PINNACLE FINANCIAL PARTNERS INC (PNFP)
Sector: Financials
2026 Annual Meeting Analysis
PINNACLE FINANCIAL PARTNERS INC · Meeting: May 21, 2026
Directors FOR
15
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Long-tenured independent director with deep audit and financial services expertise; PNFP's 3-year return of +84.3% outperforms the peer group median by +15.8pp, well below the 65pp threshold required to trigger an against vote, and no other policy flags apply.
CEO and director with extensive banking experience; PNFP's strong 3-year return means the TSR trigger does not apply, and no overboarding, attendance, or independence concerns are identified.
Independent director with significant M&A, financial management, and governance experience; TSR trigger does not apply and no other policy flags are present.
Independent director with strong financial, operational, and accounting background; TSR trigger does not apply and no other policy flags are present.
Independent director with extensive finance and operations leadership experience at a large public utility; TSR trigger does not apply and no other policy flags are present.
Independent director with commercial real estate and business experience relevant to the company's footprint; TSR trigger does not apply and no other policy flags are present.
Independent director with broad business and leadership experience; TSR trigger does not apply and no other policy flags are present.
Independent director with legal and commercial real estate expertise; joined the Synovus board in 2022, meaning his tenure at the predecessor entity is under three years at the combined company level, and the TSR trigger does not apply in any event.
Independent director and Audit Committee Chair with CPA credentials and deep financial and operational expertise; TSR trigger does not apply and no other policy flags are present.
Non-independent director and company co-founder serving as Chief Banking Officer; TSR trigger does not apply and no audit or compensation committee independence concerns are flagged given his executive role.
Director who joined the Synovus board in 2025, making him exempt from the TSR trigger under the 24-month new-director exemption; brings strong risk management and cybersecurity expertise.
Independent director with extensive real estate development and community leadership experience; TSR trigger does not apply and no other policy flags are present.
Independent director with deep financial services industry experience including as former CEO of Wachovia; TSR trigger does not apply and no overboarding or other policy flags are present.
Non-independent company co-founder serving as non-executive Chair; TSR trigger does not apply and no audit or compensation committee independence concerns arise from his role.
Independent director and Compensation Committee Chair with senior executive experience in financial services; TSR trigger does not apply and no other policy flags are present.
All 15 director nominees receive a FOR vote. PNFP's 3-year price return of +84.3% outperforms the peer group median by +15.8pp, far below the 65pp underperformance threshold required to trigger any against vote under the policy. The board discloses a skills matrix, all audit and compensation committee members are independent and financially qualified, no director is overboarded, and all directors met the 75% attendance requirement.
Say on Pay
✓ FORCEO
Kevin S. Blair
Total Comp
$7,541,642
Prior Support
N/A
This is the first Say on Pay vote for the combined Pinnacle Financial Partners entity following its January 1, 2026 merger of Legacy Pinnacle and Synovus, so there is no prior-year support figure to evaluate. The CEO's total reported compensation of approximately $7.5 million is consistent with market expectations for a CEO of a large regional bank with a market cap of roughly $14 billion. The company discloses a performance-heavy compensation philosophy, double-trigger change-of-control vesting, meaningful stock ownership requirements (6x salary for the CEO), a hold-until-retirement provision, and a clawback policy — all of which are positive governance features that support a For vote.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
51 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG served as Synovus's auditor from 1975 until the January 1, 2026 merger — a relationship of approximately 51 years — which far exceeds the policy's 25-year tenure threshold that triggers a No vote. The proxy does not provide a specific and compelling rationale for continuing with an auditor of this tenure at the combined entity, such as a disclosed multi-year rotation plan or exceptional audit quality metrics. The fee data needed to evaluate the non-audit fee ratio is not disclosed in this proxy statement and is instead referenced to the legacy companies' Form 10-K filings, so no fee-ratio flag can be applied, but the tenure flag alone is sufficient to warrant an against vote.
Overall Assessment
The 2026 PNFP annual meeting ballot is straightforward, with all 15 director nominees receiving a FOR vote supported by strong 3-year stock performance relative to the peer group and clean governance disclosures. The one exception to an otherwise positive ballot is auditor ratification, where KPMG's approximately 51-year relationship with legacy Synovus far exceeds the policy's 25-year independence threshold, warranting an against vote absent any compelling transition rationale from the audit committee.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing