Form 4: Pinnacle Financial Partners CEO M. Terry Turner Acquires 60,000 Shares Via Performance Unit Vesting

Pinnacle Financial Partners CEO, M. Terry Turner, acquired 60,000 shares of company stock on April 15, 2025, following the vesting of performance units earned over a three-year period.

Summary

• On April 15, 2025, M. Terry Turner, CEO of Pinnacle Financial Partners Inc. (PNFP), acquired 60,000 shares of PNFP common stock.
• This acquisition resulted from the vesting of performance units granted on January 20, 2022.
• The vesting of these units was contingent upon Pinnacle Financial Partners' performance against specific metrics compared to a peer group over a performance period from January 1, 2022, to December 31, 2024.
• A condition for vesting was that the average of Pinnacle Bank's nonperforming assets to its loans plus other real estate owned (NPA ratio) at December 31, 2022, 2023 & 2024 was not greater than 3.0%.
• The performance units will settle into shares of Company common stock in accordance with the terms of the agreement.
• Following the transaction, Turner directly owns 310,972 shares of PNFP common stock.
• Turner also indirectly owns 34,280 shares through a 401K and 22,000 shares through an IRA.

Sentiment

Score: 7

Explanation: The document is generally positive as it reflects the achievement of performance goals and increased ownership by the CEO, signaling confidence. However, it's a routine filing, so the impact is moderate.

Positives

• The vesting of performance units indicates that Pinnacle Financial Partners met the performance metrics set by the company over the three-year performance period.
• The CEO's increased stake in the company could be seen as a positive signal to investors, demonstrating confidence in the company's future performance.

Future Outlook

The document does not contain specific forward-looking statements, but the vesting of performance units suggests an expectation of continued strong performance from Pinnacle Financial Partners.

Industry Context

This type of equity-based compensation is common in the financial services industry to align management's interests with those of shareholders and incentivize performance.

Comparison to Industry Standards

• Performance-based equity awards are a standard practice among publicly traded financial institutions.
• Companies like Truist Financial (TFC), Regions Financial (RF), and Fifth Third Bancorp (FITB) also utilize similar performance metrics tied to profitability, efficiency, and asset quality for executive compensation.
• The specific metrics and vesting schedules vary, but the underlying principle of aligning executive compensation with shareholder value is consistent.

Stakeholder Impact

• Shareholders may view the vesting of performance units and the CEO's increased ownership as a positive sign, indicating confidence in the company's future performance.
• Employees may be motivated by the company's achievement of performance goals, which led to the vesting of these units.

Key Dates

Keywords

Pinnacle Financial Partners, PNFP, M. Terry Turner, CEO, Performance Units, Stock Acquisition, Beneficial Ownership, SEC Form 4, Vesting, NPA Ratio