Form 4: Pinnacle Financial Partners EVP & CFO Reports Changes in Beneficial Ownership

Harold R. Carpenter, EVP & CFO of Pinnacle Financial Partners, reports changes in beneficial ownership of company stock due to vesting of performance units, tax withholding, and transfer of shares to a former spouse.

Summary

• Harold R. Carpenter, the EVP & CFO of Pinnacle Financial Partners Inc. (PNFP), filed a Form 4 detailing changes in his beneficial ownership of PNFP common stock.
• On February 28, 2024, Carpenter acquired 11,969 shares upon the vesting of performance units granted on January 17, 2019.
• These performance units vested based on the company's performance against certain metrics for 2019, 2020, and 2021, and the NPA ratio at December 31, 2023.
• A portion of the vested shares (5,763) were withheld by the company to cover withholding taxes.
• 2,673 shares were transferred to Carpenter's former spouse pursuant to a domestic relations order.
• Following these transactions, Carpenter directly owns 54,139 shares and indirectly owns 13,221 shares through a 401(k).
• The reporting person no longer reports as beneficially owned any securities owned by his former spouse.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The document simply reports transactions related to executive compensation and a domestic relations order. The vesting of performance units suggests the company met certain goals, but the share transfer to a former spouse is a personal matter.

Positives

• The vesting of performance units indicates that Pinnacle Financial Partners met certain performance goals.

Negatives

• The transfer of shares to a former spouse reduces Carpenter's direct ownership.

Industry Context

Form 4 filings are a routine part of corporate governance, providing transparency into the transactions of company insiders. This filing indicates the vesting of performance-based compensation, which is a common practice in the financial industry to align management's interests with those of shareholders.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among financial institutions to incentivize executives and align their interests with shareholder value.
• The specific metrics used for vesting, such as the NPA ratio and peer comparisons, are typical measures of bank performance and risk management.
• Comparing Pinnacle's performance metrics and executive compensation structure to those of its peers (e.g., First Horizon, Truist, Regions Financial) would provide a more comprehensive assessment of its competitiveness.

Stakeholder Impact

• The vesting of performance units aligns management's interests with shareholders.
• The tax withholding impacts the reporting person's net compensation.

Key Dates