones when appropriate and available.



Pinnacle Financial Partners, Inc.          5



Shareholder Responsibility

The Company maintains an active presence in the investor community with a combination of press releases regarding interim developments in the markets in which we operate, quarterly investor earnings calls which are widely publicized, and participation in frequent investor conferences and roadshows. During 2019, the Company met with 260 active investors and attended seventeen unique events.

The Company initiated payment of a quarterly dividend of $0.08 per share of common stock in the fourth quarter of 2013 and has since increased the dividend to $0.12 beginning in the first quarter of 2015, to $0.14 beginning in the first quarter of 2016, and to $0.16 beginning in the fourth quarter of 2018. During the first quarter of 2020, Pinnacle Financial’s board of directors declared a cash dividend of $0.16 per share common share.

In November 2018, we announced that our board of directors had authorized a share repurchase program for up to $100.0 million of our outstanding common stock. The repurchase program expires on March 31, 2020. During the twelve months ended December 31, 2019, we repurchased 1.1 million shares of our common stock at a weighted average price of $55.70 and an aggregate cost of $61.4 million.

In October 2019, we announced that our board of directors had authorized an additional share repurchase program for up to $100.0 million of our outstanding Common Stock after completion or expiration of the previously announced program. The repurchase program announced on October 15, 2019 is scheduled to expire upon the earlier of our repurchase of shares of our outstanding Common Stock having an aggregate purchase price of $100.0 million and December 31, 2020.

Communications with Members of the Board

The Company's Board has established procedures for the Company's shareholders to communicate with members of the Board. Shareholders may communicate with any of the Company's directors, including the chairperson of any of the committees of the Board, by writing to a director c/o Pinnacle Financial Partners, Inc., 150 Third Avenue South, Suite 900, Nashville, Tennessee 37201.

Corporate Governance Guidelines

The Company's Board has established a set of Corporate Governance Guidelines which address such matters as director qualifications, director nominations, board composition, director meetings, board committees and other matters.  The Board believes such guidelines to be appropriate for the Company in its effort to maintain "best practices" as to corporate governance.  You may access a copy of the Company's Corporate Governance Guidelines by clicking on the "Governance Documents" link on the Company's website at www.pnfp.com.  Also, the Company has included other corporate governance documents such as the Audit Committee Charter, Human Resources and Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Risk Committee Charter and Code of Conduct on the Company's website as well.

Director Age Limit

The Company's Corporate Governance Guidelines require that any director that is over the age of 75 at the time of the annual meeting of shareholders shall not be nominated to the Board of Directors at that meeting by the Nominating and Corporate Governance Committee. Consequently, Mr. Sloan could not be nominated for another term on the Company's Board of Directors and his current term as director will expire immediately following the meeting.

Director Independence

The Board, upon recommendation of the Nominating and Corporate Governance Committee, has determined that each of the following directors is an "independent director" within the meaning of Nasdaq Listing Rule 5605(a)(2):
Abney S. Boxley, IIICharles E. Brock
Renda J. BurkhartGregory L. Burns
Marty G. DickensThomas C. Farnsworth, III
Joseph C. GalanteGlenda Baskin Glover
David B. IngramGary L. Scott
Thomas R. SloanReese L. Smith, III
G. Kennedy Thompson

Pinnacle Financial Partners, Inc.          6



Conversely, M. Terry Turner, Richard D. Callicutt, II, Robert A. McCabe, Jr. and Ronald L. Samuels are not considered independent. As a result, the Company considers 76% of its directorate independent at this time. Following the meeting and with Mr. Sloan's departure from the Board, approximately 75% of the board will be considered independent. In determining director independence the Board and the Nominating and Corporate Governance Committee considered the following relationships and transactions:

Under Nasdaq Listing Rule 5605(a)(2), directors may not be determined to be independent if they are an executive officer or have been employed by a company within the three years preceding the determination of independence.  In addition, a director may not be considered independent if the director received more than $120,000 in compensation (other than director fees, certain deferred compensation and retirement payments) from the Company for any twelve-month period during the preceding three years.  Messrs. Turner, Callicutt and McCabe are executive officers of the Company or its bank subsidiary, Pinnacle Bank (the "Bank"), and accordingly, are not considered independent.

Mr. Samuels was employed by the Company and the Bank upon the Company's acquisition of Avenue Financial Holdings, Inc. in July 2016 and remained an employee of the Company and the Bank until his retirement on June 30, 2019. Given that at least three years had not elapsed since Mr. Samuels' retirement from the Company and the Bank at the time of the independence determination, Mr. Samuels is not considered independent.

Mr. Scott was employed by the Company upon the Company's acquisition of Mid-America Bancshares, Inc. on November 30, 2007 until his retirement on October 31, 2008. In its determination that Mr. Scott was independent, the Board and the Nominating and Corporate Governance Committee considered the period of time that had elapsed since Mr. Scott's retirement, the nature and amount of payments he has received from the Company since his retirement, the nature of his prior position, and the relatively brief length of his employment with the Company. Mr. Scott serves as the chairman of the Risk Committee, all members of which are required to be independent. Mr. Scott also serves on the Nominating and Corporate Governance Committee, all members of which are required to be independent.

In its independence determination, the Board considered that directors, family members of directors and companies in which they serve as executives or controlling shareholders have various banking relationships, including loans, deposits and trust, insurance or investment services relationships with the Bank and that such services are provided on non-preferential terms generally available to other customers. Loans that are made to such persons do not involve, at the time made, more than the normal risk of collectability or present other unfavorable features to the Bank. For more information regarding these loans, see "Certain Relationships and Related Party Transactions" of this proxy statement.

In 2019, the independent directors held two meetings at which only independent directors were present (i.e., "executive sessions"). In 2017, the independent directors determined that the chairman of the Company's Nominating and Corporate Governance Committee will serve as lead independent director and chairman of such executive sessions and at all other meetings of non-management directors (the "Lead Director"). As such, the Lead Director is responsible for communicating any matters resulting from these executive sessions to management, in most cases to the CEO, pursuant to the instructions of the independent directors. In connection with his appointment as Chairman of the Nominating and Corporate Governance Committee,  Mr. Dickens was appointed and designated as the Lead Director beginning March 1, 2017 and will continue as such until his successor as Lead Director is appointed by the Board.

Board Composition

The Company’s Board is currently composed of 17 individuals, though the term of one of its members, Thomas R. Sloan, will end at the Annual Meeting as Mr. Sloan was not re-nominated to the Board as he reached the age limit for director service set forth in the Company’s Corporate Governance Guidelines. As a result, the Board has determined to reduce the size of the Board to 16 members effective as of expiration of Mr. Sloan’s term.

Since July 31, 2015, the Company has added ten directors to the Board in connection with strategic acquisitions completed by the Company. The individuals added to the Board in connection with these acquisitions were the result of negotiations between the Company and the acquired companies. The addition of these ten individuals, and two other members of the Company’s Board added in 2015, has resulted in a significant refreshment of the Board in the last five years. Ten of the directors nominated for election at the Annual Meeting have served on the Board for fewer than five years, while one has served on the Board between five and ten years and five have served for longer than ten years. Though the addition of ten directors in connection with these acquisitions has contributed to the refreshment of the Board, these individuals, none of whom is diverse, have caused the percentage of the Company’s Board members that are diverse to drop below historical levels maintained by the Company for much of its first fifteen years of existence.

Pinnacle Financial Partners, Inc.          7



The Nominating and Corporate Governance Committee, and the full Board, are evaluating the size of the Board and whether to add new directors, including as existing Board members reach the age limits for service on the Board set out in the Company’s Corporate Governance Guidelines, or reduce the size of the Board. Should the Nominating and Corporate Governance Committee and the Board decide to add directors in the future, either as a result of increasing the size of the Board or filling vacancies that arise when existing directors leave the Board, the Nominating and Corporate Governance Committee and the Board will continue its historical practice of considering, among other factors, the gender, ethnic and racial composition of the Board when identifying and evaluating candidates.

Director Qualifications

The Company's Corporate Governance Guidelines contain certain criteria that apply to nominees for a position on the Company's Board. The Company's Board and its Nominating and Corporate Governance Committee have also adopted procedures for the evaluation of director candidates (the "Nominee Procedures") that contain certain minimum qualifications for candidates, including those candidates identified by the Company's shareholders.  The Company's Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee will annually review with the Board the composition of the Board as a whole and will consider with the Board the current composition of the Board in an effort to ensure that the members of the Board have a diversity of age, skills and experience in the context of the needs of the Board. 

In January 2020, the Board adopted amendments to the Company’s Corporate Governance Guidelines and the charter of the Nominating and Corporate Governance Committee. As a result of these amendments, each of the Board and Nominating and Corporate Governance Committee has formalized its historical practice of giving consideration to the diversity of the Board, including as it relates to gender, race, ethnicity and political and social viewpoints, as well as the more traditional factors of age, business acumen, market representation and professional experience when considering the appointment of individuals for initial election to the Board.

The Nominee Procedures provide that the Nominating and Corporate Governance Committee may consider whatever factors it deems appropriate in its assessment of a candidate for board membership and that candidates nominated to serve as directors will, at a minimum, in the Nominating and Corporate Governance Committee's judgment:

be able to represent the interests of the Company and all of its shareholders and not be disposed by affiliation or interest to favor any individual, group or class of shareholders or other constituency;
meet the minimum qualifications for directors set forth in the Corporate Governance Guidelines and fulfill the needs of the Board at that time in terms of diversity of age, gender, race, experience and expertise; and
possess the background and demonstrated ability to contribute to the performance by the Board of its collective responsibilities, through senior executive management experience, relevant professional or academic distinction, and/or a record of relevant civic and community leadership.

In addition to these minimum qualifications, the Nominating and Corporate Governance Committee may also consider whether the candidate:

is of the highest ethical character and shares the core values of the Company as reflected in the Company's Corporate Governance Guidelines and the Company's Code of Conduct;
has a reputation, both personally and professionally, consistent with the image and reputation of the Company;
has recognized accomplishments in the candidate's field;
has expertise and experience that would complement the expertise and experience of other members of the Board;
has the ability to exercise sound business judgment;
has the ability to work in a collegial manner with persons of diverse educational, business and cultural backgrounds;
has an ability and willingness to keep an open mind when considering matters affecting interests of the Company and its constituents;
has an ability and willingness to commit sufficient time and attention to discharge his or her obligations as a member of the Board;
has strong community ties in the Company’s banking markets or with the business community that can assist the Company from time to time in its business development efforts;
shows a commitment to act in the best interests of the Company and its constituents; and
is able to objectively assess Board, committee and management performances.



Pinnacle Financial Partners, Inc.          8



The Nominating and Corporate Governance Committee does not assign specific weights to any particular criteria and no particular criterion is necessarily applicable to all prospective nominees. In addition to the criteria set forth above, the Nominating and Corporate Governance Committee considers how the skills and attributes of each individual candidate or incumbent director work together to create a board that is collegial, engaged and effective in performing its duties. Moreover, the Nominating and Corporate Governance Committee believes that the background and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. For a discussion of the specific backgrounds and qualifications of our current directors, see "Proposal #1: Election of Directors - Nominees for Election to the Board".

Service Limitations for other Public Company Boards of Directors

The Company's Corporate Governance Guidelines limit the number of public company boards of directors on which the Company's directors may serve.  Generally, non-employee directors may serve on the Company's Board and no more than three other public company boards, unless the non-employee director is the chief executive officer of a public company, in which case the limitation is reduced to two other public company boards.  Employee directors are limited to the Company's Board plus two other public company boards.

Process for Identifying Candidates

The Nominating and Corporate Governance Committee seeks to identify potential candidates for membership on the Company's Board through conversations with members of the Board, senior management and other members of the communities served by the Company.

The Nominating and Corporate Governance Committee also considers nominees proposed by the Company's shareholders in accordance with the provisions contained in the Company's Bylaws.  The Nominating and Corporate Governance Committee considers candidates recommended by the Company's shareholders within the context of the criteria and procedures described in the Nominee Procedures and under the "Director Qualifications" and "Evaluation of Candidates" sections of this proxy statement. Under the Company’s Bylaws, any shareholder may nominate a person for election to the Company’s Board at an annual meeting of shareholders or special meeting of shareholders called for the purpose of electing directors by providing timely notice of such nomination to the Secretary of the Company. Generally, to be timely, the written notice must be received by the Secretary within the following time periods:

in the case of an annual meeting, no earlier than 120 days and no later than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that if (A) the annual meeting is not within 30 days before or after such anniversary date, or (B) no annual meeting was held during the preceding year, to be timely the shareholder notice must be received no later than the tenth day after the day on which notice of the date of the meeting was mailed or public disclosure of the date of such meeting is first made, whichever occurs first; and
in the case of a nomination of a person or persons for election to the Board of Directors at a special meeting of the shareholders called for the purpose of electing directors, no earlier than 120 days before such special meeting and no later than 90 days before such special meeting or, if later, the tenth day after the day on which public disclosure of the date of such meeting is first made.

In addition to timely notifying the Company of a proposed nominee, a shareholder must also provide the Company with certain information including information regarding the nominee and the shareholder proposing the nominee within the time periods outlined in the Company’s Bylaws. The foregoing is a summary of the requirements for shareholders to nominate persons for election to the Board of Directors, which requirements are set out fully in the Company’s Bylaws and the foregoing description is qualified by reference to the full text of the Bylaws. You should consult the Bylaws for more detailed information regarding the processes by which shareholders may nominate directors, including the specific requirements regarding the content of the written notices and other related requirements. The Board will not entertain any nominations that do not comply with these requirements.

Evaluation of Candidates

The Nominating and Corporate Governance Committee will consider all candidates for initial election to the Board nominated through the processes described above in accordance with the procedures described under this "Evaluation of Candidates" section.  The chair of the Nominating and Corporate Governance Committee will preliminarily assess a candidate's qualifications and suitability, working with staff support and seeking input from the Board, and report such assessment as promptly as practicable to the Nominating and Corporate Governance Committee members.  When feasible, the chair of the
Pinnacle Financial Partners, Inc.          9



Nominating and Corporate Governance Committee will interview candidates whom the chair believes are likely to meet the criteria for Board membership as part of the preliminary assessment process.  The report may be made to the Nominating and Corporate Governance Committee at a meeting of the committee or informally to each committee member between meetings.

If it is the consensus of the Nominating and Corporate Governance Committee that a candidate is likely to meet the criteria for Board membership, the chair of the Nominating and Corporate Governance Committee will advise the candidate of the committee's preliminary interest and, if the candidate expresses sufficient interest, with the assistance of the Company's corporate secretary's office, will arrange interviews of the candidate with one or more members of the Nominating and Corporate Governance Committee and senior management of the Company, and request such additional information from the candidate as the committee deems appropriate.  The Nominating and Corporate Governance Committee of the Company will consider the candidate's qualifications, including the individual's background, skills and abilities, whether such characteristics are consistent with the Company's Corporate Governance Guidelines and the qualifications set forth in the Nominee Procedures and whether the candidate's qualifications and characteristics fulfill the needs of the Board at that time.  The Nominating and Corporate Governance Committee will then confer and reach a collective assessment as to the qualifications and suitability of the candidate for membership on the Company's Board.  On the basis of its assessment, the Nominating and Corporate Governance Committee will formally consider whether to recommend the candidate's nomination for election to the Board.

Board Leadership Structure

Neither the Corporate Governance Guidelines nor any policy of the Board requires that the role of the Chairman and Chief Executive Officer be separate.  Robert A. McCabe, Jr., who is also an employee of the Company, is the Chairman of the Board and has been the Chairman of the Board since the Company's formation.  M. Terry Turner currently serves as a director and as the Company's President and Chief Executive Officer and has also held these positions since the Company's formation.  Additionally, pursuant to the Company's Corporate Governance Guidelines, the Board elects a Lead Director who shall preside over periodic meetings of all independent directors and is customarily the Chair of the Nominating and Corporate Governance Committee. The Lead Director's responsibilities include, among other things, supporting the President and Chief Executive Officer in developing the agenda for Board meetings and in serving as a conduit for information flow between management and the non-employee members of the Board. The Lead Director chairs executive sessions of the independent directors at which neither the Chairman nor the President and Chief Executive Officer are present.

The Board has six committees, which are the Executive Committee, the Audit Committee, the Community Affairs Committee, the Human Resources and Compensation Committee, the Nominating and Corporate Governance Committee and the Risk Committee, all of which are discussed in more detail below.  Certain directors also serve on a Pinnacle Bank board committee, the Trust Committee, which assists the Board of the Bank in monitoring certain Pinnacle Bank trust operations. There is also a Directors’ Loan Committee, which, should certain asset quality thresholds be exceeded, will assist the Board in monitoring management’s efforts to improve the soundness of Pinnacle Bank. Because the asset quality thresholds of the Company are better than the amounts required for the Directors’ Loan Committee to convene, this committee did not meet in 2019 and has not met since 2011.

The Audit Committee, the Human Resources and Compensation Committee, the Nominating and Corporate Governance Committee and the Risk Committee are composed entirely of independent directors within the meaning of that term in the Nasdaq Listing Rules and the rules and regulations of the SEC.

The Company believes that its current leadership structure is appropriate for the Company in that it provides an efficient decision making process with proper independent oversight. The Company's Chairman, Robert A. McCabe, Jr., is highly involved in the day to day operations of the Company.  His responsibilities include but are not limited to:

Serving as the lead business development officer for commercial clients and affluent consumers within the Company’s Tennessee markets.
Direct responsibility for the strategic direction of the various fee businesses of the Company, including wealth management, investment services, trust and insurance services.
Serving as chairman of the Company's asset liability management committee.

Likewise, the Company's President and Chief Executive Officer, M. Terry Turner, is chairman of the Board’s Executive Committee and is also charged with overseeing day to day operations of the Company.  His responsibilities include but are not limited to:

Direct responsibility for the overall strategic direction of the Company.
Pinnacle Financial Partners, Inc.          10



Providing leadership to the Company's various communication channels both internal and external, including media and investor relations.
Serving as chairman of the Company's Leadership Team and Senior Leadership Team.

Messrs. McCabe and Turner each own a significant amount of Company Common Stock with Mr. McCabe beneficially owning 561,964 shares and Mr. Turner beneficially owning 422,509 shares, in each case as of February 28, 2020. Collectively, the Board of Directors and executive officers of the Company beneficially owned 2,263,792 shares of Common Stock as of February 28, 2020.

Although people actively employed by the Company provide the primary source of day to day leadership, their actions are still subject to the oversight of the independent Board members and its committees.  Pursuant to our Corporate Governance Guidelines, our independent directors are required to meet at least twice a year under the leadership of the Lead Director.  Additionally, the Executive Committee, two-thirds of the members of which currently consist of independent directors, meets at least twice per quarter while the Risk Committee, which is composed entirely of independent directors, meets on a quarterly basis.  Finally, over three-fourths of the Board is independent and given the independence of the members of the Audit Committee, Human Resources and Compensation Committee, Nominating and Corporate Governance Committee and Risk Committee, the Company believes that its leadership structure encourages a strong leadership platform with an appropriate amount of independent oversight.

Risk Oversight

The Board is responsible for providing oversight of the Company's risk management processes and in doing so seeks to achieve an appropriate balance between risk and return. In its oversight role of our risk management function, the Board, acting principally, but not exclusively, through a Risk Committee of the Board, which the Board established on March 1, 2017 and which is comprised solely of independent directors, focuses on the strategies, analyses and conclusions of management relating to identifying, understanding and managing risks so as to optimize total shareholder value, while balancing prudent business and safety and soundness considerations. The Risk Committee fulfills the overarching oversight role for the risk management process, including approving risk appetite and tolerance levels, risk policies and limits, monitoring key and emerging risks, and reviewing risk assessment results. The Board and members of senior management have identified the following major categories of risk: capital risk, liquidity risk, credit risk, strategic risk, reputational risk, operational risk (including IT, cyber and BSA/AML), compliance risk, financial reporting risk, HR employment practices risk and non-bank activities risk. We discuss our risk management approach in the Risk Management section of Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2019.

In carrying out its responsibilities, the Risk Committee works closely with the Company's Chief Risk Officer and other members of the Company's senior risk management team. The Risk Committee meets at least quarterly with the Chief Risk Officer and other members of management and receives a comprehensive report on risk management, including management's assessment of risk exposures (including risks related to liquidity, credit, operations and regulatory compliance, among others), and the processes in place to monitor and control such exposures. The Chief Risk Officer also reports to the Risk Committee on trends, direction of risks, actions taken by management within the risk categories and top risks and concerns. The Risk Committee periodically reports on risk management to the full Board. In addition, at least annually, the Chief Risk Officer makes a presentation on enterprise-wide risk management to the full Board.

The Chief Risk Officer chairs the Enterprise-wide Risk Management Committee (“ERMC”), which is composed of many of the Company’s senior executives, including the Company’s Chief Audit Executive who is responsible for the Company’s internal audit function, and subject matter experts. Under its charter, the ERMC meets on a regular basis throughout the year with members of management and associates involved in other key operational areas of the Bank and is responsible for providing oversight and evaluation of the Company's various areas of risk, monitoring of risk and the mitigation of risks.

In addition to the Risk Committee, the other committees of the Board consider the risks within their areas of responsibility. The Human Resources and Compensation Committee considers the risks that may be implicated by our executive compensation programs, and the Audit Committee takes into account risk assessment in its review of the Company's internal and external audit programs.  For a discussion of the Human Resources and Compensation Committee's review of the Company's senior executive officer compensation plans and employee compensation plans and the risks associated with these plans, see "EXECUTIVE COMPENSATION -Compensation Risk Management" of this proxy statement.





Pinnacle Financial Partners, Inc.          11



Code of Conduct

The Company has a Code of Conduct that applies to the Company's associates and directors.  The purpose of the Code of Conduct is, among other things, to provide written standards that are reasonably designed to deter wrongdoing and to promote honest and ethical conduct; full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and other public communications by the Company; compliance with applicable governmental laws, rules and regulations; prompt internal reporting of violations of the Code of Conduct; and accountability for adherence to the Code of Conduct.  Each director and associate is required to read and certify annually that he or she has read, understands and will comply with the Code of Conduct.

Under the Sarbanes-Oxley Act of 2002 and the SEC's related rules, the Company is required to disclose whether it has adopted a Code of Ethics that applies to the Company's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Company's Chief Executive Officer and senior financial officers are bound by the Company's Code of Conduct which contains provisions consistent with the SEC's description of a Code of Ethics.

A copy of the Company's Code of Conduct can be obtained by clicking on the "Governance Documents" link in the "Investor Relations" section of the Company's website at www.pnfp.com. The Company intends to disclose any amendments to, or waivers from, the Code of Conduct with respect to its directors and officers that are required to be disclosed in accordance with the rules and regulations of the SEC and the Nasdaq Stock Market.  If such disclosure is made on the Company's website it will be located in the "Investor Relations" section of the Company's website at www.pnfp.com.

Communications with Members of the Board

The Company's Board has established procedures for the Company's shareholders to communicate with members of the Board. Shareholders may communicate with any of the Company's directors, including the chairperson of any of the committees of the Board, by writing to a director c/o Pinnacle Financial Partners, Inc., 150 Third Avenue South, Suite 900, Nashville, Tennessee 37201.

Board Member Attendance at Annual Meeting

The Company encourages each member of the Board to attend the Meeting.  All of the Company's current directors who served on the Board at that time attended the 2019 Annual meeting of shareholders.

PROPOSAL #1:  ELECTION OF DIRECTORS

The Company's Bylaws provide that the Board shall consist of not less than five (5) nor more than twenty-five (25) directors. The terms for all of the Company's incumbent directors expire at the Meeting. Each of the Nominating and Corporate Governance Committee and the Board has determined that all eligible candidates, with the exception of M. Terry Turner, Robert A. McCabe, Jr., Richard D. Callicutt, II and Ronald L. Samuels, qualify as independent under the Nasdaq Listing Rules requiring that a majority of the Board meet required independence criteria.  Directors are elected until their respective successors are duly elected and qualified. Directors elected by the Board to fill board vacancies are required to stand for election by the shareholders at the next annual meeting following their election. The nomination of each of the nominees has been approved by the Nominating and Corporate Governance Committee.

Unless a proxy specifies otherwise, the persons named in the proxy will vote the shares covered thereby “FOR” each of the nominees as listed.  Each nominee has consented to be a candidate and to serve, if elected. While the Board has no reason to believe that any nominee will be unavailable or unwilling to serve, if such an event should occur, it is intended that shares represented by proxies will be voted for substitute nominee(s) as selected by the Board or, alternatively, the Board may vote to reduce the size of the Board.

All of the Company's directors also currently serve as directors of the Bank.

      

Pinnacle Financial Partners, Inc.          12



THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSED DIRECTOR NOMINEES.

Nominees for Election to the Board

The biographies of each of the nominees appearing below contain information regarding the person's service as a director, business experience, service currently or at any time during the last five years on the boards of other companies that are SEC registered public companies, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the person should serve as a director for the Company.

403278159_abboxleybw1.jpg          
Abney S. Boxley, III (61)Director since June 16, 2017
Since October 2018, Mr. Boxley has served as East Region President of Summit Materials, Inc., a SEC registered construction materials company. From 1988 to October 2018, Mr. Boxley served as president and chief executive officer of Boxley Materials Company, a construction materials producer. In these positions, Mr. Boxley has extensive financial management, governance, and strategic analysis experience and has been involved in numerous merger and acquisition activities. His recent experience includes service on two audit committees as well as board oversight in a broad range of business and cultural organizations. Mr. Boxley was a founding director of Valley Financial Corporation (“Valley”), a SEC registered public bank holding company, and Valley Bank, which BNC Bancorp (“BNC”) acquired in July 2015, and served as chairman of the Valley board and chairman of that board’s executive committee.

Mr. Boxley served as a director of BNC, a SEC registered public bank holding company from July 2015 until June 16, 2017, when the Company acquired BNC. Mr. Boxley has also served as a director of the following entities during the past five years: Boxley Materials Company, Graham-White Manufacturing, Carilion Clinic, Episcopal High School, Alexandria, VA, Virginia Foundation for the Arts and Sciences/Center in the Square, the Business Council, Roanoke Regional Partnership, the Roanoke Valley Development Foundation, the Virginia Western Community College Educational Foundation and Go Virginia Regional Council, none of which are SEC registered public companies. Since 1994, Mr. Boxley has served on the board of directors of RGC Resources, Inc., a SEC registered public natural gas company, where he serves on the audit committee and the compensation committee, and since March 2018 has served on the board of directors of Insteel Industries, Inc., a SEC registered public steel wire manufacturing company. He received his B.A. in Economics from Washington and Lee University and his M.B.A. from the University of Virginia.

Mr. Boxley’s deep understanding of mergers and acquisitions, business development, public company processes and institutional knowledge of the financial services sector make him a valuable member of the Board. As a Virginia native and resident, he also provides the Board with important knowledge of a principal geographic market for the Company.


Pinnacle Financial Partners, Inc.          13



403278159_charlesbrockbw1.jpg
Charles E. Brock (55)Director since September 1, 2015
Mr. Brock is the president of Brock Partnerships, LLC, which focuses on entrepreneurial and investment initiatives in his hometown of Chattanooga. From January 2013 until September 2018, Mr. Brock served as president and chief executive officer of Launch Tennessee, a state wide initiative to harness innovation, capital and the entrepreneurial spirit to make Tennessee the best place in the Southeast to start a business. From 2009 to 2012 he was the managing partner of and currently is the board chairman and director of FourBridges Capital Advisors, a middle-market investment bank based in Chattanooga, Tennessee that serves clients throughout the Southeast. Mr. Brock has also served as the executive entrepreneur of CoLab, whose mission is to support entrepreneurs in the southeast Tennessee region. Additionally, he is a founding partner of Chattanooga Renaissance Fund, Chattanooga's first angel capital group committed to helping fund and mentor startup companies in the region. In 1998, Mr. Brock helped start Foxmark Media, growing it into one of the nation's leading mall advertising companies, operating in more than 35 markets. As the company's CEO and largest shareholder, he structured three rounds of private financing before selling the company in 2006 to Australian based EYE Corp, one of the world's leading out-of-home media companies. Prior to starting Foxmark, Mr. Brock held marketing and sales positions with Brock Candy Company and its successor, Brach and Brock Confections. Mr. Brock was an organizer and director of CapitalMark Bank & Trust in Chattanooga, which the Company acquired in July 2015. He serves on the board of the Boys & Girls Club, Outreach Haiti and as endowment chair at Good Shepherd Church. Mr. Brock earned his bachelor's degree from the University of the South, where he is a former member of the Board of Trustees. He holds a Series 7 and Series 63 license, and is also a Series 24 Registered Securities Principal. He is a director of Dixie Group, Inc., an SEC-registered company that manufactures and sells carpets and rugs.

Mr. Brock's extensive and ongoing experience with emerging growth companies, entrepreneurs, and small and medium-sized private businesses in Tennessee and the Southeast provides the Board with exceptional insight and perspective for the Company's primary market of small to medium-sized business and financially successful individuals. As a Chattanooga native and resident, he also provides the Board with important knowledge of a principal geographic market for the Company.

403278159_rendaburkhart1.jpg
Renda J. Burkhart (65)Director since June 17, 2015
Ms. Burkhart is the founder and since 1982 has served as president of Burkhart & Company, P.C., a Knoxville-based certified public accounting firm that offers financial, accounting and tax consulting services to entrepreneurs and high net worth families. Ms. Burkhart also co-founded Concorde Technologies, Inc., which provided integration of information system technologies and software solutions in specialized commercial environments. She was that company's president through 1996. Before becoming an entrepreneur, Ms. Burkhart worked in the tax division of a large accounting firm. Ms. Burkhart has served on numerous boards of public and private foundations, non-profit organizations and closely held businesses. She currently serves on the board of University Health Systems a tertiary healthcare system serving a 22 country region. Ms. Burkhart is a Certified Public Accountant and member of the American Institute of CPAs. She earned her bachelor's degree from the University of Tennessee.

Ms. Burkhart provides the Board with valuable insight into the Knoxville business and individual markets, and her accounting experience and expertise provide strong support to the Executive, Risk and Trust Committees of the Board of the Company and the Bank. She remains an active member of the community and networks nationally among businesses serving high net worth families. Through her numerous community and professional activities, she has insight into financial markets including banking, investment management, trust and risk management.

Pinnacle Financial Partners, Inc.          14



403278159_gregburnsbw1.jpg
Gregory L. Burns (65)Director since June 17, 2001
Mr. Burns is President of Gregory Burns Consulting Group, LLC. Previously he was founder, president and chief executive officer of NeighborMD Management, LLC, a developer and operator of NeighborMD Urgent Care centers, which was started in 2010 and was acquired by Urgent Care Enterprises, a joint venture between Tri-Star Health and Care Spot Express Healthcare on April 12, 2013. Prior to his retirement on February 12, 2009, Mr. Burns served as chairman of the board and chief executive officer for O'Charley's Inc., then a SEC registered public restaurant company, headquartered in Nashville, Tennessee. Mr. Burns joined O'Charley's in 1983 as controller, and later held the positions of executive vice president, chief financial officer and president before becoming chief executive officer in February, 1994. Prior to joining O'Charley's, he served as chief financial officer for the Nashville Banner Publishing Company, a newspaper publisher, and a senior accountant for Price Waterhouse.

Mr. Burns currently serves on the Advisory Board of the University of Kentucky Gatton School of Business and the board of the Nashville Public Education Foundation where he was past chairman. His other civic activities have included serving as chair and board member of the Nashville Chapter of the American Cancer Society and the Nashville Sports Council, the board of The Dan and Margaret Maddox charitable fund, and as a board member of the Nashville Ballet, the Music City Bowl, the Vanderbilt Ingram Cancer Center, the Nashville Area Red Cross and the Nashville Symphony. Mr. Burns was also inducted into the University of Kentucky Gatton College of Business and Economics Alumni Hall of Fame in 2000.

Mr. Burns has extensive business experience having served as first the chief financial officer, and then the chief executive officer of O'Charleys Inc., which at that time was a SEC registered public restaurant company. He has a broad understanding of the financial, operational and strategic issues facing public companies and his accounting and financial expertise add to his qualifications. Mr. Burns has been designated as an "audit committee financial expert" by the Board.

403278159_rickcallicuttbw1.jpg
Richard D. Callicutt (61)Director since June 16, 2017
Mr. Callicutt serves as Chairman of the Carolinas and Virginia of the Company and the Bank. Prior to the Company’s acquisition of BNC, Mr. Callicutt served as the president and chief executive officer of BNC from June 2013 until June 16, 2017. He was employed by Bank of North Carolina, BNC’s banking subsidiary, from 1991 until June 16, 2017, serving as its president and chief executive officer from June 2013 to June 16, 2017, and BNC from its organization in 2002 until June 16, 2017. He also served as a director of BNC and Bank of North Carolina from 2003 until June 16, 2017. Mr. Callicutt currently serves on the Board of Trustees of High Point University, and as a Board member of the North Carolina Chamber of Commerce.

Mr. Callicutt earned a B.S. degree from High Point University. Mr. Callicutt has over 30 years of banking experience. The Board believes that Mr. Callicutt’s extensive executive experience and deep institutional knowledge of all operational aspects of BNC’s business prior to its merger with the Company make him a valuable addition to the Board.

Pinnacle Financial Partners, Inc.          15



403278159_martydickensbw1.jpg
Marty G. Dickens (73) Director since July 5, 2016
Mr. Dickens was President of BellSouth/AT&T TN from 1999 until his retirement in October 2007, having served at the company since June 1969. Mr. Dickens is chairman of the board of trustees of Belmont University, serves on the corporate board of Genesco, a specialty retailer that is a SEC registered public company, Lee Company, Smith Seckman and Reed, and Blue Cross/Blue Shield of Tennessee, and serves as chairman of the board of Harpeth Capital, an investment banking firm. Mr. Dickens serves on the Executive Committee and is the immediate past chairman of the YMCA of Middle Tennessee. Mr. Dickens served as a director of Avenue Financial Holdings, Inc. ("Avenue"), a SEC registered public bank holding company, from 2006 to July 1, 2016, when the Company acquired Avenue.

Mr. Dickens currently serves as chairman of the Music City Center Authority, which was responsible for the financing, construction and now the operation of the Nashville convention center. Mr. Dickens has also served as the past chairman of the Nashville Area Chamber of Commerce and the Nashville Convention and Visitors Bureau. In 2016, Mr. Dickens was inducted into the Junior Achievement Nashville Business Hall of Fame.

Mr. Dickens' leadership experience and extensive community contacts in the Nashville community, together with his experience as chief executive officer of a regulated utility company, make him a valuable member of the Board.

403278159_thomasfarnsworthbw1.jpg
Thomas C. Farnsworth, III (53)Director since September 1, 2015
Mr. Farnsworth has spent his entire business career at Farnsworth Investment Company and is president and owner of the firm. He was an integral part of the creation, financing and development of all Farnsworth-owned industrial parks and warehouse facilities in Memphis, Tennessee. In 2005, he oversaw the successful disposition of the entire Farnsworth real estate portfolio. Currently, Mr. Farnsworth is involved in the development of Harmony Reserve, an active retirement community in Vero Beach, FL. He earned a bachelor's degree in economics from Southern Methodist University. In addition to serving on the Board, Mr. Farnsworth serves on the board of the Memphis Zoo, Inc. and became its chairman in 2017, and serves on the board of directors of the Assisi Foundation of Memphis.

Mr. Farnsworth served as a director of Magna Bank from 2004 until its merger with Pinnacle Bank on September 1, 2015.

Mr. Farnsworth’s business experience provides valuable knowledge regarding commercial real estate activities and insight into the Memphis business market.


Pinnacle Financial Partners, Inc.          16



403278159_joegalantebw1.jpg
Joseph C. Galante (70) Director since July 5, 2016
Mr. Galante was chairman of Sony Music from January 1995, until his retirement in July 2010. He helped launch the careers of Alabama, Clint Black, Kenny Chesney, Sara Evans, Dave Matthews, Wu Tang Clan, SWV, The Judds, Lonestar, Martina McBride, K.T. Oslin, Kellie Pickler, Carrie Underwood, Keith Whitley, Chris Young and many more. His leadership bolstered the careers of such superstars as Brooks & Dunn, Alan Jackson, Miranda Lambert and Brad Paisley. Mr. Galante served as a director of Avenue from 2006 to July 1, 2016, when the Company acquired Avenue.

Mr. Galante serves on the boards of the Country Music Association, Artist Growth, Fishbowl Spirits and, since September 2018, Cumberland Pharmaceuticals Inc., a SEC registered public pharmaceutical company. He is currently a mentor in residence at the Entrepreneur Center in Nashville.

Mr. Galante's extensive experience and contacts in the music industry, and his involvement and support in the entrepreneurial development in the Nashville community, make him a valuable member of the Board.

403278159_glendabaskingloverbw1.jpg
Glenda Baskin Glover (67)Director since December 1, 2013
Dr. Glover is a certified public accountant and an attorney. She has served as president of Tennessee State University since January 2013. From 1994 to 2012, Dr. Glover was the Dean of the College of Business at Jackson State University in Jackson, Miss., where she led the College of Business throughout the accreditation process and spearheaded the implementation of the nation's first Ph.D. in Business at a historically black college and university.

Her other previous roles include serving as chairperson of the Department of Accounting at Howard University, chief financial officer of an engineering firm, tax manager at a major public utility company and accountant with a Big-Four CPA firm.

Dr. Glover has previously served as a corporate board member of three other SEC registered public corporations: Citigroup-Student Loan Corporation, American Learning Corporation and First Guaranty Bancshares. She served as either chair of the audit committee or as a financial expert on each board. In July 2018, Dr. Glover was appointed International President of Alpha Kappa Alpha Sorority, Incorporated.

She earned her bachelor's degree from Tennessee State University, an MBA from Clark Atlanta University and completed her doctorate in business at George Washington University. She later completed her law degree from Georgetown University.

Dr. Glover's experience as a director of other publicly held companies, including other financial institutions, her deep expertise on accounting and corporate governance matters, and her relationships with other leaders in the higher education and African American communities make her a valuable addition to the Board.


Pinnacle Financial Partners, Inc.          17



403278159_davidingrambw1.jpg
David B. Ingram (57)Director since July 5, 2016
Mr. Ingram has served as chairman of Ingram Entertainment Inc., the nation's largest distributor of DVDs and video games, since April 1996. From April 1996 through August 2012, Mr. Ingram served as chairman and president of Ingram Entertainment Inc. Mr. Ingram also served as chairman of DBI Beverage Inc., an operator of beverage distributorships in nine major markets in California, from February 2002, when he founded that company, to September 2019 upon the sale of the business. Mr. Ingram served as a director of Avenue from 2006 to July 1, 2016, when the Company acquired Avenue.

Prior to these roles, he served as assistant to the treasurer of Ingram Industries Inc. and as a development officer at Duke University. Mr. Ingram is currently chairman of the Montgomery Bell Academy Board of Trustees and chairman of the Vanderbilt Owen Graduate School of Management Board of Visitors, and president of The Golf Club of Tennessee.

We believe that Mr. Ingram's leadership experience and business contacts in the Nashville community make him a valuable member of the Board.

403278159_robmccabebw1.jpg
Robert A. McCabe, Jr. (69)Director since February 28, 2000
Mr. McCabe is one of the founders of the Company and an organizer of the Bank. Mr. McCabe serves as Chairman of the Board of the Company and the Bank, positions he has held since the formation of the Company and the Bank. He began his banking career with the former Park National Bank of Knoxville, Tennessee, as an officer trainee in 1976. From 1976 to 1984, Mr. McCabe held various positions with Park National Bank in Knoxville, including senior vice president, until the acquisition of Park National by First American National Bank in 1985. Mr. McCabe joined First American as an executive vice president of the retail bank of First American National Bank of Nashville, a position he held until 1987 when First American promoted him to president and chief operating officer of the First American Bank of Knoxville. In 1989, Mr. McCabe was given added responsibility by being named president and chief operating officer for First American's east Tennessee region. Mr. McCabe continued in that position until 1991, when First American selected him as president of First American's Corporate Banking division, and shortly thereafter, as president of its General Banking division. In 1994, First American appointed Mr. McCabe as a vice chairman of First American Corporation. In March 1999, Mr. McCabe was appointed by First American to manage all banking and non-banking operations, a position he held until First American's merger with AmSouth Bancorporation in October 1999.

Mr. McCabe also serves as a director and chairman of Nashville Electric Service, a municipal electric distribution company, and as a director of National Health Investors of Murfreesboro, Tennessee, a SEC registered public healthcare real estate investment company, and Diversicare of Nashville, a SEC registered public healthcare company. Mr. McCabe was also a director of Goldleaf Financial Solutions, Inc., a SEC registered public company that was a provider of financial products to community banks, from 2002 until its sale in 2009. He was also a director of SSC Services of Knoxville, Tennessee which was sold in 2010.



Pinnacle Financial Partners, Inc.          18



Mr. McCabe has been active in various civic organizations within his community, including Leadership Knoxville and Leadership Nashville. He is a member of the World President's Organization, Chief Executives Organization, served as the Chairman of the Board of Trustees of The Ensworth School and Cheekwood Botanical Gardens and Museum of Art. He is also a past chairman of the Middle Tennessee Boy Scout Council, The Nashville Symphony and the Nashville Downtown Partnership. Mr. McCabe is currently serving as chairman of the Nashville Area Chamber of Commerce.

Mr. McCabe's extensive banking and business development experience and his experience managing the day to day operations of the fee-based portion of the Company's business provide the Board with knowledge and insight into the Company's operations. Additionally, his active involvement with the Company since its inception provides the Board with invaluable institutional knowledge and a comprehensive understanding of the Company's mission.

403278159_ronsamuelsbw1.jpg
Ronald L. Samuels (73) Director since July 5, 2016
Mr. Samuels was one of the co-founders of Avenue in 2006 and served as its chief executive officer and as a director from 2006 until the Company acquired Avenue in July 2016.  He formerly served as Group President of Middle Tennessee at Regions Bank. He served as Vice Chairman of the Company and the Bank from July 2016 until his retirement in June 2019.

Mr. Samuels is well known as a community leader, with a long history of board service and leadership roles, including The Tennessee Bankers Association, Country Music Association Foundation, Leadership Nashville, Partnership 2010, Music City Center Coalition, Nashville Sports Council, Music City Bowl, and Nashville Predators Foundation. He also served as chairman of the Nashville Area Chamber of Commerce from 2008 to 2010.

Mr. Samuels' extensive experience in banking and his connections within the Nashville community make him a valuable member of the Board.

403278159_garyscottbw1.jpg
Gary L. Scott (74)Director since November 30, 2007
Prior to our acquisition of Mid-America Bancshares, Inc. ("Mid-America") on November 30, 2007, Mr. Scott served as chief executive officer and chairman of the board of Mid-America's subsidiary, PrimeTrust Bank, from 2001 and as chief executive officer and chairman of the board of Mid-America from 2006 until November 30, 2007. Mid-America was a SEC registered public company from September 2006 until the Company acquired Mid-America. From November 30, 2007 until his retirement on October 31, 2008, Mr. Scott served as Area Chairman for the Company's operations in Dickson and Cheatham counties. After graduating from Austin Peay State University, Mr. Scott began his banking career in 1971 eventually serving as chief executive officer and chairman of Cheatham State Bank and CSB Corporation until 1998. He served several terms on the board of the Tennessee Bankers Association and on the ABA's Community Bankers Council. He is a past president of the Cheatham County Chamber of Commerce and served as a director and treasurer of Leadership Middle Tennessee from 2001 to 2012. Presently, he is in his third term on the advisory board of the School of Business at Austin Peay State University. He has attended the Tennessee School of Banking at Vanderbilt University and the Graduate School of Banking of the South at Louisiana State University and has also received the Leader of Business Excellence award from the Tennessee Bankers Association.


Pinnacle Financial Partners, Inc.          19



Mr. Scott's extensive banking experience, including having served as the chief executive officer and chairman of Mid-America, brings to the Board valuable insight into the day to day operations of a financial institution and a deep understanding of the banking industry generally and of the Company's market area specifically. His familiarity with financial institution risk management and regulatory environments is also valuable to the Board.

403278159_reesesmithbw1.jpg
Reese L. Smith, III (72)Director from February 28, 2000 to February 12, 2010
Director since September 28, 2013
Mr. Smith is president of Haury & Smith Contractors, Inc., a real estate development and home building firm. He is a native Tennessean, and has operated this business in the Nashville area since his graduation from the University of Tennessee at Martin in 1970. From 1996 to 1999, Mr. Smith served as a board member of First Union National Bank of Nashville, and was a founder and director of Brentwood National Bank from its inception in 1991 to 1996. Additionally, Mr. Smith serves as senior life director of the National Association of Home Builders, and is a member of the Home Builders Association of Tennessee Hall of Fame. Mr. Smith also serves on the board of Battle Ground Academy, is a founder of Josiah's House in the Dominican Republic and serves on the Board of SCORE International. He is an international member of Grace Chapel in Leiper's Fork, Tennessee.

Mr. Smith's connection and long standing business relationship with many of the businesses and individuals in the Nashville market and past experience as a bank director, including his previous service as a director of the Company, enable him to provide valuable insights into key aspects of our commercial construction and real estate portfolios.

403278159_kenthompsonbw1.jpg
G. Kennedy Thompson (69)Director since June 16, 2017
Mr. Thompson served as a principal of Aquiline Capital Partners LLC, a New York based financial services private equity firm, from 2009 until April, 2019, when he retired. Mr. Thompson was president and chief executive officer of Wachovia Corporation ("Wachovia") from 1999 to 2008. He worked at Wachovia and First Union Corporation for 32 years. Mr. Thompson served in numerous industry leadership positions, including chairman of The Clearing House, chairman of The Financial Services Roundtable, chairman of the Financial Services Forum, and president of the International Monetary Conference. He served on the Federal Advisory Council of the Federal Reserve Board for three years and was president in 2007. In the past five years, he has served on the board of Hewlett-Packard, a SEC registered public technology company, and Carolinas Healthcare System. He is a trustee of The Morehead-Cain Foundation. Mr. Thompson currently serves on the boards of Lending Tree, Inc. and Insteel Industries, Inc., both of which are SEC registered public companies.

Mr. Thompson received a B.A. from the University of North Carolina at Chapel Hill and an M.B.A. from Wake Forest University. The Board believes that Mr. Thompson’s expertise in analyzing companies in the financial services industry and extensive knowledge of the Company’s industry and its competition and his involvement in community activities in his home state of North Carolina make him a valuable member of the Board.

Pinnacle Financial Partners, Inc.          20



403278159_terryturnerbw1.jpg
M. Terry Turner (65)Director since February 28, 2000
Mr. Turner was one of the founders of the Company and an organizer of the Bank. Mr. Turner is President and Chief Executive Officer of the Company and the Bank, positions he has held since the Company's and Bank's organization. Mr. Turner is a graduate of the Georgia Institute of Technology where he received his bachelor's degree in Industrial Management in 1976. Following his graduation, Mr. Turner worked for Arthur Andersen & Company as a consultant in Atlanta, Georgia, and joined one of his clients, Park National Bank, Knoxville, Tennessee in 1979 where he held various management positions. In 1985, Mr. Turner joined First American National Bank, Nashville, Tennessee, as a result of its acquisition of Park National Bank. Mr. Turner served from January 1994 until November 1998 as President of the General Bank of First American National Bank.  From November 1998 until October 1999, he served as President of the Investment Services Group of First American Corporation. Mr. Turner's banking career at First American in Nashville covered 14 years, and entailed executive level responsibilities for almost all aspects of its banking, trust, and investment operations.

During Mr. Turner's tenure in Nashville, he has served as chairman of the board of the Nashville Sports Council, chairman of the board of trustees for Brentwood Academy, advisory board chairman for the Salvation Army, vice chairman for the Southern Baptist Foundation, member of the board of trustees of Belmont University, member of the Federal Reserve Bank of Atlanta (Nashville branch), and a member of the board of governors of the Nashville Chamber of Commerce.  Mr. Turner is an active member of the Chief Executive’s Organization and the World President's Organization. He is also a member of numerous local clubs and organizations including Leadership Nashville.

Mr. Turner's extensive banking experience and his experience managing the day to day operations of the Company's business provide the Board with knowledge and insight into the Company's operations.  Additionally, his active involvement with the Company since its inception provides the Board with invaluable institutional knowledge and a comprehensive understanding of the Company's mission.

Meetings and Committees of the Board

During the fiscal year ended December 31, 2019, the Company's Board held ten meetings. The Company's governance guidelines require all incumbent directors to attend at least 75% of the total number of meetings of the Company's Board and committees of the Board on which he or she serves in the year prior to their election in order for the Nominating and Corporate Governance Committee to re-nominate them to their Board seat. All incumbent directors attended at least 75% of the total number of meetings of the Company's Board and committees of the Board on which he or she served during the time period when the director was a member of the Board in 2019.

In accordance with the Company's Corporate Governance Guidelines or the Bylaws, the Company's or the Bank’s Board has established the committees described below. As of March 1, 2020, the members of each committee are the same for the Company and the Bank and were as identified below:
Pinnacle Financial Partners, Inc.          21



Audit CommitteeCommunity Affairs CommitteeHuman Resources & Compensation CommitteeNominating & Corporate Governance CommitteeTrust CommitteeRisk CommitteeExecutive Committee
Abney S. Boxley, IIIŸŸ
Charles E. Brock(C)ŸŸŸ
Renda J. Burkhart(C)ŸŸ
Gregory L. Burns(C)ŸŸ
Richard D. Callicutt IIŸŸ
Marty G. Dickens(C)ŸŸ
Thomas C. Farnsworth, IIIŸŸ
Joseph Galante ŸŸ
Glenda Baskin GloverŸŸ
David B. IngramŸŸ
Robert A. McCabe, Jr. (C)
ŸŸŸ
Ronald L. SamuelsŸŸ
Gary L. ScottŸ(C)Ÿ
Reese L. Smith, III(C)ŸŸ
G. Kennedy ThompsonŸŸ
M. Terry Turner(C)
(C) Chairman

Mr. Sloan was not serving on any committees as of March 1, 2020 having ended such services as of February 29, 2020 in anticipation of his impending retirement from the Board following the Meeting.

EXECUTIVE COMMITTEE.  Under the Company's Bylaws, the Executive Committee may exercise all authority of the Board in the intervals between Board meetings, except for certain matters.  The Executive Committee’s responsibilities are set forth in a written charter that has been adopted by the Board, a copy of which is available by clicking on the “Governance Documents” link under the “Investor Relations” tab on the Company’s website at www.pnfp.com. The independent directors of the Executive Committee are responsible for recommending to the full Board the nominees for membership on the Company's Nominating and Corporate Governance Committee. The Executive Committee approves, or recommends to the Board for the Board's approval, all major policies and procedures pertaining to loan policy.  Additionally, the Executive Committee has overall responsibility for asset liability management strategy of the Company and the Bank.  The Executive Committee held twelve meetings in 2019.

RISK COMMITTEE.  The Risk Committee was formed for the purpose of assisting the Board in its general oversight of the Company's risk management processes and is responsible for an integrated effort to identify, assess and manage or mitigate material risks facing the Company, including credit, liquidity, strategic, operational, compliance, reputational, capital, cybersecurity and certain other risks. The Risk Committee’s responsibilities are set forth in a written charter that has been adopted by the Board, a copy of which is available by clicking on the “Governance Documents” link under the “Investor Relations” tab on the Company’s website at www.pnfp.com. The Risk Committee's primary functions include monitoring and reviewing the Company's enterprise-wide risk management processes, strategies, policies and practices to identify emerging risks, evaluate the adequacy of the Company's risk management functions and make recommendations to the Board as the Board seeks to effectively manage risks. The Risk Committee's charter provides that the committee shall consist of no fewer than three non-management members of the Board that meet any requirements established under the Dodd-Frank Act, as amended, and the rules of the Federal Reserve Board promulgated thereunder. All members of the Risk Committee satisfy this requirement and are also independent within the Nasdaq Listing Rules and the rules and regulations of the SEC. The Risk Committee held four meetings in 2019.



Pinnacle Financial Partners, Inc.          22



AUDIT COMMITTEE.  The Company has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.  The Audit Committee's responsibilities are set forth in a written charter that has been adopted by the Board, a copy of which is available by clicking on the "Governance Documents" link under the “Investor Relations” tab on the Company's website at www.pnfp.com. The Audit Committee's charter provides that the Audit Committee shall consist of at least three members, all of whom shall be "independent."  Members of the Audit Committee shall be considered independent so long as they meet the applicable requirements for independence set forth under the Nasdaq Listing Rules and as required by the rules and regulations of the SEC, including Rule 10A-3 promulgated under the Exchange Act.  All members of the Audit Committee are independent within the Nasdaq Listing Rules as well as Rule 10A-3 promulgated under the Exchange Act.  The Audit Committee charter also provides that the members of the Audit Committee shall be able to read and understand fundamental financial statements, including the Company's balance sheet, income statement and statement of cash flows.  The Company believes that the members of the Audit Committee meet these requirements. Additionally, the rules and the regulations of the SEC require the Company to disclose whether it has an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC.  The Company's Board has determined that Gregory L. Burns is an "audit committee financial expert" as that term is defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC and that he is "independent" as defined by the rules and regulations of the SEC.  The primary functions of the Audit Committee consist of:

Ensuring that the affairs of the Company are subject to effective internal and external independent audits and control procedures;

Approving the selection of external independent auditors annually;

Overseeing the Company's internal audit function, including reviewing and approving the Company's internal audit charter, budget and staffing levels, and the audit plan;

Reviewing all Forms 10-K and Forms 10-Q, prior to their filing with the SEC, and reviewing the corresponding Chief Executive Officer and Chief Financial Officer certifications of these reports; and

Preparing an audit committee report for inclusion in the Company's proxy statement disclosing that the Committee has discussed the annual audited financial statements with management and the Company's independent registered public accountants and, based on these discussions, recommended whether such financial statements should be included in the Company's annual report filed with the SEC.

Company management, internal and external auditors, independent loan reviewers, compliance consultants and the Company's outside counsel may attend each meeting or portions thereof as required by the Audit Committee. The Audit Committee held nine meetings in 2019.

COMMUNITY AFFAIRS COMMITTEE.  The Community Affairs Committee evaluates overall community relations including public affairs and advertising. The Community Affairs Committee’s responsibilities are set forth in a written charter that has been approved by the Board. The Community Affairs Committee establishes the Bank's community development program and assesses and works to ensure compliance with the Community Reinvestment Act, fair lending laws, and the Home Mortgage Disclosure Act. Additionally, this committee oversees the Bank's corporate contribution program. The Community Affairs Committee held four meetings in 2019.

HUMAN RESOURCES AND COMPENSATION COMMITTEE.  The Human Resources and Compensation Committee's responsibilities are set forth in a written charter which has been approved by the Board.  A copy of this charter is available by clicking on the "Governance Documents" link under the “Investor Relations” tab on the Company's website at www.pnfp.com.

The Human Resources and Compensation Committee's Charter provides that the Human Resources and Compensation Committee shall consist of at least three members, all of whom shall be "independent" under the Nasdaq Listing Rules and the rules and regulations of the SEC.  Members of the Human Resources and Compensation Committee shall be considered independent so long as they meet the applicable requirements for independence set forth under the Nasdaq Listing Rules and as required by the rules and regulations of the SEC.  All members of the Human Resources and Compensation Committee are independent in accordance with the Human Resources and Compensation Committee Charter.



Pinnacle Financial Partners, Inc.          23



The Human Resources and Compensation Committee establishes or approves certain policies and procedures related to the human resources function of the Company and the Bank including employee compensation, incentive programs, the Company's 401(k) plan and employee stock incentive plans.  Additionally, this committee evaluates and establishes the compensation of the Company's executive officers, including the Chief Executive Officer and Chief Financial Officer, the compensation for which is described in "EXECUTIVE COMPENSATION — Compensation Discussion and Analysis" included in this proxy statement. The Human Resources and Compensation Committee also reviews the compensation of the other members of the Company's Leadership Team as the Human Resources and Compensation Committee may determine, and recommends the compensation for the non-employee directors to the Board. The Human Resources and Compensation Committee receives recommendations from the Chief Executive Officer in connection with the determination concerning compensation for executive officers other than the Chief Executive Officer.  The Human Resources and Compensation Committee has engaged compensation consultants for assistance in carrying out its responsibilities.  The Human Resources and Compensation Committee also approves the Company's annual "Compensation Discussion and Analysis" included in this proxy statement.  The Human Resources and Compensation Committee held five meetings in 2019.

In carrying out its duties, the Human Resources and Compensation Committee considers many factors, including the ongoing performance of the Company, advice received from third party consultants and results of shareholder votes on "Say on Pay" and other similar votes.

In October 2018, the Human Resources and Compensation Committee selected McLagan Partners Inc. ("McLagan") as the Company's consultant for executive and director compensation matters for the fiscal year ended December 31, 2019. The McLagan consultant who performed these services reported directly to the Human Resources and Compensation Committee chair. The Human Resources and Compensation Committee has established procedures that it considers adequate to ensure that McLagan's advice to the Human Resources and Compensation Committee remains objective and is not influenced by the Company's management. These procedures include:

a direct reporting relationship of the McLagan consultant to the Human Resources and Compensation Committee;
provisions in the Human Resources and Compensation Committee's engagement letter with McLagan specifying the information, data, and recommendations that can and cannot be shared with management;
an annual update to the Human Resources and Compensation Committee on McLagan's financial relationship with the Company, including a summary of the work performed for the Human Resources and Compensation Committee during the preceding 12 months; and
written assurances from McLagan that, within the McLagan organization, the McLagan consultant who performs services for the Human Resources and Compensation Committee has a reporting relationship and compensation determined separately from any other McLagan line of business.

McLagan also assists the Human Resources and Compensation Committee in recommending compensation for the non-employee directors of the Board.

The agenda for meetings of the Human Resources and Compensation Committee is determined by its chairman with the assistance of the Company's Chief Executive Officer, Chief Financial Officer and Chief Human Resources Officer.  Human Resources and Compensation Committee meetings are regularly attended by the Chief Executive Officer, the Chief Financial Officer and the Chief Human Resources Officer. At certain meetings in 2019, the Human Resources and Compensation Committee met in executive sessions and the Company's Chief Executive Officer was not present when it deliberated and voted on the compensation of the Company's Chief Executive Officer. The Human Resources and Compensation Committee's Chairman reports the committee's decisions on executive compensation to the Board. Independent advisors and the Company's human resources department support the Human Resources and Compensation Committee in its duties and, along with the Chief Executive Officer, Chief Financial Officer and Chief Human Resources Officer may be delegated authority to fulfill certain administrative duties regarding the compensation programs. The Human Resources and Compensation Committee has authority under the Human Resources and Compensation Committee Charter to retain, approve fees for and terminate advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities. The Human Resources and Compensation Committee reviews, among other things, the total fees paid to advisors and outside compensation consultants by the Company, the nature of any other services provided by the advisors and compensation consultant, any business or personal relationships between the Company and the advisors and compensation consultant, and any stock of the Company owned by the advisors and consultant to ensure that the advisors and consultant maintain their objectivity and independence when rendering advice to the committee.




Pinnacle Financial Partners, Inc.          24



NOMINATING AND CORPORATE GOVERNANCE COMMITTEE:  The Nominating and Corporate Governance Committee's responsibilities are set forth in a written charter which has been approved by the Board. A copy of this charter is available by clicking on the "Governance Documents" link on the Company's website at www.pnfp.com.

The Nominating and Corporate Governance Committee's Charter provides that the Nominating and Corporate Governance Committee shall consist of at least three members, all of whom shall be "independent" within the meaning of the Nasdaq Listing Rules and the rules and regulations of the SEC. Members of the Nominating and Corporate Governance Committee shall be considered independent so long as they are not associates or employees of the Company, do not have any other relationship to the Company that, in the opinion of the Board, would interfere with the exercise of independent judgment and otherwise meet the applicable requirements for independence set forth under the Nasdaq Listing Rules.  All members of the Nominating and Corporate Governance Committee are independent in accordance with the Nominating and Corporate Governance Committee Charter.

The Nominating and Corporate Governance Committee is also responsible for recommending individuals to the Board for nomination to fill expired or otherwise vacant seats on the Board.  As discussed above, the Nominating and Corporate Governance Committee and the Board have established the Nominee Procedures the committee shall follow in evaluating director candidates, including candidates submitted by the Company's shareholders. The Nominating and Corporate Governance Committee recommends nominees to the Board for approval and election for inclusion in the proxy statement.  The Nominating and Corporate Governance Committee held four meetings in 2019.

TRUST COMMITTEE.  The Trust Committee oversees all fiduciary functions of Pinnacle Bank's trust department. The Trust Committee’s responsibilities are set forth in a written charter that has been approved by the Bank’s board of directors. The Trust Committee reviews the Bank's Trust policies and procedures annually and approves changes to the business model for the Trust Department.  The Trust Committee also approves the establishment of significant relationships with third-party providers.  The Trust Committee held four committee meetings in 2019.

Director Compensation

It is the role of the Human Resources and Compensation Committee, on behalf of the Board, to review and recommend to the Board the compensation of the Company’s non-employee directors. In performing this role, the Human Resources and Compensation Committee regularly meets with and receives reports and information (including peer data) from McLagan, its independent compensation consultant. The Board and the Human Resources and Compensation Committee believe that director compensation should attract and retain qualified directors and compensate them for the significant time commitment and substantial contributions they are expected to make in their capacities as directors and that the compensation should align the directors’ interests with the long-term interests of the Company’s shareholders. The compensation program for the Company’s non-employee directors is a combination of cash and equity and is assessed and reviewed relative to the peer group at least annually.

Directors of the Company who are employees of the Company and/or the Bank receive no additional compensation for being a director of the Company or the Bank or for serving on a committee of the Board. Additionally, directors do not receive separate compensation for serving on the Bank's Board.
In October 2018, the Human Resources and Compensation Committee reviewed a report prepared by McLagan comparing the Company’s anticipated average director compensation for 2018 assuming a similar number of meetings as were held in 2017 (excluding the chairman of the Board, the Board’s Lead Director and all directors that are also employees) to the average director compensation program for 2017 for each of the publicly-held financial institutions that formed the Company’s peer group used for purposes of analyzing the Company’s Named Executive Officers’ compensation for fiscal 2018, as discussed in the proxy statement for the annual meeting of the Company’s shareholders held in 2018. The information in this report reflected that the Company’s average director’s cash compensation was slightly above the 50th percentile of the peer group while the equity component of the average director’s compensation was near the 86th percentile of the peer group and total compensation was near the 75th percentile. In light of this report, the Human Resources and Compensation Committee recommended to the Board, and the Board at its January 2019 meeting approved, no changes to the non-employee directors’ compensation for 2019.



Pinnacle Financial Partners, Inc.          25



In October 2019, the Human Resources and Compensation Committee reviewed a similar report prepared by McLagan with respect to the Company’s directors’ average compensation for 2019 (applying the same methodology utilized in the October 2018 study) compared to the average director compensation program for 2018 for a peer group jointly selected by McLagan and the Human Resources and Compensation Committee in July 2019. The group consisted of 22 firms with median assets of $25 billion as of June 30, 2019. This report reflected that the Company’s average director’s total compensation was near the 65th percentile of the peer group with the cash component approximating the 37th percentile while the equity-based component was near the 89th percentile. After taking into account the information contained in this report, the Human Resources and Compensation Committee determined that it was appropriate to recommend to the Board the same compensation structure and amounts for the non-employee directors in 2020 as had been in place in 2019, including for the Company’s Lead Director. In 2018, and years prior to that, the Company did not provide additional compensation to the Lead Director for his service as such. After reviewing the October 2018 report prepared by McLagan, which reflected that 15 of the 16 peer companies with lead directors paid their lead directors additional compensation for serving in that capacity, the Human Resources and Compensation Committee approved, and recommended to the Board, an additional annual cash payment beginning in 2019 of $25,000 for the Lead Director in recognition of the additional responsibilities of the Lead Director. The amount of this additional fee was determined based on the Human Resources and Compensation Committee’s determination to target total compensation for the Lead Director near the 75th percentile of compensation paid to lead directors within the peer group. The Lead Director retainer for 2020 was unchanged from 2019.

In January 2020, acting upon the recommendation of the Human Resources and Compensation Committee, the Board approved the compensation amounts set out below for the Company’s non-employee directors for the period beginning March 1, 2020 and ending February 28, 2021. The following table outlines the director compensation schedules in effect during the twelve months ended February 29, 2020 and the expected director compensation for the twelve months ending February 28, 2021:
Retainer fees:
Restricted shares(1)
$75,000  
Cash(2)
30,000  
Lead Director Cash (2)
25,000  
Annual committee chair retainers(2):
Audit15,000  
Human Resources and Compensation 10,000  
Nominating and Corporate Governance10,000  
Risk 10,000  
Trust 6,250  
Community Affairs 6,250  
Per meeting attendance fees:
Board meeting1,750  
Committee meeting1,500  
(1)Restricted shares awarded on March 1st of each respective year with restrictions lapsing as of the end of February of the following year. The number of restricted shares issued is equal to the dollar amount reflected in the table divided by the closing price of the Company's common stock on the grant date.
(2)Cash fees and retainers are paid in quarterly installments.



Pinnacle Financial Partners, Inc.          26



The following table sets forth the compensation of the Company's current and former directors for services rendered for the period from March 1, 2019 through February 29, 2020:
NameFees Earned or Paid in Cash  
Stock Awards - Grant Date
Fair Value(3)
Total
Abney S. Boxley, III$51,000  $75,000  $126,000  
Charles E. Brock (4)
$82,750  $75,000  $157,750  
Renda J. Burkhart$76,750  $75,000  $151,750  
Gregory L. Burns$93,000  $75,000  $168,000  
Richard D. Callicutt II(1)
$—  $—  $—  
Marty G. Dickens$101,000  $75,000  $176,000  
Thomas C. Farnsworth, III$54,000  $75,000  $129,000  
Joseph Galante$60,000  $75,000  $135,000  
Glenda Baskin Glover$60,000  $75,000  $135,000  
David B. Ingram$60,000  $75,000  $135,000  
Robert A. McCabe, Jr.(1)
$—  $—  $—  
Ronald L. Samuels(2)
$17,000  $—  $17,000  
Gary L. Scott$80,500  $75,000  $155,500  
Thomas R. Sloan$60,000  $75,000  $135,000  
Reese L. Smith, III$82,000  $75,000  $157,000  
G. Kennedy Thompson$60,000  $75,000  $135,000  
M. Terry Turner(1)
$—  $—  $—  

(1)Messrs. Callicutt, McCabe, and Turner were employees of the Company and, thus did not receive any compensation for serving as a director in 2019.
(2)Mr. Samuels was an employee of the Company through June 30, 2019 and thus did not receive any compensation for serving as a director until July 1, 2019.
(3)All non-employee directors were awarded restricted share awards. The amounts in the column captioned "Stock Awards" reflects the grant date fair value.  For a description of the assumptions used by the Company in valuing these awards please see "Note 14.  Stock Options, Stock Appreciation Rights, and Restricted Shares" of the notes to the Company's consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on February 25, 2020. The restrictions on these shares lapsed on February 29, 2020 as the recipient satisfied the vesting conditions that required the director to attend at least 75% of their assigned Board and committee meetings between the respective grant date and vesting date of February 29, 2020.
(4)At February 28, 2020, Mr. Brock held options to acquire 9,587 shares of Common Stock (which options were originally granted by CapitalMark and converted to stock options to acquire Common Stock in connection with the Company’s acquisition of CapitalMark).
  

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSED DIRECTOR NOMINEES

* * * * *

PROPOSAL #2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Company's Board, as recommended and approved by the Audit Committee, is recommending to the shareholders the ratification of the appointment of the accounting firm of Crowe LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. The firm of Crowe LLP has served as the Company's auditors since February 29, 2016. A representative of the firm is expected to be present at the Meeting and will be given the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from shareholders. For a discussion of the fees paid Crowe LLP for the 2018 and 2019 fiscal years, see "Independent Registered Public Accounting Firm" below.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF CROWE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2020.

* * * * *

Pinnacle Financial Partners, Inc.          27



PROPOSAL #3: ADVISORY VOTE ON COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS

The Company believes that the compensation for the Named Executive Officers, as described in "EXECUTIVE COMPENSATION — Compensation Discussion and Analysis" below, is based on a pay-for-performance culture and is strongly aligned with the long-term interests of the Company's shareholders.  The Company believes that its culture focuses executives on prudent risk management and appropriately rewards them for performance.

The Company also believes that both the Company and its shareholders benefit from responsive corporate governance policies and consistent dialogue and that the extensive disclosure of compensation information provided in this proxy statement provides the Company's shareholders the information they need to make an informed decision as they weigh the pay of the Named Executive Officers in relation to the Company's performance.  In the proxy statement for the 2019 annual meeting of shareholders, a similar advisory vote was requested by the Company.  The results for last year's vote were as follows:
2019
Vote Count
Percent
For55,793,623  95.2 %
Against1,592,803  2.7 %
Abstain1,223,306  2.1 %
58,609,732  100.0 %

The 2020 "Say-on-Pay" proposal gives you as a shareholder another opportunity, on a non-binding, advisory basis, to endorse or not endorse the compensation the Company paid to the Named Executive Officers through the following resolution:

"RESOLVED, that the shareholders of Pinnacle Financial Partners, Inc. approve the compensation of the named executive officers of Pinnacle Financial Partners, Inc. set forth in the Summary Compensation Table of this proxy statement, as described in the Compensation Discussion and Analysis and the tabular disclosure regarding the compensation of such executive officers (together with the accompanying narrative disclosure) contained in this proxy statement."

Because your vote is advisory, it will not be binding upon the Board. However, the Human Resources and Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements for the Company's Named Executive Officers. The Board has adopted a policy of providing for an annual advisory vote from shareholders on executive compensation. The next such vote will occur at the 2021 annual meeting of shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THIS PROPOSAL.

* * * * *




Pinnacle Financial Partners, Inc.          28



INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table shows the name, age, term of service and position of each executive officer of the Company as of the date hereof:
NameAgeOfficer SincePosition with Company
M. Terry Turner65  2000President and Chief Executive
Robert A. McCabe, Jr.69  2000Chairman of the Board
Richard D. Callicutt, II60  2017Chairman of the Carolinas and Virginia
Hugh M. Queener64  2000Chief Administrative Officer
Harold R. Carpenter, Jr.60  2000Chief Financial Officer
Timothy H. Huestis59  2020Chief Credit Officer

M. Terry Turner has served as President and Chief Executive Officer of the Company since its organization.  Mr. Turner was employed by First American Corporation serving in various capacities from 1979 to 1999 including serving as President of the Retail Bank of First American National Bank and President of the Investment Services Group of First American Corporation.

Robert A. McCabe, Jr. has served as the Chairman of the Company since its organization and as Chairman of Tennessee since June 16, 2017. Mr. McCabe was employed by First American National Bank serving in various capacities from 1976 to 1999, including being appointed vice chairman of First American Corporation from 1994 to 1999.

Richard D. Callicutt, II, has served as Chairman of the Carolinas and Virginia since June 16, 2017. Prior to the Company's acquisition of BNC, Mr. Callicutt served as the president and chief executive officer of BNC. He was employed by Bank of North Carolina from 1991 until June 16, 2017 and BNC from its organization in 2002 until June 16, 2017.

Hugh M. Queener has served as the Executive Vice President and Chief Administrative Officer of the Company since its organization.  Mr. Queener was employed by AmSouth Bancorporation from 1999 to 2000 and First American Corporation from 1987 to 1999.  Prior to his employment at First American, Mr. Queener was employed with the Kirchman Corporation from 1986 to 1987 and served as senior vice president for client service, installations and software development and support.

Harold R. Carpenter has served as Executive Vice President and Chief Financial Officer of the Company since its organization.  Mr. Carpenter was employed by AmSouth Bancorporation from 1999 to 2000 and First American Corporation from 1994 to 1999.  Mr. Carpenter is a member of the American Institute of Certified Public Accountants, and was employed by the national accounting firm, KPMG LLP, from 1982 to 1994.

Timothy H. Huestis became the Chief Credit Officer of the Company on January 1, 2020. Mr. Huestis joined the Company in 2009 as a senior credit officer for the Company’s Middle Tennessee market, a position he held until 2017. From 2017 to 2019 he served as a senior credit officer for the Carolinas and Virginia region and led the integration of the credit administration of Bank of North Carolina after it merged into the Bank. Before coming to the Company, Mr. Huestis served as a regional credit officer for Synovus Bank, where he was responsible for credit oversight of locations in Tennessee and Georgia. Prior to joining Synovus, he was a commercial banker for more than 16 years with First American Bank in Nashville prior to transitioning into a senior credit officer position.



Pinnacle Financial Partners, Inc.          29



EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Program

General. The Human Resources and Compensation Committee of the Company's Board of Directors (the "Human Resources and Compensation Committee") seeks to ensure market competitive compensation for directors and the Company's executive officers, including those executive officers identified in the Summary Compensation Table on page 45 of this proxy statement ("Named Executive Officers" or "NEOs").  The Human Resources and Compensation Committee believes that executive compensation, in particular, should be primarily performance-based in order to sufficiently link executive pay with shareholder value creation over the long-term.  Since its inception, the Company has adhered to the belief that shareholder value is enhanced over the long-term based on consistent and sound growth in operating results. The Company aligns this belief with a compensation structure adhering to the following principles:

A simplified, market-based approach to setting compensation for not only the absolute level of NEO compensation but also for the setting of targets for performance-based incentives;
Asset quality thresholds must be met prior to any cash or equity award being paid or vested;
"Win together, lose together" incentive structure such that cash incentive compensation of all participants (including our NEOs) is based on achievement of corporate-wide results, rather than individual or business unit results, and is awarded based on performance in 2019 against select corporate financial metrics tied to asset quality, earnings per share growth and revenue growth goals; and
Equity compensation for our NEOs is 100% performance-based and earned over a multi-year performance and service period with performance metrics tied to achievement of a Return on Average Tangible Assets ("ROATA"), adjusted for certain items.

Compensation Philosophy. The Human Resources and Compensation Committee’s compensation philosophy, and the compensation program that the Human Resources and Compensation Committee has designed to implement its philosophy, is best characterized as one that pays our employees, including our Named Executive Officers, based on performance. In designing the compensation program, the Human Resources and Compensation Committee has historically sought to weigh the executives’ compensation more heavily toward performance-based compensation, including both short-term cash incentives and longer-term performance-based equity awards with multi-year performance targets. The Human Resources and Compensation Committee’s objectives with our compensation program have been to design a program that:
        
attracts and retains high-performing executives;
makes a significant portion of our executives’ compensation at-risk rather than guaranteed, with a significant percentage of our executives' compensation awarded in the form of equity-based awards to better align their pay with the interests of our shareholders;
motivates and rewards executives when both short-term and long-term performance goals are attained;
encourages revenue and earnings per share growth but not at the expense of maintaining excellent asset quality; and
discourages excessive risk taking by focusing on both short-term results and longer-term performance, coupled with payouts subject to soundness thresholds.

Emphasis on Performance-Based Compensation. Because we believe in aligning executive compensation with the Company's performance, significantly more than 50% of an NEO’s pay is typically provided in the form of at-risk, performance-based compensation. In addition, both the annual cash and long-term equity-based incentive plans have minimum threshold performance levels, which, if not achieved, result in no performance-based incentive compensation for the NEOs. The following charts show the mix of our CEO's 2019 target total compensation package compared to the average mix of total compensation package for CEOs in the peer group.
Pinnacle Financial Partners, Inc.          30



403278159_ceopaycomparison1.jpg
Source: McLagan, a business unit of Aon, plc

Approximately 76% of our CEO's total compensation at target was performance-based and fully at-risk, while about 52% was performance-based for peer CEOs, on average. When comparing the CEO's performance-based compensation as a percentage of total compensation to that of peer CEOs, the compensation structure at the Company is more heavily weighted
towards performance-based compensation and is fully at-risk as compared to peers.

Market Alignment of Goals. In 2018, with the assistance of McLagan, the Human Resources and Compensation Committee determined that a group of 23 publicly-held financial institutions from throughout the United States with total assets ranging from $13.0 billion to $35.0 billion (with one peer headquartered in Tennessee with total assets of approximately $40.5 billion) and a median asset size of $23.0 billion would form the Company's peer group for fiscal 2019. As part of the annual goal setting process for fiscal 2019, the Company considered the anticipated performance of the peer group based on analysts' estimates and required performance within certain performance metrics at levels the Human Resources and Compensation Committee believed would equal or exceed the top quartile of the peer group. In January 2019, the Human Resources and Compensation Committee reviewed an analysis of the Company's diluted EPS goal for 2019 compared to published analysts' EPS expectations for each of our peers in 2019. Based on budgeted 2019 diluted EPS growth excluding gains or losses on sales of securities, our budgeted 2019 diluted EPS growth for our annual incentive plan (AIP) excluding gains or losses on sales of securities placed us at the 5th highest of the 23 member peer group based on the anticipated results for 2019 of the peer group constituents. Taking into consideration this data, the Human Resources and Compensation Committee established the amounts of diluted EPS, and corresponding revenue needed to approximate such diluted EPS amounts, necessary to achieve payouts under the AIP for target and maximum performance.

Importance of Earnings Growth while Maintaining Profitability. For several years, asset quality thresholds have been used to determine whether participants are eligible for any award pursuant to the AIP. If the asset quality threshold is met, then diluted EPS has been used to determine 80% of the total AIP awards while revenues have been used to determine 20% of the AIP awards. Prior to the approval of the AIP for 2020, the allocation of 80% to an earnings metric and 20% to total revenues had not changed materially since the Company’s founding. Since 2015, the Company has used ROATA targets as the basis for performance-based vesting equity awards under the Company’s long-term equity-based incentive (LTI) plan, resulting in an equity program that is 100% performance-based for the NEOs. The continued use of both diluted EPS and ROATA in 2019 provides balance in the short-and long-term plans and maintains a strong link between performance and profitability which, collectively, the Company believes will drive continued shareholder value creation.



Pinnacle Financial Partners, Inc.          31



Win together, lose together. The Company believes that the NEOs and all other associates of the Bank, other than those compensated via a commissioned-based sales plan, should participate in the same annual cash incentive plan with the same Company-wide goals. The Company believes this creates a "win together, lose together" culture. Furthermore, all associates at the Company, including commission-based sales associates, receive an equity award annually. Equity awards for non-Leadership Team associates are time-vested. For the NEOs as well as each of the other members of the Company's Leadership Team, equity awards are 100% performance-vested. In order to keep a strong linkage with associates and because the Company believes that a unified commitment to increasing earnings per share drives shareholder value creation, the Human Resources and Compensation Committee utilized ROATA goals for the performance units granted in 2019 to NEOs and other Leadership Team members while using diluted EPS as the more heavily-weighted performance measure in the 2019 AIP for all associates.

Executive Compensation - 2019 Base Salary and Incentive Determination

Consistent with recent years, the Human Resources and Compensation Committee began the 2019 executive compensation setting process in the 4th quarter of 2018 and finalized the 2019 executive compensation in the first quarter of 2019. As a result, 2018 performance influenced the Human Resources and Compensation Committee in their executive compensation decisions for 2019. GAAP diluted EPS of $4.64 for 2018 was up 72% when compared to the $2.70 of GAAP diluted EPS the Company reported in 2017. When adjusted for merger-related expenses and gains and losses on sales of securities in both periods, the continued strong operating performance of the Company reflected in these results contributed to the Human Resources and Compensation Committee's belief that the compensation system did not require significant changes in 2019.

Base Salaries. Our NEOs’ base salaries increased 3% in 2019 as shown in the table below. Base salaries are designed to recognize and reward the skill, competency, experience and performance an executive brings to the position. Changes in base salary result primarily from comparison against peers, individual and Company performance, internal equity considerations, value to the organization, promotions and the executive's specific responsibilities compared to market. The Human Resources and Compensation Committee reviews salaries for our NEOs annually. These increases reflected the Human Resources and Compensation Committee’s desire to ensure competitive base pay amounts while factoring the considerations previously noted and were consistent with the increases to the base salaries of the Bank's associates generally.

2018 Base Salary2019 Base Salary% Increase
Turner$1,000,000  $1,030,000  3%  
McCabe$950,000  $978,000  3%  
Callicutt$661,500  $681,000  3%  
Queener$518,000  $534,000  3%  
Carpenter$518,000  $534,000  3%  

Annual Cash Incentive Plan (AIP). In 2019, the NEOs participated in the same AIP as all of the Bank's other associates that are not compensated on a commission-based system. Pursuant to the terms of the 2019 AIP adopted by the Human Resources and Compensation Committee potential bonus payouts were as follows:
Potential Cash Bonus Award as a % of Base Salary(1)
Threshold (minimum)TargetMaximum
Turner0%100%125%
McCabe0%100%125%
Callicutt0%75%  93.75%  
Queener0%75%93.75%
Carpenter0%75%93.75%
(1)For 2019, the potential cash bonus threshold, target and maximum awards expressed as a percentage of base salary were the same as 2018 for the NEOs.



Pinnacle Financial Partners, Inc.          32



When setting the percentage payout amounts for the NEOs in 2019 at target level performance, the Human Resources and Compensation Committee sought to pay amounts that, when combined with the NEOs’ base salary, would approximate the median level of cash compensation for comparably positioned senior officers within the peer group. Target awards for 2019 were contingent on the Bank achieving a classified assets ratio (the sum of the Bank’s nonperforming assets and potential problem loans divided by the sum of its Tier 1 Capital Ratio and allowance for loan losses) of less than 35% as of December 31, 2019. Should the classified asset ratio threshold be met, the potential cash bonus was based 80% on corporate diluted EPS growth and 20% on corporate revenue growth. In order for the target award payout to be achieved for 2019, year-over-year diluted EPS growth of approximately 7.6% would be required while maximum payout for EPS performance required an increase of approximately 9.3%, in each case excluding the expenses and losses excluded for 2018 and as described in more detail below. Additionally, and after applying the same adjustments as those applied to EPS that impact revenue in each period, year-over-year revenue growth of approximately 7.5% for target payout was required while revenue growth of approximately 11.4% was necessary for payouts at the maximum level.

For the year ended December 31, 2019, the Company achieved the classified asset ratio hurdle required by the 2019 AIP, and after application of adjustments for the matters described below deemed necessary by the Human Resources and Compensation Committee, the Human Resources and Compensation Committee concluded that the Company's results qualified for a payout at the 100% tier for diluted EPS (maximum award) and at the 20% tier for revenues (target award) for 2019 which resulted in the NEOs earning a payout of 120% of their AIP target level opportunity. For more information regarding the 2019 AIP see "2019 Performance Plan Goals and Results" below.

2019 Long Term Incentive (LTI) Equity Grant. For 2019, the equity incentive component of our NEOs' total compensation was 100% performance-based in the form of performance vested restricted stock units ("performance units"). Consistent with 2018, the Company utilized an award design based on ROATA and a performance period comprised of three consecutive annual performance periods. The grants in 2019 consisted of three equal tranches with settlement in shares of Common Stock, if earned, based on 2019, 2020 and 2021 ROATA performance metrics established at the time of grant, and a one-year service vesting period following each annual performance period, as well as the achievement of a soundness threshold tied to Pinnacle Bank’s NPA ratio as of December 31, 2023. Absent the NEO's death, disability, or a change of control of the Company, no shares of Common Stock are issued in settlement of the performance units until more than 5 years from grant.

The following provides a visual representation of the various performance periods, service periods and holding periods for the performance units issued in 2019:

403278159_image1.jpg


Pinnacle Financial Partners, Inc.          33



Performance Criteria

Each of the NEOs was a participant in the Company’s performance unit LTI program for 2019 and could earn the following aggregate amounts for the three-year performance period at threshold, target and maximum level payout:
3-Year Aggregate Award Eligibility by Performance Level
Threshold
Target(1)
Maximum(1)(2)
Value of Award (based on grant date fair value)
Turner—  $2,900,000$4,350,000
McCabe—  $2,755,000$4,133,000
Callicutt—  $1,325,000$1,987,750
Queener—  $770,000$1,155,000
Carpenter—  $805,000$1,207,500
Number of Performance Units
Turner—  53,17279,758
McCabe—  50,51475,780
Callicutt—  24,295  36,451  
Queener—  14,11921,178
Carpenter—  14,76022,149
(1)Values do not reflect the illiquidity discount used in calculating the grant date fair value of the units due to the fact that each tranche of the award is subject to a mandatory post-vest holding period.
(2)Amount reflected represents the amount payable should performance equal the highest level of ROATA for the applicable tier. Actual ROATA results within the defined range resulted in interpolation of the payout within each tier.

        In setting the targeted dollar value of the performance units awarded to each of the NEOs, the Human Resources and Compensation Committee used competitive market data from the total compensation study provided by McLagan and reviewed by the Human Resources and Compensation Committee. In addition, the Human Resources and Compensation Committee considered the level of Company performance required to earn the awards, individual performance, potential future contributions to the Company's business, internal equity and, in certain cases, management's recommendations.

In connection with the grant of the performance units in the first quarter of 2019, the Human Resources and Compensation Committee established ROATA performance targets for each of the years in the three-year future performance period. The ROATA performance targets required for 2019, 2020 and 2021 were established to correlate with our goal to achieve annual increases in operating earnings and diluted EPS and were set at the same levels utilized in setting the ROATA targets for the performance unit awards granted in the first quarter of 2018. The Human Resources and Compensation Committee established the performance targets for each of the three performance periods based on the Company's 2019 financial plan (budget) which was approved by the Board of Directors in January 2019.

2019 Performance Plan Goals and Results

2019 Annual Cash Incentive Plan. The table below shows the goals used for the 2019 AIP along with the Company’s 2019 results, as adjusted, when measured against these targets. The payment of any awards under the 2019 AIP was conditioned on the Bank's classified asset ratio being less than 35% as of December 31, 2019. For the 2019 AIP, meaningful growth in diluted EPS and revenue was required for payment of cash incentives at or above target payouts. Awards are not interpolated for performance within the threshold, target, and the maximum levels.
Classified Asset RatioFD EPSFD EPS award payout as
percent of target
Total Revenues (millions)Total Revenues award payout as percent of target
Threshold< 35%<$4.740%< $9340%
- Tier 2>$4.74 to $4.9225%>$934.0 to $972.010%
- Tier 3>$4.92 to $5.1060%>$972.0 to $1,010.015%
Target>$5.10 to $5.1880%  >$1,010.0 to $1,047.020%
Max level target>$5.18100%>$1,047.025%
2019 Results (1)
12.4%  $5.366  100%  $1,037.45  20%  
2018 Results (1)
12.4%  $4.74  80%  $939.5  20%  

Pinnacle Financial Partners, Inc.          34



(1) The Human Resources and Compensation Committee determined that the Company's GAAP results for the years ended December 31, 2019 and 2018 were impacted by many significant events that were not considered indicative of the core operating performance of the Company or were not directly linked to the performance of the participant group as a whole and thus should be excluded from the determination of the achievement of the performance targets for the AIP.  These adjustments were approved by the Human Resources and Compensation Committee and were consistent with the terms of the AIP.  No adjustments were made to the classified assets ratio. A summary of the adjustments to diluted EPS and total revenues for 2019 and 2018
 are detailed below:
Diluted Earnings Per Share  Total Revenues (millions) 
Company 2019 GAAP results, as reported$5.22  $1,029.97  
Adjustments to reported amounts (after-tax impact on diluted EPS) (a):
Sale of non-prime automobile portfolio$0.02  
     Loss on sale of investment securities$0.06  $7.48  
OREO and branch consolidation impairment charges$0.06  $—  
Company 2019 results, after adjustments utilized for determining AIP payouts$5.36  $1,037.45  

Diluted Earnings Per Share  Total Revenues (millions) 
Company 2018 GAAP results, as reported$4.64  $937.20  
Adjustments to reported amounts (after-tax impact on diluted EPS) (a):
     Loss on sale of investment securities$0.08  $2.25  
     Merger-related expenses$0.02  $—  
Company 2018 results, after adjustments utilized for determining AIP payouts$4.74  $939.45  

(a)Adjustments are reflective of the blended statutory Federal and state tax rates of 26.14% for both 2018 and 2019.

The Company’s GAAP diluted EPS of $5.22 in 2019 was up nearly 12.5% when compared to $4.64 of GAAP diluted EPS reported by the Company in 2018. For 2019, the Company reported revenue on a GAAP basis of $1.03 billion, up nearly 10% over the prior year’s GAAP revenue. After adjustments to (i) our 2019 GAAP results for a loss on the sale of our non-prime automobile portfolio as we exited the business in 2019, losses on the sale of investment securities incurred to reposition our balance sheet in an effort to protect against a potential flattening of the yield curve and OREO and branch consolidation impairment charges and (ii) our 2018 GAAP results for merger-related expenses and losses on the sale of investment securities, revenue growth in 2019 was 10.4% at $1.04 billion, annual diluted EPS growth in 2019 was approximately 13.1% at $5.36 per diluted share, and the classified asset ratio in 2019 was 12.4% (better than the soundness threshold of 35% required by the 2019 AIP).

Based on these results, on January 21, 2020, the Human Resources and Compensation Committee approved a payout of 120% of the target level payout to each of the NEOs. As a result, the NEOs received the following payments pursuant to the 2019 AIP compared to the payments that could have been earned at target and maximum performance:
Target Level PayoutMaximum Level Payout
Actual Payout
Turner$1,000,000  $1,250,000  $1,235,000  
McCabe950,000  1,187,500  1,173,200  
Callicutt496,125  620,156  536,559  
Queener388,500  485,625  478,186  
Carpenter388,500  485,625  479,186  



Pinnacle Financial Partners, Inc.          35



2019 Long Term Incentive Plan (LTI) Awards. In order to calculate the number of performance units to be granted to the Company's NEOs, the dollar amount of targeted equity compensation was divided by the closing price of the Company's Common Stock on January 17, 2019, which was two days following the public release of the Company's 2018 financial results. Historically, the Human Resources and Compensation Committee has elected to defer the grant date for NEO equity compensation until two days after the Company had released its previous year's results as it believes that the market price of the Common Stock on that date better reflects all current material information.

The target number of performance units was granted at the beginning of the performance period. The actual number of performance units that can be earned and settled in shares of Common Stock is based upon ROATA performance for fiscal December 31, 2019, 2020, and 2021, respectively. Settlement is also conditioned upon the NEO remaining employed for one year following the end of the applicable performance period and the Bank achieving a specified NPA ratio as of December 31, 2023. The tables below show the 2019 goals used for the performance units awarded to the NEOs under the 2019 LTI plan along with the Company’s GAAP and adjusted 2019 results. The first tranche of performance units for the 2019 LTI award required achievement of a high level of ROATA and a one-year post-performance service period. Awards are interpolated for performance within and between the threshold and target levels and target and maximum levels. The following table details the various ROATA performance metrics and associated levels of payout for the portion of the 2019 LTI plan tied to 2019 performance. For the 2020 and 2021 performance periods associated with the 2019 LTI plan awards, the ROATA targets that have been established are consistent with the range of Return on Average Assets targets we have previously disclosed as our long-term strategic target, after adjusting for the impact of goodwill and other intangibles.
PerformanceReturn on Average Tangible Assets
Award as % of Target
Threshold1.40%  0%
Target1.60%  100%
Maximum1.65%  150%
Adjusted Results (1)
1.68%  150%  

(1) In reviewing the Company’s performance for 2019 against the performance metrics established at the time the 2019 LTI plan awards were granted, the Human Resources and Compensation Committee determined to adjust the Company’s actual GAAP ROATA results to exclude the after-tax impact of the above noted loss related to the sale of our non-prime automobile portfolio, the after-tax loss on the sale of investment securities and the after-tax loss related to OREO and branch consolidation impairment charges the Company recognized in 2019. These adjustments resulted in a 0.16% increase to the Company's actual GAAP ROATA of 1.52% for an adjusted total of 1.68%. A summary of the adjustments is noted in footnote 1 to the table on page 35.

        For the tranche of performance units tied to 2019 ROATA (which represents 33% of the total award granted in the first quarter of 2019), the Company achieved maximum performance (after adjustments made to the Company’s GAAP results to exclude the after-tax impact of the above noted losses related to the sale of our non-prime automobile portfolio, losses on the sale of investment securities and OREO and branch consolidation impairment charges, resulting in 100% of the maximum number of performance units tied to 2019 performance being eligible to be earned by the NEOs if the required service period and NPA ratio are each achieved.

        The Company's repurchase of 1.1 million shares of its Common Stock in the year ended December 31, 2019 pursuant to its publicly announced share repurchase programs had no material impact on the Company's ROATA in 2019 for purposes of determining what percentage of the performance units were earned based on 2019 performance.

        ROATA goals for the fiscal years ending December 31, 2020 and December 31, 2021 will determine the remaining performance units that may be earned under the 2019 LTI award.



Pinnacle Financial Partners, Inc.          36



Except in the event of the NEO's death, disability or retirement after achieving age 65, for all restrictions to fully lapse on these awards, the NEO must remain employed by the Company during the one-year performance period and an additional one-year service vesting period, and Pinnacle Bank's NPA ratio at December 31, 2023 must be lower than the level set by the Human Resources and Compensation Committee at the time of grant. In the event that the NEO’s employment terminates by reason of retirement after achieving age 65, the NEO will be entitled to receive the number of performance units that would have been earned by the NEO for the performance period in which the retirement occurred based on a pro-rata calculation of the number of days worked during the performance period, plus any other performance units earned by the NEO for a completed performance period (even if the associated service period had not yet been achieved), with such performance units settling into shares of common stock following the calculation, and subject to the achievement, of the targeted NPA Ratio as of December 31, 2023.

The Company accrues cash dividends that otherwise would be paid on the shares of Common Stock underlying these performance units, but the accrued, unpaid dividends are held in escrow and not paid to the NEO unless the underlying performance units are earned and shares of Common Stock are issued to the NEO in settlement of such units.

Set forth below is a summary of the performance units that each of our NEOs could earn based on 2019 ROATA pursuant to the performance unit awards granted in 2019 at target and maximum levels of performance and the number of units actually earned based on the Company’s 2019 ROATA, as adjusted for the matters described elsewhere in this Compensation Discussion and Analysis:
Target Level Performance UnitsMaximum Level
Performance Units
Actual Performance Units Earned(1)
Turner17,724  26,586  26,586  
McCabe16,838  25,260  25,260  
Callicutt8,098  12,150  12,150  
Queener4,706  7,059  7,059  
Carpenter 4,920  7,383  7,383  
(1)For the Named Executive Officer to receive shares of the Company’s Common Stock in settlement of these units, the individual must remain employed with the Company through December 31, 2020 and the Company’s NPA ratio as of December 31, 2023 must not exceed the level established by the Human Resources and Compensation Committee at the time of grant of these awards.

2019 Results Associated with previous LTI Awards. The Company's results for 2019 impacted performance unit awards granted to the NEOs (other than Mr. Callicutt) in previous periods with performance metrics tied to the Company’s performance in 2019, as follows:

January 2018 and 2017 - In January 2018 and 2017, the NEOs (other than Mr. Callicutt) were granted performance units to be settled in shares of Common Stock based on the Company's ROATA in three consecutive years beginning with the year the award was granted. After reviewing the Company's reported 2019 results as well as the 2019 performance targets established at the time of grants in January 2018 and 2017, respectively, the Human Resources and Compensation Committee determined that the Company's GAAP ROATA of 1.52%, or 1.45%, as adjusted for the after-tax impact of the loss related to the sale of our non-prime automobile portfolio, losses on the sale of investment securities and OREO and branch consolidation impairment charges, and in the case of the 2017 award the impact of the Tax Cuts and Jobs Act, achieved 87.8% of the maximum level of performance related to the 2018 grants and the maximum level of performance related to the 2017 grants. Because of this, 87.8% of the maximum number of units were earned for the 33% portion of the 2018 LTI awards tied to 2019 ROATA performance and the maximum number of units were earned for the 33% portion of the 2017 LTI awards tied to 2019 ROATA performance, in each case, as adjusted. These performance units will be settled with the issuance of a like number of shares of Common Stock if the recipient remains employed by the Company through December 31, 2020 and Pinnacle Bank's NPA ratio is not more than the target established by the Human Resources and Compensation Committee at the time of grant as of December 31, 2021 (for the 2018 award) and December 31, 2020 (for the 2017 award).

January 2016 Grants - In January 2016, the NEOs (other than Mr. Callicutt) were granted performance units to be settled in shares of Common Stock based on the Company's ROATA performance in three consecutive years beginning with the year the award was granted. These performance units earned with respect to this award will be settled with shares of Common Stock that will be released to the NEOs provided Pinnacle Bank’s NPA ratio at
Pinnacle Financial Partners, Inc.          37



December 31, 2020 is not greater than the target established by the Human Resources and Compensation Committee when these awards were granted. The Company's 2019 results had no impact on these performance units.

January 2015 Grants - In January 2015, the NEOs (other than Mr. Callicutt) were granted performance units to be settled in restricted shares of Common Stock based on fully diluted EPS performance in 2015, 2016, and 2017. These performance units earned with respect to this award have been settled in shares of Common Stock that were released to the NEOs in February 2020 as Pinnacle Bank’s NPA ratio at December 31, 2019 was not greater than the 3.0% target established when these awards were granted.

Prior to 2013 Grants - In years prior to 2013, there were other grants of restricted shares to the NEOs (other than Mr. Callicutt) that had time-based vesting or time-based vesting with a performance criteria that the Company earn more than $1 in net income in each applicable accounting period. After reviewing the Company's reported 2019 results as well as the 2019 performance targets established at the time of these grants, the Human Resources and Compensation Committee determined that the Company achieved the required target. Thus, the restrictions on these shares have lapsed and have been awarded to the NEOs.

        When evaluating the Company’s performance in 2019 in relation to the ROATA performance metrics established for the 2019 tranche of performance units granted in years prior to 2019, the Human Resources and Compensation Committee adjusted the Company’s GAAP results to add back the after-tax impact of the above noted loss related to the sale of our non-prime automobile portfolio, losses on the sale of investment securities, OREO and branch consolidation impairment charges. Moreover, and in light of the fact that the ROATA targets for awards granted in 2017 had been established prior to the enactment of the Tax Cuts and Jobs Act, the Human Resources and Compensation Committee also adjusted the Company’s GAAP results in 2019 to eliminate both the positive and negative impacts on the Company’s ROATA of the changes in tax laws resulting from the Tax Cuts and Jobs Acts. Applying these adjustments, the Company’s GAAP ROATA of 1.68% for 2019 was reduced to 1.45%.

Peer Group. The Human Resources and Compensation Committee retained McLagan, which is a part of the Rewards Solutions practice at Aon plc, to provide executive compensation consulting services. McLagan assisted the Human Resources and Compensation Committee in establishing the 2019 peer group which consists of banks or their holding companies with total assets of between $12.3 billion and $31.7 billion as of March 31, 2018 and with a loan portfolio having a commercial lending focus. One exception to the total asset criteria was to also include First Horizon National Corp., a bank headquartered in Tennessee, in the peer group although total assets were $40.5 million. The peer group for 2019 was as follows:

BancorpSouth Bank*Tupelo, MSSouth State CorporationColumbia, SC
Bank of the Ozarks*Little Rock, ARSterling Bancorp*Montebello, NY
Chemical Financial CorpDetroit, MISynovous Financial Corp.*Columbus, GA
F.N.B Corp.*Pittsburg, PATCF Financial Corp.*Wayzata, MN
First Horizon National Corp.*Memphis, TNTexas Capital Bancshares, Inc.Dallas, TX
Fulton Financial Corp.*Lancaster, PAUMB Financial Corp.*Kansas City, MO
Hancock Whitney Corp.*Gulfport, MSUmpqua Holdings Corp.*Portland, OR
IberiaBank Corp.*Lafayette, LAUnited Bankshares Inc.*Charleston, WV
Old National BancorpEvansville, INUnited Community Banks Inc.Blairsville, GA
PacWest Bancorp*Beverly Hills, CAWestern Alliance Bancorp*Phoenix, AZ
Properity Bancshares, Inc.*Houston, TXWintrust Financial Corp.*Rosemont, IL
Simmons First National Corp.Pine Bluff, AR
(*) Member of both the 2019 and 2018 peer groups

        The Human Resources and Compensation Committee does, as a matter of practice, compare the Company's actual results on a GAAP basis and as adjusted for certain items to the as reported GAAP results of the companies in the peer group in order to validate its compensation philosophy in setting compensation for future periods and the continued emphasis on period-to-period earnings growth, ROATA and other profitability metrics.
        
The Human Resources and Compensation Committee reviewed various performance measures at the time the peer group was selected and noted that the Company’s performance was in or near the top quartile across a variety of profitability metrics, including ROATA.

Pinnacle Financial Partners, Inc.          38



The Human Resources and Compensation Committee believed that the Company's overall performance in 2019 was excellent. The Company generated ROATA of 1.68% and year-over-year diluted earnings per share growth of 13.1%, in each case as adjusted to eliminate the effects of the after-tax impact of the loss related to the sale of our non-prime automobile portfolio in 2019, losses on the sale of investment securities and OREO and branch consolidation impairment charges that the Company recognized in 2019 that are described above and merger-related expenses and losses on the sale of investment securities that the Company recognized in 2018. These, and other, profitability metrics placed the Company's performance within or near the top quartile for its peers for 2019. The Human Resources and Compensation Company continues to believe that targeting top quartile performance for key profitability metrics like ROATA and earnings per share growth in the goal setting process for the NEOs' compensation will lead to exceptional underlying performance in the Company's business and that, over the long term, the Company's stock price performance should be positively impacted should the Company be able to achieve those results. Consequently, the Human Resources and Compensation Committee did not believe that any material modification to the Company's compensation philosophy was warranted at this time.

2019 Say-on-Pay Result

The Company held its advisory say-on-pay vote at the 2019 annual shareholder meeting. Shareholders approved the compensation of executives, with 95.2% of shareholder votes cast voting in favor of the say-on-pay proposal compared to 95.7% which were cast in favor at the 2018 annual meeting. The Human Resources and Compensation Committee viewed these results as evidence that shareholders continue to support the Company's executive compensation policies and practices.

2020 Executive Compensation

The Human Resources and Compensation Committee began the 2020 executive compensation setting process in 2019 and then finalized 2020 executive compensation for the NEOs in January 2020. As a result, 2019 results, as well as the anticipated 2020 earnings growth, revenue growth and profitability targets for 2020 influenced the Human Resources and Compensation Committee in their executive compensation decisions for 2020. The 2020 executive compensation structure is largely unchanged - the NEOs received a base salary increase of 3%. The LTI designs are very similar to 2019. The 2020 AIP Plan differs from the 2019 AIP Plan in that the revenue component included in the 2019 AIP Plan has been replaced with a component tied to lower cost deposit goals for 2020. The shift in AIP Plan structure is intended to increase the focus on current objectives to reduce dependency on wholesale funds, promote a sounder balance sheet and improve net interest margin. The deposit targets include both rate and volume considerations and will be evaluated and approved by the Human Resources and Compensation Committee quarterly. The deposit component makes up 20% of the 2020 AIP, with diluted EPS accounting for the other 80%.

Compensation Philosophy

As noted above, the Company has adhered to the belief that shareholder value is primarily built by consistent and sound growth in operating results that exceed those of peer firms. As a result, the Human Resources and Compensation Committee's compensation philosophy incorporates several factors in adherence to this belief, as follows:

Market-based approach to compensation:
The Human Resources and Compensation Committee uses competitive compensation data from the annual compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Human Resources and Compensation Committee uses multiple reference points when establishing targeted compensation levels, with an overall goal of aligning pay and performance.

        The Human Resources and Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, business needs, and individual skill sets.

Unlike some firms that may benchmark compensation below, at, or above the 50th percentile, the Company aligns
        performance and total compensation and expects to pay below the 50th percentile when performance is below the 50th
        percentile and above the 50th percentile when performance is above the 50th percentile. It is important to note that the
        compensation values disclosed in the Summary Compensation Table do not fully reflect this, given the table
        shows expected outcomes for equity-based grants. Under the Company’s pay-for-performance philosophy, in 2019
        goals were established that were expected to position the Company near the top quartile in terms of revenue and
        earnings per share growth should performance targets be achieved. The pay-for-performance philosophy results in reduced compensation for performance below the Human Resources and Compensation Committee's expectations and
        enhanced compensation for performance that exceeds expectations.

Pinnacle Financial Partners, Inc.          39



Win together, lose together:
All associates of the Bank participate in the LTI plan and, with the exception of commission-based associates, all of the Bank's associates participate in the AIP. The performance targets for cash incentives are identical for all participating associates to those for NEOs and other Leadership Team members.

        Since the Company’s founding, the Human Resources and Compensation Committee has typically established a cash incentive plan such that all eligible associates are eligible to receive up to 125% of their targeted award annually. Over the years, the actual payments have ranged from 0% to 125% of the targeted award. For 2019, the Human Resources and Compensation Committee awarded 120% of the targeted award for associates, including NEOs, whose performance met or exceeded expectations. Additionally, all associates of the firm are granted equity awards at the commencement of their employment and on an annual basis thereafter. Restricted shares are time-vested for associates other than NEOs and other members of the Company's Leadership Team who are granted and are ultimately eligible to receive performance-based equity compensation.

The Company also administers a 401(k) plan for all associates with market-based matching provisions. The Company does not offer any other retirement vehicle (i.e., defined benefit or deferred compensation plans) for its NEOs, leadership or associates in addition to the 401(k) plan.

Simplified NEO compensation structure, with incentives linked to corporate results:
NEO compensation is primarily composed of base pay, an annual cash incentive and long-term performance-based equity incentives.
Wealth creation by an NEO should be directly linked to the performance of the Company's Common Stock. As a result, other than in the case of arrangements inherited in connection with acquisitions, NEO compensation does not include a deferred compensation plan or other plan linked to the performance of other types of securities.
Perquisites should comprise a modest component of the executive's compensation.
The Human Resources and Compensation Committee also utilizes multiple performance metrics, a mix of short-term and long-term incentives and limits the maximum amount of incentive an NEO may receive in order to reduce the risk that an NEO would execute strategies, tactics or transactions that may be outside the overall risk tolerance of the firm.

Cash incentives focus on annual earnings per share and revenue targets:
Annual cash incentive is the preferred form of incentive when considering shorter-term financial objectives of a year or less.
Shareholders are rewarded as earnings per share increase with organic growth being the preferred method for achievement of increased annual earnings.
Thus, the Company's annual financial plan (budget) has historically been the foundation for the Company's annual cash incentive plan.

In 2019, and in essentially every year prior to 2019, the Company's annual incentive plan was based primarily on the establishment of earnings per share and revenue growth targets which the Human Resources and Compensation Committee believed would ultimately result in the Company maintaining its position as a high-performing bank within its peer group. As discussed below, the revenue growth target has been replaced by deposit targets in the 2020 AIP. The Human Resources and Compensation Committee considers published analyst expectations for the members of the peer group in determining the earnings per share performance target (and for 2019 and prior periods, the revenue performance target.) The expectations for performance of the peers are a critical component in setting the Company's annual financial goals. Additionally, the Human Resources and Compensation Committee has the flexibility to exclude peers from consideration if it is apparent that the peer's anticipated results, although reasonable in any given period, may produce an unusual growth rate due to underperformance or operating losses in a previous period or a merger or acquisition in the current period.

The 2020 AIP Plan differs from the 2019 AIP Plan in that the revenue component of the plan has been replaced with a component tied to growth of lower cost deposits. The shift in AIP Plan structure is intended to increase the focus on current objectives to reduce dependency on wholesale funds, promote a sounder balance sheet and improve net interest margin. The deposit targets include both rate and volume considerations and will be reestablished and performance against those targets will be evaluated quarterly by the Human Resources and Compensation Committee.

   

Pinnacle Financial Partners, Inc.          40



 Equity compensation is performance-based and incorporates a multi-year approach:
The Human Resources and Compensation Committee believes that performance-based equity awards are the preferred form of incentive when considering the achievement of longer term objectives over a multi-year period.
The Human Resources and Compensation Committee seeks to bring more balance to the performance plans by utilizing ROATA as the primary metric for measuring long-term performance for increasing shareholder value, with diluted EPS being used for the AIP.

The incorporation of the above factors into the Company's compensation practices is most evident when reviewing the concentration of performance-based compensation over the past several years. The Human Resources and Compensation Committee has maintained the balance between compensation and performance by incorporating a significant amount of variable based compensation into the executive compensation structure. As a result, in periods where performance was below the Human Resources and Compensation Committee's expectations, overall compensation levels have been reduced.

 Retirement and other benefits - The NEOs are eligible to participate in the Company's 401(k) plan along with all other associates of the Company. The NEOs are subject to the same salary deferral and Company match provisions as the other associates. The Company does not sponsor a deferred benefit plan or any other deferred compensation retirement plan for the NEOs other than those that an NEO may have participated in prior to that person's company being acquired by the Company.

  Other typical forms of executive compensation and perquisites available to the Human Resources and Compensation Committee to supplement executive compensation are listed below along with the applicability to the NEOs:
TurnerMcCabeCallicuttQueenerCarpenter
Company-provided vehicleNoNoNoNoNo
Automobile allowanceYesYesNoYesNo
Parking allowancesNoNoNoNoNo
Personal tax return feesYesYesYesYesYes
Health club membershipNoNoNoNoNo
Country club membershipNoNoNoNoNo
Corporate aircraftYesYesYesYesYes

In 2017, following the expansion of the Company’s operations into the Carolinas and Virginia and also in recognition of the geographic expansion throughout Tennessee in 2015 and 2016, the Company acquired an aircraft for use in its business operations. The acquisition of this aircraft allowed Company personnel to more efficiently travel between the Company’s markets and was done in an effort to enhance associate productivity when traveling between markets. In 2018 and 2019, each of the Company’s NEOs other than Mr. Callicutt were allocated a certain amount of personal use of the Company’s aircraft. Beginning in 2018, the Company purchased a membership in a chartered flight provider for Mr. Callicutt, and in 2019 and 2020 did the same. For 2019, the amounts allocated to the NEOs for personal use of the corporate aircraft were as follows: Mr. Turner - $95,000; Mr. McCabe - $95,000; Mr. Queener - $50,000; and Mr. Carpenter $15,000. The cost to the Company of Mr. Callicutt’s jet card membership in 2019 was $25,000. The same allocation has been made for 2020. The amount of this benefit was deducted from each NEO’s performance-based equity compensation in 2019 and the amount of this benefit will likewise be deducted from the performance-based equity compensation for the NEOs in 2020.

Additional Compensation Considerations

Role of the Human Resources and Compensation Committee - The duties and responsibilities of the Human Resources and Compensation Committee include, among other things:

overseeing the Company's overall executive officer compensation philosophy for the Company's executive officers and other employees as the Company may determine;
measuring performance with respect to established goals and objectives;
designing the components for all executive officer compensation;
reviewing the Company's executive officer compensation plans and the risks these plans pose to the Company; and
establishing compensation for the Company's executive officers.



Pinnacle Financial Partners, Inc.          41



Messrs. Brock, Farnsworth, Galante, Smith and Thompson, all independent directors, served on the Human Resources and Compensation Committee for 2019.   The Human Resources and Compensation Committee makes all compensation decisions for the Company's NEOs, including establishing the framework for how these executives are compensated, and approves recommendations regarding equity awards to all associates, including the executive officers, of the Company.

Role of the Compensation Consultant - Beginning in 2010, the Human Resources and Compensation Committee utilized the consulting services of McLagan, which is a part of the Rewards Solutions practice at Aon plc, to facilitate the executive officer compensation process, including the determination of an appropriate peer group for purposes of comparing the NEOs' compensation and any adjustments that should be made to keep the peer group consistent with the Company's strategies and objectives. McLagan representatives routinely attend the Human Resources and Compensation Committee meetings during the year and continue to provide consulting services to the Human Resources and Compensation Committee. A McLagan representative is in attendance when the Human Resources and Compensation Committee votes on executive officer compensation. McLagan reports directly to the Human Resources and Compensation Committee, which retains sole authority to select, retain, terminate, and approve the fees and other retention terms of its relationship with McLagan.

In 2019, the Human Resources and Compensation Committee reviewed its relationship with McLagan and considered McLagan's independence in light of all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. The Human Resources and Compensation Committee received a report from McLagan addressing its independence, including the following factors: (1) other services provided to the Company by McLagan; (2) fees paid by the Company as a percentage of McLagan's total revenue; (3) policies or procedures maintained by McLagan that are designed to prevent a conflict of interest; (4) any business or personal relationships between McLagan's senior advisors and a member of the Human Resources and Compensation Committee; (5) any Common Stock owned by the senior advisors; and (6) any business or personal relationships between the executives and the senior advisors. The Human Resources and Compensation Committee discussed these considerations and concluded that the work performed by McLagan and McLagan's senior advisors involved in the engagements did not raise any conflict of interest.

Role of Management -The Chief Executive Officer and the Chief Financial Officer also provide some input into compensation as it relates to all senior executives and internal forecasts. Neither the Chief Executive Officer nor the Chief Financial Officer are involved in the Human Resources and Compensation Committee deliberations regarding the CEO or other NEO compensation and are not present when the Human Resources and Compensation Committee votes on NEO compensation.

Risk Assessment of Executive Compensation Program - In 2019, the Human Resources and Compensation Committee reviewed the Company's 2019 AIP, 2019 LTI awards, and the various employment and change in control agreements to which the Company's senior executive officers are a party with the Company's Chief Risk Officer, for the following purposes:

(i) to identify any features in any senior executive compensation plan or employee compensation plan that pose imprudent risks to the Company and limit those features to ensure the Company is not unnecessarily exposed to risks; and
(ii) to identify and limit any features that would encourage the manipulation of reported earnings of the Company to enhance the compensation of any associate.

Employment Agreements with our Named Executive Officers - The employment agreements, as amended, that the Company has entered into with each of Messrs. Turner, McCabe, Callicutt, Queener and Carpenter are described in more detail elsewhere in this proxy statement. These agreements, other than Mr. Callicutt's employment agreement, automatically renew each year on January 1 unless the Human Resources and Compensation Committee or the executive gives notice of non-renewal prior to November 30 of the preceding year, in which case the agreement terminates thirty days later. Mr. Callicutt's agreement has an initial term that expires on December 31, 2020. Thereafter, Mr. Callicutt's agreement will be subject to renewal each January like the other employment agreements.

In considering whether to give notice of non-renewal, the Human Resources and Compensation Committee considered the need to be able to retain its executive officers, the impact of such executives on the Company's performance over the period of its existence and the performance of the executives prior to the date of any notice. When considering the multiples of base salary and bonus that a terminated executive officer would be entitled to receive following his or her termination, either before or after a change of control, the Human Resources and Compensation Committee also sought to provide benefits at a level that it believed would provide appropriate compensation for the executive officer in the event of consummation of a transaction that, although possibly detrimental to the individual's employment prospects with the resulting company, would be beneficial to the Company's shareholders.

Pinnacle Financial Partners, Inc.          42



The Human Resources and Compensation Committee believes that the protections afforded in the employment agreements are reasonable and, together with long term incentive award terms, are an important element in retention of the executive officers who are a party to such agreements.

Clawback of Incentive Awards - Pursuant to the 2019 AIP, upon the approval of the Board or the Human Resources and Compensation Committee, payments under the 2019 AIP paid to an associate, including an NEO, will be subject to recovery and "clawback" by the Company, and repaid by such employee, if the payments are based on materially inaccurate financial statements or other materially inaccurate performance metric criteria. In addition, Section 304 of the Sarbanes-Oxley Act of 2002 requires the recovery of incentive awards from our Chief Executive Officer and Chief Financial Officer if the Company is required to restate its financial statements due to material noncompliance with any financial reporting requirements as a result of misconduct. Moreover, the SEC is required under Section 954 of the Dodd-Frank Act to adopt rules that will require every exchange-listed company to adopt a "clawback" policy for the recovery of certain incentive-based compensation from its executive officers in the event it is required to restate its financial statements as a result of material noncompliance with reporting.

Federal Income Tax Deductibility Limitations - Section 162(m) of the Code limits the Company's ability to deduct certain compensation in excess of $1 million paid to the Company's Chief Executive Officer and to certain of the Company's other associates. For 2017 and prior years, this limitation did not apply to compensation that qualified under applicable regulations as "performance-based." Accordingly, the Company aimed to design and approve the performance-based compensation paid to its NEOs so that it would satisfy the requirements for deductibility under Section 162(m). For 2017 and prior years, the Human Resources and Compensation Committee considered Section 162(m) when making compensation decisions, but other considerations, such as providing the Company's NEOs with competitive and adequate incentives to remain with the Company and increase the Company's business operations, financial performance and prospects, as well as rewarding extraordinary contributions, also significantly factored into the Human Resources and Compensation Committee's decisions. In December 2017, the Tax Act was enacted. Under the Tax Act, the qualified performance-based compensation exception to Section 162(m) that generally provided for the continued deductibility of performance-based compensation was repealed, effective for tax years commencing on or after January 1, 2018. Accordingly, compensation to our Named Executive Officers in excess of $1,000,000 in 2019 (excluding performance-based compensation that meets the requirements of Section 162(m) that was awarded pursuant to a binding agreement in effect as of November 2, 2017) will generally not be deductible. Performance-based compensation meeting the requirements of Section 162(m) awarded to our Named Executive Officers pursuant to a binding agreement in effect as of November 2, 2017, like our performance units granted in 2017 and prior years that have not yet been settled into shares of Common Stock, are expected to continue to qualify for the performance-based compensation exemption under Section 162(m), but the United States Treasury has not yet issued any guidance on any limitations on the continued deductibility of these awards. Accordingly, the future deductibility of these grandfathered awards cannot be guaranteed.


Pinnacle Financial Partners, Inc.          43



Human Resources and Compensation Committee Report

  The Human Resources and Compensation Committee has reviewed and discussed this Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and based on such review and discussions, the Human Resources and Compensation Committee recommended this Compensation Discussion and Analysis be included in this proxy statement.

Reese L. Smith, III.  Chairman
Charles E. Brock, Member
Thomas C. Farnsworth, III, Member
Joseph Galante, Member
G. Kennedy Thompson, Member

Pinnacle Financial Partners, Inc.          44



2019 Summary Compensation Table

The table below sets forth a summary of the compensation earned by each of (i) the Company's Chief Executive Officer; (ii) the Company's Chief Financial Officer; and (iii) the other three highest paid executive officers of the Company whose total compensation exceeded $100,000 for fiscal 2019 and who were employed as executive officers at December 31, 2019 (collectively, the "Named Executive Officers") in 2019. Each of the Named Executive Officers has entered into an employment agreement with the Company and the Bank, the terms of which are described below.

2019 SUMMARY COMPENSATION TABLE
Name and Principal PositionYearSalary ($)Bonus ($)Non-Equity Incentive Plan Compensation ($)(2)Stock Awards ($)(1)Option Awards ($)Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)All other Compensation ($)(4)Total ($)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
M. Terry Turner2019$1,030,000  $—  $1,235,000  $2,550,067  $—  $—  $108,823  $4,923,890  
    President and Chief2018$1,000,000  $—  $1,000,000  $2,240,265  $—  $—  $136,510  $4,376,775  
       Executive Officer2017$908,000  $—  $952,263  $1,606,215  $—  $—  $69,644  $3,536,122  
Robert A. McCabe, Jr.2019$978,000  $—  $1,173,200  $2,422,593  $—  $—  $125,333  $4,699,126  
    Chairman of2018$950,000  $—  $950,000  $2,123,996  $—  $—  $122,430  $4,146,426  
  the Board2017$862,000  $—  $904,982  $1,542,821  $—  $—  $73,172  $3,382,975  
Richard D. Callicutt, II2019$681,000  $—  $536,559  $1,165,160  $—  $226,824  $44,126  $2,653,669  
Chairman of the 2018$661,500  $—  $496,125  $237,475  $—  $105,546  $39,649  $1,540,295  
Carolinas and Virginia
Hugh M. Queener2019$534,000  $—  $479,186  $677,131  $—  $—  $73,280  $1,763,597  
    Chief Administrative2018$518,000  $—  $388,500  $447,151  $—  $—  $76,857  $1,430,508  
       Officer2017$450,000  $—  $354,377  $449,709  $—  $—  $51,902  $1,305,988  
Harold R. Carpenter2019$534,000  $—  $479,186  $707,872  $—  $—  $17,045  $1,738,103  
    Chief Financial2018$518,000  $—  $388,500  $469,526  $—  $—  $24,104  $1,400,130  
       Officer2017$450,000  $—  $354,377  $456,162  $—  $—  $20,705  $1,281,244  

(1) Stock Awards - Amounts in this column reflect the aggregate grant date fair value of performance unit awards in 2019, 2018, and 2017 and an award of restricted shares to Mr. Callicutt in 2018.  All equity awards in each of 2019, 2018, and 2017 were performance units, other than Mr. Callicutt's 2018 award. Mr. Callicutt did not receive any performance units in 2018; instead he was granted a time-based vesting restricted stock award pursuant to an incentive plan in effect at BNC prior to the closing of the Company's acquisition of BNC.  To calculate the grant date fair value of the performance units, the Company multiplied the discounted closing price of the Company's Common Stock on the date of grant by the number of performance units that were expected to vest based on the probable outcome of the performance results (i.e., target level of performance) and then applied an illiquidity discount. The grant date fair value of awards of performance units granted in 2019, 2018, and 2017 assuming maximum level of performance was $3,825,101, $3,360,801, and $2,420,037, respectively for Mr. Turner; $3,634,321, $3,186,428 and $2,298,390, respectively for Mr. McCabe; $1,015,672, $670,727, and $681,046, respectively for Mr. Queener; and $1,062,240, $704,722 and $687,439, respectively for Mr. Carpenter. The grant date fair value of the award of performance units granted to Mr. Callicutt in 2019 assuming maximum level of performance was $1,748,148.  In accordance with the requirements of Accounting Standards Codification Topic 718 (ASC 718), a discount for illiquidity was used in calculating the grant date fair value of the units due to the fact that each tranche of the award is subject to a mandatory post-vest holding period that ends on February 28, 2024, February 28, 2023 and February 28, 2022 for the units granted in 2019, 2018, and 2017, respectively, assuming soundness thresholds as of the December 31st immediately preceding such date are met. All performance units granted are subject to forfeiture if the applicable minimum performance threshold is not achieved, if the recipient does not remain employed by the Company for a period of one year following the end of the performance period or if the Bank's NPA ratio at December 31, 2023, 2022, and 2021 for awards granted in 2019, 2018, and 2017, respectively, is not less than a level established by the Human Resources and Compensation Committee at the time of the grant. The reported amounts included in the column above with respect to the performance units do not necessarily reflect the actual amounts that were paid to or that may be realized by the Named Executive Officer. The restricted shares granted to Mr. Callicutt in 2018 contain forfeiture restrictions that lapse in one-third pro rata increments on each of the first three anniversaries of the grant date of the award. Consequently, to calculate the grant
Pinnacle Financial Partners, Inc.          45



date fair value of Mr. Callicutt's award in accordance with the requirements of ASC 718, the Company multiplied the closing price of the Company's common stock on the date of grant by the number of restricted shares granted to Mr. Callicutt. For a more complete description of the performance unit awards granted in 2019, please see EXECUTIVE COMPENSATION-Compensation Discussion and Analysis-2019 Base Salary and Incentive Determination-2019 Long Term Incentive Plan (LTI) Awards.

(2) Non-Equity Incentive Plan Compensation - Reflects for each of the Named Executive Officers compensation attributable to the Company's 2019 Annual Cash Incentive Plan (the "2019 AIP"). The table below sets forth for each Named Executive Officer the actual and target payouts under the 2019 AIP expressed as a percentage of base salary.  Payout of incentive compensation occurs upon achievement of certain soundness and performance thresholds as determined by the Human Resources and Compensation Committee, with the Human Resources and Compensation Committee having the ability to increase or decrease the amount payable by up to 10% of the amount earned based on individual performance.
Payout awards as a percentage of Base Salary
TurnerMcCabeCallicuttQueenerCarpenter
2019% Target Payout100%  100%  75%  75%  75%  
2019% Actual Payout120%  120%  90%  90%  90%  
2018% Target Payout100%  100%  75%  75%  75%  
2018% Actual Payout100%  100%  75%  75%  75%  
2017% Target Payout100%100%—%  75%75%
2017% Actual Payout105%105%—%  78.75%78.75%

(3) In connection with the closing of the Company's acquisition of BNC, Pinnacle Bank assumed the Salary Continuation Agreement dated as of December 12, 2016, between Mr. Callicutt and Bank of North Carolina (the "Salary Continuation Agreement"), and the benefits and obligations thereunder. Mr. Callicutt was fully vested in the full benefit payable under the Salary Continuation Agreement upon consummation of the merger. Under the Salary Continuation Agreement, upon his attainment of the age of 65, Mr. Callicutt will receive an initial payment of $325,000 annually, payable in equal monthly installments. This benefit is payable for life and will increase by 1.50% annually. The Human Resources and Compensation Committee does not consider these accruals and benefits when it makes current year compensation decisions. Of the amounts in this column, $197,471 and $78,890 reflect the year-over-year change in the actuarial present value of the accumulated benefit under the Salary Continuation Agreement in 2019 and 2018, respectively.

        In settlement of certain of Mr. Callicutt’s benefits under his employment agreement with BNC, he was paid by BNC an initial cash payment of $1,996,667 prior to the closing of the BNC merger and, upon his termination of employment from the Company and Pinnacle Bank, the Company and Pinnacle Bank are obligated under the terms of the employment agreement to pay Mr. Callicutt an additional cash payment of $763,333 (the "Deferred Payment") payable in ten equal monthly installments commencing on the first business day on or after the 90th day following the date of termination. Between June 16, 2017, the effective date of his employment agreement, and the full payment of the Deferred Payment, interest accrues on the unpaid portion of the Deferred Payment at a rate equal to the 30-day LIBOR rate as in effect from time to time plus 150 basis points. Of the amounts in this column, $29,353 and $26,656 reflect the interest accrued on the Deferred Payment in 2019 and 2018, respectively.

(4) Other Compensation - The Company provides the Named Executive Officers with other forms of compensation.  The following is a listing of various types of other compensation that the Company has not used in the past three years, in the case of stock options, or ever otherwise (except in the case of supplemental retirement plans assumed in connection the Company's acquisitions), but may consider in the future to award its executives. Mr. Callicutt is a party to the Salary Continuation Agreement that he entered into with BNC. For more information regarding this plan see "Employment, Change of Control and SERP Agreements" below.  We believe that including a listing of forms of compensation that we currently do not use is beneficial to investors as they compare our compensation elements to those of other organizations.
Pinnacle Financial Partners, Inc.          46



TurnerMcCabeCallicuttQueenerCarpenter
Stock appreciation rights grantedNoneNoneNoneNoneNone
Stock options grantedNoneNoneNoneNoneNone
Supplemental retirement plansNANAYesNANA
Pension planNANANANANA
Deferred compensationNANAYesNANA
Board feesNoNoNoNANA

Group benefit package - All Company associates, including the Named Executive Officers, participate in the Company's group benefit package which includes customary medical and dental benefits, group life, group disability, healthcare and dependent care reimbursement plans, 401k plan, etc. The Named Executive Officers receive no incremental employee benefits that are not offered to other Company associates, other than each Named Executive Officer has an enhanced long-term disability policy that provides incremental coverage over the group policy maximums, and the Company pays premiums on an additional $1,000,000 term life insurance policy for Mr. Turner, an additional $500,000 term life insurance policy for Mr. McCabe and an additional $250,000 term life insurance policy for Mr. Queener. The premiums for those additional life insurance policies were $4,400, $5,970, and $1,727, respectively, in 2019. The following is a summary of the expense the Company incurred during 2019, 2018, and 2017 to provide a 401k plan match to our Named Executive Officers, the cost of the enhanced long-term disability policies in 2019 and 2018 and long-term care insurance in 2018 and 2017, and the cost of premiums on life insurance policies for the Named Executive Officers, including the additional policies discussed above:
TurnerMcCabeCallicuttQueenerCarpenter
2019
401k match$11,200  $11,200  $11,200  $11,200  $11,200  
Long-term disability policy607  607  607  607  607  
Life Insurance7,963  12,828  3,563  5,290  3,563  
2018
401k match$11,000  $11,000  $11,000  $11,000  $11,000  
Long-term care and disability policies12,619  11,975  6,143  12,504  9,106  
Life Insurance7,303  12,168  4,449  4,630  2,322  
2017
401k match$10,800  $10,800  $—  $10,800  $10,800  
Long-term care and disability policies12,794  11,672  —  12,679  9,230  
Life insurance3,563  6,858  —  3,563  2,322  

Paid time off - Each Named Executive Officer receives an allotment of 30 days for paid time off each year (excluding holidays).  The Company does not provide sick leave for any associate, including the Named Executive Officers. Additionally, associates, including the Named Executive Officers, are not permitted to carryover unused paid time off into a subsequent fiscal year.

Other Executive perquisites - The Company provided the following perquisites to the Named Executive Officers in 2019:
TurnerMcCabeCallicuttQueenerCarpenter
Company provided vehiclesNoNoNoNoNo
Automobile allowance$13,200 / year$13,200 / yearNo$13,200 /yearNo
Parking allowancesNoNoNoNoNo
Personal tax return fees$1,900  $2,500  $2,500  $600  $675  
Health club membershipNoNoNoNoNo
Country club membershipNoNoNoNoNo
Corporate aircraft (a)$73,953  $84,998  $23,354  $41,383  $—  

(a)In 2017, the Company (through a wholly owned subsidiary) acquired an aircraft to be used primarily for corporate purposes. The board of directors also authorized personal use of the aircraft by Messrs. Turner, McCabe, Queener and Carpenter. In 2019, each of these executives was permitted to use the corporate aircraft for personal travel in amounts not to exceed $95,000 for Messrs. Turner and McCabe, $50,000 for Mr. Queener and $15,000 for Mr. Carpenter. The Company’s policy is that when considering the amount of executive compensation awarded for personal aircraft use
Pinnacle Financial Partners, Inc.          47



the Company will include the average hourly costs of fuel, warranty programs, repairs and maintenance, landing and parking fees, costs for repositioning the aircraft, crew expenses, and supplies. Fixed costs that would be incurred in any event to operate the aircraft, such as aircraft purchase costs, aircraft management fees, flight crew salaries and training, and aircraft insurance are not included in the incremental cost. For tax purposes, income for personal use is imputed based on a multiple of the Standard Industry Fare Level rates. Messrs. Turner, McCabe, Queener and Carpenter are each responsible for any taxes in connection with his personal use of the corporate aircraft and are not reimbursed for these taxes. For 2019, instead of permitted personal use of the Company's aircraft, the Company purchased a membership in a chartered flight provider equivalent to $25,000 of travel costs for Mr. Callicutt.

Grants of Plan-Based Awards in 2019

The following table provides information about plan-based awards granted to the Named Executive Officers during 2019.

GRANTS OF PLAN-BASED AWARDS IN 2019
Estimated Possible Payouts UnderEstimated Future Payouts Under
Non-Equity Incentive PlanEquity Incentive Plan
Awards (1)Awards (2)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)(l)
Name and Principal PositionGrant dateThresholdTargetMaximumThresholdTargetMaximumAll Other
Stock Awards:
Number of Shares of Stock or Units (#)
All Other Stock Awards: Number of Securities Underlying Options (#)Exercise or Base Price of Option Awards ($/share)Grant Date Fair Value of Stock and Option Awards (3)
 M. Terry Turner
  President and Chief1/17/2019—  —  —  —  53,172  79,758  —  —  —  $2,550,067  
  Executive OfficerNA—  $1,030,000  $1,287,500  —  —  —  —  —  —  —  
 Robert A. McCabe, Jr.
  Chairman of the
1/17/2019—  —  —  —  50,514  75,780  —  —  —  $2,422,593  
  Board
NA—  $978,000  $1,222,500  —  —  —  —  —  —  —  
Richard D. Callicutt, II
Chairman of the1/17/2019—  —  —  —