Form 4: Pinnacle Financial Partners EVP Harold Carpenter Reports Stock Award Vesting and Tax Withholding
SEC Form 4
EVP & CFO of Pinnacle Financial Partners, Harold Carpenter, reports the vesting of performance units and subsequent tax withholding.
Summary
- Harold Carpenter, EVP & CFO of Pinnacle Financial Partners, reported a transaction on March 11, 2025, related to the vesting of performance units.
- 9,543 performance units vested and were settled in shares of Pinnacle Financial Partners common stock.
- These performance units were granted on January 20, 2022, and were eligible to vest based on the company's performance against certain metrics compared to peers over a performance period from January 1, 2022, to December 31, 2024.
- The vesting was also contingent on the average of Pinnacle Bank's nonperforming assets to its loans plus other real estate owned (NPA ratio) at December 31, 2022, 2023 and 2024 not being greater than 3.00%.
- The reporting person earned 9,543 performance units based upon the performance of the Company for 2022, 2023 and 2024 and the average of the NPA ratio at December 31, 2022, 2023 and 2024 as well as total shareholder return for the Company for the period from January 20, 2022 through January 23, 2025.
- 3,756 shares were retained by the company to cover withholding taxes due upon the vesting of the performance units.
- Following the transaction, Carpenter directly owns 74,050 shares and indirectly owns 13,503 shares through a 401(k).
- The price per share for the tax withholding was $99.42.
Sentiment
Score: 7
Explanation: The sentiment is neutral to slightly positive. The vesting of performance units suggests the company met its performance goals, but the tax withholding is a standard procedure.
Positives
- The vesting of performance units indicates that the company met certain performance targets, which is generally a positive sign.
Negatives
- The withholding of shares to cover taxes reduces the number of shares Carpenter ultimately receives.
Risks
- There are no specific risks mentioned in this document.
Industry Context
Form 4 filings are a routine part of the financial industry, providing transparency into the transactions of company insiders. This filing indicates that the company met certain performance metrics, which is generally viewed positively.
Comparison to Industry Standards
- Performance-based equity compensation is a common practice in the financial services industry to align management's interests with those of shareholders.
- Vesting conditions tied to metrics like NPA ratio and total shareholder return are typical for such awards.
- Comparable companies such as Truist Financial (TFC) and Regions Financial (RF) also utilize performance-based equity compensation for their executives.
Stakeholder Impact
- The vesting of performance units could have a slightly positive impact on shareholders as it indicates the company met certain performance targets.
- The transaction has a neutral impact on employees, customers, suppliers, and creditors.
Key Dates
| Date | Description |
|---|---|
| January 20, 2022 | Date the reporting person was granted 12,650 performance units. |
| January 1, 2022 | Start date of the performance period for the performance units. |
| December 31, 2024 | End date of the performance period for the performance units. |
| January 23, 2025 | End date of the total shareholder return period for the Company. |
| March 11, 2025 | Date of the reported transaction (vesting of performance units). |
| March 12, 2025 | Date of signature. |
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