Fiscal year 2024 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses PNFPP in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named PNFPP in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| J. Harvey White | $437,500 | $0 | $726,064 | $0 | $257,251 | $0 | $28,283 | $1,449,098 |
| Interim Chief Credit Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2024 total | FY2023 total | FY2022 total | Δ FY2023→2024 |
|---|---|---|---|---|
| J. Harvey White | $1,449,098 | $464,409 | — | +984,689 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Harold R. Carpenter | RSU | 2024-01-18 | — | — | 3,577 | — | $300,003 |
| M. Terry Turner | RSU | 2024-01-18 | — | — | 12,162 | — | 1,020,027 |
| M. Terry Turner | PSU | 2024-01-18 | — | 28,378 | — | 68,106 | 2,506,345 |
| Robert A. McCabe | RSU | 2024-01-18 | — | — | 11,554 | — | 969,034 |
| J. Harvey White | PSU | 2024-01-18 | — | 5,843 | — | 14,022 | 516,054 |
| Richard D. Callicutt | RSU | 2024-01-18 | — | — | 4,579 | — | 384,041 |
| Charissa D. Sumerlin | RSU | 2024-01-18 | — | — | 90 | — | 7,548 |
| Harold R. Carpenter | PSU | 2024-01-18 | — | 8,347 | — | 20,032 | 737,207 |
| Richard D. Callicutt | PSU | 2024-01-18 | — | 10,684 | — | 25,640 | 943,611 |
| J. Harvey White | RSU | 2024-01-18 | — | — | 2,504 | — | 210,010 |
| Robert A. McCabe | PSU | 2024-01-18 | — | 26,959 | — | 64,701 | 2,381,019 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Harold R. Carpenter | $300,003 | $737,207 | $0 | 71.1% |
| M. Terry Turner | 1,020,027 | 2,506,345 | 0 | 71.1% |
| Robert A. McCabe | 969,034 | 2,381,019 | 0 | 71.1% |
| J. Harvey White | 210,010 | 516,054 | 0 | 71.1% |
| Richard D. Callicutt | 384,041 | 943,611 | 0 | 71.1% |
| Charissa D. Sumerlin | 7,548 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-04-21 | 58,175,527 | 3,455,512 | 869,354 | 94.39% | Passed |
| 2024 | 2024-04-23 | 57,510,944 | 3,520,988 | 861,848 | 94.23% | Passed |
| 2023 | 2023-04-18 | 46,635,085 | 13,218,333 | 1,023,187 | 77.92% | Passed |
| 2022 | 2022-04-19 | 57,938,654 | 3,112,317 | 935,119 | 94.9% | Passed |
| 2021 | 2021-04-20 | 57,432,682 | 2,298,385 | 1,040,233 | 96.15% | Passed |
| 2020 | 2020-04-21 | 57,241,031 | 1,495,939 | 1,025,884 | 97.45% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-04-21 | 94.39%a |
| 2024 | 2024-04-23 | 94.23%b |
| 2023 | 2023-04-18 | 77.92%c |
a. Voting standard not stated in the filing.
b. Approved under the standard stated in the filing — “Therefore, abstentions, as well as broker non-votes, will have no effect on whether these proposals are approved so long as a quorum is present.”.
c. Approved under the standard stated in the filing — “Therefore, abstentions will have no effect on whether these proposals are approved so long as a quorum is present.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Pinnacle Financial Partners names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Pinnacle Financial Partners.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Pinnacle Financial Partners, Inc. | 2025 | M. Terry Turner | $1,256,000 | $3,273,598 | $0 | $1,961,829 | $6,611,454 |
| 2 | Pinnacle Financial Partners | 2024 | J. Harvey White | 437,500 | 726,064 | 0 | 257,251 | 1,449,098 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Pinnacle Financial Partners | not disclosed | not disclosed | not disclosed | not disclosed |
| Pinnacle Financial Partners, Inc. | not disclosed | PSU 70 · RSU 30 | Yes — Relative TSR Modifier | McLagan |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, J. Harvey White | DEF 14A | 2025-03-03 | 0001115055-25-000063 | Section “2024 SUMMARY COMPENSATION TABLE”. As printed: 1,449,098. Filing ↗machine: span 880415–880424 |
| 2 | Section 03, Harold R. Carpenter RSU | DEF 14A | 2025-03-03 | 0001115055-25-000063 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r7 · c1 · span 727532–727537 |
| 3 | Section 03, M. Terry Turner RSU | DEF 14A | 2025-03-03 | 0001115055-25-000063 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r4 · c1 · span 722365–722371 |
| 4 | Section 03, M. Terry Turner PSU | DEF 14A | 2025-03-03 | 0001115055-25-000063 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r4 · c4 · span 722782–722788 |
| 5 | Section 03, Robert A. McCabe RSU | DEF 14A | 2025-03-03 | 0001115055-25-000063 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r5 · c1 · span 724075–724081 |
| 6 | Section 03, J. Harvey White PSU | DEF 14A | 2025-03-03 | 0001115055-25-000063 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r9 · c4 · span 731552–731557 |
| 7 | Section 03, Richard D. Callicutt RSU | DEF 14A | 2025-03-03 | 0001115055-25-000063 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r6 · c1 · span 725804–725809 |
| 8 | Section 03, Charissa D. Sumerlin RSU | DEF 14A | 2025-03-03 | 0001115055-25-000063 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r8 · c1 · span 729258–729260 |
| 9 | Section 03, Harold R. Carpenter PSU | DEF 14A | 2025-03-03 | 0001115055-25-000063 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r7 · c4 · span 727954–727959 |
| 10 | Section 03, Richard D. Callicutt PSU | DEF 14A | 2025-03-03 | 0001115055-25-000063 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r6 · c4 · span 726226–726232 |
| 11 | Section 03, J. Harvey White RSU | DEF 14A | 2025-03-03 | 0001115055-25-000063 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r9 · c1 · span 731034–731039 |
| 12 | Section 03, Robert A. McCabe PSU | DEF 14A | 2025-03-03 | 0001115055-25-000063 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r5 · c4 · span 724498–724504 |
| 13 | Section 06, 2025 vote | Form 8-K | 2025-04-21 | 0001115055-25-000112 | Item 5.07 · say-on-pay result. As reported: 94.39% (votes for as printed: 58,175,527). Filing ↗ |
| 14 | Section 06, 2024 vote | Form 8-K | 2024-04-26 | 0001115055-24-000119 | Item 5.07 · say-on-pay result. As reported: 94.23% (votes for as printed: 57,510,944). Filing ↗ |
| 15 | Section 06, 2023 vote | Form 8-K | 2023-04-21 | 0001115055-23-000037 | Item 5.07 · say-on-pay result. As reported: 77.92% (votes for as printed: 46,635,085). Filing ↗ |
| 16 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 17 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 18 | Pinnacle Financial Partners, Inc., Section 10b CEO total | DEF 14A | 2026-04-09 | 0002082866-26-000031 | CEO total compensation as printed in Pinnacle Financial Partners, Inc.'s own proxy. As printed: 6,611,454. Filing ↗ |
| 19 | Pinnacle Financial Partners (subject), Section 10b CEO total | DEF 14A | 2025-03-03 | 0001115055-25-000063 | CEO total compensation as printed in Pinnacle Financial Partners's own proxy. As printed: 1,449,098. Filing ↗machine: span 880415–880424 |
| 20 | Section 10a, Pinnacle Financial Partners, Inc. reciprocity | DEF 14A | — | 0002082866-26-000031 | Pinnacle Financial Partners, Inc.'s most recent proxy was read; its disclosed peer group does not include Pinnacle Financial Partners. Filing ↗ |