Velarion · Company Intelligence
Compensation Brief
Fiscal year 2024 · Filings through 2026-04-09

Pinnacle Financial Partners (PNFPP)

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.

$1,449,098
J. Harvey White total, FY2024
CEO pay percentile vs peers
CEO-to-median pay ratio
94.39%
Say-on-pay support, latest vote
Companies that benchmark against PNFPP
1 company names PNFPP as a compensation peer

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.

01

Summary Compensation Table — fiscal year 2024

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
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.

Three-year trend — total compensation per named executive

Named executive officerFY2024 totalFY2023 totalFY2022 totalΔ FY20232024
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.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2024

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Harold R. CarpenterRSU2024-01-183,577$300,003
M. Terry TurnerRSU2024-01-1812,1621,020,027
M. Terry TurnerPSU2024-01-1828,37868,1062,506,345
Robert A. McCabeRSU2024-01-1811,554969,034
J. Harvey WhitePSU2024-01-185,84314,022516,054
Richard D. CallicuttRSU2024-01-184,579384,041
Charissa D. SumerlinRSU2024-01-18907,548
Harold R. CarpenterPSU2024-01-188,34720,032737,207
Richard D. CallicuttPSU2024-01-1810,68425,640943,611
J. Harvey WhiteRSU2024-01-182,504210,010
Robert A. McCabePSU2024-01-1826,95964,7012,381,019
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Harold R. Carpenter$300,003$737,207$071.1%
M. Terry Turner1,020,0272,506,345071.1%
Robert A. McCabe969,0342,381,019071.1%
J. Harvey White210,010516,054071.1%
Richard D. Callicutt384,041943,611071.1%
Charissa D. Sumerlin7,548000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-04-2158,175,5273,455,512869,35494.39%Passed
20242024-04-2357,510,9443,520,988861,84894.23%Passed
20232023-04-1846,635,08513,218,3331,023,18777.92%Passed
20222022-04-1957,938,6543,112,317935,11994.9%Passed
20212021-04-2057,432,6822,298,3851,040,23396.15%Passed
20202020-04-2157,241,0311,495,9391,025,88497.45%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20252025-04-2194.39%a
20242024-04-2394.23%b
20232023-04-1877.92%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.

10

Disclosed peer group — fiscal year 2024

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Pinnacle Financial Partners, Inc.2025M. Terry Turner$1,256,000$3,273,598$0$1,961,829$6,611,454
2Pinnacle Financial Partners2024J. Harvey White437,500726,0640257,2511,449,098

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.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Pinnacle Financial Partnersnot disclosednot disclosednot disclosednot disclosed
Pinnacle Financial Partners, Inc.not disclosedPSU 70 · RSU 30Yes — Relative TSR ModifierMcLagan

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, J. Harvey WhiteDEF 14A2025-03-030001115055-25-000063Section “2024 SUMMARY COMPENSATION TABLE”. As printed: 1,449,098. Filing ↗machine: span 880415–880424
2Section 03, Harold R. Carpenter RSUDEF 14A2025-03-030001115055-25-000063Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r7 · c1 · span 727532–727537
3Section 03, M. Terry Turner RSUDEF 14A2025-03-030001115055-25-000063Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r4 · c1 · span 722365–722371
4Section 03, M. Terry Turner PSUDEF 14A2025-03-030001115055-25-000063Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r4 · c4 · span 722782–722788
5Section 03, Robert A. McCabe RSUDEF 14A2025-03-030001115055-25-000063Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r5 · c1 · span 724075–724081
6Section 03, J. Harvey White PSUDEF 14A2025-03-030001115055-25-000063Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r9 · c4 · span 731552–731557
7Section 03, Richard D. Callicutt RSUDEF 14A2025-03-030001115055-25-000063Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r6 · c1 · span 725804–725809
8Section 03, Charissa D. Sumerlin RSUDEF 14A2025-03-030001115055-25-000063Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r8 · c1 · span 729258–729260
9Section 03, Harold R. Carpenter PSUDEF 14A2025-03-030001115055-25-000063Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r7 · c4 · span 727954–727959
10Section 03, Richard D. Callicutt PSUDEF 14A2025-03-030001115055-25-000063Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r6 · c4 · span 726226–726232
11Section 03, J. Harvey White RSUDEF 14A2025-03-030001115055-25-000063Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r9 · c1 · span 731034–731039
12Section 03, Robert A. McCabe PSUDEF 14A2025-03-030001115055-25-000063Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t129 · r5 · c4 · span 724498–724504
13Section 06, 2025 voteForm 8-K2025-04-210001115055-25-000112Item 5.07 · say-on-pay result. As reported: 94.39% (votes for as printed: 58,175,527). Filing ↗
14Section 06, 2024 voteForm 8-K2024-04-260001115055-24-000119Item 5.07 · say-on-pay result. As reported: 94.23% (votes for as printed: 57,510,944). Filing ↗
15Section 06, 2023 voteForm 8-K2023-04-210001115055-23-000037Item 5.07 · say-on-pay result. As reported: 77.92% (votes for as printed: 46,635,085). Filing ↗
16Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
17Section 03b vehicle mix (computed)ComputedcomputedRSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
18Pinnacle Financial Partners, Inc., Section 10b CEO totalDEF 14A2026-04-090002082866-26-000031CEO total compensation as printed in Pinnacle Financial Partners, Inc.'s own proxy. As printed: 6,611,454. Filing ↗
19Pinnacle Financial Partners (subject), Section 10b CEO totalDEF 14A2025-03-030001115055-25-000063CEO total compensation as printed in Pinnacle Financial Partners's own proxy. As printed: 1,449,098. Filing ↗machine: span 880415–880424
20Section 10a, Pinnacle Financial Partners, Inc. reciprocityDEF 14A0002082866-26-000031Pinnacle Financial Partners, Inc.'s most recent proxy was read; its disclosed peer group does not include Pinnacle Financial Partners. Filing ↗