Form 4: Pinnacle Financial Partners CEO M. Terry Turner Reports Stock Award Vesting and Tax Withholding

CEO M. Terry Turner reports the vesting of performance-based stock awards and subsequent tax withholding by Pinnacle Financial Partners.

Summary

• M. Terry Turner, CEO of Pinnacle Financial Partners, reported a transaction involving the vesting of performance units into common stock on February 28, 2024.
• 52,729 performance units vested and were settled into an equal number of shares of PNFP common stock.
• These performance units were granted on January 17, 2019, and were contingent on Pinnacle Financial Partners' performance against certain metrics between 2019 and 2022, as well as the nonperforming assets ratio at the end of 2023.
• The vesting was based on the company's performance and the NPA ratio, as detailed in the company's 2023 Annual Report on Form 10-K.
• 20,750 shares were retained by the company to cover withholding taxes related to the vesting of these performance units at a price of $83.28.
• Following these transactions, Turner directly owns 257,712 shares of PNFP common stock.
• Turner also indirectly owns 33,694 shares through a 401K and 22,000 shares through an IRA.

Sentiment

Score: 7

Explanation: The document reflects a positive outcome (vesting of performance units) based on the company's performance, but also includes a standard tax withholding, resulting in a neutral to slightly positive sentiment.

Positives

• The vesting of performance units indicates that Pinnacle Financial Partners achieved certain performance goals set between 2019 and 2022.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership, common in the financial services industry. It provides transparency into the alignment of executive incentives with company performance.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among publicly traded financial institutions to incentivize executives and align their interests with those of shareholders.
• The specific metrics used for vesting, such as the NPA ratio and peer comparisons, are tailored to Pinnacle Financial Partners' strategic goals and risk management practices.
• Comparing the size of the performance unit grant and vesting schedule to those of peer institutions (e.g., First Horizon, Truist, Regions Financial) would provide further context on the competitiveness of Pinnacle's executive compensation program.

Stakeholder Impact

• Shareholders may view the vesting of performance units as a positive sign, indicating that the company has met certain performance targets.
• The tax withholding has no material impact on stakeholders.

Key Dates