RENASANT CORP (RNST)
Sector: Financials
2026 Annual Meeting Analysis
RENASANT CORP · Meeting: April 28, 2026
Directors FOR
17
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director with relevant technology and AI expertise; no overboarding, attendance, or TSR trigger concerns (RNST 3-year return of +16.3% trails peer median by only 10.6pp, well below the 35pp threshold required to trigger a vote against).
CEO and director since 2025; exempt from the TSR trigger as he joined the board within the past 24 months, and no other disqualifying flags apply.
Independent director with legal and governance expertise; director since 2017 with no overboarding, attendance, or TSR trigger concerns (gap of -10.6pp vs. peer median is well below the 35pp threshold).
Non-independent director (current employee) who joined in 2025; exempt from the TSR trigger as he joined within the past 24 months, and he does not serve on audit or compensation committees.
Lead independent director since 1997 with extensive legal and banking experience; no overboarding or attendance concerns, and the 3-year TSR gap of -10.6pp vs. the peer median does not reach the 35pp trigger threshold.
Independent director since 2007 with relevant business leadership experience; no disqualifying flags, and the TSR underperformance versus peers is well below the policy threshold.
Independent director since 2010 with real estate and risk management expertise; no overboarding or attendance concerns, and TSR underperformance vs. peers does not meet the trigger threshold.
Independent director since 2018 with commercial real estate expertise; no disqualifying flags, and the 3-year peer TSR gap of -10.6pp is well below the 35pp threshold.
Independent director since 2023; joined within the past 24 months relative to the current underperformance period, and brings community and corporate responsibility experience with no other disqualifying flags.
Independent director since 2004 with public company and financial expertise; no overboarding or attendance concerns, and the TSR gap versus peers does not trigger a vote against.
Independent director since 2005 with business ownership and regional market expertise; no disqualifying flags, and the 3-year peer TSR gap of -10.6pp is well below the 35pp threshold.
Independent director since 2025; exempt from the TSR trigger as he joined within the past 24 months, and brings real estate and financial institution board experience with no other disqualifying flags.
Non-independent chairman (former employee) since 2000 with deep institutional knowledge; the 3-year TSR gap of -10.6pp vs. the peer median is well below the 35pp trigger threshold, and no other disqualifying flags apply.
Independent director since 2025 and designated audit committee financial expert (CPA with 30+ years of accounting experience); exempt from the TSR trigger as she joined within the past 24 months.
Independent director since 2025; exempt from the TSR trigger as he joined within the past 24 months, and brings long-tenured FBMS board experience and business ownership skills with no other disqualifying flags.
Independent director and audit committee financial expert since 2018 with manufacturing and operational leadership expertise; no overboarding or attendance concerns, and the TSR gap versus peers does not reach the trigger threshold.
Non-independent director (current employee as Executive Vice Chairman) since 2018; the 3-year TSR gap of -10.6pp versus the peer median is well below the 35pp threshold, and no other disqualifying flags apply.
All 17 nominees pass the policy screens: RNST's 3-year price return of +16.3% trails the company-disclosed peer median by only 10.6 percentage points, well below the 35pp underperformance threshold required to trigger votes against directors under the low-positive TSR band. No director is overboarded, attendance was satisfactory for all (≥75%), and no independence violations on audit or compensation committees were identified. Five directors who joined in 2025 following the FBMS merger are exempt from the TSR trigger as they joined within the past 24 months.
Say on Pay
✓ FORCEO
C. Mitchell Waycaster
Total Comp
N/A
Prior Support
95.7%%
The prior year Say on Pay vote received 95.7% shareholder support, reflecting strong endorsement of the compensation structure. The program is well-structured with approximately 70% variable/performance-based pay for the CEO (above the 50-60% policy threshold), including performance stock awards tied to earnings per share, return on tangible equity, and efficiency ratio over a three-year cycle alongside a short-term cash bonus plan, all of which represent meaningful performance conditions. CEO total compensation of $2,175,667 (reported for Mr. Waycaster as the CEO through April 30, 2025) appears reasonable for a regional bank of Renasant's size, and the company discloses a functioning clawback policy administered by the compensation committee, satisfying the policy's clawback requirement.
Auditor Ratification
✓ FORAuditor
BDO USA, P.C.
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
BDO USA, P.C. is a large national accounting firm appropriate for a $3.3B regional bank. Auditor fee data was not extractable from the provided filing text, so the non-audit fee ratio trigger cannot be assessed; per policy, the tenure trigger requires confirmed data to fire and is not assumed. No material restatements or other disqualifying factors are evident from the filing, so the default vote of FOR applies.
Overall Assessment
The 2026 Renasant annual meeting presents three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR votes under this policy. The compensation program is performance-weighted and received near-unanimous shareholder support in 2025, and while RNST has modestly trailed community bank peers (QABA — First Trust NASDAQ ABA Community Bank Index) and its own compensation peer group over three years, the gap does not approach the thresholds required to trigger votes against directors or executive pay.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing