Form 4: Pinnacle Financial Partners EVP Harold Carpenter Acquires 30,000 Shares Through Performance Unit Vesting

EVP & CFO of Pinnacle Financial Partners, Harold Carpenter, reports the acquisition of 30,000 shares of PNFP common stock following the vesting of performance units.

Summary

• Harold R. Carpenter, EVP & CFO of Pinnacle Financial Partners Inc. (PNFP), reported a change in beneficial ownership on April 17, 2025.
• The report indicates that Carpenter acquired 30,000 shares of PNFP common stock on April 15, 2025, at a price of $0 per share.
• These shares were acquired through the vesting of performance units granted on January 20, 2022.
• The vesting of these units was contingent upon Pinnacle Financial Partners' performance against certain metrics compared to a peer group over a performance period from January 1, 2022, to December 31, 2024.
• The vesting was also dependent on the average ratio of Pinnacle Bank's nonperforming assets to its loans plus other real estate owned (NPA ratio) at December 31, 2022, 2023, and 2024, not exceeding 3.0%.
• Carpenter also indirectly owns 13,503 shares through a 401(k).
• Following the reported transaction, Carpenter directly owns 104,050 shares of PNFP common stock.

Sentiment

Score: 7

Explanation: The sentiment is positive as the vesting of performance units indicates that the company achieved its performance goals. There are no explicit negative indicators.

Positives

• The vesting of performance units suggests that Pinnacle Financial Partners met its performance targets and maintained a healthy NPA ratio during the performance period.

Industry Context

Vesting of performance-based equity awards is a common practice in the financial industry to align executive compensation with company performance and shareholder value.

Comparison to Industry Standards

• Many financial institutions use performance-based equity awards, such as performance shares or units, to incentivize executives.
• These awards often vest based on metrics like return on equity (ROE), earnings per share (EPS) growth, or total shareholder return (TSR) relative to a peer group.
• The specific metrics and vesting conditions vary depending on the company's strategic goals and industry practices.
• For example, companies like JPMorgan Chase and Bank of America also use a mix of financial and strategic goals to determine executive compensation.
• The NPA ratio is a common metric used in the banking industry to assess asset quality and risk management.

Stakeholder Impact

• The vesting of performance units could positively impact shareholders as it suggests that the company is performing well.
• The vesting of performance units could positively impact employees as it suggests that the company is performing well.

Key Dates

Keywords

PNFP, Pinnacle Financial Partners, Harold Carpenter, Form 4, Beneficial Ownership, Performance Units, Vesting, NPA Ratio, Executive Compensation